The Corporate Governance Regulations were issued by the Board of the Capital Market Authority (CMA) to govern listed joint stock companies in Saudi Arabia: shareholder rights, board composition, committees, internal policies and disclosure. They were issued by CMA Board Resolution 8-16-2017 dated 16/5/1438H and amended by Resolution 8-5-2023 dated 25/6/1444H to align with the new Companies Law; some amendments apply from 1 January 2024. Here are the key rules with article numbers.
Reviewed by: Ahmad Farag Al-Sayed MuhammadHead of the Criminal Department at USUS Law FirmLast updated:
Summary
| Topic | Rule |
|---|---|
| Board size | Set by the bylaws, at least three members (Art. 17) |
| Board composition | A majority of non-executive members; independents at least two or one third, whichever is greater (Art. 16) |
| Term | Up to four years, re-election allowed unless the bylaws say otherwise (Art. 17) |
| Multiple boards | No more than five listed company boards at the same time (Art. 17) |
| Audit committee | Charter issued by the general assembly on the board's proposal; at least four meetings a financial year (Art. 54) |
| Remuneration and nomination committees | Non-executive members with at least one independent; charters issued by the general assembly (Arts. 57, 61) |
| Company governance code | Set by the board without conflicting with mandatory rules, monitored and updated (Art. 91) |
| Record keeping | At least ten years at head office (Art. 93) |
Policies a listed company needs
- Conflict of interest policy (Art. 41).
- Remuneration policy (Art. 59).
- Professional conduct policy (Art. 83).
- Disclosure policies and procedures (Art. 86).
- A confidential whistleblowing mechanism set by the audit committee (Art. 55).
Some articles are guidance rather than mandatory, such as a dedicated governance committee (Art. 92) and social responsibility (Art. 84).
Frequently asked questions
Who issued the Saudi Corporate Governance Regulations?
The CMA Board, by Resolution 8-16-2017, amended by Resolution 8-5-2023 to align with the new Companies Law.
How many independent directors must a listed company have?
At least two, or one third of the board, whichever is greater (Art. 16).
Usus Law Firm drafts governance codes, committee charters and policies for listed, closed and family companies. See our commercial and corporate lawyer in Riyadh. Always check the current text on the CMA website, as the Regulations are amended from time to time.
Legal review: the Usus Law Firm team
A select team of lawyers and legal advisers licensed by the Saudi Ministry of Justice, working from Riyadh and Tabuk, with experience before the general, commercial, labor, criminal, personal status and administrative courts. Every article is reviewed before publication and updated when laws or regulations change.
Last reviewed: 26 October 2026
This article is general legal information and is not a substitute for advice on your specific case. Court proceedings in Saudi Arabia are in Arabic; the official Arabic text of each law prevails.
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