Annual Review

2018

A year of dynamic growth in Islamic and conventional listings, as well as expansion of the equity derivatives market, has strengthened Nasdaq Dubai’s role as the region’s international exchange. We also expanded our thought leadership role in promoting debate and discussion on the capital markets and business issues.

Performance Highlights

January
  • DP World celebrates 10th anniversary of its IPO
  • Nasdaq Dubai launches single stock futures on GFH Financial Group
February
  • Union Coop announces it will launch electronic share trading using Nasdaq Dubai CSD 
  • Nasdaq Dubai launches futures on DFM and ADX equity indices
  • Dubai Islamic Bank lists USD 1 billion Sukuk
  • SICO UAE becomes equity derivatives Member
March
  • Industrial and Commercial Bank of China lists 2 bonds with total value of USD 1.4 billion
  • Indonesian government lists 2 Sukuk with total value of USD 3 billion
  • Brokerage House Securities (BHS) becomes equity derivatives Member
  • Emirates Airline lists USD 600 million Sukuk
  • Emirate of Sharjah lists USD 1 billion Sukuk
  • Islamic Development Bank (IDB) lists USD 1.25 billion Sukuk
  • Dar Al Arkan lists USD 500 million Sukuk
  • Depa switches equity trading currency from USD to AED
  • ENBD Reit celebrates 1st anniversary of its IPO
April
  • Sharjah Islamic Bank lists USD 500 million Sukuk
  • DAMAC Properties lists USD 400 million Sukuk
  • Noor Bank lists USD 500 million Sukuk
May
  • Nasdaq Dubai announces it will launch equity futures on Saudi companies
July
  • Nasdaq Dubai names 12 Saudi companies on which it will initially launch equity futures
  • Nasdaq Dubai moves to new premises in DIFC and opens MarketSite, a broadcasting space and event hub for capital market activities
September
  • Nasdaq Dubai and BHS collaborate to promote investor awareness of equity futures
  • Nasdaq Dubai and Oxford Business Group announce financial intelligence collaboration
  • DP World lists 4 multi-currency Sukuk and bonds with total value of USD 3.3 billion
  • IDB lists USD 1.3 billion Sukuk
October
  • Opening bell at MarketSite rings in Dubai Islamic Economy Week
  • Nasdaq Dubai Murabaha platform passes USD 100 billion in Islamic finance transactions
  • CNBC International opens studio at MarketSite
November
  • Islamic Development Bank (IDB) lists 650 million euro Sukuk
  • Integrated Securities rings opening bell to celebrate being most active futures broker
  • Daman Securities becomes equity derivatives Member
  • Nasdaq Dubai and 13 brokerages celebrate National Day by ringing opening bell
DEcember
  • Nasdaq Dubai announces launch of futures on MSCI UAE equity index in January 2019
  • Emirate of Sharjah lists USD 200 million Sukuk tap issuance
CAPITAL ADMITTED (USD BILLIONS)
No. of Listings

Equities Trading

Year Value (USD) Volume (shares) No. of trades
2018 1.153 billion 164 million 29,057
2017 1.331 billion 273 million 29,518
2016 1.243 billion 138 million 22,913

FTSE Nasdaq UAE 20 Index

The index fell 6.5% over the year, from 3,289 at the end of 2017 to 3,074 at the end of 2018. It tracks 20 liquid stocks listed on Dubai Financial Market, the Abu Dhabi Securities Exchange and Nasdaq Dubai.

Member's Market Share by Value of Equities Traded, 2018

Most active 10 members by % traded value
Member % Traded Value
EFG-Hermes Brokerage  62.89
Arqaam Securities  18.53
Al Safwa Mubasher 7.69
Emirates NBD Securities 2.39
SHUAA Capital  2.19
Menacorp 1.33
FAB Securities 0.95
SICO Financial Brokerage  0.95
Integrated Securities 0.52
Al Dar Shares & Bonds  0.5

EQUITY FUTURES TRADED CONTRACTS

Member's Market Share by Value of Equity Futures Traded, 2018

Most active members by % traded value
Member % Traded Value
Integrated Securities 32
Menacorp 22
Brokerage House Securities 19
Al Ramz Capital 17

Sukuk Listings

Issuer Month Value (USD)
Dubai Islamic Bank February 1 billion
Government of Indonesia March 1.75 billion
Government of Indonesia March 1.25 billion
Government of Sharjah March 1 billion
Islamic Development Bank March 1.25 billion
Dar Al Arkan March 500 million
Emirates Airline March 600 million
Sharjah Islamic Bank April 500 million
DAMAC Properties April 400 million
Noor Bank April 500 million
DP World September 1 billion
Islamic Development Bank September 1.3 billion
Islamic Development Bank September 650 million euros
Government of Sharjah tap issuance December 200 million
Total in USD 11.99 billion

Bond Listings

Issuer Month Value
Industrial and Commercial Bank of China March 700 million USD
Industrial and Commercial Bank of China March 700 million USD
DP World September 1 billion USD
DP World September 750 million euros
DP World September 350 million sterling
Total in USD 3.74 billion

Chairman's Message

ABDUL WAHED AL FAHIM
Chairman, Nasdaq Dubai

A year of dynamic growth in Islamic and conventional listings, together with activity on many other fronts including thought leadership, strengthened Nasdaq Dubai’s role as the region’s international exchange during 2018. Expanding the equity derivatives market was a particular focus. This included launching futures on UAE equity indices, followed by the well received announcement that the exchange would launch futures on the shares of Saudi companies in early 2019. This development is a milestone for the capital markets in the Middle East. These unique and versatile investment tools will attract further international investment into the region as well as appealing to regional investors.

Our move to new and larger offices in Dubai International Financial Centre (DIFC) in July 2018 reflects our recent expansion as a company and our growing role in promoting capital markets and business discussion and debate. The state-of-the-art MarketSite event and media space at our new premises has been extremely busy, hosting senior business people and officials at a diverse range of market bell-ringings, Executive Briefings and seminars on business and finance related topics.

Business Review

HAMED ALI
Chief Executive Officer, Nasdaq Dubai
Equity Derivatives

The successful development of our still young equity derivatives market was a highlight of 2018. In terms of products, we added futures contracts on DFM-listed GFH Finance Group of Bahrain to our market in January. This is the first non-UAE company on which we have launched derivatives and it brought the total number of companies on our futures market to 17. The following month we added our first index products in the form of futures on Dubai Financial Market’s DMFGI index and Abu Dhabi Securities Exchange’s ADI index, both widely watched by investors.

Then in May we announced that we will be the first exchange to offer single stock futures listed on the Tadawul in Saudi Arabia, the Middle East’s largest and most active market. This is a game-changing step for the region, as it will attract further activity by international as well as regional investors. In July we published the names of the 12 Saudi companies on which the futures will be launched, including some of the region’s largest businesses such as SABIC, Saudi Electricity Company and Almarai. Near the end of the year we announced the launch date of trading on our Saudi futures: January 9, 2019.

Mustafa Kheriba, Chairman of Integrated Securities, said: “Integrated Securities is delighted to be driving investor access to Nasdaq Dubai’s expanding equity derivatives market. Derivatives represent a significant and attractive market for our institutional and individual clients.”

Several leading brokers joined the derivatives market during the year. First SICO UAE became a Member in February, followed by Brokerage House Securities (BHS) in March. In September we announced a joint campaign with BHS to promote investor awareness of the benefits of equity derivatives. Then Daman Securities joined as a Member in November. The same month Nasdaq Dubai welcomed Integrated Securities, which joined as a derivatives Member when the market opened in 2016, for a market-opening bell ringing to celebrate its achievement of being the most active futures broker by traded value throughout 2018.

Futures traded value in 2018 reached AED 241 million from 1.37 million contracts. The most active broker during the year was Integrated Securities with a 32% share of traded value (excluding market makers), while Menacorp was the second most active with 22%, Al Ramz Capital was third with 19% and Brokerage House Securities fourth with 17%. SHUAA Capital was the most active market maker with a 92% share of market-making, followed by Al Ramz Capital with 8%.

Equities

We were delighted to celebrate the 10th anniversary of DP World’s IPO at a ceremony held jointly with the company in January. The IPO capital raise of 4.96 billion US dollars was a Middle East record at the time and in the years since then DP World has consistently been Nasdaq Dubai’s largest company by market capitalisation and one of the largest listed companies in the UAE.

In March we celebrated ENBD REIT’s one-year listing anniversary at a joint ceremony that marked the company’ pioneering role as one of the first listed REITS in the UAE. The same month Depa converted its share trading from USD dollars to AED, publicising the switch with a market-opening bell-ringing. Depa is the first company to take advantage of Nasdaq Dubai’s ability to allow share trading in currencies other than the US dollar.

Total equities traded value on Nasdaq Dubai reached 1.15 billion US dollars in 2018 with volume reaching 164 million shares.  The most active equities broker on the exchange by traded value during the year was EFG-Hermes, followed by Arqaam Securities and then Al Safwa Mubasher.

The FTSE Nasdaq Dubai UAE 20 index, which tracks 20 liquid stocks listed on Nasdaq Dubai, DFM and ADX, ended the year at 3,074, down 6.5% from 3,289 at the end of 2017.

SUKUK & BONDS

The debt issuers that came to the exchange in 2018 were diverse in background, including overseas governments, a multilateral-lender, leading UAE companies and private as well as well as public sector entities. While most listings were in US dollars, several issuances made use of the exchange’s ability to list in other currencies. All benefited from Nasdaq Dubai’s global links to investors and the international visibility that it helps its issuers to achieve.

The exchange listed 13 Sukuk with a total nominal value of 11.99 billion US dollars in 2018, consolidating Dubai’s position as the largest centre in the world for Islamic bonds by listed value. This total reached 60.4 billion US dollars by the end of the year, up from 52.5 billion US dollars at the end of 2017. Nasdaq Dubai also listed five conventional bonds during 2018 with a total value of 3.7 billion US dollars, making Dubai one of the largest regional listing hubs in that asset class with a total value of 17.3 billion US dollars.

Dubai Islamic Bank was the first issuer to list in 2018 with a one billion US dollar instrument in February. In March the government of Indonesia listed two Sukuk of 1.75 billion US dollar and 1.25 billion US dollars, followed by the government of Sharjah with a one billion US dollar listing. The same month Islamic Development Bank listed a 1.25 billion US dollar Sukuk, Dar Al Arkan of Saudi Arabia listed a 500 million US dollar instrument, and Emirates Airline brought a 600 million US dollar Sukuk. Two conventional bonds were also listed in March, both by Industrial and Commercial Bank of China with a value of 700 million US dollars each.

Sharjah Islamic Bank brought a 500 million US dollar Sukuk in April, followed the same month by DAMAC Properties with a 400 million US dollar listing and Noor Bank with a 500 million US dollar instrument.

Sultan Ahmed Bin Sulayem, Group Chairman and CEO of DP World, said: “We are delighted with the outcome of this funding exercise. The transaction was well received in the market with strong demand as evidenced in the attractive pricing. This multi-currency multi-tenor issue was a first for this region and allowed us to capture new investors across different formats and currencies.”

In September DP World brought a Sukuk and three conventional bonds to the exchange on the same day, following a complex transaction that was the largest debt issuance from the Middle East since 2014 and the first triple currency offering from a regional in the past 12 years. We were delighted to welcome Sultan Ahmed Bin Sulayem, Group Chairman and CEO of DP World, to ring the market-opening bell to celebrate the listing of the one billion US dollar Sukuk and three conventional bonds of one billion US dollars, 750 million euros and 350 million sterling respectively. These were the first listings to be celebrated at MarketSite at our new premises and we look forward to many more. In September Islamic Development Bank listed a 1.3 billion US dollar Sukuk followed by a 650 million euro Sukuk in November. The final listing of the year was a 200 million US dollar tap issuance by the government of Sharjah, which was an addition to the 1 billion US dollar Sukuk that it issues in March.

Many of the debt listings during the year were marked by market-opening bell ceremonies. Regular attendees included His Excellency Essa Kazim, Governor of Dubai International Financial Centre (DIFC), Secretary General of Dubai Islamic Economy Development Centre (DIEDC), Chairman of Borse Dubai and Dubai Financial Market (DFM) and a Board Director of Nasdaq Dubai, as well as our Chairman Abdul Wahed Al Fahim together with senior executives from Nasdaq Dubai, DFM and DIEDC.

MURABAHA

Total transactions on the Nasdaq Dubai Murabaha Platform since its 2014 launch reached 115.2  billion US dollars at the end of 2018, reflecting its popularity with corporate and individual users. Transactions in 2018 on the Islamic financing platform increased by 27% to 36.2 billion US dollars, up from 28.4 billion US dollars in 2017. The platform is used by banks and other financial institutions on behalf of individual as well as corporate clients.

Hesham Abdulla Al Qassim, Chairman of Emirates Islamic, Vice Chairman and Managing Director of Emirates NBD,said: “We are delighted to be able to announce the 100 billion US dollar Murabaha milestone during Islamic Economy Week. The platform is set to attract further regional and international entities to make use of its services on behalf of a growing range of businesses and individuals.”

Established through a joint initiative with Emirates Islamic in 2014, the platform’s success reflects its substantial advantages over traditional Murabaha channels, utilising Sharia’a-compliant Certificates that are traded in Nasdaq Dubai’s Central Securities Depository (CSD). As well as providing Sharia’a certainty, the transactions can take place in minutes and are executed at a fixed price with no spread.

Marketsite

The opening of MarketSite has provided Dubai with a world class events and media space to promote business and capital markets thought leadership. As an integral part of the new offices that we moved into in July, MarketSite has already hosted many market-opening bell-ringings as well as a range of seminars, roundtables and other events. These have enabled business leaders and senior officials to reach select attendees gathered at our premises and wider audiences through the media.

Events at MarketSite have included Executive Briefings delivered by companies including Goldman Sachs, MSCI and IBM on the topics of Saudi equities, market classification and blockchain respectively. MarketSite also hosted a compliance session for brokers delivered jointly by Dubai Financial Services Authority and the Securities and Commodities Authority.

HE Essa Kazim, Governor of the Dubai International Financial Centre (DIFC) and Secretary General of Dubai Islamic Economy Development Centre (DIEDC), said: “The inaugural Islamic Economy Week is a continuation of Dubai’s efforts to promote the Islamic economy principles. The Global Islamic Economy Summit convenes key stakeholders from across the world and strengthens the emirate’s position as the global capital of Islamic economy.”

Bell-ringings at MarketSite included celebrations for DP World and Integrated Securities, as well as the launch of Dubai Islamic Economy Week and then a ceremony to mark National Day attended by 13 of our brokerages. Nasdaq Dubai and Oxford Business Group marked the signing of our partnership to promote high quality financial intelligence with a celebration in front of the MarketSite screen. Our issuer ENBD Reit made use of MarketSite to hold a shareholders General Meeting.

KC Sullivan, President and Managing Director of CNBC International, said: “Our new home at Nasdaq Dubai is already playing an important role in delivering a deeper focus on the Middle East business story to our global audience. We aim to further enhance our editorial presence across the region.”

As well as catering to a range of print and broadcast media invited for specific events, MarketSite is home to a well equipped television studio occupied by CNBC International. CNBC launched its broadcasting from the studio in October as an integral part of its global programming. The studio supports MarketSite’s key role in linking the Middle East’s capital markets with the rest of the world and promoting the visibility of regional businesses.

Academy

Nasdaq Dubai Academy delivered 23 training courses during the year, providing expert instruction in a range of financial markets topics. These included a focus on equity derivatives training for brokers ahead of the expansion of our futures market. The Academy also held workshops for Members in association with Dubai Financial Services Authority (DFSA).

Other training topics ranged from CISI’s International Introduction to Securities & Investments (IISI) and the International Certificate in Wealth and Investment Management (ICWIM) to the Islamic Finance Qualification (IFQ) exam. The Academy certified nine individual brokers from four Member firms as Trading Managers able to trade on the exchange.

CORPORATE GOVERNANCE

This section provides an overview of Nasdaq Dubai’s governance during the year 2018. It explains how the Company applies principles of sound corporate governance to ensure an environment of strategic direction, performance, accountability and control in the business.
Board of Directors

At the foundation of a well governed company is an effective Board that provides good leadership and oversight, within a framework of prudent and effective controls that enable risk to be assessed and managed.

The Nasdaq Dubai Board is committed to the highest standards of corporate governance and business integrity. The Board continues to ensure that we adhere to good governance principles and practices.

The Nasdaq Dubai Board represents and acts on behalf of its shareholders, Dubai Financial Market and Borse Dubai, and is committed to strong corporate governance policies, practices and procedures designed to make the Board more effective in exercising its oversight role for achieving the Company’s strategic objectives and for the stewardship of the Company’s resources. The Board adopts the view that corporate governance should promote good performance and integrity as well as conformance with legislation and that effective governance practices enhance the Company’s ability to achieve its strategy and long-term success.

While the Board does not have responsibility for day to day management of the company, it stays informed about the company’s business and provides guidance to company management through periodic meetings and other interactions. In accordance with good governance practice, the roles of Chairman and Chief Executive are distinct and separate with a clear division of responsibilities. This separation of roles promotes more effective communication channels for the Board to express its views on Management. The Chairman presides over meetings and is responsible for the running and leadership of the Board and ensuring its effectiveness. The Chief Executive has delegated authority from and is responsible to the Board for managing the Company’s business. We believe that this separation of roles and allocation of distinct responsibilities to each role facilitates communication between senior management and the full Board about issues such as corporate governance, succession planning, executive compensation and company performance.

The Board has adopted a formal schedule of matters specifically reserved for its decision-making, which includes the annual budget, strategy and long term business objectives, major projects and contracts and significant capital expenditure. The Board has created three Committees to ensure effective and efficient Board operations in accordance with their respective Charters.

During the financial year, the Board met on 4 occasions in person in Dubai. The Board has continued to oversee the Group’s strategy, risk framework and financial performance. The Board uses Nasdaq’s online board portal, Directors Desk for its meetings, which makes make the board process efficient and has the benefit of considerable savings in resources, paper and printing.

The Nasdaq Dubai Board comprises 7 Non-Executive Directors including the Chairman, Abdul Wahed Al Fahim. Biographical details of the Directors and the Committees on which they serve are set out below. The biographies demonstrate a wide range of experience and skills, including leadership and knowledge of corporate governance requirements and practices, enabling the Board members to discharge their responsibilities and to bring independent judgment on matters of strategy, performance and standards of conduct which are important to the success of the exchange.

Board Charter

Nasdaq Dubai’s governance framework is set out in its Board Charter. The Charter details the corporate governance framework, coordinates and aligns supporting policy documents and establishes an environment that enables the Board and officers of Nasdaq Dubai to meet their responsibilities under the prevailing law and to demonstrate good governance practices.

NON-EXECUTIVE DIRECTORS / INDEPENDENCE

In accordance with Dubai Financial Services Authority (DFSA) Authorised Market Institution regulation and the Articles of Association, a sufficient number of Board members should be Independent Non-Executive Directors. The Non-Executive Directors, four of whom are Independent, bring wide and varied commercial experience to the deliberations of the Board and its Committees.

An assessment of Directors’ independence is carried out on an ongoing basis and at appointment for new Directors. Each Director discloses their status i.e. independent or connected and has the opportunity to disclose changes in external directorships and other potential conflicts of interest. The Board ensures that there are sufficient number of Independent members at all times. The assessment was reviewed by the Nomination and Remuneration Committee and its recommendations were made to the Board for its approval.

A third of the Non-Executive Directors are subject to annual re-election by the shareholders at the Annual General Meeting. In relation to Board remuneration, they receive an annual retainer together with meeting attendance fees for Board and Committee meetings.

Board & Committee Meetings 2018

The Board held four scheduled meetings. A table of Board and Committee meeting attendance is set out below. Comprehensive Board and Committee papers, comprising an agenda and formal reports and briefing papers are sent to Directors in advance of each meeting. Each meeting includes a wide-ranging report from the Chief Executive, a report on the Nasdaq Dubai’s financial performance and reports from the committee chairmen.

During the year the Board considered the following matters: the review and approval of year 2017 results, review of the Board, Audit and Risk Management Committee Charters, Personal Trading policy for Board members, AML Policy, Risk Policy, Risk Management Framework, amendments to transaction limits and signing authority matrix and Budget 2019. When Directors have not been able to attend meetings due to conflicts in their schedule, they received the relevant meeting papers.

Board & Committee Meetings 2018
Member Board Audit & Risk Management Market Oversight Nomination & Remuneration
No. of Meetings: 4 4 4 4
Abdul Wahed Al Fahim 4 of 4 4 of 4 4 of 4 4 of 4
Edward Knight 4 of 4 4 of 4
H.E. Essa Kazim 4 of 4
George Möller 3 of 4 3 of 4 3 of 4
Jamal Nasser Lootah 4 of 4 4 of 4 4 of 4
Majid Saif Al Ghurair 1 of 4
Rashid Al Shamsi 4 of 4 4 of 4

BOARD COMMITTEES

Board Committees play an important role in the governance process and assist the Board in discharging its duties.

The standing Committees of the Board include: the Audit and Risk Management Committee, the Market Oversight Committee and the Nomination and Remuneration Committee. The Chair of each Committee reports to the Board on actions taken at each meeting. Each Committee has the authority to retain independent advisers. Each Committee has its own Charter, providing written terms of reference that define its authorities, duties and membership. In line with good practice, membership of the Committees is entirely non-executive and the majority are independent Directors.

AUDIT AND RISK MANAGEMENT COMMITTEE

The Audit and Risk Management Committee is chaired by Jamal Nasser Lootah. The other members are Abdul Wahed Al Fahim and George Möller. The company secretary acts as secretary to the Committee. The Committee is responsible for the independent and objective oversight of internal control and risk management, internal compliance, governance issues, financial reporting, external and internal auditors and financial controls.

During the year, the Committee met on 4 occasions. The Committee reviewed the annual budget, regular finance reports and the annual financial statements. The Committee recommended the annual budget and the annual financial statements to the Board for approval. The Committee met with the independent auditors, PricewaterhouseCoopers, to consider the results of the annual audit and to review the annual financial statements for year 2017. The Committee reviewed the risk management reports from Market Operations and approved the Annual AML Return. The Internal Audit function, which is provided by Dubai Financial Market, met regularly with the Committee which received the Annual Internal Audit Plan, progress on Internal Audit together with the Internal Audit reports following the completion of each audit. The Committee reviewed and recommended the amendments to the Board and Audit and Risk Management Charters, Personal Trading policy for Board Directors, Risk Policy, Risk Management Framework and transaction limits and signing authority matrix to the Board.

MARKET OVERSIGHT COMMITTEE

The Market Oversight Committee is chaired by George Möller. The other members are Abdul Wahed Al Fahim and Edward Knight. The company secretary acts as secretary to the Committee. The Committee is responsible for the independent oversight of Market Regulation which includes Issuer & Market Surveillance and Anti Money Laundering & Compliance functions. It also supervises the regulatory functions carried out by other areas of Nasdaq Dubai, including the application of the exchange’s Rules, Members' conduct of business and the clearing and settlement function.

During the year, the Committee met on 4 occasions. The Committee met on each occasion with Compliance and received updates on regulatory and compliance matters, including feedback on regular meetings with the DFSA. The Committee also received reports on any market incidents as part of its regulatory oversight function. The Committee reviewed and recommended for Board approval the extension of term of Practitioner Committee members. The Committee received the annual audit report for the Nasdaq Dubai Company Announcements and News Disclosure System. The Committee reviewed the annual budget and resources for Compliance team.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is chaired by Rashid Al Shamsi. The other members are Abdul Wahed Al Fahim and Jamal Nasser Lootah. The company secretary acts as secretary to the Committee. The Committee is responsible for new appointments to the Board, succession planning for the Board and executive management, and reviewing the independence of Directors. It is also responsible for recommending Non-Executive Directors remuneration for Board approval, approving performance measures and target setting for the Chief Executive and broad policies and programs for employee benefits.

During the year, the Committee met on 4 occasions. The Committee reviewed and recommended for Board approval amendments to the Human Capital Policy. It reviewed Director Independence, the Human Capital annual budget and set the targets and objectives for the Chief Executive. The Committee received regular reports from Human Capital on key matters.

INTERNAL CONTROL AND RISK MANAGEMENT

Internal control aims to ensure that processes are in place to achieve a company’s business objectives. Internal audit provides assurances that these processes and controls are effective and being complied with. Through risk management, the company is able to identify, understand and manage risks to the business by reducing the probability that those corporate objectives are jeopardised by unforeseen events.

INTERNAL CONTROL

The Board has overall responsibility for ensuring that Management maintains an effective system of internal control and for reviewing its effectiveness. Such a system is designed to support the identification and management of risks affecting Nasdaq Dubai and the business environment in which it operates. Nasdaq Dubai operates a system of internal control which provides reasonable assurance of effective and efficient operations covering all controls, including financial and operational controls and compliance with laws and regulations. Processes are in place for identifying, evaluating and managing the significant risks facing the exchange. The Board, through the Audit and Risk Management Committee, regularly reviews these processes. The effectiveness of controls is periodically reviewed within the business areas. Regular reports are made to the Audit and Risk Management Committee by Management, Internal Audit, Risk Management and Compliance covering matters such as financial controls, compliance and operational controls. The Audit and Risk Management Committee monitors resolution of any identified control issues of significance through to a satisfactory conclusion.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. In accordance with International Financial Reporting Standards (IFRS), the internal control over financial reporting is a process designed under the supervision of the Chief Executive and the Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes.

Nasdaq Dubai’s internal control over financial reporting includes policies and procedures to provide for the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with authorisations of Management and the Board; and provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Management assesses the effectiveness of internal controls to satisfy itself that the processes followed are effective. The system of internal financial and operational controls is also subject to regulatory oversight by the DFSA.

INTERNAL AUDIT

The purpose of the Internal Audit function is to assist the Board and Management in the effective discharge of their fiduciary and administrative responsibilities by providing independent, objective assurance and consulting services with respect to evaluating risk management, control, and governance process. To ensure independence and objectivity, Internal Audit reports directly to the Audit and Risk Management Committee. For administrative matters the Head of Internal Audit has a secondary reporting line to the Chief Executive Officer. The Internal Audit function adopts standards issued by the Institute of Internal Audit (IIA). Internal Audit services are provided by Dubai Financial Market which follows a risk based audit approach. An annual risk based internal audit plan is prepared based on risk factors identified within the Enterprise Risk Management Framework, the extent of change in people, systems/technology (internal/external), processes, and regulations, top risks in the industry highlighted in the external reports, time since last audited and complexity of processes and systems.


The input is derived from internal audit, Management and other stakeholders. All key areas subject to high and medium risk such as compliance, financial, information technology and operations are included in the plan while the non-priority and low risk areas are excluded or to be considered later depending on circumstances. During the planning process key business areas and operational risks are identified, compiled, risk rated and ranked to draw a final risk assessed audit scope of work that factors in high and medium risk areas. The audit plan, submitted to the Audit and Risk Management Committee for approval, provides information about the risk assessment, the current order of priority of audit projects and how they are to be carried out. The audit plan outlines the key departments, activities and processes to audit and estimated start dates and completion timelines as well resources dedicated for the audit. The Internal Audit submits regular activity reports to the Audit and Risk Management Committee and Management summarising the results of the audit assignment including significant risk exposures and control issues and follow up on the issues raised in the audit report. Internal Audit liaises regularly with internal stakeholders to maintain and uphold communication and relationship to a high level. The key internal stakeholders include compliance, company secretariat and risk management functions.

RISK MANAGEMENT

Risk management is a systematic and continuous process that revolves around defining and identifying risks in each department, measuring, monitoring, managing and reporting significant risks to which Nasdaq Dubai may be exposed. Nasdaq Dubai has established a Risk Management Framework to ensure that the exchange continues to be a stable, credible, and reliable organisation that manages all potential risks to its stakeholder. Nasdaq Dubai has a Risk Officer with overall responsibility for the risk management function in relation to financial services carried out by the exchange and for overseeing the implementation of the Risk Management Framework. Management within each unit and function are responsible for establishing and maintaining pertinent risk management. The functions and systems for internal control and internal audit are part of the overall risk management process.

Nasdaq Dubai’s Exchange, Clearing and Central Securities Depository operations place significant emphasis on managing risk, including business continuity and default management. Nasdaq Dubai’s RMF is subject to specific regulation and supervision by the DFSA. In operating a Clearing House, Nasdaq Dubai acts as the Central Counterparty (CCP) to transactions executed on the Exchange between Member firms. As a CCP, Nasdaq Dubai is exposed to various clearing related risks, including Counterparty Risk, Credit Risk and Liquidity Risk. The Head of Market Operations in consultation with the Risk Officer, is responsible for implementing the Board’s strategy for identifying, monitoring, managing and mitigating these risks. One primary risk management tool is the requirement placed on Clearing Members to provide margin payments and collateral to Nasdaq Dubai in accordance with its Business Rules. In addition to the collateralisation of obligations, other risk management tools adopted by the Board include rigorous Clearing Membership standards, dedicated clearing capital, netting arrangements and advanced risk management monitoring techniques.

CORPORATE RESPONSIBILITY

Corporate responsibility has become embedded in the mainstream of corporate governance thinking. Nasdaq Dubai is committed to the highest ethical standards of professional conduct and integrity. The Board continues to ensure that we adhere to good governance principles and practices. In order to meet this objective, employees are required to comply with the spirit and letter of the company’s Code of Ethics and Conduct. Our people are at the heart of what we do and drive the success of our business. Attracting, developing and retaining the skills we need to deliver on our strategy is important to Nasdaq Dubai.

From an economic and social perspective, Nasdaq Dubai enables companies to access funds for growth and development. Due to the nature of its business, Nasdaq Dubai does not have a high environmental impact. Its principal impact arises from energy, paper and water consumption. In an effort to responsibly manage this impact, we encourage a reduction in energy wastage and focus on recycling.

In order to take advantage of technology and the benefits of the internet, Nasdaq Dubai continues to publish its Annual Review online. This provides convenient access to information about the Company and reduces our consumption of paper in line with our corporate responsibilities.