Corporate governance regulations in Saudi Arabia ensure fair treatment to all shareholders. Members of the board of directors are obliged to protect the rights of shareholders and ensure fair and equal treatment.

The regulations prohibit any discrimination between shareholders, who own the same category or class of shares, and enable them to enjoy their due rights.

A joint-stock company is obliged to clarify its internal regulations and policies to ensure all shareholders are aware of their rights; in no way should a company prevent a shareholder from accessing his/her rights.

The board chairman chairs the meeting of the general assembly of shareholders. In his absence, his deputy, or whoever is delegated the authority by the board from among its members, conducts the meeting.

The assembly should be held at least once a year, within six months after the end of a company’s fiscal year. It is convened on the invitation from the board in accordance with the companies’ law and the company’s articles of association. The general assembly may also be held on the request of an auditor, the audit committee, or a number of shareholders whose ownership represents at least 5 percent of the company’s capital.

The assembly’s date, place, and agenda should be announced at least 21 days in advance. The invitation must be circulated and published on the company’s website and in a daily newspaper distributed in the region in which the company’s head office is located. An invitation should be extended to all shareholders by registered letters; however, a company may also invite its shareholders using modern technology.

During the meetings, regulations require companies to provide shareholders with the opportunity to participate effectively and vote. They also have the right to discuss the topics on the agenda of the general assembly and ask questions about them to the members of the board of directors and the auditor. These questions must be answered to the extent that they do not harm the interests of the company.

When the meeting ends, shareholders should be able to check and read the minutes of the general assembly meeting, and the company must provide the Ministry of Commerce with a copy within 10 days from the date of the meeting. It is also permissible to hold general assembly meetings using modern technology, such as video-calling platforms, especially in light of the pandemic.

Implementation of rules protecting shareholders’ rights is important to enhance confidence between them and a company. These rules are in place to ensure a healthy working and investment environment, which ultimately helps everybody grow and prosper.



• Dimah Talal Alsharif is a Saudi legal consultant, head of the health law department at the law firm of Majed Garoub and a member of the International Association of Lawyers. Twitter: @dimah_alsharif

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