Members of the Board shall not have personal liability in relation to the Company’s commitments in the course of practicing their duties as Board members save in the event(s) of exceeding the limits of their duties or authorities.

 

Members of the Board shall not have personal liability in relation to the Company’s commitments in the course of practicing their duties as Board members save in the event(s) of exceeding the limits of their duties or authorities.

1. The Board shall, based on its chairman’s nomination, appoint the Company’s chief executive officer (CEO), who may not be a member of the Board, and determine his authorities, recruitment terms and conditions, remuneration and other benefits (in coordination with the nomination and remuneration committee). The Board may also elect a managing director (MD) who shall not be the CEO or general manager of any other company.

2. The CEO shall be responsible for the Company’s management with the necessary authorities to carry out, on behalf of the Company, all the business affairs and actions required to fulfill the Company’s business interest. The authorities entrusted to the CEO shall not be limited save as required by Company’s articles of association or its Board resolutions. Furthermore, the CEO shall assume the following duties:

   a. Carry out and implement the resolutions and general policies adopted by the Board; 

   b. Manage the Company’s affairs, develop its work systems, and follow up their implementation; 

   c. Prepare, develop and present the strategic and operational plans of the Company before the Board for approval, and follow-up on the implementation thereof. 

   d. Prepare the Company’s interim balance sheet and provide the required reports and details to present it to the Board; 

   e. Represent the Company in its relationship with any third party and before any judicial authority by delegation from the chairman; 

   f. Prepare final account statement and present it to the Board; 

   g. Sign on behalf of the Company, within the limits approved by Company’s regulations and the Board resolutions;

   h. Prepare the periodic reports related to the Company’s business progress and present it to the Board;

   i. Sign articles of association of any company incorporated or subscribed for by the Company and represent the Company in all General Assembly and partners’ meetings in the capacity of the Company’s representative as partner; 

   j. Follow-up on the implementation of observations and feedback from the internal auditing division and Auditors of the Company; and

   k. Any other duties assigned by the Board from time to time.

1. In case any member fails to attend three consecutive meetings, or five meetings during the Board term, without a valid justification accepted by the Board, such member shall be deemed resigned.

2. The membership of any member of the Board shall be deemed expired for any of the following situations:

1. The Board meeting shall not be considered valid, unless all of its members are invited to attend and with the attendance of their majority.

2. A member is considered present, if he/she attends personally or through any modern communication means.

3. A member may proxy any other member to attend and vote on their behalf. In such case, the attending member shall have two votes, provided that each member cannot represent more than one member. The number of attending members shall not be less than half of the number of Board members. 

4. Remote voting is not allowed. The proxy member shall vote on behalf of appointing member in accordance with the proxy provided thereto.

5.The Board resolutions shall be issued by the majority of the attending and proxy members. In case of any tie, the Chairman’s shall have a casting vote.

6. The Board may issue a resolution by circulation and without the need for meeting in accordance with terms and procedures approved by the Board.

7. Notwithstanding any regulations approved by the Board, the Board secretary shall take the minutes for all meetings. The minutes shall be signed by all attending members and secretary of the Board. Objecting members have the right to record his/her objection in minutes of meeting. Signatories on minutes shall be responsible for the accuracy of minutes’ contents.

8. The member who has any common or conflicting interest related to any business presented before the Board for discussion and approval shall notify the Board with such conflict and records it in the minutes of the meeting. The member with the conflicting interest cannot vote on the conflicting item.

9. Should a member fail to notify the Board according to sub-article (8) of this article, the Company or any shareholder may approach the competent court to repeal the related contract or order the defaulting member to transfer any benefit or profit generated by such transactions to the Company.

10. The Board shall develop the necessary mechanism to avoid any conflict of interest and ensure disclosure in accordance with the provisions of sub-article eight of  this article

1. The Board shall hold a minimum of four (4) meetings within a year. However, the chairman is required to call the Board to convene upon the request of at least two of the Board members.

2. The Board meetings shall be held at Company’s main office, unless otherwise determined by the Board.

3. The Company shall simultaneously send a copy of each invitation it sends to the Board members, to attend any Board meeting or Board committee meeting, to the Authority along with all the necessary information and documents provided to the Board members.

1. The Board shall have all authorities and powers required to manage Company’s business affairs, to act on behalf of Company, with necessary powers to draw Company’s policy to be followed to achieve its objectives. Board has the right to assume and carry out all necessary authorizations, including for example, without limitation: 

1. The Board may form one or more committees, from its members, or any third party, provided that the majority of any committee’s members shall be members of the Board. The Board may assign any of its authorities to the formed committee(s) or entrust formed committee(s) to monitor the Company’s progress and execution of Board resolutions. Committees shall be formed in accordance with the procedures set by the Board, which shall include specifying the assignments of each committee, its term, the authorities granted thereto and the compensation package of its members.

2. Among the committees that the Board may form, without limitation, “nomination and remuneration committee”, “audit committee”, in addition to any other committee created by the Board to support the Board’s duties, or as required by applicable laws and regulations. Each committee shall carry out its duties according to the committee’s own charter as approved by the Board.

1. The Authority has the right to appoint the chairman of the Board. The Government Shareholder may, as long as it owns not less than 25% of the Company’s ordinary shares, appoint the vice-chairman. In all other cases, the Board shall elect the vice-chairman from among its members.  

2. The chairman represents the Company before judicial entities and in its relationships with third parties. The chairman shall also have the right to represent the Company before all courts, at all levels and kinds, and before arbitral tribunals and committees in addition to its relationships with third party.

3. The chairman may delegate, to any other member of the Board or the CEO, some of his authorities provided that such delegation is within limits detailed in the authority matrix as approved by the Board.

4. The Board shall appoint a secretary who may not be a Board member; the terms of such appointment shall be determined by the Board who shall also provide its assignments.

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.