[Last updated: 1 January 2024, unless otherwise noted]

A Saudi listed company owes disclosure and reporting obligations both to Tadawul and the CMA. Once listed, a company must publish its interim and annual accounts. In addition, the Listing Rules prescribe other continuing disclosure requirements for listed companies, such as immediate disclosure to the CMA and the public of any material developments.

Financial reporting

An issuer must publish its interim and annual financial statements once they have been approved by the board of directors. The financial statements cannot be shared with shareholders or third parties unless they are first announced through Tadawul.

An issuer must publish its interim financial statements (first, second and third quarter interim statements) within 30 days of the end of the period relating to the statements for listings in the Main Market and half-yearly financial statements within 45 days of the end of the financial period for listings on the Parallel Market . Annual financial statements must be published within 90 days from the end of the relevant financial year. All financial statements must be prepared in accordance with the standards set by the Saudi Organization for Certified Public Accountants. Interim financial statements need not be audited, but must be reviewed by the auditors of the issuer.

Foreign issuers applying to cross-list their securities on the Main Market of Tadawul are subject to the same financial reporting requirements as domestic issuers listing on the Main Market.

Board of directors report

Issuers listed on the Main Market must include within their annual financial statements a report issued by the directors, including a review of the operations of the issuer during the last financial year and of all relevant factors affecting the issuer's business which an investor requires to assess the assets, liabilities and financial position of the issuer. Information to be included in this report includes:

• Description of the issuer's significant plans and decisions (including any restructuring, business expansion or discontinuance of operations of the issuer), the future prospects of the issuer's business and any risks facing the issuer.
• Summary of the assets and liabilities of the issuer and of the issuer's business results for the last five financial years or from incorporation, whichever is shorter.
• Geographical analysis of the issuer's gross revenues and its subsidiaries.
• Explanation for any material differences in the operating results of the previous year or any announced forecast made by the issuer.
• Explanation for any departure from the accounting standards issued by the Saudi Organization for Certified Public Accountants.

The content requirements above are 'indicative' only for reports issued by the boards of companies listed on the Parallel Market.

Disclosure of material information

The Listing Rules and the Parallel Market Listing Rules require an issuer to notify both the CMA and the public (without delay) of any material developments in its sphere of activity that:

• Are not within the public domain.
• May have an effect on the assets, liabilities or financial position or the general course of the issuer's subsidiaries.
• May lead to movements in the price of the listed securities.

Although there is no exhaustive list of what would be classified as "material developments", the OSCOs provide the following as examples, among others:

• Any transaction to purchase or sell an asset at a price equal to or greater than 10% of the net asset of the issuer.
• Any debt outside the issuer's ordinary course of business, of a value equal to or greater than 10% of the issuer's net assets.
• Any losses equal to or greater than 10% of the issuer's net assets.
• Any changes in the composition of the directors or to CEO's position of the issuer.
• Any significant legal proceedings where the value involved is equal to or greater than 5% of the net assets of the issuer.
• The increase or decrease in the net assets of the issuer equal to or greater than 10%.
• The increase or decrease in the gross profit of the issuer equal to or greater than 10%.
• The entering into, or the unexpected termination of, any contract with revenues equal to or greater than 5% of the gross revenues of the issuer.
• Any interruption in the principal activities of the issuer or its subsidiaries equal to or greater than 5% of the gross revenues.
• Any transaction between the issuer and a related party or any arrangement through which the issuer and a related party invest in any project or asset or provide financing, if such transaction is equal to or greater than 1% of the gross revenues.
• Any change in the issuer's external auditors.

In addition to disclosing any material developments and the issuer's financial statements, the Listing Rules and Parallel Market Listing Rules impose other continuing disclosure obligations on listed companies such as changes of directors and notifiable transactions (such as any significant change in the holding or identity of a shareholder that holds 5% or more of a listed company).

Foreign issuers applying to cross-list their securities on the Main Market of Tadawul are subject to the same disclosure requirements as domestic issuers listing on the Main Market.

Market Conduct Regulations

In Saudi Arabia, any allegation or dispute relating to market misconduct falls under the jurisdiction of the Committee for the Resolution of Securities Disputes. The Market Conduct Regulations broadly split market misconduct into three main categories: market manipulation (involving acts such as price rigging), insider trading, and making untrue statements (this includes omission of a material fact when making a statement). In accordance with the Capital Market Law, any person who commits insider trading or is found guilty of market manipulation is liable to pay compensation by way of damages to any other person for any pecuniary loss sustained by the other person as a result of such market misconduct. In certain cases based on the request of the CMA, the Committee for the Resolution of Securities Disputes may impose imprisonment terms (not exceeding five years) on persons guilty of market manipulation and insider trading.