​The Capital Market Authority has taken measures in light of the significant impact of novel coronavirus (COVID-19) and is carefully monitoring the occurring developments; this comes in line with the CMA’s regulatory and supervisory role during these exceptional circumstances. These measure are in accordance with the preventive and precautionary measures recommended by the competent authorities in Saudi Arabia, as part of its continuous development of efforts to prevent further repercussions of COVID-19; and also in support of the financial institutions and the entities subject to its supervision under the current and exceptional circumstances and the accompanying effects.

Moreover, the Capital Market Authority continuous to supervise the capital market and is constantly reviewing all precautionary measures for its stability. The CMA is also taking additional measures to further support whom are subject to its supervision and enable it to conduct its business. The CMA is happy to communicate via the following link.

 Frequently Asked Questions:

1. Will the CMA take any further measures to deal with any precautionary measures taken by the government?

The Capital Market Authority confirms that it prioritizes the health of all the spectrum the investment community, including those working in the capital sector. Moreover, it  is continuously studying several precautionary measures to assist market participants in these unprecedented circumstances, which are in line with any precautionary measure taken by the government in order to ensure business continuity in the institutions under the CMA's supervision in addition to the markets and their stability.

2. Is the Capital Market Authority still offering its services under the current COVID-19 pandemic?

Yes, and the CMA has started to put in place all measures to ensure the continuity of its business and harnessed its electronic services for the participants in the capital market without the need to visit the CMA's premises.

3. Under the current circumstances, what is the significance of continuing trading in the stock market ?

The importance of the continuity of the stock market and its trading prevails in such situation. This is to test the pulse of the economy and its participants, in order to spot any abnormalities  and address them in a timely fashion. In addition, the business continuity would  enable all participants in the capital market to  trade without any challenges. This translates the CMA's role in facilitating leveraging and boosting investment of all participants in the capital market. In this context,  the Saudi Stock Exchange (Tadawul) reassured market's participants of its ability to access its operating systems and implement market operations at all times and enable market participants to do their business and investments as usual.

4. How are the clients treated when they visit the financial institution offices?

The CMA urges the financial institutions to continue educating their clients to use electronic channels for their safety. In addition, the CMA  closely  follow the instructions issued by the concerned authorities and comply with them in regard to setting a maximum number of clients to be served in their offices in a single tile slot, taking into consideration that there is sufficient physical distance between clients in the waiting areas, as well as between the financial institution employees and customers. Furthermore, The Capital Market Authority also highlights the importance to comply with the necessary precautionary measures set out by the Ministry of Health with regard to workers who come to workplaces, according to the preventive guide for the COVID-19 virus. The CMA also emphasizes that the authorized persons to have a check-point at the company's entrances to check customers' temperature, provide sterilizers and offer their staff all the necessary precautions.

5. If the client needs to open an investment account, does he/she needs to come in person  or to verify original documentation?

The CMA launched the Digital Empowerment Initiative to open investment accounts. This service allows the authorized persons to open investment accounts for their clients electronically without the need to visit the company, bearing in mind the necessity to comply with the relevant requirements stated in the Capital Market Law and its implementing regulations the Anti-Money Laundering Law, the Anti-Money Laundering Law,  Counter-Terrorism Financing Law  and all their implementing regulations.

6. Can an electronic signature be acceptable for the purposes of complying with the requirement to sign the investment account opening agreement stated in paragraph (b) of Article Three of the Investment Accounts Instructions?

Yes, the electronic signature - according to the Electronic Transactions Law - fulfills the requirement to sign the investment account opening agreement.

7. How do market institutions communicate with the CMA during the current circumstances?

The Capital Market Authority is keen to ensure business continuity. Therefore, it took into account the current circumstances in which it may be difficult to send hard copy documents. They may therefore send their documents to the Market Institutions Deputy email address (Market.Institutions@cma.org.sa) or to the e-mail of the  following departments as follows:

AML & CFT :

CMA-AML@cma.org.sa

Market Institutions Compliance :

Market.InsCompliance@cma.org.sa

Authorization :

authorisation@cma.org.sa

Market Surveillance & Analysis:

Surveillance@cma.org.sa

Inspection :

Inspection@cma.org.sa

Market Infrastructure Institutions Supervision :

MarketInfrastructure@cma.org.sa

8. How can the CMA's news and circulars issued during the current circumstances be viewed?

You may  view CMA's news and circulars regarding the current situation of COVID-19 via "The Capital Market Authority Measures in Light of COVID-19 Impacts" on its website, which is regularly updated.

9.    Are there any changes in the deadlines for publishing financial information?

Regarding the disclosure of the annual financial information ending on 31/12/2019, the CMA announced on 31/3/2020 that the suspension of trading in securities had not been applied for one trading session following the expiry of the statutory deadline for publishing the annual financial information. Those companies, which were unable to comply with the disclosure deadline, should be publishing their annual financial information before the end of Wednesday, 29/4/2020.

10.  Are there any deadline extension for publishing the next interim financial statements?

The CMA extended the publication deadline for the preliminary financial statements for some companies whose deadlines expire in April and May of 2020 as it extended the publication deadline for an additional period of (20) days over the period mentioned in the rules for offering securities and ongoing obligations. In addition, CMA revises the deadlines of the publication of initial financial statements for the forthcoming publication periods consecutively.

11.  Is it acceptable to use electronic signature by issuers to address communications to the CMA?

Yes, obtaining an electronic signature - according to the e-transactions law- meets this requirement.

12.  Are there any amendments to the deadline for disclosure of material events?

There is currently no change to the deadline for disclosure of material events.

 

13.  In the case of a material event where the company cannot announce it before the beginning of trading, what is the procedure followed?

In the case that a company cannot announce a material event, the company can contact Tadawul and request a temporary suspension of the share until disclosure.

 

14.  What is the procedure in case a company needs to request an extension of the deadline for publishing the financial results?

Under the current circumstances, the CMA is currently revising the publication deadlines for all companies. In case an extension is necessary, CMA will announce any extension as it previously extended the deadline for publishing the annual financial statements and the time limit for publishing the initial financial statements of some companies in the main market.

 

15.  Do companies affected by the measures taken by the state have to announce the financial impact even though the impact cannot clearly be defined?

The company must abide by the provisions of Article 62 and 63 of the rules for offering securities and ongoing obligations. If the financial impact cannot be determined, the company can indicate this in the announcement.

 

16.  The company has a technical problem and it is not possible to enter the Electronic Integration System. What is the procedure?

In the event that there is any technical problem with regard to the electronic Integration system, the company can send an email to the CMA and identify the problem, then the company will be contacted to address the problem and help the company to enter the system, postal address: info@cma.org.sa.

 

17.  Inquiries from shareholders are received regarding the company's condition and the impact of the measures taken by the government on the company. Are their inquiries answered?

The company must disclose to all shareholders, without discrimination, any material event,  complying  to the provisions of Article 62 and 63 of the Rules On the Offer  of securities and Continuing obligations.

 

18.  Will the deadline for disclosure of the Board of Directors report and electronic disclosure form No. (8) be extended for the listed companies?

On Thursday, 3/31/2020, the Capital Market Authority announced the extension of the statutory deadline for disclosure of the Board of Directors report to listed companies whose fiscal year ends on 31/12/2019, for an additional month, provided that listed companies submit their report before the end of Thursday, 30 / 04/2020, the deadline for submitting the electronic disclosure form No. (8) has also been extended for an additional month, provided that the listed companies submit the form before the end of Thursday, 04/30/2020.

 

19.  How do listed companies submit  the Board of Directors report and electronic disclosure form No. (8)?

The report of the Board of Directors is submitted to the Saudi Stock Exchange Company (Tadawul), while the electronic disclosure form No. (8) is submitted through the electronic Integration system between the Capital Market Authority and the listed companies.

 

20.  Will the CMA take the current circumstances into consideration if the listed companies do not comply with some of the regulatory requirements for the coming period?

The CMA studies and closely follows all current conditions with interest, and from this standpoint, the authority extended the terms of publication / provision of the authority to some of the statutory and regulatory requirements of the listed companies. The CMA also stresses the importance of activating the role of the board and committees in facing the current crisis and its impact on the business of listed companies. Likewise, adhering to all preventive measures issued by the Ministry of Health and activating all work mechanisms from a distance and modern technical means to ensure business continuity of listed companies and adherence to regulatory requirements. And if the company encounters obstacles to compliance due to the current circumstances, it can contact the CMA to address these obsticles.

 

21.  The company tried to submit the board of directors Report through the electronic Integration system, but it cannot be attached. Do they send a copy to the CMA?

The listed company will submit the electronic disclosure form No. (8) to the Capital Market Authority through the electronic Integration system, while the board of directors Report is submitted to the Saudi Stock Exchange (Tadawul).

 

22.  Given the current conditions, the attendance to the workplace of the listed companies is either legalized or prohibited, so how can the channels of communication with the shareholders be activated in this case?

The listed company evaluates its conditions internally and activates the communication channels with the shareholders remotely, in a manner that does not violate the statutory and regulatory requirements and circulars issued by the regulatory authorities, as well as the company's Bylaws, policies and internal controls.

23. In light of the current conditions, and if the listed company wishes to form temporarily a risk management committee, what are the procedures followed?

The listed company shall form its committees - including the risk management committee temporarily - according to its needs, the current circumstances and its conditions in a manner that enables it to perform its duties effectively in accordance with the statutory and regulatory provisions and circulars issued by the regulatory authorities, as well as the company's bylaws, internal policies and controls.

24. In light of the suspension of attendance of shareholders' assemblies for listed companies, will the quorum for participants in the assembly be reduced automatically, especially since the mechanism of the electronic voting may not be available to some shareholders?

Shareholders can register in Tadawulaty through the Tadawul website, and companies must abide by what is stated in the Companies Law and in their bylaws in regards to the quorum for the validity of the assembly meeting.

25. How will applications be submitted for assemblies?

Listed joint stock companies can submit requests for holding the assembly meetings through the electronic system of the assemblies.

26. Should the company and the president of the assembly appoint a secretary and vocal collectors (members of a screening committee) in light of the fact that the assembly is held by means of modern technology?

The company must adhere to appointing a secretary to the assembly and vocal collectors (members of the screening committee).

27. Will the deadline of holding the annual assembly meeting (held at least once a year during the six months after the end of the company's fiscal year) be extended for listed joint stock companies whose fiscal year ends at the end of 12/31 according to Article 87 of the Companies Law and Section B of the Corporate Governance Regulations?

The CMA announced on Monday, 16/03/2020, the suspension of holding in-person assembly meetings until further notice, and they are sufficient to be held through modern technology, which enables the shareholders to participate in its deliberations, where they can vote on the decisions of the shareholders assembly and examine the assembly's agenda in full detail and in sufficient time prior to the meeting in order to achieve the minimum levels of quorum necessary for the assembly to be held in accordance with the relevant laws and regulations.

28. Will the CMA take into consideration the current circumstances in the event that the major foreign shareholders are not able to vote automatically via the Tadawulaty platform provided by the Securities Depository Center Company (Edaa)? And in the current situation, what is the alternative way for major shareholders to appoint a person as a proxy, either a natural or legal person?

Major foreign shareholders can coordinate with members of the custody to carry out the electronic vote through the Tadawulaty platform provided by Edaa, and the shareholders can also view the shareholders guide for electronic voting here.

29. Will the CMA consider the decision of the board of directors of the listed joint stock companies that was announced on the website of the Saudi Stock Exchange (Tadawul) to distribute dividends to shareholders within 15 days, and given the current situation the company could not distribute dividends?

Listed joint stock companies must adhere to all the statutory and regulatory provisions and circulars issued by the relevant regulatory authorities, as well as the company's bylaws, internal policies and controls.

30.  Is reading the audit committee report and the report of the auditor a compulsory procedures during the annual assemblies through modern means?

Listed joint stock companies must adhere to all statutory provisions, regulations and circulars issued by the relevant regulatory authorities, as well as the company's articles of association, internal policies and controls.

 

 

31.  Why didn't all companies publish the impact of the precautionary government decisions to prevent the spread of the new Corona virus (COVID-19) on their business or financial results?

The CMA communicates with the listed companies and urges them to evaluate the impact of prudent government prudential decisions to prevent the spread of the new Corona virus (COVID-19) on its business or financial results, and to disclose to the CMA and the public the evaluation results in accordance with the stipulations of Article 62 and 63 of the rules on the offer of securities and continuing obligations, without prejudice to paragraph (b) of Article 61 of the same regulation.

 

32.  In the current circumstances, the listed companies may be involved in violations in circumstances outside their control, will this be taken into consideration when considering violations?

The CMA urges issuers  to communicate if they encounter any difficulties related to the disclosure of statutory requirements for reasons related to the precautionary measures announced by the state to limit the spread of the Corona virus emerging (COVID-19) before the violation occurs. Note that the CMA will take appropriate measures in accordance with the violation and its justifications, taking into account all related factors.

 

33.  With regard to the communication of the listed companies with the CMA or in the event of a desire for hardcopy/written communications, what are the current procedures at this time?

Based on the Capital Market Authority's keenness to continue the work, the CMA took into account the current circumstances in which hardcopy documentation may be difficult to send, and it is possible to send letters or communicate and inquires via e-mail to the CMA's Deputy for listed companies and investment products (PLC.Invest@cma.org.sa ) Or on the departments' email as follows:

Investment Products Development Department:

Invest.Development@cma.org.sa

Investment Products Issuance Department:

Invest.Issuance@cma.org.sa

Investment Products Compliance Department:

Invest.Compliance@cma.org.sa

Corporate Governance Department:

Corporate.Governance@cma.org.sa

Offering and M&A Department:

Offering.MA@cma.org.sa

Special Purposes Entities Department:

SPE@cma.org.sa

 

 

34.  Does the Department of Special Purpose still receive license applications to establish a special purpose facility under the current circumstances?

Yes, and applications for licensing to establish a special-purpose entities can be received through the administration's e-mail, and licensing forms for establishing a special-purpose entities can be found through the link

35.  Is it possible to hold the meetings of the owners of mutual funds units through modern technology?

Yes, it is permissible to hold the meetings of the owners of the mutual funds units through the modern technology that enables the owners of the units to participate in its deliberations and vote on its decisions, and according to the regulations and policies mentioned in the regulations and instructions organizing the work of the investment funds in addition to the terms and conditions of the fund.

Corona Virus Awareness Guide:

Through this page, the Ministry of Health seeks to spread full awareness regarding the COVID-19: LINK