Corporate Governance

The governance framework at DTC is grounded in key legal and regulatory frameworks, which provide the foundation for governance practices:
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• Federal Decree Law No. (32) of 2021 concerning Commercial Companies: Governs corporate responsibilities, shareholder rights, and the conduct of the board and management.
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• SCA Board Chairman’s Decision No. (3/Chairman) of 2020 concerning The Governance Guide for Public Joint-Stock Companies, including any amendments thereto: Establishes specific governance requirements for publicly listed companies in the UAE, covering board responsibilities, transparency, and risk management.

Dictates the company’s internal rules, covering board composition, shareholder rights, and governance practices.

DTC has developed a comprehensive suite of governance policies and procedures to ensure compliance with regulations and alignment with corporate best practices:

1. Delegation of Authority Manual and Policy
2. Conflict of Interest Policy
3. Corporate Social Responsibility (CSR) Policy
4. Data Confidentiality Policy
5. Disclosure and Transparency Policy
6. Related Party Transactions Policy
7. Whistleblowing Policy
8. Anti-Bribery and Corruption Policy
9. Code of Conduct Policy
10. Dividend Policy
11. Insider Trading Policy
12. Stakeholder Relationship Policy
13. Diversity & Inclusion Policy
14. Governance Manual: this comprehensive document consolidates DTC's governance policies, procedures, and practices. It serves as a guide for ensuring the consistent application of governance principles throughout the company, providing clarity on roles, responsibilities, and governance expectations across all levels of the organisation.

These policies are reviewed and updated regularly to ensure alignment with regulatory requirements, best practices, and the strategic objectives of the company.

DTC’s governance structure is designed to ensure effective oversight and clear accountability:
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Board of Directors: The ultimate oversight body responsible for setting the company’s strategic direction and ensuring alignment with stakeholders' interests.

Committees: As part of the Board’s operational structure, the committees support the Board in specialised areas and ensure thorough oversight of key governance aspects:
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• Audit, Risk, and Compliance Committee (ARCC): Oversees internal control, risk management, and compliance across the company. It is also responsible for ensuring the integrity of financial data and safeguarding the independence of external auditors, thereby providing assurance of accurate and transparent financial reporting.
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• Nomination and Remuneration Committee (NRC): Responsible for board nominations and setting executive remuneration policies.
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• Investment Committee (IC): Reviews and approves major investment decisions to ensure alignment with strategic objectives.
  

Each committee operates under comprehensive and formal charters, which define their respective roles, responsibilities, authority, and decision-making scope. The charters are essential tools that help ensure the committees’ adherence to governance best practices, and they undergo regular review to ensure relevance, alignment with regulatory requirements, and integration with the company’s strategic direction.
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DTC’s governance framework includes a robust internal control and risk management mechanism, comprising:
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• Risk Management: Responsible for identifying, assessing, and managing risks that could affect business performance or strategic objectives.
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• ‍Compliance: Ensures that the company adheres to legal, regulatory, and internal governance requirements.
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• ‍Internal Audit: Provides independent assurance of the effectiveness of internal controls, identifying areas for improvement and ensuring that any risks are adequately managed.

These functions report directly to the ARCC and, for significant red flag issues, have direct access to the Board, ensuring the highest level of accountability and transparency.
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The roles of oversight and management are clearly delineated to ensure effective governance:
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• Matters Reserved for Board Decision: The Board retains authority over key decisions, such as strategy, risk appetite, and major capital investments, as defined in the Schedule of Matters Reserved for the Board. Day-to-day operational matters are delegated to management to ensure efficiency.

In line with governance best practices, the approval and review process at DTC follows a structured, formalized approach:
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• ‍Initial Approval: All governance policies, procedures, and frameworks were prepared in consultation with external experts and internal stakeholders. They were aligned with industry standards and reviewed to ensure compliance with DTC’s Articles of Association and the applicable legal and regulatory frameworks.
  
  
• Ongoing Review: Best governance practice calls for the regular review and updating of governance documents to ensure they remain fit for purpose. A rolling annual review cycle is implemented, where
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• ‍Quarterly reviews: Specific governance policies and frameworks undergo reviews by the ARCC.
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• ‍Board Oversight: The Board retains final approval on any material amendments, ensuring full oversight. Proposed amendments are initially reviewed by the ARCC, with recommendations sent to the Board for approval.
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• ‍Internal Audits: DTC’s Internal Audit team also plays a pivotal role in assessing the effectiveness of governance policies. Their findings and recommendations on governance gaps are reported to the ARCC and subsequently to the Board.

This best practice approach ensures that DTC’s governance framework remains dynamic, relevant, and compliant with the latest regulations while being agile in adapting to internal and external developments.
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The governance framework at DTC is dynamic and continuously updated to reflect internal developments and external factors, such as changes in regulations, market conditions, and evolving stakeholder expectations. This ensures DTC remains compliant with the latest standards while being agile and responsive to its operational environment.