Director and Board Independence Assessment
The Kingdom of Saudi Arabia
for SAMA and CMA Regulated Boards

Why Your Interest? - As a Director or Board ...

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If you are a Director of an entity under SAMA / CMA, this may affect you directly and personally.

Please ensure that you are adequately compliant and, if appropriate, seek professional advice.

We assist you directly with this service in assessing your personal Independence exposure position relative to the SAMA/CMA Director requirements that you are mandated to comply with.

Are you serving on a KSA Board, a Director of an entity regulated under SAMA/CMA, the Company Secretary or the Chief Executive Officer or equivalent of your organisation? Perhaps an aspiring “new Director” seeking a Board seat?

Then this GRC Consulting Service is of interest to you personally and will benefit your Board.

We assist you directly with this Service in assessing:

Individual Directors – your Independence,

            The Board – those of your fellow directors,

thereby enabling, for the Board, the establishment of the Board’s:

  1. collective current Independence position,
  2. establishing the priority areas of strategic importance to the Board that require attention,
  3. an action plan to address shortfalls/make material improvements, and
  4. with the outcome of improving the Board’s capabilities and performance.

All founded on the more than twenty Director Independence requirements under SAMA / CMA regulations that you are mandated to comply with and provide a tailored Personal Plan to then take Action – to reduce your EXPOSURE / LIABILITY.

Simple to understand, Simple to implement and Simple to use.

Want to work with us?

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On-Page Menu Linking ...

For your convenience, we have structured the Directors Independence Assessment Service information on this page into the following major sections.

The headings are followed by an “On-Page Link” Button which when clicked, will navigate you directly to the selected section.

Why Your Interest? – As a Director or Board …

Why Your Interest? – Driving Market Forces …

Why Your Interest? – Our Solution to Solving the Problem …

Why Your Interest? – Why it Matters & Why it can be Costly …

Your Independence – How You can begin to Reduce Independence Exposure …

Director and Board Independence Assessment – The Kingdom of Saudi Arabia …

Director and Board Independence Assessment Service …

Independence Assessment Service – Director Level Reporting …

Independence Assessment Service – Board Level Reporting …

Independence Assessment Service – Value Overview, Next Steps and Process …

Why Your Interest? - Driving Market Forces ...

With the Saudi National Transformation 2020 and Vision 2030, there are understandably significant changes taking place both across the Kingdom and, importantly, legislatively, through the issue of news laws and regulations, such as the recent Professional Companies Law, and others surely to follow.

In seeking to attract Foreign Direct Investment (FDI) and new sophisticated new investors, stimulate local business and update and enhance the fabric of the Kingdom, the demands for enhanced oversight, internationally accepted norms, stricter and improved definitions, ethical and effective governance, and other drivers are contributing to increased pressures, one of which we are focusing upon here, namely ensuring the highest possible Director and Board Independence positioning, the pressure on which for Saudi Directors and their Boards is not expected to reduce, but to continue to increase over time.

It is therefore critical for Directors to:

  • re-evaluate your potential Independence exposures,
  • ascertain your potential Independence positions, and
  • actively plan and take the necessary action,
  • to be prudent, ensure Independence compliance, limit Independence exposure and potential liability,
  • stay out of harm’s way, and
  • above all, protect your and your Board’s Credibility, Integrity and Reputation by being above reproach on Independence.

This dedicated section aims to expand the Summary of our Services Section, to assist you, the SAMA / CMA Director make the right and sensible choice.

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Why Your Interest? - Our Solution to Solving the Problem ...

Our Director and Board Independence Assessment for the SAMA / CMA Regulated Market places has been

specifically designed to help you ascertain your compliance and reduce your Risk Exposure with SAMA/CMA requirements whilst focusing on improving performance,

and:

  • is directly and specifically tied to the SAMA / CMA Regulatory requirements (mandated compliance).
  • provided as a single program to achieve time efficiencies.
  • generates directly aligned corporate governance-specific actionable items to take specific and direct action on what matters and not waste effort.
  • provides individual Director and Board regulatory Independence Compliance Statements for signature/lodgment as organisational records.
  • provides real value for money and savings, with a multi-tiered service option to meet your Board’s agenda over the year.
  • helps improve corporate governance whilst reducing Independence Risk Exposure and, in so doing, helps improve performance.
  • helps safeguard your and your Board’s long-term Credibility, Integrity and Reputation, both locally in your marketplace and internationally.

As Corporate Governance Experts within the region, we know of no other directly relevant service offering that delivers direct, one to one, actionable Corporate Governance intelligence for Directors and the Board and its compliance with its mandatory KSA SAMA / CMA regulatory requirements.

Simple to understand, Simple to implement and Simple to use.

Want to work with us?

Please click the “Purchase Now” button opposite to Purchase this Service Offering.

Your Independence - Why it Matters & Why it can be Costly ...

To highlight: as a Director or as a Board, you have 2 main Fiduciary Duties, that arise because of your privileged position within the organisation:

  1. Duty of Loyalty – The duty of loyalty is a responsibility to act in the best interests of the organisation, even when that action may conflict with a personal interest.
  2. Duty of Care – The duty of care requires directors and officers to act with the care of an ordinarily prudent person in like circumstances.

Director Independence is a Fundamental Pillar to your ability to act.  

The above is simplistic, however, without transparently being and to be seen to be Independent, acting in the best interest, with due care, your/the Board’s and the organisation’s Credibility, Integrity and Reputations will be lost, and lost within a micro-second.

Therein lies the problem!!!

Our Service is designed to highlight the Regulated Corporate Governance Requirements that you as a Director and or Board, under SAMA/CMA are mandated to comply with.

We look at Evidence and Effectiveness, and in doing so, provide you with a Plan to then take Action.

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Your Independence - How You can begin to Reduce Independence Exposure ...

As a very brief summary:

1. We Distill the more than twenty Directors Mandatory SAMA/CMA Independence Corporate Governance Requirements.

2. We organise and provide these more than twenty Independence Compliance Exposures for assessment.

3. We base the Independence Assessment on the Criteria that you can base your Reduction Plan Actions on:.

Evident:

The degree to which your Contributions are plain, obvious, clearly seen, “in support of”.

Effective:

The degree to which your Contributions are successful in producing the desired results.

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Director and Board Independence Assessment
The Kingdom of Saudi Arabia

We have Challenged the Status Quo and Achieved Simplicity to directly benefit you.

We have thought differently, to solve one of the challenges facing KSA SAMA / CMA regulated Directors for long term benefit.

We are providing a Unique Tailor-made Solution that delivers a Director Independence Assessment DIRECTLY aligned to SAMA / CMA Regulations in beautiful simplicity.

Simple to understand, Simple to implement and Simple to use.

We are Boardroom Leadership Governance, Risk and Compliance Experts.

Want to work with us?

Are you Concerned? Exposed? Do not know where to start to address your Independence position?

 

Please don’t wait until it is too late and too expensive.

 

Act now and click on the link to receive the GRC Consulting

Director Independence Assessment Service

Reduce your Independence Risk and Liability Exposure now.

Sleep more peacefully, and without liability, because you took

the right action at the right time when no one was looking!!!

Click the link and let GRC Consulting help you reduce your exposure and liability.

 

Our Director Independence Assessment is designed to highlight the Regulated Independence Corporate Governance Requirements that you, as a Director, under SAMA/CMA, are mandated to comply with.

Key incentives and benefits are:

  • Directly and specifically tied to the SAMA / CMA Regulatory requirements (mandated compliance).
  • Quick digital delivery saves time, money, effort and reduces your liability with a Plan to Act.
  • Generates directly aligned Corporate Governance specific actionable items to reduce your exposure.
  • Tailored to you as an individual Director, letting you plan, take action and sleep at night.
  • Provides individual Director Corporate Governance regulatory compliance positioning.
  • Provides focused points and a documented guide for your actions.
  • Provides a road map for you to action your Independence Exposure Reduction Plan.
  • Provides real value for money.
  • A Service to Reduce your exposure to meet your Independence Compliance Needs.

As Corporate Governance Experts within the region, we know of no other directly relevant service offering that delivers direct, one to one, actionable Corporate Governance intelligence for Directors and your personal compliance with the mandatory KSA SAMA / CMA regulatory requirements.

Simple to understand, Simple to implement and Simple to use.

Want to work with us?

Please click the “Purchase Now” button opposite to Purchase this Service Offering.

Director and Board Independence Assessment Service ...

The following Section covers the GRC Consulting Director and Board Independence Assessment Service.

Please click on each of the “Toggle Indicators” or Overview Headings to display or close the relevant Sub-Sections:

Independence Assessment Service – Basis of Assessment …

We base the Independence Assessment on the criteria that you can base your Performance and follow up Development Plan actions on:

1. Evident:

The degree to which your Contributions are plain, obvious, clearly seen, tangible, “in support of”.

This is reflective of “work ethic/evidence“.

2. Effective:

The degree to which your Contributions are successful in producing the desired results.

This is reflective of “Performance”.

If you were in front of an Authority, being questioned, the focus of interest may be on:

What Evidence – is there to corroborate your position? – “work ethic/evidence”.

Focusing on Performance to become a “High Performing Board/Director”, the focus will be:

How Effective – were you, such that your claim/position is substantiated? – “Performance”.

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Independence Assessment Service – Our Service Offerings …

We offer this Service as follows:

1. To individual Directors as a single-tier service:

This is a standalone service to the individual Director and focuses through the assessment on providing help and guidance to the individual Director on:

  • The assessment results relative to SAMA/CMA Corporate Governance requirements.
  • Thereby highlighting areas of strength and those for improvement.
  • Provides a summary of positioning against the personal Director Independence requirements mandated by the Regulator.
  • Provides the scope for a personal development plan of action to improve performance, skills, knowledge and, therefore, competence.

2. To the Board, as a multi-tiered service to provide the Board with multiple options, collectively, with Individual Director Reporting as noted above:

As a collective group of Directors, the Board Service enables us to provide board-level and individual-level reporting. Additionally, we can track the Board’s consensus of positioning by monitoring where individuals scored in driving a “Board Average” and the standard deviation of these responses within the submissions.

The specific reporting in summary by Category, together with detailed individual item reporting, SAMA/CMA Corporate Governance Framework reporting, and others, is covered in the following sections.

As Corporate Governance Experts within the region, we know of no other directly relevant service offering that delivers direct, one to one, actionable Corporate Governance intelligence for Directors and the Board and its compliance with its mandatory KSA SAMA / CMA regulatory requirements.

Simple to understand, Simple to implement and Simple to use.

Want to work with us?

Please click the “Purchase Now” button opposite to Purchase this Service Offering.

How it Works – Tailoring the Governance Frameworks …

 

 

 

 

 

 

 

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Independence Assessment Service - Director Level Reporting ...

The following Section covers the GRC Consulting Director Independence Assessment Service – “Director Reports Provided“.

Please click on each of the “Toggle Indicators” or Overview Headings to display or close the relevant Sub-Sections:

Independence Assessment Service – Director Reports Provided …

We provide 4 levels of Reports for the Director Service Offering (“Director Reports Provided”):

  1. Category Reports:

The Category Reports take to account all Independence Items within a specific Category, which we reflect within an Independence Results Table, that includes individual Independence Assessment reporting item metrics and the Category’s total metrics.

Additionally, we reflect an associated Heat Map Graphic of all Independence Items within the Category.

2. Special Reports:

Special Reports reflect specific areas of focus, whether combining across Category/Sub-sections, to highlight business aspects, governing body, corporate governance, standards, management or other aspects of importance.

3. SAMA/CMA Reports:

These reports summarise at a line summary level the results in direct relation to their originating and respective SAMA/CMA Corporate Governance Framework reference, to enable correct identification of both the Independence item and its SAMA/CMA regulatory reference, and therefore results positioning and downstream work by SAMA/CMA regulatory reference.

4. Compliance Statement Reports:

These reports summarise those identified SAMA/CMA Personal Director Independence requirements mandated within the respective Corporate Governance Frameworks from each Regulator, for the Director’s signature, reflecting respective Director scorings.

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Director Reports Provided – Category Reports Illustration …

Category Reports and Category Results Graph Illustration.

The Category Reports take to account all Independence Items within the Category, which we reflect within an Independence Results Table, that includes individual Independence Assessment reporting item metrics and the Category’s total metrics.

Additionally, we reflect an associated Heat Map Graphic of all Independence Items within the Category, based upon Item “Total Score”.

The illustration, for an individual director, reflects separately the specific Category, which Category Report is produced across all Items.

The Table below reflects the specific Category in question, and its Header and Footer, in between which would be listed all of the respective Independence Category Items, by “Ref #”. In addition, the Table reflects the Basis of Voting results, by way of:

  • Evident
    • Evident Score
    • Evident Standard Deviation
  • Effective
    • Effective Score
    • Effective Standard Deviation
  • Total Score – Being the cumulative value of Evident and Effective scoring

The Footer reflects column-wise results and statistics/calculations, covering:

  • Total Score
  • Overall Average
  • Lowest Score
  • Highest Score

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Director Reports Provided – Special Reports Illustration – Top 10 …

Special Reports Illustration – Top 10 Improvements

Special Reports reflect specific areas of focus, whether combining across Category/Sub-Sections, to highlight business aspects, governing body, corporate governance, standards, management or other aspects of importance.

The illustration, for an individual director, reflects separately the Special Report Topic, laid out in a similar fashion.

The Table below reflects the Special Report in question, and its Header and Footer, in between which would be listed all of the respective Independence Category Items, by “Ref #”.

In addition, the Table reflects the Basis of Voting results, by way of:

  • Evident
    • Evident Score
    • Evident Standard Deviation
  • Effective
    • Effective Score
    • Effective Standard Deviation
  • Total Score – Being the cumulative value of Evident and Effective scoring

The Footer reflects column-wise results and statistics/calculations, covering:

  • Total Score
  • Overall Average
  • Lowest Score
  • Highest Score

As Corporate Governance Experts within the region, we know of no other directly relevant service offering that delivers direct, one to one, actionable Corporate Governance intelligence for Directors and your compliance with the mandatory KSA SAMA / CMA regulatory requirements.

Simple to understand, Simple to implement and Simple to use.

Want to work with us?

Please click the “Purchase Now” button opposite to Purchase this Service Offering.

Director Reports Provided – SAMA/CMA Reports Illustration …

SAMA/CMA Reports Illustration:

These reports summarise at a line summary level the results in direct relation to their originating and respective SAMA/CMA Corporate Governance Framework references, to enable correct identification of the Corporate Governance item by its SAMA/CMA regulatory reference, and therefore results positioning and downstream work by SAMA/CMA regulatory reference.

In these high-level “single Traffic-Light System” line reports, we illustrate under the respective column “Assessment Scorings”, the:

  • Para No’s – Corresponding to respective SAMA/CMA Corporate Governance Frameworks
  • Evident
    • Evident Score
    • Evident Standard Deviation
  • Effective
    • Effective Score
    • Effective Standard Deviation
  • Total Score – Being the cumulative value of Evident and Effective scoring

SAMA Governance Framework Assessment Compliance Map.

CMA Governance Framework Assessment Compliance Map.

The “Traffic-Light System” is colour-coded to show the respective basis of voting scoring and its related colour on the Heat Map Graphs for purposes of consistency and to aid visual evaluation of scoring results and outcomes, by SAMA/CMA regulatory reference.

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Director Reports Provided – Compliance Statement Report Illustration …

5. Compliance Statement Reports Illustration:

The Individual Director Independence Compliance Report, comprising:

Opposite:

  • The Category Report
  • The Category Graph
  • SAMA/CMA Reports

Below:

Compliance Statement Signature Section for the Individual Director

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Independence Assessment Service - Board Level Reporting ...

The following Section covers the GRC Consulting Board Independence Assessment Service – “Board Reports Provided“.

Please click on each of the “Toggle Indicators” or Overview Headings to display or close the relevant Sub-Sections:

Independence Assessment Service – Board Level Service Offerings …

The following graphic overview illustrates the 2 Service Levels offered by GRC Consulting through the Independence Assessment Service, addressing the SAMA/CMA regulated financial market within the Kingdom of Saudi Arabia:

Silver Service

  1. Online board assessment.
  2. Category Reports – Summary and Category Graph.
  3. Special Reports – Top 10 – Evident and Effective Independence Assessment items for Improvement.
  4. SAMA + CMA Reports – Governance Framework Independence Assessment Compliance Maps.
  5. Detailed Analysis Reports – for each Independence Item.
  6. Board Governance Compliance Statement and Reports for the Chairman’s signature/records.
  7. Individual Director Compliance Statement and Reports for the Individual Directors signature/records (as per the Director Service Level).

Gold Service

  1. Silver Service +
  2. Action Plan Reports.

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Board Reporting – Understanding the Differences …

Board Reporting differs from that of individual Directors, driven by the following Key factors:

Section and Factor

Driver Implication for Reporting

  1. Board of Directors

= Multiple Directors

Note:

1.C. and 1.D. are reflected in the “Detailed Analysis Report”, together with other detailed Corporate Governance Item information, which is only possible at a Board level. Please refer to the Section “Board Reports Provided” for a summary description.

1.A. Board Summaries. “Board Reports Provided

1.B. Individual Director Summaries. “Director Reports Provided

1.C. Record of Voting Spreads by Director on each Item.

1.D. Standard Deviation of Director Voting on each Item.

1.E. Board Compliance Sign-off by the Chairman of the Board and Individual Compliance Statements for each Director.

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Assessment Service – Board Reports Provided …

We provide 6 levels of Reports for the Board Service Offering (“Board Reports Provided”):

  1. Category Reports:

The Category Reports take to account all Independence Items within a specific Category, which we reflect within an Independence Results Table, that includes individual Independence Assessment reporting item metrics and the Category’s total metrics.

Additionally, we reflect an associated Heat Map Graphic of all Independence Items within the Category.

2. Special Reports:

Special Reports reflect specific areas of focus, whether combining across Category/Sub-sections, to highlight business aspects, governing body, corporate governance, standards, management or other aspects of importance.

3. SAMA/CMA Reports:

These reports summarise at a line summary level the results in direct relation to their originating and respective SAMA/CMA Corporate Governance Framework reference, to enable correct identification of both the Independence item and its SAMA/CMA regulatory reference, and therefore results positioning and downstream work by SAMA/CMA regulatory reference.

4. Detailed Analysis Reports:

These reports summarise at an individual Independence Item level, all details pertaining to that item, including separate Evident and Effective Voting Spreads and Standard Deviations, together with a summary comparison analysis of the rating of the individual Independence Item, relative to the Average Category Statistics, the Independence Item narrative and individual Heat Map Graph.

5. Compliance Statement Reports:

These reports summarise those identified SAMA/CMA Personal Director Independence requirements mandated within the respective Corporate Governance Frameworks from each Regulator, averaged across all Directors for the Board and Chairman’s signature, with the equivalent Directors Compliance Statement reflecting respective Director scorings for their individual signatures.

Note: The 1. Category; 2. Section; 3. Special; and 4. SAMA/CMA; Reports for the Board reflect: A. The Board’s name; B. The average scoring submissions of all participating Directors. Report illustrations are not replicated here but may be viewed under the “Directors Reports Provided” Section, with these differences in mind.

6. Action Plan Reports:

These reports summarise, for selected and agreed upon Independence Items, their summary headline metrics, together with the Action Plans Components developed to address each item, including assessment of: Item Options or Steps for Remediation; Improvement Cost Estimate; Improvement Effectiveness; Improvement Benefit Analysis; Responsibility for Implementation; Timetable for Implementation; Responsible for Monitoring; Control Priority; as a basis for taking appropriate action.

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Board Reports Provided – A Tabular Analysis Across Service Levels …

“Board” refers to aggregated and averaged information across all Board Directors.

“Director” refers to individual response information from an individual Director and reported as such.

The “Green Circled Tick” is indicative of the Report being provided on a primary basis under the respective headings. The “Green Circled + Sign” is indicative of an “additive” Report under the respective headings, having already been a primary inclusion in a lower-level Service Offering.

Report Description

Board

Director

1. Category Reports.

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2. Special Reports.

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3. SAMA/CMA Reports.

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4. Detailed Analysis  Reports.

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5. Compliance Statement  Reports.

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6. Action Plan  Reports.

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Board Reports Provided – Detailed Analysis Reports Illustration …

Detailed Analysis Reports

Detailed Analysis Report for each Independence item. Due to the volume of detail, only selected detail shown in the graphic opposite.

 

The Graphic below reflects the Sectional Descriptions / Components

As Corporate Governance Experts within the region, we know of no other directly relevant service offering that delivers direct, one to one, actionable Corporate Governance intelligence for the Board and its Directors and your compliance with the mandatory KSA SAMA / CMA regulatory requirements.

Simple to understand, Simple to implement and Simple to use.

Want to work with us?

Please click the “Purchase Now” button opposite to Purchase this Service Offering.

Board Reports Provided – Compliance Statement Reports Illustration …

In addition to the Board Illustration Reports below, each individual Director is also provided with their Compliance Statement Report for respective signature.

Compliance Statement Reports.

The Board Governance Assessment Report, comprising:

Opposite:

  • The Category Report
  • The Category Graph
  • SAMA/CMA Reports

Below:

Compliance Statement Signature Section for the Chairman of the Board.

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Board Reports Provided – Action Plan Reports Illustration …

Action Plan Reports

We will provide or agree with you a Template Format to gather Independence Action Planning data for the Top High Priority Independence Improvement Items and or recommend from our prior Reporting, or agree with you, which Independence Improvement Items you wish to Action Plan, for electronic delivery to individual, specified or identified groups of Directors as appropriate. All Directors will have significant latitude to be responsible but also to view fellow Directors Plans etc prior to this step’s completion. The illustration opposite is simply to demonstrate the likely fields and sections for data gathering through our electronic process.

As Corporate Governance Experts within the region, we know of no other directly relevant service offering that delivers direct, one to one, actionable Corporate Governance intelligence for the Board and its Directors and your compliance with the mandatory KSA SAMA / CMA regulatory requirements.

Simple to understand, Simple to implement and Simple to use.

Want to work with us?

Please click the “Purchase Now” button opposite to Purchase this Service Offering.

Independence Assessment Service
Value Overview, Next Steps and Process ...

The following Section covers the GRC Consulting – Independence Assessment Service Value Overview, Next Steps and Process.

Please click on each of the “Toggle Indicators” or Overview Headings to display or close the relevant Sub-Sections:

Your Benefits …

Saves Time

Saves Money

Saves Director Effort

Provides Focused Points

Guides Director Actions

Provides Exposure Reduction Plan

Meets Independence Compliance Needs

Simple to understand, Simple to implement and Simple to use.

Want to work with us?

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Our Expertise …

GRC Consulting understands your concern and importantly, your Independence liability exposure.

We are Boardroom Leadership Corporate Governance experts.

We have a perfect, tailor-made digital solution to assist you.

Delivered electronically, no fuss, no pain, maximum gain.

Delivered in beautiful simplicity.

Simple to understand, Simple to Implement, and Simple to use.

Itemised Reporting tailored to you individually.

Graphical analysis and “heat maps” of your assessment results, identifying your priority action items.

A defensible document to help you plan, act and stay out of Independence liability to exposure.

Provides you with a rated assessment of your exposure to the more than twenty identified personal Director Independence requirements

under the Corporate Governance Regulated frameworks of SAMA and CMA.

An excellent road map for you to incorporate into your Director Independence Liability Reduction Plan.

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Our Solution …

We are providing a Unique Tailor-made Solution that delivers a

Directors and Board Independence Assessment

DIRECTLY aligned to SAMA / CMA Corporate Governance Regulations.

Our Solution - Directors Liability Assessment - H2

Provides everything you need to show the Regulator

on your Director Corporate Governance Compliance.

Provided by Boardroom Leadership Governance, Risk and Compliance Experts.

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Your Next Steps …

We are providing a Unique Tailor-made Solution that delivers a

Director Independence Assessment

DIRECTLY aligned to SAMA / CMA Regulations

in beautiful simplicity.

Simple to understand, Simple to implement, and Simple to use.

We are Boardroom Leadership Governance, Risk and Compliance Experts.

Want to work with us?

Click on the website Link to have this service

or contact us on our contact points on the last page.

Talk soon.

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The Process – Director Independence Assessment Service …

As Corporate Governance Experts within the region, we know of no other directly relevant service offering that delivers direct, one to one, actionable Corporate Governance intelligence for Directors and your compliance with the mandatory KSA SAMA / CMA regulatory requirements.

Simple to understand, Simple to implement and Simple to use.

Want to work with us?

Please click the “Purchase Now” button opposite to Purchase this Service Offering.

The Process – Board Independence Assessment Service …