Gulf Takaful Insurance Company will hold its Annual General Meeting (AGM) and Extraordinary General Meeting (EGM) on Wednesday, November 03, 2021 at 11:00 a.m. at the Company’s headquarters located at Shuhada Street, Al-Ghawali Tower, opposite to Al-Raya Tower, on the 12th floor, in order to discuss the following agenda items:
The AGM agenda includes:
- Hearing and approving the Board of Directors’ report for the financial year ended 31 December 2020.
- Hearing and approving the auditor’s report for the financial year ended 31 December 2020.
- Hearing and approving the Shairah Board’s report for the financial year ended 31 December 2020.
- Discussing and approving the company’s financial statement for the financial year ended 31 December 2020.
- Hearing and approving the report for transactions conducted with related entities and the transaction that will be conducted with related entities.
- Hearing the violations report and any disciplinary actions taken by the regulators.
- Absolving the board of directors’ members from all financial, administrative, and legal matters for the financial year ended 31 December 2020.
- Appointing or reappointing the external auditors for financial year ending 31 December 2021, and to authorize the Board of Directors to determine its fees.
- Appointing or reappointing the Shariah board for financial year ending 31 December 2021, and to authorize the Board of Directors to determine its fees.
- Any new business that may arise.
The EGM agenda includes:
- First: Amending Article (6) of the company’s Articles of Association as follows:
Edited Text After Amendments:
- An independent internal “Sharia Supervisory Board” shall be established. It shall consist of at least three members who are appointed by the AGM, after receiving the necessary approvals form the Insurance Regulatory Department. Nomination mechanism stipulated in the executive regulations of Law No. 125 of 2019 regarding insurance regulation should be followed. Members of the Shariah Supervisory Board may be selected, including its Chairman and a Vice-Chairman. The Chairman shall represent this Shariah board before the company’s board of directors, the AGM, and the Insurance Department. The term of membership is three years, subject to renewal. In the event of any disputes arising between the members of the Shariah Supervisory Board about the Sharia ruling, the company may refer the dispute to the Fatwa Board at the Ministry of Endowments and Islamic Affairs, which is the final authority in this regard. The candidate for membership of the Sharia Supervisory Board shall meet the following conditions: - He shall have full legal capacity.
- May not have been previously convicted of a felony with a freedom-restricting penalty, in a crime of bankruptcy due to negligence, or fraud, or convicted in a crime against honor or trust.
- Must be an expert specialized in Islamic financial transactions, law or economics, provided that the majority of the members should be Sharia specialists.
- May not be a shareholder of the company, a member of its board of directors, or one of its employees.
- May not be a member of more than three Shariah supervisory boards of licensed companies pursuant to the provisions of the law and these regulations.
- May not be a member of the Shariah Supervision Advisory Committee Department.
Second: Amending Article (15) of the Articles of Associations as follows:
Edited Text After Amendments:
- The company’s board of directors comprises of (7) members elected through the Annual General Meeting by secret ballot. Shareholder, individuals or legal entities, may cast their votes to elect board members pro rata to the number of shares they own, and the number of board members selected in this way is reduced from the total number members of the Board of Directors who are elected. Shareholders who are represented on the Board of Directors may not participate with the other shareholders in the election of the remaining members of the board except within the remaining available limits for the appointment of their representatives.
- A group of shareholders may jointly agree to appoint one or more board members by adding their collective number of shares. These representatives shall have the same rights and responsibilities as elected members.