Title: Announcement regarding issuance of Disciplinary Board Resolution No. (39/2023) Disciplinary Board – (205/2022 Authority) and imposition of a fine and a warning against each of: 1- Yiaco Medical Company, 2- Chairman, Vice Chairman, and Members of the Board of Directors of Yiaco Medical Company for violating the rules of Disclosure and Transparency and the rules of Corporate Governance.

Announcement regarding issuance of Disciplinary Board Resolution No. (39/2023) Disciplinary Board – (205/2022 Authority) and imposition of a fine and a warning against each of:

1- Yiaco Medical Company.
2- Chairman, Vice Chairman, and Members of the Board of Directors of Yiaco Medical Company.
For violating the rules of Disclosure and Transparency and the rules of Corporate Governance.

For the following reasons:

a) Yiaco Medical Company violated the following:

1) Provision of Item (5) of Article (3-2-1) of Module Ten (Disclosure and Transparency) of the Executive Bylaws of Law No. 7 of 2010 and their amendments. This is due to the Company’s failure to obtain the acknowledgment stipulated in Item (5) previously mentioned from all the insiders included in the insiders watch list prepared by the Company and provided to the CMA.

2) Provision of Item (2) of Article (3-5-1) of Module Ten (Disclosure and Transparency) of the Executive Bylaws of Law No. 7 of 2010 and their amendments. This is to the Company’s failure to update its insiders watch list.

b) Each of Chairman, Vice Chairman, and Members of the Board of Directors of Yiaco Medical Company violated the following:

1- Provision of Item (1/a) of Article (3-7) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:
This is due to their failure - except the seventh - to comply with the following:

1. Failure to prepare an updated plan approved by the Board of Directors to improve the Company’s encashment policy and suit the current situation.
2. Failure to prepare a profit maximization plan despite the continuous deterioration of the financial situation over five years.
3. Failure to prepare a strategic plan for the Company.
2- Provision of Item (1/e) of Article (3-7) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments. This is due to the failure of the Board of Directors to approve the Company’s organizational structure that was prepared in March 2022 but was satisfied with the approval of the CEO thereon. The Board Members of Yiaco Medical Company were required to pay attention and diligence and avoid committing any violation, as they have corrected the comment after an approximate period of one year and half from the date in which the CMA notified the Company of the importance of not to repeat the comment.

In addition, violation of the provision of Article (2-4) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments. This is due to his failure, as a Board Member, to allocate enough time to execute his assigned roles and responsibilities, especially his failure to attend the Board meetings with an acceptable excuse.

The Resolution included the infliction of the following penalty: -

“First: Levying a fine on Yiaco Medical Company in an amount of KWD 1000 (one thousand Dinars) for the second violation and levying a warning for the first violation.

Second: Levying a fine on each of the Chairman, Vice Chairman, and Members of the Board of Directors of Yiaco Medical Company in an amount of KWD 2000 (two thousand Dinars) on each one of them for the first violation in its two parts (the second and the third) and excluding the first part of it, and levying a warning on each one of them for the second violation attributed to them relevant to approving the Company’s organizational structure and considering its non-repetition in the future.

Third: Levying a warning on the Member of the Board of Directors of Yiaco Medical Company for the violation relevant to not attending the Board meetings.

Fourth: Levying a warning on the Member of the Board of Directors of Yiaco Medical Company for the violation relevant approving the organizational structure.”

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 Laws 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.