Does paragraph (a) of Article (57) of the Implementing Regulation of the Companies Law for Listed Joint Stock Companies apply to government entities that delegate their representatives to attend the General Assembly?
In accordance with CMA Board's resolution issued on (23/11/2017), this paragraph shall not apply to government entities.
Is the capital market institution when opening an investment account for a non-resident foreign investor, or relying on a third party for opening an investment account for a non-resident foreign investor, required to obtain copies of identifications of th
As per the CMA Board resolution issued in this regard, the Authorised Person (AP) when opening an investment account for a QFI is not required to obtain copies of the identification of the QFI's owners, managers, authorized signatories and persons authorized to manage the account, without prejudice to the AP's obligation to identify and verify their identity using reliable, independent source documents, data or information in accordance with the related laws, regulations and instructions. This includes cases in which the AP rely on a third party for opening an investment account for a QFI, without prejudice to the AP's obligation to take adequate steps to ensure that copies of identification documents and other relevant documentation relating to the CDD requirements will be made available from the third party promptly upon request in accordance with the related laws, regulations and instructions.
Is it permissible to add an item in the agenda of the ordinary general assembly of the company which includes the delegation by the ordinary general assembly of its authorisation power referred to in paragraph (1) of Article (27) of the Companies Law to t
The Authority shall take no action in the event that the request to convene an Assembly includes an item to delegate the referred authorisation power of the Ordinary General Assembly, provided that such procedure is in accordance with the following conditions:
1) The duration of the authorisation shall be for a maximum of one year from the date of the General Assembly's approval to the delegation, or until the end of the current term of the Board of Directors of the Company, whichever is earlier.
2) The delegation shall not include the power to authorise the consultancy businesses and contracts which are provided to the company by a member of the board – pursuant to a professional license - in accordance with Article (3) of the Regulatory Rules and Procedures issued pursuant to the Companies Law relating to Listed Joint Stock Companies.
3) The delegation shall not exempt the company from disclosing related parties transactions in the relevant laws, regulations and instructions.
4) Members of the board of directors shall be prohibited from voting on the items of delegation and revoking the delegation in the General Assembly.
Without prejudice to the shareholder's right to recourse to the company and its board of directors if he/she considers that such delegation is being used in matters not in the interest of the company. Additionally, a number of shareholders whom their ownership represent 5% of the company's capital, have the right to add an item related to delegation revocation in the agenda of the Assembly meeting when preparing it, or submit a request to the board of directors to convene the Ordinary General Assembly to vote on the revocation of such delegation.
FAQs for Implementing Regulations
When shall the capital market institution incur the capital requirements for settlement risks in relation to the purchase or sale of shares?
Shall the Authorised Person calculate the exposures in relation to the purchase or sale of shares that arise in the settlement period as part of the large exposures?
To fulfill the requirements of subparagraph (3) of paragraph (d) of Article (52) of the Corporate Governance Regulations, what is the responsibility of the Company's Audit Committee in relation to reviewing contracts and transactions proposed to be conduc
Is a legal person incorporated under the Saudi Companies Law and owned by Saudi and foreign investors and licensed by Saudi Arabian General Investment Authority (SAGIA) subject to the Rules?
Can the foreign investor own a percentage that exceed 10% through his QFI account and his ultimate beneficiary swap account within the first twelve months after the opening of a QFI account while retaining an ultimate beneficiary swap account?
