الإفصاح و الشفافية و الجزاء المترتب على الإخلال بهما كأحد مبادئ حوكمة الشركات في النظام السعودي

الملخص EN

Disclosure, transparency and the consequences of breaching them as one of the principles of corporate governance in the Saudi system
 
Hamdan bin Darwish Al-Ghamdi
Assistant Professor of International Trade Law
Umm Al Qura University
Custodian of the Two Holy Mosques Institute for Hajj and Umrah Research
Department of Administrative and Humanitarian
 
Research
Supervisor of the Systems and Law Research Unit
The recurring global economic crises due to the spread of corruption within the departments of the joint-stock companies, including members of the Board of Directors and internal and external auditors, led to the search for ways to prevent these crises from occurring.

The governments set a set of rules, controls and principles that govern and monitor the management of the joint-stock company through the Capital Market Authority and the shareholders of the company, and these rules and principles were called corporate governance.

 They are rules for guiding the company and directing it include mechanisms to regulate the relationships between the board of directors, executives, shareholders and stakeholders, by setting special rules and procedures to facilitate the decision-making process and imparting transparency and credibility to them by imposing protection of the rights of shareholders and stakeholders and achieving justice, competitiveness and transparency in Market and business environment.

 
The most important of these principles is the principle of disclosure and transparency, which was adopted by the Saudi companies system, and the system of the Saudi Capital Market Authority, and making it one of the jus cogens rules that violate it.

He was obligated by the joint-stock companies and the issuers of the securities, so that the joint-stock companies put all the information required by the legislator related to the financial position of the company under the consideration of the Capital Market Authority, shareholders and investors on an ongoing basis.

The Saudi legislator arranged criminal liability in the event that the shareholding company or its management was in violation of the principle of disclosure and transparency in addition to the civil liability explicitly stipulated by the law in the Saudi Capital Market Authority system that obligated the shareholding company to compensate others for the damage arising from the violation of the principle of disclosure and transparency.

key words:
Governance, disclosure, transparency, information, Saudi Capital Market Authority, Saudi Companies Law, civil liability, criminal responsibility.