Announcing the Issuance of ACRSD Final Decision Convicting Number of (Previous) Board Members and Managing Director in Thimar Development Holding Company for Violating the Capital Market Law and its Implementing Regulations


The General Secretariat of the Committees for Resolution of Securities Disputes (GS-CRSD) announces the issuance of the Appeal Committee for the Resolution of Securities Disputes' (ACRSD) final decision No. (2928/L.S/2023) of 1444 H., dated 26/11/1444 H., corresponding to 15/06/2023, on the public case filed by the Capital Market Authority (CMA) against a number of (previous) members of board of directors and the managing director in the Thimar Development Holding Company (Thimar), being: Ibrahim bin Abdulkarim bin Ibrahim Almayouf (Chairman of Board of Directors), Sari bin Ibrahim bin Abdulkarim Almayouf (Managing Director), Abdulaziz bin Ahmad bin Abdullah Alghanim (Member of Board of Directors), Mut'ib bin Saif bin Abdullah Alsaif (Member of Board of Directors), Abdullah bin Abdulrahman bin Fahad Alhamoudi (Member of Board of Directors), Muhammad bin Abdulkarim bin Ibrahim Almayouf (Member of Board of Directors), and Najla' bint Fahad bin Muhammad Abunayyan (Member of Board of Directors).

The decision concluded with the conviction of the abovementioned individuals of violating Article (44) of the Listing Rules, as well as Article (10/b/2) of the Corporate Governance Regulations, amended to Article (22/2/b) of the Corporate Governance Regulations, for not practicing their authorities and performing their duties as members of the Company's board of directors for the interest of the Company by disposing of the Company's real estates, which led to the cessation of some of its activities as a result of not abiding by the provisions of the Articles of Association, when issuing a decision approving the offer presented by one investor to purchase (20%) of the Company's portion in Thimar and Wasmi Agricultural Markets Company, where one of the provisions of the contract included the acknowledgement of the Company to transfer the ownership of all assets owned by it and its branches to Thimar and Wasmi Agricultural Markets Company, in addition to their non-commitment of the provisions of the Articles of Association when (signing lease and investment contract of a site to construct a commercial complex) while not having a commercial activity relating to constructing commercial complexes in the provisions of the Articles of Association.

The decision also concluded with the conviction of the abovementioned individuals along with Ibrahim bin Muhammad bin Ibrahim Alshabeeb (Member of Board of Directors) and Abdulkarim bin Ibrahim bin Abdulkarim Almayouf (Member of Board of Directors) of violating Article (10/b/2) of the Corporate Governance Regulations, amended to Article (22/2/b) of the Corporate Governance Regulations, for their non-performance of the basic functions of the board of directors, which represented in setting internal laws and regulations to internal auditing and general supervision on such provisions and assuring the soundness of the financial and accounting systems, among which that related to producing financial reports, by not having a record of fixed assets in the Company and inventory records since the year ending at 31/12/2014 up to the year ending at 31/12/2018, hence showing the non-commitment of fixed assets policy of the Company which require annual inventory of fixed assets of the Company, and their non-expression of any remarks or conservation for such regard.

The decision included the imposition of a number of sanctions upon them according to the following:

First: Ibrahim bin Abdulkarim bin Ibrahim Almayouf:

  1. Imposing a fine upon him amounting to (SR. 300,000) three hundred thousand Saudi Riyals.
  2. Banning him from working in companies listed in the Exchange for a period of Six years.

Second: Sari bin Ibrahim bin Abdulkarim Almayouf:

  1. Imposing a fine upon him amounting to (SR. 300,000) three hundred thousand Saudi Riyals.
  2. Banning him from working in companies listed in the Exchange for a period of Six years.

Third: Abdulaziz bin Ahmad bin Abdullah Alghanim:

  1. Imposing a fine upon him amounting to (SR. 300,000) three hundred thousand Saudi Riyals.
  2. Banning him from working in companies listed in the Exchange for a period of Two years.

Forth: Mut'ib bin Saif bin Abdullah Alsaif:

  1. Imposing a fine upon him amounting to (SR. 300,000) three hundred thousand Saudi Riyals.
  2. Banning him from working in companies listed in the Exchange for a period of Two years.

Fifth: Abdullah bin Abdulrahman bin Fahad Alhamoudi:

  1. Imposing a fine upon him amounting to (SR. 300,000) three hundred thousand Saudi Riyals.
  2. Banning him from working in companies listed in the Exchange for a period of Two years.

Sixth: Muhammad bin Abdulkarim bin Ibrahim Almayouf:

  1. Imposing a fine upon him amounting to (SR. 150,000) one hundred fifty thousand Saudi Riyals.
  2. Banning him from working in companies listed in the Exchange for a period of Two years.

Seventh: Najla' bint Fahad bin Muhammad Abunayyan:

  1. Imposing a fine upon her amounting to (SR. 200,000) two hundred thousand Saudi Riyals.
  2. Banning her from working in companies listed in the Exchange for a period of Two years.

Eighth: Ibrahim bin Muhammad bin Ibrahim Alshabeeb:

Imposing a fine upon him amounting to (SR. 50,000) fifty thousand Saudi Riyals.

Ninth: Abdulkarim bin Ibrahim bin Abdulkarim Almayouf:

Imposing a fine upon him amounting to (SR. 50,000) fifty thousand Saudi Riyals.

 

Furthermore, any person affected by these violations in this case is entitled to file a compensation claim (as individual or class action) with the CRSD for the damage he/she suffered from due to these violations, provided that such claim is preceded by a complaint filed  with the CMA on this regard, via the following link: (File Complaint)

However, the GS-CRSD will announce to the public on its website in case of registering any class action in order to enable the rest of investors affected by such violations to apply to the CRSD to join the class action.​