For the purposes of implementing this resolution, the General Secretariat of the Cabinet shall be responsible for general supervision of the implementation of the provisions outlined herein, and ensuring the commitment of all BODs formed in the federal agencies and subcommittees to implement it, and to this end, it shall have the following powers:

1. Studying requests to form BODs or requests to amend membership thereof in accordance with applicable legislation, before presenting them to the Cabinet to issue a decision regarding them.

2. Preparing all forms referred to in the provisions of this resolution, updating them whenever necessary, and approving the procedures for completing them, the time schedule associated with them, and the dates for submitting them to the Cabinet.

3. Proposing a form for the annual report on the BODs work and achievements, and the associated timetable for submitting it to the Cabinet.

4. Proposing a system for honouring BODs members in federal entities, and any other categories of honour, and submitting it to the Cabinet.

5. Following up on the evaluation of the BODs performance, members of the BODs, subcommittees, and the official of the federal entity, in accordance with the provisions of this resolution.

6. Requesting a copy of the minutes of meetings of the BODs and subcommittees, and any reports related to the work and outputs of the boards and subcommittees.

7. The attendance of representatives of the Cabinet General Secretariat for some BODs meetings, with the aim of enabling the Cabinet General Secretariat to carry out its powers in accordance with the provisions of this article.

8. Submitting periodic reports to the Cabinet on the work and activities of the BODs formed in the federal entities, and any other reports on the results of the performance of the management area and subcommittees, and their level of commitment to implementing the provisions of this resolution.

9. Any other related tasks, related to the provisions hereof, assigned thereto by the Cabinet.

The BOD Chairman shall submit an annual report to the Cabinet no later than the end of the first quarter of the following year, including the following:

1. An overview of the BOD powers and work.

2. Details of members of the Board of Directors and subcommittees.

3. Details of the meetings of the Board of Directors and subcommittees, and a copy of the minutes of their meetings.

4. Strategic initiatives and projects and achieved goals.

5. The most prominent decisions and outcomes of the Board of Directors.

6. The entity financial and operational performance compared to the approved budget, and compared to the previous period.

7. Challenges, risks and proposed solutions.

8. Development and improvement opportunities for the entity and the Board of Directors.

9. Future plans of the entity and the Board of Directors.

10. Results of the performance evaluation of the BOD members, subcommittees, the youth representative, and the federal entity official.

11. Any important issues that have a strategic impact on the entity or the federal government.

The General Secretariat of the Cabinet shall prepare the annual report template for the BOD in this regard.

1. The Cabinet shall issue a decision determining the value and mechanism for calculating the annual remuneration for:

1. The BOD shall be responsible for implementing the evaluation process of the subcommittees, and the official of the federal entity. The Chairman shall be responsible for evaluating the BOD members, including the youth representative on the Council, in accordance with the provisions of this resolution and the evaluation forms attached hereto. The evaluation criteria shall include the following:

1. The BOD shall approve a system for disclosure and transparency in the federal entity in accordance with applicable legislation, and approve any amendments that may occur thereon, so that the law shall include disclosure policies and procedures for the entity employees, customers, partners, service providers, stakeholders, and other entities dealing with the federal entity.

2. The Cabinet may issue a resolution regarding disclosure and transparency law in the federal government, and the law shall be implemented in accordance with the scope of application determined by the resolution in this regard.

The BOD Chairman and members, the Secretary, the members of the subcommittees, and the rapporteur of the subcommittees shall abide by the document of professional conduct and ethics of public employment in the federal government issued by the Federal Authority for Government Human Resources and any amendments thereto that may be issued later. The BOD Chairman and member shall adhere to the following:

1. Act with honesty, integrity and good faith, while exercising the necessary care and attention, in the interest of the entity and those dealing with it.

2. Work within the scope of responsibilities assigned thereto.

3. They shall have an appropriate understanding of the entity affairs, devote sufficient time to carrying out responsibilities thereof, and maintain sufficient knowledge of the entity work and performance to make informed and informed decisions.

4. To maintain the confidentiality of the information they have access to under the position thereof and the confidentiality of the BOD discussions and deliberations or the committees in which they participate.

5. Not to misuse the information that came to their knowledge because of the position thereof.

6. Not to exploit the position thereof to achieve personal benefits for themselves or for others.

7. To be impartial in their decisions and actions and take all appropriate steps to ensure the soundness of the decisions thereof.

8. Not making decisions in a way that is likely to cause significant risks that would cause losses or damage to the entity, employees thereof, or others.

9. A BOD member may accept symbolic gifts unless they result in a direct or indirect conflict of interest.

10.To treat all employees of the entity and everyone who deals with them fairly and with respect.

In cases where the legislation establishing the entity requires the appointment of an external auditor, the following shall be taken into account:

1. The BOD, based on the recommendation of the Audit and Risk Committee, shall appoint or change one or more external auditors according to the size of the federal entity operations and work requirements, provided that they shall be licensed by the competent authorities within the State.

2. The external auditor shall be independent of the federal entity and management thereof so that they shall not combine the profession of external auditor with the position of a member of the BOD or any executive or administrative position in the federal entity or its affiliated entities, or one that receives donations or other benefits from the federal entity. The external auditor may not have a kinship up to the fourth degree with a federal entity official or an employee of the executive management.

3. The external auditor is prohibited, during the period of reviewing and auditing the accounts of the federal entity, from performing any additional technical, administrative, or consulting services or work related to their work that may affect decisions thereof.

4. The external auditor shall audit the federal entity accounts and financial statements in accordance with generally accepted accounting rules and principles, provided that they shall submit report thereof to the BOD within three (3) months from the end of the fiscal year, or within the date specified by the law establishing the entity.

5. The external auditor report shall include opinion thereof on the validity and accuracy of the financial statements and the entity financial position. The report shall also include the external auditor recommendations to the BOD on ways to improve the entity internal control, risk and internal audit systems.

An organisational unit dedicated to internal audit shall be established within the federal entity, adhering to the guidelines outlined in the Guide for Preparing Organisational Structures ratified by the Cabinet, with an objective of executing the mandates delineated in the Internal Audit Methodology Manual of the UAE Federal Government, as amended. As well as providing the BOD with requisite assurances concerning the efficiency and efficacy of policies and procedures employed in managing significant risks within the federal entity. The Unit shall assess the efficiency of risk management, enforce regulatory controls, and oversee governance processes within the federal entity. Moreover, it shall offer recommendations and impartial consultations to the Board of Directors, undertaking the following principal tasks:

1. Carry out internal audit work in accordance with the accepted legal, financial and administrative principles, rules and standards to verify the extent of the commitment of the organisational units in the entity to implementing all financial, administrative and operational systems and regulations in force in the federal entity.

2. Follow the professional standards and professional ethics standards issued by the Institute of Internal Auditors and any related changes issued in the future.

3. Prepare the annual internal audit plan and having it approved by the Audit and Risk Committee.

4. Prepare an assessment of the risks that may affect the objectives, activities, and operations of the organisational unit, and develop policies and procedures to reduce them.

5. Study the reports submitted by regulatory authorities such as the Ministry of Finance and the UAE Accounting Authority to verify the extent of the entity organisational units commitment to implementing all financial and administrative systems and regulations in force in the federal entity.

6. Assist in investigating suspected acts of fraud and manipulation, and submit the necessary reports to the concerned authority in accordance with the procedures followed in this regard, without prejudice to the powers of the UAE Accounting Authority.

7. Present a comprehensive report detailing the outcomes of the audit, as well as the findings from the examination and monitoring of reports issued by other regulatory bodies. Evaluate the effectiveness of operations within the organisational units of the entity and provide suitable recommendations accordingly. Submit this report to the Audit and Risk Committee, which will subsequently relay key findings to the BOD. The BOD shall retain the authority to intervene as necessary based on these findings.

8. Help the federal entity maintain effective systems of internal control and risk management by evaluating the efficiency and effectiveness of these systems, and providing effective suggestions towards continuous improvement.

9. Coordinate with the organisational units in the entity during the planning stage and follow up on the implementation of the recommendations and observations contained in the reports of the UAE Accounting Authority.

10. Propose additional control standards or any measures that lead to continuous development and improvement and add value to the effort.

11. Refrain from performing any administrative or executive responsibilities related to the design or implementation of internal control systems, which may affect independence thereof, as well as refrain from assuming any responsibility or executive authority for the work audited thereby.

The Board of Directors is required to establish a subcommittee dedicated to development and improvement work, named the “Development and Improvement Committee.” This committee is entrusted with monitoring the performance of the federal entity, evaluating the outcomes of its strategic and operational plans, reviewing policies, programmes, initiatives, and projects approved by the BOD, and examining performance reports of the entity. The committee shall then submit necessary recommendations to the BOD based on its findings. The main competencies of the committee include:

1. Periodically reviewing the strategic and operational plans of the federal entity, along with the policies, programmes, initiatives, and projects proposed therein. This involves engaging in discussions with the entity officials and the executive management team and proposing necessary recommendations regarding them. These recommendations shall then be submitted to the BOD for approval, after coordination with the relevant authorities in accordance with the procedures followed by the federal government.

2. Reviewing institutional reports related to the activities, operations and services of the federal entity, performance reports issued by the competent authorities of the federal government, institutional work environment reports, customer satisfaction reports, employees and concerned groups, and any other relevant reports, and submitting appropriate recommendations to the BOD regarding them, in order to ensure improvement of the entity’s results therein.

3. Ensuring ongoing coordination with the official of the federal entity concerning the implementation of federal government priorities and directives. This includes the entity commitment to participating in the execution of programmes and systems endorsed at the federal government level, particularly those pertaining to the adoption of the government excellence system, modernisation of government legislation and policies, comprehensive digital transformation initiatives, and enhancement of the business environment to bolster the State competitiveness. Additionally, it involves embracing the principles of government proactivity and flexibility, as well as fostering effective and constructive partnerships with the private sector.

4. Proposing best practices and experiences in the entity field of work, and coordinating regarding them with the entity official and the executive management team, before submitting them to the Board of Directors for approval and starting to adopt and implement them in accordance with established procedures.

5. Evaluating the efficiency of the entity various processes, procedures and services, ensuring their quality and keeping pace with best practices, and providing improvement suggestions to increase effectiveness thereof and simplify them in line with the entity objectives.

6. Follow up on the federal entity implementation of development and improvement proposals and programmes approved by the BOD, and ensure implementation thereof on time.

7. Any other powers and tasks assigned thereto by the BOD or the Chairman.

The BOD shall establish an impartial sub-committee dedicated to audit and risk management, referred to as the “Audit and Risk Committee.” This committee shall operate independently from executive management. The main competencies of the committee include:

1. Monitor the integrity of the entity annual and semi-annual financial statements and their compliance with the accounting standards approved by the federal government and review them periodically.

2. Submit a recommendation to the BOD regarding the appointment, change, or renewal of the external auditor, and approval of the fees and appointment period thereof.

3. Continuously monitor the independence and objectivity of the external auditor and ensure that the scope of the audit process and its effectiveness are consistent with the accounting procedures and standards approved by the federal government.

4. Ensure that the external auditor submits his annual report to the BOD within a maximum of three (3) months from the end of the fiscal year or as of the date specified in the legislation establishing the entity, including the data and observations resulting from the audit and recommendations thereof.

5. Review the external auditor report (observations and gaps report) and ensure that the entity responds to any fundamental inquiries posed to it by the external auditor, regarding accounting records, financial accounts, control systems, or risks.

6. Work with the external auditor and ensure cooperation of the entity therewith to obtain all the information requested thereby and ensure coordination between the internal audit staff and the external auditor.

7. Submit a recommendation to the BOD regarding any additional work requested by the Executive Management from the external auditor and approve the financial compensation for such work without prejudice to its independence.

8. Review regulations, policies, and accounting procedures in the federal entity.

9. Review reports of financial control, internal control, internal audit management and risk management systems.

10. Initial investigation into any financial or other violations and ensuring that the necessary standards are established as a result of those investigations, as well as considering the results of the main investigations into internal control issues assigned thereto by the BOD.

11. Cooperate with the UAE Accounting Authority and ensure that the notes contained in its report are responded to by the executive management and presented to the BOD.

12. Ensure the quality and efficiency of the entity internal audit system and its compatibility with applicable legislation.

13. Approve the work implementation requirements determined by internal audit, including human resources, the type of skills required, and the use of experts and consultants from an external party.

14. Conduct an annual evaluation of the effectiveness of internal audit and the extent to which its work conforms with the legislation and evidence adopted in this regard. The committee shall conduct an annual evaluation of the need for an internal audit office if it does not exist.

15. Discuss the internal control system with the BOD, and ensure that the entity performs its duty in establishing an effective internal control system in the federal entity.

16. Discuss the risk management system with the BOD, and ensure that the entity performs its duty in establishing an effective risk management system in the federal entity.

17. Follow up on setting controls that enable the entity employees and those dealing with it to report any potential violations in financial reports, internal control, or other matters confidentially, and provide systems that ensure independent and fair investigations of those violations.

18. Monitor the extent of the federal entity compliance with the rules of professional conduct in accordance with the Professional Conduct Document issued by the Federal Authority for Government Human Resources and any amendments thereto.

19. Any other powers and tasks assigned thereto by the BOD or the Chairman.