Obtaining Central Bank approval before accepting the nomination, assignment/reassignment, or appointment/reappointment of leadership positions in financial institutions, public or private, or assuming other responsibilities

---

In the Name of Allah, the Most Gracious, the Most Merciful

Saudi Central Bank
Head Office

Office of the Deputy Governor for Supervision

Ref. No.: 42007671
Date: 12/02/1442 AH
Attachments: None

Circular

To the Esteemed,

Peace, mercy, and blessings of Allah be upon you.

Subject: Obtaining the Central Bank's no-objection before accepting nomination, assignment/reassignment, or appointment/reappointment for any of the leadership position holders in financial institutions with any public or private entity, or assuming other responsibilities.

I refer to the appointment requirements for leadership positions in financial institutions under the supervision of the Saudi Central Bank, communicated via Circular No. (1994/67) dated 10/01/1442 AH, which specifies the minimum fit and proper criteria that financial institutions must follow to assess the suitability of current and prospective leadership position holders, requiring that the leadership position holder possesses the necessary independence to perform assigned duties and responsibilities, has no interests or employment obligations, or other circumstances that may lead to a conflict of interest or affect in any way their ability to perform assigned duties, and I also refer to the Code of Conduct and Business Ethics in Financial Institutions, communicated via Circular No. (7220/3/67) dated 04/12/1441 AH, which includes several professional obligations for financial institution employees.

And since the institution issued the above instructions based on a number of systems governing their implementation; due to the nature of the financial sector and the importance of the efficiency of leadership position holders and their ability to perform their duties in the best manner, and since assigning or appointing any of the leadership position holders in financial institutions to general or private duties or other responsibilities such as board memberships, committees, or similar; may affect the ability of leadership function holders in financial institutions to fulfill their employment obligations and duties stipulated in the systems, institution instructions, or internal policies of financial institutions to the fullest extent, as well as the possibility of a conflict of interest between their functions in financial institutions and those they are nominated for or hold; which may affect the institution's decision to grant no-objection for holding a leadership position in the financial institution.

And based on the foregoing; financial institutions must take necessary action regarding amending their internal policies to ensure that their employees holding leadership positions obtain the financial institution's approval and meet the Central Bank's no-objection; before accepting nomination, assignment/reassignment, or appointment/reappointment with any public or private entity, or assuming other responsibilities such as board memberships, committees, or similar, with reference to the fact that non-compliance is subject to the provisions of Article (20) of the aforementioned requirements.

For information and action as of its date.

Yours sincerely,

Fahd bin Ibrahim Al-Shathri
Deputy Governor for Supervision

Distribution Scope:

• Banks operating in the Kingdom.
• Financing and refinancing companies, and contract registration companies operating in the Kingdom.
• Insurance, reinsurance, foreign insurance companies, and licensed free profession companies operating in the Kingdom.
• Credit information companies operating in the Kingdom.
• Exchange companies and institutions operating in the Kingdom.
• Payment companies and payment systems operating in the Kingdom.

P.O. Box 2992, Riyadh 11169, Tel: 4662200 - Fax: 4662543 ---