Commercial Companies Law

Article 144 — Article (144) Electing the Directors

Part Four: Public Joint Stock Companies · Chapter Two: Management of the Public Joint Stock Company

1. Subject to the provisions of Article [143] of this Decree Law, the General Assembly shall elect the directors by way of cumulative secret voting. Notwithstanding this, it shall be permissible for the founders to appoint the members of the first board of directors under the company's AOA. 2. Cumulative voting shall mean that each shareholder is entitled to a number of votes equivalent to the number of the shares held by him, so that he may either cast all votes in favor of one candidate for the membership of the board or distribute the votes among the nominated candidates, provided that the number of votes granted to the candidates does not exceed the number of votes to which the shareholder is entitled. 3. Subject to the provisions of this Decree Law and the company's AOA, directors may be persons with expertise other than the shareholders. 4. Every company shall keep a register of the members and the secretary of the board of directors at its headquarters. The SCA shall determine the details to be included in such register. 5. The register of members and secretary of the board of directors of the company referred to in Clause [3] of this Article shall be made available for review by any shareholder or director of the company, free of charge during the working hours, subject to any reasonable restrictions as may be imposed by the company under the AOA.

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