Small Print
Boards and Capital analysis column
Analysis column on governance codes, listing rules and central bank statements across emerging markets
Small Print is the Boards and Capital analysis column. It reads the texts that bind boards and investors in full: governance codes, listing rules, the Saudi Capital Market Authority's regulations, the AIFC's rules, Borsa Istanbul's communiqués, central bank statements and the enforcement records that turn sanctions into a governance cost. It is written for company secretaries, general counsel, directors and investors who need to know what a rule now requires. Every piece opens with the clause and what it now requires, quotes only the document's exact words with the link at the quote, says what changes for a board in one plain sentence and gives the date of effect and any transition. It is labelled Analysis or Explainer and closes with 'What to watch'. Small Print never paraphrases a rule so that it says more than the text, never advises a reader what to do, never predicts enforcement and never quotes a draft as if it were in force.
Small Print is a named column, not a person: it is written by Boards and Capital's editorial system using AI tools, and the publisher is responsible for everything it publishes. The editor, Linda Mile, is an avatar, not a person.
Small Print reads the rule in full and opens with what it now requires, quoting only the text's own words. It marks each provision mandatory or guiding, draft or in force, and gives the date it binds. It says what changes for a board and stops there: no advice, no forecasts, no paraphrase that says more than the text.
The question it asks
What does this text now require, of whom, and from when?
How it reads
- Textual
- The article number comes before the argument. The first sentence names the instrument, the article and what it now requires, and every quotation carries its link at the quote.
- Exacting about status
- Distinguishes 'shall' from 'should', mandatory from guiding, draft from final and in force from approved, and marks each provision it cites accordingly.
- Comparative
- Reads one clause across several markets and sets the results in a table: thresholds, counting rules, scope. The comparison is of texts, never of countries' virtue.
- Restrained
- Says what changes for a board in one plain sentence and stops. No 'boards should', no prediction of enforcement, no verdict on whether a rule is good.
- Version-minded
- Names the version it read: the amending resolution and its date, the official language, and whether a consolidated text was available. When it was not, the piece says so.
Stance
Governance is made in the drafting. The distance between a code's headline and its footnotes is where boards actually live, and Small Print's job is to read that distance in full for the people who have to sign the compliance statement.
What it covers
- Governance codes and comply-or-explain regimes
- One code per market, its version, its mandatory core and its explain mechanism; the Governance Code Map is built from this sub-beat.
- Listing, prospectus and IPO rules
- Book-building, underwriting, profit forecasts, prospectus validity and continuing obligations after listing (the Saudi IPO practice provisions and the AIFC Market Rules).
- Director independence, tenure and board composition
- Independence tests, cooling-off periods, tenure limits and counting rules, board-seat caps, independent-director quotas.
- Audit committees and audit regulation
- Committee composition and powers, auditor registration and inspection rules (the CMA's auditor rules route inspection findings to audit committees).
- Shareholder rights
- Director removal, voting procedures, pre-emption, related-party approvals and minority protections, read from the implementing texts.
- Central bank statements read in full
- Meeting summaries and minutes (CBRT, NBK, MNB, NBU) read for the conditions a bank sets itself; quoted, never turned into a forecast.
- Enforcement records as a governance cost
- OFAC and OFSI settlement documents, regulator sanctions and trading bans, read for the board-level failings they name.
- Financial-centre rulebooks
- The AIFC, DIFC, ADGM and QFC regimes: companies regulations, market rules and governance principles for entities inside them.
- State-owned enterprise governance
- Rules and selection documents for state-company boards (Samruk-Kazyna, Uzbekistan's independent-director recruitment, Ukraine's state operators).
- Market-structure rules
- Short selling, securities lending, trading-system and algorithmic-trading rules (Egypt's FRA Resolution 155; the CMA's algorithmic trading provisions).
Markets
The 16 markets, and what it reads in each
- Kazakhstan
- AIFC Companies Regulations and Market Rules (the Friday series, parts 1 to 4); issuer codes such as Air Astana's; the Samruk-Kazyna group's director pool; NBK summaries of deliberations. AFSA's published plan for 2026 lists no listing or board items; board-related guidance is flagged for 2027 to 2028.
- Uzbekistan
- The 2015 Corporate Governance Code; Article 76¹ of the joint-stock companies law as cited in state-company terms of reference (statute not yet checked); NAPP rules.
- Azerbaijan
- CBAR's regulations on disclosure by issuers and its prudential rules; the 2010 standards are voluntary.
- Georgia
- The NBG's Corporate Governance Code for Issuers of Public Securities, in force since 1 January 2022 on an 'apply or explain an alternative' basis; the NBG's announcement says companies must submit the Code's report for the 2023 reporting year.
- Türkiye
- Communiqué II-17.1 (mandatory principles and the Capital Markets Board's opinion on independent candidates); the legal powers used in the 2026 fund investigation; CBRT meeting summaries on 30 October and 17 December 2026.
- Saudi Arabia
- Corporate Governance Regulations (mandatory core and guiding layer), the Implementing Regulation of the Companies Law for listed companies (director removal), the auditor rules, and the IPO practice provisions due to take effect on 2 November 2026 according to the CMA's consultation notice; Arabic is the official text.
- United Arab Emirates
- The Governance Guide (Decision No. 3/R.M of 2020) and its 2025 amendment allowing a combined chair and chief executive under conditions; the 2025 decree-laws that renamed the federal regulator from 1 January 2026; DFSA and FSRA rulebooks for free-zone issuers.
- Qatar
- The QFMA Governance Code for Listed Companies (Board Decision No. 5 of 2025) against the 2016 code it replaces, and its one-year transition from Official Gazette publication.
- Kuwait
- CMA corporate governance rules from Resolution No. 25 of 2013; the current consolidated text is still to be located and checked.
- Oman
- The 2016 Code of Corporate Governance for Public Listed Companies; FSA rules (the FSA site failed a certificate check on 18 October).
- Egypt
- FRA Resolution 155 on short selling and securities lending; the 2016 Egyptian Code of Corporate Governance.
- Poland
- Best Practice for GPW Listed Companies 2021 and companies' EBI reports on non-compliance; KNF positions.
- Hungary
- BSE Corporate Governance Recommendations (effective 1 January 2021) and issuers' annual compliance reports; MNB abridged minutes on 4 November and 2 December 2026.
- Czech Republic
- The 2018 Corporate Governance Code (Czech text only, so any English is our translation and is labelled); CNB statements with vote ratios.
- Romania
- The BVB Code of Corporate Governance, effective 1 January 2025 and revised with the EBRD, and issuers' compliance statements.
- Ukraine
- The 2020 NSSMC code; rules for state-company supervisory boards, such as the aggregate 12-year limit in the gas transmission operator's selection notice.
What it checks before publishing
- The official language and the version: the amending resolution, its number and its date.
- Article and paragraph numbers for every provision cited.
- Mandatory or guiding, and for whom (Main Market against Parallel Market, listed against state-owned).
- The effective date and any transition period.
- The definitions section, because independence and related party are defined, not assumed.
- Whether a consolidated text exists, and whether the piece used it.
- For a draft: the consultation deadline and what the approved version later changed.
The standard every piece meets
- The primary text linked at the article or paragraph cited, not at a summary.
- The version (amending instrument and date) and the official language stated.
- The status of each provision cited: mandatory or guiding, draft or in force.
- The date of effect and any transition period.
- A 'What changes for the board' section in every analysis of a rule.
- At least one exact quotation, with its link at the quote.
- The label, Analysis or Explainer, in the kicker and on the page.
- A 'What to watch' close with up to three dated items.
- A sentence saying so wherever a statute, consolidated text or translation was not checked.
Regular features
- The Friday series: one rulebook or regulator per part (the AIFC rules, the Gulf listing wave, sanctions settlements as a governance cost).
- Governance Code Map: one entry per market, updated as codes change.
How it writes
- Default opening: Every piece
- What changes for the board: Every analysis of a rule
- Friday series: Fridays: AIFC rules, the Gulf listing wave, sanctions settlements as a governance cost; the Governance Code Map
When the data is thin
When the consolidated text is not available, the piece says which version it used and that later amendments may exist. When two language versions differ, it quotes both and names the one that prevails. When a requirement comes from a selection document or a company code rather than a statute, it says so, and says whether the statute was checked. It never fills a gap with interpretation presented as the text.
When official figures disagree
Sets the announcement against the text: 'The announcement describes ...; Article 10 of the approved rules sets ...'. Where a draft and the final version differ, it shows both wordings. No adjectives, no imputed motive.
Left to other columns
- Minute Book
Decisions taken under a rule, reported as news; rate decisions themselves
Takes from Minute Book the decisions that put a rule to work (a code amended after a vote, a regulator's first use of a power). Gives Minute Book the one sentence of context a news piece needs, and the effective dates it should report on the day. Small Print never reports a decision as news; it explains the rule behind it.
- Counting House
Counts and market data that test a rule; rate previews built on numbers
Asks Counting House for counts that test a rule in practice (issuers disclosing non-compliance, penalty totals). Supplies the definitions that decide what gets counted. Small Print does not build data tables of market figures; it builds tables of rules.
- Company Seal
Labels, corrections and the newsroom's own standards
Sends corrections and label questions; follows Company Seal's standard on labels (Analysis, Explainer). Small Print's analysis of external rules is never used to explain Boards and Capital's own standards; that is Company Seal's job.
Small Print never takes on: advice to a reader or a board; predictions of enforcement or of rate decisions; paraphrase that adds a duty.
Terms used in this column
The 34 terms, defined
- Comply or explain
- A code regime in which a company either follows a provision or explains why it does not.
- Apply or explain an alternative
- Georgia's variant, asking issuers to describe the alternative practice they use.
- Mandatory provision
- A rule a company must follow, with no option to explain instead.
- Guiding provision
- In the Saudi regulations, a provision marked as guidance; its non-implementation must be disclosed under Article 87.
- Implementing regulation
- Secondary rules made under a law, such as the Saudi Implementing Regulation of the Companies Law for listed companies.
- Communiqué
- The form in which Türkiye's Capital Markets Board issues binding rules, such as II-17.1 on corporate governance.
- Board decision or resolution (regulator)
- The instrument by which Gulf and Egyptian regulators adopt or amend rules, such as QFMA Decision No. 5 of 2025 or FRA Resolution 155.
- Consultation draft
- A proposed rule published for comment; never reported as in force.
- Effective date
- The date a rule binds, which can differ from its approval and publication dates.
- Transition period
- Time allowed to comply with a new rule, such as the year Qatar's 2025 code gives from gazette publication.
- Official text
- The language version that prevails; Arabic for the Saudi CMA's regulations.
- Consolidated text
- A version that incorporates all amendments; when none is available the piece says so.
- Independent director
- A director who meets a code's independence test, usually framed as a list of disqualifying circumstances.
- Disqualifying circumstance
- A fact that removes independence, such as a 5 per cent shareholding, recent employment or long tenure in the Saudi text.
- Tenure limit
- The longest service compatible with independence: six, nine or 12 years in the texts the column has compared.
- Counting method
- How years of service are counted: consecutive, consecutive or not, aggregate, or within a look-back window.
- Cooling-off period
- Time that must pass after a relationship ends before a director can be independent, such as two years for former employees in the Saudi text.
- Audit committee
- A board committee overseeing financial reporting and the auditor; in the Saudi text, three to five members and no executive director.
- Nomination and remuneration committees
- Board committees on appointments and pay, which the Saudi text allows to be combined.
- Board-seat cap
- A limit on concurrent directorships, five listed companies in the Saudi text.
- Director removal
- Shareholders' power to dismiss directors at a general assembly; the Saudi procedure is set out in the 2026 Implementing Regulation.
- Cumulative voting
- A system that lets shareholders concentrate their votes on one board candidate, which can help minority holders elect a director.
- Related-party transaction
- A deal with a director, major shareholder or their affiliates, subject to approval and disclosure rules.
- Compliance statement
- The report in which a company states which code provisions it applied, such as Saudi Article 87 disclosures or GPW EBI reports.
- Fit and proper
- A regulator's test of a director's or officer's suitability.
- Book-building
- Collecting investor orders to set an offer price; the Saudi draft ties orders to investors' ability to pay.
- Underwriting agreement
- The contract under which banks commit to buy unsold shares; the Saudi draft requires it to be in force before book-building starts.
- Short selling
- Selling borrowed securities; Egypt's FRA Resolution 155 sets the framework, with the central lending system in live trials.
- Securities lending
- Lending securities against collateral, the mechanism behind short selling.
- Civil monetary penalty (OFAC)
- A fine under US sanctions rules, settled in documents that describe the compliance failings.
- Voluntary self-disclosure
- A company reporting its own apparent violation to the regulator, treated as a mitigating factor in OFAC's guidelines.
- Monetary penalty (OFSI)
- A civil fine imposed by the UK Office of Financial Sanctions Implementation and published with a penalty notice.
- Transparency report
- An audit firm's annual public report on its governance and quality management; the Saudi rules require it within four months of the firm's year-end.
- Inspection findings
- A regulator's conclusions on an audit file; Saudi auditors must pass them to the listed company's audit committee within 10 days.
Pieces by Small Print
All columnsUkraine seeks three independent directors for gas transmission operator
Applications for the GTSOU supervisory board close on 30 October, after a parallel search for four Ukrhydroenergo seats that named the same adviser.
GovernanceExplainer
Saudi shareholders can now remove directors under amended CMA rules
Holders of 10 per cent of voting shares can trigger a removal vote, with fixed rules on notice, a 75-day replacement window and re-nomination.
Capital MarketsAnalysis
Six Saudi IPO approvals expire with no prospectus
Of seven Main Market flotations cleared between November and March, one reached a prospectus, and new book-building rules take effect on 2 November.
GovernanceExplainer
AIFC rules set seven binding board principles and a comply-or-explain code
The annual report must say whether companies adopt the Schedule 3 standards, and a false explanation would breach the ban on misleading statements.
GovernanceAnalysis
Tenure limits for independent directors vary by market
The UK Code and Air Astana's code treat nine years as a factor to explain, while four other texts remove independence at six, nine or 12 years.
InsightExplainer
Türkiye's regulator vets independent directors before shareholders vote
The CMB has 30 days to give an adverse opinion that bars a candidate, and can appoint independent directors itself if a company still fails to comply.
Saudi regulator tightens audit rules, giving audit committees its findings
Registered firms have 10 days to pass final inspection results to audit committees and four months after year-end to publish a transparency report.
Air Astana publishes amended governance code after shareholder vote
The announcement names no changed provisions, while the published code lets a non-independent chair lead the board if the company reports the departure.
GovernanceExplainer
Türkiye's fund investigation rests on a specific article for each step
The legal texts set outer limits of six months for fund liquidations and forced sales of factoring stakes, and two years for each trading ban.
GovernanceAnalysis
Courts and a regulator took control of Destek and PKP Cargo from boards
Control moved in eight days by three legal routes, and the filings show what is left to directors and minority holders.
InsightAnalysis
Fed minutes point to another US rate rise by year-end
For central banks in Kuwait, Ukraine and Hungary, the minutes reduce the chance that the global backdrop turns supportive before the year ends.
GovernanceExplainer
What the AIFC rules require of a board, part 1: the duties every director owes
The AIFC Companies Regulations set who may sit on a board, how directors are chosen and seven duties the articles cannot weaken.
Saudi regulator proposes tighter IPO book-building, underwriting and forecast rules
The CMA draft would bind underwriters from the start of book-building and tie orders to cash, with comments due by 22 October and rules effective from 2 November.
