L'azurde Company for Jewelry Announces the Results of the Ordinary General Assembly Meeting, ( First Meeting )
|Introduction||The Board of Directors of L’azurde Company for Jewelry is pleased to announce the results of the Ordinary General Assembly Meeting (The First Meeting), which has been convened through the Contemporary Technology at 06:30 p.m on Wednesday 11 Shawwal 1441H Corresponding to 3 June 2020, after reaching the quorum as required by company’s bylaws|
|City and Location of the General Assembly's Meeting||The meeting of the General Assembly Meeting has been held virtually through the Contemporary Technology in light of the Capital Market Authority circular, which includes a direction to held of the General Assembly Meetings of Shareholders virtually through Contemporary Technology that allows shareholders to participate in the deliberation and vote. This resolution supports the efforts and precautionary measures to prevent the spread of Coronavirus (COVID-19).|
|Date of the General Assembly's Meeting||2020-06-03 Corresponding to 1441-10-11|
|Time of the General Assembly's Meeting||18:30|
|Percentage of Attending Shareholders||68.7%|
|Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees||The board members names who attended the General Assembly meeting are as follow |
1- Mr. Mohammed Ebrahim Al Shroogi - The Chairman
2- Mr. Abdullah Abdulaziz Al Othaim - Vice-chairman
3- Mr. Abdulkareem Asaad Abu Alnasr - Member of the Board and chairman of the Nomination and Remuneration Committee
4- Mrs. Sabah Khalil Almuayyed - Member of the Board and chairwoman of the Audit Committee
5- Mr. Brian Norman Dickie - Member of the Board and chairman of the Executive Committee
6- Mr. Khalifa Hassan Al Jalahma - Member of the Board
7- Mr. Adel A. Al-Maiman -Member of the Board
8- Mr. Bander Talaat Hamooh - Member of the Board
while Mr. Amin Mohamed El-Maghraby -Member of the Board was absent due to emergency reasons.
|Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf||1- Mrs. Sabah Khalil Almuayyed - Chairwoman of the Audit Committee |
2- Mr. Abdulkareem Asaad Abu Alnasr - Chairman of the Nomination and Remuneration Committee
3- Mr. Brian Norman Dickie - Chairman of the Executive Committee
|Voting Results on the Items of the General Assembly's Meeting Agenda's||1. Approve the Board Report for the fiscal year ending 31st December 2019. |
2. Approve the Auditors Report for the fiscal year ending 31st December 2019.
3. Approve the Financial Statements for the fiscal year ending 31 December 2019.
4. Approve appointing Baker Tilly MKM & Co. Certified Public Accountants as an external auditors from among the candidates recommended by the Audit Committee to audit the Company’s financial statements for the first, second, third quarter and the annual fiscal year 2020 and the first quarter of the fiscal year 2021 along with determining their fees.
5. Release the Board of Directors members from liability for the fiscal year ending 31st December 2019.
6. Approve the recommendation of the Board of Directors to appoint Mr. Khalifa Hassan Khalifa Al-Jalahma, a non-executive member of the Board of Directors from the date of his appointment on December 10, 2019, to complete the session of the Board until the date of the end of the current session on 25 April 2021, succeeding the previous member Mr. Sunil Bhilotra, a non-executive member.
7. Approve the recommendation of the Board of Directors to appoint Mr. Bander Talaat Hamooh, an independent member of the Board of Directors from the date of his appointment on March 18, 2020, to complete the session of the Board until the date of the end of the current session on 25 April 2021, succeeding the previous member Mr. Sélim Chidiac, an executive member.
8. Approve the Board’s decision to appoint Mr. Khalifa Hassan Khalifa Al-Jalahma, a non-executive member as a member of the audit committee starting from the date of December 10, 2019 until the end of the current committee’s term on April 25, 2021, succeeding of the former committee member Mr. Sunil Bhilotra, a non-executive member, Provided that the appointment is effective from the date of the recommendation decision issued on December 10, 2019 AD, and this appointment
comes in accordance with the charter of the audit committee.
9. Approve the Board of Directors’ remunerations and compensation for their membership (SR 1,485,500) for the fiscal year ending 31st December 2019.
10. Approve the recommendation of the Board of Directors not to distribute dividends for the fiscal year ending December 31, 2019
11. Approve the transaction and contract concluded between the Company and Mr. Brian Norman Dickie (Board of Directors Member) who has a direct interest. It consists of consultancy services agreement by an amount of SR (502,500) annually.
12. Approve authorizing the Board of Directors to distribute interim dividends to shareholders for the fiscal year 2020 on biannually or quarterly basis and determine the due and disbursement date in accordance with the regulatory rules and procedures issued in implementation of the Companies' law.
13. Approve delegating to the Board of Directors the General Assembly’s powers stipulated in paragraph (1) of Article (71) of the Companies Law, for a period of one year from the General Assembly’s approval, or until the end of the Board of Directors’ term whichever is earlier, in accordance with the terms stated in the Regulatory Rules and Procedures issued pursuant to the Companies Law related to listed joint-stock companies.
The Capital Market Authority and the Saudi Stock Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.