Title: Announcement regarding issuance of Disciplinary Board Resolution No. (110/2022 Disciplinary Board) (8 and 67/2022 Authority) and imposition of a fine against: 1- Investors Group Holding Company, 2- Chairman of the Board of Directors, 3- Vice Chairman of the Board of Directors, 4- Members of the Board of Directors (3 members), 5- Chief Executive Officer, 6- External Auditor, for Violating the Rules of Listing, Corporate Governance, and Securities Activities and Registered Persons

Announcement regarding issuance of Disciplinary Board Resolution No. (110/2022 Disciplinary Board) (8 and 67/2022 Authority) and imposition of a fine against: 1- Investors Group Holding Company, 2- Chairman of the Board of Directors, 3- Vice Chairman of the Board of Directors, 4- Members of the Board of Directors (3 members), 5- Chief Executive Officer, 6- External Auditor, for Violating the Rules of Listing, Corporate Governance, and Securities Activities and Registered Persons.

For the following reasons:
First: Investors Group Holding Company violated the following:

1) The provision of Article (1-13) of Module Twelve (Listing Rules) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:
It was proven to the CMA that it did not implement the International Financial Reporting Standard No. 10 (IFRS 10) “Consolidated Financial Statements”, as the financial statements of …. Company were compiled within the financial statements of Investors Group Holding Company for the periods that ended on 31/12/2020, 31/3/2021, 30/6/2021, and 30/9/2021.

2) The provision of Item (2) Article (1-15-1) of Module Twelve (Listing Rules) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:
It was proven that the Company did not submit copy of its financial statements for the financial year that ended on 31/12/2021 to Boursa Kuwait Securities Company and the Capital Markets Authority during the period determined by Law of 90 days to this date.

Second: Each of the following:
1. Chairman of the Board of Directors of Investors Group Holding Company.
2. Vice Chairman of the Board of Directors of Investors Group Holding Company.
3. Member of the Board of Directors of Investors Group Holding Company.
4. Member of the Board of Directors of Investors Group Holding Company.

They violated the following:
1. The provision of Article (3-1) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments.
2. The provision of Item (4) of Article (3-10) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments.
3. The provision of Item (18/a) of Article (3-7) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments.

It was proven to the CMA that the Board of Directors of Investors Group Holding Company approved the financial statements for the periods that ended on 31/12/2020, 31/3/2021, 30/6/2021, and 30/9/2021 with regard to the Company’s violation to the International Financial Reporting Standard No. 10 (IFRS 10) “Consolidated Financial Statements” of the principles of compiling financial statements.

Third: Chief Executive Officer’s violation:
1- In his Capacity as CEO of Investors Group Holding Company, he violated the provision of Item (4) of Article (3-10) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:

It was proven to the CMA that the CEO of Investors Group Holding Company committed a violation by approving the financial statements for the periods that ended on 31/12/2020 as well as the periodic statements for the periods that ended on 31/3/2021, 30/6/2021, and 30/9/2021 with regard to the Company’s violation to the International Financial Reporting Standard No. 10 (IFRS 10) “Consolidated Financial Statements” of the principles of compiling financial statements.

2- In his capacity as Member of the Board of Directors of Investors Group Holding Company, he violated the following:
1) The provision of Article (3-1) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments.
2) The provision of Item (4) of Article (3-10) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments.
3) The provision of Item (18/a) of Article (3-7) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments.

It was proven to the CMA that the Board of Directors of Investors Group Holding Company approved the financial statements for the periods that ended on 31/12/2020, 31/3/2021, 30/6/2021, and 30/9/2021 with regard to the Company’s violation to the International Financial Reporting Standard No. 10 (IFRS 10) “Consolidated Financial Statements” of the principles of compiling financial statements.

Fourth: The external auditor of Investors Group Holding Company violated the provision of Article (3-4-5) of Module Five (Securities Activities and Registered Persons) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:
It was proven to the CMA that the auditor performed the following:

1) Provided qualified opinion on more than 98% of the assets of Investors Group Holding Company without the existence of sound bases for providing such opinion, which is considered a suspected violation to the provision of Paragraph (2) of the International Standard on Auditing 705.

2) Provided qualified opinion of unclear bases by reserving on the debt settlement process with related parties through relying on the possibility to refrain from settlement between the Investors Group Holding Company and 3 companies, and the possibility of potential legal dispute between the parent company and the concerned parties, without mentioning the justifications of those possibilities.

3) The auditor did not include a reservation and provide any notice in his report within the financial statements of Investors Group Holding Company for the periods that ended on 31/3/2021, 30/6/2021, and 30/9/2021 with regard to the Company’s violation to the International Financial Reporting Standard No. 10 (IFRS 10) of the principles of compiling financial statements.

The Resolution included the infliction of the following penalty: -
"First: Levying a Fine on Investors Group Holding Company in the amount of KWD 10,000 (ten thousand Dinars) for the first violation, and the amount of KWD 1000 (one thousand Dinars) for the second attributed violation.

Second: Levying a Fine on each of:
1. Chairman of the Board of Directors of Investors Group Holding Company.
2. Vice Chairman of the Board of Directors of Investors Group Holding Company.
3. Member of the Board of Directors of Investors Group Holding Company.
4. Member of the Board of Directors of Investors Group Holding Company.
In the amount of KWD 5000 (five thousand Dinars) on each one of them for the attributed violation.

Third: Levying a fine on Member of the Board of Directors in his capacity as the CEO of Investors Group Holding Company in the amount of KWD 10,000 (ten thousand Kuwaiti Dinars) for the attributed violation due to correlation.

Fourth: Levying a fine on the external auditor of Investors Group Holding Company in the amount of KWD 5000 (five thousand Dinars) for the violation attributed to him (in all its items)”.
 
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.