UAE – Securities and Commodities Authority

UAE – Securities and Commodities Authority – Public Joint Stock Companies (PJSC’s) Corporate Governance Guide – 2020. Covering:

Article (1) – Guide Approval

Article (2) – Cancelation of Conflicting Provisions

Article (3) – Decision Publication and Application

Chapter (1) – Introductory Provisions

Article (1) – Definitions

Article (2) – Guide Principles and Objectives

Article (3) – Scope of Guide Application and Validity

Article (4) – Responsibility for Implementing the Corporate Governance Guide

Article (5) – Publishing of the Company Certificate of Incorporation and Articles of Association

Chapter (2) – Board

Article (6) – Board Formation

Article (7) – Board Chairman

Article (8) – Board Secretary

Article (9) – Controls for Nomination for Board Membership

Article (10) – Terms of Nomination for Board Membership

Article (11) – Declaration of Interest

Article (12) – Induction, Training and Board Evaluation

Article (13) – Board Responsibilities

Article (14) – Board Obligations

Article (15) – Duties of the Board Chairman

Article (16) – Obligations of the Board Member

Article (17) – Non-Executive Board Member Obligations

Article (18) – Convenience Standards

Article (19) – Lack of Board Member Independence

Article (20) – Sole Liability of Board Members

Article (21) – Board Member Position Vacancy

Article (22) – Dismissing or Removing a Board Member or Executive Management

Article (23) – Board Meeting

Article (24) – Holding Board Meeting via Modern Technology

Article (25) – Board Decisions by Passing

Article (26) – Minutes of the Board Meetings

Article (27) – Delegation of Administration

Article (28) – Seeking Advice from an External Advisory

Article (29) – Remuneration of the Board Chairman and Members

Article (30) – Gifts

Article (31) – Confidentiality of Data and Information

Chapter (3) – Conflicts of Interests

Article (32) – Management

Article (33) – Insiders Register

Article (34) – Transactions with Related Parties

Article (35) – Transactions fall under Company Business Nature

Article (36) – Related Parties Record

Article (37) – Company Disclosure of Related Party Transactions

Article (38) – Related Party Disclosure

Article (39) – Access to Transactions Concluded with Related Parties

Chapter (4) – General Assembly

Article (40) – General Assembly Meetings

Article (41) – The Invitation to the General Assembly Meeting

Article (42) – Record of General Assembly Meeting Minutes

Article (43) – Term of the General Assembly Delegation to the Board

Article (44) – General Assembly Meeting Arrangements

Article (45) – Listing an Item in the General Assembly Agenda

Article (46) – Issuance of a Special Resolution

Article (47) – Implementation of the Resolutions of the General Assembly

Chapter (5) – Rights of Shareholders and Stakeholders

Article (48) – Shareholder Rights

Article (49) – The Required Controls to Ensure Shareholders’ Practice of their Rights

Article (5) – Distribution of Profits

Article (51) – Investor Relations

Article (52) – Stakeholders’ Relationship Management

Chapter (6) – Board Committees

Article (53) –

Article (54) – Dual Governance Structure

Article (55) – Control Committee

Article (56) – Executive Committee

Article (57) – Cooperation between the Control Committee and the Executive Committee

Article (58) – Permanent Committees

Article (59) – Nomination and Reward Committee

Article (60) – Audit Committee

Article (61) – Duties of the Audit Committee

Article (62) – Audit Committee Meetings

Article (63) – Risk Committee

Article (64) – Technology Committee

Article (65) – General Provisions for Committee Meetings

Chapter (7) – Risk Management, Compliance and Internal Audit

Article (66) – Risk Management and Internal Auditing

Article (67) – Risk Management

Article (68) – Internal Auditing

Article (69) – Compliance Officer

Article (70) – External Auditing and Auditor Selection

Article (71) – Auditor Duties

Article (72) – Prohibitions of Auditors

Article (73) – Consultancies and Works Authorised to the Auditor

Chapter (8) – Governance Disclosure

Article (74) – Information Disclosure and Transparency

Article (75) – Board Disclosure

Article (76) – Disclosure of Integrated Report

Article (77) – Corporate Governance Information

Article (78) Provision of Additional Information and Data

Chapter (9) – General Provisions

Article (79) – Subsidiary Governance

Article (80) – Company Capital Increase

Article (81) – Corporate Social Responsibility

Article (82) – Breach of Guide Provisions