Mandatory Insurance for Board Members of Saudi Financial Institutions Against Failures

Asharq Al-Awsat

06-03-2025

Asharq Al-Awsat learned that the Saudi Central Bank (SAMA) is taking steps to require financial institutions that are listed on the Saudi stock markets—both the main market (TASI) and the parallel market (Nomu)—to provide insurance coverage for their board members against professional errors and failures.
The measure aims to protect board members from potential liabilities while also safeguarding shareholder interests. The move aligns with SAMA's supervisory and regulatory role in maintaining the stability and growth of the financial sector.
According to information obtained by Asharq Al-Awsat, this insurance offers financial protection, but does not exempt board members from their legal responsibilities or any penalties resulting from regulatory violations.
Directors and Officers (D&O) liability insurance provides coverage for executives, board members, or the company itself against fines, lawsuits, or compensation claims that may arise from their decisions. This applies in cases such as regulatory non-compliance, the issuance of misleading statements, or the dissemination of incorrect information.
Under D&O liability insurance, professional failures include errors, negligence, and the dissemination of inaccurate information due to lapses in professional duties. Financial claims covered under this insurance may include legal costs, fines, and lawsuit settlements.
Last year, the Capital Market Authority (CMA) issued a final ruling against 14 individuals, including board members and employees of Raydan Food Company (formerly Raydan Kitchens & Restaurants), for violating Article 49(a) and Article 50(a) of the Capital Market Law, as well as Article 6(a) of the Market Conduct Regulations. They were ordered to pay over SAR 77 million ($20.56 million) in avoided losses and fined SAR 50.6 million ($13.4 million).
The ruling implicated the chairman, vice chairman, managing director, and six other board members—including the head of the audit committee and two committee members—under Article 49(a) of the Capital Market Law. Additionally, the chairman, vice chairman, managing director, two other board members, and others were found guilty under Article 50(a) of the law, along with Article 6(a) of the Market Conduct Regulations.