Corporate Government Updates issued by the securities And Commodities authority for listed joint stock companies In the UAE

Setting the context

1. The Securities & Commodities Authority (SCA) has updated Joint Stock Companies Governance Guide (Guide) w.e.f. 16 January 2024
2. The Corporate Governance framework as laid out in the Guide complies with the international standards in terms of defining the (i) responsibilities / duties of the members of board of directors and executive management (ii) rights of shareholders / stakeholders and their supervision, agency towards achieving the company sustainability
3. This publication includes key updates across Internal controls, Risk management, Compliance & other corporate governance requirements

Overview

This section provides key takeaways across internal controls, risk management, compliance and other related corporate governance requirements, highlighting the pre-revised requirements & amendments. Accordingly, companies are required to assess, develop and enhance their existing practices, to comply with these requirements.

01.Assess

02.Maintain

03.Develop

04.Enhance

Key updates

Refer table in the PDF

Overview Other corporate governance updates

a. Board responsibilities / obligations enhanced [Article 13(5) ,14(3)(A)]

b. Duties of the Board Chairman [Article 15(20)]

c. Transactions with related parties [Article 34(1)]

d. Disclosure of transactions which are under Company business nature / non-RPTs [Article 35]

e. General Assembly Meeting via Modern Technology [Article 40 / Bis]

f. Composition of permanent committees of the Board (NRC & AC) [Article 58(2)]

g. Nomination and Reward Committee – expertise & competence [Article 59]

h. Prohibited acts of the Auditor [Article 72]

i. Disclosure of integrated report [Article 76(1) & (3)]

Management considerations

1. Amendments to the existing Articles of association (AOA). AOA to indicate the method of calculating the remuneration for members of the Board of Directors (including fixed remuneration), updated board commitments, categories of Board Members etc.
2. Update to Board & Board Committee Charters in respect of enhanced roles & responsibilities including setting up internal control & risk management framework
3. Annual reports – preparation & updated disclosures required
4. Enhanced focus on ensuring transparency & independence to avoid any conflict of interest in operations of the Company, specifically in respect of Board, management roles & duties and related parties

Annexure: Overview- SCA amendments

Refer table in the PDF