For the purposes of applying the provisions of the Regulation; the following terms and expressions shall have the meanings indicated opposite each of them, unless the context requires otherwise:

• Ministry: Ministry of Sport.

• Minister: Minister of Sport.

• Regulation: Regulation of Review Committees for Sports Clubs.

• Committee: Review Committee.

• Club: A sports entity with an independent legal personality licensed by the Ministry and a member of one or more sports federations, subject to the supervision and follow-up of the Ministry in administrative and financial aspects.

• General Assembly: The highest body in the club, consisting of all members entitled to attend meetings and vote.

• Council: Board of Directors of the club.

• President: President of the Committee.

• Member: Member of the Committee.

• Independent Member: A natural person not affiliated with the club (or another club), enjoying complete independence in his position on the Committee.

• Trustee: Trustee of the Committee.

• Review: A set of principles, standards, rules, and methods by which a systematic examination of internal control activities can be conducted.

• Internal Control System: A set of means, procedures, and methods used to protect the club's funds and assets and ensure accounting accuracy, based on adherence to financial and administrative systems and policies.

• Working Day: The official working day recognized by government entities.

The Committee exercises its duties and powers granted to it under the provisions of this Regulation; to achieve the following objectives:

• 1. Protecting the club's funds and properties, and minimizing the occurrence of fraud and errors, as well as detecting them immediately upon their occurrence.

• 2. Ensuring the accuracy and completeness of the club's financial data and accounting records.

• 3. Measuring and evaluating the effectiveness of the internal control system in the club and verifying its integrity and efficiency.

• 4. Measuring and evaluating the effectiveness of the internal control and audit systems in the club.

• 5. Verifying the club's compliance with relevant financial and accounting regulations, standards, and policies.

1- A committee for auditing shall be formed by a decision of the General Assembly — based on a proposal from the Council — consisting of no less than (3) three and no more than (5) five members from the club or others, provided that its President is an independent member holding an academic qualification in one of the financial or accounting fields. The decision of formation shall specify the names of the President and members, and the amount of the reward determined for the members — including the reward allocated for the Secretary in case of his appointment — for each meeting held by the committee, taking into account the approved financial budget of the club, with a maximum of rewards being paid for (8) eight meetings held by the committee during the year.

2- In addition to the requirement for the President to hold it; the committee must include at least two members who hold an academic qualification in the fields of finance or accounting, and law, or their equivalent.

3- Conditions for committee membership:

• A- The member must have familiarity with financial and accounting aspects — including the rules and standards for auditing approved in the Kingdom — and the nature of the club's work, and the risks it faces.

• ب - The member must not be the current President of the Council, or one of its executive members, or someone who has previously worked during the previous year in the club's executive or financial management, or with the club's external auditor.

• ج - The member must not have a final judicial ruling against him for a crime that undermines honor and integrity.

• د - The name of the independent member must not be registered in the membership records of another club.

• هـ - The independent member must not hold membership in an auditing committee of another club.

4 - The committee shall appoint a Secretary who undertakes the tasks specified in Article (7) of the regulation.

5 - The committee shall exercise its duties for a period of (4) four years from the date of issuance of its formation decision, and it shall terminate upon the expiration of its term or by a decision of dissolution issued by the General Assembly.

The Committee shall undertake the following tasks in accordance with the provisions of the Regulation:

• 1- Financial Reports:

  • A- Study the preliminary and annual financial statements of the club and discuss them with the external auditor and the financial management — if necessary — before presenting them to the Council and providing opinions and recommendations regarding them to ensure their integrity, fairness, and transparency.

  • B- Provide technical opinions on whether the annual report of the Council and the financial statements of the club are fair, balanced, and understandable, and include information that allows the General Assembly to evaluate the financial position of the club, its performance, its business model, and its strategy.

  • C- Study any significant or unusual issues included in the financial reports.

  • D- Verify the accounting estimates in the material issues contained in the financial reports.

  • E- Investigate any issues raised by the club's financial manager — or whoever assumes their duties — or the compliance officer in the club or the external auditor.

  • F- Study the final accounts and recommend to the Council based on the findings.

  • G- Review the reports submitted by the financial management regarding budget performance and analyze the variances between actual expenditures and the approved budget of the club.

  • H- Study the accounting policies followed in the club and provide opinions and raise recommendations to the Council regarding them — if any —.

• 2- Internal Audit:

  • A- Study and review the internal and financial control systems and risk management in the club.

  • B- Study the internal audit reports and follow up on the implementation of corrective actions and recommendations contained therein.

  • C- Monitor and supervise the performance and activities of the internal auditor and the internal audit department — if any — to verify the availability of necessary resources and their effectiveness in performing the assigned tasks.

  • D- Recommend to the Council the appointment of the Director of the Internal Audit Department or the internal auditor.

• 3- External Auditor:

  • A- Recommend to the Council the nomination of an external auditor and their dismissal and evaluate their performance, after verifying their independence, objectivity, and fairness, and reviewing the scope of their work and the terms of their contract.

  • B- Verify the effectiveness of the external auditor's work, taking into account the relevant rules and standards.

  • C- Review the external auditor's plan and work, and verify that there are no violations or deficiencies in the performance of their duties, and provide opinions regarding that.

  • D- Study the external auditor's reports and comments on the financial statements and provide opinions regarding them if any, and follow up on what has been taken regarding them.

• 4- Ensuring Compliance:

  • A- Verify the club's compliance with the relevant laws, regulations, policies, and instructions.

  • B- Review the results of the compliance management reports and verify that the club has taken the necessary actions regarding them.

  • C- Raise to the Council within its scope of work any necessary issues that require action, along with its recommendations for corrective actions.

  • D- Raise to the General Assembly or the Ministry — or both — in case there are any obstacles preventing the Committee from performing its tasks.

The Committee - in order to carry out its tasks - has the following powers:

• 1- The right to access the club's records and documents.

• 2- To request any clarification or statement from the Council or the Executive Administration.

• 3- To request the Council to call for a General Assembly meeting; if the Council obstructs its work or if the club is exposed to significant damages or losses.

• 4- To raise any important observations to the General Assembly at any time throughout the year.

1- Presiding over committee meetings, managing them, and working to enhance their effectiveness while ensuring compliance with the regulation.

2- Representing the committee before the General Assembly, the Council, and the Ministry — if necessary.

3- Calling the committee to convene, specifying the time, date, and location of the meeting, along with attaching the agenda and documents related to the meeting's subject.

4- Supervising the agenda while considering topics that any member wishes to include.

5- Ensuring that complete and accurate information is available to members in a timely manner; to enable them to perform their duties.

6- Ensuring that there is sufficient time for the meeting to discuss the agenda items.

7- Promoting active participation of members in committee meetings by studying the topics presented on the agenda and discussing them; contributing to achieving the committee's objectives.

8- Preparing a report that includes the committee's recommendations — if any — and what it has reached from its work during the held meeting and submitting it to the Council, within (5) five working days from the date of the committee meeting.

9- Preparing an annual report that includes the results of the committee's work and its recommendations and submitting it to the General Assembly.