CMA Decision No. 24/Chairman of 2025 · 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 Resolution No. (24/Chairman) of 2025 relaxes the ban on combining the roles of board chairman and company manager in public joint stock companies, subject to governance safeguards. It amends the Public Joint Stock Companies Governance Guide (Decision No. 3/Chairman of 2020), was approved by the Board by circulation and takes effect on the day after publication in the Official Gazette; the published copy leaves the issue date blank.
Article 1 replaces Clause B of Article 7: the chairman may not hold any other executive position in the company, except that the chairman may also be the Company Manager under the controls in a new Article 7 bis. Article 2 adds Article 7 bis. The combination requires that the articles of association allow it; that at least three-quarters of the board are independent; that all members of the board's permanent committees are independent; and that a special resolution of the general assembly approves it, on a board study of the reasons and its effect on board independence and oversight, for no longer than the board's term (renewable by another special resolution). A governance committee must oversee the evaluation of the Company Manager, review the combination annually, recommend its renewal or cancellation, and specify the matters, such as executive pay, restructuring plans and audit findings on management, on which the chairman must step aside. On those matters the chairman leaves the chair and does not vote, and an independent vice chairman presides. Article 3 adds Clause 5 to Article 63 bis, making the governance committee mandatory where the roles are combined.
The resolution contains no penalties of its own.
Public joint stock companies subject to the Governance Guide that want their board chairman also to act as Company Manager, together with their boards, governance committees and general assemblies.
English official text in 4 articles. Open the full text or jump to a provision:
| Article 1 | Replaces Article 7(B): the chairman may not combine the role with any other executive position, except Company Manager under the controls of new Article 7 bis. |
| Article 2 | Article 7 bis, First, items 1–3: the articles must permit the combination, at least three-quarters of the board must be independent, and all permanent committee members must be independent. |
| Article 2 | Article 7 bis, First, item 4: a general assembly special resolution approves the combination on a board study of its justification and impact, for no longer than the board term, renewable by special resolution. |
| Article 2 | Article 7 bis, First, item 5: a governance committee oversees the Company Manager's evaluation, reviews the combination yearly, recommends renewal or cancellation, and lists matters on which the chairman must step aside. |
| Article 2 | Article 7 bis, Second: on those matters the chairman does not chair or vote, and the vice chairman, who must be independent, presides. |
| Article 3 | Adds Clause 5 to Article 63 bis: forming a governance committee is mandatory where the chairman is also Company Manager. |
| Article 4 | Publication in the Official Gazette; in force on the day following publication. |
Founder-led companies preparing to list often want the founder to chair the board and run the business. We explain the price of that combination: a three-quarters independent board, fully independent committees, a governance committee and a time-limited special resolution. We draft the articles amendment, the board study and the special resolution, and set up the committee charter and annual review in the corporate calendar. The company's listing advisers handle the regulatory filings; we are not licensed by the CMA.
| Amends | CMA Decision No. 3/Chairman of 2020 |
| Cites | Commercial Companies Law · Former SCA Law |
“Cites” and “Cited by” are built automatically from references in the full texts held in this library; they cover only instruments in the library.
Joint Stock Companies Governance Guide
Approves the governance guide for joint stock companies: board composition and duties, conflicts of interest, general assemblies, shareholder and stakeholder rights, boar…
Amendment 2/Chairman of 2024 to Joint Stock Companies Governance Guide
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 t…
Commercial Companies Law
The principal law for onshore UAE companies: it sets out the permitted legal forms (joint liability, limited partnership, LLC, private and public joint stock), incorporat…
Amendment 16/Chairman of 2024 to Joint Stock Companies Governance Guide
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 t…
Whether you are establishing a new venture, restructuring an existing enterprise, or exploring residency pathways — we are here to advise.
Arrange a Consultation →