Board governance rules in Oman, and who now sets them

First, the regulator changed its name and most write-ups have not caught up

Royal Decree 20/2024, issued on 25 March 2024, established the Financial Services Authority (هيئة الخدمات المالية) and, in Article VII, replaced the phrase "Capital Market Authority" with "Financial Services Authority" wherever it occurs in laws and royal decrees. Article III transferred the CMA's allocations, assets, rights, obligations and holdings to it. Article V additionally moved regulation of the accounting and auditing profession across from the Ministry of Commerce, Industry and Investment Promotion.

So there is no Capital Market Authority to write to, and no CMA to cite in the present tense. The current site is fsa.gov.om. The old cma.gov.om address still resolves, but it redirects, and the certificate it presents is issued for fsa.gov.om, so a browser raises a name mismatch before the redirect completes. Do not put that address in a board paper or a compliance register.

One further correction that circulates widely: the Oman Centre for Governance and Sustainability, which published governance material for a decade, was abolished by Royal Decree 52/2025 on 4 June 2025 and its assets, obligations and staff transferred to the Financial Services Authority. Explainers written before that date still cite it as a live body.

The Code, and which of the two files on the regulator site is the operative one

The instrument is the Code of Corporate Governance for Public Listed Companies (ميثاق حوكمة شركات المساهمة العامة), issued by circular E/4/2015 dated 22 July 2015. Its scope clause reads: "The provisions of this Code shall apply to all public joint stock companies ... listed on the Muscat Securities Market."

Two things about that sentence. It is limited to listed SAOGs, so an unlisted closed company is not inside it. And the Muscat Securities Market was abolished by Royal Decree 5/2021 of 5 January 2021, which transformed it into Muscat Stock Exchange SAOC; the Code's text still carries the old name because the text has not been reissued.

The Authority currently serves two different English documents that both look like the Code. The operative one is the December 2016 version at e.fsa.gov.om, whose cover states: "Arabic version: issued in July 2015. English translation: issued in December, 2015. Updated December, 2016." The other, a March 2015 file whose Arabic counterpart is named codeofcorporatefinaldraft.pdf, says the Code applies to "all joint stock companies" and gives shorter minutes deadlines. If a compliance memo you are reading quotes either of those two things, it is quoting the draft.

The cover of the operative file also settles a question that matters when the two texts differ: "In the case where a difference of interpretation arises between the Arabic version and its English translation, the meanings provided in the Arabic version shall prevail."

What a listed Omani board must record, quoted rather than summarised

The Code's Fifth Principle sets out the company secretary's tasks. On minutes it requires "Recording the minutes of the meetings of the board of directors in dated and numbered minutes showing all the issues and important details deliberated in the meeting, as well as adopted resolutions; providing that the following is recorded: names of present directors; and names of those who voted for or against each of the adopted resolutions or names those who abstained."

It then puts two clocks on the document. 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 amendments are incorporated and the final version sent "within not more than thirty (30) working days from the date of the meeting". The secretary is separately responsible for "Safe-keeping ... original signed minutes of the board meetings".

The statute sits underneath and binds more widely. The Commercial Companies Law, Royal Decree 18/2019, requires at Article 189 at least four board meetings a year "provided that the period between any two meetings shall not exceed one hundred and twenty (120) days"; at Article 192 that a meeting "shall not be valid unless the meeting is attended by two thirds of the members or their representatives", with resolutions by simple majority unless the articles set a higher bar; and at Article 194 that minutes "shall be signed by the members who attended the meeting, and the secretary", that a member who disagrees "shall record his/her objection in the minutes", and that "the signatories of these minutes shall be responsible for the correctness of the data set forth therein". Article 15 gives seven days from the day following a resolution to file it with the Concerned Body.

The Public Joint Stock Companies Regulation, Decision 27/2021 of 25 February 2021, adds the operational detail. Article 128 repeats the board-minutes content requirement and adds that minutes must be dated and carry a serial number. Article 2 requires paper and electronic documents and records relating to a company's operations to be kept for ten years from the date the operation ends. Article 111 governs general assembly minutes, which must record the legal quorum, the items, the resolutions and the votes for, against and abstaining, and must enter any reservation a member asks to be recorded. Article 113 lets a shareholder inspect general assembly minutes at the head office. Note that this Decision was issued under a law since repealed, and a new Executive Regulation of the Securities Law issued on 16 July 2026 does not name it among the instruments it repeals; whether it survives in full is a question for counsel, not for a web page.

Conflicts of interest, and the sentence people miss

The Code's Annexure 2, Standards of Professional Conduct, requires full disclosure of any conflict or potential conflict to the board, says a director "should consider refraining from participation in the debate and/or voting" and that "it is preferred to exit from the meeting at the time of debate on the matter relating to conflict of interests", and requires a director who has received papers on a matter with a potential conflict to return them to the chair or secretary.

The sentence people miss sits a little further down and is about something else entirely: a director who does not have enough information may decline to vote on that basis, and "such refrainment shall be recorded in the minutes of the meeting". That is an obligation on the minute-taker, not on the director. If your minute template has a place for a conflict withdrawal but no place for an abstention on grounds of insufficient information, it is incomplete.

If you are not a listed company

Closed joint stock companies have had their own instrument since Ministerial Decision 5/2025 of the Ministry of Commerce, Industry and Investment Promotion, issued 5 January 2025 and published in Official Gazette 1579 of 13 January 2025. Its first article applies the annexed principles to closed joint stock commercial companies "except companies in which the Government holds stakes". It requires the board to appoint a qualified secretary on election, sets at least four meetings a year no more than 120 days apart, sets notice periods of seven working days and three for urgent business, provides for virtual meetings on condition the secretary can see and hear every member and retains a copy, and requires the company to keep its original signed board minutes.

Companies with government shareholdings have a separate instrument, Decision 132/2021 of 6 October 2021, published in Official Gazette 1412. Oman Investment Authority publishes a governance manual for the entities it holds, which it calls the OIA Companies Manual (ميثاق حوكمة شركات الجهاز). Banks and financial institutions sit under the Central Bank of Oman, whose Circular BM 932 of 4 February 2002 covers corporate governance; note that its enabling Banking Law, Royal Decree 114/2000, was repealed by the new Banking Law, Royal Decree 2/2025, which preserves existing circulars only to the extent they do not contradict it.

Civil society organisations were governed by the Civil Associations Law of 2000 until Royal Decree 64/2026 of 8 June 2026 replaced it. That law gives the Minister of Social Development one year to issue the executive regulation, so at the time of writing the detailed rules for an association board are still pending.

Language: what is actually required in Arabic

Three layers, and they are narrower than the folklore. Article 3 of the Basic Statute of the State, Royal Decree 6/2021, makes Arabic the official language of the state. Article 9 of the Commercial Companies Law requires constitutive documents and their amendments to be written in Arabic, "otherwise they will be null and void, and any interested person may assert the nullity thereof". Article 3 of the Public Joint Stock Companies Regulation requires that all documents, papers, instruments and records submitted to the Authority be written in Arabic, optionally accompanied by an English translation.

What we could not find is any rule requiring board minutes themselves, as an internal record never filed, to be kept in Arabic. So the accurate position is: your constitutive documents must be Arabic on pain of nullity, and anything you file must be Arabic, and the language of your internal minute book is a governance decision you make rather than a rule you comply with. If the board deliberates in Arabic, draft in Arabic anyway, for the reason set out in our minutes-template guide: the resolution the board voted on exists in one set of words, and a translation made afterwards is a second text with no vote behind it.

How Mithaq handles it

Mithaq does not certify anyone against any of the above, and no software can. What it does is make the record the instruments ask for a by-product of running the meeting rather than a task afterwards. Minutes are dated and carry a sequence number. Attendance and quorum are computed from who was marked present, so the quorum line carries arithmetic. Votes are recorded per resolution as for, against or abstained, with the member names attached. A member can enter a dissent or a reservation and it appears in the minutes. Conflicts are declared against a specific agenda item and what the member then did is on the record. Actions carry an owner and a date. The audit log underneath is append-only, and the export is a PDF in either language.

The retention question is a hosting question, and it is why on-premise exists: a ten-year retention obligation is easier to answer when the records are on your own servers than when they are in a vendor's cloud under another jurisdiction.