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. 04 An overview An overview 05 du corporate governance report 2013 du corporate governance report 2013 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. 06 Board of directors Board of directors 07 du corporate governance report 2013 du corporate governance report 2013 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