What the FSA (formerly CMA) code means for a board portal

Which document, and why "CMA" searches still land here

The Code of Corporate Governance for Public Listed Companies was issued in Arabic in July 2015, translated in December 2015, and updated in December 2016. The English PDF on the Financial Services Authority's e-services site carries those three dates on its cover and says that where the Arabic and English differ, the Arabic prevails. The Capital Market Authority that issued it became the Financial Services Authority under Royal Decree 20/2024, which is why many buyers still search for "the CMA code". It is the same Code.

The Code applies to listed public joint stock companies. Closed companies and companies with government shareholding have their own instruments, covered in our guide to Omani governance rules and our guide for government entities. The clocks and records below repeat, with small changes, across all of them, so the checklist is useful beyond listed companies.

Before the meeting: the seven-day clock and the information duty

Note 10 of the Second Principle: "In case of regular meetings, the meeting agenda shall be sent to all directors at least seven (7) working days prior to the date of the meeting." Urgent meetings may have less notice. The Fourth Principle makes the chair responsible for "ensuring distribution of the said agenda to all directors at an ample time", and the Sixth Principle requires management to make available "sufficient information on the company affairs to all directors" for the items on the agenda.

What to ask a portal vendor: can the system show, per meeting, the date the pack was issued and which directors acknowledged it? Working days are the unit, so a Thursday issue ahead of a Sunday-to-Thursday week matters. If a paper is replaced after issue, does the portal record the replacement as an amendment with its own date, or does the old file simply disappear?

Remote participation is capped, and resolutions by circulation come back to the table

Note 12 allows the board to convene by video conference or accept a member's remote participation, "providing that in either case such convening or participation is kept to a maximum of two meetings per annum", and requires the board to set rules for it. A portal that runs video meetings does not change that cap. It helps if the portal records how each member attended each meeting, so the secretary can see the count before the third request arrives.

Note 13 allows resolutions by circulation "except for resolutions approving financial statements of the company", provided they are "listed for ratification in the agenda of the next board meeting". Ask the vendor how a resolution passed between meetings is linked to the meeting that ratifies it, and whether the register can list circulated resolutions still awaiting ratification.

After the meeting: seven and thirty working days, names and votes

The Fifth Principle gives the secretary the minutes. They are "dated and numbered minutes showing all the issues and important details deliberated in the meeting, as well as adopted resolutions", and they record "names of present directors; and names of those who voted for or against each of the adopted resolutions or names those who abstained". The draft goes to directors, after the chair has reviewed it, "in not more than seven (7) working days from the date of the meeting", and the final version "within not more than thirty (30) working days". The secretary keeps "original signed minutes of the board meetings".

Two more records sit in Annexure 2. A director who lacks enough information may refrain from voting, and "such refrainment shall be recorded in the minutes of the meeting". The Ninth Principle adds that a related party "cannot and shall not take part in voting" on a resolution about the transaction. Ask the vendor whether a vote records abstention and recusal as separate choices, with names, and whether the draft date and the final date of each set of minutes are stored, so the secretary can show both clocks were met.

Conflicts: disclose, leave, return the papers

Annexure 2 requires "full disclosure of any conflict or interest or potential conflict" to the board. It says a conflicted director "should consider refraining from participation in the debate and/or voting", that "it is preferred to exit from the meeting", and that a director who receives documents on a matter with a potential conflict "shall return such documents to the chairperson or secretary".

On paper, returning documents is a physical act. In a portal, the equivalent is removing that director's access to the paper and keeping a log that shows it. Ask the vendor three things: can a declaration be linked to a specific item or vote, does the system refuse the conflicted director's vote rather than only warn, and can access to a paper be withdrawn from one director with a record of who opened it before and after.

Where Mithaq stands on this list

We do not claim that any software makes a board compliant with the Code, and Mithaq makes no such claim. Against the list above: Mithaq records the date a pack was issued and each member's acknowledgement; re-issues a changed pack as an amendment; records each resolution with a yearly serial number and the vote by name, with abstain and recuse as separate choices; links a resolution passed by vote outside a meeting to that vote and lists such resolutions separately; keeps every version of the minutes and locks them at sign-off; and refuses the vote of a member with a declared conflict linked to the meeting. Documents carry an access log. What it does not do is count remote attendances against the two-meeting cap for you; the secretary still tracks that.