CmaBylaw
Executive Bylaws
4-1-1 Of Module Ten: Disclosure and Transparency
Section: Chapter One: Scope of Application and General Provisions
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Sunday, 12 February 2017
A Listed Company shall disclose Material Information within the timing set out in Article (4-2) of this Module, including but not limited to the following: 1. Entering into a joint venture or Acquisition Offer transaction which has a Significant Effect on a Listed Company. 2. Entering into or terminating a contract with Significant Effect. 3. Purchase or sale of an asset with Significant Effect. 4. Listing Securities of the Company in another Exchange or foreign market. 5. Existence of a new product, or invention that may lead to a significant improvement in revenues. 6. Any change with Significant Effect in the production or activities of a Listed Company, such as increase and availability of resources that may lead to a significant improvement or decline in revenues. 7. Any tangible effect as a result of enactment of laws or decisions by a local or foreign Governmental Body, international organization or other entity. 8. Any change in the accounting policies or standards, showing the reason for any change of policy and the effect on the financial statements. 9. Any change in the formation of Members of the Board of Directors, senior management members, executive management, Sharia Supervisory Board, external Auditor or External Sharia Auditing Office. 10. Significant changes to the Listed Company’s obligations, whether short or long term, including obtaining financing, or any other form of credit facilities, with Significant Effect, or issuance of debt instruments by the Listed Company, stating the details of any issue and its intended purpose. 11. Any change with Significant Effect in capital investment plans that may lead to significant improvement or decline in revenues, such as setting up factories, increasing equipment, increasing production lines and targeted markets. 12. Any change with Significant Effect in the capital structure. 13. Any default on debt, obligation or interests. 14. Any lawsuit that may affect the general course of the business and activity of a Listed Company, its financial position, legal structure or any definite judgment issued which has a Significant Effect on the company as set out in Appendix (8) of this Module. 15. The occurrence of any dispute or disagreement with any party such as client, supplier, sub-contractor, worker or employee which may affect the general course of business of the Listed Company. 16. Any asset valuation report for any of the company’s assets that may affect its business 17. Any transaction between a Listed Company and the Parent Companies, Subsidiary Companies or Associate Companies or any arrangement by which both parties may enter into a project, share an asset or provide financing, which has Significant Effect. 18. Any credit rating for the Listed Company or any change thereto, as set out in Appendix (9) of this Module. 19. Any change or amendment to the objectives or activities of the Listed Company. 20. Announcement of any Merger, conversion, division or liquidation of a Listed Company or any of its Subsidiary Companies or Associate Companies which has a Significant Effect on the Listed Company. 21. Non-recurring event that may occur or be effected by a Listed Company, including but not limited to, compensation for nationalization of a property, receiving compensation, payment of compensation to a third party that may significantly affect the Listed Company’s earnings and its financial position. 22. Availability of Material Information related to Subsidiary Companies and Associate Companies of a Listed Company, which has a Significant Effect on its financial position. 23. If a Listed Company or one of its main activities stops operating, stating the reasons behind that whether as a result of disaster, fire, voluntary cessation or for any other reason. 24. Disclosure of the Authority’s approval on a sale or purchase of Treasury Shares, which shall be made immediately after the issuance of the approval. 25. Disclosure of a call for a general assembly meeting provided that such disclosure shall include a summary of the meeting agenda. 26. Disclosure of a call for a meeting of the Board of Directors in the cases set out in Appendix 5 of this Module, provided that such disclosure shall include a summary of the meeting agenda. 27. Disclosure of the result of general assembly meetings or Board of Directors meetings, and the disclosure of postponement, if any, including reasons behind such postponement. 28. Disclosure of financial statements (on a quarterly and yearly basis). 29. Disclosure of Material Information set out in Appendix 14 of this Module related to listed Bonds and Sukuks. In general, disclosure shall be made for any changes with Significant Effect (either increase or decrease) in assets, liabilities, income or expenses of a Listed Company. Disclosure shall also cover any Material Information not mentioned and to which the definition of Material Information applies. In all cases, the Board of Directors of a Listed Company shall disclose its assessment of the expected effects of such Material Information on its financial position, excluding the effects that cannot be foreseen or measured, as well as the expected earnings from tenders and similar contracts including disclosure of any effects may be harmful to the Listed Company. A Listed Company shall provide the Authority its justifications for the cases excluded from the provisions of this paragraph.
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