CmaBylaw
Executive Bylaws
9-9 Mechanism of Participation in Shareholders’ General Assembly Of Module Fifteen: Corporate Governance
Section: Chapter Nine: Rule VIII: Respect the Rights of Shareholders
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Wednesday, 15 February 2017
The shareholders’ general assembly shall be held upon the invitation of the Board of Directors within the set dates in the time and place set out at the Company Contract or the invitation for the general assembly. In addition, the Board of Directors may call the general assembly to meet based on a reasoned request by shareholders owning not less than 10% of the company capital or a request by the Auditor within 15 days as of the date of such request. When a company organizes shareholder’s general assembly, it shall: 1. Extend call for shareholders to attend the general assembly, including the agenda, time and place of holding such meeting through announcement according to the mechanism as specified in the Executive Bylaws of the Companies Law. 2. Assert that any shareholder shall be entitled to authorize another Person to attend to the general assembly in accordance with a special proxy or an authorization prepared by the company for this purpose. The Members of a Board of Directors may not participate in voting on the general assembly resolutions concerning limitation of the responsibility thereof, to management regarding a private interest for their own selves, their spouses, or first degree relatives; or a conflict between them and the company. 3. Allow shareholders, prior to holding the general assembly with sufficient time, to have access to all information and data related to the agenda, and in particular the reports of the board of directors and the Auditor and financial statements. 4. The agenda items shall include informing shareholders with the following issues as minimum: a. Reading the governance report and the audit committee report. b. The Board report of the company activity, financial position, and outcomes of works thereof. c. Discussion of the report of the external Auditor on the results of the company financial statements, approving the same, and the approval of the dividable net profit. d. Dealing with Related Parties. e. Any breaches monitored by the regulatory body(s) and any penalties issued due to such breaches and led to (financial/non-financial) penalties against the company, in a manner not contradicting with the applicable laws and rules issued by the concerned regulatory body(s) in this regard, and discussing remarks of the representative of such Requlatory Body if such representative attends. 5. Allow shareholders to participate effectively in the general assembly, discuss issues listed in the agenda and the inquiries related thereto concerning various activity aspects, ask questions concerning such issues to be answered by the Members of a Board of Directors and the external Auditor, provided that the board of directors and the external Auditor shall answer such inquiries in a manner that does not harm the interests of such company. 6. Allow shareholders owning 5% of the company capital to add items to the agenda of general assembly. 7. Allow shareholders to review all data set out in the disclosure record of the Members of a Board of Directors and executive management members. 8. Issues presented to the general assembly shall be associated with sufficient information allowing shareholders to take decisions thereof properly.
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