Companies Law

1. The company’s auditor shall be independent, in accordance with professional standards approved in the Kingdom. 2. The auditor may not, while serving as an auditor of a company, participate in its incorporation or management or serve as a member of its board of directors, nor may he purchase or sell interests or shares thereof. He may not be a partner, employee, or relative of any of the company’s incorporators, managers, or board members. 3. The company’s auditor may not carry out any technical, administrative, or advisory work in the company or for its benefit, except as provided for by the Regulations. 4. The auditor may, at any time, access the company’s files, accounting records, and other supporting documents, and he may request any information and clarifications he deems necessary to verify the company’s assets and liabilities as well as any other matters falling within his scope of work. The company’s manager or its board of directors shall enable the auditor to carry out his assignment. If the auditor encounters any difficulty in carrying out his assignment, he shall submit a report to this effect to the manager or board of directors. If the manager or board of directors fails to facilitate the auditor’s work, the auditor shall submit a request thereto to call for a meeting of the partners, shareholders, or general assembly, as the case may be, to review the matter. If the manager or board of directors fails to call for a meeting within 30 days from the date of the auditor's request, the auditor Companies Law himself may call for a meeting. 5. The auditor shall submit to the partners or shareholders or to the general assembly at its annual assembly meeting a report on the company’s financial statements to be prepared in accordance with auditing standards approved in the Kingdom. The auditor’s report shall indicate the extent to which the company’s management enabled him to obtain the information and clarifications he requested. The report shall include any violations of this Law or the company’s articles of incorporation or articles of association that are within the scope of his work as well as his opinion on the integrity of the company’s financial statements. The auditor shall present his report or a summary thereof at the annual general assembly meeting or present the report by circulation, as the case may be, in accordance with the provisions of this Law. 6. The auditor may not disclose to the partners or shareholders, except in the general assembly, or to third parties any confidential information he becomes privy to in the course of carrying out his assignment. If he fails to do so, he may be held liable for compensation and removed. 7. The auditor shall be held liable for the information included in his report and for any damage incurred by the company, partners, shareholders, or other parties arising from any mistake he makes in the course of carrying out his assignment. In case of multiple auditors, they shall be jointly and severally liable, except for those established not to have been involved in the commission of the mistake subject of the liability.