The Board of Directors is responsible for the overall management of the Company. The Company Articles of Association sets out the way and method of election and composition of Board and the number of its members, as well as their term of office in compliance with governance requirements and applicable Commercial Companies Law. Board members are elected and appointed by the shareholders during the General Assembly meeting (GAM); this is either after completing their membership period stipulated by law or as a result of any other cases stipulated by law. The Board is also vested with authorities to attain the Company’s goals and objectives in accordance with the Company’s Articles of Association.
NAME OF MEMBER/S
BOARD POSITION
TYPE / NATURE OF MEMBERSHIP
DATE OF APPOINTMENT IN BOARD
DATE OF RESIGNATION FROM THE BOARD
H.H. Sheikh Theyab Bin Tahnoon Bin Mohammad Al Nahyan
Chairman
Non-Executive/ Independent
31st August 2020
-
Eng. Abdulla Subhi Atatreh
Vice Chairman
Non-Executive/ Independent
31st August 2020
-
Mr. Ahmad KilaniMr. Ahmed Kilani was appointed as a managing director in the company pursuant to a decision of the Board of Directors issued at their 3rd meeting of the year 2021 dated 10/06/2021, on the basis of which his membership was amended.
Board Member / Managing Director
Executive/ Non-Independent
7th March 2016
-
Dr. Abdul Rahman Al Afifi
Board Member
Non-Executive/ Independent
25th March 2018
Dr. Abdulaziz Fahad H. Alongary
Board Member
Non-Executive/ Independent
31st August 2020
-
Mr. Mohamed Ahmad Alhammadi
Board Member
Non-Executive/ Independent
31st August 2020
-
Eng. Waleed Mohammad Mohammad
Board Member
>Non-Executive/ Independent
31st August 2020
10th June 2021
The composition/qualification and profile of board members as at 31st Dec 2021:
H.H. SHEIKH THEYAB BIN TAHNOON BIN MOHAMMAD AL NAHYANCHAIRMAN OF THE BOARD
His Highness graduated from the United Arab Emirates University in 2004 with a bachelor’s degree in Architectural Engineering. He entered the field of commerce and business administration upon graduation from university and manages his father’s businesses and properties.
He currently holds several positions, including:
Vice Chairman of Abu Dhabi Insurance Company
Chairman of City Land Group
Chairman of Tamakkan Real Estate
MR. AHMAD KILANIBoard Member / Managing Director Chairman of the Audit Committee CEO OF TABARAK INVESTMENT
Ahmad Kilani is a well-versed finance professional with an overall experience of more than 18 years in finance, investment banking and corporate finance, in regional and local firms. The experience of Ahmad Kilani is diversified among sectors of energy, real estate, trading, manufacturing, construction, education and tourism. Throughout his career, Ahmad Kilani managed several transactions including IPOs, mergers and acquisitions, private placements, restructuring and equity valuations.
Ahmad Kilani is currently the CEO of Tabarak Investment. He is also a board member of Drake & Scull International PJSC.
ENG. ABDULLA SUBHI ATATREHVICE CHAIRMAN Chairman of the Nomination & Remuneration Committee
Eng. Atatreh holds a Bachelor Degree in Civil Engineering from United Arab Emirates University, the UAE’s flagship university, and an MBA from Al Ain University of Science and Technology
Engineer Abdulla Atatreh is the Vice Chairman of TABARAK Investment. He is also the Vice-Chairman of Drake & Scull International PJSC and a Board Member in Anan Investment Holding (Private Join-Stock Company).
Eng. Atatreh is an active member of Board of Trustees at Al Ain University of Science & Technology (AAU), his experience, strategic management skills and curiosity towards higher education allows him to provide creative ideas that contributes to the development of AAU and help the University to reach higher levels.
ENG. WALEED MOHAMMAD MOHAMMADEng. Waleed Mohammad Mohammad resigned from his position as a board member on June 10th 2021.BOARD MEMBER (RESIGNED) MEMBER OF THE NOMINATION & REMUNERATION COMMITTEE
Eng. Waleed holds a bachelor’s degree in Civil Engineering from Damascus University 1987.
He is a businessman who owns more than 30 companies in various activities such as contracting, Manufacturing, Real-Estate, Hotels and Tourism.
His companies have also implemented quality projects in Abu Dhabi, Dubai and Saudi Arabia, including universities, schools, various projects, residential and commercial towers, some of which reach 80 floors.
DR. ABDULAZIZ FAHAD H. ALONGARYBoard Member MEMBER OF THE NOMINATION & REMUNERATION COMMITTEE
Dr. Alongary holds a bachelor’s degree from the United States of America in 1996 and in 2001 he obtained a doctorate degree in business administration.
He currently serves as a Vice-Chairman of Anan Investment Holding (Private Join-Stock Company), a board member and partner in a group of Saudi companies such as Bunyan Holding Company in Riyadh, BITS- Digital Solutions Company, Industrial Construction Technology Company in Riyadh, and Advanced Solutions for Special Needs based in the United States of America.
Dr. Alongary has practical experience in many commercial and real estate sectors and has contributed to establishing many commercial companies and has extensive experience in many sectors.
MR. MOHAMED AHMAD ALHAMMADIBoard Member Member of the Audit Committee MEMBER OF THE NOMINATION & REMUNERATION COMMITTEE
Mr. Alhammadi holds a bachelor’s degree in the field of media (mass communication) from the United Arab Emirates University. He joined the media field in economic journalism at Al-Ittihad newspaper in Abu Dhabi in 1991.
In 2000, he worked for the Ministry of Presidential Affairs as a researcher in the field of studies and research and held the position of Head of Research and Statistics Department until the end of 2016.
Mohamed Alhammadi has also served in a number of institutional governmental committees working in social, economic and other fields.
DR. ABDUL RAHMAN AL AFIFIBoard Member Chairman of the Insiders’ Trading, Follow-Up and Supervision Committee MEMBER OF THE AUDI COMMITTEE CEO OF H.H. SHEIKH TAHNOON BIN MOHAMMED AL NAHYAN›S OFFICE
Dr. Al Afifi is an entrepreneur and driven Chief Executive, with more than ten (10) years of progressive management experience. He has extensive experience with highly management systems, which require deep understanding of critical business drivers in multiple markets and industries; highly successful in building relationships with upper-level decision makers, seizing control of critical problem areas, and delivering on customer commitments.
As GM / CEO of H.H Sheikh Tahnoon Bin Mohammed Al Nahyan’s Office, Dr. Al-Afifi achieved year-after-year revenue and business growth objectives within a rapid-change environment with high professionalism in strategic and implementation planning and guiding and directing the organization through substantial change management utilizing strong and effective strategic leadership. To become a recognized example proven strong ability to solve complex company problems using excellent judgment and decision-making skills.
Dr. Al Afifi is presently working as a CEO of TMKN Group - Abu Dhabi. Under Private Office of H.H. Sheikh Tahnoon Bin Mohammad Al Nahyan, he is working to manages and directs all business units of TMKN group of companies; Champions the introduction of quality, cost reduction and continuous best practices to drive market growth; and he has a full responsibility for approving business plan and growth strategy, defining offerings and delivery models, establishing partnerships, and building operating infrastructure; develops vision, mission and goals, identify profitability and revenue opportunities, define critical goals and success factors, establish clear objectives and practical action plans, foster innovation and risk taking, build teams, and establish relationships with vendors and partners. Manages a team of different business units, product managers, business development specialists, and operations / logistics personnel.
Dr. Al Afifi has been appointed to the privet office of H.H Sheikh Tahnoon Bin Mohammed Al Nahyan. He has been an Architectural Engineer and project manager for years. He has been able to manage strategic plans and develop work plans efficiently and professionally. He completed his MBA from UAE University (Al Ain) and his PhD in Project Management from the British University in Dubai.
The membership of the Board of Directors in any other public shareholding companies
SR #
NAME OF GNH BOARD MEMBER
BOARD MEMBERSHIP IN OTHER PUBLIC SHAREHOLDING CO.
1
Eng. Abdulla Atatreh
Vice-Chairman of Drake & Skull International PJSC
2
Mr. Ahmad Kilani
Board Member of Drake & Skull International PJSC
The membership of the Board of Directors in other important regulatory, government or commercial positions.
SR #
NAME OF GNH BOARD MEMBER
BOARD MEMBERSHIP IN OTHER PUBLIC SHAREHOLDING CO.
1
H.H. Sheikh Theyab Bin Tahnoon Bin Mohammad Al Nahyan
Vice Chairman of Abu Dhabi Insurance Company
Chairman of City Land Group
Chairman of Tamakkan Real Estate
2
Eng. Abdulla Atatreh
Board Member of Anan Investment Holding (Private Join-Stock Company)
3
Dr. Abdulaziz Fahad H. Alongary
Vice-Chairman of Anan Investment Holding (Private Join-Stock Company)
Board Member of Bunyan Holding Company in Riyadh
4
Mr. Ahmad Kilani
Board Member of Anan Investment Holding (Private Join-Stock Company)
Female component in the Board during the year 2021
None
Reasons for not nominating any female to the Board’s membership
No female candidate was nominated in the Board elections. The company and its management are taking all necessary measures to ensure the representation of women on its board, including participation in relevant seminars and courses, in addition to amending the company’s articles of association in line with the latest regulations.
Statement regarding:
1
Directors’ remuneration for the year 2020
The Board of Directors did not receive any remuneration for their efforts during the year 2020.
2
Proposed BoD remuneration for 2021 which will be presented in the General Assembly Meeting for approval
The General Assembly scheduled to be held in April 2022 will consider the proposal of the Board of Directors to pay a remuneration totalling 600,000 dirhams in return for the board’s efforts for the year 2021
A monthly/annual bonus is allocated to the person who occupies the position of managing director in the company, in return for his/her efforts in managing the company.
3
Allowances for attending board committee meetings, during the year 2021
In accordance with the SCA Governance Standards 7 R.M of 2016, Article No. 21 (Remuneration of the Chairman and Members of the Board of Directors); on 2016 GNH board of directors accordingly resolved not to receive any attendance fee/allowance for the board and committee meetings. Hence, there is no budget allocated for same during the financial period 2021. A monthly/annual bonus is allocated to the managing director in return for his efforts in managing the company, as determined by the Board of Directors and its sub-committees.
The number of board meetings held during the year 2021, along with dates/attendance & proxies
BOARD MEMBERS
MEETINGS HELD IN PERSON
14/12/2021
31/03/2021
10/06/2021
11/08/2021
14/11/2021
H.H. Sheikh Theyab Bin Tahnoon Bin Mohammad Al Nahyan
Eng. Abdulla Subhi Atatreh
Mr. Ahmad Kilani
Eng. Waleed Mohammad MohammadEng. Waleed Mohammad Mohammad resigned from his position as a board member on June 10th 2021.
Resigned
Resigned
Resigned
Dr. Abdul Rahman Al Afifi
Dr. Abdulaziz Fahad H. Alongary
Mr. Mohamed Ahmad Alhammadi
The Number of Board Resolutions Passed by Circulation during 2021
MEETING DATE
03/01/2021
10/05/2021
08/09/2021
MEETING DATE
03/01/2021
10/05/2021
08/09/2021
Tasks and functions carried out by the Executive Management as delegated by the Board of Directors
The Company’s Articles of Association shall determine the duties and responsibilities of the Board of Directors, and the Board of Directors takes the necessary procedures to ensure compliance with applicable laws, regulations, and resolutions, as well as the requirements of the supervisory authorities; and adopting the strategic approaches and main objectives of the Company and supervising implementation thereof. Where the Board of Directors appointed member of the board, Mr. Ahmad Kilani, as a Managing Director in the company and granted him the authority to perform his duties. The main tasks assigned to the Managing Director are summarized in the implementation of the vision, mission, strategic plans, annual plans, improving overall growth and elevating the reputation of Gulf Navigation Holding.
Statement for Related Party Transactions
Related parties include the major shareholders, directors, key management personnel of the Group, and their related entities that has control, joint control or significant influence over the group. Pricing policies and terms of these transactions are approved by the Group’s management. Determination of which relationships and transactions qualify for related party disclosure is done as part of the preparation of consolidated financial statements.
A- Statement of the details of transactions made with the related parties (Stakeholders) during 2021 Party Transactions and Balances:
The Group entered into the following significant transactions with related parties in the ordinary course of business at mutually agreed terms and conditions:
STATEMENT OF RELATED PARTIES
CLARIFYING THE NATURE OF RELATIONSHIP
TYPE OF TRANSACTIONS
VALUE OF TRANSACTION IN AED
1
Tabarak Investment
Shareholder
Loan
6,838,000
2
Royal Majestic Investment
Shareholder
Loan
4,000,000
2
Royal Majestic Investment
Shareholder
Adjustment Fee
100,000
B- Key Management Remuneration
Company’s organizational structure
Statement of senior personnel (executives) in the first and second tier, along with their job titles, appointment date, salaries and allowances as at 31st December 2021:
