CmaBoardReleases
Title: Announcement regarding issuance of Disciplinary Board Resolution No. (14/2022 Disciplinary Board) (90/2021 Authority) and the imposition of a fine against each of: 1- Mr. Marzouq Rashid Al-Rashdan - (former) Chairman of the Board of Directors of Abyaar Real Estate Development Company 2- Mr. Saleh Abdulaziz Al Saraawi - Vice Chairman of the Board of Directors of Abyaar Real Estate Development Company 3- Mr. Abdulaziz Asaad Al Sanad - (former) Member of the Board of Directors of Abyaar Real Estate Development Company 4- Mr. Muhannad Mohammed Al-Sanea - Member of the Board of Directors of Abyaar Real Estate Development Company 5- Mr. Issa Hassan Al-Kandari - Member of the Board of Directors of Abyaar Real Estate Development Company for violating the rules of Corporate Governance.
Announcement regarding issuance of Disciplinary Board Resolution No. (14/2022 Disciplinary Board) (90/2021 Authority) and the imposition of a fine against each of:
1- Mr. Marzouq Rashid Al-Rashdan - (former) Chairman of the Board of Directors of Abyaar Real Estate Development Company.
2- Mr. Saleh Abdulaziz Al Saraawi - Vice Chairman of the Board of Directors of Abyaar Real Estate Development Company.
3- Mr. AbdulaAziz Asaad Al Sanad -(former) Member of the Board of Directors of Abyaar Real Estate Development Company.
4- Mr. Muhannad Mohammed Al-Sanea - Member of the Board of Directors of Abyaar Real Estate Development Company.
5- Mr. Issa Hassan Al-Kandari - Member of the Board of Directors of Abyaar Real Estate Development Company for violating the rules of corporate governance.
For violating the following:
1) Mr. Marzouq Rashid Al-Rashdan - (former) Chairman of the Board of Directors of Abyaar Real Estate Development Company:
This is for violating the provisions of Articles (3-1), (3-7), (3-8), (7-4), (7-5), (7-6), and (7-7) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:
Where it was conclusively proven to the Authority that, by virtue of his position, he carried out the actions that took place after 30/6/2016, which are as follows:
a. Concluding a loan contract on 27/10/2016 with a ………………………………bank in the amount of 157,000,000 UAE Dirhams (One Hundred Fifty Seven Million UAE Dirhams) without obtaining the approval of the Company’s Board of Directors, and without the knowledge of the members of the Board, and without disclosing the contract as material information. He opened a number of bank accounts in the name of (Abyaar) with the Bank of......, the bank accounts were not recorded in the books of (Abyaar) accounts and were not disclosed in the audited financial statements.
b. He individually, without the knowledge or approval of the Board of Directors, signed a Memorandum of Understanding with ……. bank on 17/1/2019 to settle Abyaar’s obligations with the bank in violation of the Board of Directors’ resolution held on 7/10/2018, which suspended signing the Memorandum of Understanding for the Board of Directors Management to review and approve the final settlement through a subsequent meeting after evaluating the proposed assets and the financial implications on the company’s financial statements, which led to potential losses and damages estimated at 24,696,004 Kuwaiti Dinars (only twenty-four million six hundred and ninety-six thousand and four Dinars).
c. During 2018, he transferred the ownership of 2 plots of land out of 7 plots of land, one of them to related parties, and the other to the benefit of Mr. / ..... according to two real estate ownership certificates issued by the Department of Lands and Properties on 16/5/2018 and 1/8/2018, and (Abyaar) did not receive the price of the lands whose ownership had been transferred, which resulted in losses and damages to the Company estimated at 8,869,469 Kuwaiti Dinars (only eight million eight hundred and sixty-nine thousand four hundred and sixty-nine Dinars).
d. In 2017, he transferred the ownership of two units (two commercial stores) in ...... Tower from the name of Abyaar Company to his own name without paying for it and without obtaining the approval of the Board of Directors, which resulted in potential damages and losses estimated at 1,078,246 Kuwaiti Dinars .
2) Mr. Saleh Abdulaziz Al Saraawi - Vice Chairman of the Board of Directors of Abyaar Real Estate Development Company (appointed as Vice Chairman of the Board of Directors on 7/2013 and submitted his resignation on 10/2019).
3) Mr. Abdulaziz Asaad Al Sanad –(former) Member of the Board of Directors of Abyaar Real Estate Development Company - (appointed on 6/2016 and appointed as Vice Chairman of the Board of Directors on 6/2019).
4) Mr. Muhannad Mohammed Al-Sanea - Member of the Board of Directors of Abyaar Real Estate Development Company (appointed on 6/2016 and submitted his resignation on 5/2019).
5) Mr. Issa Hassan Al-Kandari - Member of the Board of Directors of Abyaar Real Estate Development Company (appointed on 3/2016 and submitted his resignation on 8/2018).
During their occupancy of their positions the following occurred :
a. Concluding a loan contract on 27/10/2016 with a ………………………………bank in the amount of 157,000,000 UAE Dirhams (One Hundred Fifty Seven Million UAE Dirhams) without obtaining the approval of the Company’s Board of Directors, and without the knowledge of the members of the Board, and without disclosing the contract as material information. He opened a number of bank accounts in the name of (Abyaar) with the Bank of......, the bank accounts were not recorded in the books of (Abyaar) accounts and were not disclosed in the audited financial statements.
b. During 2018, Mr. Marzouq Rashid Al-Rashdan transferred the ownership of 2 plots of land out of 7 plots of land, one of them to related parties, and the other to the benefit of Mr. / ..... according to two real estate ownership certificates issued by the Department of Lands and Properties on 16/5/2018 and 1/8/2018, and (Abyaar) did not receive the price of the lands whose ownership had been transferred, which resulted in losses and damages to the Company estimated at 8,869,469 Kuwaiti Dinars (only eight million eight hundred and sixty-nine thousand four hundred and sixty-nine Dinars).
c. In 2017, Mr. Marzouq Rashid Al-Rashdan transferred the ownership of two units (two commercial stores) in ...... Tower from the name of Abyaar Company to his own name without paying for it and without obtaining the approval of the Board of Directors, which resulted in potential damages and losses estimated at 1,078,246 Kuwaiti Dinars .
This is for violating the provisions of Articles (3-1), (3-5), (3-7), (7-4), and (7-7) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments.
The Resolution included the infliction of the following penalty: -
“First: - Mr. Marzouq Rashid Al-Rashdan - in his capacity as (former) Chairman of the Board of Directors of Abyaar Real Estate Development Company is fined an amount of fifty thousand dinars and prohibit him from practicing any of the activities licensed or registered with the Capital Markets Authority for a period of three years from the date of the issuance of the decision for what was assigned to him
Second: - Mr. Saleh Abdulaziz Al-Saraawi - in his capacity as (former) Vice Chairman of the Board of Directors of Abyaar Real Estate Development Company and Mr. Abdulaziz Asaad Al-Sanad - as a (former) member of the Board of Directors of Abyaar Real Estate Development Company and Mr. Muhannad Muhammad Al-Sanea - as a (former) member the Board of Directors of Abyaar Real Estate Development Company and Mr. Issa Hassan Al-Kandari - in his capacity as a (former) member of the Board of Directors of Abyaar Real Estate Development Company are fined an amount of ten thousand dinars and to prohibit them from practicing any of the licensed or registered activities with the Capital Markets Authority for a period of one year from the date of issuance for what was attributed to them”
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 rules 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.