CmaBylaw
Executive Bylaws
13-3 Noncompliance Of Module Fifteen: Corporate Governance
Section: Chapter Thirteen: Regulatory Requirements
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Thursday, 16 February 2017
Most of these rules are primarily based on the principle of (Comply or Explain). Companies shall disclose the extent of their compliance with these rules. If any company does not comply with any of these rules, it shall identify the rule and principle, which is not complied with; include it in details in the corporate report; and state reasons of noncompliance, without breach of the binding provisions set out in Law and these Bylaws or any law, regulations, rules, instructions, or other resolutions. The principle of (Comply or Explain) shall be applied to the following rules: Rule I: Construct a Balanced Board Composition, excluding Article (2-3) of this Module. Rule II: Establish Appropriate Roles and Responsibilities Rule III: Recruit Highly Qualified Candidates for the Board membership and the Executive Management Rule VI: Promote Code of Conduct and Ethical Standards Rule IX: Recognize the Roles of Stakeholders Rule X: Encourage and Enhance Performance Rule XI: Focus on the Importance of Corporate Social Responsibility Except for the previous principle (Comply or Explain), the following principles shall be complied with: Rule I: Article (2-3) of this Module: The Members of a Board of Directors shall include independent members allowing them to make decisions without pressures or obstacles. Rule IV: Safeguard the Integrity of Financial Reporting Rule V: Apply Sound Systems of Risk Management and Internal Audit Rule VII: Ensure Timely and High Quality Disclosure and Transparency Rule VIII: Respect the Rights of Shareholders Companies shall implement the aforementioned rules. Noncompliance with these rules shall expose the company to the penalties set forth in the Law and these Bylaws.
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