Kingdom of Saudi Arabia – Capital Markets Authority

Kingdom of Saudi Arabia – Capital Markets Authority – Listed Companies Guide. Covering:

Preamble

Introduction

Board’s Report

1. Implemented and non-implemented provisions of the Corporate Governance Regulations, and justifications thereof.
2. Names, qualifications, experiences, and current and previous positions of the Board and Committee’s members and the Executive Management.
3. Names of companies inside and outside the Kingdom in which a Board member is a member of their current or previous Board or a manager.
4. Composition of the Board and classification of its members, as follows: Executive Directors, Non-executive Director, Independent Director.
5. Procedures taken by the Board to inform its members, Non-executive Directors in particular, of shareholders’ suggestions and remarks on the Company and its performance.
6. A brief description of the competencies and duties of the committees, such as Audit Committee, Nomination Committee and Remuneration Committee, indicating their names, their chairman, members, numbers of their respective meetings, dates of those meetings and members attendance details of each meeting.
7. Where applicable, the means used by the Board to assess its performance, performance of its committees and members, and the external body which conducted the assessment and its relation with the Company, if any.
8. Disclose remuneration of the Board members and Executive Management as stated in Article (93) of the Corporate Governance Regulations.
9. Any sanction, penalty, preventative measure or precautionary restriction imposed on the Company by the Authority or any other supervisory, regulatory or judicial authority, describing the reasons for non-compliance, the imposing authority and the measures taken to remedy and avoid such non-compliance in the future.
10. Results of the annual review of the effectiveness of internal control procedures of the Company and the opinion of the audit committee with respect to the adequacy of the Company’s internal control system.
11. Audit Committee’s recommendations on the need for appointing an internal auditor for the Company, it there is no internal auditor.
12. The Audit Committee’s recommendations that are in conflict with the Board’s resolutions or those which the Board disregarded, relating to appointment, dismissal, performance assessment or determining the remuneration of an external auditor, as well as the justifications for those recommendations and reasons for disregarding them.
13. Details of the Company’s social contributions, if any.
14. A statement of the dates of the General Assembly meetings held during the last fiscal year and the names of the Board members who attended them.
15. A description of the main types of activities of the Company and its affiliates. If these are two types or more, a statement showing each activity and its effect on the size of the Company’s business and contributions to the results must be attached.
16. A description of the Company’s significant plans and decisions (including changes to the structure, expanding the company’s operations or halting them) and future expectations.
17. Information on any risks facing the Company (operational, financial or market related) and the policy of managing and monitoring these risks.
18. A summary in a form of a table or graph showing the Company’s assets, liabilities and results of the last five fiscal years or since the incorporation date, whichever is the shorter.
19. Geographical analysis of revenues of the Company and its affiliates.
20. Any material differences in the operational results compared to the previous year’s results or any expectations announced by the Company.
21. Any inconsistency with the standards approved by the Saudi Organisation for Certified Public Accountants.
22. Name of each affiliate company, its capital, the Company’s ownership percentage, main scope of business, country of operation and country of incorporation.
23. Details of shares and debt instruments issued by each affiliate company.
24. A description of the dividends distribution policy.
25. A description of any interest in a class of voting shares held by persons (other than the Company’s Directors, Senior Executives and their relatives) who have notified the Company of their holdings pursuant to Article (45) of the Listing Rules, along with any change to such rights during the last fiscal year.
26. A description of any interest, contractual securities or rights issue of the Board members, Senior Executives and their relatives on the share or debt instruments of the Company or its affiliates, and any change on such interest or rights during the last fiscal year.
27. Information on any loans (payable on request or not), a statement of the total indebtedness of the Company and its affiliates, any amounts paid by the Company in repayment of loans during the year, the amount of the principal debts, the creditor’s name, the loan term and the remaining amount. In case there are no loans, a declaration thereof shall be presented.
28. A description of the classes and number of any convertible debt instruments, contractual securities, right issue or similar rights issued or granted by the Company during the fiscal year, as well as stating any compensation obtained by the Company in this regard.
29. A description of any conversion or subscription rights under any convertible debt instruments, contractually based securities, rights issue or similar rights issued or granted by the Company.
30. A description of any redemption, purchase or cancellation by the Company of any redeemable debt instruments and the value of such securities outstanding, distinguishing between those listed securities purchased by the Company and those purchased by its affiliates.
31. The number of Board meetings held during the last financial year, their dates and the attendance record of each meeting listing the names of the attendees.
32. The number of the Company’s requests of shareholders registry, dates and reasons thereof.
33. A description of any transaction between the Company and Related Party.
34. Information relating to any businesses or contracts to which the Company is a party, and in which a Director of the Company, a Senior Executive or any person related to any of them is, or was, interested, including names of the person in relation with such business and contract, in addition to the nature, conditions, duration and amount of the business or contract. If there are no businesses or contracts, the Company must submit a statement thereof.
35. A description of any arrangements or agreements under which a Director or a Senior Executive of the Company has waived any remunerations.
36. A description of any arrangements or agreements under which a shareholder of the Company has waived any rights to dividends.
37. A statement of the value of any paid and outstanding statutory payments on account of Zakat, Taxes, fees or any other charges that have not been paid until the end of the annual financial period, with a brief description and reasons therefor.
38. A statement as to the value of any investments made or reserves set up for the benefit of the employees of the Company.
39. Declaration to be included: Accounts properly prepared; Internal Control System; Significant doubts on the Company’s ability to continue.
40. If the external auditor’s report contains reservations on the annual financial statements, the Board’s report must highlight them mentioning their reasons and any relevant information.
41. If the Board recommends replacing the external auditor before the end of the term for which it is appointed, the report shall indicate this, mentioning the reasons for the replacement recommendation.
42. Disclose details of treasury shares maintained by the Company and details utilising such shares.