Announcement from the CMA Regarding the Issuance of the Appeal Committee of (CRSD)’s Decision Regarding a Case Related to the Violation of the Former Board Members of Alujain Holding Corporation and Referring a Number of Them to The Public Prosecution
Tuesday, October 06, 2020 at 4:17 PM
Tue Oct 6, 2020 16:17
The CMA announces the issuance of the Appeal Committee for the Resolution of Securities Disputes (ACRSD)’s decision No. (1939/L.S/2020) of 1441H dated 10/11/1441H., corresponding to 01/07/2020G, regarding the case filed by the former board chairman and members of Alujain Holding Corporation, who were removed on 14/06/2017G, against the CMA board`s resolution regarding their violations committed during their membership on Alujain Holding Corporation Board of Directors, specified below:
1) The violation of the former board chairman of Alujain Holding Corporation of paragraph (b) of Article (24) of the Corporate Governance Regulations, for holding the position of the board chairman and an executive position at the same time.
2) The violation of the former board chairman and members of Alujain Holding Corporation of Article (43) of the Corporate Governance Regulations, for their failure to develop an explicit and written policy to deal with actual and potential conflicts of interest situations, which may affect the performance of the board members, the executive management or any other employees of the company when dealing with the company or other stakeholder.
3) The violation of the former board chairman and members of Alujain Holding Corporation of paragraph (a) of Article (60) and paragraph (a) of Article (64) of the Corporate Governance Regulations, for their failure to form a Remuneration and Nomination Committee from among the board members (non-executive).
The (ACRSD)’s decision concluded with upholding the CMA Board`s resolution, including imposing fines amounted to (1,900,000) One Million Nine Hundred Thousand Saudi Riyals upon them for such violations.
The CMA would like to notify investors and participants in the capital market that the CMA had previously issued a Board Resolution for the referral of another suspicion of the violation of several former board members of Alujain Holding Corporation to the Public Prosecution, for the suspicion of violating paragraph (C) of Article (211) of the Companies Law. As they used Alujain Holding Corporation’s voting rights in one of its subsidiaries against Alujain’s interest and in their own interests. In addition to the suspicion of violating paragraph (a) of Article 49 of the Capital Market Law, for their failure to disclose material developments during their membership on Alujain Holding Corporation’s Board of Directors.
In this Context, the CMA appreciate the efforts and the cooperation with the Oversight and Anti-Corruption Authority in this matter, and calls upon all the boards of directors of listed companies to adhere to all of the board’s statutory duties and responsibilities. The Capital Market Authority also assures its devotion to apply the Capital Market Law and the Companies Law and their Implementing Regulations to enhance the protection of the capital market and the investors from unfair practices.