Title: Announcement regarding issuance of Disciplinary Board Resolution No. (107/2022 Disciplinary Board) (23-41/2022 Authority) and imposition of a fine and warning against each of: First- Ream Real Estate Company (Ream); Second - Each of: 1- Tahani Ahmad Al-Foudari in her capacity as Chairman of the Board of Directors of Ream Real Estate Company, 2- Abdul-Aziz Eid Al-Rasheedi in his capacity as the former Vice Chairman of the Board of Directors of Ream Real Estate Company, 3- Khalid Abdul-Redha Nader Karam in his capacity as a former Board Member of Ream Real Estate Company, 4- Khalid Abdul-Lateef Al-Munayye in his capacity as a former Board Member of Ream Real Estate Company, 5- Fadi Ayad Al-Ramahi in his capacity as a former Board Member of Ream Real Estate Company; Third - Each of: 1- Abdul-Aziz Eid Al-Rasheedi in his capacity as the former Chairman of the Risk Committee of Ream Real Estate Company, 2- Fadi Ayad Al-Ramahi in his capacity as a former Member of the Risk Committee of Ream Real Estate Company, 3- Khalid Abdul-Redha Nader Karam in his capacity as a former Member of the Risk Committee of Ream Real Estate Company; Fourth – Abdul-Aziz Ahmad Al-Jeemaz in his capacity as the Secretary of the Board of Directors of Ream Real Estate Company for violating the rules of Disclosure and Transparency, Listing, and Corporate Governance.

Announcement regarding issuance of Disciplinary Board Resolution No. (107/2022 Disciplinary Board) (23-41/2022 Authority) and imposition of a fine and warning against each of:

First- Ream Real Estate Company (Ream).

Second - Each of:
1- Tahani Ahmad Al-Foudari in her capacity as Chairman of the Board of Directors of Ream Real Estate Company.
2- Abdul-Aziz Eid Al-Rasheedi in his capacity as the former Vice Chairman of the Board of Directors of Ream Real Estate Company.
3- Khalid Abdul-Redha Nader Karam in his capacity as a former Board Member of Ream Real Estate Company.
4- Khalid Abdul-Lateef Al-Munayye in his capacity as a former Board Member of Ream Real Estate Company.
5- Fadi Ayad Al-Ramahi in his capacity as a former Board Member of Ream Real Estate Company.

Third - Each of:
1- Abdul-Aziz Eid Al-Rasheedi in his capacity as the former Chairman of the Risk Committee of Ream Real Estate Company.
2- Fadi Ayad Al-Ramahi in his capacity as a former Member of the Risk Committee of Ream Real Estate Company.
3- Khalid Abdul-Redha Nader Karam in his capacity as a former Member of the Risk Committee of Ream Real Estate Company.

Fourth – Abdul-Aziz Ahmad Al-Jeemaz in his capacity as the Secretary of the Board of Directors of Ream Real Estate Company.

For violating the rules of Disclosure and Transparency, Listing, and Corporate Governance. 

For the following reasons:

First: Ream Real Estate Company (Ream) violate the following provisions:
1- Item (1) of Article (3-1-2) of Module Ten (Disclosure and Transparency) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:
The Company failed to list Al-Waha Auditing Office (the office that conducts the internal audit at the Company) and Fatma Saqer Al-Rushood Office (the office that conducts risk management at the Company) as part of the insiders list.

2- Article (1-13) of Module Twelve (Listing Rules) of the same Executive Bylaws:
The Company failed to comply with the International Reporting Standard (9) in the financial statements that ended on 31/12/2020, as the Company did not evaluate its investment in London Resort Company Holdings that was listed in a value of KWD 10,539,613 (ten million, five hundred and thirty-nine thousand, six hundred and thirteen Kuwaiti Dinars) within the Item of Financial assets at a fair value through profit or loss.

Second: Referral of the following names:
1-Ms. Tahani Ahmad Al-Foudari - Chairwoman of the Board of Directors of Ream Real Estate Company.
2- Mr. Abdul-Aziz Eid Al-Rasheedi - Former Vice Chairman of the Board of Directors of Ream Real Estate Company.
3- Mr. Khalid Abdul-Redha Nader Karam - Former Board Member of Ream Real Estate Company.
4- Mr. Khalid Abdul-Lateef Al-Munayye - Former Board Member of Ream Real Estate Company.
5- Mr. Fadi Ayad Al-Ramahi - Former Board Member of Ream Real Estate Company.

They violated the following provisions:
1- Article (3-1) of Module Fifteen (Corporate Governance) of the same Executive Bylaws:
It was proven to the CMA that the Company in general lacks qualified executive, administrative, and occupational cadres to manage the Company which shall enhance its competitive capacity and the ability to achieve high profits and maintain balanced growth rates for its profits. For example, filling the following positions: (Director of Information Systems Technology and Security Department, Projects Management Director, Investors Affairs Unit Manager, Financial Department Director, Maintenance Department Director, Marketing Department Director).

2- Article (10-1) of Module Fifteen (Corporate Governance) of the same Executive Bylaws:
The Company failed to comply with Article (190) of Law No. 1 of 2016 Regarding the Issuance of the Companies Law which states that:
“….. Resolutions may be passed by way of circulation, subject to the approval of all members of the board of directors”, as the Company’s Board of Directors has taken decisions by way of circulation without the approval of all members of the Board of Directors.

Third: Referral of the following names:
1- Mr. Abdul-Aziz Eid Al-Rasheedi in his capacity as the former Chairman of the Risk Committee of Ream Real Estate Company.
2- Mr. Fadi Ayad Al-Ramahi in his capacity as a former Member of the Risk Committee of Ream Real Estate Company.
3- Mr. Khalid Abdul-Redha Nader Karam in his capacity as a former Member of the Risk Committee of Ream Real Estate Company.
They violated the provision of Item (1) of Article (6-5) of Module Fifteen (Corporate Governance) of the same Executive Bylaws:
This is due to unavailability of strategies and policies approved by the Company’s Board of Directors for the risk management.

Fourth – Mr. Abdul-Aziz Ahmad Al-Jeemaz in his capacity as the Secretary of the Board of Directors of Ream Real Estate Company. He violated the provision of Item (1) of Article (2-7) of Module Fifteen (Corporate Governance) of the same Executive Bylaws:
This is due to his failure to sign a number of the Board of Directors’ minutes.

The Resolution included the infliction of the following penalty: -

“First: - Levying a fine against Ream Real Estate Company (Ream) in an amount of KWD 2000 (two thousand Dinars) for the first violation, and an amount of KWD 5000 (five thousand Dinars) for the second attributed violation.

Second: Levying a warning fine to discontinue committing the attributed violation on each of the following:
1- Tahani Ahmad Al-Foudari in her capacity as Chairman of the Board of Directors of Ream Real Estate Company.
2- Abdul-Aziz Eid Al-Rasheedi in his capacity as the former Vice Chairman of the Board of Directors of Ream Real Estate Company.
3- Khalid Abdul-Redha Nader Karam in his capacity as a former Board Member of Ream Real Estate Company.
4- Khalid Abdul-Lateef Al-Munayye in his capacity as a former Board Member of Ream Real Estate Company.
5- Fadi Ayad Al-Ramahi in his capacity as a former Board Member of Ream Real Estate Company.
For the first attributed violation, and dismissal of the disciplinary proceedings by them in regards with the second attributed violation.

Third: Levying a warning fine to discontinue committing the violation on each of the following:
1- Abdul-Aziz Eid Al-Rasheedi in his capacity as the former Chairman of the Risk Committee of Ream Real Estate Company.
2- Fadi Ayad Al-Ramahi in his capacity as a former Member of the Risk Committee of Ream Real Estate Company.
3- Khalid Abdul-Redha Nader Karam in his capacity as a former Member of the Risk Committee of Ream Real Estate Company.
For their attributed violation.

Fourth: Levying a warning to discontinue committing the violation on Abdul-Aziz Ahmad Al-Jeemaz in his capacity as the Secretary of the Board of Directors of Ream Real Estate Company 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 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.