Doha – Business Class
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.
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.