Article (146): Membership in More than One Board of Directors
A-
Any person is entitled, in his personal capacity, to be a member of the Board of a maximum of three Public Shareholding Companies concurrently. A person is also entitled to represent a corporate body in the Board of Directors of three Public Shareholding Companies at most. In all events, the said person is not entitled to be a member of the Board of Directors of more than five Public Shareholding Companies in his personal capacity in some, and as a representative of a corporate body in the others. Any membership in a Board of Directors of a Public Shareholding Company obtained by such person contrary to the provisions of this paragraph, shall by the force of Law, be considered null and void.
B-
Each candidate nominated for membership of the Board of Directors of a Public Shareholding Company shall notify the Controller in writing of the names of the companies in which he is a member in the Boards of Directors therein.
C-
No person may nominate himself for the membership of a Board of Directors of a Public Shareholding Company in his personal capacity or as a representative of a corporate body if the number of his memberships equals the number stipulated in paragraph (a) of this Article. However, he is permitted to resign from any membership within two weeks from the date of his new membership nomination, provided that he may not attend the meetings of the Board of Directors of the Company to which he was elected a member, prior to rectifying his position in accordance to the provisions of this article.
Article (150) :
The Members shall adjust their situation in accordance with these Instructions including depositing securities by virtue of the decisions issued by the Board of Directors for this purpose.
Article (60): Company Management
A-
The Company shall be managed by a manager or Management Committee whose members shall not be less than two and not more than seven, whether they are shareholders or others, in accordance with the Company's Memorandum of Association for a period of four years. The Memorandum may provide for a shorter period. The Management Committee shall elect a chairman, a deputy chairman and those authorized to sign on behalf of the Company.
B-
The manager of the Limited Liability Company or its Management Committee shall have full power to manage the Company within the limits specified by its Memorandum of Association. Transactions and actions realized or exercised by the manager or Management Committee in the name of the Company shall be binding on the Company before others dealing with the company in good faith, irrespective of any restriction stipulated in the Company's Articles or Memorandum of Association.
C-
Others dealing with the Company shall be considered bona fide unless the contrary is proven. However, others shall not be obligated to ascertain that there is any restriction on the powers of the managers or the Management Committee in their power to bind the Company under its Articles or Memorandum of Association.
Article (135) Government and Official Corporations’ Representation in the Board of Directors
A-
1.
Should the Government or any official public corporation or any public corporate
body subscribe in a Public Shareholding Company, then they shall be entitled to be
represented on its Board of Directors, by a number in proportion to their subscription
proportion in the Company capital if that proportion entitles it for one or more
memberships in the Board, and in this case it shall not participate in the election of
other Board members. If their subscription is less than the percentage that grants them
membership in the Board than they shall use their nomination right and participate in
electing the members of this Board just like any other shareholder, and the person
representing any of same on the Board shall enjoy all the membership rights and bear
its responsibilities. It is not permitted, in accordance with the provisions of this
paragraph, to appoint one member on more than one Board of Directors of two
companies in which the Government or official public corporation or public corporate
body is a subscriber therein, including Arab and foreign companies, or companies that
an official public corporation or public corporate body is a subscriber therein.
2.
If, and in any event, a representative of the Government or an official public corporation or public corporate body is appointed in more than two Companies' Board of Directors, then he shall be obligated under legal and disciplinary liability to correct his position during a period that does not exceed a month, in accordance with the provisions of clause (1) of this paragraph, by notifying the specialized body he represents in order for it to appoint a replacement in the company in which he relinquished his membership, and shall notify the Controller thereof. This provision is applicable to all existing cases upon this Law coming into force.
B-
The membership of the representative of the Government or the official corporation or the other public corporate bodies in the Board of Directors of the Public Shareholding Company shall continue for the term determined for the Board. The party that appointed the said representative shall have the right to appoint another person to replace him, at any time, for the remaining period of his predecessor’s term in the Board, or to delegate someone to temporarily replace him in the event of his illness or absence, provided that the Company is informed in writing in both situations.
C-
Should the member who represents the Government or the official public corporation or any public corporate body submit his resignation from the Company's Board of Directors, his resignation shall be accepted, and the entity whom he represented must appoint a new representative to replace him.
D-
Provisions relating to the appointment of a Government representative on the Board of Directors of Public Shareholding Companies shall be determined in accordance with the Jordan Investment Corporation Law and the regulations issued pursuant thereto, and any other legislation that amends or replaces the said Law.
E-
The provision of this Article shall apply to non-Jordanian governments and public corporate bodies when subscribing to the capitals of Jordanian companies.
Article (136): The Representation of a Corporate Body
If a corporate body, other than public corporate bodies referred to in Article (135) of this Law is a shareholder in a Public Shareholding Company, then it may be nominated for a number of seats in the Board of Directors in proportion to its shareholding in the Company's capital. In event of its election it shall name a natural person to represent it in the Board of Directors within ten days of the date of its election, provided that the appointee holds the membership conditions and qualifications stipulated in this Law with the exception to his ownership of the Board of Directors’ qualifying shares. A corporate body is deemed to have lost its membership if it fails to name its representative within a month of its election. The corporate body may also replace its representative with another natural person during the Board's duration.
Resultant of trades
No. of Management Committee Incomplete
Article (133): Shares whose Ownership is Necessary for the Nomination for the Board Membership
A-
The Public Shareholding Company's Memorandum of Association shall specify the number of shares which must be held by a member to qualify for nomination as a member of the Board of Directors, and to retain his position as a member therein. Those shares should not be attached, mortgaged or under any other lien which prevents their unrestricted disposal. The restriction provided for in Article (100) of this Law, regarding prohibiting the disposal of founding shares, shall be excluded from this provision.
B-
The qualifying number of shares for membership on the Board of Directors shall continue to be attached as long as the owner of such shares is a member of the Board of Directors and for a further period of six months following the expiry date of his term therein. Such shares may not be negotiated during that period. To that end the shares shall be marked as attached shares and a reference to this effect shall be made in the shareholders register. Such an attachment is made as a security for the Company's interest and to guarantee the obligations and responsibilities of that member and the Board of Directors.
C-
Any member of the Board of Directors of a Public Shareholding Company shall be automatically abated from his term of office if, for any reason whatsoever, the number of shares that he should own decreases to less than the number of shares which he should be an owner of pursuant to paragraph (a) of this Article, or if an attachment has been levied upon the shares pursuant to a final Court decision, or it they have been mortgaged during his term of office, unless he completes the shares which have been decreased from the shares which qualify him for such term in the Board within a period that does not exceed thirty days. Such shareholder may not attend any of the Board’s meetings during the period in which the decrease of his shares occurs.
Article (95): Fixing the Company's Capital and Duration of Paying the Unsubscribed Part
A-
The authorized capital of the Public Shareholding Company and the subscribed part shall be fixed in Jordanian Dinars and shall be divided into nominal shares at a par-value of one Dinar each, provided that the authorized capital shall not be less than five hundred thousand (500,000) Dinars and the subscribed capital shall not be less than one hundred thousand (100,000) Dinars or twenty percent (20%) of the authorized capital, whichever is greater.
B-
Subject to the provisions of paragraph (d) of this Article, the un-subscribed capital shall be paid within three years of the date of the Company's founding or the increase of the capital, as the case may be. In the event of default in payment of the un-subscribed capital within the said period, the following should be observed
1.
If the subscribed capital exceeds five hundred thousand (500,000) Dinars at the end of the period, the authorized capital of the Company shall be become its actual subscribed capital.
2.
If the subscribed capital is less than five hundred thousand (500,000) Dinars at the end of the period, the Controller shall issue a warning to the Company to pay the necessary difference in the amount with the effect that the actual subscribed capital of the Company becomes five hundred thousand (500,000) Dinars within thirty days from the date the notice is served to the Company. Should the Company fail to do so, the Controller shall have the right to request the Court to liquidate the Company in accordance with the provisions of Article (266) of this Law.
C-
The Company's Board of Directors may re-issue the un-subscribed shares of the authorized capital of the Company as the Company's interests may warrant, and at the value which is deemed proper by the Board, whether such value is equivalent to the nominal value of the share, or higher or lower than it, provided that such shares shall be issued in accordance with the provisions of the applicable regulations and legislations in force.
D-
The Board of Directors of the Public Shareholding Company shall obtain the approval of the extraordinary General Assembly in the event that the un-subscribed shares are covered by any of the following methods:
1.
Incorporating the voluntary reserve into the Company's capital;
2.
Capitalization of the Company's debts or any part thereof provided that the creditors of these debts consent thereto in writing;
3.
Conversion of convertible bonds into shares in accordance with the provisions of this Law.
E-
It shall be permissible by a decision of the General Assembly in accordance with rules set by same for this purpose to allocate a part of the Company's un-subscribed capital as an incentive to the Company's employees. In such a case, this part may continue to be offered to them for a period that does not exceed four years as of the date of the Company's registration or the increase in its capital, as the case may be.
F-
The Board of Directors may issue shares as provided for by the provisions of the Securities Law in force.
Article (95): Fixing the Company's Capital and Duration of Paying the Unsubscribed Part
A-
The authorized capital of the Public Shareholding Company and the subscribed part shall be fixed in Jordanian Dinars and shall be divided into nominal shares at a par-value of one Dinar each, provided that the authorized capital shall not be less than five hundred thousand (500,000) Dinars and the subscribed capital shall not be less than one hundred thousand (100,000) Dinars or twenty percent (20%) of the authorized capital, whichever is greater.
B-
Subject to the provisions of paragraph (d) of this Article, the un-subscribed capital shall be paid within three years of the date of the Company's founding or the increase of the capital, as the case may be. In the event of default in payment of the un-subscribed capital within the said period, the following should be observed
1.
If the subscribed capital exceeds five hundred thousand (500,000) Dinars at the end of the period, the authorized capital of the Company shall be become its actual subscribed capital.
2.
If the subscribed capital is less than five hundred thousand (500,000) Dinars at the end of the period, the Controller shall issue a warning to the Company to pay the necessary difference in the amount with the effect that the actual subscribed capital of the Company becomes five hundred thousand (500,000) Dinars within thirty days from the date the notice is served to the Company. Should the Company fail to do so, the Controller shall have the right to request the Court to liquidate the Company in accordance with the provisions of Article (266) of this Law.
C-
The Company's Board of Directors may re-issue the un-subscribed shares of the authorized capital of the Company as the Company's interests may warrant, and at the value which is deemed proper by the Board, whether such value is equivalent to the nominal value of the share, or higher or lower than it, provided that such shares shall be issued in accordance with the provisions of the applicable regulations and legislations in force.
D-
The Board of Directors of the Public Shareholding Company shall obtain the approval of the extraordinary General Assembly in the event that the un-subscribed shares are covered by any of the following methods:
1.
Incorporating the voluntary reserve into the Company's capital;
2.
Capitalization of the Company's debts or any part thereof provided that the creditors of these debts consent thereto in writing;
3.
Conversion of convertible bonds into shares in accordance with the provisions of this Law.
E-
It shall be permissible by a decision of the General Assembly in accordance with rules set by same for this purpose to allocate a part of the Company's un-subscribed capital as an incentive to the Company's employees. In such a case, this part may continue to be offered to them for a period that does not exceed four years as of the date of the Company's registration or the increase in its capital, as the case may be.
F-
The Board of Directors may issue shares as provided for by the provisions of the Securities Law in force.
Article (132): The Board of Directors
A-
The management of a Public Shareholding Company is entrusted to a Board of Directors whose members shall not be less than three and not more than thirteen as determined by the Company's Memorandum of Association. The members of the Board shall be elected by the Company's General Assembly by means of a secret ballot in accordance with the provisions of this Law. The Board of Directors shall undertake the management of the Company for four years as from the date of its election.
B-
The Board of Directors shall invite the Company's General Assembly to meet during the last three months of its term, in order to elect a new Board of Directors to replace it as of the date of its election, provided that the Board continues to manage the affairs of the Company until the new Board is elected if its election is delayed for any reason whatsoever. The delay in this case should not exceed three months from the expiry date of the term of the existing Board whatever the case maybe.
Article (60) : Company Management
A-
The Company shall be managed by a manager or Management Committee whose members shall not be less than two and not more than seven, whether they are shareholders or others, in accordance with the Company's Memorandum of Association for a period of four years. The Memorandum may provide for a shorter period. The Management Committee shall elect a chairman, a deputy chairman and those authorized to sign on behalf of the Company.
B-
The manager of the Limited Liability Company or its Management Committee shall have full power to manage the Company within the limits specified by its Memorandum of Association. Transactions and actions realized or exercised by the manager or Management Committee in the name of the Company shall be binding on the Company before others dealing with the company in good faith, irrespective of any restriction stipulated in the Company's Articles or Memorandum of Association.
C-
Others dealing with the Company shall be considered bona fide unless the contrary is proven. However, others shall not be obligated to ascertain that there is any restriction on the powers of the managers or the Management Committee in their power to bind the Company under its Articles or Memorandum of Association.
Article (167):
A-
Should the chairman of the Board of Directors of a Public Shareholding Company, or any of its members, submit their resignation, or should the Board cease to have legal quorum due to the resignation of a number of its members, and if the General Assembly fails to elect a Board of Directors for the Company, the Minister shall upon a recommendation of the Controller, form a temporary committee composed of any number of experienced and specialized persons which he deems appropriate. The Minister shall appoint from amongst the members of the committee a chairman and a deputy in order to assume the management to the Company. He shall also invite the General Assembly to meet within a period not exceeding six months from the date of the formation of the committee, in order to elect a new Board of Directors for the Company. The chairman of the committee and its members shall be granted remuneration at the expense of the Company in accordance with what is determined by the Minister.
Article (167) The Right of the Minister to Form a Committee to Manage the Company upon the Resignation of the Board of Directors’ Chairman and Members
A-
Should the chairman of the Board of Directors of a Public Shareholding Company, or any of its members, submit their resignation, or should the Board cease to have legal quorum due to the resignation of a number of its members, and if the General Assembly fails to elect a Board of Directors for the Company, the Minister shall upon a recommendation of the Controller, form a temporary committee composed of any number of experienced and specialized persons which he deems appropriate. The Minister shall appoint from amongst the members of the committee a chairman and a deputy in order to assume the management to the Company. He shall also invite the General Assembly to meet within a period not exceeding six months from the date of the formation of the committee, in order to elect a new Board of Directors for the Company. The chairman of the committee and its members shall be granted remuneration at the expense of the Company in accordance with what is determined by the Minister.
B-
The provisions of paragraph (a) of this Article shall apply to Banks, financial services companies and insurance companies, after seeking the opinion of the Governor of the Central Bank of Jordan, the Securities Commission and the Insurance Regulatory Commission, as the case may be.
Article (168) Notification of the Controller of Occurrence of a Serious Loss to the Company and Right of Minster to Dissolve the Board
A-
The chairman of the Board of Directors, any members thereof, its general manager or its auditors shall notify the Controller of the occurrence of any financial or administrative disorders or serious losses which affect the rights of the Company's shareholders or creditors. The Controller shall also be notified if the Company Board of Directors, or any member thereof, or its general manager exploit their powers and position in any manner that achieves for their or another’s account any benefit in an illegitimate manner. This provision shall apply in case any of same abstain from work which the Law stipulates its implementation or the completion of any practice pertaining to fraud or considered embezzlement, forgery or breach of trust in a manner that affects the rights of the Company and its shareholders. Failure to do so by any of the aforesaid shall subject them to ommisive liability.
B-
The Minister shall, in any of these cases and upon the recommendation of the Controller, after ascertaining the correctness of the notification, dissolve the Company's Board of Directors and form a committee of any number, which he deems appropriate, of experienced and specialized persons to manage the Company for a period of six months renewable twice at most and shall appoint a chairman and a deputy chairman from amongst its members. In this case, the committee shall invite the General Assembly during that period to elect a new Board of Directors for the Company. The chairman and members of the committee shall be granted remuneration, at the Company's expense, as shall be determined by the Minister.
C-
The provisions of this Article shall apply to Limited Liability Companies and Private Shareholding Companies in any case approved by the Council of Ministers upon the recommendation of the Minist.
Article (135) Government and Official Corporations’ Representation in the Board of Directors
A-
1.
Should the Government or any official public corporation or any public corporate
body subscribe in a Public Shareholding Company, then they shall be entitled to be
represented on its Board of Directors, by a number in proportion to their subscription
proportion in the Company capital if that proportion entitles it for one or more
memberships in the Board, and in this case it shall not participate in the election of
other Board members. If their subscription is less than the percentage that grants them
membership in the Board than they shall use their nomination right and participate in
electing the members of this Board just like any other shareholder, and the person
representing any of same on the Board shall enjoy all the membership rights and bear
its responsibilities. It is not permitted, in accordance with the provisions of this
paragraph, to appoint one member on more than one Board of Directors of two
companies in which the Government or official public corporation or public corporate
body is a subscriber therein, including Arab and foreign companies, or companies that
an official public corporation or public corporate body is a subscriber therein.
2.
If, and in any event, a representative of the Government or an official public corporation or public corporate body is appointed in more than two Companies' Board of Directors, then he shall be obligated under legal and disciplinary liability to correct his position during a period that does not exceed a month, in accordance with the provisions of clause (1) of this paragraph, by notifying the specialized body he represents in order for it to appoint a replacement in the company in which he relinquished his membership, and shall notify the Controller thereof. This provision is applicable to all existing cases upon this Law coming into force.
B-
The membership of the representative of the Government or the official corporation or the other public corporate bodies in the Board of Directors of the Public Shareholding Company shall continue for the term determined for the Board. The party that appointed the said representative shall have the right to appoint another person to replace him, at any time, for the remaining period of his predecessor’s term in the Board, or to delegate someone to temporarily replace him in the event of his illness or absence, provided that the Company is informed in writing in both situations.
C-
Should the member who represents the Government or the official public corporation or any public corporate body submit his resignation from the Company's Board of Directors, his resignation shall be accepted, and the entity whom he represented must appoint a new representative to replace him.
D-
Provisions relating to the appointment of a Government representative on the Board of Directors of Public Shareholding Companies shall be determined in accordance with the Jordan Investment Corporation Law and the regulations issued pursuant thereto, and any other legislation that amends or replaces the said Law.
E-
The provision of this Article shall apply to non-Jordanian governments and public corporate bodies when subscribing to the capitals of Jordanian companies.
Article (136): The Representation of a Corporate Body
If a corporate body, other than public corporate bodies referred to in Article (135) of this Law is a shareholder in a Public Shareholding Company, then it may be nominated for a number of seats in the Board of Directors in proportion to its shareholding in the Company's capital. In event of its election it shall name a natural person to represent it in the Board of Directors within ten days of the date of its election, provided that the appointee holds the membership conditions and qualifications stipulated in this Law with the exception to his ownership of the Board of Directors’ qualifying shares. A corporate body is deemed to have lost its membership if it fails to name its representative within a month of its election. The corporate body may also replace its representative with another natural person during the Board's duration.
ÚÑÈÜí
