CMA LAW: Announcement regarding issuance of Disciplinary Board Resolution No. (69/2023) Disciplinary Board - (97/2023) Authority, and imposition of a fine against each of: 1- Massaleh Real Estate Company, Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Members of the Board of Directors, 2- Head and Member of the Audit Committee of Massaleh Real Estate Company for violating the rules of Corporate Governance.

Announcement regarding issuance of Disciplinary Board Resolution No. (69/2023) Disciplinary Board - (97/2023) Authority, and imposition of a fine against each of:

1. Massaleh Real Estate Company, Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Members of the Board of Directors.
2. Head and Member of the Audit Committee of Massaleh Real Estate Company

for violating the rules of Corporate Governance.

For the following reasons

First: Massaleh Real Estate Company, for violating the following:

1. Provision of Item (4) of Article (6-3) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and its amendments:

The Company repeatedly, assigns risk management tasks to an external company without having any qualified human resources to carry out the aforementioned management tasks and to deal with the company to which those tasks are assigned.

2. Provision of Item (2) of Article (6-7) of the same Module:

The Company, assigns internal audit tasks to an external company without having any qualified human resources to carry out the aforementioned management tasks and to deal with the company to which those tasks are assigned. In addition to not assigning an internal audit manager.

3. Provision of Article (11-1) of the same Module:

None of the members of the Board of Directors or Executive Management participated in any training courses from 2019 until 18/05/2023.

Second: Each of:

1. Chairman of the Board of Directors of Massaleh Real Estate Company.
2. Vice Chairman of the Board of Directors of Massaleh Real Estate Company.
3. Members of the Board of Directors of Massaleh Real Estate Company

For violating the provision of Item (1/A) of Article (3-7) of Module Fifteen (Corporate Governance) of the Executive Bylaws of the aforementioned Law which stipulates that:

This is due to the lack of a strategic plan approved by the Board of Directors for the years 2019-2020-2021.

Third: each of:

1. Head of the Auditing Committee.
2. Member of the Auditing Committee.

It was proven that they violated to provision of Item (11) of Article (5-7) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. (7) of 2010 and its amendments, due to not committing to reviewing the results of the supervisory reports and taking the necessary measures in this regard.

The Resolution included the infliction of the following penalty: -

“First: - Levying a fine against Massaleh Real Estate Company in an amount of KWD 5,000 (five thousand Dinars) for each of the first and second violation, and an amount of KWD 2,000 (two thousand Dinars) for the third attributed violation.

Second: - Levying a fine against each of:

1. Chairman of the Board of Directors of Massaleh Real Estate Company.
2. Vice Chairman of the Board of Directors of Massaleh Real Estate Company.
3. Members of the Board of Directors of Massaleh Real Estate Company

an amount of KWD 1,000 (one thousand Dinars) for each of them for the attributed violation.

Third: Levying a fine against each of:

1. Member of the Board of Directors of Massaleh Real Estate Company and Head of the Auditing Committee.
2. Member of the Board of Directors of Massaleh Real Estate Company and Member of the Auditing Committee.

an amount of KWD 2,000 (two thousand Dinars) for each of them for the two attributed violations.

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.

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