Corporate Governance Code For Companies Listed In Qatar And Regulated By The Qatar Financial Markets Authority
Qatar Financial Markets Authority (“QFMA”) was established under Law No. 33 of 2005 as an independent regulatory authority to supervise the financial markets and firms that are authorized to conduct activities related to securities in or from the State of Qatar, and empowered to exercise regulatory oversight and enforcement over the capital markets. QFMA has been enhancing its regulatory infrastructure, based on internationally recognized best practices and standards for the capital markets to create a world-class capital market enabling it to top a leading position in the region through focusing on four strategic pillars:
- protect investors
- ensure fair and efficient financial markets
- enhance transparency, proficiency as well as awareness and markets integrity
- constrict misleading information and deceptive conduct affecting financial products and services.
SECTION 1: PREAMBLE
The provisions of this Code shall apply to all joint-stock companies listed on any stock market subject to the regulation of the Qatar Financial Markets Authority. This Code is based on the principle of comply, or explain the reasons for non-compliance.
SECTION II – COMPLIANCE WITH CORPORATE GOVERNANCE:
The Board shall ensure that the Company complies with the principles set out in this Code and also review and update its corporate governance practices and regularly review the same.
The Board shall regularly review and update professional conduct rules setting forth the Company’s corporate values and other internal policies and procedures all of which shall be binding upon the members of the Board of Directors and the Company’s staff as well as the Company’s advisors. The Board should review these professional conduct principles regularly so as to ensure they reflect best practices and they meet the needs of the Company.
SECTION III- THE BOARD OF DIRECTORS
- Board Charter: The Board shall make sure that the Company adopts a Charter for the Board of Directors detailing the Boards functions and responsibilities as well as the Board Members duties which shall be fulfilled by all Board Members. The said Board Charter shall be drafted to comply with the provisions of this Code, and shall be based on the Board Charter annexed to this Code and as may be amended from time to time by the Authority. The said Board Charter shall be published and made available to the public.
- Board Mission and Responsibilities: The Company shall be managed by an effective Board of Directors which shall be individually and collectively responsible for the proper management of the Company. The board shall also be responsible for approving the Company’s strategic objectives, appointing and replacing management, setting forth management compensation, reviewing management performance and ensuring succession planning concerning the Company’s management, ensuring the Company’s compliance with related laws and regulations as well as the Company’s articles of association and by-laws. The Board is also responsible for protecting the Company from illegal, abusive or inappropriate actions and practices.
- Board Members Fiduciary Duties: Each Board Member owes the Company the fiduciary duties of care, loyalty and compliance with the rules set out in related laws and regulations including this Code and the Board Charter.
- Separation of Positions of Chairman and CEO: The same person may not hold or exercise the positions of Chairman and Chief Executive Officer at the same time. The division of responsibilities between the two positions shall be clear. In all circumstances, no one person in the Company should have unfettered powers to take decisions.
- Duties of the Chairman of the Board: The Chairman is responsible for ensuring the proper functioning of the Board in an appropriate and effective manner including timely receipt by the Board Members of complete and accurate information, approving agenda timely, to encourage Board Members to effectively participate in meeting, to ensure effective communication with shareholders, to allow effective participation of the non-executive Board Members in particular and to promote constructive relations between executive and non-executive Board Members, to ensure the conducting of an annual evaluation to the Boards performanc
- Board Composition: The Board composition shall be determined in the Company’s by-laws. The Board shall include executive, non-executive and independent Board Members so as to ensure that the Board decisions are not dominated by one individual or a small group of individuals. At least one third of the Board Members shall be Independent Board Members and a majority of the Board Members shall be non-executive Board Members
- Non-Executive Board Members: Duties of the non-executive Board Members include but are not limited to participation in the meetings of the Board of Directors and providing independent opinion on strategic matters, policy, performance, accountability, resources, key appointments and operation standards; ensuring that priority shall be given to the Company’s and Shareholders’ interests in case of conflict of interests; participation in the Company’s audit committee; monitoring the Company’s performance in realizing its agreed objectives and goals and reviewing its performance reports.
- Board Meetings: The Board of Directors shall hold meetings regularly, so as to ensure that the Board is effectively performing its duties. The Board shall meet at least six times during a year. It shall meet when convened by its Chairman. The invitation for the Board meeting and agenda shall be communicated to each Board Member at least one week before the date of the meeting.
- Board Secretary: The Board shall appoint a Board Secretary whose functions shall include recording the minutes of all the Board meetings and safekeeping records, books and reports submitted by or to the Board. Under the direction of the Chairman, the Board Secretary shall also be in charge of ensuring timely access to information and coordination among the Board Members as well as between the Board and the other stakeholders in the company including shareholders, management, and employees
- Conflict of Interests and Insider Trading: The Company shall adopt and make public, the general rules and procedures governing the Company. Trading by Board Members in the Company’s shares and other securities shall be disclosed and the Company shall adopt clear rules and procedures governing trading by Board Members and employees in the company securities.
- Other Board Practices and Duties: Board Members shall have full and immediate access to information, documents, and records pertaining to the Company. The Board shall put in place an induction program for newly appointed Board Members. The Board of Directors shall at all time keep its Members updated about the latest developments in the area of corporate governance and best practices relating thereto.
- Board Members Appointment - The Nomination Committee: Nominations and appointments of Board Members shall be made according to formal, rigorous and transparent procedures. The Board shall constitute a Nomination Committee chaired by an Independent Board Member and comprised of Independent Board Members which shall recommend Board Members appointments and re-nomination for election.
- Board Members’ Remuneration - Remuneration Committee: The Board of Directors shall establish a Remuneration Committee comprised of at least three Non-Executive Board Members the majority of whom must be Independent and setup remuneration policy. Remuneration shall take into account the responsibilities and scope of the functions of the Board Members and members of Senior Executive Management as well as the performance of the Company.
- Audit Committee: The Board of Directors shall establish an Audit Committee that shall be comprised of at least three members the majority of whom should be Independent. The Audit Committee must include at least one member with financial and audit experience. Upon its establishment, the Audit Committee shall adopt and make public its terms of reference explaining its main role and responsibilities in the form of an Audit Committee Charter. It shall meet as needed and regularly at least once every three months and shall keep minutes of its meetings.
SECTION IV – INTERNAL CONTROL
The Company shall adopt internal control systems, approved by the Board, to evaluate the methods and procedures for risk management, implementation of the Company’s corporate governance code and compliance with related laws and regulations. They shall include effective and independent risk assessment and management functions, as well as financial and operational internal audit functions in addition to the external audit. The Company shall have an internal audit function with clearly defined functions and role.
The internal audit function shall include at least one internal auditor appointed by the Board of Directors. This internal auditor shall report to the Board or the Chief Executive Officer of the Company, either directly or through the Audit Committee and submit Internal Audit report to Audit Committee and the Board of Directors for every 3 months.
SECTION V – EXTERNAL AUDITOR
An External Auditor who is independent, and qualified, and appointed upon the recommendation of the Audit Committee to the Board and the decision of the Company’s General Assembly, shall undertake an annual and semi-annual independent audit representing the financial position and performance of the Company in all material respects.
The External Auditor is accountable to the shareholders and owes a duty to the Company to exercise due professional care in the conduct of the audit. The External Auditor is also responsible for notifying the Authority and any other regulatory authority should the Board fail to take proper action concerning suspicions raised or identified by the External Auditors.
SECTION VI – DISCLOSURE
The Company must comply with all disclosure requirements including financial reporting as well as disclosing shareholdings of Board Members, senior executives and major or controlling shareholders. The Company must also disclose information about its Board Members including notably a resume of each member describing his/her respective education, profession and other board seats that they may hold. The Board shall ensure that all disclosure made by the Company provides accurate and true information which is not non-misleading. The Company audited financial reports shall be circulated to all shareholders.
SECTION VII – SHAREHOLDERS RIGHTS
Shareholders have all rights conferred upon them by related laws and regulations including this Code as well as the Company’s by-laws and the Board shall ensure that shareholders rights are respected in a fair and equitable manner.
The Company shall keep valid and up to date records of share ownership. Shareholders shall have the right to review and access registers at the Company’s office hours and shall be entitled to obtain a copy of Shareholders register, Board Members register, Articles of Association and by-laws of the Company, Instruments creating a charge or right on the Company’s assets, Related party contracts and any other document as the Authority may decide upon payment of a prescribed fee.
The Board of Directors shall submit to the General Assembly a clear policy on dividend distribution. This shall include the background and rationale of such policy in terms of the best interest of the Company and the shareholders.
SECTION VIII –STAKEHOLDERS RIGHTS
The rights of Stakeholders are to be respected. Where Stakeholders participate in the corporate governance arrangements, they shall have access to relevant, sufficient and reliable information on a timely and regular basis.
The Board shall develop a remuneration policy and packages that provide incentive for the employees and management of the Company to always perform in the best interests of the Company. This policy should take into consideration the long term performance of the Company.
SECTION IX – CORPORATE GOVERNANCE REPORT
The Board shall prepare an annual Corporate Governance Report signed by the Chairman. This Report shall be submitted to the Authority on an annual basis and whenever required by the Authority. The said Report shall be published and shall include all information related to the application of this Code.
SECTION X- CODE ENFORCEMENT
The Authority shall issue decisions, interpretations, circulars and guiding principles necessary to enforce the provisions of this Code as and when it deems fit. And oversee the appropriate implementation of this Code including carrying out investigations, verification of information, imposing sanctions, fines, penalties and all other enforcement measures under related laws and regulations. The Authority may amend this Code from time to time.