1. The Company shall be managed by a board composed of not less than seven (7) and not more than nine (9) members, including the chairman and the vice-chairman. Members of the Board may be appointed or dismissed by the Authority, unless the Company’s shares are offered for subscription, in which case, the Board shall be appointed by General Assembly as per the ownership in the share capital of the Company. The tenure of the Board shall be three (3) years. 

2. The General Assembly may take decision to dismiss all or any of the Board members elected by the shareholders. In such case, the General Assembly shall elect new members. In case any Board member is dismissed, he/she shall not be reelected for Board membership before the elapse of three (3) years from the date of the dismissal resolution.

3. The General Assembly may appoint a number of independent members with experience in the Board, provided that the total number of independent members shall not exceed one third of the Board members.

4. Each member of the Board, including the Chairman, whether appointed by the Authority or elected by General Assembly, shall fulfill standards determined by the nomination and remuneration committee.

5. A Board member shall not, in his/her personal capacity or as a representative of a corporate entity act as a member in more than five joint stock companies incorporated in the Country, nor act as chairman or vice-chairman for more than two joint stock Companies incorporated in the Country, nor to act as managing director for more than one company incorporated in the Country.

6. The chairman and the majority of Board members shall be holders of the UAE nationality. In case such percentage of national citizen members decline below the limit required as per this article, the shortage shall be remedied within (3)  three months, otherwise all Board decision taken after the said period shall be void.

7. Each member of the Board shall hold his/her post for the tenure of the Board unless otherwise removed, replaced, dismissed or resigns. Also, his/her membership may be renewed for any one or more similar terms.

8. In case any director position becomes vacant, the Board may appoint another person to fill the vacancy, provided that new member shall hold his/her post for the remaining tenure of his/her predecessor. Such appointment shall be presented before the first General Assembly held after the appointment, which may approve the appointment or elect another member. 

9. In case of vacancy in the post of a Board member appointed by the Authority, the Authority has the right to appoint a replacement, who shall carry his/her duties until the expiry of his/her predecessor’s tenure.

10. In case the majority of elected Board positions become vacant, the remaining members shall call for General Assembly to convene within thirty (30) days of the last vacancy date, to elect members to fill vacant positions, provided that the selected members remain in such position until the expiry of the said Board tenure.

11. In case the Board tenure expires as per this article, the expired Board shall remain active and shall continue in carrying out its duties until the issuance of the resolution forming the new board.