The words and terms mentioned in the Regulation shall have the meanings defined in the Law, and the words not mentioned in the Law shall have the meanings specified next to each of them in the Regulation:

1. Law: The Law of Service Providers for Pilgrims from Abroad issued by Royal Decree No. (M/111) dated 17 / 9 / 14440 AH.

2. Companies Law: The Companies Law issued by Royal Decree No. (M/3) dated 28/01/1437 AH and its executive regulations and any subsequent amendments.

3. Quantitative and Qualitative Classification Guide: The guide issued by the Ministry in accordance with the Law to determine the services provided by the companies of service providers and the companies offering services.

4. Conditions for Licensing Service Providing Companies: The conditions issued by the Ministry to regulate the licensing process of service providing companies under the Law, and to establish mechanisms for monitoring and evaluation for the purpose of renewing the license.

5. Treasury Shares: The shares held by the companies of service providers in accordance with their articles of association, including shares allocated to employees and beneficiaries, if any.

6. Market Value: The market value of the shares is determined according to the latest financial evaluation of the concerned company based on its most recent approved budget.

7. Beneficiary: A non-citizen to whom shares have been allocated in any of the institutions of service providers prior to the transformation or who has inherited the benefit of the shares after the transformation into service provider companies according to the mechanism specified in this Regulation.

8. Financial Year: The financial year for companies according to the articles of association of joint-stock companies and the founding contract and its amendments for limited liability companies.

9. Support Company: A service providing company wholly owned (100%) by the service provider company that provides shared support services to all companies operating within the jurisdiction of the service provider company.

10. Subsidiary Service Providing Company: A service providing company that is a subsidiary of the service provider company and is controlled by it, which provides services directly to the pilgrims.

11. Pilgrim Representative: The Office of Pilgrim Affairs and External Agencies.

12. Platform: The electronic platform or platforms approved by the Ministry. 

13. Office of Pilgrim Affairs: The entity responsible for arranging and organizing the affairs of pilgrims coming from the state to which it belongs.

14. External Agencies: The entity responsible for organizing and arranging pilgrim trips.

15. Services: The service or service packages provided by service providing companies to the pilgrims.

The Ministry is responsible for supervising the companies of service providers, support companies, and service delivery companies, licensing them, working to enhance the efficiency of their employees, achieving all the objectives of the law, and making all decisions necessary for the implementation of the law and the regulation.

• The foundational law for each of the companies of the guilds must include the following provisions:

  • 1. The approved capital in accordance with the decision to approve capitalization and the allocation of shares for each company.

  • 2. The mechanism for issuing and maintaining share ownership certificates.

  • 3. The mechanism for processing the shares of beneficiaries.

  • 4. Provisions for the permanent convening of the Board of Directors in accordance with the provisions of this regulation.

  • 5. Treasury shares, which must not be less than 5% of the capital.

  • 6. The formation of the Audit Committee, the Executive Committee, the Investment Committee, the Governance Committee, and the Nominations and Compensation Committee.

  • 7. The stipulation for establishing a governance regulation for the company.

1. Shareholders in the companies of craftsmen are prohibited from selling or trading their shares during the first two years from the establishment of the craftsmen companies.

2. Shareholders in the companies of craftsmen may trade their owned shares after two years from their establishment, provided that the trading is between the shareholders of the same company, and they are not allowed to sell them to non-shareholders.

3. Any sale of shares or waiver of them to non-shareholders before the relevant craftsmen company is offered for trading is null and void.

4. Any sale of shares to non-citizens is null and void.

5. Any pledge of shares before the offering is null and void.

6. Shareholders in the companies of craftsmen are not allowed to trade shares for less than their market value.

7. Companies of craftsmen must update the records and certificates of share ownership in the event of trading among shareholders in accordance with the provisions of the Companies Law.

• 1. Each company of the guilds must handle the shares of the beneficiaries as follows:

  • - The company must purchase the shares at their market value and pay this value to the beneficiary regardless of the trading prohibition period.

  • - The company may convert these shares into treasury shares without purchasing them from the beneficiary.

• 2. When converting the beneficiaries' shares into treasury shares without purchasing them from them, the company of the guilds shall have a fiduciary duty over them, and it shall distribute the dividends of the shares for the entire duration they remain with the company for the benefit of the beneficiary.

• 3. The beneficiary may, at any time after the prohibition period and before the company is offered for trading, request the company to present his shares for sale to other shareholders, provided that the sale value is at least equal to the market value of the share. The right to purchase the shares shall be granted first to the beneficiary's relatives among the shareholders of the first and second degree, then to the company, and then to the remaining shareholders according to the market value.

• 4. In the event of the beneficiary's death before selling his shares, the ownership of the shares shall be inherited by the Saudi heirs only according to their shares of the inheritance, while the shares allocated to non-Saudi heirs shall remain with the company as treasury shares, and the company shall offer them for sale. The right to purchase the shares shall be granted first to the deceased beneficiary's relatives among the shareholders of the first and second degree, then to the company, and then to the remaining shareholders according to the market value. The company shall allocate what it deems appropriate, not less than (80%) of the proceeds from the sale of shares to non-Saudi heirs.

• 5. The company may, if it purchases shares from the beneficiary during the prohibition period and before the company is offered for trading, directly offer these shares to the company's shareholders at the purchase price plus 20% of the purchase value.

• 6. The company of the guilds shall determine the mechanism for communication with the beneficiary and the mechanism for the purchase and sale of shares in accordance with its bylaws and governance regulations.

1. Each shareholder in the guild companies shall be represented by one vote in the ordinary general assembly meetings of the company, regardless of the number of shares they own.

2. The provisions of the Companies Law and the articles of association of each of the guild companies shall apply to voting in the extraordinary general assembly.

3. The provisions of the Companies Law shall apply to voting in the elections of the board of directors in the guild companies. 

1. The Board of Directors in the companies of the guilds consists of twelve members according to the Law, and the Articles of Association for each of the guild companies and their governance regulations define the provisions and conditions for the election of Board members after the end of the first term and the decision-making mechanisms in the Council.

2. The quorum for the meeting of the Board of Directors in the companies of the guilds is completed by the presence of six of its members, including the President of the Council or his representative and one of the members appointed by the Minister.

3. The Board of Directors is chaired by one of the members appointed by the Minister, who has the casting vote in the event of a tie in votes.

4. The Board of Directors for each of the guild companies forms an executive committee from four of its members to represent the Council in the case of the permanent meeting stipulated in the Law.

5. The executive committee is chaired by one of the members appointed by the Minister, and the Articles of Association and the regulations of the committees subordinate to the Board of Directors define the provisions of the executive committee.

6. The Articles of Association for each of the guild companies specify the mechanism for establishing the committees subordinate to the Council, and the mechanism for the entitlement and disbursement of rewards for Board members according to the Companies Law, provided that the reward for the members of the executive committee during the permanent meeting does not exceed the reward for membership in the Council.

7. Companies are required to ensure that at least one member of the committees subordinate to the Council (excluding the executive committee) is not a member of the Board of Directors.

8. The companies of the guilds are required to ensure that all members of their Board of Directors, their Chief Executive Officer, the first responsible for financial affairs, the first responsible for information technology affairs, the first responsible for human resources, and their internal financial auditor are of Saudi nationality.

9. The companies of the guilds are required to appoint a Chief Executive Officer who is not a shareholder in the company.