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  • 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.