Nasdaq Dubai applies principles of sound corporate governance to ensure an environment of strategic direction, performance, accountability and control in the business.
At the foundation of a well governed company is an effective Board that provides effective leadership and oversight, within a framework of prudent and effective controls that enable risk to be assessed and managed.
The Nasdaq Dubai Board is responsible for the strategic development of the company and for representing the interests of its two shareholders - Dubai Financial Market PJSC and Borse Dubai Limited.
Performance and integrity
The Board adopts the view that corporate governance should promote good performance and integrity as well as conformance with legislation and that effective governance practices enhance the Company’s ability to achieve its strategy and long-term success.
The Board determines the policies and practices which govern the operation and management of Nasdaq Dubai and has the responsibility to ensure that the Company achieves its key objectives. It is the purpose of the executive and senior management to manage Nasdaq Dubai in accordance with the directions of the Board. In accordance with good governance practice, there is a clear division of responsibilities between the Chairman and the Chief Executive.
The Board has a formal schedule of matters specifically reserved for its decision-making, which includes the annual budget, strategy and long term business objectives, major projects and contracts, and significant capital expenditure. Certain matters are delegated to the three Committees of the Board in accordance with their respective Charters.
The Board comprises seven members, of which three are independent non-executive Directors. Biographical details are available under Board of Directors The biographies demonstrate a wide range of experience and skills enabling the Board members to discharge their responsibilities and to bring independent judgement on matters of strategy, performance and standards of conduct which are important to the success of the exchange.
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 2.2 of the Dubai Financial Services Authority Regulatory Policy and Process Sourcebook. 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 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 Rashid Al Shamsi, 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.