Browsing by Author "Alshiddi, Norah"

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The Role Of The Board Of Directors Of Shareholding Companies Listed On The Saudi Stock Exchange In Achieving The Saudi Vision 2030 Towards A Sustainable Economy: A Study In Saudi Regulations And Legal Reform Proposals
(Southern Methodist University, 2025) Alshiddi, Norah; Dean Camp, Martin L; First, Primary Advisor; Norton, Joseph J
The Kingdom of Saudi Arabia (KSA) has adopted a modern vision of economic reform, Vision 2030, using KSA’s economic resources to create a more diversified and sustainable economy. The KSA has launched several programs to help achieve these goals, including the National Transformation Program (NTP), which enacted numerous legal reforms to empower the private sector to be consistent with current international standards. The KSA issued a new Companies Law, amended Implementing Regulation of the Companies Law for Listed Joint Stock Companies (IRCL), and amended the Corporate Governance Regulations (CGR) to meet international best practices in corporate governance in order to create a sustainable private sector able to contribute a solid financial market. Since joint-stock companies are the basis of the financial market, the Vision 2030 programs have addressed them with the intention of supporting their sustainability and social responsibility. A joint-stock company's board of directors (BoD) has broad authority to supervise and plan the company's affairs. Whenever the BoD is competent and enlightened, its decisions will advance the company's sustainability planning. Therefore, the main focus of this study will be to examine how well the new legal reforms meet international standards and how they affect the BoDs of shareholding companies listed on the Saudi Exchange in in terms of their ability to achieve corporate sustainability. More specifically, this analysis will address the impact of legal reforms on the following areas: formation of the board, board committees, fiduciary duties of the board, and the board's role in regulating the relationship with stakeholders and in corporate social responsibility (CSR). These are important categories of analysis, as they relate to the success of companies in implementing the corporate governance best practices that make corporate sustainability possible. This dissertation will highlight the importance of these aspects of corporate sustainability in relation to the best corporate governance practices, and it will analyze the adequacy of Saudi laws for achieving sustainability. The principles of sustainability are inherent in Vision 2030 and its executive programs. However, the corporate governance practices in Saudi Arabia do not promote the adoption of sustainability. Saudi legal rules still need to address many factors that significantly shape the composition of the BoD and the roles which enable the BoD to fulfill its obligations to promote sustainability for the company and to adhere to the principles of best corporate governance. Deficiencies persist in Saudi legislation regarding several crucial elements in the formation of the BoD and its committees, such as the diversity of members, the inclusion of women, the proportion of independent members, and the extent of relevance between the selection of members of the BoD and its committees and the achievement of the company's objectives. Additionally, the committees' objectives need to be enhanced to align with the company's sustainability. The BoD has significant roles that affect its ability to carry out corporate sustainability effectively. Fiduciary duties and their influence on the board's decision-making capabilities are of particular importance. Although the Companies Law emphasized the fiduciary duties of the BoD for the first time, the current formulation of fiduciary duties may restrict the BoD from pursuing sustainable value for the company. Understanding the primary value of fiduciary duty is critical to determine if the company is acting for the shareholders' benefit or the company's long-term viability. Furthermore, regulating relationships with stakeholders contributes to establishing good value for the corporation, thus maximizing the organization's value. Some international corporate governance practices obligate the BoD to regulate the relationship with stakeholders. In Saudi Arabia, although the CGR encourages such regulation, this encouragement is not mandatory, which affects some critical aspects of dialogue with stakeholders. Moreover, CSR plays a crucial role in shaping the company's strategy towards sustainability. The CGR states that CSR policy is instituted by the ordinary general assembly (OGA) in accordance with the BoD's recommendation. This text may hinder a BoD's ability to embrace CSR as a strategic decision to maximize the company's long-term value. Chapter One provides a general introduction. Chapter Two highlights the background of Saudi shareholding companies, Saudi corporate governance and its theories, as well as corporate sustainability. Chapter Three covers the composition of the BoD, the BoD’s independence and diversity, and women's participation in the BoD in Saudi Arabia. The chapter will examine practices in Saudi Arabia compared with international practices in order to highlight the relationship between the BoD’s composition and the attainment of corporate sustainability. Chapter Four discusses the formation of board committees and how they relate to sustainability. Analysis in this chapter will focus on committee formation in Saudi Arabia compared with international practices. Chapter Five highlights some of the most critical roles of the BoD regarding practical aspects key to the creation of long-term value for the company. Specifically, this chapter focuses on fiduciary duties and the BoD's roles towards stakeholder involvement, as well as the BoD's role in CSR, because these roles are considered practical measures of the company's progress toward sustainability. The chapter will present the concepts defining these roles, analyze the current work in Saudi Arabia per the Companies Law and CGR, compare this with corporate governance practices to evaluate the ability of these roles to fulfill sustainability, and suggest developing the necessary roles. Chapter Six will outline proposals for legal reform in the IRCL and the CGR in concert with the issues discussed in this study. This dissertation is one of the early studies of the key provisions related to the BoD in the Companies Law and the CGR from the perspective of corporate sustainability. This study aims to improve the BoD's performance by providing recommendations to reform the IRCL and the CGR in ways which will enhance the sustainability of the economy and fulfill the aspirations of the Saudi government expressed by Vision 2030.
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