Disclosure and Transparency
Disclosure and Transparency
Al-Tijaria adopts a policy of disclosure and transparency towards its Board of Directors, shareholders and stakeholders, and towards the concerned authorities and regulators in compliance with the laws of the State of Kuwait.
1. Disclosure requirements:
- Exploitation of undisclosed information that may affect the price of a Al-Tijaria shares, and any transaction in breach of this condition is subject to investigation by the company, and will be considered for suitable punitive action, as well as being subject to legal liability, and may be overturned or revoked by the concerned authorities.
- Al-Tijaria employees are prohibited from spreading rumors about the purchase and sale of its shares.
- The company shall disclose each Shareholder owning 5% or more of the company’s shares on the company's website, the Stock Exchange (KSE) and the Capital Markets Authority (CMA).
- Any member of the Board or employee holding 5% or more of the shares in any of the Al-Tijaria Companies shall disclose this to the CMA, the company, the Board of Directors, and the Head of Risk Management and Compliance Unit, which in turn shall notify the KSE and the CMA.
- By law, those cognizant, should disclose to regulatory bodies any sale or purchase of the company's shares. Civil and criminal penalties may be imposed for non-disclosure of ownership or transactions; each individual is responsible for compliance with the laws and regulations.
- The company shall prepare a record containing all disclosures received and amend its records accordingly. Any interested person may consult these records during official working hours.
- The company is committed of identifying a responsible person to respond to regulatory inquiries regarding disclosure and transparency.
2. Disclosure Dates:
The company shall promptly disclose, without any delay, any significant information in accordance with the following:
- If the information is available during the working hours of the CMA and the KSE, the disclosure shall not exceed the time of availability of the material information.
- If the information is available in the closing hours of the CMA and the KSE, disclosure shall be made fifteen minutes prior to the commencement of the next trading session following the availability of the material information.
- If the company is listed on a foreign exchange market, it shall take all measures to ensure that the material information is disclosed simultaneously, domestically and externally, and to the broadest possible extent. If the rules governing the foreign market require that the company disclose material information occurring on public holidays in the State of Kuwait, the company shall immediately disclose such information to the CMA and the KSE at least fifteen minutes before the commencement of the next trading session following the official holiday.
- In the event that incomplete information is available or the company anticipates that material information will be available during the trading session, it shall notify the Authority and the Stock Exchange thereof and immediately request the KSE to temporarily suspend trading on the company's shares and issue a declaration containing the following:
All available details about the matter and the reasons for it not being disclosed and the reasons for the request of suspension from trading and the expected duration of suspension.
The undertaking to announce further details as soon as possible, and in such a case the Stock Exchange may suspend trading on the company's shares after checking whether the request to stop the circulation of the stock is in the interests of the traders.
The CMA may itself impose a temporary suspension of trading on the company's securities in the Stock Market if it finds to have information or conditions affecting the company's activities, and considers that such conditions are likely to affect the market and traders.
- If there is any additional material information in relation to that already disclosed by the company, the company shall immediately disclose the additional information through the supplementary disclosure form, provided that the underlying disclosure is noted.
3. Disclosure obligations:
- The company is committed to follow all the laws, regulations and instructions related to disclosure issued by the various regulatory and supervisory bodies, due to its belief of the importance of transparency in enhancing the confidence of shareholders and stakeholders, and maintaining the company’s reputation in the markets in which it operates.
- Each shareholder shall notify the CMA and the company of any direct or indirect interest in the shares of the company where the contribution represents 5% or more of its capital. The company shall disclose the names of its shareholders whose contribution represents 5% or more of its capital on an annual basis. In any change to this ratio, the responsibility for disclosing the material information is the responsibility of Al-Tijaria. The disclosure must be made in a timely manner in accordance with the provisions of these instructions, including but not limited to the following:
- Entering into a joint venture, a merger or an acquisition that has a significant impact on the company.
- Conclusion or termination of an effective contract.
- Selling or buying assets.
- Listing the company's securities in other stock exchanges or a foreign market.
- The existence of a new product (commodity, service) or new discovery, which would lead to a significant improvement in revenue.
- Any significant change in the company's activities or circumstances, such as availability and access to resources, that would result in a significant improvement or deterioration of revenues.
- Any material impact as a result of the issuance of laws or decisions by governmental bodies - local or foreign- or international organizations etc.
- Any changes in accounting policies, in conjunction with identification of the reasons for the changes, and their impact on the financial statements.
- Any change in the composition of the members of the Board or members of the senior and executive management or the members of the Shari'a Supervisory Board, or any change to the external auditor, with the company, indicating the reasons for such change.
- Significant changes in the company's liabilities, whether short or long-term, such as obtaining any financing, any form of credit facilities, or issuing debt instruments with details of the issuance and the purpose to be used.
- Any significant change in capital investment plans that would lead to significant improvement or deterioration of revenues such as plant construction, increased equipment, increased production lines and targeted markets.
- Any significant change in the capital structure.
- Defaults on debts, liabilities or interest.
- Any legal action that may affect the overall course of the company's business, its financial position or its legal entity, any developments therein, and any final judicial judgment issued on its subject matter, shall have an effective effect on the company.
- The existence of any dispute that may affect the overall course of the company's business with any parties (customers, suppliers, subcontractors, workers and employees).
- Any valuation results for an asset held by the company that have an impact on the outcomes of its business.
- Any transaction, between the company and its subsidiaries, or associates, or any arrangement by which each party enters into any project or asset, or provides financing and has an effective impact.
- Any credit rating of the company and any change that may occur to it.
- Any change or modification to the purposes and activities of the company.
- The announcement of the merger, transformation or division or liquidation of the company, or any of its subsidiaries and affiliates.
- Transactions of a non-recurring nature that may be acquired or performed by the company, including, but not limited to: evaluating property, obtaining compensation, paying compensation to others, and making donations to others that may affect the company's profits and financial position.
- The availability of material information relating to subsidiaries and associates when it is significant in its financial position.
- Cessation of work, or the halting of one of the company’s main activities, explaining the reasons for it, whether as a result of disasters, fire, or voluntary cessation of activity for any other reasons.
- CMA’s approvals on purchase or sale of treasury shares as soon as they are issued
- Disclosure of the invitation to the General Assembly, provided that such disclosure shall include a summary of the meeting’s agenda.
- Disclosure of when a Board meeting is convened to discuss financial statements or any significant decisions.
- Disclosure of the results of the meeting of the General Assembly or the Board of Directors and disclosure of postponement of the meeting and the reasons that called for the postponement.
- Disclosure of financial statements (interim and annual).
4. Deferred Disclosure Conditions:
Some material information should remain confidential until it reaches the stage at which such information can be disclosed without prejudice to the legitimate interests of the company. If the disclosure of material information is compromising the confidentiality of negotiations, or preliminary proceedings of the company's agreements, or any other transaction, until a binding resolution is reached on this agreement or transaction, the company shall postpone disclosure, provided that:
The postponement of disclosure offers no chance for misleading stakeholders in terms of the facts and circumstances necessary to assess the company’s financial position.
- The company shall take all measures to maintain complete confidentiality in respect of the material until it is disclosed.
- The company shall, after disclosing the information, submit the reasons for delaying the disclosure. The company may consult the Authority before postponing the disclosure to determine the correctness of the postponement of the disclosure.
The assurance of complete confidentiality with respect to the relevant information means that the company shall take all measures to ensure that access to such information is limited to the minimum number of persons, and that it is available only to the highest administrative levels of the company. Informing staff should only come after assessing their need to know such information in order to carry out their duties, taking into account that the processing of documents and data relating to such information shall continue to be kept to a minimum.
5. Dealing with rumors and news:
When there is speculation, news or information circulating with regards to the company, through any of the various media; this includes rumors or information circulating among investors, which is likely to have an impact on the price of the company's shares; or a link to the investment decisions of the traders, it must be immediately clarified, confirmed or denied without delay, in accordance with the time specified in section (3) of these instructions, regardless of whether it is true or not.
Should the company not make a statement on the speculation, news, information or rumors, KSE and CMA may impose a temporary suspension of trading on the company's shares and take such measures as it deems appropriate, in accordance with the law and regulations.
6. Unusual trading activity:
In the event of unusual trading activity in the shares of the company, in terms of price or volume, the Stock Exchange Authority will address whether a company needs to issue a comment. The company must do the following:
- If the company determines that the unusual trading activity was due to material information previously disclosed in accordance with the established system, a re-statement is required, including clarification of any developments that may have occurred in the material information that has already been already disclosed.
- If unusual activity is due to speculation, news, rumors or related information, it must immediately comment on that information without delay.
- If unusual trading activity results from the leaking of material information that the company has not previously disclosed, it must immediately disclose the material information regardless of whether it is appropriate to disclose such information to the company's interests or not.
- If the company is unable to determine the cause of the unusual trading activity, it shall issue a general declaration that there have been no recent developments that would have affected the company's position or affairs during such unusual trading activity.
- In cases of unusual trading, the CMA or the KSE may temporarily suspend trading of the company's shares, and take the measures as it may deem appropriate in accordance with the law and the relevant regulations.
7. Disclosure mechanism
The matter is announced through the company's disclosure to the KSE and the CMA using relevant forms. The CMA’s Continuous Disclosure Department shall be provided with a confirmation receipt issued by the Stock Exchange Market or through a disclosure on the Stock Exchange website.
The company's announcement of the matter through the media will not be considered as an official disclosure that meets the specific requirements in accordance with these instructions.
When drafting an advertisement, the company must consider the following:
- The declaration should be expressive of the truth, realistic, clear and not misleading.
- No negative information about the company is hidden, nor ignored.
- That it contains sufficient information and data to allow anyone to know the impact of such information.
- The advertisement does not present future expectations as confirmed events, exaggerate the likelihood of them, or present estimates without objective grounds.
- Avoiding using promotional terms that are commonly used in advertisements.
- Avoiding excessive use of technical terms, and express as much as possible in a language understandable to the layperson.
The company shall take into account that the designated staff in charge of preparing and reviewing the declaration will have full knowledge of the subjects to be disclosed, as well as the requirements of the law and regulations. If the declaration lacks any of the above criteria, or if further clarification and additional information is needed on the disclosed matter, the CMA and the KSE may notify the company to make the declaration again, according to the manner it deems appropriate.
8. Assessment of information:
In general, any significant changes (whether an increase or decrease) in the company's assets, liabilities, income and expenses should be disclosed. Any information that conforms to the material information’s definition should be disclosed. In any event, the Board of Directors shall disclose its assessment of the expected impact of such material information on its financial position.
9. Posting information on the company's website:
The company shall provide disclosures about matters on its website and an archive should be maintained on the website, for the preceding five years, of all the declarations. Such disclosures shall be made available to any person free of charge.
The company shall ensure that such data is not disclosed through the website prior to the announcement on the Authority's website and that of the Stock Exchange.
The company's website shall include all data and information published or disclosed in order for the company's website to be the primary and main source of information about the company, including the following:
- Financial Statement of position.
- Income Statement.
- Cash Flow Statement.
- Changes in equity Statement.
- Reports by external auditors.
- Reports by the Board of Directors on the financial statements prepared for the period.
- The company's future plan and strategy.
- Operational results and associated indicators and financial ratios.
- The date used as a basis for giving dividends to registered shareholders in the company's register of shareholders.
- The structure of the authorized capital and the paid-up capital, and the amendments to the capital structure (in case of the issuance of shares or bonds).
- Any significant sale of the company's assets that was made through extraordinary financial transactions.
- Financial analysis reports prepared by independent experts and reports of rating agencies, if available.
- Management reviews and analyses on financial and non-financial information.
- Names of the members of the Board of Directors, the Executive Management and the Shari'a Supervisory Board.
- The name of the external auditor / auditors, and the name of the supervisory authority and authority that authorizes and regulates the business of the company both in the State of Kuwait and abroad.
- The composition of the Board of Directors and the determination of its members from an executive member, a non-executive member or an independent member.
- A brief description of the terms of reference of the committees of the Board of Directors and the tasks entrusted to them, indicating the names of these committees, their presidents and members and the number of their meetings.
- The governance system approved by the Board of Directors, with a breakdown of the distribution of powers and functions and their division between executive management and the Board of Directors, and reports prepared by the Governance Committee on governance requirements.
10. Disclosure Policy for Insiders:
Insiders are persons whom are acquainted with the company by virtue of being a member of the Board of Directors, or the administrative body of the company, or its subsidiaries, who have access to internal information relating to the company, or its customers, either directly or indirectly, or any other person in a direct contact with the company and have internal information related to the company, or its customers.
- Maintain complete confidentiality regarding the internal information of the company and its customers and take the necessary measures to ensure that the handling of such internal information is kept confidential.
- Establish effective contractual arrangements to ensure that information about the company and its customers is kept confidential and IS not abused or transmitted directly, or indirectly.
- Establish effective contractual arrangements for insiders to provide the company with a list of their employees who are familiar with the internal information of Al-Tijaria.
- The company is obliged to maintain a special register of disclosures and notifications of insiders and to provide the CMA with a list of new persons.
- Obtain statements from the person knowing that he has internal information about the company and its customers and that he is aware of being listed as an insider, and bear the legal effects of the disclosure of this information, and that he is aware of the penalties resulting from misuse or proper circulation of this information.
- Obtain an acknowledgment of commitment from the informed insider to notify of any trades he carries out on the shares of the company or its subsidiaries prior to conducting such trades.
- The company is committed to updating the list of Insiders and to provide the CMA and the KSE with the updated list as soon as the following occurs:
- When there is a reason for a change to the list of insiders.
- When a new person is added to the list of insiders.
- When one of the persons on the list of insiders is not available.
- The insider immediately upon receipt of his duties shall be obliged to disclose to the CMA, the KSE and the company all the shares he owns in the listed companies
- Prior to completion of the transaction, the insider undertakes to disclose to the Head of the Risk Management and Compliance Unit any transaction intended to be performed on the securities of the company, or any of its subsidiaries, or associates if such companies are listed. The disclosure shall include the name of the person and the names of his children under his jurisdiction who intend to carry out this transaction and the position occupied by the company, the quantity and nature of the securities to be dealt with and the nature and date of dealing.
- The insider shall disclose to the company, the KSE and the CMA any sale or purchase made on the securities of the company or its subsidiaries as soon as the transaction is completed.
When insider’s actions are considered transactions:
- If the insider trades the company's shares as an agent, trustee or valuator.
- Any legal person in which the insider, and his minor children, hold up to 50%, directly or indirectly, or controls the exercise of more than 50% of the voting rights in any General Assembly of the legal person and trades on the company's shares.
- Any legal person who traded on the company's shares and was a member of the Board of Directors.
- The transaction is made by government or regulatory bodies personnel who are familiar with the company's internal information.
Disclosure of Bonuses to Board Members and Executive Management:
The company is committed to prepare an accurate and detailed annual report on all the bonuses granted to the members of the Board and the Executive Management, whether amounts, benefits or merits, whatever their nature and name, to be submitted to the General Assembly of the company for approval, recited by the Chairman of the Board. The standards of accuracy and transparency shall be followed in preparing the remuneration report ensuring there is no attempt of concealment or misleading, noting the following:
- The system of rewards and incentives used by the company and in particular with the members of the Board of Directors and executive management.
- The remuneration granted to members of the Board and the executive management shall be calculated from the amounts, benefits, benefits and analysis of the bonus segments.
- Value of the bonuses awarded to the CEO and senior executives who received the highest amounts from the company, plus the CFO and the likes.
- Any other bonuses awarded directly or indirectly by the company or subsidiaries.
- Any material deviations from the remuneration policy approved by the Board of Directors.
Shareholders and Investors Affairs Department:
The Shareholders and Investors Section is responsible for providing the necessary data, information and reports to existing shareholders and potential investors. The Shareholders and Investors section has the appropriate independence to provide accurate and timely data, information and reports through the means of disclosure, including the company's website.
Lack of commitment:
Failure to comply with these instructions would expose the offender to disciplinary and criminal liability in accordance with the company's sanctions regulations and in accordance with the law and regulations of the CMA.