Framework

Waha Capital recognises that a strong commitment to a robust corporate governance framework is essential for its long-term prosperity. Accordingly, it has developed a comprehensive corporate governance framework which is modelled on international best practice and complies with all regulatory requirements.

This framework addresses the following:

Responsibilities of the Board and individual Directors
Terms of reference for each of the company’s Board Committees
Appropriate delegation of authority to Management
The company’s relationship with its shareholders
Internal controls, risk management and compliance functions
Rules relating to the appointment of external auditors
The company’s code of conduct
Share dealing policy applicable to Directors and employees.

Board of Directors

The Board provides strategic direction, management supervision and adequate controls with the ultimate objective of promoting the success and long-term value of the company. The Board comprises of seven directors, six of whom are non-executive directors with the majority being independent.

Board Committees

The company has the following Board Committees:

Audit Committee

Mr. Homaid Al Shimmari

Chairman of Audit Committee

Mr. Ahmed Al Dhaheri

Member

Ms. Sanaa Al Ketbi

Member

Nomination & Remuneration Committee

Mr. Rasheed Al Omaira

Chairman of NRC

Mr. Ahmed Al Dhaheri

Member

Mr. Homaid Al Shimmari

Member

H.E. Nadir Al Hammadi

Member

Risk and Compliance Committee

Mr. Ahmad Al Qassimi

Chairman of NRC

Mr. Darwish Al Ketbi

Member

Ms. Sanaa Al Ketbi

Member

Risk Management & Compliance

The company’s Internal Control Department is responsible for the internal controls, risk management and compliance functions. These functions collectively ensure that the company is able to achieve its business objectives in a prudent manner, safeguarding the interests of the company’s shareholders and other stakeholders, while minimizing key risks such as fraud, unauthorised business activity, misleading financial statements, uninformed risk-taking, or breach of legal or contractual obligations.

External & Internal Auditors

Waha Capitals external auditor is Ernst & Young. The company also has an internal auditor whose role is to support Waha Capitals internal control, risk management and compliance functions, through regular internal audits and risk assessments.

Corporate Governance Report

Further information on the company’s corporate governance framework and practices is set out in the company’s Corporate Governance Report for 2019, which is available on the link below: