| 101. | The Board shall set forth in writing the disclosure policies in line with the disclosure requirements contained in the relevant laws, regulations, and instructions, subject to the following:
|
| | a. | Those policies shall include appropriate disclosure methods to enable stakeholders to access financial and non-financial information pertaining to the financial institution and its performance, including the financial institution’s future orientations and strategic plans, as well as the credit ratings granted thereto by international credit rating agencies.
|
| | b. | The disclosure shall be made in an explicit, correct and non-misleading fashion, and in a timely regular and accurate manner.
|
| | c. | Disclosure policies shall be reviewed periodically and their compliance with the best practices and with the provisions of relevant laws, regulations, and instructions shall be verified.
|
| 102. | The Board shall draft an annual report indicating the operations of the ended fiscal year, provided that it includes, at a minimum, the following:
|
| | a. | Names of the members of the Board, the committees, and the executive management, and their current and previous jobs, qualifications and experience;
|
| | b. | Names of companies inside or outside the Kingdom in which a Board member of the financial institution is a member of their current or previous boards or manager;
|
| | c. | Composition of the Board and classification of its members as follows: an executive member, a non executive member, and an independent member;
|
| | d. | Number of Board meetings held during the ended fiscal year, their dates, and the attendance record of each meeting, listing the names of attendees;
|
| | e. | Any punishment or penalty imposed on the financial institution by the Central Bank or by anysupervisory, regulatory or judicial authority, together with a statement of the reasons for the violation and the agency imposing such punishment/penalty;
|
| | f. | Details of the financial institution’s social contributions;
|
| | g. | A list of the dates of the General Assembly meetings held during the ended fiscal year, and the names of members who attended same;
|
| | h. | Name of each affiliate company or its group, its capital, the financial institution’s ownership percentage therein, its main business activity, its principal country of operation, and its country of incorporation;
|
| | i. | Information related to any businesses or contracts to which the financial institution is a party, or in which a member, executive manager, or any person related to either of them, has an interest. This shall include the names of persons engaged in these businesses or contracts, and the nature, terms, duration, and amount of same. If no such businesses or contracts exist, the financial institution shall submit a statement of same;
|
| | j. | Disclosure of the remunerations granted to members of the Board and its committees, as well as to five senior executives who received the highest remunerations, including the CEO and the financial manager;
|
| | k. | Results of the annual audit and the effectiveness of the financial institution’s internal control procedures, as well as the efficiency of its internal control system. |
