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Announcement of the Publication of the Authorisation Framework referred to in Article 71 and Article 72 of the Companies Law and the Amendment of the Regulatory Rules and Procedures Issued Pursuant to the Companies Law for Public Consultation

​In continuance to the Capital Market Authority's role in regulating and developing the capital market, and based on the Companies Law issued by the Royal Decree Number ( M\3) dated 28/01/1437H, the CMA Board has issued its Resolution to publish the following:


1) The authorisation framework for permitting a board member to have direct or indirect interest in the business and contracts that are executed for the company's account;

2) The authorisation framework for permitting a board member to take part in any activities that may lead to competition with the company, or competition in any of its activities, by amending Article (46) of the Corporate Governance Regulations; and

3) The amendments to the Regulatory Rules and Procedures Issued Pursuant to the Companies Law Relating to Listed Joint Stock Companies.

for public consultation for a period of (30) calendar days ending by 19/12/2018G.


The amendments came in line with the amendments made to the Companies Law under Royal Decree Number (M/79) dated 25/7/2018G where the amendments to the Companies Law enabled the competent authorities to provide an authorisation framework for the businesses and contracts in which a board member has interest. Beside the authorisation framework over the participation of a board member in any business that may compete with the company or the competition in any of its activities. Thus, the CMA from its side prepared the necessary regulating frameworks.

In addition to that, some amendments have been made to the Regulatory Rules and Procedures Issued Pursuant to the Companies Law Relating to Listed Joint Stock Companies, as shown through the link below Subsequently.

The CMA, with full gratitude, would like to receive the opinions and comments of relevant and interested persons, through any of the following channels:

• Email (Laws.Regulations@cma.org.sa);

• Fax number (+966114906460); or

• Mail address (P.O. Box 87171 Riyadh 11642, Legal Affairs& Enforcement Deputy).

All comments will be taken into full consideration for the purpose of finalizing the drafts.

All proposed amendments can be viewed via the following links:

The Proposed Amendments to the Regulatory Rules and Procedures Issued Pursuant to the Companies Law Relating to Listed Joint Stock Companies
The Proposed Amendment to the Corporate Governance Regulations

Authorisation Mechanism for Business and Contracts in which a Board Member has a Direct or Indirect Interest