Saudi Arabia has a unique environment in terms of its political, economic, legal and judicial aspects which have some anomalous characteristics that create challenges for corporate governance. Further challenges are presented by the current structure of listed companies and by Saudi Arabia’s Vision for 2030.1 This environment significantly influences the role of the board of directors in listed companies and increases its role in safeguarding the interests of different shareholders and stakeholders. This thesis reviews the new legislation relating to corporate governance in Saudi Arabia in relation to the board of directors in listed companies and the extent to which such legislation affects its relationships with the main parties in the company. It defines the major features of the new Saudi Law of Companies, issued in 2015, and the new Corporate Governance Regulation, issued in 2017. The thesis deals with all of the relevant changes in the new law and regulations. It also clarifies the extent of the improvement in corporate governance resulting from the new legislation and those aspects related to the thesis that require further reform by suggesting more details, flexibility or enforcement to meet the standards of corporate governance. It uses a comparative study with both English law and global standards and assesses the compatibility of Saudi legislation with them in this respect in a manner that suits the particularities of the legal and economic environment in Saudi Arabia.
The thesis explores the main theories and the most prominent models of corporate governance that affect the role of the board of directors. It discusses the composition of the board of directors, including the diversity of board membership, structure and models as well as the provisions for shadow directors. It also covers the relationship of the board of directors with the AGM, board meetings, company committees, company auditors, stakeholders and - in particular - employees.