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Corporate Governance in Dubai

In today’s rapidly evolving regulatory environment, effective corporate governance is critical to ensuring a company’s integrity, sustainability, and success. Davidson & co offers Corporate Governance service dedicated to advising boards of directors, management teams, and shareholders on the complexities of corporate governance and compliance.

Our experienced team offers a wealth of knowledge regarding corporate governance law and strategic advice to help our clients navigate the myriad of legal, regulatory, and ethical challenges that modern corporations face. Our guidance aligns with the central tenets of transparency, fairness, accountability, and responsibility that underpin globally recognised governance standards.

We can help you deal with the following legal matters pertaining to corporate governance:

Brief Descriptions of Our Corporate Governance Services

Board Advisory Services

As part of our board of directors’ legal advice/services, we provide counsel to boards of directors on their duties, responsibilities, and best practices, helping to ensure that they fulfil their roles effectively while mitigating legal and reputational risks. Our advice reflects provisions under Federal Decree Law (UAE Commercial Companies Law) and the Securities and Commodities Authority (SCA) Corporate Governance Rules.

Compliance Programs

Our practice designs and implements comprehensive compliance programs tailored to our clients’ specific business needs and regulatory requirements. We focus on creating frameworks that not only comply with laws and regulations but also promote a culture of integrity and ethical conduct, in line with Ministerial Decision and relevant SCA resolutions.

Shareholder Relations

We advise on managing and fostering productive relationships with shareholders, including handling shareholder proposals, activism defence, and communications strategies to ensure alignment and support for corporate initiatives. We also advise on minority shareholder protections under UAE corporate governance frameworks. Our team is adept at structuring governance charters that promote inclusivity and balance between majority and minority shareholder rights.

Regulatory Compliance and Reporting

Our team ensures that clients remain compliant with all applicable securities laws and regulations, including the Sarbanes-Oxley Act, Dodd-Frank Act, and other jurisdictional requirements. We assist with SEC filings, disclosures, and other regulatory reporting obligations. We also support SCA filings for UAE-based listed companies. We help integrate regulatory compliance into internal audit mechanisms and enterprise risk management systems.

Corporate Policies and Procedures

We draft, review, and update corporate policies and procedures to reflect current laws and best practices, covering areas such as insider trading, conflict of interest, whistleblower protections, and corporate social responsibility. These are aligned with the UAE Code of Corporate Governance and OECD principles.

Corporate Structure and Organization

Our attorneys advise on the optimal corporate structure and organisation to support our clients’ strategic objectives, facilitating efficient operations and compliance across all levels of the organisation. We also guide holding company formation and restructuring matters under the Federal Decree Law. Our structural recommendations often involve layered subsidiary governance and inter-company control frameworks.

Executive Compensation and Incentive Plans

We design executive compensation packages and incentive plans that align with company goals and regulatory standards, ensuring that compensation structures are competitive, compliant, and effective in driving performance. Our team guides in accordance with corporate remuneration policies outlined under UAE law.

What Laws Regulate Corporate Governance in the UAE?

Several interrelated legal frameworks and regulatory bodies govern corporate governance in the UAE. Based on Davidson & Co, our law services in this division are founded on the following:

Federal Decree Law (UAE Commercial Companies Law): Governs board structure, shareholders’ rights, and directors’ obligations.

Securities and Commodities Authority (SCA) Governance Regulations: Sets governance conditions of public joint stock companies, such as independent directors and board committees.

Ministerial Decision: Regulates governance duties of private and family businesses.

UAE Central Bank Governance Rules: Applies to banks, such as risk committees and regulatory reports.

OECD Principles of Corporate Governance: Directs best practices of transparency, accountability, and shareholder involvement.

These legislations and laws underpin all of our corporate governance compliance and advisory services.

Why Davidson & Co for Corporate Governance Services?

As a reputable Corporate Governance Law firm, Davidson & Co is dedicated to developing best practices in governance, strengthening corporate integrity, and encouraging long-term success. Regardless of whether you are looking for advice on board duties, compliance systems, shareholder relations, or executive remuneration, our professionals are here to offer expert guidance and assistance.

Frequently Asked Questions

Adherence to legal, regulatory, and internal policy guidelines that prescribe the manner in which a company is controlled and directed, as per the UAE Commercial Companies Law and SCA regulations.

Although governance codes are required for listed companies, private and family businesses are now encouraged to apply governance standards under the Ministerial Decision.

Directors have to act in good faith, avoid conflicts of interest, and exercise due care and loyalty under Articles of Federal Law.

We provide legal solutions such as dispute resolution, restructuring, or shareholder agreement amendments to avoid or address shareholder disputes.

Compensation structures need to be consistent with internal policies, shareholder approvals, and governance directives provided in SCA circulars and Companies Law.

Yes. For dual-listed or multinational companies, we recommend compliance with UAE law and international legislation like the Sarbanes-Oxley Act.

Corporate governance policy, board charters, shareholder agreement, insider trading procedures, and conflict of interest statements.

Appoint Davidson & Co to carry out a complete corporate governance audit, assess board performance, and introduce compliance enhancements in line with UAE and international best practices.

Yes. Directors may face personal liability for breaches of fiduciary duties, negligence, or failure to comply with legal obligations. We provide legal guidance and help structure Directors & Officers (D&O) indemnity agreements and insurance protections.

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