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7
Second. Reference, Compliance and Implementation of Effective
Governan`ce
1)
Reference
This Framework was first prepared by Savola Board in 2004 and has since undergone
amendments. The first update was in 2006 when the first CMA CGR was issued, and the
framework was subsequently amended in 2010 for the second time when the CMA
amended the CGR. The last amendments remained effective over the years. The 2017
amendments are fundamental to Savola's history and experience in the area of corporate
governance, due to the significant changes in the CGR issued by the CMA on 13 February
2017, as well as the operational model previously adopted by Savola, which regulates its
relationship with OpCos.
Savola drafted its CG in accordance with CG codes and international leading guidelines
and practices, which are accepted within the legislative scope a n d applied in the
Kingdom of Saudi Arabia (KSA).
In particular, the Manual has been drafted based on the following:
‐
Laws and regulations of the CMA in the Kingdom of Saudi Arabia and in particular,
CGR issued by the Board of CMA pursuant to resolution No. 8/16/2017 dated
16/5/1438H corresponding to 13/2/2017 based on the Companies Law issued by
Royal Decree no. M/3 dated 28/1/1437H, subsequent amendments
1
and circulars by
CMA.
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The Saudi Companies Law.
‐
Savola Group Bylaws.
‐
General Assemblies meeting resolutions.
‐
International Best Practices in CG such as the Organization for Economic Co-operation
and Development (OECD), S&P disclosure and transparency standards, and the UK
CG Code and other leading practices.
2)
Amendment Procedures
As indicated above, this CG Framework shall not be amended without the approval of
Savola’s Board. In the event of any changes, these shall be incorporated only after fulfilling
the following procedures:
Any amendments initiated or recommended by the management, their consultants or
any other body or Committee assigned by the Board shall be reviewed and approved
by Savola’s Board, except for the policies and regulations that require to be approved
by the GA, which shall be incorporated in the CG documents after being approved by
the GA.
1
The Corporate Governance Regulation was issued by the Capital Market Authority Board Resolution No.
1-212-2006 dated 21/10/1427H corresponding to 12/11/2006 according to the Capital Market Law
issued by Royal Decree No. M/30 dated 2/6/1424H.
