Title: Circular No. (12) of 2024 to all Listed Companies Regarding Resolution No. (104) of 2024 Regarding the Development of the Mechanism of Participation in the General Assemblies of Companies Listed on Boursa Kuwait Securities Exchange (Second Phase)

As part of the role of the Capital Markets Authority (CMA) in raising awareness of the provisions of Law No. 7 of 2010 and its Executive Bylaws and their amendments, in order to coordinate and follow-up with the relevant entities and the companies listed in Boursa Kuwait Securities Exchange, and to ensure the sound implementation of Resolution No. (104) of 2024 Regarding the Development of the Mechanism of Participation in the General Assemblies of Companies Listed on Boursa Kuwait Securities Exchange (Second Phase) issued on 18/08/2024.

The CMA would like to draw the attention of all companies listed in the Exchange and the units subject to the supervision of the Central Bank of Kuwait to the importance of implementing Article (1-11-4) of Module Twelve (Listing Rules) of the Executive Bylaws of the CMA of the nomination and election of Members of the Board of Directors, which stipulates:

“Without prejudice to the provisions of Module Five (Securities Activities and Registered Persons), Module Ten (Disclosure and Transparency), Module Fifteen (Corporate Governance), and the Companies Law and its Executive Bylaws, the Listed Company shall comply with the following conditions for the nomination and election of Members of the Board of Directors:
1. The company shall publish an announcement on the company’s and the Exchange’s websites inviting persons interested in running for Board membership, provided that the nomination period shall be open for at least one month from the announcement date.
2. The company shall disclose at the Exchange the names of the Board of Directors nominees recommended by the nominations and remunerations committee at the company to present their names to the general assembly in accordance with the form included in Appendix 14 of Module Ten (Disclosure and Transparency) of the Executive Bylaws. The names of the nominated members and the capacity for which they wish to be nominated (executive/ non-executive/ independent) shall be determined, and attaching a brief introduction and curriculum vitae for each candidate.
3. No member may run for the company’s Board of Directors after the period set forth in Item (1) of this Article.
The Units Subject to the Supervision of the Central Bank shall comply with the regulations and instructions stipulated in the Laws issued by the Central Bank.”

Accordingly, the CMA would like to draw the attention of the following entities to the necessity of implementing the following:

• Listed Unlicensed Companies, and the Units Subject to the Supervision of the Central Bank:
All listed unlicensed companies and the units subject to the supervision of the Central Bank shall comply with the period determined for nomination and invitation of persons interested in running for Board membership in accordance with Item (1) of the Article mentioned above upon the announcement of opening nomination for Board membership.

The units subject to the supervision of the Central Bank of Kuwait and the listed unlicensed companies that have announced (before the publication of this circular) the period determined for nomination contrary to the mentioned Item shall continue its procedures according to their announcement in the invitation for nomination of the Board membership, provided that they shall comply with this Circular in the future.

• Listed Licensed Companies:
The listed companies that are licensed to practice securities activity shall comply with the period determined for nomination and invitation of persons interested in running for Board membership in accordance with the provisions of Module Five (Securities Activities and Registered Persons) of the Executive Bylas of the CMA.

The listed licensed companies that have announced (before the publication of this circular) the period determined for nomination contrary to mentioned Module shall continue its procedures according to their announcement in the invitation for nomination of the Board membership, provided that they shall comply with this Circular in the future.

Moreover, the CMA notes to the importance of all listed companies and units subject to the supervision of the Central Bank of Kuwait to comply with Item (2) of the mentioned Article upon including the Item of nominating new Board members within the agenda of the company’s general assembly. This includes the submission of disclosure in accordance with the form included in Appendix 14 of Module Ten (Disclosure and Transparency) of the Executive Bylaws, along with determining the names of the nominated members by the nominations and remunerations committee at the company and the capacity for which they wish to be nominated and attaching a brief introduction and curriculum vitae for each candidate.

Accordingly, the CMA advices all listed companies that intend to hold their general assemblies during the coming period to communicate and coordinate with the relevant team at the CMA through the following email address: mrd@cma.gov.kw.

Prof. Ahmad Al-Melhem
Issued on: 30/12/2024

Copy of the Official Document