Article (6): Disclosure of Financial Information
5.1. The Board must approve the interim and annual financial statements of the Company, and such statements must be signed by a Board member who is delegated by the Board, the CEO and the CFO prior to publishing and distributing them to the Shareholders and others.
5.2. The interim and annual financial statements and the Board’s Report must be submitted to the CMA as soon as they are approved by the Board.
5.3. The Company shall announce, via the electronic applications determined by the CMA, its interim and annual financial statements as soon as they are approved by the Board. Such statements cannot be announced to the Shareholders and the related parties before they are announced on the website of Tadawul.
5.4. The Company shall provide the CMA and shall announce to the Shareholders its interim financial statements, which are prepared and checked in accordance with the accounting standards issued by SOCPA, immediately after they are approved and within a maximum of 15 days after the end of the financial period covered by the said financial statements.
5.5. The Company shall provide the CMA and shall announce to the Shareholders its annual financial statements, which are prepared and checked in accordance with the accounting standards issued by the SOCPA, immediately after they are approved and within a maximum of 40 days after the end of the financial period covered by the annual audited financial statements. In addition, the Company must provide the CMA with and shall announce to its Shareholders its annual audited financial statements within a period of not less than 25 Gregorian days before the date of the annual General Assembly meeting.
5.6. The Company ensures the compliance of the auditor who audits the financial statements, and that of any of his partners, with the regulations of the Saudi Organisation of Certified Public Accountants (SOPCA) with regards to the ownership of any Company shares or securities. This is done to ensure the independence of the auditor, and that of any partner or an employee working with him.
Article (7): Board’s Annual Report
The Company shall attach with its annual financial statements a report by the Board that includes an overview of its operations during the last fiscal year and all the factors affecting its operations which an investor would require in relation to the Company’s securities in order to assess the Company’s assets, liabilities and financial position. The Board’s Report shall include:
1. A description of the principal activities of the Company. If two or more activities are described, a statement must be included for each activity showing the turnover of such activity and its contribution to the Company’s business results.
2. A description of the Company’s significant plans and decisions (including any restructuring, business expansion or suspension of the Company’s operations, the future prospects of the Company's business and any risks facing it).
3. A summary, in the form of a table or a chart, of the Company’s assets and liabilities and of the Company’s business results for the last five financial years or since incorporation, whichever is shorter.
4. A geographical analysis of the gross revenue of the Company.
5. An explanation for any material differences in the operating results of the previous year or any announced forecast made by the Company.
6. An explanation for any departure from the accounting standards issued by SOCPA.
7. The name of every subsidiary, its share capital, the Company’s ownership percentage in it, its main business, its principal country of operation and its country of incorporation.
8. The particulars of the issued shares and debt instruments of every subsidiary.
9. A description of the Company’s dividend policy.
10. A description of any interest in a class of voting shares held by persons (other than the Company’s directors, senior executives and their relatives) that have notified the Company of such interests pursuant to Article (45) of the Registration and Listing Rules and of any change to such interests during the last financial year.
11. A description of any interest, contractually based securities, and subscription rights of the Company’s directors, senior executives and their relatives in the shares or debt instruments of the Company, as well as any change to such interest or rights during the last financial year.
12. Information relating to any borrowings of the Company, whether repayable on demand or otherwise, and a statement of the aggregate indebtedness of the Company as well as any amounts paid by the Company as a repayment of loans during the year. Where the Company has no outstanding loans, then the Company shall provide confirmation to that effect.
13. A description of the classes and numbers of any convertible debt instruments, any contractually based securities, warrants or similar rights issued or granted by the Company during the financial year, together with a clarification of any compensation received by the Company in return.
14. A description of any conversion or subscription rights under any convertible debt instruments, contractually based securities, warrants or similar rights issued or granted by the Company.
15. A description of any redemption or purchase or cancellation by the Company of any redeemable debt instruments and the value of such outstanding securities, while distinguishing between those listed securities purchased by the Company.
16. The number of Board’s meetings held during the last financial year and the attendance record of each meeting, listing the names of all the attendees.
17. A description of any transaction between the Company and any related party.
18. Information relating to any businesses or contract to which the Company is a party and in which a director of the Company, the CEO, the CFO or any person related to any of them has an interest or has had an interest in the past. Where the Company is not a party to such arrangement, then it shall provide confirmation to such effect.
19. Names of joint stock companies where a member of the Company’s Board is also a member on their board of directors.
20. Constitution of the Board and the classification of its members as follows: Executive, Non-Executive, or Independent.
21. A brief description of the competences and duties of the Board's main committees, such as the Audit Committee, the Nomination and Remuneration Committee, and Executive Committee, indicating their names, names of their chairmen, names of their members, and the aggregate number of their respective meetings.
22. Details of compensation and remuneration paid to each of the following:
a) Board members.
b) The top five executives who have received the highest compensation and remuneration from the Company. The CEO and the CFO shall be included if they are not within the top five.
23. Any punishment or penalty or preventive restriction imposed on the Company by the CMA or any other supervisory or regulatory or judiciary body.
24. Clarification as to which provisions of the Corporate Governance Code have been implemented and those which have not, and the reasons for the same.
25. Results of the annual audit which reflect the effectiveness of the Company’s internal control procedures.
26. A description of any arrangement or agreement under which a director or a senior executive of the Company has waived any salary or compensation of his.
27. A description of any arrangement or agreement under which a shareholder of the Company has waived any rights to dividends.
28. Statement of the value of any outstanding statutory payment on account of any Zakat, taxes, fees or any other charges with a brief description and statement of the reasons for the same.
29. A statement as to the value of any investments made or any reserves set up for the benefit of the Company’s employees.
30. Declaration that:
a) Proper accounting records have been maintained.
b) The system of internal control is based on a sound design and has been implemented effectively.
c) There are no significant doubts concerning the Company’s ability to continue its operations.
If any of the statements above cannot be made, the report must contain a statement clarifying the reasons for the same.
31. Any other information that is required to be disclosed pursuant to the Regulations issued by the CMA.
32. If the external auditor’s report contains reservations on the relevant annual financial statements of the Company, then the Board report must clarify such reservations, the reasons for the same and any related information.
33. If the Board recommends that the auditor be changed before the end of the term he is appointed for, then the Directors’ report must state the same as well as the reasons for such recommendation.
Article (8): Reporting related to Securities
8.1. The Company must notify the CMA without delay of any significant change in the ownership or identity of those persons holding more than 1% of the Company’s shares or convertible debt instruments.
8.2. The Company must notify the CMA and the public without delay of the following information:
a) any proposed change in the capital of the Company;
b) any decision or recommendation to declare any profits or to pay dividends or to make any other distributions to the holders of its listed securities;
c) any decision or recommendation not to declare any profits or not to pay any dividends which would otherwise have been expected to have been or recommended to have been declared or paid in the normal course of events;
d) any decision to call, repurchase, draw, redeem or propose to purchase any of its securities and the total amount and value thereof;
e) any decision not to make payment in respect of debt instruments or convertible debt instruments; or
f) any change in the rights attaching to any class of listed shares or to the debt instruments convertible to such shares.
8.3. The Company must also promptly notify the CMA and the public of:
a) any change in the Company’s Bylaws or the location of its principal office;
b) any change in its auditors;
c) the presentation of any winding-up petition, the issuing of any winding-up order or the appointment of a liquidator in respect of the Company and its pursuant to the Companies Law, or the commencement of any proceedings under the Bankruptcy Regulations;
d) the passing of a resolution by the Company or any of its affiliates that the Company be dissolved or liquidated, or the occurrence of an event or termination of a period of time which would require the Company go into liquidation or dissolution;
e) the passing of any judgment, decision, declaration or order by a court or judicial authority of competent jurisdiction, whether at first instance or on appeal, which may adversely affect the Company’s utilisation of any portion of its assets which in aggregate value represent a value in excess of 5% of the net assets of the Company; or
f) the call for convening a General Assembly meeting and the meeting agenda.
Article (9): Language of Announcement, Notifications and Reports
9.1. All announcements, notifications and reports issued by the Company shall be in the Arabic language and the Company may translate the same into English.
9.2. The Arabic language is the official language used to explain and interpret all announcements, notifications and reports. In case of discrepancy between the Arabic version and the English version, the Arabic version shall prevail.
Article (10): Information available to Shareholders
10.1. The Company shall ensure that the Shareholders and the public have easy access to the required information and documentation.
10.2. All the Shareholders shall have the right to review the topics and reports issued by the Company, and they shall be entitled to inquire and request information insofar as this would not prejudice the interests of the Company or contradict with the Law.