CmaBoardReleases
Title: Announcement regarding issuance of Disciplinary Board Resolution No. (68/2022 Disciplinary Board) (45/2022 Authority) and imposition of a fine against: 1. Kuwait & Gulf Link Transport Company (KGL) , 2. Maher Abdullah Marafi – Chairman of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL) , 3. Fadhel Abdullah Al Baghli – Vice Chairman of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL) , 4. Mohamad Ahmad Al Kandari– Member of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL), 5. Emad Jumaah Al Salem– Member of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL) , 6. Yousef Saeed Dashti – Member of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL) , for violating the rules of Disclosure and Transparency and Corporate Governance
Announcement regarding issuance of Disciplinary Board Resolution No. (68/2022 Disciplinary Board) (45/2022 Authority) and imposition of a fine against: 1. Kuwait & Gulf Link Transport Company (KGL), 2. Maher Abdullah Marafi – Chairman of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL), 3. Fadhel Abdullah Al Baghli – Vice Chairman of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL) , 4. Mohamad Ahmad Al Kandari– Member of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL), 5. Emad Jumaah Al Salem– Member of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL), 6. Yousef Saeed Dashti – Member of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL), for violating the rules of Disclosure and Transparency and Corporate Governance
For the following reasons:
First: Kuwait & Gulf Link Transport Company (KGL) violated the following:
1. Provision of Article (1-3-3) of Module Ten “Disclosure and Transparency” of the Executive Bylaws of Law No. (7) of 2010 and their amendments, it was conclusively proven to the Authority that the company held a number of Board of Directors meetings during the trading session, as shown in the table below:
# |
Meeting |
Meeting Date |
Meeting Time |
1 |
Second Board of Directors Meeting of 2020 |
31/05/2020 |
11:30 Morning |
2 |
Fifth Board of Directors Meeting of 2020 |
20/09/2020 |
12:00 Noon |
3 |
Ninth Board of Directors Meeting of 2019 |
18/12/2019 |
12:00 Noon |
2. Repeating not complying with the provision of Article (4-2-1) of the same Module, the Authority found that the Company was late in disclosing a number of material information, which are shown as follows:
# |
Material Information |
Date of Disclosure on the Exchange’s Website |
Date of Material Information |
1 |
Disclosure Regarding Claims and Decisions |
27/10/2021 |
19/10/2021 |
2 |
An additional disclosure regarding the material information related to a subsidiary company submitting the lowest prices to a tender with the Kuwait Fire Force |
01/08/2021 |
15/07/2021 |
3 |
Approval to renew the right to buy or sell company shares |
28/07/2021 |
26/07/2021 |
4 |
Reducing controlling ownership in a listed company |
06/07/2021 |
01/07/2021 |
5 |
Disclosure Regarding Claims and Decisions |
02/06/2021 |
22/04/2021 |
6 |
Additional disclosure regarding the request for a temporary suspension of the company's shares |
08/10/2020 |
29/09/2020 |
7 |
Disclosure Regarding Claims and Decisions |
23/06/2020 |
21/06/2020 |
8 |
Disclosure Regarding Claims and Decisions |
18/02/2020 |
09/02/2020 |
9 |
Disclosure Regarding Claims and Decisions |
29/9/2019 |
25/09/2019 |
10 |
Disclosure Regarding Claims and Decisions |
08/05/2019 |
06/05/2019 |
11 |
Approval to renew the right to buy or sell company shares |
24/01/2019 |
21/01/2019 |
Where a Disciplinary Board Resolution was previously issued No. (23/2018 Disciplinary Board) (44/2018 Authority) on 31/05/2018 ruling on “the imposition of a fine against the company of ten thousand Dinars for violating the rules of disclosure of material information”.
3. Provision of Article (2-7-4) of the same Module, it was conclusively proven to the Authority that the company’s disclosure of a number of material information through its website before issuing these disclosures in the securities exchange, as shown in the table below:
# |
Material Information |
Date of Disclosure on the Company’s Website |
Date of Disclosure on the Exchange’s Website |
1 |
Disclosure Regarding Claims and Decisions |
26/10/2021 |
27/10/2021 |
2 |
Financial statements for the period ending on 31/03/2021 |
11/05/2021 |
17/05/2021 |
3 |
Financial statements for the period ending on 31/12/2021 |
30/03/2021 |
31/03/2021 |
4 |
Financial statements for the period ending on 30/09/2020 |
12/11/2021 |
15/11/2021 |
5 |
Clarification regarding unusual trading on 09/11/2020 trading session |
09/11/2020 |
10/11/2020 |
6 |
Clarification regarding unusual trading on 27/09/2020 trading session |
27/09/2020 |
28/09/2020 |
7 |
Financial statements for the period ending on 31/03/2020 |
13/08/2020 |
16/08/2020 |
8 |
Financial statements for the period ending on 30/06/2020 |
13/08/2020 |
16/08/2020 |
9 |
Disclosure of material information Disclosure of the impact of events resulting from the spread of the novel corona virus on the financial statements |
13/08/2020 |
16/08/2020 |
10 |
Financial statements for the period ending on 31/12/2019 |
14/07/2020 |
15/07/2020 |
11 |
Disclosure Regarding Claims and Decisions |
22/06/2020 |
23/06/2020 |
Second: Each of the following gentlemen:
1. Maher Abdullah Marafi – Chairman of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL)
1. Fadhel Abdullah Al Baghli – Vice Chairman of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL)
3. Mohamad Ahmad Al Kandari– Member of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL)
4. Emad Jumaah Al Salem– Member of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL)
5. Yousef Saeed Dashti – Member of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL)
For violating the provisions of Article (3-1) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. (7) of 2010 and their amendments, it was conclusively proven to the Authority that they did not have an approved plan to extinguish the accumulated losses on the company, according to the company’s letter dated 23/11/2021.
The Resolution included the infliction of the following penalty: -
First: Kuwait & Gulf Link Transport Company (KGL) is fined an amount to five thousand Dinars for the first and third violation and twenty thousand Dinars on the second violation.
Second: Each of the following gentlemen:
1. Maher Abdullah Marafi – Chairman of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL)
2. Fadhel Abdullah Al Baghli – Vice Chairman of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL)
3. Mohamad Ahmad Al Kandari– Member of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL)
4. Emad Jumaah Al Salem– Member of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL)
5. Yousef Saeed Dashti – Member of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL)
Is fined an amount of one thousand dinars for the attributed violation”.
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.