IssuerAnnouncementDetailsV2Portlet
Saudi Research and Media Group Announces the Results of the Extraordinary General Assembly Meeting, ( First Meeting )
Element List | Explanation |
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Introduction | The Saudi Research and Media Group announces the results of the extraordinary general assembly meeting (First Meeting), scheduled at 8 p.m. on Monday 12-11-1445 Corresponding to 20-05-2024, through modern technology means. |
City and Location of the General Assembly's Meeting | In SRMG’s office in Riyadh through modern technology means. |
Date of the General Assembly's Meeting | 2024-05-20 Corresponding to 1445-11-12 |
Time of the General Assembly’s Meeting | 20:00 |
Percentage of Attending Shareholders | 79.7% |
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The meeting was attended by the following members of the Board of Directors: 1- Eng. Abdulrahman Ibrahim Al-Ruwaita (Chairman) 2- Mr. Majed Abdulrahman Al-Issa (Vice Chairman) 3 - Ms. Jumana Rashid Al-Rashed (Member of the board of directors) 4- Eng. Mosa Omran Al-Omran (Member of the board of directors) 5- Mr. Adel Marzouq Al-Nasser (Member of the board of directors) 6- Dr. Turki Omar Bugshan (Member of the board of directors) 7- Dr. Adel Zaid Altoraifi (Member of the board of directors) 8- Mr. Hamad Saud Al-Omar (Member of the board of directors) 9- Eng. Abdullah Sulaiman Al-Rubaian (Member of the board of directors) Apologized for not being able to attend the meeting: 1- Dr. Abdulaziz Hamad Al-Fahad (Member of the board of directors) 2- Mr. Mohiddin Saleh Kamel (Member of the board of directors) |
Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf | All Chairmen of committees attended the meeting as follow: 1- Eng. Abdulrahman Ibrahim Al-Ruwaita (The Chairman of the Executive Committee) 2- Dr. Turki Omar Bugshan (The Chairman of the Audit Committee) 3- Eng. Abdullah Suliman Al-Rubaian (The Chairman of the Remuneration and nomination Committee) |
Voting Results on the Items of the General Assembly's Meeting Agenda's | 1-The Financial Statements for the fiscal year ending on 31/12/2023 was reviewed and discussed 2- The Board of Directors Report for the fiscal year ending on 31/12/2023 was reviewed and discussed. 3- Approval of the External Auditor Report for the fiscal year ending on 31/12/2023. 4- Approval of the appointment of Ernst & Young (E&Y) Office as auditor of the company’s accounts from among the candidates based on the recommendation of the Audit Committee, to examine, review and audit the financial statements for the second quarter, the third quarter, and the annual of the fiscal year 2024 AD, and the first quarter of the fiscal year 2025 AD and determine its fees with the amount of SAR (3,807,500) excluding VAT. 5- Approved the discharge of the Board of Directors members for the fiscal year ending 31/12/2023. 6- Approval of disbursement of the amount of SAR (3, 285,000) to members of the Board of Directors for the year ending on 31/12/2023. 7- Approval of disbursement of SAR (1,110,000) to sub-committees of the Board for the year ending on 31/12/2023. 8- Approval of the transaction and contracts executed between the group and Hala Printing Company, which is one of the subsidiaries of Saudi Printing and Packaging Company, in which the Board members, Mr. Adel Marzouk Al-Nasser, Dr. Turki Omar Bugshan, Mr. Mohammed Nazer, Chief Financial Officer, and Mr. Saleh Hussain Al Dowais, General manager of Saudi Research and Publishing Company, which is one of the subsidiaries of Saudi Research and Media Group, own an indirect interest. These transactions represent printing contracts, noting that the total value of these transactions amounted to SAR 24,355,719 during the year 2023, there were no due amounts as of 31 December 2023. 9- Approval of the transaction and contracts executed between the group and Medina Printing and Publishing Co., which is one of the subsidiaries of Saudi Printing and Packaging Company, in which the Board members, Mr. Adel Marzouk Al-Nasser, Dr. Turki Omar Bugshan, Mr. Mohammed Nazer, Chief Financial Officer, and Mr. Saleh Hussain Al Dowais, General manager of Saudi research and Publishing Company, which is one of the subsidiaries of Saudi Research and Media Group, own an indirect interest. These transactions represent a printing contract, noting that the total value of these transactions amounted to SAR 24,000,805 during 2023, there were no due amounts as of 31 December 2023. 10- Approval of the transactions made with Saudi Printing and Packaging Company and its subsidiaries; in which the Board members, Mr. Adel Marzouk Al-Nasser, Dr. Turki Omar Bugshan, Mr. Mohammed Nazer, Chief Financial Officer, and Mr. Saleh Hussain Al Dowais, General Manager of Saudi Reserach and Publishing Company, which is one of the subsidiaries of Saudi Research and Media Group, own an indirect interest. The group paid in advance an amount of SR 40,583,710 to be used to cover 2024 transactions. 11- Approval of the transaction and contracts executed between the Group and Argaam Commercial Investment Co. Ltd, in which the Board member Ms. Jomana Rashed AlRashid, and Mr. Mohammed Nazer, Chief Financial Officer of the Group, own an indirect interest. These transactions represent technical support provided, noting that the total value of these transactions amounted to SAR 712,670 during the fiscal year 2023, while the amounts owed to Argaam Commercial Investment Co. Ltd were SAR 1,649,724 as of 31 December 2023. 12- Approval of the transaction and contracts executed between the group and Thmanyah Co. for Publishing and Distribution, in which the Board member Ms. Jomana Rashed AlRashid, Chief Executive Officer of the group, and Mr. Mohammed Nazer, Chief Financial Officer of the group, own an indirect interest. These transactions represent advertising and other media services provided, noting that the total value of these transactions amounted to SAR 3,000,000 during the fiscal year 2023, while the amounts owed to Thmanyah Co. for Publishing and Distribution were SAR 402,500 as of 31 December 2023. 13- Approval of the transactions made with Thmanyah Co. for Publishing and Distribution, in which the Board member Ms. Jomana Rashed AlRashid, Chief Executive Officer of the group, and Mr. Mohammed Nazer, Chief Financial Officer of the group, own an indirect interest. The group paid in advance an amount of SR 12,000,000 to be used to cover 2024 services related films and programs production transactions, while the amounts owed from Thmanyah Co. for Publishing and Distribution were SAR 18,300,000 as of 31 December 2023. 14- Approval of the transaction and contracts executed between the group and Al-Fahd Law Firm, in which the Board member, Dr. Abdulaziz Al-Fahd owns a direct interest. These transactions represent legal services, noting that the total value of these transactions amounted to SAR 287,649 during the fiscal year 2023, and there were no due amounts as of 31 December 2023. 15- Approval of the transaction and contracts executed between the Group and Red Sea Films Foundation, in which the Board member Ms. Jomana Rashed AlRashid, owns an indirect interest. These transactions represent Sponsorship and media services provided in a form of barter deal between the two parties, noting that the total value of these transactions amounted to SAR 3,000,000 during the fiscal year 2023, and there were no due amounts as of 31 December 2023. 16- Approval of the participation of Eng. Abdulrahman Ibrahim Al-Ruwaita (Non-executive) in a competing similar activity with the group. 17- Approval of the participation of Eng. Moussa Omran Al-Omran (Non-executive) in a competing similar activity with the group. 18- Approval of the amendments to the company's Articles of Association to align with the new corporate law and rearranging and renumbering the articles to correspond with the proposed amendments. 19- Approval of the amendment of Article 3 of the company's bylaws, pertaining to the company's purposes. 20- Approval of the amendment of Article 47 of the company's bylaws, pertaining to dividends. 21- Approval of the amendments to the Audit Committee Charter. 22- Approval of the amendments to the policy of remuneration and compensation for members of the Board of Directors, its committees, and the executive management. 23- Approval of the amendments of the policy of criteria and procedures for board membership. 24- Approval of the amendments of the Remuneration and Nominations Committee Charter. 25- Approval of the transferring the balance of the statutory reserve amounting to (SAR 293,701,965) Two hundred Ninety-Three Million Seven Hundred One Thousand Nine Hundred Sixty-Five Saudi riyals as in the financial statements of the year ended on 31 December 2023 to Retained earnings. 26- Approval of the transferring the balance of the Contractional reserve amounting to (SAR 67,547,177) Sixty-Seven Million Five Hundred Forty-Seven Thousand One Hundred Seventy-Seven Saudi riyals and as in the financial statements of the year ended on 31 December 2023 to Retained earnings. 27- Approval of the election of members of the Board of Directors from among the candidates for the upcoming term, starting from May 21, 2024, and ending on May 20, 2027, with a duration of three years, as follow: 1 - Ms. Jumana Rashid Al-Rashed 2- Eng. Abdullah Sulaiman Al-Rubaian 3 - Eng. Abdulrahman Ibrahim Al-Ruwaita 4 – Dr. Turki Omar Bugshan 5- Eng. Mosa Omran Al-Omran 6 - Mr. Adel Marzouq Al-Nasser 7- Mr. Mohiddin Saleh Kamel 8- Mr. Majed Abdulrahman Al-Issa 9- Mr. Hamad Saud Al-Omar 10- Dr. Adel Zaid Altoraifi 11- Eng. Abduallah Jameel Taibah |
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