CMA Decision No. 2/Chairman of 2024 · UAE Federal
Amending instrument that changes the Joint Stock Companies Governance Guide (CMA Decision No. 3/Chairman of 2020). The CMA has consolidated its changes into the current text of the amended regulation and keeps this instrument in its archive of amending regulations.
Chairman's Decision No. (02/Chairman) of 2024 is the broadest revision of the Public Joint Stock Companies Governance Guide (Decision No. 3/Chairman of 2020). Issued in Arabic on 10 January 2024 after Board approval on 14 September 2023, it amends 48 numbered items of the Guide and takes effect on the day after publication in the Official Gazette.
It aligns the Guide with the Commercial Companies Law (Federal Decree-Law No. 32 of 2021) and redefines related parties. Article 3 of the Guide now applies it to local public joint stock companies listed on a market and excludes foreign listed companies, financial free zone companies and free zone companies. At least one-third of the board must be independent and the majority non-executive (Article 9). The board must be evaluated every year and, every third year, by an independent professional firm (Article 12). Board remuneration is capped at 10% of net profit after depreciation and reserves, with a lump-sum fee of up to AED 200,000 permitted where there is no profit or the member's share is lower (Article 29). Gifts or hospitality of AED 500 or less unrelated to company business may be accepted if disclosed to the board (Article 30). Related-party transactions need board approval up to 5% of capital and general assembly approval above that, with a valuation over 5% (Article 34). New Article 40 bis permits remote attendance at general assemblies: constitutive, annual and special-resolution meetings are held in person with a remote option, others need CMA approval, and identity checks and video records are kept for 10 years. New Articles 61 bis and 63 bis add an audit committee annual report and an optional governance committee. Internal audit and compliance officer roles may not be combined with others, the auditor's other services are capped at 10% of the audit fee, and the integrated report is due within the first three months of the financial year or 10 days before the general assembly, whichever comes first (Article 76).
Local public joint stock companies listed on a UAE market, their boards, committees, board secretaries, external auditors and shareholders; foreign listed companies, free zone and financial free zone companies fall outside the Guide.
Arabic original text in 14 passages. Open the full text or jump to a provision:
| Article 1, item 4 | Rewrites Guide Article 3: subject to the Companies, Evidence and Civil Procedure laws, the Guide applies to local listed public joint stock companies, not to foreign listed companies or free zone and financial free zone companies. |
| Article 1, item 7 | Rewrites Guide Article 9(5): at least one-third of directors independent and a majority non-executive; adds a ban on adding an agenda item to enlarge the board after nominations open. |
| Article 1, item 10 | Rewrites Guide Article 12: annual board, member and committee evaluation, an independent professional evaluation every third year, and both reported in the governance report. |
| Article 1, item 21 | Rewrites Guide Article 29: remuneration capped at 10% of net profit after depreciation and reserves; a lump sum of up to AED 200,000 allowed with general assembly approval where profits are absent or insufficient. |
| Article 1, item 23 | Rewrites Guide Article 34: related-party transactions need board approval up to 5% of capital and general assembly approval above; those over 5% must be valued; interested parties may not vote. |
| Article 1, item 27 | Adds Article 40 bis: general assemblies by modern technology, with in-person constitutive, annual and special-resolution meetings, CMA approval for others, identity checks and 10-year video records. |
| Article 1, item 40 | Adds Article 61 bis: an annual audit committee report signed by its chairman, included in the governance report and covering auditor independence, control failures and related-party reviews. |
| Article 1, item 42 | Adds Article 63 bis: the board sets company governance rules and may form a governance committee of three to five non-executive directors to monitor compliance with the Guide. |
| Article 1, items 43–45 | Internal audit and the compliance officer may not be combined with other functions; the auditor may not provide services that impair independence or breach IESBA rules, with permitted services capped at 10% of the audit fee. |
| Article 1, item 47 | Rewrites Guide Article 76: the integrated report is disclosed within the first three months of the financial year and at least 10 days before the general assembly, whichever comes first. |
| Article 2 | Publication in the Official Gazette; in force on the day following publication. |
For listed and pre-listing clients we use this text as the governance checklist: board composition, the board secretary's duties, remuneration policy, related-party approvals and valuations, and the logistics of hybrid general assemblies. We prepare board and assembly papers, keep registers of interests and related-party transactions, and hold the 10-year records the remote-meeting rules require. We work alongside the company's auditors and licensed advisers; we are not licensed by the CMA.
| Amends | CMA Decision No. 3/Chairman of 2020 |
“Cites” and “Cited by” are built automatically from references in the full texts held in this library; they cover only instruments in the library.
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