The Securities and Commodities Authority issued a decision regarding the approval of the corporate governance guide for public joint stock companies, where the guide stressed the need for an annual evaluation of the performance of members of the boards of directors, as well as the inadmissibility of accepting gifts.

The evidence indicated that the company's articles of association specify the method of formation of the Board of Directors, the number of its members, and the duration of membership, provided that the representation of women is not less than 20% of the formation of the Board of Directors.

Framework required

In detail, the Minister of Economy and Chairman of the Board of Directors of the Securities and Commodities Authority, Engineer Sultan Al-Mansoori, issued a decision regarding the approval of the Corporate Governance Manual of public joint stock companies, which provides a framework for regulating corporate affairs, provided that work is carried out within two months of the date of its publication in the Official Gazette.

The guide included a clause stating that the Board of Directors must conduct an annual evaluation of its performance and the performance of its members and committees, to find out ways to enhance its effectiveness, either through the Nomination and Remuneration Committee, or by the Chairman of the Board, with the support of the Secretary of the Board of Directors, as needed, and may also If necessary, invite independent consultants to assist the board of directors in this process.

Gifts

The guide touched upon the members of the board of directors receiving gifts, explaining that accepting gifts or other courtesies from persons or entities may result in conflict or duplication of interests when the party providing this gift / courtesy does so in circumstances where it may be concluded that this behavior was aimed at Influencing or potentially influencing a council member in the performance of his duties.

According to the evidence, this does not preclude the acceptance of things of symbolic or simple value of 500 dirhams or less, or entertainment of symbolic or simple value, which is not related to any special transaction or special activity of the company.

Board of Directors

According to the evidence, the company's articles of association specify the method of formation of the board of directors, the number of its members, and the duration of membership, provided that the representation of women is not less than 20% of the formation of the board of directors, and the company is obligated to disclose the reasons for the failure to achieve this percentage, and it is also obligated to disclose the percentage of representation of women in The Board of Directors within its annual report on governance.

The Board of Directors is committed to developing policies on gender diversity, its goals and actions to meet those goals.

Main Staff

The main pillars of corporate governance are accountability, fairness, disclosure, transparency and responsibility.

Corporate governance revolves around corporate direction and oversight, and it consists of a set of controls and rules that ensure institutional discipline in the company's relationships and management.

The framework follows international standards by examining the responsibilities and duties of members of the Board of Directors and the executive management of the company.

It also takes into account the protection of the rights of shareholders and stakeholders, and their supervision and agency towards achieving the company's sustainability.

Local companies

The decision stated that this guide applies to local public joint-stock companies listed in the market, while its provisions do not apply to foreign companies listed in the market, and the company’s board of directors is responsible for committing to implementing the principles and rules of corporate governance in accordance with the provisions of this guide and relevant legislation, and it has to monitor the implementation of a system Corporate Governance and modification as necessary.

• The pillars of corporate governance consist of accountability, fairness, disclosure, transparency and responsibility.

Disclosure procedures

The Corporate Governance Guide for Public Joint Stock Companies stated that the company’s board of directors sets the policies and procedures related to disclosure in accordance with the disclosure requirements stipulated in the legislation in force with the Securities and Markets Authority, bearing in mind that these policies include appropriate disclosure methods that enable shareholders and other owners The interests of accessing financial and non-financial information related to the performance of the company and its information in relation to ownership of shares, and obtaining a comprehensive view of the company’s status, and that disclosure to shareholders and investors without discrimination clearly, correctly and not misleading, and in an organized manner One minute and one.