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  • Chapter III: Corporate Governance

    No: 43083271 Date(g): 26/4/2022 | Date(h): 25/9/1443Status: In-Force

    • Article 7

      All members of the board of directors or any of its committees must meet the professional eligibility, and the appointment and ‘fit and proper’ criteria set by SAMA. In particular, the member must: 
       
      1.Not combine work in supervising or auditing the Company with being a member in the board of the Company.
       
      2.Not have been dismissed from a leadership or executive position in a financial institution as disciplinary measure.
       
      3.Not be a board member in another real estate financier
       
      4.Not have been convicted of violating the provisions of any penal law, the Banking Control Law, the Capital Market Law, the Cooperative Insurance Companies Control Law and its regulations, finance laws and their regulations, or any other laws or regulations inside or outside Saudi Arabia.
       
      5.Not have been previously convicted of a breach of trust offense, unless rehabilitated, or unless 10 years have passed since the completion of the sentence and on the condition of obtaining a no-objection letter from SAMA.
       
      6.Have the sufficient solvency and have not breached any financial obligations towards their creditors nor have given an indication that they are unable to continue to meet their financial obligations towards their creditors.
       
      7.Be informed of laws and instructions relevant to finance and fully versed in the tasks and responsibilities of board members.
       

    • Article 8

      All candidates for senior management positions must meet the professional eligibility and ‘fit and proper’ requirements set by SAMA. In particular, the candidate must: 
       
      1.Be a permanent resident of the Kingdom of Saudi Arabia.
       
      2.Be professionally qualified, in both applied and theoretical aspects, and must have at least five years of relevant experience.
       
      3.Not have been dismissed from a previous job as a disciplinary measure.
       
      4.Not have been convicted of violating provisions of any penal law or any provisions or regulations of the Capital Market Law, the Banking Control Law, the Cooperative Insurance Companies Control Law, or finance laws.
       
      5.Not have declared bankruptcy or entered into a general settlement with any creditor.
       
      6.Not have been previously convicted of a breach of trust offense, unless rehabilitated, or unless 10 years have passed since the completion of the sentence and on the condition of obtaining a no-objection letter from SAMA.
       
      7.Have the sufficient financial solvency, and shall not have breached any financial obligations towards their creditors nor have given an indication that they are unable to continue to meet their financial obligations towards their creditors.
       

    • Article 9

      1.The board of directors shall constitute specialized committees to expand the scope of its work in areas that require specific expertise. The board shall be responsible for determining the powers of the committees and monitoring their performance. The committees constituted shall include, at least, an audit committee, a risk and credit management committee, an executive committee, and a nomination and remuneration committee.
       
      2.The board of directors shall determine the Company’s policies and work procedures regarding real estate refinance and is entitled to delegate specialized committees in a manner that would not impede the roles exercised by the board. Such policies and procedures must take effect upon receiving a no-objection letter from SAMA.
       

    • Article 10

      1.The senior management of the Company shall constitute an assets and liabilities committee.
       
      2.This committee shall assume its roles regarding assets and liabilities management, its expectations of the future, the potential effects of a change in term cost, and the requirements of liquidity and capital adequacy in line with the size and nature of the Company’s operations.
       

    • Article 12

      1.The Company shall comply with the Principles of Corporate Governance for Financial Institutions supervised and controlled by SAMA.
       
      2.The Company shall develop internal corporate governance regulations that must be approved by the board and submitted to SAMA. Such regulations must include at least the following:
       
       a.A description of the organizational structure, including all departments and functions and their respective tasks and responsibilities.
       
       b.Independence and separation of duties.
       
       c.Internal control laws and regulations.
       
       d.Roles of the board and its committees, the composition and duties of each.
       
       e.Remuneration and compensation policies.
       
       f.Conflict of interest controls.
       
       g.Integrity and transparency controls.
       
       h.Compliance with applicable laws and regulations.
       
       i.Methods for securing confidentiality of information.
       
       j.Safeguards for fair dealings.
       
       k.Protection of the Company’s assets.
       
       l.Protection of stakeholders and dealing with other parties.