| Term | Definition |
| SAMA | Saudi Central Bank*. |
| Financial Institution | An entity subject to the control and supervision of the Central Bank, with the exception of insurance and reinsurance companies. |
| Board | The Board of Directors of the financial institution. |
| Executive Management (Senior Management) | Persons entrusted with managing the daily activities of the financial institution, and proposing and implementing strategic decisions. |
| Member | A member of the Board or any of its committees. |
| Executive Member | A full-time member of the executive management of the financial institution, who participates in managing its daily activities. |
| Non-Executive Member | A member who is not a full-time member of the executive management of the financial institution and who does not participate in performing its daily activities. |
| Independent Member | A member who has complete independence in his position and decisions, and who shall not be subject to the following factors affecting independence, to name but a few: | | a. | if he holds 5% or more of the shares of the financial institution or any other company within its group, or is a relative of a person who owns such percentage; | | | b. | if he is a representative of a legal person that holds 5% or more of the shares of the financial institution or any company within its group; | | | c. | if he is a relative of any member or senior executive of the financial institution, or any other company within its group; | | | d. | if he is a member of any company within the group of the financial institution for which he is nominated to be a member; | | | e. | if he works or used to work, within the preceding two years, for the financial institution, for any party dealing therewith, or for any company within its group, such as external auditors and main suppliers; or if he, within the preceding two years, held controlling interests in any such parties; | | | f. | if he has a direct or indirect interest in the businesses and contracts executed for the benefit of the financial institution; | | | g. | if he receives financial consideration from the financial institution in addition to the remuneration for his membership of the Board or of any of its committees that exceeds an amount of SAR 200,000 or 50% of his remuneration of the last year for his membership of the Board or any of its committees, whichever is less; | | | h. | if he engages in a business where he competes with the main business activity of the financial institution, or if he conducts business in any of the activities practiced by the financial institution; | | | i. | if he served for more than nine years, consecutive or inconsecutive, as a member of the financial institution. | | | j. | If he has a credit relationship, in his name or in the name of any of his relatives, with the financial institution that exceeds SAR 1,000,000. |
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| Relatives | Fathers and mothers; grandfathers and grandmothers; children and grandchildren; and husbands and wives. |
| Substantial Shareholders | Any person who owns 5% or more of the shares of the financial institution or voting rights therein. |
| Related Parties | | | a. | Substantial shareholders in the financial institution; | | | b. | Board members of the financial institution or any of its affiliates and their relatives; | | | c. | Senior executives of the financial institution or any of its affiliates, and their relatives; | | | d. | Board members and senior executives of substantial shareholders of the financial institution; | | | e. | Establishments – other than companies – owned by a member or a senior executive, or their relatives; | | | f. | Companies in which a member or senior executive or any of their relatives is a partner; | | | g. | Companies in which a member or senior executive or any of their relatives is a member of their Board or a senior executive thereof; | | | h. | Joint stock companies in which a member or senior executive or any of their relatives owns 5% or more, subject to the provisions of Paragraph (d) of this definition. | | | i. | Holding companies or affiliates of the financial institution. |
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| Stakeholder | Any person who has an interest in the financial institution, including shareholders, investors, customers, and suppliers. |
