Corporate Governance Roundtable — Enhancing Governance in the UAE

Corporate Governance Roundtable — Enhancing Governance in the UAE


Businesses rarely succeed by chance. Predictable success requires the right people, pulling in the same direction, delivering products people want, supported by appropriate controls, processes, and ways of working.

Almost all studies report a clear correlation between business success and effective corporate governance. While effective corporate governance may look and feel different in a family-owned conglomerate like Mars, vs a street-fighting crypto startup, it remains an essential ingredient for growth and success.

USD$1 trillion is set to be transferred to the next generation in the Middle East within the next decade. The UAE is positioning itself as one of the top foreign direct investment jurisdictions and structuring centers in the world – with one of the leading global financial centers already in place, there has never been a better time to capture and retain wealth through effective corporate governance.

Under the moderation of Jason Clark (Managing Partner, CCHL), on 27th October 2022, a corporate governance roundtable was held bringing together cross-industry experts, passionate about governance to brainstorm strategies to enhance corporate governance in the UAE.

Key takeaways:

  • Good corporate governance practices are valuable if not essential to business growth and wealth/value preservation.
  • Current governance practices can be improved across all scales of business.
  • NEDs have an essential and proven role to improve governance and provide strategic oversight to help businesses of all sizes and ownership structures seize business opportunities, preserve value and effectively manage risk.
  • Education to all stakeholders in the short, medium and long term on good governance is a priority and can be reinforced and imbedded in behaviour through internships and mentoring.

Recommendations from the roundtable will be built into a white paper to be published by GetNED early December.

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Corporate Governance Roundtable

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NEDs and Economic Substance (“ESR”)

Pursuant to ESR, certain companies deploying a “relevant activity” have to demonstrate that they have effective substance in their jurisdiction by satisfying a so-called “economic substance test”. ESR is in force in the UAE since 30th April 2019.

A company meets the test if it is directed and managed in the UAE and has adequate people, premises and expenditure in the country.

In this context, the composition and competence of the board of directors – composed of both executive director(s) and NED/s –, and the proper recording of minutes of all board meetings are key factors when assessing whether a company is compliant or not.