Today, the articles of association of the Health Holding Company were revealed, which ensured that the company’s objectives are to own, construct, operate, manage, maintain and develop health facilities, facilities and buildings.
According to the system published by “Umm Al-Qura” newspaper, it is a Saudi joint stock company, enjoying legal personality, independent financial disclosure, and wholly owned by the state.
The following are the articles of association of the company:
Establishment of the company
It is established in accordance with the provisions of the Companies Law and its bylaws and this bylaw; A Saudi joint stock company, enjoying legal personality and independent financial disclosure, and wholly owned by the state (the owner), referred to in this system as (the company).
Company goals and missions
1- Purchasing, owning, leasing and leasing physical and intangible assets, and undertaking all types of investment in them.
2- Carrying out research activities and investing them commercially.
3- Qualifying, training and developing health and support cadres.
4- Preparing strategic development studies for the health sector, and providing specialized consultations related to its objectives.
5- Providing nutrition and catering services for health facilities.
6- Providing transportation and deportation services related to medical services.
7- Providing hygiene services, washing clothes, bed covers and medical uniforms.
8- Producing, manufacturing and marketing health and laboratory devices, equipment, tools and supplies.
9- Preparing health information systems and electronic services, designing, developing and marketing them, developing information technology services and electronic linking between the relevant health sectors, and exchanging health information.
10- Commercial representation and commercial agencies related to its activities and purposes.
11- Carrying out all practices aimed at investing its assets and increasing its revenues.
12- Establishment of subsidiaries of all kinds related to achieving its objectives mentioned in this article.
13- Managing its subsidiaries, or participating in the management of other companies in which it contributes, and providing the necessary support to them.
14- Owning real estate and movables necessary to carry out its activity.
15- Possessing intellectual property rights and other moral rights, exploiting them, and licensing their subsidiaries or others to use them.
16- Providing all support services to the health sector, including guard services, engineering management, quality assurance, infection control, and other services.
17- Providing health care services at its various levels.
18- Providing medical consultation services, and remote medical advice.
19- Providing telemedicine services, electronic visits and mobile units.
The company’s capital and the extent to which it can be increased or decreased:
The company’s capital is 50 million riyals, divided into 5 million nominal shares of equal value, the value of each of which is (10) Saudi riyals, all of which are ordinary cash shares. The company’s paid-up capital is 12.5 million riyals. The owner may decide to increase the company’s capital, provided that The capital shall be paid in full, except in the case of increasing the capital by entering any of the assets allocated to the Ministry of Health in the capital of the company.
The capital is not required to have been paid in full if the unpaid part of it relates to shares issued in exchange for converting debt instruments or financing instruments into shares and the period set for converting them into shares has not expired.
The owner may decide to reduce the capital if it exceeds the company’s need, or if it suffers losses. In the latter case alone, the capital may be reduced below the limit stipulated in the Companies Law, and the reduction decision is not issued until after reading a special report prepared by the auditor on the compelling reasons. him, and the obligations of the company, and the effect of the reduction in these obligations.
If the reduction of the capital is a result of it being more than the company’s need, the creditors must be called to express their objections to it within 60 days from the date of publishing the reduction decision in a daily newspaper distributed in the area where the company’s head office is located. The company must pay him his debt if it is immediate, or provide him with a sufficient guarantee to pay it if it is deferred.
Subscription and sale of company shares
The owner has subscribed to the entire capital stock, amounting to 5 million shares, and all the cash paid out of the capital has been deposited in the name of the company under incorporation with one of the licensed banks in the Kingdom. Each of them shall not be less than 12 months from the date of incorporation of the company, and shall inform the Ministry of Commerce of their intention to sell; After obtaining the necessary governmental approvals.
Powers of the company’s board of directors and termination of membership
The company is managed by a board of directors consisting of (9) members appointed by the ordinary general assembly for a period not exceeding 3 renewable years. However, the owner may at any time dismiss all or some of the members of the board of directors by virtue of a decision of the ordinary general assembly.
The board of directors has the widest powers in managing the company and taking all the actions that are necessary to achieve its purposes. Including the power to contract, enter into commitments, associate in the name and on behalf of the company, conclude conciliation, waiver, clearances, and other types of actions, draw up the company’s general policy, and issue financial, regulatory, and other regulations related to work and employees of the company and its subsidiaries.
The Board, after obtaining the approval of the Ordinary General Assembly, undertakes several matters, including: transferring the company’s assets to subsidiaries or to third parties, selling or mortgaging them, including real estate and emptying them, establishing subsidiaries, and participating in other companies.
It is also responsible for amending its articles of incorporation, entering into insurance contracts and loan contracts with government agencies and commercial and non-commercial financing institutions, providing guarantees for the debts of the company or its subsidiaries, or in which the company participates, as well as delegating one or more of its members or others to Conducting a specific business or business.
Powers of the Chairman and Deputy:
– The Board of Directors appoints from among its members a Chairman and a Deputy Chairman, and the Board of Directors determines by a decision the powers and authorities of the Chairman, and the Vice Chairman replaces the Chairman of the Board in his absence and exercises his powers, and the Board of Directors may appoint a Managing Director, and he may appoint a Chief Executive Officer of the company or any of the executive managers , provided that the Board determines their responsibilities and rewards.
– The Chairman of the Board of Directors shall have the right to represent the company in its relations with others and before the courts and governmental and non-governmental bodies, to sign all kinds of contracts, documents and documents, to conclude loan agreements on behalf of the company, to collect its rights and pay its obligations, to enter into tenders, to open accounts and credits, and to withdraw and deposit with banks. Issuing commercial papers, appointing and contracting workers, determining their salaries and dismissing them from service. The Chairman of the Board of Directors may authorize and delegate a third party within the limits of his competence to carry out certain work or works, and he may cancel the authorization or power of attorney.
– The board of directors appoints a secretary to carry out the work of the board’s secretariat.
Quorum for the meeting of the Board of Directors and the terms of reference of the Constituent Assembly
The Board of Directors meets at least twice a year at the invitation of its Chairman, and the Chairman of the Board must invite the Board to a meeting whenever requested to do so by two of the members at least.
1- The meeting of the Board of Directors is not valid unless attended by at least half of its members, on their own behalf or on behalf of the other members, provided that the number of members present on their own is not less than 4, including the chairman or his deputy, and the attendance is in person or by means of technology that allows audio communication or visual and audio.
2- Any member of the Board of Directors has the right to grant any other member of the Board of Directors a power of attorney to vote on his behalf in accordance with the following controls:
A – A member of the Board of Directors may not represent more than one member in attending one meeting.
B – The representation must be fixed in writing.
C- The representative may not vote on decisions in which the system prohibits the representative from voting.
3- Board decisions are issued by the majority of votes of the members present or represented in it at least, and in case of equality, the side with which the chairman of the meeting voted shall prevail.
4- It is not permissible for any of the Board members to have any personal interest, direct or indirect, in the business and contracts that are done for the account of the company, or to compete with the company in one of its branches of activity, except after following the necessary statutory procedures.
The constituent assembly shall be held within 45 days from the date of the Cabinet decision licensing the establishment of the company, and it is concerned with matters mentioned in the Companies Law.
Company accounts and dividends
• fiscal year
The company’s fiscal year begins on the first of January and ends at the end of December of each year, provided that the first fiscal year begins from the date of the company’s registration in the commercial registry; This is for a period of not less than six months and not more than eighteen months.
• Financial documents
1- At the end of each financial year of the company, the board of directors must prepare its financial statements and a report on its activity and financial position for the past fiscal year. This report includes the proposed method for distributing profits.
The Board shall place these documents at the disposal of the auditor at least forty-five days before the date set for convening the General Assembly.
2- The company’s board of directors, chief executive officer and financial manager must sign the documents referred to in paragraph (1) of this article, and copies of them shall be deposited at the company’s head office at the owner’s disposal at least ten days before the date set for holding the general assembly.
3- The chairman of the board of directors shall provide the owner with the company’s financial statements, the board’s report, and the auditor’s report; He must also send a copy of these documents to the Ministry of Commerce; This shall be at least fifteen days prior to the date of the General Assembly.
• Dividend distribution
The company does not aim to make a profit. In the event of profits, the company’s annual net profits are distributed as follows:
1- (10%) of the net profits shall be set aside to form the statutory reserve of the company, and the Ordinary General Assembly may decide to discontinue this deduction whenever it deems appropriate.
2- The Ordinary General Assembly, based on the proposal of the Board of Directors, may set aside percentages of the net profits to form a consensual reserve.
3- The Ordinary General Assembly may decide to form other reserves; To the extent that it is in the interest of the company. It may also deduct sums from the net profits for the establishment of social institutions for the company’s employees, or to assist the existing such institutions.
• Company losses
If the company’s losses amount to half of the paid-up capital at any time during the fiscal year, any official in the company, or the auditor must immediately inform the Chairman of the Board of Directors, and the Chairman of the Board of Directors must inform the members of the Board immediately, and the Board of Directors within 15 days from His knowledge of this invites the owner to decide, within 90 days from the date of his knowledge of the losses, to either increase or decrease the company’s capital in accordance with the provisions of the Companies Law; This is to the extent that the percentage of losses decreases to less than half of the paid-up capital, or the company is dissolved before the term specified in this system.
Dissolution and liquidation of the company
The company, upon its expiry, enters the role of liquidation, and maintains the legal personality to the extent necessary for liquidation. The decision of voluntary liquidation is issued by the owner, and it must include the appointment of the liquidator, determining his powers and fees, restrictions imposed on his powers, and the period required for liquidation, and the period of voluntary liquidation must not exceed 5 years. It may not be extended for more than that except by a judicial order.
The authority of the company’s board of directors ends with its dissolution, however, the members of the board of directors remain in charge of the company’s management, and they are considered to be liquidators with respect to third parties until the liquidator is appointed, and the owner shall remain during the liquidation period with his powers that do not conflict with the competences of the liquidator.