Listed Company Governance: CMA Draft and 28 November | Hespah LLC [Skip to main content](#main-content)[![Hespah LLC](https://centralcdn.hespah.com/home_logolight_file2png.webp)](/en)Search More [Home](/en) [Learning Hub](/en/courses) [About us](https://hespah.com/who-we-are) [Blog](/en/blog) [Contact Us](/en/contact) Login[New Account](/en/register) 1. [Home](/en) / 2. [Blog](/en/blog) / 3. Listed Company Governance: the CMA Draft and 28 November Listed Company Governance: the CMA Draft and 28 November ======================================================== 2026-10-30 / 8 hours ago Saudi Arabia's Capital Market Authority has put a draft amendment to the **listed company governance** regulations out for public comment. The CMA published the call on 29 October 2026, and comments close after thirty days, on 28 November 2026. The draft moves powers to shareholders inside general assemblies and adds obligations on any company whose accumulated losses have reached half its capital. What does the listed company governance draft change? ----------------------------------------------------- The draft amends the Corporate Governance Regulations across four tracks: investor empowerment in general assemblies, board nomination procedures, extra requirements for companies carrying accumulated losses, and related-party transactions. None of it is in force today. What the CMA published is an invitation to comment on the "استطلاع" platform, where the file is titled "Regulatory provisions linked to the project on enhancing corporate governance and protecting investors". ![The four tracks of the CMA listed company governance draft](https://centralcdn.hespah.com/uploads/emils/17933456400.jpg) First: what the shareholder gains in the general assembly --------------------------------------------------------- The strongest item in listed company governance here gives shareholders representing at least 5% of voting shares the right to demand that the assembly convene in person alongside its remote session. The request must be filed within five days of the invitation announcement, and the board has to comply. The CMA also takes power to compel any listed company to convene in person whenever it sees cause. When announcing the invitation, the board must explain how holders of at least 10% of voting shares can request additional agenda items, within five business days of that announcement. Before the meeting it must also disclose how technical failures and loss of access to the meeting platform will be handled, including support channels and the procedure for suspending and resuming the session. Shareholder questions become a standalone agenda item. The board has to open them for five days from the announcement and answer before electronic voting opens, and this particular clause appears in the draft as guidance for companies generally, turning binding for companies carrying accumulated losses. The rest is binding: questions and answers go into the assembly minutes, the minutes are published on the company website within ten business days of the meeting, and sessions are recorded and handed to the CMA on request. Besides listed companies, a fund manager holding voting shares must disclose in the fund's annual report how far it exercised those voting rights. Second: loss-making governance and the clause that names the CFO ---------------------------------------------------------------- The draft rebuilds governance for the loss-making listed company. Its requirements apply where accumulated losses reach 50% or more of capital, from the date the company announces reaching that ratio, and they continue until losses fall below 20% of capital. Inside that regime sits a clause that names the chief financial officer. The board must disclose in its report the targets it used to set the pay of the five most highly remunerated senior executives, the CEO and the CFO among them, each one separately, stating how far each met those targets. A CFO's pay in a loss-making company would therefore be presented next to that CFO's own performance figures. The track also requires: 1. Disclosure on the Saudi Exchange of the names and holdings of shareholders owning 1% or more of the shares, or the largest 20 shareholders, whichever is the greater number. 2. A right for holders of 5% of voting shares to add an agenda item instructing the board to prepare a corrective plan for the losses, covering their root causes, the actions planned, measurable targets and a timetable. 3. Disclosure of that plan on the Saudi Exchange within 60 days of the assembly resolution. 4. A periodic report, monthly or quarterly, on progress against the plan, published within 5 days of period end, showing performance against targets, reasons for any deviation and the steps taken. 5. Board remuneration and its justification put to the assembly for approval, and answers to off-agenda questions given during the assembly or within five business days by announcement on the Exchange. 6. Assemblies convened in person alongside the remote session, holders of 5% able to add one or more agenda items, and shareholders able to raise any question about the company even outside the agenda. A company that has announced reaching this ratio therefore needs a disclosure calendar, not a single decision. A monthly report due five days after month end means a fast management close and performance-versus-target figures ready before the first week is out. ![Ratios and deadlines for extra governance requirements on loss-making companies](https://centralcdn.hespah.com/uploads/emils/17933456411.jpg) Third: listed company governance and board nominations ------------------------------------------------------ Article 18 of the Corporate Governance Regulations, which sets board membership conditions, becomes binding on the Main Market. On the Main Market, the nomination committee must take account of the company's activity, size and board needs when proposing nomination criteria, and keep those criteria clear and free of any condition that limits competition without objective justification. Any amendment to the criteria requires a report on the objective justification for each condition and its effect on nomination opportunities. The committee must also document its reasons for rejecting each candidate, and may not reject one who meets the criteria approved by the general assembly over missing information or documents before letting them complete those within a period it sets. For a vacant seat, and subject to Article 69 of the Companies Law, whoever fills it temporarily should be chosen from the highest-voted candidates at the last election assembly. Article 65 is amended so the nomination window stays open for at least fourteen days from the announcement, down from a month in the current text. Fourth: a new related-party definition -------------------------------------- The draft replaces the definition of "related parties" in the Corporate Governance Regulations with a seven-item list: the company's subsidiaries other than those it wholly owns, major shareholders and whoever holds a controlling stake in them, board members and senior executives of the company, their counterparts at subsidiaries, their counterparts at major shareholders, relatives of those named in items 1, 2, 3 and 5, and any entity controlled by anyone in items 1, 2, 3, 5 and 6. Item 4, the leadership of subsidiaries, sits outside the relatives and controlled-entity reach. With the definition comes a new duty on the audit committee: review the pricing of these transactions, confirm that no preferential prices apply, and give its opinion to the board, and to shareholders where the deal goes to the assembly, on whether it is fair and on its terms. The board must review them and decide on them, confirm their fairness to the assembly, and disclose how directors voted on contracts in which one of them holds a direct or indirect interest. Alongside that widening, the draft carves out transactions that carry no risk of harm, financiers, insurance providers and public utilities among them, provided they run on the same terms the provider applies to all its customers, fall within the company's ordinary activity, carry no preferential terms for the related party, and stay disclosed in the board report. Two paragraphs also move from guidance to obligation: paragraph (c) of Article 51 requiring the audit committee chair to be independent, and paragraph (6) of Article 80. Alongside them, paragraph (3) of Article 41 is amended to bring committee members from outside the board under its provisions, with the board approving their contracts and transactions. Ratios and deadlines in the proposed governance regime ------------------------------------------------------ Item Ratio or period Applies to Request to convene in person 5% of voting shares, within 5 days of the invitation Every listed company Adding an agenda item 10%, within 5 business days of the announcement Every listed company Publishing assembly minutes 10 business days from the meeting Every listed company Board nomination window At least 14 days from the announcement, down from a month Main Market Disclosure of large holders 1% or more, or the largest 20 shareholders Losses of 50% or more Corrective plan 60 days from the assembly resolution Losses of 50% or more Plan progress report Monthly or quarterly, within 5 days of period end Losses of 50% or more End of the extra requirements Losses fall below 20% of capital Losses of 50% or more What to do now -------------- 1. Read the draft articles on the استطلاع platform, set them against the Corporate Governance Regulations as your company applies them today, and log every difference that touches a live procedure. 2. If your accumulated losses stand at 50% or more of capital, cost out a monthly or quarterly report published within five days of each period end, and settle who prepares it and which system the target figures come from. 3. Test the new related-party definition against your current register. Look in particular at relatives of major shareholders and entities they control, because the seven items pull them inside the circle. 4. Ask the audit committee for a written opinion on the pricing of the year's largest related-party transactions. The draft turns that from practice into obligation. 5. File your comments by 28 November 2026, the last day of the window. Thirty days, and it does not reopen once the final text is approved. Frequently asked questions on listed company governance ------------------------------------------------------- ### Are these provisions in force? No. What appeared on 29 October 2026 is a draft open for comment until 28 November 2026, and the CMA said it will study the comments received with a view to approving a final text. The effective date comes with that approval. ### What triggers the extra requirements and what ends them? They start from the date a company announces that accumulated losses have reached 50% or more of its capital, and run until losses drop below 20%. The trigger is the ratio, not the financial year. ### How does the draft affect the audit committee? Three ways: the chair must be an independent member under a binding article, reviewing the pricing of related-party transactions becomes its responsibility, and so does assessing the carved-out transactions. Sources ------- - [Capital Market Authority — public consultation announcement, published 29/10/2026](https://cma.gov.sa/MediaCenter/NEWS/Pages/CMA_N_4143.aspx) - [استطلاع platform — full text of the draft articles](https://istitlaa.scbc.gov.sa/ar/Trade/CMA/EnhancingCorporateGovernance/Pages/default.aspx) On the Hespah blog: [the draft on management discussion in the board report](https://hespah.com/en/blog/cma-mdna-disclosure-draft), [the CMA auditor rules](https://hespah.com/en/blog/cma-auditor-rules-2026), [the Commercial Transactions Law](https://hespah.com/en/blog/commercial-transactions-law-saudi) and [SOCPA professional exam conditions](https://hespah.com/en/blog/socpa-professional-exams-eligibility). This article was written on 30 October 2026 from the Capital Market Authority announcement published on 29 October 2026 and the draft text on the استطلاع platform. *This article is for information only. It does not replace the official sources or advice from a qualified professional before you act.* Articles you might like ----------------------- [![Hadaf support for professional certificates: rules and refunds](https://centralcdn.hespah.com/287/conversions/cover-sm.webp)2026-10-30 ### Hadaf support for professional certificates: rules and refunds Hadaf support for professional certificates: the eight eligibility conditions, the six-month deadline, reimbursement cap](/en/blog/hadaf-professional-certificates-support)[![ACCA DipIFR: eligibility, exam format, fees and dates](https://centralcdn.hespah.com/278/conversions/cover-sm.webp)2026-10-27 ### ACCA DipIFR: eligibility, exam format, fees and dates A DipIFR guide from ACCA sources: six eligibility routes, the four-question exam, excluded topics, standards examinable](/en/blog/dipifr-acca-eligibility-exam-dates)[![Management Discussion in the Board Report: the CMA Draft](https://centralcdn.hespah.com/249/conversions/cover-sm.webp)2026-10-24 ### Management Discussion in the Board Report: the CMA Draft The CMA draft requires a separate management discussion section in listed companies' annual Board report. Consultation c](/en/blog/cma-mdna-disclosure-draft)[![CMA Certification for a Saudi Accountant: Rules and Fees](https://centralcdn.hespah.com/246/conversions/cover-sm.webp)2026-10-24 ### CMA Certification for a Saudi Accountant: Rules and Fees CMA certification for Saudi accountants: membership, degree and experience rules, the fees, case-based questions from Se](/en/blog/cma-certification-saudi-accountant)[![CMA Auditor Rules Amended: What Changed](https://centralcdn.hespah.com/224/conversions/cover-sm.webp)2026-10-24 ### CMA Auditor Rules Amended: What Changed Umm Al-Qura published the amended CMA auditor rules on 23 October 2026: who is covered, registration conditions, ongoing](/en/blog/cma-auditor-rules-2026) [![Hespah LLC](https://centralcdn.hespah.com/home_logolight_file2png.webp)](/en)Tax and Accounting Professional Training [Hespah ](/en)[Courses](/en/courses)[Blog](/en/blog)[Contact us](/en/contact)[Partners & Discounts](https://hespah.com/partners) [Policies ](https://hespah.com/privacy-policy)[Privacy Policy](https://hespah.com/privacy-policy)[Usage and Refund Policy](https://hespah.com/refund-policy) ### Contact us New Castle, DE, 19720 US ### Follow us [](https://www.facebook.com/HespahCo)[](https://www.instagram.com/hespahco)[](https://www.linkedin.com/company/hespahco/)[](https://x.com/hespahco)[](https://www.tiktok.com/@hespahco) ### Payment methods Visa Mastercard Apple Pay All Rights Reserved Hespah LLC © 2026 , Developed by [10 - Ashara](https://10ashara.com)