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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’ 

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