[Last updated: 1 January 2024, unless otherwise noted]

A company wishing to list on Nasdaq Dubai must comply with the following corporate governance principles.

Principle 1 – Board of directors

Every company must have an effective board that is collectively accountable for ensuring that the company’s business is managed prudently and soundly.

Principle 2 – Division of responsibilities

The board must ensure that there is a clear division between the board’s responsibility for setting the strategic aims and undertaking the oversight of the company and the senior management’s responsibility for managing the company’s business in accordance with the strategic aims and risk parameters set by the Board.

Principle 3 – Board composition and resources

The board, and its committees, must have an appropriate balance of skills, experience, independence and knowledge of the company’s business, and adequate resources, including access to expertise as required and timely and comprehensive information relating to the affairs of the company.

Principle 4 – Risk management and internal control systems

The board must ensure that the company has an adequate, effective, well- defined and well-integrated risk management, internal control and compliance framework.

Principle 5 – Shareholder rights and effective dialogue

The board must ensure that the rights of shareholders are properly safeguarded through appropriate measures that enable the shareholders to exercise their rights effectively, promote effective dialogue with shareholders and other key stakeholders as appropriate, and prevent any abuse or oppression of minority shareholders.

Principle 6 – Position and prospects

The board must ensure that the company’s financial and other reports present an accurate, balanced and understandable assessment of the company’s financial position and prospects by ensuring that there are effective internal risk control and reporting requirements.

Principle 7 – Remuneration

The board must ensure that the company has remuneration structures and strategies that are well aligned with the long-term interests of the entity.

Annual reporting on compliance

The annual financial report of a company must:

• State whether the best practice standards have been adopted by the company for the purposes of complying with the Corporate Governance Principles.
• If the best practice standards in have not been fully adopted or have been only partially adopted explain why and what actions, if any, have been taken by the company to achieve compliance.
• Include a statement by the directors whether or not, in their opinion, the corporate governance framework of the company is effective in promoting compliance with the Corporate Governance Principles, with supporting information and assumptions, and qualifications if necessary.