Kingdom of Saudi Arabia – Capital Markets Authority

Kingdom of Saudi Arabia – Capital Markets Authority – Corporate Governance Regulation for Listed Joint Stock Companies – 20-5-2019. Covering:

Part 1 – Preliminary Provisions

Article 1: Definitions

Article 2: Preamble

Article 3: Objectives of the Regulations

Part 2: Rights of Shareholders

Chapter 1: General Rights

Article 4: Fair Treatment of Shareholders

Article 5: Rights related to shares

Article 6: Shareholder access to information

Article 7: Communicating with Shareholders

Article 8: Electing the Board Members

Article 9: Distribution of Dividends

Chapter 2: Rights Related to the Meeting of the General Assembly

Article 10: Preamble

Article 11: Competencies of the Extraordinary General Assembly

Article 12: Competencies of the Ordinary General Assembly

Article 13: Shareholders’ Assembly

Article 14: The Agenda of the General Assembly

Article 15: Management of the Shareholders’ Assembly

Part 3: The Board of Directors

Chapter 1: Formation of the Board

Article 16: Composition of the Board

Article 17: Appointment of the Board Members

Article 18: Conditions for the Membership of the Board

Article 19: Termination of a Board Membership

Article 20: Issues Affecting Independence

Chapter 2: Responsibilities and Competencies of the Board

Article 21: Responsibility of the Board

Article 22: Main Functions of the Board

Article 23: Distribution of Competencies and Duties

Article 24: Separation of Positions

Article 25: Oversight of the Executive Management

Article 26: Competencies and Duties of the Executive Management

Chapter 3: Competencies of the Chairman and the Board Members

Article 27: Competencies and Duties of the Chairman of the Board

Article 28: Appointing the Chief Executive Officer after the end of his/her service as Chairman of the Board

Article 29: Principles of truthfulness, honesty and loyalty

Article 30: Tasks and Duties of the Board Member

Article 31: Duties of the Independent Director

Chapter 4: Procedures of the Board Activities

Article 32: The Board Meetings

Article 33: Remarks of the Board Members

Article 34: Organising the Attendance of the Board Meetings

Article 35: The Agenda of Board Meetings

Article 36: Exercising the Competencies of the Board

Article 37: The Secretary of the Board

Article 38: Qualifications of the Secretary

Chapter 5: Training, Support and Assessment

Article 39: Training

Article 40: Providing Members with Information

Article 41: The Assessment

Chapter 6: Conflicts of Interest

Article 42: Dealing with Conflicts of Interest and Related Party Transactions

Article 43: Conflicts of Interest Policy

Article 44: Avoiding Conflicts of Interest

Article 45: Disclosure of Conflicts of Interest by the Nominee

Article 46: Rules of Competing with the Company

Article 47: Concept of the Competing Business

Article 48: Rejecting to Grant Authorisation

Article 49: Accepting Gifts

Part 4: Company Committees

Chapter 1: General Provision

Article 50: Forming the Committees

Article 51: Committees Membership

Article 52: Studying Subjects

Article 53: Committee Meetings

Chapter 2: The Audit Committee

Article 54: Audit Committee Formation

Article 55: Competencies, powers and responsibilities of the Audit Committee

Article 56: Conflict between the Audit Committee and the Board

Article 57: Audit Committee Meetings

Article 58: Arrangements for Providing Remarks

Article 59: Powers of the Audit Committee

Chapter 3: Remuneration Committee

Article 60: Composition of the Remuneration Committee

Article 61: Competencies of the Remuneration Committee

Article 62: Remuneration Policy

Article 63: Meetings of the Remuneration Committee

Chapter 4: Nomination Committee

Article 64: Composition of the Nomination Committee

Article 65: Competencies of the Nomination Committee

Article 66: The Nomination Procedures

Article 67: Meetings of the Nomination Committee

Article 68: Publishing the Nomination Announcement

Article 69: Nomination Rights of Shareholders

Chapter 5: Risk Management Committee

Article 70: Composition of the Risk Management Committee

Article 71: Competencies of the Risk Management Committee

Article 72: Meetings of the Risk Management Committee

Part 5: Internal Control

Article 73: Internal control System

Article 74: Establishing Independent Units or Departments within the Company

Article 75: Duties of the Internal Audit Unit or Department

Article 76: Composing an Internal Audit Unit or Department

Article 77: Internal Audit Plan

Article 78: Internal Audit Report

Article 79: Maintaining Internal Audit Reports

Part 6: The Company’s External Auditor

Article 80: Assigning the Audit Function

Article 81: Appointment of the External Auditor

Article 82: Duties of the External Auditor

Part 7: Shareholders

Article 83: Regulating the Relationship with Shareholders

Article 84: Reporting Non-compliant Practices

Article 85: Employee Incentives

Part 8: Professional and Ethical Standards

Article 86: Professional Conduct Policy

Article 87: Social Responsibility

Article 88: Social Initiatives

Part 9: Disclosure and Transparency

Article 89: Policies and Procedures of Disclosure

Article 90: The Board Report

Article 91: The Audit Committee’s Report

Article 92: Disclosure by the Board

Article 93: Disclosure of Remunerations

Part 10: Implementation of Corporate Governance

Article 94: Implementation of Effective Governance

Article 95: Formation of a Corporate Governance Committee

Part 11: Retaining of Documents

Article 96: Retaining of Documents

Part 12: Closing Provisions

Article 97: Providing the Additional Data and Information

Article 98: Publication and Entry into Force

Appendix (1) Remuneration Schedule