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.