Jordan Securities Commission Issues a Circular to Public Shareholding Companies Clarifying the Terms of “Members of the Board of Directors & Members of the Board” on December 6.2012

Messrs. of Public Shareholding Companies:

Reference to the Provisions of Article (4) Item (B) Paragraphs (3, 17, 18 & 20) of the “Instructions of Issuing Companies Disclosure, Accounting & Auditing Standards for the year 2004” that stipulates the following:

Article (4): “The Board of Directors of the issuing Company shall prepare the Company’s annual report within three months from the end of the Company’s fiscal year & shall provide the Commission therewith. The annual report shall include:
Item (B): The Board of Directors’ report, which shall include:
Paragraph (3): A statement that indicates, names of members of the Board of Directors. Senior Executive Management names, their ranks & a summary of each one of them.

Paragraph (17): A statement that indicates the number of securities issued by the Company which are owned by any member of its Board of Directors, any member of its Senior Executive Management or any of their relatives; a list of companies controlled by any of such provided all of the above is benchmarked against the preceding year.
Paragraph (18): The benefits & remunerations of the Chairman, members of the Board of Directors & Senior Executive Management, during the fiscal year, including payments received by any of them such as fees, remunerations, salaries, bonuses & otherwise & their travel & transport expenses within the Kingdom & abroad.
Paragraph (20): A statement that indicates the issuing Company’s contracts, projects & engagements concluded with its Subsidiaries, Sister Companies or Affiliates, as well as those with the Chairman of the Board of Directors, members of the Board of Directors, the Chief Executive Officer or any employee of the Company or relatives thereof”.

As well as, the Provisions of Article (8) Item (Q) that stipulates the following:

Article (8): “The issuing Company shall notify the Commission, without delay & through any means that ensure the required swiftness & shall promptly issue public notice of, any emerging Material Fact & especially the following:

Item (I): The formation of a new Board of Directors for the Company, or the resignation of any Board Member or of the Company’s General Manager or any vacancy in any of those positions, with a statement of causes thereof provided such are announced promptly upon occurrence. In addition, any appointment decision by the Board of Directors’ of new Board members or of a General Manager for the Company & the appointees’ qualifications”.

We would like to inform you that by virtue of the Provisions of Articles (8) & (12) Item (Q) of the Securities Law No. (76) for the year 2002, the Board of Commissioners of (JSC) decided on December 4.2012 that the definition of “Members of the Board of Directors” & “Members of the Board” referred to in the above Articles is: (the Natural & Legal Person, as well as the Natural Person representing the Legal Person). 

The aim of the Board of Commissioners decision is to clarify the refereed to Articles from the “Instructions of Issuing Companies Disclosure, Accounting & Auditing Standards for the year 2004”, to Public Shareholding Companies to comply with. 
Copy to:
1. Amman Stock Exchange (ASE).
2. Securities Depository Center (SDC).
3. Legal Department.


H.E. Mohammed Saleh Hourani
JSC Executive Chairman