Article | Article - After Amendment | Article - Before Amendment | |
No. | |||
1 | Definitions | Definitions | |
Control: The ability to direct the management and | Control: Means the ability to directly or indirectly | ||
policies of the Company and to control the | influence or control the appointment of the majority | ||
financial and operational policies, through | of the members of the Board of Directors of the | ||
controlling the formation of the Board of Directors, | Company or the resolutions issued by it or by the | ||
electing the majority of its members or controlling | General Assembly of the Company, through holding | ||
the appointments of the administrative body, such | a percentage of shares or shock or by any other | ||
control is by holding/controlling shares with voting | agreement or arrangement that leads to the same | ||
rights in the Company by 30% or more. | effect. | ||
(Percentage shall be determined in accordance | |||
with the decisions and instructions of the | |||
competent authorities) | |||
Related Parties: | Related Parties: | ||
The Chairman and the members of the Board of | • | The Chairman and other members of the | |
Directors, the members of the Senior Executive | Board of Directors, the members of the senior | ||
Management and the employees of the Company, | executive management of the Company, the | ||
the companies in which any of these parties holds | companies in which any of these persons has | ||
at least 30% of their capital (percentage shall be | a controlling interest, and all parent, affiliate, | ||
determined by the competent authorities), as well | sister or associated companies. | ||
as subsidiary, sister or allied companies. | • | First-degree relatives of the Chairman and | |
members of the Board of Directors and the | |||
members of senior executive management. | |||
• | A natural or juristic person that was, during the | ||
year preceding the transaction, a holder of | |||
10% or more of the shares or the Company, or | |||
was a member in its Board of Directors or that | |||
of its parent company or affiliates; or | |||
• | A person who has Control over the Company. | ||
7 | Article (7) | Article (7) | |
All shares of the Company are nominal; the | All of the shares of the Company are nominal and at | ||
shareholding percentage of UAE and GCC | least 75% (seventy-five percent) of the capital of the | ||
nationals, including natural persons or legal | Company shall be owned by natural persons, who | ||
persons wholly owned by GCC nationals at any | must be UAE or GCC citizens, or juristic persons, | ||
time during the Company's duration, shall not be | which must be wholly owned by UAE or GCC | ||
less than (51%) of the capital. The shareholding of | citizens. | ||
non-UAE nationals shall not be more than (49%). | |||
18 | Article (18) | Article (18) |
The Company, by a special resolution issued by | The Company may, by a special resolution to be | |
its General Assembly after obtaining the approval | passed by its General Assembly after obtaining the | |
of the Authority, shall decide to issue bonds of any | approval of the Authority and the Insurance | |
type whatsoever or sukuk, such resolution shall | Authority, decide to issue bonds of any type | |
specify their value, issuance conditions, and | whatsoever, and such resolution shall specify their | |
whether or not they are convertible into shares. | value, issuance conditions, and whether or not they | |
The Company shall have the right to issue a | are convertible into shares. It may further issue a | |
resolution authorizing the Board of Directors to | resolution authorizing the Board of Directors to | |
determine a date for issuing the bonds. | determine a date for issuing the bonds, which may | |
not be later than one year as from the date on which | ||
the authorization is approved. |
19 | Article (19) | Article (19) | |
a) The Company, after obtaining the approval of | a) | The Company may issue negotiable bonds or | |
the Authority, may issue tradable bonds or | notes, whether or not convertible into shares in | ||
sukuks, whether or not convertible into | the Company with equal values for every issue. | ||
shares in the Company with equal values. | b) | The bonds or notes shall be nominal, and no | |
b) The bond or sukuk shall be nominal until full | bearer bonds or notes may be issued. | ||
payment of their value. | c) The bonds or notes issued for a single loan shall | ||
c) The bonds or sukuks shall not be converted | confer on their holder's equal rights. Any | ||
into shares unless stipulated in the prospectus | provision to the contrary shall be null and void. | ||
or the issuance conditions. If the conversion is | |||
decided with respect to non-mandatory | |||
convertible bonds or sukuks into shares, the | |||
owner of the bond or sukuk shall have the sole | |||
right to accept such conversion or receive the | |||
nominal value of the same. | |||
d) With the | exception of the provisions of the | ||
Companies Law, the Company, by the special | |||
resolution issued to approve the issuance of | |||
convertible bonds or sukuks, may increase its | |||
capital by converting those bonds or sukuks | |||
into shares in its capital. | |||
20 | PART FOUR | PART FOUR | |
The Board of Directors of the Company | THE BOARD OF DIRECTORS OF THE | ||
Article (20) | COMPANY | ||
a. The Company shall be managed by a Board | Article (20) | ||
of Directors comprised of 7 (seven) members | The management of the Company shall be | ||
elected by the General Assembly of | undertaken by a Board of Directors comprised of 7 | ||
shareholders by cumulative secret ballot. In all | (seven) members, one third of whom, at least, must | ||
cases, the majority of the Board members, | be independent members, with the majority being | ||
including the Chairman, must be UAE | non-executive members. They shall be elected by | ||
nationals. | the General Assembly of the shareholders by secret | ||
ballot using the cumulative voting procedure. In all | |||
In the formation of the Board of Directors, any | cases, the majority of the Board members, including | ||
requirements set by the Cabinet or the competent | the Chairman, must be nationals of the State. | ||
authority in accordance with the provision of | |||
Article (10) of the Companies Law shall be taken | |||
into consideration. If the percentage of the UAE | |||
nationals in the Board of Directors is less than | |||
what is provided pursuant to such article, the | |||
percentage | must be completed within three | ||
2 |
months at most, otherwise the Board's resolutions | |||||||||||
after the expiry of the period shall be void. | |||||||||||
b. | Subject to the provisions of the Companies | ||||||||||
Law and the relevant resolutions, the Board | |||||||||||
members may be experienced persons who | |||||||||||
are not shareholders. | |||||||||||
27 | Article (27) | Article (27) | |||||||||
Board Resolutions by Circulation | Resolutions by Circulation | ||||||||||
The Board of Directors may issue some of its | In addition to the requirement of the minimum | ||||||||||
resolutions by circulation according to the | number of Board meetings set forth Article 28 of | ||||||||||
following conditions: | these Articles, the Board of Directors may, in urgent | ||||||||||
1. | Approval of the majority of the Board members | situations, pass some of its resolutions by circulation. | |||||||||
that the case which requires the issuance of a | Such resolutions shall be valid and effective as if they | ||||||||||
resolution by circulation is an emergency | had been adopted at a meeting duly convened and | ||||||||||
2. | The Board | members shall | receive the | held, subject to the following: | |||||||
resolution in writing for approval, along with all | a. | the resolutions by circulation may not be | |||||||||
necessary documents for review. | adopted for more than four times per year. | ||||||||||
3. | Written approval must be made by majority for | b. | the majority of the Board members shall agree | ||||||||
any of the Board resolutions issued by | that the case requiring the issuance of a | ||||||||||
circulation, with the necessity to present the | resolution by circulation is urgent. | ||||||||||
same at the meeting of the Board of Directors | c. | the resolutions are delivered, in writing, to all | |||||||||
following the issuance in order to be included | Board | members | for | approval | and | ||||||
in the minutes. However, resolution by | accompanied by all substantiating documents | ||||||||||
circulation shall be deemed in force when they | and instruments necessary for reviewing | ||||||||||
are signed by the majority of the Board | them; and | ||||||||||
members. | d. | Any Board resolution adopted by circulation | |||||||||
4. | Resolution by circulation shall not be deemed | shall be approved in writing by the majority of | |||||||||
as a meeting. The company is obliged to abide | Board members and must be submitted at the | ||||||||||
by the requirement regarding the minimum | next Board meeting in order to be included in | ||||||||||
number of Board meetings mentioned in the | its minutes. | ||||||||||
Articles of Association. | |||||||||||
33 | Article (33) | Article (33) | |||||||||
a) | Members of the Board of Directors and the | The Chairman of the Board of Directors and its | |||||||||
Executive Management are liable towards the | members shall be responsible to the Company, the | ||||||||||
Company, the shareholders and third party for | shareholders and third parties for deception, abuse | ||||||||||
all acts of fraud and abuse of power, and for | of the authorities granted to them and any violation | ||||||||||
any violation of the law and the Company's | of the law or these Articles. | ||||||||||
Articles | of | Association. | Executive | ||||||||
Management shall be represented by each of | |||||||||||
the General Manager, Executive Manager or | |||||||||||
CEO of the Company and their deputies, and | |||||||||||
everyone at the level of senior executive | |||||||||||
positions, as well as Executive Management | |||||||||||
Officers who have been personally appointed | |||||||||||
by the Board of Directors. | |||||||||||
b) All members of the Board of Directors shall | |||||||||||
assume the responsibility stipulated in Clause | |||||||||||
(1) of this Article, if an error arose out of a | |||||||||||
resolution unanimously issued, but if the | |||||||||||
resolution in question was issued by the | |||||||||||
majority, the objecting parties shall not have | |||||||||||
the right to question such resolution when they | |||||||||||
have proven their objection in the minutes. If a | |||||||||||
3 |
member is absent from the meeting in which the decision was issued, his responsibility shall not be waived unless he proves that he did not know about the resolution or knew about it but was unable to object. Executive Management shall assume the responsibility stipulated in Clause (1) of this Article, if the error arose out of a resolution issued by them.
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Without prejudice to any penalty stipulated in the Companies Law or any other law, the Chairman or any of the Board members of the company or any of its Executive Management shall be considered dismissed by the force of law, against whom a final court ruling has been issued proving that any of them committed acts of fraud, abuse of power, or the conclusion of transactions or deals involving a conflict of interests in violation of the provisions of the Companies Law, or the resolutions in execution of the same; their nomination for membership of the company's
Board or their performance of any duties in relation to the Company's Executive
Management shall not be accepted, except after the lapse of at least three years from the date of their dismissal, and the provisions of Article 145 of this law regarding filling the new position of the Board member of the Company. If all members of the Board of Directors are dismissed, the Authority must call for a General Assembly meeting to elect a new board.
39 | Article (39) | Article (39) |
No related party may exploit any information that | No related party may exploit any information that | |
comes to his/her attention by virtue of his/her | comes to his/her attention by virtue of his/her | |
membership or position in the Company to | membership on the Board of Directors or position in | |
achieve a benefit of whatsoever for himself/herself | the Company to achieve a benefit of whatsoever for | |
or others as a result of trading in the Company's | himself/herself or others as a result of trading in the | |
securities or other transactions. Furthermore, a | Company's securities or other transactions. | |
related party may not have any direct or indirect | Furthermore, a related party may not have any direct | |
interest with any entity making transactions | or indirect interest with any entity making | |
intended to affect the rates of the securities issued | transactions intended to affect the rates of the | |
by the Company, with his knowledge of the same. | securities issued by the Company. |
40 | Article (40) | Article (40) |
The Company may not make transactions, within | The Company may not make transactions with | |
a maximum value of (5%) of its capital, with related | related parties except with the approval of the Board | |
parties except with the approval of the Board of | of Directors and within a maximum of 5% of the | |
Directors. The approval of the General Assembly | ||
Company's capital, and with the approval of the | ||
of the Company shall also be required for any | ||
General Assembly for any transaction that exceeds | ||
transaction that | exceeds such percentage after | |
this percentage. In all cases, the transactions shall | ||
being assessed in accordance with the terms and | ||
be assessed by an assessor approved by the | ||
conditions stipulated in a resolution issued by the | ||
Authority. | ||
4 |
Authority. The report of the Company's auditor shall | ||||||
include a list of the transactions involving conflict of | ||||||
interest and financial dealings concluded between | ||||||
the Company and any related parties and actions | ||||||
taken in relation thereto | ||||||
41 | Article (41) | Article (41) | ||||
1. Subject to the provisions of Article (169) of the | Subject to the provisions of Article (169) of the | |||||
Commercial Companies Law No. (2) of 2015, | Commercial Companies Law No. (2) of 2015, the | |||||
the remunerations of the Chairman and Board | remunerations of Board members shall be a | |||||
members shall be a percentage of net profit, | percentage of net profit. Moreover, the Company | |||||
such remuneration shall not exceed (10%) of | may pay additional expenses or fees or a monthly | |||||
net profits for the ended Fiscal Year after | salary in such amount set by the Board of Directors | |||||
deducting the depreciations and reserve. | to any of its member, if such a member works in any | |||||
2. The Company may pay additional expenses, | committee, exerts special efforts or undertakes | |||||
fees, bonuses or a monthly salary in such | additional duties for the Company beyond his/her | |||||
amount set by the Board of Directors to any of | normal duties as a member of the Board of Directors | |||||
its member, if such member works in any | of the Company. In all cases, the remunerations of | |||||
committee, exerts special efforts or | board members may not exceed 10% of net profits | |||||
undertakes additional duties for the Company | after deducting the depreciations and reserve. | |||||
beyond his/her normal duties as a member of | ||||||
the Board of Directors of the Company, in | ||||||
compliance with the resolutions and | ||||||
instructions of the Authority. | ||||||
42 | Article (42) | Article (42) | ||||
The article shall be canceled and subsequent | A duly constituted general assembly represents all | |||||
articles to be renumbered accordingly. | the shareholders, and it can only be convened at the | |||||
City of Dubai. | ||||||
Article (43) | Article (43) | |||||
43 | 1. General Assembly Meeting of the Company is | - | Each shareholder shall have the right to attend | |||
held in the Emirate of Dubai, each shareholder | the general assembly of the shareholders and | |||||
shall have the right to attend the meetings of | have a number of votes equivalent to the | |||||
the General Assembly and have a number of | number of his/her/its shares. A shareholder | |||||
votes equivalent to the number of his/her | may authorize another Board member to | |||||
shares. Those who have the right to attend the | attend the general assembly on his/her/its | |||||
General Assembly may authorize whomever | behalf, by a special written proxy. The number | |||||
they choose other than Board members or the | of shares held by the representative as such | |||||
employees of the Company, securities | may not exceed 5% (five percent) of the | |||||
Brokerage Company or its employees by | Company's issued capital. The incompetent | |||||
virtue of a written special proxy in accordance | and incapacitated shareholders shall be | |||||
with the terms and conditions set by the | represented by their legal representatives. | |||||
Authority, provided that such proxy expressly | - | A juristic person may authorize one of its | ||||
includes the right of the representative to | representatives or those in charge of its | |||||
attend the General Assembly meetings and | management, by a resolution issued by its | |||||
vote on its resolutions. The number of shares | board of directors or its equivalent, to | |||||
held by the representative, of a number of | represent it in the general assembly of the | |||||
shareholders, in such capacity may not | Company. The so authorized person shall | |||||
exceed (5%) of the Company's issued capital. | have such powers as set forth in the | |||||
The | incompetent | and | incapacitated | authorization resolution. | ||
shareholders shall be represented by their | ||||||
legal representatives. | ||||||
5 |
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Union Insurance Company PSC published this content on 31 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2021 16:48:03 UTC.