Title: Announcement regarding issuance of Disciplinary Board Resolution No. (106/2022) Disciplinary Board (71/2022) Authority and imposition of a fine and a warning against each of: 1- Jiyad Holding Company, 2- Saleh Nasser AlSaleh in his capacity as Chairman of the Board of Directors of Jiyad Holding Company, 3- Sabah Al-Salman Al-Sabah in his capacity as Vice Chairman of the Board of Directors & CEO of Jiyad Holding Company (formerly), 4- Zahra Waleed Ali in her capacity as Board Member of Jiyad Holding Company (formerly), 5- Ahmad Hasham Al-Qizweni in his capacity as Board Member Jiyad Holding Company (formerly) 6- Mohammad Jawad Al-Qallaf in his capacity as Board Member of Jiyad Holding Company (formerly) for violating the rules of Disclosure and Transparency and Corporate Governance

Announcement regarding issuance of Disciplinary Board Resolution No. (106/2022) Disciplinary Board (71/2022) Authority and imposition of a fine and a warning against each of:

1- Jiyad Holding Company,

2- Saleh Nasser AlSaleh in his capacity as Chairman of the Board of Directors of Jiyad Holding Company,

3- Sabah Al-Salman Al-Sabah in his capacity as Vice Chairman of the Board of Directors & CEO of Jiyad Holding Company (formerly),

4- Zahra Waleed Ali in her capacity as Board Member of Jiyad Holding Company (formerly),

5- Ahmad Hasham Al-Qizweni in his capacity as Board Member Jiyad Holding Company (formerly)

6- Mohammad Jawad Al-Qallaf in his capacity as Board Member of Jiyad Holding Company (formerly)

for violating the rules of Disclosure and Transparency and Corporate Governance

For the following reasons: 

First: Jiyad Holding Company violated the following provisions:

1) Item (2/a) of Article (3-5-1) of Module Ten (Disclosure and Transparency) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:

The Company delayed disclosing some employees in the list of insiders, as follows:

- The director of the Investor Relations and Client Service Department was appointed on 30/08/2020, according to the minutes of the Company's Board of Directors, and he was not included among the insiders until 1/11/2021.

- The risk management manager was appointed on 30/08/2020, according to the minutes of the Company's Board of Directors, and he was not included among the insiders until 1/11/2021.

2) Article (11-4) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments.

The Company failed to perform a performance evaluation for each member of the Board of Directors of the Company for 2019 and 2020, noting that the governance report for that ended on 31/12/2019 and 31/12/2020 indicated the availability of a mechanism for evaluating each member of the Board of Directors, in addition to the availability and presence of key performance indicators that identify strengths and weaknesses and suggestions to address them, the evaluations that were provided to the Authority were evaluations of the performance of the Board as a whole and not a detailed and accurate evaluations of the performance of each member of the Board of Directors.

A- Each of:

1- Saleh Nasser AlSaleh in his capacity as Chairman of the Board of Directors of Jiyad Holding Company,

2- Sabah Al-Salman Al-Sabah in his capacity as Vice Chairman of the Board of Directors & CEO of Jiyad Holding Company (formerly),

3- Zahra Waleed Ali in her capacity as Board Member of Jiyad Holding Company (formerly),

4- Ahmad Hasham Al-Qizweni in his capacity as Board Member Jiyad Holding Company (formerly)

5- Mohammad Jawad Al-Qallaf in his capacity as Board Member of Jiyad Holding Company (formerly)

They violated the provisions of Article (3-1) Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments, it was proven to the Authority that the Board Members did not carry out the tasks entrusted to them due to the following reasons: - Jiyad Holding Company disclosed on 29/07/ 2020 signing a contract to sell a quantity of 7,682,640 shares of a closed company (unlisted), without presenting and discussing that deal by the Board of Directors of Jiyad Holding Company, in addition the Company disclosed on 8/10/2020 the termination of a contract to sell a quantity of 7,682,640 shares of a closed company (unlisted), without presenting or discussing the termination of that contract by the Board of Directors of Jiyad Holding Company.

B - Jiyad Holding Company disclosed on 29/7/2020 signing a contract to sell 7,920,000 shares of the Company's shares (through its subsidiary), without presenting and discussing that contract by the Board of Directors of Jiyad Holding Company, as Jiyad Holding Company disclosed on 8/10/2020 regarding the termination of a contract to sell 7,920,000 shares of a Company’s shares (through its subsidiary), without presenting and discussing the termination of that contract by the Board of Directors of Jiyad Holding Company.

C- Each of:

1- Zahra Waleed Ali in her capacity as Board Member of Jiyad Holding Company (formerly),

2- Ahmad Hasham Al-Qizweni in his capacity as Board Member Jiyad Holding Company (formerly)

3- Mohammad Jawad Al-Qallaf in his capacity as Board Member of Jiyad Holding Company (formerly)

for violating the following:

1- The provision of Item (2) of Article (5-7) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments, the Chairman and members of the Audit Committee did not recommend the appointment of the external auditor assigned to study the financial statements for the period which ended on 31/12/2020.

2- The provision of Item (1) of Article (5-8) of the same module above, the Ordinary General Assembly, held on 16/08/2020, appointed the Company’s external auditor assigned to study the financial statements for the financial period that ended on 31/12/2020, without the availability of any recommendation by the Chairman and members of the Audit Committee.

The Resolution included the infliction of the following penalty: -

"First: - issuing a warning to stop committing the violation to Jiyad Holding Company for the first attributed violation and levying a fine against the same Company in an amount of KWD 2,000 for the second attributed violation.

Second: - Levying a fine against:

1- Saleh Nasser AlSaleh in his capacity as Chairman of the Board of Directors of Jiyad Holding Company,

2- Sabah Al-Salman Al-Sabah in his capacity as Vice Chairman of the Board of Directors & CEO of Jiyad Holding Company (formerly),

3- Zahra Waleed Ali in her capacity as Board Member of Jiyad Holding Company (formerly),

4- Ahmad Hasham Al-Qizweni in his capacity as Board Member Jiyad Holding Company (formerly)

5- Mohammad Jawad Al-Qallaf in his capacity as Board Member of Jiyad Holding Company (formerly)

An amount of KWD 10,000 (ten thousand Dinars) on each of them for the attributed violation.

Third: dismissal of the disciplinary case for (Zahraa Waleed Ali - Ahmed Hashem Al-Qazweni - Mohammad Jawad Al-Qallaf) in their capacity as members of the Audit Committee of the former Jiyad Holding Company.”

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 Laws 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.