Corporate Governance Regulations in the Kingdom of Saudi Arabia

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CAPITAL MARKET AUTHORITY

CORPORATE GOVERNANCE REGULATIONS IN THE KINGDOM OF SAUDI ARABIA

Issued by the Board of Capital Market Authority Pursuant to Resolution No. 1/212/2006 dated 21/10/1427AH (corresponding to 12/11/2006) based on the Capital Market Law issued by Royal Decree No. M/30 dated 2/6/1424AH Amended by Resolution of the Board of the Capital Market Authority Number 1-10-2010 Dated 30/3/1431H corresponding to 16/3/2010G

English Translation of the Official Arabic Text

Arabic is the official language of the Capital Market Authority

The current version of these Rules, as may be amended, can be found aton the CMA website: www.cma.org.sa

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CONTENTS Part 1: Preliminary Provisions
Article 1. Preamble Article 2. Definitions

Part 2: Rights of Shareholders and the General Assembly
Article 3. General Rights of Shareholders Article 4. Facilitation of Shareholders’ Exercise of Rights and Access to

Information Article 5. Shareholders Rights related to the General Assembly Article 6. Voting Rights Article 7. Dividends Rights of Shareholders Part 3: Disclosure and Transparency Article 8. Policies and Procedures related to Disclosure Article 9. Disclosure in the Board of Directors’ Report

Part 4: Board of Directors
Article 10. Main Functions of the Board Article 11. Responsibilities of the Board Article 12. Formation of the Board Article 13. Committees of the Board Article 14. Audit Committee Article 15. Nomination and Remuneration Committee Article 16. Meetings of the Board Article 17. Remuneration and Indemnification of Board Members Article 18. Conflict of Interest within the Board

Part 5: Closing Provisions
Article 19. Publication and Entry into Force

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PART 1 PRELIMINARY PROVISIONS Article 1: Preamble a) These Regulations include the rules and standards that regulate the management of joint stock companies listed in the Exchange to ensure their compliance with the best governance practices that would ensure the protection of shareholders’ rights as well as the rights of stakeholders. b) These Regulations constitute the guiding principles for all companies listed in the Exchange unless any other regulations, rules or resolutions of the Board of the Authority provide for the binding effect of some of the provisions herein contained. c) As an exception of paragraph (b) of this article, a company must disclose in the Board of Directors` report, the provisions that have been implemented and the provisions that have not been implemented as well as the reasons for not implementing them.

Article 2: Definitions a) Expression and terms in these regulations have the meanings they bear in the Capital Market Law and in the glossary of defined terms used in the regulations and the rules of the Capital Market Authority unless otherwise stated in these regulations. b) For the purpose of implementing these regulations, the following expressions and terms shall have the meaning they bear as follows unless the contrary intention appears: Independent Member: A member of the Board of Directors who enjoys complete independence. By way of example, the following shall constitute an infringement of such independence: 1. he/she holds a five per cent or more of the issued shares of the company or any of its group. 2. Being a representative of a legal person that holds a five per cent or more of the issued shares of the company or any of its group. 3

3. he/she, during the preceding two years, has been a senior executive of the company or of any other company within that company’s group. 4. he/she is a first-degree relative of any board member of the company or of any other company within that company’s group. 5. he/she is first-degree relative of any of senior executives of the company or of any other company within that company’s group. 6. he/she is a board member of any company within the group of the company which he is nominated to be a member of its board. 7. If he/she, during the preceding two...
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