The Disciplinary Board issued Resolution No. (19/2022 Disciplinary Board) (215/2021 Authority) and the imposition of a fine against: National Shooting Company (Shooting) for violating the Rules of Disclosure and Transparency and fined the Company KWD 10,000 for the two attributed violations.
The fines were imposed on the Company because it did not disclose the resolution of the Ministry of Commerce and Industry dated 26 September 2021 of reconvening the Company’s Annual General Meeting (AGM)that was held on 24 June 2021. On 10 October 2021, the Company disclosed the invitation to a new AGM to discuss the same agenda of the AGM previously held on 24 June 2021 without notifying the Company’s shareholders in advance of the mentioned resolution of the Ministry of Commerce and Industry. In addition to that, there is also the Company’s delay in disclosing the results of the general assembly meeting held on 24 October 2021, as it did not disclose this material information until 25 October 2021 at 10:11 am, that is during the trading session, which indicates its noncompliance with disclosure during the periods legally specified.
On a related note, the Disciplinary Board issued Resolution No. (25/2022 Disciplinary Board) (218/2021 Authority) and imposed a fine against:
First: National Shooting Company (Shooting).
Second: Mr. Mr. Sabah Salman Dawoud Al-Sabah in his capacity as the Chairman of the Board of Directors of National Shooting Company (Shooting)
Third: Mr. Mr. Sabah Salman Dawoud Al-Sabah in his capacity as the former Chairman of the Board of Directors of National Shooting Company (Shooting)
For violating the Rules of Corporate Governance for the following reasons:
First: National Shooting Company (Shooting) violated provision of Article (11-4) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 and their amendments:
It was proven to the Authority through the Company’s acknowledgment that the Company did not establish systems and mechanisms to evaluate the performance of each member of the Board of Directors and executive management periodically.
In his capacity as the former Chairman, Mr. Al-Sabah was fined an amount of KWD 20,000 for the attributed violation in his capacity, and he is prohibited from practicing any of the licensed activities and the registered activities with the Capital Markets Authority for three (3) years from the date of issuing the resolution.
The disciplinary action was taken against the Company for committing the following violations:
First: National Shooting Company: it was proven to the Authority through the Company’s acknowledgment that the Company did not establish systems and mechanisms to evaluate the performance of each member of the Board of Directors and executive management periodically.
Second: Mr. Sabah Salman Dawoud Al-Sabah in his capacity as the former Chairman of the Board of Directors of National Shooting Company: it was proven to the Authority that on 11 September 2017, the Company signed a contract of financing and sharing profits with …. Company (an associate company to National Shooting Company (Shooting)) for the purpose of investing its financial surpluses with the mentioned company in an amount of KWD 2,835,000, noting that the invested amount shall be returned with its profits after four (4) months.
In addition, the mentioned contract was renewed several times, the last of which was on 11 July 2019 in an amount of KWD 2,505,000, noting that the invested amount shall be returned with its profits after six months.
It was also proven that …. Company failed to pay the larger part of the invested amount of …. Company and that the failure was in the amount of KWD 2,434,761.
Moreover, on 02 July 2020, the two companies signed a final settlement contract based on which …. Company paid KWD 500,000 to …. Company, noting that the remaining amount of the investment shall be paid through …. Company’s assignment of its ownership of three companies in favor of …. Company. The settlement deal has high financial risks in the form that does not contribute in maximizing the profits and is not in the interest of the shareholders for the following reasons:
The Company does not have any feasibility studies concerning the mentioned three companies in settlement. Most of the assets of the previously mentioned three companies are in the shares of …. Company whose shares are suspended from trading.
The total amount of the assets of the mentioned three companies was KWD 1,375,349, of which KWD 1,314,235 represent the shares of …. Company whose shares are suspended from trading.
The remaining amount of the in-kind payment of KWD 559,412 was considered a temporary promotion, noting that no studies are available for such promotion.