Corporate Governance Report 2015 Du Corporate Governance Report 2015
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)’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 04 An overview An overview 05 du Corporate governance report 2015 du Corporate governance report 2015 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. 06 07 du Corporate governance report 2015 du Corporate governance report 2015 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