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Adding a sixth clause to Article (28) (1) bis
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Roles and Duties of the Board of Directors (BOD)
The board shall represent all shareholders, and exercise due diligence in managing the company in an effective and productive manner for the best interest of the company, partners, shareholders, and stakeholders, and achieve the common interest, augment the investment in Qatar, and enhance community development. It shall assume the responsibility of protecting shareholders from illegal or abusive actions and practices, or any actions or decisions that may affect them or perform any acts of discrimination against them or enable one group to prevail over the others.
BOD shall assume its responsibility according to the following:
1- The board performs its duties responsibly, in good faith, seriousness and concern, and its decisions shall be gleaned and based on adequate information from the executive management, or any other reliable source.
2- A board member represents all the shareholders, and he must observe the interest of the company, not the interests of whoever represents him or whoever voted for him to be appointed to the board.
3- The board defines the powers it delegates to the executive management, the decision-making procedures and the duration of the delegation. It also defines the issues that it retains the authority to decide on, and the executive management shall render periodic reports on its exercise of the delegated powers.
4- Ensure that procedures are in place to familiarize new board members with the company's business, especially the financial and legal aspects, in addition to training them, if necessary.
5- Ensure that the company provides adequate information about its affairs to all board members in general and to non-executive board members in particular, in order to enable them to perform their duties and tasks efficiently.
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Roles and Duties of the Board of Directors (BOD)
The board shall represent all shareholders, and exercise due diligence in managing the company in an effective and productive manner for the best interest of the company, partners, shareholders, and stakeholders, and achieve the common interest, augment the investment in Qatar, and enhance community development. It shall assume the responsibility of protecting shareholders from illegal or abusive actions and practices, or any actions or decisions that may affect them or perform any acts of discrimination against them or enable one group to prevail over the others.
BOD shall assume its responsibility according to the following:
1- The board performs its duties responsibly, in good faith, seriousness and concern, and its decisions shall be gleaned and based on adequate information from the executive management, or any other reliable source.
2- A board member represents all the shareholders, and he must observe the interest of the company, not the interests of whoever represents him or whoever voted for him to be appointed to the board.
3- The board defines the powers it delegates to the executive management, the decision-making procedures and the duration of the delegation. It also defines the issues that it retains the authority to decide on, and the executive management shall render periodic reports on its exercise of the delegated powers.
4- Ensure that procedures are in place to familiarize new board members with the company's business, especially the financial and legal aspects, in addition to training them, if necessary.
5- Ensure that the company provides adequate information about its affairs to all board members in general and to non-executive board members in particular, in order to enable them to perform their duties and tasks efficiently.
6- The board may sell and buy or mortgage estates, sell and buy shares and movables or mortgage them, obtain financing and facilities from local or foreign banks, and sign all contracts, documents, attorneys, transactions and other documents related to these finances, facilities and warrants and implement them (including any mortgages or warrants or transfer of ownership, warrants, transfer of rights, etc.. in order to realize the purposes of this financing, which is in alignment with the interest of the company and achieve its objectives, according to the own discretion of the Board of Directors.
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Amending clause (2) From
Article (29)
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The board of directors shall convene upon the invitation of its chairman, and the chairman shall call the board to a meeting whenever requested by at least two of the members.
The meeting shall not be valid unless at least half of the members are present, provided that the number of attendees is not less than three.
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The board of directors shall convene upon the invitation of its chairman, and the chairman shall call the board to a meeting whenever requested by at least two of the members.
The board meeting shall not valid unless attended by the majority of the members, provided that one of them is the chairman or the vice chairman
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Article (38)
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The general assembly represents the shareholders and may not be held except in the city of Doha.
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The general assembly represents the shareholders and it convenes in the company’s head office or in any other place determined by the board of directors within the city of Doha, and the board of directors may invite to the general assembly upon necessity, and the board shall invite to the general assembly to convene whenever requested to do so by a shareholder or shareholders who own no less than (10%) of the capital, and for reasonable justifications.
The general assembly may hold its ordinary and extraordinary assembly meetings remotely by any secure means of modern technology , enabling shareholders to listen, actively participate, vote on the assembly’s matters on the agenda and issue decisions, after the approval of the Companies Affairs Department .
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