Corporate governance report 2012 du corporate governance report 2012 Contents An overview 04 Share dealing 06 Board of directors 08 Executive management 20 Related party transactions 24 External auditor 25 Internal control 27 Disclosure and communication with shareholders 30 General 31 Our contribution to sustainability and community engagement 33 Table of contents 03 du corporate governance report 2012 du corporate governance report 2012 1. An overview Our corporate 1.1 Introduction policies. We communicate with our 1.3 Our Governance Model governance programme Our corporate governance system meets Board and shareholders (in the UAE and The effectiveness of our governance model instils confidence in our all relevant UAE legislation on corporate internationally) via corporate governance relies on the distribution of duties and ability to drive efficiency governance and the Law of Companies. It email. This enables an atmosphere of responsibilities amongst shareholders, and generate revenues transparency and disclosure and ensures to contribute to the follows international corporate governance management, and Directors, including economy of the UAE. best practices and adheres to Ministerial consistency between Board, Executive the Board of Directors and permanent Resolution No. 518 of the 2009 Federal Management and other staff practices. committees as illustrated in the chart below: Law on Governance Regulations and the Criteria of Corporate Discipline. Our “Corporate Governance Manual” contains policies and rules that govern the Our governance systems are currently following corporate activities to ensure the managed according to our “Corporate highest standards of business integrity: Governance Manual”. The Manual is approved by the Board of Directors • Corporate Social Responsibility (where and was revised with updated policies our company contributes to enhance in March 2011. This manual governs the quality of life of its workforce and our organisational framework, policies, the wider community) and procedures to ensure we comply • Dividend distribution (our company’s with international best practices as well commitment to creating value for as the rules and practices set by the shareholders in a balanced and Securities and Commodities Authority sustainable way) (ESCA). In addition to complying with the • Code of Conduct covering all company requisite laws, our corporate governance employees (Board, Executive programme instils confidence in our Management and employees must all company’s ability to drive efficiency and adhere to the Code of Conduct) generate revenues to contribute to the • Share Dealing policy (see section 2.1) economy of the UAE. • Related Party Transactions (identifies the requirements relating to Regulatory�Bodies Auditors Telecommunications�Regulatory�Authority,� State�Audit�Institution�and� 1.2 Our Governance System transactions between our company Dubai�Financial�Market,� External�Auditor Our governance system is managed and its stakeholders) External Securities�and�Commodities�Authority according to Ministerial Resolution No. • Whistleblowing (see section 7.3) 518/2009 on the Principles of Governance • Board evaluation (a recently factors and Criteria of Corporate Discipline and the developed governance policy that has rules and criteria of governance detailed in been adopted worldwide, reflecting Internal “The Corporate Governance Manual”. They the extent to which the Board is Shareholders include, for example, a clear definition efficient, competent, and able to factors of the role and duties of the Board’s overcome any potential economic Reports Appoints Chairman and Chief Executive Officer. difficulties) They also prevent the Chairman from • Disclosure and communication with InfographBoard�of�Directors Page 4 acting as Chief Executive Officer for our shareholders (see section 8) company. Additional rules of the Board • External auditor appointment (see Reports Appoints have been agreed, including supervision of section 6.2) Appoints Appoints • Directors Access to Independent Internal� Audit� Investment� Nomination�&� Company� our company’s internal audit system and Remuneration monitoring its efficacy. Professional Advice Policy (under Control Reports�to Committee Committee Committee Reports�to Secretary the�Audit� Chairman�of� this policy a Board Member is free Committee the�Board Our corporate governance initiatives to consult an internal or external Reports Appoints extend beyond legal requirements. We expert that will support the member’s launched a governance page on our decisions and opinions to the CEO website, on which we post an annual advantage of our company) governance report, the Board structure, Reports Appoints and details of our founding shareholders. The webpage also contains information Management on all of the applicable governance 04 An overview An overview 05 du corporate governance report 2012 2. Share dealing 2.1 Share Dealing Policy • Any other information that our company’s management may Scope of the policy determine to be price-sensitive The Share Dealing Policy applies to all information. individuals working for us or any of our subsidiaries, at all levels and grades b. Establish a framework for our including, members of the Board of employees to adhere to when dealing in Directors, Executive Management, senior the company’s shares managers, and other employees (including permanent employees, contractors and c. Set out the consequences of failure to trainees). Third parties who gain access adhere to this policy to price-sensitive information (whether by reason of a contractual relationship with 2.2 Trading Restrictions our company or any of its subsidiaries, or During the closed periods, Directors, a personal relationship with an employee) Executive Management and other should also be made aware of this policy. employees are not allowed to deal, directly or through others, in shares of The purpose of the policy is to: our company (or of any of its subsidiary or affiliated companies) irrespective of a. Educate our Directors, Executive whether or not they are in possession of Management and other employees unpublished price-sensitive information. (including permanent employees, contractors and trainees) on the illegality a. A closed period is the 15-day period of insider dealing and tipping, i.e. dealing preceding any of the following: in our company’s shares - either directly or through others - whilst in possession of • Our company’s General Assemblies unpublished price-sensitive information, (including the Annual General Meeting such as: and any Extraordinary General Assembly); • Annual and interim financial results of • The announcement of any our company before they are unpublished price-sensitive made public; information; and • Information about our company’s • The announcement of yearly, half- forecasts and trading prospects; yearly and quarterly financial results • Dividends the Directors propose in: to declare and any changes to the c. All applications to deal in our shares d. An applicant cannot proceed with a We continue to adhere to - April; international best practice dividend policy; must be made through our Company proposed transaction until he or she - July; guidelines, as well as • Expansion plans, including entrance Secretary’s office using the Share Dealing receives written confirmation of such - October; and meeting the guidelines of into new markets or the introduction Consent Form or through our company’s consent through our Company Secretary. - February. the DFM and ESCA. of new technology; internal, online portal for staff. The form • Strategic alliances or any proposed must state the number of shares that the e. Any employee joining our company must b. Any proposed dealings in our mergers or acquisitions; applicant proposes to buy or sell and the disclose any shareholding in our company company’s shares at any time by an • Corporate restructuring programmes; proposed date of the transaction. The that they may have. Furthermore, employee requires consent from: • Significant changes in the nature of applicant must also confirm that he or she Directors and Executive Management must our company’s business; is not in possession of unpublished price- inform the Company Secretary of their • The Chairman of the Audit Committee • Disposal of any shares of our sensitive information. After the transaction shareholding in our company annually. in the case of dealings by any Director company by a significant shareholder; has been completed, the applicant must and the CEO; • Changes to the Board of Directors’ promptly (and in any event no later than f. The Audit Committee will be responsible • The Chairman of the Board of structure or members of the Executive four days from receiving that confirmation) for reviewing this policy at least annually Directors in the case of dealings by Management; notify our Company Secretary’s office - and shall report to the rest of the Board on the Chairman of the Audit • News concerning our company’s using the Share Dealing Completion Form its activities under this policy. Committee; and services, such as regulatory - that the share dealing has taken place. • The CEO in all other cases. approvals or licensing deals; • A potential dispute which may result in significant litigation; and 06 Share dealing Share dealing 07 du corporate governance report 2012 du corporate governance report 2012 3. Board of directors Our commitment to 3.1 Structure Company have the right to jointly appoint Jassem 2006 Non-executive Investment