Establishing a PMO with Real Authority: A Board Guide to Governance

The governance question has changed
Knight Frank's Saudi Arabia Giga Projects Report 2025 records cumulative contract awards for Saudi giga-projects at $196 billion, up 20% on 2024, which the report presents as evidence of Vision 2030's shift from planning into execution. Along the western seaboard alone, 17 giga-projects account for $431.3 billion in announced investment since 2016; $57 billion has already been awarded, while a further $187.2 billion remains in the pipeline.
In 2026, the Kingdom entered the third and final phase of Vision 2030, running through 2030, with the emphasis increasingly moving toward acceleration, value creation and impact.
Fiscal discipline is the forcing function. The FY2026 budget sets total expenditure at SAR 1.313 trillion, against a revised 2025 expenditure estimate of SAR 1.336 trillion, with revenues of SAR 1.147 trillion and an estimated deficit of approximately SAR 165 billion, equivalent to around 3.3% of GDP. The SAR 1.336 trillion figure is not the original approved 2025 budget; it is the updated 2025 expenditure estimate published in the FY2026 Budget Statement. The original 2025 budget expenditure figure was SAR 1.285 trillion.
The base rates warrant attention. Bent Flyvbjerg's database covers more than 16,000 large projects across 136 countries and finds that only 8.5% meet both cost and time targets, while just 0.5% meet cost, time and promised-benefit targets.
No Statute Requires a PMO. The Mandate Is Derived.
Neither the Saudi Companies Law nor the Corporate Governance Regulations issued by the Capital Market Authority requires a project management office (PMO) as a prescribed organisational structure. The governance basis for establishing such a function is instead derived indirectly from the board’s responsibilities and directors’ duties. Boards should therefore articulate that basis expressly, rather than imply that a standalone statutory requirement to establish a PMO exists.
Under Article 26 of the Companies Law, managers and board members owe duties of care and loyalty, including making decisions or voting on them independently and exercising the care, attention, diligence and skill reasonably expected in the performance of their duties. Article 27 addresses conflicts of interest, competition with the company, and the exploitation of company assets, information or investment opportunities.
Article 31 establishes the “Decision Evaluation Rule.” A board member is deemed to have fulfilled his duty in a decision he makes or votes on in good faith where he has no interest in the subject matter of the decision, has been appropriately informed in light of the circumstances, and reasonably believes that the decision serves the company’s interests. The burden of proving otherwise rests with the claimant.
The practical consequence matters: protection does not rest simply on the existence of a commercial decision, but on the ability to demonstrate that the decision was made in good faith, on an appropriately informed basis, and without the member having an interest in its subject matter. A documented, evidence-based delivery-governance process therefore becomes an important element in supporting the board’s ability to demonstrate the integrity of its decision-making process, particularly for decisions with significant financial or strategic consequences.
The stakes are statutory
Under Article 28, managers and board members are jointly liable to compensate the company, its partners, shareholders or third parties for damage arising from violations of the Law or the company's constitutional documents, or from errors, negligence or failure to properly perform their duties. A provision to the contrary is treated as void. A dissenting director is not liable where the objection is expressly recorded in the minutes, subject to the conditions set out in the Law.
Under Article 29, shareholders representing 5% of the capital may, subject to the statutory requirements, bring a liability action on behalf of the company where the company does not do so. Article 30 provides that the liability claim becomes inadmissible after five years from the end of the fiscal year in which the wrongful act occurred, or three years from termination of the manager's service or board membership, whichever is later, subject to the statutory exceptions for fraud and forgery.
The structural doorway exists
Under Article 47 of the Corporate Governance Regulations, the board forms specialised committees according to the company's circumstances and needs, pursuant to general procedures established by the board that define each committee's duties, duration and powers, with regular follow-up of its activities.
That is the appropriate structural basis for a board-level delivery-governance or PMO function: not as a structure mandated by law, but as a mechanism the board may use to discharge its duties of care, oversight and informed decision-making.
The closest regulatory analogue is the Risk Management Committee under Articles 67 to 69. Those provisions address its composition, responsibilities and meetings, including the requirement for periodic meetings at least once every six months, and include responsibility for identifying risks that threaten the company's existence during the following twelve months. The relevant provisions are identified in the Regulations as guiding provisions.
That is not a weakness in the argument. It is the argument. The structure is available; whether to use it, and with what authority, is a board decision that should be designed proportionately to the company's circumstances, risks and complexity.
Public sector delivery constraints
For entities delivering public works, delivery governance does not operate in a vacuum. It is shaped by the Government Tenders and Procurement Law, standard forms, contractual controls and statutory limits governing variations, penalties, procurement and delegated authority.
According to the new law approved by the Council of Ministers on 4 August 2026, which replaces the law issued by Royal Decree No. M/128 dated 13/11/1440H subject to its commencement and repeal provisions, important changes have been made to certain limits governing variations, delegation, direct procurement and penalties.
For PMO charter design, these changes should be treated as parameters to be reflected in the authority matrix and approval gates, rather than as a standalone legal update.
The version reviewed for this article describes revised limits for change orders, a 15% ceiling for delay and shortfall penalties, a SAR 1 million direct-purchase ceiling, and changes to internal delegation and signature authority. Because a complete official text of the new law and its implementing regulations was not available for primary-source verification of every cited provision in this review, these figures should be reconciled against the officially published text before final publication.
The practical conclusion is straightforward: PMO charters drafted against the former M/128 regime should be reviewed and, where necessary, reset once the new law, implementing regulations and commencement arrangements are fully operative.
What "Real Mandate" Looks Like
Saudi Arabia already operates an institutional model for government performance measurement. The National Center for Performance Measurement, Adaa, was established by Council of Ministers decision dated 6/1/1437H and focuses on measuring public-entity performance and enabling entities to improve performance and measure indicators.
The Adaa model offers an institutional principle that transfers directly into the corporate environment: the systematic measurement of performance, its linkage to objectives, and the conversion of performance data into decision inputs.
For a corporate PMO, that translates into four features:
- An independent reporting line from the executive function whose delivery is being assessed.
- Outcome-oriented KPIs, rather than activity measures alone.
- A hard, dated reporting cadence tied to defined decisions.
- Actual access to operational data and the ability to challenge or validate reported performance.
Structuring the Mandate
- Charter the function: establish it through a board resolution, supported by written procedures defining duties, duration and powers, with a clear connection to the board's oversight responsibility.
- Route reporting independently: report to the board or an appropriate board committee rather than through the executive whose delivery is being assessed.
- Establish stage gates: give the function authority to require review or escalation at defined decision points before material or contractual commitments are made, while clearly identifying the final decision maker.
- Mandate outcome KPIs: use measurable, outcome-oriented indicators and a dated reporting cadence rather than narrative status updates.
- Size the mandate against capacity: PMI estimates a current global project-professional workforce of approximately 39.6 million and projects demand that could reach nearly 65 million by 2035, implying a potential talent gap of up to 29.8 million. A mandate that exceeds the organisation's actual staffing and professional capacity may therefore be unenforceable in practice.
Boards treating delivery governance as a purely operational matter risk underestimating a responsibility that ultimately sits with them. The issue is not simply whether to create another office. It is who has the right to know, who has the right to challenge, and who has the authority to stop or escalate a decision before risk becomes a material commitment.
The appropriate next step is a diagnostic review of where delivery decisions are currently authorised: who approves them, on what evidence, what information reaches the board, where independent assurance exists, and whether the current structure would withstand legal, financial or governance scrutiny after the fact.


