Telecommunications Companies Forum Governance Regulations

1. Introduction

  • Pursuant to the provisions of Article Two of the Law of Telecommunications and Information Technology (the Law) issued by Royal Decree No. (M/106) dated 12/11/1443 AH, and pursuant to the provisions of the Commission’s Statute (the Statute), and in pursuit of the Commission’s efforts to raise the level of regulation of supervisory and oversight activities over the telecommunications companies sector, and building on the commonalities shared by telecommunications companies in terms of objectives, means, surrounding factors, and international challenges, and in continuation of the successes achieved by those companies in developing the sector, the Commission issued this Regulation for the Telecommunications Companies Forum to promote the telecommunications and information technology sector, thereby contributing to the sustainability of its growth and stability, ensuring fairness in its transactions, and seeking to achieve consensus of views and positions on matters of common interest. Through this Forum, the Commission also seeks to support the ties among local telecommunications companies, strengthen the bonds of cooperation between them, and coordinate their activities in service of the public interest and the common interests of the sector.

2. Forum Objectives

  • The Forum shall be considered part of, and a supporter of, the Communications and Information Technology sector, and shall represent its members in all matters relating to their common affairs and contribute to enhancing partnership and engagement with the private sector through:

    • 1-2 Working to achieve consensus among the members in representing them before local, regional, and international authorities and forums.
    • 2-2 Unifying and pooling efforts among the members to enable and keep pace with the requirements of the sector’s strategic plans.
    • 3-2 Seeking to attract and localize technology among the members and raise the level of adoption of the latest technological developments.
    • 4-2 Developing systems and mechanisms for the amicable resolution of disputes that may arise between the members, in accordance with the Authority’s regulations, and ensuring stability in their relations.
    • 5-2 Holding conferences and seminars to discuss technological developments, legislation, and other changes arising in the Communications and Information Technology sector, whether directed at the members or the public.
    • 6-2 Coordinating and implementing joint media campaigns.
    • 7-2 Activating and enhancing the positive role of telecommunications companies in the field of social services and community development.
    • 8-2 Preparing studies on the Communications and Information Technology market and submitting them to the Authority for consideration when making decisions relating to market regulation.
    • 9-2 Serving the public interest and the common interests of the sector.

3. Definitions

  • Words and phrases contained in the Authority’s regulations shall have the same meaning when used in this document, and the following words and phrases shall also have the meanings set out below, unless the context requires otherwise:

    • 1-3 Authority: Communications, Space and Technology Commission.
    • 2-3 Forum: An entity representing telecommunications and information technology companies in the Kingdom and subject to the supervision of the Authority.
    • 3-3 Board of Directors: The Board of Directors of the Forum.
    • 4-3 Executive Management: The administrative level responsible for organizing and conducting the Forum’s daily operations, supervising its committees, and implementing the directives of the Forum’s Board of Directors.
    • 5-3 Telecommunications Companies: Telecommunications and information technology service providers licensed by the Authority.
    • 6-3 Permanent Committee: A committee whose work and duties continue on a permanent basis.
    • 7-3 Temporary Committee: A committee formed to consider a specific task and dissolved upon completion of that task.
    • 8-3 Expert: Any person invited to a committee meeting to benefit from their expertise for a particular purpose or regarding a specific consultation.
    • 9-3 Agenda: The document in which the business and its sequence are clarified and arranged, and which is presented and discussed at the meeting.
    • 10-3 Minutes of the Meeting: A detailed record setting out what was discussed and deliberated during the meetings, and serving as the official reference for the proposals and reports presented.
    • 11-3 Quorum: The minimum number of members whose attendance renders the recommendations of the meeting effective and duly constituted.
    • 12-3 Voting: A right granted to members attending a meeting at which the quorum is present, to express their opinion on a particular matter.
    • 13-3 Majority Voting: Agreement by more than half of the votes of the members present on a matter or recommendation, after excluding the number of members who abstained from voting, at a meeting at which the quorum is present. In the event of an equal number of votes, the opinion supported by the Chair of the Board shall prevail.

4. Role of the Communications, Space and Technology Commission

  • 1-4 Supervise the meetings of the committees and the Board of Directors to ensure that the Forum complies with its duties and follows the procedures assigned to it, as the Authority shall have the right to nominate one or more of its personnel to attend any of the meetings as a participating member without voting rights.

  • 2-4 Review the minutes of meetings of the Board of Directors and the committees, as well as their agendas.

  • 3-4 Review the recommendations submitted by the Forum and take them into consideration when making decisions.

  • 4-4 Provide the committees with documents relevant to their activities upon their request.

  • 5-4 The Authority’s representative shall serve as the link between the Authority and the Forum.

  • 6-4 The Authority shall have the right, at its absolute discretion, to cease supervising the Forum upon the fulfillment of all or some of the indicators it deems relevant, including:

    • 1-6-4 The holding of a number of meetings of the Forum’s Board of Directors.
    • 2-6-4 The implementation of a number of joint media campaigns.
    • 3-6-4 The holding of a number of conferences and seminars.

5. Participation in the Forum

1-5 Participation in the Forum is optional for telecommunications companies wishing to benefit from the Forum’s activities.
2-5 Types of Forum Membership:

  • 1-2-5 Partial Membership: The Forum’s Board of Directors shall designate its members from among the service providers licensed by the Authority and shall determine the rights and obligations applicable to them.
  • 2-2-5 Full Membership: This category includes telecommunications companies with infrastructure licensed by the Authority. Such companies shall have all rights and shall be subject to all obligations.

6. Forum Membership Requirements

  • 1-6 The Member shall be a telecommunications company licensed by the Commission.
  • 2-6 Undertaking to comply with the provisions of this Document.
  • 3-6 Payment of the financial obligations stipulated in Article (6) Six of this Document.

7. Subscriptions and Fees

  • 1-7 The Board of Directors of the Forum shall determine the amounts of the annual subscriptions payable by members and the mechanism for paying them, taking into consideration the members’ financial circumstances and capabilities.
  • 2-7  The subscription fees of the Forum shall be operational in nature, for the purpose of financing its activities and programs. They shall be deposited into and disbursed from a financial account belonging to the Forum, administered by the Board of Directors in accordance with the relevant regulations.
  • 3-7 The Board of Directors may request members to finance its initiatives in a manner that achieves the objectives of the Forum and in accordance with the resolutions adopted in this regard.

9. Proposals submitted by the committees

  • 1-9 All matters and proposals issued by the committees shall be submitted to Executive Management, which shall, in turn, study the proposals and submit whatever is required in this regard to the Board of Directors to make its recommendation thereon.
  • 2-9 The proposal submitted to Executive Management must provide an adequate description of the subject matter, including the nature of the issues raised therein, the practices prevailing at the local, regional, and international levels, an analysis of the current situation, and the proposed changes.

10. Board of Directors

  • 1-10 Formation of the Council and Removal from It:

    • 1-1-10 The Board of Directors shall be formed in accordance with the nominations submitted by the Forum members, such that there shall be one representative for each company holding full membership in the Forum, at the chief executive officer level only.
    • 2-1-10 A Chairperson and a Vice-Chairperson shall be selected from among the Council members themselves by majority vote, once every two years.
    • 3-1-10 A new Chairperson of the Council shall be nominated at the last meeting held at the end of the statutory term (two years), by majority vote.
    • 4-1-10 The Chairperson of the Council or the Vice-Chairperson may not be nominated for the same position for two consecutive terms.
    • 5-1-10 The chairmanship of the Council may not be combined with executive management.
    • 6-1-10 A Secretary and a Deputy Secretary of the Council shall be appointed by the Chairperson of the Council, and their assignments shall be renewed once every two years.
    • 7-1-10 The Council member representing a company shall be automatically removed upon termination of his employment with the company, and the company he represents shall nominate another member to replace him.
    • 8-1-10 The company may nominate an alternate member at any time it deems appropriate before the end of his term.
  • 2-10 Meetings and Voting:

    • 1-2-10 The Board of Directors shall hold its meetings at least once every calendar quarter, and shall also convene if the Chairperson of the Council deems it necessary or if any Council member so requests in writing.
    • 2-2-10 The Council shall hold its meetings at the location agreed upon by the majority of the members.
    • 3-2-10 A meeting of the Board of Directors shall be convened in the presence of all full members, provided that the Chairperson or the Vice-Chairperson is among them.
    • 4-2-10 The remaining members shall be obligated to attend the meetings of the Board of Directors. A member may authorize a company representative to attend and vote at the Council meetings on his behalf, provided that the authorized company representative is from the company’s senior management and that prior notice is given to the Chairperson of the Council.
    • 5-2-10 The Board of Directors shall adopt its recommendations at the meetings unanimously by all telecommunications companies holding full membership.
    • 6-2-10 The Board of Directors may invite one or more experts to participate in the meetings after obtaining the approval of the Chairperson of the Council, without such experts having voting rights.
  • 3-10 Agenda, Meeting Minutes and Reports:

    • 1-3-10 The agenda shall be approved by the Chairperson of the Council and prepared by the Secretary or the Deputy Secretary, and shall include all topics to be discussed at the meeting.
    • 2-3-10 The members shall notify the Chairperson of the Council, in writing or verbally, of the topics they believe will contribute to achieving the objectives intended from the meetings. The Chairperson of the Council shall take the proposed topics into consideration when approving the agenda and before sending it to the members, provided that the request is submitted to the Chairperson at least ten (10) business days before the meeting.
    • 3-3-10 The Secretary shall send the approved agenda, accompanied by the documents to be discussed at the meeting, to all Council members at least five (5) business days before the meeting.
    • 4-3-10 The Secretary shall prepare minutes after each Council meeting, recording the meeting number and date, the location where it was held, the names of those present, all topics discussed, the recommendations put to a vote, objections, and instances of abstention from voting, stating the reasons, if any.
    • 5-3-10 The Secretary shall send the meeting minutes to all Council members no later than five (5) business days after the meeting, in the manner prescribed for that purpose, before they are approved and signed by the Chairperson of the Council and the Secretary, provided that the Secretary is provided with comments and views within five (5) business days of receipt of the meeting minutes.
    • 6-3-10 The Secretary shall retain all reports and minutes in a manner that facilitates reference thereto.
    • 7-3-10 Upon expiry of his term as Chairperson, the Chairperson of the Council shall provide the Secretary with all documents pursuant to a handover record, whereupon the Secretary shall deliver the documents to the new Chairperson of the Council.
  • 4-10 Duties and Responsibilities:

    • 1-4-10 Duties and Responsibilities of the Board of Directors:

      • 1-1-4-10 Determine the scope of partial membership and name its members in coordination with the Authority.
      • 2-1-4-10 Establish the structure of executive management and name its Chairperson and Deputy.
      • 3-1-4-10 Name the members of the standing committees.
      • 4-1-4-10 Provide general guidance and direction to executive management regarding the common matters faced by the telecommunications and information technology sector in the Kingdom of Saudi Arabia.
      • 5-1-4-10 Follow up on the work of executive management and evaluate its performance to ensure its effectiveness and achievement of the objectives intended for it.
      • 6-1-4-10 Review and propose amendments to this document and develop it whenever necessary. This shall be carried out by a majority vote of the members, followed by submitting a request to the Authority for approval of the amendment to the document. The Governor shall approve the amendment thereto.
      • 7-1-4-10 Determine the amounts of annual membership fees and the mechanism for their payment, in addition to requesting members to fund the Forum’s initiatives in a manner that achieves the Forum’s objectives and in accordance with the decisions adopted in this regard.
      • 8-1-4-10 Approve the annual financial statement for the Forum’s account after it has been prepared by an external auditor.
      • 9-1-4-10 Approve the strategic plan and the annual report prepared by executive management.
      • 10-1-4-10 Approve the external auditor’s report for the Forum.
    • 2-4-10 Duties and Responsibilities of the Chairperson of the Council:

      • 1-2-4-10 Contribute to enabling the Board of Directors to perform its duties and responsibilities with a high degree of efficiency and follow up thereon.
      • 2-2-4-10 Manage the meetings and discussions of the Board of Directors and enable all parties to contribute to the recommendations adopted.
      • 3-2-4-10 Communicate with executive management to verify that the duties and projects assigned to it are progressing as required.
      • 4-2-4-10 Provide the Secretary with all documents pursuant to a handover record upon expiry of his term as Chairperson, whereupon the Secretary shall deliver the documents to the new Chairperson.
    • 3-4-10 Duties and Responsibilities of the Secretary:

      • 1-3-4-10 Make the necessary arrangements for Council meetings, coordinate the topics proposed for inclusion in the agenda, and obtain its approval from the Chairperson of the Council. The Secretary shall be responsible for sending the approved agenda, accompanied by the documents to be discussed at the meeting, to all Council members and the Authority.
      • 2-3-4-10 Prepare minutes after each Council meeting in accordance with the details set out in Paragraph (10-3-4)
      • 3-3-4-10 Send the meeting minutes to the Council and the Authority.
      • 4-3-4-10 Sign the final copy of the meeting report jointly with the Chairperson of the Council.
      • 5-3-4-10 Retain all reports and minutes in a manner that facilitates reference thereto, including electronically.
      • 6-3-4-10 Perform any task within the scope of the Forum’s work requested or assigned to him by the Chairperson or the Vice-Chairperson.
    • 4-4-10 Duties and Responsibilities of Council Members:

      • 1-4-4-10 Council members shall participate in the topics raised and the challenges they face that have an impact on the telecommunications and information technology sector in the Kingdom.
      • 2-4-4-10 Keep abreast of all developments in the telecommunications and information technology sector, including the relevant laws and the changes made thereto, whether by the Authority or by any other relevant regulatory bodies, institutions, and entities, in addition to keeping pace with international developments.
      • 3-4-4-10 Maintain a high level of professionalism through active participation in the discussions held during the meetings of the Council and its committees.
      • 4-4-4-10 Any other duties that the Council deems appropriate to assign to a member.

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