The fastest-growing listed market in the region, with a codified independence requirement, a four-year board cycle and a Vision 2030 programme that has put governance capability in genuine short supply.
Saudi Arabia's Capital Market Authority sets a prescriptive corporate-governance regulation: boards of three to eleven, a majority non-executive, and independent directors numbering at least two or one-third of the board, whichever is greater. The 2022 Companies Law modernised the underlying corporate framework. With a large and still-growing Tadawul listed population and a national transformation programme that has created entirely new sectors, boards are recruiting for capability that in many cases does not yet exist domestically at depth.
Can a foreign director sit on a board here?
What you have to do
What actually gets in the way
Board composition
Each requirement is stated as arithmetic against the instrument that creates it, with who it binds. Nothing here is characterised as compliance or non-compliance — that is a legal conclusion about a specific company, and it is not ours to draw.
| Requirement | Threshold | Basis | Applies to |
|---|---|---|---|
| Board size | Between three and eleven members | CMA Corporate Governance Regulations, Art. 16 | Listed joint stock companies |
| Independent directors | Not fewer than two, or one-third of the board, whichever is greater | CMA Corporate Governance Regulations, Art. 16 | Listed joint stock companies |
| Non-executive majority | A majority of board members must be non-executive | CMA Corporate Governance Regulations | Listed joint stock companies |
| Audit committee | Three to five members including at least one independent director, chaired by someone other than the board chairman | CMA Corporate Governance Regulations | Listed joint stock companies |
Independence and tenure
Other tests
What a seat pays
Companies Law (Royal Decree M/132 of 2022)
The modernised corporate statute, in force since January 2023, governing company forms, board duties, and shareholder rights.
Kingdom of Saudi Arabia
CMA Corporate Governance Regulations · Art. 16
The board must have between three and eleven members, a majority non-executive, and independent directors numbering not fewer than two or one-third of the board, whichever is greater.
Capital Market Authority
CMA Corporate Governance Regulations · Audit committee provisions
The audit committee must have between three and five members, must include at least one independent director, and may not include an executive director; its chair may not be the board chairman.
Capital Market Authority
CMA Corporate Governance Regulations · Board term
A board term may not exceed four years, after which directors stand for re-election. Independence is reassessed on each cycle.
Capital Market Authority
Diversity requirements
How this regime map is maintained
Every requirement on this page is cited to the instrument that creates it, and the review date states when a person last checked it against the primary source. Nothing here is legal advice: rules change, and transitional provisions frequently apply. Verify against the primary instrument before you rely on it.
This regime map was last reviewed against primary sources in August 2026.
The demand thesis
This section is our reading of the market, not a statement of law. It is separated from the rules above for exactly that reason.
Why seats open
How you get in
What this market is short of
Most receptive sectors
Saudi Arabia feed
The same sourced stream as the central feed, isolated to Saudi Arabia. Every item cites the authority that made the change.
Article 16 of the CMA Corporate Governance Regulations sets board size at three to eleven with a non-executive majority, and requires independent directors numbering at least two or one-third of the board, whichever is greater.
Read the full itemLive mandates
Statutory board seats, interim leadership and advisory engagements, on one board. Every brief states its provenance.
Saudi Arabia·Healthcare & Logistics
Saudi family group preparing for a Tadawul listing
A family group intends to list and must move from family governance to a CMA-compliant board within the next two board cycles, including the independence and committee requirements it has never operated under.
Saudi Arabia·Tourism, Hospitality & Entertainment
Saudi entity within a national transformation programme
A new-sector entity is constituting a board that must satisfy the CMA requirement of at least two independent directors or one-third of the board, and needs governance experience of hospitality assets at a scale the domestic market has not previously built.
Mobility corridors
A corridor is a directional pair of markets between which experience is genuinely legible — and every one of them carries a friction, because a corridor with nothing to bridge would be a corridor nobody had thought about.
Adjacent Gulf markets building institutional governance on similar timetables, with overlapping investor bases and directors who serve in both.
Friction — Saudi board terms run on a four-year cycle with appointments clustering around the election, while UAE PJSC candidacy runs to its own fixed pre-assembly window.
Questions
Not fewer than two, or one-third of the board, whichever is greater, under Article 16 of the CMA Corporate Governance Regulations. The board must also be between three and eleven members with a majority non-executive.
Yes. There is no general bar, and foreign directors serve on listed Saudi boards. Some licensed and strategic sectors carry Saudi-national requirements, and regulated firms need SAMA or CMA approval, so the sector determines the route.
Board terms run up to four years, so appointments cluster around the election cycle. Joining mid-cycle normally depends on a casual vacancy being filled by the board, subsequently ratified by the general assembly.
ID Exchange of Saudi Arabia
The mobility index scores it against your own record across four named components — corridor strength, legal openness, what this market is short of, and the language its boards work in — and tells you plainly when the answer is no.