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  • Finance Sector

    • Definitions and Scope of Applicability

      A glossary of terms and definitions will be developed at a later stage.
    • Licensing Provisions

      • Types of Licenses

        1. "Joint stock" finance companies that are licensed to engage in one or more of the following financing activities.

        • Real estate finance
        • Microfinance
        • Production asset finance
        • Consumer Microfinance activity
        • Small and medium enterprise finance
        • Consumer Microfinance activity, using financial technology
        • Finance lease
        • Refinance
        • Credit card finance
        • Debt-Based Crowdfunding
        • Consumer finance
        • Any other finance activity approved by SAMA

         

        2. Companies that carry out finance support activities.

        • Debt collection for banks and finance companies
        • Finance Aggregator service

         

        3. Companies that carry out the activity of registering financial lease contracts.

      • Licensing Guidelines

        • Licensing Guidelines for Consumer Microfinance Activity

          Status: In-Force
          • II. License Application Instructions for Consumer Microfinance

            1.The license application must not be modified in any way. The license application and a copy thereof must be submitted by the founders or their duly authorized representative.
             
            2.The forms and documents listed in the license application must be submitted in hard or soft copies, as specified in the checklist.
             
            3.The terms and phrases mentioned in the license application shall have the same meanings stated in the Finance Companies Control Law and its Implementing Regulations and the Rules Regulating Consumer Microfinance Companies. The term "Applicant" shall mean the founders or shareholders of the company applying to obtain SAMA's approval to complete the incorporation procedures and obtain a license to practice consumer microfinance activity.
             
            4.The applicant must ensure that the information provided in the license application is valid, accurate, comprehensive, and complete. Providing SAMA with false information or omitting material information that should have been disclosed for licensing purposes shall be deemed a violation of the Finance Companies Control Law, in particular Article 7 thereof, and may lead to the rejection of the license application or cancellation of the license.
             
            5.The license application can be submitted to the following e-mail: (LICFCC@SAMA.GOV.SA).
             
          • III. Required Documents

            The forms and documents specified in the checklist in the license application may be submitted in hard copies or using a USB flash drive containing identical electronic copies, as stated in Section IV below. The forms and documents may also be submitted electronically through the e-mail provided in Section II above. The original documents must be presented upon request.

          • IV. Documents Required to be Attached to the License Application

            1.License application letter (hard or soft copy).
             
            2.SAMA's license application form, after completing all sections (soft copy).
             
            3.A copy of the company's draft memorandum of association and the articles of association, if any (soft copy).
             
            4.A list of founding members or shareholders/partners, the shares they own in the company, and their percentage.
             
            5.The organizational structure including all necessary departments and functions with their mandates (soft copy).
             
            6.The economic feasibility study and the business plan per the details specified in the license application (soft copy).
             
            7.SAMA's Fit and Proper Form for each founding member after being completed, signed by each founding member and approved by the person authorized to submit the license application (hard or soft copy).
             
            8.SAMA's Fit and Proper Form for each candidate for membership in the board of directors and its sub-committees after being completed and signed by the candidate and approved by the person authorized to submit the license application (hard or soft copy).
             
            9.An irrevocable bank guarantee equal to the minimum capital of the activity to be licensed issued by any local bank for SAMA and automatically renewed until the capital is paid in full.
             
            10.As an exception to Paragraph (9) of this Section, the bank guarantee provided to companies that practice the activity only through financial technology must be equivalent to 20% of the minimum capital of the activity, provided that the minimum capital is paid before obtaining the final license.
             
            11.Draft agreements and contracts proposed with third parties, especially agreements and contracts with related parties and external service providers (soft copy).
             
          • V. Licensing Procedures

            1.The license applicant must complete the license application as described in Sections III and IV above and submit the application to SAMA along with all the attachments listed in the application's checklist.
             
            2.SAMA will notify the license applicant, in writing, of the completion of their application upon fulfilling all the requirements stipulated in the Finance Company Control Law and its Implementing Regulations.
             
            3.After completion of the application, SAMA will notify the applicant, in writing, of its initial approval or reasoned rejection within 30 business days. SAMA's initial approval must not be considered a license or permission to practice the activity.
             
            4.The application is referred to the Ministry of Commerce to finalize the procedures for establishing the company and registering it in accordance with the Companies Law. The company must provide SAMA with the following: a. a copy of the commercial register indicating the activity licensed according to SAMA's initial approval (within six months from the initial approval date). b. a copy of the memorandum of association and the articles of association after the company's establishment. c. proof of full payment of the capital and any additional initial funding indicated in the business plan. d. proof that all necessary steps to start practicing the activity have been taken, such as recruiting human resources and procuring systems and equipment.
             
            5.The company must provide SAMA with proof that the company has obtained the Legal Entity Identifier (LEI) from the Saudi Operating Unit accredited by the Global Legal Entity Identifier Foundation (GLEIF).
             
            6.SAMA's staff will visit the company's premises, meet the executives, and review the regulations, procedures and records to verify that the regulatory requirements are met and that the company is ready to practice the activity.
             
            7.SAMA will issue a decision to grant the license after the company fulfills the requirements mentioned in this Section's Paragraphs (4) and (5).
             
        • Licensing Requirements for Debt-Based Crowdfunding Activity

          Status: In-Force
          • Guidelines for Applying for a License to Practice Finance Support Activities

            Status: In-Force
            • I. Introduction

              The Rules of Licensing Finance Support Activities set forth the provisions for licensing finance support activities. SAMA has produced the forms for license application and published them on its website, which can be accessed through the link:

              Finance (sama.gov.sa)

            • II. Instructions for Applying for a License to Practice Finance Support Activities

              1. The license application form must not be modified in any way. The license application and a copy must be submitted by the founders or their duly authorized representatives.
              2. The required forms and documents stated in the license application form must be submitted in paper or electronic format, as the checklist indicates.
              3. The terms and phrases mentioned in the license application form must have the same meanings stated in the Rules of Licensing Finance Support Activities. The term "applicant" must mean the founders or representatives of the company applying to obtain the approval of SAMA to complete the incorporation procedures and obtain a license to practice finance support activities.
              4. The applicant must ensure that the information provided is valid, accurate, comprehensive, and complete. Providing SAMA with false information or failing to disclose material information that should have been disclosed for licensing purposes is considered a violation of the Rules of Licensing Finance Support Activities and may result in the rejection or cancelation of the application.
              5. The license application and any inquiries about it can be submitted to the following e-mail: LICFCC@SAMA.GOV.SA
            • III. Required Documents

              The forms and documents specified in the checklist in the license application form may be submitted in paper or using a USB flash drive containing identical electronic copies, as stated in Section IV below. The forms and documents may also be submitted electronically through the e-mail specified in Section II above. The original documents must be presented upon request.

            • IV. Documents Required to be Attached to the License Application

              1. License application letter (soft or hard copy).
              2. License application form, as approved by SAMA, after completing all sections (soft copy).
              3. A copy of the memorandum of association and the articles of association -if any- (soft copy).
              4. A list of founding members or shareholders/partners, the shares they own in the company, and their percentage.
              5. The organizational structure including all necessary departments and functions with their mandates (soft copy).
              6. Fit and Proper Form approved by SAMA for each founding member after being completed, signed by each founding member, and approved by the person authorized to submit the license application (soft or hard copy).
              7. Fit and Proper Form approved by SAMA for each candidate for membership in the board of directors after being completed and signed by the candidate and approved by the person authorized to submit the license application (soft or hard copy).
              8. A feasibility study identifying the targeted market, the services to be offered, the company's business model and strategy, and the three-year business plan.
              9. An irrevocable bank guarantee equal to the minimum capital of the activity issued by any local bank for SAMA and automatically renewed until the capital is paid in full.
              10. As an exception to Paragraph (9) of this Section, the bank guarantee provided to companies that practice the activity only through financial technology must be equivalent to 20% of the minimum capital of the activity, provided that the minimum capital is paid before obtaining the final license.
              11. Draft agreements and contracts proposed with third parties, especially agreements and contracts with related parties and external service providers (soft copy).
            • V. Licensing Procedures

              1. The applicant must complete the license application form according to Sections III and IV above and submit it to SAMA along with the documents specified in the application form's checklist.
              2. SAMA will notify the applicant -in writing- of their application completion upon fulfilling all the requirements set forth in the Rules of Licensing Finance Support Activities.
              3. After completion of the application, SAMA will notify the applicant -in writing- of its initial approval or reasoned rejection within 30 business days. SAMA's initial approval must not be considered a license or authorization to practice the activity.
              4. The application will be referred to the Ministry of Commerce to finalize the procedures for establishing the company and registering it in accordance with the Companies Law. The company must provide SAMA with a copy of the commercial register indicating the activities licensed according to SAMA's initial approval (within six months from the initial approval date). Moreover, the company must provide a copy of the memorandum of association and the articles of association -if any-following the establishment. It shall also present proof of full payment of the capital and any additional initial funding indicated in the business plan, in addition to taking all necessary steps to start practicing the activity, such as recruiting human resources and procuring systems and equipment.
              5. The company must provide SAMA with proof that the company has obtained the Legal Entity Identifier (LEI) from the Saudi Operating Unit accredited by the Global Legal Entity Identifier Foundation (GLEIF).
              6. SAMA specialists will visit the company's premises, meet its executives, and review the regulations, procedures and records to verify that the regulatory requirements are met and that the company is ready to practice the activity.
              7. SAMA will issue a decision to grant the license after the company fulfills the requirements mentioned in this Section's Paragraphs (4) and (5).
            • II. License Application Instructions for Debt-Based Crowdfunding

              1.The license application must not be modified in any way. The license application and a copy thereof must be submitted by the founders or their duly authorized representative.
               
              2.The forms and documents listed in the license application must be submitted in hard or soft copies, as specified in the checklist.
               
              3.The terms and phrases mentioned in the license application shall have the same meanings stated in the Finance Companies Control Law and the Rules for Engaging in Debt-Based Crowdfunding. The term "Applicant" shall mean the founders or shareholders of the company applying to obtain SAMA's approval to complete the incorporation procedures and obtain a license to practice debt-based crowdfunding activity.
               
              4.The applicant must ensure that the information provided in the license application is valid, accurate, comprehensive, and complete. Providing SAMA with false information or omitting material information that should have been disclosed for licensing purposes shall be deemed a violation of the Finance Companies Control Law, in particular Article 7 thereof, and may lead to the rejection of the license application or cancellation of the license.
               
              5.The license application and inquiries can be submitted through the following e-mail: (LICFCC@SAMA.GOV.SA).
               
            • III. Required Documents

              The forms and documents specified in the checklist in the license application may be submitted in hard copies or using a USB flash drive containing identical electronic copies, as stated in Section IV below. The forms and documents may also be submitted electronically through the e-mail provided in Section II above. The original documents must be presented upon request.

            • IV. Documents Required to be Attached to the License Application

              1.License application letter (hard or soft copy).
               
              2.SAMA's license application form, after completing all sections (soft copy).
               
              3.A copy of the company's memorandum of association and articles of association, and a copy of the existing company's commercial register, memorandum of association, and articles of association, if any (soft copy).
               
              4.A list of founding members or shareholders/partners, the shares they own in the company, and their percentage.
               
              5.The organizational structure including all necessary departments and functions with their mandates (soft copy).
               
              6.SAMA's Fit and Proper Form for each founding member after being completed, signed by each founding member and approved by the person authorized to submit the license application (hard or soft copy).
               
              7.SAMA's Fit and Proper Form for each candidate for membership in the board of directors and its sub-committees after being completed and signed by the candidate and approved by the person authorized to submit the license application (hard or soft copy).
               
              8.Economic feasibility study and business plan, according to the details specified in the license application.
               
              9.An irrevocable bank guarantee for an amount equivalent to the minimum capital for the activity to be licensed, issued in favor of SAMA by a local bank and automatically renewed until the capital is paid in full.
               
              10.As an exception to Paragraph (9) of this Section, the bank guarantee provided to companies that practice the activity only through financial technology must be equivalent to 20% of the minimum capital of the activity, provided that the minimum capital is paid before obtaining the final license.
               
              11.Draft agreements and contracts proposed with third parties, especially agreements and contracts with related parties and external service providers (soft copy).
               
            • V. Licensing Procedures

              1.The license applicant must complete the license application as described in Sections III and IV above and submit the application to SAMA along with all the attachments listed in the application's checklist.
               
              2.SAMA will notify the license applicant, in writing, of the completion of their application upon fulfilling all the requirements stipulated in the Rules of Licensing Finance Support Activities.
               
              3.After completion of the application, SAMA will notify the applicant, in writing, of its initial approval or reasoned rejection within 60 business days from the application completion notification. SAMA's initial approval must not be considered a license or permission to practice the activity.
               
              4.The application will be referred to the Ministry of Commerce to complete the company incorporation and registration procedures in accordance with the Companies Law or to complete the regularization procedures for the existing company. The company must provide SAMA with the following: a. a copy of the commercial register, the memorandum of association, and the articles of association after the company's establishment or regularization. b. proof of full payment of the capital and any additional initial funding indicated in the business plan. c. proof that all necessary steps to start practicing the activity have been taken, such as recruiting human resources and procuring systems and equipment.
               
              5.The company must provide SAMA with proof that the company has obtained the Legal Entity Identifier (LEI) from the Saudi Operating Unit accredited by the Global Legal Entity Identifier Foundation (GLEIF).
               
              6.SAMA's staff will visit the company's premises, meet the executives, and review the regulations, procedures and records to verify that the regulatory requirements are met and that the company is ready to practice the activity.
               
              7.SAMA will issue a decision to grant the license after the company fulfills the requirements mentioned in this Section's Paragraphs (4) and (5).
               
          • Guidelines for Applying for a License to Practice (BNPL) Activity

            Date(g): 24/1/2024 | Date(h): 14/7/1445Status: In-Force

            Translated Document

            • Second: Instructions for Applying for a License to Practice Deferred Payment Activities

              1. The license application form may not be modified in any way. The license application form must be submitted by the founders or their authorized representative under a certified authorization with a copy attached.
              2. The forms and documents specified in the license application must be submitted in electronic copies as shown in the list.
              3. The terms and expressions used in the license application form shall have the meanings defined in the Finance Companies Control Law and the Rules for Regulating Buy-Now-Pay-Later (BNPL) Companies. The term "applicant" refers to the founders or shareholders of the company applying for SAMA's approval to complete the establishment and licensing procedures to engage in deferred payment activities.
              4. The applicant must ensure the accuracy, completeness, and thoroughness of the information provided in the license application. Providing false information or omitting material disclosures that should have been made for licensing purposes constitutes a violation of the provisions of the Finance Companies Control Law and Article (7) thereof, and may result in the rejection or cancellation of the license application.
              5. Applications for licensing and inquiries can be submitted via email.
            • Third: Required Documents

              The forms and documents specified in the checklist of the license application must be submitted electronically via the email provided in Section Two above, along with a commitment to provide the original documents upon request.

            • Fourth: Documents Required to be Attached to the License Application

              1. Letter of application for a license to Practice (BNPL) Activity (electronically).
              2. license application form, as approved by SAMA, after completing all sections shown in the form (electronically).
              3. A copy of the memorandum of association and the articles of association -if any- (electronically), and a copy of the commercial register and the memorandum of association and the articles of association (if applicable) for the existing company (electronically).
              4. The organizational structure including all necessary departments and functions and the main tasks of each of them (electronically).
              5. Fit and Proper Form approved by SAMA for each founder after being completed and signed by the founder, and approved by the person authorized to submit the license application (electronically).
              6. Fit and Proper Form approved by SAMA for each candidate for membership in the board of directors and subcommittees after being completed and signed by the candidate and approved by the person authorized to submit the license application (electronically).
              7. Economic feasibility study and business plan, according to the details specified in the license application form.
              8. An irrevocable bank guarantee in an amount equivalent to 20% of the minimum capital for the activity to be licensed, by any local bank for SAMA, which is automatically renewed until the full capital is paid (electronic copy with a commitment to provide the original bank guarantee letter upon request).
            • Fifth: Licensing Procedures

              1. The license applicant must complete the specific license application form as outlined in sections Three and Four above, and submit it to SAMA along with all attachments specified in the checklist in the license application form.
              2. SAMA will notify the license applicant in writing of the completion of their application after fulfilling all the requirements stipulated in the Rules for Regulating Buy-Now-Pay-Later (BNPL) Companies.
              3. SAMA will inform the license applicant in writing—after the application is complete—of the preliminary approval or reasoned rejection within (60) working days from the date they are notified of the completion of their application. The preliminary approval from SAMA does not constitute a grant of the license or permission to engage in the activity.
              4. The application will be referred to the Ministry of Commerce to complete the company's establishment procedures and registration according to the Companies Law, or to complete the procedures for regularizing the status of an existing company. The company must provide SAMA with a copy of the commercial register, the Articles of Incorporation, and its bylaws after its establishment or regularization, along with proof of full capital payment and any additional initial funding outlined in the business plan, and take all necessary measures to start the activity, such as providing the necessary human resources, systems, and equipment.
              5. The company must provide SAMA with confirmation of obtaining a legal entity identifier from the Saudi operating unit accredited by the central registration unit (GLEIF) for the Legal Entity Identifier (LEI) system.
              6. Specialists in SAMA will visit the company's headquarters, meet with its officials, and review the systems, procedures, and records to verify compliance with regulatory requirements and the company's readiness to engage in the activity.
              7. SAMA will issue a decision to grant the license after the company has completed the requirements outlined in paragraphs (4) and (5) of this section.
          • Guidelines for Applying for License to Practice Finance Activities and Finance Support Activities

            Status: In-Force

            Translated Document

            • Second: Instructions for Applying for a License to Conduct Financing Activities and Refinancing Operations

              1. It is prohibited to modify the license application form in any way. The license application form must be submitted by the founders or their authorized representatives, accompanied by a certified authorization copy.
              2.  The forms and documents specified in the license application must be submitted in either paper or electronic copies as indicated in the list. 
              3. The terms and phrases in the license application form shall have the meanings specified in the Finance Companies Control Law and its Implementing rules.

                The term "Applicant" refers to the founders or shareholders of the company seeking the Central Bank's approval to complete the establishment and licensing procedures for conducting financing activities and refinancing operations. 

              4. The applicant must ensure the accuracy, precision, comprehensiveness, and completeness of the information provided in the license application. Providing false information to the Central Bank or omitting to disclose essential information that should have been disclosed for licensing purposes is a violation of the provisions of the Regulation on Monitoring Finance Companies and Article 7 thereof, which may lead to the rejection or cancellation of the license application.
              5. Applications for licensing and inquiries regarding license requests can be submitted via email at (LICFCC@SAMA.GOV.SA).
            • Third: Required Documents

               

              The forms and documents specified in the checklist of the license application must be submitted in paper format along with a USB storage device containing an electronic copy that matches the paper version, as outlined in clause four below. Alternatively, they may be submitted electronically via the email mentioned in clause two above, with a commitment to provide the original documents upon request.

            • Fourth: Documents to be Attached with the License Application

              1.  A letter requesting to apply for a license to conduct financing activities (in paper or electronic format).
              2.  The License Application Form approved by the Central Bank, completed according to the sections outlined in the form (electronically).
              3.  A copy of the draft incorporation contract and the draft company bylaws (electronically).
              4.  A description of the organizational structure, including all necessary departments and functions along with their primary tasks (electronically).
              5.  The Fit and Proper form from the Central Bank for each founder, completed, signed by the founder, and certified by the authorized person submitting the license application (in paper and electronic formats).
              6.  The approved suitability requirement form from the Central Bank for each candidate for the Board of Directors and subcommittees, completed, signed by the candidate, and certified by the authorized person submitting the license application (in paper and electronic formats).
              7.  A detailed economic feasibility study and business plan, according to the specifics outlined in the license application form.
              8.  An irrevocable bank guarantee equivalent to the minimum capital requirement for the proposed licensed activity, issued in favor of the Central Bank by a local bank, automatically renewed until the full capital is paid (in paper or an electronic copy with a commitment to provide the original bank guarantee letter upon request).
              9.  Proposed drafts of agreements and contracts with third parties, especially agreements and contracts with related parties and external service providers (electronically).
            • Fifth: Licensing Procedures

               

              1.The license applicant must complete the specific license application form as outlined in sections three and four above and submit it to the Central Bank along with all attachments specified in the checklist in the license application form.

              2. The Central Bank will notify the license applicant in writing that their application is complete after fulfilling all the requirements stipulated in the Finance Companies Control Law and its Implementing Regulations.

              3. The Central Bank will inform the license applicant in writing—after the application is complete—of either the preliminary approval or reasoned rejection within (60) business days. The Central Bank's preliminary approval does not constitute the granting of a license or permission to conduct activities.

              4. The application will be forwarded to the Ministry of Commerce to complete the company's establishment procedures and registration according to the Companies Law. The company must provide the Central Bank with a copy of its commercial registration, incorporation contract, and bylaws after establishment, along with proof of full capital payment and any additional initial funding outlined in the business plan, and take all necessary steps to commence operations, such as providing required human resources, systems, and equipment.

              5. The company must provide the Central Bank with confirmation of obtaining a Legal Entity Identifier (LEI) from the approved Saudi operating unit of the Global Legal Entity Identifier Foundation (GLEIF).

              6. Specialists at the Central Bank will visit the company's premises, meet with its officials, and review systems, procedures, and records to verify compliance with regulatory requirements and the company's readiness to conduct activities.

              7. The Central Bank will issue a decision to grant the license after all regulatory requirements are met and the applicable fees, specified in Article 22 of the Implementing Regulation of the Finance Companies Control Law, are paid.

      • Fit and Proper Forms

        • Fit and Proper Form for Founding Members of Finance Companies

          Date(g): 1/2/2021 | Date(h): 19/6/1442Status: In-Force
          To download the word version of the form, please click here.
          Name of Founding Member 
          Name of the Finance Company 
          Ownership percentage to be owned in the Finance Company 
          • Fit and Proper Form for Members of the Board of Directors and Membership of Senior Management

            To download the word version of the form, please click here.

            To read the Fit and Proper Form for Members of the Board of Directors and Membership of Senior Management, Click here.

            • Instructions

              1.The following words and phrases, wherever they appear in this Form, shall have the corresponding meanings, unless the context requires otherwise:
               
              Kingdom: the Kingdom of Saudi Arabia.
               
              SAMA: Saudi Central Bank
               
              Applicable Laws, Regulations, and Instructions: the laws, regulations, rules, and instructions to which the Finance Company and/or its shareholders is subject:
               
              “Law on Supervision of Finance Companies, its Implementing Regulations, and other related rules and instructions”.
               
              Form: the Fit and Proper Form for Founding Members of Finance Companies.
               
              Founding Member: the person whose name is indicated on the first page of this Form and who intends to have shareholding in the Finance Company.
               
              Finance Company: the company whose name is indicated on the first page of this Form, and in which the founding member will have shareholding.
               
              Related Party: husband, wife, father, mother, grandfathers and grandmothers, and their ancestors upward; sons and daughters, grandsons and granddaughters, and their descendants downward; and brothers and sisters, or those with whom the Founding Member shares a business relationship that could impact his/her independence.
               
              2.The information provided by the Founding Member in this Form must be correct, accurate, precise, and complete and does not contain any false, incorrect or misleading information, nor conceal any material information that should be disclosed and singed by the Shareholder. SAMA may reject the request of the violating Shareholder without any responsibility.
               
              3.A copy of the Shareholder’s Saudi national ID (For non-Saudi: copies of passport and visa if available) shall be attached with this Form.
               
              4.If the Founding Member is a legal entity, the Form shall be signed by legal representative of the legal entity and submitted along with copies of its commercial registration (if any), articles of association, and a list containing the names of the entity’s board members.
               
              5.An authorized entity shall confirm the accuracy of the Founding Member’s signature in the designated space.
               
              6.If extra space is required to answer any question, then attach the answers to this Form, making a reference to question(s) number and its text; Each attachment must be signed by the Founding Member .
               
              7.This Form shall not be modified in any way.
               

               

               

              1. Personal Information

               

              Full Name of the Founding Member 
              Any other different or previous name(s) of the Founding Member 
              Nationality(ies) (Country of incorporation for legal entities) 
              National ID number for Saudis (Passport number and issuing country for non-Saudis; CR number for legal entities) 
              Date of birth * 
              City and country of birth * 
              Present Residential Address (Formal address for legal entities) 

              Permanent Residential Address

              (if different from Present Address) *

               
              Phone number 
              Mobile phone number * 
              Email address 
              Mailing Address 
              Are you a permanent resident in the Kingdom? * ⬜ Yes⬜ No
              * Not applicable to legal entities.

               

               

              2. Provide details of all academic degrees you have completed (Not applicable to legal entities).

              DegreeMajorInstitution and CountryYear of Completion
                  
                  
                  
                  
                  

               

               

              3. Provide details of all professional qualifications you have completed (Not applicable to legal entities).

              QualificationMajorInstitution and CountryYear of Completion
                  
                  
                  
                  
                  

               

               

               4.List all the companies in which you are currently, or have been in the past ten years, a board member or manager (Not applicable to legal entities).

              Name of CompanyPositionStart DateEnd DateReason(s) for Leaving Position
                   
                   
                   
                   
                   
                   
                   

               

               

              5. List all the companies in which you currently own shares.

              Name of CompanyCompany’s AddressNature of BusinessOwnership Percentage
                  
                  
                  
                  
                  
                  
                  

               

               

              6. Provide details of all shares you are holding in this Finance Company that are registered in your name or in the name of a Related Party.

              Name under which Shares are RegisteredNumber of SharesOwnership Percentage
                 
                 
                 
                 

               

               

              7. Provide details of all shares in this Finance Company that concern you or concern a Related Party from a beneficial point of view but are NOT registered in your name or in the name of Related Party?

              Name under which Shares are RegisteredNumber of SharesOwnership Percentage
                 
                 
                 
                 

               

               

              8. Do you or any Related Party hold any shares in this Finance Company as a trustee or attorney in fact?

              ⬜ Yes                                                               ⬜ No

              If the answer is “Yes”, provide details:
               

               

               

              9. Are any of the shares mentioned in answers to questions (6), (7), and (8) related to the account of another party or legally pledged?

              ⬜ Yes                                                               ⬜ No

              If the answer is “Yes”, provide details:
               

               

               

              10. Are you a shareholder, board member, or manager in any other company that is licensed or has applied for a license to engage in an activity that is governed by Banking Control Law, Law on Supervision of Cooperative Insurance Companies, Law on Supervision of Financing Companies, Capital Market law, or Rules Governing of Money Exchange Activities?

              ⬜ Yes                                                               ⬜ No

              If the answer is “Yes”, provide details:
               

               

               

              11. Answer the following questions by entering a tick mark () in the appropriate column.

              Ref

              Questions

              Answer

              1.Honesty, Integrity and Good Reputation

              No

              Yes

              1,1Have you ever been convicted of any offence, whether in the Kingdom or elsewhere?

              1,2Have you ever been, publicly or secretly, warned, censured, reprimanded, or publicly criticized by any supervisory authority, professional body, or similar bodies, or have signed an undertaking not to conduct certain work, or have been the subject of a court order at the instigation of such body, whether in the Kingdom or elsewhere?

              1,3Have you ever been denied the right or restricted in your right to carry on any trade, business, financial activity, or profession that requires a specific license, registration or other authorization, whether in the Kingdom or elsewhere?

              1,4Have you ever been a shareholder, board member, or manager of a business that has been denied the right or restricted in its right to carry on any trade, business, financial activity, or profession that requires a specific license, registration or other authorization, or of a business whose license, registration or other authorization has been suspended, stopped, terminated, withdrawn, or revoked by any supervisory authority, professional body, or similar bodies, whether in the Kingdom or elsewhere?

              1,5Have you ever provided false or misleading information to SAMA or any other supervisory authority or government body, or been uncooperative in any dealings with SAMA or any other supervisory authority or government body, whether in the Kingdom or elsewhere?

              1,6Have you ever been censured, prosecuted, or convicted of a criminal offence, or been the subject of any criminal investigation or disciplinary proceedings, whether in the Kingdom or elsewhere?

              1,7Have you ever been the subject of any interrogation, investigations, or disciplinary proceedings by any government or non-government entity, whether in the Kingdom or elsewhere?

              1,8Have you ever been convicted of a violation of any criminal law, Banking Control Law, Capital Market Law, Law on Supervision of Cooperative Insurance Companies, Law on Supervision of Finance Companies, the regulations of those laws, Rules Governing of Money Exchange Activities or any other laws or regulations, whether in the Kingdom or elsewhere?

              1,9Have you ever demonstrated unwillingness to comply with any laws, regulations, or instructions, or in any way helped or abetted another person in breach of any laws, regulations, or instructions, whether in the Kingdom or elsewhere?

              1,10Have you ever been convicted of an offence involving moral dishonesty or breach of trust or contravention of laws, regulations and instructions, whether in the Kingdom or elsewhere?

              1,11Have you ever been convicted of practicing any unauthorized or unlicensed activities or been investigated for the possible carrying out of unauthorized or unlicensed activities, whether in the Kingdom or elsewhere?

              1,12Have you ever been subject to a judicial order or settlement order under civil proceedings in relation to commercial, investment, or other financial business, misconduct or misappropriation of funds, whether in the Kingdom or elsewhere?

              1,13Have you ever been associated with any illegal activity concerning banking business, deposit taking, or other financial or business dealing, whether in the Kingdom or elsewhere?

              1,14Have you ever resigned from any role or position whilst under investigation, whether in the Kingdom or elsewhere?

              1,15Are there any judgments or decision(s) issued against you by general courts, Board of Grievances, the Committee for Resolutions of Banking Control Law Violations, the Committee of Banking Disputes, Committees for Resolutions of Insurance Disputes and Violations, or Committee for Resolutions of Finance Violations and Disputes, or Committee for Resolutions of Securities Disputes, or other judicial or semi-judicial committees, whether in the Kingdom or elsewhere?

              1,16Are you aware of any circumstances or pending proceedings that may lead to situations that could alter any of your answers to the previous questions, or of anybody's intention to begin such proceedings, whether in the Kingdom or elsewhere?

              2Financial Soundness
              2,1Have you ever been unable to fulfill your financial obligations, including loans or credit facilities, toward banks or financing companies, as and when they fell due, whether in the Kingdom or elsewhere?

              2,2Have you ever availed any financial relief or preferential terms from your creditors or entered into a compromise or scheme of arrangement with your creditors to settle your debt obligations, whether in the Kingdom or elsewhere?

              2,3Have you ever failed to settle a debt due and payable under a judgment issued by a court or a competent judicial committee in the Kingdom or elsewhere, or have you ever made any compromise arrangement or settlement with your creditors?

              2,4Have you ever been the subject of a bankruptcy petition, or adjudicated a bankrupt, or entered into a general settlement with any creditor, or been subject to any other similar process, whether in the Kingdom or elsewhere?

              2,5Have you ever been a shareholder, board member, or manager of a business that has gone into bankruptcy, liquidation, or placed under trusteeship or administration during the period when you were a shareholder, board member, or manager of the business or within one year thereafter, whether in the Kingdom or elsewhere?

              3Independence
              3,1Are any of the Finance Company’s Founding members, board members, or managers considered a Related Party to you?

              3,2Do you expect to have any other relationship (e.g. board membership, management membership, or commercial or financial relationship) with the Finance Company beyond the shareholding?

              3,3Do any of the companies or establishments in which you are currently a shareholder, board member, or manager conduct any type of business or financial activities with the Finance Company?

              3,4Are you a shareholder, board member, or manager of any other Finance Company)?

               

               

              If any of the answers to the questions above is “Yes”, then provide detailed answers for all questions to which you responded “Yes” in the following space by making a reference to the question concerned.

              Ref.Detailed Answers
                
                
                
                
                
                
                
                
                

              Note: if extra space is required to answer any question, then attach the answers to this Form, making a reference to question(s) number and its text. Each attachment must be signed by the Founding Member .

               

               

               

              12. Are there any other material facts that were not provided in this Form that may affect SAMA’s decision regarding your acquisition of shareholding in the Finance Company?

              ⬜ Yes                                                               ⬜ No

              If the answer is “Yes”, provide details:
               
            • Acknowledgement

              I hereby acknowledge that I have read all of the Applicable Laws, Regulations, and Instructions. I am aware that it is a sanctionable offence under the provisions of Applicable Laws, Regulations, and Instructions to knowingly or recklessly provide SAMA or any other natural or legal person any information that is false or misleading in connection with the conduct of business or financial activities in Saudi Arabia.

              I certify that the information given in the answers to this Form are complete, accurate, and precise, and that there is no other relevant material information which is not disclosed in this Form or attachments to this Form. I undertake that I will provide SAMA with any information or documents SAMA may request to verify any of the information provided in this Form within (10) business days from the date on which SAMA requests such information or documents.

              I undertake that SAMA may seek additional information from any third party as it deems appropriate to verify the information provided in this Form and assess fitness and propriety for the Founding Member .

              I undertake that, as long as I am a Founding Member in the Finance Company, I will notify SAMA of any material information or changes affecting the completeness or accuracy of the answers to this Form within a maximum period of (3) business days from the day of obtaining the information and the occurrence of the change; In case of failing to do so, I shall be responsible for any stipulated sanctions.

              Name 
              Signature 
              Date 
            • Attestation by the Finance Company

              By signing this Form on behalf of the Finance Company, I confirm that I have carefully read this Form after it was completed and signed by the Founding member, and that the information in this Form is accurate to the best of my knowledge.

              Name of Finance Company 
              Name of officer 
              Position 
              Signature 
              Date 

               

               

               

               

               

               

               

              Stamp by the Finance Company

          • Fit and Proper Form for Founding Members of Supporting Finance Activities Companies

            Date(g): 1/2/2021 | Date(h): 19/6/1442Status: In-Force
            To download the word version of the form, please click here.
            Name of Founding Member 
            Name of the Company 
            Ownership percentage to be owned in the Company 

             

            Signature

             

             

            • Instructions

              1.The following words and phrases, wherever they appear in this Form, shall have the corresponding meanings, unless the context requires otherwise:
               
               Kingdom: the Kingdom of Saudi Arabia.
               
               SAMA: Saudi Central Bank
               
               Applicable Laws, Regulations, and Instructions: the laws, regulations, rules, and instructions to which the Finance Company and/or its shareholders is subject:
               
               Law on Supervision of Finance Companies, its Implementing Regulations, and other related rules and instructions”.
               Form: the Fit and Proper Form for Founding Members of Supporting Finance Activities Companies.
               
               Founding Member: the person whose name is indicated on the first page of this Form and who intends to have shareholding in the Supporting Finance Activities Company.
               
               Supporting Finance Activities Company: the company whose name is indicated on the first page of this Form, and in which the founding member will have shareholding.
               
               Related Party: husband, wife, father, mother, grandfathers and grandmothers, and their ancestors upward; sons and daughters, grandsons and granddaughters, and their descendants downward; and brothers and sisters, or those with whom the Founding Member shares a business relationship that could impact his/her independence.
               
              2.The information provided by the Founding Member in this Form must be correct, accurate, precise, and complete and does not contain any false, incorrect or misleading information, nor conceal any material information that should be disclosed and singed by the Shareholder. SAMA may reject the request of the violating Shareholder without any responsibility.
               
              3.A copy of the Shareholder’s Saudi national ID (For non- Saudi: copies of passport and visa if available) shall be attached with this Form.
               
              4.If the Founding Member is a legal entity, the Form shall be signed by legal representative of the legal entity and submitted along with copies of its commercial registration (if any), articles of association, and a list containing the names of the entity’s board members.
               

              5.

              The Financial Institution shall confirm the accuracy of the Founding Member’s signature in the designated space.
              6.If extra space is required to answer any question, then attach the answers to this Form, making a reference to question(s) number and its text; Each attachment must be signed by the Founding Member.
               

              7.

              This Form shall not be modified in any way.
              8.For any inquiries, you can contact us at: (LICFCC@SAMA.GOV.SA).

               

               

              1. Personal Information

              Full Name of the Founding Member 
              Any other different or previous name(s) of the Founding Member 
              Nationality(ies) (Country of incorporation for legal entities) 
              National ID number for Saudis (Passport number and issuing country for non-Saudis; CR number for legal entities) 
              Date of birth * 
              City and country of birth * 
              Present Residential Address (Formal address for legal entities) 
              Permanent Residential Address (if different from Present Address) * 
              Phone number 
              Mobile phone number * 
              Email address 
              Mailing Address 
              Are you a permanent resident in the Kingdom? *  ⬜  No  ⬜ Yes

               

              Signature

               

               

               

               

               

              2. Provide details of all academic degrees you have completed (Not applicable to legal entities).

               

              Degree

               Major

              Institution and Country

              Year of Completion

                  
                  
                  
                  
                  
                  

               

               

              3. Provide details of all professional qualifications you have completed (Not applicable to legal entities).

               

              Qualification

               Major

              Institution and Country

              Year of Completion

                  
                  
                  
                  
                  
                  

               

              4. List all the companies in which you are currently, or have been in the past ten years, a board member or manager (Not applicable to legal entities).

               

              Name of Company

              Position

              Start Date

              End Date

              Reason(s) for leaving Position

                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   

               

              5. List all the companies in which you currently own shares.

              Name of Company

              Company’s Address

              Nature of Business

              Ownership Percentage

                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  

               

              6. Provide details of all shares you are holding in this Supporting Finance Activities Company that are registered in your name or in the name of a Related Party.

              Name under which Shares are Registered

               Relationship

              Number of Shares

              Ownership Percentage

                  
                  
                  
                  

               

              7.Provide details of all shares in this Supporting Finance Activities Company that concern you or concern a Related Party from a beneficial point of view but are NOT registered in your name or in the name of Related Party?

               

              Name under which Shares are Registered

              Number of Shares

              Ownership Percentage

                 
                 

              8. Do you or any Related Party hold any shares in this Supporting Finance Activities Company as a trustee or attorney in fact?

               ⬜ Yes⬜ No

              If the answer is “Yes”, provide details:

               

               

              9. Are any of the shares mentioned in answers to questions (6), (7), and (8) related to the account of another party or legally pledged?

               ⬜ Yes⬜ No
              If the answer is “Yes”, provide details:

               

               

               

               

              10. Are you a shareholder, board member, or manager in any other company that is licensed or has applied for a license to engage in an activity that is governed by Banking Control Law, Law on Supervision of Cooperative Insurance Companies, Law on Supervision of Financing Companies, Capital Market law, or Rules Governing of Money Exchange Activities?

               

               ⬜ Yes⬜ No
              If the answer is “Yes”, provide details:

               

               

               

               

              11. Answer the following questions by entering a tick mark (X) in the appropriate column.

              Ref.

              Questions

              Answer

                YesNo
              1Honesty, Integrity and Good Reputation
              1.1Have you ever been convicted of any offence, whether in the Kingdom or elsewhere?
              1.2Have you ever been, publicly or secretly, warned, censured, reprimanded, or publicly criticized by any supervisory authority, professional body, or similar bodies, or have signed an undertaking not to conduct certain work, or have been the subject of a court order at the instigation of such body, whether in the Kingdom or elsewhere?
              1.3Have you ever been denied the right or restricted in your right to carry on any trade, business, financial activity, or profession that requires a specific license, registration or other authorization, whether in the Kingdom or elsewhere?
              1.4Have you ever been a shareholder, board member, or manager of a business that has been denied the right or restricted in its right to carry on any trade, business, financial activity, or profession that requires a specific license, registration or other authorization, or of a business whose license, registration or other authorization has been suspended, stopped, terminated, withdrawn, or revoked by any supervisory authority, professional body, or similar bodies, whether in the Kingdom or elsewhere?
              1.5Have you ever provided false or misleading information to SAMA or any other supervisory authority or government body, or been uncooperative in any dealings with SAMA or any other supervisory authority or government body, whether in the Kingdom or elsewhere?
              1.6Have you ever been censured, prosecuted, or convicted of a criminal offence, or been the subject of any criminal investigation or disciplinary proceedings, whether in the Kingdom or elsewhere?
              1.7Have you ever been the subject of any interrogation, investigations, or disciplinary proceedings by any government or non-government entity, whether in the Kingdom or elsewhere?
              1.8Have you ever been convicted of a violation of any criminal law, Banking Control Law, Capital Market Law, Law on Supervision of Cooperative Insurance Companies, Law on Supervision of Finance Companies, the regulations of those laws, Rules Governing of Money Exchange Activities or any other laws or regulations, whether in the Kingdom or elsewhere?
              1.9Have you ever been the subject of any interrogation, investigations, or disciplinary proceedings by any government or non-government entity, whether in the Kingdom or elsewhere?
              1.10Have you ever been convicted of an offence involving moral dishonesty or breach of trust or contravention of laws, regulations and instructions, whether in the Kingdom or elsewhere?
              1.11Have you ever been convicted of practicing any unauthorized or unlicensed activities or been investigated for the possible carrying out of unauthorized or unlicensed activities, whether in the Kingdom or elsewhere?
              1.12Have you ever been subject to a judicial order or settlement order under civil proceedings in relation to commercial, investment, or other financial business, misconduct or misappropriation of funds, whether in the Kingdom or elsewhere?
              1.13Have you ever been associated with any illegal activity concerning banking business, deposit taking, or other financial or business dealing, whether in the Kingdom or elsewhere?
              1.14Have you ever resigned from any role or position whilst under investigation, whether in the Kingdom or elsewhere?
              1.15Are there any judgments or decision(s) issued against you by general courts, Board of Grievances, the Committee for Resolutions of Banking Control Law Violations, the Committee of Banking Disputes, Committees for Resolutions of Insurance Disputes and Violations, or Committee for Resolutions of Finance Violations and Disputes, or Committee for Resolutions of Securities Disputes, or other judicial or semi-judicial committees, whether in the Kingdom or elsewhere?
              1.16Are you aware of any circumstances or pending proceedings that may lead to situations that could alter any of your answers to the previous questions, or of anybody's intention to begin such proceedings, whether in the Kingdom or elsewhere?
              2Financial Soundness
              2.1Have you ever been unable to fulfill your financial obligations, including loans or credit facilities, toward banks or financing companies, as and when they fell due, whether in the Kingdom or elsewhere?
              2.2Have you ever availed any financial relief or preferential terms from your creditors or entered into a compromise or scheme of arrangement with your creditors to settle your debt obligations, whether in the Kingdom or elsewhere?
              2.3Have you ever failed to settle a debt due and payable under a judgment issued by a court or a competent judicial committee in the Kingdom or elsewhere, or have you ever made any compromise arrangement or settlement with your creditors?
              2.4Have you ever been the subject of a bankruptcy petition, or adjudicated a bankrupt, or entered into a general settlement with any creditor, or been subject to any other similar process, whether in the Kingdom or elsewhere?
              2.5Have you ever been a shareholder, board member, or manager of a business that has gone into bankruptcy, liquidation, or placed under trusteeship or administration during the period when you were a shareholder, board member, or manager of the business or within one year thereafter, whether in the Kingdom or elsewhere?
              3Independence
              3.1Are any of the Supporting Finance Activities Company’s Founding members, board members, or managers considered a Related Party to you?
              3.2Do you expect to have any other relationship (e.g. board membership, management membership, or commercial or financial relationship) with the Supporting Finance Activities Company beyond the shareholding?
              3.3Do any of the companies or establishments in which you are currently a shareholder, board member, or manager conduct any type of business or financial activities with the Supporting Finance Activities Company?
              3.4Are you a shareholder, board member, or manager of any other Finance/ Supporting Finance Activities Company)

               

              If any of the answers to the questions above is “Yes”, then provide detailed answers for all questions to which you responded “Yes” in the following space by making a reference to the question concerned.

              Ref.

              Detailed Answers

                
                
                
                
                
                
                
                
                
                

              Note: if extra space is required to answer any question, then attach the answers to this Form, making a reference to question(s) number and its text. Each attachment must be signed by the Founding Member.

               

              12.  Are there any other material facts that were not provided in this Form that may affect SAMA’s decision regarding your acquisition of shareholding in the Supporting Finance Activities Company?

               ⬜ Yes⬜ No
              If the answer is “Yes”, provide details:

               

               

               

            • Acknowledgement

              I hereby acknowledge that I have read all of the Applicable Laws, Regulations, and Instructions. I am aware that it is a sanctionable offence under the provisions of Applicable Laws, Regulations, and Instructions to knowingly or recklessly provide SAMA or any other natural or legal person any information that is false or misleading in connection with the conduct of business or financial activities in Saudi Arabia.

              I certify that the information given in the answers to this Form are complete, accurate, and precise, and that there is no other relevant material information which is not disclosed in this Form or attachments to this Form. I undertake that I will provide SAMA with any information or documents SAMA may request to verify any of the information provided in this Form within (10) business days from the date on which SAMA requests such information or documents.

              I undertake that SAMA may seek additional information from any third party as it deems appropriate to verify the information provided in this Form and assess fitness and propriety for the Founding Member.

              I undertake that, as long as I am a Founding Member in the Supporting Finance Activities Company, I will notify SAMA of any material information or changes affecting the completeness or accuracy of the answers to this Form within a maximum period of )3( business days from the day of obtaining the information and the occurrence of the change; In case of failing to do so, I shall be responsible for any stipulated sanctions.

              Name 
              Signature 
              Date 
            • Attestation by the Supporting Finance Activities Company

              By signing this Form on behalf of the Supporting Finance Activities Company, I confirm that I have carefully read this Form after it was completed and signed by the Founding member, and that the information in this Form is accurate to the best of my knowledge.

              Name of Company 
              Name of officer 
              Position 
              Signature 
              Date 

               

               

               

               

               

               

               

              Stamp by the Company

      • Application Process

        The applicant shall submit an application to SAMA using the License Request Form, complete with all information including prerequisite documents and files, and then submit it via email: (LICFCC@SAMA.GOV.SA). If any changes occur to the given information by license applicant prior to SAMA's decision on the application, the license applicant shall notify SAMA as soon as possible.

      • Revocation of a License

        As per article 20 and article 21 of the Implementing Regulation of the Finance Companies Control Law, and in accordance with article 7 of the Finance Companies Control Law.

         1.SAMA may revoke the License upon the request of the Finance Company, taking into account the rights of the creditors and Borrowers and the integrity of the financial system.
         2.SAMA may revoke the License if the Finance Company has submitted false information or failed to disclose material information that should have been provided for licensing purposes.
         3.If the License is revoked, the Finance Company must be liquidated. SAMA may appoint a liquidator.

        The Finance Company must cease its Finance Activities with immediate effect if the License is suspended according to Article 29 of the Law, and may not practice any of these activities unless a non-objection letter has been obtained from SAMA thereupon.

    • Cyber Risk Control

      • Cyber Resilience

        • Cyber Resilience Fundamental Requirements (CRFR)

          To read the Cyber Resilience Fundamental Requirements (CRFR), click here.

        • Cyber Security Framework

          Translation of this section is for demo purposes only.

          Foreword

          In view of the ever-growing seriousness of cyber-attacks, we are conscious of the need to stay one-step ahead. The issuance of a Cyber Security Framework (“CSF”) seeks to support our regulated entities in their efforts to have an appropriate cyber security governance and to build a robust infrastructure along with the necessary detective and preventive controls. The Framework articulates appropriate controls and provide guidance on how to assess maturity level.

          The adoption and implementation of the Framework is a vital step for ensuring that Saudi Arabian Banking, Insurance and Financing Companies sectors can manage and withstand cyber security threats. In designing the Framework, we have considered the ways that our regulated entities are leveraging technology and felt that each entity will be able to adopt a common approach for addressing cyber security. This will ensure cyber security risks are properly managed throughout the sectors.

          Financing Companies must adhere to implement the Cyber Security Framework as follows:

          First: Conduct an in-depth and accurate assessment of the current status of cyber security at the financial institution. This should be compared against the requirements stated within the CSF to identify weaknesses and assess the level of maturity as described within the CSF under the definition of "Maturity Level".

          Second: Develop a business plan to meet all requirements of the third maturity level, as mentioned in the CSF, as a minimum.

          Third: Present the business plan to the board of directors/managers or general manager, for their review, approval and for seeking any further necessary support.

          Fourth: Send the approved business plan to the SAMA by the end of the fourth quarter of the year 2019*.

          Fifth: Provide SAMA with quarterly reports starting from the end of the second quarter of the year 2019* until full compliance with the CSF.

          Sixth: Fully comply with the requirements stated in the CSF by the end of the fourth quarter of the year 2019*.

          Seventh: The Cyber Security Committee –or equivalent- of the financial institution must follow up on the implementation of the CSF to ensure full support and resources are provided where necessary. Further to ensure timely escalation of obstacles and other related hindrances to the competent authority that may prevent complete implementation of the CSF.

          To achieve the above, the full support and oversight from the Board of Directors and Senior Management are required for its implementation.

          The Information Technology Risk team within the Deputyship of Supervision is at your disposal for any clarifications and we remain committed to guiding our regulated entities in creating a safer cyber environment.

          The business plan and quarterly reports to be sent to: (CRC.Compliance@SAMA.GOV.SA).

          To read the Cyber Security Framework ("CSF"), click here.


          *Amended in accordance to SAMA circular No (51610/99) dated 17/08/1440H.

        • Financial Sector Cyber Threat Intelligence Principles

          To read the Financial Sector Cyber Threat Intelligence Principles, click here.

        • Minimum Verification Controls

          To read the Minimum Verification Controls, click here.

        • Business Continuity Management Framework

          To read the Business Continuity Management Framework, click here.

        • Financial Entities Ethical Red-Teaming

          To read the Financial Entities Ethical Red-Teaming, click here.

      • Counter Fraud

        • Outsourcing and Third Party

          • Rules on Outsourcing for Finance Companies

            No: 65338/99 Date(g): 13/1/2019 | Date(h): 7/5/1440Status: In-Force
            • Chapter 1: Definitions

              a.The terms and phrases used in these Rules shall have the same meaning assigned thereto in the Finance Companies Control Law and its Implementing Regulations.
               
              b.For the purpose of applying the provisions of these Rules, the following terms and phrases, wherever mentioned herein, shall have the meaning assigned thereto unless the context otherwise requires:
               
              Rules: Rules on Outsourcing for Finance Companies. 
               
              Outsourcing: Any contract or agreement by which an external service provider undertakes to provide services to the finance company. 
               
              External Service Provider: Any service provider to whom an activity is outsourced. An External Service Provider can be a member of the group to which the finance company belongs, a related party, or an unrelated third party. 
               
              Material Functions: Any function that the default or disruption of which may have an impact on the finance company’s activities, reputation or the financial situation or if the outsourced functions include sharing, transferring, processing or storing data and information of consumers. 
               
            • Chapter 3: Liability and Obligations

              4-The finance company shall establish and annually update a written outsourcing policy approved by the Board of Directors.
               
              5-The finance company should establish appropriate internal controls and procedures to ensure compliance with these Rules.
               
              6-The finance company shall verify the External Service Provider’s compliance with relevant laws, regulations and instructions. The finance company shall remain responsible if the External Service Provider shows lack of compliance with the applicable laws, regulations and instructions in any outsourced operations and tasks.
               
              7-The finance company should ensure that all existing and proposed outsourcing contracts/agreements have been subject to a comprehensive risk review process at inception and renewal. This process should evaluate key risk factors, namely operational, legal, reputation and regulatory risks.
               
              8-SAMA, the finance company and the external auditor may obtain any information or documents related to the work of the External Service Provider or examine such data in its offices.
               
              9-The finance company must exert due diligence to verify that the External Service Provider has obtained the necessary licenses to carry out its activity, and that it has the required technical and legal qualification.
               
              10-Without prejudice to Article (34) of the Implementing Regulations of the Finance Companies Control Law, the finance company shall maintain all documents that demonstrate compliance with these Rules, including outsourcing contracts and agreements and outsourcing policy in an orderly, transparent and safe manner.
               
            • Chapter 4: Outsourcing Policy

              11-The finance company should establish proper safeguards to protect the confidentiality of consumers’ data and retrieve or destroy all such data upon the expiration or termination of the outsourcing contract for whatever reason.
               
              12-The Outsourcing Policy should include in particular the following:
               
              a.Terms of reference and responsibilities of the Board of Directors and senior management with regard to outsourcing.
               
              b.The functions allowed to be outsourced and the eligibility criteria of the External Service Provider by conducting due diligence on the following:
               
               1)Experience and financial and technical capabilities of the External Service Provider;
               
               2)Impact of the outsourcing on the overall risk profile of the finance company, risk identification criteria and risk mitigation measures;
               
               3)Impact of the outsourcing on systems and controls within the finance company;
               
               4)Rules for the continuous control and monitoring of the outsourced operations;
               
               5)Criteria to identify conflicts of interest as well as rules and procedures which ensure safeguarding the interests of the finance company and not putting the interest of the other party over the company's interest;
               
               6)Procedures to protect information and maintain confidentiality and privacy;
               
               7)A clear mechanism to verify the External Service Provider’s compliance with the laws and instructions relevant to the outsourced services whether issued by SAMA or any other authority, including the Finance Consumer Protection Principles; and
               
               8)All requirements of these Rules.
               
            • Chapter 5: Contract Requirements

              13-The finance company shall document the outsourcing in a legally binding written contract or agreement with the External Service Provider that is compliant with the applicable regulatory requirements. The Contract or Agreement shall include, at a minimum, the following:
               
               a.Parties to the Contract or Agreement;
               
               b.Scope of Contract or Agreement;
               
               c.Term of Contract or Agreement;
               
               d.Type of service and performance requirements;
               
               e.Audit and monitoring procedures;
               
               f.Business Continuity Plans;
               
               g.Default arrangements;
               
               h.Pricing and fee structure;
               
               i.Dispute resolution mechanism;
               
               j.Liability and indemnity;
               
               k.The commitment of the External Service Provider to the confidentiality and privacy of information;
               
               l.The compliance with relevant laws, regulations, rules, controls and instructions;
               
               m.Reporting mechanism;
               
               n.Commitment from the External Service Provider to report to the finance company, within the period agreed upon in the contract or agreement, any control weaknesses or adverse developments in its financial performance that may lead to a breach of its obligations under the contract or agreement;
               
               o.Commitment from the External Service Provider that there are no regulatory impediments preventing the finance company from accessing data and records related to outsourced services;
               
               p.Commitment from the External Service Provider to return or destroy all data related to the outsourced services upon the expiration of the outsourcing contract or agreement, as long as there are no regulatory requirements to keep such data;
               
               q.The consequences of renewal, renegotiation, default termination and early exit of the contract or agreement so as to enable the finance company to retain control over the outsourced activity; The necessary arrangements to deal with failure to fulfill the terms of the contract or agreement or in the event of the termination of the contract or agreement;
               
               r.The right of SAMA, the finance company, and the external auditor to obtain any information or documents related to the work of the External Service Provider or examine such data in its offices;
               
               s.Commitment from the External Service Provider not to subcontract Material Functions;
               
               t.Statement that the Saudi judicial authorities are the relevant authorities for the settlement of disputes arising from the execution or interpretation of the outsourcing contract or agreement and that any exception to the requirements of this article is subject to SAMA’s prior non-objection; and
               
               u.The governing language in case of discrepancies with respect to contracts or agreements that are made in more than one language.
               
            • Chapter 6: Outsourcing Requirements

              14-Prior to applying for SAMA’s non-objection, the finance company should qualitatively and quantitatively assess each proposed outsourcing function on a case-by-case basis and classify it as material or non-material.
               
              15-Prior to outsourcing or renewing outsourcing of material functions and in the event of material changes to the contract or agreement, the finance company should request SAMA’s non-objection in writing at least 30 working days prior to the proposed date of commencement or renewal of the contract or agreement.
               
              16-The finance company shall submit to SAMA a letter requesting non objection to outsourcing material functions that includes, at a minimum, the following information:
               
               a.Details on the outsourced function;
               
               b.Reasons for outsourcing;
               
               c.Details on the External Service Provider (e.g. name, address, and commercial register); and
               
               d.Any other information or documents requested by SAMA.
               
            • Chapter 7: Control and Monitoring

              17-The finance company should put in place internal procedures to monitor and manage all of their outsourcing activities and to provide timely reports to senior management.
               
              18-The finance company should ensure that its business continuity is not compromised by any outsourcing contracts or agreements. The finance company should have a contingency plan which outlines the procedures to be followed in the event of sudden termination of any outsourcing contract or agreement or the inability of the External Service Provider to fulfill its obligations for any reason. In addition, the finance company should document within its business continuity plans the availability of an alternative External Service Provider or the procedures for bringing the outsourced function in-house.
               
            • Chapter 8: Concluding Provisions

              19-The Finance Company shall:
               
               a.Develop or update an outsourcing policy, ensure that it is in compliance with these Rules, and provide a copy of the policy duly approved by the Board of Directors to SAMA within 180 days from the date of promulgation of these Rules;
               
               b.Review All existing outsourcing contracts/agreements against these Rules and seek SAMA’s non-objection for material outsourcing contracts within 365 days from the date of promulgation of these Rules or on renewal of the contract or agreement, whichever comes first; and
               
               c.Notify SAMA in the event of any legal or regulatory violation in their outsourcing contracts or agreements.
               
              20-SAMA may restrict the granting of its non-objection to the finance company’s outsourcing of material or non-material functions for a specific period, function, geographical area, or external service provider whenever it deems necessary.
               
              21-SAMA has the right to ask the finance company to review, modify, or terminate the outsourcing contract or agreement in case of non-compliance with these Rules or any other relevant laws, regulations, rules, controls and instructions.
               
              22-SAMA may exempt some operations and activities from some of the provisions of these Rules whenever it deems necessary.
               
              23-Non-compliance with the requirements set forth herein shall be deemed a violation of the Finance Companies Control Law and its Implementing Regulation.
               
              24-These Rules shall enter into force after 180 days from the day of their promulgation, and shall be published on SAMA’s website.
               
            • Appendix 1: Examples of Material Functions (Non-Exhaustive List)

              1-External auditor.
               
              2-Internal Audit Department.
               
              3-Customer care department, including complaint handling.
               
              4-Management, operation and maintenance of technical/security systems, such as storing data outside the finance company, including cloud computing services and monitoring security operations.
               
              5-brokerage activity including marketing finance products and receiving finance applications.
               
              6-Agency activity including processing and studying finance applications.
               
              7-Provision of human resources.
               
              8-Debt collection for finance companies.
               
              9-Archiving documents.
               
            • Appendix 2: Examples of Non-Material Functions (Non-Exhaustive List)

              1-Services and utilities such as telephone and electricity.
               
              2-Advisory services (e.g., legal opinions, updating company’s regulatory policies, independent consulting, and market information functions).
               
              3-Credit information check and information services.
               
              4-Mail and courier services.
               
              5-Printing services (e.g., policy wording, forms, and business cards).
               
              6-Security functions.
               
              7-Property management, building maintenance, cleaning services, etc.
               
              8-Litigation on behalf of the company (e.g. bad debt collection).
               
              9-Technical support for the company’s website.
               
              10-Real estate valuation by accredited real estate valuers.
               
              11-Back office management (call centers, complaint handling).
               
          • Anti-Fraud Rules for Finance Companies

            • Chapter I: Definitions

              4- The following terms and phrases, wherever mentioned herein, shall have the meanings assigned thereto unless the context requires otherwise:

              Rules: Anti-Fraud Rules for Finance Companies.

              SAMA: Saudi Arabian Monetary Authority.

              Fraud: An act or omission intended to gain, directly or indirectly, an advantage, that would not be gained otherwise, for the party committing the fraud or for other parties. This includes, but is not limited to, the following:

              a. use of documents containing incorrect information;

              b. non-disclosure or deliberate concealment of information required by law;

              c. abuse of authority, a position of trust, or a fiduciary relationship; and 

              d. asset misappropriation.

               Finance Company: A joint-stock company licensed by SAMA to engage in finance activities.

               

            • Chapter II: Strategy and Organizational Structure

              5- The Finance Company shall develop an anti-fraud strategy aligned with its risk profile and business. The strategy shall be approved by the Finance Company’s board of directors and updated regularly to ensure its alignment with corporate ever-evolving business environment.

              6- The Finance Company shall design a structure for fraud control. The structure shall be commensurate with the size and nature of the Company’s business so as to facilitate control and implementation of anti-fraud policies by the Company’s management and ease communication between departments in case of suspicion or detection of fraud.

            • Chapter III: Policies and Procedures

              7- The Finance Company shall put in place policies and procedures to implement anti-fraud and risk management strategies. Such policies and procedures shall be updated regularly and tested in terms of effectiveness to keep abreast of developments in fraud. A copy of such policies and procedures shall also be provided to SAMA.

              8- Policies shall be based on an analysis of fraud risks to which a Finance Company is exposed.

              9- Policies and procedures shall include, at a minimum, the following:

              a. the role of employees in the implementation of anti-fraud strategy, and identification of individuals responsible for its implementation;

              b. standards for the detection and prevention of fraud;

              c. a mechanism clarifying the procedures and communication methods for internal reporting of suspicious or actual cases of fraud, identifying the party responsible for investigating fraud cases inside the Company, and designating the available external reporting channels and the protection offered to whistleblowers;

              d. a policy on retention of documents containing details of suspicious and actual cases of fraud; and

              e. a mechanism for training the Company’s employees on a regular basis to raise awareness of fraud risks and prevention methods.

              10- The Finance Company shall develop a mechanism to ensure the soundness of financed asset’s valuation carried out by the accredited valuer.

              11- The Finance Company shall establish a mechanism to ensure the implementation of its credit policy on financing contracts.

               

              • Training

                12- The Finance Company shall ensure that its board of directors and employees understand anti-fraud policies through training programs in fraud control. The training materials shall be updated regularly to keep abreast of developments in fraud.

                13- The scope of training shall vary depending on the role and responsibilities of individuals, and shall cover the responsibility of employees when suspecting fraudulent acts and the steps of escalating fraud incidents within the Company or to competent authorities.

                14- The Finance Company shall provide training programs dedicated to new employees, especially those dealing directly with the public.

                 

              • Reporting

                15- The Finance Company shall develop a policy describing the steps of escalating a fraud incident within the Company or to external competent authorities, and providing for confidentiality of the report and protection offered to whistleblowers.

                 

              • Documentation and Record Retention

                16- The Finance Company shall document the actions taken in fraud incidents, inside and outside the Company, and shall maintain, for 10 years, records containing detailed information of suspicious and actual cases of fraud.

                 

              • Exchange of Information

                17- The Finance Company shall, using the form attached hereto, inform SAMA of any fraud incidents within 10 business days from closing the investigation.

                18- Without prejudice to any other regulations or instructions on the confidentiality of consumer information and transactions, Finance Companies may enhance cooperation mechanisms among them to exchange information on fraud incidents. SAMA’s non-objection shall be required for any agreed cooperation mechanism.

            • Chapter IV: Anti-Fraud Standards

              • Fraud Detection

                19- The Finance Company shall develop indicators of fraud and update them regularly to ensure their effectiveness and suitability to detect fraud at an early stage. The General Indicators set forth in Chapter VI may, without limitation, be used in detecting internal fraud committed by individuals inside the Company and external fraud committed by external parties.

                 

              • Fraud Prevention

                20- The Finance Company shall apply KYC and CDD measures to consumers.

                21- The Finance Company shall draft finance contracts based on fraud reports issued by the audit committee and in a way that would minimize, to the extent possible, fraud occurrences.

                22- When developing a new product, the Finance Company shall assess its associated fraud risks.

                23- The Finance Company shall notify consumers and any third party of the consequences of providing the Company with misleading information.

                24- The Finance Company shall, prior to hiring permanent or temporary personnel or contracting with external service providers, perform due diligence and check applicant information to ensure the integrity and proper ethics of potential recruits. Standards of scrutiny shall be increased for positions most likely to encounter or commit fraud.

                25- The Finance Company shall develop and apply information security rules to prevent access to and tighten control over its information, and shall also review user accounts regularly.

                26- The Finance Company shall develop job descriptions for positions across the Company and detail responsibilities of management and employees. Functions that might be susceptible to conflict of interest shall be separated. Job rotations and vacations for employees in sensitive positions shall be mandatory.

                 

            • Chapter V: Roles and Responsibilities

              27- Board of Directors of Finance Company: The Company’s board of directors is responsible for the control of fraud. The board’s activities shall include, at a minimum, the following:

              a. approving anti-fraud strategy and policies.

              b. ensuring the provision of resources necessary for the implementation of the strategy and policies.

              28- Employees of Finance Company: The Finance Company’s employees, whether permanent or contractors, shall be responsible for monitoring fraud in their work and shall report any suspicious cases of fraud immediately.

              29- Internal Audit Department: The Internal Audit Department shall be responsible for the following:

              a. tracking fraud incidents during the performance of its work, collecting necessary evidence in case of a suspicion, and investigating suspicious transactions; and

              b. conducting regular assessment to verify the effectiveness of and compliance with anti-fraud policies and procedures and ensure appropriate and timely dealing with suspicious cases of fraud، proper documentation of actions taken، and inclusion of said information in the audit department’s report prescribed in the Implementing Regulation of the Finance Companies Control Law.

              30- External Auditor: The external auditor shall be responsible for verifying the Company’s compliance with anti-fraud policies.

               

               

               

            • Chapter VI: General Indicators of Fraud

              Internal Fraud

              Governance&

              Organizational

              Structure

              - An individual or a group of individuals monopolizes running operations or taking financial decisions.
               
               
              - Company’s strategy is inconsistent and changes rapidly.
               
               
              -Company’s organizational structure is complex.
               
               
              - Managers, members of staff, external businesses, and contractors have conflict of interest.
               
               
              - Board of directors or management displays dominant management style, discouraging critical or opposing views from employees.
               
               

              Operational

              Management

              - Training provided for employees is weak. 
              - Activities of the Finance Company are inconsistent with its declared policies.
               
               
              - Staff turnover at the department level is high, especially in finance or accounting departments.
               
               
              - Tasks and transactions are complex and require special skills to be understood.
               
               
              - Original documents are lost and replaced with copies.
               
               
              Accounting& Finance- Costs are unjustifiably high or are higher than those of competitors.
               
               
              - Financial results and ratios are unmatched. 
              - Company’s return is much lower than that of its counterparts in the market.
               
               
              Internal Audit- Internal control structure is weak.
               
               
              - Information from prior audits is insufficient.
               
               
              - Results of internal audits are weak or missing.
               
               
              - Internal auditors are not completely independent.
               
               
              - Board of directors or managers place undue pressure on auditors.
               
               
              - Board of directors or managers display aggressive attitude toward the Company’s financial reporting.
               
               
              Employees’ Conduct- Unjustified wealth of employees and sudden change in their lifestyle.
               
               
              - Employees frequently work outside official working hours.
               
               
              - Employees do not go on leaves.
               
               
              - New employees resign quickly.
               
               

              Information

              Technology

              - Information and asset security system is weak.
               
               
              External Fraud

              Finance

              Procedures

              - Consumer age and qualifications are not compatible with the number of his/her work years.
               
               
              - Employer’s address provided is a postal box only.
               
               
              - Use of consumer’s personal phone number as the employer phone number.
               
               
              - Applicant’s handwriting is not similar on different documents.
               
               
              - Attempt by consumer to pay all financial obligations in cash other than usual means, especially in early repayment.
               
               
              - Installments are paid by another individual or party and not by the consumer.
               
               
              - Consumer’s income and credit record are not consistent with his/her personal profile.
               
               
              - Signatures on finance documents are different.
               
               
              - Information Provided by the Consumer is not Consistent in Different service Request forms Submitted to the finance company.
               
               
              - Transfer of the ownership of financed assets immediately after the completion of sale, indicating that the consumer has obtained the finance for an ineligible third party.
               
               
              Valuation- Valuer is not one of the accredited valuers by theFinance Company.
               
               
              - Valuer is not familiar with the region of the financed asset and the local market value.
               
               
              - Valuation is based only on making adjustments to the financed asset.
               
               
              - Valuation is based on data of more than 9 months in a rapidly changing market.
               
               
              - Valuation of the financed assetis based on comparison with previous valuations carried out by the same valuer.
               
               
              - Mismatch between the pictures of the financed asset and the description provided in the valuation report.
               
               
              - Valuation fee is based on a specified percentage of the estimated value of the financed asset.
               
               
              - There are indications that the financed asset has been sold more than once during a short period of time, indicating that its value does not reflect the actual value of the asset in the market.
               
               

              Job

              Information

              - The employment letter is not printed on employer’s letter head. 
              - The date of the employment letter is old.
               
               
              - The signature on the employment letter is not accompanied by the name or position of the signee.
               
               
               - The employment letter contains handwritten modifications. 
              - The original copy of the employment letter is not provided. 

               

            • Chapter VII: Effective Date

              31- These Rules shall enter into force after 180 days from the day of their promulgation, and shall be published on SAMA’s website.

               

            • Form For Reporting Fraud to SAMA

              Form For Reporting Fraud to SAMA

              a. Company Informationb.
              Name   

              Line of

              Business

                 
              Headquarters City   

              Name of Branch (if any)

               

               City   
              Telephone No.   
              E-mail   

               

              c. Information on Fraud Incident

              Date of

              Incident

               
              Total Amount (if any)

              in words

              SAR

              in numbers

              SAR

              Fraud Incident Description 
              Actions Taken 
              Subsequent Actions 

               

              d. Information on Alleged Fraudster

              Name(s) 
              ID/ Iqama No. 
              Nationality 

                

              e. Attached Documents

              Report Writer 
              Signature Date 
          • Counter-Fraud Framework

            To read the Counter-Fraud Framework, click here.

    • Governance and Internal Control

      • Key Principles of Governance in Financial Institutions

        In accordance with chapter 1.3 of the "Key Principles of Governance in Financial Institutions", issued by SAMA circular No (42081293) dated 30/06/2021, these principles shall apply on a mandatory basis for finance companies and real estate refinancing companies.

        and subject to the mandatory provisions stipulated in relevant laws and regulations, these principles shall apply as guiding rules to, consumer microfinance companies, finance support companies, financial lease contract registration companies, and debt-based crowdfunding companies. The Central Bank may, at any time, enforce all or some of the provisions of these principles on a mandatory basis.

        To read the Key Principles of Governance in Financial Institutions, click here.

         

      • Requirements for Appointments to Senior Positions

        To read the Requirements for Appointments to Senior Positions, click here.

      • Corporate Governance

        • Board of Directors

        • Senior Management

        • Major Departments

        • Audit Committee

      • Shariah Governance Instructions for Finance Companies

        No: 42071901 Date(g): 26/5/2021 | Date(h): 15/10/1442Status: In-Force

        Translated Document

         

        Based on the powers vested in SAMA under its Law issued by Royal Decree No. (M/36) dated 11/4/1442 H, and the Finance Companies Control Law issued by Royal Decree No. (M/51) dated 13/8/1433 H, and in line with SAMA's desire to enhance Shariah governance procedures in finance companies, contributing to the development of Islamic finance in the Kingdom.

        Attached are the Shariah Governance Instructions for Finance Companies, which aim to establish a minimum standard for Shariah governance practices in finance companies and to enhance the environment of compliance with Shariah principles and rules. These instructions also define the roles and responsibilities of the Board of Directors, senior management, the Shariah committee, as well as the principles of independence and confidentiality of information.

        Please take note and act accordingly starting from 01/01/2022 G.
         

        • Chapter One: Preliminary Provisions

          • Article Two: Definitions

            A.The terms and expressions mentioned in these instructions shall have the meanings assigned to them in the Finance Companies Control Law and its Implementing Regulations
            B.For the purposes of applying these instructions, the following terms and expressions - wherever they appear in these instructions - shall have the meanings specified next to each of them, unless the context requires otherwise:

            Central Bank: The Saudi Central Bank.

            Instructions: The Shariah Governance Instructions for Finance Companies.

            Board: The Board of Directors of the finance company.

            Committee: A specialized Shariah committee responsible for supervising the compliance with Shariah principles and their applications in the financing activities conducted by the finance company.

            Committee Members: A group of specialists whose academic backgrounds are not limited to Shariah knowledge but also include an understanding and expertise in contemporary financial transactions that are employed in the form of Shariah rulings directed to the finance company.

            Independent Committee Member: A person who has a complete independence in their position and decisions, is able to carry out their duties, express opinions, and vote on Shariah decisions objectively and impartially, and is not subject to any conflicts of interest as specified in these instructions.

            Shariah Compliance Supervision: Monitoring and ensuring that the financing activities of the finance company comply with Islamic Shariah principles.

            Other words or expressions mentioned in these instructions carry the meanings specified in the Finance Companies Control Law, its Implementing Regulations, and related instructions.

          • Article Three: Scope

            First: These instructions apply to finance company licensed to conduct one or more of the following types of financing activities:

            1. Real estate financing
            2. Financing of productive assets
            3. Financing for small and medium enterprises (SMEs)
            4. Finance leasing
            5. Credit card financing
            6. Consumer financing

            Second: These instructions are considered as guidance for other financing activities licensed under the Finance Companies Control Law and its implementing regulations, except for provisions stated in relevant laws and instructions as mandatory. SAMA reserves the right to adhere the application of some or all the requirements of these instructions at any time.

          • Article Four: General Provisions

            1. The finance company must establish policies and procedures that govern the work of the Shariah committee and provide a copy to SAMA. This includes specifying how meetings are held, the decision-making and documentation process, and the process for preparing and submitting reports.
            2. The finance company must ensure that the committee's reports are submitted effectively and in a timely manner to the Board of Directors.
            3. The Board must carry out its responsibilities and duties effectively, ensure the independence of the committee, verify the qualifications of its members, and ensure the effectiveness of Shariah compliance supervision.
            4. The finance company must disclose the resumes of all committee members on the company's website so that stakeholders can assess their competence and ability to perform their duties effectively.
        • Chapter Two: Responsibilities of the Board of Directors and Senior Management

          • Article Five: Responsibilities of the Board of Directors

            1.The Board of Directors is primarily responsible for the financing activities conducted by the finance company and ensuring that these activities comply with the principles and rulings of Islamic Shariah in accordance with the committee's decisions. Specifically, it is responsible for the following:
              A.Overseeing the finance company's adherence to and implementation of the Shariah rulings issued by the committee.
              B. Ensuring the existence of an effective communication policy and mechanism between the key units of the finance company, enabling these units to communicate with senior management on matters related to the compliance of financing activities with the principles and rulings of Islamic Shariah in accordance with the committee's decisions.
              C. Establishing appropriate compensation and remuneration for the members of the committee based on the recommendation of the Nomination and Remuneration Committee in accordance with the scope of their duties and responsibilities.
              D. Evaluating the performance of the committee members based on their competence, knowledge, contribution, and effectiveness.
            2.The committee is directly linked to the Board of Directors.
            3.The Board approves on all policies and procedures governing the work of the committee and oversees their implementation.
          • Article Six: Responsibilities of Senior Management

            1. Identify Shariah-related issues and refer them to the committee for a decision, providing the necessary information and disclosures in a timely manner.
            2. Follow up on and implement the Shariah decisions issued by the committee.
            3. Provide continuous education and training programs for key internal stakeholders, including the Board, the committee, and employees involved in Shariah and financial matters1.
            4. Ensure that financing activities comply with the principles and rulings of Islamic Shariah as outlined in the committee's decisions and recommendations.
            5. Inform the Board and the committee about products suspected of not complying with Shariah principles through official reports, and immediately halt any products found to be non-compliant with Shariah principles.
            6. Promote and instill a culture of compliance with Shariah principles within the finance company and familiarize relevant employees with Shariah-compliant financing products.
            7. Develop financing products that align with Shariah principles and rulings.

            1The paragraph is for guidance purposes.

        • Chapter Three: Shariah Compliance Supervision

          • Article Seven: Shariah Compliance Supervision Activities

            First: Shariah Compliance

            1. The Shariah compliance task involves the regular assessment of the financing activities conducted by the finance company to ensure their alignment with Islamic Shariah principles and rulings.
            2. The person responsible for Shariah compliance must ensure the level of adherence by the finance company to Shariah principles and rulings, and implement corrective procedures to address any non-compliance issues.
            3. This task may be assigned to the compliance department or carried out by qualified Shariah experts within the finance company to perform Shariah compliance duties.
            4. The finance company may engage an external specialized entity to perform Shariah compliance duties after notifying SAMA.

            Second: Shariah Audit

            1. The Shariah audit task involves an independent review process to provide objective assurance that enhances the level of compliance of the finance company's activities with Islamic Shariah principles and rulings.
            2. The person responsible for the Shariah audit must conduct the audit at least once a year.
            3. This task may be assigned to the internal audit department or carried out by qualified Shariah experts within the finance company to perform the Shariah audit.
            4. The finance company may engage an external specialized entity to perform Shariah audit duties after notifying SAMA.
            5. The results and observations of the Shariah audit must be submitted to both the audit committee and the Shariah committee at least once a year.

             

        • Chapter Four: Regulations for the Work of the Shariah Committee

          • Article Eight: Selection of Committee Members and Membership Requirements2

            Members of the committee and its chairperson are selected and appointed by a decision of the Board of Directors—based on the recommendation of the Remuneration and Nomination Committee after obtaining the no-objection letter from SAMA. The finance company may seek approval from the General Assembly to appoint committee members if its internal policy includes such a provision. The committee is to be formed as follows:

            1.The number of committee members must be proportionate to the size and nature of the finance company’s business, with no fewer than three and no more than five members
            2.The chairperson of the committee must be an independent member. Independence is not fulfilled in the following cases
              A. If the chairperson owns five percent or more of the shares of the finance company or its subsidiaries.
              B. If the chairperson represents a person with legal status that owns five percent or more of the shares of the finance company or its subsidiaries.
              C. If the chairperson has a direct or indirect interest in the transactions and contracts made on behalf of the finance company.
              D.If the chairperson receives financial compensation from the finance company other than their salary or membership compensation for serving on the committee.
            3.The committee members must be qualified to carry out the tasks assigned to them, have a clear understanding of their roles and responsibilities, and possess the ability to exercise sound judgment objectively. Collectively, the members must have a range of professional, practical, and administrative skills, as well as appropriate Shariah and financial expertise, particularly honesty, commitment, and a high level of reputation, competence, and responsibility. The effectiveness of the committee depends on the experience of the members and their ability to make comprehensive judgments. The member’s qualifications should include the following:
            Competence: Reflected by the level of education, training, and skills, and having at least three years of experience in relevant fields.
            Shariah and Financial Knowledge: Members should possess appropriate Shariah knowledge as well as the ability to read and understand financial data and reports.
            4.A member of the Shariah committee of a finance company is not allowed to serve more than five Shariah committees of other finance companies3.
            5.The finance company must include a clause on confidentiality in the contract or terms of appointment for committee members to ensure the confidentiality and privacy of the finance company’s information.
            6.The finance company must notify SAMA in writing within five (5) working days if any member’s membership is terminated or if a member resigns for any reason. The termination of a committee member’s membership before the end of their term is only allowed with a valid justification. A resigning member must submit their resignation with the reasons to the Board of Directors.

            (2)This article is for guidance purposes and will be mandatory starting from 01/01/2023G.

            (3)If a finance company contracts with a Shariah consultancy firm, the individual providing Shariah consultancy services on behalf of the firm will be treated as a single committee member.

          • Article Nine: Responsibilities of the Committee4

            The committee is responsible for all of its decisions regarding Shariah matters. The Board of Directors must rely on the committee for issuing Shariah rulings related to the finance company's operations. The committee must undertake the following tasks:

            1-Meet regularly and as needed, with a minimum of one meeting every six months.

            2- Issue timely rulings on the Shariah matters referred to it, ensuring that the finance company's operations are not adversely affected due to delays in obtaining the committee’s decisions.

            3- Ensure that the Shariah policies and procedures developed by the finance company comply with Islamic Shariah principles.

             4-Ensure that the financing products comply with Islamic Shariah principles. The committee must approve the terms and conditions in the product manual, models, contracts, agreements, and other legal documents used in executing transactions.

            5- To ensure the quality and consistency of Shariah rulings, the committee must adopt an organized procedure for making, documenting, approving, and maintaining Shariah decisions to ensure the reliability of the decision-making process and to protect the committee from any potential undue influences.

            6- Notify the Board and recommend appropriate measures if it is determined that the finance company has engaged in activities that do not comply with Islamic Shariah principles. 

            7-Prepare an annual report on the compliance of the finance company's operations with Islamic Shariah principles and submit it to the Board.

             8-Inform SAMA if non-compliant activities are not effectively or adequately addressed, or if the finance company fails to take corrective actions regarding such activities.

             


            4 This article is for guidance purposes and will become mandatory starting from 01/01/2023 G.

             

        • Chapter Five: Independence and Confidentiality of Information

          • Article Ten: Independence

            The independence of the committee must always be maintained in the performance of its duties to issue objective and reliable Shariah rulings, as follows:

            1. The Board of Directors must acknowledge the independence of the committee and ensure that it is not subjected to any influence that may hinder its ability to issue objective Shariah rulings when reviewing matters presented to it.
            2. Shariah rulings issued by the committee may not be altered or ignored without the committee’s approval.
            3. The committee must receive accurate and complete information from senior management, and it has the right to request additional information from senior management if the information provided is insufficient.
            4. If the committee is not provided with the required information, the matter must be reported to the Board, which must take appropriate action to correct the situation.
          • Article Eleven: Confidentiality of Information

            1. Committee members are obligated to maintain the confidentiality of internal information obtained during the performance of their duties and must not misuse it. Confidential or sensitive information acquired by any committee member during their work must not be used in any way that may harm the finance company.
            2. Without prejudice to the above, the committee’s disclosure of information to SAMA for the purpose of informing it of any violations by the finance company of Shariah principles and rulings is not considered a breach of the principle of confidentiality.
        • Chapter Six: Final Provisions

          • Article Twelve

            The finance company must review and amend its approved policies and procedures to ensure they do not conflict with these instructions.

          • Article Thirteen

            These instructions shall be effective from 01/01/2022 G.

          • Article Fourteen

            SAMA may exempt a finance company from applying any of the provisions stated in these instructions, provided that it does not conflict with the law.

          • Article Fifteen

            SAMA is responsible for verifying the implementation of the provisions in these instructions. In the event of non-compliance, the finance company will be penalized in accordance with the relevant laws and regulations.

      • The General Committee of General Managers in Financing Companies

        No: 381000003528 Date(g): 10/10/2016 | Date(h): 9/1/1438

        Translated Document

        Referring to the powers granted to the Central Bank* pursuant to The Finance Companies Control Law issued by Royal Decree No. (M/51) dated 13/8/1433 H. and based on" Article One Hundred From the Implementing Regulations of the Finance Companies Control Law issued by the Governor's Decision No. (2/BSI) dated 14/4/1434 H. Which stipulates that "A committee, or more, shall be formed by a decision of the governor, concerned with providing necessary proposals and recommendations for the development of the finance sector."

        Accordingly, we inform you of the issuance of the decision by His Excellency the Governor, No. 56/BSI, dated 29/11/1437 H, which includes the formation of a general committee for general managers in financing companies in accordance with the terms of reference attached to this circular.

         


        * The "Saudi Arabian Monetary Agency" was replaced By the "Saudi Central Bank" in accordance with The Saudi Central Bank Law No. (M/36), dated 11/04/1442H, corresponding to 26/11/2020G.

        • 2. Definitions

          SAMA: Saudi Saudi Central Bank*

          Permanent Committee: A committee whose activities are characterized by continuity and permanence.

          Temporary Committee: A committee formed to address a specific task and ceases to exist upon the completion of that task. It is established whenever needed and should not exceed a duration of one year unless otherwise stated in the formation decision.

          Committee Chair: The member appointed to lead the committee and manage its activities.

          Deputy Chair: The member appointed to replace the Chair in case of their absence, departure, or removal.

          Committee Members: The members appointed to work on the committee, responsible for attending meetings and contributing to them.

          Secretary: The person appointed to perform support, coordination, and other additional tasks for the committee. The Secretary attends meetings but does not have the right to vote.

          Deputy Secretary: The person appointed to replace the Secretary in case of their absence, departure, or removal.

          Expert: Any person invited or called to committee meetings for the purpose of providing expertise on a specific matter or consultation. The expert does not have the right to vote in any of the meetings they attend.

          Agenda: A list of topics to be presented and discussed at the meeting, including the order and sequence of the workflow.

          Meeting Minutes: An accurate record of what was discussed in the meetings, serving as the official reference for proposals, reports, and member opinions.

          Quorum: The minimum number of members required to be present for the meeting to be considered valid and for the decisions to be effective. It is represented by two-thirds of the members.

          Voting: The right granted to members present at a meeting with a quorum to express their opinion on a specific decision. Voting is categorized into several scenarios as follows:

          * Unanimous Voting: All votes are in one direction.

          * Abstaining from Voting: Choosing not to vote on any decision, either in approval or rejection.

          * Majority Voting: Agreement by more than half of the members present on a decision after excluding the number of abstentions, in a valid meeting with a quorum.


          * The "Saudi Arabian Monetary Agency" was replaced by the "Saudi Central Bank" in accordance with The Saudi Central Bank Law No. (M/36), dated 11/04/1442H, corresponding to 26/11/2020G.

        • 3. Organizational Structure of the Financing Companies Committees

        • 4. Committees

          • 4/1. The General Committee

            • 4/1/1. Formation of the Committee

              1. The General Committee is composed of the following:
              • A Chair and a Deputy Chair, selected by the committee members themselves every two years.
              • Members who are General Managers or Executive Managers of financing companies in the Kingdom of Saudi Arabia.
              • A Secretary and a Deputy Secretary.
            • 4/1/2. Nomination and Dismissal

              1. Financing companies shall appoint a representative from their General Managers or Executive Managers to be members of the General Committee.
              2. The Chair and Deputy Chair of the General Committee are appointed by the committee members through a majority vote every two years.
              3. The Chair of the General Committee appoints the Secretary and Deputy Secretary every two years.
              4. A new Chair for the General Committee must be nominated at the last meeting held at the end of the statutory term (two years) through a majority vote.
              5. The Chair or Deputy Chair of the committee cannot be nominated for the same position for two consecutive terms.
              6. The roles of Chair of the General Committee and the Executive Committee cannot be held concurrently.
              7. The member representing a company shall be relieved of their duties as soon as their employment with the company ends, and the company they represent must nominate another member to replace them.
            • 4/1/3. Meetings and Quorum

              1. The General Committee shall hold meetings at least once a year. The meetings may also be convened if the Chair deems it necessary or if nine (9) members of the General Committee request it in writing.
              2. The General Committee shall hold meetings at the Financial Institute or at a location agreed upon by the majority of the members.
              3. A meeting of the General Committee is considered valid if attended by at least two-thirds of the members.
              4. All members are required to attend General Committee meetings. A member may delegate a representative from the company to attend and vote at the meetings, provided that the representative is appointed by the company’s senior management.
              5. General Committee members cannot delegate other representatives for two consecutive meetings.
              6. The General Committee must adhere to the meeting agenda as scheduled.
              7. The General Committee makes its decisions in meetings through majority voting.
              8. In the event of a tie vote, the Chair’s vote is decisive. Members who disagree should record their objections in the meeting minutes.
              9. Members may abstain from voting on any decisions made in the meetings, and the reasons for abstention should be recorded in the meeting minutes.
              10. The General Committee may invite any expert to participate in the meetings with the Chair’s approval, without the right to vote.
              11. Discussions should be conducted with high professionalism and in an organized manner, and should not include topics not listed in the meeting agenda.
              12. All members must maintain the confidentiality of information discussed during the meetings.
              13. The Chair must ensure that members adhere to the rules and guidelines governing the committee meetings, which all members are required to follow.
            • 4/1/4. Agenda, Meeting Minutes, and Reports

               

              1.Members should inform the Committee Chair of the topics they believe will contribute to achieving the desired goals of the meetings. The Chair should consider the proposed topics when approving the agenda.

              2. The agenda should be prepared by the Secretary or their Deputy, including all the topics to be discussed in the meeting, and then approved by the Committee Chair.

              3. The Secretary or their Deputy must send the agenda along with the documents to be discussed in the meeting to all Committee members and a copy to the Central Bank representative at least ten (10) working days before the meeting via email.

              4. The Secretary must prepare meeting minutes after each Committee meeting, recording the names of attendees, all topics discussed, decisions voted on, objections, and cases of abstention, including reasons if any.

              5. The Secretary or their Deputy must send the meeting minutes to all Committee members and the Central Bank representative within ten (10) working days after the meeting via email, before being approved and signed by the Committee Chair and the Secretary. The Secretary should be provided with any comments and feedback within five (5) working days from receiving the meeting minutes.

              6. The Secretary must keep all reports and minutes in a manner that allows for easy retrieval. When the Chair's committee, upon the expiration of their term, provide the Central Bank representative with all documents through a handover report. The Central Bank representative will then pass the documents to the new Committee Chair.

            • 4/1/5. Responsibilities

               

              General Committee

              1.Form an Executive Committee from among its members under the name "Executive Committee," nominate its members, and also nominate three reserve members for the Executive Committee.

              2. Provide general guidance and direction to the Executive Committee regarding common issues faced by the finance sector in the Kingdom of Saudi Arabia.

              3. Monitor the activities of the Executive Committee for General Managers and evaluate its performance to ensure its effectiveness and achievement of the desired goals.

              4. Propose and make necessary amendments to this document and develop it as needed, by majority vote, provided that the Central Bank does not object to these amendments before final approval.

              Chair of the Committee

              5. Ensure the effectiveness and success of the General Committee, in addition to the ongoing follow-up of all tasks assigned to the General Committee.

              6. Develop the General Committee's plans to contribute to the accomplishment and development of the Committee's work.

              7. Manage discussions and debates in General Committee meetings and provide a conducive environment in meetings to help achieve the benefits of exchanging views and perspectives efficiently.

              8. Communicate with the Executive Committee to ensure tasks and projects assigned to it are progressing as required.

              9. Provide the Central Bank's representative with all documents through a handover report at the end of their term, so the representative can then hand over the documents to the new Committee Chair.

              10. Sign with the Secretary and approve the final version of the meeting report.

              11. Deliver to the Central Bank an updated copy of this document at the beginning of each calendar year, including the desired objectives of any changes made, if applicable.

              Vice Chair of the Committee

              12. If the Chair of the General Committee is replaced, leaves, or is relieved before the end of their term, the Vice Chair will take their place and assume all their responsibilities.

              Secretary

              13. Prepare all arrangements for meetings, including the meeting venue; organize and coordinate the proposed topics in the agenda and have it approved by the Committee Chair. Responsible for sending the agenda along with the documents to be discussed in the meeting to all Committee members and a copy to the Central Bank representative via email at least ten (10) working days before the meeting.

              14. Prepare meeting minutes after each Committee meeting, recording the names of attendees, all topics discussed, decisions voted on, objections, and cases of abstention, including reasons if any.

              15. Send the meeting minutes to all Committee members and the Central Bank representative within ten (10) working days after the meeting via email, before they are approved and signed by the Committee Chair and the Secretary. Comments and feedback should be provided to the Secretary within five (5) working days from receiving the report.

              16. Sign with the Chair on the final version of the meeting report.

              17. Keep all reports and minutes in a manner that allows for easy retrieval.

              Deputy Secretary

              18. If the Secretary of the General Committee is absent, leaves, or is relieved before the end of their term, the Deputy Secretary will take their place and assume all their responsibilities.

              Committee Members

              19. Participate in the issues, risks, and challenges facing them that impact the finance sector.

              20. Stay informed about all developments in the finance sector, including new regulations and changes to existing rules, whether from the Central Bank or other relevant regulatory bodies, in addition to keeping up with international developments.

              21. Adhere to high professionalism by actively participating in the discussions during Committee meetings.

          • 4/2. Executive Committee

            • 4/2/1. Formation of the Committee

               

              1. The General Committee shall form the Executive Committee once every two years.

              2. The Executive Committee shall be composed of the following:

              • A Chair and a Deputy Chair, who are elected by the Committee members every two years, subject to the Central Bank's approval.
              • A Secretary and a Deputy Secretary.
            • 4/2/2. Nomination and Exemption

              1. The members of the Executive Committee and the reserve members shall be nominated every two years by the General Committee members through a majority vote. The Executive Committee shall have no fewer than seven (7) members and no more than nine (9) members, and there shall be no fewer than three (3) reserve members.
              2. The Chair and Deputy Chair of the Executive Committee shall be appointed by the Executive Committee members through a majority vote every two years, following approval from the Central Bank.
              3. The Chair of the Executive Committee shall appoint a Secretary and a Deputy Secretary every two years.
              4. If any member leaves before the end of their current term, the Executive Committee shall appoint a replacement from the reserve members designated by the General Committee. The replacement member will assume the position of the resigning member until the end of the current term. The Executive Committee must notify the General Committee of the replacement member.
              5. Any member of the Executive Committee shall be exempted if they leave, are relieved, or resign from the company they represent.
            • 4/2/3. Meetings and Quorum

              1. The Executive Committee shall hold its meetings at least four times a year. It may also convene if the Chair deems it necessary or if two (2) members of the Executive Committee request it in writing.
              2. The Executive Committee shall hold its meetings at the Financial Institute or at a location agreed upon by the majority of members.
              3. A meeting of the committee is valid if attended by at least two-thirds of the members.
              4. Members of the Executive Committee are not allowed to delegate others to attend meetings or vote on decisions.
              5. Members of the Executive Committee must adhere to the planned meetings.
              6. Decisions of the Executive Committee are made by majority vote during meetings.
              7. In the event of a tie vote, the Chair’s vote will be decisive. Members who oppose a decision should record their comments in the meeting minutes.
              8. A member may abstain from voting on any decisions made in the meetings, and the reasons for abstention should be recorded in the meeting minutes.
              9. The Executive Committee may invite any expert to participate in meetings with the Chair’s approval, although they will not have voting rights.
              10. Discussions should be conducted with high professionalism and in an organized manner, ensuring that they do not include topics not listed in the agenda.
              11. All members must maintain the confidentiality of information shared within the meeting.
              12. The Chair must ensure that members adhere to the rules and regulations governing committee meetings, which all members must follow.
            • 4/2/4. Agenda, Meeting Minutes, and Reports

              1. Members should inform the Committee Chair of topics they believe will contribute to achieving the desired goals of the meetings. The Chair should consider the proposed topics when approving the agenda.
              2. The agenda should be prepared by the Secretary or their Deputy, including all topics to be discussed in the meeting, and then approved by the Committee Chair.
              3. The Secretary or their Deputy must send the agenda along with the documents to be discussed in the meeting to all Committee members and a copy to the Central Bank's representative at least ten (10) working days before the meeting via email.
              4. The Secretary must prepare meeting minutes for all meetings, which should include at a minimum the names of attendees, all topics discussed, decisions voted on, objections, and cases of abstention, including reasons if any.
              5. The Secretary or their Deputy must send the meeting minutes to all Committee members and the Central Bank's representative within ten (10) working days after the meeting via email, before they are approved and signed by the Chair and the members. Comments and feedback should be provided to the Secretary within five (5) working days from receiving the minutes.
              6. The Executive Committee must prepare a charter when establishing any sub-committee. The charter should include at a minimum the committee’s name, purpose, objectives, role, responsibilities, authority, composition, the process for nominating, appointing, and relieving members, whether the committee is permanent or temporary (with duration if temporary), meeting procedures, required reports, and their submission process. The charter must be approved by the Chair of the Executive Committee and must receive the Central Bank's approval for each sub-committee charter.
              7. When nominating members for sub-committees, there should be fair representation of licensed finance companies, ensuring no more than one representative per company on the same committee.
              8. The Executive Committee must prepare an annual comprehensive report, accompanied by all charters and necessary documents, and provide it to the General Committee and the Central Bank. The report should include at a minimum the key decisions made by the committee, the number of meetings held during the period, the names of attendees, and the names, status, and major achievements of sub-committees throughout the year.
              9. The committee must ensure clarity and accuracy in the reports it prepares.
              10. The Secretary must keep all reports, minutes, and documents in a manner that allows for easy retrieval. At the end of their term, the Chair must provide all documents to the Central Bank's representative through a handover report, so the representative can then pass the documents to the new Chair.
            • 4/2/5. Responsibilities

               

              Executive Committee

              1. Study and implement all tasks assigned to it by the General Committee.

              2. Establish temporary or permanent sub-committees, including preparing a charter that, at a minimum, covers the name of the sub-committee, its purpose and goals, its role and responsibilities, its composition, the process for appointing and relieving members, whether the committee is permanent or temporary (with duration specified if temporary), meeting procedures, required reports, and their submission process.

              3. Ensure that sub-committees comply with all applicable regulations, rules, guidelines, and instructions.

              4. The Executive Committee has the right to reconstitute any of the permanent or temporary sub-committees and to dissolve them before their term ends through a decision made by a majority vote.

              5. Evaluate and monitor the performance of existing sub-committees periodically to ensure their effectiveness.

              6. Prepare a comprehensive report, accompanied by all charters and necessary documents, and provide it to the General Committee and the Central Bank. This report should include, at a minimum, key decisions made by the committee, the number of meetings held during the period, the names of attendees, as well as the names, status, and major achievements of sub-committees throughout the year.

              7. Focus on contributing to the development of the finance sector in the Kingdom of Saudi Arabia by adhering to best practices and international standards that benefit the sector in general and its stakeholders in particular.

              8. Take necessary actions to stay updated on all developments in the finance sector, particularly those related to international standards and guidelines issued by local and international bodies that work on enhancing corporate governance practices and regulations.

              Chair of the Committee

              9. Ensure the effectiveness and success of the committee, as well as continuously follow up on all tasks assigned to the committee.

              10. Develop plans for the Executive Committee that will contribute to the accomplishment and advancement of the committee’s work.

              11. Manage discussions and debates during Executive Committee meetings, providing a conducive environment for meetings that facilitates achieving the desired benefits from exchanging opinions and viewpoints efficiently.

              12. Approve the charter for establishing any sub-committees.

              13. Define strategies and priorities for implementing committee decisions and seek new ideas to improve and develop the committee's role.

              14. Provide the Central Bank's representative with all documents through a handover report at the end of their term so the representative can then transfer the documents to the new Chair.

              15. Communicate and follow up with the Central Bank regarding pending issues, performance improvement, and achieving the committee's objectives.

              Deputy Chair of the Committee

              16. If the Chair of the Executive Committee is absent, leaves, or is relieved before the end of their term, the Deputy Chair will assume their responsibilities.

              Secretary

              17. Prepare all arrangements for meetings, including the meeting venue.

              18. Prepare the agenda, including all topics to be discussed in the meeting, and obtain approval from the Chair.

              19. Send the agenda along with the documents to be discussed in the meeting to all committee members and a copy to the Central Bank's representative at least ten (10) working days before the meeting via email.

              20. Prepare meeting minutes for all meetings, which should include at a minimum the names of attendees, all topics discussed, decisions voted on, objections, and cases of abstention, including reasons if any.

              21. Send the meeting minutes to all committee members and the Central Bank's representative within five (5) working days after the meeting via email, before they are approved and signed by the Chair and the members. Comments and feedback should be provided to the Secretary within five (5) working days from receiving the minutes.

              22. Keep all reports, minutes, and documents in a manner that allows for easy retrieval.

              Deputy Secretary

              23. If the Secretary of the Executive Committee is absent, leaves, or is relieved before the end of their term, the Deputy Secretary will assume their responsibilities.

              Committee Members

              24. Discuss all financial, operational, and regulatory issues, as well as all risks, opportunities, and key challenges they face, with the aim of exchanging expertise and achieving mutual benefits.

              25. Stay informed about all developments in the finance sector, including new rules and changes to existing rules, whether issued by the Central Bank or other relevant regulatory bodies, as well as international developments.

              26. Members must maintain high professionalism by actively participating in discussions during committee meetings.

          • 4/3. Sub-Committees

            • 4/3/1. Formation of Committees

              1. The Executive Committee shall form permanent and temporary sub-committees as needed.

              2. The Executive Committee must, at a minimum, establish permanent sub-committees to address the following topics:

              • Matters related to real estate financing.
              • Matters related to leasing financing.
              • Matters related to awareness and media.
              • Matters related to risk management.
              • Matters related to compliance, anti-money laundering, and counter-terrorism financing.
              • Matters related to financial issues.
              • Matters related to the protection of customers.

              3. Each sub-committee is composed of a Chairperson and a Vice-Chairperson, who are elected by the Executive Committee members every two years.

              4. Each sub-committee also includes a Secretary and a Deputy Secretary.

            • 4/3/2. Nomination and Exemption

              1. The Chairperson and Vice-Chairperson of the subcommittee are elected by a majority vote of the Executive Committee members every two years.

              2. The Chairperson of the subcommittee appoints a Secretary and a Deputy Secretary every two years.

              3. The Executive Committee has the right to exempt any member of the subcommittee with the approval of the Central Bank, based on a decision made by a majority vote.

              4. Any member of the subcommittee is exempted if they leave, are exempted from, or resign from the company they represent.

            • 4/3/3. Meetings and Quorum

              1. The subcommittee shall hold its meetings at least six times a year, and it may convene if the Chairperson deems it necessary.

              2. The subcommittee shall hold meetings at the Financial Institute or at a location determined by the Chairperson in Riyadh or any other place agreed upon by the majority of the members.

              3. The charter establishing the committee must include all regulations concerning meetings, including quorum and decision-making procedures.

              4. The subcommittee must adhere to the scheduled meetings as planned.

              5. The subcommittee may invite any expert to participate in meetings with the Chairperson's approval, but without voting rights.

              6. Discussions must be conducted with high professionalism, in an organized manner, and should not include topics not on the agenda.

              7. All members of the committee must maintain the confidentiality of the information exchanged during the meeting.

              8. The Chairperson must ensure that members adhere to the rules and instructions governing the committee meetings, which all members must follow.

            • 4/3/4. Agenda, Meeting Minutes, and Reports

              1. Members should inform the Chairperson of any topics they believe will contribute to achieving the objectives of the meetings. The Chairperson should consider these suggested topics when approving the agenda.

              2. The agenda should be prepared by the Secretary or their Deputy, and must include all the topics to be discussed in the meeting. It should then be approved by the Chairperson.

              3. The Secretary or their Deputy must send the agenda along with the documents to be discussed to all committee members and a copy to the Central Bank representative at least ten working days before the meeting via email.

              4. The Secretary must prepare minutes for all meetings, which should at a minimum include the names of attendees, all topics discussed, decisions made, any objections or abstentions with reasons if applicable.

              5. The Secretary or their Deputy must send the meeting minutes to all committee members and the Central Bank representative within no more than five working days after the meeting via email, before they are approved and signed by the Chairperson and members. The Secretary should receive comments and feedback within five working days of receiving the minutes.

              6. The subcommittee must prepare an annual comprehensive report, accompanied by all necessary documents, to be provided to the Executive Committee and the Central Bank. This report should, at a minimum, include the key decisions of the committee, significant achievements, difficulties encountered, suggestions, as well as the number of meetings held during the period and the names of attendees.

              7. The committee should ensure clarity and accuracy in the minutes and reports it prepares.

              8. The Secretary must archive all reports, minutes, and documents for easy retrieval. Upon the expiration of their term, the Chairperson should provide all documents to the Central Bank representative through a handover report, allowing the Central Bank representative to transfer the documents to the new Chairperson.

              9.The charter establishing the committees will govern any additional documents that the committee deems necessary to include.

            • 4/3/5. Responsibilities

              Subcommittees

              1. Discuss all topics and related issues, and provide recommendations to the Executive Committee for review and final decisions.

              2. Carry out all tasks assigned by the Executive Committee and regularly report on the progress of these tasks to the Executive Committee.

              3. Subcommittees are responsible for all tasks deemed to fall under their purview by the Executive Committee.

              4. Prepare an annual comprehensive report, accompanied by all necessary documents, to be provided to the Executive Committee and the Central Bank. This report should include at a minimum the key decisions made by the subcommittee, major achievements, difficulties encountered, suggestions, the number of meetings held during the period, and the names of attendees.

              Chairperson

              5. Ensure the effectiveness and success of the subcommittee; it is also their responsibility to continuously monitor all tasks assigned to the subcommittee.

              6. Manage discussions and debates during meetings, and create a conducive environment that facilitates professional and efficient exchange of opinions and viewpoints.

              7. Communicate with the Executive Committee and follow up on tasks with them, and provide them with all recommendations, reports, and other relevant information.

              8. Hand over all documents to the Central Bank representative through a handover report upon the expiration of their term, so that the Central Bank representative can then transfer the documents to the new Chairperson.

              Vice-Chairperson

              9. In the absence, departure, or early exemption of the Chairperson, the Vice-Chairperson will assume their responsibilities and duties.

              Secretary

              10. Prepare all arrangements for meetings, including the meeting location.

              11. Prepare the agenda, ensuring it includes all topics to be discussed in the meeting, and obtain approval from the Chairperson.

              12. Send the agenda along with the documents to be discussed to all committee members and a copy to the Central Bank representative at least ten working days before the meeting via email.

              13. Prepare minutes for all meetings, which should at a minimum include the names of attendees, all topics discussed, decisions made, any objections or abstentions with reasons if applicable.

              14 .Send the meeting minutes to all committee members and the Central Bank representative within no more than five working days after the meeting via email, before they are approved and signed by the Chairperson and members. The Secretary should receive feedback within five working days of receiving the minutes.

              15. Archive all reports, minutes, and documents for easy retrieval.

              Deputy Secretary

              16. In the absence, departure, or early exemption of the Secretary, the Deputy Secretary will assume their responsibilities and duties.

        • 5. Saudi Central Bank

          • 5/1. Role of the Central Bank

            1. The Central Bank performs its supervisory and regulatory role in committee meetings by appointing one or more qualified individuals to attend all committee meetings as "observers."

            2. Committee meetings are held with the Central Bank’s knowledge and approval; the institution's representative must be provided with meeting schedules and minutes. The Central Bank has the right to propose amendments or additions to the minutes.

            3. The Central Bank reviews proposals submitted by the executive committee on supervisory and regulatory matters, as well as other topics.

          • 5/2. Role of the Central Bank Representative(s)

            1. The representative of the central bank attends committee meetings as an "observer," and their role is limited to supervision and oversight. They do not have the right to vote on any decisions or proposals.

            2. The representative of the central bank ensures that financing companies are aware of all central bank instructions and directives, to ensure the committee operates efficiently and effectively.

            3. During meetings, the central bank representative provides committee members with documents related to the committee’s work.

            4. The central bank representative acts as the liaison between the central bank and the committees.

          • 5/3. Proposals Submitted by the Committees

            1. All proposals issued by various sub-committees must be submitted to the executive committee for review and evaluation. The executive committee will then study the proposals.

            2. Opinions and proposals submitted to the central bank must have been thoroughly discussed by the executive committee.

            3. The executive committee should conduct research and analysis and review best practices and local and international standards to ensure the effectiveness of the proposal before submitting it to the central bank.

            4. The proposal submitted to the central bank should clearly outline the nature of the issues being addressed, current practices both locally and internationally in dealing with such issues, and analyze the advantages and disadvantages of the current situation along with the proposed changes.

            5. The proposal submitted to the central bank must include the following minimum information:

            •  The main topic in a specific and clear manner.
            •  Key problems and current and potential risks.
            • Available alternatives.
            •  Sector practices related to the proposed topic, including references to best practices.
            •  Recommendations.
            •  Identification of necessary resources and methods for securing them.
    • Prudential and Supervisory Requirements

      • Rules on Liquidity Risk Management

        No: 43064977 Date(g): 14/3/2022 | Date(h): 11/8/1443Status: In-Force

         

        Based on the powers granted to the Central Bank under the Finance Companies Control Law issued by Royal Decree No. (M/51) dated 13/08/1433H.

        Please find enclosed a copy of the Rules on Liquidity Risk Management for finance companies, as these rules must be complied with by January 1, 2023 G. Note that companies must provide the Central Bank with monthly reports starting from the end of March 2022G. The mechanism for complying with these rules can be sent by email to: (Compliancefcc@sama.gov.sa).

         

        • 1. General Requirements

          • 1.2 Objective of the Rules

            The main objective of these Rules is to strengthen the liquidity risk management process in finance companies and enable them to establish robust liquidity risk management framework for identification, measurement, monitoring and controlling liquidity risk exposures under normal and stressed conditions. 
             
            Effective liquidity risk management is important to ensure finance company's ability to meet cash flow obligations including contingent obligations (either contractual or non-contractual) and maintaining sound funding and liquidity profiles. 
             
          • 1.3 Scope of Implementation

            These Rules shall be applicable on all finance companies and refinance companies licensed pursuant to Finance Companies Control Law. 
             
          • 1.4 Definitions

            The following terms and phrases, where used in these Rules, should have the corresponding meanings unless the context requires otherwise: 
             
            SAMA:The Saudi Central Bank
             
            Rules:Rules Governing Liquidity Risk Management
             
            Liquidity:The capacity of a company to generate sufficient cash or its equivalent in a timely manner, without incurring unacceptable losses to meet its commitments as they fall due and to fund new business opportunities.
             
            Liquidity risk:The risk that a company will not be able to meet efficiently both expected and unexpected current and future cash flow and collateral needs without affecting either daily operations or the financial condition of the company due to insufficient liquid assets, an inability to liquidate assets, or to obtain adequate funding.
             
             Liquidity risk comprises both funding liquidity risk and market liquidity risk.
             
             a.Funding liquidity risk is the risk that the finance company will not be able to meet efficiently both expected and unexpected current and future cash flow.
             
             b.Market liquidity risk is the risk that a company cannot easily offset or eliminate a position without significantly affecting the market price because of inadequate market depth or market disruption.
             
            Liquidity Risk Tolerance:The maximum level of risk that a finance company is willing to accept, keeping in view not only normal times but also possible stress situations
             
            Net cash outflows:The cumulative expected cash outflows minus cumulative expected cash inflows arising in the time period under consideration.
             
            High Quality Liquid Assets (HQLA):Assets that can be easily and immediately converted into cash at little or no loss of value. The liquidity of an asset depends on the underlying stress scenario, the volume to be monetized and the timeframe considered.
             
            Unencumbered Assets:Assets not pledged either explicitly or implicitly in any way to secure, collateralize or credit enhance any transaction and are not held as a hedge for any other exposure.
             
            Contractual Maturity Mismatch:The gap between the contractual inflows and outflows of liquidity for defined time bands. These maturity gaps indicate how much liquidity a company would potentially need to raise in each of these time bands if all flows occurred at the earliest possible date.
             
            Stress Test:The assessment of the vulnerability of a company to internal and external shocks. Typically, it applies 'what if' scenarios and attempts to estimate the expected losses from shocks including capturing the impact of large, but plausible events. Stress testing methods include scenario tests based on historical events and information on hypothetical but plausible future events. Stress tests also include sensitivity analysis.
             
            Contingency Funding Plan (CFP):A contingency funding plan (CFP) addresses a company's strategy for handling liquidity crises. It describes procedures for managing and making up cash flow shortfalls in stress situations.
             
        • 2. Liquidity Risk Governance

          The Board of Directors is ultimately responsible for the liquidity risk assumed by the finance company and should ensure that the company has the necessary liquidity risk management framework and is capable of dealing with normal and stressed scenarios. The strategy and significant policies related to the management of liquidity risk should be approved by the Board of Directors. The Board is responsible for: 
           
           a.Establishing liquidity risk tolerance, which should define the level of liquidity risk that the company is willing to assume in line with its business strategy;
           b.Instituting an appropriate organization structure with clearly defined roles and responsibilities for management of liquidity risk exposure.
           c.Reviewing and approving the liquidity risk strategy and liquidity risk management policies including contingency funding plan and liquidity stress testing framework at least on an annual basis;
           d.Continuously monitoring the company's performance and overall liquidity risk profile through reviewing various reports. The Board should be informed regularly of the liquidity situation of the company and immediately if there are any material changes in the company's current or prospective liquidity position; and
           e.Ensuring that senior management takes necessary steps to identify, measure, monitor, control and report on liquidity risk. The Board should also ensure that senior management transforms board-approved strategies and policies into detailed and well-documented guidance, procedures and operating instructions that are properly aligned from risk and reward perspectives.
           
          The governance structure of the company should specify the roles and responsibilities of senior management, as well as various functional and business units, including that of the risk management department, with appropriate segregation between operational and monitoring functions. Function responsible for monitoring of liquidity risk management should be independent of risk taking units to avoid any conflict of interest and ensure that the monitoring responsibilities are discharged effectively. Senior management of the company has responsibility for executing the liquidity risk management strategy and policies approved by the Board in an integrated manner and ensuring that liquidity is effectively managed by establishing appropriate processes and controls to limit and monitor material sources of liquidity risk. 
           
          Senior management should have a thorough understanding of how other risks, including credit, market and operational risk impact on the company's overall liquidity strategy and position. Senior management is responsible for ensuring implementation of adequate internal controls and audit mechanism to safeguard integrity of liquidity risk management process in the company. 
           
          Finance companies are recommended to establish an asset and liability committee (ALCO), comprised of senior management including CEO, personnel from the risk management function, treasury function, financial control function and other key business areas that affect the company's liquidity risk profile, to oversee liquidity risk management. The Board should define the mandate of this committee in terms of planning, directing and managing the liquidity risk. 
           
          The committee members should ensure that the framework established for liquidity risk management is able to adequately identify and measure the risk exposure and provide timely, accurate and relevant reports to senior management, the Board and SAMA about the company's liquidity risk exposure. 
           
          Cash flow mismatch, asset liability maturity gaps, key assumptions used in the preparation of cash flow forecasts, early warning signals, funding concentration, available funding including the status of contingent funding sources and availability of collaterals, among other things, can be reported to senior management and other stakeholders including SAMA through quarterly risk reports or other reports specified in this regard. 
           
        • 3. Liquidity Risk Strategies, Policies and Procedures

          Senior management should develop well documented, sound and prudent strategy, policies and practices to manage liquidity risk in accordance with the risk tolerance and to ensure that the company maintains sufficient liquidity. 
           
          The risk tolerance level should be adequately documented, expressed in qualitative and quantitative terms, consistent with the size, sophistication, business objectives, relevant funding markets and overall risk appetite of the company. The risk tolerance should reflect the company's assessment of the sources of liquidity risk it faces and should ensure that the company prudently manages its liquidity in normal times and is also able to sustain an extended period of stress. The liquidity risk tolerance should be reviewed, at minimum, on an annual basis. The quantitative measures may include but are not limited to liquid asset holdings, maturity mismatches, concentration of funding and contingent liquidity obligations, and other limits on liquidity indicators used for controlling different aspects of liquidity risk. 
           
          The liquidity risk management policies of the company should include below in detail, among other things: 
           
           a.Sources of liquidity risks;
           b.Liquidity risk appetite and tolerance established by the Board;
           c.Liquidity risk management strategy, including the goals and objectives underlying the strategy;
           d.Asset, liability and off-balance sheet composition;
           e.Diversification of funding sources;
           f.Liquidity risk management responsibilities, with clearly defined lines of authority, responsibilities and reporting structure;
           g.Liquidity risk management systems and tools for measuring, monitoring, controlling and reporting liquidity risk, including the setting of various liquidity limits and ratios, the rationale for establishing limits and ratios and the process for escalating exceptions;
           h.The policy for conducting cash-flow projections over an appropriate set of time horizons;
           i.Liquidity stress testing requirements including the roles and responsibilities, frequency, techniques, scenarios and related key assumptions to be used;
           j.The size and composition of liquid assets that are readily available in a stressed environment;
           k.Contingency funding plans; and
           I.Collateral management including pledging and assignment.
           
          Finance companies should establish appropriate procedures to implement their liquidity policies. The procedure document should explicitly narrate the necessary operational steps and processes to execute the relevant liquidity risk controls. The procedures should be periodically reviewed and updated to take into account new activities, changes in risk management approaches and systems. 
           
        • 4. Liquidity Risk Identification, Measurement and Management

          Finance companies should have a sound process for identifying, measuring, monitoring and managing liquidity risk. This should include a robust framework for systematically projecting cash flows arising from assets, liabilities and off-balance sheet items over appropriate time horizons. 
           
          • 4.1 Identification of Liquidity Risk

            A finance company should identify and document all liquidity risk it is exposed to, in the short and long term, arising from company-specific or market-wide events. In the process of identification, the company should identify and recognize each significant on-and off-balance sheet position that can have an impact on its liquidity in normal and stressed conditions. The company should consider the types of events that can expose it to liquidity risk including the impact of other financial risks such as credit, market and operational risks. 
             
            Liquidity risk can also arise due to failure or weaknesses in business decisions and company policies, including shortcomings in business strategy. Indicators of liquidity risk, inter alia, may include a high concentration in particular asset or liabilities, asset-liability maturity mismatches, deterioration of the company's financial conditions evident from decreased earnings, deterioration in asset quality and credit rating, increased funding costs and collateral requirements, rapid growth in assets funded with less stable sources of funding, repeated instances of approaching or breaching tolerance limits and deterioration in market indicators (e.g., share price) that are correlated with the financial condition of the company. 
             
            A finance company should identify incidents that can negatively influence its perception in the marketplace about creditworthiness and fulfillment of its obligations and hence leading to liquidity risk. 
             
          • 4.2 Measurement of Liquidity Risk

            Finance companies should have documented and well tested methodologies for measuring liquidity risk which are updated on regular basis to reflect changing market conditions. For measuring liquidity risk, a finance company may use a range of measurement techniques, time horizons and levels of granularity. 
             
            A finance company should be able to measure and forecast its future cash flows arising from all of its positions, whether on-or off-balance sheet, over a range of time horizons in order to assess its exposure to changes in cash flows and liquidity needs over time, considering the composition of its balance sheet. These time horizons range from weekly and monthly for short-term liquidity assessments, up to one year for medium-term, and over one year for longer-term assessments. 
             
            Finance companies should use an appropriate method to calculate the net funding requirement. Companies may use cash-flow mismatch or maturity gap for calculating the net funding requirement, which is based on an estimation of the amount and timing of future cash flows with respect to contractual or expected maturity. The calculation of net funding requirements involves the construction of a maturity ladder to analyze prospective cash flows based on assumptions of the future behavior of assets, liabilities and off-balance sheet items and then the calculation of a cumulative net excess or deficit in funding at a series of points in time. The negative maturity gaps or deficits indicate the level of liquidity a company would possibly need to raise in each of the time bands if all outflows occurred at the earliest possible date. 
             
            In order to ensure the reliability of the forecasting process, finance companies should implement appropriate internal controls on data aggregation and processing including validation and plausibility checks. Finance companies should also ensure that the assumptions it makes are practical, realistic and properly documented. The validations and back-testing results should be properly documented and communicated to senior management. 
             
            Finance companies should set limits for controlling liquidity risk exposure and ensure that they do not have a level of outflows which cannot be funded in the market, taking account of their risk tolerance and historical record. Depending upon their size, nature of operations and business model, finance companies may set internal limits on funding concentrations, discrete or cumulative cash flow mismatches or gaps over time horizons and stress scenarios, cash flow coverage, liquidity buffers, cost of funding, liquid assets ratio, counterparty exposures and undrawn commitments, etc. 
             
            Finance companies using originate-to-distribute business models, relying on securitization markets as a source of continual funding, should also consider setting limits on the size of their loan inventory pipeline, since securitization markets may become unreliable during stressed periods. 
             
          • 4.3 Management of Liquidity Risk

            Finance companies should establish a funding strategy for effective diversification in the sources and tenor of funding. Companies should establish strong relationship with fund providers and presence in different funding markets to ensure continued access to diversified and reliable funding sources. The company should frequently assess its ability to raise funds quickly from each funding source and should identity the key factors affecting this ability and monitor them closely to ensure that the assessment of fundraising capacity remains valid. 
             
            A finance company should maintain a cushion of unencumbered high quality liquid assets as a readily available source of funding to meet unexpected net cash outflows and survive a liquidity stress event. Availability of sufficient stock of high quality liquid assets allows the company necessary time to access alternative sources of funding until other longer term measures can be implemented. Assets are considered to be high quality liquid if they can be easily and immediately converted into cash at little or no loss of value. The liquidity generating capacity of these assets is assumed to remain intact in periods of market stress, in addition to ease and certainty of valuation and low volatility in prices. 
             
            In determining the appropriate level of liquid assets relative to the company's liquidity risk profile, finance companies should consider, among other things, the stability of funding sources, cost and diversity of funding (companies with higher funding costs compared to similar peers and/or those that rely on a limited number of funding sources may need to hold a larger stock of liquid assets), short-term funding requirements (companies with a funding mix geared towards shorter term maturity of liabilities should hold a larger stock of liquid assets) and contingent funding needs. 
             
            Assets normally pledged to secure specific obligations should be excluded from the stock of liquid assets that are available to meet unexpected cash shortfalls. 
             
            Finance companies should ascertain their collateral needs for secured funding to manage their liquidity over various time horizons in both normal and stressed times. A finance company should actively manage its collateral positions, differentiating between encumbered and unencumbered assets. Unencumbered assets have the potential to be used as collateral to raise additional secured funding in secondary markets and as such may potentially be additional sources of liquidity for the company. 
             
            SAMA may also impose specific limits for controlling liquidity risk exposure of finance companies as and when deemed necessary. 
             
        • 5. Stress Testing and Scenario Analysis

          Finance companies are required to develop a comprehensive liquidity stress testing program that considers multiple scenarios of varying degrees of stress and time horizons. 
           
          A finance company should conduct stress tests on a regular basis for a variety of short-term and long-term company-specific and general market plausible stress scenarios individually and in combination. A periodic stress test will help a company in identification of sources of potential liquidity stress and ensuring that current liquidity risk exposures remain within the established liquidity risk tolerance. Finance companies should also include sensitivity analyses in their stress testing along with scenario analysis. While scenario analyses simultaneously examine the effect of several risk factors on liquidity, sensitivity analyses test the dependence on a selected risk factor. 
           
          The assumptions underlying the behavior of the cash flows of assets, liabilities and off-balance sheet items should be clearly detailed under all stress scenarios and approved by ALCO. 
           
          The results of stress testing exercises should be compared against the stated risk tolerance of the company and used as the basis for limit setting, preparing effective contingency funding plan and adjusting liquidity risk management strategies and policies. 
           
          Stress testing results should be reviewed by senior management and along with resulting actions, be reported to and discussed with the Board of Directors. 
           
        • 6. Contingency Funding Plan

          Finance companies should have Contingency Funding Plan (CFP) in place that addresses the strategy for handling liquidity crises and include procedures for making up cash flow shortfalls in stressed conditions. The plan should clearly spell out the available funding sources and the magnitude of funds that can be generated from such sources, including the expected time needed to exploit the additional funding. 
           
          A CFP should contain policies and procedures for management of diverse range of liquidity stress scenarios, identify the authority responsible for activating the plan, define roles and responsibilities of personnel involved in implementation, set escalation procedure and requirement to periodically test and update the plan to ensure its robustness. 
           
          An effective CFP should include: 
           
           a.A description of what constitutes a "liquidity crises event" for the company in quantitative and qualitative terms;
           b.A set of quantitative and qualitative early warning indicators (EWI) to identify an approaching liquidity crisis event. The responsibility and frequency of monitoring each of the EWIs should be clearly documented. Frequent reviews of EWIs should be conducted to ensure they remain relevant;
           c.A list of options for dealing with stress events at different time horizons;
           d.Clear designation of the roles and responsibilities of various personnel involved in the management of CFP and for the stress event in question;
           e.A plan for modifying on-balance sheet asset and liability composition and maturities (e.g., held to mature assets to be liquidated, negotiating extension in the maturity of liabilities etc.,) considering the time to execute for any such plan;
           f.A list of alternate sources of funding in the order of their priority including identification of any backup facilities. An assessment of required time to access each source, the conditions and limitations to their use and the circumstances where the company might use such funding sources should also be documented in a CFP. Management should understand the various legal, financial, and logistical constraints, such as notice periods, collateral requirements, or other covenants that could affect the company's ability to use backup facilities;
           g.A process to track and monitor eligible collaterals for securing backup facilities;
           h.Specific procedures and reporting requirements to ensure timely and uninterrupted information flows to senior management including parameters for escalating any issue to senior management and the Board; and
           i.Plans and procedures for internal communication and interactions between various functions, as well as external communication with supervisory authorities and other stakeholders.
           
          Finance companies should test and update the CFP, at minimum, on an annual basis to ensure its effectiveness and operational feasibility in the dynamic market conditions. The development and ongoing testing and update of CFPs should be integrated within the company's liquidity stress testing plan and CFPs should be adjusted, where required, in light of the stress test results. 
           
        • 7. Internal Controls

          Finance companies should have adequate internal controls to ensure the integrity of their liquidity risk management process. These should be an integral part of the company's overall system of internal controls aimed at promoting effective and efficient operations, reliable financial and regulatory reporting, and compliance with relevant laws, regulations and company policies. 
           
          A system of internal control for effective liquidity risk management will typically include: 
           
           a.A robust control environment;
           b.A comprehensive process for identification and assessment of liquidity risk;
           c.Control activities such as policies and procedures and segregation of duties;
           d.An effective management information systems; and
           e.Continuous review of compliance with established policies and procedures.
           
          Control activities should be adequately documented in the company's policies and procedures and implemented, including the process for limit review, handling limit exceptions, authorization to set and change limits, escalation procedures and requirement for sign-off by senior management, to provide reasonable assurance that the company's liquidity risk management objectives are achieved. 
           
          An effective system of internal controls over liquidity risk includes attributes of a sound liquidity risk management process i.e., liquidity risk identification, measurement, monitoring and reporting. It is expected that finance companies will have systems in place to enable senior management to ensure compliance with company's liquidity risk management policies, manage liquidity risk exposure and analyze risk tolerance through the use of limits and early warning indicators. Finance companies should ensure that all aspects of the internal control system are effective. 
           
          The internal audit function should also periodically review the liquidity management process in order to identify any weaknesses or deficiencies. Deficiencies highlighted by the internal auditor should be addressed by management in a timely and effective manner. 
           
        • 8. Implementation

          These Rules shall come into force with effect from 1 January 2023. 
           
          Finance companies should adjust their liquidity risk management processes and regulatory reporting systems to satisfy the requirements specified in these Rules. 
           
      • Rules Governing Credit Risk Exposure Classification and Provisioning

        No: 42022533 Date(g): 23/11/2020 | Date(h): 8/4/1442

        In reference to the powers granted to SAMA under the Finance Companies Control Law issued by Royal Decree No. (M/51) dated 13/08/1433H, and based on Article 13 of the Finance Companies Control Law, which stipulates that "The finance company shall allocate a provision for contingent operation losses in accordance with the criteria specified under the Regulations."

        Please find attached a copy of the Rules Governing Credit Risk Exposure Classification and Provisioning for Finance Companies, which will be effective starting from 01/07/2021G.

        For your information and action accordingly.

        • 1. General Requirements

          • 1.1 Introduction

            SAMA issued these rules in exercise of the powers vested upon it under Finance Companies Control Law promulgated by the Royal Decree No. (M/51) on 13/08/1433H and in pursuance of the Implementing Regulation of Finance Companies Control Law promulgated by the resolution of the Governor No (2/M U T) dated 14/04/1434H
             
            In reference to Article no. 13 of Finance Companies Control Law "The finance company shall allocate a provision for contingent operation losses in accordance with the criteria specified under the Regulations," and Article 62 of the Implementing Regulation of the Finance Companies Control Law "The finance company must set provisions for contingent losses and risks in accordance with international accounting standards. SAMA may require the finance company to make one or more additional provisions for such losses and risks." 
             
            These Rules set out the minimum requirements on Credit Risk Exposure Classification and Provisioning. A finance company's credit risk exposure classification and provisioning are components of its credit risk management framework. Credit Risk Management must be performed by finance companies through the use of appropriate policies, procedures, and controls that identify, measure, monitor, control and report the actual credit risk of the finance company. Finance companies will not be able to achieve compliance with these Rules unless there is an effective and robust Credit Risk Management Framework that is commensurate with the nature, size, complexity and level of their credit risk exposure. As a result, finance companies must first conduct an analysis of current risk management framework to determine what adjustments are necessary as a result of these Rules, and implement the necessary remediating actions to ensure full compliance by the effective date. 
             
            It should be noted that the Board of Directors and Management of the finance company are responsible to set adequate policies and procedures, maintaining sound asset quality, having an adequate level of provisions and general reserve for credit losses at all times, and having effective exposure approval management and classification procedures, as well as an appropriate framework for dealing with problem exposures. 
             
          • 1.2 Objective of the Rules

            The main objectives of these Rules are to enable finance companies to: 
             
            i.Evaluate the degree of credit risk associated with exposures;
             
            ii.Prudently value exposure portfolio;
             
            iii.Determine and make adequate provisions for expected credit losses following robust governance; and
             
            iv.Achieve uniformity and consistency in exposure classification and provisioning methodologies.
             
          • 1.4 Definitions

            The following terms and phrases, where used in these Rules, should have the corresponding meanings, unless the context requires otherwise: 
             
            SAMA:Saudi Central Bank
             
            Rules:Rules Governing Credit Risk Exposure Classification and Provisioning
             
            Credit Exposure:As prescribed by IFRS 9, this include loans and advances and other types of on- and off-balance sheet credit exposure (financial guarantees, bid and unutilized un-cancellable commitments and others), accrued commission/income receivable, commitments and contingent liabilities and any other commission / non-commission bearing credit- related instruments and arrangements. This will also include investments in nontrading debt securities (long-term/held-to-maturity investments) e.g. certificates of deposit, commercial papers and other negotiable debt instruments.
             
            Restructured Exposure:Any exposure arrangement in which the original terms and conditions have been changed or modified. Normal annual renewal of exposures should not be categorized as restructured exposure. Restructuring may occur in the form of either forbearance or renegotiation. Forborne Exposure and Renegotiated Exposure are defined as below:
             
             a.Forborne Exposure: Any exposure arrangement in which the original terms and conditions have been changed or modified such that the modified terms result in a concession to the borrower, and the modification, which would not have been otherwise granted, was granted as a result of the borrower's financial difficulty.
             b.Renegotiated and/or Refinanced and/or Rescheduled Exposure: Any exposure arrangement in which the original terms and conditions have been modified. However, the modification does not necessarily results in a concession to the borrower and the modification was not granted as a result of the borrower's financial difficulty. These 3 terms have the same interchangeable meanings and should be used accordingly, if needed. Any other new term should be discussed with SAMA before using in practice.
             
            Probability of Default:Measures the estimated likelihood of default over a time horizon as prescribed by IFRS 9.
             
            Exposure at Default:As prescribed by IFRS 9, it measures estimated risk exposure at the time of likely default taking into consideration any prepayments, repayments of principal and interest, and drawdowns. This includes both on and off-balance sheet exposure. No consideration is given to collateral when determining the exposure at default.
             
            Loss Given Default:Measures the estimated risk of loss as prescribed by IFRS 9 i.e. the risk exposure adjusted for collateral and other recovery proceeds, fluctuation in market value and realization costs. Eligible collateral as elaborated in Annexure 1 should be included in the Loss Given Default calculation.
             
            Financial Asset:As prescribed by IFRS 9, a financial asset is any asset that is cash, an equity instrument of another entity, a contractual right to receive cash or another financial asset from another entity or to exchange financial asset or financial liabilities with another entity under conditions that are potentially favorable to the entity. This includes derivative and non-derivative contracts.
             
            Expected credit loss:As prescribed by IFRS 9, the estimated credit losses expected to be incurred from the occurrence of a credit event, e.g. default.
             
            Lifetime expected credit loss:As prescribed by IFRS 9, the expected credit losses that result from all possible default events over the life of the financial asset.
             
            12-month expected creditloss:As prescribed by IFRS 9, the expected credit losses that result from those default events on the financial asset that are possible within 12 months after the reporting date.
             
            Stage 1 Exposure:As prescribed by IFRS 9, any exposure for which there is no significant increase in credit risk since origination or otherwise are considered high quality (i.e. rated of investment grade) or exhibit indicators of low credit risk. This exposure can be mapped to "Regular" Loans regulatory category (for the naming convention only) given in SAMA previous circular on Provisions Guidelines issued on 27/04/1438H.
             
            Stage 2 Exposure:As prescribed by IFRS 9, any exposure for which there is a significant increase in credit risk since origination. This includes rebuttable presumption that the credit risk has increased significantly when contractual payments are more than 30 days past due. This exposure can be mapped to "Special Monitoring Accounts and Substandard" regulatory category (for the naming convention only keeping in view conservatism of IFRS 9) given in SAMA previous circular on Provisions Guidelines issued on 27/04/1438H.
             
             There are 2 categories in Stage 2 exposures as defined in these rules for regulatory reporting purposes only and not for accounting purposes, i.e. Stage 2A and Stage 2B. Stage 2A or Special Monitoring Account category represents lower levels of credit risk within the stage 2 allocation while Stage 2B or substandard category represents moderate levels of credit risk within the stage 2 allocation.
             
            Stage 3 Exposure:prescribed by IFRS 9, any exposure which is assessed as impaired or otherwise is in default as determined in Section 8 of these Rules. This includes the fact that the credit risk has significantly increased when contractual payments are more than 90 days past due. This exposure can be mapped to "Doubtful and Loss" regulatory categories (for the naming convention only keeping in view conservatism of IFRS 9) given in SAMA previous circular on Provisions Guidelines issued on 27/04/1438H.
             
             There are 2 categories in Stage 3 exposures as defined in these rules, for regulatory reporting purposes only and not for accounting purposes, i.e. Stage 3A and Stage 3B. Stage 3A or Doubtful category represents higher levels of credit risk leading to impairment within the stage 3 allocation and exposures currently in cure period while Stage 3B or Loss category represents impaired/defaulted exposures within the stage 3 allocation.
             
            Past due:As prescribed by IFRS 9, an exposure where any amount due under the contract (interest, principal, fee or other amount) has not been paid in full at the date when it was due. An exposure should be considered past due from the first day of missed payment (scheduled payment date as per original or modified contract), even when the amount of the exposure or the past-due amount, as applicable, is not considered material (materiality means greater than 5% of total exposure).
             
            Problem loans:Loans that display well-defined weaknesses or signs of potential problems. Problem loans should be classified by the company in accordance with accounting standards, and consistent with relevant regulations, as one or more of:
             
             a.non-performing;
             b.subject to restructuring on account of inability to service contractual payments;
             c.IFRS 9 Stages 2; and exhibiting signs of significant credit deterioration or Stage 3;
             d.under watch-list, early warning or enhanced monitoring measures; or
             e.where concerns exist over the future stability of the borrower or on its ability to meet financial obligations as they fall due.
             
            Net realizable amount:It is the amount the finance company is expected to receive in the ordinary course of business less the estimated costs of recovery. This should follow the same requirements as given in the Accounting Standards and practically followed by the finance companies i.e., the outstanding amount less the actual collateral held and recovery related costs.
             
        • 2. Governance

          It is the responsibility of the board of directors of finance companies to maintain ECL provisions at an adequate level and to oversee that the company has adopted appropriate credit risk practices for the assessment and measurement of ECL provisions, in accordance with the company's stated policies and procedures, the applicable accounting framework and relevant SAMA rules and guidance. 
           
          Establishing a strong governance and controls framework over ECL estimation and reporting, focusing on data integrity and model validation is a key focus area for those charged with governance. A robust framework for assessing credit risk and measuring the level of provisions should include, but not limited to the following: 
           
          i.Clearly define key terms related to the assessment and measurement of ECL (such as loss events or default, SICR,etc.);
           
          ii.Identify and describe roles and responsibilities of functions and personnel involved;
           
          iii.Include, for collectively evaluated exposures, a description of the basis for creating groups of portfolios of exposures with shared credit risk characteristics;
           
          iv.Identify and document the ECL assessment and measurement methods (such as a loss rate method, probability of default (PD)/loss-given-default (LGD) method, or other) to be applied to each exposure or portfolio;
           
          v.Document the inputs, data and assumptions used in the ECL estimation process (such as historical loss rates, PD/LGD estimates and economic forecasts), how the life of an exposure or portfolio is determined (including how expected prepayments have been considered), the historical time period over which loss experience is evaluated, and any qualitative adjustments. Examples of factors that may require qualitative adjustments are the existence of concentrations of credit risk and changes in the level of such concentrations, increased usage of exposure modifications, changes in expectations of macroeconomic trends and conditions, and/or the effects of changes in underwriting standards and lending policies;
           
          vi.Include a process for evaluating the appropriateness of significant inputs and assumptions into the ECL measurement method chosen. It is expected that the basis for inputs and assumptions used in the estimation process will generally be consistent period to period. Where inputs and assumptions change, the rationale should be documented;
           
          vii.Address how ECL rates are determined (e.g., historical loss rates or migration analysis as a starting point, adjusted for current conditions, forward-looking information and macroeconomic factors). A finance company should have a realistic view of its lending activities and consider forward-looking information that is reasonably available, macroeconomic factors, and the uncertainty and risks inherent in its lending activities when estimating ECL. To ensure alignment and consistency of macroeconomic factors used to create ECL models, SAMA may require, at its discretion, finance companies to consider the possible effects of certain indexes and economic factors in a specific manner, from time to time.
           
          viii.Consider the appropriateness of historical data/experience in relation to current conditions, forwardlooking information and macroeconomic factors, and document how management's experienced judgment is used to assess and measure ECL;
           
          ix.Determine the extent to which the value of collateral and other credit risk mitigants incorporated in the lending agreements affect ECL;
           
          x.Include criteria for restructurings/modifications of lending exposures and their impact on ECL;
           
          xi.Outline the company's policies and procedures on write-offs and recoveries;
           
          xii.Document the methods used to validate models used for ECL measurement (e.g., back-tests) including model risk management;
           
          xiii.Review, evaluate, update, and report on the adequacy of expected credit losses by Internal Auditors as a third line of defense on an annual basis. Where a finance company's Internal Auditor is unable to perform such reviews, the company may engage an independent third party to provide assurance to the Board of Directors and Senior Management on the quality and effectiveness of the internal controls, risk management and governance systems and processes set up under the IFRS 9 framework;
           
          xiv.Providing relevant, timely, accurate and useful disclosures on expected credit losses in accordance with internal, regulatory, and accounting requirements; and
           
          xv.Establish key performance indicators (KPIs) relating to ECL estimation and processes for regular reporting of those KPIs. For example, staging assessment KPIs might include how many credit exposures moved directly from Stage 1 to Stage 3 and how many credit exposures are moved to Stage 2 only because they are 30 days past due (and not flagged by other transfer criteria prior to delinquency) or operational performance KPI may include input data completeness, exposure reconciled, etc.
           
          The framework must be reviewed at least annually, or more frequently when the need arises especially when new information becomes available during the quarterly expected credit loss assessment process. 
           
        • 3. Credit Risk Classification

          Finance companies will be required to classify exposures on an individual or collective basis in one of three stages or regulatory categories based on their original credit risk at origination and the change in credit risk at reporting date since origination. SAMA encourages finance companies to adopt General Approach for measuring expected credit losses (ECL). 
           
          SAMA has provided mapping of IFRS 9 stages to regulatory categories (for the naming convention only keeping in view conservatism of IFRS 9) i.e. Regular, Special Monitoring Accounts, Substandard, Doubtful and Loss categories. The definitions given in SAMA previous circular on Provisions Guidelines (Circular No. 381000046342 dated 27/04/1438H) for these regulatory categories should no longer be used while applying the requirements of this new circular. 
           
          • 3.1 Stage 1 or Regular Category

            Any exposure for which there is no significant increase in credit risk since origination (SICR) or otherwise are considered high quality or exhibit indicators of low credit risk. Indicators of low credit risk include, but are not limited to: 
             
            i.The borrower has a low risk of default;
             
            ii.The payments are not past due by more than 30 days;
             
            iii.The borrower has a strong capacity to meet contractual cash flow obligations in the near term; and
             
            iv.Adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil contractual cash flow obligations.
             
          • 3.2 Stage 2 or Special Monitoring Accounts/Substandard Category

            Any exposure for which there is significant increase in credit risk since origination. Each finance company must clearly define what it considers to be significant increase in credit risk. Such indicators may include, but are not limited to: 
             
            i.The borrower has a moderate risk of default;
             
            ii.The payments are past due by more than 30 days; this is rebuttable only for direct exposures to the Government, Government Agencies or Ministries (or equivalent entities including contractors working directly for a governmental entity in cases where the delay is not due to performance issues);
             
            iii.The borrower has a weak or deficient capacity to meet its contractual cash flow obligations in the near term; and
             
            iv.Adverse changes in economic and business conditions in the longer term are more likely than not to reduce the borrower's ability to fulfil its obligations.
             
            Finance companies should continuously monitor stage 2 exposures to identify improvements in credit quality and determine eligibility for re-staging stage 2 exposures to stage 1. Finance companies should document the minimum eligibility requirement for re-staging stage 2 exposures into stage 1 exposures, which should at least include the following conditions: 
             
            i.The borrower does not have any exposure more than 30 days past due;
             
            ii.Exposure repayments have been made when due over a continuous repayment period (cure period excluding grace period, if any) of 90 days for those non-retail customers that have moved from stage 1 to stage 2 due to overdue principal and/or interest for more than 30 days (but less than 90 days) or extended due to credit risk reasons;
             
            iii.The borrower's situation has improved so that the full repayment of the exposure is likely (tested over 90 days as part of cure period), according to the original or modified terms and conditions; and
             
            iv.The indicators which has contributed to the significant increase in credit risk no longer existed (tested over 90 days as part of cure period) to threaten the full repayment of the exposure under the original or modified terms and conditions.
             
            v.The cure period requirements as stated above (90 days) do not apply to retail customers. For retail customers that have moved from stage 1 to stage 2B (as detailed below), they should be allowed to be moved back to stage 1 after a cure period of 60 days.
             
            SAMA recognizes the added value of having discrete tiers of credit risk exposures within Stage 2 allocation. As a result, SAMA is establishing, for regulatory reporting purposes only and not for accounting purposes, a bifurcation of Stage 2 totals to be reported in the quarterly prudential returns. It is expected that finance companies will have robust internal risk rating processes and mappings, which can identify and categorize discrete levels of borrower performance characteristics and the resulting credit risk. 
             
            Stage 2 exposures segregation into Stage 2A and Stage 2B categories are explained as follows: 
             
            Stage 2A or Special monitoring accounts category represents lower levels of credit risk within the stage 2 allocation. It represents borrowers with some or all of the following qualitative and quantitative indicators: 
             
            Qualitative indicators include, but are not limited to: 
             
            i.Lower but increasing levels of credit risk;
             
            ii.Expected change in credit risk to remain low and currently manageable;
             
            iii.Demonstrates current capacity to repay the financial commitment but this capacity is declining or diminishing from the original approval standards and warrants greater attention;
             
            iv.Demonstrates periodic ability of addressing past due levels within reasonable time frames without significant finance company intervention; and
             
            v.Close monitoring and intervention generally required.
             
            Quantitative indicator: 
             
            i.Past due more than 30 days and up to 60 days.
             
            Stage 2B or substandard category represents moderate levels of credit risk within the stage 2 allocation. It represents borrowers with some or all of the following qualitative and quantitative indicators: 
             
            Qualitative indicators include, but are not limited to: 
             
            i.Obvious cash flow deficiencies;
             
            ii.Higher probability of default;
             
            iii.Higher increase in credit risk is clearly identified;
             
            iv.Financial statements do not demonstrate additional financial resources necessary to reduce credit risk to the finance company or demonstrating additional sources of repayment ability;
             
            v.Monitoring and intervention is done on a continuing basis whether past due or not; and
             
            vi.Finance company is considering or is in the process of providing concessionary terms under a modified exposure arrangement due to financial difficulties of the borrower.
             
            Quantitative indicator: 
             
            i.Past due more than 60 days and up to 90 days.
             
            Finance Companies may apply other limited discretionary measures to designate exposures as Stage 2B. Such measures must be well documented as this can be subject to thematic review by SAMA in future, if needed. 
             
          • 3.3 Stage 3 or Doubtful/Loss Category

            Any exposure (including purchased originated exposures) which is assessed as impaired or otherwise is in default as determined in Section 8 of these Rules. In addition to Section 8 of these Rules, such indicators may include, but are not limited to: 
             
            i.The borrower has a high risk of default or has defaulted;
             
            ii.Past due more than 90 days;
             
            iii.The borrower has an inadequate capacity to meet contractual cash flow obligations due to financial difficulty in the near term;
             
            iv.The collection of principal, commission income highly questionable and improbable; and
             
            v.Adverse changes in economic and business conditions in the near and longer term will only further negatively impact borrower's ability to fulfil obligations.
             
            Finance companies should consistently monitor stage 3 exposures to identify improvements in credit quality and determine eligibility for re-staging stage 3 exposures to stage 2 or stage 1. Finance companies should document the minimum eligibility requirement for re-staging stage 3 exposures, which should include, at minimum, all of the following conditions: 
             
            i.The borrower does not have any material exposure (greater than 95% of total exposures) more than 90 days past due;
             
            ii.Exposure repayments have been made when due over a continuous repayment period (cure period excluding grace period, if any) of 12 months (9 months for restaging from Stage 3A to Stage 2B and 3 months for restaging from Stage 2B to Stage 1);
             
            iii.If a forborne exposure becomes non-performing during the 12-month probation/cure period, the probation/cure period starts again.
             
            iv.Restructuring agreements and its conditions should consider the following:
             
             For the first time restructuring agreement with non-retail customers, 100% repayment of overdue interest and satisfactory compliance with the terms and conditions of the restructuring agreement. 
             
            v.For the second time restructuring agreement with non-retail customers, at least 7% of the funded outstanding amount should be settled within the 12 months cure period;
             
            vi.The borrower's situation has improved (the borrower has resolved its financial difficulty) so that the full repayment of the exposure is likely, according to the original or modified terms and conditions;
             
            vii.The exposure is not in default as defined in Section 8 of these Rules or impaired according to the accounting framework - IFRS 9; and
             
            viii.The cure period requirements as stated above (12 months) do not apply to retail customers. For retail customers, cure period for moving stage 3 exposures into stage 1 exposures is 6 months (4 months for restaging from Stage 3A to Stage 2B and 2 months for restaging from Stage 2B to Stage 1).
             
            SAMA recognizes the added value of having discrete tiers of credit risk exposures within Stage 3 allocation. As a result, SAMA is establishing, for regulatory reporting purposes only and not for accounting purposes, a bifurcation of Stage 3 totals to be reported in the quarterly prudential returns. 
             
            Stage 3A or Doubtful category within the stage 3 allocation. It represents borrowers with some or all of the following qualitative and quantitative indicators: 
             
            Qualitative indicators include, but are not limited to: 
             
            i.The borrower has a high risk of default or has defaulted;
             
            ii.A restructuring arrangement is in advanced stages of negotiation, expected to finalize before the loan is past due by more than 120 days.
             
            iii.Stage 3 loans which are in cure period.
             
            Quantitative indicator: 
             
            i.Past due more than 90 days and up to 120 days.
             
            Stage 3B or Loss category within the stage 3 allocation. It represents borrowers with some or all of the following qualitative and quantitative indicators: 
             
            Qualitative indicators include, but are not limited to: 
             
            i.The borrower has defaulted;
             
            ii.The loan is uncollectible
             
            Quantitative indicator: 
             
            i.Past due more than 90 days.
             
            ii.Stage 3A exposures past due more than 120 days
             
          • 3.4 Additional Consideration for Stage Allocation

            i.A single exposure to a borrower should not be split between stages. The total balance outstanding (including any overdue amount) must be staged in the higher credit risk stage. Thus, staging of such exposures must occur at the counterparty level instead of at the transactional level.
             
            ii.Multiple exposures to the same borrower should be allocated in the same stage if each individual exposure is greater than 5% of total exposures to the customer. The aggregate of the exposures (including any overdue amounts) should be staged in the highest credit risk stage. Thus, staging of such exposures must occur at the counterparty level instead of at the transactional level.
             
        • 4. Expected Credit Loss Provisioning

          All finance companies are required to develop and document a robust methodology for estimating the expected credit losses inherent in its exposures and establish adequate provisioning to offset the realization of such expected credit losses. 
           
          SAMA may request additional provisions, if based on its own assessment, the ECL provision is not considered to be adequate. SAMA may issue additional rules specifying regulatory provision requirements for finance companies. 
           
        • 5. Interest Recognition

          Interest is recognized on Stage 1 and Stage 2 exposures based on the interest revenue calculated on the gross carrying amount (i.e. without deducting expected credit losses) on Stage 1 and Stage 2 exposures. Interest income on Stage 3 loans is calculated on the net carrying amount (i.e. after deducting expected credit losses). 
           
          Forborne exposures for which the concession granted was the capitalization of accrued interest previously booked to income should result in a reversal of the accrued interest income capitalized from the income recognized. 
           
          Where the interest income to be reversed spans more than one financial period, the interest income recognized in the current financial period should be reversed from current interest income. Interest income recognized in the prior financial period should be offset against the provisions for expected credit losses account. This treatment should follow requirements of the IFRS 9. 
           
        • 6. Macroeconomic Factors

          Finance companies should benchmark economic data published by SAMA and Other Governmental Agencies on an annual basis as part of their economic modelling process. Economic scenarios should be compared with macroeconomic drivers that are relevant to finance company portfolio. Macroeconomic factors may include the following: 
           
           GDP and GDP forecast
           Brent oil prices (actual and forecast)
           Expectations of government spending
           Credit growth and availability
           Employment indicator (for finance companies active in retail lending)
           
          A finance company should use at-least two macroeconomic factors in determining expected credit losses based on their relevance. 
           
          Finance companies should annually assess whether their approach for macroeconomic factors (based on single model or multiple models) continues to be appropriate in the light of changes in business circumstances i.e. growth in balance sheet, new and complicated products. 
           
          Forward looking macro-economic scenarios: 
           
          A moderate stress testing scenario as required under IFRS 9 should be used for upside and downside assumptions i.e. Upside and downside scenarios may each be given maximum 30% weight while the base case scenario may ideally be given 40% weightage. This may be subject to change depending on economic cycles in future. 
           
        • 7. Restructuring

          Restructuring occurs when there is a change or modification of the terms and conditions of the original exposure contract. Restructuring may only occur in the form of either forbearance or renegotiation and/or refinancing and/or rescheduling. The determination of whether restructuring results in forbearance or renegotiation is based on whether the modified terms of the original exposure contract is concessionary and whether the modification (which otherwise would not have been granted) was in fact granted as a result of the financial difficulty of the borrower. 
           
          • 7.1 Forbearance

            • 7.1.1 Identification of Forbearance

              Forbearance includes all exposures regardless of the measurement method for accounting purposes. Forbearance occurs when: 
               
              i.The borrower is experiencing financial difficulty in meeting the financial commitments specified under the initial credit contract; and
               
              ii.The finance company grants a concession that it would not otherwise consider whether or not the concession is at the discretion of the finance company and/or the counterparty. A concession is at the discretion of the borrower when the initial contract allows the borrower to change the terms and conditions of the contract in its own favor due to financial difficulty.
               
              Forbearance is identified at the individual exposure level to which concessions are granted due to financial difficulty of the counterparty. For regulatory classification purposes, these exposures should only be reported in Stage 2B, 3A or 3B. 
               
            • 7.1.2 Identification of Financial Difficulty

              Finance companies should first determine if the borrower is experiencing financial difficulty at the time when the forbearance is granted. The following list provides examples of possible indicators of financial difficulty, but is not intended to constitute an exhaustive list of financial difficulty indicators with respect to forbearance. 
               
              i.A borrower is currently past due on any of its material exposures (more than 5% of total exposures);
               
              ii.A borrower is not currently past due, but it is probable that the counterparty will be past due on any of its material exposures (more than 5% of total exposures) in the foreseeable future without the concession, for instance, when there has been a pattern of delinquency in payments on its material exposures;
               
              iii.A borrower's outstanding securities have been delisted, are in the process of being delisted, or are under threat of being delisted from an exchange due to noncompliance with the listing requirements or for financial reasons;
               
              iv.The borrower is unwilling to pay;
               
              v.The finance company forecasts that all the borrower's committed/available cash flows will be insufficient to service all of its exposures or debt based on actual performance, estimates and projections that encompass the borrower's current capabilities;
               
              vi.A borrower's existing exposures are categorized as exposures that have already evidenced difficulty in the counterpart's ability to repay in accordance with the SAMA categorization scheme in force or the credit categorization scheme within a finance company's internal credit rating system;
               
              vii.A borrower is in non-performing status or would be categorized as non- performing without the concessions;
               
              viii.The borrower cannot obtain funds from sources other than the existing finance companies at an effective interest rate equal to the current market interest rate for similar exposures or debt securities for a nontroubled counterparty;
               
              ix.Customer is unable to provide promised security/collateral (while the exposure is disbursed) past 180 days and is deemed material to credit; and
               
              x.For retail customers, the potential incidents would be customers with job loss, retirement with no income, reduced salary, discontinued salary transfers etc.
               
            • 7.1.3 Identification of Concession

              Concessions are special contractual terms and conditions provided by the finance company to a borrower facing financial difficulty so that the borrower can sufficiently service its financial commitment. The main characteristic of these concessions is that the finance company would not extend exposures or grant commitments to the borrower on such modified terms and conditions under normal market conditions. 
               
              Concessions can be triggered by: 
               
              i.Changes in the terms and conditions of the existing exposure contract by giving considerably more favorable terms to the borrower that otherwise would not be considered;
               
              ii.A supplementary agreement, or a new contract to refinance on concessionary terms, the current transaction; or
               
              iii.The exercise of clauses embedded in the contract that enable the borrower to change the terms and conditions of the exposure contract or to take on additional exposures or commitments at its own discretion. These actions should only be treated as concessions if the finance company assesses that the counterparty is in financial difficulty.
               
              There are many types of concession granted to borrowers. However, not all concessions will cause a reduction in the net present value of the exposure and such concessions do not lead to the recognition of a loss by the finance company. Such concessions would cause a stage 2B forborne exposure to retain its stage 2B status and not migrate to stage 3 as a credit impaired exposure. A concession is granted only when the borrower is experiencing financial difficulty. Examples of potential concessions (not complete exhaustive list) include the following: 
               
              i.Extending or rolling over the exposure term over 1 year and easing covenants; also includes if rolled over for more than 2 times;
               
              ii.Supplementary agreement or new contract to refinance current transaction. Rescheduling the dates of principal or interest payments i.e. changes in conditions of existing contract, giving considerably more favorable terms to obligor;
               
              iii.Granting new or additional periods of non-payment (grace period/moratorium);
               
              iv.Reducing the interest rate, concession in interest rate, resulting in an effective interest rate below the current interest rate that borrowers with similar risk characteristics could obtain from the same or other institutions in the market;
               
              v.Capitalizing arrears;
               
              vi.Forgiving, deferring or postponing principal, interest or relevant fees;
               
              vii.Changing an amortizing exposure to an interest payment only;
               
              viii.Releasing collateral or accepting lower levels of collateralization;
               
              ix.Repayments linked to disposal of assets or non-operating events;
               
              x.Allowing the conversion of debt to equity of the counterparty;
               
              xi.Deferring recovery/collection actions for extended periods of time; and
               
              xii.Exercise of clauses in agreement that enables obligor to change terms and con ditions.
               
              Refinancing an existing exposure with a new contract due to the financial difficulty of a borrower should qualify as a concession, even if the terms of the new contract are no more favorable for the counterparty than those of the existing transaction. Such arrangement is treated as forbearance and the Rules specified in this Section are applicable. 
               
            • 7.1.4 Stage Allocation for Forborne Exposures

              A forborne exposure will likely affect its stage allocation. A forborne exposure categorized as stage 2B may likely retain its categorization if the cash flow characteristics do not warrant migration to stage 3 or result in impairment (only exceptional circumstances). Generally, forbearance would warrant changes in the ECL model inputs to account for the increase in credit risk. Where this is automatic if forbearance causes exposure migration from stage 2B to stage 3, the finance company must consider similar changes in model inputs when computing ECL for forborne exposures. 
               
              The following situations will not lead to the re-categorization of a forborne exposure as performing: 
               
              i.Partial write-off of an existing forborne exposure, (i.e. when a finance company writes off part of a forborne exposure that it deems to be uncollectible);
               
              ii.Repossession of collateral on a forborne exposure, until the collateral is actually disposed of and the finance company realizes the proceeds (when the exposure is kept on balance sheet, it is deemed forborne); or
               
              iii.Extension or granting of forbearance measures to an exposure that is already identified as forborne subject to the relevant exit criteria for forborne exposures.
               
              The re-categorization of a forborne exposure as performing should be made on the same level (i.e. debtor or transaction approach) as when the exposure was originally categorized as forborne. 
               
          • 7.2 Renegotiated and/or Refinanced and/or Rescheduled Exposures

            Renegotiated and/or Refinanced and/or Rescheduled exposures represent a change in exposure terms, conditions, and/or timing of repayment performed for the convenience of the borrower, where no financial deterioration coexists with the transaction now or in the foreseeable future. For example, a borrower may seek to change repayment terms from monthly to quarterly due to changes in the timing of incoming payment streams but not due to any deterioration in overall cash flows. 
             
            Transactions within this definition must not lead to a reduction in the present value of the exposure. The borrower must not be in financial difficulty during the renegotiation. Otherwise, the transaction would qualify as forbearance instead of renegotiation. 
             
            It is expected that finance companies will maintain exposure documentation that demonstrate that the financial repayment capacity and credit risk of the borrower has not changed and that the act of renegotiation is not consistent with the forbearance Rules specified in Section 7.1
             
            The mere act of renegotiation does not qualify for a downgrade in the stage allocation of renegotiated exposures. Instead, the staging allocation of renegotiated exposure follows the rules outlined in Section 3
             
            For Retail exposures, renegotiation should only be permitted for personal finance and for residential exposures on an exceptional basis. This renegotiation should only be maximum once in a year and 3 times in the lifecycle of the exposure. If this renegotiation exceeds 3 times, that should be considered as forbearance. 
             
        • 8. Default

          Finance companies are required to adopt SAMA's regulatory definition of default and apply it consistently for both, regulatory and financial reporting purposes, or document good reasons why not. Finance companies should use both the quantitative and qualitative indicators of default that finance companies should use to determine the existence of a default. A default event occurs when either (or both) of the qualitative and quantitative criteria are met. Such indicators include, but are not limited to: 
           
          i.A qualitative criterion - by which "the finance company considers that the obligor is unlikely to pay its credit obligations to the finance company in full, without recourse by the finance company to actions such as liquidating collateral (if secured)" ("unlikeliness to pay" events) including:
           
           a.The finance company allocates the credit exposure to Stage 3B status;
           
           b.The finance company makes a charge-off or account-specific provision resulting from credit impairment;
           
           c.The finance company sells the credit exposure at a material credit-related economic loss;
           
           d.The finance company consents to granting concessionary terms under a modified exposure agreement that would likely result in a diminished financial obligation caused by material forgiveness, or postponement, of principal, interest or fees;
           
           e.Bankruptcy protection has been filed for the borrower in respect of its credit obligation to the finance company;
           
           f.Finance company have taken borrowers to Enforcement Court; and
           
           g.The borrower has sought or has been placed in bankruptcy or similar protection where this would avoid or delay repayment of the credit obligation to the finance companies.
           
          ii.A quantitative criterion - where "the borrower is past due more than 90 days on any material credit obligation to the finance company and classified in Stage 3", equivalent to the rebuttable presumption in IFRS 9. In certain circumstances, finance companies may be able to justify the use of an objective indicator of default exceeding 90 days subject to priorapproval by SAMA on a case by case basis. However, finance companies would need to support using a -threshold exceeding 90 days with reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.
           
          A default event occurs when either (or both) of the qualitative and quantitative criteria are met. 
           
        • 9. Write-Off

          A finance company shall directly reduce the gross carrying amount of a financial asset when the company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof in a timely manner. Finance companies should ensure that they initiate timely collection efforts consistent with the requirements of their delinquency management and collections policy. Finance companies should follow through on their collection efforts, where required, until they have reasonably exhausted all options for collections and recovery. Finance companies should then initiate write off once it has exhausted all options for collections and recovery along with review by internal Auditor. While a write-off constitutes de-recognition of a financial asset for accounting purposes but it does not eliminate the finance company's right to continue its recovery proceedings against the collateral or the borrower. 
           
          Write offs should not be delayed in the hopes of an otherwise unknown reversal of fortune by the borrower. Even when there is a possibility of repayment/recovery in a later but uncertain time period, the uncertainty, timing, and amount preclude the finance company from maintaining the asset on its books and demand a proactive and timely de-recognition. Multiple exposures to the same counterparty should follow the same treatment for write off purposes at the counterparty level. Finance companies should adhere to the following time period rules for writing off retail and corporate (including micro, small and medium enterprises) exposures unless the finance company has a more conservative write-off policy. 
           
          Unsecured exposures (including retail, micro and small enterprises and excluding mortgages) should be written off within 360 days once they are classified as stage 3 exposures.
           
          Secured exposures (including retail, micro and small enterprises and excluding mortgages) should be written off within 720 days once they are classified as stage 3 exposure.
           
          Mortgages (including retail, micro and small enterprises mortgages) and corporate exposures (including medium corporates as per MSME definition by SAMA) should be written off before 1,080 days from the date they are classified as stage 3 exposure.
           
          In case, the above-mentioned time period of the write off is not followed, SAMA prior approval should be obtained on a case by case basis. 
           
          Reversal of write off should be treated in accordance with the requirements of Accounting Standard. 
           
        • 10. Credit Risk Management

          Finance Companies should adopt and adhere to written policies and procedures detailing the credit risk systems and controls and the roles and responsibilities of the company's board and senior management. The Board and Management must review the finance company's credit risk management framework to comply with the requirements set out in these Rules including, but not limited to: 
           
          i.Updating the governance and risk frameworks in accordance with these rules;
           
          ii.Reviewing, revising and approving sound credit risk management policies and strategies, and implementing credit risk management practices to facilitate effective identification (including internal credit risk rating and collective assessments), and adequate measurement and reporting of expected credit losses.
           
          iii.Adopting, documenting and approving sound expected credit loss methodologies to facilitate appropriate, consistent, and timely recognition of expected credit losses. Finance Companies' expected credit loss methodologies must be reviewed annually, or more frequently when the need arises especially when new information becomes available during the quarterly expected credit loss assessment process.
           
          iv.Review, evaluate, update, and report to the Board or Board delegated committees on the adequacy of its exposure and expected credit losses at least quarterly.
           
          v.Include requirements for internal audit function to independently evaluate the effectiveness of the Finance Company's credit risk assessment and measurement systems and processes, including the credit risk rating system on an annual basis.
           
          vi.The management of assets in default should be governed by a comprehensive policy that at a minimum has the following characteristics:
           
           a.Determining account action plans or recovery strategies;
           
           b.Monitoring compliance with the action plan, adjusting the plan as necessary;
           
           c.Updating collateral valuations;
           
           d.Pursuit of all options to maximize recovery, including placing customers into legal proceedings or liquidation as appropriate;
           
           e.Ensuring adequate and timely write offs; and
           
           f.Regular reporting to the Board or Board delegated committees on the overall problem exposure portfolio and in particular, the large and complex credits.
           
        • 12. Annexures

          Annexure 1 — List of eligible collaterals and Valuation Frequency
           
          Eligible Collaterals
           
          Collateral is an efficient tool for reducing credit risk. The fundamental role of any collateral is to mitigate the loss which may occur if the counterparty defaults on its obligation. The following list includes examples of eligible collateral (not comprehensive or exhaustive list) used for calculation of provisions and should be subject to the finance company's policy. 
           
           Cash
           
           Gold
           
           Realizable amount of bank deposits
           
           Certificate of deposits
           
           Government securities, treasury bills, Government bonds and SUKUKs
           
           Shares of listed companies and government related corporates
           
           Corporate bonds/sukuk with a minimum of investment grade rating
           
           Receivables
           
           Financial guarantees e.g., Sovereign guarantees, Bank guarantees and Kafalah guarantees;
           
           Immovable collateral - immovable object, an item of property that cannot be moved without destroying or altering it — a property that is fixed to the earth, such as land or a house.
           
           Other physical collateral - physical collateral other than immovable property.
           
           Treating lease exposures as collateralized - exposure arising from leasing transactions as collateralized by the type of property/asset leased.
           
          Finance companies should clearly document in collateral policies and procedures the frequency of collateral valuations. The policies and procedures should also provide for the following: 
           
           a.Companies monitor the value of each type of collateral on a defined frequent basis.
           
           b.More frequent valuations where the market is subject to significant negative changes and/or where there are signs of a significant decline in the value of an individual collateral.
           
           c.Defined criteria for determining that a significant decline in collateral value has taken place. These will include quantitative thresholds for each type of collateral established, based on the observed empirical data and qualitative experience, taking into consideration relevant factors such as market price trends or the opinion of independent appraisers or valuers.
           
           d.Appropriate haircuts to cover, at a high level of confidence, the maximum expected decline in the market price of the collateral asset, over a conservative liquidation horizon before a transaction can be closed out, in order to cover potential declines in collateral values during liquidation. The haircut adjusted collateral values should be considered for the purpose of calculating Loss Given Default (LGD).
           
           e.Stress-tests and scenario analysis on finance companies portfolio of collateral in order to assess the impact under unusual market conditions (e.g. a significant decline in property or vehicle prices).
           
          Valuation Frequency 
           
          Immovable Collateral 
           
          Immovable collateral relating to Stage 3 or Default Exposures should be re-valued once every year such that the collateral value used in the calculation of Loss Given Default (LGD) for Stage 3 exposures should not be more than 12 months old at the reporting date. The valuation should be carried out by licensed and approved appraisers or valuers fulfilling requirements of law of commercial pledge. The valuation report should clearly indicate therein, amongst others, the present market value and the forced sale value. In cases, where judgement is used in the valuation of collateral, valuations should be carried out by more than one external appraisers and lower of the two values should be taken into consideration. 
           
          Finance Companies should continuously monitor general trends in markets (e.g. property price) and take into account any deterioration or obsolescence of the collateral. For exposure classified as Stage 1 and Stage 2, finance companies should assess on annual basis whether the immovable collateral needs to be assessed by approved appraisers, e.g., where the collateral coverage is low and there is an indication of significant decline in the value of the asset. The assessment and related conclusions should be documented and endorsed by the Audit Committee of the company. A more conservative approach should be adopted while considering collateral values for the purpose of LGD calculations where up to date or recent collateral valuations are not available. 
           
          Other Physical Collateral Including Leased Assets 
           
          Finance companies should re-value other physical collateral including leased assets (other than immovable collateral) at least on an annual basis. Collateral should be valued, at net realizable amount, being the current market value less any potential realization costs (e.g. carrying costs of the repossessed collateral, legal fees or other charges associated with disposing of the collateral in the event of foreclosure). Finance companies may use a combination of external (market values from independent appraisers or Price Quotes from Seller/ manufacturer for specialized assets) and internal valuation methods (e.g., written down value). The valuation methods used should be based on assumptions that are both reasonable and prudent and clearly documented. A more conservative approach should be adopted for valuing collateral relating to Stage 3 or Default exposures and an appropriate haircut to the estimated market value should be applied where appropriate. 
           
    • Business Activities and Financial Conduct

      • Finance Activities

        • Finance Regulations and Principles

          • Responsible Lending Principles for Individual Customers

            To read the "Responsible Lending Principles for Individual Customers", click here.

          • The Guidelines on Standing Orders for financing entity

            To read "The Guidelines on Standing Orders for financing entity", click here.

          • Rules Governing Disposal of Finance Assets or Their Contractual

            To read the "Rules Governing Disposal of Finance Assets or Their Contractual", click here.

            • Rules Governing Calculation of Annual Percentage Rate (APR)

              To read the “Rules Governing Calculation of Annual Percentage Rate (APR)”, click here.

            • Debt Collection Regulations and Procedures for Individual Customers

              To read the "Debt Collection Regulations and Procedures for Individual Customers", click here.

            • Disclosure of Interest Rates on Financing and Savings Products

              To read the Disclosure of Interest Rates on Financing and Savings Products, click here.

            • Deposit Taking Finance Companies (DTFCs) Regulations

              To read the "Deposit Taking Finance Companies (DTFCs) Regulations", click here.

            • Instructions on Periods of Issuing the Clearance Letter and Executing Requests for Account Transfer and Debt Transfer

              To read the "Instructions on Periods of Issuing the Clearance Letter and Executing Requests for Account Transfer and Debt Transfer", click here.

            • Guidelines for Financing Entities' Handling of Promissory Notes

              To read the "Guidelines for Financing Entities' Handling of Promissory Notes", click here. .

            • Controls for the Finance of a Natural or Legal Person Regarding the Goods of Their Institution or Services to Their Consumers

              In accordance with Article (5) of the Implementing Regulations of the Finance Companies Control Law as amended by the Decision of SAMA Governor No. (79/MFC) dated 08/12/1440H and in order to protect the consumers of financial institutions and maintain the soundness of the financial system and fairness of transactions, SAMA issued the Controls for the Finance of a Natural or Legal Person regarding the Goods of their Institution or Services to their Consumers.

              I. The natural or legal person (merchant) shall finance the goods of their institution or services to their consumers through the finance institutions licensed by SAMA. The finance institutions shall comply with the following:

              1. Verify that the merchant is licensed to perform his business in accordance with the applicable laws, provided that he is an owner or able to own what he seeks to finance.
              2. The merchant must not reacquire the good sold to the consumer.

              II. Real estate finance shall be limited to finance institutions licensed to directly provide real estate financing.

              III. Finance institutions may outsource their services or a part thereof to the merchant or any other party in accordance with the Rules on Outsourcing issued by SAMA in this regard.

              IV. A person who violates the provisions of paragraphs (I) and (II) of these Controls shall be deemed in violation of the Finance Companies Control Law.

              V. SAMA and other relevant entities shall continuously cooperate and coordinate with regard to detecting violators of the provisions of paragraph (I) of these Controls.

              VI. These Controls shall enter into force on the date of their approval.

        • Real Estate Finance

          • The Rules Governing Real Estate Refinance Companies

            To read The "Rules Governing Real Estate Refinance Companies", click here.

          • Guidelines for the 'Self-Build' Real Estate Financing Product Granted to Individuals

            Based on the powers vested to SAMA under the relevant regulations, laws, and instructions, and in light of SAMA's role in protecting the rights of clients of financial institutions under its supervision, and with a view to ensuring the safety of the real estate financing sector and achieving financial stability, real estate financiers must adhere to the following when granting financing under the 'Self-Building' product for real estate financing:

            1. Determine the total value of construction payments "financing amount" at the start of the contract, and link the payments to specific completion percentages in a single financing contract.
            2. Reflect the total financing amount in the client’s credit record at the start of the contract, specifying the actual amount granted to the client in the same record.
            3. Ensure that administrative fees charged by the financing entity to the beneficiary do not exceed (1%) of the financing amount or SAR 5,000 (whichever is lower), in accordance with the instructions issued by SAMA, including those communicated under Circular No. 361000091211 dated 30/06/1436H.
            4. Disburse the specified payment amount within (15) days from the date of the client's request, provided that the client has met the completion percentages required for each payment as per the contract.

            Please take note and implement these provisions within a period not exceeding (30) days from the date of this notice. Additionally, real estate financiers must take all necessary steps to apply the provisions of this circular to existing financing contracts under the 'Self-Building' real estate financing product.

          • Instructions When Offering Real Estate Finance Products for Individuals

            To read the “Instructions When Offering Real Estate Finance Products for Individuals”, click here.

          • Real Estate Murabaha Finance Buyout

            Based on the powers vested to SAMA in accordance with the relevant regulations, rules, and instructions, and with reference to the instructions regarding the time periods for issuing the release letter and transferring the account and debt, issued in accordance with Circular of SAMA No. (43023350) dated 15/3/1443 H, to SAMA Circular No. (42013215) dated 4/3/1442 H, Regarding the subjection of the mortgage contract made between a lender - on behalf of or as an agent for others - and individual customers is subject to the financing regulations and instructions issued by SAMA.

            1. SAMA wishes to emphasize the following to mortgage lenders:
              A- Executing customer requests related to the transfer of mortgage financing debts according to the Murabaha agreement, while adhering to the specified time frames for transferring mortgage financing debts as outlined in the instructions mentioned above.
            2. B- Compliance with SAMA's instructions related to the purchase and transfer of mortgage financing debt between financiers.
            3. C. The working days related to the procedures for lifting the mortgage are excluded from the time periods mentioned in the instructions above, provided that the reason is related to an external party.
            4. D- Update internal policies in accordance with these instructions.
               
            5. For your information and action as of its date.

            6.  
          • Responsibilities of the Head of the Contracts Register and the Registrars

            No: 588400000099 Date(g): 29/9/2019 | Date(h): 30/1/1441Status: In-Force

            Translated Document

            Reference to the letter of His Excellency the Governor No. 81/M SH T, dated 09/01/1441H, which includes the approval of the powers of the head of the Contracts Register and the registrars based on the powers granted to him by the Finance Lease Law, issued by Royal Decree No. M/48, dated 13/08/1433H, and it's Implementing Regulation issued by the decision of His Excellency the Governor No. 1/M SH T, dated 14/04/1434H, and in accordance with Paragraph (4) of Article Fifteen of the Implementing Regulation of the Finance Lease Law, Which states that "SAMA shall issue a resolution determining the powers of the head of the Contracts Register and the registrars".

            Please find the decision regarding the powers of the head of the Contracts Register and the registrars for compliance and implementation.


            This decision is issued pursuant to the Finance Lease Law, issued by Royal Decree No. M/48, dated 13/08/1433H, and it's Implementing Regulation issued by the decision of His Excellency the Governor No. 1/M SH T, dated 14/04/1434H, and in accordance with Paragraph (4) of Article Fifteen of the Implementing Regulation of the Finance Lease Law, Which states that "SAMA shall issue a resolution determining the powers of the head of the Contracts Register and the registrars".

            • Article One: General Provisions

              1. Without prejudice to the provisions of Article Sixteen of the Implementing Regulation of the Finance Lease Law, the appointment of the head of the Contracts Register and the registrars shall be made after obtaining a letter of no objection from SAMA.
                 
              2.  The head of the Contracts Register and the registrars are directly linked to the Chief Executive Officer of the Contracts Registration Company or their designee.
                 
              3.  SAMA has the authority to remove the head of the Contracts Register and the registrars from their positions by a reasoned decision in the event of failure to fulfill their statutory or professional duties.
                 
              4.  If the registrar of the Contract Register refuses to draft or authenticate any document, the concerned parties have the right to appeal this decision to the company and then to the Central Bank. If the appeal is rejected, they are entitled to take the matter to the competent court.
            • Article Two: Powers of the Head of the Contracts Register and the Registrars

              1. The Head of the Contracts Register is responsible for the registration activities in the registry. They receive entries and any amendments thereto, refer them to one of the contract registrar of the Contracts Registry, and carry out the registration in accordance with the Finance Lease Law, its Implementing Regulation, and this decision.
                 
              2.   The head of the Contracts Register and the registrars, each within their area of power, are responsible for the accuracy and correctness of the registration of all financial leasing contracts and the content of the data and documents submitted, unless the error is due to an external party. The affected party has the right to appeal to the relevant authorities if it is proven that they have failed to verify the accuracy of the data or to register it in accordance with the prescribed procedures.
                 
              3.  The Head of the Contract Register shall be directly responsible for the records and registers for a minimum period of ten years from the date of the expiration of the obligations arising from the contract.
                 
              4. The registrar is provided with an official seal to stamp the transactions they handle. Electronic means may also be used for this purpose, as deemed appropriate.

               

            • Article Three: Obligations of the Head of the Contracts Register and the Registrars

              The head of the Contracts Register and the registrars must adhere to the following obligations:

              1. They are to perform their duties at their place of work, and they may also carry out their duties at the lessor's premises, with the lessor bearing the associated costs.
                 
              2. Verify the identity of the contracting parties or their representatives based on official documents issued by the competent authority for identity verification.
                 
              3. Verify the eligibility of the contracting parties or their representatives, and their qualifications to enter into contracts.
                 
              4. Verify the accuracy of the documents and decisions issued in the Arabic language, and it is permissible to authenticate those issued in a foreign language after being translated into Arabic by an approved translator. The authentication should be done by both the original and translated versions together.
                 
              5. Hold all contract registers necessary to record transactions and classify them according to what is determined by SAMA.
                 
              6. The preservation and organization of the records in the Contracts Register must be in a secured location to protect them from any tampering or factors that may affect their integrity, and this should be done in designated areas.
                 
              7. Stamping the document of ownership of the asset and the contract with the registration number, or taking the necessary measures regarding documents that cannot be stamped, such as real estate ownership deeds, the use of electronic means for the authentication of documents is permitted.
                 
              8. Adhere to the Finance Lease Law and its Implementing Regulations, and to any instructions issued by SAMA or the relevant authorities in this matter.

               

            • Article Four: Enforcement

              This decision is effective from the date of its issuance.

          • Procedural Requirements for Mortgage Registration

            To read the “Procedural Requirements for Mortgage Registration”, click here.

          • Controls for Banks and Real Estate Finance companies Owning Real Estate Located within the Cities of Makkah and AL-Madinah

            To read the “Controls for Banks and Real Estate Finance companies Owning Real Estate located within the Cities of Makkah and AL-Madinah”, click here.

          • The Working Mechanism of Dealing with the Beneficiaries of First Home Regarding Tax Revenues

            To read The Working Mechanism of Dealing with the Beneficiaries of First Home Regarding Tax Revenues, click here.

          • Variable-Cost Real Estate Financing Products for Individuals

            SAMA would like to emphasize the importance of the Financial Consumer Protection Principles and Rules , particularly the necessity of Equitable and Fair Treatment (Principle No. 1), disclosure and transparency (Principle No. 2), and financial education and awareness (Principle No. 3). Additionally, SAMA highlights the responsibilities of lender toward their clients, particularly the obligation to ensure that the product is suitable for the client's needs and circumstances, explaining the product’s nature, costs, and associated benefits and risks in a clear and understandable manner. Moreover, lender must provide advice and support to clients facing financial difficulties, working with them to overcome these challenges before proceeding with legal actions.

            In light of the challenges some beneficiaries of variable-cost real estate financing products have faced, particularly the increase in monthly installments, and based on a study conducted in this regard, SAMA directs real estate lenders to immediately take all necessary actions to care for their clients. These care measures should include appointing specialists with sufficient knowledge of this type of product to communicate with clients, providing a clear explanation of the product’s nature, its benefits and risks, the relevant contract terms, the repricing mechanism, and addressing any other client inquiries. The due diligence procedures must also include offering clients one or more options, in addition to the option of continuing with the existing real estate financing contract. These options may include converting the contract to a fixed-rate financing contract, rescheduling the payments, or enabling the client to transfer the debt to another real estate lender under conditions that suit the client.

            SAMA stresses that none of these options should result in the client being charged any additional costs for the remaining period, in accordance with the Guide for Calculating the Early Payment Amount outlined in the finance regulations and without imposing any additional administrative fees on the client.

            SAMA clarifies that these directives are issued to ensure the protection of clients' rights and to promote fairness and transparency in transactions. This is based on the powers granted to SAMA under the Saudi Arabian Monetary Authority Law, issued by Royal Decree No. (23) dated 23/05/1377H, the Real Estate Finance Law issued by Royal Decree No. (M/50) dated 13/08/1433H, the Finance Lease Law issued by Royal Decree No. (M/48) dated 13/08/1433H, and the Finance Companies Control Law issued by Royal Decree No. (M/51) dated 13/08/1433H, along with the implementing regulations for these laws. SAMA will take legal action in the event of non-compliance with the above directives.

            In light of the inquiries received by SAMA on this matter, SAMA emphasizes that real estate lenders must undertake the following:

            1. Disclose the reference index for the variable cost of real estate financing products on their website.
            2. Urgently communicate with all customers benefiting from variable-cost real estate financing products regarding the following points:
             A. The ability to access the reference index data for the variable cost of real estate financing products on the lender’s website and provide the dedicated link for this information.
             B. Provide customers with contact details and grant them a period of no less than one month from the date of receipt to offer them options to amend their contract terms or any other options as outlined in the aforementioned circular.
             C.Inform customers of their right to communicate with a credit advisor who is well-versed in the characteristics of this type of product to provide a clear explanation of the product’s nature, its benefits and risks, the relevant contract terms, the repricing mechanism, and to answer any customer inquiries in this regard. This communication and the outcomes must be properly documented.

            Please note that SAMA will take all necessary legal actions in the event of non-compliance with the issued instructions in this regard.

          • Transfer of The Real Estate Financing Debts

            Based on Article 2 of the Real Estate Finance Law issued by Royal Decree No. (M/50) dated 13/08/1433H. which authorizes SAMA to regulate the real estate finance sector, including the issuance of standards and procedures related to real estate financing, further to the circular No. 391000000353 dated 01/01/1439H. Regarding Variable-Cost Real Estate Financing Products for Individuals.

            Based on the role of SAMA in protecting the rights of customers of financial institutions under its supervision, and due to the importance of regulating the transfer of customers' debts who meet the conditions of the above circular, it is necessary to adhere to the following:

            First:The financing entity (debt seller) must fill out the form for transferring real estate debt (attached) within seven working days of receiving the request from the customer. It should complete all the necessary information while adhering to the accelerated payment standards mentioned in Article 84 of the Implementing Regulation of the Finance Companies Control Law issued by the decision of His Excellency the Governor No. 2/MFC dated 14/04/1434H. which regulates the accelerated payment process, with the necessity of notifying the customer immediately upon issuing the debt transfer document, provided that the offer period specified in the form is not less than ten working days."
             
            Second: After the financing entity (willing to purchase the debt) receives the debt transfer form, it commits to the following:
             
            • Grant credit equivalent to (100%) of the value of the offer specified in the form.
             
            • Obtain a written acknowledgment from the customer that includes all obligations, if any, such as, but not limited to, (property safety, appraisal fees, property guarantee, etc.).
               
             Third:Upon the approval of the financing entity (willing to purchase the debt) and completion of the requirements, a cheque in the amount of the debt is issued and the form is returned to the financing entity (the debt seller) to complete the ownership transfer process within a period not exceeding seven working days from the date of receiving the debt transfer form.
             
            Fourth:The financing entity (the debt seller) must, after receiving the form and the bank cheque, commit to the following:
             
            • Initiate the process of transferring the property ownership to the financing party (the debt buyer) from the date of receiving the bank cheque.
             
            • Update the customer's credit record and issue a clearance letter for the customer.
            Fifth:Taking into account the aforementioned points, the financing entity (willing to purchase the debt) commits to the following provisions, stated in Article 10 of the Implementing Regulation of the Real Estate Finance Law, issued by the decision of His Excellency the Minister of Finance No. 1229 dated 10/04/1434H.
             

             

            Additional Provisions According to Circular No. (391000086876) dated 09/08/1439H.

            It has been observed that some real estate financiers, when purchasing real estate financing debt from another financier, provide the customer with an excess cash amount, resulting in an increase in the amount of the new financing.

            In order to ensure SAMA's commitment to protecting customers and ensuring that financing entities comply with the relevant regulations and instructions, SAMA would like to emphasize the following:

            • Compliance with the provisions of Article (11) of the Implementing Regulation of the Real Estate Finance Law, as well as the subsequent circulars issued by SAMA regarding it, which set the maximum limit for granting credit in real estate finance contracts, in any form of financing, at 90% of the value of the first dwelling for the citizen.
            • Compliance with the accelerated payment standards outlined in Article 84 of the Implementing Regulation of the Finance Companies Control Law, which regulate the process of accelerated payment.
            • Compliance with paragraph (Second) of the above-mentioned circular, which states that "Grant credit equivalent to(100%) of the value of the offer specified in the form".
            • Compliance with the purchase of real estate financing debt at an amount equivalent to the value of the purchase offer only.

            For your information and adherence accordingly. Please note that SAMA will take all legal measures against real estate financiers who do not comply with the provisions of this circular.

             
          • Collecting Amounts Owed to Finance Entities for Previous Periods in Exchange for VAT on Real Estate Finance Contracts

            Referring to The Value Added Tax Law issued by Royal Decree No. M/113 dated 2/11/1438 AH and Executive Regulations of the Value Added Tax Law issued by the Board of Directors of the General Authority for Zakat and Tax under Decision No. (3839) dated 14/12/1438 AH.

            SAMA wishes to emphasize the importance for all financing entities to comply with The Value Added Tax Law, and its Executive Regulations, and the guidelines and instructions issued by the General Authority for Zakat and Tax in this regard. Additionally, SAMA confirms that financing entities have the right to demand that clients pay the Value Added Tax amounts due for previous periods from real estate financing contracts. To facilitate clients, financing entities may offer all possible options for payment or settlement in accordance with the relevant regulations and instructions, provided that written consent is obtained from the client if they accept any payment or settlement option before proceeding with any payment of the due amount. If the client does not accept the available options for settling the VAT amounts due for previous periods, the financing entity may seek recourse through the competent judicial authorities to claim the payment of those amounts. 

            For your information and compliance. SAMA will take the necessary legal measures in the event of non-compliance with these instructions.

        • Consumer Financing

          • Rules Regulating Consumer Microfinance Companies

            To read the "Rules Regulating Consumer Microfinance Companies", click here.

          • Instructions for the Purchase of Consumer Financing Debts Between Financing Companies

            No: 43033200 Date(g): 18/11/2021 | Date(h): 13/4/1443Status: In-Force

            Translated Document

            Pursuant to the powers vested in SAMA under the Finance Companies Control Law issued by Royal Decree No. (M/51) dated 13/08/1433H, and with the aim of regulating the process of purchasing consumer finance debts for individuals between finance companies;

            Attached herewith are the Instructions for the Purchase of Consumer Financing Debts Between Financing Companies;

            Please be informed and act accordingly by no later than 26/04/1443H, corresponding to 01/12/2021G. 

            • Chapter One: General Provisions

              • Article One

                Without prejudice to the provisions of financing laws, their implementing regulations, and related laws and instructions, these instructions regulate the processes of purchasing consumer financing debts for individuals between financing companies.

              • Article Two

                The financing company wishing to purchase the debt must hold a license from SAMA to conduct consumer financing activities.

              • Article Three

                The financing company may purchase consumer financing debts from individuals without needing to obtain separate approval from SAMA for this purpose.

              • Article Four

                The financing company must adhere to the relevant laws and instructions, particularly those related to customer protection.

            • Chapter Two: Obligations of the Financing Company Wishing to Purchase the Debt

              • Article Five

                The financing company wishing to purchase the debt must inform the customer of the fees and costs associated with the process of purchasing consumer financing debts from individuals.

              • Article Six

                The financing company wishing to purchase the debt must disclose to the customer the details and costs of the new financing before purchasing the debt and obtain the customer’s documented consent for this.

              • Article Seven

                The financing company wishing to purchase the debt must prepare a specific form for requesting the purchase of consumer financing debts. This form must include all necessary customer data, the date of the request, and all relevant documents and information, including: (proof of the final total amount of the debt issued by the financing company selling the debt, the customer’s acknowledgment, the necessary approvals from all parties for the debt purchase request, clarification of the terms of debt purchase and details of executing the process, requirements for contracting with the customer to grant the financing, including updating data in credit records after the customer’s approval), and any other details necessary for purchasing the debt.

              • Article Eight

                The financing company wishing to purchase the debt must use the Saudi Rapid Payments System ("Sarie") to settle existing debts. The payment made through the "Sarie" system must include, at a minimum, the following information:

                -Customer’s name.
                -National ID/Residence number.
                -Debt amount.
                -Purpose of the transfer.
                -Debt reference number.
              • Article Nine

                The financing company wishing to purchase the debt must provide the customer with the reference number of the payment transaction to facilitate the completion of procedures with the financing company selling the debt.

              • Article Ten

                The financing company wishing to purchase the debt may not charge the customer any costs or fees for transferring the debt, except for early repayment fees or administrative fees.

              • Article Eleven

                The financing company wishing to purchase the debt may not allow the customer to use the remaining amount of the financing—after the debt has been purchased—until it has received a release letter from the financing company selling the debt and obtained sufficient guarantees for granting the financing, along with any other regulatory and operational requirements, as applicable. These details must be clarified to the customer before proceeding with the debt purchase, as required by Article (7) of these instructions.

            • Chapter Three: Obligations of the Financing Company Selling the Debt

              • Article Twelve

                The financing company selling the debt may not refuse to issue a statement of outstanding obligations or a letter confirming the debt upon the customer’s request. These statements and the letter must be issued within one business day from the date of receiving the request.

              • Article Thirteen

                The financing company selling the debt must facilitate the debt transfer process and complete it within one business day from the date the requirements are fulfilled. The company may only refuse to approve any debt purchase request if there are sufficient justifications, which must be clearly explained to the customer in writing.

              • Article Fourteen

                The financing company selling the debt must notify the customer of the debt repayment within one business day from the date of receiving the payment for the existing financing. The notification must include all required details, including the IBAN account number and the name of the bank or financial institution to which the debt amount is to be transferred.

              • Article Fifteen

                The financing company selling the debt must issue a release letter to the customer within one business day from the date of receiving the payment for the existing financing and record this in the customer's credit record with credit information companies. An exception is made for customers with credit cards and/or monthly installment cards, for whom the release letter must be issued within seven business days.

              • Article Sixteen

                The financing company selling the debt may not require the customer to pay any amounts for approving the sale of the debt, except in cases where there are delinquencies that the customer has not yet settled.

        • Finance Leasing

          • Regulations and Procedures for Requesting and Issuing Extracts of the Executive Document for Registered Finance Lease Contracts

            No: 42039135 Date(g): 25/1/2021 | Date(h): 12/6/1442Status: In-Force

            Translated Document

            Based on the powers vested to SAMA under the Finance Lease Law issued by Royal Decree No. (M/48) dated 13/8/1433 H, and in accordance with Paragraph (2) of Article Twenty-Five of the Implementing Regulation of the Finance Lease Law issued by the decision of His Excellency the Governor No. (1/M Sh T) dated 14/4/1434 H, and amended by the decision of His Excellency the Governor No. (93/M Sh T) dated 18/10/1441 H, which stipulates "After obtaining an extract of the enforcement instrument for the registered  financing lease contract as an enforcement instrument, in accordance with Paragraph Eight of Article Nine of the Enforcement Law, and indicating compliance", and as a result of the fruitful cooperation between SAMA and the Ministry of Justice in all matters serving the public interest, including those related to financing lease contracts, and in the interest of organizing the procedures for requesting and issuing extracts of the enforcement instrument for the registered leasing financing contract issued by licensed  financing lease contract registration companies authorized by SAMA.

            You will find a copy of the regulations and procedures for requesting and issuing extracts of the enforcement instrument for the registered leasing financing contract. SAMA emphasizes that lessors and leasing financing contract registration companies must fully comply with these regulations and procedures, in addition to the applicable laws, regulations, and instructions issued by the relevant authorities, Lessors and contract registration companies will not be exempted from liability in case of non-compliance. Please note that these regulations supersede the regulations for the recovery of movable assets in  financing lease contracts issued by SAMA under Circular No. 9926/99 dated 16/2/1441 H.

            • Chapter One: Definitions and General Provisions

              • Article One: Definitions

                1. The terms and phrases used in these regulations and procedures shall have the meanings defined for them in the Finance Lease Law and its Implementing Regulation.

                2 For the purpose of applying the provisions of these regulations and procedures, the terms and phrases listed below – wherever they appear in these regulations and procedures – shall have the meanings specified next to each term, unless the context indicates otherwise:

                Recovery of Movable Assets: The recovery of movable assets from the lessee in cases where the leasing financing contract between the parties includes the lessor's right to reclaim them.

                Request for Delivery of Fixed Assets: The lessor’s request for the delivery of the fixed asset (the property subject to the financing lease contract) from the lessee in cases where the leasing financing contract between the parties includes the lessor's right to reclaim it.

                Financial Execution Certificate: A certificate issued by contract registration companies upon request from the lessor, which includes a demand for the lessee to pay a specified amount to the lessor in cases outlined in these regulations and procedures.

                Specialized Companies: Companies specialized in the recovery of movable assets, licensed by the Ministry of Justice according to the Enforcement Law. They can be accessed through the Ministry of Justice’s official website.

                Parties: The lessor, the lessee, contract registration companies, specialized companies, and the competent judicial authority.

                Ministry: The Ministry of Justice.

                Authenticated communication: A recorded communication method that can be verified and is retrievable in written or electronic form

                Extract of the Enforcement Instrument for the Registered Financing Lease Contract (Extract of the Enforcement Instrument ): A document issued by contract registration companies for the execution on the leased asset (both movable and immovable) according to the provisions of the Enforcement Law and its Implementing Regulation. It includes the Enforcement Extract for the recovery of movable assets, the Enforcement Extract for requesting the delivery of fixed assets, and the Enforcement Extract for the Financial Execution Certificate.

                 

              • Article Two

                It is required for the issuance of the Extract of the Enforcement Instrument that the contract must be registered with contract registration companies.

              • Article Three

                All parties must use electronic means for the process of requesting and issuing the extract of the enforcement instrument.

                 

            • Chapter Two: Procedures for Requesting and Issuing the Extract of the Enforcement Instrument for the Recovery of Movable Assets

              • Article Four

                The lessor is prohibited from recovering movable assets except through specialized companies.

                 

              • Article Six

                The lessor may apply to the contract registration company to issue an extract of the enforcement instrument for the recovery of the movable asset in the following cases:

                1-The lessee fails to pay the agreed-upon monthly installments in the financing contract for three consecutive months, or more than five scattered months throughout the contract period, after the lessor has completed the following steps:
                  1.Notify the lessee through documented communication of the obligation to pay the overdue installments, otherwise, the lessor has the right to recover the movable asset.
                  2.Submit the request to the contract registration company after fifteen days from the notification to the lessee mentioned in Paragraph (1) above.
                2-The contract expires, and the lessee does not either take ownership of the movable asset or return it to the lessor, after the following conditions are met
                  1.The contract term has ended.
                  2.The transfer of ownership of the movable asset to the lessee is not possible.
              • Article Seven

                Upon receiving the lessor’s request for the issuance of the extract of the enforcement instrument for the recovery of the movable asset, and verifying the lessor’s right to do so, the contract registration company shall carry out the following procedures:

                1. Issue the extract of the enforcement instrument, including the contract number and date, place of payment, place of issuance, date of the extract, name of the lessor, name of the lessee, amount due, and current installments.

                2. Notify one of the specialized companies – chosen by the lessor – of the lessee’s breach of contract terms and the lessor’s desire to recover the movable asset, providing it with all the details of the movable asset according to the form approved by the contract registration company.

                 

              • Article Eight

                The contract registration company shall provide the Ministry with a monthly statement including all lessors' requests related to issuing the extract of the enforcement instrument for the recovery of the movable asset, along with details of the specialized companies to which these requests were referred.

                 

              • Article Nine

                The lessor must directly notify the lessee of the recovery of the movable asset through documented communication, which must include at a minimum the following:

                1. The name of the lessor and the entity responsible for collecting overdue amounts.
                2. Contact number for the relevant department and/or third party.
                3. Working hours of the relevant department and/or third party.
                4. The lessor must include the name of the employee, the name of the lessor, and/or the third party if the communication is by phone.

                 

              • Article Eleven

                The lessor must not dispose of the movable asset (For example but not limited to: selling the asset, transferring it to another party, or closing the contract) before the expiration of fifteen (15) days from the date of recovery of the asset, with notification to the lessee of the amounts due and the necessary documents for returning the movable asset.

              • Article Twelve

                Except for the cases mentioned in Article Six of these regulations and procedures, the lessor may apply to the competent court to request the termination of the contract and the recovery of the movable asset in financing lease contracts.

                 

            • Chapter Three: Procedures for Requesting and Issuing the Extract of the Enforcement Instrument for Requesting the Delivery of the Fixed Asset

              • Article Thirteen

                The lessor may apply to the contract registration company to request the issuance of the extract of the enforcement instrument for requesting the delivery of the fixed asset in financing lease contracts in the following cases:

                A. The lessee fails to pay the agreed-upon monthly installments in the financing contract for three consecutive months, or more than five scattered months for seven (7) working days or more for each installment from the date it is due for each five (5) years of the contract term, after the lessor has completed the following steps:
                  1- The lessor must notify the lessee through a formal, documented communication about the requirement to settle overdue payments. If the lessee fails to comply, the lessor may request delivery of the fixed asset. The notice of default must include the following information: (details of the overdue payments, how to rectify and address the default, the period granted to the lessee to rectify the default before initiating repossession procedures of fixed asset, which must be no less than (10) ten working days from the date the lessee receives the notice). This notice should be sent in accordance with the "Notices" clause of the contract.
                  2-Submission of Request: The request to the Contract Registration Company should be made after failing to reach an agreement with the lessee regarding the settlement of overdue payments, or if the lessee requests early ownership of the asset.
                B. Contract Termination, If the lessee fails to take ownership of or return the asset to the lessor after the following conditions are met:
                  1.The contract term has expired.
                  2.The lessee has not transferred ownership of the asset to themselves within the agreed timeframe with the lessor.
                  3.Failure to execute a handover report for the asset to the lessor.
              • Article Fourteen

                Upon receiving the lessor's request for the issuance of extract of executive bond for the delivery of the fixed asset and verifying the lessor's entitlement, the Contract Registration Company will undertake the following procedures:

                1. Obtain a confirmation from the lessor regarding their right to request the repossession of the asset from the lessee, ensuring that the lease contract permits this, and attach all supporting documentation for the request.
                2. For individual real estate financing contracts, notify any housing support programs at the Ministry of Housing (if applicable) of the lessor's intent to repossess the asset from the lessee and provide them with all required information according to the form approved by the Contract Registration Company. This is to assess whether the lessee (individual) meets the support criteria established by the ministry (if applicable).
                3. If there are no support programs at the Ministry of Housing, or if the lessee (individual) does not meet the support criteria, the Contract Registration Company will issue an executive bond for the repossession of the asset and provide it to the lessor, including the contract number and date, place of payment, place of issuance, date of the bond, lessor's name, lessee’s name, amount due, current payments, and asset ownership details.

                 

              • Article Fifteen

                The lessor may present the executive bond for the repossession of the asset to the relevant authority responsible for eviction and repossession and complete the necessary procedures in accordance with applicable regulations.

                 

            • Chapter Four: Procedures for Requesting and Issuing Extract of Executive Document for Financial Execution Certificate

              • Article Seventeen

                The lessor may submit a request to the Contract Registration Company for issuing an executive document extract for a financial execution certificate in the following cases:

                A. Failure of the lessee to pay any of the monthly installments agreed upon in the financing contract. The extract will be issued only for the amounts of the overdue installments.
                B. Compensation to the lessor for each day of delay if the financing lease contract has ended, and the lessee has delayed returning the movable asset or completing the ownership transfer procedures, after ensuring the following:
                  1-The contract between the parties must stipulate the lessor's right to compel the lessee to compensate for each day of delay in returning the movable asset after the contract's end.
                  2-The compensation to the lessor must be calculated based on the daily rent value of the movable asset according to the contract using the following formula: ((Value of the last due rental installment / Number of days in the month when the contract was terminated) × Number of days of delay) = Rental value.
                C. The cost of retrieving the movable asset in cases where the lessor has the right to retrieve it, after ensuring the following:
                  1-The retrieval of the movable asset must have been done through one of the cases specified in Article (Six) of these regulations and procedures.
                  2-The cost must be based on approved invoices issued by Contract Registration Companies and specialized companies.
              • Article Eighteen

                The Contract Registration Company, after receiving the lessor’s request to issue extract of an executive document for a financial execution certificate and verifying the lessor’s entitlement, shall issue the executive document extract including the contract number and date, place of payment, place of execution, date of the extract, the lessor’s name, the lessee’s name, the amount due, and the current installments.

            • Chapter Five: Final Provisions

              • Article Nineteen

                The Contract Registration Company must record and file all requests received from lessors regarding requests for issuing extract of executive document and the outcomes thereof, in an organized manner.

              • Article Twenty

                The lessor must develop internal policies and procedures that align with these regulations and procedures, and that do not conflict with the applicable laws and instructions.

              • Article Twenty-One

                The lessor and Contract Registration Companies must fully comply with these regulations and procedures, in addition to the applicable laws, regulations, and instructions issued by relevant authorities. Neither the lessor nor the Contract Registration Company is exempt from compliance in case of non-adherence.

              • Article Twenty-Two

                These regulations and procedures are subject to updates and amendments as needed.

                 

            • Chapter Six: Enforcement

              • Article Twenty-Four

                These regulations and procedures shall be effective from the date of their issuance.

                 

          • Controls on Total Loss Settlement in the Financial Lease of Vehicles Contracts

            To read the “Controls on Total Loss Settlement in the Financial Lease of Vehicles Contracts”, click here.

          • Rules for Comprehensive Insurance of Motor Vehicles Financially Leased to Individuals

            To read the “Rules for Comprehensive Insurance of Motor Vehicles Financially Leased to Individuals”, click here.

          • Controls for Registration Procedures in the Contract Registry and Data Requirements for Registration; Provisions and Procedures for Third-Party Access to the Registry

            No: 41061554 Date(g): 20/6/2020 | Date(h): 29/10/1441Status: In-Force

            Translated Document

            These regulations were issued under the decision of His Excellency the Governor No. 94/M SH T dated 18/10/1441H, based on the Finance Lease Law issued by Royal Decree No. (M/48) dated 13/8/1433H, and its implementing regulations issued by the decision of His Excellency the Governor No. (1/M SH T) dated 14/4/1434H. In accordance with Article 30 of the implementing regulations of the Finance Lease Law, which states, "Subject to the provisions of the law and these regulations, a decision shall be issued by the Governor in agreement with the Minister of Justice to include the procedures for registration in the Contracts Register, the data required for registration, and the provisions and procedures for third-party access to the Contracts Register."

            The application of these regulations concerns companies that register licensed financial leasing contracts from SAMA.

            • Chapter One: Definitions and General Provisions

              • Article One: Definitions

                1.The terms and phrases used in these rules shall have the meanings assigned to them in the Finance Lease Law and its Implementing Regulation.
                2-For the purpose of applying the provisions of these controls, the following terms and phrases, wherever used in these controls, shall have the meanings set forth below, unless the context indicates otherwise:

                Controls: The regulations for recording in the Contract Register, the data required for registration, and the rules and procedures for allowing others to view the Contract Register.

                Concerned Parties: The contracting parties or individuals authorized by the contracting parties.

                Registration: The recording and official documentation of leasing finance contracts in accordance with the provisions of the law, the regulations, and the controls.

                Company: The joint-stock company specialized in registering leasing finance contracts, licensed according to the law.

                Registered Right: The subject of the leasing finance contract concluded between the parties and recorded or to be recorded in the Contract Register.

                Registrar: The Head and Clerk of the Leasing Finance Contract Register.

                Head of the Contract Register: The registration head appointed by the company, responsible for registration activities and issuing documented bonds.

                Contract Register Clerk: The clerk appointed by the company who is entrusted with recording the contract and its amendments in the register.

                Enforcement Document Extract: A document issued by the company for the enforcement of the leased asset in accordance with the provisions of the Enforcement Law and its Implementing Regulation.

              • Article Two: General Provisions

                1. If SAMA licenses more than one contract registration company, SAMA shall issue rules for standardizing the registry and provisions for the implementation of registration by these companies.
                2. If SAMA licenses more than one contract registration company, these licensed companies must take necessary measures to ensure the unity of the contract registry data, data exchange among them, and the protection and preservation of the contract registry data.
                3. The company shall establish a registry for financial lease contracts and manage it in accordance with the law, the regulations, and the controls.
                4. The registry shall be owned by SAMA and is subject to its supervision and oversight. The company may not make any changes to it without obtaining written consent from SAMA.
                5. The company must follow the latest technologies and best practices, including organizing secure access to the contract registry data.
                6. The company must exercise due diligence in safeguarding the data and ensuring the accuracy of the information contained in the contract registry.
            • Chapter Two: Registration

              • Article Three

                1. The lessor must register the contract and any amendments to it within 10 business days from the date of concluding the contract or making amendments, through the electronic portal of the registry or its replacement.
                2. All transactions affecting the rights and legal status of the parties, as communicated by the contracting parties or the relevant authorities, shall be recorded in the registry.
                3. The company is obligated to maintain all contract records necessary for registering transactions and classifying them according to the latest technologies and best practices. SAMA has the authority to establish regulations and instructions related to this.
              • Article Four

                1-The contents of the registry consist of the data included in the registered contracts and their contents. If the content of the registry conflicts with any other documents between the parties to the contract, the registry content shall prevail. Any amendments to the contract must be attached to the registry; otherwise, they will not be accepted for enforcement.
                2-Notwithstanding the provisions of paragraph (1) of this article, the previous provisions do not apply to contracts concluded before the establishment of the registry, except after they are recorded in the registry and the parties agree to their content.
                3-The registrar must verify the data regarding the subject of the contract, and this data must include, at a minimum, the following:
                  (a)A description of the registered right, including the name, type, serial number—if available—production date, country of origin, and ownership document data of the asset.
                  (b)Insurance data—if available.
                  (c)Contract duration.
                  (d)Total amount of financing under the contract, its duration, method of calculating the rent, and payment mechanism.
                  (e)Bank account number for depositing the rent, and the bank name (if available).
                  (f)Details of the consequences of delay in payment under the contract.
                  (g)Conditions under which the beneficiary may recover the registered right from a third party.
                  (h)Agreement of the contracting parties to disclose contract registry information.
                  (i)Ownership and possession data of the leased asset.
                  (j)Any other data or information that SAMA may later determine or that enforcement authorities may require.
              • Article Five

                Financial lease contracts are to be registered according to the model approved by the company and approved by SAMA.

              • Article Six

                1. Documents and declarations issued by the Contract Registry Clerk must be written in Arabic.
                2. Documents in languages other than Arabic may be certified after being translated into Arabic by a certified translator. In this case, the certification must include both the original document and its translation.
              • Article Seven

                1. The Head of the Contract Registry issues an official document called the Registered Financial Lease Contract, which includes the data recorded in the Contract Registry.
                2. The Head of the Contract Registry issues an Enforcement Document for the Registered Financial Lease Contract according to the model approved by the company and SAMA.
                3. The company may issue other documents according to models approved and authorized by SAMA.
              • Article Eight

                Entries in the Contract Registry must be preserved for at least ten years from the date of the expiration of the obligations arising from the contract.

              • Article Nine

                Concerned parties may obtain a signed and certified paper or electronic copy of the registry from the company.

                 

            • Chapter Three: Registration Documents

              • Article Ten

                1.Pursuant to the provisions of Article (22) of the regulations, the following documents are considered proof of ownership of the leased asset:
                  (a)Real estate ownership deed.
                  (b)Document of ownership of the asset.
                  (c)Customs card.
                  (d)Intellectual property registration certificate.
                  (e)Purchase receipt.
                2.The institution may approve other official documents as proof of ownership or specify additional requirements for proving ownership. The company must announce the institution's decision in this regard.
              • Article Eleven

                1. Registration for identity verification is based on the data from the national identity card, the resident identity card, and commercial registry data or its equivalent for legal entities.
                2. The registration of the registered right and similar assets is based on the proof of ownership document in accordance with Article (Ten) of the controls, The ownership document must be stamped to indicate the rights arising from the registered contract and the registration of ownership rights. Necessary measures must be taken for documents that cannot be stamped, such as property ownership deeds. The company may use electronic means for this purpose.
                3. The company may use electronic means for registering contracts and other services, subject to obtaining SAMA’s approval.
              • Article Twelve

                The holder of the ownership document is prohibited from disposing of the registered right in a manner that contravenes the provisions of the registered contract according to these regulations. Interested parties may file a criminal or civil lawsuit as appropriate and must notify the relevant registrar. In such cases, the registrar must inform one or more licensed credit data service providers, in accordance with the Credit Data Law, to include the information in the credit registry of the ownership document holder.

                 

            • Chapter Four: Access to Registry Data

              • Article Thirteen

                1-The company protects the commercial confidentiality of the concerned parties. However, the company is required to provide registry data to the following entities:
                  (a)The parties to the registered contract.
                  (b)Entities licensed to conduct financing activities, with the lessor's written consent.
                  (c)The judiciary.
                  (d)The institution.
                  (e)Interested parties in the secondary market; the beneficiary may request access to the registry for concerned parties, including advisors, appraisers, and others, in the case of securitization.
                  (f)The Capital Market Authority, subject to obtaining SAMA’s approval.
                  (g)Any other government entity, subject to obtaining SAMA’s approval.
                2-Requests must be submitted electronically or in paper form to the company, which will issue a signed and certified copy of the registration data within five (5) business days from the date of the request.
            • Chapter Five: Access

              • Article Fourteen

                These regulations shall come into effect from the date of their approval.

                 

        • Microfinancing

          • Rules of Engaging in Microfinance Activity

            No: 713300000099 Date(g): 3/10/2019 | Date(h): 4/2/1441Status: In-Force

            Translated Document

             With reference to the powers granted to SAMA pursuant to Finance Companies Control Law issued by Royal Decree No. (M/51) dated 13/8/1433 H, and based on Article 2 of the Implementing Regulation of the Financing Companies Control Law issued by the Governor's Decision No. 2/MFC dated 14/4/1434H, which stated that "SAMA shall organize the Finance sector and supervise the business of the Finance Companies in accordance with the Law and the Regulation as the following: 4- Issuing rules and instructions required to organize the Finance sector.”

            We inform you of the issuance of the decision by His Excellency the Governor, No. 80/BSI, dated 16/1/1441H, which includes the approval of the updated Rules of Engaging in Microfinance Activity that apply to microfinance companies, according to the attached format.

             

            • Chapter Two: Licensing Provisions

              • Article Three

                Microfinance Companies shall be subject to the provisions of licensing finance companies stated in the Law and the Implementing Regulation, and commensurate with the nature and the size of the Microfinance Company’s activity and its type of operations.

              • Article Four

                Notwithstanding Paragraph (2) of Article Twelve of the regulations, a candidate for a senior management position in a microfinance company must be professionally qualified, and must have at least two years of relevant experience in the same field.

            • Chapter Three: Management and Supervision

              • Article Five

                SAMA specifies what a microfinance company shall comply with in terms of information technology, corporate governance, internal organization, outsourcing, risk management, compliance and internal audit based on the nature and the size of the Microfinance Company’s activity and the type of operations.

              • Article Six

                SAMA specifies the provisions that shall be set by Microfinance companies to cover potential losses and risks.

              • Article Seven

                SAMA specifies what a microfinance companies shall comply with regarding the requirements of anti-financial crimes, specifically money laundering, financing terrorism and Counter-Fraud, in a manner that is consistent with the potential risks in these companies.

              • Article Eight

                The Microfinance Company shall establish internal controls and procedures that ensure compliance with these rules and all relevant laws, regulations and instructions, and when contracting with third parties, the Microfinance Company shall ensure the compliance of all third parties with the provisions of these Rules or any related laws and regulations.

              • Article Nine

                The Microfinance Company shall maintain adequate records to prove its compliance with these Rules and all relevant laws, regulations, instructions and take the required measures to prevent any violations of its provisions.

              • Article Ten

                The Board of Directors of the microfinance company forms an audit committee, and it may also form specialized committees to expand the scope of work in the areas requiring special expertise, and shall grant those committees the necessary powers to perform their work and monitor their performance.

              • Article Eleven

                The Microfinance Company shall set written policies, rules and procedures for finance in line with its activity nature, and ensure their implementation, including, as minimum, the following:

                a Rules and conditions for granting Finance and its procedures.
                b Standards and procedures for assessing the economic feasibility of the activity or the production assets to be financed and the borrower’s ability to repay.
                c Procedures to ensure the usage of the finance amount for the purpose specified in the contract.
                d Procedures for monitoring finance performance, and providing advice and guidance to the borrower according to the case.
                e Procedures and controls for collection due installments as well as procedures for dealing with cases of default.
                f Measures of calculation finance cost.
              • Article Twelve

                A Microfinance Company shall establish a code of conduct, approved by the Board of Directors and provide SAMA with a copy of it. This code shall include principles, policies and clear controls for business ethics to deal with the beneficiaries, especially on Credit granting and installment collection practices. The Microfinance Company should take what is needed to ensure the compliance with its code of conduct in line with the relevant Rules, Regulations and Instructions.

            • Chapter Four: Activity Provisions

              • Article Thirteen

                Microfinance shall be limited to Financing the production activates of small business owners, crafts people and the like. A Microfinance Company shall not offer consumer finance or exercise finance activities other than Microfinance.

              • Article Fourteen

                The finance amount provided to each beneficiary of Microfinance shall not exceed one hundred thousand riyals (100,000), SAMA may raise the amount to two hundred thousand riyals (200,000), if it deems necessary.

              • Article fifteen

                Taking into account Article (61) of the implementing regulation, A Microfinance Company may grant financing without collateral; or with collateral, taking into account the type and nature of this finance, in accordance with the policies and procedures of risk management approved by the Board of Directors of the Microfinance Company.

            • Chapter Five: Concluding Provisions

              • Article Seventeen

                SAMA may take all necessary actions to verify the microfinance company’s compliance with these rules, laws, regulations, and relevant instructions, such as requesting the company’s information and documents or on-site supervision, inspection, meeting their employees and viewing their systems, procedures and records, the company must cooperate with SAMA employees and facilitate their work.

              • Article Nineteen

                These rules shall enter into force on the date of their publication on SAMA's website.

        • Debt Based Crowdfunding

          • Rules for Engaging in Debt-Based Crowdfunding

            Date(g): 1/12/2021 | Date(h): 26/4/1443Status: In-Force
            • Chapter I: Definitions and General Provisions

              • Article 1: Definitions

                1-The following terms and phrases, wherever mentioned herein, shall have the same meanings stated in the Finance Companies Control Law.
                 
                 
                2-For the purpose of applying the provisions hereof, the following terms and phrases, wherever mentioned herein, shall have the meanings assigned thereto, unless the context otherwise requires.
                 
                 
                 2.1Rules: the Rules for Engaging in Debt-Based Crowdfunding.
                 
                 2.2Debt-Based Crowdfunding: raising funds from finance Participants through a debt-based crowdfunding Platform to be granted to an Institutional Beneficiary in accordance with a loan contract.
                 
                 2.3Debt-Based Crowdfunding Company: a joint-stock company licensed to engage in Debt-Based Crowdfunding activity.
                 
                 2.4Debt-Based Crowdfunding platform: A web-based platform or any other digital means, including websites and mobile applications, used and run by a Debt-Based Crowdfunding Company to carry out Debt-Based Crowdfunding activity.
                 
                 2.5Institutional Beneficiary: a micro, small or medium-sized enterprise registered in the Kingdom of Saudi Arabia that has obtained or seeks to obtain financing through a Debt-Based Crowdfunding Platform.
                 
                 2.6Participant: a natural or legal person who provides finance to an Institutional Beneficiary through a Debt-Based Crowdfunding Company.
                 
                 2.7Eligible Participant: a natural or legal person to whom one or more of the following applies:
                 
                  a.Has assets with a net value of at least SAR 3,000,000 (three million Saudi riyals).
                 
                 
                  b.Currently working or has worked for at least three years in the financial sector in a position related to finance or investment.
                 
                 
                  c.Has a professional certificate in finance or investment approved by an internationally or locally recognized establishment.
                 
                 
                  d.Has an annual income or profits of at least SAR 600,000 (six hundred thousand Saudi riyals) in the past two years.
                 
                 
                 2.8Finance Amount: funds raised from Participants via a Debt-Based Crowdfunding Platform to be provided for an Institutional Beneficiary.
                 
                 2.9Collection Accounts: Bank accounts that are subject to the Rules for Bank Accounts and used only for the collection and management of the Finance Amount.
                 
                 2.10Default: Default occurs only if one or more of the following criteria are met:
                  2.10.1. The Debt-Based Crowdfunding Company concludes that the Institutional Beneficiary is unable to repay the full Finance Amount after seizing the provided collaterals.
                  2.10.2. The Institutional Beneficiary fails to pay any of the installments agreed upon with the Debt-Based Crowdfunding Company, either in whole or in part, for a period exceeding (90) consecutive days.
                 2.11Significant Shareholders: Anyone who owns five percent (5%) or more of the Debt-Based Crowdfunding Company’s shares or voting rights.
              • Article 2: Scope of Application

                These Rules shall apply to licensed Debt-Based Crowdfunding companies and those applying for a license to engage in Debt-Based Crowdfunding activity.

              • Article 3: Purpose

                These Rules aim to: 
                 
                 1-Establish licensing procedures and requirements for Debt-Based Crowdfunding activity.
                 
                 2-Set the minimum standards and procedures for Debt-Based Crowdfunding Companies when practicing the activity.
                 
              • Article 4: General Provisions

                1-Debt-Based Crowdfunding activity shall not be carried out except after obtaining a license from SAMA in accordance with the Law and these Rules.
                 
                2-The Debt-Based Crowdfunding license application shall be submitted to SAMA in accordance with the Law and the requirements, guidelines and procedures set forth herein and as per the instructions issued by SAMA in this regard from time to time.
                 
            • Chapter II: Licensing Provisions

              • Article 5: License Requests

                The Debt-Based Crowdfunding Company wishing to be licensed shall submit the license request to SAMA. Such request shall be accompanied by the following: 
                 
                 
                 1-A completed license application form as provided by SAMA.
                 
                 2-Articles of association.
                 
                 3-A list of the founding members or shareholders, including the number and percentage of shares of each member or shareholder in the Company.
                 
                 4-The Fit and Proper Form for founding members or shareholders, signed by every founding member or shareholder.
                 
                 5-The Fit and Proper Form for board members, signed by every candidate for board membership.
                 
                 6-An irrevocable bank guarantee for an amount equivalent to the minimum capital, issued in favor of SAMA by a bank licensed to operate in Saudi Arabia and renewed automatically until the capital is paid in full, if the license application is submitted for a company under establishment. Such guarantee shall be released upon the request of the license applicant in any of the following cases:
                 
                  i.If the capital is paid in cash.
                 
                 
                  ii.If the license request is withdrawn.
                 
                 
                  iii.If the license request is rejected by SAMA.
                 
                 
                 7-Draft agreements and proposed contracts with third parties.
                 
                 8-The proposed business model of the Debt-Based Crowdfunding.
                 
                 9-Any other documents, data, records or information required by SAMA.
                 
              • Article 6: Capital

                1-Subject to the provisions of the Companies Law, the minimum capital for the Debt-Based Crowdfunding Company shall be SAR 5,000,000 (five million Saudi riyals).
                 
                2-Taking into consideration the associated risks of the activity and their nature, SAMA may increase or decrease the minimum capital based on the prevailing market conditions or if it deems that the Company’s proposed business model or the nature of its activity requires so.
                 
                3-The Debt-Based Crowdfunding Company shall obtain a written non-objection letter from SAMA before disposing of significant shareholders’ shares, stakes or shares of indirect ownership that affect 5% or more of the Company’s shares or voting rights. 
                 
              • Article 7: Senior Management Requirements

                All candidates for supervisory and executive positions in a Debt-Based Crowdfunding Company must: 
                 
                 a.Meet the professional eligibility requirements set by SAMA.
                 
                 b.Be permanent residents of the Kingdom of Saudi Arabia.
                 
                 c.Be professionally qualified and have sufficient experience in the field.
                 
                 d.Have not violated any of the provisions of the Banking Control Law, the Cooperative Insurance Companies Control Law, finance laws, or the Capital Market Law and its Regulations.
                 
                 e.Have not been previously convicted of an offense impinging upon integrity, unless rehabilitated in accordance with applicable laws.
                 
                 f.Have the sufficient solvency, and have not breached any financial obligations towards their creditors nor have given an indication that they cannot continue to meet their financial obligations towards their creditors.
                 
              • Article 8: Providing SAMA with the Information Required

                1-The license applicant shall provide SAMA with any additional information or documents required within (30) working days
                 
                2-Without prejudice to the provisions of the relevant regulations and instructions, SAMA may reject the application if it fails to meet the period requirement specified in Paragraph (1) of this Article, or if SAMA is provided with incorrect or false information or documents.
                 
              • Article 9: Application Completeness

                SAMA notifies the applicant of the application completeness upon fulfilling all requirements set forth in the Law and these Rules.

              • Article 10: Initial Approval or Rejection

                SAMA informs the applicant of the initial approval or justified rejection within (60) working days from the date the applicant receives notification of application completeness. SAMA’s initial approval shall not be considered a license or permission for companies to engage in Debt-Based Crowdfunding..

              • Article 11: Requirements for Company Incorporation and Business Activity Registration

                1-For a company under establishment, the founding members shall complete the requirements necessary to practice Debt-Based Crowdfunding within six months from the date of SAMA’s initial approval and provide SAMA with a copy of the Company’s commercial register stating the Debt-Based Crowdfunding activity, and a copy of the Company’s articles of association. In case of failure to complete the requirements set out in this paragraph within the specified period, the initial approval shall be deemed expired. In addition, SAMA may extend the period before its expiration for another six months as a maximum.
                 
                2-For an existing company, SAMA shall be provided with a copy of the company’s commercial register stating the Debt-Based Crowdfunding activity within six months from the date of SAMA’s initial approval. In case of failure to submit the requirement set out in this paragraph within the specified period, the initial approval shall be deemed expired. In addition, SAMA may extend the period before its expiration for another six months as a maximum.
                 
              • Article 12: License

                1-SAMA may take any necessary actions to verify that the license applicant for Debt-Based Crowdfunding meets the requirements. Such actions include making on-site visits, meeting the holders or candidates of senior positions, and reviewing the regulations, procedures and records.
                 
                2-SAMA issues a decision to grant the applicant a license to engage in Debt-Based Crowdfunding upon fulfillment of all established requirements and procedures.
                 
                3-The Debt-Based Crowdfunding Company shall not engage in any other finance activity that the Company is not authorized to practice, unless SAMA’s written approval is obtained for such activity.
                 
              • Article 13: License Term

                The license shall be valid for five years and may be renewed by SAMA upon the request of the Debt-Based Crowdfunding Company. In such case, the Company shall submit a written renewal request to SAMA at least three months prior to the expiration of the license.

              • Article 14: Revocation of License

                SAMA may revoke the license in any of the following cases: 
                 
                 1-Upon a written cancellation request submitted by the Debt-Based Crowdfunding Company, taking into account the rights of the Participants and Institutional Beneficiaries as well as the soundness of the financial system.
                 
                 2-If it is proved that the Debt-Based Crowdfunding Company has provided SAMA with false information or failed to disclose material information that should have been provided for licensing purposes.
                 
              • Article 15: License Fees

                SAMA may charge fees as follows: 
                 
                 1-SAR 5,000 for license issuance.
                 
                 2-SAR 2,000 for license renewal or amendment.
                 
            • Chapter III: Internal Organization

              • Article 16: Internal Policies and Procedures

                The Debt-Based Crowdfunding Company shall: 
                 
                 1-Develop written appropriate organizational policies approved by the board. Such policies must include, at least, the internal organization, governance, credit, risk management, compliance, a guide to deal with actual or potential conflicts of interest, confidentiality and security of information, outsourcing, and human resources.
                 
                 2-Ensure that its technical equipment and related systems are adequate for its operational needs, nature of activity and risk situation and in accordance with best practices and SAMA’s instructions in this regard.
                 
                 3-Design its information technology systems and related processes in a way that ensures the data availability, integration, safety and confidentiality and preserve the security of such systems and data. The Debt-Based Crowdfunding Company shall assess these systems and processes on a regular basis in accordance with the generally recognized technical standards.
                 
                 4-Establish business continuity plans for emergencies, including alternative solutions to restore its operations within an appropriate time.
                 
                 5-Keep all documents, records and files of the Participants and Institutional Beneficiaries in an orderly and safe manner and ensure that all files are complete and updated regularly for a period of at least 10 years from the date of the end of the relationship.
                 
                 6-Have sufficient and qualified human resources in terms of knowledge and expertise to meet its operational needs, business activities and risk situation.
                 
                 7-Develop a recruitment plan for vacant positions.
                 
                 8-Develop a plan for cessation of business to be updated periodically to consider any changes to the Company’s business model or in the risks to which the Company is exposed.
                 
              • Article 17: Requirements for Information Security and Combating Financial Crimes

                1-The Debt-Based Crowdfunding Company shall comply with the information security requirements and the relevant laws, regulations and instructions issued by SAMA.
                 
                2-The Debt-Based Crowdfunding Company shall comply with the legal requirements contained in the Anti-Money Laundering Law, Combating Terrorism Crimes and their Financing Law, their Implementing Regulations, and the relevant rules and guidelines as specified by SAMA, in a manner that is consistent with the nature and size of the Company’s activity and risks it may be exposed to. The Debt-Based Crowdfunding Company shall also comply with the requirements and instructions issued by SAMA on financial crimes and fraud.
                 
              • Article 19: Risk Management

                The Debt-Based Crowdfunding Company shall: 
                 
                 
                 1-Establish a written policy including a clear business strategy for risk management, approved and annually updated by its board of directors. The risk management policy shall take into account all relevant types of risks and how to deal with them. Such policy shall cover the analysis of at least the following risks:
                 
                  a.Credit risk.
                 
                 
                  b.Market risk.
                 
                 
                  c.Operational risk.
                 
                 
                  d.Legal risk.
                 
                 
                  e.Reputational risk.
                 
                 
                  f.Technological risk.
                 
                 
                  g.Fraud risk.
                 
                 
                  h.Information security risk.
                 
                 
                  i.Cybersecurity risk.
                 
                 
                  j.Money laundering and terrorist financing risk.
                 
                 
                  k.Outsourcing risk.
                 
                 
                  l. Debt-Based Crowdfunding Platform operational cessation risk.
                 
                 
                  m.Participant protection-related risk, including the Institutional Beneficiary’s default risk.
                 
                 
                 2-Develop appropriate procedures to identify, assess, manage, monitor, communicate, and report risks. These procedures must be included in a comprehensive risk management framework that ensures:
                 
                  a.Early and comprehensive identification of risks.
                 
                 
                  b.Assessment of correlations between risks.
                 
                 
                  c.Immediate coordination with the board of directors, senior management and responsible staff, when needed.
                 
                 
                  d.Immediate communication of identified risks to stakeholders.
                 
                 

                Please review Circular No. (44028131) dated 02/04/1444H regarding Quarterly Risk Report Preparation and Submission to the Central Bank, Including Audited Annual and Quarterly Financial Statements, Prudential Data, and Publication on the Company's Website.

              • Article 20: Auditor

                1-The Debt-Based Crowdfunding Company shall appoint one or more certified external auditors. A written non-objection letter for such appointment shall be obtained from SAMA. SAMA may appoint another auditor at the Company's expenses whenever its business' size and nature require so.
                 
                2-SAMA may require the external auditor to explain their report or disclose other facts from which they obtain knowledge in the course of an audit that could indicate a violation of the applicable laws, regulations, or instructions or a violation of the by-laws of the Company.
                 
              • Article 21: Saudization of Human Resources

                1- At least 50% of all employees of the Debt-Based Crowdfunding Company shall be Saudi nationals, including different departments and administrative levels, when the Company starts its operations.
                 
                2-The percentage of Saudization must be increased annually by at least 5% until it reaches 75%. Afterward, SAMA may determine the minimum required annual increase.
                 
              • Article 22: Participants and Institutional Beneficiaries’ Protection and Data Confidentiality

                1-The Debt-Based Crowdfunding Company shall establish a function for handling complaints and set clear procedures for receiving, documenting, reviewing, and responding to the complaints of Participants and Institutional Beneficiaries within the period specified by SAMA. Such complaints shall be kept in special records that also include all necessary details in relation to the complaint and the procedures taken.
                 
                2-All employees of the Debt-Based Crowdfunding Company shall maintain the confidentiality of data and transactions related to the Participants and Institutional Beneficiaries and shall not disclose them to other parties even after the end of service for employees or revocation of license, except in accordance with the relevant laws, regulations and instructions.
                 
                3-The Debt-Based Crowdfunding Company shall take all necessary measures to ensure the confidentiality of information and transactions related to Participants and Institutional Beneficiaries.
                 
            • Chapter IV: Activity Provisions

              • Article 23: Participant Due Diligence

                1-The Debt-Based Crowdfunding Company shall prepare a Participant due diligence program. This program must include policies and procedures for the following, as a minimum:
                 
                 a.Know Your Customer (KYC).
                 
                 b.Information security.
                 
                 c.Data privacy and confidentiality.
                 
                 d. Combating financial crimes, such as money laundering and terrorist financing.
                 
                2-The Debt-Based Crowdfunding Company shall comply with the Electronic Transactions Law and its Implementing Regulations and relevant laws and shall establish the necessary procedures and measures to ensure the validity of information, including:
                 
                 a.verifying the Participant’s email address and phone number by sending a verification link to the registered email and number (Authentication)
                 
                 b.Developing procedures necessary to ensure the provision of up-to-date information, such as the national address.
                 
              • Article 24: Assessment of the Creditworthiness and Due Diligence of the Institutional Beneficiary

                1-The Debt-Based Crowdfunding Company shall check and document the credit record of the Institutional Beneficiary after its approval.
                 
                2-Upon the Institutional Beneficiary’s approval, the Debt-Based Crowdfunding Company shall register the credit information of the Institutional Beneficiary with one or more of the licensed credit bureaus in accordance with the relevant laws, regulations, and instructions. Such information shall be updated throughout the period of dealing with the Institutional Beneficiary.
                 
                3-The Debt-Based Crowdfunding Company must decline the finance request in case of the absence of approval from the Institutional Beneficiary mentioned in paragraphs (1) and (2) of this Article. 
                 
                4-The Debt-Based Crowdfunding Company shall adopt clear, transparent and documented scientific methods, criteria and procedures to evaluate the creditworthiness of the Institutional Beneficiary and its ability to repay the debt. Such methods, criteria, and procedures shall be applied in accordance with the best practices in this field. The board of directors of the Debt-Based Crowdfunding Company shall approve these criteria and procedures, review them at least on an annual basis, update them when necessary, and document such updates.
                 
                5-The Debt-Based Crowdfunding Company shall set clear policies regarding the Institutional Beneficiary due diligence in accordance with the Anti-Money Laundering Law and the Law of Combating Crimes of Terrorism and its Financing, their Implementing Regulations and relevant instructions. The Company shall also set identification criteria and initial due diligence for the Institutional Beneficiary. The due diligence framework shall cover at least the following:
                 
                 a.Verifying the legal status of the Institutional Beneficiary.
                 
                 b.Verifying the identity of the Institutional Beneficiary, including its establishment.
                 
                 c.Verifying the address of the Institutional Beneficiary.
                 
                 d.Ensuring that there is no conflict of interest between the Debt-Based Crowdfunding Company and the Institutional Beneficiary.
                 
                 e.Verifying the sufficiency of the Institutional Beneficiary’s resources to carry out the activity, including its solvency, credit history, and past performance.
                 
                 f.Assessing the Institutional Beneficiary’s business or financing levels (if any) and the existing financing and its source.
                 
                 g.Assessing the business plan of the Institutional Beneficiary.
                 
                6-Without prejudice to the provisions of the relevant laws, the Debt-Based Crowdfunding Company shall inform Participants of the results of the due diligence procedure in the risk assessment process.
                 
              • Article 25: Service Agreements Between Parties

                1-The Debt-Based Crowdfunding Company shall draw up a paper or electronic contract with Participants in accordance with the relevant legal requirements. Each party shall receive a copy of the contract that must clarify at least the following:
                 
                 a.Contract parties.
                 
                 b.Contract scope.
                 
                 c.Contract term.
                 
                 d.Institutional Beneficiary’s name - and commercial register number or the unified number.
                 
                 e.Finance type.
                 
                 f.Finance Amount.
                 
                 g.Fees.
                 
                 h.Rights and obligations of the contract parties.
                 
                 i.Dispute settlement and compensation mechanism.
                 
                 j.Expected net Profit that Participants will receive.
                 
                 k.Obligations of the Debt-Based Crowdfunding Company to manage financing, including the method of transferring payments made by the Institutional Beneficiary, to the Participant.
                 
                 l.Procedures to be followed in case of default.
                 
                 m.Contingency arrangements to deal with business disruption or cessation of the Debt-Based Crowdfunding Company.
                 
                 n.Contract termination and expiration.
                 
                 o. Participants’ right to withdraw their finance amounts before the completion of the Finance Amount.
                 
                2-The Debt-Based Crowdfunding Company shall draw up a paper or electronic finance contract with the Institutional Beneficiary when providing finance. Each party shall receive a copy of the finance contract that must clarify at least the following:
                 
                 a.Names of the contract parties, commercial register number of the Institutional Beneficiary or its unified number, official addresses, and contact information including mobile phone number and email address.
                 
                 b.Finance type.
                 
                 c.Contract term.
                 
                 d.Finance Amount.
                 
                 e.Conditions for withdrawing the Finance Amount, if any.
                 
                 f.Term cost and its application conditions.
                 
                 g.Annual percentage rate (APR).
                 
                 h.Term of payment of fees or funds required without paying the Finance Amount and the conditions for such payment.
                 
                 i.Consequences of delayed payment of installments.
                 
                 j.Guarantee and security required.
                 
                 k.The number of the account used for depositing finance installments and the name of the bank.
                 
                 l.Early repayment procedures, if any.
                 
                 m.Procedures for dealing with guarantees in case of value reduction.
                 
                 n.Procedures for exercising the right to terminate the finance contract.
                 
                 o.Permission of the Institutional Beneficiary to include its information in the credit record.
                 
                 p.Requiring the Institutional Beneficiary to notify the Debt-Based Crowdfunding Company, within a reasonable period, of any material changes that would affect Participants, the Institutional Beneficiary’s business, or the implementation of their projects.
                 
                 q.Requiring the Institutional Beneficiary to submit its financial statements, including bank account statements, on an annual basis at least.
                 
                 Any other information specified by SAMA.
                 
              • Article 26: Credit Limits

                1-The total amount of existing finance provided through the Platform shall not exceed 40 times the Debt-Based Crowdfunding Company’s capital and reserves, unless a written non-objection letter from SAMA is obtained.
                 
                2-Finance shall be limited to commercial enterprises registered in Saudi Arabia, and the Debt-Based Crowdfunding Company shall not grant financing for consumer purposes.
                 
                3-The total amount of existing finance provided to each Institutional Beneficiary that is a micro, small, or medium-sized enterprise shall not exceed SAR 7,500,000 (seven million five hundred thousand Saudi riyals), except for large enterprises, enterprises licensed to practice real estate development activity, or in case a written non-objection letter from SAMA is obtained.
                 
                4-The Participant’s contribution shall not exceed 25% of the Finance Amount requested for each Institutional Beneficiary. The existing financing for each Participant shall not exceed SAR 250,000 (two hundred fifty thousand Saudi riyals) for all finance options offered through the Debt-Based Crowdfunding Platform. Eligible Participants shall be excluded. The Debt-Based Crowdfunding Company may increase the maximum limit of existing financing for Participants after obtaining a written non-objection letter from SAMA.
                 
                5-Taking into account paragraph (1) of this Article, the Debt-Based Crowdfunding Company may participate in financing Institutional Beneficiaries through the Platform and in this case, it shall consider the following:
                 
                 a) Obtaining a non-objection letter from SAMA for the Debt-Based Crowdfunding Company to participate in financing Institutional Beneficiaries through the Platform.
                 
                 b) The Debt-Based Crowdfunding Company shall have an approved policy by the board to organize the participation process in financing Institutional Beneficiaries.
                 
                 c) The total existing finance provided by a Debt-Based Crowdfunding Company through its participation shall not exceed 8 times the capital and reserves, unless a non-objection letter from SAMA is obtained and provided that the existing finance does not exceed the financing limits referred to in paragraph (1) of this Article.
                 
                 d) The participation percentage shall not be less than (5%) and shall not exceed (25%) of the total Finance Amount required by the Institutional Beneficiary. SAMA may increase or decrease these percentages as it deems appropriate.
                 
                 e) SAMA may require the participation of the Debt-Based Crowdfunding Company, which obtains SAMA’s non-objection to finance Institutional Beneficiaries through the Platform, in all available opportunities if deemed necessary.
                 
              • Article 27: Fund-Raising and Payment Provisions

                1-The fund-raising period for each Institutional Beneficiary shall not exceed (60) days, provided that the funds are transferred to the Institutional Beneficiary within a period not exceeding five working days after the total Finance Amount is raised. In the event that the requested Finance Amount is not covered during the fund-raising period, the finance campaign shall be void, and Participants shall be refunded within (15) days after the end of the fund-raising period.
                 
                2-The Debt-Based Crowdfunding Company shall publish the Institutional Beneficiary’s information on the Platform, granting a period of no less than (24) hours for Participants to view this information before the beginning of the fund-raising period. Participants shall be allowed to withdraw their finance amounts at any time prior to the completion of the Finance Amount.
                 
                3-The Finance Amount repayment period shall not exceed (60) months. The Debt-Based Crowdfunding Company may extend this period upon the Participants’ approval.
                 
                4-Repayment shall only be made through electronic channels, and it is prohibited to repay in cash.
                 
                5-The Debt-Based Crowdfunding Company, which enables automatic participation in the financing option, shall clarify this for the Participants and obtain their pre-approval to activate this option and allow them to cancel it at any time.
                 
                6-The funds available in the Collection Account shall be separate and independent from the funds of the Debt-Based Crowdfunding Company, and shall not be used for purposes other than collecting and managing the Finance Amount.
                 
                7-The account used for Participants’ funds in the Debt-Based Crowdfunding Company shall be named (Finance Amount Management Account - name of the Debt-Based Crowdfunding Company).
                 
              • Article 28: Disclosure

                1-By using the Platform, the Debt-Based Crowdfunding Company shall clarify the nature of the business offered and publish awareness-raising information, in addition to the risks resulting from participation in Debt-Based Crowdfunding. The Company shall also ensure that the nature of the relationship between finance process parties is clarified on the 
                Platform.
                 
                2-The Debt-Based Crowdfunding Company shall prepare the appropriate declarations and pledges and enable the Participants and the Institutional Beneficiary to read and agree to them before using the Debt-Based Crowdfunding Platform. Before using the Platform, the Company shall obtain an electronic acknowledgment from the Participants through a (Pop-Up Window), which includes their acknowledgment of the risks associated with Debt-Based Crowdfunding.
                 
                3-The Debt-Based Crowdfunding Company shall clearly share basic information about how the service works on the Platform. Such information shall include, at a minimum, the following:
                 
                 a.Details on how the Platform works.
                 
                 b.The extent to which the Debt-Based Crowdfunding Company is participating in financing Institutional Beneficiaries, in addition to the Company’s policy for participation.
                 
                 c.Details of the service fees
                 
                 d.Any financial interest of the Debt-Based Crowdfunding Company or a relevant person that may lead to a conflict of interest.
                 
                 e.Approved standards for assessing the Institutional Beneficiary’s credit rating, including but not limited to: The Institutional Beneficiary’s financial position standard, the solvency of the Institutional Beneficiary and its owners, the Institutional Beneficiary’s credit record, and the collaterals provided by the Institutional Beneficiary.
                 
                 f.Eligibility criteria of Participants.
                 
                 g.The mechanism of dealing with the Participants’ funds when the Finance Amount requested is not covered.
                 
                 h.The steps taken by the Debt-Based Crowdfunding Company and the rights of relevant parties if a material change occurs in the conditions of the Institutional Beneficiary.
                 
                 i.The mechanism followed by the Debt-Based Crowdfunding Company in case of default.
                 
                 j.The measures put in place by the Debt-Based Crowdfunding Company for information security and data protection.
                 
                 k.Contingency arrangements in the event the Debt-Based Crowdfunding Platform ceases to operate.
                 
                4-The Debt-Based Crowdfunding Company shall clearly share on its Platform all relevant information about each Institutional Beneficiary, including at least the following:
                 
                 a.A detailed description of the Institutional Beneficiary’s project for which it aims to obtain the Finance Amount, including the total Finance Amount requested and how the funds will be used.
                 
                 b.Audited financial statements of the Institutional Beneficiary for the last two years, if any.
                 
                 c.Current and future key financial indicators of the Institutional Beneficiary.
                 
                 d. The results of the Institutional Beneficiary due diligence process conducted by the Debt-Based Crowdfunding Company.
                 
                 e.A statement clarifying that displaying the project on the Platform shall not be considered as advice to provide financing to the Institutional Beneficiary.
                 
                 f.Details of the term cost and Participants’ expected profits aside from the charges and fees received by the Debt-Based Crowdfunding Company and any other rights related to the financing.
                 
                 g.Guarantees and any restrictions on their use.
                 
                 h.The charges and fees received by Debt-Based Crowdfunding Company.
                 
                 i.The Debt-Based Crowdfunding Company’s participation percentage in financing Institutional Beneficiaries, if any.
                 
                 j.Payment terms and the preventive controls and measures taken.
                 
                5-The Debt-Based Crowdfunding Company shall clearly share information on its Platform about the significant risks that Participants may face from using the Debt-Based Crowdfunding Platform. Such information shall include, but not be limited to, the following:
                 
                 a.The potential for Participants to be exposed to material risks, including the loss of some or all of their money in case of default.
                 
                 b.A clear and detailed list of the potential risks that the Institutional Beneficiary may face.
                 
                6-The Debt-Based Crowdfunding Company shall clearly share on the homepage of its electronic Platform the main information on the status of its existing finance opportunities and update this information quarterly or upon the occurrence of developments, whichever comes first. Such information shall include, at a minimum, the following:
                 
                 a.The default percentage of the opportunities financed, classified according to the level of risks.
                 
                 b.Total amounts collected by the Debt-Based Crowdfunding Company compared to the Finance Amounts to be collected.
                 
                 c.Clarifying that the data contained in paragraphs (a) and (b) are not considered sufficient indicators to anticipate the future performance of the Debt-Based Crowdfunding Company or that of Institutional Beneficiaries.
                 
                7-The Debt-Based Crowdfunding Company shall follow up with the Institutional Beneficiary’s commitment to the financing contract and notify Participants using electronic communication means (SMS messages or email) within (72) hours from the date of occurrence of any of the below-mentioned cases, in addition to clarifying the measures to be taken 
                by the Debt-Based Crowdfunding Company on a case-by-case basis:
                 
                 a.Approval of the Institutional Beneficiary’s request for early repayment.
                 
                 b.Default.
                 
                 c.Existence of a legal dispute with the Institutional Beneficiary over the financing contract.
                 
              • Article 29: Conflict of Interests

                1-The Debt-Based Crowdfunding Company shall take reasonable measures to avoid and address any conflict of interest to ensure fair treatment of all participants.
                 
                2-The Debt-Based Crowdfunding Company shall not provide advice to Participants in relation to the Institutional Beneficiary’s projects displayed on the Debt-Based Crowdfunding Platform.
                 
                3-The Debt-Based Crowdfunding Company shall not offer finance or grant facilities to an Institutional Beneficiary in which one of the members of the board of the Debt-Based Crowdfunding Company, its directors, or its employees, as well as their spouses and first- or second-degree relatives has an interest.
                 
                4-The staff of the Debt-Based Crowdfunding Company, including members of the board and its committees, in addition to its major shareholders, shall not participate in any finance granted through the Platform. SAMA may issue regulatory controls to allow staff and major shareholders of the Debt-Based Crowdfunding Company to participate in finance granted through the Platform.
                 
            • Chapter V: Supervision and Compliance

              • Article 30: SAMA Supervision

                1-The Debt-Based Crowdfunding Company shall:
                 
                 a.Provide SAMA with any other required data, information, and/or documents in accordance with the forms, control, instructions and times determined by SAMA.
                 
                 b.Provide SAMA, upon its request, with all information and documents related to the Debt-Based Crowdfunding Company, its activities, shareholders, and staff. Refusal to do so shall be deemed a violation of the provisions of these Rules and the Law.
                 
                 c.Enable SAMA’s specialized staff and appointed auditors, upon request, to access facilities relevant to the Debt-Based Crowdfunding Company’s business and all documents and data (including digital data).
                 
                2- The Debt-Based Crowdfunding Company and its staff shall not conceal, or attempt to conceal, any information or violations or refrain from answering any inquiries made by SAMA.
                 
                3- MA may take necessary actions to ensure the compliance of Debt-Based Crowdfunding Companies with the relevant rules, laws, regulations, and instructions. Such actions may include making supervisory or inspection visits to the Company’s head office, meeting its staff, and reviewing its regulations, procedures, and records. SAMA may appoint a 
                third party at the expense of the Debt-Based Crowdfunding Company to carry out any of the procedures taken in accordance with the provisions of the Rules.
                 

                Please review Circular No. (44028131) dated 02/04/1444H regarding the Quarterly Risk Report Preparation and Submission to the Central Bank, Including Audited Annual and Quarterly Financial Statements, Prudential Data, and Publication on the Company's Website

              • Article 31: Compliance

                1-The Debt-Based Crowdfunding Company shall establish internal controls and procedures to ensure compliance with the Rules and all relevant laws, regulations, and instructions.
                 
                2-The Debt-Based Crowdfunding Company shall keep sufficient records to confirm compliance with the relevant rules, laws, regulations, and instructions, and it shall take the necessary procedures to prevent any violation of its provisions.
                 
                3-Without prejudice to the commitments contained in the Rules, the Debt-Based Crowdfunding Company shall not disclose any information to third parties without the approval of SAMA.
                 
                4-The Debt-Based Crowdfunding Company shall obtain a written non-objection letter from SAMA before partial or complete liquidation.
                 
            • Chapter VI: Concluding Provisions

              • Article 33: Enforcement

                These Rules shall enter into force on the date of their publication on SAMA's official Website.

        • Buy Now Pay Later (BNPL)

          • Rules for Regulating Buy-Now-Pay-Later (BNPL) Companies

            To read the "Rules for Regulating Buy-Now-Pay-Later (BNPL) Companies", click here.

    • Disclosure and Reports

      • Prudential Data Forms

        Based on Article Twenty-five of the implementing regulations for finance companies control law, issued by Royal Decree No. M/51 and dated 13/08/1433H, which states that "The Finance Company shall provide SAMA with precautionary data at specific times according to the models, controls and instructions determined by SAMA."

        We are attaching electronic copies of the annual and quarterly Prudential Data Forms for finance companies, along with the approved guidelines for preparing the referenced Prudential Data Reports, while adhering to the following:

         FirstThe finance company must complete all required prudential data forms for the annual and quarterly reports electronically according to the approved instructions and guidelines. SAMA must receive these data models no later than twenty-five (25) working days from the end of March and June of each year for the annual data. Additionally, the semi-annual data must be provided within (60) sixty days from the end of the financial year in the case of the annual professional data forms. 
         Second:

        The Prudential Data Forms after completion must be submitted electronically in the required format (Excel) by the specified deadlines, along with a scanned electronic copy of the Statement Certification signed by the Chief Accountant, CFO, and CEO or Managing Director, as applicable. A matching hard copy of the Prudential Data Forms, along with the original signed Statement Certification, should be sent to the General Administration for the Supervision of Financing Companies at the following address:

        General Administration for the Supervision of Financing Companies

        SAMA - Main Headquarters

        P.O. Box 2992, Riyadh 11169, Kingdom of Saudi Arabia

         ThirdThe annual prudential data forms must be reviewed by the external auditor of the finance company before being submitted to SAMA. A signed copy of the audit certificate should be attached with the forms.
         Fourth:

         "Based on the period specified in 'First' above, the financing company must electronically provide SAMA with the annual prudential data forms for 2014, after they have been reviewed by the company's auditor, along with a copy of the audit certificate. Additionally, the company must submit the quarterly prudential data forms for the first quarter of 2015 by no later than 13 Ramadan 1436 AH, corresponding to 30 June 2015. The financing company must also provide SAMA with the tables of the annual financial data forms for the years 2010, 2011, 2012, and 2013 by no later than 26 Dhul-Qi'dah 1436H, corresponding to 10 September 2015. The required tables for the years 2010, 2011, 2012, and 2013 are as follows:"

        Cover Page; General Details1.1 Balance Sheet Summary; 1.2 Overall Financing Portfolio

        {selected table: Gross Financing Volumes by Borrowing Sector, Gross Financing Volumes by Activity and Real Estate Financing by Property Type}; 1.3 Non-Performing Assets; 1.4 Sources of Funds;1.6 Off-Balance Sheet; 1.7 Assets Sale and Repurchase Analysis and 2.1 Income Statement

         FifthFailure to submit the prudential data forms to SAMA within the specified timeframes or submission of inaccurate or inconsistent data will be considered a violation of the finance companies control law and its implementing regulations which may lead to take legal measures against the finance company.
         Sixth:

        If there are any questions regarding the prudential data forms, you can contact SAMA via email. Also, the relevant forms and guidelines can be obtained from SAMA's website or by emailing the address provided.

        The latest version of the forms and guidelines can be obtained through SAMA's website or by requesting them by contacting the General Directorate of Finance Companies Control at the email referred to above.

         


        In accordance with SAMA circular No. 41065187, dated 17/11/1441 H, the prudential returns data models have been updated for the annual and quarterly annual, Finance companies must adhere to the following:

        First: The finance company must complete all required data and follow the instructions provided in the prudential data models, ensuring that the validation rules are correctly applied before submission.

        Second: Completed prudential data models should be submitted in Excel format via the Supervisory Data System (Returns Management System "RMS"). In case of any technical issues, they should be submitted via email to the designated prudential data.

      • Provide SAMA with Quarterly Risk Reports, Audited Annual Financial Statements and Quarterly Financial Statements of Finance Companies

        Based on Article Forty of the implementing regulations for finance companies control law, issued by Royal Decree No. M/51 dated 13/08/1433 H, which states that "The Finance Company must submit to SAMA the report referred to in Article (Thirty-Nine) of this Regulation, after being discussed and approved by credit and risk management committee and the board, along with the decisions made in this regard." and Article seventy-two of the Implementing Regulation of the Finance Companies control Law which states that "1. The Finance Company must provide SAMA with its audited annual financial statements, auditor’s report, and the Boards report at least five business days before its publishing date. 2. The Finance Company must provide SAMA with its quarterly financial statements and auditor’s report at least five business days before its publishing date." We hope to adhere to the following:"

         First: Provide SAMA with the quarterly report on risks after discussing it by the Risk and Credit Management Committee and the Board of Directors and approving it, including the decisions taken in this regard within (30) thirty business days from the end of March, June, September and December of each Gregorian year. 
         Second: The quarterly and annual audited financial statements must be submitted to SAMA no later than twenty (20) business days from the end of March, June, September of each Gregorian year.
         Third: SAMA must be provided with the audited annual financial statements, reviewed by the audit committee and board of directors, no later than forty-five (45) business days from the end of the calendar year.
         Fourth: Except for the periods specified in (Third) above, the finance company must provide SAMA with its audited annual financial statements and the report of its board of directors by the deadline specified on 15/06/1437 H (corresponding to 24/03/2016 G).
         Fifth: The Quarterly report on risk management and the audited annual financial statements, along with the prudential data forms, must be sent electronically to the email address with a digitally signed copy on behalf of the company.*
         Sixth: Failure to submit the quarterly reports on risk management and audited financial statements to SAMA will be considered a violation of the implementing regulations for finance companies control law and may lead to the appropriate measures being taken against the finance company.

        *Note: This paragraph has been amended according to Circular No. 108909/99 dated 07/07/1441 H.

    • Special Finance Companies

      • The Rules Governing Real Estate Refinance Companies

        No: 43083271 Date(g): 26/4/2022 | Date(h): 25/9/1443Status: In-Force
        • Chapter I: Definitions and General Provisions

          No: 43083271 Date(g): 26/4/2022 | Date(h): 25/9/1443Status: In-Force
          • Article 1: Definitions

            1.The terms and phrases used in these Rules shall have the same meanings as those defined in the Real Estate Finance Law and its Implementing Regulations.
             
            2.The following terms and phrases, wherever mentioned in this document, shall have the meanings assigned to them unless the context otherwise requires:
             
             SAMA: The Saudi Central Bank.
             
             Law: The Real Estate Finance Law.
             
             Rules: The Rules Governing Real Estate Refinance Companies.
             
             Real Estate Refinance Company (the Company): A joint stock company licensed to engage in real estate refinance activities.
             
             Real Estate Financier: Commercial banks and finance companies licensed to engage in real estate finance activities.
             
             Real Estate Finance: Extending credit to a borrower to own a dwelling.
             
             Real Estate Finance Contract: A deferred payment contract extended to a borrower to own a dwelling.
             
             Real Estate Finance Contractual Rights Cash flows, mortgages, collaterals and other rights arising under a real estate finance contracts.
             
             Borrower: A natural person who obtains a real estate finance.
             
             Primary Market: Real estate contracts concluded between borrower and real estate financiers.
             
             Secondary Market: Trading of the right of real estate finance entities resulting from primary market contracts.
             
             Real Estate Refinance Activity: The refinancing of real estate financiers and entities engaging in real estate finance activities to provide liquidity and facilitate the trading of real estate contractual rights in capital markets.
             
             Sector: The real estate finance sector.
             
          • Article 2: General Provisions

            1.The Company shall be subject to the supervision and control of SAMA in accordance with the Real Estate Finance Law and its Implementing Regulations, the Finance Companies Control Law and its Implementing Regulations, and SAMA’s instructions.
             
            2.The Rules shall apply to companies licensed by SAMA to engage in real estate refinance activity.
             
            3.The Company shall direct its services and products to real estate financiers. The company may, after obtaining a no-objection letter from SAMA, grant finance or purchase finance or acquire finance rights of non-real estate financiers.
             
          • Article 3

            The Company shall carry out the trading of real estate contractual rights and facilitate cash flows to real estate financiers to: 
             
            1.Achieve growth and stability in the secondary market for real estate finance.
             
            2.Provide liquidity to the secondary market and provide better access to real estate financiers to finance home ownership for borrowers.
             
            3.Increase the liquidity of the real estate finance investments and ensure proper distribution of investment capital allocated for real estate finance among different regions and categories.
             
            4.Become an intermediary between the Sector and domestic and foreign financing sources.
             
          • Article 4

            1.To achieve its objectives, the Company may:
             
             a.Acquire, hold and use due payments of any kind of finance obligations and rights related to financed residential real estate.
             
             b.Issue securities in accordance with the Capital Market Law after obtaining a no-objection letter from SAMA regarding issuance programs.
             
             c.Provide finance solutions for real estate financiers to finance individual borrowers.
             
             d.Invest its cash in vault in a manner that enables it to manage its assets and liabilities with the utmost efficiency upon obtaining a no-objection letter from SAMA.
             
             e.Issue bonds, sukuk, notes, securities, and other debt instruments to meet its objectives upon obtaining a no-objection letter from SAMA.
             
             f.Carry out any other transactions that serve, complement or support its activities in conformity with its bylaws and after the approval of SAMA.
             
            2.The Company may impose charges for its services, in order to cover all costs and expenses of its operations, make fair profits, and ensure being financially self-sufficient. SAMA is authorized to control and restrict the pricing of the services of the Company.
             
          • Article 5

            The Company shall not: 
             
            1.Provide finance to a real estate financier using real estate finance contractual rights as collateral before making arrangements that ensure that such rights have been transferred to the real estate refinance company as collaterals.
             
            2.Extend real estate finance directly to borrowers.
             
            3.Acquire real estate/non-real estate assets other than those necessary to manage its business unless it has obtained a no-objection letter from SAMA.
             
            4.Undertake partial or complete liquidation of its activity or itself as a whole without obtaining a no-objection letter from SAMA.
             
        • Chapter II: Capital Adequacy and Liquidity

          No: 43083271 Date(g): 26/4/2022 | Date(h): 25/9/1443Status: In-Force
          • Article 6

            1.The Company shall comply with the levels of capital adequacy and liquidity required in accordance with the rules, requirements and criteria stipulated by SAMA, including the following:
             
             a.Capital adequacy ratio as determined by SAMA.
             
             b.Leverage ratio as determined by SAMA.
             
             c.Minimum liquidity ratio to be implemented by the Company.
             
            2.The Company shall not increase nor decrease its capital before obtaining a prior written approval from SAMA.
             
        • Chapter III: Corporate Governance

          No: 43083271 Date(g): 26/4/2022 | Date(h): 25/9/1443Status: In-Force
          • Article 7

            All members of the board of directors or any of its committees must meet the professional eligibility, and the appointment and ‘fit and proper’ criteria set by SAMA. In particular, the member must: 
             
            1.Not combine work in supervising or auditing the Company with being a member in the board of the Company.
             
            2.Not have been dismissed from a leadership or executive position in a financial institution as disciplinary measure.
             
            3.Not be a board member in another real estate financier
             
            4.Not have been convicted of violating the provisions of any penal law, the Banking Control Law, the Capital Market Law, the Cooperative Insurance Companies Control Law and its regulations, finance laws and their regulations, or any other laws or regulations inside or outside Saudi Arabia.
             
            5.Not have been previously convicted of a breach of trust offense, unless rehabilitated, or unless 10 years have passed since the completion of the sentence and on the condition of obtaining a no-objection letter from SAMA.
             
            6.Have the sufficient solvency and have not breached any financial obligations towards their creditors nor have given an indication that they are unable to continue to meet their financial obligations towards their creditors.
             
            7.Be informed of laws and instructions relevant to finance and fully versed in the tasks and responsibilities of board members.
             
          • Article 8

            All candidates for senior management positions must meet the professional eligibility and ‘fit and proper’ requirements set by SAMA. In particular, the candidate must: 
             
            1.Be a permanent resident of the Kingdom of Saudi Arabia.
             
            2.Be professionally qualified, in both applied and theoretical aspects, and must have at least five years of relevant experience.
             
            3.Not have been dismissed from a previous job as a disciplinary measure.
             
            4.Not have been convicted of violating provisions of any penal law or any provisions or regulations of the Capital Market Law, the Banking Control Law, the Cooperative Insurance Companies Control Law, or finance laws.
             
            5.Not have declared bankruptcy or entered into a general settlement with any creditor.
             
            6.Not have been previously convicted of a breach of trust offense, unless rehabilitated, or unless 10 years have passed since the completion of the sentence and on the condition of obtaining a no-objection letter from SAMA.
             
            7.Have the sufficient financial solvency, and shall not have breached any financial obligations towards their creditors nor have given an indication that they are unable to continue to meet their financial obligations towards their creditors.
             
          • Article 9

            1.The board of directors shall constitute specialized committees to expand the scope of its work in areas that require specific expertise. The board shall be responsible for determining the powers of the committees and monitoring their performance. The committees constituted shall include, at least, an audit committee, a risk and credit management committee, an executive committee, and a nomination and remuneration committee.
             
            2.The board of directors shall determine the Company’s policies and work procedures regarding real estate refinance and is entitled to delegate specialized committees in a manner that would not impede the roles exercised by the board. Such policies and procedures must take effect upon receiving a no-objection letter from SAMA.
             
          • Article 10

            1.The senior management of the Company shall constitute an assets and liabilities committee.
             
            2.This committee shall assume its roles regarding assets and liabilities management, its expectations of the future, the potential effects of a change in term cost, and the requirements of liquidity and capital adequacy in line with the size and nature of the Company’s operations.
             
          • Article 12

            1.The Company shall comply with the Principles of Corporate Governance for Financial Institutions supervised and controlled by SAMA.
             
            2.The Company shall develop internal corporate governance regulations that must be approved by the board and submitted to SAMA. Such regulations must include at least the following:
             
             a.A description of the organizational structure, including all departments and functions and their respective tasks and responsibilities.
             
             b.Independence and separation of duties.
             
             c.Internal control laws and regulations.
             
             d.Roles of the board and its committees, the composition and duties of each.
             
             e.Remuneration and compensation policies.
             
             f.Conflict of interest controls.
             
             g.Integrity and transparency controls.
             
             h.Compliance with applicable laws and regulations.
             
             i.Methods for securing confidentiality of information.
             
             j.Safeguards for fair dealings.
             
             k.Protection of the Company’s assets.
             
             l.Protection of stakeholders and dealing with other parties.
             
        • Chapter IV: Activities of Real Estate Refinance Companies

          No: 43083271 Date(g): 26/4/2022 | Date(h): 25/9/1443Status: In-Force
          • Article 14

            The Company and its employees shall maintain the confidentiality of the data of borrowers, and in particular: 
             
             1.The Company and its employees shall not disclose the personal or credit data and information of any borrower, whether directly or indirectly, unless such disclosure was made pursuant to their express written consent, a judgement of a competent court of law or any legal instance. The clause shall survive the expiry of the relationship.
             
             2.Any person who has accessed information due to the nature of their profession or job or during the course of their work, whether directly or indirectly, shall maintain the confidentiality of the data and information related to borrowers. This includes charted accountants and consultants appointed by SAMA or the Company.
             
             3.The provisions of Paragraphs (1) and (2) above shall exclude the requirements of auditing and inspection carried out by SAMA or for the purpose of exchanging credit information or proving the right of a client in a legal dispute.
             
          • Article 15

            1.The Company shall issue a policy approved by the board for the acceptance of real estate financiers
             
            2.The Company shall issue a policy approved by the board for the acceptance criteria for real estate contracts to be acquired by such real estate financiers, in line with the strategy of the Company and its approved risk limits. Such policies shall be reviewed and updated periodically.
             
            3.The Company shall have the right to grant direct financing to the real estate financier if the financier confirms meeting the conditions prescribed by the policy mentioned in Paragraph (1) of this Article.
             
          • Article 16

            1.In accordance with the policy and procedures of risk management, approved by the company board, the finance must be by collaterals. Only collaterals that can be evaluated and are clear in the execution procedures shall be accepted.
             
            2.Due diligence shall be implemented before purchasing loans to ensure economic feasibility from such loans and the adequate review of risks.
             
            3.The Company shall undertake due diligence to confirm that the real estate financier has made necessary arrangements in case the value of the collaterals is substantially affected by the financial position of others or by market fluctuations and conditions. Such collaterals must be evaluated periodically by the real estate financier.
             
            4.The Company, when providing finance, may require the real estate financer to replace the collaterals provided or provide additional qualified collaterals to compensate for any reduction in the market value or the book value of the collaterals provided.
             
          • Article 17

            1.The Company shall keep all work documents, records and files in an orderly, transparent and safe manner and ensure that all files are complete and updated regularly, for a period of at least 10 years from the date of the end of the relationship with the relevant parties.
             
            2.The Company shall ensure that the collateral is present and keep it in a safe place once the finance purchase is completed. Additionally, the Company may assign such task to a third party after obtaining a no-objection letter from SAMA.
             
          • Article 18

            The Company shall take due diligence when providing its services, including without limitation: 
             
             a.Real estate financier’s credit risk.
             
             b.Finance management services.
             
             c.Collateral management.
             
             d.Owned real estate management.
             
             e.Accounting systems efficiency.
             
          • Article 19

            The Company shall develop a policy to specify the minimum requirements for contracting with real estate financiers. Such policy must include at least the following: 
             
            1.Requirements for acceptance of a real estate financier to grant financing to borrowers.
             
            2.The minimum content of contracts concluded with real estate financiers, which should include the qualified collaterals, duties of the real estate financier, rights of the Company in revision and disclosure, rights of access, and consequences of breaching contracts.
             
            3.Requirements of finance contract documents.
             
            4.Criteria for granting financing to borrowers, including criteria to assess creditworthiness and procedures to deal with declining credit rating during the contract term.
             
            5.Criteria of collaterals accepted from borrowers.
             
            6.Criteria for monitoring, management and enforcement of collaterals and risk provisions.
             
            7.Loan seasoning requirements.
             
            8.Credit exposure limits to ensure liquidity and financial adequacy in case of availability.
             
            9.Review of the criteria and minimum requirements for collaterals to be provided by the real estate financer.
             
            10.Required reporting by real estate financers, including cash balance reporting, default and imminent default warnings and reporting, and reporting on breaches and risks.
             
            11.Management of non-performing loans.
             
          • Article 20

            1.The Company shall clarify the cases where it has the right to recourse against the real estate financier. Such cases must include:
             
             a.Errors and omissions that lead to the financing being materially different from that agreed upon in the contract.
             
             b.Fraudulent cases, such as directly or indirectly obtaining a form of financial benefit or making the same easy for others to obtain, causing the Company to incur any kind of losses.
             
            2.The Company shall develop a supervisory program and procedures to randomly evaluate purchased loans in order to ensure that there are no errors, omissions, or fraud.
             
          • Article 21

            1.The Company shall supervise the levels of exposures continuously to ensure conformity with the risk limits of the company.
             
            2.The Company shall not exceed the legal exposure limits as determined by SAMA.
             
            3.The Company shall report to SAMA immediately in the event it exceeds the legal exposure limits and provide a clear remedial plan to reduce such exposure.
             
          • Article 22

            1.The Company shall ensure that the real estate financier adopts sound methods as well as clear and transparent written criteria and procedures for assessment of creditworthiness of finance applicants and their ability to repay in accordance with the best practices followed in this regard.
             
            2.The Company shall have the right to prevent or restrict purchase of loans from any real estate financier in case such financer does not adopt clear, transparent and documented scientific methods, criteria and procedures to assess the creditworthiness of borrowers.
             
        • Chapter V: Internal Organization

          No: 43083271 Date(g): 26/4/2022 | Date(h): 25/9/1443Status: In-Force
          • Article 23

            The Company shall establish appropriate written organizational policies, approved by the board, that include work manuals and workflow procedures. Such policies must be kept up to date on a regular basis and must be communicated to the relevant staff in an appropriate and timely manner that allows them to comply with such policies. The organizational policies must include at least the following: 
             
            1.Organizational and operational structure, ways of exercising duties, identification of responsibilities, and authority matrix.
             
            2.Credit granting, operational processes, and purchase of loan portfolios.
             
            3.Policy for acceptance of real estate financiers.
             
            4.Treasury operations, including debt management operations.
             
            5.Balance sheet management processes, including policies for management of balance sheet size.
             
            6.Collateral management.
             
            7.Business continuity and disaster recovery.
             
            8.Information systems risk management.
             
            9.Information technology systems protocols for each functional system, data processing protocols, and data privacy and security.
             
            10.Document retention management.
             
            11.Loan portfolio servicing management.
             
            12.Term cost risk management.
             
            13.Capital management.
             
            14.Investment portfolio management.
             
            15.Securitization and sukuk management program.
             
            16.Liquidity management.
             
            17.Financial management and accounting.
             
            18.Risk management, assessment, treatment, control and disclosure.
             
            19.Internal audit.
             
            20.Compliance with relevant laws, regulations and instructions.
             
            21.Outsourcing.
             
            22.Salaries, bonuses and incentives, including the salaries and incentives of the members of senior management and staff and the incentives of the members of board and its committees.
             
          • Article 24

            The Company shall not combine an executive function with a supervisory function. Functions must be separated in order to ensure the application of the recognized procedures, policies and technical standards to protect the Company’s assets and funds and prevent fraud and embezzlement.

          • Article 25

            1.The technological equipment and its relevant systems in the Company must be sufficient and consistent with the Company’s operational needs, nature of activity, and risk profile according to the generally accepted technical standards.
             
            2.Information technology systems and their processes shall be designed in a manner that ensures data availability, integration, integrity, and confidentiality. Such systems and processes shall be assessed by the Company on a regular basis in accordance with the generally accepted technical standards. They shall also be tested before they are used for the first time and after any changes are applied to them.
             
            3.The Company shall establish a business continuity plan for emergencies that includes alternative solutions to restore its operations in a timely manner.
             
          • Article 26

            The Company shall have sufficient and qualified human resources in terms of knowledge and expertise consistent with the Company’s operational needs, business activities, and risk profile. Bonuses and incentives of staff shall be fair and in line with the Company’s risk management strategy, and shall not create a conflict of interest.

          • Article 27

            1.At least 50% of all employees must be Saudi nationals when the Company starts operations. The percentage applies to all departments and organizational levels.
             
            2.The percentage of Saudi nationals of total human resources shall be annually increased by 5% of all employees until it reaches 75%. Furthermore, SAMA may determine the minimum annual increase required thereafter.
             
            3.Recruitment of non-Saudis in the Company shall be limited to positions that require expertise not available in the Saudi labor market.
             
            4.Priority for appointment to senior positions shall be given to Saudi candidates. If the Company nominates a non-Saudi candidate to be appointed or interim appointed to a senior position, the Company shall provide justifications for the nomination, demonstrate the non availability of a qualified Saudi candidate for the position, develop and include an approved plan for replacement in the written no-objection request submitted to SAMA. The plan shall include the procedures, programs and courses the Company uses and conducts to train and qualify Saudi candidates for such positions as well as the time period required.
             
        • Chapter VI: Outsourcing

          No: 43083271 Date(g): 26/4/2022 | Date(h): 25/9/1443Status: In-Force
          • Article 28

            1.The board of directors shall issue and annually update a written policy regulating outsourcing. Such policy shall include in particular the following:
             
             a.Functions and responsibilities of the board of directors and senior management related to outsourcing as well as material functions that may not be outsourced except in emergency cases and for a short period of time.
             
             b.Eligibility criteria for outsourcing providers.
             
             c.Risk identification criteria and risk hedging measures
             
             d.Rules for continuous monitoring and controlling of outsourced operations.
             
             e.Criteria for identifying conflict of interest as well as rules and procedures which ensure safeguarding the interests of the Company and not putting the interest of the other party over the Company's interest.
             
             f.Procedures to protect information and maintain its confidentiality and privacy.
             
            2.The outsourcing contract must provide that SAMA, the external auditor and the Company may obtain any information or documents related to the work of the outsourcing provider or examine such data at its offices.
             
            3.The Company shall ensure the outsourcing provider’s compliance with relevant laws, regulations and instructions. The Company shall be held liable if the outsourcing provider shows lack of compliance with the applicable laws, regulations and instructions in all operations and tasks assigned to it.
             
            4.The Company must obtain a no-objection letter from SAMA prior to any outsourcing arrangement that, in case of disruption or termination, may affect the Company’s activities, reputation or financial situation, or if the tasks assigned include transferring, processing or saving the data and information of borrowers. In this case, the outsourcing provider shall not subcontract these tasks to any other provider unless the Company obtains a no-objection letter from SAMA.
             
        • Chapter VII: Risk Management

          No: 43083271 Date(g): 26/4/2022 | Date(h): 25/9/1443Status: In-Force
          • Article 29

            The Company shall: 
             
            1.Establish a clear written business strategy and risk management policy to be approved and updated annually by the board. The risk management policy must cover all relevant types of risks and include actions for addressing them, taking into consideration all business activities, including outsourced processes and tasks.
             
            2.Establish appropriate procedures to identify, assess, manage, monitor and report risks. Such procedures shall be included in a comprehensive risk management framework in order to ensure:
             
             a.Early and comprehensive identification of risks.
             
             b.Assessment of correlations between risks.
             
             c.Immediate coordination with the board, audit committee, risk and credit management committee, senior management, concerned staff and the internal audit department, where necessary.
             
            3.Establish a risk management function that reports directly to the risk and credit management committee. The committee shall present its views about risk management reporting to the board.
             
          • Article 30

            1.The Company shall prepare a quarterly risk report to be discussed by the risk and credit management committee and the board of directors. The report shall include at least the following:
             
             a.A comprehensive review of risk development and performance of financial positions exposed to market price risks.
             
             b.Amounts of financing assets owned by the company and the value of the collaterals covering the assets.
             
             c.Term cost mismatch risk between financing assets and source of refinancing.
             
             d.Total delinquencies.
             
             e.Portfolio concertation risk.
             
             f.Changes to assumptions and parameters which form the basis of risk assessment procedures.
             
             g.The extent of limits granted, external credit lines, and non-performing loans, which shall be listed and commented on.
             
             h.An analysis of the situations in which permissible limits are exceeded and a description of the reasons and risk provisions in the Company.
             
             i.Exposures to bonds, sukuk, securities and any other financial derivative products.
             
             j.Any major financing decisions that are inconsistent with the Company’s strategies or policies.
             
            2.The Company shall provide SAMA with the report referred to in Paragraph (1) of this Article, after being discussed and approved by the risk and credit management committee and the board, along with the decisions made in this regard.
             
        • Chapter VIII: Compliance

          No: 43083271 Date(g): 26/4/2022 | Date(h): 25/9/1443Status: In-Force
          • Article 31

            The Company shall comply with applicable laws, regulations and instructions, and must take the necessary measures and procedures to avoid breaching their provisions.

          • Article 32

            The Company shall: 
             
            1.Establish a compliance department or function, and assign a head of compliance reporting directly to the audit committee. Moreover, the audit committee shall raise their views about compliance reporting to the board.
             
            2.Develop a written compliance policy to set out the functions, tasks and responsibilities of the compliance department and determine compliance programs and relevant processes. The compliance policy must be approved by the board. The audit committee, must ensure the implementation of the policy, evaluate its effectiveness, update it and propose the necessary amendments on an annual basis.
             
            3.Take the necessary procedures to ensure the implementation of the compliance policy referred to in Paragraph (2) of this Article.
             
          • Article 33

            1.The compliance officer shall be appointed by a decision of the board based on the recommendation of the audit committee, after obtaining a no-objection letter from SAMA.
             
            2.The compliance officer shall act independently regarding their tasks, and they shall not be assigned any other administrative responsibilities.
             
          • Article 34

            The compliance officer shall submit a semiannual compliance report to the audit committee, and then to the board for review. The report shall identify the main compliance-related risks facing the Company, analyze existing processes and procedures and assess their effectiveness, and suggest any amendments or changes.

          • Article 35

            The compliance department must have staff and resources commensurate with the business model and size of the Company. Compliance employees must report solely to the head of compliance.

          • Article 36

            The compliance department shall ensure the Company’s compliance with applicable laws, regulations and instructions. It shall particularly perform the following tasks: 
             
            1.Identify and address risks of non-compliance and monitor their developments.
             
            2.Analyze new policies, procedures and processes and suggest procedures to address relevant compliance risks.
             
            3.Adopt a risk-based compliance program and include its findings in the report referred to in Article (34) of these Rules.
             
            4.Formulate compliance-related guidance to staff where necessary.
             
            5.Ensure that real estate financiers have internal policies and procedures to combat financial crimes, such as money laundering and terrorist financing.
             
            6.Monitor compliance with all applicable anti-money laundering and counter terrorist financing laws, regulations, and rules.
             
            7.Promote awareness of compliance issues and provide training to staff on compliance-related matters through periodic programs.
             
            8.Immediately report to SAMA, and the audit committee any irregularities or violations.
             
          • Article 37

            The Company shall comply with the legal requirements mentioned in the Anti-Money Laundering Law, Combating Terrorism Crimes and their Financing Law, their Implementing Regulations, and the relevant rules and guidelines as specified by SAMA, in a manner that is consistent with the nature and size of the Company’s activity and the risks it may be exposed to. The Company shall also comply with the requirements and instructions issued by SAMA on financial crimes and fraud.

        • Chapter IX: Internal Audit

          No: 43083271 Date(g): 26/4/2022 | Date(h): 25/9/1443Status: In-Force
          • Article 38

            1.The Company shall establish an internal audit department that reports directly to the audit committee. The internal audit department shall be independent in performing its duties, and its employees shall not be assigned any other responsibilities.
             
            2.The internal audit department shall assesse the internal control system to ensure that the Company and employees comply with applicable laws, regulations and instructions as well as the Company's policies and procedures, whether the processes are internally managed or outsourced. The internal audit department shall have full and unlimited access to information and documents.
             
          • Article 39

            1.The internal audit department shall operate according to a comprehensive audit plan approved by the audit committee and updated on an annual basis.
             
            2.Major activities and processes, including those related to risk management and compliance, must be audited at least annually.
             
          • Article 40

            1.The internal audit department shall prepare and submit to the audit committee a written report on its work at least semiannually. This report must include the scope of the audit, all findings and recommendations. It must also include the actions taken by each department in respect of the findings and recommendations of the previous audit and any related observations, especially if they have not been settled on time and the reasons for their unsettlement.
             
            2.The internal audit department shall prepare and submit to the audit committee a written general report on all audits made in a fiscal year. The report must compare the audits with the approved plan and state any gaps or deviation from the plan, if any. The report must be submitted within the first quarter following the end of the relevant fiscal year.
             
            3.The Company shall maintain the audit reports and work documents that clearly show the work carried out as well as findings and recommendations, and the actions taken on these recommendations.
             
        • Chapter X: Supervision of Real Estate Refinance Companies

          No: 43083271 Date(g): 26/4/2022 | Date(h): 25/9/1443Status: In-Force
          • Article 41

            The Company shall provide SAMA with prudential data at the specified times as per the forms, controls and instructions set by SAMA.

          • Article 42

            1.The Company shall provide SAMA with its quarterly financial statements, prudential returns, auditor’s report and risk report after being discussed and approved by the risk and credit management committee and the board, along with the decisions made in this regard. These documents must be submitted within (30) working days from the end of the quarter.
             
            2.The Company shall provide SAMA with its audited annual financial statements, auditor’s report and the board’s report within (45) working days from the end of the calendar year.
             
            3.The Company shall provide SAMA with its annual prudential returns within (60) working days from the end of the calendar year.
             
            4.The Company shall immediately report to SAMA any losses exceeding (15%) of its paid-up capital.
             
            5.SAMA may amend the periods specified in this Article when deemed necessary.
             
          • Article 43

            The Company shall obtain a no-objection letter from SAMA prior to the approval of any distribution of profits. Such distribution must not cause capital adequacy or liquidity to drop below the levels required in accordance with the rules, requirements and standards determined by SAMA.

          • Article 44

            The Company shall obtain a no-objection letter from SAMA prior to the launch of any new finance products or modification of any existing products.

          • Article 45

            1.The Company shall adopt the International Accounting Standards in preparing its accounts and financial statements.
             
            2.The Company shall make provisions for potential losses and risks in line with the International Accounting Standards. SAMA may require the Company to make an additional provision or more to meet potential losses and risks.
             
            3.Subject to the International Accounting Standards, the Company shall define criteria for assets value reduction, provisioning standards and regularly verify their implementation.
             
          • Article 46

            1.The Company shall obtain a no-objection letter from SAMA before appointing an external auditor.
             
            2.SAMA may require the Company to replace the external auditor or appoint another external auditor at the Company's expense in the following cases:
             
             a.If the business size and nature require so.
             
             b.If the external auditor has committed a breach of professional conduct.
             
             c.If there is a reason to believe that the external auditor has a conflict of interest.
             
             d.If necessary for the protection of the sector or governance considerations and the protection of shareholder’s interest.
             
            3.The external auditor shall immediately report to SAMA all facts of which they obtain knowledge in the course of an audit that could:
             
             a.Justify the reservation in the audit report or the abstention from giving an opinion.
             
             b.Jeopardize the existence of the Company.
             
             c.Seriously impair the Company’s development.
             
             d.Indicate an evidence that the executives violate any of the laws, regulations or instructions applicable in Saudi Arabia or the internal policies and procedures of the Company.
             
             e.Terminate the contract before its expiry, along with the reasons in this regard.
             
            4.SAMA may require the external auditor to explain their report or disclose other facts of which they obtain knowledge in the course of an audit that could indicate a violation of the applicable laws, regulations or instructions or a violation of the by-laws of the Company.
             
          • Article 47

            1.The Company, its board members and employees shall immediately provide SAMA, upon request, with all information and documents concerning the Company, its activities, shareholders and staff.
             
            2.SAMA may inspect the records and accounts of the Company either by SAMA’s staff or auditors appointed by SAMA, provided that the inspection takes place at the Company’s offices.
             
            3.The Company and its employees shall facilitate the task of whom Sama appoints for inspection particularly as follows:
             
             a.Providing the inspector with the Company’s records, accounts and documents they deem necessary to perform their task.
             
             b.Providing the inspector with information and explanations immediately upon their request.
             
             c.Disclosing any violations or irregularities in the Company’s operations to the inspector at the beginning of their task.
             
            4.The Company shall adhere to the recommendations and instructions given by SAMA to address the observations of inspection visits.
             
            5.The Company and its employees shall not conceal or attempt to conceal any information or irregularities, refrain from answering any inquiries made by the inspector, or delay the submission of requested information and documents.
             
            6.SAMA’s employees in charge of supervision, control, and inspection shall not be vulnerable to any claims as a result of performing their duties.
             
          • Article 48

            The Company shall bear the expenses of any third party appointed by SAMA to perform any of the procedures taken in line with the provisions of this Chapter.

          • Article 49

            The Company shall publish its audited annual financial statements and the board’s report within a maximum of five working days after being provided to SAMA. It shall also publish any other report that SAMA may request.

        • Chapter XI: Secondary Market

          No: 43083271 Date(g): 26/4/2022 | Date(h): 25/9/1443Status: In-Force
          • Article 50

            1.The Company shall obtain a no-objection letter from SAMA before trading the programs and products relating to real estate finance contractual rights in the secondary market.
             
            2.The Company shall, before trading real estate finance contractual rights in the secondary market, prepare a report that provides a comprehensive plan in this regard. The report must be submitted to SAMA and include at least the following:
             
             a.Procedures for finance collection and sukuk structuring, and credit improvement methodologies.
             
             b.Feasibility study for the program, including its potential impact on the balance sheet of the Company, financiers, housing sector, housing finance markets and capital markets.
             
            3.The Company shall comply with the relevant laws and regulations.
             
            4.The Company shall fulfil any additional requirements SAMA may impose.
             
            5.SAMA has the right to restrict or prevent trading of real estate finance contractual rights in the secondary market.
             
      • Rules for Regulating Buy-Now-Pay-Later (BNPL) Companies

        No: 450360390000 Date(g): 17/12/2023 | Date(h): 5/6/1445Status: In-Force

        The Saudi Central Bank (SAMA) issued these Rules based on the powers vested in SAMA under the Finance Companies Control Law issued by Royal Decree No. M/51 dated 13/08/1433H.

         

        • Chapter II. Licensing Provisions

          • Article 4: License Requests

            The license application for engaging in BNPL activity shall be submitted to SAMA along with the following items:

            1.A completed license application in the form provided by SAMA.
            2.A copy of the commercial register, memorandum of association, and articles of incorporation (if any).
            3.A list of the founding members or shareholders of the company, including the number and percentage of shares of each member or shareholder in the company.
            4.The Fit and Proper Form for founding members or shareholders, signed by each founding member or shareholder.
            5.The Fit and Proper Form for Board members, signed by each candidate for Board membership.
            6.Information about the BNPL company's owners and organizational structure, including all key departments and functions and their main tasks.
            7.The feasibility study and business plan.
            8.An irrevocable bank guarantee for an amount equivalent to the minimum capital, issued in favor of SAMA by a bank licensed to operate in Saudi Arabia and renewed automatically until the capital is paid in full, if the license application is submitted for a BNPL company under establishment. Such guarantee shall be released upon the request of the license applicant in any of the following cases:
              a.If the capital is paid in cash.
              b.If the license request is withdrawn.
              c.If the license request is rejected.
            9.Any other documents or information required by SAMA.
          • Article 5: Capital

            Pursuant to the provisions of the Companies Law, the minimum capital for the BNPL company shall be SAR 5,000,000 (five million Saudi riyals), subject to increase or decrease by SAMA as it deems appropriate.

          • Article 6: Management Requirements

            1. All candidates for supervisory and executive positions in a BNPL company shall:
            2. Meet the professional eligibility requirements set by SAMA.
            3. Be permanent residents of the Kingdom of Saudi Arabia.
            4. Be theoretically and practically qualified and have sufficient experience in the field.
            5. Meet any other requirements set by SAMA.
          • Article 7: Licensing Procedures

            1. The applicant shall provide SAMA with any additional information or documents required by SAMA within 30 working days from the request date.
            2. In case of failure to meet the period requirement specified in paragraph (1) of this Article, SAMA may reject the license application.
            3. SAMA issues a written notice to the applicant after the completion of all the requirements set forth in the relevant rules and regulations.
            4. SAMA informs the applicant of the initial approval or justified rejection in writing within 60 working days from the date the applicant receives notification of application completeness. Such initial approval does not constitute a license or permit to carry out the activity.
          • Article 8: Requirements for BNPL Company Incorporation and Business Activity Registration

            1. If a company is under establishment, the founding members shall satisfy the requirements necessary to engage in BNPL activity within six months from the date of initial approval, and provide SAMA with a copy of the commercial of failure to meet the requirements set out in this paragraph within the specified period, the approval shall be deemed expired. In addition, SAMA may extend the period for a maximum of another six months before the initial approval period expires.
            2. In case of an existing company, it shall provide SAMA with a copy of the commercial register containing its BNPL activity within six months from the date of initial approval. In case of failure to meet the requirements set out in this paragraph within the specified period, the approval shall be deemed expired. Moreover, SAMA may extend the period for a maximum of another six months before the initial approval period expires.
          • Article 9: License

            1. SAMA takes any necessary actions to verify that the BNPL company meets all SAMA’s requirements. Such actions include making licensing visits; meeting the company’s executives; and reviewing the company’s systems, procedures and records.
            2. SAMA issues a decision granting the applicant a license to engage in the activity after fulfilling all requirements and completing all procedures.
            3. The BNPL company shall not engage in any activity other than the activity for which the license has been issued unless it obtains a prior written non-objection from SAMA.
          • Article 10: License Term

            The license shall be valid for five years and may be renewed by SAMA upon the BNPL company’s request. Such request must be submitted in writing, using the form designated by SAMA, at least three months before the expiry date of the license.

          • Article 11: Revocation of License

            SAMA revokes the license upon the BNPL company’s request, taking into the account the rights of creditors and consumers as well as the soundness of the financial system.

          • Article 12: License Fees

            SAMA charges fees as follows:

            1. SAR 5,000 (five thousand Saudi riyals) for license issuance.
            2. SAR 2,000 (two thousand Saudi riyals) for license renewal or amendment.
        • Chapter III: Internal Organization

          • Article 13: Internal Policies and Procedures

            The BNPL company shall:

            1. Develop appropriate written organizational policies that address, at least, the internal organization guides, governance, stores acceptance and approval procedures, purchase approval and cancellation, credit, risk management, compliance, information confidentiality and security, consumer data protection, outsourcing, human resources, and anti-money laundering and counter-terrorist financing (AML/CTF).
            2. Ensure that technological and security equipment in place and related systems are adequate for its operational needs, nature of activity and risk status, in accordance with best practices and SAMA-issued instructions in this regard.
            3. Design information technology systems and their processes in a manner that ensures data availability, integration, integrity, and confidentiality. Such systems and processes shall be assessed by the BNPL company on a periodic basis in accordance with the generally accepted technical standards. They shall also be tested before they are used for the first time and after any changes applied to them.
            4. Retain all consumer documents, records and files in an orderly, clear and safe manner and ensure that all files are complete and updated periodically, for a period of at least 10 years from the date of the end of the relationship with the consumer.
            5. Have sufficient and qualified human resources in terms of knowledge and expertise to meet its operational needs and risk status.
          • Article 14: Requirements for Information Security and Combating Financial Crimes

            1. The BNPL company shall comply with the information security requirements set by SAMA and the relevant laws, regulations and instructions issued by SAMA.
            2. The BNPL company shall comply with the legal requirements contained in the AML/CTF Laws, their Implementing Regulations, and the relevant rules and guidelines as specified by SAMA, in a manner that is consistent with the nature of the company’s activity and its size and the risks it may be exposed to. In addition, the company shall comply with the requirements and instructions issued by SAMA on financial crimes.

               

          • Article 15: Outsourcing

            • Article 16: Auditor

              1. The BNPL company shall appoint one or more certified external auditors, with the condition of obtaining a non-objection letter from SAMA. However, SAMA may appoint another auditor at the company’s expense where the size and nature of its business require so.
              2. SAMA may require external auditors to explain their report or disclose other facts of which they obtain knowledge during the audit process that could indicate a violation of the applicable laws, regulations or instructions or a violation of the BNPLby-laws.
            • Article 17: Consumer Protection and Data Confidentiality

              1. The BNPL company shall establish a function for handling complaints and set clear procedures for receiving, documenting, reviewing, and responding to complaints within the period set by SAMA. Such complaints must be kept in records that include all necessary details in relation to the complaint and the procedures taken.
              2. The BNPL company, including all of its employees, shall maintain the confidentiality of consumers’ data and transactions and shall not disclose them to other parties even after the end of service for employees or revocation of license, except in accordance with the relevant laws and instructions.
            • Article 18: Saudization of Human Resources

              1. At least 50% of human resources employees must be Saudi nationals when the BNPL company starts operations. The percentage applies to all departments and organizational levels.
              2. The percentage must be increased annually by 5% at least until it reaches 75%. Furthermore, SAMA determines the minimum annual increase required for Saudization.
              3. Recruitment of non-Saudis in the BNPL company shall be limited to positions that require expertise not available in the Saudi labor market. In all cases, the company shall obtain a non-objection letter from SAMA before appointing any non-Saudi employee in control departments, provided that the company shall prove that there are no Saudi nationals available to fill the position.
        • Chapter IV: Activity Provisions

          • Article 19: Company Obligations

            The BNPL company shall:

            1. Comply with the Responsible Lending Principles for Retail Consumers issued by SAMA.
            2. Verify and document the credit record of the consumer, with their consent, to confirm their solvency, repayment capacity and credit conduct.
            3. Register the consumer’s credit information, with their consent, at one or more
            4. of the companies licensed to collect credit information according to the relevant laws, regulations and instructions. Such information must be updated throughout the period of dealing with the consumer.
            5. Set appropriate approvals and acknowledgments and allow consumers to read and agree to them before dealing with them, provided that such approvals and acknowledgments are shown as a pop-up window.
            6. Adopt a clear, transparent and documented scientific method, criteria and procedures to evaluate the creditworthiness of the consumer and their repayment capacity, in accordance with best practices in this field.
            7. Identify the consumer, verify their identity through a reliable and independent source, and document this in accordance with the regulations and instructions issued by SAMA.
            8. Obligate contracted stores not pass or charge any additional fees to the consumer. The company shall also monitor the compliance, and provide them periodically with the required guidelines.
            9. Maintain provisions for potential losses, defaults and risks in line with the International Accounting Standards and relevant SAMA-issued guidelines.
          • Article 20: Activity Limits

            The BNPL company shall not:

            1. Charge fees on the consumer, including fees owed to the company, contracted stores, or a third party. This excludes any delay penalties or debt collection fees imposed in accordance with the Debt Collection Regulations and Procedures for Individual Customers.
            2. Launch any new products without obtaining prior written non-objection from SAMA.
            3. Transact with a consumer under the age of (18) Hijri years.
            4. Transact with a foreign consumer who is not a resident of Saudi Arabia, except after obtaining a written non-objection from SAMA.
            5. Purchase goods or services in a currency other than the Saudi riyal, except after obtaining a written non-objection from SAMA.
          • Article 21: Consumer Due Diligence (CDD)

            1.The BNPL company shall develop a CDD program and comply with the AML/CTF regulations and instructions. The CDD program must include policies and procedures for the following, as a minimum:
              a.Know Your Customer (KYC).
              b.Information security.
              c.Data privacy and confidentiality.
            2.The company shall comply with the Electronic Transactions Law and its Implementing Regulations and establish the necessary procedures and measures to ensure that the information provided is correct and up-to-date, including, at a minimum:
              a. verification of consumers’ phone numbers through authentication tokens.
              b. Verification of consumers’ national addresses are correct.
          • Article 22: Credit Limits

            1. Without prejudice to the deductible ratios specified in the Responsible Lending Principles for Retail Consumers, the total outstanding financing for each consumer natural person must not exceed an amount of SAR 5,000 (five thousand Saudi riyals), subject to increase or decrease by SAMA as it deems appropriate.
            2. The number of installments granted to the consumer must not exceed a maximum of 12 installments.
            3. Collection methods must be applied through electronic channels. Cash request is prohibited.
            4. The total outstanding finance made through the company must not exceed 20 times the capital and reserves, except after obtaining a non-objection letter from SAMA. Additionally, SAMA may raise or lower the maximum limit of the total financing to the extent it deems appropriate.
            5. The company shall not obtain financial facilities from non-licensed financiers, except after obtaining a non-objection letter from SAMA.
          • Article 23: Advertisement Requirements

            1.Subject to the Rules for Advertising Products and Services Provided by Financial Institutions issued by SAMA, the BNPL company shall ensure to:
              a.Include the company’s name, logo, any unique slogans, and contact information in their advertisements.
              b.Avoid publishing advertisements that contain a false offer, statement or claim or those that are expressed in a way that could directly or indirectly lead to deceiving or misleading the consumer.
              c.Avoid publishing excessively persuasive advertising that encourages taking on credit for unnecessary consumption purposes instead of actual needs.
            2.SAMA obliges the company that fails to comply with the clauses stipulated in paragraph 1 of this Article to withdraw the advertisement within one business of SAMA’s notice.
          • Article 24: Conflict of Interest

            The BNPL company shall develop an appropriate written organizational policy that addresses potential conflicts of interest. Such policy must include adequate measures put in place to avoid and address any conflict of interest, ensuring fair treatment of all consumers and stores.

          • Article 25: Disclosure

            The BNPL company, through the means by which it carries out its activities, shall ensure, as a minimum, to:

            1. Clarify and disclose all terms and conditions, security instructions, payment methods, information confidentiality and any other statements that must be disclosed according to relevant laws and instructions.
            2. License Disclosure Instructions issued by SAMA.
          • Article 26: Finance (Terms and Conditions) Contract Requirements

            The BNPL company shall draw up a finance (terms and conditions) contract with the consumer before any dealings, provided that it is presented clearly, easy to understand, and not misleading. The contract shall also be consistent with the relevant regulatory requirements and contain, as a minimum:

            1. The information of the company and consumer (parties).
            2. Finance term.
            3. Type of goods or services, including their specifications and requirements (if any).
            4. Involved parties’ rights and obligations
            5. The amount, number and term of installments payable by the consumer, and the company’s commitment to notify the consumer of the monthly installment due date in advance.
            6. Consequences of a delayed payment of installments.
            7. Purchase order cancellation method, and refund procedures, conditions and process time.
            8. Procedures for early payment and for compensating the company (when necessary) and how to determine such compensation.
            9. Procedures for dealing with defaulting consumers.
            10. Consumer’s permission to enter their information in the credit record.
            11. Dispute resolution mechanism.
            12. Any other data or information required by SAMA.
          • Article 27: Contract Requirements Between the Company and Stores

            A contract must be drawn up in paper or electronic form between the company and stores in accordance with the relevant legal requirements. Each party shall receive a copy of the contract that must clarify, at least, the following:

            1. Contract parties and their information.
            2. Contract term, provided that the contract term is consistent with the validity of relevant permits or licenses of both parties.
            3. Contract parties’ rights and obligations.
            4. Pricing structure.
            5. Withdrawal procedures and conditions.
            6. Information confidentiality, privacy and security.
            7. Customer protection provisions.
            8. Compliance of the parties with the provisions of relevant laws, regulations, rules, guidelines and instructions.
            9. Provisions of contract renewal and renegotiation.
            10. Contract termination and expiration.
            11. Reporting and escalation procedures and dispute resolution mechanism.
            12. Any other data or information required by SAMA.
        • Chapter V: Supervision and Compliance

          • Article 28: SAMA Supervision

            1.The BNPL company shall:
              a.Provide SAMA with any required reports, data and information in accordance with the forms, guidelines, and times determined by SAMA.
              b.Adopt the International Accounting Standards in preparing its accounts and financial statements.
              c.Provide SAMA, upon its request, with all information and documents related to the company, its activities, partners and employees.
              d.Report to SAMA immediately paid-up capital.
              e.Develop a recruitment plan for vacant positions.
              f.Enable SAMA’s specialized staff and appointed auditors to access relevant facilities, documents and data (including digital data) upon request.
            2.The company and its staff shall not conceal or attempt to conceal any information or irregularities or refrain from answering any inquiries made by SAMA.
            3.The company shall obtain SAMA’s written non-objection before disposal of financing assets or rights arising therefrom.
            4.SAMA takes necessary actions to ensure the compliance of the company with relevant laws, regulations, rules and instructions. Such actions may include making supervisory or inspection visits to the company’s head office, meeting its staff and reviewing its systems, procedures and records. The company shall adhere to the recommendations and instructions directed by SAMA to address the observations made during visits.
            5.The company shall bear any expenses that may arise from SAMA’s appointment of a third party to implement any of the procedures undertaken in line with the provisions of this Article.
          • Article 29: Compliance

            1. The BNPL company shall establish internal controls and procedures to ensure compliance with the provisions of the Law and these Rules and relevant laws, regulations and rules.
            2. The company shall retain sufficient records to confirm compliance with the provisions of the Law and these Rules and relevant laws, regulations and instructions and shall take the necessary procedures to prevent any violation of their provisions.
            3. The company shall not disclose any information to third parties, unless it obtains non-objection and such disclosure does not violate the provisions of relevant laws.
            4. The company shall obtain a non-objection letter from SAMA before undergoing partial or complete liquidation.
        • Chapter VI: Concluding Provisions

          • Article 30: Non-Compliance

            Non-compliance with these Rules shall be deemed a violation of the Law.

          • Article 31: Enforcement

            The Rules shall come into force 30 days after the date of its publication on SAMA’s official website.

      • Rules Regulating Consumer Microfinance Companies

        No: MSHT/82 Date(g): 10/12/2019 | Date(h): 13/4/1441Status: In-Force
        • Chapter One Definitions and General Provisions

          • Article 1

            1.The following terms and phrases, wherever mentioned herein, shall have the same meanings stated in the Finance Companies Control Law.
             
            2.For the purpose of applying the provisions of these Rules, the following terms and phrases, wherever mentioned herein, shall have the meanings assigned thereto, unless the context otherwise requires:
             
             Consumer Microfinance: extending consumer credit as per controls stated in Article (50) of these Rules.
             
             Consumer Microfinance Company: a joint stock company licensed by SAMA to practice consumer microfinance activity.
             
          • Article 2

            1.Without prejudice to the provisions of the Finance Companies Control Law, the objective of these Rules is to establish licensing provisions for consumer microfinance companies and regulate their activities.
             
            2.These Rules shall be applicable to consumer microfinance companies, licensed pursuant to the provisions of the Law and these Rules.
             
        • Chapter Two Licensing Provisions

          • Article 3

            The founding members or shareholders of a Consumer Microfinance Company, or their representatives, shall submit the license request to SAMA, attached with the following: 
             
             
             1.completed application form required by SAMA;
             
             2.draft articles of association and by-laws of the Consumer Microfinance Company;
             
             3.description of the organizational structure of the Consumer Microfinance Company showing all necessary departments and functions and their main tasks;
             
             4.the Fit and Proper forms for founding shareholders, signed by each founding shareholder;
             
             5.the Fit and Proper Form for Board members, signed by every candidate for board membership;
             
             6.an irrevocable bank guarantee issued in favor of SAMA by one of the local banks for an amount equivalent to the required minimum capital. Such bank guarantee is renewable automatically until the required capital is paid up in full. This guarantee shall be released upon the request of the founding shareholders in the following cases:
             
              a.paying up the capital in cash;
             
             
              b.withdrawing the license application; or
             
             
              c.refusing the license application by SAMA.
             
             
             7.any other documents or information required by SAMA.
             
          • Article 4

            1.The minimum paid-up capital for a Consumer Microfinance Company shall be (20,000,000) twenty million riyals.
             
            2.Notwithstanding the provision of subsection (1) of this article, the minimum paid-up capital for a Consumer Microfinance Company that carries out the activity using Financial technology shall be (10,000,000) ten million riyals.
             
            3.SAMA may stipulate higher or lower minimum capital based on the prevailing market conditions, or if it deems that the proposed business model or the geographical scope requires so. The capital shall be paid in full at the establishment of the consumer microfinance company.
             
          • Article 5

            1.SAMA shall charge a fee of (20,000) twenty thousand riyals for issuing, amending, or renewing a license to practice consumer microfinance activity.
             
            2.Notwithstanding the provision of subsection (1) of this article, the fee for issuing, amending, or renewing a license to practice consumer microfinance activity using financial technology shall be (10,000) ten thousand riyals.
             
          • Article 6

            1.Each founding shareholder must comply with the Sharia and legal competence requirements, and the fit and proper requirements stipulated by SAMA, in particular the following:
             
             a.The founding shareholder must have the sufficient financial solvency and shall not have breached any financial obligations towards his/her creditors nor there is an indication that he cannot continuously comply with his financial obligations towards his/her creditors.
             
             b.The founding shareholder must not have violated any of the provisions or regulations of the Capital Market Law, the Banking Control Law, the Cooperative Insurance Companies Control Law, Finance Laws, or any other laws or regulations inside or outside Saudi Arabia.
             
             c.The founding shareholder must not have declared bankruptcy or entered into a general settlement with any creditor.
             
             d.The founding shareholder must not have been sentenced of a breach of trust offense, unless rehabilitated and at least 10 years have passed since the last sanction for this crime has been completed and on the condition of obtaining a non-objection letter from SAMA.
             
             e.The founding shareholder have not requested to withdraw license application to carry out finance activity in the last two years.
             
             f.The founding shareholder must not have a previous application to carry out finance activity refused by SAMA during the last five years.
             
            2.A non-objection letter from SAMA is required before acquiring (5%) or more of the consumer microfinance company's capital or voting rights.
             
          • Article 7

            All Board members shall comply with the requirements of professional eligibility and fit and proper requirements stipulated by SAMA, in particular the following: 
             
             1.He/she must not be a Board member in another Consumer Microfinance Company exercising the same activity.
             
             2.He/she must not combine work in supervising or auditing the Consumer Microfinance Company with being a member in the Board of the company.
             
             3.He/she must not have been dismissed from an executive leadership function in financial facility as disciplinary measure.
             
             4.He/she must not have been convicted of violating provisions of any penal law or any provisions or regulations of the Capital Market Law, the Banking Control Law, the Cooperative Insurance Companies Control Law, Finance Laws, or any other laws or regulations inside or outside Saudi Arabia.
             
             5.He/she must not have been sentenced of a breach of trust offense, unless rehabilitated and at least 10 years have passed since the sanction for this crime has been completed and on condition that he/she receives a non-objection letter from SAMA.
             
             6.He/she must have the sufficient financial solvency and shall not have breached any financial obligations towards his/her creditors nor there is an indication that he/she cannot continuously comply with his/her financial obligations towards his/her creditors.
             
          • Article 8

            Any candidate for a Senior Management position must comply with the requirements of professional eligibility and fit and proper requirements stipulated by SAMA, in particular the following: 
             
             1.The candidate must be professionally qualified and must have at least two years of relevant experience. SAMA has the right to assess the candidate's completion of such period of experience.
             
             2.The candidate must not have been dismissed from a previous job as disciplinary measure.
             
             3.Not have been convicted of a violation of any of the provisions of a criminal law, the Banking Control Law, the Capital Market Law, the Co-operative Insurance Companies Control Law or its regulations, the Finance Laws or its regulations, or any other laws or regulations inside or outside the Kingdom of Saudi Arabia.
             
             4.The candidate must not have declared bankruptcy or entered into a general settlement with any creditor.
             
             5.The candidate must not have been sentenced of a breach of trust offense, unless rehabilitated and at least 10 years have passed since the sanction for this offense has been completed and on condition that he receives a non-objection letter from SAMA.
             
             6.The candidate must have the sufficient financial solvency, and shall not have breached any financial obligations towards his/her creditors nor there is an indication that he/she cannot continuously comply with his/her financial obligations towards his/her creditors.
             
          • Article 9

            1.The license application must comply with the requirements set out in the Law and these Rules. The founding shareholders of the Consumer Microfinance Company must provide SAMA with any additional information or documents that SAMA may require within (15) working days from the date of request.
             
            2.In case of failing to meet the 15 working day period requirement specified in paragraph (1) of this Article, SAMA may refuse the license application.
             
            3.SAMA will issue a written notice to the applicant after the completion of all the requirements set forth in the Law and these Rules.
             
            4.Within (60) days from the day on which SAMA has accepted the license application as being complete, SAMA will either grant a preliminary approval or refuse to grant a License, giving its reasons in case of a refusal. The preliminary approval does not constitute a license or approval to practice the finance activity.
             
          • Article 10

            1.Founding shareholders must establish the Consumer Microfinance Company as a joint stock company within six months of the granting of the preliminary approval and provide SAMA with copies of the Consumer Finance Company’s commercial registration and by-laws. The preliminary approval will expire after six months unless a non-objection letter has been obtained from SAMA to extend its duration for a maximum of six months.
             
            2.SAMA will issue a decision to grant the license to the company following the company’s fulfillment of the requirements set forth in paragraph (1) of this Article. SAMA may take any necessary actions, such as making a licensing visit to the company headquarters, meeting its executives, and reviewing its regulations, procedures, and records to verify that the specified requirements have been met.
             
            3.SAMA may restrict the License to a certain geographic area or specific types of borrowers or otherwise. The Consumer Microfinance Company is prohibited from engaging in any unlicensed activity or activities that violate the License conditions.
             
          • Article 11

            The license shall be granted for a term of five years and SAMA may renew it upon the request of the company. The company shall submit the renewal request to SAMA at least six months prior to the expiration of the license using the form set by SAMA.

          • Article 12

            Without prejudice to the provisions of the Finance Companies Control Law and other relevant instructions, a Consumer Microfinance Company may request to amend any condition or limitation in the license, provided that such request is based on reasonable justifications. Any documents, information or studies required by SAMA shall be attached to the request. If the amendment results in adding a new activity or amending the licensed activity, the relevant requirements of such activity shall be met in accordance with the Finance Companies Control Law and its Implementing Regulations, and the Rules of such activity.

          • Article 13

            1.SAMA may revoke the license upon the request of the Consumer Microfinance Company, taking into account the rights of the creditors and borrowers and the integrity of the financial system.
             
            2.SAMA may revoke the license if the Consumer Microfinance Company has submitted false information or failed to disclose material information that should have been provided for licensing purposes.
             
        • Chapter Three Supervision on Consumer Microfinance Companies

          • Article 14

            Consumer Microfinance Company shall provide SAMA with precautionary data at the specified times as per the forms, controls and instructions set by SAMA.

          • Article 15

            1.A Consumer Microfinance Company must provide SAMA with its audited annual financial statements, auditor’s report and the Board report within (45) forty five working days from the end of the Gregorian year.
             
            2.A Consumer Microfinance Company must provide SAMA with its quarterly financial statements and auditor’s report within (20) twenty working days from the end of each Gregorian quarter.
             
            3.A Consumer Microfinance Company shall immediately report to SAMA any losses exceeding (15%) of the paid-up capital.
             
            4.SAMA may amend the periods mentioned in this Article when it deems necessary.
             
          • Article 16

            A Consumer Microfinance Company shall obtain a non-objection letter from SAMA prior to approving any dividend distribution, and such distribution shall not lead to a decrease in the level of capital adequacy and liquidity in accordance with the rules, requirements and criteria set by SAMA.

          • Article 17

            1.No acquisition of assets other than those necessary to manage its business shall be executed by the Consumer Microfinance Company unless it has obtained a non-objection letter from SAMA.
             
            2.A Consumer Microfinance Company may not execute any partial or total liquidation of its business or of the Company itself without obtaining a non-objecting letter from SAMA.
             
          • Article 18

            A Consumer Microfinance Company must not obtain non-banking credit facilities or the like unless it has obtained a non-objection letter from SAMA.

          • Article 19

            1.The Consumer Microfinance Company must apply international accounting standards in the preparation of their accounts and financial statements
             
            2.The Consumer Microfinance Company must make provisions for contingent losses and risks in accordance with International Financial Reporting Standards. SAMA may require that the Company to make an additional provision or more for contingent losses and risks.
             
            3.Subject to the international accounting standards, a Consumer Microfinance Company must define criteria for assets value reduction, provisioning standards and regularly verify their implementation.
             
          • Article 20

            1.Prior to appointing an external auditor, a Consumer Microfinance Company shall obtain a non-objection letter from SAMA. SAMA may require the company to appoint another auditor whenever the size and nature of its business require so.
             
            2.SAMA may require the Consumer Microfinance Company to replace its external auditor or may appoint another external auditor at the expense of the company in any of the following cases:
             
             a.when necessary due to the size and nature of its business;
             
             b.the external auditor has committed a breach of professional obligations; if there is a reason to believe that the external auditor has a conflict of interest; or
             
             c.when necessary for the protection of the finance sector or governance considerations and the protection of shareholder’s interest.
             
            3.The external auditor must report to SAMA immediately all facts of which he/she obtains knowledge in the course of an audit and which:
             
             a.justify the reservation in the audit report or the abstention from giving an opinion;
             
             b.jeopardize the existence of the consumer microfinance company;
             
             c.seriously impair the company’s development;
             
             d.indicate an evidence that the executives violate any of the applicable laws, regulations or instructions in Saudi Arabia or the by-laws of the company; or
             
             e.terminate the agreement before it ends with the reasons thereupon.
             
            4.SAMA may require the external auditor to explain his/her report or to reveal other facts that may have come to his/her attention during the audit, which indicates any violation of the laws, the regulations, the instructions or the by-laws of a Consumer Microfinance Company.
             
          • Article 21

            1.The Consumer Microfinance Company, its Board members, and employees must provide all information and documentation concerning the Company, its business, its shareholders, and its personnel, that SAMA may request at any time.
             
            2.SAMA has the right to inspect the records and accounts of the Consumer Microfinance Company, through SAMA’s personnel or by auditors appointed by SAMA, provided that the inspection shall be at the Company’s premises.
             
            3.The Consumer Microfinance Company and its employees shall facilitate the task of whom SAMA appoints for inspection and cooperate with them particularly as follows:
             
             a.providing the inspector with the company’s records, accounts and documents he/she deems necessary to perform his/her task;
             
             b.providing information and explanations as required by the inspector; and
             
             c.disclosing any violations or irregularities in the Company’s operations to the inspector at the beginning of his/her mission
             
            4.The Consumer Microfinance Company shall adhere to the recommendations and instructions given by SAMA to address the observations of inspection visits.
             
            5.The Consumer Microfinance Company and any of its employees may not hide or attempt to hide any information or irregularities or fail to provide any clarifications requested by the appointed inspector or neglect to provide any requested information and documents on time.
             
            6.SAMA’s employees in charge of the supervision, control, and inspection shall not be vulnerable to any claims as a result of performing their duties.
             
          • Article 22

            1.Every violation of the provisions of the Law and the Regulation or the noncompliance to any of the rules or circulars issued by SAMA is a violation related to the professional irregularity referred to in Article (29) of the Law.
             
            2.Every violation that endanger the shareholders of the Consumer Microfinance Company or their creditors as referred to in Article (29) of the Law, is as follows:
             
             a.There is a material adverse change in the business, or in the financial or legal or administrative situation of the Consumer Microfinance Company that might endangers its existence or its ability to pay its debts as they fall due.
             
             b.The Consumer Microfinance Company incurs a loss amounting to one- half of its paid up capital.
             
             c.The Consumer Microfinance Company incurs a loss amounting to more than (10%) of its paid-up capital in each of at least four consecutive fiscal years.
             
          • Article 23

            The Consumer Microfinance Company must reimburse all costs of a third party appointed by SAMA as a consequence of procedures taken under this Chapter.

        • Chapter Four Corporate Governance

          • Article 24

            The Consumer Microfinance Company must comply with corporate governance rules determined by SAMA.

          • Article 25

            The Consumer Microfinance Company shall develop written internal governance rules and regulations, approved by the Board. Such regulations should include at least the following: 
             
            1.the description of the organizational structure, including all departments and functions and their tasks and responsibilities;
             
            2.independence and separation of duties;
             
            3.roles of the Board, its committees, and the composition and duties of each of them;
             
            4.remuneration and compensation policies;
             
            5.conflict of interest controls;
             
            6.integrity and transparency controls;
             
            7.compliance with applicable laws and regulations;
             
            8.methods for securing confidentiality of information;
             
            9.fair dealings; and
             
            10.controls for protection of company assets.
             
          • Article 26

            The Board shall form specialized committees to expand the scope of work in the areas requiring special expertise, including at least an audit committee, and shall specify their powers and monitor their performance.

          • Article 27

            1.A Consumer Microfinance Company must obtain a non-objection letter from SAMA before appointing any person in the following positions and functions:
             
             a.
             
            Membership of Board and its committees.
             
             b.Managing Director, Chief Executive Officers, General Manager, their designees, Financial Manager and directors of key departments, or their designees.
             
             c.Directors of control functions, such as internal audit, risk management and compliance or their designees.
             
            2.A Consumer Microfinance Company shall inform SAMA immediately when any of its senior management members retires or gets his/her mandates terminated.
             
        • Chapter Five Internal Organization

          • Article 28

            A Consumer Microfinance Company must establish appropriate written organizational policies that includes work manuals and workflow procedures. Those policies must be kept up to date on a regular basis and they must be communicated to the concerned staff in a suitable and timely manner. The organizational policies must include rules for at least the following: 
             
             1.the organizational and operational structure, decision making and responsibilities;
             
             2.credit granting and operations;
             
             3.financial management and accounting;
             
             4.marketing and sales;
             
             5.information technology and security;
             
             6.customer service and collection;
             
             7.risk management, assessment, treatment, control and disclosure;
             
             8.internal supervision system;
             
             9.internal audit;
             
             10.committing to the related laws, regulations and instructions;
             
             11.outsourcing; and
             
             12.salaries, bonuses and incentives, including the salaries of members of Senior Management and staff and their motivation and remuneration of the Board and its committees.
             
          • Article 29

            It is prohibited in the Consumer Microfinance Company to combine an executive function such as financing or operation and oversight function such as internal audit or compliance tasks. A separation of functions must be adopted in a manner that ensures the application of the generally accepted policies, procedures, and technical standards, to protect the company’s assets and funds, and avoid fraud and embezzlement.

          • Article 30

            1.A Consumer Microfinance Company’s technical equipment and related systems must be adequate according to industry standards for the company’s operational needs, nature of activity and risk situation.
             
            2.Information technology systems and the related processes must be designed in a manner that ensures data integrity, availability, authenticity and confidentiality. Information technology systems and the related processes must be assessed on a regular basis in accordance to the generally accepted technical standards and tested before they are used for the first time and after any changes have been made.
             
            3.A Consumer Microfinance Company must establish a business continuity plan for emergencies that includes alternative solutions to restore its operations within an appropriate time.
             
          • Article 31

            A Consumer Microfinance Company shall have sufficient and qualified human resources in terms of knowledge and expertise to meet its operational needs, business activities and risk situation. The remuneration and incentives of staff must be fair, in line with its risk management strategy, and must not create a conflict of interest.

          • Article 32

            1.At least 50% of all employees must be Saudi nationals when a Consumer Microfinance Company starts operations. The percentage applies to all departments and organizational levels.
             
            2.The percentage of Saudi nationals of total human resources shall be annually increased by (5%) of all employees until (75%) has been reached. SAMA may determine the minimum required annual increase thereafter.
             
            3.Recruitment of non-Saudis in the Consumer Microfinance Company shall be limited to jobs that require expertise not available in the Saudi labor market. In all cases, the Consumer Microfinance Company must obtain a non-objection letter from SAMA before appointing any non-Saudi employee in supervision departments provided that the company has proved the lack of Saudis for the vacant position.
             
        • Chapter Six Outsourcing

          • Article 33

            1.The Board must issue and annually update a written policy regulating outsourcing. This policy shall include in particular the following:
             
             a.terms of reference and responsibilities of the Board and Senior Management;
             
             b.eligibility criteria for outsourcing provider;
             
             c.risk identification criteria and risk hedging measures;
             
             d.rules for continuous control and supervision over the outsourced operations;
             
             e.criteria to identify conflict of interest as well as rules and procedures which ensure safeguarding the interests of the Consumer Microfinance Company and not putting the interest of the other party over the company's interest; and
             
             f.procedures to protect information and maintain confidentiality and privacy.
             
            2.SAMA, the Consumer Microfinance Company, and the external auditor must have the authority to obtain any information or documents related to the work of the outsourcing provider or be examined in the offices of the outsource provider.
             
            3.A Consumer Microfinance Company shall verify the outsourcing provider’s compliance with relevant laws, regulations and instructions. The Consumer Microfinance Company shall be held liable if the outsourcing provider shows lack of compliance with the applicable laws, regulations and instructions in all operations and tasks assigned to it.
             
            4.A Consumer Microfinance Company must obtain a non-objecting letter from SAMA prior to any outsourcing arrangement that, in case of disruption or other default, may affect the consumer microfinance company’s activities, reputation or financial situation, or if the tasks assigned include transferring, processing or saving the data and information of borrowers. In this case, the outsourcing provider may not subcontract these tasks to any other provider.
             
          • Article 34

            A Consumer Microfinance Company shall obtain a no-objection letter from SAMA before outsourcing any finance services to a third party.

        • Chapter Seven Risk Management

          • Article 35

            A Consumer Microfinance Company shall: 
             
             
             1.establish a clear written business strategy and a written risk management policy approved and updated annually by the board. The risk management policy should take into account all relevant types of risks and how to deal with them, taking into consideration all business activities, including outsourced operations and tasks;
             
             2.establish appropriate procedures to identify, assess, manage, monitor and communicate risks. These processes must be included in a comprehensive risk management framework that ensures:
             
              a.early and comprehensive identification of risks;
             
             
              b.assessment of correlations between risks; and
             
             
              c.immediate coordination with Senior Management, the Board, risk and credit management committee and the responsible staff, and where appropriate, the internal audit department.
             
             
             3.submit the risk report to its board.
             
          • Article 36

            The Consumer Microfinance Company must prepare a biannual risk report for discussion by the board or the competent committee, if any, after review by senior management. The report must include as a minimum the following: 
             
             1.a comprehensive overview of the risk development and performance of financial positions that incur market price risks as well as any instances in which the limits are exceeded;
             
             2.changes to assumptions or parameters which form the basis of risk assessment procedures;
             
             3.the performance of the finance portfolio by activity, risk class and size and collateral category;
             
             4.the extent of limits granted, external credit lines and default finance, which must be listed and commented on;
             
             5.analysis of the conditions in which the Consumer Microfinance Company exceeds the limits as well as the reasons for this, the scale and development of new business, and the company’s risk provisioning; and
             
             6.any major finance decisions which deviate from the strategies or policies of the Consumer Microfinance Company.
             
          • Article 37

            A Consumer Microfinance Company shall submit to SAMA the report referred to in Article (36) of this document, after being discussed and approved by the board or the competent committee, if any, along with the decisions made in this regard.

        • Chapter Eight Compliance

          • Article 38

            A Consumer Microfinance Company must comply with applicable laws, regulations and instructions. It must also take the necessary measures and procedures to avoid breaching its provisions.

          • Article 39

            A Consumer Microfinance Company shall: 
             
             1.establish an independent department or a compliance function and assign a head of compliance reporting directly to the audit committee, and the audit committee must raise their views about compliance reports to the board;
             
             2.develop a written compliance policy approved by the board, which sets out the powers, obligations and responsibilities of the compliance department as well as compliance programs and related processes. The audit committee must ensure the implementation of the compliance policy, evaluate its effectiveness, update it and propose the necessary amendments to it on an annual basis; and
             
             3.take the necessary procedures to ensure that the compliance policy referred to in paragraph (2) of this Article is adhered to.
             
          • Article 40

            1.Based on the recommendation of the audit committee, a head of compliance shall be appointed by the board after obtaining a non-objecting letter from SAMA.
             
            2.The head of compliance acts independently regarding his/her tasks, and he/she may not perform any other administrative responsibilities.
             
          • Article 41

            The head of compliance must submit a compliance report to the audit committee semi-annually and then to the board for review. The compliance report must identify the main compliance-related risks facing the Consumer Microfinance Company, analyze existing processes and procedures and assess their viability, and suggest any amendments or changes.

          • Article 42

            The compliance department must have staff and resources commensurate with the business model and size of the Consumer Microfinance Company. Compliance employees must only report solely to the head of compliance.

          • Article 43

            The compliance department must ensure the Consumer Microfinance Company’s compliance with applicable laws, regulations and instructions. It shall particularly perform the following tasks: 
             
             1.identify and deal with all compliance risks and monitor all relevant developments;
             
             2.analyze new procedures, policies and operations and suggest procedures to address relevant compliance risks;
             
             3.follow a risk-based compliance program and include its findings in the report referred to in Article (41) of these Rules;
             
             4.collect compliance-related complaints and formulate written guidance to staff, where necessary;
             
             5.draft internal policies and procedures to combat financial crimes, such as money laundering and terrorism financing;
             
             6.monitor compliance with anti-money laundering and anti-terrorism financing laws, regulations, and rules;
             
             7.promote awareness of compliance issues and provide training to employees on compliance-related matters through periodic programs; and
             
             8.immediately report to SAMA and the audit committee in case of revealing any irregularities or violations.
             
          • Article 44

            A Consumer Microfinance Company, shall comply with the legal requirements mentioned in the Anti-Money Laundering Law, the Law on Terrorism Crimes and Financing, their Implementing Regulations, and the relevant instructions and guidelines as specified by SAMA, in a manner that is consistent with the nature and size of this company’s activity and risks it may be exposed to. A Consumer Microfinance Company, shall also comply with the requirements and instructions issued by SAMA on financial crimes and fraud.

        • Chapter Nine Internal Audit

          • Article 45

            1.The Consumer Microfinance Company must establish an internal audit department reporting directly to the audit committee. The internal audit department shall be independent in performing its duties, and its employees shall not be assigned any other responsibilities. Tasks of this department may be outsourced.
             
            2.The internal audit department manages and assesses the internal control system to ensure the extent to which the company and employees comply with applicable laws, regulations and instructions as well as the Consumer Microfinance Company's policies and procedures, whether outsourced or not. The internal audit department must have full and unlimited access to information and documents.
             
          • Article 46

            1.The internal audit department in the Consumer Microfinance Company shall operate according to a comprehensive audit plan approved by the audit committee and updated on an annual basis.
             
            2.Major activities and operations, including those related to risk management and compliance, must be audited at least annually.
             
          • Article 47

            1.The internal audit department must prepare and submit to the audit committee a written report on its work at least semi-annually. This report must include the scope of the audit, all findings and recommendations. It must also include the procedures taken by each department in respect of the findings and recommendations of the previous auditing and any related observations, especially if they have not been settled on time and the reasons for their unsettlement.
             
            2.The internal audit department must prepare and submit to the audit committee a written general report on all audits in a fiscal year, compared with the approved plan and stating any gaps or deviation from the plan, if any. This report shall be submitted within the first quarter following the end of the relevant fiscal year.
             
          • Article 48

            The Consumer Microfinance Company shall maintain the working documents and audit reports that clearly show the work carried out as well as findings and recommendations and what has been accomplished regarding these recommendations.

        • Chapter Ten Finance Procedures

          • Article 49

            1.Without prejudice to these Rules and the relevant instructions issued by SAMA, a Consumer Microfinance Company shall define written finance policies setting out rules and procedures for granting finance including, but not limited to, classification of creditworthiness.
             
            2.A consumer microfinance company's board shall approve all finance policies and all amendments to policies and provide SAMA with a copy of these policies.
             
          • Article 50

            The Consumer Microfinance Company shall not engage in any activity other than the activity of consumer microfinance. It shall practice such activity according to the following: 
             
             a.The finance shall be for purchasing goods and services for purposes of consumption, including, but not limited to, purchase of furniture, consumer goods and household products or payment of education fees and the like.
             
             b.The finance to the borrower shall not be for commercial or professional purposes.
             
             c.Vehicle purchase financing is excluded from consumer microfinance activity.
             
          • Article 51

            A Consumer Microfinance Company shall obtain a non-objection letter from SAMA before launching any finance products or modifying any existing products.

          • Article 53

            1.Consumer Microfinance Company must, upon the approval of the Consumer, verify the consumer’s credit record to confirm solvency, repayment capacity and credit conduct. The confirmation of such must be documented in the finance file.
             
            2.Upon the borrower’s consent, the Consumer Microfinance Company shall register the credit information of the borrower at one or more of the companies licensed to collect credit information according to the relevant laws, regulations and instructions. Such information shall be updated throughout the period of dealing with the borrower.
             
            3.The Consumer Microfinance Company must decline the finance request in case of the absence of consent from the consumer or borrower mentioned in paragraphs (1) and (2) of this Article.
             
          • Article 54

            A Consumer Microfinance Company shall not: 
             
             a.provide finance to a foreign borrower not residing in Saudi Arabia; or
             
             b.provide finance in a currency other than the Saudi riyal.
             
          • Article 55

            1.A Consumer Microfinance Company shall adopt clear, transparent and documented scientific methods, criteria and procedures to evaluate the creditworthiness of the finance applicant and his/her ability to repay. These methods, criteria, and procedures shall be in accordance with the best practices in this area. The board of directors of the company shall adopt, revise at least once every three years, and update when necessary these criteria and procedures. The company shall apply these procedures and document them in the finance file prior to granting finance.
             
            2.A Consumer Microfinance Company shall set procedures for early risk detection in order to identify the finance with clear evidence of increased risk. It shall also develop quantitative and qualitative indicators for early risk detection.
             
          • Article 56

            A Consumer Microfinance Company may provide unsecured finance in line with the risk management policy and procedures approved by its board of directors.

          • Article 57

            1.The total amount of finance granted to a borrower by a Consumer Microfinance Company must not exceed (SAR 50,000) fifty thousand riyals.
             
            2.Notwithstanding the provision of subsection (1) of this article, the total amount of finance granted to a borrower by a Consumer Microfinance Company that carries out its activity using financial technology must not exceed (SAR 25,000) twenty-five thousand riyals.
             
            3.SAMA may adjust this amount according to the market conditions or geographical scope of the company.
             
          • Article 58

            A Consumer Microfinance Company must make provisions for contingent losses and risks in accordance with International Financial Reporting Standards. SAMA may require that the company to make an additional provision or more for contingent losses and risks.

          • Article 59

            The Consumer Microfinance Company must define cases in which an exposure requires special observation; these exposures shall be reviewed on an ongoing basis to determine whether further actions may be required. There must be clear rules determining when a finance must be transferred to personnel specializing in restructuring, scheduling or winding up.

        • Chapter Eleven Exposure Limits

          • Article 61

            Exposure includes the value of all assets that subject to any credit risks, including but not limited to, finance agreements; securities; and advanced payments to other entities and clients; all commitments or other obligations to grant finance or to make a payment or deliver assets to a third party with a right of recourse against a client or another third party, equity, participating interests and assets in respect of which the Consumer Microfinance Company is the lessor.

          • Article 62

            A Consumer Microfinance Company shall assess and rate risks related to each exposure before making any finance decision and review the risk rating at least once every two years.

          • Article 63

            1.The aggregate finance amount provided by a Consumer Microfinance Company shall not exceed double the company’s amount of capital and reserves unless a non-objection letter from SAMA is obtained.
             
            2.SAMA may increase the limit on the aggregate finance amount offered by a Consumer Microfinance Company to the extent it deems appropriate, taking into account the financial position of the company, its performance and the market conditions.
             
        • Chapter Twelve Consumer Protection

          • Article 64

            Finance agreements must be drawn up on paper or electronically between the Consumer Microfinance Company and the borrower and each contracting party must receive a copy of the finance agreement. The finance agreement must include at least the following data and information: 
             
             1.names of parties to the contract, ID/Iqama/commercial register number of the borrower (as the case may be), official addresses, and contact information such as mobile phone number and email address (if any);
             
             2.type of finance;
             
             3.term of finance contract;
             
             4.finance amount;
             
             5.conditions to drawdown the amount of finance if available;
             
             6.term cost and its application conditions;
             
             7.annual percentage rate (APR);
             
             8.total amount payable by the borrower, calculated at the time of signing the finance contract, with the assumptions used in calculation provided;
             
             9.the amount, number and duration of installments to be paid by the borrower and the method of distributing that amount over the remaining amounts;
             
             10.fees, commissions, and administrative service costs;
             
             11.terms of payment of fees or funds required without paying the finance amount as well as the conditions for such payment;
             
             12.the consequences of delayed payment of installments;
             
             13.required documentation fees, where applicable;
             
             14.guarantee and insurance (if any);
             
             15.the account number for depositing finance installments and the bank name;
             
             16.procedures for exercising the right to withdraw (if any) and the conditions and financial obligations relating to such right;
             
             17.procedures for early repayment and for compensation of the Consumer Microfinance Company (when necessary) and how to determine such compensation;
             
             18.procedures for dealing with guarantees if their value is reduced (if any);
             
             19.procedures for exercising the right to terminate the finance contract;
             
             20.the borrower's permission to include his/her information in the credit record; and
             
             21.any other information specified by SAMA.
             
          • Article 65

            The finance agreement shall bear on its forefront a summary containing the basic information of the finance product and the main provisions of the finance agreement in a clear language for the borrower, in accordance with the model determined by SAMA and documenting the receipt of this summary by the borrower in the finance file.

          • Article 66

            1.The Annual Percentage Rate is the discount rate at which the present value of all instalments and other payments that are due on the borrower, representing the total amount payable by the borrower, equals the present value of the payments of the amount of finance available to the borrower, calculated on the date on which the amount of finance or the date the first payment is available to the borrower, calculated by the following equation: 
             
             

             

             Where:
             
             m is the last payment of the amount of finance to be received by the borrower;
             
             d is the payment to be received by the borrower from the amount of finance;
             
             Cd is the payment value of (d) to be received by the borrower from the amount of finance;
             
             Sd the period between the date on which the amount of finance or the first payment is available to the borrower and the date of payment (d), calculated in years and parts of the year, and so that this period of first payment received by the borrower from the amount of finance is zero (s1=0);
             
             n is the last payment payable by the borrower;
             
             p is the payment payable by the borrower;
             
             Bp is the payment value (p) payable by the borrower;
             
             tp is the period between the date on which the amount of finance or the first payment is available to the Borrower and the date of the payment (p) to be received from the Borrower, calculated in years and parts of the year.; and
             
             X is the Annual Percentage Rate (APR).
             
            2.For the purpose of calculating the APR, the periods between the date on which the finance amount or the first finance payment is made available to the borrower and the date of every payment received or payable by the borrower shall be calculated on the basis of (12) months or (365) days a year.
             
            3.For the purpose of calculating the APR, the total amount payable by the borrower must be specified including fees, commissions and costs that cannot be avoided by the borrower, excluding costs or fees payable by the borrower due to his/her violation of any obligations contained in the finance contract.
             
            4.It is a must to calculate the Annual Percentage Rate, assuming validity of finance agreement for the agreed period of time and both parties commitment to their obligations according to the conditions contained in the finance agreement.
             
          • Article 67

            The Consumer Microfinance Company must use the declining balance method in distributing the term cost on the maturity period, whereas the term cost is distributed proportionally between installments on the basis of the balance value of the remaining amount of finance at the beginning of the installment maturity period, and including it in the finance agreement.

          • Article 68

            Fees, commissions and administrative service charges to be received by the Consumer Microfinance Company from the borrower shall not exceed the amount equivalent to (1%) of the finance amount.

          • Article 69

            A borrower may accelerate the payment of the remaining finance amount at any time without bearing the term cost of the remaining period. A Consumer Microfinance Company may be compensated for the following: 
             
             a.The cost of re-investment, but not exceeding the term cost for the following three months of payments, calculated on the basis of the declining balance; and
             
             b.Payments from the Consumer Microfinance Company to a third party due to the finance agreement of expenses stipulated therein, if they are irrecoverable expenses, for the remaining term of the finance agreement.
             
          • Article 70

            1.The Consumer Microfinance Company shall indicate in all product advertisements: its name, logo, any identifying representation and contact details.
             
            2.The advertisement shall disclose, in a manner that is clear to the consumer, the name and Annual Percentage Rate of the advertised product and shall not include other rates of the term cost.
             
            3.A Consumer Microfinance Company is not allowed to publish an advertisement that includes a false offer, statement, or a claim expressed in terms that would directly or indirectly deceive or mislead a consumer.
             
            4.SAMA may require any Consumer Microfinance Company that does not comply with the conditions of this Article to withdraw the advertisement within one business day of SAMA’s notice.
             
          • Article 71

            The Consumer Microfinance Company shall establish a function for handling complaints, assign staff to such function, set clear procedures for receiving, documenting, reviewing, and responding to borrowers’ complaints within the period specified by SAMA, and keep such complaints in relevant records. All necessary details of borrowers’ complaints and related actions taken shall be included in the complaint records.

          • Article 72

            1.The Consumer Microfinance Company and its employees shall maintain the confidentiality of clients’ data and transactions and shall not disclose them to other parties, except in accordance with the relevant laws and instructions.
             
            2.Employees of the Consumer Microfinance Company shall not disclose any information about the company’s clients and transactions obtained through their work, even after leaving the company, and shall not retain any of this information after resigning.
             
            3.The Consumer Microfinance Company shall take all necessary measures to ensure confidentiality of clients’ information and transactions.
             
        • Chapter Thirteen Concluding Provisions

          • Article 73

            Without prejudice to the provisions of the Law, SAMA may exempt consumer microfinance companies from some of the provisions of these Rules as required by the conditions of the sector.

          • Article 74

            These Rules comes into effect as of the date of their publication on SAMA’s website.

      • Deposit Taking Finance Companies (DTFCs) Regulations

        No: 42019124 Date(g): 9/11/2020 | Date(h): 24/3/1442Status: In-Force

        Based on the powers granted to the Central Bank under the Finance Companies Control Law issued by Royal Decree No. (M/51) dated 13/08/1433H and its Implementing Regulations issued by the Governor's Decision No. (2/MSHT) dated 14/04/1434H. Based on the provisions of paragraph (7) of Article 11 of the Finance Companies Control Law, which stipulates that “A finance company may not: 7. Accept time deposits or non-banking facilities or opening accounts of all types for its clients, unless licensed by SAMA”, and the provisions of Article 65 of the Implementing Regulations of the Finance Companies Control Law, which stipulates that ”The Finance Company must not accept term deposits or non-banking credit facilities or similar or open any type of accounts to its clients unless a non-objecting letter from SAMA is obtained..”

        Please find attached a copy of the regulations on allowing finance companies to accept time deposits. The Central Bank emphasizes that companies wishing to obtain the Central Bank's no-objection in this regard must comply with the regulations after meeting the following requirements:

        1.The minimum capital must be one billion Saudi Riyals.
        2.The total shareholders' equity must not be less than the minimum paid-up capital (no accumulated losses).
        3.The company's defaults (for more than 90 days) should not exceed 5%.
        4.The company must have achieved stable profits for the last three years.
        5.Any other requirements deemed necessary by the Central Bank.

        • 1 Part I: Approach and Corporate Governance

          No: 42019124 Date(g): 9/11/2020 | Date(h): 24/3/1442Status: In-Force
          • Chapter 1: SAMA Approach to Deposit Taking Finance Companies (DTFC) Regulation

            • Introduction

              1.These SAMA regulations are applicable to all Deposit Taking Finance Companies (DTFCs) operating in the Kingdom of Saudi Arabia (KSA).
               
              2.Subject to the provisions of Finance Companies Control law, promulgated by Royal Decree No. M/51 dated 13/8/1433H and its Implementing Regulation, these Rules determine the requirements of exercising deposit-taking activity, and shall govern finance companies that are authorized to mobilize savings and time deposits from non-individual customers and to grant loans, credits and advances out of such deposits.
               
              3.In addition to these DTFC-specific prudential requirements, DTFCs are also required to comply with the Finance Companies Control Law, SAMA regulations for Finance Companies (FCs), and other relevant laws and regulations as applicable to all Finance Companies (FCs).
               
            • Deposit Taking Activities / Products and Services

              4.DTFCs are authorized to mobilize savings and time deposits from non-individual customers and to grant loans, credits and advances out of such deposits while observing liquidity ratios with regard to its liquid assets vis-à-vis total deposit liabilities and other prudential regulations as prescribed for DTFCs.
               
              5.DTFCs shall maintain one or more records of specified particulars in the case of every depositor such as name, address of depositor, types of deposit, date of receipt/date or renewal, date of maturity and profit rate payable. The registers are required to be kept at the place of business and preserved in good order for five calendar years following the financial year in which the latest entry was made of the repayment or the renewal of the deposit.
               
          • Chapter 2: SAMA Authorization of DTFCs

            6.No Finance Company (FC) shall carry out deposit taking business without prior SAMA written approval to designate it as Deposit Taking Finance Company (DTFC).
             
            7.An application for a SAMA approval to carry out deposit taking business shall be accompanied by the Feasibility study and three-year business plan of the proposed deposit-taking business, detailing the mission, vision, scope and nature of business operations, profitability analysis and internal controls and monitoring procedures, including but not limited to:
             
             i.the proposed organizational structure
             ii.the market to be served by the FC;
             iii.a schedule of all the preliminary expenses including the FC costs, all expenses relating to the establishment or transformation of the FC;
             iv.projected balance sheets, income and expenditure statements and cash flow for three years supported by:
             
              a.projected deposit mobilization and profit payable, stating separately anticipated sources of deposits;
              b.forecasted lending and advances to be made and profit receivable, stating major areas of lending including the intended sectoral lending composition; 
              c.forecasted cash and other liquid assets to be maintained;
              d.the required provision for bad and doubtful debts and loan write-offs, including the policy and procedures manual;
              e.projected operating expenses including rents, salaries, employee benefits, and director's remuneration, etc.;
              f.proposed levels of fixed assets, including business premises and equipment;
              g.other income, including commissions, fees and discounts etc.
              h.profit rate sensitivity analysis on the projections submitted or other similar analysis, providing necessary levels of scenario planning should economic conditions change or when business expectations fall short; assumptions underpinning the pro-forma financial statements, the sensitivity analysis and scenario planning must be fully elaborated;
              i.statistical data and other market information, which may have been collected and analyzed covering economic activities and the planned areas of operation, where revenue and expenses will be incurred, including detailed competitive analysis; and
              j.the planned scope of operations including services and products to be offered, the capability to provide these services, the projected demand for the services, and different groups of customers or market segments the FC wants to serve;
              k.the FC's risk-management policies and internal control systems including, among others, board and senior management oversight, internal controls, physical infrastructure, use of information technology, including but not limited to the following: —
              I.deposit mobilization strategies or plans and marketing methodologies;
              m.lending and credit administration policy manual;
              n.human resource development manual;
              o.assets manual;
              p.liquidity and funds management policies and procedures;
              q.management information system and Information Security;
              r.capital, planning and budgeting;
              s.accounting procedures manual; and
              t.internal audit and control manuals (including compliance and AML/CTF controls);
             
             v.evidence of sources and availability of capital including copies of bank statements, Treasury Bills, or other forms in which the capital is held.
             
          • Chapter 3: Corporate Governance and Risk Management

            • Introduction

              8.These regulatory requirements are relevant to all DTFCs. It sets out SAMA's requirements for the internal governance and risk management of the DTFCs and how they should comply with these regulations. These regulations cover the following areas:
               
               i.General requirements;
               ii.Senior Management Function & Responsibilities;
               iii.Segregation of Functions;
            • General Requirements

              9.SAMA requires that the governance and risk management arrangements, processes and mechanisms implemented by a DTFC should be proportionate to the nature, scale and complexity of the risks inherent in its business and its activities.
               
            • Expectations in Relation to the Senior Management and Their Responsibilities

              10.SAMA requires a DTFC to have robust governance and risk management arrangements, which includes a clear organisational structure with well-defined, transparent and consistent lines of responsibility. All DTFCs are required to put in place a Job description (JD) for each member of the senior management. More specifically, JDs must:
               
               i.Clearly set out the areas of the DTFC's activities for which the senior manager is responsible;
               ii.Be included in every application to SAMA for pre-approval as a senior manager as per SAMA's fit and proper regulations; and
               iii.Be updated and resubmitted if there is a significant change to the senior manager's responsibilities as per SAMA's fit and proper regulations.
               
              11.A DTFC is also required to produce and maintain a Management Responsibilities Description Document (MRDD), which is a single, up-to-date document setting out the DTFC's management, governance and risk management arrangements. The MRDD should be proportionate and include information about the business relationship with the head office and the group.
               
            • Board and Senior Management Responsibilities

              12.SAMA looks to the Board of the DTFC to oversee the activities of the DTFC, including matters of a corporate governance nature that relate to the DTFC. As such, SAMA requires that the Board will be accountable for the DTFC's operations.
               
              13.While the Board may not conduct all responsibilities or activities directly, SAMA requires the Board to retain its overall accountability for the operations of the DTFC. Regardless of who conducts the various functions, SAMA requires the Board to:
               
               i.Ensure that business objectives, strategies, and plans set for the DTFC are prudent in the context of the DTFC.
               ii.Be satisfied that appropriate policies and procedures (i.e. control systems) are in place to manage the risks regardless of where the controls may reside;
               iii.Receive sufficiently comprehensive and frequent reports to understand and monitor the business of the DTFC; and
               iv.Undertake or obtain, periodically, an independent assessment of the adequacy and effectiveness of the controls. Independent assessment may be obtained from individuals or groups designated with that role, such as internal audit or risk management (either at the DTFC or head office), or qualified third parties.
               
              14.The Board is required to ensure that there are robust policies and procedures to manage the assets and liabilities recorded on the DTFC's books and records and related accounts (e.g. deposit, loan, investment, etc.).
               
              15.The Board should ensure the DTFC is in compliance with all applicable legislation and regulations, and is conducting its business and affairs in a manner that is consistent with applicable SAMA requirements.
               
              16.While the Board may delegate responsibility for day-to-day management to management, SAMA requires the Board to be in a position to oversee the DTFC's regulatory returns. Therefore, SAMA would expect the Board to have, or to ensure the individuals undertaking activities with respect to the DTFC have, a good understanding of applicable legislation, regulations and guidelines, as well as the activities and related records of the DTFC, including its assets, liabilities, revenues and expenses. SAMA would also expect the Board to be satisfied with any work performed by others (e.g., head office or another entity within the group) and should ensure any deficiencies are corrected.
               
            • Segregation of Functions

              17.A DTFC should ensure that the performance of multiple functions by its relevant persons does not and is not likely to prevent those persons from discharging any particular functions soundly, honestly and professionally. The senior personnel within the DTFC should define arrangements concerning the segregation of duties within the DTFC and the prevention of conflicts.
               
              18.A DTFC should ensure that no single individual has unrestricted authority to do all of the following:
               
               i.Initiate a transaction;
               ii.Bind the DTFC;
               iii.Make payments; and
               iv.Account for it.
               
              19.Where a DTFC is unable to ensure the complete segregation of duties because the DTFC has a limited number of staff, it should ensure that there is adequate compensating controls in place such as frequent review of an area by relevant DTFC senior managers.
               
        • 2 Part II: Prudential Regulations

          • Chapter 4: Capital Requirements

            • Minimum Capital Requirements

              20.Every DTFC shall, at all times-
               
               i.maintain records including balance sheets and periodic statements of income and expenditure to enable proper computation of the institution's capital adequacy of 20%; and
               ii.maintain the prescribed minimum capital requirements.
               
              21.SAMA shall determine whether an institution is in compliance with the capital adequacy requirements in accordance with these Regulations.
               
            • Criteria for Higher Minimum Capital Ratios

              22.SAMA may require higher minimum capital ratios for an individual DTFC based on, but not limited to the following criteria, if:
               
               i.a DTFC has losses resulting in a capital deficiency;
               ii.a DTFC has significant exposure to risk;
               iii.a DTFC has a high, or particularly severe, volume of poor asset quality;
               iv.a DTFC is growing rapidly without adequate capitalization and risk management system among other resource needs as may be determined by SAMA; or
               v.there is a likelihood a DTFC may be adversely affected by the activities or conditions of its holding company (where DTFC is wholly owned by another institution).
               
            • On-Balance Sheet Items

              23.Every DTFC shall assess and provide for risks in the evaluation of their respective capital adequacy measurement.
               
              24.Every DTFC shall classify and assign risk weight to credit exposures into four categories according to their relative risk exposures, in the following manner-
               
               i.zero weight should be assigned to the on-balance sheet items including cash, balances with SAMA, claims on the government of KSA by way of investments in government of KSA securities, loans fully secured by cash and loans duly guaranteed by government;
               ii.20% weight, where deposits and balances due from commercial banks, financial institutions, DTFCs and claims (loans and advances) guaranteed by a multilateral development bank (MDB), a Regional Development Bank, or a development agencies;
               iii.50% weight where loans are fully secured by a residential property located within cities and municipalities in KSA that are either occupied by the borrower or rented and;
               iv.100% weight shall apply to all other claims on the public and private sector, which are not covered under the other categories and include- deposits in banks, financial institutions, mortgage finance companies and deposit-taking finance companies that are under statutory management; premises and other fixed assets, loans and advances, bills discounted and all other assets of these institutions.
               
            • Off-Balance Sheet Items

              25.Every DTFC shall ensure that:
               
               i.off-balance sheet items fully secured by cash or cash equivalent and those that are guaranteed by government of KSA shall be assigned 0% risk weight; and
               ii.off balance sheet items with the maturity exceeding a year are assigned a risk weight of 50%, including performance bonds and bid bonds.
               
            • Reports submitted to SAMA

              26.Every DTFC shall prepare and submit to SAMA at the end of every month to be received by the 15th business day of the following month, reports on Capital to Risk Weighted Assets in the form set out in Appendix A to these Regulations.
               
          • Chapter 5: Liquidity Requirements

            • Liquidity Risk Management Plan

              27.Every DTFC shall plan and fund its liquidity requirement over specific time periods as set by the DTFC.
               
              28.Every DTFC is required to put in place a Board (or its delegated authority) approved liquidity risk management plan. A liquidity risk management plan shall, as a minimum, address the following:
               
               i.management structures and information systems;
               ii.measuring and monitoring net funding requirements;
               iii.contingency funding planning; and
               iv.internal controls for liquidity management.
               
            • Statutory Minimum

              29.Every DTFC shall maintain a minimum holding of liquid assets of twenty per cent (20%) of all its deposit liabilities, matured and short-term liabilities.
               
              30.Every DTFC shall also maintain with SAMA at all times a statutory deposits of a sum not less than 4% of deposit liabilities. SAMA may, if it deems it to be in the public interest, vary the aforesaid percentage.
               
              31.The deposit liabilities of a DTFC shall not exceed 15 times its total capital. If the deposits liabilities exceeds this limit, the DTFC must within one month of the date of submission of its liquidity information as per Appendix B, either increase its total capital to the prescribed limit or deposit 50% of the excess deposits with SAMA.
               
            • Returns

              32.Every DTFC shall prepare and submit to SAMA at the end of every month to be received by the 15th business day of the following month, liquidity information to SAMA as set out in Appendix B to these Regulations.
               
              33.Where the date of submission falls on a weekend or a holiday, the deadline shall be the Thursday or the day before the holiday.
               
          • Chapter 6: Asset Quality

            • Loan Review Function of DTFCs

              34.Every DTFC's loan review function shall ensure that:
               
               i.the loan portfolio and lending function conforms to a sound written lending policy, which has been approved and adopted by the board or its delegated authority;
               ii.management and the board are adequately informed regarding credit risk, among other risks and risk management control effectiveness;
               iii.problem accounts are identified properly and on a timely basis and internally classified in accordance with the classification criteria in these regulations; and
               iv.appropriate and adequate level of provisions for potential loss are made and maintained at all times.
               
            • Review and Classification of Loans

              35.Every DTFC shall review, classify and appropriately make provisions for its loan portfolio at least once every three months.
               
              36.Every DTFC shall classify loans and advances in the manner set out in Appendix C to these Regulations.
               
              37.Where a DTFC has granted multiple loans to a single borrower, and any one of such loans is nonperforming, the DTFC shall evaluate every other loan to that borrower and place such loans on non-performing status accordingly.
               
            • Classification of Renegotiated or Restructured Loans

              38.Every DTFC shall classify a renegotiated or restructured loan in the Substandard category unless-
               
               i.all past due principal and profit is repaid in full at the time of renegotiation, in which case it may revert to 'Normal' classification.
               ii.All past due profit is repaid in full at the time of renegotiation in which case it may revert to 'Watch' classification.
               
              39.A renegotiated or restructured loan classified as doubtful or loss shall continue to be classified as doubtful or loss unless -
               
               i.all past due principal and profit is repaid in full at the time of renegotiation, in which case it may revert to 'Watch' classification or;
               ii.all past due profit is repaid in full at the time of renegotiation in which case it may revert to 'Substandard' classification; and
               iii.all past due principal and profit is repaid in full at the time of renegotiation and there has been consistent repayment of three instalments in which case it may revert to 'Normal' classification.
               
              40.No DTFC shall restructure or renegotiate any loan or credit facility more than twice over the life of the original loan or credit facility.
               
              41.Any loan or credit facility restructured for the second time shall be classified as substandard if all past due principal and profit is repaid in full at the time of renegotiation: Provided that if all past due profit is repaid in full at the time of renegotiation, the loan or credit facility shall be classified as doubtful.
               
              42.Where a loan is classified as non- performing every DTFC shall suspend any profit on such loans and advances and - (a) the profit in suspense shall not be treated as income; and (b) all profit in suspense shall be taken into account in the computation of provisions for non-performing accounts; and (c) reverse any profit on non-performing loans or credit facilities accrued into income but uncollected and credit into the profit in suspense account until paid in cash by the borrower.
               
              43.Every DTFC shall ensure that a non-performing loan or credit facility is returned to accrual basis only when all outstanding dues and unpaid obligations have been paid up to date.
               
              44.Every DTFC shall ensure that all profit on nonperforming loan or credit facilities previously accrued into income but uncollected is reversed and credited into the profit in suspense account until paid in cash by the borrower.
               
              45.In determining the amount of potential loss in specific loans or in the aggregate loan portfolio, every DTFC shall be guided by the following minimum provisioning percentages:
               
               i.For loans classified "Normal", 1%;
               ii.For loans classified "Watch", 5%;
               iii.For loans classified "Substandard", 25%;
               iv.For loans classified "Doubtful", 75%; and
               v.For loans classified "Loss", 100%.
               
              46.Where the impairment charges computed under International Financial Reporting Standards (IFRS) are lower than provisions required under these Regulations, the excess provisions shall be treated as an appropriation of retained earnings.
               
              47.Where the impairment charges computed under IFRS are higher than provisions required under these Regulations, the IFRS impairment charges shall be considered adequate for the purposes of these Regulations.
               
              48.The DTFC shall comply with SAMA provisioning rules, requirements specifying regulatory credit risk exposure and any changes thereof.
               
            • Write-Off of Loans

              49.A DTFC shall write-off a loan or a portion of a loan from its balance sheet when-
               
               i.the institution loses control of the contractual rights over the loan;
               ii.all or part of a loan is deemed uncollectible or there is no realistic prospect of recovery;
               iii.the borrower becomes bankrupt; or
               iv.efforts to collect debt are abandoned for any other reason.
               
              50.Every DTFC shall, at least every year, review its assets and make necessary provisions as need arises, if an actual loss of an asset occurs or when the recoverable amount of the asset is less than it's carrying value.
               
              51.Every DTFC shall submit a copy of the review report to SAMA within fifteen business days from the date of review.
               
          • Appendix A: Capital to Risk Weighted Assets Return

            Name of DTFC...................................................................................................
            Period...................................................................................................
             CAPITAL COMPONENTS

            Amounts

            (all amounts in SAR)

            1.CORE CAPITAL (TIER 1) 
            1.1.1Paid-up ordinary share capital 
            1.1.2Non-repayable share premium 
            1.1.3Retained earnings/Accumulated losses 
            1.1.4Net after tax profits, current year to-date (50% only) 
            1.1.5Capital Grants 
            1.1.6Non-cumulative irredeemable preference shares 
            1.1.7Other reserves 
            1.1.8Sub-Total (1.1.1 to 1.1.7) 
            LESS DEDUCTIONS 
            1.1.9Investment in subsidiary institution 
            1.1.10Goodwill 
            1.1.11Intangible assets 
            1.1.12Total Deductions (1..1.9 to 1.1.11) 
            1.1.13CORE CAPITAL (1.1.8 Less 1.1.12) 
            1.2SUPPLEMENTARY CAPITAL (TIER 2) 
            1.2.1Revaluation reserves (25%) 
            1.2.2Cumulative irredeemable preference shares 
            1.2.3Convertible notes and similar capital investments 
            1.2.4Perpetual subordinated debt 
            1.2.5Limited life redeemable preference shares 
            1.2.6Term subordinated debt 
            1.2.7Statutory Loan Loss Reserve 
            1.2.8Total supplementary capital (1.2.1 to 1.2.7) 
            1.2.9Supplementary Capital/Core Capital (%) 
            1.3TOTAL CAPITAL (1.1.13 + 1.2.8) 
            1.4Total shareholder's funds 
            1.5Difference (1.4 Less 1.3) 

             

            2.ON - BALANCE SHEET ASSETS

            Amount

            (all amounts in SAR)

            WeightWeighted Asset Value
            2.1Cash in domestic currency 0 
            2.2Balances with SAMA 0 
            2.1KSA Government Treasury Bills 0 
            2.2KSA Government Treasury Bonds 0 
            2.3Lending fully secured by cash 0 
            2.4Advances guaranteed by the Government of KSA 0 
            2.7Cash in foreign currency 0 
            2.8Deposits & balances Due from local institutions 0.2 
            2.9Deposits & balances Due from foreign institutions 0.2 
            2.10Foreign Treasury Bills and Bonds 0.2 
            2.11Claims guaranteed by Multilateral Development Banks 0.2 
            2.12Loans & advances secured by residential property 0.5 
            2.13Other Loans and Advances ( net of provisions) 1.0 
            2.14Other Investments 1.0 
            2.15Fixed Assets ( Net of Depreciation) 1.0 
            2.16Other Assets 1.0 
            2.17TOTAL (2.1 to 2.16)   
            2.18Total Assets   
            3.OFF-BALANCE SHEET ASSETS   
             Counterparty/SecurityCredit Risk EquivalentWeightWeighted Asset Value
            3.1Transaction secured by cash   
            3.2Government of KSA   
            3.3Local financial institutions   
            3.4Foreign banks and foreign governments   
            3.5Performance Bonds, Bid Bonds, Standby letters of credit, and other commitments with an original maturity exceeding one year   
            3.63.6 Others   
            3.73.7 TOTAL (3.1 to 3.6)   

             

            4.CAPITAL RATIO CALCULATIONS 
            4.1Core Capital as per 1.1.13 above 
            4.2Total Capital as per 1.3 above 
            4.3Total Risk Weighted Asset Value of on- balance sheet items as per 2.18 above 
            4.4Total Risk Weighted asset value of off-balance Sheet Items as per 3.7 Above 
            4.5Total Risk weighted assets (4.3 + 4.4) 
            4.6Total deposits 
            4.7Core capital to risk assets ratio (4.1/4.5)% 
            4.8Minimum core capital to risk assets requirement 
            4.9Excess (Deficiency) (4.7 less 4.8) 
            4.10Core capital to deposits ratio (4.1/4.6)9% 
            4.11Minimum core capital to deposits requirement 
            4.12Excess/(Deficiency) (5.0 less 5.1) 
            4.13Total capital to risk assets ratio (4.2/4.5)% 
            4.14Minimum total capital to risk assets requirement 
            4.15Excess/(Deficiency) (5.3 less 5.4) 
            • Completion Instructions on Capital to Risk Weighted Assets Return

              1.Capital Components
               
              1.1Core Capital (Tier 1)
               
              1.1.1Paid-up Ordinary Share Capital
               
               This is the nominal value of the ordinary shares issued and fully paid.
               
              1.1.2Non-repayable Share Premium/ (discount)
               
               This is the difference between the nominal price and purchase price of shares, which is not refundable/ recoverable.
               
              1.1.3Retained Earnings/ Accumulated losses
               
               These are retained earnings or accumulated losses from the profits/losses of the prior years. They should however exclude reserves arising from revaluation of investment properties and cumulative unrealised gains and losses on financial instruments.
               
              1.1.4Current Year 50% Un-audited After Tax Profits
               
               This is 50% of the current year to date un-audited after tax profits. The DTFC must have made adequate provisions for loans and advances, depreciation, amortization and other expenses. In arriving at the applicable figure, any proposed or interim dividends have to be taken into account. This should however exclude reserves arising from revaluation of investment properties and cumulative unrealised gains and losses on financial instruments. In case of a loss, full amount should be included.
               
              1.1.5Capital Grants
               
               These are donations to be on lent to customers that are irredeemable or non-repayable.
               
              1.1.6Non-cumulative irredeemable preference shares
               
               These are shares, which have a standing claim on the company every year, but the claim is not carried forward in event of not being paid and they are not redeemable.
               
              1.1.7Other reserves
               
               These are all other reserves, which have not been included above. Such reserves should be permanent, unencumbered, uncallable and thus able to absorb losses. Further, the reserves should exclude cumulative unrealised gains and losses on available-for- saleinstruments.
               
              1.1.8Sub-total
               
               Enter in this line the sub-total of all the items from 1.1.1 to 1.1.7.
               
              1.1.9Investments in subsidiary institutions and equity instruments of other financial institutions
               
               To prevent multiple use of the same capital resources in different financial institutions, the DTFC should deduct any investment in subsidiaries conducting banking or FC business and equity instruments of other such institutions.
               
              1.1.10Goodwill
               
               This is the difference between the value of the business as a whole and the aggregate of the fair values of its separable net assets at the time of acquisition.
               
              1.1.11Other intangible assets
               
               These are assets without physical existence, e.g. patents, copyrights, formulae, trademarks, franchise etc. However, computer software should not be deducted.
               
              1.1.12Total deductions
               
               This is the total of all the items from 1.1.9 to 1.1.11.
               
              1.1.13Core Capital
               
               Core Capital is the deduction of line 1.1.12 from line 1.1.8.
               
              1.2Supplementary Capital (Tier 2)
               
              1.2.1Revaluation reserves
               
               This is the revaluation reserves of fixed assets, land and buildings based on independent and professional appraisal as to the obtaining SAMA's approval.
               
              1.2.2Cumulative irredeemable preference shares
               
               These are irredeemable shares with standing claim on the company and the claim is carried forward in event of it not being paid in the current year.
               
              1.2.3Convertible notes and similar capital investments
               
               Convertible notes are instruments that evidence a company promise to pay a loan on maturity, which can be converted, into shares any time before maturity date. Other similar capital investments are convertible debentures, bonds, loans etc.
               
              1.2.4Perpetual subordinated debt
               
               This Is a debt equity or loan capital, which is not redeemable.
               
              1.2.5Limited life redeemable preference shares
               
               These are preference shares with limited life of at least five years and are redeemable.
               
              1.2.6Term subordinated debt
               
               This refers to loan capital, bonds, commercial paper or debt equity with original maturity period of five years and above.
               
              1.2.7Statutory Loan Loss Reserve
               
               These are provisions that have been appropriated from retained earnings (revenue reserves). This will only apply if provisions computed under quality requirements is in excess of impairment losses computed under International Financial Reporting Standards.
               
               However, loan loss reserve qualifying as supplementary capital should not exceed 1.25% of risk weighted assets total value.
               
              1.2.8Total supplementary capital
               
               This is the sub-total of the items in line 1.2.1 to 1.2.7.
               
              1.2.9Supplementary Capital/Core Capital (%)
               
               This is the percentage of the supplementary capital to core capital. Total supplementary capital should not exceed core capital. Where supplementary capital exceeds core capital, then qualifying supplementary capital is limited to the amount of core capital.
               
              1.2.10Total Capital
               
               Total capital is the sum of core capital and supplementary capital, i.e. Total of lines 1.1.13 and 1.2.8
               
              1.2.11Total Shareholders' funds
               
               The figure reported in this line should agree with the total shareholders funds as reported in the monthly balance sheet.
               
              1.2.12Difference
               
               Any difference between total capital and total shareholders' funds should be reported in this line and a reconciliation of the same be attached.
               
              2.On-Balance Sheet Assets
               
              2.1Cash
               
               Enter in this line cash at hand (domestic notes and coins).
               
              2.2Balances with SAMA
               
               This includes reverse repo with SAMA, reserve requirement and any other balances held by SAMA.
               
              2.3KSA Government Treasury Bills
               
               These are Treasury bills issued by KSA Government.
               
              2.4KSA Government Treasury bonds
               
               These refer to the Treasury Bonds issued by KSA Government.
               
              2.5Lending fully secured by cash
               
               Enter here all other debts that are fully secured by cash.
               
              2.6Advances guaranteed by KSA Government
               
               This refers to all loans and advances duly guaranteed by KSA Government.
               
              2.7Cash in Foreign currencies
               
               Enter in this line cash at hand (foreign notes and coins).
               
              2.8Deposits and balances due from Local Institutions
               
               These are deposits and balances held with local banks, financial companies and mortgage finance companies including overnight balances.
               
              2.9Deposits and balances due from foreign institutions
               
               These are balances held with correspondent banks and financial institutions abroad.
               
              2.10Foreign Treasury Bills and Bonds
               
               These are bills and bonds issued by foreign governments, banks and other multilateral institutions.
               
              2.11Claims guaranteed by Multi-Lateral Development Banks (MDB's)
               
               These are loans, advances and capital market instruments such as commercial paper that are guaranteed by MDBs.
               
              2.12Loans secured by Residential Property
               
               These are facilities secured by residential properties situated within cities and municipalities in KSA. Such facilities should only be those classified as normal under Asset Quality Return and are performing in accordance with the original terms and conditions specified in the letter of offer. in addition, the security should be perfected in all respects and its current forced sale value should, cover in full, the outstanding debt with at least a 20% margin. The 50% weight will not be specifically applied to loans to companies engaged in speculative residential building or property development.
               
              2.13Other loans and advances
               
               These refer to loans and advances that are not guaranteed by KSA government and not secured by cash. These also include commercial paper and corporate bonds and should be reported net of provisions. Provisions must be computed in accordance with Asset Quality Return. However, provisions appropriated from retained earning should not be netted off from loans and advances.
               
              2.14Other investments
               
               These are investments in other companies other than financial institutions.
               
              2.15Fixed assets
               
               These are assets acquired for use in the operation of the business or for investment purposes, e.g. furniture, computers, freehold and leasehold land and buildings. They should be shown net of accumulated depreciation, amortized cost, or at fair value.
               
              2.16Amount due from group companies
               
               This is the claim of the reporting institution from other group companies that are not financial institutions.
               
              2.17Other assets
               
               These are other assets, which have not been dealt with above.
               
              2.18Total on-balance sheet assets
               
               Enter in this line total on-balance sheet asset i.e. total of line 2.1 to 2.17. Total deductions from core capital should also be deducted from the assets for the purposes of computing the risk weighted asset values. All profit bearing assets should be reported inclusive of profit earned.
               
              2.19Total Assets
               
               Total asset figure should be indicated in this line.
               
              2.20Difference
               
               This is the difference between total on-balance sheet assets and total assets. The difference should be explained in the form of reconciliation.
               
              3.Off-Balance Sheet Items
               
               DTFCs should compute credit risk equivalents for different categories of off- balance sheet transactions. The resulting amounts should be assigned 100% risk weight. Under line 3.4 of the return, foreign banks include the Multi-lateral Development Banks specified under item 2.10 of the completion notes. Under line 3.5, DTFC should include undelivered spot transactions.
               
              3.1Total weighted assets values
               
               Enter in this line the total weighted assets values, i.e. 2.18 + 3.7
               
              4.Capital Ratio Calculations
               
               Compute as per the formulae provided in the form.
               
              4.1Total Deposits
               
               This refers to margins on letters of credit, local and foreign currency deposit liabilities plus accrued profit repayable on demand, after fixed period or after notice.
               
              4.2General
               
               All reported items should agree with or capable of being derived from the figures reported by the DTFC under of the same period. This is a monthly return and should be submitted by the 15th business day of the following month.
               
          • Appendix B - Lquidity Statement

            Liquidity StatementAmount (all amounts in SAR)
            1  Notes And Coins 
             (a). Local Notes and Coins 
               Total 
                 
            2  Balances With Finance Companies 
             (a). Balances with FCs 
               Less: 
             (b). Time Deposits with FCs 
             (c). Matured Loans/ Advances from FCs 
               Total 
                 
            3  Balances With Domestic Commercial Bank 
             (a). Balances with Banks 
               Less: 
             (b). Time Deposits with Banks 
             (c). Overdrafts and Matured Loans/ Advances 
               Total 
                 
            4  Balances With Financial Institutions 
             (a). Balances with Financial Institutions 
               Less: 
             (b). Time Deposits with Financial Institutions 
             (c). Balance due to Financial Institutions 
             (d). Matured Loans/ Advances from Financial Institutions 
               Total 
                 
            5  Balances With Mortgage Finance Companies 
             (a). Balances with Mortgage Finance Companies 
               Less: 
             (b). Time Deposits with Mortgage Finance Companies 
             (c). Balance due to Mortgage Finance Companies 
             (d). Matured Loans / Advances from Mortgage Finance Companies 
               Total 
                 
            6  Treasury Bills 
             (a). Treasury Bills 
             (b). Treasury Bonds 
               Total 
                 
            7  Net Liquid Assets - 1-6 
                 
            8  Deposit Balances 
             (a).i)Deposits from Govt. Bodies & GREs including Accrued Profit 
              ii)Deposits from all other Sources including Accrued Profit 
              iii)Total Deposits 
                 
             (b). Less: 
              i)Balances due to FCs 
              ii)Balances due to Banks 
              iii)Balances due to Financial Institutions 
              iv)Balances due to Mortgage Finance Companies 
              v)Total Deductions 
             (c). Net Deposit Liabilities 
                 
            9  Other Liabilities 
             (a). Matured 
             (b). Maturing within 91 days 
             (c). Total other liabilities 
                 
            10  Liquidity Ratio 
             (a). Net Liquid Assets 
             (b). Short Term Liabilities 
             (c). Ratio {[(a)/ (b)] x 100%} 
                 
            Notes 1 -For overdrafts include all overdrafts and any debit balances on savings accounts
            • Analysis of Balances Due to/from Financial Institution

              InstitutionAmount Due ToAmount Due FromNet
              FC's - 
              Total   
              Banks   
              Total   
              Financial Institution   
              Total   
              Mortgage Finance Companies   
              Total   
            • Maturity Analysis of Assets and Liabilities

              Name of Institution: .........................................
              Period Ending: ..................................................

              Assets123456789
              Maturing in
              Matured> 1 month< 1 month & > 3 months< 3 months & > 6 months< 6 months & > 1 year< 1 year & > 3 years< 3 years & > 5 years< 5 yearsTotal
              Cash Reserves         
              Balances With SAMA         
              Balances Due From Local Institutions         
              Balances Due From Banks Abroad         
              KSA Government Treasury Bills         
              KSA Government Treasury Bonds         
              Foreign Government Treasury Bills & Bonds         
              Other Investments         
              Other Foreign Assets         
              Local Currency Loans And Advances (Net)         
              Fixed Assets (Net)         
              Balances Due From Group Companies         
              Other Assets         
              Total Assets         
              Off Balance Sheet Assets         
              Liabilities         
              Balances Due to SAMA         
              Balances Due to Local Institutions         
              Balances Due to Banks abroad         
              Local Currency Deposits         
              Local Currency Borrowings         
              Foreign Currency Deposits         
              Foreign Currency Borrowings         
              Other Foreign Liabilities         
              Balance Due to Group Companies         
              Other Liabilities         
              Capital And Reserves         
              Total LIABILITIES         
              Off-Balancce Sheet Liabilities         
              Net Position On - Balance Sheet Items (A14-B12)         
              Net Position Off - Balance Sheet Items (A15-B13)         
            • Completion Instructions

              1.Notes and Coins
               
              a.Local
               
               Enter all notes and coins on the DTFC's premises (including mobile units) which are legal tender in KSA.
               
              2.Balances with FCs
               
              a.Balances with FCs
               
               Enter the total of all balances (call and time deposits) placed with the institution, excluding uncleared effects but including accrued profit.
               
              b.Time Deposits with FCs
               
               Enter the amount of time deposits including accrued profit included 2(a) above whose maturities exceed 91 days.
               
              c.Balances due to FCs
               
               Enter the total of all balances including accrued profit (overnight borrowings, and call placements) received from FCs
               
               This balance should agree with the total analysed in the table attached to the liquidity return.
               
              d.Matured loans and advances from FCs
               
               Enter the total of matured loans and advances including guarantees, bills discounted promissory notes and performance bonds received from FCs.
               
              3.Balances with Domestic Commercial Bank
               
              a.Balances with banks
               
               Enter the total of all balances (overnight, call and time) held at other domestic commercial banks excluding un cleared effects.
               
               These balances should include accrued profit and should agree with the total analysed in the schedule attached to liquidity return.
               
              b.Time Deposits with Banks
               
               Enter the amount of time deposits including accrued profit entered in 3(a) above whose maturities exceed 91 days.
               
              c.Balances Due to banks
               
               Enter the total of balances due to commercial banks including accrued profit. This balance should agree with the total analysed in the table attached to the liquidity return.
               
              d.Matured loans and advances from domestic banks
               
               Enter the total of all overdrafts and any other debit balances on matured loans and advances including guarantees and bonds issued by commercial banks.
               
              4.Balances with Financial Institutions
               
              a.Balances with Financial Institutions
               
               Enter the total of all balances (overnight, call and time) placed with the institution, excluding uncleared effects. This should include accrued profits; and should agree with the total analysed in the table attached.
               
              b.Time Deposits with Financial Institutions
               
               Enter the amount of time deposits including accrued profits entered in 4(a) above whose maturities exceed 91 days.
               
              c.Balances due to Financial institutions
               
               Enter the total of balances received from financial institutions including accrued profits.
               
               This balance should agree with the total analysed in the table attached and should exclude balances with institutions with maturities period exceeding 91 days.
               
              d.Matured Loans and Advances Received from Financial Institutions
               
               Enter the total of matured loans and advances including guarantees, bills discounted, promissory notes and performance bonds received from financial institutions.
               
              5.Balances with Mortgage Finance Companies
               
              a.Balances with Mortgage Finance Companies
               
               Enter the total of all balances (overnight, call and time deposits) placed with the Institution, excluding uncleared effects but including accrued profits.
               
              b.Time Deposits with Mortgage Finance Companies
               
               Enter the amount of time deposits including accrued profits included in line 5(a) above whose maturities exceed 91 days.
               
              c.Balances due to Mortgage Finance Companies
               
               Enter the total of all balances including accrued profits (overnight borrowings, and call placements) received from mortgage finance companies.
               
               This balance should agree with the total analysed in the table attached to the liquidity return.
               
              d.Matured loans and advances from Mortgage Finance Companies
               
               Enter the total of matured loans and advances including guarantees, bills discounted, promissory notes and performance bonds received from mortgage finance companies.
               
              6.(a) KSA Government Treasury Bills
               
               Enter the amortized cost of all KSA Government Treasury Bills investments by the reporting institution, net of encumbered Treasury Bills. Encumbered Treasury Bills are those pledged to secure any form of credit facility granted to the reporting institution.
               
               (b) KSA Government Treasury Bonds/ Bearer Bonds
               
               Enter the amortized cost or fair value of all treasury bonds/bearer bonds acquired by DTFC directly from the government and its issuing agents and those discounted from third parties.
               
              7.Total Liquid Assets
               
               Enter the sum of items 1 to 6 above
               
              8.Total Deposit Liabilities
               
              a.Enter total deposits (Local and Foreign Currency) from all sources, including accrued profit, but excluding un-cleared effects.
               
              b.
               
              Less:
               
              i)Balances Due to banks
               
               Enter the total of balances due to domestic and foreign commercial banks including accrued profit. This amount should agree with the sum of balances analysed in the attached table.
               
              ii)Balances Due to FCs
               
               Enter the total amount of balances due to FCs including accrued profit. This amount should agree with the sum of balances in the attached table.
               
              iii)Balances Due to Financial Institutions.
               
               Enter the total amount of balances due to domestic financial institutions including accrued profits. This amount should agree with the sum of balances in the attached table.
               
              iv)Balances Due to Mortgage Finance Companies.
               
               Enter the total amount of balances due to domestic mortgage finance companies including accrued profits. This amount should agree with the sum in the attached table.
               
              v)Total Deductions
               
               Enter the total of items b (i) to b (iv)
               
              c.Net Deposit Liabilities
               
               Enter the net amount of item 8 (a) less sum of 8 (b).
               
              9.Other liabilities
               
              a.Matured: Enter the sum of all matured liabilities (Including crystallized off- balance sheet commitments) that have cash flow implications and are due for payment.
               
              10.Liquidity Ratio
               
              a.Total of items (7)
               
              b.Sum of Group 8(c) + 9(c)
               
              c.Ratio of [(a)/ (b)] x 100%
               
               The liquidity statement should be completed as per the instructions contained in this guideline, and should be submitted by the 15th business day of each month.
               
          • Appendix C: Asset Quality

            • Risk Classification of Assets

              In the determination of the classification for loans and advances, performance will be the primary consideration. The performance will generally show the repayment capability of the borrower. All loans and advances should be classified by institutions according to the following criteria:-
               Days at Risk (Number of days past due)Classification
              a) Current and up to date in payments of principal and profitNormal
              b) 1 to 30 days in arrears or where one instalments for either principal or profit is due and unpaidWatch
              c) 31 to 60 days in arrears or where two instalments for either the principal or profit are due and unpaidSubstandard
              d) 61 to 90 days in arrears or where three instalments of either principal or profit are due and unpaidDoubtful
              e) More than 90 days in arrears or where four or more instalments of either principal or profit are due and remain unpaidLoss
            • Risk Classification of Assets and Provisioning

              Portfolio Aging Report
              ClassificationNo of loans /ACsOutstanding loan PortfolioRequired ProvisionRequired Provision Amount (SAR)Security HeldMinimum provision %Portfolio at Risk
              Normal  1%    
              Watch  5%    
              Sub-standard  25%    
              Doubtful  75%    
              Loss  100%    
              Other Non-performing Assets*       
              Total       
              Restructured/Rescheduled/ Renegotiated loans
              Normal  1%    
              Watch  5%    
              Sub-standard  25%    
              Doubtful  75%    
              Loss  100%    
              Grand Total       
            • Completion Instructions

              General 
               
              This return should be completed strictly in accordance with the Regulation on Asset Quality. 
               
              1.Enter in column A the number of accounts under each classification.
              2.Enter in column B the amount outstanding under each classification categories of Normal Risk; Watch; Sub-standard; Doubtful and Loss.
              3.Enter in column C the minimum provisions requirement in percentages in each classification category.
              4.Enter in column D provisions required in each classification category.
              5.Enter in column E the amount of security held in each classification category.
              6.Enter the difference between column D and E in column G.
               
        • 3 Part III: Account Opening and Operating Rules and Regulations

          • Chapter 7: Definitions

            • General Account

              52.A General Account is an accounting record maintained by a DTFC licensed to operate in the Kingdom, generated under a contract called "General Account Opening Agreement" signed by the DTFC and the account holder (the Customer). The agreement sets out the rights and obligations of each of the parties including accounting entries posted by the DTFC in accordance with the applicable regulations and the acceptable rules and practices agreed upon under the account opening agreement, other agreements signed by the two parties, and other instructions.
               
               The purpose of a General Account is to facilitate operations of Deposit Accounts.
               
            • Deposit Account

              53.A Deposit Account is an accounting record maintained by a DTFC license to operate in the Kingdom, generated to reflect the terms and status of the Deposit Deal. The purpose of the Deposit Account is hold the funds for an agreed period accruing profit at an agreed rate as per Deposit Deal.
               
            • Deposit Deal

              54.A Deposit Deal is a transaction which is generated under a contract i.e. "Deposit Deal Agreement" signed / accepted by the DTFC and the account holder (the Customer), where an account holder agrees to leave funds with a DTFC for an agreed period accruing profit at an agreed rate. The agreement sets out the rights and obligations of each of the parties including accounting entries posted by the DTFC in accordance with the applicable regulations and the acceptable rules and practices agreed upon under the account opening agreement, other agreements signed by the two parties, and other instructions.
               
            • Natural Person

              55.For the purpose of these regulations, Natural Person include:
               
               i.Saudi National (Male / Female / Minor),
               ii.GCC National (Male / Female / Minor),
               iii.Expatriates holding 5 years residence card (Male / Female / Minor),
               iv.Expatriates on visits (Male / Female / Minor), and
               v.Other Individuals not in above capacity
               
            • Resident Juristic Persons Including Commercial and Other Organizations

              56.These include:
               
               i.all private juristic entities, such as commercial firms, corporations and other organizations licensed by the Ministry of Commerce,
               ii.if it is a joint venture, or service firms licensed by the Ministry of Municipal and Rural Affairs, the Ministry of Pilgrimage and the like, and
               iii.financial institutions licensed by the Saudi Arabian Monetary Agency or by the Capital Market Authority, and
               iv.corporations licensed by the Saudi Arabian General Investment Authority (SAGIA);
               
                including, all juristic parties owned by Saudi citizens or licensed individual expatriates.
               
            • Resident Juristic Persons Investing Under the Foreign Investment Act

              57.These include all private Juristic persons such as companies and firms and subsidiaries, or similar entities, and natural persons of Non-Saudi nationality and their Saudi investing partners who are licensed to invest in the Kingdom pursuant to the Foreign Investment Act with license issued by the Saudi Arabia General Investment Authority (SAGIA).
               
            • Juristic Persons Renting Depository Areas at Saudi Ports

              58.These include companies and firms authorized to sell and re-export at depository areas at Saudi Ports, whether renting is as per lease contract entered directly with Port.
               
            • Government Entities

              59.These include all governmental institutions, ministries, and local juristic entities, whose financing sources are provided by the Ministry of Finance, which open bank accounts for official purposes only.
               
            • Other Official Resident Juristic Entities

              60.These include foreign embassies, consulates, diplomatic representation offices, and schools and other affiliated institutions, and resident diplomats and foreign employees on temporary visits.
               
               They also include regional, international and multilateral organizations, foreign airlines, Hajj missions, organizations and clubs affiliated, and charity and public welfare societies and committees as well as the Islamic Relief Organization and the World Assembly of Muslims Youth (WAMY) and other entities.
               
            • Under Establishment Companies

              61.As defined by the Companies Law applicable in Saudi Arabia.
               
            • Chambers of Commerce & Industry

              62.These are non-profit organizations that provide special services for licensed commercial entities and other business organizations. They also coordinate the relationship between the private and public sectors. They have their own boards of directors.
               
            • Non-Resident

              63.These include all commercial corporations and other entities and organizations which are not mentioned in the above clauses, and do not have an existence in the Kingdom via commercial or professional license for business, or other official existence such as diplomats and international multilateral organizations.
               
            • Persons Having Authority to Appoint Signatories

              64.Responsible officers at certain organizations (public/private) whom Financial Companies can, on a case by case basis, identify their powers based on approvals from the Ministry of Finance or SAMA; or based on their job positions or appointment decisions; or on approval from the regulatory bodies, board resolutions; entities owners or by virtue of the Articles of Association, Commercial Registration, job description (finance/human resources), notarized power of attorney, or contracts entered between banks and such organizations; or whom bank can identify through confirmation procedures, as they deem necessary, in addition to the official stamps or signature specimens.
               
               (Responsibility of identification rests upon individual DTFCs).
               
            • Incompetent

              65.A person legally forbidden from control over his property due to mental incompetence or bankruptcy.
               
            • Freezing of Account

              66.This term refers to the temporary suspension of withdrawal from a General Account due to the:
               
               i.expiry of the validity of the of identification documents relating to account holder or authorized party acting on behalf of account holder OR
               ii.failure to update addresses, income sources, signatures and other relevant data relating to account holder or authorized party acting on behalf of account holder OR
               iii.violation of the provisions of the General Account Opening Agreement.
               
            • Blocking of Account

              67.This term refers to the suspension of withdrawal from a General Account due to instructions from the supervisory, regulatory or security authorities.
               
            • Foundations and Private Philanthropic (Charity) Funds

              68.These are non-profit private charity organizations licensed by the Ministry of Human Resources and Social Development. A person or a group of persons (natural or legal) establishes them. Their benefits are limited to providing social and charity services to individuals or specific entities. Their membership is restricted to persons appointed in accordance with their charter.
               
            • Philanthropic / Charitable Societies

              69.Organizations (juristic entities) licensed by local government agencies to provide religious, charitable and social services. They are dependent upon donations by benefactors.
               
            • Philanthropic / Charitable Committees

              70.Special committees licensed by local government agencies to serve the disabled and indigent. They are dependent upon donations by benefactors.
               
            • Professional / Vocational Organizations, Societies and Committees

              71.Societies and commissions licensed by official government agencies to assume professional / vocational specialized roles that serve the interests of their members. They are dependent upon contributions by members, or official government support.
               
            • Pilgrimage (Hajj) Missions

              Hajj missions are of two types: 
               
              72.Type 1: Official Hajj Missions representing their respective governments during the pilgrimage (Hajj) season.
               
              73.Type 2: Individual pilgrims who come to perform Hajj with private foreign agencies (charitable societies, tourist offices or agencies etc...) that are officially authorized by their government to offer Hajj services with a minimum number of 50 pilgrims, and approved by the Saudi embassies and consulates in their home countries.
               
            • Cooperative Societies & Funds

              74.Co-operative Societies:
               
               Every society formed by the members of a certain region, under the provisions of Societies Act to improve the conditions of its members in production or consumption through the joint efforts of the members using the standard cooperative principles.
               
              75.Cooperative Funds:
               
               These are funds instituted by the employees of a governmental organization or a company under the provisions of Cooperative Funds Act. Its funding source is originated by its members' contributions. Expenditure from such funds is mainly for the purposes of covering social, cultural and sport activities of the Fund's members.
               
            • Endowments

              There are two types of endowments: 
               
              76.Public Charity Endowment:
               
               means a charity endowment for public utility such as mosques, orphans, Quran Memorization Schools, Way Farers, Mosque Imams and Moathens (Caller for Prayers) etc. The Ministry of Islamic Affairs Endowments, Call & Guidance acts as a supervisor on such endowment.
               
              77.Private Endowments:
               
               These facilities are endowed to certain descendants or group of people and have a trustee by virtue of a legal deed. Responsible for implementing the endowment terms. The role of the Ministry of Islamic Affairs, Call & Guidance is limited to supervising the activities of the trustee. In this type of endowment, if the endowed persons cease to exist, the endowment becomes a public charity endowment.
               
              • Relief Committees and Campaigns

                78.Organizations established under Royal directions and consisting of local governmental or private organizations whose objectives are to arrange for the provision of relief assistances in cash or in kind to certain country, people, or minority.
                 
              • DTFC's Verification

                79.The DTFC's official certified seal on documents or identification card for certification in addition to the bank staff signature and seal. Only DTFC's seal on the copy is not sufficient to be consider as DTFC's verification.
                 
          • Chapter 8: General Requirements for Opening General Accounts

            • Introduction

              80.DTFCs are expected to receive fund from customers in its normal bank accounts maintain with the Bank(s) operating in KSA. Similarly, DTFCs will use its normal bank accounts when funds are remitted back to customers based on Customers' instructions. DTFCs are not required to open a separate bank accounts for purposing of receiving funds from or remitting funds to its customers. However, DTFCs may open a separate bank account for convenience purposes.
               
              81.The requirements of opening and maintaining General and Term Deposit accounts relates to DTFCs internal books and records.
               
            • Natural Person

              82.DTFCs must NOT open General Accounts and Term Deposit Accounts in the name of Natural Persons.
               
            • Juristic Persons

              83.DTFCs can only open General Accounts and Term Deposit Accounts for Juristic Persons in accordance with the rules stipulated in the Section 3 of the regulations.
               
            • Minimum Information and Documents Required Opening a General Account

              84.DTFCs must obtain and record the following information / documents (at a minimum) before opening General Account:
               
               i.Copy of the identity document of the Juristic customer and ensure that they are in the conformity with the original document.
               ii.Names, Nationalities, Identification Numbers, Identification Documentation Expiry Dates, National Addresses, Profession and means of communication of all Board members and senior managers of the Juristic Person.
               iii.Names, Nationalities, Identification Numbers, Identification Documentation Expiry Dates, National Addresses, Profession, means of communication and signature forms (signatures, thumbprints, stamps etc.) of all authorized persons of the account.
               iv.Copies of the Identity documents of all the Board members and Senior Managers of the account holder and authorized person of the account.
               v.Financial information: source of income (primary / additional), the volume of expected financial transaction on the account (deposit / withdrawal)
               vi.Verify and record the real beneficiary of the account if different from the account holder
               vii.Verify and record the control structure and ownership of the Juristic person i.e. the account holder.
               
            • Acknowledgement of Term and Conditions

              85.DTFC must ensure that the account holder agrees to all the terms and conditions of the agreements of opening the General Account. In addition, terms and condition of opening the General Account should include following statements (at the minimum):
               
               i.Acknowledges and verifies that all the data provided by account holder is true and reliable.
               ii.Understands all the terms, conditions and provisions of the account opening agreement.
               iii.Acknowledges Account holder is responsible before the competent authorities for all the information provided at the time of opening and operating the account and all the activities of the account i.e. funds deposited and withdrawal by the account holder or by its authorized persons.
               iv.Acknowledges that the deposited funds are the result of legitimate activities and that it is responsible for their safety, and that if the DTFC receives any illegal or counterfeit money, account holder is not entitled to recover or compensation.
               v.Commits to update its and its authorized persons data as and when requested by the DTFC but not more than five years, as well as to provide a renewal of identity documents before the end of its effectiveness.
               vi.Acknowledges that the DTFC will freeze the account if account holder does not update or renew its data.
               vii.Acknowledges the right of the DTFC to freeze the account or any of the amounts credited to it in case the DTFC suspects the use of the account or the amounts are for financial fraud.
               viii.Acknowledges and verify that Account holder is the real beneficiary of the account.
               
            • Opening General Account Remotely

              86.DTFCs cannot open its General Account remotely for its new customers. However DTFCs can facilitates its new customers to allow them to provide maximum information through electronic and/or digital channel. Upon completing the requirement information and uploading copies of the documents required, Customer must visit DTFCs office to provide Signature forms and Original Documents for verification purposes.
               
              87.DTFCs can open additional General Accounts remotely provided Customer initiates the request through electronic and digital channels. It is responsibility of DTFCs to ensure all requirements relating to General Account Opening are complied with.
               
            • Account Identification Details

              88.DTFCs shall provide the customer (by any appropriate means) with account identification details showing the customer's name, account number, confirming the account opening.
               
              • Opening the Account Without Deposit

                89.DTFCs can accept the request to open an account for any client without depositing any amount at the time of making the request. However, DTFCs must ensure that the client will eventually make deposits once account is open.
                 
              • General and Term Deposits Accounts in Foreign Currency

                90.DTFCs are NOT allowed General Accounts in a foreign currency i.e. other Saudi Arabian Riyals
                 
              • Additional General Accounts

                91.DTFCs can open Additional General Accounts in Saudi Riyal provided they are linked / managed under one identification code (CIF). DTFCs must not use the same account number for a new customer.
                 
                92.All requirements of opening Additional General Accounts are similar to the opening the General Account for the first time. However, copies of the identify documents relating to account holders, its board members, senior managers and authorized persons of the accounts does not requirement re-submission unless they are different from the documents submitted earlier.
                 
                93.All specific documents, relating to account opening such approvals, must be submitted for each new account opening application.
                 
              • Client Interview

                94.Subject to the provisions of these Rules, as a basic rule, it is not allowed to open accounts for new customers unless they are interviewed by the DTFC.
                 
              • Visiting Customers in Their Premises for Exceptional Circumstances

                95.In special and exceptional cases where it is difficult for a client to attend the DTFC Office (for the compelling circumstances of the client), the DTFC may assign two or more of its employees (different positions) to meet clients at their premises and collect the data and documents themselves according to these rules.
                 
              • Time Period for General Accounts

                96.DTFC shall open General Account for legal persons whose opening requirements do not include any special approvals from the concerned departments of the DTFC within one working day of completing the account opening requirements, and within two working days for those accounts for which special approvals are required. The applicant should be notified in writing (or any other means if customer agree i.e. through email or SMS) of any additional deficiencies or requirements within one day of submitting the application.
                 
              • Electronic Record Keeping

                97.For the purpose of establishing a unified automated database of General Accounts and Term Deposit Accounts. DTFCs shall establish an electronic (automated) registry system in accordance with the classification described in Appendix C and its updates based on the information contained in the approved identities.
                 
                98.In addition, the DTFC shall establish an electronic register of Juristic Persons, which shall include, at a minimum, the following data:
                 
                 i.The full official name of the legal person according to the official documents (both in Arabic and English),
                 ii.Commercial registration number or license number if the activity does not require a commercial register. (In case the account is for the purpose of the main commercial register, then main commercial register, but if the purpose of a branch of the commercial register, the sub-commercial registration number is registered provided that links the electronic record of accounts Sub Commercial Register with the main commercial register),
                 iii.Owners Names, Identity Numbers and percentage of ownership - The names mentioned in the Memorandum of Association in accordance with the latest amendments thereof - are authorized to manage accounts along with their Identify Numbers (the owners of the listed joint stock companies are excluded from writing down their identification numbers),
                 iv.Names, Identity Numbers, Copies of IDs and Signature form for the authorized account managers),
                 v.National address of the Juristic person,
                 vi.Tax number (if applicable),
                 vii.The Legal Entity Identifier ("LEI") number (if any) and
                 viii.The reference number and date and the name of the issuing entity in case of the accounts opened pursuant to approvals or official requests.
                 
                99.DTFC must identify and record the Names and Identity Numbers of ultimate beneficiaries of the account, which may be different to the owners of the account i.e. in the case of group companies. Only following persons are considered as Ultimate Beneficiaries:
                 
                 i.Natural Persons or
                 ii.Listed Jointed Stock Entities or
                 iii.Government Entities or
                 iv.Ultimate owners / shareholders (i.e. any of the above three) of any other entity
                 
              • Requirements for Inspection Purposes

                100.For the purposes of inspection by SAMA or upon the request of concerned security departments for investigation purposes, DTFCs must maintain an electronic inspection system to perform routine searches on the electronic records maintained for each type of account holders; provided that this search inspection system Is part of the main system.
                 
          • Chapter 9: Specific Rules for Opening General Accounts for Juristic Persons

            • Licensed Businesses, Establishments and Shops

              101.DTFCs must obtain following documents before opening General Account in the name of Licensed Business, Establishments and Shops:
               
               i.Copy of the commercial register of the establishment or the shop.
               ii.A copy of the license to practice the activity if it is required for the activity of the establishment alone without the need for a commercial register.
               iii.Identifying and verifying the identity of the owners of the establishment according to the name mentioned in the commercial register or license, and verifying the identity data and its validity.
               iv.Identities of persons authorized to manage and operate accounts.
               
            • Special Purpose Entities

              102.DTFCs must obtain following documents before opening General Account in the name of Special Purpose Entities:
               
               i.Copy of the license of the Special Purpose Entities issued by the Capital Market Authority.
               ii.Copy of license (if any) or commercial registration of the sponsor issued by the competent authority.
               iii.Status of the establishment.
               iv.Identify and verify the personal identities (natural persons) / licenses or business records (legal persons) of the registered directors.
               v.Confirmation to authorize the persons concerned to manage and operate accounts from the owner(s) of the Special Purpose Entities.
               vi.Identities of persons authorized to manage and operate accounts.
               vii.Identification and verification of personal identities (natural persons) / licenses or commercial records (legal persons) of the owners of the Special Purpose Entities named in the Articles of Association and its amendments.
               
            • Institutions that Practice E-Commerce and Have No Official Headquarters

              103.In addition to the requirements stated for the Licensed Business, Establishments and Shops, DTFCs should perform following additional procedures when opening General Account in the name of an institution that practices e-commerce and have no official headquarters:
               
               i.Classify the account type as e-commerce.
               ii.Verify the electronic platform of the Institution through the documentation of electronic stores licensed by the Ministry of Commerce.
               iii.Complete the national address of the institution or its owner.
               iv.Classify these accounts are classified as high-risk accounts and review every two years.
               
            • Holders of Self-Employment Licenses

              104.DTFCs must comply with the following conditions before opening General Account in the name of Holder of self-employment license:
               
               i.Obtain a copy of the self-employment license issued by the Ministry of Human Resource and Social Development.
               ii.Obtain a copy of the national identity of the holder of the self-employment license.
               iii.Obtain and record national address of the holder of the self-employment license.
               iv.Record the name of the account similar to the holder of the self-employment license.
               v.Do not open joint account or authorized by it.
               vi.Link the validity of the account to the date of validity of the self-employment license.
               
            • Licensed Exchange Practitioners

              105.DTFCs must comply with the following conditions before opening General Account in the name of a License Exchange Practitioner:
               
               i.Obtain a copy of the license issued by SAMA.
               ii.Link the validity of the account to the validity of the license issued by SAMA.
               iii.Obtain a copy of the commercial register.
               iv.Ensure the information contained in the commercial register or the license issued by SAMA matches with the information contained in the owner's identity document.
               v.Obtain a copy of the owner’s identity document.
               vi.A copy of the identities of persons authorized to manage and operate accounts.
               
            • Resident Companies Including Joint Stock Companies, Limited Liability Companies, General Partnership and Limited Partnership Companies

              106.DTFCs must comply with the following conditions before opening General Account in the name of a Resident Company:
               
               i.Obtain a copy of the commercial register.
               ii.Obtain a copy of the Articles of Association and its annexes. (if any)
               iii.Obtain a copy of the identity of the manager in charge.
               iv.Identify and verify the identities of the members of the Board of Directors.
               v.Obtain a power of attorney issued by an authorized notary or notary, or authorization prepared within the bank by the person (s) who, by virtue of the Memorandum of Association, the partners' decision or a decision of the members of the Board of Directors, has the power to authorize natural persons to sign and operate accounts.
               vi.Obtain a copy of the identity of persons authorized to sign and operate accounts.
               vii.Identify and verify the identities of the owners of the company named in the Memorandum of Association in accordance with the latest amendments, except for the listed joint stock companies.
               
            • Companies Under Incorporation

              107.DTFCs shall not open General Account if a company is under incorporation.
               
            • Gulf Non-Bank Commercial Companies Residing in the Kingdom

              108.In the case of a Gulf company incorporated in the Kingdom of Saudi Arabia (without an investment license from the Saudi Arabian General Investment Authority), the Gulf company become a resident company thus DTFCs must apply similar conditions as of a resident company.
               
            • Residents Investment Companies Under Foreign Investment Law (Mixed Ownership by National Investor and Foreign Investor)

              109.DTFCs must comply with the following requirements before opening General Account in the name of a Resident Investment Company under Foreign Investment Law (Mixed Ownership by National and Foreign Investors):
               
               i.Obtain a copy of the license issued by the General Authority for Investment.
               ii.Obtain a copy of the commercial register and match the name of the activity, investors) name(s) and ID number(s) stated in the commercial register with the license.
               iii.Obtain copy of the professional license and / or commercial registration of the Saudi companies and institutions for the national investor.
               iv.Identify and verify the personal identities of all the Investors, except thein the case of listed joint stock companies.
               v.Obtain copy of the national identity document of the national investor if he/she is a natural person.
               vi.Obtain a copy of the professional license and/or commercial register of the foreign companies and institutions of the foreign investor in the country of origin or its equivalent approved by the Saudi Embassy.
               vii.Obtain copy of the residency document if the foreign Investor is a natural person and ensure his/her residency document indicate that he/she is a foreign investor by profession, and a copy of his/her passport.
               viii.Copy of the Memorandum of Association and its annexes for the invested foreign partner, approved by the Saudi Embassy.
               ix.Record the addresses of foreign invested enterprises in their countries (if any).
               x.In case of the presence of agents or commissioners in the management of the investing establishment and its bank accounts, a copy of the agency containing the name and identity of the agent or the commissioner and the name of the partner or other partners certified by a notary if issued in the Kingdom or the Saudi Embassy if issued outside the Kingdom. If the authorization to manage the account is prepared on the forms of the bank, it must be prepared by an authorized person and his presence in the bank or stipulated in the agency or the authorization above.
               xi.A copy of the identity of the agent or the commissioner (national identity document for Saudis or Gulf nationals and / or residence document for foreigners) and a clear address for him locally and in his country if he is a foreigner.
               
            • Residents Investment Companies Under Foreign Investment Law (Entities Wholly Owned by a Foreign Investor)

              110.Requirements as stated for the Residents Investment Companies under Foreign Investment Law (Mixed Ownership by National Investor and Foreign Investor) above after excluding requirements related to the National Investor
               
              111.In case of Branches of Foreign Institutions, all above will apply. In addition, obtain a copy of a letter of authorization from the head office of the company or institution in the country of origin, which nominates persons authorized to sign on behalf of the company in the Kingdom in respect of all financial transactions. This copy should be certified by the Saudi Embassy
               
            • Public Companies and Public Sector Institutions

              112.DTFCs must comply with the following requirements before opening General Account in the name of a Public Companies or a Public Sector Institutions (for further guidance on those entities and their names, see Appendix B):
               
               i.Obtain a copy of the decision resolution to form the Board of Directors issued by the Council of Ministers.
               ii.Obtain a copy of the decision resolution by the Board of Directors authorizing person or persons authorized to open and operate these accounts, along with identification documents and a form of their signatures.
               
            • Gulf Resident - Ksa Non-Resident Non-Banking Companies

              113.DTFCs must comply with the following requirements before opening General Account in the name of a Gulf resident - KSA non-resident non-banking companies not resident in the Kingdom:
               
               i.Obtain a copy of the license / commercial registration issued by the governmental authority in the country of origin (residence) in the GCC countries.
               ii.Verify and identify the national identity of the owner(s) of the company (excluding listed joint stock companies) and retain the copy of such identity documents.
               iii.Obtain a copy of the Memorandum of Association and its annexes, which clearly indicate the composition of both the capital and the management of the company.
               iv.Identify and verify the identities of the members of the Board of Directors and retain the copy of such identity documents.
               v.Obtain copies of the identities and nationalities of the authorized managers.
               vi.Obtain a copy of the authorization letter issued by the board of directors authorizing persons to manage the bank account unless specified in the Memorandum of Association.
               vii.Obtain an approval of the Saudi Embassy in the Gulf country by the Company for all the above requirements.
               viii.DTFC's employee must complete the documentation through physically interviewing the client personally (authorized). The final responsibility for the customer's data lies with the DTFCs operating in the Kingdom.
               ix.After the availability of the above documents and requirements, the DTFC will fulfill and apply the KYC rules.
               x.CEO / General Manager and the Head of Compliance Department of the DTFC must approve the opening of the account relating to the Company.
               xi.Allowing the opening of accounts includes all types of Gulf companies, as well as those engaged in commercial, industrial, service, agricultural, and real estate activities.
               xii.DTFCs must NOT open accounts for Gulf resident - KSA non-resident banks, money exchangers, financial investment companies, financial institutions, independent or subsidiary investment funds, insurance companies, individual institutions and licensed shops.
               
            • Non-GCC Non-Resident Commercial Companies and Institutions with No Contracts Or Projects in the Kingdom

              114.DTFCs must NOT open General Account for these companies
               
            • Non Resident Companies and Non-Bank Commercial Establishments with Contracts or Projects in the Kingdom

              115.In case of a commercial establishment or a non-resident company has a contract or project in the Kingdom, DTFCs may open a General Account for the duration of the project or contract in accordance with the following conditions:
               
               i.Obtain an approval from the Ministry of Commerce and / or a temporary license from the General Authority for Investment, the approval of the company's head office and the approval of the Saudi Embassy in the country of origin.
               ii.Obtain a copy of the company's memorandum of association certified by the Saudi Embassy in the country of the company.
               iii.Obtain a recommendation from a bank classified by an accredited rating agency dealing with it in the country of origin.
               iv.Obtain a copy of the contracts demonstrating that the Company is engaged in the contract in a contract in the Kingdom
               v.Obtain a copy of the authorization issued by the head office of the company endorsed by the Saudi Embassy, which specifies the persons authorized to sign in the Kingdom on behalf of the company in respect of all financial transactions, including opening and operating accounts and copies of the identification documents of the authorized persons.
               vi.CEO / General Manager and the Head of Compliance Department of the DTFC must approve the opening of the account relating to the Company.
               vii.DTFCs should close all these accounts at the expiry of the contract period unless the contract period is extended. In case of extension, DTFCs must obtain a copy of the Contract extension.
               viii.DTFCs must classify these accounts high-risk.
               
            • Non-resident and Non-Banking Commercial Companies and Institutions Leased in the Depository Areas in the Kingdom

              116.DTFCs can open General Accounts for companies and institutions authorized to sell and re-export in the depository areas in the local ports in the Kingdom, whether leasing directly from the General Authority for Ports or through the owners of lease concession contracts, for the duration of the lease contract after obtain/meeting the following documents/requirements:
               
               i.A copy of a lease contract in the deposit area certified by the Chamber of Commerce and Industry and the Port Administration.
               ii.A copy of the commercial register of the leased establishment issued in the country of origin and certified by the Saudi Embassy with a clear address of the establishment.
               iii.Recommendation from a bank in the country of origin of the leased company or institution.
               iv.The list of persons authorized to manage the accounts of the leased establishment with copies of residency permits.
               v.DTFCs shall close the account immediately unless lease period is extended. In case of extension, DTFCs must obtain a copy of the lease period extension.
               
            • Legal Persons (Companies, Institutions and Licensed Shops) Owned by Resident Foreigners Who are Authorized to do Business and are not Covered by the System of Foreign Investment

              117.DTFCs can open General Accounts for legal persons (companies, institutions and licensed shops) owned by resident foreigners who are authorized to do business and are not covered by the system of foreign investment companies after obtain/meeting the following documents/requirements:
               
               i.Copy of the commercial register issued by the Ministry of Commerce.
               ii.Copy of the Memorandum of Association and its annexes, if any.
               iii.A list of the owners of the establishment mentioned in the Memorandum of Association and its amendments, if any, and a copy of each of them.
               
            • Ministries and Government Agencies Listed in Annex A and Their Equivalent

              118.DTFCs can open General Accounts for ministries and government agencies listed in Annex A and their equivalent after obtain/meeting the following documents / requirements :
               
               i.Ministries and Government agency should send the request of opening the General Account in a DTFC to the Ministry of Finance. After examining the application, the Ministry of Finance shall inform SAMA of opening the account with the DTFC.
               ii.DTFC must obtain an approval letter from SAMA authorizing DTFC to open an account in the name of Ministry or Government Agency.
               iii.The General Account shall be in the name of the government entity or administration and not in the name of a natural person, its position or its function.
               iv.DTFCs must obtain names and forms of the signatures of the authorized persons and their IDs from the Ministry / Government Agencies as an official letter.
               v.In case the Ministry or Government Agency wishes to amend the name of the account, Ministry / Government Agency shall submit a request to the Ministry of Finance for approval. Ministry of Finance will inform SAMA of its decision and SAMA will inform the DTFC.
               
          • Chapter 10: General Requirements for Opening Term Deposit Accounts

            119.DTFCs can open a Term Deposit Account for its customer provided following requirements are met:
             
             i.A General Deposit Account of the same customer is already open and active.
             ii.The customer has agreed with a Term Deposit Deal by signing or accepting the term of Term Deal Agreement.
             
            120.DTFC must linked Term Deposit Account to a General Account upon its initiation. (Term Deposit Account will only receive credits from the same General Account to which it is linked upon its initiation.)
             
            121.The name/title of the Term Deposit Account should be same to the General Account it is linked to with addition of identification that it is a Term Deposit Account.
             
            122.DTFCs must not de-link the Term Deposit Account with the General Account to which it was linked to upon its initiation and re-linked with another General Account.
             
            123.DTFC can open a new Term Deposit Account where related account is frozen or is dormant provided Customer has agreed to an automatic rollover of Term Deposit Deal is agreed at the time of accepting or signing the Term Deposit Agreement.
             
            124.DTFCs can link a General Account to more than one Term Deposit Accounts based on the number of the Term Deposit Deals however, DTFCs can link a Term Deposit Account to only one General Account
             
            125.A Term Deposit Account represents one Term Deposit Deal only and cannot be recycled for another Term Deposit Deal.
             
          • Chapter 11: Freezing and Updating of the Accounts

            • Freezing of General Account at the Expiration of Validity of Identification Document(s)

              126.As a rule, dealings between DTFCs and their customers and their relationship must start and continue in all aspects under valid ID documents, including dealings covered under the account definition or other contractual dealings or account related services.
               
              127.All DTFCs must freeze all General Accounts of juristic entities after 90 days from the expiration date of the respective authorization to practice their activity (license, commercial registration, etc.) unless the customer provides a renewed authorization or any document.
               
              128.All DTFCs must freeze all General Accounts of juristic persons whose documents of opening their accounts do not contain a validity date as of the date of opening the account or as of the date of last updating made on such accounts.
               
              129.The validity of the ID cards of the directors and authorized signatories of the accounts of such persons and entities must be monitored, and their powers to operate the account only shall suspend, depending on their position as Saudis/non-Saudis, until renewal of their IDs. This requirement shall also be applicable to owners of private establishments and companies except Listed Joint Stock Companies and Government entities.
               
            • Specific General Account Freezing Rules

              130.In the account opening form and contractual relationships and services, DTFCs must document that the DTFCs has the right to freeze the account upon the expiration of the customer's ID or when the account holder's data and information, addresses, incomes sources and signatures etc. are not updated.
               
              131.All DTFCs must notify their customers of the date of freezing their respective accounts at least one month prior to the date of freezing, and must have adequate programs and processes in place to ensure the same with respect separately to each customer or authorized person acting on his behalf and that such policy and processes are documented.
               
              132.Juristic persons and organizations (official and private) are allowed to close their own accounts, or any frozen accounts they are authorized to operate, by reason of the expiration of the validity of their IDs or failure to update them, provided that a written request for this purpose is submitted by the customer and the implementation related to closeting accounts.
               
              133.Transferring the account to unclaimed balances means transferring it to a special database without closing it. Each DTFCs can follow its own policies and procedures that fit to its own operational needs and fulfill this requirement.
               
            • Term Deposit Account Freezing Rules

              134.In case of a Term Deposit Account linked to a frozen General Account, DTFCs should continue the deal until maturity. Upon maturity, DTFCs must credit the full principle and profit amount (separately) to the frozen General Deposit Account.
               
              135.DTFCs can book a new Term Deposit Deal or an automatic rollover Term Deposit from a frozen General Account based upon the instruction of the account holder keeping in mind that DTFCs will always credit the funds to the frozen General Account upon maturity of the Term Account.
               
            • Freezing Exceptions

              DTFCs must not allow an account holder or it authorized managers to withdraw from the relevant frozen accounts in any form whatsoever except for the following conditions:
               
              136.The customer existing obligations already effected by the DTFC in term of charges before the expiration of the ID (of account holder/ authorized representative).
               
              137.Standing instructions from SAMA or Department of Justice relating to settlement of a case.
               
            • Updating Account Data

              138.DTFCs must establish customer identification at the outset of relationship.
               
              139.As a measure of control, DTFCs must require all their customers to update the database of their General Accounts with the DTFCs periodically based on the risk rating policies established with a maximum limit of five years.
               
              140.Updating of the General Account must include personal information, address, signatures specimen and (major and additional) income sources of those who act on behalf of a customer or as his agent. DTFCs must establish procedures and policies in order to achieve the objectives relating to updating of the General Account.
               
              141.For accounts opened under official approvals or letters, such as government accounts updating period must not exceed max. 5 years.
               
              142.In case, there is any suspicion of money laundering or terrorist financing in any time relating to account holder or authorized persons, DTFCs must update the General Account with such information
               
          • Chapter 12: Inactive and Dormant Accounts

            143.If a General Account completes an one year period with no movement whatsoever by the account holder, DTFCs must consider such General Account as "Inactive" and should be subjected to dual control for activation thereof. This measure has no relation with the rules of account freezing due to expiration of the account holder's identification document.
             
            144.If a General Account is linked with, a live Term Account then such period will not be counted a period of moment.
             
            145.If a General Account completes another one-year period (i.e. two full years in total) with no movement therein by the customer, the account will be considered as "Dormant" and should be subjected to a higher authority dual control for activation thereof.
             
            146.DTFCs shall not allow any transaction of withdrawal from a Dormant General Account except in the presence of the person duly authorized to deal in the account.
             
            147.DTFCs shall set the policies and procedures that ensure appropriate supervision on the customer dormant accounts with a higher level than that applied on other. Dormant accounts files also must be isolated and the security tools must be available to prevent the archiving risk.
             
            148.This rule must be applied on all customers without exceptions including the customers who have other active accounts.
             
            149.The DTFCs must set policies and procedures approved by the Board of Directors to contact the dormant accounts' holders on the level of branches and head office including the communication procedures, responsibilities, documentations, account categories, periodical reports, efforts exerted and the results.
             
            150.Inactive and Dormant accounts must be subject to the internal audit program at least once in the year and the report must be submitted to the audit committee.
             
            151.At the end of March on yearly bases, DTFCs must report a softcopy statement of inactive and dormant accounts to SAMA on a Microsoft Excel program according to the schedule reported by SAMA that includes accounts according to their nature, category and balances without mentioning personal information as at the end of December of the previous year.
             
          • Chapter 13: Know Your Customer (KYC)

            • General Standards

              152.To ensure effective implementation of a KYC program, DTFCs should apply high ethical and professional standards and policies that all employees must follow. They must determine the types of accounts that are acceptable, in such a way that will prevent DTFCs from being used, intentionally or unintentionally, by criminal elements.
               
              153.DTFCs should include certain key elements in the design of their KYC programs, including customer acceptance policy, customer identification as set in these Rules (at minimum), on-going monitoring of high-risk accounts, and risk management.
               
              154.DTFCs should deal with the clients by virtue of the names mentioned in their official identification documents accepted according to these guidelines.
               
              155.DTFCs must NOT deal, open, operate or maintain any anonymous account, or with vague, counterfeited or incorrect name.
               
              156.DTFCs must NOT deal, open, operate or maintain any numeric account without full details.
               
              157.If the client requested opening an account or ask for a relationship but it is not possible to open that account because of some suspicions related to KYC in regard to the accuracy, correctness, non-sufficient data or the client not complying the requirements, the DTFCs shall not allow to open the account, start the relationship or execute any transactions. DTFCs must information Financial Investigation Unit at SAMA about the suspicions.
               
              158.DTFCs should not only establish the identity of their customers, but should also acknowledge the purpose of opening any account or the relationship and its nature. DTFCs also shall monitor account activity to determine unusual transaction and should continue to exert due diligence toward the business relationship and operation pattern.
               
              159.KYC must be a core feature of bank's risk management and internal audit procedures. Intensity of KYC programs beyond these essential elements should be tailored to the degree of risk involved.
               
              160.DTFCs operating in KSA are fully responsible for the final recognition of customers' identity, their agents, authorized persons and the beneficiary owners. DTFCs also shall ensure that the identification documents are safe and sound.
               
              161.DTFCs should verify the ownership structure for the juristic persons to recognize the ultimate beneficiaries (beneficiary owners) who hold the final power, recognize their identities (at minimum the natural owner who has 5% according to the organization by laws and its attachments or according to available data) and recognize the identities of the managers.
               
              162.DTFCs should give special attention to the accounts opened and operated in virtue of delegation.
               
              163.Instructions given in SAMA's Money Laundering Control, Financing of Terrorism and Fraud Prevention Manual must be implemented.
               
              164.For fulfilling due diligence measures for customers residing outside the kingdom by depending on a third party, DTFCs must obtain from that party an undertaking that it would provide the supervisory authorities in the Kingdom with any requested information about customers immediately.
               
            • Role of Regulatory Supervisor/Compliance Officer

              165.To establish review and updating of ethical and professional standards and determination of acceptable accounts under KYC program should be started by the Supervisory Authority (Compliance Officer) in coordination with the Internal Audit.
               
              166.Ensure that the policies and procedures at least conform with local statutory and regulatory requirements with respect to money laundering and terrorism finance prevention.
               
              167.The Regulatory Supervisor/Compliance Officer shall have the authority and right to access, at any time, customers' identification information and other information needed toward customers, transaction records and other related information.
               
            • Trustees, Nominees Sponsors and Authorized Representatives (Natural or Juristic)

              168.DTFCs should understand the true relationship of individual customers who open accounts as sponsors, nominees, trustees or authorized representatives, and ensure that such sponsors, nominees, trustees or authorized representatives do not act only as a" front" for other individuals or as intermediaries or on their behalf.
               
            • On-Going Monitoring of Accounts and Transactions

              169.DTFCs should always monitor the accounts and their transactions and activity, identify any suspicious transactions, report these to the Financial Investigation Unit, and inform SAMA accordingly. They should implement formal procedures to identify unusual or suspicious activities, such as accounts exceeding certain limits, transactions of no economic or commercial purpose.
               
              170.DTFCs must classify accounts and transactions according to the risk level.
               
              171.DTFCs must only all high-risk accounts open after obtain senior management approval. In addition, DTFCs can process all high-risk transactions after obtaining approval from the high management.
               
              172.DTFCs should have intensified monitoring over high-risk accounts. DTFCs should set key indicators for such accounts based on the country of origin, source of funds and the type of transactions involved, etc. The senior management should pay great attention to management information systems and high-risk transactions. Such transactions should be reviewed regularly (at least annually), especially with regard to high-risk clients.
               
              173.DTFCs should include in its internal procedures those related to the e-services provided to the clients to enable monitoring the electronic transactions, risks in general and clients of high-risks according to indicators that enable acknowledging and measuring the risks extent and criminal suspicions through these services.
               
              174.Monitoring accounts of all existing customers (whether before or after the issue of the Anti-Money Laundry Law) and their operations must be carried out based on materiality and risks.
               
            • Training as a Key Principle for these Rules

              175.DTFCs should not assign staff in the process of account opening, maintaining, updating, monitoring and processing of the transactions before attending courses on KYC, anti-money laundering measures, and ethical and professional behavior of Financial Institution.
               
              176.DTFCs should put in place continued training programs to provide on-job training to employees in these areas.
               
              177.DTFCs should include in their training programs, extensive training on the contents of these Rules and their applications.
               
          • Chapter 14: Disclosing of Account Data and Blocking Balances

            • Disclosing and Blocking at the Request of Official Authorities

              178.As a basic rule, for the purposes of disclosing of accounts and balances and blocking thereof pursuant to an order by the concerned official authorities, communications between these official authorities and the DTFCs should be made through SAMA only.
               
            • Disclosing of Account Data and Balances Pursuant to SAMA Request

              179.For the purpose of disclosing of account and balances upon SAMA instructions, in accordance with the applicable regulations, DTFCs should include in their search disclosing of all relations between the DTFC and the customer, including the existing accounts and all active, closed, suspense, inactive, dormant General Accounts and Term Deposit accounts etc. DTFCs should ensure that their reply to SAMA indicates that search made in this respect covered all categories of accounts and transactions.
               
            • Blocking Balances Pursuant to SAMA Request

              180.For purposes of blocking accounts and balances pursuant to SAMA request according to the applicable rules, DTFCs should observe that:
               
               i.Blocking shall include the outstanding balance and all suspended withdrawals at and after the time of blocking. DTFCs cannot open opened new accounts unless SAMA's request demands blockage of specific balances and/or specific accounts. In this case, blockage shall be restricted to the specifically demand.
               ii.Blocking shall Include all accounts and transactions stated in the above paragraph 182.i with the exception of the customer’s participation in companies (in which he is shareholder) accounts unless otherwise stated in SAMA request.
               iii.DTFCs must continue to block the account effective and valid until the DTFCs receives a notice from SAMA for lifting the blockage and allowing dealing on such accounts.
            • Blocking in the Event of Death, Bankruptcy or Loss of Legal Competence

              Official notice on blocking due to bankruptcy: 
               
              181.If a DTFC becomes aware of, or receives an official notification of declaration of bankruptcy or of a restriction on its legal competence requested by an authorized party; the DTFC should stop all dealings related to the account and block the balance unless, the Companies Law or the Company's Articles of Associations (in regard to corporate bodies) allows the continuation of such accounts.
               
              Disclosure of Accounts of Bankrupt and Insolvent: 
               
              182.In case any person contacts a DTFC to inquire about or disclose transactions, accounts balances or banking relationships related to his debtors or his clients because of bankruptcy or insolvency, the DTFC should direct him to submit a request of that to the competent judicial authority.
               
          • Chapter 15: Accounts Operating Rules

            • General Rules for the Operation of Accounts

              183.The operation of the accounts shall be primarily the responsibility of the Account Holder and persons authorized by the Account Holder.
               
              184.Account holders and its authorized person can operate the accounts either passing through written instructions duly signed and stamps or through digital mean.
               
              185.DTFCs must facilitate its customer by availing standard forms and agreements to pass written instructions to operate accounts such as Forms use to initiate, cancel and/or roll over a Term Deposit Deal or deposit or withdraw funds from General Account etc.
               
              186.DTFCs must verify the authenticity and validity of signatures provided on the form by comparing the specimen signatures in the signature form.
               
              187.DTFCs must verify the identity of account holder and/or authorized person at the time receiving written instructions to operate General Account by obtaining a copy of his / her identity documents.
               
              188.DTFCs should facilitate its customers to operate their accounts remotely i.e. through digital channels. In case DTFCs provides such facility, DTFCs must ensure the account holder or its authorized person goes through dual sign-in verification process before access to view and operate the accounts are provided.
               
              189.In addition, DTFCs must provide maker / checker functionality to the account holder relating to juristic person on its digital channels before DTFCs receives the request to process. Maker / Checker means that two different individuals are required (one to initiate the request and other to approve). Both these individuals must go through dual sign-in verification process.
               
              190.DTFCs must NOT accept physical cash to deposit funds to or disburse cash to withdraw fund from the General Account.
               
              191.Persons authorized to operate bank accounts of juristic persons shall be authorized by authorized individuals, which are authorized by public or private approval, such as by the Board of Directors, Partners, Employer or any person designated by the Owner or by Officials of the establishment or entity.
               
              192.The sole purpose of the General Account is to facilitate operations of Term Deposit Accounts therefore DTFCs should not allow usage of the account for any other purpose such as making payments to third parties i.e. a payment where beneficiary is not the DTFC where General Account is held or Account Holder itself.
               
              193.DTFCs shall not allow General Account to be used receive funds from third parties.
               
              194.Under no circumstances, DTFCs will overdraw any General Account or any Term Deposit Account.
               
            • General Account

              195.As stated in Section 1.1, the sole purpose of the General Account is to facilitate operations of Term Deposit Accounts.
               
              Credit Entries Rules 
               
              General rules 
               
              196.General Account can ONLY be funded i.e. credited through the following operations:
               
               i.Funds received directly from accountholder's Bank Account(s).
               ii.Funds received from the account holders' Term Deposit Account
               
              Funds received directly from accountholder's Bank accounts) 
               
              197.DTFC must match the name of remitter with the name on General Account before crediting the funds to the General Account. In case of difference, DTFC must return the funds back to the remitter.
               
              198.DTFCs must record the name of the remitter, IBAN number of the remitter and value date as part of posting the credit entry to the General Account.
               
              199.DTFC may receive funds from multiple accountholder's bank accounts to fund a General Account. In this case, DTFC should proceed with credit the General Account provided conditions laid down in 9.2.3.1 and 9.2.3.2 are satisfied.
               
              Funds received from the account holders' Term Deposit Account(s) 
               
              200.Upon maturity of Term Deposit Account, DTFC must credit the principle and profit amount separately to the General Account from which Term Deposit Account was funded in the first place.
               
              201.DTFCs must record the details of the credit i.e. whether it is Principle or Profit, account number of Term Deposit Account / Term Deposit deal number, profit rate, currency, deal date, start date, maturity date and amount part of posting the credit entry to the General Deposit Account. In case of Islamic Term Deposit Account, details of underlying commodity, quantity and price sold & bought of the commodity must be recorded.
               
              202.Upon cancellation of the Term Deposit Account, DTFC must credit principle amount only to the General Account from which Term Deposit Account was funded in the first place.
               
              203.DTFC can credit the General Account from multiple Term Deposit Accounts (upon cancellation or maturity), provided conditions laid down in 9.2.4.1, 9.2.4.2 and 9.2.4.3 are met.
               
              Debit Entries Rules 
               
              General Rules 
               
              204.Funds from General Account can only be withdrawn i.e. debited through the following operations:
               
               i.Funds withdrawn by accountholder of the General Account.
               ii.Funds remitted to the Term Deposit Account
               iii.Deductible charges
               
              205.Funds can only be withdrawn from General Account based on the instructions or agreement of the accountholder.
               
              Funds withdrawn by accountholder of the General Account 
               
              206.From time to time accountholder may wish to withdraw the funds from General Account. Finance must remit the funds back to the same Bank account of the account holder from which General Account was initially funded i.e. the source.
               
              207.In case, General Account was initially funded from multiple accounts belong to the accountholder, DTFCs can remit the funds back to any of the accounts from which General Account was initially funded as per the instructions or agreement of the account holder.
               
              Transfers between General Accounts 
               
              208.If account holder have more than one General Accounts in a DTFC, then transfers between these accounts within the DTFC is permissible provided all General Accounts are held under the same name.
               
            • Term Deposit Account

              209.The minimum tenor for the deposits is six months.
               
              210.As stated in section 1.2., the purpose of the Term Deposit Account is hold the funds for an agreed period accruing profit at an agreed rate as per Term Deposit Deal, therefore a Term Deposit Account only reflects term and status of one only Term Deal.
               
              211.Term Deposit Account must hold and record all the information relating to the terms of the related Term Deposit Deal, which should include, at the minimum, identification of Currency, Deal Capture date, Deal Trade Date, Deal Start Date, Deal Maturity Date, Days convention (30/360, Actual/360, etc.), Principle amount, Profit rate, Total profit amount at maturity and total profit amount accrued up to date of the inquiry, status of the deal (active, cancelled, matured etc.).
               
              212.In case of Sharia Compliant Term Deposit Deal, DTFCs must hold and record the related commodity information such as, at the minimum, the identification of commodity, quantity of the commodity, selling and buying prices, names and statuses (principal / agent) of parties/broker involved etc.
               
              213.Upon start date of Term Deposit Deal, Finance must debit Principle amount from General Amount and credit the Principle amount to Term Deposit account.
               
              214.Upon maturity or cancellation of the Term Deposit Account, DTFCs must return the funds held in Term Deposit Accounts back to the same linked General Deposit Account.
               
              215.DTFCs must NOT facilitate Currency Conversion or Currency Translation to its Account Holders.
               
            • Term Deposit Deal

              216.DTFCs must ensure it has evidence that its Account Holders agreed to the terms of the Term Deposit Deal through a sign Term Deposit Deal Agreement.
               
              217.DTFCs must send confirmation to its Account Holders stating all terms of the Term Deposit Deal and ensure its Account holder agrees to terms through signing and having account holders seal on the confirmation.
               
          • Chapter 16: Closing of the Account

            218.If the account holder wishes to terminate his dealings with the DTFCs, the account holder must submit a request to close his account.
             
            219.The DTFCs must reject the client's request to close the account in case the account is frozen or blocked by SAMA or a Judicial Order.
             
            220.In the event that the account is exposed to an unresolvable problem(s) of verification, the DTFC must lock the account and return the money / balance to the source.
             
            221.In connection with a suspicion of customer transactions (money laundering, terrorist financing, etc.), the Financial must apply anti-money laundering and terrorist financing rules, including reporting.
             
            222.In case of opening, the account and the customer deposited into it and then withdraw from it and the balance became zero and continued without balance or deal for 4 years; DTFCs must send the notification of closing to account holder.
             
            223.DTFCs must save all documentation and notices relating to the closure of the account in the client’s file.
             
            224.DTFCs shall add the items related to the closure of the account within the terms of the account opening agreement or in a paper attached to the agreement.
             
          • Chapter 17: Statement and Audit Confirmation

            225.DTFCs shall provide at least once in year the statements of accounts of all the accounts (General and Term Deposit Accounts) to its accountholders.
             
            226.DTFCs shall also provide Audit Confirmation to accountholders Auditors based on the held add the items related to the closure of the account within the terms of the account opening agreement or in a paper attached to the agreement.
             
          • Chapter 18: Final Provisions

            227.These Rules thereto shall be effective as of the date of its issuance.
             
    • Financial Support Activities

      • Rules of Licensing Finance Support Activities

        Date(g): 1/3/2020 | Date(h): 7/7/1441Status: In-Force
        • Chapter I: Definitions and General Provisions

          • Article 1: Definitions

            1-The terms and phrases used in these Rules shall have the same meaning as defined in the Finance Companies Control Law and its Implementing Regulations.
             
            2-For the purpose of applying the provisions of these Rules, the following terms and phrases -wherever mentioned herein- shall have the meanings assigned thereto, unless the context otherwise requires.
             
             2.1Finance Support Activities: activities that support or complement finance activities in order to achieve competition in accordance with SAMA instructions. These activities include finance debt collection, aggregation activity and any other activity approved by SAMA.
             
             2.2Finance Support Company: a person licensed by SAMA to perform one or more of the finance support activities in accordance with the Law and its Implementing Regulations, and these Rules.
             
             2.3Aggregation Activity: a service provided to link clients with finance companies according to their credit obligations and solvency to offer financial services through an electronic platform for a charge.
             
             2.4Finance Debt Collection Service Provider: a service provided to collect the debts from clients on behalf of private and public finance institutions.
             
          • Article 2: Scope of Application

            These Rules shall apply to companies licensed by SAMA to engage in finance support activity.

          • Article 3: Purpose

            The objective of these Rules is to establish licensing requirements and controls for finance support activities and to monitor these activities.

          • Article 4: General Provisions

            Without prejudice to the Finance Companies Control Law and its Implementing Regulations, the finance support activities license application shall be submitted to SAMA in accordance with the requirements, controls and procedures set forth in these Rules and the instructions issued by SAMA in this regard from time to time.

        • Chapter II: Licensing Provisions

          • Article 5: License Application

            The applicant for a license to practice finance support activities shall submit the license application to SAMA. The request shall specify the activities to be licensed, and shall be attached with the following: 
             
             
             1-a completed license application in the form provided by SAMA;
             
             2-memorandum of incorporation and articles of association (if any) of the company;
             
             3-a list of founding members or shareholders and partners and the shares they own in the company and the percentage thereof; an irrevocable bank guarantee, if the applicant is a company in the process of incorporation, with an amount equivalent to the minimum capital for the support activity(ies), issued in favor of SAMA by a domestic bank and automatically renewed until the capital is paid in full. This guarantee shall be released upon the request of the founding members in the following cases:
             
              i.if the capital is paid in cash;
             
             
              ii.if the license application is withdrawn; or
             
             
              iii.if the license application is rejected by SAMA.
             
             
             4-draft agreements and proposed contracts with third parties; and
             
             5-Any other documents, data, and information required by SAMA.
             
          • Article 6: Paid-Up Capital

            1.Pursuant to the provisions of the Companies Law, the minimum capital for the finance support company shall be as follows:
             
             a)(SAR 2,000,000) for aggregation activity.
             
             b)(SAR 10,000,000) for debt collection service providers.
             
             c)SAMA shall set the minimum capital for the finance support company that engages in other support activities approved by SAMA.
             
            2.SAMA may stipulate higher or lower minimum capital based on the prevailing market conditions, or if it deems that the proposed business model or the nature of activities or the proposed geographical scope requires so, taking into consideration the risk profile of the activity.
             
          • Article 8: Initial Approval

            Within thirty (30) working days from completion of requirements, SAMA shall grant either an initial approval or a justified rejection. SAMA will assess the competitiveness and soundness of the industry and the quality of services provided.

          • Article 9: Provision of Required Information

            1-The license applicant shall provide any additional information or documents required by SAMA within (15) working days.
             
            2-In case of failure to meet the period requirement specified in Paragraph (1) of this Article, SAMA may reject the license application.
             
          • Article 10: Establishment

            The founding members shall establish the finance support company within (6) months from SAMA’s initial approval, and provide SAMA with a copy of the company’s commercial register stating the licensed activities for initial approval. The initial approval will expire after (6) months, unless SAMA agrees to extend the period.

          • Article 11: License

            1-SAMA may take the necessary actions to ensure that the finance support company meets SAMA’s requirements, such as making supervisory or inspection visits to the company headquarters, meeting its executives and reviewing its systems, procedures and records.
             
            2-Upon verification of the applicant compliance with the requirements set forth herein, SAMA shall issue the license for finance support activities.
             
            3-The finance support company shall not engage in any activity not licensed by SAMA.
             
            4-Debt collection service providers shall not buy the debts of finance institutions.
             
          • Article 12: Scope of License

            The license shall specify the activities that the finance support company is licensed to carry out, and SAMA may restrict the license to special conditions.

          • Article 13: Validity of License

            The license shall be valid for three (3) years and may be renewed by SAMA upon the request of the company. The company shall submit a written renewal request to SAMA at least (3) months prior to the expiration of the license.

          • Article 14: Amendment of License

            The finance support company may request to amend the license, or to amend any condition or limitation in the license, provided that such request is based on reasonable justifications. Any documents, information or studies required by SAMA shall be attached to the request.

          • Article 15: Revocation of License

            SAMA may revoke the license in the following cases: 
             
             1-Upon the request of the finance support company, taking into account the rights of the creditors and beneficiaries as well as the soundness of the financial system.
             
             2-If the finance support company has submitted false information or failed to disclose material information that should have been provided for licensing purposes.
             
             3-If the finance support company has violated the requirements of these Rules, the provisions of finance laws, or SAMA’s instructions.
             
             4-If the finance support company has not carried out the licensed activities within (6) months from the date of issuance of license.
             
             5-If the operations of the finance support company have been suspended for more than (3) consecutive months, or for (6) non-consecutive months without obtaining SAMA’s prior written no-objection.
             
          • Article 16: License Expiry

            The license shall be legally expired in the following cases: 
             
             1.Non-renewal of expired license;
             
             2.Appointment of liquidator for the finance support company; or
             
             3.Commencement of bankruptcy proceedings under the Bankruptcy Law.
             
          • Article 17: Effects of License Revocation or Expiry

            Revocation or expiry of license shall result in liquidation of the finance support company. Such company shall be notified in writing of license revocation, and shall be given a period of (6) months to conduct liquidation. SAMA may also appoint a liquidator.

        • Chapter III: Activity Provisions

          • Article 18: Internal Policies and Procedures

             The finance support company shall:
             
            1-develop internal policies and procedures to ensure compliance with these Rules, SAMA’s instructions, and relevant laws; and
             
            2-develop written organizational policies which cover internal organization, governance, risk management, compliance, outsourcing and human resources. These policies shall be approved by the highest authority in the company.
             
          • Article 19: Requirements for Information Security and Financial Crimes

            1-The finance support company shall comply with the information security requirements issued by SAMA.
             
            2-The finance support company shall comply with the legal requirements set forth in the Anti-Money Laundering Law, the Law on Terrorism Crimes and Financing, their Implementing Regulations, and the relevant instructions and guidelines as specified by SAMA, in a manner that is consistent with the nature and size of the company’s activity and risks it may be exposed to. The company shall also comply with the requirements and instructions issued by SAMA on financial crimes and fraud.
             
          • Article 20: Saudization of Human Resources

            At least 50% of all employees must be Saudi nationals when a finance support company starts operations. The percentage applies at the level of the company as a whole. SAMA may increase or decrease the percentage as it deems appropriate.

          • Article 21: Code of Conduct

            The finance support company shall develop a Code of Conduct and take all necessary actions to ensure compliance therewith in accordance with the relevant laws, regulations and instructions. This Code shall include clear principles, policies and controls for professional behavior with beneficiaries and the conflict of interest policy, to be approved by the highest authority in the company.

          • Article 22: Consumer Protection and Data Confidentiality

            1-The finance support company shall establish a function for handling complaints and set clear procedures for receiving, documenting, reviewing, and responding to complaints within the period set by SAMA. The complaints shall be kept in records that include all necessary details of complaints and related actions taken.
             
            2-The finance support company and its employees shall maintain the confidentiality of clients’ data and transactions and shall not disclose them to other parties or benefit from them even after leaving the job or revocation of license, except in accordance with the relevant laws and instructions.
             
            3-The finance support company shall take all necessary measures to ensure confidentiality of clients’ information and transactions.
             
        • Chapter IV: Supervision and Compliance

          • Article 23: SAMA’s Supervision

            1-The finance support company shall:
             
             a)provide SAMA with any other data, information, or documents required in accordance with the forms, controls, and instructions and at the time set by SAMA;
             
             b)provide SAMA with all information and documents related to the company, its activities, partners, or staff immediately upon request;
             
             c)develop and periodically update a policy on conflict of interest and confidentiality of information;
             
             d)develop a business continuity plan and a recruitment plan for vacant positions; and
             
             e)enable SAMA’s specialized staff and auditors to access relevant facilities, documents and data, including digital data, upon request.
             
            2-The finance support company and its staff shall not conceal or attempt to conceal any information or violations, or refrain from answering any inquiries made by SAMA.
             
            3-SAMA may take necessary actions to ensure the compliance of finance support company with these Rules, relevant laws, regulations and instructions, such as making supervisory or inspection visits to the company headquarters, meeting its staff and reviewing its systems, procedures and records. SAMA may appoint a third party, at the expense of the company, to carry out any of the procedures taken in accordance with the provisions stated in this Chapter.
             
            4-If the company violates these Rules or the applicable laws and regulations, or has financial difficulties, SAMA may take one or more of the following actions:
             
             a)Issue business management instructions to the company’s senior management.
             
             b)Ban or restrict all or some of the activities.
             
             c)Prevent directors or senior management from exercising all or some of their duties.
             
             d)Appoint supervisors to run the business of the company as determined by SAMA.
             
          • Article 24: Compliance

            1-The finance support company shall establish internal controls and procedures to ensure compliance with these Rules and all relevant laws, regulations and instructions.
             
            2-The finance support company shall keep sufficient records to confirm compliance with these Rules and other relevant laws, regulations and instructions, and take the necessary measures to prevent violations thereof.
             
            3-The finance support company shall not disclose information to third parties without the approval of SAMA.
             
            4-The finance support company shall obtain SAMA’s non-objection before acquiring assets other than those necessary to manage its business.
             
            5-The finance support company shall obtain SAMA’s non-objection before partial or full liquidation of the company or its activity.
             
            6-Non-compliance with these Rules shall be deemed a violation of the Financing Companies Control Law and its Implementing Regulations.
             
        • Chapter V: Concluding Provisions

          • Article 25: Regulatory and Technical Instructions

            SAMA may issue regulatory and technical instructions for each finance support activity and the finance support company shall comply with these instructions.

          • Article 26: Exemption

            Upon request, SAMA may exempt the finance support company from the application of any of the provisions of these Rules as required by the condition of the sector.

          • Article 27: Enforcement

            These Rules shall enter into force on the date of their approval.

      • Instructions for Practicing Aggregation Activity

        No: 44082976 Date(g): 21/5/2023 | Date(h): 2/11/1444Status: In-Force

        The Saudi Central Bank (SAMA) issued these Instructions based on the powers vested in SAMA under the Finance Companies Control Law issued by Royal Decree No. M/51 dated 13/08/1433H

         

        • Section I: Definitions and General Provisions

          • 1. Definitions

            1.1The terms and phrases mentioned herein shall have the same meanings stated in the Rules of Licensing Finance Support Activities.
             
            1.2The following terms and phrases, wherever used herein, shall have the corresponding meanings unless the context requires otherwise:
             
             1.2.1SAMA: The Saudi Central Bank.
             
             1.2.2Instructions: The Instructions for Practicing Aggregation Activity.
             
             1.2.3Activity: Aggregation activity.
             
             1.2.4Financier: Banks, finance companies, and entities licensed to engage in finance activities under the laws applicable in Saudi Arabia.
             
             1.2.5Consumer: A person to whom services are offered by the entity.
             
             1.2.6Entity: An entity licensed by SAMA to practice aggregation activity.
             
             1.2.7Platform: Any electronic means used to carry out the activity, including websites and applications.
             
             1.2.8Documented Channels: An approved, recorded and verifiable contact method that can be retrieved electronically, such as text messages and emails.
             
        • Section II: Regulatory and Technical Instructions

          • 3. Technological Equipment

            The entity shall ensure that its technological equipment and related systems are sufficient for its operational needs and the nature of the activity and in line with the best practices and SAMA’s instructions issued in this regard. In addition, as a minimum, the entity shall maintain, develop and operate the platform to carry out the activity according to SAMA’s instructions and shall develop standard technical interfaces to communicate with financiers, exchange information, and receive and process finance offers and applications.

          • 4. Requirements for the Accuracy of Information Provided

            4.1The entity shall, using reliable and independent sources, verify the identity of the consumer and ensure the validity of the information and documents provided online before sending them to the financier. Such procedure shall be documented in accordance with the instructions issued by SAMA.
             
            4.2The entity shall establish the necessary internal procedures to ensure the validity and accuracy of finance offers before presenting them to the consumer.
             
            4.3The entity shall create an electronic record for each consumer and comply with the Electronic Transactions Law and its Implementing Regulations. The entity shall also establish the necessary procedures and measures to ensure that the information provided is correct and up-to-date, including, at a minimum:
             
             4.3.1Sending an authentication code to verify the consumer’s phone number.
             
             4.3.2Developing the procedures necessary to ensure the provision of up-to-date information, such as the national address.
             
          • 5. Requirements for the Retention of Information Provided

            Taking into account the laws and instructions related to data and information protection issued by the competent authorities, the entity shall, at a minimum: 
             
            5.1Develop the necessary procedures and controls to maintain the confidentiality of all data and information obtained through the platform, and not disclose such data and information to any external party unless SAMA’s prior approval is obtained and in a manner consistent with the relevant regulations.
             
            5.2Ensure the security, integrity and availability of the information provided through the platform, including, but not limited to, the information provided for the consumer and the information collected and stored by the entity or the other party it contracted with as a service provider. The entity shall particularly protect the consumer’s personal information from loss and unauthorized access, including use, modification and disclosure.
             
            5.3Keep all consumer documents, records and files in an orderly, clear and safe manner and ensure that all files are complete and updated regularly, for a period of at least 10 years from the date of the end of the relationship with the consumer.
             
          • 6. Conflict of Interest

            The entity shall develop an appropriate written organizational policy that addresses potential conflicts of interest. Such policy must include adequate measures to be taken to avoid and address any conflict of interest to ensure fair treatment of all consumers and financiers.

          • 7. Disclosure

            The entity shall: 
             
            7.1Clarify and post on its platform all terms and conditions of the platform, security instructions, payment methods, information confidentiality, any other instructions related to the use of the platform, and all data that must be disclosed under the relevant laws and instructions.
             
            7.2Disclose all fees and commissions charged for the entity’s services.
             
            7.3Post on its platform the entity’s licensing information.
             
          • 8. Obligations of the Entity

            8.1The entity shall strengthen the platform’s cybersecurity and promptly deal with any cases of breach. In case of a breach, the entity shall immediately notify SAMA.
             
            8.2The entity shall ensure that the electronic linkage between the entity and the financier serves the provision of aggregation activity only and is not used for any other purposes, unless approved by SAMA.
             
            8.3The entity shall have on its platform a feature that allows consumers to communicate directly with the entity to submit feedback and complaints. This feature must also allow for documentation and preservation of any communication occurring through it.
             
            8.4The entity shall set appropriate approvals and acknowledgments and allow consumers to read and agree to them before using the platform, provided that such approvals and acknowledgments are shown as a Pop-Up Window.
             
            8.5The entity shall inform, through the documented channels, the consumer of the reason if the finance application is not accepted or of the need to submit additional documents if required.
             
            8.6The entity shall consider the needs and desires of consumers and provide them with information in a clear, transparent and not misleading manner.
             
            8.7The entity shall provide visual and print messages and materials to raise awareness of and educate consumers about major risks, thus helping them make informed and effective decisions before obtaining finance from the financier.
             
            8.8The entity shall not receive or deliver funds on behalf of the financier unless SAMA’s approval is obtained.
             
            8.9The entity shall make a list of the financiers it deals with so that the consumer can choose from them.
             
            8.10The entity shall not participate in any marketing campaigns for any financier and shall not prefer a financier to another.
             
            8.11The entity shall obtain the consumer’s consent before examining their credit record held with one or more credit bureaus and before sharing the consumer’s credit information with the financier, in a manner consistent with the relevant laws and instructions.
             
            8.12The entity shall offer the consumer the available financing options, provided that such options are consistent with the credit policies or standards communicated by the financier. If the financier’s credit policies or standards do not apply to the consumer, the entity shall explain the reasons to the consumer through the platform.
             
            8.13In the event that finance is approved, the entity shall send a message to the consumer through the documented channels. The message must state the basic information of the finance product in a clear, accurate, understandable and not misleading manner, accompanied by the phone numbers of the complaint centers/customer service at the entity and the financier.
             
            8.14The entity shall periodically update the information on services and products provided by the financier for the consumer. Such information must be clear, concise, understandable, accurate and not misleading and must include, at a minimum, the following:
             
             8.14.1Key conditions and features.
             
             8.14.2Clarification of the rights and responsibilities of each party.
             
             8.14.3Details of the prices and commissions charged by the financier.
             
             8.14.4Details of fines, risks and the mechanism for terminating the relationship, along with the consequences thereof.
             
             8.14.5Details about the alternative products and services offered by other financiers.
             
        • Section III: Contract Requirements Between Parties

          • 9. Contract Signed Between Entity and Consumer

            The entity shall draw up a contract between the entity and the consumer in accordance with the relevant legal requirements. Each party shall receive a copy of the contract that must clarify, at least, the following: 
             
            9.1Contract parties.
             
            9.2Contract scope.
             
            9.3Contract term.
             
            9.4Desired type of finance, its duration, specifications — if any — and requirements.
             
            9.5Rights and obligations of the contract parties.
             
            9.6Pricing and fee structure.
             
            9.7Withdrawal procedures and conditions.
             
            9.8Dispute resolution mechanism.
             
            9.9Contract termination and expiration.
             
            9.10Any other data or information required by SAMA.
             
          • 10. Contract Signed Between Entity and Financier

            The entity shall draw up a paper or electronic contract between the entity and the financier in accordance with the relevant legal requirements. Each party shall receive a copy of the contract that must clarify, at least, the following: 
             
            10.1Contract parties.
             
            10.2Financier’s licensing number and date.
             
            10.3Contract scope.
             
            10.4Contract term, provided that the contract term is consistent with the validity of relevant licenses of both parties.
             
            10.5Rights and obligations of the contract parties.
             
            10.6Pricing and fee structure.
             
            10.7Mechanisms for exchanging data and information of finance offers and for updating them periodically.
             
            10.8Withdrawal procedures and conditions.
             
            10.9Service levels, performance requirements, and mechanisms of reporting and escalation.
             
            10.10The financier’s obligation to notify the entity through the platform when the finance contract is issued.
             
            10.11Dispute resolution mechanism.
             
            10.12Information confidentiality, privacy and security.
             
            10.13Commitment of the parties to fulfill the obligations stipulated in the relevant laws, regulations, rules, guidelines and instructions. The financier is not exempted from meeting its obligations.
             
            10.14Prohibition of subcontracting.
             
            10.15Consequences of contract renewal and renegotiation.
             
            10.16Contract termination and expiration.
             
            10.17Any other data or information required by SAMA.
             
        • Section IV: Concluding Provisions

          11.Non-compliance with these Instructions shall be deemed a violation of the Finance Companies Control Law.
           
          12.SAMA may exempt the entity from applying any of the requirements contained in these Instructions.
           
          13.These Instructions shall be published on the official website of SAMA and shall enter into force on the date of their approval.
           
    • Enforcement and Financial Penalties

      • Violations and Disputes

      • Penalties

      • Instructions for Publishing Sanctions

        Based on the powers vested to SAMA under the Finance Companies Control Law issued by Royal Decree No. M/51 dated 13/08/1433H and its implementing regulations, and in light of SAMA's supervisory and regulatory role over the financial institutions under its supervision, and with a view to applying the principles of justice and transparency to enhance confidence in the financial sector, and to enable data users and decision-makers, including shareholders, investors, creditors, and customers, to access information on penalties imposed by SAMA for violations of regulatory and supervisory instructions, the following is established:

        1. Paragraph (1) of Article (72) of the Implementing Regulations of the Finance Companies Control Law states: "Financing companies must provide SAMA with their annual financial statements, the auditor’s report, and the Board of Directors' report at least five working days before their publication date."
        2. Article (73) of the Implementing Regulations of the Finance Companies Control Law states: "Without prejudice to the requirements of other applicable regulations, the financing company shall establish its own website on the global information network (Internet) to publish... 4. The Board of Directors' report."

         

        Therefore, the following must be adhered to:

        First: Financing and refinancing companies must publish in their annual Board of Directors’ reports the violations for which executive decisions have been issued by SAMA under the section titled "SAMA Executive Decisions", This should include violations from the current fiscal year as well as from the previous fiscal year. The publication should cover the subject of the violation, the number of executive decisions (including both financial and non-financial penalties), and the total amounts of financial penalties in Saudi Riyals, according to the format provided in the explanatory table below:

        Subject of the Violation

        Previous Fiscal Year*Current Fiscal Year
        Number of Executive DecisionsTotal Amount of Financial Penalties in Saudi RiyalsNumber of Executive DecisionsTotal Amount of Financial Penalties in Saudi Riyals

        Violation of SAMA Supervisory and Regulatory Instructions

        Violation of SAMA Instructions on Customer Protection

        Violation of SAMA Instructions on Due Diligence in Anti-Money Laundering and Counter-Terrorism Financing

        31,500,000--
        5250,0006300,000
        ----

        * The date of the letter notifying the executive decision should be the basis for the publication process.

        Second: The subjects of violations should be categorized as follows:

        - Violation of SAMA Supervisory and Regulatory Instructions.

        - Violation of SAMA Instructions on Customer Protection.

        - Violation of SAMA Instructions on Due Diligence in Anti-Money Laundering and Counter-Terrorism Financing.

        Please note that SAMA will compare the violations reported in the annual Board of Directors’ reports of financing and refinancing companies with those recorded in its own records. SAMA will publish the violations on its official website and will take legal actions in case of non-compliance with these instructions.

         

    • Finance Sector Circulars

      Circular No.Circular TitleIssue Date (G)Issue Date (H)Status
      440946210000Dealing with the Licensed Real Estate Brokers in Accordance with the Relevant Laws and Regulations07/10/202322/12/1444In- Force
      000044081439In-kind Real Estate Registration14/05/202324/10/1444In- Force
      000044064923Eid Al-Fitr and Eid Al-Adha holidays for 1444 AH.06/03/202314/08/1444No longer Applicable
      000044058467Model Retail Consumer Finance Contract08/02/202317/07/1444In- Force
      000044055679Assigning debt collection operations of banks, financial institutions, and finance companies to debt collection entities licensed by the Central Bank.30/01/20238/07/1444In- Force
      000044051055Amending Article (8) of the Implementing Regulations of the Finance Companies Supervision Law12/01/202319/06/1444In- Force
      000044043873Compliance with Customer Personal Data Protection Instructions18/12/202224/05/1444In- Force
      000044039029Lessors are responsible for the correctness of the data provided when requesting the issuance of extracts of the executory deed of the registered financial lease contract30/11/20226/05/1444In- Force
      000044037856Biometric Authentication for Remote Customer Relationship Initiation/Establishment27/11/20223/05/1444In- Force
      000044029338Ensuring Continuous Fulfilment of the Professional Certification Requirement31/10/20226/04/1444In- Force
      000044028129Providing the Central Bank with the semi-annual risk report and prudential statements, and publishing the quarterly financial reports and statements and the annual audited financial statements on the company's website27/10/20222/04/1444In- Force
      000044028131Preparing a quarterly risk report, providing it to the Central Bank, as well as the annual and quarterly audited financial statements and prudential statements, and publishing the reports, quarterly financial statements and annual audited financial statements on the company's website27/10/20222/04/1444In- Force
      000044018254Ensure that finance companies update their credit granting policies and procedures02/10/20226/03/1444In- Force
      000044016457Emphasis on Finance Entities to Adhere to SAMA's Collection Regulations and Procedures for Individual Customers when Outsourcing Debt Collection Tasks to External Service Providers25/09/202229/02/1444In- Force
      000044009296Updating Financial Institution KPIs01/09/20225/02/1444In- Force
      000044009058Emphasis on Applying the Method for Calculating Government Subsidies Provided by the Ministry of Municipal and Rural Affairs and Housing or the Real Estate Development Fund31/08/20224/02/1444In- Force
      000044003844Provision of Finance Awareness Programs for SMEs11/08/202213/01/1444In- Force
      000043083271The Rules Governing Real Estate Refinance Companies26/04/202225/09/1443In- Force
      000043076847Emphasis on the commitment of the real estate financier04/04/20223/09/1443In- Force
      000043072290Deleting Article (4) of the Implementing Regulation of the Real Estate Finance Law, and amending Article (16) of the Implementing Regulation of the Finance Companies Control Law24/03/202221/08/1443In- Force
      000043071966Transfer of Murabaha mortgage debt22/03/202219/08/1443In- Force
      000043069544Eid al-Fitr and Eid al-Adha holidays for the year 1443H15/03/202212/08/1443No longer Applicable
      000043069533Emergency evacuation for people with disabilities14/03/202211/08/1443In- Force
      000043064977Rules on Liquidity Risk Management14/03/202211/08/1443In- Force
      000043047240Urging Adherence to the Preventive and Precautionary Measures29/12/202125/05/1443No longer Applicable
      000043033258Passing Reports to Security Authorities via Hotline Numbers of Police Operations Rooms in Provinces18/11/202113/04/1443In- Force
      000043033273Update to the Guidelines on Standing Orders for Real Estate Financiers18/11/202113/04/1443In- Force
      000043033200Instructions for the purchase of consumer finance debt between finance companies18/11/202113/04/1443In- Force
      000043029610Amendment of article 35 in the Finance Companies Control Law09/11/20214/04/1433In- Force
      000043010538Accepting the digital ID on Absher platform and Tawakklna application09/09/20212/02/1443In- Force
      000043002199Ensure the availability of communication channels for customers with financial institutions16/08/20218/01/1443In- Force
      000042081293Principles of Corporate Governance for Financial Institutions Subject to Saudi Central Bank’s Oversight and Supervision01/07/202121/11/1442In- Force
      000042078793The required certificate for compliance managers of the finance companies.21/06/202111/11/1442In- Force
      000042075986Aggregate Accounts to manage the finance amount for engaging in debt-based crowdfunding10/06/202129/10/1442In- Force
      000042071901Shariah Governance rules for finance companies27/05/202115/10/1442In- Force
      000042064776Updating the requirements for appointment to leadership positions in financial institutions supervised by the Saudi Central Bank25/04/202113/09/1442In- Force
      000042058610Ensure Adherence to Preventive Protocols in all Workplaces31/03/202118/08/1442No longer Applicable
      000042058651Approving the requirement for lawyers to obtain the unified identity number for non-governmental establishments beginning with number (7), through the establishment's legal registry31/03/202118/08/1442In- Force
      000042048729Responding to the Requests of the General Secretariat of the Committees for Resolution of Banking and Financial Disputes and Violations01/03/202113/07/1442In- Force
      000042049450Consideration of Loans Granted by the National Development Fund’s Development Funds and Banks01/03/202117/07/1442In- Force
      000042039135Enforcement Document Extractor for Registered Financial Lease Contract25/01/202112/06/1442In- Force
      000042032166Remote Work Initiative28/12/202014/05/1442In- Force
      000042027412Compliance of financial institutions with the circulars issued by the Saudi Central Bank13/12/202028/04/1442In- Force
      000042027416The Amendment of the International Accounting Standards13/12/202028/04/1442In- Force
      000003251599Extension of Deadline for Correction of Mortgages Registered in the Names of Financing Institutions27/10/202011/03/1442No longer Applicable
      000042013215The real estate financing contract concluded between the real estate financier on behalf or by proxy of others and individual customers is subject to the financing regulations and instructions issued by the organization20/10/20204/03/1442In- Force
      000042011654The Termination of National Identity and Resident Identity14/10/202027/02/1442No longer Applicable
      000042011671Adherence to the standard form of the financing lease contract for vehicles for individuals14/10/202027/02/1442In- Force
      000042011675Digital Certification of Products for Finance Companies Customers14/10/202027/02/1442In- Force
      000042011687VAT for Insurance Contracts Related to Financial Lease Contracts14/10/202027/02/1442In- Force
      000042011690Updating the Websites of Financing Companies and Verifying their Accounts on Social Media.14/10/202027/02/1442In- Force
      000042005712Publication of the Financial Statements and Auditors Report and Board of Directors Report of Finance Companies17/09/202029/01/1442In- Force
      000042019124Regulations for accepting term deposits09/09/202024/03/1442In- Force
      000041070501Real estate valuation fees in mortgage contracts for individuals12/08/202022/12/1441In- Force
      000042011683Adherence to the standard form of the financing lease contract for vehicles for individuals21/07/202027/02/1442In- Force
      000041061552The Amendment of Some Articles in the Implementing Regulation of the Finance Lease Law21/06/202029/10/1441In- Force
      000042011665The resumption of the Finance Companies Business.29/05/20207/10/1441No longer Applicable
      000041047953Instructions for Publishing Sanctions05/03/202011/07/1441In- Force
      000041041917The amendment of three articles in the Implementing Regulation of the Finance Companies Control Law10/02/202016/06/1441In- Force
      000041038504Updating the mortgage finance model contract for Individuals in Murabaha and Ejarah26/01/20201/06/1441In- Force
      000041038534The standard form for a financing lease contract for vehicles for individuals26/01/20201/06/1441In- Force
      332500000099The Inclusion of registration fees in the contract registration company as one of the fees commissions and costs of administrative services stipulated in Article 83 of the Implementing Regulation of the Finance Companies Control Law15/09/201916/01/1441In- Force
      718440000099The Approval of the Property Document Issued by the Economic Cities Authority04/08/20193/12/1440In- Force
      639110000099Registration of Financial Leases Contracts27/06/201924/10/1440In- Force
      618530000099Using Qawaem Program as a Mandatory Requirement Before Providing any Credit Facilities to Commercial Entities19/06/201916/10/1440In- Force
      611080000099Allowing Saudi Real Estate Refinance Company to Purchase Residential Mortgage Portfolios from Real Estate Finance Companies.16/06/201913/10/1440In- Force
      469110000099Issuance of Debt Instruments through Special Purpose Entities02/04/201926/07/1440In- Force
      713020000099Positions intended for directors of main departments in finance companies or their representatives23/01/201917/05/1440In- Force
      165700000099The Obligation to Obtain SAMA Non- Objection before Providing Governmental and Non -Governmental Entities with Information and Supervisory and statistical data21/11/201813/03/1440In- Force
      115340000099His Royal Highness Prince Mohammed bin Salmans program E'tzaz to all military forces in the Kingdom of Saudi Arabia07/10/201827/01/1440In- Force
      497530000041prohibiting the use of the SAMA logo on publications of financial institutions22/07/20189/11/1439In- Force
      657680000099Supplementary Circular Regarding the Obligations of Real Estate Appraisal Clients who are Subject to the SAMA Supervision09/07/201825/10/1439In- Force
      465440000099Mandatory Instructions when Submitting a Mortgage Product to Individuals17/05/20182/09/1439Modified
      391000084474Requirement for customer (natural person) signatures on all pages of contracts and agreements17/04/20181/08/1439In- Force
      391000083185Accepting Electronic Authentication of Company Incorporation Contracts for Limited Liability12/04/201826/07/1439In- Force
      391000082220Compliance with standard forms for real estate financing contracts in Murabaha and Ijara formats for individuals09/04/201824/07/1439Modified
      391000081077Optional adherence by financing companies to certain articles when dealing with enterprises of all sizes05/04/201819/07/1439In- Force
      391000078943Ensuring equality among community groups in financing products and insurance coverage for financing lease contracts29/03/201812/07/1439In- Force
      391000073369Legal Department Employees14/03/201826/06/1439In- Force
      391000070455Procedural Requirements for Mortgage Registration06/03/201819/06/1439In- Force
      391000070461Time Plan to Correct Real Estate Registered in the Names of Financing Institutions06/03/201819/06/1439No longer Applicable
      391000057611Contribution of Investment Funds in the Finance Sector Indirectly06/02/201820/05/1439In- Force
      391000048362Increase the Maximum Mortgage for Citizens to Own the First Home14/01/201827/04/1439In- Force
      381000089828Register Mortgages in Accordance with the Fact of the Contract22/05/201726/08/1438In- Force
      381000089830Registration of lands subject to the white land fees system within the specified period22/05/201726/08/1438In- Force
      381000086288Instruments Issued by Licensed Notaries11/05/201715/08/1438In- Force
      381000074831Definition of Commercial Mortgage11/04/201714/07/1438In- Force
      381000074519Accounting of Zakat and Income Tax10/04/201714/07/1438In- Force
      381000064902Definition of SMEs15/03/201716/06/1438In- Force
      381000056756Cancellation of the requirement for official seals on documents and papers submitted for financing transactions22/02/201725/05/1438In- Force
      381000046352Application of IFRS 926/01/201727/04/1438In- Force
      371000061185Obligations of Real Estate appraisal costomers who  supervised by SAMA08/03/201628/05/1439Modified
      371000052766Provide SAMA with Quarterly Risk Reports, Audited Annual Financial Statements and Quarterly Financial Statements of Finance Companies15/02/20167/05/1437Modified
      361000121911NEBRAS Project27/06/201511/09/1436In- Force
      361000115987Ensuring the recovery of movable assets from the lessee in cases where thelease includes two parties
      The landlord’s right to recover them shall be exclusively through the competent authorities
      15/06/201527/08/1436In- Force
      361000110001Approval of the Document of Title Issued by the Economic Cities Authority01/06/201513/08/1436In- Force
      361000107381Prudential Returns Forms26/05/20157/08/1436In- Force
      361000107380Holidays of Finance Companies27/04/20157/08/1436In- Force
      361000091211Clarification of the Provisions of Article (83) of the Implementing Regulations of the Finance Companies Control Law and Article (9) of the Regulations for Consumer Financing18/04/201530/06/1436In- Force
      361000068588Applicability of Article 12 of the Implementing Regulations of the Real Estate Finance Law on Individual Land Financing01/03/201510/05/1436In- Force
      361000064191Start Date for Adopting the International Accounting Standards19/02/20151/05/1436In- Force
      351000123114Finance Contract Summary Form22/07/201424/09/1435In- Force
      • Miscellaneous Regulations (FC)

        • Real Estate Registration

           

          In reference to the letter received from His Excellency the Minister of Municipal and Rural Affairs and Housing, Chairman of the Board of Directors of the General Authority for Real Estate, under number (244382) dated 19/09/1444H, which refers to the Law of Real Estate Registration issued by the Royal Decree No. (M/91) dated 19/09/1443H. and as stipulated in Article 7, Paragraph (1) of the law, which states: "The real estate area shall be determined by a decision issued by the competent authority, including a precise and clear delineation of the area and the specified period for receiving initial land registration requests, and it shall be announced by any appropriate means determined by the decision." It also refers to Article 9, Paragraph (3) of the implementing regulations of the same law, which states: "The decision designate the real estate area shall be communicated to all relevant entities concerning the initial land registration immediately upon issuance."

          Since His Excellency's letter includes the announcement that the area of (Al-Falah District) in Riyadh is the first area to benefit from the "Real Estate Registry" according to its updated mechanism, financing entities with rights related to the aforementioned announced area must accept the property registration certificates issued by the General Authority for Real Estate as the official document of ownership for that area.

          Please take note and act accordingly. Note that financing entities are responsible for following up on announcements issued by the General Authority for Real Estate in this regard.

        • Amendment of Article (8) of the Implementing Regulation of the Finance Companies Control Law

           

          Based on the powers granted to SAMA under the Finance Companies Control Law issued by Royal Decree No. M/51 dated 13/8/1433H.

          We inform you that the Governor's Decision No. (126/M SH T) dated 8/6/1444H, which includes the amendment of Article (8) of the Implementing Regulations of the Finance Companies Control Law to read as follows:

          "Subject to the provisions of the Companies Law, the minimum paid up capital of the Finance Company is as follows:

           1.For Finance Company carrying out real estate Finance Activity: (200,000,000) two hundred million Saudi riyals.
           2.For Finance Company carrying out one Finance Activity or more other than real estate Finance: (100,000,000) one hundred million Saudi riyals.
           3.For Finance Company carrying out only microfinance activity: (10,000,000) ten million Saudi riyals.
           4.For Finance Company carrying out only small and medium enterprise finance activity: (50,000,000) fifty million Saudi riyals.
           

          SAMA may stipulate higher or lower minimum capital based on the prevailing market conditions, or if, as deemed by SAMA, the proposed business model of the Finance Company, scope and nature of proposed activities, or their geographic reach so requires, taking into consideration the magnitude and the nature of risks associated with such activities. The capital must be paid up in full at the establishment of the Finance Company."

        • Emphasis on Landlords' Responsibility for the Accuracy of Data Provided When Requesting Issuance of Extracts from the Enforcement Document for the Registered Lease Financing Contract

          Based on the powers granted to SAMA under the Finance Lease Law issued by Royal Decree No. (M/48) dated 13/08/1433H and its Implementing Regulations issued by the Governor’s Decision No. (1/BSI) dated 14/04/1434H, and referring to the controls and procedures for requesting and issuing execution document extracts for registered finance lease contracts issued by SAMA’s circular No. (42039135) dated 12/06/1442H, and in order to ensure the integrity and reliability of executive document extracts issued by finance lease contract registration companies.

          SAMA wishes to emphasize the lessors' obligation to provide data proving the occurrence of one of the cases outlined in the Regulations and Procedures for Requesting and Issuing Extracts of the Executive Document for Registered Finance Lease Contracts when submitting a request to a contract registration company for the issuance of extracts from the executive bond. The lessor is responsible for the accuracy of the data provided to finance lease contract registration companies and any implications for the lessee's rights. This responsibility is without prejudice to the obligations of contract registration companies to verify the legitimacy of the lessor’s request for the issuance of extracts from the executive bond. and to obtain the necessary declarations from the lessor affirming their compliance with the relevant controls, regulations, and instructions before issuing these extracts.

        • Providing the Central Bank with the Semi-Annual Report on Risks, Prudential Data, and Publishing Quarterly Reports and Audited Annual Financial Statements on the Company's Website

          Based on the powers granted to SAMA under the relevant regulations and instructions, We would like to inform that micro-consumer financing companies must comply with the following:

           first: Provide SAMA with the semi-annual reprt on risk as stipulated in Article (36) of the Rules Regulating Consumer Microfinance Companies, after it has been reviewed by the Risk and Credit Management Committee (if applicable) and the Board of Directors and approved including the decisions made regarding it within (30) business days from the end of each of June and December of each calendar year.
           
           Second: Complete all required data in the annual and quarterly prudential data forms mentioned in Article (14) of the Rules Regulating Consumer Microfinance Companies according to the approved forms attached. Ensure the accuracy of all data and submit it to SAMA within (25) business days from the end of March, June, September, and December for the quarterly prudential data forms, and within (60) business days from the end of the calendar year for the annual prudential data forms.
           
           Third: Submit the completed prudential data forms electronically in (Excel) format by the deadlines specified in item (2) above, along with a scanned electronic copy of the Certification Statement signed by the Chief Accountant, Chief Financial Officer (CFO), and the Chief Executive Officer (CEO) or Managing Director, as applicable.
           
           Fourth:The annual prudential data forms must be reviewed by the company's external auditor before submission to SAMA and attach a copy of the audit report signed by the external auditor with the forms.
           
           Fifth:Publish the quarterly and annual audited financial statements referred to in Article (15) of the Rules Regulating Consumer Microfinance Companies on the company's website within (10) business days from the due date. This should include:
           
           1. Statement of Financial Position.
           
           2. Income Statement.
           
           3. Cash Flow Statement.
           
           4 Board of Directors' Report.
           
        • Quarterly Risk Report Preparation and Submission to the Central Bank, Including Audited Annual and Quarterly Financial Statements, Prudential Data, and Publication on the Company's Website

          Based on the powers granted to SAMA under the relevant regulations and instructions, we wish to inform that crowdfunding institutions are required to adhere to the following:

           First:Crowdfunding institutions must prepare a quarterly risk report to be discussed by the Risk and Credit Management Committee (if any) and the Board of Directors based on the senior management's review and the Board's approval of the necessary measures to address the risks mentioned in the risk report. The report must include at a minimum the following:
           
           1.A comprehensive assessment of the risks faced by the company as mentioned in Article (20) of the updated Rules for Engaging in Debt-Based Crowdfunding, including measures taken to mitigate these risks, and a review of the performance of financial positions exposed to market price fluctuations, as well the situations where the permitted transaction limits are exceeded.
           
           2.Assumptions and factors used in evaluating risks, including: risk categories, risk levels, frequency, risk units, and changes occurring in these areas.
           
           3.Analysis of situations where the institution has exceeded allowable limits, including reasons and the extent of new business developments and provisions set aside by the company.
           
           4.Evaluation of disclosure standards to ensure they cover understanding of funding opportunity risks.
           
           Second:Provide SAMA with the report mentioned in item (1) above after it has been discussed by the Risk and Credit Management Committee (if applicable) and the Board of Directors and their approval, including the decisions taken, within 30 working days from the end of March, June, September, and December of each calendar year.
           
           Third: Provide SAMA with quarterly financial statements and the auditor’s report within (20) working days from the end of March, June, and September each year.
           
           Fourth:Provide SAMA with annual audited financial statements, the auditor’s report, and the Board of Directors' report within (45) working days from the end of the calendar year. 
           
           Fifth:Provide SAMA with annual and quarterly prudential data according to the attached approved forms, ensuring the accuracy of all data. Submit this data within (25) working days from the end of March, June, September, and December for quarterly prudential data, and within (60) working days from the end of the calendar year for annual prudential data.
           
           Sixth:Submit the completed prudential data forms electronically in the required (Excel) format by the deadlines specified in item (5) above, along with a scanned electronic copy of the Certification Statement signed by the Chief Accountant, Chief Financial Officer (CFO), and Chief Executive Officer (CEO) or Managing Director, as applicable.
           
           Seventh:The annual prudential data forms must be reviewed by the company’s external auditor before submission to SAMA and attach a copy of the audit report signed by the external auditor with the forms.
           
           Eighth:Publish the auditor’s report, Board of Directors' report, quarterly financial statements, and annual audited financial statements on the company’s website within (10) working days from the due date. This should include:
           
           1.Balance Sheet.
           
           2.Income Statement.
           
           3. Cash Flow Statement.
           
           4. Board of Directors' Report.
           
        • Ensure that Finance Companies Update their Credit Granting Policies and Procedures

          Based on the powers granted to SAMA under the Finance Companies Control Law and its implementing regulations, and in line with its role in maintaining the safety and stability of the financial sector.

          SAMA emphasizes that finance companies must update their credit policies and procedures to align with the rapidly evolving conditions in the financing sector and the activities being financed. Companies should implement appropriate precautionary measures to mitigate the rise in non-performing loans. Additionally, finance companies must ensure that provisions and guarantees are adequate relative to the risk levels associated with their operations.

        • Emphasis on Finance Entities to Adhere to SAMA's Collection Regulations and Procedures for Individual Customers when Outsourcing Debt Collection Tasks to External Service Providers

          Based on the powers vested to SAMA under the relevant regulations, rules, and instructions, and in light of the provisions outlined in the Debt Collection Regulations and Procedures for Individual Customers issued by SAMA, and considering some negative practices observed in this regard.

          SAMA would like to emphasize that finance entities are responsible for ensuring that external service providers comply with the Debt Collection Regulations and Procedures for Individual Customers issued by SAMA when assigning debt collection tasks. Finance entities must also ensure that external service providers implement the necessary measures to adhere to these guidelines and procedures. SAMA will take legal measures against those who violate these regulations and procedures.

        • Emphasizing the Obligations of the Real Estate Financier When Transferring Rights to Third Parties in the Secondary Market and When Assigning Collection Tasks to a Third Party

          Based on the powers vested in SAMA under the relevant regulations, and in line with its supervisory and regulatory role over real estate financiers, and pursuant to the provisions of the Real Estate Finance Law issued by Royal Decree No. (M/50) dated 13/8/1433H and its Implementing Regulations.

          SAMA confirms that refinancing through licensed real estate refinancing companies is limited to the trading of real estate finance contract rights in the secondary market, as outlined in the Real Estate Finance Law and its Implementing regulations. The real estate financier (the originator of the real estate finance contract) remains responsible for fulfilling its obligations as stipulated in the relevant regulations, contracts, and instructions when transferring its rights. The financier must continue to meet these obligations throughout the contract's term. These obligations include, but are not limited to:

          1. Immediate updating of any changes in customer credit records, with a minimum update period as specified in the Implementing regulations of Credit Information Law.
          2. Handling early repayment and debt restructuring for customers in accordance with the relevant instructions.

          Accordingly, the real estate financier is obligated to comply with this requirement, while enabling the third party assigned the collection tasks to carry out its duties (in accordance with the relevant regulations and instructions). SAMA will take legal action if any violations of its instructions are identified.

        • Amendment of Paragraph (2) of Article (35) of the Finance Companies Control Law and Addition of Paragraphs (3) and (4) to That Article

          Referring to the Royal Decree No. M/51 dated 13/8/1433 H which includes the issuance of the Finance Companies Control Law.

          We inform you of the issuance of the Royal Decree No. M/24 dated 15/3/1443 H, which amends Paragraph (2) of Article (35) of the Finance Companies Control Law issued by the aforementioned Royal Decree, and adds Paragraphs (3) and (4) to that Article, as follows:

          2- Without prejudice to the provisions of Article 34 of this Law, any person violating any of the provisions of this Law and its Regulation shall be subject, depending on the gravity of the violation, to a fine not exceeding two million riyals or 10% of the amount financing obtained by the violator, and imprisonment for a term not exceeding two years, or either penalty. Amounts resulting from said fines shall be deposited into the State treasury.

          3-SAMA may provisionally attach the funds of persons who are proven to violate Article 4(1)(2) of this Law, without exceeding the prescribed amount and percentage in paragraph (2) of this Article. Such attachment shall be in force pending the competent authority decision on the violation in according to applicable statutory procedures.

          4- The judgment may include a provision to issue its summary on the expense of the violator in a local newspaper or any other appropriate medium.

        • The Required Certificate for Compliance Managers of the Finance Companies

          Referring to the importance of the compliance function in finance companies and the responsibilities associated with ensuring adherence to relevant regulations and instructions, and based on Article 2 of the Implementing Regulations of the Finance Companies Control Law, which states: "SAMA shall organize the Finance Sector and supervise the business of the Finance Companies in accordance with the Law and  the Regulations, including: 5. Taking all suitable means for the development of the Finance sector, Saudization, and enhancement of its employees’ efficiency through regulating the obligations of the Finance Companies in training of human resources, improving their skills and enriching the employees’ knowledge in Finance Industry."

          Therefore, compliance managers in finance companies are required to obtain the "Compliance Certification for Finance Sector" within one year from the date of this circular or upon the finance company's submission of a no-objection request for appointment to this position. The finance company must provide SAMA with this certification upon receipt. Training materials related to this certification can be accessed through the Financial Academy's website.

        • Consolidated Accounts for Managing Debt Financing Value in Crowdfunding Entities

          Based on the powers granted to SAMA under its Law issued by Royal Decree No. (M/36) dated 11/4/1442H, and the Monitoring of Financing Companies Law issued by Royal Decree No. (M/51) dated 13/8/1433H.

          SAMA would like to emphasize to all debt crowdfunding institutions on the importance of adhering to the Monitoring of Financing Companies Law, its Implementing regulations, and the Rules for Conducting Debt Crowdfunding Activities regarding consolidated accounts for managing debt financing value in crowdfunding institutions. In particular, the following must be observed:

          FirstEmphasizing that the purpose of opening consolidated accounts in debt crowdfunding institutions must be limited solely for managing financing value and should be kept separate from the crowdfunding institution’s funds in independent accounts.
           
          SecondThe account for participant funds in debt crowdfunding institutions should be named "Financing Value Management Account – Name of the Debt Crowdfunding Institution".
           
          ThirdThe debt crowdfunding institution must notify SAMA when opening or closing consolidated accounts with banks operating in the Kingdom.
           
          FourthThe debt crowdfunding institution must establish written policies and controls related to the management and transaction of consolidated accounts, including defining the powers and authorized personnel, while ensuring the following:
          1)Implement multi-layered control based on risk assessments, including activating internal oversight functions.
           
          2)Authorized individuals managing the consolidated account should have their powers limited according to the authority matrix approved by the board of directors. The authorized person for the account must submit a report to senior management on a bi-monthly basis.
           
          3)The consolidated account should not be linked to any financial liabilities or rights of the debt crowdfunding institution.
           
          FifthThe debt crowdfunding institution must perform and document reconciliations to verify that the total value of executed debt crowdfunding transactions matches the consolidated account balance at the bank.
           
          SixthThe agreement for opening the consolidated account with the bank must reflect all regulatory requirements as stated in the Rules for Conducting Debt Crowdfunding Activities, outlining the responsibilities of both the bank and the debt crowdfunding institution regarding transactions on the consolidated account.
           

          Please review and act upon these guidelines from this date. SAMA must be provided with the procedures undertaken to review and amend all documents in accordance with the instructions above.
           

        • Amendments to International Accounting Standards and International Financial Reporting Standards

          SAMA has received a letter from the Saudi Organization for Certified Public Accountants regarding its approval of several periodic amendments and improvements made by the International Accounting Standards Board. These amendments include the following aspects:

          • The improvement made to International Financial Reporting Standard (IFRS) No. (1) "Adoption of International Financial Reporting Standards, for the First time" which includes a facilitation for a subsidiary applying IFRS for the first time by providing it with an additional option to measure cumulative translation differences.
             
          • The improvement made to International Financial Reporting Standard (IFRS) No. 9 "Financial Instruments" involves addition of practical guidance to clarify the fees included in the present value of the obligation under the new terms and how to account for costs and fees incurred when accounting for the exchange or modification of debt instruments as a derecognition of the obligation.
             
          • The improvement made to International Accounting Standard No. (41) "Agriculture" relates to amounts included in cash flows for the purpose of measuring fair value.
             
          • Amendments to International Accounting Standard No. (37) "Provisions, Contingent Liabilities, and Contingent Assets," which clarify the meaning of the cost of fulfilling a contract in the context of defining onerous contracts.
             
          • Amendments to International Accounting Standard No. (16) "Property, Plant, and Equipment," which address the treatment of proceeds from the sale of products during the testing phase of an asset.
             
          • Several amendments to International Financial Reporting Standard No. (3) "Business Combinations."

          You can review the periodic improvements and amendments above by visiting the International Standards page on the website of the Saudi Organization for Certified Public Accountants.

        • A Mortgage Contract Concluded Between a Lender - On Behalf of or as an Agent for Others - and Individual Customers is Subject to the Financing Regulations and Instructions Issued by SAMA

          Based on the powers vested in SAMA pursuant to the relevant laws, regulations, and instructions, and based on Article (2) of the Real Estate Finance Law stipulates that "SAMA shall regulate the real estate finance sector, including the following: 5- Issue real estate finance standards and procedures, etc." Paragraph (1) of Article (Eight) from the implementing Regulation of the Real Estate Finance Law which states that "A real estate finance entity shall comply with the requirements stipulated in the Law, this Regulation, other related laws and regulations as well as rules and instructions issued by SAMA relating to real estate finance. Real estate finance contracts and products shall comply with the Law and relevant laws, regulations, rules and instructions."

          SAMA wishes to emphasize that real estate financiers must adhere to all relevant laws, their implementing regulations, and the relevant instructions of SAMA applicable to all mortgage contracts for individuals, whether done directly, by agency, or on behalf of others. Real estate financiers should not enter into any new contracts unless these requirements are met and should amend their agreements with other entities to comply with this directive. This includes contracts where the real estate financier acts as an agent for the financing entity, as well as cases where the decision to grant credit does not originate from the real estate financier.

        • Compliance with the Standard Form of the Vehicle Leasing Contract for Individuals

          In reference to SAMA Circular No. 41038534 dated 06/01/1441H concerning the "Model Contract of the Financial Lease of Vehicles for Individuals" which states that lessors must adhere to this model agreement and complete the necessary procedures according to their policies by the deadline of 30/08/1441H, corresponding to 23/04/2020 G, and not to enter into any contracts that deviate from or amend this model, and to SAMA's decision on April 13, 2020 G, to postpone compliance with the model lease agreement until further notice in support of efforts to address the impacts of the COVID-19 pandemic.

          As SAMA has directed all financial institutions to gradually resume normal operations in their general departments, following the royal approval dated 03/10/1441 AH corresponding to 26/05/2020 G which included several decisions, including lifting the suspension of attendance for ministries, government agencies, and the private sector, and resuming office activities according to the guidelines set by the Ministry of Human Resources and Social Development in coordination with the Ministry of Health and relevant authorities starting from Sunday, 08/10/1441H corresponding to 31/5/2020 G. lessors are now required to comply with the Model Contract of the Financial Lease of Vehicles for Individuals as per SAMA Circular No. 41038534 dated 06/01/1441H and complete the necessary procedures according to their policies by the deadline of 30/11/1441H corresponding to 21/7/2020 G*.


          *The deadline for compliance with the Model Contract for Vehicle Financial Leasing for Individuals has been extended pursuant to Circular No. (42011683) to no later than 15/12/1441H, corresponding to 5/8/2020G.

        • Digital Certification of Products for Finance Companies Customers

          In line with SAMA’s commitment to enable all customers in the financing sector to obtain their financing needs easily and efficiently, and to enhance the SAMA’s strategic goals of accelerating digital transformation in the sector through strengthening and securing technological infrastructure, and to facilitate and improve services by enabling financing companies to utilize approved digital certification services in the Kingdom.

          We inform you that financing companies can offer all financing products and credit cards via electronic channels to individual customers as well as small and medium enterprises through digital certification services, provided that adherence with the Electronic Transactions Law, issued by Royal Decree No. (M/18) dated 8/3/1428 H and its implementing regulations, is maintained. The company must assess the associated risks and identify the types of financing covered by this service and establish sufficient controls, policies, and precautionary procedures, and apply the following minimum requirements:

          1. Ensure full compliance with the Cyber Security Framework Maturity Level 3 by evaluating compliance through an independent party as per the framework.
             
          2. The company must have obtained SAMA’s no-objection to provide electronic services as per the Cyber Security Framework. Without this, the company cannot provide digital certification services until it receives SAMA’s no-objection for providing electronic services.
             
          3. The digital certification service provider must be accredited by the National Digital Certification Center.
             
          4. Providing digital certification services should not affect the company's core procedures for applying the "Know Your Customer" principle or the eligibility and identity of the customer, agent, or authorized signatory.
             
          5. The financing request must be created through one of the electronic channels, with the necessary procedural controls in place and the customer must be notified via SMS about the request. Additionally:
             
          • For individuals: The request must be activated via another channel, for example, implementing the rules for adding and activating beneficiaries as outlined in the Cyber Security Framework.
             
          • For enterprises: Consider necessary procedural controls, for example but not limited to: delegating multiple authorities for approving financing requests, activating the request from another channel, etc.
             
          1. The company must verify the approval of the customer/enterprise owner or authorized representative for the request through a phone call from the call center or customer service.
             
          2. The company is responsible for verifying the information provided by the customer/enterprise before executing the transaction.
             
          3. Approval of the request must occur at least 24 hours after submission for individuals and three business days for enterprises.
             
          4. Implement sufficient security standards to protect data and communication with the digital certification service provider, including data encryption standards and data privacy.
             
          5. Retain copies of documents and all legal matters related to digital certification.
             
          6. Update agreements and contracts to specify that this service is conducted electronically using digital certification and it is not permissible to appeal its execution electronically.
             
          7. Set a maximum limit for the financing amount provided through digital certification in line with the company's risk policy.
             
          8. Periodically evaluate and monitor precautionary controls and ensure their effectiveness.
             

          For your information, and to act accordingly from this date, noting that digital certification services do not apply to products subject to a test environment.

        • Increase in Value Added Tax on Cooperative Insurance Contracts Related to Leasing Contracts

          Referring to SAMA instructions informed via email on 03/12/1441H corresponding to 23/07/2020G, regarding the increase in value-added tax for cooperative insurance contracts related to leasing contracts.

          The instructions, which must be adhered to from the date they were sent by email, are as follows:

          Referring to the decision to raise the value-added tax from 5% to 15% starting from July 1, 2020G, and in response to inquiries from some lessors regarding how to handle this increase in cooperative insurance contracts related to Finance lease contract.

          SAMA would like to confirm that the lessor shall bear the increase resulting from the raised value-added tax for cooperative insurance contracts related to leasing contracts, and it is not permissible to pass this increase on to the lessee. This is based on paragraph (3) of Article Nine of the Finance Lease Law, which states: "The lessor shall be responsible to obtain cooperative insurance on the leased asset and shall not require it from the lessee."

        • Updating the Websites of financing Companies and Verifying their Accounts on Social Media

          Referring to SAMA's supervisory and regulatory role over financing companies according to relevant regulations, and to SAMA's efforts to protect customers and provide all services and products with high quality and ease.

          Therefore, SAMA would like to inform financing companies that they must:

          FirstContinuously update the financing company's website.
          SecondVerify the company's accounts on social media platforms or deactivate them.
          ThirdEnsure that the geographical location of the company's headquarters and branches is added and updated on electronic map platforms such as "Google Maps," including specifying working hours.

           

          SAMA emphasizes the adherence to the above within one month from the date of this notice and requires that SAMA's communication officer be provided with the measures taken regarding this within two weeks from the date of this notice

        • Mechanism for Verifying the Identity of the Partner or Shareholder When Establishing Limited Liability and Joint Stock Companies, and Any Amendments to the Articles of Incorporation

          In reference to receiving the letter from His Excellency the Minister of Commerce, Number (00196) dated 05/01/1442H, which refers to His Excellency’s Decision Number (632) dated 16/11/1441H regarding the development of the mechanism for verifying the identities of partners or shareholders when establishing companies or amending their bylaws.

          Attached is a copy of the ministerial decision.

        • Compliance with the Model Contract for Vehicle Financial Leasing for Individuals

          Further to SAMA’s circular No. 41038534 dated 6/1/1441H concerning the "Model Contract of the Financial Lease of Vehicles for Individuals" and SAMA's decision on April 13, 2020G, which included postponing adherence to the standard lease agreement template for vehicle leasing to individuals until further notice in support of efforts to address the impacts of the COVID-19 pandemic. It also included notifying that lessors must adhere to this standard template and complete the necessary procedures according to their policies by the deadline of 30/11/1441H corresponding to 21/07/2020G.

          As SAMA has received requests from some financing entities to postpone the adherence deadline due to its proximity to the Eid al-Adha holiday and the entities' desire to utilize the holiday period to ensure readiness for implementing this template, we inform you that SAMA has decided to extend the deadline for adherence to the Model Contract of the Financial Lease of Vehicles for Individuals until 15/12/1441H corresponding to 05/08/2020G.

        • Updating the Prudential Returns Data Models

          Referring to SAMA Circular No. 361000107381 dated 7/8/1436 H, regarding the provision of prudential data forms to SAMA at specified times according to the models, controls, and instructions set by SAMA.

          we would like to inform you of the update on annual and quarterly prudential data models. Finance companies must comply with the following:

          First: The finance company must complete all required data and follow the instructions provided in the prudential data models, ensuring that the validation rules are correctly applied before submission.

          Second: Completed prudential data models should be submitted in Excel format via the Supervisory Data System (Returns Management System "RMS"). In case of any technical issues, they should be submitted via email to the designated prudential data.

          SAMA emphasizes the importance of adhering to the aforementioned update and submitting the prudential data models at the specified times and in the prescribed manner.

        • BALADY Portal Initiatives of the Ministry of Municipal and Rural Affairs to Upgrade Municipal Sector Services

          Referring to the Ministry of Municipal and Rural Affairs' establishment of the "Balady" portal, one of the ministry's initiatives to enhance municipal services, which was fully launched on Sunday, 08/06/1441H, corresponding to 02/02/2020G, this portal consolidates all secretariats and municipalities services into a single electronic platform with streamlined procedures.

          Based on SAMA's supervisory and regulatory role, and to facilitate the procedures for obtaining municipal sector services, SAMA encourages utilizing the services provided through the 'Balady' portal in all related procedures.

        • "NAFITH" Electronic Platform Approved by the Ministry of Justice

          Referring to the "NAFITH" platform for enforcement documents, which is approved by the Ministry of Justice and other government entities, this platform offers a fully electronic service for issuing and managing enforcement documents with ease and efficiency.

          In line with SAMA's strategy to promote the use of electronic channels to enhance service levels and contribute to  to the achievement of the Kingdom's Vision 2030, we would like to inform you that finance companies can now connect to the "NAFITH" electronic platform approved by the Ministry of Justice, and benefit from the services provided through it, while ensuring compliance with the regulations and instructions issued by SAMA.

        • Using "QAWAEM" Program as a Mandatory Requirement Before Providing any Credit Facilities to Commercial Entities

          Based on the powers vested to SAMA under the Finance Companies Control Law issued by Royal Decree No. (M/51) dated 13/8/1433H, including Article Twenty-One which states: "SAMA shall supervise the activities of finance companies and exercise its powers pursuant to the provisions of this Law and its Regulation," and Article Two of the implementing regulations of the Finance Companies Control Law, which states: "SAMA shall organize the finance sector and supervise the business of finance companies in accordance with the law and regulation," and referring to the "QAWAEM" program established by the Ministry of Commerce and Investment in collaboration with the Saudi Organization for Certified Public Accountants, aimed at improving work efficiency and utilizing deposited financial statements, enhancing the credibility and reliability of accounting information, and increasing the level of transparency for commercial entities.

          Given the program's contribution to improving the quality and reliability of accounting information, SAMA confirms that all licensed finance companies in the Kingdom must use the "QAWAEM" program as a source for obtaining the financial statements of commercial entities required to be deposited in the program before providing any credit facilities.

          For your information and action accordingly as of 16/8/2019G. 

        • Financing Product for Private Dental Healthcare Facilities

          Referring to the Royal Order No. 52757 dated 17/10/1439H, which approved, in paragraph (First), the recommendations of the committee formed by the Royal Order No. 58005 dated 1/12/1437H to study the issue of employment opportunities for dental colleges graduates from all aspects, and the recommendations to instruct SAMA and the Social Development Bank to coordinate and authorize banks to offer a financing product for establishing private dental healthcare facilities.

          In line with the objectives of the aforementioned Royal Order to create employment opportunities for Saudi dental college graduates, SAMA urges banks, and finance companies to introduce a financing product to support Saudi dentists in establishing their own  facilities, addressing their needs and aligning with their academic specialties.

        • Issuance of Debt Instruments through Special Purpose Entities

          Based on Article Fourteen of the Finance Companies Control Law, which states: "Without prejudice to provisions of Article 3 of this Law, the finance company, as specified in the Regulations and in proportion with its assets and financial position, may issue securities and sukuk in accordance with the provisions of the Capital Market Law and its regulations." And Article Sixty-Seven of the implementing regulations of the Finance Companies Control Law, which states: "the Finance Company may issue securities only after obtaining a non-objecting letter from SAMA." In reference to the ongoing coordination between SAMA and the Capital Market Authority regarding the issuance of debt instruments by finance companies through special purpose entities.

          SAMA would like to inform you that finance companies may submit a request to the Capital Market Authority to establish a "special purpose entity" in accordance with the rules governing special purpose entities issued by the Capital Market Authority, with notification to SAMA. SAMA also emphasizes the necessity of obtaining SAMA non-objection before issuing any debt instruments through the special purpose entity.

        • Positions Intended for Directors of key Departments in Finance Companies or their Representatives

          Referring to Article 69 of the Implementing Regulations of the Finance Companies Control Law, which stipulates that "The Finance Company must obtain a non-objecting letter from SAMA before appointing persons in the following functions and tasks:1-Membership of the Board and its committees.2-Managing director, chief executive officer, general manager, their designees, financial manager and directors of the key departments, or their designees .3-Managers of control functions, such as internal audit, risk management and compliance, or their designees." Without prejudice to the requirements for appointing to leadership positions in financial institutions and suitability model under SAMA’s supervision, as issued by SAMA’s Circular No. 341000115396 dated 25/09/1434H, the Cyber Security Framework in the Financial Sector issued under Circular No. 381000091275 dated 28/08/1438H, and Circular No. 391000083333 dated 26/07/1439H regarding Customer Care Department Establishment in Finance Companies . Based on the observed differences in practices related to determining the key department directors in finance companies or their representatives, which require prior approval from SAMA before their appointment.

          SAMA would like to clarify that "key department directors or their representatives," as mentioned in the Implementing Regulations of the Finance Companies Control Law, refers to the managers of the following functions and their equivalents or representatives: Credit Manager, Operations Manager, and Anti-Money Laundering Manager (if separate from the Compliance Manager). For other function managers linked to the CEO, other than the above-mentioned roles, it is sufficient to notify SAMA upon appointment or resignation.

        • His Royal Highness Prince Mohammed bin Salman's 'Ittizaz' Program for All Military Forces in the Kingdom of Saudi Arabia

          Referring to the program of His Royal Highness Prince Mohammed bin Salman "I'tizaz" for all military forces in the Kingdom of Saudi Arabia, which aims to activate communication between companies and service and commercial institutions in the private sector and the members of all military forces in the Kingdom, with the goal of providing a distinguished level of care, attention, and services that meet all the necessary needs of military personnel.

          SAMA urges all financial institutions under its supervision to participate in His Royal Highness Prince Mohammed bin Salman's "I'tizaz" program in appreciation and respect for the role of military personnel in maintaining security and safety.

           

        • Supplementary Circular Regarding the Obligations of Real Estate Appraisal Cutomers who are Subject to the SAMA Supervision

          Further to SAMA's circular No. 371000061185 dated 28/5/1437H, which outlines the Obligations of Real Estate Appraisal Customers Subject to Supervision and Regulation by SAMA.

          We would like to inform you of the following amendments to the aforementioned circular:

          1. The first paragraph of the circular is amended to read: "Banks, finance companies, and insurance companies must engage with certified real estate appraisers who hold a valid license to practice appraisal."
          2. A new paragraph is added as follows: "Bank, finance companies, and insurance companies must provide the customer with a copy of the property appraisal report."

           

        • Customer's Signature (Natural Person) on All Pages of Contracts and Agreements

          Pursuant to the powers vested to SAMA under the Finance Companies Control Law issued by Royal Decree No. (M/51) dated 13/08/1433 H, and in line with Finance Consumers protection Principles that emphasize disclosure, transparency, customer education and awareness, including verifying that the customer has read all the terms and conditions before committing to the products offered by the finance company.

          In order to ensure that customers (natural persons) dealing with finance companies receive fair treatment with transparency, honesty, and integrity, finance companies are required to obtain the customer's (natural person) signature on all pages of the contracts and agreements they are a party to. Finance companies have the option to apply this requirement to legal entities, while emphasizing the finance companies' responsibility for risks associated with the lack of signatures from customers who are legal entities on all pages of contracts and agreements.

        • Customer Care Department Establishment in Finance Companies

           

          In reference to Article 21 of the Finance Companies Control Law, issued by Royal Decree No. M/51 dated 13/8/1433H, which states: "SAMA shall supervise the activities of finance companies and exercise its powers pursuant to the provisions of this Law and its Regulation." and in the interest of SAMA to ensure fair dealings and protect the rights of customers and financial companies.

          Financial companies are required to adhere to the following regulations:

          1. Create an independent department named "Customer Care Department" by a decision from the Board of Directors. This department should report directly to the CEO or General Manager or their deputy and must not be administratively linked to any other department, particularly not to the legal or regulatory departments.
             
          2. Provide the "Customer Care Department" with sufficient authority, financial, technical, and human resources to perform its duties effectively.
             
          3. The company must employ a suitable number of staff based on its activity, branches, number of customers, and the volume of complaints received against the company.
             
          4. The company must obtain written non-objection letter from SAMA when appointing the Director of the "Customer Care Department".
             
          5. The Director of the "Customer Care Department" and all department staff must possess adequate knowledge and experience in finance and customer service. The company must continuously train them through relevant training programs suitable for their roles.
             

             6.  The department is responsible for the care of the company’s customers, ensuring they are treated fairly and transparently at all stages of their interaction with the company, and ensuring they receive appropriate services and products smoothly, easily, and with high quality. This includes:

          • Ensuring that the company’s departments comply with procedures related to customers in accordance with the regulations and instructions issued by SAMA that govern the relationship between the company and its customers.
             
          • Developing an internal policy to protect customer rights throughout all stages of their interaction with the company (e.g., marketing and sales procedures, post-sale service quality assurance procedures, complaint handling procedures, customer communication procedures).
             
          • Handling customer complaints and inquiries received directly by the company or through SAMA’s channels, in accordance with relevant regulations and instructions.
             
          • Monitoring market developments and understanding customer priorities and behaviors to ensure the continuous improvement of the company’s services and products to meet changing customer needs.
             
          • Ensuring ongoing development of frontline employees’ knowledge of the company’s products and services through relevant training programs and information from the concerned departments.
             
          1. Ensuring the availability of multiple channels for receiving customer complaints and inquiries, allowing them to contact the company easily and conveniently at their preferred times, obtain the required information, track their complaints, and be provided with a specific contact reference when submitting a complaint.
             
          2. The administration must have technical systems that support the acceptance and documentation of the receipt and tracking of complaint processing, including date, time, and details of recipients and handlers of each complaint, allowing for the monitoring of the complaint status and actions taken. These systems should also support direct automatic integration with any databases created by SAMA for regulatory purposes.
             
          3. The company must enable customers to assess their satisfaction with the complaint handling results, and this must be documented in the automated system.
             
          4. The administration must develop a working mechanism with the relevant departments, including service level agreements and an escalation process to ensure complaints are addressed within regulatory timeframes. This mechanism should be implemented technically, and adherence by departments should be measured.
             
          5. The administration must develop a policy for analyzing complaints and their patterns, addressing their causes and sources. The administration should document these reports and measure their effectiveness in addressing the sources of recurring complaints.
             
          6. The administration must provide the CEO, general manager, or their direct deputy with a monthly report on the nature of received complaints, the actions taken regarding them, and the level of customer satisfaction with the outcome of complaints resolution. Additionally, a report should be prepared to measure the effectiveness of all customer-related procedures (e.g., customer waiting times in company branches or on the phone). The administration must also prepare quarterly reports on complaints expected to be referred to court and submit them to the Risk Committee.
             
          7. The administration must be subject to review and audit by the Internal Audit Department and the Compliance Department on a semi-annual basis to ensure the accuracy of the provided data.
             
          8. These guidelines are considered the minimum requirements for the company’s customer care practices. The company must continuously develop its internal procedures in this regard, aligning them with the nature and scale of its business and with the best local and international standards and practices.
             
          9. SAMA emphasizes that companies must immediately start taking the necessary actions to ensure full compliance with the directives outlined in this circular, no later than November 1, 2018G. SAMA will take all regulatory measures against finance companies that do not meet the requirements specified in this circular.
        • Ensuring Equality Among Community Groups in Financing Products and Insurance Coverage for Financing Lease Contracts

          Based on SAMA's supervisory and regulatory role over the banking and finance companies' sectors and its commitment to ensuring that all community categories receive the financing services and products they need at a reasonable cost, fairly, and transparently, and without discrimination, based on Principle (5/1) of Banking Consumers Protection Principles and Principle (4/1) of Finance Consumer Protection Principles. And referring to SAMA's circular No. (T.A'.M/157/201803) dated 15/3/2018 G to all insurance companies regarding insurance coverage for the actual user in vehicle leasing and financing leasing, which prohibits all insurance companies engaged in vehicle insurance from denying insurance coverage in mandatory vehicle insurance or comprehensive insurance due to the age of the actual user of the financed leased vehicle.

          Therefore, SAMA confirms that all banks and finance companies should not discriminate between customers based on the age of the actual user of the financed leased vehicle.

        • Contribution of Investment Funds in the Finance Sector Indirectly

          Based on the powers vested to SAMA under the Finance Companies Control Law issued by Royal Decree No. M/51 dated 13/8/1433 H. In line with SAMA’s contribution to economic development by enhancing the role of finance companies in supporting the national economy and diversifying liquidity sources for financing companies to achieve the objectives of Saudi Vision 2030.

          In coordination with the Capital Market Authority and without prejudice to the Finance Companies Control Law and its Implementing regulations, we inform you of the activities that finance companies can engage in with individuals licensed by the Capital Market Authority:

          First:The possibility of selling financing portfolios to investment funds.
          Second:The possibility of entering into Loan Participation Agreements with investment funds for joint financing.
          Third:The possibility for investment funds to invest amounts with finance companies, so that the credit decision is made by the finance companies.
        • Increase the Maximum Mortgage for Citizens to Own the First Home

          In reference to Article 11 of the Implementing Regulations of the Real Estate Finance Law issued by Royal Decree No. M/50 dated 13/8/1433H, which states that "The real estate finance entity shall not extend credit on any form of finance exceeding 70 percent of the value of the dwelling subject of the real estate finance contract. SAMA may change such percentage according to prevailing market conditions," and to Circular No. 371000064087 dated 6/6/1437H and Circular No. 381000039082 dated 10/4/1438H, and based on public interest.

          SAMA has decided to increase the maximum financing amount percentage to the value of the residential property specified in Article 11 of the Implementing Regulations of the Real Estate Finance Law, as amended by the aforementioned circulars, from (85%) to (90%) for the first home of citizens only. Banks will continue to provide real estate financing at (70%) and (85%) for the second home and beyond, respectively, for all beneficiaries.

          SAMA emphasizes the importance of reviewing the risk management policy to enhance procedures for maintaining financial stability, including monitoring and measuring credit concentrations, and ensuring verification of the beneficiary's ability to repay before granting financing – of all types – taking into account the beneficiary’s financial and credit obligations, while adhering to relevant SAMA instructions.

        • Application of International Financial Reporting Standard 9 - Financial Instruments

          Based on Article 71 of the Implementing Regulation of the Finance Companies Control Law, which stipulates that "The Finance Company must apply international accounting standards in the preparation of their accounts and financial statements," and referring to International Financial Reporting Standard No. 9 - Financial Instruments (IFRS 9), issued on July 24, 2014, by the International Accounting Standards Board as an alternative standard to International Accounting Standard No. 39 (IAS 39). This standard relies on a forward-looking approach in recognizing losses, which helps in developing standards for impairment of financial assets and protecting the company and its shareholders from unexpected losses and It consists of three parts: (classification and measurement, impairment, and hedge accounting). The standard is effective for periods beginning on or after January 1, 2018, with early adoption permitted.

          Therefore, all licensed finance companies are required to begin preparing for the implementation of IFRS 9 - Financial Instruments immediately and to provide SAMA with a progress report on the implementation on a quarterly basis starting from the end of the first quarter of 2017. Please take note and act accordingly, and inform the General Administration of Financing Companies Control of receipt within a week from the date of this notice.

        • Holidays for Finance Companies

          Based on Article 21 of the Finance Companies Control Law and Article 2 of the Implementing Regulation of the Finance Companies Control Law, SAMA would like to adhere with the following regarding the holidays and the National Day of the Kingdom:

          First: Eid al-Fitr Holiday

          The Eid al-Fitr holiday for finance companies operating in the Kingdom and their branches is set each year for four days, starting from the day following the 29th of Ramadan (according to the Umm al-Qura calendar).

          Second: Eid al-Adha Holiday

          The Eid al-Adha holiday for finance companies in the Kingdom and their branches is set each year for four days, starting from the Day of Arafah.

          Third: National Day Holiday in the Kingdom

          The first day of the Libra, the beginning of the solar Hijri year, corresponding to September 23 of the Gregorian year, is an official holiday for all finance companies operating in the Kingdom and their branches, if this day falls on a Saturday, it is compensated by the following Sunday, if it falls on a Friday, it is compensated by the preceding Thursday, otherwise the National Day is not compensated if it coincides with another official holiday.

          Fourth: In the event of any amendments to the holiday dates (paragraphs: First and Second), SAMA will issue a circular accordingly.

        • Quarterly Reporting to SAMA on Risks, Financial Statements, Auditor's Report, and Prudential Data; Publication of the Board of Directors' Report and Financial Statements on the Company's Website

          Based on the powers vested to SAMA under the relevant regulations and instructions, we would like to inform that BNPL companies must adhere to the following:

          First:Preparation of a quarterly risk report to be discussed by the Risk and Credit Management Committee and the Board of Directors, based on a review by senior management and the Board's approval of the necessary measures to address the risks mentioned in the risk report. The report should, at a minimum, include the following:
            1.A comprehensive assessment of the risks facing the company, the measures taken to mitigate them, and a review of the performance of financial positions exposed to market-related risks.
            2.The assumptions and factors on which the risk assessment procedures are based, including risk categories, risk levels, frequency, risk units, and any changes that may occur.
            3.Performance of the financing portfolio by activity, delinquent financings, and provisions set aside.
            4.Analysis of the situations in which the company exceeded the permitted limits, including an explanation of the reasons and the size and evolution of new business activities.
          Second: Provision of the report mentioned in item (First) to SAMA, including the decisions made regarding it, within 30 business days from the end of March, June, September, and December of each calendar year.
          Third: Provision of the quarterly financial statements and the auditor's report to SAMA within 20 business days from the end of March, June, and September of each calendar year.
          Fourth: Provision of the audited annual financial statements, the auditor's report, and the Board of Directors' report to SAMA within 45 business days from the end of the calendar year.
          Fifth: Provision of the annual and quarterly regulatory data to SAMA in accordance with the approved accompanying templates, ensuring the accuracy of all data, to be submitted within 25 business days from the end of March, June, September, and December for the quarterly regulatory data templates, and within 60 business days from the end of the calendar year for the annual regulatory data templates.
          Sixth: The regulatory data templates should be sent electronically in the required format (Excel) after completion, along with a scanned electronic copy of the Certification Statement signed by the Chief Accountant, the CEO, or the Managing Director, as applicable, by the deadlines specified in item (Fifth) above.
          Seventh: The annual regulatory data templates must be reviewed by the company's external auditor before being submitted to SAMA, and a signed copy of the audit certificate from the company's auditor should be attached to the templates.
          Eighth: The Board of Directors' report, quarterly financial statements, and audited annual financial statements must be published on the company's website within (10) business days from the deadline for submission, including the following:
            1.Statement of financial position.
            2.Income statement.
            3.Statement of cash flows.
        • Assignment of Debt Collection Operations for Banks and Finance Companies to Debt Collection Entities Licensed by SAMA

          Further to SAMA's Circular No. (45077226), dated 26/12/1445H, which refers to Circular No. (44055679), dated 08/07/1444H, concerning the restriction of the assignment of debt collection operations of banks and finance companies to debt collection entities Licensed by SAMA, it has been decided to extend the deadline for banks and finance companies to contract with debt collection Entities that have obtained initial approval from SAMA to engage in the debt collection activity until the end of September 2024G.

          In light of SAMA's ongoing review of the regulations governing the debt collection activity, including licensing and direct supervision of the activity, it has been decided to further extend the deadline for banks and finance companies to contract with debt collection Entities that have obtained initial approval from SAMA to engage in debt collection, until the end of December 2024G, or the issuance of further instructions from SAMA, whichever comes first. For more details on the entities that have obtained initial approval from SAMA to engage in this activity, please refer to SAMA's official website.

        • Assignment of Debt Collection Operations for Banks and Finance Companies to Clients Outside the Kingdom

          In reference to SAMA's Circular No. (44055679) dated 08/07/1444H regarding the restriction of the assignment of debt collection operations of banks and finance companies to debt collection entities Licensed by SAMA, and in response to inquiries received by SAMA from some financing entities regarding the applicability of the above-mentioned circular to the collection of debts from clients located outside the Kingdom.

          We would like to inform you that the above-mentioned circular is limited to the restriction of debt collection operations for clients located inside the Kingdom and does not include the collection of debts from clients located outside the Kingdom. This is in line with the provisions of the relevant laws and regulations, particularly the Instructions on Outsourcing for Finance Companies and the instructions related to the protection of personal data.

        • Transition of the Electronic "Tamweel Portal" to be Under the Umbrella of the Small and Medium Enterprises Bank.

          In reference to the Central Bank of Saudi Arabia's circulars No. (41051780) dated 08/08/1441 AH, and No. (43104408) dated 26/12/1443 AH regarding encouraging financing entities to provide their services to owners of micro, small, and medium-sized enterprise owners through the electronic "Tamweel Portal," and in reference to the request from the Small and Medium Enterprises Bank regarding notifying financing entities about the transfer of the electronic "Tamweel Portal" authority from the General Authority for Small and Medium Enterprises "Monsha'at" to be under the umbrella of Small and Medium Enterprises Bank via the link, the Central Bank is keen to empower the financial sector to support the growth of the private sector and its strategy aimed at activating the use of electronic channels to enhance the level of services provided in this regard.

          Accordingly, the Central Bank reiterates its encouragement for providing financial products and services to owners of micro, small, and medium-sized enterprises through the electronic "Tamweel Portal," urging them to utilize the services offered through it and to process requests submitted to the portal within the specified timeframes. The Central Bank also hopes to contribute to media engagement and communication through various channels and social media regarding the transition of the aforementioned electronic "Funding Portal" to the Small and Medium Enterprises Bank.

        • Emphasis on Compliance with the Specified Deadline for Identifying Debt Collection Operations Assigned by Banks and Finance Companies to Debt Collection Entities Licensed By SAMA

          In reference to SAMA Circular No. (44055679) dated 08/07/1444H regarding assigning debt collection operations of banks and finance companies to debt collection entities licensed by SAMA, starting from 01/01/2024G.

          In light of SAMA's supervisory and regulatory role over banks, finance companies, and licensed debt collection entities, SAMA wishes to emphasize the importance of adhering to the deadline specified in the aforementioned circular. It is noted that banks, and finance companies may continue to contract with debt collection entities that have obtained initial approval from SAMA to conduct debt collection activities for finance entities until the end of June 2024G. A list of entities with initial approval from SAMA can be found on SAMA's official website.


          *The deadline has been extended until the end of September 2024, under Circular No. (45077226) dated 26/12/1445 H.

        • Assignment of Debt Collection Operations for Banks and Finance Companies to Debt Collection Entities Licensed by SAMA

          In reference to SAMA Circular No. (44055679), dated 08/07/1444H regarding the restriction of the assignment of debt collection operations of banks and finance companies to debt collection entities Licensed by SAMA. Additionally, further to SAMA Circular No. (45029088), dated 01/05/1445H, which emphasizes the commitment to the specified deadline for restricting the assignment of debt collection operations of banks and finance companies to debt collection entities Licensed by SAMA.

          In light of SAMA's supervisory and regulatory role over banks, finance companies and licensed debt collection entities, SAMA wishes to inform that the deadline for banks and finance companies to contract with debt collection entities that have obtained initial approval from SAMA to conduct debt collection activities for finance entities has been extended until the end of September 2024G. A list of entities with initial approval from SAMA can be found on SAMAs official website.

          For your information and compliance.

        • Confirmation of Compliance with the Deadline for Consolidating the Assignment of Debt Collection Tasks of Banks, Financial Institutions, and Financing Companies to Licensed Debt Collection Entities Authorized by the Central Bank.

           
          Saudi Central Bank

           

          Number: 45029088

          Date: 01/05/1445

          Attachments: None

           

           

          Circular

          Dear/                                                                        Respected

          Peace be upon you, and God's mercy and blessings.

          Subject: Confirmation of Compliance with the Deadline for Consolidating the Assignment of Debt Collection Tasks of Banks, Financial Institutions, and Financing Companies to Licensed Debt Collection Entities Authorized by the Central Bank.

          In reference to the Central Bank Circular No. (44055679) dated 08/07/1444 AH regarding the consolidation of the assignment of debt collection tasks of banks, financial institutions, and financing companies to licensed debt collection entities authorized by the Central Bank, starting from 01/01/2024.

          In light of the Central Bank's supervisory and regulatory role over banks, financial institutions, and licensed debt collection entities, the Central Bank would like to emphasize the importance of adhering to the deadline specified in the aforementioned circular. It is noted that banks, financial institutions, and financing companies may continue to contract with debt collection entities that have obtained preliminary approval from the Central Bank to conduct debt collection activities until the end of June 2024. A list of entities with preliminary approval from the Central Bank can be found on the Central Bank's official website.

          For your information and compliance.

          Best regards,

          Yazeed bin Ahmed descendant of Al-Sheikh

          Deputy Governor for Supervision


          Distribution Scope:

          - Banks and financial institutions operating in the Kingdom.

          - Financing companies operating in the Kingdom.

          - Licensed debt collection entities authorized by the Central Bank.

          - Debt collection entities that have obtained preliminary approval from the Central Bank to conduct debt collection activities for financing entities.