FIRST: Heard the Chairman Report on the fiscal year ending as at 31 December 2015, which has been unanimously approved.
SECOND: Heard the Auditor Report on the fiscal year ending as at 31 December 2015, which has been unanimously approved.
THIRD: Heard the Legal Advice Bureau Report on the fiscal year ending as at 31 December 2015, which has been unanimously approved.
FOURTH: Heard the Report on such penalties and violations imposed by the regulatory bodies, as follows:
1) Violation No. (VB 4/2015), regarding the violation of the Market Committee Resolution No.(5), of the year 2005, Clause (21), of the requirements of the Market Administration as relevant to such agreements to be concluded by the company managing third parties portfolios with its own clients; as well as Clause(162), of the Executive Regulations. The Company has been referred to the Disciplinary Council on 19/04/2015, which resolved to take a disciplinary action on 07/05/2015 by suspending the complained-against company from operating into the business of investment portfolios management as of 27/05/2015.
The company challenged such a resolution vide the lawsuit No. (34/2015 –Administrative /7 – Capital Market), scheduled for hearing on 03/07/2016, for review by the Bureau.
2) Violation No. (VB 37/2015), regarding the violation of the Clause (295), of the Executive Regulations, whereupon the company has been referred to the Disciplinary Council on 27/05/2015, which resolved on 11/06/2015, to suspend the complained-against company from operating into the business of the management of new investment portfolios as well as incorporation activity for three months.
A final court judgment has been issued by revoking the resolution passed on such as violation, including the impacts consequential thereto; i.e., the Judgment No. (6/2016 – Administrative / Capital Markets).
3) Violation No. (VB 75/2015) regarding the violation of the instructions issued by the Capital Markets Authority on the Disclosure of Essential Information &Mechanism of Reporting thereof No. (CMA/R/CM/2/2012), whereupon the company has been referred to the Disciplinary Council on 17/09/2015, which resolved on 01/10/2015 to issue a warning to the company.
The Company challenged such a resolution vide the lawsuit No. (61/2015 – Administrative/ 7 – Capital Markets), scheduled for hearing on 19/06/2015.
4) Violation No. (VB 80/2015), regarding the violation of the Clause No. (131) of the Executive Regulations, whereupon the company has been referred to the Disciplinary Council on 08/10/2015, which resolved on 22/10/2015 to issue a warning to the company.
The Company challenged such a resolution vide the lawsuit No. (61/2015 –Administrative / 7 – Capital Markets), scheduled for hearing on 19/06/2015.
5) Violation No. (VB 121/2015), regarding the violation of Clauses (1-2), (2-1), (4-5) of item (5-2-1), and item (5-4-2), of the Seventh Chapter, and Clause (8-1) of the Eleventh Chapter of the Executive Regulations, whereupon the company has been referred to the Disciplinary Council on 23/12/2015, which resolved on 31/12/2015 to:
First:To shelf the papers for invalidity of the violation;
Second:To suspend the company from operating into the business of incorporation and new group investment management systems.
The Company challenged such a resolution vide the lawsuit No. (13/2016 –Administrative / 7 – Capital Markets), scheduled for hearing on 05/06/2015.
Mr.Mohamed Darwish Al-Shamali replied that all such violations have been challenged by the company before the court, whereby it managed to secure final judgments in favor of the company.
FIFTH: Financial Statements relevant to the fiscal year ending as at 31 December 2015, and unanimously approved, have been discussed after the representative of the Ministry of Commerce & Industry has read out the violations report previously imposed by the Ministry of Commerce & Industry, represented in:
- The Company’s violation of the Clause (206) on submission of Financial Statements, and convocation for holding general assembly meetings;
- The Company’s violation of calculating its share of the an associate company’s operation results, based on such financial statements prepared by the Management;
- The Company’s violation of registering investment real estates in the name of stakeholders;
- The Company’s Management shall strive to remedy such violations at the earliest possible;
Mr. Mohamed Darwish Al-Shamali replied that the Company’s Management shall strive to remedy such violations at the earliest possible.
SIXTH: BOD’s proposal for non-distribution of any dividends for the fiscal year ending as at 31 December 2015 is unanimously approved.
SEVENTH: BOD’s recommendation for non-distribution of BOD members remunerations for the fiscal year ending as at 31 December 2015 is unanimously approved.
EIGHTH: BOD is to be authorized to purchase or sell shares of the company, but not greater than 10% of its shares, in accordance with the provisions of the Law No. (7), of the year 2010, its Executive Regulations, and as amended.
NINTH: It is unanimously approved to transact with the stakeholders for the fiscal year ending as at 31 December 2015, and for the transactions to be conducted within the year 2016.
TENTH: It is unanimously approved to release the BOD members of all such administrative, financial and legal actions with regard to the fiscal year ending as at 31 December 2015.
ELEVENTH: Resolved to postpone the election of BOD members pending fulfillment of the Capital Markets Authority’s requirements on the necessary approval of those candidates nominated for the membership of the BOD currently running the company’s businesses until elimination of the reasons therefor and further election of a new BOD, in accordance with the provisions of para (2) of the Clause (181), of the Companies Act No. (1), of the year 2016.
TWELFTH: It is unanimously approved to re-appoint the auditors for the fiscal year ending as at 31 December 2016, while authorizing the BOD for determining their remunerations, to wit:
- Mr. Talal Youssef Al-Muzeini (Deloitte Watch Office – Al-Wazzan & Partners)
- Mr. Barrak Abdul Mohsen Al-Atiqi (Al-Atiqi Office – Chartered Accountants)
THIRTEENTH: It is unanimously approved to re-appoint the members of the Legal Advice Bureau for the fiscal year ending as at 31 December 2016, while authorizing the BOD for determining their remunerations (i.e., RAQABA for Islamic Financial Consultations), herein represented by:
- Revered Sheikh Dr. Abdul Bari Mohamed Ali Mishaal
- Revered Sheikh Mohamed Fouad Al-Bader
- Revered Sheikh Waqyan Othman Al-Waqyan |