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      Compliance Directive  



In line with the Commercial Companies Law No. (21) of 2001 and in accordance with the Memorandum of Association and Articles of Association of GBCORP B.S.C. (Closed) (the “Firm”), shareholders are entitled to equal rights and liable for the same obligations.

  • In particular, each shareholder is entitled to the following rights:

    • Receiving the commensurate share of dividends as decided by shareholders.
    • Receiving the commensurate share of the Firm’s assets on liquidation.
    • Participating in the Bank’s business in accordance with the Firm’s Articles of Association.
    • Receiving a report including the balance sheet, a statements of profit and loss, reports issued by the Board of Directors and the External Auditors at the end of each financial year of the Firm.
    • Filing lawsuits to invalidate any resolution issued by the General Assembly or the Board of Directors in violation of the law or the Firm’s Memorandum of Association and\or Articles of Association.
    • Disposing of its shares and having a priority to subscribe in the new shares in accordance with the Firm’s Articles of Association.
    • Reviewing the Bank’s records and obtaining copies thereof in accordance the provisions and conditions provided and set-out by the Firm’s Board of Directors.

  • In particular, each shareholder has the following obligations:

    • Settling all dues or due installments towards the Firm after the due date is expired and without notifications.
    • Payment of expenses incurred by the Firm in the process of collecting the unpaid installments and selling of shares.
    • Refraining from doing any actions that might harm the Firm.
    • Implementing any resolution adopted lawfully by the Firm’s General Assembly.

  • General Assembly meetings are an important medium for shareholders to participate and vote on certain key businesses.

    • Ordinary General Assembly Meeting

      Among other businesses, ordinary businesses shall include:
      • Electing and dismissing Members of the Board of Directors.
      • Deciding Board Member's remuneration each financial year.
      • Appointing the Firm’s External Auditors and Members of the Shari’a Supervisory Board and fixing of their fees each financial year .
      • Approving the statement of profit and loss, balance sheet, the Board of Directors’ Report on the Firm’s activities, and the statement relating to the utilisation of the net profits and distribution of profits.
      • Absolving Board Members from any liability or otherwise.
      • Considering the External Auditors’ Report on the financial statements of the Firm for each financial year.
      • Considering recommendations relating to the issuance of bonds, borrowing, mortgaging and guaranteeing.
    • Extraordinary General Assembly Meeting

      The following businesses shall be deemed extraordinary:
      • Amending the Firm’s Memorandum of Association and Articles of Association.
      • Disposing of all or substantial proportion of the Firm’s assets.
      • Liquidating, winding-up or merger of the Firm.
      • Increasing or decreasing of the Firm’s capital.