Fit and Proper Form
No: 199400000067 Date(g): 9/9/2019 | Date(h): 10/1/1441 Status: In-Force To download the word version of the form, please click here.To download the PDF version of the form, please click here.Instructions
1. The following terms and phrases wherever mentioned herein, shall have the meanings assigned thereto unless the context otherwise requires: Kingdom: The Kingdom of Saudi Arabia. SAMA: Saudi Central Bank*.
Financial Institution: The institution whose name is indicated in this Form, and in which the Candidate will have the Proposed Position.The Candidate :The person whose name is indicated in this Form and who is a candidate for the Proposed Position in the Financial Institution.
Proposed Position: The Leadership position in the Financial Institution as defined in the Requirements for Appointments to Senior Positions in Financial Institutions Supervised by SAMA (Second edition 2019).Form: The Fit and Proper Form.
Relevant Laws, Regulations, policies, and Instructions:
the laws, regulations, rules ,policies, and instructions to which the Financial Institution and/or the Proposed Position are subject, including but not limited to the following :
- Banking Control Law, and related rules and instructions, if the Financial Institution is a bank or a branch of a foreign bank; - Law on Supervision of Cooperative Insurance Companies, its Implementing Regulations, other related regulations, rules, and instructions, if the Financial Institution is an insurance and/or reinsurance company or an insurance-related service provider; - Law on Supervision of Finance Companies, its Implementing Regulations, and other related rules and instructions, if the Financial Institution is a finance company; - Rules Governing Money Changing Business, and other related instructions and circulars, if the Financial Institution is a money exchanger center; - Credit Information Law and its Implementing Regulations, if the Financial Institution is a Credit Bureau company. Related Party: - Fathers, mothers, grandfathers, grandmothers; - Children, grandchildren; - Siblings, maternal and paternal half-siblings; - Husbands and wives; - Any person in a relationship with the Candidate that may affect his/her independence. 2. The information provided by the Candidate in this Form must be true, accurate, precise, and complete and does not contain any false, incorrect or misleading information, nor conceal any material information, and has to be signed by the Candidate. Without prejudice to the relevant regulations, SAMA may exclude any violated nomination without any responsibility. 3. This Form must be read in conjunction with the Requirements for Appointments to Senior Positions in Financial Institutions Supervised by SAMA (Second Edition 2019). 4. The Financial Institution must explain the Form to the Candidates and ensure that it is completely filled in with true information, and disclose to SAMA, in writing, any information related to the fit and proper status of the Candidates and any changes that may affect the validity, accuracy, precision, or completeness of the answers provided in this Form within a maximum period of (5) business days from the day of obtaining such information or the occurrence of the change. 5. The Financial Institution must submit all the documents listed in Appendix (B) attached to the Requirements for Appointments to Senior Positions in Financial Institutions Supervised by SAMA (Second Edition 2019) 6. If extra space is required to answer any question, the answer shall be written on another paper attached to the Form stating the question and its number and signed by the Candidate. 7. The Form shall never be modified. 1. Candidate Information
Full Name as appears on official ID Any other different previous name(s) of
the Candidate
(Nationality(ies) National ID number /Resident ID number Passport number Date of birth Country and city of birth Current residential address Permanent address residential
(if different from current address)
Mobile phone number Alternative phone number Email address National Address Are you a permanent resident in the Kingdom? ⬜ Yes ⬜ No 2. Proposed Position Information
Proposed Position
(Decide the appropriate choice by adding a mark )
⬜ Chairman of Board of Directors. ⬜ Vice Chairman of the Board. ⬜ Board Member . ⬜ Member of Board Committee (specify name of committee and position): ⬜ Member of Senior Management (specify title of position): Name of Financial Institution Type of Financial Institution
(Decide the appropriate choice by adding a mark )
⬜ Bank . . ⬜ Insurance and/or reinsurance service company or insurance-related service provider. ⬜ Finance and/or refinance company, or finance support company or contract registration company. ⬜ Money Exchanger Center. ⬜ Credit Bureau Company. ⬜ Payment Systems and Fintech Company. ⬜ Other (specify) 3. Provide details of all accredited academic qualifications you have obtained.
Degree
Major
Institution and Country
Year of Completion
4. Provide details of all accredited professional qualifications you have completed.
Qualification
Major
Institution and Country
Year of Completion
5. List your current positions and previous positions in the past ten years ( Board member, manager or any other position according to the C.V).
Name of Institution
Position
Start Date
End Date
Reason(s) for Leaving Position
6. List all the companies in which you currently own shares directly or indirectly.
Name of Company
Company’s Address
Nature of Business
Ownership Percentage
7. Provide details of all shares you are holding in this Financial Institution that are registered under your name or the name of Related Party.
Name under which Shares are Registered
Relationship
Number of Shares
Ownership Percentage
8. Provide details of all shares(NOT registered under your name or the name of Related Party) in this Financial Institution that concern you or concern a Related Party from a beneficial point of view.
Name under which Shares are Registered
Number of Shares
Ownership Percentage
9. Are you a trustee or attorney of any Related Party that hold any shares in this Financial Institution?
⬜ Yes
⬜ No
If “Yes, ”please provide details:
10. Are any of the shares mentioned in answers of Questions (7), (8), and (9) related to the account of another party or legally pledged?
⬜ Yes
⬜ No
If “Yes, ”please provide details:
11. Are you a shareholder, board member, or member of board committee or manager in any other company that is licensed or has applied for a license to engage in an activity that is governed by SAMA or Capital Market Authority?
⬜ Yes
⬜ No
If “Yes, ”please provide details:
12.Answer the questions by adding a mark (X) where appropriate. Ref. Questions
Answer
Yes
No
1 Honesty, Integrity and Good Reputation 1.1 Have you ever been convicted of any offence, whether in the Kingdom or elsewhere? ⬜ ⬜ 2.1 Have 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? ⬜ ⬜ 3.1 Have 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? ⬜ ⬜ 4.1 Have 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? ⬜ ⬜ 5.1 Have 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? ⬜ ⬜ 6.1 Have 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? ⬜ ⬜ 7.1 Have 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? ⬜ ⬜ 8.1 Have you ever been convicted of a violation of Banking Control Law ,Capital Market Law, Law on Supervision of Cooperative Insurance Companies ,and Law on Supervision of Finance Companies, the regulations of such laws, Rules Governing of Money Exchange Activities or any other laws or regulations, whether in the Kingdom or elsewhere? ⬜ ⬜ 9.1 Have 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? ⬜ ⬜ 10.1 Have 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? ⬜ ⬜ 11.1 Have 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? ⬜ ⬜ 12.1 Have you ever been subject to a judicial order or settlement order in relation to commercial, investment, or other financial business, misconduct or misappropriation of funds, whether in the Kingdom or elsewhere? ⬜ ⬜ 13.1 Have 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? ⬜ ⬜ 14.1 Have you ever resigned from any role or position whilst under investigation, whether in the Kingdom or elsewhere? ⬜ ⬜ 15.1 Are 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? ⬜ ⬜ 16.1 Are 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? ⬜ ⬜ 2 Competence and Capability 1.2 Has any supervisory authority, professional body, or similar bodies, ever objected or refused to provide non-objection on your appointment to any role or position, whether in the Kingdom or elsewhere? ⬜ ⬜ 2.2 Have you ever been declared incompetent as a director or in any managerial capacity, or disqualified from acting in such capacity, whether in the Kingdom or elsewhere? ⬜ ⬜ 3.2 Have you ever been dismissed, isolated or requested to resign from a role or position of attorney, trustee, whether in the Kingdom or elsewhere? ⬜ ⬜ 4.2 Do you lack any of the educational qualification, experience, relevant skills, and knowledge, required to perform your duties in the Proposed Position? ⬜ ⬜ 5.2 Are there any potential impediments to your commitment, in terms of time and effort, to perform your role in the Proposed Position effectively? ⬜ ⬜ 3 Financial Soundness 1.3 Have 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? ⬜ ⬜ 2.3 Have 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? ⬜ ⬜ 3.3 Have 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? ⬜ ⬜ 4.3 Have 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? ⬜ ⬜ 5.3 Have 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? ⬜ ⬜ 4. Independence 1.4 Was your designation for the Proposed Position with the Financial Institution based on the direction, instruction, or recommendation of an individual or institution? ⬜ ⬜ 2.4 Will you be acting on the directions or instructions of any individual or institution in carrying out your duties in the Proposed Position? ⬜ ⬜ 3.4 Are any of the shareholders, board members, or managers of the Financial Institution or its subsidiaries considered a Related Party to you? ⬜ ⬜ 4.4 Will you have any other relationship (e.g. shareholding, board membership, management membership, or commercial or financial relationship) with the Financial Institution beyond the Proposed Position? ⬜ ⬜ 5.4 Have you ever supervised or audited the Financial Institution, or provided consultations or other services to the Financial Institution, either in your personal capacity or through an entity in which you are a shareholder, a board member, or a manager? ⬜ ⬜ 6.4 Do 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 Or contractual relationship in any way with the Financial Institution? ⬜ ⬜ 7.4 Are you a shareholder, board member, or manager of an institution in the Kingdom that conducts same activity)ies) as Financial Institution or similar activity(ies)? ⬜ ⬜ 8.4 Do you have a credit relationship with the Financial Institution under your name or one of your Related Party that exceeds the amount stipulated in the Financial Institution Governance Regulations? ⬜ ⬜ 9.4 Are you aware of any business interests, financial interests, employment obligations, or any other situations which might give rise to conflict of interest or which could in any way impair your independence and ability to discharge your duties effectively in the Proposed Position? ⬜ ⬜ If any of the answers to the questions above is “Yes”, please provide detailed answers for all questions to which you responded “Yes” in the following space with reference to the question concerned.
Ref.
Detailed Answers
Note : If extra space is required to answer any question, the answer shall be written on another paper attached to the Form stating the question and its number and signed by the Candidate.
13. Are there any other material facts that were not provided in this Form that may affect SAMA’s decision regarding your appointment to Proposed Position in the Financial Institution?
⬜ Yes
⬜ No
If “Yes, ”please provide details:
* The Saudi Arabian Monetary Agency was replaced by the name of Saudi Central Bank in accordance with The Saudi Central Bank Law No. (M/36), dated 11/04/1442H, corresponding 26/11/2020AD.
Acknowledgement
I hereby acknowledge that I have read all of the Applicable Laws, Regulations ,policies ,and Instructions. I am aware that providing any false or misleading information or documents on the conduct of business or financial activities in the Kingdom to SAMA, any other entity ,or any natural or legal person ,whether on purpose, inadvertently or by negligence, is a punishable violation under the provisions of the relevant laws and regulations.
I also acknowledge that the information given in the answers to this Form are complete, right and accurate and in accordance with the laws, regulations, policies, and instructions applicable in the Kingdom, and there is no other relevant material information not disclosed in this Form or its attachments. I undertake that I will provide SAMA with any information or documents SAMA deems necessary to assess the validity of the information provided in this Form within the specified period by SAMA or (10) business days from the date of requesting such information or documents.
I also acknowledge and agree that SAMA has the right to request additional information or documents from any third party as it deems appropriate to assess the validity of the information provided in this Form and assess the fitness and propriety of Candidate for the Proposed Position.
I undertake that, as long as I am in the Proposed Position, I will notify SAMA of any information or changes that may affect the accuracy, adequacy or completeness of the answers written in this Form within a maximum period of (5) business days from the day of obtaining such information or the occurrence of the change. In case of failing to do so ,SAMA has the right to cancel the no objection if issued and I shall be subject to the prescribed penalties.
Name of Candidate Proposed Position Signature Date Attestation by the Financial Institution
By attesting this Form, the Financial Institution confirms that the Candidate who signed this Form is fit and proper in accordance with the Requirements for Appointments to Senior Positions in Financial Institutions Supervised by SAMA and the policies and procedures of the Financial Institution in regard to fitness and propriety of individuals. We also confirm the validity of the information provided by the Candidate in this Form.
By signing this Form on behalf of the Financial Institution, I confirm that I have carefully read this Form after it has been completed and signed by the Candidate. All certificates, academic and professional qualifications and work experience have been verified and all information provided in this Form is confirmed to be true.
Name of Financial Institution Name of The Person in Charge Position Signature Date Stamp by the Financial Institution