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Article (4) Board of Directors Formation

When forming the BODs of federal entities:

1. The BOD chairman and members of the shall be appointed pursuant to a resolution issued by the competent authority, to assume supervision of the federal entity, direct it, and exercise the powers assigned to the Board.

2. The BOD shall consist of an appropriate number of members, not less than (5) five members and not more than (13) thirteen members, including the BOD Chairman and deputy thereof, in order to achieve the objectives and powers assigned to the Board in all efficiency and effectiveness with excluding federal entities whose establishment law stipulates otherwise.

3. A vice-chairman shall be appointed to replace the chairman in the event of absence thereof or if his position becomes vacant for any reason. The vice-chairman shall be appointed by election by the BOD members by a majority vote of the members at the first meeting held by the Board, in accordance with the provisions of this resolution. This is unless he is appointed by the competent authority in the resolution to form the BOD.

4. When appointing the BOD members of federal entities, the importance of diversity in the experiences and skills of BOD members shall be taken into account to lead and supervise the strategic direction of the entity.

5. It is proposed that the BOD include at least a member of women leaders, and a member of the qualified Emirati youth who shall not be older than thirty-two (32) years when appointed to the BOD membership, who shall be nominated by the Cabinet General Secretariat. Taking into account the change of the youth representative when restructuring the BOD, in order to enhance the goals of involving youths in the federal entities BODs, and to provide room for the largest number of youths to experience and empower them.

6. The entity official or an employee of the executive management may not be a BOD member, however, they may be a member of the sub-committees – except for the Audit and Risk Committee. They may also attend BOD and subcommittees meetings to discuss or provide an intervention or presentation on the topics on the meeting agenda, upon invitation from the BOD Chairman or the Sub-committee Chairman.