CmaBoardReleases
Title: Announcement regarding issuance of Disciplinary Board Resolution No. (32/2022 Disciplinary Board) (202-206/2021 Authority) and the imposition of a fine against each of: First: Cap Corp Investment Company - Second: The Members of the Board of Directors of Cap Corp Investment Company 1- Mr. Hamad Abdulaziz Alshaya - (former) Chairman of the Board of Directors 2- Mr. Issam Khalil Al Rifai - Member of the Board of Directors 3- Mr. Raed Mohammad Al Saleh - (former) Member of the Board of Directors 4- Mr. Tamim Abdulaziz Al Mansour - (former) Member of the Board of Directors 5- Mr. Yousef Issa Al Hasawi - (former) Vice Chairman of the Board of Directors 6- Mr. Abdullah Rashid Bogamaz – (former) Member of the Board of Directors Third: Members of the Nominations and Remunerations Committee in Cap Corp Investment Company: 1- Mr. Hamad Abdulaziz Alshaya - (former) Head of the Nominations and Remunerations Committee 2- Mr. Issam Khalil Al Rifai - Member of the Nominations and Remunerations Committee 3- Mr. Raed Mohammad Al Saleh - (former) Member of the of the Nominations and Remunerations Committee 4- Mr. Tamim Abdulaziz Al Mansour - (former) Member of the Nominations and Remunerations Committee for violating the rules of Corporate Governance and Securities Activities and Registered Persons.
Announcement regarding issuance of Disciplinary Board Resolution No. (32/2022 Disciplinary Board) (202-206/2021 Authority) and the imposition of a fine against each of:
First: Cap Corp Investment Company
Second: The Members of the Board of Directors of Cap Corp Investment Company
1- Mr. Hamad Abdulaziz Alshaya - (former) Chairman of the Board of Directors
2- Mr. Issam Khalil Al Rifai - Member of the Board of Directors
3- Mr. Raed Mohammad Al Saleh - (former) Member of the Board of Directors
4- Mr. Tamim Abdulaziz Al Mansour - (former) Member of the Board of Directors
5- Mr. Yousef Issa Al Hasawi - (former) Vice Chairman of the Board of Directors
6- Mr. Abdullah Rashid Bogamaz – (former) Member of the Board of Directors
Third: Members of the Nominations and Remunerations Committee in Cap Corp Investment Company:
1- Mr. Hamad Abdulaziz Alshaya - (former) Head of the Nominations and Remunerations Committee
2- Mr. Issam Khalil Al Rifai - Member of the Nominations and Remunerations Committee
3- Mr. Raed Mohammad Al Saleh - (former) Member of the of the Nominations and Remunerations Committee
4- Mr. Tamim Abdulaziz Al Mansour - (former) Member of the Nominations and Remunerations Committee
for violating the rules of Corporate Governance and Securities Activities and Registered Persons.
For violating the following:
First: Cap Corp Investment Company, for violating the following:
- The provisions of Article (4-2) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:
As it was proven to the Authority, by reviewing the remuneration policy of the Cap Corp Investment Company, that it does not include a set remuneration for the Chairman and Members of the Company's Board of Directors.
- The provision of Item (2) of Article (8-6) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:
As it was proven to the Authority, by reviewing the remuneration register, that the Company did not include data related to the Committee remuneration that was granted to the Chairman and Members of the Board of Directors for the financial year ending on 31/12/2019, which was approved at the Board of Directors meeting held on 17/06/2020.
- The provision of Item (7) of Article (1-18) of Module Five (Securities Activities and Registered Persons) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:
Where it was proven to the Authority through the audited annual financial statements on 31/3/2021 that the Company did not hold the annual general assembly for the financial year ending on 31/12/2020 except on 3/11/2021, which goes over the two-month period from the date of providing the Authority with the financial statements, as shown in the table below:
# |
Company’s Name |
Details |
No. of Delayed Days |
1 |
Cap Corp Investment Company
|
Submitted Financial Statement: 31/03/2021 General Assembly Date: 03/11/2021 |
155 Days |
Second: The Members of the Board of Directors of Cap Corp Investment Company
1- Mr. Hamad Abdulaziz Alshaya - (former) Chairman of the Board of Directors
2- Mr. Issam Khalil Al Rifai - Member of the Board of Directors
3- Mr. Raed Mohammad Al Saleh - (former) Member of the Board of Directors
4- Mr. Tamim Abdulaziz Al Mansour - (former) Member of the Board of Directors
5- Mr. Yousef Issa Al Hasawi - (former) Vice Chairman of the Board of Directors
6- Mr. Abdullah Rashid Bogamaz – (former) Member of the Board of Directors
It was proven they have violated the provisions of Item (9) of Article (3-7) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments, as it was proven to the Authority that the Board of Directors of Cap Corp Investment Company had assigned an amount of KWD 37,000 in its meeting held on 17/06/2020, without including the Corporate Governance report for the financial year ending on 31/12/ 2019 on the remuneration granted to members of the Board of Directors and Executive Management.
Third: Members of the Nominations and Remunerations Committee in Cap Corp Investment Company:
1- Mr. Hamad Abdulaziz Alshaya - (former) Head of the Nominations and Remunerations Committee
2- Mr. Issam Khalil Al Rifai - Member of the Nominations and Remunerations Committee
3- Mr. Raed Mohammad Al Saleh - (former) Member of the of the Nominations and Remunerations Committee
4- Mr. Tamim Abdulaziz Al Mansour - (former) Member of the Nominations and Remunerations Committee
It was proven they have violated the provisions of Items No. (2), (5) of Article (4-3) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments, as it was proven to the Authority that the Nominations and Remunerations Committee did not include the remunerations granted to members of the Board of Directors and the Executive Management in the Governance Report for the financial year ending on 31/12/2019, noting that the Board of Directors had approved in its meeting held on 17/6/2020 assigning an amount of KWD 37,000 as remuneration to the committees.
The Resolution included the infliction of the following penalty: -
“First: - Cap Corp Investment Company is fined an amount of two thousand dinars for each of the attributed violations.
Second: Each of the Members of the Board of Directors of Cap Corp Investment Company
1- Mr. Hamad Abdulaziz Alshaya - (former) Chairman of the Board of Directors
2- Mr. Issam Khalil Al Rifai - Member of the Board of Directors
3- Mr. Raed Mohammad Al Saleh - (former) Member of the Board of Directors
4- Mr. Tamim Abdulaziz Al Mansour - (former) Member of the Board of Directors
5- Mr. Yousef Issa Al Hasawi - (former) Vice Chairman of the Board of Directors
6- Mr. Abdullah Rashid Bogamaz – (former) Member of the Board of Directors
is fined an amount of one thousand dinars for the attributed violation.
Third: Members of the Nominations and Remunerations Committee in Cap Corp Investment Company:
1- Mr. Hamad Abdulaziz Alshaya - (former) Head of the Nominations and Remunerations Committee
2- Mr. Issam Khalil Al Rifai - Member of the Nominations and Remunerations Committee
3- Mr. Raed Mohammad Al Saleh - (former) Member of the of the Nominations and Remunerations Committee
4- Mr. Tamim Abdulaziz Al Mansour - (former) Member of the Nominations and Remunerations Committee
Are fined an amount of one thousand dinars for the attributed violation.”
In this regard, the CMA emphasizes the implementation of CMA Law and its Executive Bylaws on all persons dealing in securities activities, and urges them to comply with these rules in order to promote investors' confidence, create a sound investment environment, and implement the Law according to the principles of fairness, transparency, and integrity in line with the best international practice.
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