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QGIRCO announces the results of its AGM and EGM held on the 21 March 2017

23 March 2017

QGIRCO announces the results of its AGM and EGM held on the 21 March 2017
Qatar General Insurance & Reinsurance Company (QGIRCO) announced that The Ordinary and Extraordinary General Assembly Meetings of Qatar General Insurance & Reinsurance Company were held on Tuesday, March 21, 2017 at Marriot Hotel Doha, Qatar. The meetings were chaired by the Chairman of the Board of Directors, H.E. Sheikh Nasser Bin Ali Bin Saud Al Thani.
The Extraordinary General Assembly Meeting was held prior to the Ordinary General Assembly to approve the increase of Board of Directors’ members to (9) members instead of the (8) members and amending the Company’s Articles of Association as aforementioned. This was in compliance with the instructions of Qatar Central Bank, requiring the increase of the Board of Directors members of QGIRCO PJSC to (9) members, which necessitates the amendment of the Company’s Articles of Association in the Extraordinary General Assembly Meeting, whereby the number of Board Members is no less than (9) members for the period of (2017 – 2019), as stipulated by the aforementioned Bank’s instructions.
On the other hand, and upon finalizing the Extraordinary General Assembly Meeting Agenda, the Ordinary General Assembly Meeting was held immediately according to the meeting’s Agenda, provided with the shareholders’ commitment to elect (9) nominees for the Board of Directors membership instead of (8) members, complying with the Company’s Articles of Association, which will be amended as above mentioned.
During the AGM & EGM meetings, all the following items of the agenda were approved :

Resolutions of the Extraordinary General Assembly Meeting:

• Amendment of Article (24) of the Articles of Association of the Company relating to the increase of Board of Directors’ members to (9) members instead of the (8) members and amending the Company’s Articles of Association as aforementioned, in accordance with the instructions of Qatar Central Bank, so Article (24) shall read before and after amendment as follows:
Article (24) – Before Amendment:
“The Company is to be managed by a Board of Directors comprising of (8) members (provided to be no less than 5 members and not more than 11 members) elected by the Ordinary General Assembly via confidential (secret) ballot.”

Article (24) – After Amendment:
“The Company is to be managed by a Board of Directors comprising of (9) members (provided to be no less than 5 members and not more than 11 members) elected by the Ordinary General Assembly via confidential (secret) ballot.”

• Amendment of Article (7) of the Articles of Association of the Company relating to the shares and bonds to comply with the decision issued by the Board of Directors of Qatar Central Bank No. (1) for the year 2016, after obtaining the approval of the concerned authorities, has been approved by the Shareholders to read before and after amendment as follows:

Article (7) – Before Amendment:

The shares shall be indivisible, however if the share is owned by more than one person, they shall appoint one person to represent them towards the rights related to the share. The partners in the share shall be jointly responsible for the obligations resulting from the ownership of the share.

It shall not be permitted to issue a share for less than its nominal value. However, the share may be issued at a higher price than its nominal value if so stipulated by the Articles of Association of the Company or approved by an Extraordinary General Meeting of the Company. In such a case, the difference shall be added to the legal reserve.

Non-Qatari investors are allowed to own not more than 49% of the shares of the Company as stipulated by Law no. (9) of the year 2014, amending some provisions of Law no. (13) for the year 2000, to organize the non-Qatari capital investment in the economic activity.

Article (7) – After Amendment:

The shares shall be indivisible, however if the share is owned by more than one person, they shall appoint one person to represent them towards the rights related to the share. The partners in the share shall be jointly responsible for the obligations resulting from the ownership of the share.

It shall not be permitted to issue a share for less than its nominal value. However, the share may be issued at a higher price than its nominal value if so stipulated by the Articles of Association of the Company or approved by an Extraordinary General Meeting of the Company. In such a case, the difference shall be added to the legal reserve.

Non-Qatari investors are allowed to own not more than 49% of the shares of the Company as stipulated by Law no. (9) of the year 2014, amending some provisions of Law no. (13) for the year 2000, to organize the non-Qatari capital investment in the economic activity.

Pursuant to Decision no. (1) for the year 2016 issued by the Board of Directors of QCB, total shares directly or indirectly owned by a single shareholder whether such shareholder is a natural or legal person, must not exceed 5% of the Company’s total capital shares. Nevertheless, a single shareholder, whether natural or legal person, may hold up to 10% of the Company’s total capital shares provided that a prior approval is obtained from QCB.

State owned or controlled entities are exempted from the stipulations of decision no. (1) of the year 2016 (i.e. Ministries, Public organizations & other governmental entities or organizations whose budget is attached to that of the state, and state shareholder companies of no less than 51% of its capital), Qatar Foundation for Education, Science & Community Development, General Retirement & Social Insurance Authority, Qatar Investment Authority and Qatar Holding Company, with the necessity of revealing the same to QCB.

• The amendment of the Company’s Articles of Association to comply with QCB and Regulations For Financial Institutions issued under law no. (13) of the year 2012, and Commercial Companies law no. (11) for the year 2015, by adding the following paragraph to the “Preamble” in the Company’s Articles of Association: “Subject to the Commercial Companies law no. (11) for the year 2015, the QCB and Regulations of Financial Institutions issued by virtue of law no. (13) of the year 2012, shall apply on the financial services provided by the Company, and as well in case of merging or liquidation.”, has been approved by the Extraordinary General Assembly.

• The Exraordinary General Assembly has approved the amendment of the Articles of Association to comply with the law No. (11) for the year 2015 and the template issued by the Ministry of Economy and Commerce.
• The Extraordinary General Assembly has approved to authorize the Chairman of the Board of Directors or Vice Chairman to solely sign all required documents necessary to amend the Company’s Articles of Associations, as above mentioned.

Resolutions of the Ordinary General Assembly Meeting:

• Shareholders have approved the Board of Director’s Report on the Company’s activities and its financial position for the financial year ended December 31st, 2016 and the Company’s future plans.

• Shareholders have approved the External Auditor’s Report on the Company’s balance sheet and the accounts for the financial year ended December 31st, 2016.

• Shareholders have approved the financial statements and profit & loss accounts for the financial year December 31st, 2016.

• Shareholders have approved the Board of Director’s proposal to distribute to the shareholders cash dividends at the rate of (15%) of the nominal value of the share (equivalent to QAR 1.5 per share).

• Shareholders have approved discharging the Board of Directors members from liability for the financial year ended December 31st, 2016 and as well approved fixing their remuneration to be (1,000,000) QAR for each member.

• Shareholders have approved the Company’s Corporate Governance Report for the year 2016.

• Shareholders have approved appointing Rodl & Partner as the External Auditor for the financial year 2017.

• Under the supervision of QCB, MEC & the Company’s Auditors representatives, the below listed names have been elected as Board Members for the coming three years (2017 – 2019):-

1- Sheikh Nasser Bin Ali Bin Saud Al Thani.
2- Sheikh Mohammed Bin Ali Bin Saud Al Thani.
3- Sheikh Ali Bin Jassim Bin Mohammed Bin Jassim Al Thani.
4- Sheikh Faisal Bin Jassim Bin Mohammed Al Thani Representative of Middle East Business Development.
5- Mr. Hamad Mohammed Hamad Abdullah Al-Mana.
6- Mr. Abdul-Aziz Mohammed Hamad Abdullah Al-Mana.
7- Mr. Khalifa Bin Ali Saad Al-Kaabi Representative of Ali Bin Saad Al-Kaabi.
8- Mr. Rashid Faisal Al-Nuaimi Representative of Al-Faisal Trading & Contracting Establishment.
9- Abdullah Bin Ali Saad Al-Kaabi Representative of North Africa Energy.

The newly elected Board of Directors held its first meeting immediately after the Ordinary and Extraordinary Meetings in which Sheikh Nasser Bin Ali Bin Saud Al Thani has been elected as Chairman of the Board and Sheikh Mohammed Bin Ali Bin Saud Al Thani has been as Vice Chairman of the Board.

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