DP World Limited (the “Company”) is incorporated in the Dubai International Financial Centre (DIFC) and was admitted in 2007 to the official list of securities on Nasdaq Dubai. During the Financial Year the Company was subject solely to the regulatory obligations of the DIFC Markets Law and the various rules made by the Dubai Financial Services Authority thereunder (together with DIFC Markets Law, the “Nasdaq Dubai Rules”). The Board reviewed and monitored the policies and procedures that were in place during the year to ensure compliance with the Corporate Governance principles of the Nasdaq Dubai Rules.
For the year ended 31 December 2016, the Company complied with the provisions of the Nasdaq Dubai Rules other than:
- ● paragraph 16 of App 4 to the Nasdaq Dubai Rules (“App 4”) – the roles of Chairman and of Chief Executive Officer were held by the same individual. The appointment of the Chairman, Sultan Ahmed Bin Sulayem, as Chief Executive Officer was approved by the shareholders at the Company’s Annual General Meeting in April 2016. Furthermore, in accordance with paragraph 17 of App 4, the Board has established measures to ensure that it can properly discharge its function of providing effective oversight of the management of the Company:
- ◦ In April 2016, three independent Non-Executive Directors were appointed to the Board and the membership and chairmanship of Board sub-committees was reviewed. Following the appointments the majority of the Board comprises Independent Non-Executive Directors.
- ◦ The Executive Directors and Senior Managers have objectives and their performance against these objectives is reviewed by the Remuneration Committee, which is entirely comprised of Independent Non-Executive Directors.
- ● paragraph 31 of App 4 – at the time of his appointment as Chairman, Sultan Ahmed Bin Sulayem did not meet the independence criteria set out in the Nasdaq Dubai Rules. He was Chairman of Dubai World and Port & Free Zone World FZE at the time that DP World was admitted to listing in Dubai and remains the only representative of Port & Free Zone World FZE on the DP World Board.
The Board of Directors manages the Company’s business and its primary responsibility is to foster the long-term success of the Company.
In 2016, the Board evaluation was facilitated internally by the Company Secretary.