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.