The meeting were held at SUNDUS ROTANA Hotel (Al Diwan Hal)l on Monday 19th of March 2018 at 4:00 PM . The meetings discussed and approved the followings
The attendance as follow:-
1- Sheikh Aimen Bin Ahmed Bin Sultan AL Hosni (Chairman)
2- Sheikh Abdullah Bin Suliman Bin Hamed Al Harthy (Vice Chairman)
3 Sheikh Hilal Ali bin Abdullah bin Ali AL Khalili (Member)
4- Mr. Mohammed Bin Hamed Mohammed Al Harthy (Member)
5-Mr. Ahmed Bin Ali Bin Sulaiman Al Balushi (Member)
Absent
1- Mr. Ahmed Bin Mohammed Bin Rashid Al Sinani (Member)
2. Mr. Qais Bin Mahmood Bin Abdullah Al Khonji (Member)
Executive Management:
DR Rashid Bin Mohamed Alghailani (CEO)
CMA representatives:
Mr Abdulla Bin Hilal Al Siabi
Representative of the External Auditor (K P M G):
Mr. Mahmoud AL Majali
The Chairman of the BOD has welcomed the honorable attendees and suggested to appoint Mr. Abasher Elgalal the legal advisor of the company as secretary of the meetings. The attendees approved the appointment and then discussed the agenda as follows:-
Firstly the Extra Ordinary General Meeting:-
The EGM unanimously approved the followings:
1. Amendment of clause (27/ B) of the company Articles of Association.
2. Amendment of Clause (4) of the company articles of association, adding new activities related to the purposes of the company subject to obtaining approval from the competent authorities.
3. Establish of LLC Company (TASDEED) work in the field of electronic collection (attached) and approval. Subject for obtain approval from the competent authorities.
Approved by consensus
Secondly: The Annual General Meeting:-
The AGM unanimously approved the followings:
1. Directors report for the Fiscal Year ended 31st December 2017.
2. Corporate Governance Report for the fiscal year ended 31st December 2017.
3. The Board performance report for the financial fiscal year ended 31/ December 2017.
4. The Auditors’ Report, including, Balance Sheet and Profit & loss Account for the Fiscal Year ended 31st December 2017.
5. The proposed cash dividend to shareholders by (10%) of the issued capital equivalent Ro (10Bisas per share).
6. The propose dividend of bonus shares of (10%) of the issued capital (10 shares for 100) for the shareholders for financed year ended 31/12/2017.This will increase the issued capital from RO 10 Million (100,000,000) Shares to RO 11,000,000 (110 Million shares).
7. Sitting fees of the BOD and Its Committees for the previous financial year, and recommended sitting fees for the next year .
8.The Directors’ Remuneration for the financial Year ended on 31st December 2017 amounted to R.O (36,400)
9. The Related Parties Transactions executed in the financial year ended 31/12/2017.
10.The Amounts donated to charity organizations during the financial year ended 31/12/2017.
11. Allocated the sum of R O (15,000) to support the community and charity organizations during the year 2017.
12. Approved the Criteria for measuring the performance of Board of Directors.
13. Appointed Ms. KPMG as External Auditors for the financial year ending on 31st December 2018 and fixed their fees.
14. Appointed Ms. Deloitte as an independent consultant to evaluate the BOD performance for the financial year ending on 31/12/201 and. fixed their fees.
15 Since the company received only (7) nominations forms for the elections of the new BOD for the period from 19/3/2018 to 18/3/2021 by the end of the deadline stipulated by the law, by the end of the working hours of Wednesday 14/3/2018, legal advisor stated that the candidacy for the new tenure of the BOD has been announced and closed in accordance with the requirements of the law and only (7) nomination forms were received , Hence the nominated candidates shall be considered winners by uncontested election.
Finally , The Chairman has thanked the attendees the Directors and the executive management and concluded the meeting at 4.30 PM.
Furthermore, the new Board held their preliminary meeting and decided the followings
A) The composition of the BOD has been decided as Follows:-
1) Sheikh Aimen Bin Ahmed Bin Sultan AL Hosni (Chairman)
2) Sheikh Abdullah Bin Suliman Bin Hamed Al Harthy (Vice Chairman)
(3 Sheikh. Hilal Bin Ali Bin Abdullah Al Khalili (Member)
4) Mr. Mohammed Bin Hamed Bin Mohammed Al Harthy (Member)
5) Mr. Ahmed Bin Ali Bin Sulaiman Al Balushi (Member)
6) Mr. Ahmed Bin Mohammed Bin Rashid Al Sinani (Member)
7) Mr. Qais Bin Mahmooud Bin Abdullah AL Khonji (Member)
B) The Executive Committee has been formed as Follow:-
1) Sheikh Aimen Bin Ahmed Bin Sultan AL Hosni (Chairman)
2) Mr. Mohammed Bin Hamed Bin Mohammed Al Harthy (Member)
3) Mr. Ahmed Bin Mohammed Bin Rashid Al Sinani (Member)
4) Sheikh Hilal Bin Ali Bin Abdullah Al Khalili (Member)
C) The Audit Committee has been formed as Follow:-
1) Mr. Ahmed Bin Ali Bin Sulaiman Al Balushi (Chairman)
2) Sheikh Abdullah Bin Suliman Bin Hamed Al Harthy (Member)
3) Mr. Qais Bin Mahmooud Bin Abdullah AL Khonji (Member)
4) Sheikh Hilal Bin Ali Bin Abdullah Al Khalili (Member)
D) The Nomination & Remuneration Committee has elected as follow:-
1) Sheikh Abdullah Bin Suliman Bin Hamed Al Harthy (Chairman)
2) Mr. Qais Bin Mahmooud Bin Abdullah AL Khonji (Member)
3) Mr. Mr. Ahmed Bin Mohammed Bin Rashid Al Sinani (Member)
The BOD has appointed Mr. Osama Al Kashif as Company Secretary.
ABASHER ELGALAL
EGM/AGM Secretary & Legal Advisor
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