OUR COMMITMENT TO CORPORATE GOVERNANCE
At RAK Ceramics PJSC, a publicly listed company on the Abu Dhabi Stock Exchange, we are committed to the principles of sound corporate governance. These principles guide our responsible, profitable, and sustainable business practices, emphasizing transparency, integrity, and stakeholder protection.
We adhere to global best practices and UAE legislation, including Resolution No.3 of 2020 from the Securities and Commodities Authority (SCA), outlining Corporate Governance Rules and Corporate Discipline Standards.
2023 Report
BOARD OF DIRECTORS
Central to our corporate governance is our Board of Directors, comprised of seven members. They shape our strategic direction, oversee management, and ensure robust controls, safeguarding shareholders’ interests. Directors are elected through secret cumulative voting for three-year terms, and their remuneration adheres to SCA guidelines. The majority of our directors are non-executive and independent, in compliance with SCA’s Corporate Governance Guide. Transparency and accountability are upheld through Board meetings, notice protocols, and a code of conduct.
The profiles of members of the Board of Directors and Executive Committees can be accessed here.
Learn MoreCOMMITTEES
Our Board is supported by two permanent committees: the Audit & Risk Committee and the Nomination & Remuneration Committee. Additionally, we have established internal committees, including the Insider Trading Committee and the Disclosure Committee. All committees operate under approved charters.
PERMANENT COMMITTEES
AUDIT & RISK COMMITTEE
The Audit and Risk Committee (ARC) is responsible for overseeing various financial, accounting, and risk management functions within the company, including reviewing financial policies, monitoring internal and external audits, evaluating internal control systems, managing risk, and advising the board on related matters, among other duties. The composition of the Committee can be accessed here. A comprehensive list of Audit & Risk Committee tasks is available here. We have also engaged an Expert to the Audit and Risk Committee who provides valuable insights and recommendations, thereby enhancing the Corporate Governance framework. The profile of Expert to the Audit and Risk Committee can be accessed here.
NOMINATION & REMUNERATION COMMITTEE
The Nomination and Remuneration Committee (NRC) is responsible for developing policies related to board membership, promoting gender diversity, ensuring member independence, reviewing and determining rewards and benefits, aligning remunerations with company performance, defining board member qualifications, and overseeing human resources and training policies, among other duties. The composition of the Committee can be accessed here. A comprehensive list of Nomination & Remuneration Committee tasks is available here.
INTERNAL COMMITTEES
INSIDER TRADING COMMITTEE
The Insider Trading Committee is responsible for maintaining an insider register, supervising trading activities, ensuring information confidentiality, educating insiders, and complying with regulatory requirements. The composition of the Committee can be accessed here. A comprehensive list of Insider Trading Committee tasks is available here.
DISCLOSURE COMMITTEE
The Disclosure Committee is responsible for ensuring the accuracy, timeliness, and completeness of financial and non-financial information disclosure, reviewing and approving reports and press releases, assessing the need for market disclosure, advising on disclosure scope and content, and maintaining records of disclosures and insider lists. The composition of the Committee can be accessed here. A comprehensive list of Disclosure Committee tasks is available here
DELEGATION
To ensure a clear division of responsibilities, there is a delegation of authority from the Board to the Group Chief Executive Officer (GCEO). The Board oversees strategic growth, policies, and objectives, while the GCEO manages day-to-day operations. The GCEO's profile can be accessed here.
POLICY FRAMEWORK
We have established comprehensive governance-related policies, including the Global Code of Conduct, Conflict of Interest Policy, Whistle-blower Policy, Global Sanctions, Anti-Money Laundering, and Counter-Terrorism Financing Policy, and Insider Trading Policy. The Global Code of Conduct can be accessed here.
RISK MANAGEMENT
Our comprehensive risk management framework identifies, assesses, and mitigates potential risks, with regular updates provided to the Audit & Risk Committee.
EXTERNAL AUDIT
Independent external auditors are appointed during the Annual General Meeting (AGM) based on Board recommendations, ensuring transparency and accountability. They conduct reviews and audits, reporting to the Audit & Risk Committee and the shareholders. Auditor’s independence is ensured through a comprehensive Non-Audit Services Policy framework.
INTERNAL AUDIT
Independent external auditors are appointed during the Annual General Meeting (AGM) based on Board recommendations, ensuring transparency and accountability. They conduct reviews and audits, reporting to the Audit & Risk Committee and the shareholders. Auditor’s independence is ensured through a comprehensive Non-Audit Services Policy framework.
REPORTING
We regularly report our corporate governance practices to regulatory authorities and annually publish these reports.
Reports
DOWNLOAD CORPORATE GOVERNANCE REPORT 2020DOWNLOAD CORPORATE GOVERNANCE REPORT 2019
DOWNLOAD CORPORATE GOVERNANCE REPORT 2018
DOWNLOAD CORPORATE GOVERNANCE REPORT 2017
DOWNLOAD CORPORATE GOVERNANCE REPORT 2016
DOWNLOAD CORPORATE GOVERNANCE REPORT 2015
At RAK Ceramics PJSC, sound corporate governance is integral to our success, underpinning ethical, responsible, and sustainable business practices, ensuring prosperity in a dynamic global market.
