Corporate governance report 2013 du corporate governance report 2013 du corporate governance report 2013
Contents
An overview 04
Board of directors 06
Share dealing 18
Executive management 20
Related party transactions 25
External auditor 26
Internal control 28
Disclosure and communication with shareholders 32
General 33
Our contribution to sustainability and community engagement 35
Table of contents 03 du corporate governance report 2013 du corporate governance report 2013
1. An overview
We are proud to receive 1.1 Introduction Our corporate governance initiatives 1.3 Our governance model acknowledgement from We pride ourselves on our corporate continue to be benchmarked against good The effectiveness of our governance regulatory bodies due to governance system, which meets all practices in the local and international model relies on the distribution of being fully compliant with relevant UAE legislation on corporate environment and we continue to duties and responsibilities amongst governance standards. governance and the Commercial provide information to stakeholders in shareholders, management, and Companies Law follows international a transparent and accountable method Directors, including the Board of Directors corporate governance best practices. Our through our website and other channels. and Committees as illustrated in the compliance with Ministerial Resolution We communicate a wide range of chart below: No. 518 of 2009 Concerning Governance information regarding our Board and Rules and Corporate Discipline Standards governance practices, including the annual was affirmed by the Securities and report, policies, and corporate structures Commodities Authority (SCA) – the together with other data relevant for the regulatory body for governance investment decisions of the shareholders application by UAE Listed Companies on and to enhance the knowledge of our 30 December 2013. stakeholders. Regulatory�Bodies Auditors Our governance systems are described Our Board Portal has improved the Telecommunications�Regulatory�Authority,� State�Audit�Institution�and� Securities�and�Commodities�Authority External�Auditor within a comprehensive “Corporate accessibility and timelines of information to External Governance Manual” which is approved by our Board and its Committees, including the Board of Directors and updated at least key corporate documents, minutes, annually for governance and economic calendars and supporting information, developments. which has a clear and direct impact on Internal Shareholders decision making and corporate monitoring. This manual is supported and Our “Corporate Governance Manual” Reports Appoints supplemented by a range of corporate contains policies and rules that govern the policies and manuals which further following corporate activities to ensure the determine the ethical, operational and highest standards of business integrity. Board�of�Directors controlling standards and practices to which all Directors, management and Our “Corporate Governance Manual” Reports Appoints agents of du commit. contains policies and rules that govern the Appoints Appoints Internal� Audit� Investment� Nomination�&� Company� following corporate activities to ensure the Remuneration Control Committee Committee Committee Reports�to Secretary 1.2 Our governance system highest standards of business integrity. Reports�to� Chairman�of� the�Audit� Infograph Page 4the�Board Committee� Our governance system is designed to Reports Appoints comply with Ministerial Resolution No. 2009/518 due to the company’s listing CEO on the Dubai Financial Market under
the regulation of SCA. The Corporate Reports Appoints Governance Manual establishes the set of rules and criteria for internal governance Management which moderate the segregation of roles between the Board and management, the roles of the individual Board members (including Board’s Chairman) and Chief Executive Officer and the supervision of our company’s internal controls and disclosure to stakeholders.
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at Dubai Technology and Media Free Zone Date of First Appointment / Election Authority. 2. Board of directors 2006 Board Position Bin Byat has also held a number of other senior Chairman roles. These include stints as Executive Chairman Membership of Committees of TECOM Investments; Chairman of Dubai Real Our Board of Directors dedicates all of its 2.1 Structure Investment Committee Estate Corporation (DREC); Secretary General of efforts and experience to the advancement According to our “Corporate Governance Ahmad Bin Byat Representing the Dubai Executive Council; President of Dubai of the company’s performance, in line with Manual”, all members of our Board Chairman Emirates Communications and Government Excellence Programme; Chairman (non-executive Technology Company of the Dubai Education Council; Member of shareholder and key partner aspirations. are non-executive, a provision that is member) the Board of Trustees for Zayed University; Those aspirations translate in to decisions consistent with Ministerial Decision No. Academic Qualifications MA, Information Technology and Business Chairman of the Board of Directors at The that are closely monitored by the Board, 518/2009. Administration, USA Consulting Office; and Member of the Board so as to ensure sustainability and added- of Thuraya Telecommunications Company. value for all stakeholders. Under the Memorandum of Association, Additionally, he is a former Member of the the UAE Government, Emirates Supreme Committee for the Supervision of the Ahmad Bin Byat is the Founding Chairman of Communication and Technologies Telecommunication Sector in the UAE and the We have continued to our company. He is one of the most prominent Dubai Supreme Fiscal Committee. develop the governance Company LLC and Mubadala Development corporate leaders in Dubai. He holds a number Company have the right to jointly appoint of high-ranking directorial positions, and plays His educational background, leadership frameworks so as to ensure eight members of the Board, with two an instrumental role in leading key economic qualities and technology skills have made him members to be elected by initiatives designed to drive forward Dubai’s that members of the Board a highly resourceful and inspiring corporate public shareholders. knowledge-based economy. He is currently Chief of Directors can effectively leader. Charisma and motivational skills have Executive Officer of Dubai Holding, perform their tasks and helped him build high-performing teams, The Board consists of eight non-executive create partnerships, and nurture long-term Member of the Board of Trustees at Dubai responsibilities, address key and independent members and two non- relationships. School of Government and Director General issues, motivate and facilitate executive members as detailed below: their valuable contributions. The Board was assisted by various Committees Abdulhamid Saeed is Chief Executive Officer and Date of First Appointment / Election Board Member of First Gulf Bank. tasked with specific duties 2009 He also holds key positions in several and responsibilities. Board Position Vice chairman governmental organisations, including Board Each Committee Member of the Dubai Stock Exchange, Emirates Membership of Committees reported its results and Audit Committee Investment Authority (EIA) and Mubadala Development Company. He is also a Board Representing recommendations to the Abdulhamid Saeed Member of Sky News Arabia and the Managing Emirates Investment Authority Board of Directors to Vice Chairman Director and Board Member of First Gulf Bank. (non-executive, Academic Qualifications He also serves as Managing Director of Reem ensure accountability independent member) BSc, Business, Administration, Arizona, USA Investments. and transparency.
Ahmad Bin Byat Chairman
Waleed Al Muhairi is Chief Operating Officer Date of First Appointment / Election of Mubadala Development Company. 2006 As Mubadala’s Chief Operating Officer, Waleed Board Position Board Member oversees the company’s investment portfolio and is responsible for its strategic, operational Membership of Committees Nomination and Remuneration Committee and business development activities. )Chairman( Waleed Al Muhairi Waleed is also Chairman of the Board of Board Member Representing Directors of Yahsat, Mubadala Infrastructure (non-executive, Mubadala independent member) Partners, the Advanced Technology Investment Academic Qualifications Company (ATIC), Cleveland Clinic Abu Dhabi MA Harvard University, USA BSc in Foreign and Tabreed. He is Vice Chairman of Piaggio Service, Georgetown University, USA Aero Industries and is a Director of Al Maabar, GLOBALFOUNDRIES and the Abu Dhabi Future Energy Company (Masdar). He is also a Member of the Board of Trustees of Cleveland Clinic.
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Fadhel Al Ali is Chief Executive Officer of Saeed Al Yateem is assistant undersecretary Date of First Appointment / Election Operations at Dubai Holding. He is currently Date of First Appointment / Election of Budget and Revenue Affairs at the UAE 2009 acting as the Chairman of Dubai International 2006 Ministry of Finance. He supervises UAE Capital and Board Member of Jumeirah Group, Federal Government budgeting processes and Board Position Board Position Board Member Dubai Financial Services Authority and Emaar. Board Member performance and UAE Federal Government public revenues. Membership of Committees Membership of Committees Audit Committee, Investment Committee Al Ali has a substantial experience in financial Audit Committee, Nomination and affairs due to his long experience at Citibank Remuneration Committee Representing Fadhel Al Ali prior to moving to Dubai Holding. Saeed Rashed Al Yateem Board Member Emirates Communications and Board Member Representing (non-executive member) Technology Company (non-executive, Emirates Investment Authority He graduated from the University of South independent member) Academic Qualifications California, USA, with a BSc in Industry Sciences Academic Qualifications BSc, Industry Sciences and Engineering, Systems BSc, Political Science, United Arab Emirates and Engineering Systems, and is a holder of University, Al Ain a Certificate of Finance (CFA Level 1), from the American University of Sharjah.
Ziad Galadari is Founder and Chairman of Mohamed Al Suwaidi is Executive Director Date of First Appointment / Election Galadari Brothers Company LLC and has been Date of First Appointment / Election of Asset Management, Emirates Investment 2007 practicing law, providing legal consultancy and 2012 Authority (EIA). He is also Chief Executive Officer arbitration services, since 1983. He is Chairman Board Position of Treasury Management at the Abu Dhabi Board Position Board Member of Galadari Investment Offices and a Member of Board Member Investment Authority (EIA). He has worked as a the Board of Directors of the Dubai World Trade Membership of Committees Board Member for many UAE companies and is Membership of Committees Audit Committee (Chairman) Centre and Dana Gas. Investment Committee currently a Board Member of the Zayed Higher Representing Organisation for Humanitarian Care and Special Ziad Galadari Representing General Mohamed Seif Al Suwaidi Needs. Board Member Board Member Emirates Investment Authority (non-executive, Academic Qualifications (non-executive, Academic Qualifications independent member) BSc, Law, United Arab Emirates University, Al Ain independent member) BSc, General Administration and Business (Accounting), United Arab Emirates University, Al Ain
Abdulla Al Shamsi is General Manager of United Al Rostamani’s expertise extends over 15 years Date of First Appointment / Election Arab Shipping Agencies Co. (Emirates) and Vice Date of First Appointment / Election across dynamic business sectors such as 2007 President of Dubai Shipping Agents Association. 2013 banking and financial services. She is currently He serves as Chairman of Dubai Properties Director of Strategic Planning at First Gulf Bank, Board Position Board Position Board Member Group (Member of Dubai Holding) as well as Board Member the leading financial institution in the UAE, where Chairman of Middle East Container Repair Co. she is mandated to define the bank’s strategic Membership of Committees Membership of Committees Nomination and Remuneration Committee (LLC). Investment Committee direction in various fields. Representing Representing Abdulla Al Shamsi Hana Al Rostamani She has a Master’s Degree in Information General Emirates Investment Authority Board Member Board Member Management from George Washington (non-executive, (non-executive, Academic Qualifications Academic Qualifications University, USA, and a Diploma in financial independent member) independent member) BSc, General Administration and Business Master’s Degree in Information Management from card management from the Visa International (Finance & Business), New York University George Washington University, USA Association, UK. Diploma in financial card management from the Visa International Association, UK Since 2012, Al Rostamani has been Chairman of Aseel Finance, a subsidiary of First Gulf Bank, and is also Chairman of Dubai First.
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Massoud was appointed as Yahsat’s CEO Date of First Appointment / Election 2013 in June 2013, where he plays a key role in supporting the deployment of its operations in Board Position both the commercial and government sectors, Board Member particularly the Yah Click service, for reliable Membership of Committees internet connection via satellite, across 28 - countries in the Middle East, Africa and Central- 2.2 Board Committees Committee Duties Masood M. Sharif Representing and South-West Asia. Our Board of Directors maintains three • Consider and make recommendations Mahmood Mubadala committees to assist in discharging its to the Board, to be put to Board Member Academic Qualifications oversight responsibilities. Each committee shareholders for approval at (non-executive, MBA, specialising in Finance, from McGill independent member) comprises a Chairman and three or more the Annual General Meeting, in University, Montreal, Canada relation to the appointment of our Computer Systems Engineering Certificate from Board Members, and holds at least four Boston University, USA meetings annually. company’s external auditors; follow up and continuously monitor the The Audit Committee: performance, independence and objectivity of the external auditor; • Monitor and review the integrity of the The principal role of financial statements of our company the Audit Committee is to and the yearly, half-yearly and Al Khoori is the Undersecretary of the UAE Ministry of Finance. In this capacity, he is monitor our company’s quarterly reports; Date of First Appointment / Election • 2009 – 2013 responsible for the implementation of the new financial statements, to Review our company’s financial and Zero-Based Budget. control systems, risk management Board Position Vice Chairman from March 2009 - May 2013 renew and recommend and internal control procedures; Since his appointment at the Ministry of Finance • Review our company’s Share Dealing Membership of Committees changes to our company’s Investment Committee in 2007, Al Khoori has led various initiatives financial and control systems, Policy; including the restructuring of the budget • Review and brief the Board of Representing Younis Al Khoori process. to appoint auditors, and Board Member Emirates Investment Authority Directors on financial and accounting (non-executive, to maintain an appropriate policies and procedures; Academic Qualifications Prior to that, Al Khoori was the IT Director at the independent member) • Monitor, review and inform the Board BSc, Computer Engineering Sciences, Boston Department of Finance in Abu Dhabi. He also relationship with our University, USA worked as a Senior Engineer with ADNOC. of Directors of the effectiveness MA of Engineering Management Sciences, company’s external auditors. Al Khoori sits on the Board of Directors of of our company’s Internal Control Northeastern University, USA The Committee also oversees major UAE companies such as The Central Bank Department; review and approve the of the UAE, the General Pensions and Social the Internal Control and Risk annual internal audit plan; Security Authority (GPSSA) and the Abu Dhabi Management department. • Ensure compliance with the policy Investment Council. Additionally, the Audit on the appointment of an external auditor; Committee plays a key role • Any other duties as may be assigned in ensuring the company’s to the Committee by the Board for consideration. Jassem Al Zaabi is the Executive Director of compliance to legal and Mubadala Information & Communications Date of First Appointment / Election regulatory requirements, and Authority 2006 – 2013 Technology. overseeing its accounting The Committee is authorised by the Board Board Position of Directors to examine any activity within Board Member from 2006 - December 2013 Before joining the Company, Jassem worked for practices. Thuraya Satellite Communications Company as a its terms of reference and is authorised to Membership of Committees have unrestricted access to our company’s Investment Committee (Chairman) business development area manager in the GCC Ziad Galadari region and Egypt. Board Positions: Chairman Chairman of Audit Committee external auditor and to obtain, at our Representing Jassem Al Zaabi of Injazat Data Systems; Board Member of company’s expense, professional advice Board Member Mubadala Emerging Markets & Telecommunication The Audit Committee members are Fadhel on any matter within its terms of reference. (non-executive, Academic Qualifications Services (EMTS), Abu Dhabi Ship Building, Abu Al Ali, Abdulhamid Saeed and Saeed Al The Committee is authorised to seek any independent member) MBA from London Business School, UK Dhabi Ports Company PJSC and Advanced Yateem. information it requires from any employee Technology Investment Company (ATIC). or Director, and all employees and Directors will be directed to cooperate with any request made by the Committee.
On 3rd June 2013, UAE Federal Government, represented by the Emirates Investment Authority (EIA), appointed Hana Al Rostamani as its fourth representative on our Board of Directors after Younis Al Khoori stepped down as a Board Member and on 10th December 2013, Mubadala Development Company appointed Masood Mahmood following the resignation of Jassem Al Zaabi.
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Timeline of Audit Committee meetings The Nomination and Remuneration Committee members are Abdulla Al Shamsi and Saeed Al Yateem.
Committee duties No.�of�Meeting Date • Review the independence status of Board members; AC�1 17�February�2013 • Set and review the remuneration AC�2 29�April�2013 policy for the Board of Directors and Executive Management; AC�3 24�July�2013 • Identify the company’s level of AC�4 30�July�2013 competencies required at the Executive Management level; AC�5 30�October�2013 • Organise and oversee the procedures for nominations to the Board of Directors; • Prepare and review HR policies.
Timeline of Nomination and The Nomination and Remuneration If the Committee discovers that the Remuneration Committee meetings Committee: condition of independence is not fulfilled by any Director who claims to be independent, it shall refer such matter to the Board of The Investment Committee members are The role of the Nomination Directors, which in turn shall notify the Date Ahmad Bin Byat, Fadhel Al Ali, Younis Al and Remuneration affected Director, by a letter to be sent by No.�of�Meeting Khoori and Mohamed Al Suwaidi. Committee is to set the registered mail to the Director’s registered NRC�1 18�February�2013 address recorded in our company’s files, policy for remuneration of The role of the Investment Committee is to of the apparent reasons for his/her lack of NRC�2 8�April�2013 examine all proposals related to financial the Executive Management; independence. The Director shall provide NRC�3 22�April�2013 and strategic investment opportunities, determine targets for clarification to the Board on the matter of provided that the investment does not his/her independence within fifteen days performance related pay; and NRC�4 29�May�2013 exceed AED 100 million. All investments from the date of the notification. determine the total individual NRC�5 23�September�2013 exceeding AED 100 million require the approval of the Board of Directors. package of each executive A Director’s loss of independence does not NRC�6 30�October�2013 director (if any); including impact on our company’s satisfaction of salary, bonuses, pensions the requirement for a minimum number of NRC�7 17�December�2013 independent directors on the Board of our and incentive schemes. The company. Committee is also in charge No.�of�Meeting Date of the preparation and review Without prejudice to the provisions The Investment Committee: IC�1 24�March�2013 of HR policies in accordance of Article (102) of the Commercial Companies Law, if a decision taken by IC�2 3�June�2013 with relevant laws and the Board which holds that a Director The role of the Investment regulations. The committee is no longer independent is to impact Committee is to review and IC�3 1�August�2013 on the requirements for a minimum also oversees the Board approve our company’s IC�4 23�September�2013 membership nomination number of independent directors, the investment strategy in Board shall appoint a new independent IC�5 27�October�2013 procedures. Director to replace such Director, and relation to core and non-core such appointment shall be reviewed at the IC�6 17�November�2013 Waleed Al Muhairi business which falls outside earliest General Assembly in order to give Chairman of Nomination and the Executive Management’s IC�7 18�November�2013 effect to the decision of the Board. Remuneration Committee authority matrix. IC�8 18�December�2013 Jassem Al Zaabi Chariman of Investment Committee
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Standing, 2.3. Board meetings Committee. The invitation and the agenda Two decisions were made by circulation in 2013, in compliance with the requirements that: left to right: For Board meetings to be valid, a majority are to be shared at least a week in advance Mohamed Al Suwaidi, of the scheduled meeting date. Details Osman Sultan (CEO), of members should be present. During the • A majority of the Board Members approve that a situation calls for a circular decision; Abdulla Al Shamsi, fiscal year ending 31 December 2013, our of the discussion points that took place • The decision is delivered, in writing, to Board Members, along with all supporting documents required for its review, Fadhel Al Ali, Board of Directors held ten meetings; the during meetings of the Board of Directors and acquire the necessary approval and; Saeed Rashed Al Yateem, Audit Committee held five meetings; the or its Committees have to be documented Masood M. Sharif Mahmood • The decision is reviewed and ratified during the following Board Meeting and documented in the meeting minutes. Nomination and Remuneration Committee in meeting minutes, as well as any Seated, held seven meetings; and the Investment decisions made, including any members’ left to right: Committee held eight meetings. reservations, or disagreements they have BOD�Meetings AC�Meetings NRC�Meetings IC�Meetings Hana Al Rostamani, expressed. Any conflicts of interest that Ziad Galadari, �10 5� 7 8 are highlighted at the beginning of each Board�Members Ahmad Bin Byat (Chairman), Calling for a meeting of the Board of No.�of�Meetings No.�of�Meetings No.�of�Meetings No.�of�Meetings Abdulhamid Saeed, Directors and its Committees has to be meeting will be recorded in the minutes and � Waleed Al Muhairi made in writing from the Chairman, or at approved by the members present. Ahmed�Bin�Byat C 8 * 5 least two members of the Board or Abdulhamid�Saeed * 9 * 3
Timeline of Board of Directors’ meetings Younis�Khoori * 3 * 2
No.�of�Meeting Date Hana�Alrostomani * 7 * 6
BOD�1 18�February�2013 Waleed�Al�Muhairi * 9 C 7 BOD�2 25�March�2013 Jassem�Al�Zaabi * 5 C 4 BOD�3 1�May�2013
BOD�4 3�June�2013 Fadhel�Al�Ali * 9 * 5 * 6
BOD�5 24�July�2013 Ziad�Galadari * 9 C 5 BOD�6 23�September�2013 Abdulla�Al�Shamsi * 10 * 7 BOD�7 1�October�2013
BOD�8 30�October�2013 Saeed�Al�Yateem * 10 * 5 * 7
BOD�9 18�November�2013 Mohamed�Al�Suwaidi * 10 * 8 BOD�10 18�December�2013 Masood�Mahmood * 1
C = Chairman * = Member 14 Board of directors Board of directors 15 du corporate governance report 2013 du corporate governance report 2013 du corporate governance report 2013
2.4 Strategic oversight 2.6. Board member Remuneration In 2013, we conducted two strategy The proposal for Board Members’ workshops for our Board Members. remuneration is submitted to the Board The first workshop highlighted the long- of Directors by the Nomination and term strategy of the company and was Remuneration Committee. Following the conducted on 25 March 2013, while the Board’s approval, the proposal is referred second took place on 1 October 2013. Both to shareholders at the Annual General workshops were delivered by the Executive Meeting where it is voted on. Management team. Our Board Members are remunerated 2.5 Annual General Meeting based on a structured framework in The Ordinary Annual General Meeting was line with international and regional best convened on 25 March 2013 practices and as recommended by Mercer Consultants. Our Board Members are 1. Review and approve the Board of compensated with an annual retainer, Directors’ report for the fiscal year Committee Chairman/membership fee and ending 31 December 2012; meeting attendance fees. 2. Consider and approve the auditors’ report for the fiscal year ending In 2013, the AGM approved a remuneration 31 December 2012; total of AED 8,748 million to be distributed 3. Approve our company’s financial among all Board Members, based on the statements along with the profit and approved policy on fees for 2012. loss account for the fiscal year ending 31 December 2012; At the AGM in March 2014, the Board will 4. Approve the distribution of cash propose remuneration of AED 8,858 million dividends of AED 0.30 per share for to be distributed among all Board Members shareholders for the fiscal year ending as fees for 2013, based on the approved 31 December 2012; policy. 5. Discharge and release the Board of 3. Remuneration; 2.8. Performance evaluation We are committed Directors and the auditors from all 2.7. Delegation of management 4. Structure and capital; to strengthening our liability for the fiscal year ending The Board’s primary focus is to support of the Board 5. Financial reporting and controls; In order for our Board of Directors to performance, enhancing 31 December 2012; and advise the Executive Management on our operational efficiency 6. Internal controls; improve their performance and efficiency, 6. Approve the Board of Directors’ the delivery of our company’s strategy and creating better value 7. Contracts and expenditure (those and create value for our company and its remuneration; within a clear and transparent governance for our company and which are beyond the powers of the shareholders, the Board has put in place a 7. The appointment of the auditors of framework. shareholders. Executive Management) in accordance structure of assessments and evaluation the company’s accounts for 2013 and with the applicable policy; of its own performance. At the end of determine the fees; In line with Article 11 of the Code of 8. Corporate governance matters; 2013 the Board underwent a performance 8. Consider and approve the appointment Corporate Governance (delegation of 9. Other policies. evaluation. This involved the completion of Board Member Mohamed Al Suwaidi Management), the Board has agreed the of assessment questionnaires by all to replace Eissa Al Suwaidi. Schedule of Matters reserved for the Board In addition to Board Members, Executive Directors, covering the performance of the and its committees, as set out below. Our Management monitors the progress of Board and its Committees. Other areas The Ordinary General Meeting for Emirates Board shall be responsible for carrying out the business. The team is headed by the reviewed included the effectiveness of the Integrated Telecommunications Company the functions set out in the schedule to the Chief Executive Officer, who is responsible Chairman and Chief Executive Officer, the PJSC (du) was convened on 19 August 2013 extent that those functions have not been for overseeing the overall operations of monitoring of operational performance, to: delegated in writing to a Board committee the company, its development and adding corporate governance, and leadership (in the Terms of Reference of the relevant value to our shareholders. Executive and culture. 1. Approve the distribution of cash semi- committee) or to Executive Management. Management is also responsible for annual dividends of AED 0.22 per share overseeing recommendations, application The Board has subsequently adopted a for shareholders for the fiscal year The responsibilities retained by the Board of strategies, policies and internal control range of recommendations and enhanced ending 31 December 2012; of Directors in summary are: frameworks. their programme for 2014 to fill any 2. Consider and approve the appointment existing gaps and optimise its efficiency of Hana Al Rostamani as a Board 1. Strategy and Management; and performance. Member to replace Younis Khouri 2. Board Memberships and other appointments;
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3. Share dealing
Our Share Dealing Policy ensures that our • Any other information that our Directors, Executive Management and company’s management may other employees (including permanent determine to be price-sensitive employees, contractors and trainees) information. are fully informed on the restrictions, processes and impacts of share dealing 3.2 Trading restrictions by persons who may be in possesion of During closed periods, Directors, Executive unpublished price-sensitive information. Management and other employees are not allowed to deal, directly or through others, 3.1 Share dealing policy in shares of our company (or of any of The Share Dealing Policy applies to all its subsidiary or affiliated companies) individuals working for us or any of our irrespective of whether or not they are in subsidiaries, at all levels and grades, possession of unpublished price-sensitive including members of the Board of information. Directors, Executive Management, senior managers, and other employees (including A closed period is the 15-day period permanent employees, contractors and preceding the announcement of yearly, trainees). Third parties who gain access half-yearly and quarterly financial results to price-sensitive information (whether by until the official disclosure of audited reason of a contractual relationship with financial statements to the Financial Market our company or any of its subsidiaries, or and to the SCA. a personal relationship with an employee) are also be made aware of this policy. Furthermre, Directors and Executive Management must inform the Company Examples of unpublished price-sensitive Secretary of their shareholding in our information are as follows: company annually. The Audit Committee will be responsible for reviewing this policy • Annual and interim financial results at least annually and shall report to the of our company before they are rest of the Board on its activities under this made public; policy. • Information about our company’s forecasts and trading prospects; • Dividends the Directors propose to declare and any changes to the dividend policy; We continued our • Expansion plans, including entrance efforts to embrace a into new markets or the introduction unified governance of new technology; culture within our firm. • Strategic alliances or any proposed mergers or acquisitions; • Corporate restructuring programmes; Transactions of Board Members and their immediate relatives in our shares in 2013 • Significant changes in the nature of our company’s business; • Disposal of any shares of our Member Kinship Total Shares Sold Total Shares Purchased company by a significant shareholder; • Changes to the Board of Directors’ Ahmad Bin Byat Himself 1,450,000 - structure or members of the Executive Management; Ziad Galadari Wife - 21,358 • News concerning our company’s services, such as regulatory approvals Jassem Alzaabi Himself 150,000 - or licensing deals; • A potential dispute which may result in significant litigation; and These were the only Board Members to trade in our shares in 2013.
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4. Executive management
4.1 Members of the Executive Management
Here are the summarised biographies His drive and acute business acumen has of our Executive Management team. earned him several industry accolades. To name a few; Osman Sultan was named Chief Executive Officer of Emirates Integrated • Ranked 32nd most Innovative Osman Sultan Business Leader in the Arab World by Chief Executive Officer Telecommunications Company PJSC (du) in January 2006. His vision of creating a Amwal magazine (2013) telecommunications company that would, • Ranked 32nd “Most Innovative transform the UAE’s industry monopoly Business Leaders in the Arab World while adhering to its values and delivering 2012” according to the Amwal on its promise has since become one of the Magazine (2012) region’s most vibrant success stories. • Recognised with “Top Executive Management in the Arab World 2012” Under Sultan’s guidance, our founding award during Forbes Middle East CEO team has expanded to a corporate family Forum (2012) of more than 1900 colleagues, with a • Named Innovator of the Year at Gulf network of 52 shops and 10,000 affiliated Business Industry Awards (2012) retailers across the UAE. Our rapid growth • Recognised as one of the “30 success includes an ever-increasing most influential people in the GCC” customer base of more than five million according the Business Pioneer mobile customers and a market share or Magazine (2012) 47.2%per cent in seven years of service; • Identified as among the most company profits within two years of powerful executives in the telecoms operations, and a focus that is as people- industry on GTBPower100 list for two centric as it is driven by providing the consecutive years 2010 and 2011. best value, adding life to life. We are also • Named the CEO of the Year- the first telecommunications company Telecommunications, at the 4th CEO in the UAE to release a Sustainable Middle East Awards (2011) Development Report, the first edition • Master class CEO of the Year, of which was launched in October 2011. organized by the GCC Chamber of We also ranked the first in the S&P/ Commerce and Industry 2010) Hawkamah Environmental, Social and • MEComs Lifetime Achievement (2009) Corporate Governance (ESG) Index 2011. • MENA Cristal Media Man of the Year The ranking comes as a result of our for his contribution to the world of sustained efforts to enhance corporate digital media and content (2008) governance standards within our company • Man of the Year award from the and community. Professional Electronic Information Services Community in France (1996) Having joined the telecommunications • The Best Website – Legal Product industry in 1983, Sultan’s experience in from the American Information the field is varied and covers operations Association (1996) in Europe, North America and the MENA region. He has held management positions in sales, marketing and customer services as well as leadership positions on 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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Farid assumed the role of Chief Operating In his new role, Farid is tasked with Ananda has been with our company for Anada has worked with some of the Officer in June 2013 moving across from executing and implementing the nine years acting as Chief Corporate largest Middle Eastern telecom operators his previous role of Chief Commercial operational and strategic directives set by Affairs Officer responsible for managing and international consulting firms. Before Officer where he handled all customer and our board of directors. our strategic focus. Ananda is a senior moving to the telecom industry in 2003, brand related issues. Before joining du, professional with experience of over 20 he worked in management consulting with Farid played a key role in the successful A UAE National, Farid is on the Board of years across a diverse range of disciplines firms such as Arthur Andersen, Ernst & implementation of the information Trustees for the UAE ICT Development including finance, strategy, regulatory Young and Coopers & Lybrand for 11 years, communications technology clusters such Fund, he is also a founding Member of the affairs, corporate governance, systems predominantly within the telecom practices. Farid Faraidooni Ananda Bose Chief Operating Officer as Dubai Internet City (DIC), Dubai Media Information Technology Forum in the UAE. Chief Corporate implementation and project management. City (DMC), Knowledge Village and Dubai In 2003, he was nominated by TECOM in Affairs Officer Ananda holds a Bachelor’s degree with Healthcare City. Farid also served as the the Distinguished Government Employee honours in Accounting and a Masters Deputy General Manager-Telecom for category in the Dubai Government degree in Business Management from TECOM Investments from April 2002 to Excellence Program (DGEP) Awards. India. He is also a professionally qualified December 2005. Cost Accountant.
Fahad became Chief Commercial Officer Prior to joining us, Fahad was Vice Ibrahim was awarded the position of Chief Earlier in his career, Ibrahim was Executive mid-2013 stepping up from his previous President Human Resources (Employee Human Capital Officer responsible for Vice President, Human Resources, role of Chief Human Resources & Services) for Emirates Airlines. In this Human Resources and Organisational Organisation Effectiveness and Corporate Shared Services Officer where he was role he devised and implemented Development in June 2013. His prior Services at Dubai Aluminum Company responsible for managing our strategic HR improvement processes. He also 20 years’ experience means he is fully Limited (DUBAL). human resources programme. In his established and executed the group’s equipped to manage our strategic human current role, Fahad is responsible for all national career development strategy. resources implementing best practices in Ibrahim holds a Bachelor’s degree in of our sales, marketing, customer care, recruitment, training and development, Business Management and Organisation Fahad Al Hassawi Ibrahim Nassir Chief Commercial Officer International Carrier Relations, Brand Fahad started his career as a First Chief Human Capital Officer compensation and benefits. Effectiveness from the University of Miami. and Communications and Business Lieutenant Engineer for Dubai Police. He Development functions. holds a Masters in Industrial Engineering Previously Ibrahim worked as the Director from the University of Miami, USA. He of Human Resources for the UAE and the also has a Bachelor of Engineering in region at Al Futtaim where he managed Communications and a BTEC National HR direction for all 10 companies within Diploma in Engineering. the automotive division. He also sat on the Board of Directors to ensure best practice was followed in all HR policies. Ibrahim was also responsible for managing Al Futtaim’s As our Chief Financial Officer, Amer is Earlier in his career, Amer spent eight years Automotive Training Academy. responsible for overseeing all areas of with Emirates Airline where he held various our finance operations, including raising positions including Senior Vice President capital, financial strategy and planning of Finance, Manager Internal Audit and and provides both operational and Regional Audit Manager. Throughout his programmatic support to the organisation. time at Emirates Airline, Amer directed Before joining us as EVP International Yatinder started his career in the R&D Unit and defined the objectives, strategies and and Wholesale, at our start-up in 2006, of the Indian Ministry of Communications, Amer has held senior finance roles for structure requirements of the various Yatinder Mahajan was the Director of where he worked on the development of Amer Kazim Chief Financial Officer over 18 years and has broad experience finance sections within Emirates Group, SamaCom, a limited liability company microwave radio communication systems in corporate services, treasury, budgeting and established a platform for relationship- established in Tecom in 2001. His work and design. and corporate finance. Before joining us, building and continuous learning and at SamaCom led to the company taking Amer was the Senior Vice President of development, ensuring top quality finance a top position among satellite broadcast Group Services at Dubai Airports, where service delivery to the Group. Yatinder Mahajan providers inMENA. Prior to setting-up the he played a leading role in shaping the Chief Technology Officer SamaCom business, he served as Director long-term business strategy, internal Amer holds a BSc in Accounting from the Advisor of Network Services in Globecomm and external governance structures and University of Denver and is a member of systems, New York. He also served development of local talent within the the Board of Directors of Empire Aviation in various engineering and executive organisation. Group and an Audit Committee Member of positions during his stint with the UAE’s Economic Zones World. incumbent mobile operator.
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5. Related party transactions
Mark has held senior finance roles for Mark stepped down from his role as CFO in Transactions with related Related party transactions are the 5.1. Related party transactions policy more than 25 years, working initially in December 2013, however he will continue parties are based on transactions involving any party of our The policy applies to all Directors, terms and conditions business regeneration and laterally across to advise us in a consultancy role until company that has authority or influence Executive Management and significant approved by our the telecommunications industry. Before Q1 2014. over the operational and financial decision company’s Board shareholders, and any persons or entities joining du, he was the Chief Finance Officer of Directors. making. Related Party Transactions can related to them. Parties are considered at Qtel (Qatar Telecom), cooperating present potential or actual conflicts of to be related if that party has the ability with the Board of Directors and the Chief interest for our company and may create to control the other party or to exercise Mark Shuttleworth Executive Officer to set an expansion the appearance that business decisions significant influence or joint control over Chief Financial Officer Advisor strategy based on the second mobile are based on considerations other than the other party, in making financial and operator in Oman. Before joining Qtel, he the best interests of our company and operating decisions. was the Chief Financial Officer of European its shareholders. There are specific cases Telecom plc, listed on London Stock where related party transactions can Transactions with related parties are based Exchange. He is a member of the Institute be considered in the best interest of the on terms and conditions approved by our of Chartered Accountants in England company and its shareholders, and hence company’s Board of Directors. and Wales and a founding director of the we adopted our related party transactions Middle East Investor Relations Society policy to provide a sound framework for We avoid transactions with related parties (ME-IR Society). the review and approval of related party once a relationship is disclosed, but if no transactions. other party is capable of providing the same service, then all transactions with related parties should be executed at commercial prices, and telecommunication services should be provided to the parties at normal market value.
4.2. Total compensations paid for the 5.2 Related party transactions executive management in 2013 The following table lists the appointment dates of the members of the Executive Management of Emirates Integrated Telecommunications Company PJSC (du), their current positions, and their AED remuneration at the publication date of Description (in thousands) this report:
Payments due from related parties 2013 Axiom Telecom (LLC) 197.024 Date of Total salaries and Total bonuses Eros Electronics 14.319 Position appointment allowances paid in 2013 (AED) paid in 2013 (AED)* Due from shareholders 196.755
Chief Executive Officer 1 January 2006 4,585,980.00 -
Chief Operations Officer 1 January 2006 2,010,300.00 - Payments due to related parties TECOM Investments Free Zone (LLC) 17.161 Chief Commercial Officer 23 April 2006 1,998,024.00 - EMAAR Properties 4.156 Chief Financial Officer 1 December 2013 129,290.32 -
Chief Human Resources Officer 1 June 2013 894,877.42 - All related parties transactions in detail Chief Corporate Affairs Officer 1 January 2006 1,878,024.00 - TECOM office rental and miscellaneous services 66.202 TECOM infrastructure development 14.418 Chief Technology Officer Advisor 1 January 2006 1,934,292.00 - Axiom Telecom - accredited distributor - net sales 455.219 Chief Financial Officer Advisor 1 January 2006 1,881,720.00 - Eros Electronics - accredited distributor - net sales 403.359 Injazat Data Systems (LLC)-data centre rental and related services 11.455
Remuneration and bonuses are paid subject to our company’s performance and are calculated based on the individual’s performance and within a framework approved EMAAR Properties 26.774 by our Board of Directors. The evaluation and approval process for all members of the Executive Management team is currently under review and will accordingly be disclosed once approved.
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6. External auditor
All financial reports are 6.1 Overview 6.3. Our relationship with the prepared in line with IFRS KPMG is a leading professional services Our Annual General Meeting convened on external auditor standards to increase company. It provides business consulting, 25 March 2013. The Board approved the The Audit Committee supervises the • Our company’s auditor must competitiveness in the auditing and tax services in 152 countries re-engagement of KPMG as its auditor for relationship between our company and be registered in the Register of financial market. and currently engages 145,000 the fiscal year 2013 in return for a fee of our internal and external auditors. Our Accountants and Auditors in professionals. KPMG was established in AED 700,000. No other external auditor interaction with our auditors is governed accordance with the provisions of the UAE in 1974 and has grown to 650 was used in auditing the published financial according to the following Audit Committee Federal Law No. 9 of 1975 regulating professional staff led by more than 31 statements of our company. responsibilities: the accounting and auditing Partners, across seven offices across the professionals; country. KPMG believes its employees The only additional work undertaken by • Review the terms of engagement of • The external auditor must be should play a full role in the communities KPMG’s audit practice, was the required the external auditors and the scope of independent and must not be a in which they live and work. KPMG has provision of an audit opinion relating to the external audit plan; partner or an agent of one of our conducted our external audit since our a financial transaction, later aborted, for • Follow the procedure for selecting and company’s founder members or a inception in December 2005. which they were paid a fee of AED 60,000. appointing the external auditor; report member of the Board of Directors or to the Board of Directors any matters any of their relatives up to the 6.2 Appointment of an Consistent with Article 36 of Decision (3/R) that, in the Committee’s opinion, fourth degree; external auditor of 2000 Concerning the Regulations as to necessitate an action and provide • Selection of the external auditor shall Our Corporate Governance Manual has a Disclosure and Transparency, all financial recommendations on the necessary be based on competence, reputation policy on the appointment of an external reports have been prepared in line with the steps; and expertise. auditor. The new policy regulates the IFRS standards issued by the International • Follow-up and continuously monitor appointment of an external auditor, sets Accounting Standards Board to increase the performance, independence and If the Board of Directors does not agree out the powers of the external auditor, and competitiveness in the financial markets, objectivity of the external auditor and with the Committee’s recommendations on ensures its absolute independence. It also attract foreign investment, and provide discuss with the external auditor the the election, appointment, resignation or stipulates the requirements that should be liquidity to better support the economy. nature, scope and efficiency of the dismissal of the external auditor, the Board fulfilled by an external auditor, which are audit in accordance with IFRS; of Directors shall include in our company’s recommended by the Board of Directors The company has also used the services of • Review any proposed appointment Corporate Governance Report a statement and approved at the AGM. external auditors besides the company’s of the external auditor to provide articulating such recommendations external auditor, KPMG. A statement of services (other than audit services) to and the reason(s) behind the Board of services described below. our company. Directors’ disapproval.
In appointing the external auditor, the Committee shall have regard to the following: External Auditor Service Value • Our company must appoint one or more external auditors for a Outsourcing Tasks renewable period of one year by Deloitte & Touche (ME) 65,000 the General Assembly who shall Outsourcing Staff determine their remuneration; Ernst & Young Ltd. 840,730 • The Committee shall determine their willingness to act of potential auditors, General Consultancy Ernst & Young Ltd. 616,725 and obtain proposals from them addressing the Committee’s General Consultancy PricewaterhouseCoopers 4,192,109 selection criteria; (Dubai Branch) • The Audit Committee, and as may be deemed necessary by the Audit
Committee, our company’s Chief Financial Officer, and/or Head of Internal Control, will meet with and interview representatives of the candidate auditor firms;
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7. Internal control
Our Board is responsible 7.1 Internal control system for internal control The Board of Directors is responsible to - The scope and nature of ongoing and enhancing its determine the objectives and policies of control activities over risks, internal effectiveness. our company and provide, overall strategic control systems and external auditor’s direction within a framework of controls. operations; the Board of Directors The Board ensure that management reviews the Audit Committee Report strikes an appropriate balance between of results of Internal Control activities. promoting long-term and short-term The frequency of reporting of control strategies which have been appropriately activities is reviewed by the Board of assessed against the risks and commercial Directors; objectives of the company, and has put - Review the weaknesses and in place an efficient and effective control shortcomings of the control system and reporting structures to ensure proper and unexpected emergencies that oversight and escalation of issues. have materially affected, or may materially affect, the performance of a. The role of the Board of Directors in the financial position of our company, internal control and the procedures we follow to address material control issues; • The Board of Directors has an - Review our compliance with overall responsibility for ensuring applicable laws and regulations; that Executive Management designs - Review of our company’s policy on and implements an effective Internal whistleblowing. Control system which provides • Based on Ministerial Decision No. assurance of effective and efficient 518/2009, the Audit Committee as operations, accurate financial delegated by the Board of Directors reporting, and compliance with laws has carried out a review of our and regulations within Ministerial company’s financial and control Decision No. 518/2009. systems and risk management • The Audit Committee has delegated procedures. The Committee asserts authority and responsibility from the that the internal control system of Board of Directors to oversee the company is adequately designed the following: and being implemented effectively to presented to the Board, shareholders c. Internal control management process - Review systems of risk management accomplish our company’s objectives. and Executive Management; and internal controls at least once • Compliance with applicable laws • Ensure that the control procedures every year to ensure that all risks b. Internal control system responsibilities and regulations: Covers laws and are appropriately designed and to achieving business objectives regulations which our company effectively applied in accordance with are mitigated by implementing Internal Control is broadly defined as a is subject to in order to avoid any our company’s annual plan, reviewed appropriate and effective controls; process, designed to provide reasonable damage to reputation or fines/ by the Audit Committee and approved - Review procedures followed by assurance regarding the achievement of penalties; by the Board of Directors; our management in determining, objectives in the following categories: • The internal control system aims to • The Internal Control Department evaluating and managing significant establish, document, maintain and act produces reports for submission risks; • Risk management: Ensure consistently with the principles of the to the management and the Audit - The changes since the last review identification of risks and controls for internal auditing policy. The system Committee on the efficiency of on the nature and extent of major achievement of our objectives; should apply across all departments, the applicable internal control risks and our ability to respond to • Effectiveness and efficiency of with our company integrating the systems. The reports should include changes of operations and external operations: Addresses our basic system with its standard activities any relevant suggestions and environment; business objectives, including of corporate governance and risk recommendations for improving adherence to performance standards management. the control systems. However, the and the safeguarding of resources; department is not responsible for • Reliability of financial reports: Ensures the development or maintenance that reliable financial statements and of internal control systems, which other financial information are falls under the responsibility of the authorised relevant department.
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Our risk management • Appoint a compliance officer with a. Financial Audit; recommendations for improvement on a employees to disclose any wrong-doing or We provide the right framework is aligned clear and independent responsibilities b. Operational Audit; quarterly basis. malpractice of which they become aware. atmosphere for our to ISO 31000:2009, the to monitor compliance with laws, c. Information Systems Audits employees and take global standard for risk legislations and internal procedures. d. Violations; (new); and 7.3 Whistleblowing Compliance with this policy is supervised reliable actions to management. disclose any potential The Internal Control Department e. Compliance. Our “Corporate Governance Manual” by the Internal Control Department, which violation. supervises our activities and ensures • The Control department investigates includes a whistleblowing policy, which is also responsible for creating a suitable its consistency with UAE law and serious issues through each of the sets clear and reliable procedures for environment for pursuing this policy. all other internal and external five divisions according to the nature regulations. It may also modify and of the issue, providing the Executive update the procedures included in the Management and Audit Committee compliance control system in order to with effective recommendations ensure that we continue to meet the and reporting on the follow up and highest applicable standards. resolution for each issue. • Provide reasonable assurance to the Audit Committee, as delegated by 7.2 Management of corporate risks the Board of Directors, regarding We are committed to adopting, embedding achievement of the company’s and sustaining risk management as objectives. a core competency throughout the • Internal Control Management is organisation. In doing so, we aim to headed by Amer Al Gergawi a UAE enhance the performance of key activities, National who took office as the Senior in an effort to protect our assets and Vice President of internal control in enrich the organisation’s ability to manage mid-2007. He is a Board Member uncertainty, in achieving our key corporate of the Internal Auditors Association objectives and goals. and has more than fourteen years’ financial experience in accounting, We deploy a corporate wide approach internal auditing and banking. He to the management of risks. Our risk was appointed as Director in the management framework is aligned to Dubai Government’s Department ISO 31000:2009, the global standard for of Financial Control in 1998, where risk management and the benchmark he remained until 2007. In 1998 he against which the effectiveness of our had obtained his College degree in approach to risk is compared. Specifically, Accounting from Dubai Men’s College, a comprehensive process is deployed Higher Colleges of Technology. to identify, analyse, evaluate and treat • Adnan Sajwani, who has over 6 risks. A systematic, structured and timely years of professional experience, Corporate Risk Agenda is undertaken has been appointed as Compliance throughout the year the Executive Officer and is responsible for the Management team to determine and completion of the annual work plan to evaluate the potential exposures facing monitor compliance. Adnan holds a us. This ensures that risk management Higher Diploma in Financial Services is closely aligned with the Company’s and Banking and is a certified Stock strategic themes and objectives, reported Broker from DFM/ADSM and certified to the Audit Committee & Board of Compliance officer from SCA. Directors, and ensuring that action plans are in place to address the risks identified. d. How internal control management addresses a serious issue: The Corporate Risk Management function is accountable to the Audit Committee • During 2013, the Board added a fifth and the Board of Directors for developing, division to the oversight responsibility maintaining and implementing the of the Internal Control Department Corporate Risk Management framework which monitors: and communicating the key risks and
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8. Disclosure and communication with shareholders 9. General
9.1. Our Share Price Performance in 2013
Closing�price AED� 3.61 AED�4.26 AED�4.68 AED�5.12 AED�5.82 AED�5.80 AED�6.71 AED�6.40 AED�6.18 AED�6.42 AED�6.36 AED�6.66 High AED�3.64 AED�4.29 AED�4.70 AED�5.16 AED�5.85 AED�5.85 AED�6.76 AED�6.40 AED�6.30 AED�6.49 AED�6.53 AED�6.75 Low AED�3.57 AED�4.22 AED�4.64 AED�5.10 AED�5.72 AED�5.74 AED�6.69 AED�6.19 AED�6.18 AED�6.42 AED�6.25 AED�6.56
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9.2. Our Share Price Performance in Comparison with the Market in 2013
Financial�market AED�1,887.59 AED�1,927.10 AED�1,829.24 AED�2,135.40 AED�2,366.79 AED�2,222.57 AED�2,588.53 AED�2,523.13 AED�2,762.50 AED�2,922.18 AED�2,945.91 AED�3,369.81
Our�share AED�3.61 AED�4.26 AED�4.68 AED�5.12 AED�5.80 AED�5.80 AED�6.71 AED�6.40 AED�6.18 AED�6.42 AED�6.36 AED�6.66
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٦ We are commited to We are dedicated to keeping our regulations relating to disclosure which ٣٠٠٠ .disclosing all information shareholders fully informed of apply to it ٥ related to our company’s developments and important information current conditions and affecting our company. We endeavour to The Board of Directors notifies the ٤ .activities once approved ٢٠٠٠ ensure that all shareholders have access to financial market and official authorities of ٣ information about our company’s business all relevant and material information that and that they have the opportunity to may affect the share price when disclosed ٢ ١٠٠٠ .meet, and hold positive discussions to shareholders ١ with, the Board of Directors during the company’s Annual General Meeting. ٠ ٠ ٢٠١٣ ٣١ ٣٠ ٣١ ٣٠ ٣١ ٣١ ٣٠ ٣١ ٣٠ ٣١ ٢٨ ٣١ We are committed to providing accurate, Jan Feb March April May June July Aug Sept Oct Nov Dec timely information and fair disclosure of corporate information in accordance with our obligations under various rules and
3032 Disclosure and communication with shareholders General 33 du corporate governance report 2013 du corporate governance report 2013
10. Our contribution to sustainability and community engagement
9.3. Share ownership on 31 December 2013 Since our inception, we have been able Bin Rashid Al Maktoum, Chairman of to embody sustainability practices in our Dubai Culture and Arts Authority at our business operations. Our key activities ‘du Forum’. His Excellency Lieutenant Investor/ Ownership as from last year are highlighted below General Dhahi Khalfan Tamim, Chief of shareholder Customer category Number of investors percentage of Capital and invite you to read our Sustainable Dubai Police and Deputy Chairman of Development report for further Police and General Security, also delivered United Arab Governmental 2 0.072 information. a speech emphasising the importance of Emirates Banks 6 0.14 responsible digital social networking at Corporate 111 86.13 Our community the event. Individuals 101,108 12.41 We strive to make our community a better place to live and work by investing in a Our people number of projects. GCC Governmental - - We continued our drive for recruiting more countries Commercial - - Emiratis at all levels through initiatives Last year’s highlight was Every Step Individuals 196 0.37 such as our Masar Graduate Trainee Counts, our nation-wide wellness program and in 2013; UAE Nationals were programme that has been able to engage Arab Governmental - - 34% of our workforce. Our commitment to UAE’s residents to be healthier through Nationals Commercial - - empower women is evident through the a number of initiatives. A prominent Individuals 763 0.66 appointment of a female Board Member, in milestone under this campaign was the addition to several other women in senior launch of a unique bilingual app on the Other Governmental - - management positions. Our staff also iOS platform that allows tracking and nationalities Commercial - - actively participated in volunteering for monitoring of nutrition and activity. Individuals 637 0.22 community activities putting in a total of Further, it supports syncing with other 1,861 hours. existing bands and features ‘challenges’ that are customised to the UAE. We also partnered with UNICEF, Ministry of Our customers Our motto while engaging with customers Health and Ministry of Education to pilot is to give them the best and most secure 9.4 Key milestones in 2013 9.6 a health education programme across 18 experience of using our mobile, internet a. Distributing cash earnings of 30 fils Our company is 39.5% owned by government schools in the UAE. per share for the fiscal year ending Emirates Investment Authority, 20.08% and telephony services. This is why we employ the best people and use the best 31 December 2012, and semi-annual by Mubadala Development Company, We continued our support of the UAE technology to eliminate irresponsible use dividends of 12 fils per share for the 19.5% by Emirates Communications Leadership’s projects, including HH Sheikh and illegal activities. The highlight of the fiscal year ending 31 December 2013, & Technology Company LLC, and the Mohammed bin Rashid Al Maktoum’s year was the launch of the TRA’s Mobile in addition to 10 fils per share as remaining stake by public shareholders; ‘Thank You’ and ‘Dress 1 Million Needy Number Portability (MNP) scheme and we special dividends. Children Around the World’ campaigns. also actively supported the regulator’s My b. Appointing new representatives to the 9.7 We also actively worked to assist those Number My Identity (MNMI) programme. Board for the UAE Government and No material offences were made during affected by the crises in Yemen, Syria and Mubadala. the fiscal year ending on 31 December the Philippines. 2013, and no violation was made to the Our environment In 2013, we released the results of our first 9.5 Ministerial Resolution No. 518/2009 Under the ‘Hassantoka Ya Watan’ umbrella carbon footprint study in collaboration With the exception of our founding concerning Governance Regulations we organised several initiatives to promote with Dubai Carbon Center for Excellence shareholders (the UAE Government, and the Criteria of Corporate Discipline National Day activities, including the (DCCE) which will act as a benchmark Emirates Communications and Technology standards. distribution of UAE flags at the UAE Flag for future years. We have continued to Company and Mubadala Development Day and a unique singing competition – maintain strict compliance with national Company) no shareholder owns more than For clarification, the company dealt with Operette Sang by the UAE People. 5% of our company’s shares; the violations made against the TRA and regional regulations and guidance on design, installation and operation of mobile appropriately by taking necessary steps to Our annual ‘Social Media Awards’ base stations to ensure no negative effects ensure this situation is not repeated. rewarded good social media content from our radio frequencies. promoting patriotism and community spirit. The awards were handed out by His Highness Sheikh Majid Bin Mohammed
34 General Our contribution to sustainability and community engagement 35 du corporate governance report 2013 du corporate governance report 2013
For more information on our governance, policies and reports, including our annual and sustainability reports, please visit:
www.du.ae/en/about
Ahmad Bin Byat Chairman
36 Our contribution to sustainability and community engagement Our contribution to sustainability and community engagement 35 du corporate governance report 2013
Emirates Integrated Telecommunication Company PJSC P.O. Box 502666 Dubai, United Arab Emirates Tel: + 971 (4) 360 0000 Email: [email protected] ‘Printed on Scheufelen FSC Code: March 2014 FSC- C009951 – 170 and 400 g/m2’ 38 Chairman’s message