Corporate governance report 2012 du corporate governance report 2012
Contents
An overview 04
Share dealing 06
Board of directors 08
Executive management 20
Related party transactions 24
External auditor 25
Internal control 27
Disclosure and communication with shareholders 30
General 31
Our contribution to sustainability and community engagement 33
Table of contents 03 du corporate governance report 2012 du corporate governance report 2012
1. An overview
Our corporate 1.1 Introduction policies. We communicate with our 1.3 Our Governance Model governance programme Our corporate governance system meets Board and shareholders (in the UAE and The effectiveness of our governance model instils confidence in our all relevant UAE legislation on corporate internationally) via corporate governance relies on the distribution of duties and ability to drive efficiency governance and the Law of Companies. It email. This enables an atmosphere of responsibilities amongst shareholders, and generate revenues transparency and disclosure and ensures to contribute to the follows international corporate governance management, and Directors, including economy of the UAE. best practices and adheres to Ministerial consistency between Board, Executive the Board of Directors and permanent Resolution No. 518 of the 2009 Federal Management and other staff practices. committees as illustrated in the chart below: Law on Governance Regulations and the Criteria of Corporate Discipline. Our “Corporate Governance Manual” contains policies and rules that govern the Our governance systems are currently following corporate activities to ensure the managed according to our “Corporate highest standards of business integrity: Governance Manual”. The Manual is approved by the Board of Directors • Corporate Social Responsibility (where and was revised with updated policies our company contributes to enhance in March 2011. This manual governs the quality of life of its workforce and our organisational framework, policies, the wider community) and procedures to ensure we comply • Dividend distribution (our company’s with international best practices as well commitment to creating value for as the rules and practices set by the shareholders in a balanced and Securities and Commodities Authority sustainable way) (ESCA). In addition to complying with the • Code of Conduct covering all company requisite laws, our corporate governance employees (Board, Executive programme instils confidence in our Management and employees must all company’s ability to drive efficiency and adhere to the Code of Conduct) generate revenues to contribute to the • Share Dealing policy (see section 2.1) economy of the UAE. • Related Party Transactions (identifies the requirements relating to Regulatory�Bodies Auditors Telecommunications�Regulatory�Authority,� State�Audit�Institution�and� 1.2 Our Governance System transactions between our company Dubai�Financial�Market,� External�Auditor Our governance system is managed and its stakeholders) External Securities�and�Commodities�Authority according to Ministerial Resolution No. • Whistleblowing (see section 7.3) 518/2009 on the Principles of Governance • Board evaluation (a recently factors and Criteria of Corporate Discipline and the developed governance policy that has rules and criteria of governance detailed in been adopted worldwide, reflecting Internal “The Corporate Governance Manual”. They the extent to which the Board is Shareholders include, for example, a clear definition efficient, competent, and able to factors of the role and duties of the Board’s overcome any potential economic Reports Appoints Chairman and Chief Executive Officer. difficulties) They also prevent the Chairman from • Disclosure and communication with InfographBoard�of�Directors Page 4 acting as Chief Executive Officer for our shareholders (see section 8) company. Additional rules of the Board • External auditor appointment (see Reports Appoints have been agreed, including supervision of section 6.2) Appoints Appoints • Directors Access to Independent Internal� Audit� Investment� Nomination�&� Company� our company’s internal audit system and Remuneration monitoring its efficacy. Professional Advice Policy (under Control Reports�to Committee Committee Committee Reports�to Secretary the�Audit� Chairman�of� this policy a Board Member is free Committee the�Board Our corporate governance initiatives to consult an internal or external Reports Appoints extend beyond legal requirements. We expert that will support the member’s launched a governance page on our decisions and opinions to the CEO website, on which we post an annual advantage of our company) governance report, the Board structure, Reports Appoints and details of our founding shareholders. The webpage also contains information Management on all of the applicable governance
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2. Share dealing
2.1 Share Dealing Policy • Any other information that our company’s management may Scope of the policy determine to be price-sensitive The Share Dealing Policy applies to all information. individuals working for us or any of our
subsidiaries, at all levels and grades b. Establish a framework for our including, members of the Board of employees to adhere to when dealing in Directors, Executive Management, senior the company’s shares managers, and other employees (including permanent employees, contractors and c. Set out the consequences of failure to trainees). Third parties who gain access adhere to this policy to price-sensitive information (whether by reason of a contractual relationship with 2.2 Trading Restrictions our company or any of its subsidiaries, or During the closed periods, Directors, a personal relationship with an employee) Executive Management and other should also be made aware of this policy. employees are not allowed to deal, directly or through others, in shares of The purpose of the policy is to: our company (or of any of its subsidiary or affiliated companies) irrespective of a. Educate our Directors, Executive whether or not they are in possession of Management and other employees unpublished price-sensitive information. (including permanent employees,
contractors and trainees) on the illegality a. A closed period is the 15-day period of insider dealing and tipping, i.e. dealing preceding any of the following: in our company’s shares - either directly or through others - whilst in possession of • Our company’s General Assemblies unpublished price-sensitive information, (including the Annual General Meeting such as: and any Extraordinary General Assembly); • Annual and interim financial results of • The announcement of any our company before they are unpublished price-sensitive made public; information; and • Information about our company’s • The announcement of yearly, half- forecasts and trading prospects; yearly and quarterly financial results • Dividends the Directors propose in: to declare and any changes to the c. All applications to deal in our shares d. An applicant cannot proceed with a We continue to adhere to - April; international best practice dividend policy; must be made through our Company proposed transaction until he or she - July; guidelines, as well as • Expansion plans, including entrance Secretary’s office using the Share Dealing receives written confirmation of such - October; and meeting the guidelines of into new markets or the introduction Consent Form or through our company’s consent through our Company Secretary. - February. the DFM and ESCA. of new technology; internal, online portal for staff. The form • Strategic alliances or any proposed must state the number of shares that the e. Any employee joining our company must b. Any proposed dealings in our mergers or acquisitions; applicant proposes to buy or sell and the disclose any shareholding in our company company’s shares at any time by an • Corporate restructuring programmes; proposed date of the transaction. The that they may have. Furthermore, employee requires consent from: • Significant changes in the nature of applicant must also confirm that he or she Directors and Executive Management must our company’s business; is not in possession of unpublished price- inform the Company Secretary of their • The Chairman of the Audit Committee • Disposal of any shares of our sensitive information. After the transaction shareholding in our company annually. in the case of dealings by any Director company by a significant shareholder; has been completed, the applicant must and the CEO; • Changes to the Board of Directors’ promptly (and in any event no later than f. The Audit Committee will be responsible • The Chairman of the Board of structure or members of the Executive four days from receiving that confirmation) for reviewing this policy at least annually Directors in the case of dealings by Management; notify our Company Secretary’s office - and shall report to the rest of the Board on the Chairman of the Audit • News concerning our company’s using the Share Dealing Completion Form its activities under this policy. Committee; and services, such as regulatory - that the share dealing has taken place. • The CEO in all other cases. approvals or licensing deals; • A potential dispute which may result in significant litigation; and
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3. Board of directors
Our commitment to 3.1 Structure Company have the right to jointly appoint Jassem 2006 Non-executive Investment Mubadala MBA from Al Zaabi and independent Committee London good governance begins According to our “Corporate Governance eight members of the Board, with two with an autonomous Board Member (Chairman) Business Manual”, all members of our Board members to be elected from public Board of Directors School, UK shareholders. enforcing a strict code are non-executive, a provision that is of business ethics and consistent with Ministerial Decision No. compliance standards. 518/2009 on the Principles of Governance The re-appointment and re-election of all and Criteria of Corporate Discipline. members of the Board was approved on 28 March 2012 for a term of three years. Fadhel 2009 Non-executive Audit Emirates BSc, Industry Under the Memorandum of Association, Al Ali Board Member Committee, Communications Sciences and the UAE Government, Emirates The Board consists of eight non-executive Investment and Technology Engineering Committee Company Systems, and independent members and two non- Communication and Technologies University Company LLC and Mubadala Development executive members: of Southern California, USA
Certificate of Finance (CFA Level 1), American University of Sharjah
Ziad 2007 Non-executive Audit General BSc, Law, Galadari and independent Committee United Arab Board Member (Chairman) Emirates University, Al Ain Date of first appointment/ Board Membership Academic Name election Position of Committees Representing Qualifications Abdulla 2007 Non-executive Nomination and General BSc, General Al Shamsi and independent Remuneration Administration Board Member Committee and Business (Finance & Ahmad 2006 Chairman, Emirates MA, Information Investment Business), New Bin Byat non-executive Communications Technology Committee York University Board Member and Technology and Business Company Administration, USA Saeed 2006 Non-executive Audit Committee, Emirates BSc, Political Al Yateem and independent Nomination and Investment Science, United Younis 2009 Vice Chairman, Investment Emirates BSc, Computer Board Member Remuneration Authority Arab Emirates Al Khoori non-executive Committee Investment Engineering Committee University, Al Ain and independent Authority Sciences, Boston Board Member University, USA MA of Mohamed 2012 Non-executive Investment Emirates BSc, General Engineering Al Suwaidi and independent Committee Investment Administration Management Board Member Authority and Business Sciences, (Accounting), Northeastern United Arab University, USA Emirates University, Al Ain
Abdulhamid 2009 Non-executive Audit Emirates BSc, Business Saeed and independent Committee Investment Administration, Board Member Authority Arizona, USA
Waleed 2006 Non-executive Nomination and Mubadala MA Harvard Al Muhairi and independent Remuneration University, USA Board Member Committee BSc in Foreign (Chairman) Service, Georgetown The UAE Federal Government, represented by the Emirates Investment Authority (EIA), appointed Mohamed Al University, USA Suwaidi as its fourth representative on our Board of Directors after Eissa Al Suwaidi stepped down as a Board Member on 27 June 2012.
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Ahmad Bin Byat is the Founding Chairman General of the Dubai Executive Council; Waleed Al Muhairi is Chief Waleed is also Chairman of the Board of our company. President of Dubai Government Excellence Operating Officer of Mubadala of Directors of Yahsat, Mubadala Programme; Chairman of the Dubai Development Company. Infrastructure Partners, the Advanced He is one of the most prominent corporate Education Council; Member of the Board of Technology Investment Company (ATIC), leaders in Dubai. He holds a number of Trustees for Zayed University; Chairman As Mubadala’s Chief Operating Officer, Cleveland Clinic Abu Dhabi and Tabreed. high-ranking directorial positions, and of the Board of Directors at The Consulting Waleed oversees the company’s He is Vice Chairman of Piaggio Aero plays an instrumental role in leading key Office; and Member of the Board of investment portfolio and is responsible Industries and is a Director of Al Maabar, economic initiatives designed to drive Thuraya Telecommunications Company. for its strategic, operational and business GLOBALFOUNDRIES and the Abu Dhabi Ahmad Bin Byat Waleed Al Muhairi Chairman Dubai’s knowledge-based economy Additionally, he is a former Member of the Board Member development activities. Future Energy Company (Masdar). He is (non-executive member) forward. He is currently Chief Executive Supreme Committee for the Supervision of (non-executive, also a Member of the Board of Trustees Officer of Dubai Holding, Member of the Telecommunication Sector in the UAE independent member) of Cleveland Clinic. the Board of Trustees at Dubai School and the Dubai Supreme Fiscal Committee. of Government and Director General at Dubai Technology and Media Free Zone His educational background, leadership Authority. qualities and technology skills have made him a highly resourceful and Bin Byat has also held a number of inspiring corporate leader. Charisma other senior roles. These include stints and motivational skills have helped him as Executive Chairman of TECOM build high-performing teams, create Investments; Chairman of Dubai Real partnerships, and nurture long-term Estate Corporation (DREC); Secretary- relationships. Jassem Al Zaabi is the Executive region and Egypt. Board Positions: Director of Mubadala Information Chairman of Injazat Data Systems; & Communications Technology. Board Member of Emerging Markets & Telecommunication Services (EMTS), Abu Before joining the Company, Dhabi Ship Building, Abu Dhabi Ports Al Khoori is the Undersecretary of the UAE Prior to that, Al Khoori was the IT Director Jassem worked for Thuraya Satellite Company PJSC and Advanced Technology Ministry of Finance. In this capacity, he is at the Department of Finance in Abu Dhabi. Communications Company as a business Investment Company (ATIC). responsible for the implementation of the He also worked as a Senior Engineer development area manager in the GCC new Zero-Based Budget. with ADNOC. Jassem Al Zaabi Board Member (non-executive, Since his appointment at the Ministry of Al Khoori sits on the Board of Directors of independent member) Finance in 2007, Al Khoori has led various major UAE companies such as The Central initiatives including the restructuring of the Bank of the UAE, the General Pensions and Younis Al Khoori Vice Chairman budget process. Social Security Authority (GPSSA) and the (non-executive, Abu Dhabi Investment Council. independent member)
Abdulhamid Saeed is Chief Executive Exchange, Emirates Investment Authority Fadhel Al Ali is Chief Executive Officer Jumeirah Group. He is currently acting as Officer and Board Member of First (EIA) and Mubadala Development of Operations at Dubai Holding. He is a a Board Member at Cyprus Popular Bank, Gulf Bank. Company. He is a Board Member of Sky Member of its Executive Committee and Dubai Financial Services Authority News Arabia and a Member of the Board that of several of its entities, including and Emaar. He also holds key positions in several of Trustees at Abu Dhabi University. He governmental organisations, including is Chairman of Aseel Finance, and Chief as a Board Member of the Dubai Stock Executive Officer of Reem Investments.
Abdulhamid Saeed Fadhel Al Ali Board Member Board Member (non-executive, (non-executive member) independent member)
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Ziad Galadari is Founder and Chairman since 1983. He is Chairman of Galadari 3.2 Board Committees quarterly reports; of Galadari Brothers Company LLC Investment Office and a Member of the Our Board of Directors maintain three • Review our company’s financial and and has been practicing law, providing Board of Directors of the Dubai World committees to assist in discharging their control systems, risk management legal consulting and arbitration services Trade Centre and Dana Gas. oversight responsibilities: and internal control procedures; • Review our company’s Share a. An Audit Committee; Dealing Policy; b. An Investment Committee; and • Review and brief the Board of c. A Nomination and Directors on financial and accounting Ziad Galadari policies and procedures; Board Member Remuneration Committee. (non-executive, • Monitor, review and inform the Board independent member) The Board may add new committees or of Directors of the effectiveness remove existing committees as needed to of our company’s Internal Control fulfil its responsibilities. Department; review and approve the annual internal audit plan; Abdulla Al Shamsi is General Manager as Chairman of Dubai Properties Group The Directors who serve on each of • Ensure compliance with the policy on of United Arab Shipping Agencies Co. (Member of Dubai Holding) as well as the three committees are independent. the appointment of an (Emirates) and Vice President of Dubai Chairman-Middle East Container Repair In determining the independence of a external auditor; Shipping Agents Association. He serves Co. (LLC). Director, the Board of Directors applies the • Any other duties as may be definition of “independent director” used in assigned to the Committee by the the Ministerial Resolution No. 518 of 2008 Board for consideration. concerning Corporate Governance and Corporate Discipline Standard as well as b. Authority Abdulla Al Shamsi Board Member applicable laws and regulations. The Board The Committee is authorised by the Board (non-executive, will also consider other relevant facts and of Directors to examine any activity within independent member) circumstances bearing on independence. its terms of reference and is authorised to have unrestricted access to our company’s The Audit Committee external auditors and to obtain, at our The principle roles of the Audit Committee company’s expense, professional advice Saeed Al Yateem is Assistant He supervises UAE Federal Government are to monitor our company’s financial on any matter within its terms of reference. Undersecretary of Budget and Revenues budgeting process and performance and statements; to renew and recommend The Committee is authorised to seek any Affairs at the Ministry of Finance, UAE. UAE Federal Government public revenues. changes to our company’s financial information it requires from any employee and control systems; and to maintain or Director, and all employees and an appropriate relationship with our Directors will be directed to cooperate with company’s external auditors. any request made by the Committee.
The Audit Committee Chairman is Ziad The Nomination and Remuneration Committee Saeed Al Yateem Galadari; its members are Fadhel Al Ali, Board Member The role of the Nomination and Abdulhamid Saeed and Saeed Al Yateem. (non-executive, Remuneration Committee is to set the independent member) policy for remuneration of the Executive Committee invitees: CEO, CFO, Head of Management, determine targets for Internal Audit and Company Secretary. performance related pay and determine the total individual package of each executive a. Committee Duties: Mohamed Al Suwaidi is Executive (EIA). He has worked as a Board Member director (if any), including salary, bonuses, • Consider and make recommendations Director of Asset Management, Emirates for many UAE companies and is currently pensions and incentive schemes. to the Board, to be put to Investment Authority (EIA). He is also Chief a Board Member of the Zayed Higher shareholders for approval at Executive Officer of Treasury Management Organisation for Humanitarian Care and The Nomination and Remuneration the Annual General Meeting, in at the Abu Dhabi Investment Authority Special Needs. Committee Chairman is Waleed Al Muhairi; relation to the appointment of our with Abdulla Al Shamsi and Saeed Al company’s external auditors; follow Yateem as members. up and continuously monitor the performance, independence and Mohamed Al Suwaidi Committee invitees: CEO, Chief Human objectivity of the external auditor; Board Member Resources & Shared Services Officer and (non-executive, • Monitor and review the integrity of the independent member) Company Secretary. financial statements of our company and the yearly, half-yearly and
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Standing, a. Committee Duties: is no longer independent is to impact a. Committee Duties Our Board of Directors left to right: • If the Committee discovers that on the requirements for a minimum • Examine all proposals related to and Executive Younis Al Khoori Management teams the condition of independence is number of independent directors, financial and strategic investment Saeed Al Yateem are now more not fulfilled by any Director who the Board shall appoint a new Abdulla Al Shamsi opportunities, provided that transparently governed Fadhel Al Ali claims to be independent, it shall independent Director to replace such investment does not exceed AED 100 than ever before. Abdulhamid Saeed refer such matter to the Board of Director, and such appointment shall Jassem Al Zaabi million. Mohamed Al Suwaidi Directors, which in turn shall notify be reviewed at the earliest General • All investments exceeding AED 100 the affected Director by a letter Assembly in order to give effect to the million require the approval of the Seated, to be sent by registered mail to decision of the Board. Board of Directors. left to right: the Director’s registered address Osman Sultan recorded in our company’s files, of The Investment Committee Waleed Al Muhairi Ahmad Bin Byat the apparent reasons for his/her lack The role of the Investment Committee is Ziad Galadari of independence. The Director shall to review and approve our company’s provide clarification to the Board on investment strategy in relation to core and the matter of his/her independence non-core business which falls outside the within fifteen days from the date of Executive Management’s authority matrix. the notification. • A Director’s loss of independence The Investment Committee Chairman is Transactions of Board Members and their immediate relatives in our shares in 2012 does not impact on our company’s Jassem Al Zaabi; members are Ahmad Bin satisfaction of the requirement for Byat, Fadhel Al Ali, Younis Al Khoori and Member Kinship Total shares sold Total shares purchased a minimum number of independent Mohamed Al Suwaidi. directors on the Board of our company. Abdulla Al Shamsi Himself - 50,000 • Without prejudice to the provisions Committee invitees: CEO, CFO, Chief Abdulhamid Saeed Himself - 700,000 of Article (102) of the Commercial Strategy & Investment Officer and Companies Law, if a decision taken by Company Secretary. the Board which holds that a Director These were the only Board Members to trade in our shares in 2012.
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3.3 Board Meetings Timeline of Investment Committee meetings For Board meetings to be held, a majority Audit Committee held eight meetings; the of members should be present. During the Nomination and Remuneration Committee fiscal year ending 31 December 2012, our held six meetings; and the Investment No. of Meeting Date Board of Directors held nine meetings; the Committee held eight meetings.
IC 1 19 February 2012 IC 2 28 March 2012 IC 3 15 April 2012 Timeline of Board of Directors’ meetings IC 4 7 June 2012 IC 5 25 July 2012 IC 6 7 October 2012 No. of Meeting Date IC 7 20 November 2012 IC 8 6 December 2012 BOD 1 5 March 2012 BOD 2 4 April 2012 BOD 3 10 May 2012 BOD 4 7 June 2012 Board Members present at meetings in 2012 BOD 5 29 July 2012 BOD 6 14 August 2012 BOD 7 23 September 2012 BOD meetings AC meetings NRC meetings IC meetings BOD 8 21 October 2012 BOD 9 10 December 2012 Board 9 8 6 8 Members No. of meetings No. of meetings No. of meetings No. of meetings
Timeline of Audit Committee meetings Ahmad Bin Byat 9 C 6 *
No. of Meeting Date Younis Al Khoori 9 * 2 * 6 * Eissa
AC 1 4 March 2012 Al Suwaidi 4 * 4 C AC 2 27 March 2012 AC 3 25 April 2012 Abdulhamid Saeed 8 6 2 AC 4 7 June 2012 * * *
AC 5 29 July 2012 Waleed AC 6 19 September 2012 Al Muhairi 8 * 6 C AC 7 21 October 2012 Jassem AC 8 10 December 2012 Al Zaabi 7 * 8 C
Fadhel Al Ali 9 * 8 * 7 * Timeline of Nomination and Remuneration Committee meetings Ziad Galadari 9 * 8 C
No. of Meeting Date Abdulla Al Shamsi 8 * 5 * Saeed NRC 1 15 January 2012 Al Yateem 9 * 5 * 3 * NRC 2 5 March 2012 NRC 3 19 April 2012 Mohamed NRC 4 7 June 2012 Al Suwaidi 3 * 3 * NRC 5 23 October 2012 NRC 6 10 December 2012 C = Chairman * = Member
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Annual General Meeting Our Board Members are remunerated The Annual General Meeting convened on based on a structured framework in 28 March 2012 (at the Conference Centre at line with international and regional best Dubai Knowledge Village) and agreed to: practices and recommended by Mercer Consultants. Our Board Members are a. Review and approve the Board of compensated with an annual retainer, Directors’ report for the fiscal year ending Committee Chairman/membership fee and 31 December 2011; meeting attendance fees. b. Consider and approve the auditors’ report for the fiscal year ending 31 In 2012, the AGM approved a remuneration December 2011; total of AED 7,264 million to be distributed c. Approve our company’s financial among all Board Members based on the statements along with the profit and approved policy as fees for 2011. loss account for the fiscal year ending 31 December 2011; At the AGM in March 2013 the Board will d. Approve the distribution of cash propose a remuneration of AED 8,748 dividends of AED 0.15 per share for million to be distributed among all Board shareholders; Members as fees for 2012 based on the e. Discharge and release the Board of approved policy. Directors and the auditors from all liability for the fiscal year ending 31 December 2011; 3.5 Powers of the Executive f. Approve the Board of Directors’ Management remuneration; The Board’s primary focus is to support g. The appointment of KPMG as auditors and advise the Executive Management on of our company’s accounts for 2012 and the delivery of our company’s strategy determine the fees; within a clear and transparent h. The election of Board Members Ziad governance framework. Galadari and Abdulla Al Shamsi to represent our public shareholders. a. Schedule of Matters Reserved for the Board of Directors Candidates for Board membership were • Financial reporting and controls; 3.7 Performance The Board is committed to able to apply during the period from In line with Article 11 of the Code of • Internal controls; Evaluation of the Board improving its performance and efficiency, creating Wednesday 8 February 2012 to Thursday Corporate Governance (delegation of • Contracts and expenditure (those In order for our Board of Directors to value for our company which are beyond the powers of the improve their performance and efficiency, 8 March 2012, as per Article 12 of Ministerial Management), the Board has agreed the and its shareholders. Decision No. 518/2009 on the Principles Schedule of Matters reserved for the Board Executive Management) as per the and create value for our company and of Governance and Criteria of and its committees set out below. applicable policy; its shareholders, the Board has put in Corporate Discipline. • Communication; place a structure of assessments and Our Board shall be responsible for carrying • Delegation of authority; evaluation of its own performance. At We posted the names of candidates Ziad out the functions set out in the schedule • Corporate governance matters; the end of 2012 the Board underwent a Galadari and Abdulla Al Shamsi, along with to the extent that those functions have • Other policies. performance evaluation. This involved the their nomination details, on our website, not been delegated in writing to a Board completion of assessment questionnaires committee (in the Terms of Reference of the 3.6 Workshops for Board Members by all Directors, covering the performance www.du.ae on 13 March 2012 relevant committee) or to the In 2012, we conducted two workshops for of the Board and its Committees. Other Executive Management. Board Members. The first workshop, on areas reviewed included the effectiveness 3.4 Board Member Remuneration The Future of Telecom Operators, covered of the Chairman and CEO, the monitoring The proposal for Board Members’ The responsibilities retained by the Board the evolution of telecom companies, the of operational performance, corporate remuneration is submitted to the Board of Directors in summary are: current challenges and what telecom governance, and leadership and culture. of Directors by the Nomination and companies can do to transform their The Board has subsequently put in place Remuneration Committee. Following the • Strategy and Management; businesses, and was delivered by KPMG. a roadmap for 2013 to fill any existing Board’s approval, the proposal is referred • Board Memberships and other The second was presented by Capital gaps and optimise its efficiency to shareholders at the Annual General appointments; Advantage, Inc who provided general and performance. Meeting where it is voted on. • Remuneration; updates on governance, specifically on • Structure and capital; share trading and conflicts of interest.
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4. Executive management
In addition to the Board Members, the As a recognised industry leader, he Executive Management monitors the has been invited to address several progress of the business. conferences on Telecommunications, Digital World, IPTV and Internet in the 4.1 Members of the Middle East and beyond; he has also Executive Management mentored a generation of key telecom Osman Sultan was named Chief sector players, who have gone on to Executive Officer of Emirates Integrated occupy leadership roles across the world. Osman Sultan Telecommunications Company PJSC (du) Chief Executive Officer in January 2006. His vision of creating a His drive and acute business acumen has We estimate our overall telecommunications company that would earned him several industry accolades. market share at the end transform the UAE’s industry monopoly, To name a few: of 2012 as 48.7%. while adhering to its values and delivering on its promise, has since manifested to • Ranked 32nd “Most Innovative form one of the region’s most vibrant Business Leaders in the Arab World success stories. 2012” according to Amwal Magazine (2012) Under Sultan’s guidance, our founding • Recognised with “Top Executive team has expanded to a corporate family Management in the Arab World 2012” of more than 2,000 colleagues, with a award during Forbes Middle East CEO network of 57 Shops and 3,000 affiliated Forum (2012) retailers across the UAE. Our rapid growth • Named Innovator of the Year at Gulf success includes an ever-increasing Business Industry Awards (2012) customer base of more than five million • Recognised as one of the “30 mobile customers and a market share Most Influential People in the GCC” of 48.7 per cent in six years of service; according to Business Pioneer company profits within two years of Magazine (2012) operations, and a focus that is as people- • Selected among the most powerful centric as it is driven by providing the best executives in the telecoms industry value and adding life to life. We were also on GTBPower100 List for two the first telecommunications company consecutive years 2010 and 2011. in the UAE to release a Sustainable • Named the CEO of the Year- Development Report, the first edition of Telecommunications, at the 4th CEO which was launched in October 2011. We Middle East Awards (2011) also ranked first in the S&P/Hawkamah • Master Class CEO of the Year, Environmental, Social and Corporate organised by the GCC Chamber of Governance (ESG) Index 2011. The ranking Commerce and Industry (2010) comes as a result of our sustained • MEComs Lifetime Achievement (2009) efforts to enhance corporate governance • MENA Cristal Media Man of the Year standards within our company for his wealthy contribution to the and community. world of digital media and content (2008) Having joined the telecommunications • Man of the Year award from the industry in 1983, Sultan’s experience in Professional Electronic Information the field is varied and covers operations Services Community in France (1996) in Europe, North America and the MENA • The Best Website - Legal Product region. He has held management positions from the American Information in sales, marketing and customer services, Association (1996) as well as leadership roles in three of the world’s largest telecommunications companies: Questel.Orbit Inc and the Egyptian Company for Mobile Services (MobiNil) which he founded in 1998 and continued to head for seven years.
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In his current role as Chief Commercial Deputy General Manager-Telecom for Before joining us as EVP International and Services in Globecomm systems, New Officer, Farid Faraidooni is responsible TECOM Investments from April 2002 to Wholesale, at startup in 2006, Yatinder York. He also served in various engineering for all of our sales, marketing, customer December 2005. Mahajan was the Director of SamaCom, and executive positions during his stint care, International Carrier Relations, a limited liability company established in with the incumbent Operator in UAE. Brand and Communications and Business In 2003, he was nominated by TECOM in Tecom in 2001. His work at SamaCom Yatinder started his career in the R&D Unit Development functions. the Distinguished Government Employee led to the company taking a top position of the Indian Ministry of Communications, category in the Dubai Government among satellite broadcast providers in where he worked on the development of In his previous roles as Executive Vice Excellence Program (DGEP) Awards. MENA. Prior to setting up the SamaCom microwave radio communication systems Farid Faraidooni Yatinder Mahajan Chief Commercial Officer President of Commercial and as Executive Chief Technology Officer business, he served as Director of Network and design. Vice President of Corporate Affairs, A UAE National, Farid served as a Member Faraidooni handled corporate programme of the Board of Directors of Interoute, management, telecom regulatory affairs, one of Europe’s fastest growing telecoms Before joining us, Venkataraman worked years in the Middle East where he occupied corporate governance and investor providers, for three years, and is on for the Orange Group in London as Head of a number of senior executive management relations. He was also involved in the Board of Trustees for the UAE ICT Commercial Strategy & Insurance, where positions at Mobinil (Egypt). He has an developing our policy and Development Fund. He is also a founding he set up commercial business models MA from Michigan University and a BSc strategic directions. Member of the Information Technology for third party transactions with content in Electronic Engineering from the Indian Forum in the UAE. providers including Warner Bros., Sony, Institute of Technology (Madras). Prior to joining us, Farid played a key role PMG, and Disney. He previously spent four in the successful implementation of the Farid holds a Bachelor’s degree in Raghu Venkataraman information communications technology Electrical/Electronics Engineering from Chief Strategy & clusters such as Dubai Internet City (DIC), Baylor University in Texas (USA) and Investments Officer Dubai Media City (DMC), Knowledge has completed management courses at Ananda is a senior professional with he worked for 11 years in management Village, Dubai Healthcare City and other Cranfield University. experience of over 20 years in diverse consulting with firms such as Arthur business parks. Farid also served as the areas such as finance, strategy, regulatory Andersen, Ernst & Young and Coopers & affairs, corporate governance, systems Lybrand, mostly in their telecom practices. implementation and project management. Ananda holds a Bachelor’s degree with Fahad Al Hassawi is tasked with managing role he devised and implemented He has worked with some of the largest honours in Accounting and a Masters our strategic human resources and HR improvement processes. He also Middle Eastern telecom operators and degree in Business Management from corporate services plan (including established and executed the group’s international consulting firms. Before India. He is also a professionally qualified Ananda Bose Procurement, Facilities and Government national career development strategy. Chief Corporate moving to the telecom industry in 2003, Cost Accountant. Relations), implementing best practices Fahad started his career as a First Affairs Officer in recruitment, training and development, Lieutenant Engineer for Dubai Police. He compensation and benefits and holds a Masters in Industrial Engineering organisational design. from the University of Miami, USA. He 4.2 Total compensations paid for the executive management in 2012 Fahad Al Hassawi Chief Human Resources & also has a Bachelor of Engineering in Shared Services Officer Prior to joining us, Fahad was Vice Communications and a BTEC National Total salaries and Total bonuses President Human Resources (Employee Diploma in Engineering. Position Date of appointment allowances paid in 2012 (AED) paid in 2012 (AED)* Services) for Emirates Airlines. In this Chief Executive Officer 1 January 2006 4,382,940
Chief Commercial Officer 1 January 2006 2,593,695
Chief Human Resources & Mark has held senior finance roles for operator in Oman. Before joining Qtel, he Shared Services Officer 23 April 2006 2,593,695
more than 25 years, working initially in was the Chief Financial Officer of European Chief Financial Officer 1 January 2006 1,775,124 business regeneration and latterly across Telecom plc, listed on London Stock the telecommunications industry. Before Exchange. He is a member of the Institute Chief Technology Officer 1 January 2006 1,830,712 joining us, he was the Chief Finance Officer of Chartered Accountants in England and Chief Strategy & at Qtel (Qatar Telecom), cooperating Wales and a founding director of the Middle Investments Officer 1 January 2006 1,782,827
with the Board of Directors and the Chief East Investor Relations Society (ME-IR Executive Officer to set an expansion Society). Chief Corporate Mark Shuttleworth Affairs Officer 1 January 2006 1,759,195 Chief Financial Officer strategy based on the second mobile
*Remuneration and bonuses are paid subject to our company’s performance. They 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. Remuneration and bonuses for 2012 are being calculated and will accordingly be disclosed once approved.
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5. Related party transactions 6. External auditor
Transactions with related Related Party Transactions can present Transactions with related parties are on 6.1 Overview competitiveness in the financial markets, All financial reports are parties are on terms and potential or actual conflicts of interest terms and conditions approved by our KPMG is a leading professional services attract foreign investment and provide prepared in line with IFRS conditions approved by for our company and may create the company’s Board of Directors. company. It provides business consulting, liquidity to better support the economy. standards to increase our Board of Directors. competitiveness in the appearance that business decisions are auditing and tax services in 152 countries financial markets, attract based on considerations other than the We exclude transactions with related and currently engages 145,000 6.3 Our Relationship with foreign investment and best interests of our company and parties once a relationship is disclosed, but professionals. KPMG was established in the External Auditor provide liquidity to better its shareholders. if no other party is capable of providing the UAE in 1974 and has grown to 750 The Audit Committee supervises the support the economy. the same service, then all transactions with professional staff led by more than 30 relationship between our company and The policy applies to all Directors, the related parties should be executed at Partners, across seven offices across the our internal and external auditors. Our Executive Management and significant commercial prices and telecommunication country. KPMG believes its employees interaction with our auditors is governed shareholders and any persons or entities services should be provided to the parties should play a full role in the communities in according to the following Audit Committee related to them. Parties are considered at normal market value. which they live and work. responsibilities: to be related if that party has the ability to control the other party or to exercise KPMG has been our external auditor since a. Review the terms of engagement of significant influence or joint control over inception of the company in December the external auditors and the scope of the the other party in making financial and 2005. However, it should be noted that external audit plan; operating decisions. KPMG was reappointed at the 2011 AGM on b. Follow the procedure for selecting and the basis of engagement partner rotation. appointing the external auditor; report to the Board of Directors any matters that, 6.2 Appointment of an in the Committee’s opinion, necessitate an External Auditor action and provide recommendations on We have updated our Governance the necessary steps; AED Manual and introduced a policy on the c. Follow-up and continuously monitor the Description (in thousands) appointment of an external auditor. The performance, independence and objectivity new policy regulates the appointment of an of the external auditor and discuss with Payments due from related parties 2012 external auditor, sets out the powers of the the external auditor the nature, scope and Axiom Telecom (LLC) 108.825 external auditor and ensures its absolute efficiency of the audit in accordance Eros Electronics 16.432 independence. It also stipulates the with IFRS; Due from shareholders 45.764 requirements that should be fulfilled by an d. Review any proposed appointment of external auditor, which are recommended the external auditor to provide services by the Board of Directors and approved at (other than audit services) to our company. Payments due to related parties the AGM. e. In appointing the external auditor, TECOM Investments Free Zone (LLC) 28.058 the Committee shall have regard to the EMAAR Properties 20.486 Our Annual General Meeting convened on following: 28 March 2012. The Board approved the re-engagement of KPMG as its auditor for • Our company must appoint one All related parties transactions in detail the fiscal year 2012 in return for a fee of or more external auditors for a TECOM office rental and miscellaneous services 64.832 AED 700,000. renewable period of one year by TECOM infrastructure development 35.146 the General Assembly who shall Axiom Telecom - accredited distributor - net sales 2.021.536 The only additional work undertaken by determine their remuneration; Eros Electronics - accredited distributor - net sales 395.053 KPMG’ audit practice, was the required • The Committee shall determine the Injazat Data Systems (LLC)-data centre rental and related services 11.13 provision of an audit opinion relating to willingness to act of potential auditors, EMAAR Properties 39.262 a financial transaction, later aborted, for and obtain proposals from them which they were paid a fee of AED 65,000. addressing the Committee’s selection No other external auditor was used in criteria; auditing the published financial statements • The Audit Committee, and as may of the Company. be deemed necessary by the Audit Committee, our company’s Chief Consistent with Article 36 on disclosure Financial Officer, and/or Head of Internal Control, will meet with and All transactions with related parties are reportable related party transactions. and transparency, all financial reports interview representatives of the carried out at commercial rates. Telecom The above table reflects the gross have been prepared in line with the IFRS candidate auditor firms; services to related parties are provided at value of transactions with related parties. standards issued by the International normal market value and are excluded from Accounting Standards Board to increase
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7. Internal Control
7.1 Internal Control System the Board of Directors; The Board ensures The Board of Directors is responsible - Review the weaknesses and that management to the shareholders for creating and shortcomings of the control system strikes an appropriate balance between delivering sustainable value through the and unexpected emergencies that promoting long-term have materially affected, or may management of our businesses. It should growth and delivering determine the objectives and policies materially affect, the performance of short-term objectives. of our company to deliver such value, the financial position of our company, providing overall strategic direction within and the procedures we follow to a framework of controls. The Board address material control issues; should ensure that management strikes an - Review our compliance with appropriate balance between promoting applicable laws and regulations; long-term growth and delivering short- - Review of our company’s policy on term objectives. whistleblowing. • Based on Ministerial Decision a. The role of the Board of Directors in No. 518/2009 Article 8, the Audit internal control Committee as delegated by the Board of Directors has carried out a review • The Board of Directors has an of our company’s financial and control overall responsibility for ensuring systems and risk management that Executive Management designs procedures. With the findings of the and implements an effective Internal review, the Committee asserts that Control system which provides the internal control system of the assurance of effective and efficient company is adequately designed operations, accurate financial and being implemented effectively to reporting and compliance with laws accomplish our company’s objectives. and regulations within Ministerial Decision No. 518/2009 on the b. Internal control system responsibilities Principles of Governance and Criteria of Corporate Discipline. Internal Control is broadly defined as a • The Audit Committee is delegated by process, effected by an entity’s Board of the Board of Directors to oversee Directors, management and all employees, the following: designed to provide reasonable assurance - Review systems of risk management regarding the achievement of objectives in and internal controls at least once the following categories: every year to ensure all the risks to achieving business objectives • Risk management: Ensure are mitigated by implementing identification of risks and controls for appropriate and effective controls; achievement of our objectives; -Review procedures followed by • Effectiveness and efficiency of our management in determining, operations: Addresses our basic • Our company’s auditor must • Selection of the external auditor shall evaluating and managing business objectives, including be registered in the Register of be based on competence, reputation significant risks; adherence to performance standards Accountants and Auditors in and expertise. - The changes since the last review and the safeguarding of resources; accordance with the provisions of on the nature and extent of major • Reliability of financial reports: Ensures Federal Law No. 9 of 1975 If the Board of Directors does not agree risks and our ability to respond to that reliable financial statements regulating the accounting with the Committee’s recommendations on changes of operations and external and other financial information are and auditing professionals; the election, appointment, resignation or environment; presented to the Board, shareholders • The external auditor must be dismissal of the external auditor, the Board - The scope and nature of ongoing and Executive Management; independent and must not be a of Directors shall include in our company’s control activities over risks, internal • Compliance with applicable laws partner or an agent of one of our Corporate Governance Report a statement control systems and external auditor’s and regulations: Covers laws and company’s founder members or a articulating such recommendations operations; the Board of Directors regulations which our company member of the Board of Directors or and the reason(s) behind the Board of shall review the Audit Committee is subject to in order to avoid any any of their relatives up to the Directors’ disapproval. Report of results of Internal Control damage to reputation or fourth degree; activities. The frequency of reporting fines/penalties. of control activities will be reviewed by
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as COSO and ISO, and in consultation with Management, Sector of Corporate Affairs. The internal control system aims to and has more than fourteen years’ local and international risk management This gives the department a new level of establish, document, maintain and act financial experience in accounting, experts. The existing framework is independence and the ability to deliver consistently with the principles of the internal auditing and banking. He consistent with the general policies consistency of risk awareness throughout internal auditing policy. The system was appointed as Director in the adopted by our company to identify, all corporate affairs and corporate policies, should apply across all departments, Dubai Government’s Department of assess, handle and report risks to the strategies, and programmes. with our company integrating the system Financial Control in 1998, where he relevant parties. with its standard activities of corporate remained until 2007. The Chief Executive Officer is responsible governance and risk management. Using this framework, the Risk for reviewing the efficiency of all d. How internal control management Management Department handles and risk management processes and for c. Internal control management process addresses a serious issue: assesses risk on a regular basis. The submitting a subsequent report to the department discusses our company’s Audit Committee. • Ensure that the control procedures • The department oversees risk status with the Chief Executive Officer are appropriately designed and four divisions: and the Executive Management team on a 7.3 Whistleblowing effectively applied as per our - Internal Audit (Operational and regular basis in order to identify the best Our “Corporate Governance Manual” company’s annual plan, reviewed by Financial audits); approaches for addressing any potential includes a whistleblowing policy, which the Audit Committee and approved by - Information Systems Audits; areas of risk. sets clear and reliable procedures for the Board of Directors. - Forensic; and employees to disclose any wrong-doing or • Produce reports for submission - Compliance. We are currently implementing new malpractice of which they become aware. Our whistleblowing to management and the Audit • The department investigates risk management procedures and policy sets clear and reliable procedures Committee on the efficiency and serious issues through each of practices that are designed to boost the Compliance with this policy is supervised for employees to effectiveness of the applicable internal the four divisions according to department’s performance and efficiency by the Internal Control Department, which disclose any wrong- control systems. The reports should the nature of the issue, providing in addressing risks. The Risk Management is also responsible for creating a suitable doing of which they include any relevant suggestions the Executive Management and Department is now affiliated to General environment for pursuing this policy. become aware. and recommendations for improving Audit Committee with effective the control systems. However, the recommendations for solving each department is not responsible for issue. The implementation of these the development or maintenance recommendations should be regularly of internal control systems, which followed up and a subsequent report falls under the responsibility of the should be submitted to the authorised relevant department. Audit Committee. • Appoint a compliance officer with clear and independent responsibilities 7.2 Management of Corporate Risks to monitor compliance with laws, We believe that strategic effectiveness legislations and internal procedures. as well as the policies and practices The Compliance Control Department of corporate risk management are supervises our activities and ensures an essential requirement across all its consistency with UAE law and departments. We are committed to all other internal and external ensuring that our risk management regulations. It may also modify and systems are in line with the latest update the procedures included in the international standards. compliance control system in order to ensure that we continue to meet the The Corporate Risks Department sets highest applicable standards. frameworks and methodologies that • Provide reasonable assurance to enable us to maintain our assets and the Audit Committee as delegated properties, whilst protecting the interests by the Board of Directors regarding of shareholders and clients. We are also achievement of our objectives. committed to abiding by all applicable laws • Internal Control Management is and regulations related to our commercial headed by Amer Al Gergawi a UAE and operational scope of operation. National who took office as the Senior Vice President of internal control in A comprehensive risk management mid-2007. He is a Board Member framework has been established, based on of the Internal Auditors Association global risk management standards, such
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8. Disclosure and communication with shareholders 9. General
9.1 Our Share Price Performance in 2012
Date High Low Closing price
31 January 2012 2.95 2.82 2.95 28 February 2012 3.17 2.95 3.17 31 March 2012 3.25 3.03 3.18 30 April 2012 3.63 2.96 3.16 31 May 2012 3.17 2.98 2.99 6 June 2012 3.09 2.97 3.04 31 July 2012 3.23 3.05 3.23 31 August 2012 3.57 3.21 3.41 30 September 2012 3.52 3.40 3.52 31 October 2012 3.79 3.50 3.70 30 November 2012 3.90 3.70 3.82 31 December 2012 3.88 3.42 3.49
9.2 Our Share Price Performance in Comparison with the Market in 2012
Date Financial market Our share
31 January 2012 1,405.61 2.95 28 February 2012 1,698.22 3.17 31 March 2012 1,683.18 3.18 30 April 2012 1,639.44 3.16 31 May 2012 1,470.61 2.99 30 June 2012 1,452.18 3.04 31 July 2012 1,537.89 3.23 31 August 2012 1,555.66 3.41 30 September 2012 1,569.50 3.52 31 October 2012 1,622.35 3.70 30 November 2012 1,588.77 3.82 31 December 2012 1,629.07 3.49
We are committed to We are dedicated to keeping our our obligations under various rules and providing accurate, shareholders fully informed of regulations relating to disclosure which timely information developments and important information apply to it (SCA “Disclosure Rules”). and fair disclosure of affecting our company. We endeavour to corporate information. ensure that all shareholders have access to Each Board Member discloses to the information about our company’s business Securities and Commodities Authority and that they have the opportunity to (ESCA) details of the shares they own in meet, and hold positive discussions our company and the positions they have with, the Board of Directors during the occupied since the start of the calendar company’s Annual General Meeting. year. The Board of Directors notifies the financial market and official authorities of We are committed to providing accurate, all relevant and material information that timely information and fair disclosure of may affect the share price when disclosed corporate information in accordance with to shareholders.
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10. Our contribution to sustainability and community engagement
9.3 Share Ownership on 31 December 2012 Our approach to sustainability and Any advances in operational efficiency community engagement continues to have been made with business focus on measurable social, economic sustainability and responsibility in mind. Investor/ and environmental impacts. In 2012 we Our investments in infrastructure have shareholder Customer category Number of investors Total shares worked hard to improve the wellbeing of been made on a platform of environmental our people, provide greater transparency awareness, with new reporting United Arab Governmental 2 6,233,550 and fairer pricing for our customers, measures monitoring our environmental Emirates Banks 6 15,850,486 increase our contribution to community performance. Corporate 031 3,984,545,808 and society, and implement lower carbon Individuals 104,162 516,149,604 emission solutions. Our product diversification has focused not only on meeting the needs of our GCC Governmental - - Our brand message, ‘add life to life’ enterprise and high-value segments but countries Commercial - - captures our shared sense of responsibility also on those members of our community Individuals 208 16,056,090 for the role of sustainable development in on the very lowest incomes. our business. It means that our roadmap Arabs Governmental - - to sustainable growth is through integrity, What it comes down to is this: with profit Commercial - - transparency and behaving responsibly in comes responsibility. Individuals 774 22,077,601 all that we do.
Other Governmental - - nationalities Commercial - - Individuals 668 10,433,863 Our people
Key areas of focus • Emiratisation • Training and development • Safety and wellbeing • Supply chain • Employee engagement • Diversity • Business integrity • Recruitment and retention
9.4 Key Milestones in 2012 f. Our company is 39.5% owned by a. Appointing and re-electing Emirates Investment Authority, 20.08 per Board Members cent by Mubadala Development Company, b. Distributing cash earnings of 15 fils 19.5 per cent by Emirates Communications We aim to build a sustainable workforce In 2012 we doubled the number of Emirati per share & Technology Company LLC and the that is happy, rewarded and empowered. staff in our Fujairah-based UAE National c. Applying royalties of 5 per cent of remaining stake by public shareholders Call Centre and we are delighted that 146 revenues and 17.5 per cent of net profit for g. No material offences were made during We believe that job satisfaction and Emiratis have successfully graduated the fiscal year ending 31 December 2012 the fiscal year ending on 31 December employee engagement are enhanced from our 18-month Masar Graduate d. Replacing a Board Member who 2012, and no violation was made to the by enabling our people to reach their full Trainee programme. These and other represents the UAE Government Ministerial Resolution No. 518/2009 potential. To this end, we support our initiatives in our National Development e. With the exception of founding concerning Governance Regulations employees with their career development programme have helped us to achieve our shareholders (the UAE Government, and the Criteria of Corporate by providing world-class training platforms Emiratisation target of 31% for the year, up Emirates Communications and Technology Discipline standards. across our organisation. from 28% in 2011. Furthermore, Emiratis Company and Mubadala Development h. Our company’s listing on the Dubai now make up 41% of our senior executives. Company) no shareholder owns more than Financial Market was moved to Our goal is to be the ‘employer of choice’ 5 per cent of our company’s shares category one. for the most talented UAE Nationals.
32 General Our contribution to sustainability and community engagement 33 du corporate governance report 2012 du corporate governance report 2012
Our community
Our four pillars • Entrepreneurship • Social development • Education Our customers • Heritage and culture
Key focus areas • Customer satisfaction • Privacy and security We continue to strengthen our community Dubai. We strengthened our partnership • Customer protection involvement partnerships and we are with business incubator, Shelter and in • Customised offers for special categories in the community proud that during 2012 we were able to November the winner of the first season (customising offers, meeting special needs) combine flagship campaigns with a focus of our reality television business show in • Responsible marketing on national culture and heritage. Our support of new business start-ups, ‘The • Innovative offerings community projects included a nation- Entrepreneur’ was announced. During wide campaign during the Holy Month of the year we also extended our support Ramadan that encouraged a community to the Global Entrepreneurship Summit, spirit towards the less privileged within Entrepreneurial Ventures of Arabia our community. Our Ramadan campaign (GES-EVA). We were the first telecommunications credit and it comes loaded with AED 10 so Tailoring services to successfully raised more than AED 10.3 company to customise a subscription the user can make the first call as soon as meet the needs of the million towards the renovation of 50 Under the umbrella of our 41st National package for Emiratis. The Elite plan the line is activated. We understand the different socio-economic homes for Emirati orphans. We continued Day campaign, created as a tribute to the not only includes more local calls and importance of being able to stay in touch groups within the UAE is a key strategic focus. our efforts towards strengthening the phenomenal achievements of the UAE, data, every month we donate 5% of the with family members and we are pleased love of the Arabic language in children, our Social Media Awards ceremony was monthly fee to support a community need that this new package offers an affordable a programme carried out in association attended by HH Sheikh Abdullah bin Zayed within the UAE. The first payment was way for low income workers away from with Kalimat children books publishers. Al Nahyan and included a forum to discuss in the form of a contribution towards the home to stay in touch with their Our collaboration with Zayed University the sustainable impact of social media housing renovation for a number of Emirati loved ones. by opening the first du multimedia lab channels. orphans. It was released during Ramadan. on campus, demonstrates our ongoing We take our role as an enabler of access support of education through practical, We remain committed to community Tailoring services to meet the needs of the to information very seriously. We work vocation-oriented learning for students action as a force for good and in 2012 different socio-economic groups within the hard to provide a safety net for the in the UAE. we launched an initiative that enabled UAE is a key strategic focus. In partnership young and vulnerable in society, with a communities to work with environment with the Permanent Committee of Labour particular focus on threats from cyber- Promoting Entrepreneurship within agencies to make our country a cleaner Affairs in Dubai we launched ‘Alo’, a Pay bullying, access to social networking the UAE remains a primary objective place to live. We participated in the Dubai As You Go mobile service tailored for the and protecting privacy. We are in regular for us and we were delighted to receive Municipality’s Desert Clean-up campaign, expatriate labour workforce in the UAE. contact with the National Media Council recognition as ‘Best Supporting Partner enabling du volunteers to lend a helping The line has no joining fee, renewal costs or and we receive approval on all new content for SMEs’ this year, receiving an award hand by picking up litter in the desert annual fees. Its cost is covered in monthly activities through the Telecommunications from HH Sheikh Hamdan bin Mohammed near Al Warqa. instalments debited from the available Regulatory Authority. Bin Rashid Al Maktoum, Crown Prince of
34 Our contribution to sustainability and community engagement Our contribution to sustainability and community engagement 35 du corporate governance report 2012
Our environment
Key focus areas • Natural resources and energy management • Waste management and recycling • Environmental benefits of communication technology
We chart our sustainability progress on natural resources by making purchasing a Scorecard, enabling us to constantly decisions based on both environmental review our progress. We have now and economic factors. The policy also integrated energy management into covers requirements on hazardous waste this Scorecard, a move supported by management and we have improved our our recent commitment to install hybrid reporting on waste management, giving power and smart energy management our stakeholders access to information on controllers at 137 of our base transceiver our environmental progress. We have also stations. In 2012, we reduced our average revised our supply chain requirements to annual diesel fuel consumption by 1 million oblige employees of all our suppliers to litres and subsequent CO2 emissions by comply with UAE regulations on health, more than 11% on the previous year. Sites safety and environment. running on electricity are now 6% more efficient than in 2011. Furthermore, our du Further information on our approach to Retail Shop was awarded the Fujairah corporate governance is available online at: City Centre 2012 “LEED® Green www.du.ae/en/about/corporate-governance Building Certification”.
We were pleased to announce the launch of our new Environmental Procurement Policy during the year, the goal of which is Ahmad Bin Byat to promote more efficient use of Chairman
36 Our contribution to sustainability and community engagement du corporate governance report 2012