Saudi Top Trading Company

  • Al Noor District, Riyadh 14321, Kingdom of Saudi Arabia
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  • Al Noor District, Riyadh 14321, Kingdom of Saudi Arabia
  • +966 11 2420001
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CORPORATE GOVERNANCE

Corporate governance is an integral part of the core values of Saudi Top Trading Company. It serves as the foundation for the way we run our company and our relationship with stakeholders.

We believe that applying the highest standards of governance is essential for preserving and maintaining our business integrity, performance, and sustainable growth. 

Saudi Standards of Corporate Governance

The Capital Market Authority Board in the Kingdom of Saudi Arabia issued regulations to apply the standards and requirements of corporate governance, starting from the year 2012, to all companies in the Saudi capital market, whether they are listed companies or authorized individuals.

This is considered part of the efforts of the Capital Market Authority to improve and enhance quality, transparency, and disclosure in the securities business sector, in order to create a welcoming and appropriate investment environment.

The company systems

Policies, Disclosure and Transparency

  • Dividend Policy
  • Conflict of interest Policy
  • Remuneration Policy for the Board of Directors and its Committees

The Corporate Structure

  • Board of Directors Charter
  • Audit Committee Charter
  • Board Membership Policies

Rights associated with the General Assembly meeting

  1. Competencies of the ordinary General Assembly.
  2. Competencies for the extraordinary General Assembly.
  3. General Assembly Agenda:
  • When preparing the General Assembly agenda, the board of directors must consider the issues that shareholders wish to include. Shareholders who own at least 5% of the company’s shares may add one or more topics to the agenda of the General Assembly.
 
  • The Board shall separate each of the topics/items listed on the agenda of the General Assembly meeting as an independent item, and will not combine significantly different matters/topics under one agenda item, nor combine the businesses and contracts in which Board members have a direct or indirect interest under one item, for the purpose of obtaining shareholders’ vote for an item as a whole.
 
  • Information regarding the general assembly agenda should be accessible to all shareholders through the website – immediately upon publishing the invitation for the General Assembly to convene- especially Board of Directors report, auditing committee reports, financial statements and accounting reports. This is to enable shareholders to make well-informed decisions. The company shall update this information in the event of an amendment to the agenda of the General Assembly.

4. Management of The Shareholders’ Assembly:

  • The shareholders’ general assembly shall be chaired by the Chairman of the Board of Directors or his deputy in their absence or whomever the Board of Directors delegates from among its members for that purpose, in the absence of the Chairman and their deputy.

 

  • The Chairman of the Shareholders’ Assembly is committed to providing the opportunity for shareholders to actively participate and vote in the meetings of the General Assembly and should avoid putting in place any procedure that would impede attendance at the Assembly or the use of the shareholders’ right to vote. Shareholders shall be informed of the rules governing these meetings and the voting procedures.

 

  • Shareholders have the right to discuss the topics on the agenda of the General Assembly and direct questions about them to the members of the Board of Directors and the auditor. These questions must be answered to the extent that the company’s interest is not harmed.

 

  • Shareholders must be able to view the minutes of the General Assembly meeting, and the company must provide the Authority with a copy of it within ten days from the date of the meeting.

 

  • The company shall announce to the public and notify the Authority and the Market – in accordance with the regulations determined by the Authority – of the results of the General Assembly immediately upon its conclusion.
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Stakeholder Rights (General Rights)

The shareholder's right access information

  • The Board of Directors is committed to providing clear, comprehensive, correct, and non-misleading information to enable shareholders to fully exercise their rights. This information is provided in a timely manner and is regularly updated.
 
  • The means of providing information to shareholders must allow for clarity and detail and must include details on the company’s information that the shareholder can obtain, and it must be made available to all shareholders of the same category.
 
  • The most effective means of communicating with shareholders must be followed without discrimination between stakeholders in providing information.

Election of The Members of the Board of Directors

  • The company should publicly announce on the website, information about the candidates eligible for membership of the Board of Directors or send an invitation for a general assembly meeting, while ensuring that the information includes a description of the candidates’ experiences, qualifications, skills, previous and current memberships, and jobs.
 
  • Cumulative voting must be used in the election of the Board of Directors, so that voting rights per stock may not be used more than once.
 
  • General Assembly voting is limited to the candidates eligible for membership of the Board of Directors whose information the company previously announced in reference of the first paragraph/point.

Communication with Stakeholders

  • The Board of Directors ensures that communication between the company and its shareholders is based on a common understanding of the company’s strategic goals and interests.
 
  • The Chairman of the Board of Directors and the Chief Executive Officer have the responsibility of informing the remaining members of the Board of Directors of the shareholders’ opinions and discussing it with them.
 
  • No shareholder may interfere with the Board of Directors’ work or the Executive Management of the company unless they are a member of the board of directors or of its executive management, or their intervention is made through the General Assembly and is in accordance with its competence and within the limits and conditions approved by the Board of Directors.

Obtaining Dividends

  • The corporate structure clearly defines dividend percentages that are distributed to the shareholders from the net profit after putting into consideration the statutory reserve and other reserves.
 
  • The Board of Directors must set a clear policy regarding the distribution of dividends to achieve the interests of the shareholders and the company as a whole in accordance with the company’s system, policies and structure.
 
  • Shareholder are entitled to their share of the profits based on the General Assembly decision issued regarding the distribution of profits to shareholders, or the decision of the Board of Directors to distribute interim profits. The decision must clearly indicate the date of maturity and the date of distribution and must be implemented in accordance with what is stipulated by the regulatory controls and procedures issued in implementation of the Companies Law of Listed joint stock companies.