2014

Corporate governance report

Emirates Integrated Telecommunication Company PJSC P.O. Box 502666 , Tel: + 971 (4) 360 0000 Email: [email protected] ‘Printed on Scheufelen FSC Code: March 2015 FSC- C009951 – 170 and 400 g/m2’ Corporate governance report 201٤III Corporate governance report 2014

Table of contents

An overview 04

Board of Directors 06

Share dealing 18

Executive management 20

Related party transactions 24

External auditor 25

Internal control 28

Disclosure and communication with shareholders 31

General information 32

Our contribution to sustainability and community engagement 35

DISCLAIMER: The English version is a translation of the original in Arabic for information purposes only. In case of a discrepancy, the Arabic original will prevail.

Table of contents 03 Corporate governance report 2014 Corporate governance report 2014

1. An overview

1.1 An introduction Our Board also plays an important role in For example, Our ‘Boardpad’ internal portal Since inception, we have continuously and dynamic manner for the benefit of all revealing the yearly financial results to all for Directors was launched at the beginning ensured the application of a multitude of shareholders and stakeholders concerned. shareholders through hosting the Annual of 2013 and feedback so far has been governance rules across the business. By The governance controls to which we are General Assembly. Our Board members are very positive. This tool has improved the incorporating a broad spectrum of elements committed include the following: contactable through their addresses on the accessibility and timelines of information such as internal control, enterprise risk website and available to answer questions to our Board and its Committees, including • Efficient management (the main management, the social responsibility for and queries received from shareholders, key corporate documents, minutes of responsibilities of the company’s sustainability and preserve shareholders’ investors and stakeholders as part of our previous meetings, calendars, agendas, management) rights, we have established one of the transparency objectives. and new releases. • Effective management (to provide leading corporate governance policies in the decision-makers with the needed Middle East region. Due to the nature of our business, we 1.3 Our corporate governance model information and to discuss the provided thrive on finding new, innovative ways of The effectiveness of our governance model recommendations before taking any Our corporate governance manual was doing things so that we can implement relies on the distribution of duties and decision) established on the basis of the model technologies that benefit our customers and responsibilities amongst shareholders, • Regulatory management (the company agreed and adopted during our first Board provide our employees with a productive management, and Directors, including the must set the objectives to be achieved meeting in 2006. It has continuously and simple work environment. Governance Board of Directors and Committees as and determine the necessary actions evolved ever since. activities are included in this section. illustrated in the chart below: to be taken)

To ensure that we regularly update As per provision (7) of article (12) of our approach, in 2014, we conducted Ministerial Decision No.518/2009, we a full and comprehensive review of all created systems to communicate with our Governance systems, taking into shareholders and investors. Our Chief consideration the regulatory modifications Regulatory�Bodies Auditors Financial Officer is responsible for delivery concerning the related party transactions. Telecommunications�Regulatory�Authority,� State�Audit�Institution�and� of the investor relations function and we Securities�and�Commodities�Authority External�Auditor have made efforts to ensure the investor External Our manual meets all relevant UAE relations section on our website is available legislation components for corporate in both Arabic and English languages. We Infograph Page 4 governance and the Commercial also endeavor to continuously update the Companies Law, and follows international IR website to ensure we are in line and up to Internal best practice. Our governance compliance Shareholders date with best practice. and corporate discipline standards have also been affirmed by the Securities and Reports Appoints Our executive management, headed by Commodities Authority (SCA). We have our CEO, strive to provide accurate and exceeded the national requirements in relevant financial overviews that truly Board�of�Directors many areas, for example, our inaugural evaluate the company’s performance. Sustainability Report was published in They do this through delivery of Reports Appoints October 2011, and followed best practice Appoints Appoints presentations directly related to the annual Internal� Audit� Investment� Nomination�&� Company� examples and methodology. We were Remuneration and quarterly financial statements. Control Committee Committee Committee Reports�to Secretary one of the first in the region to issue such Reports�to� Chairman�of� the�Audit� the�Board a report and as a result, we won many Committee� The CEO is responsible for explaining Reports Appoints awards both locally and internationally for the company’s current financial status our efforts. to key financial analysts who monitor CEO the company’s performance. Financial The governance controls we have in place overview documents providing highlights Reports Appoints are fully integrated into the company’s and analysis from management published operational activities and applied by on our website immediately after the Management all levels of the company, the Board of DFM posts the announcement, as per Directors and all employees. Our manual regulatory requirements. Our published is a comprehensive document that financial presentations are delivered to addresses specific issues, actions and key analysts, investors and media on a disciplines, related to areas of compliance, quarterly basis to provide each of these disclosure and control. It outlines all of our key stakeholders with the opportunity to governance controls, ensuring that discuss the results and request answers to our company is managed in an effective corresponding questions.

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2. Board of Directors

Chairman Our Board of Directors dedicates all of its efforts and Ahmad Bin Byat (non-executive member) experience to the advancement of the company’s Ahmad Bin Byat is the founding a member of the Board at performance, in line with shareholder and key partner chairman of our company. He Mohammed Bin Rashid School aspirations. These aspirations translate in to decisions First appointment is one of the most prominent of Government, Vice Chairman of 2006 business leaders in UAE and he Zayed University, Chairman of the that are closely monitored by the Board, so as to ensure holds a number of high-ranking Supreme Committee of Dubai’s Representing sustainability and added value for all stakeholders. Emirates Communication directorial positions across Smart City project and Director and Technology Company LLC some of our most prestigious General of Dubai Technology We have continued to develop our governance frameworks to organizations. and Media Free Zone Authority (DTMFZA). ensure that members of the Board of Directors can effectively His educational background, perform their tasks and responsibilities, address key issues, leadership qualities and Bin Byat previously held the roles motivate and facilitate their valuable contributions. As ever, technology skills have made him of Executive Chairman of TECOM in 2014, the Board was assisted by various Committees a highly resourceful and inspiring Investments; a Member of the corporate leader and have enabled Board of the Supreme Committee tasked with specific duties and responsibilities. Each du to create sustained growth for ICT and Chairman of the Dubai Committee reported its results and recommendations to the since inception. Real Estate Corporation. Board of Directors to ensure accountability and transparency. He is currently Chief Executive He holds a degree in IT We have continued to evaluate our own performance to Officer of , management from USA. ensure that we provide all the requirements of the decision- making and to improve the company’s performance and activate its financial position Vice Chairman Ahmad Bin Byat Abdulhamid Saeed (non-executive, independent member) Chairman Abdulhamid Saeed is the He is also a Board Member of Managing Director and Board Sky News Arabia and Managing First appointment Member of First Gulf Bank. He Director of Reem Investments. 2009 2.1 Structure also holds key positions in several According to our corporate governance Company LLC and Mubadala Representing governmental organisations, He holds a bachelor degree Development Company have the right manual, all members of our Board Emirates Investment Authority including as a Board Member in Business Administration to jointly appoint eight members of the are non-executives, a provision that is of the Abu Dhabi Stock from Arizona, USA. Board, with two members to be elected consistent with Ministerial Decision Exchange, Emirates Investment by public shareholders. No. 518/2009. Authority (EIA) and Mubadala Development Company. Under the Memorandum of Association, The Board consists of eight non-executive the UAE Government, Emirates and independent members and two non- Communication and Technologies executive members: Waleed Board Member Al Muhairi (non-executive, independent member)

Waleed Al Muhairi is Deputy Group Prior to joining Mubadala, Waleed CEO at Mubadala Development worked with the UAE Offsets First appointment Company and Chief Executive Program Bureau as a Senior 2006 Officer of the organisation’s Project Manager and previously Representing Emerging Sectors Department, worked with McKinsey & Company Mubadala Development with oversight of Mubadala’s as a commercial and governmental Company healthcare, real estate and consultant. infrastructure, and capital investment portfolios, as well He holds a Master degree in Public as the Enterprise Technology & Policy from Harvard University Services unit. and a Bachelor degree in Foreign Service from George Town University.

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Board Member Saeed Rashid Board Member Fadhel Al Ali (non-executive, independent member) Al Yateem (non-executive, independent member)

Fadhel Al Ali is Chief Operating Al Ali graduated from the Saeed Al Yateem is the Assistant He is also a Board Member for the Officer at Dubai Holding, a leading University of South California, Undersecretary of Budget and Gulf Investment Cooperation. First appointment investment conglomerate with USA, with a BSc in Industry First appointment Revenue Affairs at the UAE 2009 operations in 24 countries. Sciences and Engineering 2006 Ministry of Finance, where he Yateem holds a Bachelor degree Systems, and is a holder of a supervises the UAE Federal in Political Sciences from UAE Representing Representing Emirates Communication and He is also currently acting as the Certificate of Finance (CFA Level 1), Emirates Investment Authority Government’s budgeting University Technologies Company LLC Chairman of Dubai International from the American University of processes and performance and Capital and a Board Member of Sharjah. public revenues. Jumeirah Group, Dubai Financial Services Authority and Emaar.

Mohammed Board Member Board Member Ziad Galadari (non-executive, independent member) Al Suwaidi (non-executive, independent member)

Ziad Galadari is the Founder and Galadari is a member of the Mohammed Al Suwaidi is the Al Suwaidi is a board Chairman of Galadari Advocates & International Bar Association, Executive Director of Asset member of a number of UAE First appointment Legal Consultants and Chairman the Chartered Institute of First appointment Management at the Emirates companies including Zayed 2007 2012 of Galadari Investments Group. Arbitrators and is on the Tribunal Investment Authority. Higher Organization for Humanitarian Care & Special Representing He is also the Chairman of the Panel of the Dubai Technology Representing Public shareholders Higher Committee for Dubai’s and Media Free Zone. Emirates Investment Authority Prior to this role, he spent ten Needs, Arab Insurance Group International Arabian Horse years as Executive Director (ARIG) and Abu Dhabi Marina Championship, a Member of the He Holds a Bachelor degree in Officer of the Treasury Real Estate Investment. Board at the Emirates Equestrian Law from UAE University. Department at Abu Dhabi’s Federation, Chairman of Jebel Investment Authority (ADIA). He holds a Bachelor degree in Ali Racecourse Council, and is Accounting from UAE University. a member of the Dubai World Trade Center and Dana Gas.

Hana Board Member Board Member Abdulla Al Shamsi (non-executive, independent member) Al Rostamani (non-executive, independent member)

Abdulla Al Shamsi is the Chairman and prior to that, he was head of Hana Al Rostamani is currently Bank, Chairman of Dubai First and of Dubai Properties Group and one of Commercial Bank of Dubai’s Senior Executive Vice President- Vice Chairman of the Emirates First appointment a member of the Board at Dubai branches, from 1982-1990. First appointment Head of Consumer Banking Institution for Banking and 2013 2007 Islamic Bank. at First Gulf Bank, the leading Financial Studies. Representing He holds a bachelor degree of Representing financial institution in the UAE, Public shareholders Previously, he worked as General science- Business and Public Emirates Investment Authority where she is mandated with She holds a Master’s Degree in Manager of the United Arab administration from New York defining the bank’s strategic Information Management and Shipping Agency for 24 years, University- USA. direction in various fields. a Bachelor degree in Business Administration from George She is the Chairman of Aseel Washington University, USA. Finance, a subsidiary of First Gulf

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2.3 Board Committees Our Board of Directors maintains three Committees are given limited authorities Committees to review specific governance designed to enhance the effectiveness of Board Member issues; The Audit Committee, the the Board and to accelerate the speed of Masood Mahmood (non-executive, independent member) Investment Committee and the Nomination issuing decisions. and Remuneration Committee. Masood Mahmood was appointed and management of its ICT assets. The Committees are also responsible for CEO of Yahsat in June 2013 having Mahmood has also held the role of In addition to the minimum requirements ensuring that they adhere to the relevant First appointment served as the organisation’s Vice President of Dubai Investment 2013 imposed by the Ministerial Decree No. governance requirements stipulated by Deputy CEO. He serves as Group and a Project Manager in 518 of 2009 on controls and governance the regulator. Each committee comprises Chairman of Star Satellite The Executive Office of HH Sheikh Representing standards of institutional discipline, the a Chairman and three or more Board Mubadala Development Company Communications Company. Mohamad bin Rashid Al Maktoum. Members, and holds at least four meetings

annually. Prior to his current position, He holds a Bachelor degree in he worked as Vice President at Computer Systems Engineering 1. The Audit Committee Mubadala’s Information and from Boston University, Communications Technology Unit Massachusetts and an MBA in where he was in charge of the Finance from McGill University, The Audit Committee monitors our company’s financial statements, organisation’s corporate strategy Montreal, Canada. recommends changes to our company’s financial and control systems, recommends the appointment of auditors, and maintain 2.2 Board of Directors and Committees meeting Any related party transactions or conflicts of interest are an appropriate relationship with our company’s external auditors. Board of Directors and its Committees’ meetings are held declared at the beginning of each meeting, recorded in the upon a written notice from the Chairman or a written minutes of the meeting and approved by the members The Committee also oversees the Internal Control and Risk request from at least two members of the Board or present, making sure that the member relevant to that Management department and plays a key role in ensuring the Committees. The notice and agenda are sent a week resolution is excused from voting. company’s compliance to legal and regulatory requirements, and before the set date at the very least. least to allow time overseeing its accounting practices. for preparation. Detail of the issues discussed and In the financial year ending on December 31, 2014, eight corresponding decisions made are recorded in the Board of Directors meetings have been held, eight Ziad Galadari minutes, taking into consideration members’ views Audit Committee meetings, and four Nomination and Chairman of Audit Committee and reservations. Remuneration Committee meetings, and nine Investment Committee meetings have been held. The Audit Committee members are Fadel Al Ali, Abdulla Al Shamsi, Mohammed Al Suwaidi, and Saeed Timeline of Board of Directors meetings Al Yateem. Paragraph 3.1 describes the details of the financial expertise of the Committee members

No. of Meeting Date The duties of the Audit Committee Directors and executive management on are summed up as follows: clarifications and core issues raised in Provide recommendations on contracts the letter Board of Directors meeting no. 1 17 February 2014 • with external auditor and monitor their • Review and monitor the company’s Board of Directors meeting no. 2 3 March 2014 independence and objectivity financial applications, internal control, • Review and report to the Board on and risk management activities. Board of Directors meeting no. 3 30 April 2014 the annual financial statements, and • Review company’s Share Dealing Policy accounting policy and practices • Review Related Party Transactions Board of Directors meeting no. 4 3 June 2014 • Review and report to the Board of policy. Directors regarding the effectiveness • Ensure coordination between internal Board of Directors meeting no. 5 23 July 2014 of internal control management, and and external auditor Board of Directors meeting no. 6 22 September 2014 review and validate the annual plan of • Follow up on any other matters internal control delegated by the Board of Directors for Board of Directors meeting no. 7 27 October 2014 • Review the external auditor letter and the Audit Committee. corresponding action plan, assuring Board of Directors meeting no. 8 17 December 2014 the timely response of the Board of

Please note that the following actions were taken into account regarding resolutions circulated in writing in 2014: • Approval by majority of members that the situation calls for the issuance of the resolution as an emergency • Members receive the resolution in writing, accompanied by all documents necessary to review, • The resolution must be approved by the majority, and; • The resolution is forwarded to the next meeting of the Board of Directors to be documented in the minutes of the meeting

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Authority of Audit Committee The duties of the Nomination and The Director shall provide clarification The Committee is authorised by the Board on any matter within its terms of reference. Remuneration Committee to the Board on the matter of his/her of Directors to examine any activity within The Committee is authorised to seek any • Review the independence status of independence within fifteen days from the its terms of reference and is authorised to information it requires from any employee Board members date of the notification. have unrestricted access to our company’s or Director, and all employees and • Set and review the remuneration policy external auditor and to obtain, at the Directors will be directed to cooperate with for the Board of Directors and executive A Director’s loss of independence does company’s expense, professional advice any request made by the Committee. management not impact our company’s satisfaction of • Identify the company’s level of the requirement for a minimum number of competencies required at the executive independent Directors on the Board of our Timeline of Audit Committee meetings management level company. • Organise and oversee the procedures for nominations to the Board of Without prejudice to the provisions of No. of Meeting Date Directors; Article (102) of the Commercial Companies • Prepare and review HR policies. Law, if a decision taken by the Board Audit Committee meeting no. 1 7 February 2014 which holds that a Director is no longer If the Committee discovers that the independent and therefore this impacts on Audit Committee meeting no. 2 16 February 2014 condition of independence is not fulfilled by the requirements for a minimum number any Director who claims to be independent, of independent directors, the Board shall Audit Committee meeting no. 3 20 April 2014 it shall refer the matter to the Board of appoint a new independent Director to Directors, who in turn shall notify the replace such Director,. The Director subject Audit Committee meeting no. 4 27 April 2014 affected Director, by a letter to be sent by to this appointment shall stand for registered mail to the Director’s registered re-election at the earliest General Audit Committee meeting no. 5 3 June 2014 address recorded in our company’s Assembly. files. This letter will detail the apparent Audit Committee meeting no. 6 23 July 2014 reasons for his/her lack of independence.

Audit Committee meeting no. 7 21 September 2014 Timeline of Nomination and Remuneration Committee meetings

Audit Committee meeting no. 8 16 December 2014 No. of Meeting Date

The Nomination and Remuneration Committee 2. The Nomination and Remuneration Committee February 17, 2014 Meeting No. 1 Our role at the Nomination and Remuneration Commitee is The Nomination and Remuneration Committee April 30, 2014 to set the policy for remuneration of executive management, Meeting No. 2

determine targets for performance related pay and determine The Nomination and Remuneration Committee September 22, 2014 the total individual package of each Director (if any); including Meeting No. 3 salary, bonuses and incentive schemes. The Committee is The Nomination and Remuneration Committee December 11, 2014 also in charge of the preparation and review of HR policies in Meeting No. 4 accordance with relevant laws and regulations. The Commitee also oversees the Board membership nomination procedure.

Abdulhamid Saeed Chairman of the Nomination and Remuneration Committee

Committee members are Fadhel Al Ali, Saeed Al Yateem, Ziad Galadari, and Masood Mahmood

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Timeline of Investment Committee meetings:

No. of Meeting Date

Investment Committe meeting no. 1 February 12, 2014

Investment Committe meeting no. 2 March 3, 2014

Investment Committe meeting no. 3 April 21, 2014

Investment Committe meeting no. 4 June 23, 2014

Investment Committe meeting no. 5 July 6, 2014

Investment Committe meeting no. 6 September 21, 2014

Investment Committe meeting no. 7 October 27, 2014

Investment Committe meeting no. 8 November 25, 2014

Investment Committe meeting no. 9 December 14, 2014

2.4 Board Members’ meeting attendance: The Investment Committee

The role of the Investment Committee is to review and approve our BOD Meetings AC Meetings NRC Meetings IC Meetings company’s investments strategy relation to core and non-core business in BOD members accordance with the approved financial authority matrix. This Committee 8 meetings 8 meetings 4 meetings 9 meetings also reviews both our short term and long term strategies and raise recommendations with the Board of Directors relating to the company’s Ahmed Bin Byat C 8 * 5

annual budget. It also reviews all of our investments to ensure a profit is Abdulhamid Saeed * 7 C 4 made to deliver solid returns for our shareholders. Hana Al Rostomani * 7 * 9 Waleed Al Muhairi * 7 C 7 Waleed Al Muhairi Chairman of Investment Committee Fadhel Al Ali * 8 * 8 * 4

The Investment Committee members are Ahmad Bin Byat, Mohamed Al Suwaidi, Hana Al Rostamani Ziad Galadari * 8 C 8 * 4 and Masood M. Sharif Mahmood. Abdulla Al Shamsi * 8 * 8

In particular, the Investment Committee If the investment does AED 100 million, Saeed Al Yateem * 8 * 8 * 4 examines all proposals related to financial the Committee is required to submit its and strategic investment opportunities, recommendations to the Board to seek Mohamed Al Suwaidi * 8 8 * 9 provided that the investment does not their approval in relation with strategies Masood Mahmood * 8 * 3 * 9 exceed AED 100 million. and annual budget of the company in accordance with the financial framework approved by the Board. C = Chairman * = Member

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2.5 General Assembly meetings: company’s accounts for 2014 and determine To assist in determining the appropriate 2.9 Evaluation of the performance of the The Ordinary Annual General Meeting for our the fees remuneration policy, Mercer Global Consulting was Board of Directors and Committees company was convened on 25 March 2014 at our • Approve the appointment of Masood Mahmood engaged to conduct a study covering extensive For 2014, the Board continued its practice of headquarters in . The agenda as member in Board of Directors instead of structural issues and levels of rewards. Our Board conducting self-evaluations of the performance, included: Jassem Al Zaabi members are compensated with an annual retainer, composition and practices of the Board and its • Review and approval of the Board of Directors’  Committee Chairman membership fee and meeting Committees, together with their integration with key report for the fiscal year ended on 31 December On 25 August 2014, we hosted a further General attendance fees. management, control and governance functions. 2013. Meeting at which the following agenda was Each year the questionnaires are enhanced to • Review and approval of Auditor’s report for the discussed: 2.7 Delegation of management reflect advancements in the governance framework fiscal year ended on 31 December 2013 • Approve the distribution of cash semi- The Board’s primary focus is to support and advise and key events in the Company or its operating • Review the company’s balance sheet and profit annual dividends of AED 0.12 per share to the Executive Management on the delivery of our environment, whilst retaining sufficient consistency and loss the fiscal year ending shareholders for first half of the financial year company’s strategy within a clear and transparent to actively measure improvements against prior 31 December 2013 2014 governance framework. evaluation results. Similarly to 2012 and 2013, the • Approve the distribution of cash to dividends annual evaluation for 2014 was facilitated by an of AED AED 0.19 per share for shareholders for 2.6 Directors’ remuneration Responsibilities held by the Board of Directors external governance advisory firm, providing an the half fiscal year ended on 31 December 2013 The proposal for Board Members’ remuneration In line with Article 11 of the Ministerial Decree No. independent and unbiased questionnaire design • Discharge and release the Board of Directors is submitted to the Board of Directors by the (518) for the year 2009 of the Code of Corporate and analysis. The Board has actively incorporated and the auditors from liability for the fiscal year Nomination and Remuneration Committee. Governance (delegation of management), the Board the results and feedback from the evaluations into ended on 31 December 2013. Following the Board’s approval, the proposal is has agreed the Schedule of Matters reserved for their development programme and the corporate • Approve the Board of Directors’ remuneration. referred to the shareholders at the Annual General the Board and its committees, as set out below. objectives for 2015. • The appointment of the auditors of the Meeting where it is voted on. Our Board is responsible for carrying out these 2.10 Company Secretariat of the Board of functions but may delegate to a Board committee Directors: Directors remuneration details for the financial year ended 31 December 2014 (in the Terms of Reference of the relevant The Company Secretariat of the Board of Directors committee) or to Executive Management in writing. unit comprises of three employees, all UAE Board Position Committee Annual No. of Board Committee No. of Committee Total Nationals. The unit is not restrained by dual roles member position retainer Board meeting fees Committee attendance (AED) The responsibilities retained by the Board: that would create a potential conflict of interest meetings fees meetings fees • Review and approve the strategy and the annual or the time or resources. Instead, the unit delivers attended attended budget of the company independent advice to the Board of Directors and • The Board memberships management of the company. Ahmad Chairman 1,500,000 8 - - 5 - 1,500,000 • bin Byat Total salaries and bonuses of the executive management The Company Secretariat follows the developments Abdulhamid Deputy NRC • Structure and capital in corporate governance and non-financial 500,000 7 147,000 140,000 4 84,000 871,000 Saeed Chairman Chairman • Financial reporting and controls disclosures in collaboration with SCA. It also reports • Internal controls directly to the Chairman of the Board and the Waleed Board IC Chairman 350,000 7 147,000 140,000 7 147,00 784,000 • Contracts and expenditure (those which Board, with a commitment to also inform the Board Al Muhairi member are beyond the powers of the executive to the HR manager and administrative affairs. The Company Secretariat continually updates their skills AC Chairman management) in accordance with the applicable Ziad Board & NRC 350,000 8 168,000 210,000 12 252,000 980,000 policy and knowledge by participating in formal training Galadari member member • Corporate governance matters programs in corporate governance conducted by • Other policies external parties. Board NRC & AC Fadhel Al Ali 350,000 8 168,000 140,000 12 252,000 910,000 Member member 2.8 Workshops for Board of Directors: The office of the Secretariat of the Board of Saeed Board NRC & AC During 2014, we conducted two strategy Directors is located in a safe place in order to 350,000 8 168,000 140,000 12 252,000 910,000 Al Yateem Member member workshops for our Board Members. The first control access and to ensure the security and workshop, held on 12 January 2014, highlighted confidentiality of all documents. Mohammed Board IC & AC 350,000 8 168,000 140,000 17 357,000 1,015,000 the role of Board of Directors in light of governance Al Suwaidi Member member controls system and the disclosure system as per One of the key members of the Secretariat has guidance from the Securities and Commodities since been recognised for her efforts in governance. Abdulla Board AC member 350,000 8 168,000 70,000 8 186,000 756,000 Al Shamsi Member Authority. Ms. Hanan Ahmad, Company Secretary for du was appointed to the Editorial Board of the ‘Journal of Hana Al Board Governance” in 2013, compiled by the Hawkamah IC member 350,000 7 147,000 70,000 9 189,000 765,000 The second workshop was conducted on 3 Rostamani Member November 2014 and presented an overview by the Institute of Corporate Governance, due to her executive management team regarding the latest role in strengthening the governance systems in Masood Board NRC & IC 350,000 8 168,000 140,000 12 252,000 910,000 developments in the global telecommunications place at du. The Editorial Board is responsible for Mahmood Member member sector. The workshop also discussed the long-term supporting the development of regular, high-quality strategy of the company to move forward towards information to all practitioners of governance at du. a bright future. 1,449,000 1,953,000 9,392,000 ١،١٩٠،٠٠٠ Total 4,800,000

In 2014, the AGM approved a remuneration total of AED 8,858 million to be distributed among all Board Members, based on the approved policy on fees for 2013. The Board will propose remuneration of AED 9,392 million to be distributed among all Board Members as fees for 2014, based on the approved policy.

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3. Share dealing

Our share dealing policy ensures that our 3.2 Trading restrictions Directors, executive management and A closed period is the 15-day period other employees (including permanent preceding the announcement of yearly, employees, contractors and trainees) half-yearly and quarterly financial results are fully informed on the restrictions, until the official disclosure of audited processes and impacts of share dealing financial statements to the Financial Market by persons who may be in possession of and to the SCA. unpublished price-sensitive information. During closed periods, Directors, executive 3.1 Share dealing policy management and other employees are The share dealing policy applies to all not allowed to deal, directly or through individuals working for us or any of our others, in shares of our company (or of any subsidiaries, at all levels and grades, of its subsidiary or affiliated companies) including members of the Board of irrespective of whether or not they are in Directors, executive management, senior possession of unpublished price-sensitive managers, and other employees. This also information. applies to all those who have access to critical information related to share price Directors and executive management must (due to a contractual relation or personal disclose to the Company Secretary of their relation with any employee). shareholding in our company annually. The Audit Committee is responsible for Examples of unpublished price-sensitive reviewing this policy at least annually and information are as follows: shall report to the rest of the Board • Annual and interim financial results on its activities under this policy. • Information about our company’s forecasts and trading prospects All proposed dealings in the company’s • Dividends the Directors propose shares must be submitted to Company to declare and any changes to the Secretary. The applicant is also required dividend policy to confirm that he/she does not have any • Expansion plans, including entrance into sensitive information unpublished relating new markets or the introduction of new to the share price, and a date to establish a technology period of deal must be stipulated. Once the Strategic alliances or any proposed • trade has been completed, a notification Dealings of Board Members and their immediate relatives in our shares in 2014: mergers or acquisitions must be sent to Company Secretary. • Corporate restructuring programmes Members of senior executive management • Significant changes in the nature of our and employees are prohibited in dealing company’s business shares of the company until receiving Member Kinship Total shares sold Total share purchased • Disposal of any shares of our company confirmation of authorisation to proceed. by a significant shareholder • Changes to the Board of Directors’ Ziad Galadari Wife – 21,538 structure or members of the executive management • News concerning our company’s No other members of the Board or their immediate relatives traded in our shares in 2014. services, such as regulatory approvals or licensing deals • A potential dispute which may result in significant litigation

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4. Executive management

Our executive management oversee the Alongside the CEO, the executive day to day dealings of our company. It is management is also responsible for headed by the Chief Executive Officer, who is overseeing planning and investment responsible for the overall operations of the recommendations, application of strategies, company, and strategic development that policies and internal control frameworks. results in value for our shareholders. Below are biographies for our executive management team.

Osman Sultan Chief Executive Officer

Osman Sultan was named Chief influential leaders and is credited Executive Officer of du in January with leading one of the region’s 2006, and has played a major role most vibrant success stories. in creating a telecommunications company that has transformed Osman joined the the UAE’s industry monopoly. telecommunications industry in 1983, and has held leadership Under Osman’s dynamic positions in some of the world’s leadership, du has become one leading telecommunications of the region’s leading telecoms companies, including the Egyptian companies, with a market share of Company for Mobile Services nearly 50% in mobile subscribers. (MobiNil) which he founded in Osman is one of the industry’s 1998 and served as its CEO and most widely-recognised and Managing Director for eight years.

Farid Faraidooni Chief Operations Officer

Farid was appointed Chief our Chief Commercial Officer, Operations Officer in 2013, and where he was responsible for is responsible for executing and marketing, sales, brand, customer implementing our operational care, international carrier relations and strategic directives set by the and business development Board of Directors. functions. A UAE national, Farid is a Director on the Board for Prior to his current role, Farid was Khazna Data Centers.

Fahad Al Hassawi Chief Commercial Officer

Fahad was appointed Chief strategy, government relations, Commercial Officer in 2013, special projects and customer stepping up from his role as our experience, as well as driving our Chief Human Resources & Shared overall commercial strategy. Services Officer, a position he held since 2006. Fahad is responsible Fahad was previously Vice for our consumer sales and President of Human Resources marketing, enterprise business, for Emirates Airline, where brand and communications, he established and executed business development, the group’s national career commercial planning and development strategy. 20 Executive management Executive management 21 Corporate governance report 2014 Corporate governance report 2014

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: Amer Kazim Chief Financial Officer

Amer was named Chief Financial Amer has held senior finance Officer in December 2013, and roles for over 18 years, and prior Date of Total salaries and Total bonuses Position is responsible for overseeing all to his current role, he was the appointment allowances paid in 2014 (AED) paid in 2014 (AED) areas of our financial operations, Senior Vice President of Group including raising capital, financial Services at Dubai Airports, where Chief Executive Officer 1 January 2006 4,585,980.00 8,108,598.00 strategy and providing both he played a leading role in shaping operational and programmatic the organisation’s long-term support to the organisation, business strategy. Amer also Chief Operations Officer 1 January 2006 2,010,300.00 1,768,894.00 and is also Head of our previously spent eight years Investor Relations. with Emirates Airline where he Chief Commercial Officer 23 April 2006 1,998,024.00 1,982,097.00 held various positions including Senior Vice President of Finance. Chief Financial Officer 1 December 2014 2,004,00.00 1,761,150.00

Chief Human Resources and 1 June 2014 1,838,290.32 1,749,323.00 Administration Officer

Chief Corporate Affairs Officer 1 January 2006 1,878,024.00 1,815,397.00

Chief Executive Officer Advisor 1 January 2006 1,773,101.00 1,457,373.00 Ananda Bose Chief Corporate Affairs Officer

Ananda is responsible for the operators, handling diverse Corporate Affairs department, areas including finance, strategy, which includes Corporate wholesale, regulatory affairs, Strategy, Business Planning, legal, corporate governance, Wholesale, International Carrier systems implementation Relations, Procurement, Corporate and project management. Programme Management, Legal, Regulatory Affairs, Risk Ananda has been working in the Management and External Affairs. telecoms industry since 2003, and prior to this he worked in global Ananda is a senior professional management consultancy firms with over 20 years’ experience including Arthur Anderson, Ernst working in consulting firms & Young and Coopers & Lybrand. and telecommunications

Ibrahim Nassir Chief Human Capital and Administration Officer

Ibrahim was appointed of Human Resources for Chief Human Capital and the UAE and Overseas at Administration Officer in Al Futtaim Automotive, where 2013, and is responsible for he managed the HR function managing our human resources for all 10 companies within function and implementing the automotive division, and best practices in training and was also the Executive Vice development, manpower planning President, Human Resources, and business excellence. Organisation Effectiveness and Corporate Services at Dubai Prior to his current role, Aluminium Company Limited Ibrahim worked as the Director

22 Executive management 23 Corporate governance report 2014 Corporate governance report 2014

5. Related party transactions 6. External auditor

6.1 Overview of external auditor should be fulfilled by an external auditor, as recommended Related party transactions are transactions these transactions to the Board in addition PricewaterhouseCoopers (PWC) is the one of the largest by the Board of Directors and approved at the AGM. involving any party of our company that has to its recommendation to accept or reject the legal auditing firms,with operations across over 154 After approval from the Board of Directors based on authority or influence over the operational and transaction. countries and with a distinctive presence in the Middle East committee recommendations, the Board and shareholders financial decision making. They can present for nearly 41 years. appointed PWC as its external auditor for the fiscal year potential or actual conflicts of interest for our The Board is then committed to review, accept 2014 for a fee of AED 1.050.000 company and may create the appearance or reject any transaction. Also, the executive Of note, PWC has been present in the UAE for over that business decisions are based on management is committed to keep the Audit 25 years and specialises in the field of legal audit and Consistent with Article 36 of Decision (3/R) of 2000 considerations other than the best interests of Committee up to date on any change of the business consulting services and taxes. Concerning the Regulations as to Disclosure and our company and its shareholders. There are transaction. Transparency, all financial reports of the fiscal year ending specific cases where related party transactions 6.2 Appointment of an external auditor 31 December 2014 have been prepared in line with the IFRS standards issued by the International Accounting can be considered in the best interest of the The Board and General Assembly must Our corporate governance manual stipulates our policy Standards Board to increase competitiveness in the company and its shareholders, and hence we approve any related party transactions on the appointment of an external auditor. The policy requires the appointment of an external auditor, sets out financial markets, attract foreign investment, and provide adopted our related party transactions policy which amounts to 10% of its assets value. the powers of the auditor in order to ensure its absolute liquidity to better support the economy. to provide a sound framework for the review Additionally, the related party cannot vote on independence. It also stipulates the requirements that and approval of these transactions. the decisions of both; the Board (if he/she is a member) and the general assembly (if he/she 5.1 Related party transactions policy is a shareholder). External auditor Service Value The related party transactions policy applies to all Directors, executive management and significant As a company, we avoid transactions with Consultancy - accounting structure for capital expenses 2,356,429 shareholders, and any persons or entities related related parties once a relationship is identified to them. Transactions with related parties are and disclosed. If no other party is capable of Consultancy - chapter in the task of system (Oracle) 29,597 based on terms and conditions approved by our providing the same service, then transactions company’s Board of Directors. with related parties are executed at commercial Consultancy - taxes 385,718 PWC At the beginning of each fiscal year, members prices, and telecommunication services Consultancy - Review Mechanism (procure to pay) 1,149,235 of the Board disclose their position in other provided at the market value. companies. The executive management Consultancy - organisational support services 456,530 provides recommendation to the Audit 5.2 Related party transactions in 2014 Committee, delegated by the Board, regarding When considering a deal with related parties, the Consultancy - Training (IFARS) 55,103 all related parties transactions proposed Chairman is required to notify the SCA with the by the executive management for the fiscal necessary information about the related party, and (Financial due diligence) Insurance 148,376 details of the transaction. He should also confirm year, along with the total value of these that the transactions with related parties are based transactions. The Audit Committee introduces E&Y Consultancy - bank settlements 263,530 on fair and reasonable terms and conditions. Audit Report for the Telecommunications Regulatory 376,534 Authority Description AED (in thousands) KPMG Consultancy - credit collection mechanism 190,876 Payments due from related parties Axiom Telecom (LLC) 234,650 TECOM Investments Free Zone (LLC) 831 Payment due from significant shareholders 230,994

Payments due to related parties There are no payments due to related parties.

Total value of the related party transactions TECOM Investments Free Zone (LLC)- office rental and 55,046 miscellaneous services TECOM Investments Free Zone (LLC) - infrastructure development 16,082 Axiom Telecom (LLC)- accredited distributor - net sales 3,163,197 ٧35,Injazat Data Systems (LLC)-data centre rental and related services 12

Investment in Associate (Khazna Data Center) 73,631

24 Related party transactions External auditor 25 Corporate governance report 2014 Corporate governance report 2014

6.3 Our relationship with the external auditor • Our company must appoint one or more external The Audit Committee supervises the policy of appointing auditors for a renewable period of one year by an external auditor, ensuring its absolute independence, and maintaining good relations. the General Assembly who shall determine their remuneration. Our interaction with our auditors is governed according to • Our company’s auditor must be registered in the the following Audit Committee responsibilities: Register of Accountants and Auditors in accordance • Adopt a policy for selecting and appointing the external with the provisions of Federal Law No. 9 of 1975 auditor, and present it to the Board of Directors regulating the accounting and auditing professionals • Provide theBoard of Directors with recommendations • The external auditor must be independent and must on the appointment, re- appointment or dismissal of not be a partner or an agent of one of our company’s the external auditor to be considered in the annual founder members or a member of the Board of meeting of the General Assembly. Directors or any of their relatives up to the fourth • Follow-up and continuously monitor the performance, degree in accordance with Articles (50 and 51) of the independence and objectivity of the external auditor and company system. discuss with the external auditor the nature, scope and • Selection of the external auditor shall be based on efficiency of the audit in accordance with IFRS, make competence, reputation and expertise. sure that there is no conflict of interests in the work of the external auditor If the Board of Directors does not agree with the • Review any proposed appointment of the external Committee’s recommendations on the election, auditor to provide services (other than audit services) appointment, resignation or dismissal of the external auditor, the Board of Directors shall include in our to our company. company’s Corporate Governance Report a statement • Maintain an appropriate relationship between the articulating such recommendations and the reason(s) internal and external auditors. behind the Board of Directors’ disapproval.

In appointing the external auditor, the Committee must adhere to the following:

26 External auditor 27 Corporate governance report 2014 Corporate governance report 2014

Board of Directors to oversee the following: • Compliance with applicable laws and - Review systems of risk management and regulations: This element covers laws and internal controls at least once every year to regulations which our company is subject to ensure that all risks to achieving business in order to avoid any damage to reputation or 7. Internal control objectives are mitigated by implementing fines/penalties appropriate and effective controls. The • The internal control system aims to establish, review process should include the financial document, maintain and act consistently statements controls, operations and risk management. with the principles of the internal auditing - Review procedures followed by our policy. The system should apply across all Amer Al Gergawi management in determining, evaluating and departments, with our company integrating managing significant risks the system with its standard activities of Internal Control Management is He has more than fourteen - The changes since the last review on the corporate governance and risk management. headed by Amer Al Gergawi, a UAE years’ financial experience in nature and extent of major risks and our National, who took office as the accounting, internal auditing ability to respond to changes of operations 3. Internal control management process Senior Vice President of internal and banking. He was and external environment control in mid- 2007. He was a appointed as Director in the • Ensure that the control procedures are - The scope and nature of ongoing control Board Member of the Internal Dubai Government’s Department appropriately designed and effectively applied activities over risks, internal control Auditors Association (2014-2011), of Financial Control in 1998, in accordance with our company’s annual systems and external auditor’s operations and a member of audit committee where he remained until 2007. plan, reviewed by the Audit Committee and - Review the weaknesses and shortcomings in Al Jalila Foundation. of the control system and unexpected approved by the Board of Directors. emergencies that have materially affected, • The Internal Control Department produces or may materially affect, the performance reports for submission to the management of the financial position of our company, and the Audit Committee on the efficiency Adnan Sajwani and the procedures we follow to address of the applicable internal control systems. material control issues; The reports should include any relevant Adnan Sajwani has been Adnan has more than thirteen - Review our compliance with applicable laws suggestions and recommendations for appointed as Compliance Officer years of practical experience. and regulations improving the control systems. However, and is responsible for the - Review of our company’s policy on the department is not responsible for the whistleblowing. completion of the annual work development or maintenance of internal plan to monitor compliance. control systems, which falls under the Based on Ministerial Decision No. 518/2009 Article(8), the Audit Committee carried out responsibility of the authorised relevant a review of our company’s control system, department. following delegation by the Board of Directors • Appointment of a compliance officer with clear 7.1 Internal control system and the Board approves the results of the review. and independent responsibilities to monitor The Board of Directors is responsible for Internal control includes identifying a clear The Committee asserts that the internal control compliance with laws, legislations and internal determining the objectives and policies of regulatory structure, recording polices and system of the company is adequately designed our company and providing overall strategic guidelines, and determining the authorities procedures. The Internal Control department and being implemented effectively to accomplish direction within a framework of controls. and mechanisms of controls performance supervises our activities and ensures its which were developed to monitor company›s our company’s objectives. consistency with UAE law and all other The Board ensures that management strikes operations effectively and ensure compliance internal and external regulations. It may also Internal control system responsibilities an appropriate balance between promoting with corporate governance law. 2. modify and update the procedures included long-term and short-term strategies, each Internal Control is broadly defined as a in the compliance control system in order to appropriately assessed against the risks 1. The role of the Board of Directors in process, designed to provide reasonable ensure that we continue to meet the highest and commercial objectives of the company. internal control assurance regarding the achievement of applicable standards. Efficient and effective control and reporting • The Board of Directors has an overall objectives in the following categories: • Provide reasonable assurance to the Audit structures must also be implemented to responsibility for ensuring effectiveness • Risk management: Ensure identification of Committee, as delegated by the Board of ensure proper oversight and escalation of of the Internal Control system risks and controls for achievement of our Directors, regarding achievement of the issues. • The Board of Directors is accountable objectives company’s objectives. Our company’s Board of Directors are for ensuring that executive management • Effectiveness and efficiency of operations: responsible for ensuring the efficiency of designs and implements an effective Addresses our basic business objectives, the Internal Control systems to protect our Internal Control system which provides including adherence to performance standards assets, save the correct financial statements assurance of effective and efficient and the safeguarding of resources and disclose any wrong-doing. operations, accurate financial reporting, • Reliability of financial reports: Ensures that and compliance with laws and regulations reliable financial statements and other financial The Board is committed to reviewing the within Ministerial Decision No. 2009/518. information are presented to the Board, Audit Committee’s report which is related to • The Audit Committee has delegated shareholders and Executive Management the Internal Control activities and its results. authority and responsibility from the

28 Internal Control Internal Control 29 Corporate governance report 2014 Corporate governance report 2014

4. How internal control management a comprehensive process is deployed to addresses a serious issue: identify, analyse, evaluate and treat risks. Internal control management achieves A systematic, structured and timely their tasks through the following five Corporate Risk Agenda is undertaken divisions: throughout the year the executive 8. Disclosure and communication • Financial Audit; management team to determine and • Operational Audit; evaluate the potential exposures facing with shareholders • Information Systems Audits our company. This ensures that risk • Violations; and management is closely aligned with • Compliance. the company’s strategic themes and objectives, reported to the Audit The Control department investigates Committee & Board of Directors, and serious issues through each of the ensuring that action plans are in place five divisions according to the nature to address the risks identified. of the issue, providing the executive management and Audit Committee The Corporate Risk Management with effective recommendations function is accountable to the and reporting on the follow up and Audit Committee and the Board of resolution for each issue. Directors for developing, maintaining and implementing the Corporate 7.2 Risk management Risk Management framework and We are committed to adopting, communicating the key risks and embedding and sustaining risk recommendations for improvement management as a core competency on a quarterly basis throughout the organisation. In doing so, we aim to enhance the performance 7.3 Whistleblowing policy of key activities, in an effort to protect Our corporate governance manual its assets and enrich the organisation’s includes a whistleblowing policy which ability to manage uncertainty, in sets clear and reliable procedures for achieving its key corporate objectives employees to disclose any wrong-doing and goals. or malpractice of which they become aware. We deploy a corporate wide approach to the management of risks. The risk Compliance with this policy is supervised management framework is aligned to ISO by the Internal Control Department, 31000:2009, the global standard for risk which is also responsible for creating management and the benchmark against a suitable environment for pursing which the effectiveness of our approach this policy and reporting to the Audit to risk is compared. Specifically, Committee.

We continue to publish all the explanatory material information that may affect the shae price information that relates to our developments and when disclosed to shareholders. The number of transactions of our company in order to ensure shares owned by our Board members and their the transparency of transactions and to reassure memberships in other copanies are disclosed to our investors. SCA at the start of each calendar year.

Based on the Decision No. (44) for the year Board of Directors and Executive Management are 2000 set out by the Emirates Securities and committed to devising open channels of effective Commodities Authority, we have designed and communication that allow clear and transparent implemented a full disclosure and communication exchange of information. By implementing a policy. wide range of avenues, from general assemblies, to maintenance of an open door policy, as a The Board of Directors notifies the financial company, we have ensured that transparency market and official authorities of all relevant and remains a core principle to all.

30 Internal Control Disclosure and communication with shareholders 31 Corporate governance report 2014 Corporate governance report 2014

9.3. The performance of the company’s shares compared to telecoms sector in the UAE:

Financial�market AED AED AED AED AED AED AED AED AED AED AED AED 2,402.17 2,455.78 2,407.45 2,319.14 2,303.31 2,220.59 2,305.68 2,317.92 2,308.32 2,266.22 2,204.85 2,152.80

Our�share AED�6.5 AED�6.11 AED�6.09 AED�5.97 AED�5.88 AED�5.39 AED�5.82 AED�5.87 AED�5.59 AED�5.38 AED�5.27 AED�5.04 9. General information

9.1. The performance of the company's shares in the market in 2014:

High AED�6.65 AED�6.57 AED�6.09 AED�6.18 AED�6.05 AED�5.86 AED�5.85 AED�5.87 AED�5.85 AED�5.64 AED�5.6 AED�5.28 Low AED�6.5 AED�6.1 AED�5.7 AED�5.91 AED�5.77 AED�5.1 AED�5.3 AED�5.73 AED�5.54 AED�5.3 AED�5 AED�3.97 Closing price AED� 6.5 AED�6.11 AED�6.09 AED�5.97 AED�5.88 AED�5.39 AED�5.82 AED�5.87 AED�5.59 AED�5.38 AED�5.27 AED�5.04

٧

٦ ٣١ ٣٠ ٣٠ ٣٠ ٣١ ٣١ ٣٠ ٢٩ ٣٠ ٣١ ٢٧ ٢٩ Jan Feb March April May June July Aug Sept Oct Nov Dec ٥

٣ 9.4. Public shareholders ownership 31/12/2014: ٢

Investor/Shareholder Type of customer Number of investors Percentage ١

G o v e r n m e n t 3 0.5842 ٠ Banks 8 0.2179 ٣١ ٣٠ ٣٠ ٣٠ ٣١ ٣١ ٣٠ ٢٩ ٣٠ ٣١ ٢٧ ٢٩ Jan Feb March April May June July Aug Sept Oct Nov Dec United Arab Emirates Corporate 111 85.1817

Individuals 99,291 12.8656

G o v e r n m e n t - - 9.2. The performance of the company’s shares compared to general market index in 2014 GCC countries Commercial - - Individuals 187 0.3375

Financial�market G o v e r n m e n t - - AED�3770.38 AED�4220.45 AED�4451 AED�5058.95 AED�5087.47 AED�3942.82 AED�4833.24 AED�5062.96 AED�5042.92 AED�4545.39 AED�4281.43 AED�3774

Our�share Arab Nationals Commercial - - AED�6.5 AED�6.11 AED�6.09 AED�5.97 AED�5.88 AED�5.39 AED�5.82 AED�5.87 AED�5.59 AED�5.38 AED�5.27 AED�5.04 Individuals 641 0.5897

G o v e r n m e n t - -

Other nationalities Commercial - -

Individuals 603 0.2228

9.5 Material events the company faced in 2014: 9.7 Our company is 39.5% owned by Emirates Investment • Consideration of the Board proposals on the Authority, 20.08% by Mubadala Development distribution of cash dividend of 19 fils per share for Company, 19.5% by Emirates Communications & the financial year ended on 31.12.2013 and 12 fils per Technology Company LLC and the remaining stake share for the first half of 2014. by public shareholders

.Replacing the external auditor for 2014 • ٣١ ٣٠ ٣٠ ٣٠ ٣١ ٣١ ٣٠ ٢٩ ٣٠ ٣١ ٢٧ ٢٩ Jan Feb March April May June July Aug Sept Oct Nov Dec 9.8 No material offence were made during the financial 9.6 Any shareholder should not exceed 5% of the shares year ended on 31 December 2014 and no violation of the company except for founding shareholders who was made to the Ministerial Resolution No. 518/2009 are the federal government, Emirates Communications concerning Governance Regulations and the Criteria for and Technology LLC and Mubadala Development Corporate Discipline standards. Company.

32 General information General information 33 Corporate governance report 2014 Corporate governance report 2014

Violations commited by du over the fiscal year ending in 31 December 2013 against other regulatory bodies were as follows: 10. Our contribution to sustainability

Regulatory and community engagement Violation Date Violation details Corrective measures body

Noticing indiscretions in the sales All mobile SIMs that have not been committed of mobile phone SIMs depending The TRA will notify du in such to regulatory policy of the TRA have been on the measures taken by the organisational policy on the” private cases of selling mobile SIMs disconnected. TRA 10-02-2014 registration requirements for mobile without the verification of the There has been several plans on how to further We continue to build on our sustainability deliver health education. We also engaged phones” proper supporting documents upgrade the process of selling and registering commitments and enhance our contribution with the UAE’s residents on wellness through TRA/TDA/14/103 mobilve phone SIMs to make it more efficient to UAE’s development in smarter and more social media, competitions and large scale Noticing any indiscretions in The commission has noted that effective ways. public activations. the sales of mobile phone SIMs the prohibition is not related depending on the measures taken Separation of all mobile phones segments is by the organizational policy on the TRA 10-02-2014 to previous figures violation in committed to the regulatory policy of TRA 10.1 Our community A key community-focused achievement was “private registration requirements accordance with the regulatory for mobile phones” policy of the TRA 2014 has been a year of immense learning the launch of our corporate volunteering TRA/TDA/14/104 and achievements. We continued to engage programme allowing staff members one The commission has estimated with various segments of UAE’s society day off to volunteer in community activities Disconnecting all mobile SIMs that are not a fine of 400,000 dirhams in committed to the regulatory policy of the through a range of initiatives focusing on of their choice. Our colleagues, community such cases of selling mobile Resolution No.3 for this year TRA. There will be serious measures taken TRA 20-02-2014 SIMs without abiding by the health, education, environmental preservation members and business partners volunteered against the sales that are not committed to the TRA/DG/ TDA/87842014 obligations of the regulatory and much more. over 2,500 hours towards various social and company’s organisational policy. A warning will policy for TRA’s registration be addressed to these ports. environmental projects. requirements on mobile phones Our Ramadan project, ‘30 Days of Sharing’

Noticing any kind of indiscretions Disconnect all mobile phone SIMs that are not was one of the year’s feature projects, which As part of our commitment to preserve in the sales of mobile phone SIMs committed to regulatory policy of the TRA as The TRA will notify du in such encouraged the UAE to come together and the traditions of the UAE and spread depending on the measures taken well as issuing out a warning to all the outlets by the organisational policy on the cases of selling mobile SIMs TRA 18-03-2014 responsible for the breach of the regulatory policy make a difference to those less fortunate. awareness of Emirati customs, we released “private registration requirements without the verification of the for mobile phones of the body. The company will also retrain all its Under this umbrella, our Mawaed Al Rahman several communication campaigns in 2014 proper supporting documents employees so they are all properly aware of the initiative meant that, supported by our partner to engage with the local community. These TRA/TDA/14/200 right process of selling and activating mobile SIMs the Khalifa Foundation, and our Emirati campaigns supported key events such as Disconnect all mobile phone SIMs that are plan revenues, we were able to support 36 Hag El Laila, Flag Day and National Day. Each Noticing any kind of indiscretions committed to regulatory policy of the TRA as in the sales of mobile phone SIMs underprivileged Emirati women to build their campaign received significant appreciation and depending on the measures taken The TRA will notify du in such well as a warning to all the outlets responsible by the organizational policy on the cases of selling mobile SIMs for the breach of the regulatory policy of the entrepreneurial skills in the catering industry. engagement from our customers and viewers. TRA 13-04-2014 “private registration requirements without the verification of the body. The company will also go through a The women were able to prepare thousands For example, our National Day video “Narzif” for mobile phones” proper supporting documents comprehensive review of the entire policy of iftar meals for free distribution across a was added to AdWeek›s list of top 10 branded TRA/TDA/14/253 relating to the sale and activation of all mobile SIMs to ensure they properly work. number of mosques. Assessment of the videos with over 5.5 million views on YouTube. project using an international framework The TRA has notified du of 3 violation cases to the TRA’s highlighted that for every AED 1 invested, Our people Noticing any kind of indiscretions RRMC Policy and Directive 7 of Notifying du’s commission in cases of selling a societal benefit of AED 2 was secured, Providing an excellent working environment for in the sales of mobile phone SIMs depending on the measures taken 2013 -Electronic Registration as mobile SIMs that are against the policy of the thus reaffirming the value added by the all, and offering first-rate career opportunities by the organizational policy on the the following: regulatory body. Such as, the lack of verification TRA 26-11-2014 “private registration requirements • No verification of the copy of of supporting documents and by not abiding project. It was the first time we have used to Emirati youth remain a priority for us. for mobile phones” the identification document by No. 7 in the policy of activating the mobile such a framework to assess our community We experienced an increase in the level of TRA/TDA/14/705 against the original document phone SIM electronically. engagement investments. Emiratisation in our workforce – currently at • Manual registration and activation of Mobile SIM cards 35.4%. Our executive management (grade Last year also saw a big boost for ‘Every 17 and above) team is made up of 27.69% Disconnection of 1 smoke General The errors have been set in the fire alarm Step Counts’, our wellness initiative for our Emiratis and of our 1606 full-time staff Notice of violation number detector in Jumeirah center Administration of 04-08-2014 system during the inspection of the Civil (097605) retail shop , the detector was not staff, customers, suppliers, business partners members, almost 30% comprise women. Defense Apartment. Civil Defense- Dubai reading on mall fire panel. and community members. Following our iOS version, in 2014 we also developed and In 2014, we were the only telecommunications Al Qusais Warehouse (WH-72 The errors have been set in the alarm system General launched our wellness app on the Android company of 36 global companies to be Notice of violation number & 73): Fire alarm control panel during the inspection of the Civil Defense Administration of 24-09-2014 (152558) indicating faults during civil apartment. This is one of the company’s selling platform. We also successfully concluded recognised at the Gallup Great Workplace Civil Defense- Dubai defense inspections. points. our partnership with UNICEF, Ministry of Awards. This award recognised our key Education, Ministry of Health and SEHA that workplace initiatives such as employee saw the production of a training manual for wellness, training & career planning school nurses and activity coordinators to framework, innovative ideas and more.

34 General information Our contribution to sustainability and community engagement 35 Corporate governance report 2014

During the year, we were also able to increase Our environment employee engagement and reduce grievances Following the launch of our green retail through improved communication skills and shop in Fujairah, in 2014, our Mirdif City developing team leaders’ skills to manage Centre signature shop, our second largest, employee performance. was awarded a LEED Platinum certification, making it the UAE’s greenest telecom Our customers retail outlet. With an emphasis on enriching customer experience, we were able to bring to market We shifted 41 of our base transceiver a number of products and services that set stations (250 in all) to hybrid sources us apart, and makes us a telecom operator of of energy, including solar, to reduce our choice for millions of our individual consumers future fossil fuel consumption and energy- and enterprise customers. related risks. We also updated our Health, Safety and Environment policy to include Our key areas of focus in 2014 were; our commitment to climate change which simplification of product portfolio, channel includes an increased focus on monitoring revamp, enrichment of data offers, dedicated and evaluation of energy consumption and service managers to enhance enterprise dedicated green procurement measures to accounts’ service, strengthening our managed reduce our carbon footprint. services capabilities, improving the customer supply chain management continues to build experience and the continuous progression of upon our commitment to the UN Global our positioning in the high-end segments. Compact principles of labour rights, human rights, anti-corruption and the environment. Our business roadshows focused on helping SME’s and entrepreneurs meet their telecoms For more information on our sustainability requirements. We also held drives in ‘smart’ commitment and performance throughout services, improved our entertainment 2014, please read our most recent platforms, developed more robust privacy and sustainability report available at security measures, and rolled out a number of du.ae/about-us/sustainability-report. payment plans tailored to customer demand. These initiatives helped us win a number of awards and accolades, a key one being the best CEM Brand award and Customer Experience Champion of the Year at the Telecoms Middle East Summit. Ahmad Bin Byat Chairman

36 Our contribution to sustainability and community engagement