The structure of Dubai Group requires detailed corporate governance rules to ensure external parties understand the way Dubai Group operates and it is accepted that corporations embracing an appropriate governance structure will enjoy recognition and respect as a world-class player.

Foreign employees, the association with partners, consultants and suppliers whose remuneration is based on performance, require that Dubai Group provides credible and audited annual numbers. The calculation of bonuses and fees are acceptable only if based on audited results, and hence the existence of a Risk and Audit Committee as well as a Remuneration and Nomination Committee is critical to the governance structure.

The complexity of multiple geographical operations requires analysis of the world, discussions on possibilities, and alternatives and strategic revisions. The Working Strategy Committee is a forum where these issues are reviewed, opportunities evaluated, and decisions made for the Group to respond in the appropriate fashion.

As Dubai Group is a private company, we do not issue results. However, we do have exposure to the international press, and hence, our corporate governance includes a framework for the management of external communications.

• MAIN PRINCIPLES OF THE DUBAI GROUP CORPORATE GOVERNANCE.

  The corporate governance rules established by the Dubai Group Board of Directors support our ambitions for the company. We are committed to growth in the field of financial services and more specifically, in the areas of banking, investments and insurance. As part of the corporate governance rules, Dubai Group has set out its code of conduct and this document has been circulated among the employees.

  The principles behind the way the company operates are as follows:

  The Board of Directors

  Dubai Group has a two-tier board structure consisting of the main Board of Directors (the "Board"), representing the Shareholder, and the Supervisory Board responsible for controlling management performance and overseeing the development of the activities and strategy of the company. The Board is the ultimate decision-making body, except for the powers reserved to the Shareholder(s) by law, or as specified in the Memorandum of Association. The Supervisory Board acts as advisor to the Board for decisions on the company’s strategy, its long-range plan and all major investments and divestments.

  The Executive Chairman and Chief Executive Officer as well as members of the Supervisory Board must be approved by the Shareholder. Members of the Supervisory Board are appointed to the Risk and Audit Committee, Working Strategy Committee, Remuneration and Nomination Committee and Investment Committee (collectively, the "Committees").

  The existence of the Committees does not lessen the responsibility of the Supervisory Board as a whole. Decisions by the Committees are considered as proposals and are subject to ratification by the Supervisory Board (except as stated otherwise in this document). Similarly, the Supervisory Board retains final authority in relation to specific mandates which it may from time to time entrust to particular directors.

  The Board is responsible for regular communication with the Shareholder.

  The Executive Chairman of Dubai Group chairs the Supervisory Board. The Executive Chairman represents the Supervisory Board to the Executive Committee (as described below) through the Group Chief Executive Officer.

  The Group Chief Executive Officer is in charge of the company’s day to day management. He has direct operational responsibility for the entire company and chairs the Executive Committee. He reports to the Supervisory Board and keeps the Executive Chairman informed of particularly significant operational activities.

  The Executive Committee is the decision making body on all major issues affecting the company which are not reserved to the Supervisory Board. The members of the Executive Committee are the Group CEO, the CEOs of the main subsidiaries, as well members of the Dubai Group corporate office. The Executive Committee acts in accordance with the principles determined by the Supervisory Board and under its control.

  The Corporate Secretary provides administrative assistance to the Executive Chairman and Supervisory Board members. He organizes and attends Supervisory Board meetings, taking responsibility for venues, logistics and the adequacy of information. The Corporate Secretary drafts the minutes for approval by the Executive Chairman. The Corporate Secretary function could be carried out by a Managing Director of the corporate office for reasons of efficiency.

• THE SUPERVISORY BOARD OF DIRECTORS

  Powers and responsibilities

  The Supervisory Board has access to any and all documents in the company and has the power to raise any questions which it considers appropriate, and has the following exclusive powers and responsibilities:

  • To approve Dubai Group’s strategy recommended by the Group CEO and to oversee the company’s principle objectives
  • To appoint and dismiss the Group CEO
  • To appoint and dismiss members of the Audit Committee
  • To appoint and dismiss members of the Risk and Audit Committee
  • To appoint and dismiss members of the Working Strategy Committee
  • To appoint and dismiss members of the Investment Committee
  • To assume ultimate responsibility for the control of Dubai Group’s activities working with the Group CEO to ensure that the management team develops appropriate, adequate and cost effective internal controls
  • To provide the consolidated financial statements, examine the financial position of any Dubai Group subsidiary and present to the Shareholder the clear and complete evaluation of the company’s financial situation submitted by the Group CEO
  • To decide on material long-term financial transactions
  • To determine the budget and investment plans
  • To approve capital investment/divestment exceeding USD50million

  The functioning of the Supervisory Board

  The Supervisory Board meets regularly and as frequently as required by the company’s interests. Normally this would involve a minimum of four meetings a year.

  The Supervisory Board is a collegial body, which means that all decisions need to be taken by the Supervisory Board as a whole. All decisions are by simple majority although unanimity will always be sought in the first instance. Each Director has one vote and in the event of a tie, the Executive Chairman has a casting vote.

  The quorum for meetings is no less than three members being present or joining by conference call.

  At the Group CEO’s request, any subsidiary CEO or member of the management team can be invited to attend the whole or any part of a Board meeting on a specific agenda point.

  The status of directors

  Dubai Group is committed to a policy of majority external independent directors. A minimum of three independent directors exercising significant influence on Dubai Group policy is required, specifically chosen for their particular professional expertise. The directors are appointed “pro persona” and not as representative of any organization they are associated with. The Executive Chairman recommends for approval the fees for directors.

  Information for directors

  Directors have access to all corporate information needed to fulfill their fiduciary duties. The Corporate Secretary is available to supply the requested information. If directors ask for personal information regarding any Dubai Group employee, it is available through the relevant CEO or Human Resource Director within the limits of privacy legislation and at the Chairman’s discretion.

  Any Director who believes that the Supervisory Board needs advice from counsel, external auditors or other independent advisors may make a case to the Chairman, and the Chairman may verify with the corporate secretary whether relevant advice already exists.

• EXECUTIVE CHAIRMAN

  Appointment

  The Board appoints the Executive Chairman

  Powers and responsibilities

  The Executive Chairman is vested with the following powers and responsibilities which he exercises in conjunction with the Group CEO, taking note of the CEO recommendations:

  • To oversee all external means of communication (for example, press releases, the annual report, reports to credit institutions and media interviews(it being understood that communication on behalf of Dubai Group to the outside world is reserved to the Chairman and Group CEO, with the right of delegation)
  • To determine the general corporate structure of the company
  • To appoint and dismiss the subsidiary CEOs
  • For key subsidiaries, Joint Ventures and affiliates, to nominate the statutory auditors and directors to represent Dubai Group with the approval of the Shareholder(s) of the Joint Venture company concerned
  • To determine the policies required by Dubai Group’s strategy and principle objectives
  • To determine the budget and investment plans and approve investments up to USD50million
  • To approve the opening, closing or moving of facilities, registered offices or operating sites, either complete premises or important parts
• CHIEF EXECUTIVE OFFICER

  Appointment

  The Board appoints the Group CEO

  Powers and responsibilities

  The Group CEO reports directly to the Executive Chairman of the Supervisory Board.

  The Group CEO is vested with the following powers and responsibilities:

  • To manage the company’s operations in the broadest sense, responsible for the day to day management of Dubai Group and represents the company to third parties on these issues
  • To oversee the organization and efficient day to day management of subsidiaries, affiliates and joint ventures by the Group
  • To chair and moderate the Executive Committee
  • To establish the agenda of the Executive Committee, submitting to the committee all issues requiring its proposal for decision
  • To have the deciding vote at the Executive Committee in the event of a tie
  • To report to the Supervisory Board on his own behalf and that of the Executive Committee and to supply the Supervisory Board with all the information it needs to fulfill its supervisory and control functions
  • To submit to the Board all matters which require the Board’s approval
  • To make recommendations to the Board on strategy and on relevant issues
  • To be responsible for the preparation, implementation and outcome management of the Supervisory Board or Executive Committee decisions on corporate development, allocation of financial resources, and investment or divestment of assets
  • To propose to the Nomination and Remuneration Committee the level of senior management (Executive Chairman, Group CEO, Subsidiary CEOs and direct reports to Group and Subsidiary CEOs) salaries, bonuses and other instruments of employee rewards
  • For positions below CEO and senior management, to determine salaries and bonuses under the rules established by the Executive Committee
  • To delegate to the CEOs if he so decides, the determination of salaries and bonuses for their own personnel, under the rules established by the Executive Committee
• EXECUTIVE COMMITTEE

  Membership and functioning

  Members are the Group CEO, who takes the Chair, the main subsidiary CEOs and senior management at Group corporate. The Executive Chairman may attend the Executive Committee meetings.

  The Executive Committee meets regularly, at least once a month and minutes are approved by The Group CEO.

  Powers and Responsibilities

  The Executive Committee has the following powers and responsibilities:

  • To review business activity and decide short-term financial transactions and the management of short-term funds
  • Creation of subsidiary companies included in approved budgets
  • To carry out the decisions of the Board including execution of approved strategies
  • To appoint and dismiss all executives other than the Group CEO and subsidiary CEOs
  • To determine each year the rules and order of magnitude for changes in company compensation
• NOMINATION AND REMUNERATION COMMITTEE

  Membership and functioning

  The Board shall appoint members from among the directors, including independent directors as well as the Dubai Holding Head of HR. Ex-officio members are the CEO and Executive Chairman of the Supervisory Board. The committee meets regularly and is chaired by an independent Director.

  Powers and responsibilities

  The committee makes recommendations to the Board and assists with all its decisions on the management of human resources. Among the committee’s other tasks are:

  • To monitor the performance of Dubai Group management team in reaching corporate goals and maintaining the company’s public standing
  • To monitor high potential junior executives in terms of current levels of competence and future succession planning
  • To monitor and apply local rules and regulations governing employee remuneration and pensions in countries where the company operates, with the help of information updates from the management team
  • To consider using consultants and approve the conditions of their engagement
  • The remuneration and nomination committee submits to the Supervisory Board for approval, the remuneration package for the Group Chairman, CEO, subsidiary CEOs and senior management
  • The company‘s long term incentive plans if any, are proposed and the levels of individual participation are proposed by the Group CEO
  • The Chairman of the committee and the Group CEO shall once a year obtain independent information from industry experts on current remuneration levels and benefit packages in relevant industries. The committee shall be informed of the overall compensation paid to management and the rest of the company’s personnel
• WORKING STRATEGY COMMITTEE

  Membership and functioning

  The Supervisory Board appoints committee members from among the Directors including independent Directors. The committee is chaired by the Group CEO and ex-officio members will include the Corporate Secretary and designated senior management from Dubai Group corporate office. Subsidiary CEOs may be invited to attend meetings when needed for the discussion of specific subjects.

  The committee meets regularly (at least four times a year) and on an ad hoc basis when strategic considerations require it.

  Powers and responsibilities

  The committee analyses all relevant factors and prepare recommendations to the Board on:

  • Overall Dubai Group investment and corporate strategies
  • Major investments and divestments
  • Competitive and peer company analysis and interpretation
  • General economic analysis and studies whenever Dubai Group businesses may be affected
• RISK AND AUDIT COMMITTEE

  Membership and functioning

  The Board appoints the members of the committee, which is chaired by an independent director designated by the Supervisory Board who acts as the delegate of the Chairman. Other independent members of the committee include the Dubai Holding Heads of Audit and Risk. Ex-officio members are the Group CFO and Corporate Secretary. The CEO, members of the Dubai Group management team and Dubai Group’s statutory auditors may be invited to attend meetings when needed.

  The committee holds as many meetings as necessary, with a minimum of four a year.

  At the request of the statutory auditors or the Dubai Holding Head of Audit, or if so decided, the committee may meet without members of the management team being present.

  The Corporate Secretary acts as secretary for the regular meetings however, for these private executive sessions, a member of the Board will keep the minutes.

  After each meeting, the Supervisory Board will be promptly informed of discussions, recommendations and decisions, through the circulation of minutes.

  Powers and responsibilities

  The committee shall assist the Board in its responsibility for control of the company. It is entitled to review information on any point it wishes to verify, and is authorized to acquire such information from any company employee. It is also authorized to obtain independent advice, including legal advice, if this is necessary for an inquiry into any matter under its responsibility. The Chairman is entitled to call on the resources which will be needed for this task.

  The policies and procedures of the committee are flexible, to allow it to respond in a timely way to the needs of a professional environment in constant change.

  The particular responsibility of the committee is for the following:

  To present recommendations to the Board on:

  • The appointment of the statutory auditor, and the scope of the mandate
  • The annual consolidated financial statements
  • All changes in accounting policies and practices relating to International Accounting Standards as they are or may be required for the company or any of its subsidiaries
  • Management decisions and accounting forecasts
  • Significant adjustments after audit
  • Any questions that the statutory auditors wish to raise in the absence of members of management

  In relation to internal and external auditors:

  • To ensure the independence within the company of the internal audit function
  • To define with Board approval, the structure of the internal audit and the annual scheduling of audits
  • To analyse the comments and proposals of internal audit relating to the internal audit system as well as management feedback on how the system is working
  • To analyse the way the company’s auditors both internal and external, work together so as to cover all alternatives, avoid redundant tasks and make an efficient use of auditing resources
  • To analyse the risks or significant commitments of the company and evaluate the steps management needs to take to minimize vulnerability
  • Compliance with the company’s code of conduct
  • Legal and regulatory issues
  • Violation of national or international law
  • To analyse the debt position of the company and put to the Board any financing or refinancing proposals from the Group CEO talking account of the debt structure, off-balance sheet financing, short and long-term liquidity
  • To analyse the proposals submitted by the Group CFO and the corporate secretary relating to the legal and tax structures of the company before recommending their adoption by the Board
  • To analyse the business risk review
  • To analyse the findings resulting from the code of conduct compliance process
• INVESTMENT COMMITTEE

  Membership and functioning

  The Supervisory Board appoints the members of the committee which is chaired by the Executive Chairman. The Group CEO acts as Deputy Chairman and other members include all independent directors. All decisions follow the rule of simple majority although unanimity will always be sought in the first instance. Each member has one vote and in the event of a tie, the Executive Chairman has a casting vote.

  All meetings are chaired by the Executive Chairman or in his absence, the Deputy Chairman.

  The quorum for meetings is no less than three members being present or joining by conference call.

  The committee holds meetings as and when required.

  Powers and responsibilities

  To approve investments and disposal of investments exceeding USD50million falling outside the discretionary portfolio framework.

• Corporate Governance
• Code of Conduct