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The document sets out the regulatory framework for shareholder rights, board formation and responsibilities, chairman and board-member duties, board meeting procedures, training and assessment, and conflicts of interest. It also covers company committees (audit, remuneration, nomination, risk management), internal control, external audit functions, stakeholder relations, ethical standards, disclosure, transparency, and implementation 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gifts.","https://schema.org",{"og:url":83,"og:type":125,"og:title":65,"og:site_name":95,"og:description":67},"article",{"robots":127,"canonical":83},"index,follow",{"doc_id":129,"site_id":62},503076,1791099780,{"code":4,"msg":5,"data":132},{"doc_id":129,"user_id":133,"nickname":92,"user_avatar":134,"doc_module":4,"category_id":39,"category_name":40,"doc_title":65,"doc_description":67,"doc_content":135,"file_id":136,"file_url":137,"file_type":138,"file_size":139,"view_count":105,"is_deleted":4,"is_public":8,"is_downloadable":8,"audit_status":8,"page_count":140,"language":141,"language_code":63,"site_id":62,"html_lang":63,"table_of_contents":142,"faqs":143,"seo_title":144,"seo_description":67,"update_tm":145,"read_time":146},1099523882182,"https://ap-avatar.wpscdn.com/davatar_6f874abed73319feea01a86fa6f0fab8","KINGDOM OF SAUDI ARABIA  \nCapital Market Authority  \nCorporate Governance Regulations  \nEnglish Translation of the Official Arabic Text  \nIssued by the Board of the Capital Market Authority  \nPursuant to Resolution Number 8-16-2017  \nDated 16/5/1438H Corresponding to 13/2/2017G  \nBased on the Companies Law  \nIssued by Royal Decree No M/3 dated 28/1/1437H  \nAmended by Resolution of the Board  \nof the Capital Market Authority Number 8-5-2023  \nDated 25/6/1444H Corresponding to 18/1/2023 G  \nBased on the Companies Law Issued by Royal Decree No. M/132 dated 1/12/1443H  \nNote: Arabic is the official language of the Capital Market Authority  \nImportant Notice:  \nThe current version of these Regulations, as may be amended, can be found at the [Authority website: www.cma.org.sa](Authority website: www.cma.org.sa)  \nTable of Contents  \nPart 1: Preliminary Provisions  \nArticle 1: Definitions  \nArticle 2: Preamble  \nArticle 3: Objectives ofthe Regulations  \nPart 2: Rights of Shareholders  \nChapter 1: General Rights  \nArticle 4: Fair Treatment of Shareholders  \nArticle 5: Rights related to shares  \nArticle 6: Shareholder access to information  \nArticle 7: Communicating with Shareholders  \nArticle 8: Electing the Board Members  \nArticle 9: Distribution of Dividends  \nChapter 2: Rights Related to the Meeting of the General Assembly  \nArticle 10: Preamble  \nArticle 11: Competencies of the Extraordinary General Assembly  \nArticle 12: Competencies of the Ordinary General Assembly  \nArticle 13: Shareholders' Assembly  \nArticle 14: The Agenda of the General Assembly  \nArticle 15: Management of the Shareholders' Assembly  \nPart 3: The Board of Directors  \nChapter 1: Formation of the Board  \nArticle 16: Composition of the Board  \nArticle 17: Appointment of the Board members  \nArticle 18: Conditions for the Membership of the Board  \nArticle 19: Issues Affecting Independence  \nChapter 2: Responsibilities and Competencies of the Board  \nArticle 20: Responsibility of the Board  \nArticle 21 : Main Functions of the Board  \nArticle 22: Distribution of Competencies and Duties  \nArticle 23: Separation of Positions  \nArticle 24: Oversight over the Executive Management  \nArticle 25: Competencies and Duties of the Executive Management  \nChapter 3: Competencies of the Chairman and the Board Members  \nArticle 26: Competencies and Duties of the Chairman of the Board  \nArticle 27: Appointing the Chief Executive Officer after the end of his/her services as Chairman of the Board  \nArticle 28: Tasks and Duties of the Board Members  \nArticle 29: Duties of the Independent Director  \nChapter 4: Procedures ofthe Board Activities  \nArticle 30: The Board Meetings  \nArticle 31 : Remarks of the Board Members  \nArticle 32: Organising the Attendance of the Board Meetings  \nArticle 33: The Agenda of Board Meetings  \nArticle 34: Exercising the Competencies of the Board  \nArticle 35: The Secretary of the Board  \nArticle 36: Qualifications ofthe Secretary  \nChapter 5: Training, Support and Assessment  \nArticle 37: Training  \nArticle 38: Providing Members with Information  \nArticle 39: The Assessment  \nChapter 6: Conflicts of Interest  \nArticle 40: Dealing with Conflicts of Interest and Related Parties Transactions  \nArticle 41 : Conflicts of Interest Policy  \nArticle 42: Avoiding Conflicts of Interest  \nArticle 43: Disclosure of Conflicts of Interest by the Nominee  \nArticle 44: Rules of Competing with the Company  \nArticle 45: Concept of the Competing Businesses  \nArticle 46: Accepting Gifts  \nPart 4: Company Committees  \nChapter 1: General Provisions  \nArticle 47: Forming the Committees  \nArticle 48: Committees Membership  \nArticle 49: Studying Subjects  \nArticle 50: Committees Meetings  \nChapter 2: The Audit Committee  \nArticle 51 Audit Committee Formation  \nArticle 52: Competencies, powers and responsibilities of the Audit Committee  \nArticle 53: Conflict between the Audit Committee and the Board  \nArticle 54: Audit Committee Meetings  \nArticle 55: Arrangements for Providing ","cbCaidC0E0DJnnFB","https://ap.wps.com/l/cbCaidC0E0DJnnFB","pdf",656005,61,"English","# Part 1: Preliminary Provisions\n## Article 1: Definitions\n## Article 2: Preamble\n## Article 3: Objectives of the Regulations\n# Part 2: Rights of Shareholders\n## Chapter 1: General Rights\n## Chapter 2: Rights Related to the Meeting of the General Assembly\n# Part 3: The Board of Directors\n## Chapter 1: Formation of the Board\n## Chapter 2: Responsibilities and Competencies of the Board\n## Chapter 3: Competencies of the Chairman and the Board Members\n## Chapter 4: Procedures of the Board Activities\n## Chapter 5: Training, Support and Assessment\n## Chapter 6: Conflicts of Interest\n# Part 4: Company Committees","[{\"question\":\"What do the regulations cover regarding shareholder rights?\",\"answer\":\"They address general rights, fair treatment, access to information, communication with shareholders, electing board members, dividends, and the powers and agenda of general assembly meetings.\"},{\"question\":\"How are the board of directors and its responsibilities defined?\",\"answer\":\"The document specifies the board’s composition, appointment and eligibility conditions, independence-related issues, core responsibilities, key functions, distribution of competencies, and oversight of executive management.\"},{\"question\":\"What requirements are set for conflicts of interest?\",\"answer\":\"It includes rules for handling conflicts and related-party transactions, a conflicts-of-interest policy, avoiding conflicts, disclosure by nominees, restrictions on competing businesses, and rules on accepting gifts.\"}]","Corporate Governance Regulations - Part 1 - Preliminary Provisions | PDF",1791049612,154]