Kingdom of Saudi Arabia – Capital Markets Authority

Kingdom of Saudi Arabia – Capital Markets Authority – KSA – CMA – Corporate Governance Regulations – 08-05-2023. 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: Issues Affecting Independence

Chapter 2: Responsibilities and Competencies of the Board

Article 20: Responsibility of the Board

Article 21: Main Functions of the Board

Article 22: Distribution of Competencies and Duties

Article 23: Separation of Positions

Article 24: Oversight of the Executive Management

Article 25: Competencies and Duties of the Executive Management

Chapter 3: Competencies of the Chairman and the Board Members

Article 26: Competencies and Duties of the Chairman of the Board

Article 27: Appointing the Chief Executive Officer after the end of his/her service as Chairman of the Board

Article 28: Tasks and Duties of the Board Member

Article 29: Duties of the Independent Director

Chapter 4: Procedures of the Board Activities

Article 30: The Board Meetings

Article 31: Remarks of the Board Members

Article 32: Organising the Attendance of the Board Meetings

Article 33: The Agenda of Board Meetings

Article 34: Exercising the Competencies of the Board

Article 35: The Secretary of the Board

Article 36: Qualifications of the Secretary

Chapter 5: Training, Support and Assessment

Article 37: Training

Article 38: Providing Members with Information

Article 39: The Assessment

Chapter 6: Conflicts of Interest

Article 40: Dealing with Conflicts of Interest and Related Party Transactions

Article 41: Conflicts of Interest Policy

Article 42: Avoiding Conflicts of Interest

Article 43: Disclosure of Conflicts of Interest by the Nominee

Article 44: Rules of Competing with the Company

Article 45: Concept of the Competing Business

Article 46: Accepting Gifts

Part 4: Company Committees

Chapter 1: General Provision

Article 47: Forming the Committees

Article 48: Committees Membership

Article 49: Studying Subjects

Article 50: Committee Meetings

Chapter 2: The Audit Committee

Article 51: Audit Committee Formation

Article 52: Competencies, powers and responsibilities of the Audit Committee

Article 53: Conflict between the Audit Committee and the Board

Article 54: Audit Committee Meetings

Article 55: Arrangements for Providing Remarks

Article 56: Powers of the Audit Committee

Chapter 3: Remuneration Committee

Article 57: Composition of the Remuneration Committee

Article 58: Competencies of the Remuneration Committee

Article 59: Remuneration Policy

Article 60: Meetings of the Remuneration Committee

Chapter 4: Nomination Committee

Article 61: Composition of the Nomination Committee

Article 62: Competencies of the Nomination Committee

Article 63: The Nomination Procedures

Article 64: Meetings of the Nomination Committee

Article 65: Publishing the Nomination Announcement

Article 66: Nomination Rights of Shareholders

Chapter 5: Risk Management Committee

Article 67: Composition of the Risk Management Committee

Article 68: Competencies of the Risk Management Committee

Article 69: Meetings of the Risk Management Committee

Part 5: Internal Control

Article 70: Internal Control System

Article 71: Establishing Independent Units or Departments within the Company

Article 72: Duties of the Internal Audit Unit or Department

Article 73: Composing an Internal Audit Unit or Department

Article 74: Internal Audit Plan

Article 75: Internal Audit Report

Article 76: Maintaining Internal Audit Reports

Part 6: The Company’s External Auditor

Article 77: Assigning the Audit Function

Article 78: Appointment of the External Auditor

Article 79: Duties of the External Auditor

Part 7: Shareholders

Article 80: Regulating the Relationship with Stakeholders

Article 81: Reporting Non-compliant Practices

Article 82: Employee Incentives

Part 8: Professional and Ethical Standards

Article 83: Professional Conduct Policy

Article 84: Social Responsibility

Article 85: Social Initiatives

Part 9: Disclosure and Transparency

Article 86: Policies and Procedures of Disclosure

Article 87: The Board’s Report

Article 88: The Audit Committee’s Report

Article 89: Disclosure by the Board

Article 90: Disclosure of Remunerations

Part 10: Implementation of Corporate Governance

Article 91: Implementation of Effective Governance

Article 92: Formation of a Corporate Governance Committee

Part 11: Retaining of Documents

Article 93: Retaining of Documents

Part 12: Closing Provisions

Article 94: Providing the Additional Data and Information

Article 95: Publication and Entry into Force

Appendix (1) Remuneration Schedule