Why this matters in Saudi Arabia
Continuing-obligation disclosure is where most Saudi listed companies carry their real regulatory exposure. Not the IPO, which is a one-time event with armies of advisors. The ongoing obligations — the quarterly statements, the material announcements, the board report, year after year — are where a company is most often found short, and where the cost lands quietly: a regulatory finding, a hit to credibility, a market that no longer takes the company's word at face value.
Start with who does what, because the roles are often confused. The Capital Market Authority is the regulator. It writes the rules — including the Rules on the Offer of Securities and Continuing Obligations — and it enforces them. The Saudi Exchange (Tadawul) is the market operator. It runs the Main Market and Nomu, sets the listing rules within the CMA's framework, and provides the systems through which companies disclose. Efsah is the electronic disclosure platform, accessed through Tadawul, that a listed company uses to publish official announcements. One line to hold it by: the CMA makes the rules, Tadawul runs the market, and Efsah is how the company tells it.
Two buckets: periodic and event-driven
Everything a listed company must disclose sits in one of two buckets.
Periodic disclosure is financial and corporate reporting on a fixed calendar. It is predictable; the only question is whether the company hits the dates and the content requirements.
Event-driven disclosure is the announcement of material developments as they happen. It is not predictable, which is exactly why a company needs a process ready before the event rather than a scramble on the day.
Get both right and the disclosure record holds. Miss either and the exposure opens.
The periodic calendar
For Main Market issuers:
- Interim (quarterly) financial statements — published within 30 days of the end of the period. Reviewed by the auditor; they need not be audited.
- Annual financial statements — published within 90 days of the financial year-end. Audited.
- Board of directors' report — filed with the annual statements.
For Nomu issuers, periodic reporting is lighter: half-yearly financial statements within 45 days of the period-end, reflecting the parallel market's calibration for smaller and growth companies.
One rule applies across both and catches companies out: financial statements may not be shared with shareholders or any third party until they have first been announced through Tadawul. The announcement comes first; the distribution comes after.
The board of directors' report
The board report is the most content-heavy periodic obligation, and the CMA prescribes what it must contain. For a Main Market issuer it includes a review of the year's operations and the factors affecting the business, a summary of assets, liabilities, and results over the last five financial years, a geographical analysis of revenue, an explanation of any material difference from prior results or announced forecasts, and an explanation of any departure from the accounting standards — alongside the governance disclosures required by the Corporate Governance Regulations. For Nomu issuers, certain of these content requirements are indicative rather than mandatory.
This is where reconciliation matters most. Every number in the board report has to tie to the audited financials, and the governance disclosures have to match the company's actual governance. A report whose figures do not reconcile across sections is the most common source of a finding.
Event-driven disclosure
The duty is simple to state and hard to operate: any development in the company's sphere of activity that is not in the public domain and could reasonably affect the share price or an investor's decision must be disclosed to the CMA and the public without delay, through Efsah.
The practical questions are when something becomes material, and what to do when the company knows but cannot yet announce — a deal under negotiation, a result not yet final. Until it is disclosed, the information is inside information and must be controlled: access limited, dealing restricted, the announcement prepared. And where a company genuinely cannot announce yet but the information risks leaking or the share is moving, it can request a temporary trading suspension from Tadawul, pausing trading until the disclosure is made. That is a tool, not a default — but it is the right tool in the right moment.
The bilingual requirement
Since 1 January 2021, every Main Market issuer must make its notifications and public disclosures in both Arabic and English. The two versions must be identical in substance, and where they conflict, the Arabic text prevails.
The controlling-language point is not a formality. A company that drafts in English and translates to Arabic, and lets the translation drift, has changed what it legally disclosed — because the Arabic governs. The discipline is to draft both versions natively and check them against each other before either goes out.
Restrictions on dealing
Disclosure is only half of market conduct. The rules also restrict dealings by those closest to the information. Directors, senior executives, and substantial shareholders face disclosure of their own dealings and prohibitions on trading during defined periods — notably ahead of financial-results announcements. Significant changes in the holding or identity of a shareholder above a defined threshold are themselves disclosable.
Underneath all of this is the market-conduct framework, which addresses insider trading, market manipulation, and untrue statements, with disputes falling to the Committee for the Resolution of Securities Disputes. Trading on undisclosed inside information is not a gray area. It is the conduct the entire disclosure regime exists to prevent.
Practical checklist
- Build a disclosure calendar: quarterly within 30 days, annual within 90 days (Main Market); half-yearly within 45 days (Nomu).
- Never share financial statements with shareholders or third parties before announcing on Efsah.
- Map the board report to every CMA content requirement; reconcile each figure to the audited financials.
- Define a materiality test and an approval chain for event-driven announcements before you need them.
- Control inside information: limit access, restrict dealing, prepare the announcement in advance.
- Know the trading-suspension route for when a material event cannot yet be announced.
- Draft every disclosure natively in Arabic and English; remember the Arabic prevails.
- Enforce closed-period dealing restrictions for directors, executives, and substantial shareholders.
How Elevare helps
Elevare Partners advises Saudi listed companies on the full continuing-obligation regime: a periodic reporting calendar aligned to CMA deadlines, board-report content checked against the rules, and material-event announcements drafted bilingually and verified before they go out through Efsah. We help build the disclosure process — the materiality test, the approval chain, the templates — so the company is never improvising on the day. Our PRISM analytics monitor peer disclosure patterns and Tadawul updates continuously, so an announcement can be checked against how comparable issuers have disclosed similar events and against the current rules.
