Governance

Corporate Governance

The corporate governance has witnessed an overwhelming interest and has become one of indispensable substantial requirements for the public joint stock companies. Thus, e& pioneered in adopting effective governance criteria and measures and is now running its different operations with an integrated system of policies and mechanisms that aim to achieve transparency and to ease and accelerate the achievement of its operations while keeping pace with the fast growing developments in the telecommunications industry.

The Company, in developing policies and mechanisms through which it works, took into account the legislations in force in the UAE, especially the Resolution of Securities and Commodities Authority Chairman No. (3/Chairman) of 2020 concerning Approval of Joint Stock Companies Governance Guide in addition to best international governance practices that are compatible with the said SCA resolution.

The General Assembly

The General Assembly of the Company is in charge of all the matters related to the Company as stipulated in the Company’s Incorporation Law and in its Articles of Association, and is, particularly including but not limited to, entrusted with approving the Annual Report on the Company’s activities, the Company’s financial position during the preceding financial year, appointing external auditors and setting their fees and approving their reports as well as discussing and approving the balance sheet and the profit and loss accounts for the previous year. The GA also has the power to approve the Board of Directors’ recommendations with regard to dividend pay-outs and bonus shares, if any.

The General Assembly is vested with the authority to elect the Board Members who are not appointed by the Government Shareholder (Emirates Investment Authority “EIA”) and to review and set Board members’ remunerations. The General Assembly is the authority that absolves Board members and external auditors of liability.

Board of Directors

The Board of Directors (“the Board”) is the authority that enjoys all the powers required for carrying out Etisalat business, except those reserved by Law or Etisalat Articles of Association for the General Assembly.
The Board of Directors comprises of eleven members. The Government Shareholder (Emirates Investment Authority “EIA” or any other body constituted as government representative in the Company by virtue of a Cabinet Resolution) has the right to appoint 7 Board Members in proportion to its shareholding in the Company while the remaining 4 Board seats are filled by members elected by other shareholders at the General Assembly.

The Board of Directors of e& has a flexible and streamlined management system that facilitates the undertaking of its duties. This system is based on sub-constituting three Board Committees namely: Audit Committee, Nominations & Remunerations Committee and Investment & Finance Committee. An essential role is being played by each Committee in assisting the Board to effectively assume its roles & responsibilities of running the Company.

Board Committees

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The Audit Committee

The AC consists of four members and it assists the Board of Directors in the matters related to monitoring the integrity of e&’s financial statements, the effectiveness of the internal audit and compliance functions.

The Committee also oversees the performance and independence of the external auditors and recommends their appointment or service termination to the Board. In fulfilling its role, the Audit Committee maintains free and open communications with the Board, the external auditors, the internal auditors, and the senior members of the finance department of e&.

The Audit Committee meets not less than once every three months. Below are the Committee members:

- H.E. Mansoor Ibrahim Ahmed Al Mansoori- Committee Chairman
- Sheikh Ahmed Mohd Sultan Al Dhahiri- Member
- Mr. Saleh Abdulla Ahmed Saeed Alabdooli- Member
- Mr. Salem Al Dhaheri- External Member

The Nomination and Remuneration Committee

The NRC consists of four members and it assists the Board in its duties pertaining to organizational structure, Board and staff related matters, remunerations, nominations to OpCos’ Boards, etc.

Whereas the Company’s cadre is deemed fundamental for the Company’s advancement and for achievement of its targeted goals, the Committee assumes setting the policies which define Etisalat requirements of talents at the levels of Executive Management and staff as well as setting the policies pertaining to the remunerations, incentives and salaries of the Executive Management and staff of the Company in a manner that ensures meeting the Company’s objectives and that is commensurate with its performance.

The Committee is also responsible for organising and administering the nominations for the Board Directorship. Further, it constantly ensures meeting the independence requirements by the independent Board members and reports to the Board of Directors in the event that one of the independent Board members loses his/her independence capacity.

The Committee convenes periodically and whenever necessary. Below are the Committee members:

- Mr. Michel Combes- Committee Chairman
- H.E. Essa Abdulfattah Kazim Al Mulla- Member
- H.E. Mansoor Ibrahim Ahmed Al Mansoori- Member
- Mr. Abdelmonem Bin Eisa Bin Nasser Alserkal- Member

The Investment and Finance Committee

The IFC consists of five members and it assists the Board in its duties pertaining to the investments, the financial matters, etc. that are fundamental for the Company’s success.

e& is one of the major companies investing in the telecom industry and has shareholding in many companies such as Maroc Telecom, Etisalat Misr, Mobily and many other companies. This necessitated the Board to constitute such a Committee to assist it in undertaking its duties pertaining to Group’s investments along with other financial matters that are fundamental for the Company’s success and progress.

The Committee convenes at least six meetings per year. Below are the Committee Members:

- H.E. Jassem Mohamed Obaid Bu Ataba Alzaabi- Committee Chairman
- Mr. Hesham Abdulla Qassim Al Qassim- Member
- Mr. Michel Combes- Member
- Mr. Saleh Abdulla Ahmed Saeed Alabdooli- Member
- Mr. Khalid Abdulwahid Hassan Alrustamani- Member

The Risk Committee

The Risk Committee consists of four members of the Board, and it is responsible for developing, monitoring, implementing and reviewing the risk management strategy and policies.

The Committee also identifies and maintains the acceptable level of risks, supervises the risk management framework and evaluates its effectiveness. Further, it provides guidance to the management in risk related matters and obtains assurance from the management and the internal audit that the risk processes and systems operate effectively with appropriate controls and in compliance with approved controls.

Moreover, the Committee submits reports and recommendations to the Board on risk related matters, ensures the availability of adequate resources and systems for risk management and verify that the risk management personnel are not part of the activities that would expose the Company to risk. The Committee also reviews the matters raised by the Audit Committee that may affect the Company risk management.

The RC meets at least once every three months. Below are the Committee members:

- Mr. Hesham Abdulla Qassim Al Qassim- Committee Chairman
- H.E. Essa Abdulfattah Kazim Al Mulla- Member
- Ms. Mariam Saeed Ahmed Ghobash- Member
- Mr. Otaiba Khalaf Ahmed Al Otaiba- Member

Governance Reports

The governance report is one of the most important platforms for transparency and interaction with the pubic given the fact that the governance is embodied in an array of rules and measures under which the Company is run and controlled and it regulates the relations between the Board of Directors, executive management, shareholders and other stakeholders.