Governance
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 committees that 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 and divestment 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 comprises 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.
The ESG Management Committee comprises three members of ICD’s management team and performs an oversight and monitoring role in relation to ICD’s management of its own ESG responsibilities and the implementation of ICD’s ESG framework and strategy.
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 putting in place 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
By participating in the formation of high calibre and experienced Boards and management teams, ICD plays an important governance role in respect of its portfolio companies.
ICD does not typically direct the day to day operations of its portfolio companies. Each of the portfolio companies is managed by its management team and guided and supervised by its 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 teams of its portfolio companies, either directly or through designated Board members. Shareholder activity is carried out to promote sound business practices, consistent with ICD’s mandate to supervise and monitor its portfolio companies.
When required or justified by circumstances, ICD provides assistance to its portfolio companies to support their development.
This support may take various forms, including financial support or the provision of advice on strategy, funding, ESG, HR and legal matters. Occasionally, ICD also facilitates cooperation between portfolio companies, as appropriate.
Audit
ICD has made both its interim and annual financial statements publicly available for a number of years.
ICD has its consolidated group financial statements audited by independent auditors and has done so each year since its inception in addition to its interim half-year financial statements that 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 of all entities owned or controlled by the Government of Dubai.
ICD’s 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.