ARTICLES & UPDATES

The Board of Directors is the supreme governing body responsible for managing the company, setting its general policy, achieving its objectives, and supervising its operations. It is responsible for taking strategic decisions, safeguarding the interests of the company and its shareholders, and overseeing executive management. The Board holds all necessary powers and authorities required for the management of the company, and its responsibilities must be clearly defined in the company’s Articles of Association.

The Executive Regulations of the Capital Markets Authority set out the responsibilities of the Board of Directors, by way of example and not limitation, as the Board bears legal and supervisory responsibility towards the company and third parties.

The Board of Directors conducts its business through meetings, which must not be less than six meetings per year, as specified by the regulatory authorities, without restricting the form or manner in which such meetings are held. Article (190) of the Companies Law expressly permits Board meetings to be held through communication means, such as online meetings or group discussions via telephone using modern technologies. The same provision also permits meetings to be held by circulation, provided that all Board members approve.

Accordingly, Board meetings may be held in any form or manner agreed upon by the members, provided that the Board effectively discusses all key matters in a timely manner and that there is a mechanism ensuring that each member receives accurate and timely information and data.

In conclusion, neither the law nor the regulatory authorities prohibit Board decisions being taken by circulation, provided that such decisions are legally valid in terms of unanimous approval of all Board members, availability of sufficient information and data, proper consideration of the matters, and formal approval. Whether decisions are taken in a physical meeting, through modern communication methods for reasons of efficiency, or by circulation, they remain legally valid as long as all members approve, vote, and sign the resolutions in accordance with proper legal procedures.

Lawyer / Abdulrazzaq Abdullah E-mail: azq@arazzaqlaw.com