Are there any requirements or restrictions for setting the price range or the pricing of the offered shares?
The Parallel Market Listing Rules did not include any requirements or restrictions regarding the price range or the pricing of the offered shares.
When is the issuer permitted to apply for waiver from disclosure of a matter to be disclosed under the Parallel Market Listing Rules?
Where, in the opinion of the issuer, disclosure of any matter required by the Parallel Market Listing Rules would be unduly detrimental to the issuer, and omission is not likely to mislead the Qualified Investors with regard to facts and circumstances, knowledge of which is essential for the assessment of the securities in question, the issuer may apply for a waiver from the relevant requirement. The issuer must in that case provide to the Authority on a strictly confidential basis a statement of the requested waiver together with the reasons why the issuer believes that the information should not be disclosed at that time. The Authority may approve or reject the application for a waiver. If the Authority approves the application for a waiver, the Authority may at any time require the issuer to disclose any information in relation to the waiver.
What does Corporate Governance means?
It means rules to lead and guide the Company that includes mechanisms to regulate the various relationships between the Board, Executive Directors, shareholders and Stakeholders, by establishing rules and procedures to facilitate the decision making process and add transparency and credibility to it with the objective of protecting the rights of shareholders and Stakeholders and achieving fairness, competitiveness and transparency on the Exchange and the business
What are the Objectives of the Corporate Governance Regulations?
These Regulations aim at establishing an effective legal framework to govern the Company, and particularly aim at the following:
1) enhancing the role of the Company’s shareholders and facilitating the exercise of their rights;
2) Stating the competencies and responsibilities of the Board and the Executive Management;
3) enhancing the role of the Board and the committees and developing their capabilities to enhance the Company’s decision making mechanisms;
4) achieving transparency, impartiality and equity in the Exchange, its transactions, and the business environment and enhance disclosure therein;
5) providing effective and balanced tools to deal with conflicts of interest;
6) enhancing accountability and control mechanisms for the Company’s employees;
7) establishing the general framework for dealing with Stakeholders and protecting their rights;
8) supporting the effectiveness of the system for overseeing Companies and the tools thereof; and
9) raising the awareness of Companies in respect of the concept of professional conduct and encouraging them to adopt and develop such concept in accordance with their nature.
Is the Board of Directors of a listed Company on the Exchange required to establish governance rules for the Company?
Article 94 of the Corporate Governance Regulations requires the Board of Directors to establish governance rules for the Company that do not conflict with the mandatory provisions of the Corporate Governance provisions, and shall monitor their application, verify their effectiveness, and amend them as necessary.
What constitutes a Shareholders Assembly:
It is an assembly consisting of the shareholders in the Company formed in accordance with the provisions of the Companies Law and the Company’s bylaws.
What are the rights of shareholders?
Refer to chapter (1) and chapter (2) of Part (2) of the Corporate Governance Regulations for shareholders rights.
What does Controlling Interest mean?
It means the ability to influence actions or decisions of another person directly, indirectly, individually or collectively with a relative or an affiliate through: (A) owning %30 or more of the voting rights in a company, (B) having the right to appoint %30 or more of the administrative team members.
What are the Main Functions of the Board?
Without prejudice to the competencies of the General Assembly as per the Companies Law and Its Implementing Regulations and the Company’s bylaws, the Board shall have the broadest powers in managing the Company and guiding its activities to achieve its objectives. Among the main functions and competencies of the Board are the following-but not limited to-:
1) laying down the plans, policies, strategies and main objectives of the Company; supervising their implementation and reviewing them periodically; . And, ensuring that the human and financial resources required to fulfill them are available,
2) setting rules and procedures for internal control and generally overseeing them.
3) setting forth specific and explicit policies, standards and procedures for membership in the Board, without prejudice to the mandatory provisions of these Regulations, and implementing them following approval by the General Assembly;
4) developing a written policy that regulates the relationship with Stakeholders pursuant to the provisions of these Regulations;
5) supervising the management of the Company’s finances, its cash flows as well as its financial and credit relationships with third parties;
6) developing effective communication channels allowing shareholders to continuously and periodically review the various aspects of the Company's businesses as well as any material developments;
7) specifying the types of remunerations granted to the Company's employees, such as fixed remunerations, remunerations linked to performance and remunerations in the form of shares without prejudice to the Regulatory Rules and Procedures issued pursuant to the Companies Law related to Listed Joint Stock Companies.
Article (22) of the Corporate Governance Regulations can be referenced for detailed review of the main functions of the Board.
What are the Independent Director Duties?
In respect to Article (30) of these Regulations, an Independent Director of the Board shall effectively participate in the following duties:
1) expressing his/her independent opinion in respect of strategic issues and the Company’s policies and performance and appointing members of the Executive Management;
2) ensuring that the interest of the Company and its shareholders are taken into account and given priority in case of any conflicts of interest;
3) overseeing the development of the Company’s Corporate Governance rules, and monitoring the implementation of the rules by the Executive Management.
What is the Concept of the Competing Businesses?
The following shall be deemed a participation in any business that may compete with the Company or any of its activities:
1) the Board members’ establishing a company or a sole proprietorship or the ownership of a controlling percentage of shares or stakes in a Company or any other entity engages in business activities that are similar to the activities of the Company or its group.
2) accepting membership in the Board of a Company, an entity that competing with the Company or its group, or managing the affairs of a competing sole proprietorship or any competing company of any form.
3) the Board member’s acting as an overt or covert commercial agent for another company or entity competing with the Company or its group.
Can a Company combine remuneration and nomination committees into one committee?
A Company may combine remuneration and nomination committees into one committee named remuneration and nomination committee. In such case, the remuneration and nomination committee must satisfy the requirements related to any of them as set forth in Chapter 3 and 4 of Part 4 of the Corporate Governance Regulations, and exercise all the powers set forth in Article (61) and (65) of Corporate Governance Regulations, provided that the committee convenes periodically at least every six months.
For how long and where shall a company retain the documents required to be retained under the Corporate Governance Regulations?
A Company shall retain all minutes, documents, reports and other papers required to be maintained in the Company's head office for at least ten years as per these Regulations. This shall include the Board report and audit committee report. Without prejudice to this period, a Company, in case of any lawsuit (filed or threatened to be filed) or ongoing claim or any investigation relating to those minutes, documents, reports and other papers, shall maintain them until the end of the ongoing lawsuit, claim or i
How shall the company announce the place, date and time of the assembly?
After obtaining a non-objection from the Authority, the company shall announce the date, place and agenda of the General Assembly at least ten days prior to the date thereof; the invitation shall be published on the website of the Exchange, the Company's website and in a daily newspaper distributed in the province where the Company's head office is located and in accordance with the Instructions for listed companies announcements. The Company may invite for a General and\or Special Shareholders' Assemblies to convene using methods of modern technologies.
When shall a General Assembly, of a Company, convene?
Paragraph (b) of Article (13) of the Corporate Governance Regulations stipulates that: "The Ordinary General Assembly shall convene at least once per year within the six months following the end of the Company's financial year." and paragraph (c) of Article (13) of the Corporate Governance Regulations stipulates that:" The General and Special Shareholders' Assemblies shall convene upon an invitation from the Board in accordance with the situations stated in the Companies Law and Its Implementing Regulations and the Company’s bylaws. The Board shall invite the Ordinary General Assembly to convene upon the request of the external auditor, the audit committee or a number of shareholders holding shares equal to at least (5%) of the share capital of the Company. The external auditor may invite the Assembly to convene if the Board does not invite the Assembly within thirty days from the date of the external auditor's request."
