CMA Decision No. 6/Chairman of 2022 · 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. (06/Chairman) of 2022 amends two provisions of the Public Joint Stock Companies Governance Guide approved by Decision No. (3/Chairman) of 2020. It was issued in Abu Dhabi on 25 February 2022 by the Chairman of the Securities and Commodities Authority (now the CMA) and took effect on the day after publication in the Official Gazette.
Article 1 replaces Clause 5 of Article 9 on board composition: the articles of association must identify executive, non-executive and independent directors, and at least one-third of the board must be non-executive independent members with the technical skills and experience the company needs; non-executive directors must be able to give the role adequate time and have no conflicting interests.
Article 2 replaces Clause 4 of Article 40 to create appointed shareholder representatives. Without prejudice to Article 180 of the Commercial Companies Law (Federal Decree-Law No. 32 of 2021), the general assembly may appoint one or more representatives, nominated by the board, to attend and vote on behalf of shareholders. They must come from law firms on the list of practising lawyers, be financial analysts accredited by the Authority, or be another approved entity. The company names them in the invitation and pays their fees; a shareholder appoints one by returning the proxy form at least 5 days before the meeting with express voting instructions. Shares without instructions count toward the meeting quorum but not toward the quorum for the decision; the representative may not vote on items without instructions, must attend in person and may not split a shareholder's shares.
Article 3 repeals conflicting provisions; Article 4 deals with publication. The board-composition clause was later rewritten by Decision No. (02/Chairman) of 2024.
Public joint stock companies subject to the Governance Guide, their boards and shareholders, and the law firms and accredited financial analysts appointed as shareholder representatives at general assemblies.
English official text in 4 articles. Open the full text or jump to a provision:
| Article 1 | Replaces Article 9(5) of the Guide: articles of association classify directors; at least one-third must be non-executive independent members with the required skills; non-executives must have time for the role and no conflicting interests. |
| Article 2 | Replaces Article 40(4): the general assembly may appoint board-nominated representatives to attend and vote for shareholders, drawn from practising law firms, accredited financial analysts or other approved entities, with fees set by the assembly. |
| Article 2 | Paragraphs A–C: the invitation names the representatives and contact details, the company bears their fees, and shareholders appoint them by proxy form sent at least 5 days before the meeting with express voting instructions. |
| Article 2 | Paragraphs D onwards: proxied shares count for the meeting quorum, shares without instructions do not count for the decision quorum; representatives manage conflicts, attend in person, accept mandates in order received and cannot split a holding. |
| Article 3 | Repeals every provision of any other decision that contradicts this decision. |
| Article 4 | Publication in the Official Gazette; in force on the day following publication. |
Our corporate secretarial work for listed and pre-listing clients follows the Governance Guide. We check that articles of association classify directors correctly, prepare general assembly invitations carrying the representative details and proxy forms, track the 5-day deadline for voting instructions, and minute the quorum correctly. We advise on governance and documentation; we are not licensed by the CMA.
| Amends | CMA Decision No. 3/Chairman of 2020 |
| Cites | 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.
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