A- Board of Directors
No: M/36 Date(g): 26/11/2020 | Date(h): 11/4/1442 Status: In-Force Article 8
1. The Bank shall have a board of directors composed of the following: a) The Governor, Chairman. b) Two Vice Governors, members. c) Five non-government employees, members.
1 bis-If the Governor is unable to chair a Board meeting, he shall assign one of the Vice Governors to chair the meeting.
2. Nomination of Board members referred to in paragraph 1(c) of this Article shall be made jointly by the Governor and the Minister of Finance; their appointment shall be pursuant to a royal order, and their membership shall be for a renewable term of seven years. If a member’s term expires without his membership being renewed or a replacement being appointed, he shall continue to serve as a Board member. 3. The remuneration and benefits of Board members shall be determined pursuant to a royal order upon the recommendation of the Minister of Finance in coordination with the Governor. Article 9
Any of the Board members referred to in Article 8(1)(c) of this Law shall satisfy the following conditions:
1. Be a Saudi citizen. 2. Be a qualified and an expert in matters related to the Bank’s activities. 3. Have no criminal record related to crimes impinging on honor or integrity, unless such record has been expunged. 4. Have never been declared bankrupt or insolvent, nor intentionally defaulted on paying his debts. 5. Not hold any position or job with a public entity or a financial institution, nor serve as an auditor thereof. 6. Not be an owner or agent of an external auditor’s office. Article 10
1. The Board shall supervise the Bank’s activities and shall be generally responsible for ensuring the soundness of its management and functioning, and shall, to this end and in accordance with the Bank’s objectives, have all the necessary powers. The Board may set the rules, regulations, and policies and issue the directives it deems necessary and appropriate for carrying out Bank activities in accordance with this Law; they shall include, but not be limited to, the following: a) Endorsing the Bank’s strategies and operational plans. b) Approving the Bank’s by-laws, as well as its administrative, financial, technical, monitoring, and human resources regulations. c) Approving the Bank’s organizational structure. d) Determining the Bank’s fiscal year. e) Endorsing the Bank’s general budget and closing accounts. f) Endorsing the appointment of one or more of the Bank’s external auditors and determining their fees. g) Establishing Bank branches or offices. h) Reviewing the Bank’s periodic reports. 2. The Board may, in order to carry out its duties, form standing or interim committees from among its members or others and assign thereto any necessary powers and competences. The committee formation decision shall designate its chairman and members and shall determine its powers and remuneration. The committee may seek the assistance of any person it deems necessary to carry out its duties. 3. The Board may delegate some of its powers to the Governor who may in turn, according to the guidelines and authority matrix endorsed by the Board, delegate said powers to whomever it deems fit from among Bank staff. Article 11
1. The Board shall convene every three months upon the call of its Chairman (1); it may also convene whenever necessary upon the call of its Chairman or at the request of at least three members. 2. A Board meeting shall only be valid if attended by the majority of its members, provided the Chairman or Vice-Chairman (2) is present. 3. Board decisions shall be passed by majority vote of attending members. In case of a tie, the chairman of the meeting shall have the casting vote. Voting may be carried out electronically. 4. The Board may invite experts and specialists from among Bank staff or others to attend its meetings in a non-voting capacity to provide advice, data, or clarifications as requested by the Board. 5. The Board shall appoint a secretary from among Bank staff, and shall determine his duties, remuneration, and term of appointment. 6. Board decisions and meeting minutes shall be recorded and shall be signed by the chairman of the meeting, attending members, and the secretary. (1) The phrase (or his deputy) was deleted from Paragraph (1) of Article (11) pursuant to Clause (Third) of Council of Ministers Resolution No. 412 dated 7/28/1443 AH.
(2) The phrase (or Vice-Chairman) was added pursuant to Clause (Fourth) of Council of Ministers Resolution No. 412 dated 7/28/1443 AH
Article 12
The Governor shall submit to the King a request to appoint a replacement Board member, in accordance with Article 8(2) of this Law, if a member:
1. dies; 2. no longer satisfies the membership requirements stipulated under this Law; 3. requests to be discharged; 4. does not attend three consecutive meetings and does not provide an acceptable excuse to the Board or obtain the consent of the Chairman; 5. becomes unable to perform his duties for any reason; or 6. grossly breaches any of his duties, as determined by the Board.
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