As part of its nomination responsibilities identified in its Charter, the Nomination and Remuneration Committee is responsible for assessing the independence of non-executive Directors for recommendation to the Board. This assessment is carried out by the completion and submission of an Independence Review Questionnaire by each nominated non-executive Director and annually by all non-executive Directors. 

The NASDAQ Dubai Board has adopted the principles for assessing the independence of non-executive Directors as set out in the guidance to 7.2.2 of the Authorised Market Institutions module of the Dubai Financial Services Authority’s Rulebook.  These principles are set out below.

The NASDAQ Dubai Board will consider a Director to be “independent” if the Director is found, on the reasonable determination by NASDAQ Dubai Board, to:

• be independent in character and judgement; and
• have no relationships or circumstances which are likely to affect or could appear to affect the Director’s judgement in a manner other than in the best interests of NASDAQ Dubai.

In forming a determination NASDAQ Dubai Board considers the length of time the Director has served as a member of NASDAQ Dubai Board and whether the relevant Director:

• has been an employee of NASDAQ Dubai or group within the last five years;
• has or has had, within the last three years, a material business relationship with NASDAQ Dubai, either directly or as a partner, shareholder, director or senior employee of a body that has such a relationship with NASDAQ Dubai;
• receives or has received, in the last three years, additional remuneration or payments from NASDAQ Dubai apart from a director's fee, participates in any NASDAQ Dubai share option, or a performance-related pay scheme, or is a member of NASDAQ Dubai’s pension scheme;
• is or has been a director, partner or employee of a firm which is NASDAQ Dubai’s auditor;
• has close family ties with any of NASDAQ Dubai’s advisors, directors or senior employees;
• holds cross directorships or has significant links with other directors through involvement in other bodies; or
• represents a significant shareholder.

The NASDAQ Dubai Board has three standing Committees: the Audit and Risk Management Committee, the Market Oversight Committee and the Nomination and Remuneration Committee. 

A majority of Directors on each Committee shall be independent non-executives.  Each Committee has a written Charter detailing its role, responsibilities and membership requirements and requires that each Committee meet at least four times a year.

The Audit and Risk Management Committee, chaired by Jamal Nasser Lootah, is responsible for the independent and objective oversight of NASDAQ Dubai’s internal control and risk management systems, internal compliance, governance issues, financial reporting, external and internal auditors and financial controls.

The Market Oversight Committee, chaired by George Möller, is responsible for the independent oversight of the Markets Authority, including its Listings Authority, Surveillance, Compliance and Enforcement functions. It also supervises the regulatory functions carried out by other areas of NASDAQ Dubai, including the application of the Exchange’s Rules, Members' conduct of business and the regulatory aspects of the Clearing and Settlement functions.

The Nomination and Remuneration Committee, chaired by Majid Saif Al Ghurair, is responsible for independent oversight relating to appointment and remuneration matters of the Directors and senior management.  It is responsible for recommending new members to the Board, succession planning for the Board and senior management, performance evaluation of the Board and key executives including the Chief Executive Officer, remuneration of Directors and senior management, and overall employee benefit structures.