Is it permissible to add an item in the agenda of the ordinary general assembly of the company which includes the delegation by the ordinary general assembly of its authorisation power referred to in paragraph (1) of Article (27) of the Companies Law to t
The Authority shall take no action in the event that the request to convene an Assembly includes an item to delegate the referred authorisation power of the Ordinary General Assembly, provided that such procedure is in accordance with the following conditions:
1) The duration of the authorisation shall be for a maximum of one year from the date of the General Assembly's approval to the delegation, or until the end of the current term of the Board of Directors of the Company, whichever is earlier.
2) The delegation shall not include the power to authorise the consultancy businesses and contracts which are provided to the company by a member of the board – pursuant to a professional license - in accordance with Article (3) of the Regulatory Rules and Procedures issued pursuant to the Companies Law relating to Listed Joint Stock Companies.
3) The delegation shall not exempt the company from disclosing related parties transactions in the relevant laws, regulations and instructions.
4) Members of the board of directors shall be prohibited from voting on the items of delegation and revoking the delegation in the General Assembly.
Without prejudice to the shareholder's right to recourse to the company and its board of directors if he/she considers that such delegation is being used in matters not in the interest of the company. Additionally, a number of shareholders whom their ownership represent 5% of the company's capital, have the right to add an item related to delegation revocation in the agenda of the Assembly meeting when preparing it, or submit a request to the board of directors to convene the Ordinary General Assembly to vote on the revocation of such delegation.
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