In this Charter, the following words shall have the meanings assigned thereto:

University: King Saud University (Independent, Non-Profit Academic Institution).

RCRC: Royal Commission for Riyadh City.

Board: Board of Directors of the University.

Charter: Charter of the University.

Regulations: Regulations issued under this Charter.

1. The University, as a non-profit academic institution, shall, under this Charter, have a legal personality and independent financial liability, including financial, administrative, and academic independence.

2. The University shall be owned by the RCRC and shall be headquartered in the city of Riyadh. It may, as needed, establish branches, colleges, institutes, departments, research centers, and programs at locations other than its headquarters.

The RCRC’s board of directors shall oversee the University by approving the University’s visions, strategic plans, and annual plans and reports; its controls, standards, and performance measurement frameworks which relate to higher academic education; and any other relevant aspects, in accordance with the provisions of this Charter. The RCRC’s board of directors shall, in particular, undertake the following:

1. Approve the policies relating to the University’s activities and strategies as well as the plans and programs necessary for their implementation.

2. Approve the University’s draft budget, final accounts, and annual report as well as the auditor’s report.

3. Approve the policies governing the approval of financial support for the University and the manner for promoting such support, and governing the acceptance of gifts, aids, grants, bequests, donations, endowments, and other contributions from within the Kingdom or abroad.

4. Approve the controls governing the University's conclusion of contracts for loans and other forms of financing.

5. Approve the University’s investment strategy as well as its investment policies and procedures, including specifying the targeted returns, setting the investment decision-making process, monitoring investment performance, and exiting therefrom.

6. Approve the University’s accounting standards and policies.

7. Approve the controls governing the University’s incorporation of or investment in companies and other special purpose entities, and its establishment of or investment in investment funds and the like, in a manner not inconsistent with applicable procedures and statutory provisions.

8. Approve the controls governing the nomination and appointment of University representatives in the boards of directors of the companies and entities the University owns or invests in, and determine their rights and their obligations to the University.

9. Approve the University’s risk management procedures and systems.

10. Approve the University's policy for disclosure and conflict of interest.

11. Approve the controls governing the University’s establishment of endowments within the Kingdom and abroad and the management thereof, in accordance with applicable procedures and statutory provisions.

12. Appoint members of the Board.

13. Appoint the President of the University upon the Board’s nomination, and determine his powers.

14. Approve the regulations specifying the controls and criteria governing Board membership and the rules for the selection and dismissal of Board members.

15. Approve the Board’s work rules and procedures.

16. Approve the policy for the remuneration of the members of the Board and its committees as well as senior executives.

17. Appoint members of the Audit and Compliance Committee, and approve its work rules and duties as well as the remuneration of its members.

The RCRC’s board of directors may, at its discretion, delegate certain powers to the Board or its Chairman.

1. Without prejudice to Article 3 of this Charter, the University shall have full authority and discretion to take all the actions necessary for the realization of its objectives and management of its affairs, branches, colleges, institutes, centers, departments, programs, and facilities, in accordance with the provisions of this Charter and the Regulations.

2. Faculty members of the University shall have academic and research freedom and rights in conducting and developing scientific research, disseminating knowledge, and creating the appropriate research and educational environment, in line with the best practices of leading international universities. Faculty members shall exercise such freedom and rights to promote students’ knowledge in their fields of specialization, improve their scientific competencies and skills, and develop and deepen knowledge, as may be determined by the Board.

3. The University shall not be subject to any of the laws or regulations applicable to non-profit organizations. The University and its faculty members shall not be subject to any laws, regulations, or instructions applicable to other universities and faculty members inside the Kingdom; they shall, however, comply with State policies.

4. The University shall grant diplomas for all degrees of higher education, fellowship and postdoctoral degrees, continuing education programs, distance education programs, and blended learning programs. It may also grant honorary degrees, as determined by the Board.

5. The University shall endeavor to satisfy academic accreditation standards, in accordance with the best standards and practices applicable in the field as adopted by the Education and Training Evaluation Commission in the Kingdom and by international academic accreditation bodies and institutions.

1. The University shall aim to realize the following objectives:

• a) Serve higher education in the city of Riyadh in particular, and in the Kingdom in general.

• b) Be a leading institution in the field of university education regionally and globally that contributes to the development of the national economy and seeks to meet the needs of the labor market and the knowledge economy.

• c) Stimulate the process of growth and development, and promote scientific research, innovation, creativity, and leadership in all academic and applied fields.

• d) Raise the ranking of higher education services in the city of Riyadh in particular, and in the Kingdom in general, in world university ranking reports.

2. Without prejudice to the provisions of Article 3 of this Charter, the University shall have all the powers necessary to realize its objectives, in particular the following:

• a) Developing policies relating to the University’s activities and strategies as well as the plans and programs necessary for their implementation.

• b) Acquiring, disposing of, and investing assets, including real estate properties, rights in rem, intellectual rights, shares, securities, foreign currencies, commodities, and financial derivatives of any type, within the Kingdom and abroad.

• c) Investing its movable properties and any assets allocated thereto, as approved by the RCRC’s board of directors in this regard.

• d) Incorporating or investing in companies and other special purpose entities, and establishing or investing in investment funds and the like, in accordance with applicable procedures and statutory provisions as well as any controls set by the Board that are not inconsistent with said procedures and provisions.

• e) Concluding agreements, memoranda of understanding, memoranda of cooperation, protocols, and contracts; and exchanging expertise with other universities, academic institutions, and local, regional, and international bodies relevant to its functions and tasks, including international academic accreditation bodies and institutions.

• f) Developing, preparing, and approving academic and research courses and materials according to academic standards and in line with the best practices adopted by leading international universities.

• g) Offering training and qualification courses for academic, scientific, engineering, medical, and executive cadres, in line with the best practices adopted by leading international universities.

• h) Preparing strategic and specialized studies and providing consulting services, in accordance with the controls set by the Board.

• i) Establishing and managing endowments within the Kingdom and abroad, in accordance with applicable procedures and statutory provisions as well as any controls approved by the RCRC’s board of directors that are not inconsistent with such procedures and provisions.

1. The University shall have a board of directors composed of the following:

• a) At least fourteen members, including the chairman and vice-chairman.

• b) The President of the University, as a member.

2. With the exception of the President of the University, the term of board membership shall be three years, renewable twice.

3. Remuneration of board members shall be determined pursuant to a decision by the RCRC’s board of directors, in accordance with the approved remuneration policy.

Without prejudice to the provisions of Article 3 of this Charter, the Board shall have all the powers necessary to achieve the objectives of the University. The Board shall be the authority in charge of managing the affairs of the University and shall take all the decisions necessary to achieve its objectives. It shall, in particular, undertake the following:

1. Developing the policies relating to the University’s activities and strategies as well as the plans and programs necessary for their implementation, in preparation for submission to the RCRC’s board of directors for approval, and overseeing implementation thereof upon approval.

2. Overseeing the work progress of the University, monitoring its growth and development, providing support thereto, and maintaining its independence and excellence.

3. Approving the University’s organizational structure, upon a proposal submitted by the President of the University.

4. Approving the regulations governing the academic, administrative, financial, and internal affairs of the University as well as any other regulations necessary for the management of its affairs, based on a proposal submitted by the President of the University.

5. Nominating the President of the University.

6. Appointing the University’s vice presidents and general legal counsel as well as the deans of colleges and institutes, upon a recommendation by the President of the University, and appointing faculty members in accordance with the Regulations.

7. Approving the establishment of branches, colleges, institutes, departments, research centers, and programs, upon a recommendation by the President of the University.

8. Determining tuition fees as well as any fees the Board decides to charge for services and works.

9. Approving the University’s draft budget, final accounts, and annual report as well as the auditor’s report in preparation for their submission to the RCRC’s board of directors for approval.

10. Approving the incorporation of or investment in companies and other special purpose entities and the establishment of or investment in investment funds and the like, determining their functions, and overseeing the drafting of their incorporation and establishment documents, in accordance with applicable procedures and statutory provisions as well as the controls set by the Board that are not inconsistent with such procedures and provisions.

11. Approving the conclusion of agreements, memoranda of understanding, memoranda of cooperation, protocols, and contracts, and authorizing the President of the University to sign the same.

12. Developing the policies governing the approval of financial support for the University and the manner for promoting such support, and governing the acceptance of gifts, aids, grants, bequests, donations, endowments, and other contributions from within the Kingdom or abroad, and submitting such policies to the RCRC’s board of directors for consideration and approval.

13. Approving the acquisition, disposition, and investment of assets.

14. Approving the conclusion of contracts for loans and other forms of financing, in accordance with the controls approved by the RCRC’s board of directors.

15. Approving the academic calendar of each year and the date of graduation ceremonies, without having to adhere to any other academic calendar.

16. Developing the University’s investment strategy as well as its investment policies and procedures, including specifying the targeted returns, setting the investment decision-making process, monitoring investment performance, and exiting therefrom, and submitting the same to the RCRC’s board of directors for consideration and approval.

17. Developing the University’s accounting standards and policies, in conformity with the established standards and policies applicable in the Kingdom, and submitting the same to the RCRC’s board of directors for consideration and approval.

18. Determining the beginning and end of the fiscal year.

19. Setting the controls governing the nomination and appointment of University representatives in the boards of directors of the companies and entities the University owns or invests in and determining their rights and their obligations to the University, and submitting the same to the RCRC’s board of directors for consideration and approval.

20. Approving the procedures governing media outreach, upon a proposal by the President of the University.

21. Developing the University’s risk management procedures and systems, and submitting the same to the RCRC’s board of directors for consideration and approval.

22. Appointing a comptroller.

23. Developing controls for the establishment of University endowments within the Kingdom and abroad and the management thereof, in accordance with applicable procedures and statutory provisions, and submitting the same to the RCRC’s board of directors for consideration and approval.

24. Developing the University’s policy for disclosure and conflict of interest, and submitting such policy to the RCRC’s board of directors for consideration and approval.

25. Developing the policy for the remuneration of the members of the Board and its committees as well as senior executives, and submitting such policy to the RCRC’s board of directors for consideration and approval.

26. Developing the regulations specifying the controls and criteria governing Board membership and the rules for the selection and dismissal of Board members, and submitting the same to the RCRC’s board of directors for consideration and approval.

The Board may, at its discretion, form standing or ad hoc committees from among its members or others and may assign thereto any duties it deems appropriate. The formation decision of each committee shall name its chairman and members and determine their duties as well as their remuneration according to the approved remuneration policy. Each committee may seek the assistance of any person it deems appropriate to perform the tasks assigned thereto. The Board may also delegate certain powers to its Chairman or any of its members, or to any University official, as required for the proper functioning of the University.

1. Board meetings shall be held at the University’s headquarters, and may, subject to the approval of the Chairman of the Board, be held at any other location.

2. The Board shall convene at least once every two months upon a call by its Chairman, and if needed, as determined by the Chairman or if requested by at least one-third of Board members. The invitation shall be made in writing at least seven days prior to the date set for the meeting, and shall include the agenda.

3. Board meetings shall be deemed valid if attended by at least the majority of Board members, including the Board Chairman or Vice-Chairman.

4. Board decisions shall be passed by at least the majority vote of attending members. In case of a tie, the meeting chairman shall have the casting vote.

5. A Board member may not abstain from voting nor vote by proxy.

6. Meeting deliberations and decisions shall be entered into minutes signed by the chairman of the meeting and attending members. A dissenting member may request that his objection and the reasons therefor be entered into the minutes.

7. The Board may, at its discretion, invite any person to attend its meetings in a non-voting capacity.

8. The Board shall set the rules and procedures governing its work, including the procedures for calling for meetings and for holding meetings in person or virtually as well as the provisions pertaining to decisions, whether being passed during meetings or by circulation, and shall submit the same to the RCRC’s board of directors for consideration and approval.

9. The Board shall appoint a secretary pursuant to a decision issued thereby. The secretary shall be in charge of preparing the meeting agenda, sending invitations to the members and the secretariat, drafting the minutes and decisions and entering them in the relevant record, and performing any other duties as determined by the Board. The appointment decision of the secretary shall determine his salary and financial benefits, in accordance with the Regulations.

1. The University shall have scientific and academic councils. The Board shall, pursuant to a decision issued thereby, name the chairpersons and members of such councils and determine their duties and work procedures. Such councils shall be independent in the performance of their duties with regards to technical aspects (scientific and academic), and may, when necessary, form subcommittees.

2. Subject to the provisions of Article 7 of this Charter, the Board shall form the following standing committees every two years:

• a) Executive Committee.

• b) Investment Committee.

• c) Nomination and Remuneration Committee.

The Board shall determine the duties of each committee and its work rules as well as the remuneration of its members in accordance with the approved remuneration policy.

The President of the University shall be its chief executive officer and shall be in charge of managing its affairs. The President’s responsibilities shall be within the limits of this Charter and the powers conferred thereupon by the RCRC’s board of directors.