eBoard - Listed Companies Board Positions

Eligibility Criteria

According to the Securities and Commodities Authority (SCA) regulations, potential candidates seeking to apply for a DFM-listed company Board membership must meet the following requirements:

1. The candidate shall have at least five years of experience in the field of the Company which he/she is nominated for its Board membership.
2. The candidate shall not have been previously sentenced to a criminal penalty or for an offense that involves a breach of honor or integrity unless his/her character has been vindicated.
3. The candidate shall not have been subject to a judgment of discharge or dismissal from the Board of Directors of any shareholding company listed on the financial market during the year preceding the nomination.
4. The candidate’s civil record issued by the Authority shall be clear of any administrative penalties.
5. The candidate shall not be subject to any lawsuits, reports, or prosecution investigations concerning any offense that involves a breach of honesty and integrity.
6. The candidate shall fulfill any other terms stipulated in the UAE Companies Law or the Company’s Articles of Association.
7. The following documents shall be submitted to the Company:
   • The candidate’s CV including work experience, qualifications, and the Board seat applied for (Executive, Non-Executive, Independent);
   • An undertaking to comply with the provisions of the UAE Companies Law and the decisions issued in implementation thereof and the Company’s Articles of Association, and that the candidate will exert the due care of a prudent professional person during the performance of his/her duties;
   • A statement of the names of companies and corporations which the candidate works for or serves as a member of the Boards of Directors therein, as well as any other works the candidate performs directly or indirectly that constitutes competition to the Company;
   • In case of the legal person’s representatives, an official letter from such legal person shall be submitted; containing names of his/her nominees for Board membership.

Board Membership Nomination Rules

The Company shall comply with the following controls:

1. The Company’s Articles of Association shall determine the method of formation of the Board of Directors, the number of the Board members and the term of membership. Candidates for Board membership shall be represented by female board members (at least 20%), the Company shall disclose the reasons in case no female is nominated; and shall also disclose the rate of female representation in the Board of Directors in its Annual Governance Report.
2. The Articles of Association shall determine Executive Board members, Non-Executive Board members and Independent Board members; provided that at least one-third of the Board members shall be Independent Board Members and a majority of Board members shall be Non-Executive Board Members who shall have the technical skills and experience required to serve the interests of the Company. In all cases, when selecting Non-Executive Board members of the Company, it shall be taken into consideration that a Board member shall be able to dedicate adequate time and effort to his/her role and that such role is not in conflict with his/her other interests. The Articles of Association shall also determine the percentage of female representation on the Board of Directors in case female candidates are nominated for membership within the period allocated for nomination and fulfill the requirements of membership.
3. Nomination for Board membership shall be declared and the Company shall announce that with the invitation to the General Assembly and it shall comply with the following:
   • The nomination to membership of the Board of Directors shall remain open for a period of ten days at least from the date of the announcement;
   • The names and details of the candidates shall be published on the notice board situated in the Company and on the Company’s website at least two days prior to the announced General Assembly Meeting of the Company;
   • After conclusion of the period allocated for nomination, a candidate shall not relinquish his/her nomination to another person;
   • To provide the Authority and the Market with a list of the names of the candidates on the day following expiration of the nomination period.

For further information on Board Membership Nominations visit www.sca.ae.

Please refer to the UAE Gender Balance Council ‘Reference Guide for the Nomination and Inclusion of Women on Boards of Directors’.