Corporate Governance Regulations

Issued by Board of the Capital Market Authority Resolution Number (8-16-2017) dated 13/2/2017G under the Companies Law (Royal Decree M/3), amended by Resolution 3-45-2018 dated 23/4/2018G, and mandatory except where an article is marked guiding. Article 33(b) requires a differing opinion to be recorded "in detail" in the minutes and Article 33(a) requires the unresolved remark plus the procedures the board will take about it; Article 23 mandates a written delegation policy with a powers matrix and stated duration plus a reserved matters schedule; Article 21(b) bans open-ended delegation and Article 24(d) states that "no person shall have the sole and absolute power to take decisions in the Company". Article 20(c)(10) caps independent tenure at nine cumulative years, mandatory from the first board term after 1 January 2019, with a SAR 200,000 or 50 per cent ceiling on non-board fees.