| 1. | A Company's Board must be sufficiently diverse in its composition. Collectively, the Board must have knowledge of all significant businesses of the Company and, if applicable, the Group. The Board must have, and continue to maintain, an appropriate balance of skills, diversity and expertise commensurate with the size, nature of activities, complexity and risk profile of the Company and, if applicable, the Group. Such skills include, but are not limited to, the lines of insurance underwritten by the Company, actuarial and underwriting risks, investment analysis, the role of control functions, finance, accounting and obligations related to fair treatment of customers.
|
| 2. | A Company's Board must be comprised of at least seven (7) members and a maximum of eleven (11) members, each with a maximum three (3) year renewable term of membership. All members of the Board must be Non-Executive, of which at least one third (1/3) must be Independent Members. It is recommended the chair of the Board is an independent Member of the Board. The Board should not contain any executive members with management responsibilities in the Company.
|
| 3. | The Chairman and the majority of members of the Board must be UAE nationals.
|
| 4. | The maximum tenure as an Independent Member of the Board in the same Company is twelve (12) consecutive years from the date of his/her first appointment. At the expiration of the tenure, the Member is no longer regarded as Independent. On the effective date of this Regulation the calculation of the twelve (12) years will consider the time already spent by a Board member in his/her directorship at the Company. Independence of a Board member shall not be affected solely on the basis of being an employee of the parent company or any of its subsidiaries if any of them is a Government entity or a company owned by at least 75% by the Government or any of its subsidiaries.
|
| 5. | | a. | The Chairman and the members of the Board must prevent or manage conflicts of interest, and, in particular, must not:
| 1. | Participate in managing other Companies.
| | 2. | Compete with the Company's operations or perform any actions or activities in a private or business capacity that could conflict with the Company's interests.
| | 3. | Carry out operations of an Insurance Agent or an Insurance Broker.
| | 4. | Receive any commission from any insurance operation.
|
| | b. | A member of the Board must obtain permission from the Company's Board before accepting nomination to serve on another board of a Public Joint Stock Company (PJSC) and no conflict of interest must be present. The provisions of this Article shall apply equally to persons appointed by a Government shareholder.
|
|
| 6. | A member of the Board may hold membership in the Board of only one (1) Company in the UAE. A member of the Board may hold memberships in the boards of up to a total of five (5) PJSCs in the UAE including the Company's Board. Board memberships of PJSCs inside the Group are included within this limit.
|
| 7. | If the Government owns 5% or more of the Company's capital, it may appoint persons to represent it on the Board with the same proportion to the number of members of the Board. At least one member shall be appointed if the percentage required for appointing a member exceeds that percentage. A Government-owned Company's Board composition must allow the exercise of objective and independent judgment
|
| 8. | At least 20% of candidates for consideration for the Board's membership must be female.
|
| 9. | The non-objection of the Central Bank must be obtained prior to the nomination, appointment or renewal of any person for membership of the Board. In all cases, a Company must immediately notify the Central Bank if it becomes aware of any material information that may negatively affect the fit and proper assessment of a member of the Board. The non-objection of the Central Bank must be obtained prior to the removal of a member of the Board during his/her term of membership.
|
| 10. | The Board must meet at least six (6) times a year. The Company must appoint a secretary to the Board who is not a member of the Board and independent of the Company's management. The Board and its committees must maintain appropriate minutes, which reflect details of issues discussed, recommendations made, decisions taken, rationales and dissenting opinions.
|
| 11. | | a. | The chair of the Board is responsible for providing leadership and for the overall effective functioning of the Board and its committees.
| | b. | The Board may delegate specific authority, but not its responsibilities, to specialized Board committees. Each committee created by the Board must have an approved charter or other instrument that sets out its membership, mandate, scope, working procedures and means of accountability to the Board. The committees must have access to resources and to external expert advice, where needed, to ensure a collective balance of skills and expert knowledge commensurate with the nature of business, operations and complexity of the Company and the duties to be performed.
| | c. | The Board and its committees may invite members of the Company's staff and external independent experts to attend meetings as deemed appropriate. In this context external independent experts include, but are not limited to, risk management consultants and actuarial and reinsurance professionals. Staff of the Central Bank may attend meetings of the Board and/or its committees and shall have access to their minutes and any other relevant documents.
| | d. | The Board operational structure must include committees with responsibilities for audit, risk, nomination, investment and compensation. The Board may also establish other specialised committees (e.g. ethics, assets and liabilities).
| | e. | The audit and risk committees must not be merged neither with each other, nor with any other Board committees. Both committees' chairs must be Independent Members of the Board, who are distinct from the chair of the Board and the chairs of other committees. The audit committee must be made up of a majority of Independent Members of the Board and include members who collectively have experience in audit practices, financial reporting, accounting and an understanding of risk management. It is recommended that the audit committee be made up of only Independent Members of the Board. The risk committee must be made up of a majority of Independent Members of the Board and include members who individually have noteworthy experience in risk management issues, practices, challenges and mitigation techniques.
| | f. | Companies may merge the nomination and compensation committees.
|
|
| 12. | The Board must carry out annual assessments, alone or with the assistance of external experts, of the functioning of the Board as a whole, its committees, and individual members.
|
| 13. | The Board must periodically review and make recommendations to update the Company's memorandum of incorporation/articles of association if needed, along with procedural rules or other similar documents setting out its organisation responsibilities and key activities.
|