Saudi Cultural Missions Theses & Dissertations

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    Governance and Legal Challenges of Remuneration Committees in Saudi-listed Companies: A Comparative Analysis With UK Law
    (Saudi Digital Library, 2025) Almansour, Abdulrahman; Riley, Christopher
    This research investigates the governance and legal challenges facing remuneration committees in Saudi-listed companies and explores how lessons from the UK can inform reforms. The study adopts a comparative legal approach, combining doctrinal analysis of Saudi laws, such as the Companies Law 2022 and the Corporate Governance Regulations, with an examination of UK frameworks, including the Companies Act 2006 and the UK Corporate Governance Code. Findings reveal that Saudi remuneration committees face limitations in independence, transparency, and linking pay to long-term performance, especially in family-owned firms. In contrast, the UK model demonstrates stronger shareholder engagement, disclosure practices, and committee independence, albeit with the challenges of regulatory burden. The study concludes by recommending phased reforms for Saudi Arabia, including the introduction binding and advisory shareholder votes, enhanced disclosure standards, and the empowering committees to appoint independent consultants. These reforms would strengthen governance, align executive pay with sustainable performance, and build investor confidence.
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    How can Saudi Arabia address conflicts of interest arising from controlling shareholders to strengthen board independence, and what lessons can be drawn from the UK corporate governance model to support this reform?’
    (Saudi Digital Library, 2025) Attie, Sarah; Cabrelli, David
    Abstract This dissertation examines how Saudi Arabia can address conflicts of interest arising from controlling shareholders in order to strengthen board independence, drawing targeted lessons from the United Kingdom’s corporate governance framework. Concentrated ownership in Saudi Arabia creates horizontal agency conflicts that enable controlling shareholders to influence board composition, related party transactions, and strategic decision making. Although the Companies Law 2022 and the Corporate Governance Regulations introduce formally robust protections, these measures often result in cosmetic compliance rather than substantive governance due to structural imbalances, information asymmetries, and limited enforcement capacity. To analyse these challenges, the study adopts a qualitative comparative method grounded in agency theory, institutional analysis, and functional legal comparison. It evaluates Saudi Arabia’s ownership structures, board dynamics, and regulatory safeguards, and contrasts them with the UK’s integrated system of statutory duties, market based oversight, and historically strong minority protections. The analysis demonstrates that while direct transplantation of UK rules would be ineffective without institutional compatibility, selected mechanisms such as independent shareholder approval for related party transactions, enhanced stewardship expectations, and stronger minority enforcement tools offer valuable guidance. The dissertation proposes a tailored framework for Saudi Arabia focused on improving related party transaction oversight, strengthening institutional investor stewardship, and developing independent enforcement mechanisms capable of constraining dominant shareholder influence. The study concludes that meaningful reform depends not on formal convergence with international standards but on designing governance tools that address the structural realities of concentrated ownership in the Saudi context.
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    Navigating Directors’ Duties and Creditor Protection in the Twilight Zone: A Comparative Study of the Insolvency Frameworks of the United Kingdom and Saudi Arabia
    (Saudi Digital Library, 2025) Jamal, Yousif; Duncan
    This article examines the legal responses to corporate distress in the United Kingdom and Saudi Arabia, focusing on directors’ duties and creditor protection within the twilight zone. The guiding research question explores how these jurisdictions regulate directors’ conduct, allocate managerial discretion, and enforce creditor-oriented standards. The study implements a doctrinal and comparative methodology, evaluating statutory legislation and judicial precedents. In the United Kingdom, insolvency law has evolved through the Insolvency Act 1986, the Companies Act 2006, and key judicial precedents. Findings reveal that the United Kingdom’s judicially driven framework emphasises directors’ fiduciary duties through case law, with West Mercia and Sequana marking key developments in the redirection of obligations. Accordingly, directors retain business discretion throughout the twilight zone and are required to consider creditor interests only as insolvency becomes foreseeable. Rescue mechanisms such as administration, company voluntary arrangement, schemes of arrangement, and restructuring plan reflect a comprehensive approach in hybridising board control under court supervision. Enforcement mechanisms are primarily compensatory and deterrent, with wrongful trading and clawback provisions addressing misconduct and facilitating creditor confidence, though evidentiary burdens and judicial reluctance limit enforcement. Saudi Arabia’s framework reflects a codified reform driven regime through the Saudi Bankruptcy Law 2018 and the Saudi Companies Law 2022. The policy orientation in Saudi encourages early rescue and proactive action through statutory thresholds and rescue mechanisms. Directors facing significant financial losses within the twilight zone trigger statutory thresholds that limit discretion and require proactive action. Primary rescue tools include the Protective Settlement Procedure and the Financial Restructuring Procedure, both of which facilitate rescue under judicial oversight while embedding strict compliance and cooperation. Enforcement imposes civil or criminal liability for misconduct and may bar entry to rescue altogether. This illustrates a legal regime that integrates enforcement into procedural prerequisites rather than relying on post-insolvency sanctions. The study concludes that the United Kingdom offers flexibility but risks legal delays, while Saudi Arabia offers certainty that may curtail entrepreneurial discretion.
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    Managing Family Businesses Through an Ideal Family Charter
    (Saudi Digital Library, 2025) Alismail, Yousef; Banerjee, Nigel
    Family businesses are an important component of the Saudi economy, and they significantly contribute to GDP, employment, and long-term social stability. However, these businesses face serious challenges associated with governance, such as issues related to succession planning, employment policy, and dividend distribution policy, especially during generational transitions. This dissertation uses a doctrinal and comparative legal research methodology, as well as case studies, to examine how an ideal family charter can serve as a governance tool to address those issues and help to maintain business continuity. The paper analyzes relevant regulatory frameworks such as the Saudi Ministry of Commerce's Guiding Charter for Saudi Family Companies (2022) and the Companies Law, international best practices, and case studies of Almarai and Savola Group. The paper demonstrates that establishing an effective family charter in a Saudi family business can turn possible conflicts into stability opportunities. Key elements discussed include succession planning, segregation of ownership and control, internal governance rules, gender-inclusive employment policies, merit-based hiring, and structured dividend frameworks. The analysis emphasizes that while the Saudi Guide Charter provides an important foundation, it lacks enforceability and complete alignment with global governance standards. The paper argues that an effective family charter must be binding, adjusted to family culture and industry, and forward-looking, and it must also integrate long-term strategic goals that align with Saudi Vision 2030. Ultimately, a well-structured family charter can ensure transparency, strengthen family cohesion, and promote sustainable growth across generations.
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    The impact of SWF ownership on firm performance in pre- and post-COVID-19
    (Saudi Digital Library, 2025) Alqumaizi, Ashwaq; Antonios, Kallias
    This study investigates the impact of sovereign wealth fund (SWF) ownership on firm performance during stable periods and the COVID-19 crisis. Employing a quantitative methodology, a global sample of 1,360 non-financial firms over the period 2018 to 2022 is analysed using difference-in-differences and high-dimensional fixed effects regressions. Active SWFs, such as New Zealand’s Super Fund, are compared with passive SWFs, like Norway’s Government Pension Fund Global. We find that that SWF ownership generally stabilises firms but active ownership significantly improves profitability and market valuation, whereas passive ownership provides limited benefits. These effects hold across both periods of stability and crisis. The findings support stewardship theory for active SWFs and align with agency theory for passive SWFs. The study underscores that active engagement is key to enhancing long-term firm resilience and value.
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    Corporate Taxation, Income Shifting, and Behavioural Outcomes: Implications for Financial Decision-Making and Reporting
    (Saudi Digital Library, 2025-07-25) Almohaimeed, Ahmed Abdullah A; Grantley, Taylor; Lien, Duong
    This thesis consists of three essays that examine the effects of the 2017 U.S. Tax Cuts and Jobs Act (TCJA) on corporate behavior and outcomes, focusing on income shifting, investment decisions, and accounting reporting design. The TCJA, one of the largest tax reforms in U.S. history, fundamentally altered the U.S. tax system which transitioned from a worldwide to a territorial system. These essays provide empirical evidence as to how this landmark reform influenced corporate financial strategies, tax practices, and reporting behavior. Together, these essays contribute to the ongoing discussion on the effectiveness and impacts of the TCJA, shedding light on how tax reform influences corporate debt strategies, investment behavior and tax compliance. This thesis offers valuable insights for policymakers and academics interested in the intersection of tax policy, corporate governance, and financial decision-making. Chapter 1 documents the purpose and objectives of this research and provides an overview of each of the main sections of the thesis. Chapter 2 entitled “The impact of the Tax Cut Jobs Act and income shifting on the cost of bank loans”, investigates whether changes in income shifting incentives following the TCJA are associated with a shift in the cost of bank loans for U.S. multinational corporations (MNCs). The study finds that the TCJA reduced bank loan costs and altered the relationship between income shifting incentives and loan pricing, particularly in environments characterized by weak information transparency, lower IRS audit probability, stronger corporate governance, higher R&D investments, and greater liquidity. Chapter 3 entitled “The Tax Cuts and Jobs Act legislation and corporate behavioral outcomes”, examines the broader effects of the TCJA on corporate behavior, including changes in investment decisions, cash holdings, and payout policies for both U.S. MNCs and domestic firms. The findings reveal distinct post-TCJA patterns: U.S. MNCs reduced capital expenditures, increased cash reserves, and raised dividend payouts and share repurchases, while domestic firms primarily increased cash holdings and share repurchases. The study highlights the shift toward more domestic investment by MNCs and provides critical insights into how the TCJA reshaped corporate financial strategies. Chapter 4 entitled “Income-shifting arrangements of U.S. multinational corporations and accounting reporting design”, focuses on the role of XBRL (eXtensible Business Reporting Language) tags in reducing aggressive income-shifting practices among U.S. MNCs. Using a large sample of firm-year observations, the study demonstrates a significant negative association between income shifting and the design of accounting reports, as measured by the number of XBRL tags. This association is particularly pronounced for firms with tax haven subsidiaries, multiple offshore subsidiaries, and lower ESG scores. The results suggest that the adoption of XBRL reporting enhances the efficiency of IRS audits, thereby mitigating income-shifting incentives. Chapter 5 concludes the thesis and outlines directions for future research.
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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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    Capital Structure and Corporate Governance: Evidence from the Gulf Cooperation Council Countries
    (University of New England, 2024) Alharbi, Bader Sunaytan H; Yarram, Subba Reddy
    The primary aim of this study is to assess the impact of corporate governance characteristics on the capital structure across firms in the Gulf Cooperation Council (GCC) countries. The study adopts a robust quantitative approach using a sample of companies listed (non-financial from 2010-2020) in the stock market in all six GCC countries, employing panel regression models. The empirical analysis finds evidence of the significant impact of both board characteristics and ownership on a firm’s capital structure. The study also explores the interplay between corporate governance characteristics, ownership structures, and internal firm factors in shaping the capital structure of GCC firms, particularly highlighting the nuances in Saudi Arabia.
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    The Impact of eXtensible Business Reporting Language (XBRL) on Financial Reporting Quality: The Case of Saudi Arabia
    (Queen Mary University of London, 2024) Alangary, Bushra; Mitrou, Evisa; Tsitsianis, Nicholas
    This thesis explores the impact of the eXtensible Business Reporting Language (XBRL) on financial reporting quality (FRQ), within the unique regulatory and economic context of Saudi Arabia. XBRL, a digital standard for financial reporting, has been globally recognised for its potential to enhance the efficiency, accuracy, and accessibility of financial information. While prior research predominantly focuses on the United States, this study shifts the attention to Saudi Arabia, a unique and rapidly developing market that mandated XBRL adoption in 2015 without introductory phases. Thus, my original contribution to knowledge is providing new insights into how XBRL influences financial reporting in a different socio-economic and regulatory environment, utilising a comprehensive measure of FRQ and including moderating factors. This study assesses FRQ through three main proxies: earnings management, reporting timeliness, and information asymmetry. Earnings management is measured using its two forms Accrual Earnings Management (AEM) and Real Earnings Management (REM), while timeliness and information asymmetry are assessed through reporting lags and bid-ask spreads, respectively. Also, this study tests the moderating effect that Managerial Ability (MA) and Corporate Governance (CG) have on the association between XBRL and FRQ. A quantitative approach is employed, utilising a dataset of publicly listed companies in Saudi Arabia from 2010 to 2021, examining financial reports before and after XBRL mandate. Through a comprehensive analysis, the study finds that XBRL mandate in Saudi Arabia increases earnings management, conditionally enhances timeliness, and weakly reduces information asymmetry. While the moderating effect of MA and CG vary across FRQ proxies, yet in general CG has limited effect compared to MA. The results of this thesis challenge the findings of prior literature as the positive effect of XBRL adoption appears to be conditional to the implementation approach, the aim of the implementation, and the socio-economic setting. The implications of these findings are profound in several aspects. For regulators, the results support the continued adoption and promotion of XBRL, not only in Saudi Arabia but also in other emerging markets with similar characteristics. For companies, the findings highlight the importance of investing in digital reporting tools to improve reporting quality and transparency. For investors, the study underscores the benefits of XBRL in reducing risks associated with information asymmetry. Overall, this research contributes to the broader understanding of XBRL’s potential to elevate financial reporting standards globally, particularly in similar economic environments.
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    Governance and Asset Allocation Strategies in the Investment Mutual Funds
    (Univeresity of Strathclyde, 2024-12) Alsubaie, Aseel; Moore, Jed
    This research examines the role of governance in asset allocation and portfolio management within the investment mutual fund sector. Modern governance frameworks, influenced by technological advances, ESG requirements, and market volatility, integrate risk management, sustainability, and operational efficiency. The study evaluates how governance structures incorporate ESG criteria, manage technology risks, and ensure resilience during market shifts. Findings suggest that funds with strong governance achieve balanced, risk-averse allocations through diversification and ESG integration. Additionally, AI and ML require governance adjustments to manage related risks. The study emphasizes the need for flexible governance frameworks to address future challenges in an evolving market landscape.
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