On August 9, 2023, the Financial Regulatory Authority (the “FRA”) issued Decree No. 167 of 2023 (the “Amendment”), whereas this Decree amended a provision of the FRA Decree No. 100 of 2020 (the “Decree”), which outlines the corporate governance rules applicable to companies operating in the field of non-banking financial activities (the “Non-banking Financial Activities Companies”).
The Decree presents a set of corporate governance rules, of which some regulate the Transparency and Disclosure Requirements of the Non-banking Financial Activities Companies, to which such companies are required to adhere:
- Disclose any material event that affects its activities and third parties dealing with the said companies.
- Notify and provide the FRA with the key corporate structure information including the shareholding structure for shareholders holding five (5%) or more of the share’s threshold, its board of directors recent structure, key employees structure, without prejudice to notifying the FRA with any amendment or modification to the board of directors structure or the related internal board committees, and any convened Ordinary General Meetings within ten (10) days as of their convocation, and any amendments made thereto.
- Provide the FRA with annual financial statements, along with the auditor’s report and the board of directors report for review within no less than twenty-one (21) days as of the convocation date of the General Meeting approving such financial statements, and the Non-banking Financial Activities Companies should comply with the applicable laws and refer the financial statements to the General Meeting for approval within a maximum period of three (3) months as of the end of the fiscal year. In addition, the said companies are required to submit quarterly financial statements to the FRA accompanied by a limited examination report from the auditor, within forty-five (45) days as of the end of the period for which the financial statements are submitted.
The Amendment introduced an exception to the aforementioned Disclosure Requirements, whereby suspended companies are exempted from submitting the quarterly financial statements throughout the suspension period.