Sound governance practices are essential for ICD’s long-term success. ICD is committed to demonstrating and upholding high standards of corporate governance and promoting these standards across ICD and its portfolio companies.

The Board has oversight of the organisation’s corporate governance affairs and related policies and procedures. It is responsible for the stewardship of ICD, seeking to ensure that ICD’s investment management and operational arrangements are functioning effectively.

Committees

The governance of ICD is achieved through the delegation of certain authorities including to various active committees that regularly report to and operate under the overall oversight of the Board of Directors.

Delegated authority allows for the efficient day-to-day management of ICD and promotes responsibility and accountability.

The Investment Committee comprises three Board members. The Investment Committee is primarily responsible for the review and recommendation to the Board of ICD’s investment strategy, oversight of the performance of investments made by ICD, and approval of investment transactions.

The Audit Committee comprises four Board members. The Audit Committee is primarily responsible for the oversight of ICD’s financial reporting and the audit process, its system of internal control, its process for monitoring compliance with applicable standards, laws and regulations.

The Remuneration Committee comprises three Board members. The Remuneration Committee is primarily responsible for the review and approval of the remuneration of executive directors, oversight of ICD’s compensation and benefits plans, and the review and recommendation to the Board of the corporate performance related objectives of ICD.

The Management Committee comprises the senior management team of ICD and has the responsibility for overseeing its day-to-day operations.

The Risk Management Committee is comprised of all department heads and is primarily responsible for recommending and overseeing the implementation of a sound risk management framework.

This committee provides guidance to ICD departments in their efforts to enhance internal control systems and processes necessary to ensure risks are effectively managed.

Risk management

ICD’s risk management framework integrates risk management into core business activities and decision-making processes with the goal of taking prudent risks that are commensurate with our risk appetite.

The framework is designed to contribute to the achievement of ICD’s strategy and objectives by implementing a risk management process to systematically identify, analyse, evaluate, treat, monitor and review ICD’s risks.

We believe that a strong risk culture is important to create an environment for effective risk management processes.

All employees have a responsibility for managing risk and this is reflected in ICD’s performance management framework.

The effectiveness of ICD’s risk management framework depends on its integration into ICD’s governance framework. The Board of Directors of ICD and of the respective entities have responsibility for:

  • The establishment and oversight of risk management frameworks, including the determination and approval of risk appetite; and
  • The formation of appropriate risk management committees responsible for developing and monitoring risk management policies and procedures for the identification, analysis and management of the risks in the operations of the respective businesses.

Working with our portfolio companies

ICD plays an important governance role in respect of its portfolio companies by participating in the formation of high calibre and experienced boards or management teams through the use of board / management representation. ICD does not direct the day to day operations of its portfolio companies. Each of the portfolio companies is managed by its respective management and guided and supervised by its own Board of Directors.

However, in its capacity as a shareholder, ICD does have the ability to actively engage various stakeholders, including the boards and management of its portfolio companies. Shareholder activity is carried out to implement ICD’s mandate to supervise and monitor its portfolio companies and any coordination between them.

ICD provides assistance as and when it may be required to its portfolio to support their development through the provision of strategic advice on, among other matters, funding, ESG, and legal affairs.

In addition, ICD facilitates the implementation of co-operative ventures in furtherance of its mandate to supervise and monitor its portfolio companies and coordinate effective cooperation between them.

Audit

ICD has made both its interim and annual financial statements publicly available for a number of years.

ICD has had its consolidated financial statements audited by independent auditors each year since its inception and its interim half-year financial statements are subject to review by its external auditors.

In addition, the majority of ICD’s portfolio companies are subject to an external independent audit.

ICD and its portfolio entities are also subject to oversight by the Financial Audit Authority of the Government of Dubai (the FAA).

The FAA’s role is to provide an independent review of financial reporting processes and controls at all entities owned or controlled by the Government of Dubai.

ICD established its internal audit function in 2019. The internal audit function provides an additional layer of oversight of ICD’s internal control framework through its internal audits of ICD’s operating activities.

For independence purposes, the Head of Internal Audit function reports functionally to the Audit Committee.