Introduction to Continuous Disclosure in the Saudi Capital Market

Framework, Importance, and the Role of Tadawul and CMA

First: Introduction

Continuous disclosure is the lifeblood of an efficient capital market. Without ongoing, accurate, and timely information from listed companies, investors cannot make informed decisions, prices cannot reflect true value, and trust collapses. The Saudi capital market has developed a sophisticated continuous disclosure framework anchored by the Capital Market Authority’s regulations, Tadawul’s listing rules, and the IFSAH electronic disclosure system. This framework has evolved dramatically since the establishment of the CMA in 2003, keeping pace with international best practices.

The 2024-2025 amendments to the Rules on the Offer of Securities and Continuing Obligations (OSCO), along with Tadawul’s increasingly sophisticated disclosure platforms, reflect a market maturing rapidly. Today, Saudi listed companies operate under disclosure obligations that rival those of any developed market. Understanding this framework — its principles, its mechanics, its evolution — is essential for board members, executives, compliance officers, and investors alike. This article provides the foundational overview of the continuous disclosure regime.

💡  Key Insight Continuous disclosure is not a regulatory afterthought — it is the operating system of a fair capital market. When the market knows what the company knows, prices are fair, capital is allocated efficiently, and trust grows. When information is hoarded, leaked selectively, or delayed, prices distort and markets fail. Every disclosure decision, however small, contributes to market integrity.

Second: Concept of Continuous Disclosure

1. Definition

Continuous disclosure:

• Ongoing obligation of listed companies.
• To provide material information.
• To the market in a timely manner.
• Through approved channels.
• Throughout the company’s listing.

2. The Two Components

2.1 Periodic Disclosure

• On scheduled dates.
• Quarterly financial statements.
• Annual reports.
• Board of Directors annual report.

2.2 Immediate Disclosure

• Event-driven.
• Upon occurrence of material developments.
• Without unjustified delay.
• Through Tadawul (IFSAH).

3. Underlying Principles

3.1 Equal Access

• Same information to all investors.
• At the same time.
• Without preferential leaks.
• Through public channels.

3.2 Materiality

• Information that affects investment decisions.
• Or share price.
• Or value of the company.

3.3 Timeliness

• As soon as known.
• Before market reactions to leaks.
• Before trading occurs on the information.

3.4 Accuracy

• Truthful and complete.
• Not misleading.
• With sufficient context.

Third: Importance of Continuous Disclosure

1. For the Market

1.1 Price Discovery

• Prices reflect available information.
• Efficient market hypothesis.
• Fair valuation.
• Reduces speculation.

1.2 Investor Protection

• Informed decision-making.
• Equal opportunity.
• Protection from manipulation.
• Reduced information asymmetry.

1.3 Market Confidence

• Trust drives liquidity.
• Attracts foreign investment.
• Supports growth.
• Strengthens the market’s standing globally.

2. For Listed Companies

2.1 Access to Capital

• Better cost of capital.
• Diversified investor base.
• Access to international markets.

2.2 Credibility

• Builds reputation over time.
• Strengthens relationships with stakeholders.
• Attracts talent.
• Enables strategic partnerships.

2.3 Discipline

• Forces internal rigor.
• Strengthens governance.
• Improves decision-making.
• Identifies issues early.

3. For Investors

3.1 Informed Decisions

• Buying, selling, holding.
• Based on facts.
• Not speculation.

3.2 Risk Assessment

• Understanding company risks.
• Industry dynamics.
• Strategic direction.

3.3 Equal Treatment

• Same information as others.
• Fair playing field.
• Trust in the system.

Fourth: Historical Evolution

1. Pre-CMA Era (Before 2003)

• Limited regulatory framework.
• Disclosure largely voluntary.
• Sparse listed companies.
• Informal practices.

2. CMA Establishment (2003)

• Capital Market Law (M/30).
• Establishment of formal authority.
• Foundational rules.
• Beginning of structured framework.

3. Initial Regulations (2004-2010)

• First listing rules.
• Initial disclosure requirements.
• Building infrastructure.
• Learning from international markets.

4. Maturation (2011-2017)

• More sophisticated rules.
• Corporate Governance Regulations 2017.
• Parallel Market (Nomu) launch 2017.
• IFRS adoption since 2017.

5. OSCO Issuance (2017)

5.1 The Rules

Rules on the Offer of Securities and Continuing Obligations:

• Issued by CMA Board Resolution 3-123-2017.
• Dated 9/4/1439H (27/12/2017G).
• Comprehensive framework.
• Replacing earlier scattered rules.

5.2 The Importance

• Unified disclosure framework.
• Aligned with international standards.
• Clear obligations.
• Reference for the market.

6. International Recognition (2019)

• MSCI Emerging Markets Index inclusion.
• Validation of regulatory framework.
• Surge in foreign investment.
• Major milestone.

7. Recent Amendments (2022-2025)

7.1 2022 Amendments

• Refinements to disclosure timing.
• Enhanced specialized disclosures.

7.2 2023 Amendments

• Alignment with new Companies Law (M/132).
• Effective 19/01/2023G.
• Comprehensive update.

7.3 2024 Amendments

• Resolution 3-114-2024.
• Dated 4 Rabi Al-Thani 1446 / 7 October 2024.
• Refinements to multiple areas.

7.4 2025 Amendments

• Resolution 1/53/2025.
• Dated 21 Dhu Al-Qa’dah 1446 / 19 May 2025.
• Adding Saudi Depositary Receipts framework.
• Continued evolution.

Fifth: The Institutional Framework

1. Capital Market Authority (CMA)

1.1 Role

• Primary regulator.
• Issues regulations and rules.
• Supervises listed companies.
• Investigates violations.
• Imposes penalties.

1.2 Powers

• Legislative, supervisory, investigative, penal.
• Broad authority.
• Backed by Capital Market Law.

2. Saudi Tadawul Group

2.1 Role

• Operates the Saudi Stock Exchange.
• Implements listing rules.
• Provides IFSAH disclosure platform.
• Maintains market infrastructure.

2.2 Structure

• Saudi Exchange (Tadawul).
• Edaa (Depository Center).
• Muqassa (Clearing).
• Tadawul Advanced Solutions.

3. Listed Companies

3.1 Obligations

• Comply with all disclosure requirements.
• Maintain disclosure systems.
• Appoint disclosure officer.
• Train relevant personnel.

3.2 Responsibilities

• Board ultimate responsibility.
• Executive management daily.
• Disclosure officer specialized.
• Joint and several liability.

4. Other Stakeholders

• External auditors.
• Legal advisors.
• Disclosure consultants.
• Investor relations specialists.

Sixth: Key Concepts

1. Materiality

1.1 The Standard

Material information:

• If a reasonable investor would consider it important.
• In deciding to buy, sell, or hold.
• Or it would significantly affect share price.
• Significantly = potential price movement.

1.2 Application

• Judgment-based assessment.
• Considering all circumstances.
• When in doubt, disclose.
• Documented decision process.

2. Confidentiality and Disclosure

2.1 The Tension

• Need to keep information confidential pre-announcement.
• Need to disclose promptly when ready.
• Balance is delicate.
• Procedures matter.

2.2 Selective Disclosure

• Disclosing to some, not all.
• Strictly prohibited.
• Major violation.
• Source of insider trading risk.

3. Insider Information

3.1 Definition

• Non-public material information.
• Known to specific individuals.
• Due to their position.
• Pre-disclosure to market.

3.2 Restrictions

• No trading on insider information.
• No tipping others.
• Strict procedures.
• Blackout periods.

4. Disclosure Officers

4.1 Role

• Coordinates disclosure.
• Verifies content.
• Manages IFSAH submissions.
• Communicates with regulators.

4.2 Requirements

• Authorized by the company.
• Registered with Tadawul.
• Trained.
• Backup arrangements.

📌  Note The role of disclosure officer has evolved significantly. What was once an administrative function has become strategic — coordinating with the board, executive management, legal, and external advisors. In leading companies, the disclosure officer is part of the senior management team, with direct access to the CEO and CFO. This elevation reflects the centrality of disclosure to modern governance.

Seventh: Types of Disclosures

1. Periodic Disclosures

Type	Frequency	Deadline
Quarterly Statements	Q1, Q2, Q3	30 days from quarter end (Main); 45 days half-year (Nomu)
Annual Statements	Annually	90 days from year end
Board Annual Report	Annually	21 days before AGM
Governance Report	Annually	Within annual report
ESG Report (when applicable)	Annually	With annual report or separate

2. Immediate Disclosures

2.1 Trigger Events

• Material business developments.
• Financial events.
• Management changes.
• Legal matters.
• Strategic transactions.
• Regulatory actions.

2.2 Timing

• As soon as the company knows.
• No unjustified delay.
• Generally within hours.
• Often before market opening.

3. Specialized Disclosures

3.1 Major Shareholders

• 5% or more ownership.
• Changes of 1% or more.
• Within 5 business days.

3.2 Insiders

• Board members.
• Senior management.
• Their trades.
• Within 5 business days.

3.3 Related Party Transactions

• With related parties.
• Of various thresholds.
• Multiple disclosure points.

3.4 M&A

• Tender offers.
• Mergers.
• Major acquisitions.
• Per M&A Regulations.

Eighth: Disclosure Channels

1. IFSAH (Primary Channel)

1.1 What It Is

IFSAH (إفصاح):

• Electronic disclosure system.
• Operated by Tadawul.
• Primary channel for all disclosures.
• Available 24/7.

1.2 Functionality

• Templates for various disclosures.
• Authentication and security.
• Audit trail.
• Public viewing portal.

2. Company Website

• Mirror IFSAH disclosures.
• Investor relations page.
• Comprehensive archive.
• Continuously updated.

3. Newspapers

• For specific announcements (AGMs, capital changes).
• Two daily newspapers.
• With specified content.
• Traditional channel.

4. International Channels (Optional)

• Bloomberg, Reuters.
• English versions.
• For international investors.
• Increasing importance.

Ninth: Responsibilities and Accountability

1. The Board of Directors

1.1 Ultimate Responsibility

• Joint and several liability.
• For all disclosures.
• For their accuracy.
• For their completeness.

1.2 Approval Authority

• Major disclosures.
• Financial statements.
• Annual reports.
• Strategic announcements.

2. Executive Management

2.1 Daily Operations

• Monitoring developments.
• Identifying disclosure events.
• Preparing content.
• Coordinating timing.

2.2 CEO and CFO

• Certifications.
• Sign-off on disclosures.
• Public communications.
• Investor calls.

3. Disclosure Officer

• Coordination role.
• IFSAH submissions.
• Compliance with timing.
• Liaison with CMA and Tadawul.

4. Other Personnel

4.1 Legal Counsel

• Review of disclosures.
• Risk assessment.
• Compliance verification.
• Specialized advice.

4.2 Investor Relations

• External communication.
• Market sentiment monitoring.
• Analyst relationships.
• Information feedback.

4.3 Internal Audit

• Compliance audits.
• Process reviews.
• Recommendations.
• Reporting to Audit Committee.

Tenth: International Context

1. IOSCO Principles

International Organization of Securities Commissions:

• Issues global principles.
• Standards for securities regulation.
• Including continuous disclosure.
• Saudi CMA is signatory to MMoU.

2. IFRS

• International Financial Reporting Standards.
• Adopted in Saudi Arabia since 2017.
• Under SOCPA supervision.
• Global comparability.

3. ISSB Standards

• Sustainability disclosure standards.
• IFRS S1 and S2.
• Emerging global framework.
• Saudi alignment expected.

4. Regional Cooperation

4.1 GCC Coordination

• Regional regulatory cooperation.
• Cross-listing facilitations.
• Harmonization efforts.

4.2 Cross-Listings

• Americana Restaurants (December 2022).
• Tadawul + Abu Dhabi Securities Exchange.
• Dual disclosure requirements.
• Pioneering case.

Eleventh: Common Challenges

1. “Materiality Judgment” Challenge

Deciding what is material:

• Solution: clear policy with examples.
• Cross-functional review.
• Documented reasoning.
• When in doubt, disclose.

2. “Timing” Challenge

When to disclose:

• Solution: pre-determined processes.
• Rapid review committees.
• After-hours protocols.
• Speed plus accuracy.

3. “Confidentiality vs Disclosure” Challenge

Balancing pre-disclosure confidentiality:

• Solution: insider lists.
• Need-to-know basis.
• Confidentiality agreements.
• Compressed timelines.

4. “Resource” Challenge

Building disclosure infrastructure:

• Solution: dedicated team.
• Investment in systems.
• Continuous training.
• External advisory support.

Twelfth: Best Practices

1. At the Policy Level

• Comprehensive policy: covering all disclosure types.
• Clear escalation: for material events.
• Defined responsibilities: by role.
• Regular review: for relevance.

2. At the Process Level

• Decision frameworks: for materiality.
• Approval workflows: efficient.
• Timing protocols: for various scenarios.
• Templates: for consistency.

3. At the People Level

• Qualified disclosure officer: with backup.
• Training: for all involved.
• Awareness: across the organization.
• Culture: of transparency.

4. At the Technology Level

• Modern systems: for efficiency.
• Integration: with IFSAH.
• Monitoring tools: for materiality.
• Archives: for historical reference.

Conclusion

Continuous disclosure is the foundation of a fair and efficient capital market. The Saudi framework, anchored by OSCO Rules, Tadawul listing rules, and the IFSAH electronic system, has evolved into a mature regime that approaches international best practices. Listed companies face a complex web of obligations — periodic, immediate, and specialized — backed by significant penalties for non-compliance. Yet the framework is also an opportunity: companies that excel in disclosure earn investor trust, attract capital, and build sustainable value.

With ongoing amendments through 2024-2025 and the broader CMA modernization initiative through 2026, the Saudi disclosure regime continues to evolve. Saudi companies stand at an inflection point: those that view disclosure as a strategic asset, invest in capabilities, and adopt the highest standards will lead the next phase of Saudi capital market development. The remaining articles in this pillar explore each major dimension of continuous disclosure in detail, providing a comprehensive guide for practitioners, executives, and investors.

🎯  Essential Points to Remember (1) Continuous disclosure = ongoing obligation to disclose material information to the market. (2) Two components: periodic (scheduled) + immediate (event-driven). (3) Principles: equal access, materiality, timeliness, accuracy. (4) Framework: OSCO Rules + Listing Rules + CMA enforcement. (5) IFSAH is the primary electronic disclosure channel. (6) Disclosure types: periodic (quarterly, annual), immediate (material events), specialized (major shareholders, insiders, RPTs, M&A). (7) Ultimate responsibility lies with the Board — joint and several liability. (8) Disclosure officer plays a critical coordinating role. (9) International alignment: IOSCO, IFRS, ISSB, MSCI inclusion. (10) Recent evolution: 2023-2025 amendments + ongoing development through 2026.

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FAQS

What is continuous disclosure and what are its two main components?

Continuous disclosure is the ongoing obligation of listed companies to provide material information to the market in a timely manner through approved channels throughout their listing period, and it consists of two components: periodic disclosure on scheduled dates (quarterly and annual reports) and immediate disclosure triggered by material developments as soon as they occur.

What are the four core principles underlying continuous disclosure?

Equal access (the same information to all investors at the same time without preferential leaks), materiality (information that affects investment decisions or share price), timeliness (as soon as known and before trading occurs on the information), and accuracy (truthful, complete, and not misleading with sufficient context).

What is OSCO and when was it issued?

OSCO stands for the Rules on the Offer of Securities and Continuing Obligations, issued by CMA Board Resolution 3-123-2017 dated 27 December 2017G, and it serves as the comprehensive unified framework for all disclosure obligations, replacing earlier scattered rules and aligning the market with international standards.

References and Sources

• Rules on the Offer of Securities and Continuing Obligations (OSCO) — CMA Resolution 3-123-2017 and amendments through 2025.
• Capital Market Law (Royal Decree M/30).
• Saudi Companies Law (Royal Decree M/132).
• Corporate Governance Regulations.
• Tadawul Listing Rules and amendments.
• Market Conduct Regulations.
• Merger and Acquisition Regulations.
• OECD Corporate Governance Factbook 2025 — Saudi Arabia.
• IOSCO Principles for Securities Regulation.
• Saudi Vision 2030 — Financial Sector Development Program.