Saudi regulator sets start dates days after comments close on drafts

Saudi Arabia's Capital Market Authority (CMA) has set 1 and 2 November as start dates for three draft rules whose comment periods ended between 22 and 27 October, its notices say.

The CMA opened six sets of draft rules for comment between 22 September and 21 October, and for three of them the notice fixes a start date that falls days after comments close. Comments on the draft on initial public offering practices closed on 22 October and the start date is 2 November, 11 days later. Algorithmic trading closed on 24 October with a start date of 1 November, 8 days later, and dealing in markets outside the Kingdom closed on 27 October, also with a start date of 1 November, 5 days later. The CMA's news list, read on 29 October, showed no announcement approving any of the three.

What each date asks of a firm

The table sets out the three drafts as their notices describe them. Each notice says the CMA will take the comments into full consideration before approving the final text, and each says the final provisions will take effect on the date shown.

The number of days in the fifth column is a Boards and Capital calculation from the dates in the notices. For a firm the consequence is timing: whatever the CMA changes in the final text has to be absorbed in those days, or the firm has to build to the draft in advance. Our 20 October report covers the IPO draft in more detail.

Two drafts on issuers' reporting

The earnings-call draft, published on 29 September, would require every company on the Main Market to hold a call "twice a year", within five business days of announcing its financial results and after the market closes, and to publish the presentation and a recording on its website "immediately", according to the CMA. Comments closed on 29 October. The final provisions would take effect "upon the announcement of the annual financial results for the 2026 fiscal year", so the start is tied to the reporting cycle, not to a calendar day.

The board-report draft, published on 21 October, is the newest. It would consolidate existing disclosure rules on financial and operational performance into a separate section of the annual board report titled "Discussion and Analysis of Financial and Operational Performance and Financial Position", the CMA said. The section would set minimum content: an analysis of performance, results of operations, financial position and liquidity; explanations of material changes and their drivers; and a review of trends and uncertainties likely to affect the company's future. It would also require year-on-year analysis of performance, key performance indicators, liquidity, solvency and capital resources. Where material, the indicators may include profitability margins, return on capital or equity, revenue and profit growth rates and operational efficiency measures. Comments close on 20 November.

Main Market companies would have to comply starting with the first board report issued after the resolution approving the provisions. Parallel Market companies would comply on an indicative basis, becoming mandatory from the first annual board report issued the following year. On that timing, a Main Market company that issues its 2026 board report after the CMA approves the rules would be inside them, and one that issues it before would not.

The CMA has guided boards on this report before. The page announcing its guide to preparing the board's report, dated 21 December 2017, calls the report one of the "essential and key sources of information" for investors. The guide itself, in Arabic, says Article 90 of the Corporate Governance Regulations sets out the information the report must contain. Among its items are the risks a company faces, a summary of results, assets and liabilities for the last five financial years, and an explanation of any material difference in operating results from the previous year or from any forecast the company announced (translations ours).

The new notice presents the section as a consolidation of existing rules, and it links only to the consultation platform, not to the draft text, so a line-by-line comparison has to wait for the draft. Which rules of the governance code bind Main Market boards is set out in our 28 October report.

The fund draft and the dates ahead

The fund draft, published on 18 October, would amend the Investment Funds Regulations and the Real Estate Investment Funds Regulations. Reports would list the top 10 investments with asset type, counterparty name and share of net asset value; real estate funds would show each asset's revenue and share of net asset value; annual reports would add a performance analysis against the benchmark index and, for public funds, a risk assessment report; and the exchange's website would be the mandatory primary channel, the CMA said. Comments close on 17 November and the notice gives no start date.

Three things to watch: whether final text appears before 1 and 2 November; the approving resolutions for the earnings-call and board-report rules, because both tie compliance to a later event; and the comment deadlines of 17 and 20 November.