General Counsel

1. Role Purpose

The General Counsel (GC) is the most senior legal officer of Solb Steel Company (SSC) and all its subsidiaries and affiliates. The GC serves as the principal legal advisor to the Managing Director & CEO, the Board of Directors, and the Executive Management team, providing comprehensive, proactive, and commercially grounded legal counsel across all aspects of the Company's operations, projects, and strategic initiatives.

The General Counsel is accountable for the end-to-end management of all legal, regulatory, governance, and compliance matters affecting Solb Steel and its subsidiary entities, including any projects. The role demands a lawyer of exceptional calibre who combines deep technical legal expertise with executive presence, business acumen, and the ability to operate effectively in a complex Saudi industrial and regulatory environment.

2. Key Responsibilities

2.1 Corporate Governance & Board Support

•    Serve as Company Secretary to the Board of Directors, Board Audit Committee (BAC), and other Board committees, preparing agendas, board packs, resolutions, and minutes in a timely and accurate manner.

•    Advise the Board on directors' duties, fiduciary obligations, governance best practices, and applicable Saudi corporate law requirements under Royal Decree No. M/3 (1437H) and its amendments.

•    Manage the annual Board meeting calendar, ensuring all four quarterly Board meetings and any extraordinary meetings are properly convened, documented, and followed through.

•    Oversee the corporate governance framework for all subsidiaries, including Solb Trading, Steefco, Tabuk Steel, any future companies ensuring each entity meets its statutory corporate governance obligations.

•    Lead the drafting, review, and maintenance of all governance documents including Articles of Association (AoA), Shareholders' Agreements, Board Charters, and Committee Terms of Reference.

•    Manage the Company's Commercial Register, MISA files, Royal commission, ministry of Industrial, and all notarised corporate documentation, ensuring ongoing compliance with Ministry of Commerce and Investment requirements.

2.2 Legal Advisory — Commercial & Transactional

•    Provide lead legal counsel on all major commercial transactions, including EPC contracts, offtake agreements, procurement contracts, technology license agreements, and long-term supply contracts, employment contract.

•    Advise on and lead the legal structuring, negotiation, and execution of all ancillary project agreements.

•    Lead legal due diligence exercises on behalf of the Company for all major project financing transactions, including the NDF and SIDF financing facilities, and manage the legal documentation associated with drawdowns, covenants, and conditions precedent (CPs).

•    Advise the Commercial Department on customer contracts, pricing terms, off-take arrangements, credit terms, and dispute resolution mechanisms.

•    Review, negotiate, and approve all material contracts above the relevant authority threshold before execution, maintaining a formal contract register.

2.3 Project Finance & Structured Finance Legal Support

•    Serve as the primary legal interface with project finance banks, export credit agencies (ECAs), SIDF, NDF, and other financing parties on all debt transactions, including the existing NDF facility and the planned project financing.

•    Manage all CP satisfaction processes for financing transactions, including coordinating the timely delivery of legal opinions, notarised documents, land registrations, pledge registrations, and regulatory consents.

•    Review and negotiate financing agreements, security documentation (pledge deeds, mortgage deeds, assignment agreements), inter-creditor agreements, and other facility documents.

•    Liaise with external KSA and international law firms appointed as lender's counsel or specialist advisors, managing scope, quality, and costs.

2.4 Regulatory, Licensing & Government Relations (Legal)

•    Ensure the Company's full compliance with all applicable Saudi laws and regulations, including but not limited to the Saudi Companies Law, Labour Law, Anti-Bribery and Corruption Law, ZATCA regulations (VAT, WHT, Zakat), GDPR-equivalent data regulations, and sector-specific industrial regulations (MODON, RC, MISA, MIM, Ministry of Energy).

•    Manage and maintain all industrial licenses, environmental permits, and regulatory consents required for Solb Steel's operations at JCPDI, Jazan, and for JMC's DRI project development.

•    Lead the legal interface with the Ministry of Industry and Mineral Resources (MIM), the Royal Commission (RC), and MISA on all investment licensing, expansion approvals, and Saudization compliance matters.

•    Monitor regulatory developments in the Kingdom of Saudi Arabia relevant to the steel, metals, and industrial sectors, and advise the Board proactively on emerging legal and regulatory risks.

2.5 Litigation, Dispute Resolution & Claims Management

•    Manage all litigation, arbitration, and dispute resolution proceedings involving Solb Steel and its subsidiaries, acting as the primary internal client for all external legal counsel engaged on contentious matters.

•    Advise the Board and management on litigation strategy, settlement authority, and risk exposure on all active legal disputes, including commercial disputes, employment matters, and regulatory enforcement actions.

•    Oversee the management of all court hearings, regulatory proceedings, and arbitration processes, ensuring appropriate external counsel are engaged and properly briefed.

•    Build and maintain a formal litigation register, with regular reporting to the Board Audit Committee on the status, exposure, and reserves required for active matters.

•    Lead early identification and resolution of commercial disputes before they escalate to formal proceedings, in coordination with the Commercial and Operations teams.

2.6 Employment Law & Labour Relations

•    Advise the Human Capital Department on all employment law matters, including employment contract drafting and review, disciplinary proceedings, termination processes, and compliance with the Saudi Labour Law.

•    Review and approve all senior executive employment contracts, secondment agreements, and contractor arrangements above defined thresholds.

•    Provide legal guidance on Saudization (Nitaqat) compliance, GOSI obligations, and all HR-related regulatory requirements.

•    Support internal investigations, whistleblower complaints, and disciplinary hearings from a legal advisory standpoint.

2.7 IPO Readiness Legal Lead & Preparation

•    Lead and prepare the legal workstream for positioning Solb Steel Company (SSC) as a public company listed on the Saudi Exchange under the regulatory oversight of the Capital Market Authority (CMA).

•    Shall serve as the principal legal architect of the IPO readiness program, working alongside the CFO, the MD & CEO, the Board, and external advisors to build a company that meets the governance, disclosure, compliance, and structural standards required of a listed Saudi joint-stock company.

•    Review and restructure all material related-party transactions, shareholder loans, and connected-party arrangements to ensure compliance with CMA Listing Rules and the Corporate Governance Regulations for Listed Companies.

•    Ensure all land rights, industrial licences, environmental permits (Royal Commission EPO), and key commercial contracts are properly documented, registered, and transferable in the context of a public listing.

•    Implement a Disclosure Policy and Material Information Policy aligned with CMA continuous disclosure and market conduct requirements, including procedures for identifying and announcing material events to the Exchange in a timely manner.

•    Select, instruct, and manage all external legal advisors engaged for the IPO including the Company’s counsel, underwriters’ counsel, and specialist advisors ensuring co-ordination, quality, and cost-efficiency across the entire legal workstream.

2.8 Compliance, Ethics & Risk Management

•    Serve as the Company's senior Compliance Officer, owning and maintaining the Compliance Program including the Anti-Bribery and Anti-Corruption Policy, the Code of Ethics, the Fraud Risk Management Policy, and the Whistleblower Policy.

•    Lead the development, implementation, and annual review of all compliance policies, with Board-level reporting to the BAC.

•    Oversee the legal risk register as a component of the Company's Enterprise Risk Management (ERM) framework, ensuring all material legal risks are identified, assessed, and mitigated.

•    Manage the Company's legal obligations under any applicable sanctions regimes, anti-money laundering (AML) regulations, and data protection laws.

•    Develop and deliver legal and compliance training programs to management and relevant employees on a periodic basis.

•    Oversee and protect the Company's intellectual property interests, including trademarks, proprietary processes, technology licences, and confidential information.

•    Manage the Company's document retention and legal privilege framework, ensuring legal documents, board resolutions, and sensitive legal communications are properly classified and stored.

•    Serve as the Company’s primary legal liaison with the Capital Market Authority (CMA), Lead the preparation and review of all legal sections of the Prospectus (Iqrar), including risk factors, material contracts, litigation disclosures, ownership and share structure, regulatory environment, and legal opinions required for CMA submission.

•    Ensure full compliance with the CMA Capital Market Law (Royal Decree No. M/30, 1424H), the Listing Rules, the Corporate Governance Regulations, the Market Conduct Regulations, and all other applicable CMA requirements for a listed issuer on the Saudi Exchange (Tadawul).

•    Design and implement the Company’s post-IPO legal and compliance operating model, ensuring Solb Steel operates as a fully compliant listed company from the first day of trading, including investor relations legal protocols, shareholder communication procedures, and Tadawul disclosure mechanisms.

•    Build and maintain the Company’s listed-company obligations calendar, covering all periodic CMA filings, Annual General Assembly requirements, quarterly and annual financial disclosure deadlines, and Board regulatory obligations.

2.9 Legal Department Leadership & Management

•    Lead, manage, and develop the Legal Department team, including in-house lawyers, legal counsel, company secretariat staff, and compliance officers.

•    Establish and maintain the Legal Department's operating model, including matter management systems, precedent libraries, template contracts, and legal spend management.

•    Manage the selection, appointment, instruction, and performance evaluation of all external law firms engaged by Solb Steel, maintaining a preferred panel of KSA and international firms.

•    Develop and manage the Legal Department budget, including in-house costs and external legal fee expenditure, and report regularly on legal spend efficiency.

•    Implement and maintain a Legal Information Management System (or equivalent) for tracking active matters, deadlines, and legal department KPIs.