The Egm
of Woqod Approves Its Agenda
June 07, 2017
Qatar Fuel (WOQOD) held its
Postponed Extra Ordinary General Assembly meeting on Tuesday
06/06/2017, Chaired by Mr. Ahmed Saif Al-Sulaiti, Chairman of
the Board of Directors, where certain provisions of the company
Articles of Associations have been amended in line with the
recent legal and substantive developments witnessed by the
company, including requisites of Corporate Governance System.
It is worth noting that
WOQOD had attempted to convene the Extra Ordinary General
Assembly meeting on 5/3/2017 but that first meeting was
postponed to be held 05/04/2017 due the lack of the quorum i.e.
75% of share capital. The second meeting had also been
postponed for 06/06/2017 meeting due also to lack of the
requisite quorum of 50% of the company share capital.
Now that the necessary
Quorum for the meeting is attained, the meeting has been duly
held and the following amendment has been approved:
•
Exempting the state of Qatar, Qatar Foundation for
Education, Science and Community Development, Qatar Investment
Authority and Qatar Holding Company from the requirement for
maximum limit of company shares ownership, provided for by
Article (9-1) of the Articles of Associations, specifying the
maximum ownership limit at 0.000333 of the share capital,
currently equaling (33.140) shares.
Mr. Saad Rashid
Al-Muhannadi, Chief Executive Officer (CEO), pointed out that
this amendment was effected to cope with the requirements of the
Decision No. (1) of the year 2016 issued by Qatar Financial
Markets Authority regarding the subject matter.
•
The amendments included increasing the membership of the
Board of Directors from 7 members to 9 members, by giving the
National Retirement & Social Insurance Fund the right to appoint
2 more Board members, maintaining Qatar Petroleum right to
appoint 3 members including the Chairman and the Vice Chairman,
and also the General Assembly right to elect 4 members.
Mr. Saad Rashid
Al-Muhannadi, CEO, stated that the underlying reason for the
proposal for the increase of the Board membership is to make the
Board membership commensurable with the proportionate increase
of company share capital, assets and the diversification and
development of its projects, in addition to the National
Retirement and Social Insurance Fund entering as a big
shareholder with a 20% stake in the company share capital. Mr.
Al Muhannadi maintains that it is of crucial importance to
preserve the private sector membership at 4 members, since the
interests of the private sector will be jeopardized by
maintaining board membership at 7 members and at the same time
selecting the Fund representatives by election, as this will
result in decreasing the private sector representation in the
Board.
•
Thirdly the amendments comprised a change in the
mechanism for issuing resolutions in the Extra Ordinary General
Assembly, where such mechanism has been unified to allow for the
endorsement of the resolutions by simple majority instead of the
66% majority of the members present. Furthermore, the timings
for holding the two alternate Extra Ordinary General Assembly
meetings have been amended, whereupon, the second meeting will
be within 30 days from the date of the first meeting, and the
third (last) meeting will be after 30 days from the date of the
second meeting. Prior to this amendment, Article (40) requires
that the second meeting to be held after 30 days from the date
of the first meeting, and that the third meeting to be held
after two (2) months from the date of second meeting. WOQOD CEO
pointed out that this amendment was made in order to cope with
timings stipulated for the said meetings by Commercial Companies
Law no. (11) of 2015, and to ensure prompt issuance of
resolutions and efficient implementation.
•
Mr. Al-Muhannadi further stated that these amendments
also included amending Article 26 (1) to add a new sub - article
providing that Board Resolution by Circulation when duly signed
by Board members is deemed as if it has been taken in a formally
convened meeting.
•
Finally, Mr. Al-Muhannadi pointed out that the amendments
included rectification of the name of the entity representing
the General Retirement & Social Insurance Authority to be the
“Civil & Military Funds” of the General Retirement and Social
Insurance Authority.
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