Disclosure Circulation to Public Shareholding Companies

Jordan Securities Commission


No. 12/1/252
Date: January.31.2013 


Circulation

 

Messrs. of Public Shareholding Companies:

 

First:  By virtue of the provisions of Article (43/A-3) of the Securities Law no. (76) for the year 2002, which stipulates the following:

(A. Every Issuer shall file with the Commission, in accordance with the instructions issued by the Board & publish the following periodic reports:

3. A Preliminary Report about its activities submitted after a preliminary audit thereof, within a maximum period of 45 days from the end of the fiscal year).

And by virtue of the provisions of Article (3/A) of the Instructions of Issuing Companies Disclosure, Accounting & Auditing Standards for the year 2004, which stipulates the following:

(A. The Issuing Company shall publish its Preliminary Business Results after completion of a preliminary audit by its auditor, within 45 days of the end of its fiscal year & shall provide the Commission with a copy thereof).

Kindly publish your Preliminary Business Results on the accredited Form available on the Commission electronic website & provide us with a copy of it within a maximum period of 45 days of the end of the fiscal year, in order to apply the referred to above legal requirement.


Second: By virtue of the provisions of Article (43/A-1) of the Securities Law no. (76) for the year 2002, which stipulates the following:

(A. Every Issuer shall file with the Commission, in accordance with the instructions issued by the Board & publish the following periodic reports:

1. An Annual Report including, financial statements certified by an auditor, within 90 days of the end of its fiscal year).

And by virtue of the provisions of Article (4) of the Instructions of Issuing Companies Disclosure, Accounting & Auditing Standards for the year 2004, which stipulates the following:

(The Board of Directors of the Issuing Company shall prepare the Company’s Annual Report within 3 months from the end of the Company’s fiscal year….).

Kindly provide us with 2 copies of your finally published & accredited Annual Report distributed to your shareholders, attached to it a Compact Disc (CD) containing the material of the Annual Report saved as a PDF & of a size not exceeding 2MB. The content of this Report must be published within the specified period of time stated in Article (43) of the Securities Law & Article (5) of the Instructions of Issuing Companies Disclosure, Accounting & Auditing Standards for the year 2004, in order to apply the referred to above legal requirement.  


Third: By virtue of the provisions of Article (4/B) of the Instructions of Issuing Companies Disclosure, Accounting & Auditing Standards for the year 2004, which oblige the Board of Directors of an Issuing Company to include in its Annual Report items that need to be disclosed of & referring to Item (18) of the above provisions of this Article, Issuing Companies must fully comply with disclosing benefits & remunerations of the Chairman, members of the Board of Directors & Senior Executive Management, which stipulates the following:

(The benefits & remunerations of the Chairman, members of the Board of Directors & Senior Executive Management, during the fiscal year, including payments received by any of them such as wages, remunerations, salaries, bonuses & otherwise & their travel & transport expenses within the Kingdom & abroad).

Taking into account, that the Commissions’ Board of Commissioners decided on December 4.2012, that the definition of “Members of the Board of Directors” & “Members of the Board” referred to in  Article (4) Item (B) Paragraphs (3, 17, 18 & 20) & Article (8) Item (I) of the Instructions of Issuing Companies Disclosure, Accounting & Auditing Standards for the year 2004, is the (Natural & Legal Person, as well as the Natural Person representing the Legal Person).

And to apply the referred to above legal requirement, that obliges Issuing Companies to disclose in thoroughness the benefits & remunerations of the Chairman, members of the Board of Directors & Senior Executive Management for each member or any person from the Senior Management by specifying the amounts to every item separately such as, wages, remunerations, committees allowances, salaries, bonuses, transport expenses & otherwise to each one of them.   

We would like to stress here, that an Issuing Company must comply with thorough disclosure upon preparing its Annual Report to all the required Items of the provisions of Article (4) of the Instructions of Issuing Companies Disclosure, Accounting & Auditing Standards for the year 2004. And shall inconformity occur in any of the Items referred to in Article (4) Item (B) of the said Instructions; your Company must clearly indicate so in its Annual Report.

For further details on how to prepare the Annual Report or the Preliminary Business Results, kindly view the “Guideline for Preparing the Annual Report for Issuing Companies” & the “Form of Preliminary Business Results” available on the Commissions’ electronic website: Http://www.jsc.gov.jo.

We do hope that you comply with all the stated above disclosure requirements, to avoid any violations to the relevant provisions of the Securities Law, Instructions of Issuing Companies Disclosure, Accounting & Auditing Standards for the year 2004 & the Board of Commissioners decisions.  
     

 

H.E. Mohammed Saleh Hourani
Executive Chairman

 

Copy to:

Amman Stock Exchange.
Securities Depository Center.
Secretariat.
Surveillance Department.