)’Emirates Integrated Telecommunication Company PJSC (‘du Dubai, United Arab Emirates 502666 :P.O. Box 0000 360 )4( 971 + :Tel Email: [email protected] Printed on Scheufelen FSC Code 2016 March gsm 400 and 170 – FSC-C009951 Corporate governance report 2015 du Corporate governance report 2015
Table of contents
Subject Page
1. An overview 04 2. Share Dealing 06 3. Formation of the Board of Directors 07 Structure 07 Statement of female representation proportion 12 Statement on the nomination of females to the membership of the Board of Directors 12 Statement of the total remuneration paid to the Board of Directors for 2014 13 Statement of the proposed total Board of Directors remuneration for 2015 13 Detailed statement of meeting attendance allowances for the Board of Directors and its Committees 13 Number of Board meetings held in 2015 14 Statement of the functions and terms of the Board of Directors carried out by 15 Executive Management as delegated by the Board of Directors Transactions with related parties 15 Our organisational structure 16 Company Secretariat of the Board of Directors 22 4. External Auditor 24 Overview of external auditor 24 First Appointment: 2014 - Appointment of an external auditor 24 5. The Audit Committee 26 6. The Nomination and Remuneration Committee 28 7. The Investment Committee 30 8. Internal Control 31 The role of the Board of Directors in internal control 31 Internal control system process 32 Internal control management process 32 Name and qualifications of Internal Control Department Head 32 Name and qualifications of Compliance Officer 33 How internal control management addresses a serious issue 33 Enterprise Risk Management 33 9. Violations 34 10. Contribution to sustainability and community engagement 35 11. General Information 38 Performance of the company’s shares in the market in 2015 38 Performance of the company’s shares, compared with the general market index for 2015 39 Performance of the company’s shares compared to telecom sector’s index in UAE in 2015 40 Breakdown of ownership of public shareholders as of 12/31/2015 41 Statement of shareholders who own 5% or more of the company’s capital as of 12/31/2015 41 Statement of distribution of shareholders according to the size of the property as of 12/31/2015 42 List of core events the company experienced in 2015 42 Violations 42
Table of contents 03 du Corporate governance report 2015 du Corporate governance report 2015
1. An overview
As we celebrate ten years of In 2015, we reviewed a number of key own performance through an from prior year evaluations had operations, we continue to enhance policies, including our professional independent evaluation program been implemented. The review was the frameworks and mechanisms for conduct rules and policies pertaining facilitated by an external corporate supported by Capital Advantage good governance as the foundation our dealings with the related parties. governance expert. The 2015 review Consultants, international corporate of our businesses. Our Board of We also redeveloped the governance incorporated a comprehensive governance best practice experts, Directors regularly challenge the and control framework for our questionnaire for the Board members, who enhanced and independently status quo, support initiatives subsidiaries, including a review of the including an opportunity to provide analysed the questionnaires and that enable and improve our financial and non-financial authority additional responses and ideas responses, and recommended a range operations, and guide us to build a matrix for the group. As a result, we for improvement measures and of development paths and actions sustainable business that helps to believe our corporate governance consideration of how effectively to improve 2016 Board performance achieve the UAE’s vision in building standards surpass current governance the selected recommendations and overall governance practices. a strong and diverse economy. requirements for publicly listed companies in the Middle East. In line with the spirit of the UAE Ministerial Decision No. 518 (2009) on The effectiveness of our governance Regulatory�Bodies Telecommunications� Regulatory� Authority, governance and corporate discipline model relies on the distribution Securities� and� Commodities� Authority standards (the ‘Code of Corporate of duties and responsibilities External Governance’), we have focussed on amongst shareholders, Auditors creating a complete governance-led management and Directors, State� Audit� Institution� and External� Auditor culture. Our governance compliance including the Board of Directors and corporate discipline standards and Committees as illustrated in were also affirmed by the UAE the chart on the following page. Securities and Commodities Internal Shareholders Authority (‘SCA’) in 2012. During 2015 we conducted a number of workshops for the Board and Reports Appoints Appoints The evolution of our corporate Executive Management designed to Company governance practices is prompted by challenge and agree strategy, discuss Board�of�Directors Secretary periodic reviews of our framework the allocation of responsibilities, and and regulatory developments in to continue to build understanding Reports Appoints Reports�to the regional and global markets. and trust between our leadership Appoints Chairman�of Nomination & the�Board Our commitment to delivering best functions. These included two Audit Investment Internal Reports�to Remuneration practice means we also aim to exceed strategy retreats and sessions Committee Committee Control the�Audit Committee the regulatory limits for compliance on international developments in Committee where we believe this protects corporate governance in collaboration Reports Appoints and adds shareholders’ value and with Hawkamah and the Harvard develops trust with our stakeholders. Law School Programs for Corporate CEO Our liaison and communication Governance and Institutional Investors. processes support relevant disclosure Reports Appoints requirements to shareholders, For the third consecutive year our investors and the wider public, in Board of Directors demonstrated a neutral and transparent way. its commitment to assessing its Management
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2. Share Dealing 3. Formation of the Board of Directors
Our share dealing policy applies All parties are required to commit to Our Board of Directors dedicates Code of Corporate Governance and to all individuals working for us or the policies regarding share dealing its efforts and experience to the as otherwise considered necessary any of our subsidiaries, at all levels of the company, which include a advancement of the company’s or appropriate by the Board. Each and grades, including members of statement of default consequences performance, in line with shareholder Board Committee reports their the Board of Directors, Executive in the event of non-compliance with and key partner aspirations. recommendations to the Board of Management, senior managers, and the policy. Directors, upon which the Board other employees. The policy also Specified governance reporting members have the authority to extends to all third parties who have Board Members and their next of and discussions are delegated to individually vote in order to reach access to critical information which kin dealing with the company’s the Board Committees which have a democratic decision on the may be share price sensitive due to a shares in 2015: been formed in accordance with the basis of the recommendations. contractual relationship with us or a There were no trades by Board subsidiary, or a personal relationship The composition of the Board changed members or their first degree relatives 3.1 Structure with an employee. during 2015 due to the nomination by during 2015. In accordance with the Articles of Emirates Investment Authority and Association, the Founder shareholders Mubadala of replacement Directors - Emirates Investment Authority, and for the first time we had excess Emirates International Communications nominees for the available two seats Company LLC and Mubadala held by the Public which has led to a Development Company - have the right contested bid and shareholder vote. to jointly appoint eight members of the All members of our Board are non- Board. The remaining two members executives. The Board consists of eight are elected by public shareholders independent non-executive members through cumulative voting in the and two non-executive members: General Assembly every three years.
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Khaled Ahmad Chairman Mohammed Vice Chairman Bin Byat (Non-Executive) Balama (Independent Non-Executive)
Ahmad Bin Byat is the founding He is currently Chief Executive Khaled Balama is the Balama is on the Board of a chairman of our company. He Officer of Dubai Holding, Director Executive Director, Real Estate number of entities including the First Appointment is one of the most prominent General of Dubai Creative First Appointment Department at Abu Dhabi Central Bank of the UAE since 21st December 2005 corporate leaders in UAE and Clusters Authority, a member 17th March 2015 Investment Council since 2008, the General Pension and he holds a number of high- of the Board of Trustees at 2008. Prior to that position Social Security Authority since Representing ranking directorial positions Mohammed Bin Rashid School Representing he assumed multiple roles 2010, Emirates Development Emirates International across some of the UAE’s most of Government, Vice Chairman of Emirates Investment Authority at Abu Dhabi Investment Bank since 2013, Emirates Telecommunications LLC prestigious organisations. the Board of Trustees at Zayed Authority starting from Driving Company since 2001 University, a member of Board a Financial Analyst at the and Arkan Building Materials Holds a degree in IT of Trustees at Museum of The European Equities Department since 2009. Holds a Bachelor of management from USA. Future, and a member of Dubai in 1990 to Deputy Director Science in Finance from Indiana His educational background, Free Zone Council. (1997-2004) at the Evaluation University, Bloomington leadership qualities and and Follow Up Departments Campus USA (1990) as well technology skills have made Bin Byat previously held the and Head of Tactical Asset as being a Chartered Financial him a highly resourceful and roles of Chairman of Supreme Allocation Unit (2004-2007). Analyst (CFA) since 1995. inspiring corporate leader Committee of Dubai Smart City and have enabled us to create project, Secretary-General of sustained growth since the Dubai Executive Council, inception. Bin Byat continues member of the Board of the Board Member to be actively involved in our Supreme Committee for ICT, Fadhel Al Ali (Non-Executive) network and IT planning, former Chairman of Dubai advising on the development of Real Estate Corporation, Fadhel Al Ali is the Chief was responsible for overseeing sales strategies and initiatives President of Dubai Government Executive Officer of Dubai Dubai Holding’s financial, legal to drive the business. Excellence Programme, and First Appointment Holding. He sits on a number of and operational strategies. 10th March 2009 President of the Dubai Supreme boards of leading institutions Al Ali led the successful Fiscal Committee. including the Board of Emirates financial restructuring of Dubai Representing Integrated Telecommunications Holding’s investment firms. Emirates International Company (du) and Dubai From having contributed to Saeed Rashid Telecommunications LLC Financial Services Authority. the development of internal He is currently Chairman of functions since the early stages Al Yateem Board Member the Board of Dubai Properties of Dubai Holding, he has led key Al Muhairi (Independent Non-Executive) Group, Dubai International development decisions for the Saeed Al Yateem is Assistant public revenues. He is also a Capital and Dubai Group. business entities, and ensured Undersecretary of Budget member of the board at Gulf high standard reporting. First Appointment and Revenue Affairs at the Investment Corporation. Al Ali has played a pivotal role 21st December 2005 UAE Ministry of Finance. in creating the new business Holds a Bachelor of Science He supervises UAE Federal Holds a Bachelor degree model of Dubai Holding as a in Industrial and System Representing Government budgeting in Political Sciences from strategic investor. In his last role Engineering from University Emirates Investment Authority processes and performance UAE University. as Chief Operating Officer, Al Ali of Southern California. and UAE Federal Government
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Board Member Abdullah Hamad Board Member Ziad Galadari (Independent Non-Executive) Rahma Al Shamsi (Independent Non-Executive)
Ziad Galadari is the founder with promoting trade and Abdullah Hamad Rahma He joined the United Arab and chairman of Galadari foreign investment in Dubai and Al Shamsi is Chairman of Shipping Agencies as General First Appointment Advocates & Legal Consultants a board member for Dana Gas. First Appointment Dubai Properties Group, Manager in 1991 and held the 14th March 2007 and has been practicing as an 14th March 2007 and a member of the board role for almost 13 years. advocate, legal advisor and Galadari is a member of the at Dubai Islamic Bank. Representing arbitrator since 1983. With International Bar Association, Representing Holds a Bachelor Degree Public Shareholders almost 30 years of experience the Chartered Institute of Public Shareholders Before joining Dubai Properties of Science - Business and in the UAE, he is recognized Arbitrators and is on the Group, he served as a branch Public Administration from as a pioneer for the legal Tribunal Panel of the Dubai manager at Commercial Bank New York University - USA. profession in the region. Technology and Media Free of Dubai from 1982- 1990. Zone. His expertise is primarily He is Chairman of Galadari in international and regional Investments Group, chairman litigation and arbitration Mohammed Saif of Higher Committee of Dubai with a particular focus on Ghanem Sultan Board Member International Arabian House complex, high-value disputes Al Suwaidi (Independent Non-Executive) Championship, a member involving major infrastructure of the board at Emirates construction projects, banking Mohammed Al Suwaidi is Al Suwaidi is board member of Equestrian Federation and finance, debt recovery and Executive Director of Asset a number of UAE companies and Chairman of Jebel Ali fraud and M&A transactions. First Appointment Management at Emirates including ‘ARIG’ and Abu Dhabi th Racecourse Council. He is also 27 August 2012 Investment Authority. Prior to Marina Real Estate Investment. a member of the Dubai World Holds a Bachelor degree in this he spent ten years as Chief Holds a Bachelor Degree Trade Center board, charged Law from UAE University. Representing Executive Officer of Treasury in Accounting from Emirates Investment Authority Department at Abu Dhabi UAE University. Investment Authority (EIA).
Masood M. Board Member Sharif Mahmood (Independent Non-Executive) Hana Board Member Mahmood was appointed as management of the assets under Al Rostamani (Independent Non-Executive) Yahsat’s CEO in June 2013 having ICT such as du, EMTS, Injazat First Appointment served as the Deputy CEO for and Yahsat. Mahmood has also Al Rostamani’s expertise Since 2012, Al Rostamani has 18th December 2013 a number of years. His role is to held the role of Vice President at extends over 15 years and been Chairman of Aseel Finance, support the development of the Dubai Investment Group and a First Appointment covers a wide range of dynamic a subsidiary of First Gulf Bank, th Representing organisation’s operations and Project Manager in The Executive 25 May 2013 business sectors such as and is also Chairman of Dubai Mubadala Development Company strategy. He is also Vice Chairman Office of HH Sheikh Mohammed banking and financial services. First, and Vice Chairman of of the board at Star Satellite. bin Rashid Al Maktoum. Representing She is currently Deputy CEO, Emirates Institute for Banking Emirates Investment Authority Director of Strategic Planning and Financial Studies. Prior to his current position, Holds a Bachelor degree in at First Gulf Bank, the leading he worked as Vice President at Computer Systems Engineering financial institution in the UAE, Holds a Master’s Degree in Mubadala’s Information and from Boston University, where she is mandated with Information Management Communications Technology Massachusetts and an defining the bank’s strategic from George Washington unit (ICT) where he was in charge MBA in Finance from McGill direction in various fields. University, USA. of corporate strategy and asset University, Montreal, Canada.
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3.4 Statement of the total remuneration paid to the Board of Directors for 2014 Mercer Consulting was appointed the method for determining Committee reviews attendance Homaid Board Member during 2015 to conduct a a lump sum for each member and performance of Directors Al Shemmari (Independent Non-Executive) comparative study on the and additional amounts linked and Committee members in Homaid is Chief Executive Repair and Overhaul structure of the Board of Directors to presence in meetings. It also applicable meetings, and submits Officer, Aerospace & Center (AMMROC), Strata standards and the level of studied participation and/or its recommendations to the Board. First Appointment Engineering Services, with Manufacturing, Abu Dhabi remuneration of its members. chairmanship of the member Upon approval by the Board, 23rd December 2015 oversight of Mubadala’s Ship Building Company, in Board Committees. the final recommendation for aerospace, communications Maximus Air Cargo, ADASI, The study included examination aggregate Board remuneration Representing technology and defense Mubadala Petroleum, Piaggio of the Directors remuneration In accordance with the framework is submitted for approval Mubadala Development Company services portfolios. Before Aero Industries Spa, policy and its division into several approved by the AGM, the by the shareholders’ vote at joining Mubadala, Homaid was Abu Dhabi Aviation, Royal Jet, key components, including Nomination and Remuneration the General Assembly. a Lieutenant Colonel in the UAE and AERCAP Holdings. Armed Forces, with involvement 3.5 Statement of proposed total Board of Directors remuneration for 2015 in military aviation, maintenance, Holds a B.S. degree in The Board will propose to UAE dirhams be distributed agreed policy for 2015. procurement and logistics. Aeronautical Engineering from the General Assembly that to all members of the Board Shammari is Chairman of Abu Embry Riddle Aeronautical the amount of 9,656 million of Directors according to the Dhabi Aircraft Technologies, University, United States. 3.6 Detailed statement of meeting attendance allowances for the Board of Directors and its Committees Waleed Board Member Al Muhairi (Independent, Non-Executive) Board Position Committee Annual No. of Board Value of No. of Board Total in member Position retainer Board meeting the annual Committee Committees Dirhams Waleed serves as Mubadala’s Waleed also serves as meetings fees membership meetings allowances Deputy Group CEO and Chief Chairman of Cleveland Clinic attended of the Board attended First Appointment Executive Officer, Emerging Abu Dhabi and Tabreed; board Committees Ahmad Committee 21st December 2005 Sectors. He has oversight of member of Emirates Integrated Chairman 1,500,000 9 - - 1 - 1,500,000 Bin Byat Member Mubadala’s operational and Telecommunications Company Saeed Board Member of 2 350,000 9 189,000 138,465 14 336,000 971,466 Representing business development activities (du), Mubadala Petroleum Al Yateem Member Committees Mubadala Development Company as well as its healthcare, and Abu Dhabi Future Energy Vice Chairman and Khaled real estate, infrastructure Company (Masdar). Holds a MA Chairman of Committee 397,260 7 147,000 160,136 11 231,000 935,398 Balama and capital investment Harvard University-USA and the Board Member portfolios and its Enterprise a BSc in Foreign Service from Board Member of 2 Fadhel Al Ali 350,000 7 147,000 138,465 13 273,000 908,466 Technology & Services unit. Georgetown University, USA Member Committees Chairman and Ziad Board Committee 350,000 8 168,000 156,301 10 210,000 884,302 Galadari Member 3.2 Statement of female representation proportion Member Masood Board Member of 2 350,000 9 189,000 138,465 12 252,000 929,466 Our company supports the Board decisions. Our Founder we are proud to have female Mahmood Member Committees inclusion and participation of shareholders also support such representation (10%) on our Abdullah Board Committee 350,000 9 189,000 71,725 5 105,000 715,727 women in business and believes measures and have demonstrated Board of Directors, nominated Al Shamsi Member Member Mohammed Board Member of 2 that diversity contributes to their commitment to diversity by one of our Founders. 350,000 9 189,000 138,465 16 336,000 1,013,466 Al Suwaidi Member Committees the quality and effectiveness of in their nominations. As such, Hana Al Board Committee 350,000 9 189,000 70,000 7 147,000 756,000 Rostamani Member Member 3.3 Statement on the nomination of females to the membership of the Board of Directors Homaid Al Board Chairman of 7,671 0 0 1,534 0 0 9,206 Shemmari Member Committee From February 22, 2015 to March We believe that the current public shareholders did not Waleed Board Chairman of 342,328 9 189,000 136,931 8 168,000 836,261 8, 2015 we opened nominations female representation on the submit any female nominations Al Muhairi* Member Committee Vice by the public shareholders for Board serves as motivation for the 2015 election held Abdul Hamid Chairman of Chairman of 104,109 1 21,000 29,150 2 42,000 196,261 Saeed* Committee membership of the Board of for the nomination of females during the General Meeting. the Board Directors, applicable for those candidates to join the Board of Total: 9,656,019 who meet the set conditions. Directors. Unfortunately the *Please note that Abdulhamid Saeed resigned from his position as Vice Chairman of the Board of Directors on March 17, 2015 whereas Mr. Waleed Al Muhairi resigned on December 23, 2015
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3.7 The number of Board meetings held in 2015 The resolution issued by circulation in August 2015 included: •• Approval by majority of members that the situation calls The Board and Committee meeting discussions and the decisions for the issuance of the resolution by circulation quorums require the presence of the made are recorded in minutes of •• Members received the resolution in writing, accompanied by all documents majority of the appointed Members. meetings by the Board or Committee necessary to review and decide; The resolution was clearly stated; and In the fiscal year ending on December Secretary, noting reservations of •• The resolution is forwarded to the next meeting of the Board of 31, 2015, nine Board meetings were the members or dissenting views Directors to be documented in the minutes of the next meeting held. (The number of Committee expressed during the meeting. meetings are noted in the discussions below on each Committee). Related party transactions or 3.8 Statement of the functions and terms of the Board of Directors conflicts of interest are declared carried out by Executive Management as delegated by the Board Meetings for the Board or Committees at the beginning of each meeting, of Directors are held following written invitation recorded in the minutes of the Responsibilities held and exercised The Board had an agreed Schedule from the Chairman or upon the written meeting and approved by the by the Board of Directors are in of Matters Reserved for the Board request of two members of the members present, ensuring that the line with Article 11 of the Code of and its corresponding Committees Board or Committees. The meeting member relevant to that resolution Corporate Governance. Our Board within its Board Charter. During invitation and agenda are distributed is excused from voting, or in material is responsible for carrying out 2015 the Board did not delegate to the members at least one week in cases, excluded from the meeting these functions but may delegate any of its duties or functions to advance. The details of the issues, during the discussion and voting. to the relevant Committee or to the Executive Management. Executive Management, in writing. Board meetings dates and attendance of members of the Board:
3.9 Transactions with related parties Meeting Number Date Absence Related party transactions include There are specific cases where Board Meeting 1 18 February 2015 Nil transactions with any persons who transactions conducted with a have authority or influence over our related party can be considered in Board Meeting 2 26 March 2015 Nil operational and financial decision the best interest of the company Board Meeting 3 27 April 2015 Fadhel Al Ali making and the transacting party, and its shareholders, and hence either directly or indirectly. They can we adopted our related party Board Meeting 4 10 June 2015 Fadhel Al Ali present potential or actual conflicts transactions policy to provide Board Meeting 5 06 July 2015 Nil of interest for our company and may a sound framework for the review create the appearance that business and approval of these transactions. Board Meeting 6 (by circulation) 04 August 2015 Nil decisions are based on considerations other than the best interests of our Board Meeting 7 16 September 2015 Nil company and its shareholders. Board Meeting 8 02 November 2015 Khaled Balama
Board Meeting 9 23 December 2015 Ziad Galadari
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Related party transactions policy Governance must be approved by The related parties transaction policy shareholders in General Meeting, was reviewed in 2015. This policy subject in both situations to the covers the Founder shareholders, exclusion of voting by any interested members of its Board of Directors, party. Material related party and members of Executive transactions include transactions Management, and sets out specific which represent 10% or more of disclosures required in this regard. the asset value of the company. At the beginning of each fiscal year, members of the Board and Executive Related party transactions Management are requested to disclose The company provides their positions in other companies, telecommunications services to and at all times are required by the related parties only where these policy to disclose any changes in services are valued at normal market their interests. Founder shareholders or commercial rates. However, most have also confirmed in writing other transactions with related parties their commitment to this policy. are avoided once a relationship According to the Code of Corporate is identified and disclosed. Governance, non-material transactions The following table reflects the with related parties require approval of total value of the deals with the Board, and material transactions related parties for this year. as defined by the Code of Corporate
The total value of transactions with related parties
The total value of transactions with related parties Thousand dirhams
Axiom Telecom (LLC) - accredited distributor - net sales 2,687,872
TECOM Investments Free Zone (LLC) - rents and services 60,703
TECOM Investments Free Zone (LLC) - infrastructure value 60,626
Khazna Data Center 43,309
Injazat Data Systems (LLC) - data centre rental and related services 8,055
3.10 Our organisational structure
CEO OsmanCEO Sultan
Senior Executive Chief Human Capital Chief Commercial Chief Operations Chief Financial Chief Corporate Officer, New & Administration Officer Officer Officer Affairs Officer Businesses Officer & Innovation
Fahad Al Hassawi Farid Faraidooni Amer Kazim Ananda Bose Ibrahim Nassir Carlos Domingo
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Below are biographies of our executive management team.
Osman Sultan Chief Executive Officer Farid Faraidooni Chief Operations Officer
Osman Sultan was named Osman joined the Farid Faraidooni, Chief Investments, and technology Chief Executive Officer of du telecommunications industry in Operations Officer, currently clusters such as the Dubai in January 2006, and has 1984, and has held leadership looks after Customer Internet City, Dubai Media played a major role in creating a positions in some of the world’s Operations, Network, IT City, Knowledge Village, telecommunications company leading telecommunications Development & Operations, Dubai Healthcare City and that has transformed the UAE’s companies, including the Technology Security Risk other business parks. In industry monopoly. Under Egyptian Company for Mobile Management, Products 2003, he was nominated by Osman’s dynamic leadership, Services (MobiNil) which Engineering and operations TECOM Investments in the we have become one of the he helped create in 1998 planning & services. Prior to Distinguished Government region’s leading telecoms and served as its CEO and this, he held the roles of Chief Employee category in the companies, with a market Managing Director for Commercial Officer, Executive Dubai Government Excellence share of nearly 50% in mobile eight years. Vice President of Commercial Program Awards. Currently subscribers. and Executive Vice President member of the Board of Osman has held several of Corporate Affairs. Directors of Khazna Data Osman is one of the industry’s board positions. He is Center Limited, Farid is also most widely-recognised also widely recognised Before joining our company, a founding member of the and influential leaders and is as a keynote speaker on Farid facilitated the Information Technology credited with leading one of telecommunications, ICT, implementation of TECOM Forum in the UAE. the region’s most vibrant digital, smart cities and success stories. government matters.
Amer Kazim Chief Financial Officer
Fahad Al Hassawi Chief Commercial Officer Amer was named Chief experience in finance. Prior to Financial Officer in December his current role, he was the Fahad was appointed Chief brand and communications, 2013, and is responsible for Senior Vice President of Group Commercial Officer in 2013, business development, overseeing all areas of our Services at Dubai Airports, promoted from his role as commercial planning and financial operations, including where he played a leading role our Chief Human Resources strategy, government raising capital, financial in shaping the organisation’s & Shared Services Officer, relations, special projects strategy and providing both long-term business strategy. a position he held since and customer experience, operational and programmatic Amer also previously spent 2010. Fahad is responsible as well as driving our overall support to the organisation. eight years with Emirates for our consumer sales and commercial strategy. Airline where he held various marketing, enterprise business, Amer is a senior professional positions including Senior with almost twenty years of Vice President of Finance.
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Ananda Bose Chief Corporate Affairs Officer Carlos Domingo Senior Executive Officer, New Business and Innovation
Ananda is a senior professional consultancy firms including Carlos Domingo was appointed Business Development for with over 20 years’ experience Arthur Anderson, Ernst & Senior Executive Officer for Etihad Etisalat (Mobily) where working in consulting firms and Young and Coopers & Lybrand. New Business and Innovation he managed all company telecommunications operators, at du in 2015. He is responsible product development, handling diverse areas including In his current role, Ananda is for the development of all our digital services, alliances and finance, strategy, information responsible for the Corporate big data and new product and partnerships and business technology, wholesale, Affairs department, which service initiatives including all intelligence and analytic. regulatory affairs, legal and includes Corporate Strategy, digital, smart city initiatives, project management. Business Planning, Wholesale, du TV, and advancements Earlier in his career, he spent Procurement, Corporate to our digital channels du.ae eight years at Telefonica where Ananda has been working in Programme Management, and the du mobile app. he was the CEO of Telefonica the telecoms industry since Legal, Regulatory Affairs, R&D and the CEO for New 2003, and prior to this he Risk Management and Prior to joining us, Carlos Business and Innovation worked in global management External Affairs. was Chief Product and for Telefonica Digital.
Ibrahim Nassir Chief Human Capital & Administration Officer
Ibrahim was appointed the UAE and Overseas at Al Chief Human Capital and Futtaim Automotive, where Administration Officer in he managed the HR function 2013, and is responsible for for all 10 companies within managing our human resources the automotive division, and function and implementing was also the Executive Vice best practices in training and President, Human Resources, development, manpower Organisation Effectiveness and planning and business Corporate Services at Dubai excellence. Aluminium Company Limited.
Prior to his current role, Ibrahim worked as the Director of Human Resources for
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Total Executive Management compensation The following table lists the appointment dates of the members of the Executive Management of our company, their current positions, and their remuneration at the publication date of this report:
Total salaries and Date of Total bonuses Position allowances paid appointment for 2015 (AED) in 2015 (AED) Chief Executive Officer 1 January 2006 4,585,980 4,075,090 Chief Commercial Officer 23 April 2006 1,998,024 1,052,283 Chief Operation Officer 1 January 2006 2,010,300 1,061,337 Chief Financial Officer 1 December 2013 2,004,000 1,056,690 Chief Corporate Affairs Officer 1 January 2006 1,878,024 1,107,534 Chief Human Capital and Administration Officer 1 June 2014 1,831,200 1,067,850 Senior Executive Officer, 19 April 2015 1,021,440 572,864 New Business and Innovation
•• Remuneration and bonuses are paid subject to our company’s performance and are calculated based on the individual’s performance and within a framework approved by our Board of Directors. The evaluation and approval process for all members of the Executive Management team is currently under review. Total remuneration including bonuses for 2015 will be disclosed once it is approved
3.11 Company Secretariat of the Board of Directors The Company Secretariat group The Board Secretary reports directly comprises of three employees. The to the Chairman of the Board on team is dedicated solely to governance governance and control issues, functions and does not perform dual and on operational matters and roles in the company, resulting in administrative affairs to the Chief an independent department which of Human Capital & Administration avoids any conflict of interest, time Officer. The office of the Secretariat or resources regarding operational of the Board of Directors is located and Board reporting matters. in a secure environment to control access and to ensure the security The Company Secretariat follows and confidentiality of all documents. developments in corporate governance and non-financial Our Company Secretary, Mrs. Hanan disclosures issued by the relevant Ahmad, was appointed to the Audit regulators, particularly the SCA, and Committee of Zayed Universtiy as continues to upgrade their knowledge an independent Director and to the thorugh participation in formal training Editorial Board of the ‘Hawkamah programmes conducted by local and Journal” compiled by the Hawkamah international parties designed for both Institute of Corporate Governance, in the Board and the Secretariat level. 2013 due to her role in strengthening our governance systems.
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4. External Auditor
4.1 Overview of external auditor potential candidates are conducted to Additional fees, costs and services provided by PwC and all other assess their necessary experience and PwC was appointed as the company’s external auditor firms during the year 2015 are described below: knowledge to deliver the tasks assigned. external auditor for the fiscal year 2015. External Auditor Service Value With operations across 154 countries, The Board of Directors review the PwC has a distinctive presence in the recommendations made by the Audit Consultancy - Driver Based Capital Management Tool 4,772,398 Middle East for nearly 42 years, including Committee, after which the Board’s in the UAE for over 26 years. Consultancy - Regulatory Support 1,129,773 recommendation for appointment or renewal is submitted to the shareholders Advice - Capital expenditure Controls and Data Structure project 587,391 4.2 First Appointment: 2014 - for approval. Appointment of an external auditor Advice - Review of planning & Budgeting process 413,395 Each year the Audit Committee and Should the Board of Directors or Consultancy - Taxation support -Singapore Branch 87,301 PwC Board conduct an assessment of the the General Assembly not approve Services - Audit - Singapore Branch 58,409 external auditor after consideration the recommendations of the Audit of a number of matters outlined in Committee regarding the appointment, Services - Others - Singapore Branch 55,103 the governance manual. This review resignation or termination of the Translation services 45,000 includes the powers and duties of the external auditor, the Board of Directors external auditor in order to ensure its is required to provide a statement that Consultancy - Oracle Segregation of duties project 30,083 absolute independence, as well as the includes the recommendation to decline performance of the auditor and any the appointment, including the reasons Services - Others - Singapore Branch 32,290 for rejection, within in the company’s regulatory requirements for rotation of Services - review the bills for Telecommunications corporate governance report, together 321,431 audit firms and/or partners. Regulatory Authority (TRA) with an alternative recommendation for E&Y The Audit Committee may initiate a shareholders to consider. Consultancy - Review Mobile Roaming Charges 224,084 tender process from time to time to meet Review controls modification requests 202,043 the requirements of applicable company PwC’s fee for external audit services for laws and regulations, after which a short- the financial year of 2015 was approved Consultancy - review capital expenditure and data structure project 1,157,153 list is selected and interviews with the at AED 1,120,000. KPMG Services - whistleblowing reports 52,500
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5. The Audit Committee
The Audit Committee members are • Review company’s Share Ziad Galadari (Chairman), Fadhel Dealing Policy Al Ali, Mohammed Al Suwaidi, and • Review Related Party Transactions Saeed Al Yateem. Paragraph 3.1 policy and any relevant describes the details of the financial proposed transactions expertise of the Committee members. • Ensure coordination between internal and external auditor Ziad Galadari The key roles and responsibilities • Follow up on any other matters of the Audit Committee includes: delegated by the Board of Directors to the Audit Committee • Provide recommendations on contracts with external The Audit Committee plays a key role auditor and monitor their in ensuring the company’s compliance independence and objectivity to legal and regulatory requirements. • Review and report to the Board on the annual financial statements, Authority of Audit Committee accounting policy and practices Fadhel Al Ali Mohammed Saif Ghanem Saeed Rashid • Review and report to the The Committee is authorised by the Sultan Al Suwaidi Al Yateem Al Muhairi Board of Directors regarding Board of Directors to examine any the effectiveness of internal activity within its terms of reference control management, and and is authorised to have unrestricted The table below illustrates the number of Audit Committee meetings with review and validate the annual access to our company’s external the dates and attendance of the Committee members, as well as the topics auditor and to obtain, at the company’s plan of internal control covered in the meetings: • Review the external auditor letter expense, professional advice on any and corresponding action plan, matter within its terms of reference. assuring the timely response of the Meeting Number Date Absentees The objective The Committee is authorised to Board of Directors and Executive Audit Committee No. 1 17 February 2015 Nil Annual financial statements for 2014 Management on clarifications and seek any information it requires from any employee or Director, Financial statements for core issues raised in the letter Audit Committee No. 2 15 April 2015 Nil • Review and monitor the and all employees and Directors will the first quarter of 2015 be directed to cooperate with any company’s financial applications, Audit Committee No. 3 6 July 2015 Nil Review of Internal Audit internal control, and risk request made by the Committee. Financial statements for the management activities Audit Committee No. 4 12 July 2015 Nil second quarter of 2015
Audit Committee No. 5 4 August 2015 Nil Review of Internal Audit
Audit Committee No. 6 15 September 2015 Nil Review of Internal Audit
Financial statements for the Audit Committee No. 7 26 October 2015 Nil third quarter of 2015
Audit Committee No. 8 14 December 2015 Nil Review of Internal Audit
26 The Audit Committee The Audit Committee 27 du Corporate governance report 2015 du Corporate governance report 2015
6. The Nomination and Remuneration Committee
Nomination and Remuneration non-independent in the first meeting current status to be able to provide • Identify and nominate individuals Committee members are Khaled Balama following the response of the member or the required recommendations or to be appointed by the Board (Chairman), Fadhel Al Ali, Saeed by the end of the period stated without conduct any changes if needed of Directors in the vacant Al Yateem, and Masood Mahmood. receiving a response from the member. • Plan the succession of the board positions, whenever required members and the Executive The key roles and responsibilities Due to the number of Independent Management within the business, An evaluation for the skills and of the Nomination and Directors currently on the Board, the loss taking into account the challenges experience of the candidates is Remuneration Committee include: of independence by any single Director and opportunities, as well as conducted before they are appointed would not impact our company’s to identifying the skills and by the Board of Directors, and • Review the independence satisfaction of the minimum number knowledge which is required a description is prepared for the status of Board members of independent Directors required by within the Board in the future responsibilities and qualifications • Set and review the remuneration the Code of Corporate Governance. required for each particular position. policy for the Board of Directors and Executive Management However, if for any reason the minimum • Determine including salary, bonuses number of independent directors is not and incentive schemes, including maintained, the Board shall appoint targets for performance related pay new independent Directors until the • Identify the company’s level of regulatory minimum is reinstated. competencies required at the Any Director subject to appointment Executive Management level under this process shall stand for re- • Organise and oversee the election at the earliest General Assembly. Khaled Mohammed procedures for nominations Balama to the Board of Directors Founder shareholders may nominate • Prepare and review HR policies any individual for membership of the in accordance with relevant Board up to their designated number, laws and regulations provided that the individuals nominated can fulfil any conditions placed on the Director Independence role and their nomination is approved If the Nomination and Remuneration by the Nomination and Remuneration Committee discovers that the condition Committee and the Board. of independence is not fulfilled Fadhel Al Ali Saeed Rashid Masood M. Abdullah Hamad by any Director who claims to be Nominations by members of the general Al Yateem Al Muhairi Sharif Mahmood Rahma Al Shamsi independent, it shall refer the matter shareholders shall be considered by to the Board of Directors, who in turn the Nomination and Remuneration Timeline of Nomination and Remuneration Committee meetings: shall notify the affected Director, by Committee in light of qualifications and a letter to be sent by registered mail experience of the nominee, whether Meeting Number Date Absentees to the Director’s registered address specific expertise is required on the recorded in our company’s files. This Board, and to ensure that the nominee Nomination and Remuneration Committee No. 1 18 February 2015 None letter will detail the apparent reasons is eligible to act as a Director. for his/her lack of independence. Nomination and Remuneration Committee No. 2 10 March 2015 Masood Mahmood The Director is then required to With respect to the general Board Nomination and Remuneration Committee No. 3 27 April 2015 Fadhel Al Ali provide clarification to the Board on structure, the Nomination and the matter of his/her independence Remuneration Committee is required to: Nomination and Remuneration Committee No. 4 8 June 2015 None within fifteen days from the date of the • Review the structure and the size Nomination and Remuneration Committee No. 5 13 September 2015 Masood Mahmood notification. The Board of Directors (including the skills, knowledge is required to decide whether the and experience) of the Board on a Nomination and Remuneration Committee No. 6 14 December 2015 None member is considered independent or regular basis, and compare it to the
28 The Nomination and Remuneration Committee The Nomination and Remuneration Committee 29 du Corporate governance report 2015 du Corporate governance report 2015
7. The Investment Committee 8. Internal Control
The Investment Committee financial authority matrix investment opportunities, Internal Control System members are Waleed • review short term and provided that the investment The Board of Directors is responsible achieving business objectives Al Muhairi (Chairman), long term strategies does not exceed AED 100 for ensuring the efficiency of the are mitigated by implementing Khaled Balama, Mohamed • raise recommendations million. If the investment does Internal Control systems to protect appropriate and effective Al Suwaidi, Hana Al Rostamani with the Board of Directors exceed AED 100 million, the our assets, ensure the accuracy of controls. The review process and Masood Mahmood. relating to the company’s Committee is required to submit the financial statements, and prevent, should include the financial annual budget review all of its recommendations to the Board detect and disclose any wrong- statements controls, operations our investments to ensure a to seek their approval in relation The role of the Investment doing. The Board is committed to and risk management profit is made to deliver solid with strategies and annual budget Review procedures followed ــ Committee is to: reviewing the Audit Committee’s returns for our shareholders of the company in accordance report which is related to the Internal by our management in • review and approve our with the financial framework Control activities and its results. determining, evaluating and company’s investments In particular, the Investment approved by the Board. managing significant risks strategy relation to core Committee examines all proposals The changes since the last review ــ Internal control is achieved through and non-core business in related to financial and strategic accordance with the approved implementing a clear regulatory on the nature and extent of major structure, recording polices and risks and our ability to respond guidelines, and determining the to changes of operations authorities and mechanisms and external environment The scope and nature of ongoing ــ of controls performance which monitor the company’s operations control activities over risks, effectively and ensure compliance internal control systems and with corporate governance law. external auditor’s operations Review the weaknesses and ــ Waleed Al Muhairi 8.1 The role of the Board of shortcomings of the control Directors in internal control system and unexpected emergencies that have materially • The Board of Directors has affected, or may materially affect, an overall responsibility for the performance of the financial ensuring effectiveness of the position of our company, and Internal Control system the procedures we follow to • The Board of Directors is accountable address material control issues for ensuring that Executive Review our compliance with ــ .Khaled Mohammed Mohammed Saif Hana Al Rostamani Masood M Management designs and implements Balama Ghanem Sultan Al Suwaidi Sharif Mahmood applicable laws and regulations Review of our company’s ــ an effective Internal Control system which provides assurance of effective policy on whistleblowing Timeline of Investment Committee meetings: and efficient operations, accurate • Based on Ministerial Decision financial reporting, and compliance Meeting Number Date Absentees No. 518/2009 Article(8), the with laws and regulations Audit Committee carried out Investment Committee No. 1 4 February 2015 None • The Audit Committee has delegated a review of our company’s Investment Committee No. 2 12 April 2015 None authority and responsibility control system and asserts Investment Committee No. 3 27 April 2015 None from the Board of Directors that the internal control system to oversee the following: of the company is adequately ــ Investment Committee No. 4 15 June 2015 Hana Al Rostamani Review systems of risk designed and being implemented Investment Committee No. 5 2 July 2015 None management and internal effectively to accomplish our Investment Committee No. 6 16 September 2015 None controls at least once every company’s objectives Investment Committee No. 7 9 December 2015 None year to ensure that all risks to Investment Committee No. 8 23 December 2015 None
30 The Investment Committee Internal Control 31 du Corporate governance report 2015 du Corporate governance report 2015
8.2 Internal control Audit Committee and approved by the as Director in the Dubai Government’s with effective recommendations system process Board of Directors. Department of Financial Control in 1998, and reporting on the follow up and where he remained until 2007. He has resolution for each issue. Internal Control is broadly defined as a The Internal Control department Higher Diploma in accounting from process, designed to provide reasonable supervises our activities and ensures Higher Colleges of Technology. 8.7 Enterprise Risk Management assurance regarding the achievement of its consistency with UAE law and objectives in the following categories: all other internal and external 8.5 Name and qualifications of We are committed to adopting, • Risk management: Ensure regulations. It may also modify and Compliance Officer embedding and sustaining risk identification of risks and controls update the procedures included in the management as a core competency for achievement of our objectives compliance control system in order The compliance officer is appointed with throughout the organisation. In doing • Effectiveness and efficiency of to ensure that we continue to meet clear and independent responsibilities so, we aim to enhance the performance operations: Addresses our basic the highest applicable standards. to monitor compliance with laws, of key activities, in an effort to protect business objectives, including legislations and internal procedures. its assets and enrich the organisation’s adherence to performance The Department also provides ability to manage uncertainty, in standards and the safeguarding of reasonable assurance to the Audit Adnan Sajwani is our Compliance Officer achieving its key corporate objectives resources Committee, as delegated by the Board and is responsible for the completion and goals. • Reliability of financial reports: of Directors, regarding achievement of of the annual work plan to monitor compliance. Adnan has more than Ensures that reliable financial the company’s objectives by producing We deploy a corporate-wide approach fourteen years of practical experience, statements and other financial reports for submission to the Executive to the management of risks. Specifically, and reports to the Head of the Internal information are presented to the Management and the Audit Committee a comprehensive process is deployed to Control Department. He has Bachelor Executive Management, Board, and on the efficiency of the applicable identify, analyse, evaluate and treat risks. shareholders internal control systems. The reports of Business Management from Higher Colleges of Technology; and Higher • Compliance with applicable laws include any relevant suggestions A systematic, structured and timely Diploma in Financial Services and and regulations: This element and recommendations for improving Corporate Risk Agenda is undertaken Banking Management from Higher covers laws and regulations which the control systems. However, the throughout the year the Executive Colleges of Technology. our company is subject to in order department is not responsible for the Management team to determine and to avoid any damage to reputation development or maintenance of internal evaluate the potential exposures facing or fines/penalties 8.6 How internal control control systems, which falls under the our company. • The internal control system aims responsibility of the authorised relevant management addresses a serious to establish, document, maintain department. issue: This ensures that risk management and act consistently with the Internal control management achieves is closely aligned with the company’s principles of the internal auditing 8.4 Name and qualifications of their tasks through the following five strategic themes and objectives, policy. The system should apply Internal Control Department Head divisions: reported to the Audit Committee and across all departments, integrating • Financial Audit Board of Directors, and ensuring that the system with the company’s Internal Control Management is headed • Operational Audit action plans are in place to address standard activities of corporate by Amer Al Gergawi, a UAE National, • Information Systems Audits the risks identified. The Corporate Risk governance and risk management who took office as the Senior Vice President of Internal Control in mid- 2007. • Violations Management function is accountable to He was a Board Member of the Internal • Compliance the Audit Committee and the Board of 8.3 Internal control Auditors Association (2014-2011), and a Directors for developing, maintaining management process member of audit Committee in Al Jalila The Control department investigates and implementing the Corporate Our control management process Foundation. serious issues through each of the five Risk Management framework and ensures that our procedures are divisions according to the nature of communicating the key risks and appropriately designed and effectively He has more than sixteen years’ financial the issue, providing the Executive recommendations for improvement on a applied in accordance with our experience in accounting, internal Management and Audit Committee quarterly basis company’s annual plan, reviewed by the auditing and banking. He was appointed
32 Internal Control Internal Control 33 du Corporate governance report 2015 du Corporate governance report 2015
10. Contribution to sustainability and 9. Violations community engagement
Violations committed over the fiscal year ending in 31 December Throughout 2015, our sustainability running a telecom sales business within the 2015 with respect to regulatory requirement were as follows: initiatives have enabled us to safety net of an established and successful contribute to the country’s sustainable business model. Violation Regulatory Body Date Violation Details Corrective measures development in a structured and beneficial way that benefits our In celebration UAE’s 44th National Day, The commission has Take legal action against customers, the community as well as we released our #UAEisHome campaign estimated a fine of third-party sales the environment. to open the door for all the residents 400,000 dirhams in channels committed of the UAE to experience the unity and Violation such cases of selling to the legislation. Our community community. For this campaign we set up Code (1) for mobile SIMs without The company will also During the year we introduced a seven blue doors at prominent locations 2015 TRA 09/03/2015 abiding by the retrain all its employees number of significant initiatives that in Abu Dhabi, Dubai, Sharjah, RAK and obligations of the so they are all properly strengthened our contribution UAE’s Fujairah. Visitors who walked in through TRA/DG/ regulatory policy for aware of the community. Our areas of focus for the doors were greeted by interactive TD/10459 TRA’s registration right process of 2015 were education for special needs, screens and won prizes for participating requirements on selling and activating entrepreneurship, social development in engaging culture-based activities. The mobile phones mobile SIMs and youth engagement. For each video for this campaign achieved more one of these areas we rolled out the than 3 million views online. following projects designed to have Disconnecting all a tangible impact on our community. In 2015, we launched the du Football mobile SIMs that are We gave 23 complimentary iPads this Champions, offering a professional The commission has not committed to the Violation year as a first phase of our plan to scouting platform for boys and girls aged estimated a fine of regulatory policy of Code (2) for distribute 390 complimentary iPads 11 - 17 from across the UAE. du Football 200,000 due to the the TRA. There will be 2015 with the BabNoor app installed to a Champions will provide the most talented TRA 15/04/2015 allocation of selling serious measures taken number of autism centres across the participants a unique chance to train mobile SIMs without the against the sales that TRA/DG/ UAE. BabNoor is the first Arabic tablet with top clubs in La Liga, and to pursue a verification of the proper are not committed to the TD/15/10492 application of its kind that enables professional football career. supporting documents company’s organisational easy and effective communication for policy. A warning will be children with a range of disabilities, such Our people addressed to these ports as autism and speech impairments. Being an employer of choice means understanding our people’s For our 2015 Ramadan project, called expectations and needs. Last year Mawaed Al Rahman, we partnered too, our internal survey indicated with the Tarahum Charity Foundation an increase in engagement to distribute 20,000 boxes of food amongst our employees. rations in neighbourhoods across Dubai and the Northern Emirates. This The primary focus of 2015 was the general initiative was instrumental in bringing retention of UAE National employees together hundreds of people from the within the organisation through a range community come together during the of career development initiatives. The Holy Month to help us pack and deliver percentage of Emiratis in the workforce the food items to those in need. currently stands at 33%. The du University, our flagship training programme, To boost the spirit of entrepreneurship introduced this year schools of leadership, amongst UAE’s youth we also launched the sales, customer care and account Agent 055 programme. This initiative gives management for our staff members. students the opportunity to experience
34 Violations Contribution to sustainability and community engagement 35 du Corporate governance report 2015 du Corporate governance report 2015
As per the latest update to our Our environment whistleblowing policy, only a third- Considering our contribution to the party consulting company (KMPG was surrounding environment, our e-bill appointed during 2015) will now have initiative, launched a few years ago, access to the mail sent in by our staff has continued to gain popularity with members. This new enhancement will our customers. This means that our provide the whistleblower complete customers now receiving their bills more confidence to share any concerns. efficiently, whilst considerably reducing our impact on the environment. To date Our corporate volunteering program 71% of our post-paid customers have helped us bring together almost 1,300 opted for this service. volunteers to contribute more than 5,500 hours through 35 initiatives We are also now proud to be steering across the year. Our internal surveys Committee members of the United demonstrate that employees that Nations Global Compact (UNGC) regularly volunteer exhibit higher levels network in the UAE. The UN Global of engagement, thus proving that a Compact is the world’s largest corporate volunteering program has voluntary corporate sustainability internal as well as external benefits. initiative. We have already reached out to a number of our key vendors to raise Our customers awareness of the UNGC and its By offering the best telecommunica- 10 principles in our supply chain. tions experience to our customers and help them make the most of the digital Our energy-efficient practices, i.e. hybrid world we are enhancing the quality of generators, free cooling systems and our service as well as the quality of our solar powered sites have helped us customer relations. During the year, save 8.8M liters of diesel over the past we focused on aligning our efforts with twelve months. Moreover, our LEED the UAE’s Smart Government initiative. certified stores in Fujairah City Centre and We are dedicated to make this vision Mirdif City Centre have saved 124,028.4 a reality by providing a range of KWhrs. Earlier in the year, we were also innovative solutions that rest on the awarded the prestigious Underwriters backbone of high speed connectivity Laboratories (UL) Indoor Air Quality (IAQ) for all. Certification for our office buildings.
During the year, our flagship For more details on our sustainability entertainment platforms also continued performance and achievements, to offer our community a wide variety we encourage you to read our of experiences, ranging from music, sustainability report for 2015 available and film, to wellness and more. at du.ae/about-us/sustainability-report
36 Contribution to sustainability and community engagement Contribution to sustainability and community engagement 37 du Corporate governance report 2015 du Corporate governance report 2015
11. General Information
11.1 Performance of the company’s shares in the market in 2015 11.2 Performance of the company’s shares, compared with the general market index for 2015
Date Highest Price Lowest Price Closing Price Date Financial Market Index The Company’s shares
29/1/2015 5.16 4.99 5.03 29/1/2015 3,674 5.03
26/2/2015 5.35 5.06 5.1 26/2/2015 3,865 5.1
31/3/2015 5.25 4.86 4.9 31/3/2015 3,514 4.9
30/4/2015 5.16 4.9 5.1 30/4/2015 4,229 5.1
30/5/2015 5.14 5.02 5.03 30/5/2015 3,923 5.03
30/6/2015 5.35 5.02 5.35 30/6/2015 4,087 5.35
30/7/2015 5.44 5.25 5.38 30/7/2015 4,143 5.38
31/8/2015 5.43 4.88 5.1 31/8/2015 3,663 5.1
30/9/2015 5.26 5.00 5.1 30/9/2015 3,593 5.1
29/10/2015 5.1 5.05 5.1 29/10/2015 3,504 5.1
30/11/2015 5.1 4.9 5.03 30/11/2015 3,204 5.03
31/12/2015 5.1 4.96 5.1 31/12/2015 3,151 5.1
Highest AED 5.16 AED 5.35 AED 5.25 AED 5.16 AED 5.14 AED 5.35 AED 5.44 AED 5.43 AED 5.26 AED 5.1 AED 5.1 AED 5.1 Price Financial AED 3,674 AED 3,865 AED 3,514 AED 4,229 AED 3,923 AED 4,087 AED 4,143 AED 3,663 AED 3,593 AED 3,504 AED 3,204 AED 3,151 Market Lowest AED 4.99 AED 5.06 AED 4.86 AED 4.9 AED 5.02 AED 5.02 AED 5.25 AED 4.88 AED 5.00 AED 5.05 AED 4.9 AED 4.96 Price Our AED 5.03 AED 5.1 AED 4.9 AED 5.1 AED 5.03 AED 5.35 AED 5.38 AED 5.1 AED 5.1 AED 5.1 AED 5.03 AED 5.1 share Closing AED 5.03 AED 5.1 AED 4.9 AED 5.1 AED 5.03 AED 5.35 AED 5.38 AED 5.1 AED 5.1 AED 5.1 AED 5.03 AED 5.1 Price 4,500 5.5
4,000 5.4
5.5 3,500 5.3
5.4 3,000 5.2
5.3 2,500 5.1
5.2 2,000 5
5.1 1,500 4.9
5 1,000 4.8
500 4.7 4.9
0 4.6 4.8 31 30 29 30 ٣١ 30 ٣٠ 30 ٣٠ ٣١ 26 29 Jan Feb March April May June July Aug Sept Oct Nov Dec 31 30 29 30 ٣١ 30 ٣٠ 30 ٣٠ ٣١ 26 29 Jan Feb March April May June July Aug Sept Oct Nov Dec
38 General Information General Information 39 du Corporate governance report 2015 du Corporate governance report 2015
11.3 Performance of the company’s shares compared to telecom sector’s 11.4 Breakdown of ownership of public shareholders as of 12/31/2015 index in UAE in 2015 Investor/Shareholder Type of Customer Number of investors Ratio Date Financial Market Index The Company’s shares Government 2 0.5307 2,165.04 5.03 29/1/2015 Banks 7 0.2674 2,326.42 5.1 UAE Government 26/2/2015 Companies 123 85.3197 2,386.04 4.9 31/3/2015 Individuals 98,253 12.8707 2,385.36 5.1 30/4/2015 Government - 2,413.21 5.03 30/5/2015 GCC Countries Commercial - 2,783.14 5.35 30/6/2015 Individuals 196 0.3227 2,896.73 5.38 30/7/2015 Government - 2,649.82 5.1 31/8/2015 Arabs Commercial - 2,880.15 5.1 30/9/2015 Individuals 586 0.4665 3,067.83 5.1 29/10/2015 Government - 3,266.29 5.03 30/11/2015 Other nationalities Commercial - 3,204.32 5.1 31/12/2015 Individuals 546 0.1495
Financial AED AED AED AED AED AED AED AED AED AED AED AED Market 2,165.04 2,326.42 2,386.04 2,385.36 2,413.21 2,783.14 2,896.73 2,649.82 2,880.15 3,067.83 3,266.29 3,204.32 11.5 Statement of shareholders who own 5% or more of the company’s
Our AED 5.03 AED 5.1 AED 4.9 AED 5.1 AED 5.03 AED 5.35 AED 5.38 AED 5.1 AED 5.1 AED 5.1 AED 5.03 AED 5.1 capital as of 12/31/2015 share
Name The number of owned shares Share Proportion of Capital 4,500 5.5
4,000 5.4 Emirates Investment Authoruty 1,805,714,285 39.5
3,500 5.3 Mubadala Development Company PJSC 902,857,142 19.75 Emirates International 3,000 5.2 891,428,572 19.5 Telecommunications Company LLC 2,500 5.1
2,000 5
1,500 4.9
1,000 4.8
500 4.7
0 4.6
31 30 29 30 ٣١ 30 ٣٠ 30 ٣٠ ٣١ 26 29 Jan Feb March April May June July Aug Sept Oct Nov Dec
40 General Information General Information 41 du Corporate governance report 2015
11.6 Statement of distribution of shareholders according to the size of the property as of 12/31/2015
Number of The number of Ratio of stock Owner of shares shareholders owned shares capital Less than 50,000 98632 125,761,936 1.9102
From 50,000 to less than 500,000 831 134,968,711 2.954
From 500,000 to less than 5,000,000 222 301,390,444 6.5936
More than 5,000,000 33 4,009,307,480 87.7036
11.7 List of core events the company experienced in 2015
• The re-election of the members of the Board of Directors and appointment of Khaled Balama in replacement of Abdulhamid Saeed at the AGM • Appointment of Homaid Al Shemmari in replacement of Waleed Al Muhairi on 23rd December 2015 • Increase our ownership in the Khaznah Datacenter to 26% • Distribution of interim dividends in the first half of 2015
11.8 Violations No violation was made to the Ministerial Resolution 518/2009 concerning Governance Regulations and the Criteria for Corporate Discipline standards during the financial year ended on 31 December 2015.
For more information on our policies and corporate governance, as well as annual reports and sustainability reports, please visit the following link: (http://www.du.ae/about-us)
Ahmad Bin Byat Chairman
42 General Information