CmaBoardReleases
Title: Announcement regarding issuance of Disciplinary Board Resolution No. (78/2022 Disciplinary Board) (54/2022 Authority) and the imposition of a fine against: First: Rasiyat Holding Company. Second: each of: 1- Mr. Meshari Ayman Boodai - Chairman of the Board of Directors of Rasiyat Holding Company 2- Mr. Othman Ayman Boodai- Vice Chairman of the Board of Directors of Rasiyat Holding Company 3- Mr. Saleh Mohammed AlRoomi- Member of the Board of Directors of Rasiyat Holding Company 4- Mr. Abdulwahab Ayman Boodai - Member of the Board of Directors of Rasiyat Holding Company 5- Mr. Hamad Ali AlBahar - Member of the Board of Directors of Rasiyat Holding Company 6- Mr. Hamad Qais AlDuwairi- Member of the Board of Directors of Rasiyat Holding Company 7- Mr. Abdulrazzaq Jamal Al Othman- Member of the Board of Directors of Rasiyat Holding Company. Third: Mrs. Rabaah Saad Al-Mohanna – Auditor of Rasiyat Holding Company (Crowe Al-Muhanna & Co.) for violating the rules of Disclosure and Transparency, Corporate Governance, and Securities Activities and Registered Persons
Announcement regarding issuance of Disciplinary Board Resolution No. (78/2022 Disciplinary Board) (54/2022 Authority) and the imposition of a fine against:
First: Rasiyat Holding Company.
Second: each of:
1- Mr. Meshari Ayman Boodai - Chairman of the Board of Directors of Rasiyat Holding Company
2- Mr. Othman Ayman Boodai- Vice Chairman of the Board of Directors of Rasiyat Holding Company
3- Mr. Saleh Mohammed AlRoomi- Member of the Board of Directors of Rasiyat Holding Company
4- Mr. Abdulwahab Ayman Boodai - Member of the Board of Directors of Rasiyat Holding Company
5- Mr. Hamad Ali AlBahar - Member of the Board of Directors of Rasiyat Holding Company
6- Mr. Hamad Qais AlDuwairi- Member of the Board of Directors of Rasiyat Holding Company
7- Mr. Abdulrazzaq Jamal Al Othman- Member of the Board of Directors of Rasiyat Holding Company.
Third: Mrs. Rabaah Saad Al-Mohanna – Auditor of Rasiyat Holding Company (Crowe Al-Muhanna & Co.)
for violating the rules of Disclosure and Transparency, Corporate Governance, and Securities Activities and Registered Persons
For the following reasons:
First: Rasiyat Holding Company, for violating the following:
- Provision of Article (4-2-1) of Module Ten (Disclosure and Transparency) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:
“A Listed Company shall immediately disclose Material Information according to the following:
1) If information became available during working hours of the Authority or the Exchange, disclosure shall be made immediately upon availability, taking all the necessary precautions to prevent leakage of information before disclosure.
2) If the information became available outside working hours of the Authority or the Exchange, disclosure shall be made fifteen minutes before the start of the next trading session after the availability of the Material Information.”
Where it was conclusively proven to the Authority that the company was late in disclosing the material information in which is that all the Board members submitted their resignation from the membership of the Board at their meeting No. (4/2019) held on 21/04/2019, noting that what was specified in the minutes of the mentioned meeting on 21/04/2019 had been approved, but the outcomes were not disclosed until 28/04/2019.
- This is for violating item (7) of Article (5-6) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments, which stipulated the following:
“Below are the audit committee main features :
…………………..
7. Regular meetings shall be held periodically with external Auditors and four times at least with the internal auditor………………. “
It was conclusively proven to the Authority that the company did not provide the Authority with any meeting minutes signed by its auditor and its internal auditor proving their attendance at meetings with it as mentioned in the aforementioned item.
- This is for violating Article (6-9) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments, which stipulated the following:
“An independent audit firm shall be assigned to evaluate and review the internal
audit systems and prepare a report in this regard (Internal Control Report),……”
It it was conclusively proven to the Authority that the company assigned the auditor, Mrs. Rabaah Saad Al-Mohanna – Auditor of Rasiyat Holding Company (Crowe Al-Muhanna & Co.) to prepare the internal control report (ICR) for the financial year ending on December 31, 2020, noting that the same auditor had prepared the company’s financial statements for the same year, which leads to the absence of the independence of the aforementioned auditor.
- This is for violating Article (11-4) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments, which stipulated the following:
“The company shall develop systems and mechanisms to evaluate the performance
of the Members of a Board of Directors and executive management periodically……”
As it was proven to the Authority that no performance evaluation was available for every member of the company's board of directors for the year 2020.
Second: each of:
1- Mr. Meshari Ayman Boodai - Chairman of the Board of Directors of Rasiyat Holding Company
2- Mr. Othman Ayman Boodai- Vice Chairman of the Board of Directors of Rasiyat Holding Company
3- Mr. Saleh Mohammed AlRoomi- Member of the Board of Directors of Rasiyat Holding Company
4- Mr. Abdulwahab Ayman Boodai - Member of the Board of Directors of Rasiyat Holding Company
5- Mr. Hamad Ali AlBahar - Member of the Board of Directors of Rasiyat Holding Company
6- Mr. Hamad Qais AlDuwairi- Member of the Board of Directors of Rasiyat Holding Company
7- Mr. Abdulrazzaq Jamal Al Othman- Member of the Board of Directors of Rasiyat Holding Company.
This is for violating the provisions of paragraph (a, e) of item (1) of Article (3-7) of of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments, which stipulated the following:
“Board roles and responsibilities include, for example without limitation:
1. Approving company major goals, strategies, plans and policies, for example, at
the minimum:
a. The company comprehensive strategy, main work plans, reviewing and
directing the same.
e. Company organizational and employment structures and periodic review
thereof.”
It it was conclusively proven to the Authority the following:
• The lack of a strategic plan approved by the Board of Directors.
• The Board of Directors failed to periodically review the approved organizational structure of the company, bearing in mind that many jobs approved in the aforementioned structure are vacant.
Third: Mrs. Rabaah Saad Al-Mohanna – Auditor of Rasiyat Holding Company (Crowe Al-Muhanna & Co.):
This is for violating Item (2) of Article (3-4-4) of Module Five (Securities Activities and Registered Persons) of the Executive Bylaws of Law No. 7 of 2010 and their amendments, which stipulated the following:
“Each registered Auditor shall observe the following:
……………………….
2. He shall not provide additional services to Clients except for ancillary services.
He is prohibited from providing services that impact his independence
and neutrality such as advisory services and internal auditing while
undertaking review and audit.”
It it was conclusively proven to the Authority that she, as the auditor of Rasiyat Holding Company, prepares and approves the internal control report (ICR) for the financial year ending on 31/12/2020, despite her having prepared the company’s financial statements for the same year, which affects the independence and neutrality, in violation of the provision of item No. (2) of Article (3-4-4) above.
The Resolution included the infliction of the following penalty: -
“ First: Rasiyat Holding Company is fined an amount of five thousand Dinars for the first attributed violation and two thousand Dinars for each of the other attributed violations.
Second: each of:
1- Mr. Meshari Ayman Boodai - Chairman of the Board of Directors of Rasiyat Holding Company
2- Mr. Othman Ayman Boodai- Vice Chairman of the Board of Directors of Rasiyat Holding Company
3- Mr. Saleh Mohammed AlRoomi- Member of the Board of Directors of Rasiyat Holding Company
4- Mr. Abdulwahab Ayman Boodai - Member of the Board of Directors of Rasiyat Holding Company
5- Mr. Hamad Ali AlBahar - Member of the Board of Directors of Rasiyat Holding Company
6- Mr. Hamad Qais AlDuwairi- Member of the Board of Directors of Rasiyat Holding Company
7- Mr. Abdulrazzaq Jamal Al Othman- Member of the Board of Directors of Rasiyat Holding Company
are each fined an amount of one thousand Dinars for the attributed violation.
Third: Mrs. Rabaah Saad Al-Mohanna – Auditor of Rasiyat Holding Company (Crowe Al-Muhanna & Co.) 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.