Closed joint stock companies must meet governance requirements

MUSCAT: Closed joint stock companies in Oman must comply with the Corporate Governance Principles before the end of their financial year, according to guidance issued by the Ministry of Commerce, Industry and Investment Promotion.

The guidance, which refers to Ministerial Decision No. 5/2025, outlines requirements for electing independent board members and nominating candidates for vacant board seats.

Independent directors must be elected under the board election agenda item. Seats will be allocated to candidates receiving the highest number of votes, subject to the company’s circumstances and the provisions of Article 6/3.

The ministry clarified that independent directors may serve on both the board and its committees, with the same obligations applying to them as to other board members.

All candidates, including those seeking independent seats, must contest under the same board election agenda . Candidates cannot stand for election in more than one capacity to fill vacant board seats.

The guidance sets out the steps boards must follow when implementing the governance principles and bringing their companies into compliance within the stipulated timeframe.