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Economy News - Baghdad
The head of the Iraq Stock Exchange Investors Association, Alaa Al-Moussawi, said, “The General Assembly of Al-Khatem (Zain) Telecom Company held its postponed meeting on Monday (November 28) at the company’s headquarters in Baghdad, and we raised a number of important issues in this meeting, including:
1 - The meeting was not attended by the chairman of the board of directors, his deputy, or any member of the board of directors, and this is contrary to Article 93 of the amended Companies Law No. 21 of 1997, which states (the meeting must be attended by most of the members of the company’s board of directors)
2 - The meeting was chaired by the managing director, who is not a member of the board of directors, and this is contrary to Article 95 (First) of the Companies Law, which states (the meeting is chaired by the chairman of the board of directors).
3 - A record was not opened for the participants in the meeting, and they were not provided with an entry card, and there was no board member to supervise that, and this procedure is contrary to Article 94 First, Second, and Third of the Companies Law
4 - According to the information available to us, the Chairman of the Board of Directors, his deputy and all members of the Board of Directors are residents outside Iraq and have not attended any meeting of the Board of Directors inside Iraq for more than a year. Therefore, and based on Article 115 of the Companies Law, the Board is considered legally resigned, and the Registrar of Companies must take action legal to do so
5 - The company's capital is more than one trillion and 829 billion dinars, which is a very exaggerated amount, and the company does not have assets equivalent to this high value, which is equivalent to six times the capital of Asiacell.
6 - The company has received loans from banks worth more than one trillion and 203 billion dinars, and we do not know when and how they were spent.
7 - The company owes more than 886 billion and 420 million dinars
8 - Dividend distribution to shareholders was not discussed because it was originally not included in the agenda, and the company did not distribute dividends to shareholders for several years.
9 - The company has spent more than 26 billion and 863 million dinars on advertising and hospitality, which is a very large amount
10 - The report of the Board of Directors did not include much of the information that should be mentioned in the report, including:
The names of the original and reserve members of the Board of Directors, the number of shares owned by each of them, the remuneration and privileges they received, the
names of the major shareholders, the number of shares owned by each of them,
the names of the employees who received the highest salaries,
the number of associates, the administrative structure of the company, and
the lawsuits filed by the company against third parties or set up by third parties on the company, as well as the number of meetings held by the Board of Directors and who attended them
11 - Based on all of the above and the lack of commitment to governance and the lack of transparency, we objected to all decisions that were approved by the majority because the members of the Board of Directors own most of the company's shares
12- Although the company is Iraqi, but foreigners own most of the company’s shares, and this is contrary to the Companies Law, which stipulates that the foreign share does not exceed 49% of the company’s capital, and therefore we will ask the Securities Commission to compel the company to settle its legal matters in this regard
13 - The telecommunications companies in all the global and regional financial markets are leading companies, and even in the Iraq Stock Exchange, the Asia Cell Company is a leading company and distributes good annual cash dividends to shareholders, while Al-Khatem Company (Zain) is a marginal company in the market and did not distribute profits to Shareholders for several years and shareholders did not get any benefit from its inclusion in the Iraqi market for securities.
Al-Moussawi continued, "We will follow up all these matters related to this company with the Securities Commission, the Communications Commission, and the Companies Registration Department."
Added 12/02/2022 - 2:46 PM
Updated 12/03/2022 - 2:18 PM
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