Saudi Arabia · Vision 2030
Board governance in Saudi Arabia
The Capital Market Authority’s Corporate Governance Regulations set out how boards of listed companies meet, record their decisions and keep their records. Dafira supports that process: invitations, board packs, minutes, signatures and a register of decisions.
Context
Vision 2030 and the CMA framework
Vision 2030 includes a Financial Sector Development Program that aims to develop a diversified and effective financial sector, including a developed capital market.
For companies listed on the Saudi Exchange, board requirements are set by the Capital Market Authority in its Corporate Governance Regulations. They were issued in 2017 and amended in January 2023 following the new Companies Law. They are mandatory for companies listed on the Main Market, with some exceptions for guiding provisions, and largely guiding for the Parallel Market (Article 2).
The Regulations also set the composition of the board: at least two independent directors, or one third of the board, whichever is greater (Article 16).
CMA Corporate Governance Regulations
What the Regulations ask of the board process
Selected provisions on meetings, minutes and records, summarised, with the part of Dafira that supports each one. The board and its secretary remain responsible for compliance.
Art. 30(b)
The board meets at least four times a year, and at least once every three months.
Board and committee meetings planned in one calendar, with invitations sent to every member.
Art. 30(c)
The invitation reaches each member at least five days before the meeting, with the agenda and the necessary documents, except for urgent meetings.
The agenda and the board pack are published together with the invitation.
Art. 33
The board approves the agenda at the start of the meeting; any member may propose items, and objections are recorded in the minutes.
Agenda builder with items per section; objections and additions recorded in the minutes.
Art. 31
Unresolved remarks by members, and any opinion that differs from a board resolution, are recorded in detail in the minutes.
The minutes keep dissenting opinions and remarks alongside the resolution they relate to.
Art. 35(a)(1)
The secretary documents each meeting: discussions, place, date, start and end times, attendees, decisions and voting results, kept in an organised register. The minutes are signed by the chair of the meeting, the attending members and the secretary.
Attendance, votes and resolutions recorded with the meeting and kept in a decision log; minutes drafted with the AI minute builder and signed electronically.
Art. 35(a)(6–7)
Draft minutes are presented to members for their opinion before signature, and members receive a copy of the signed minutes promptly.
Draft minutes shared in the board pack, where members can annotate them before signature, then circulated once signed.
Art. 38
Management provides board and committee members with complete, clear and accurate information in due course.
One document library per board and committee, with access by role and an AI assistant to question long papers.
Art. 39
The board sets up mechanisms to assess annually the performance of the board, its members, its committees and executive management.
Board evaluation questionnaires, with results kept alongside the board’s records.
Security
Confidential board information
Board papers and minutes stay within the board.
- Hosted on Microsoft Azure infrastructure
- Encryption in transit and at rest
- Access by board, committee and role
- Multi-factor authentication
- Audit trail of access and decisions
- Data protection practices aligned with the GDPR
Hosting location and local data protection requirements, including the Personal Data Protection Law, are discussed with each organisation before deployment.
By role
How each member of the board works with Dafira.
Chair and CEO
Keep the board informed between meetings.
View role pageGeneral counsel
Resolutions, signatures and the audit trail.
View role pageBoard secretary
Invitations, board packs, minutes and the register.
View role pageIndependent director
Information and private discussion for independent oversight.
View role pageSee Dafira with your own board pack
A 30-minute demo with someone who has run board meetings. Bring a real agenda and we will set it up with you.