Annual Review

2019

The exchange’s strategy of expanding its existing markets while also entering new sectors paid handsome dividends in 2019. It was a record year for debt listings by value, with a healthy mix of UAE and international listings. We also launched futures on shares of Saudi companies for the first time.

Performance Highlights

January
  • Launch of world’s first futures market on Saudi equities, with contracts on 12 leadingstocks  
  • Launch of futures on MSCI’s UAE equity index
  • Listing of USD 750 million Sukuk by Dubai Islamic Bank
February
  • Listing of two green Sukuk of USD 1.25 billion and USD 750 million by government of Indonesia
  • Launch of equity futures on FTSE Saudi Arabia Index  
  • Nasdaq Dubai and Menacorp announce collaboration to raise capital markets awareness across MENA
March
  • Listing of USD 750 million bond by Emirates Development Bank
  • Listing of USD one billion bond by Emirates NBD
  • Nasdaq Dubai partners with Dubai Business Associate (DBA) Programme to provide professional placements for graduates
  • Nasdaq Dubai partners with SCA to raise awareness of derivatives among investors
April
  • Listing of USD one billion Sukuk by Government of Sharjah
  • Listing of USD 1.5 billion Sukuk by Islamic Development Bank
  • Emirates REIT holds ceremony to celebrate 5th anniversary of listing on Nasdaq Dubai
May
  • Majid Al Futtaim lists world’s first benchmark corporate green Sukuk of USD 600 million
July
  • Listing of USD 500 million Sukuk by Sharjah Islamic Bank
  • Listings of USD one billion Sukuk and USD 300 million bond by DP World
  • Nasdaq Dubai and Samruk-Kazyna sign MoU to raise awareness of investment opportunities in Kazakhstan  
  • Nasdaq Dubai and Astana International Exchange agree to establish operational linkages
AUGUST
  • Indian ambassador to UAE rings market opening bell to celebrate Independence Day
September
  • Listings of USD 500 million dollar Sukuk and USD 500 million bond by DP World
  • Listing of USD 500 million dollar Sukuk by Emaar Properties
  • Listing of USD 500 million dollar Sukuk by Warba Bank
October
  • DIFC celebrates ranking as 8th best global financial centre by ringing market bell
  • Chinese Consul General in Dubai rings market bell to celebrate National Day
  • Listing of USD 750 million Sukuk by Government of Sharjah  
  • Listings of two bonds of USD 500 million each by Industrial and Commercial Bank of China
  • Listing of USD 600 million green Sukuk by Majid Al Futtaim
  • Listing of USD 1.5 billion Sukuk by Islamic Development Bank
  • Listing of USD 600 million Sukuk by Dar Al-Arkan
November
  • Listing of USD 750 million Sukuk listing by Dubai Islamic Bank
  • W Motors becomes first private company to deposit its shares in Nasdaq Dubai’s CSD
  • Nasdaq Dubai and other exchanges and authorities form UAE Working Group to promote sustainable finance
DEcember
  • Listing of one billion euro green Sukuk by Islamic Development Bank
CAPITAL ADMITTED at year-end (USD BILLIONS)
No. of Listings

Equities Trading

Year Value (USD) Volume (shares) No. of trades
2019 1.613 billion 151 million 40,724
2018 1.153 billion 164 million 29,057
2017 1.331 billion 273 million 29,518
EQUITIES TRADED BY VALUE (USD MILLIONS)
No. of trades

FTSE Nasdaq UAE 20 Index

The index rose 3.6% over the year, from 3,074 at the end of 2018 to 3,184 at the end of 2019. It tracks 20 liquid stocks listed on Dubai Financial Market, the Abu Dhabi Securities Exchange and Nasdaq Dubai.

Members' Market Share by Value of Equities Traded, 2019

Most active 10 members by % traded value
Member % Traded Value
EFG-Hermes Brokerage 65.7
Arqaam Securities 21.5
Al Safwa Mubasher 5.9
SICO Financial Brokerage 1.7
SHUAA Securities 0.8
Menacorp 0.7
SHUAA Capital 0.7
Al Ramz Capital 0.7
Emirates NBD Securities 0.4
Daman Securities 0.4

MEMBERS’ MARKET SHARE BY VALUE OF EQUITY FUTURES TRADED

(Excluding market makers)
Most active 4 Members % Traded Value
Brokerage House Securities 34.3
Al Safwa Mubasher 6.5
SHUAA Securities 5.0
Al Ramz Capital 1.8

EQUITY FUTURES TRADED CONTRACTS

Sukuk Listings

Issuer Month Value (USD)
Dubai Islamic Bank January 750 million
Government of Indonesia February 750 million
Government of Indonesia February 1.25 billion
Government of Sharjah April 1 billion
Islamic Development Bank  April 1.5 billion
Majid Al Futtaim May 600 million
Sharjah Islamic Bank  July 500 million
DP World  July 1 billion
Emaar Properties September 500 million
Warba Bank September 500 million
DP World  September 500 million
Islamic Development Bank October 1.5 billion
Dar Al-Arkan October 600 million
Government of Sharjah October 750 million
Majid Al Futtaim October 600 million
Dubai Islamic Bank November 750 million
Islamic Development Bank December 1 billion euros
Total in USD 14.15 billion

Bond Listings

Issuer Month Value (USD)
Emirates Development Bank March          750 million
Emirates NBD March 1 billion
DP World July 300 million 
DP World September  500 million
Industrial and Commercial Bank of China (two listings) October 500 million dollars each 
Total in USD 3.55 billion

Chairman's Message

ABDUL WAHED AL FAHIM
Chairman, Nasdaq Dubai

The exchange’s strategy of expanding its existing markets while also entering new sectors paid handsome dividends in 2019. It was a record year for debt listings by value at 17.7 billion US dollars, with a healthy mix of UAE and international listings. In particular our Sukuk market recorded its most active year. Murabaha transactions also hit a record high. We also launched futures on shares of Saudi companies for the first time, offering investors new opportunities for hedging and investment in the region’s largest stock market. The potential of this initiative is already clear and we look forward to further expansion in the derivatives space.

We were proud to host a market-opening bell ceremony to celebrate the no. 8 global ranking achieved by Dubai International Financial Centre (DIFC) in the worldwide Global Financial Centres Index. We have played a substantial role over the years in making DIFC the remarkable success that it is today on behalf of the regional and international business and capital markets community. We look forward to further achievements in 2020.

Business Review

HAMED ALI
Chief Executive Officer, Nasdaq Dubai
Equity Derivatives

The launch of futures on 12 of Saudi Arabia’s largest and most liquid companies in January 2019 was a landmark for the region’s capital markets. By creating a new route for investors to access the Saudi capital market, Nasdaq Dubai has taken a further step in its mission to add diversity and opportunity to the investment environment. Later in the month we expanded our UAE futures market by introducing contracts on the MSCI United Arab Emirates (UAE) equity index, in our first use of our licence to create futures on a variety of benchmark MSCI regional indices. In February we added futures on the widely watched FTSE Saudi Arabia Index to our rapidly growing suite of derivatives offerings.

H.E. Essa Kazim, Governor of DIFC and Chairman of Dubai Financial Market,said: “The launch of Saudi equity futures in Dubai is a milestone for investors that creates new opportunities for them to play an active role in the region’s dynamic economy. Dubai will continue to strengthen its product offerings catering for all segments of the market.”

During the year we held seminars in Dubai and Abu Dhabi for individual investors in conjunction with the Securities and Commodities Authority (SCA), to raise awareness of equity futures and how to devise successful trading strategies.  

Futures traded value in 2019 rose to AED 388 million, up 61% from AED 241 million in 2018. A total of 1.77 million contracts were traded, up 29% from 1.37 million in 2018. The most active broker during the year was Brokerage House Securities with a 34.3% share of traded value (excluding market makers). Al Safwa Mubasher was second most active with 6.5%,  SHUAA  Securities was third with 5.0% and Al Ramz Capital fourth with 1.8%. SHUAA Capital was the most active market maker with a 48.1% share of traded value, followed by Al Ramz Capital with 3.2%.

Waqas Samad, Chief Executive of FTSE Russell, said: “Nasdaq Dubai’s futures contracts on the FTSE Saudi Arabia Index give investors around the world an attractive new route to access the important Saudi Arabian market. We look forward to deepening our collaboration with Nasdaq Dubai in a range of activities across the region.”
Equities

In November we welcomed W Motors Automotive Group Holding Limited as the first private company to deposit its shares in our Central Securities Depository (CSD). Joining the CSD  facility enhances a private company’s links to investors and can be a step on the route towards a variety of financing solutions, including raising money on the exchange.  We are delighted to be supporting the growth of automotive expertise and high technology in the region through our collaboration with Dubai-based W Motors, which is a leader in high-performance supercars including electric and autonomous vehicles.    

The CSD looks after shares on behalf of their owners in a trusted environment and facilitates share transfers between investors. Share transactions in private companies are off-exchange but can be made through brokerages that are Members of Nasdaq Dubai. We are preparing to  host the shares of many other regional and international private companies in our CSD, providing them with global visibility as well as important share depository services.

Ralph R. Debbas, Founder and Chief Executive Officer of W Motors, said: “Aligning our brand with Nasdaq Dubai is a significant step for us in line with our expansion plans. Nasdaq Dubai’s respected share hosting infrastructure and high international profile will enhance our relationship with investors as we implement the next phase of our development.”

Total equities traded value on Nasdaq Dubai reached 1.61 billion US dollars, a 40% increase from 1.15 billion US dollars in 2018 achieved during a challenging period for regional exchanges. Volume reached 142 million shares, down % from 164 million shares in 2018.  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. Sico Financial Brokerage UAE and then Emirates NBD Capital were fourth and fifth most active.

The FTSE Nasdaq Dubai UAE 20 index, which tracks 20 liquid stocks listed on Nasdaq Dubai, DFM and ADX, ended the year at 3,184, up 3.6% from 3,074 at the end of 2018.

As part of our international outreach in equities and other sectors of the capital market, Nasdaq Dubai signed a Memorandum of Understanding with Samruk-Kazyna, the Kazakh sovereign wealth fund, in July to promote international awareness of investment opportunities in Kazakhstan and explore market access. The same month Nasdaq Dubai and Astana International Exchange (AIX) signed an agreement to establish a close operational relationship between the central securities depositories (CSDs) of both markets.

SUKUK & BONDS

The exchange’s established role as a global leader in Sukuk was further strengthened in 2019 with a record 14.15 billion US dollars of new Sukuk listings on the exchange. This was an 18% increase over 2018 and more than twice as much as in 2013. Combined with conventional bond listings of 3.55 billion US dollars, Nasdaq Dubai’s total new debt listings in 2019 reached 17.7 billion US dollars, also a record high since the exchange opened in 2005.

Substantial listings came from overseas issuers. They included two Sukuk of 750 million US dollars and 1.25 billion US dollars that were listed in February by the Indonesian government. These were also the first explicitly green securities ever listed on the exchange, being earmarked for sustainable development projects. The multilateral lender Islamic Development Bank listed three Sukuk during the year. These were two instruments of 1.5 billion US dollars each in April and October followed by a 1 billion euro Sukuk in December. Warba Bank of Kuwait listed a 500 million US dollar Sukuk in September and the following month Dar Al-Arkan Real Estate Development Company of Saudi Arabia brought a 600 million US dollar Sukuk. Industrial and Commercial Bank of China listed two conventional bonds in October of 500 million US dollars each.

Yousef Bin Abdullah Al-Shalash, Chairman of Dar Al-Arkan Real Estate Development Company, said: “The funds raised provide us with the capital to dynamically invest in our business activities across Saudi Arabia. As the region’s international exchange, Nasdaq Dubai provides our Sukuk with high visibility to regional and international investors.”

From UAE issuers, the first debt listing of the year was a 750 million US dollar Sukuk from Dubai Islamic Bank in January, followed by conventional bonds of 750 million US dollars and 1.25 billion US dollars issued respectively by Emirates Development Bank and Emirates NBD in March. In April the government of Sharjah listed a one billion US dollar Sukuk and the following month Majid Al Futtaim carried out the world’s first listing of a green benchmark corporate Sukuk on Nasdaq Dubai, with the capital raised of 600 million US dollars destined for projects including sustainable buildings and renewable energy.

Mohamed Alabbar, Chairman of Emaar Properties, said: “The growth of the Sukuk market has been tremendous and has helped bridge the gap in infrastructure financing particularly with projects linking to the real economy. Nasdaq Dubai provides a well-regulated platform with close links to market participants regionally and around the world.”

Sharjah Islamic Bank listed a 500 million US dollar Sukuk in July and the same month DP World listed a one billion US dollar Sukuk and a 300 million US dollar conventional bond. Emaar Properties listed a 500 million US dollar Sukuk in September and in that month DP World brought another 500 million US dollar Sukuk and a 500 million US dollar conventional bond. The government of Sharjah returned to the exchange in October with a Sukuk listing of 750 million US dollars and the same month Majid Al Futtaim also listed its second Sukuk of the year, another green instrument of 600 million US dollars. The final UAE debt listing of the year was another 750 million US dollar Sukuk from Dubai Islamic Bank in November. At the end of 2019 Dubai’s Sukuk listings totaled 65.4 billion US dollars, the highest amount it has ever reached, strengthening the emirate’s stature as one of the world’s largest venues for Sukuk listings by value.

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

A record year on the Nasdaq Dubai Murabaha Platform saw total transactions since its launch in 2014 reach 160.5 billion US dollars by the end of 2019, reflecting its popularity with corporate and individual users. Transactions in 2019 on the Islamic financing platform increased to 45.3 billion US dollars, its highest ever annual value and 25%  higher than the 36.2 billion US dollars recorded in 2018. The platform is used by a range of banks and other financial institutions.

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 & Thought Leadership

As well as hosting market-opening bell ringings by issuers and participants in the Sukuk, conventional bond, equity and equity derivatives markets, Nasdaq Dubai MarketSite played an active role in promoting thought leadership in 2019. MarketSite events included the launch of the worldwide annual State of the Global Islamic Economy Report, authored by DinarStandard in partnership with Dubai Islamic Economy Development Centre (DIEDC), and the launch of Oxford Business Group’s The Report: Dubai 2020.  Executive Briefings included an analysis of the global Sukuk market by Franklin Templeton Investments, a look at the Kuwait investment landscape by Goldman Sachs and a talk on cybersecurity by Coordinates and Mimecast. Roundtables included a session on fintech delivered by Bloomberg and DIEDC, and a discussion on green finance with Franklin Templeton, HSBC, Majid Al Futtaim, and White & Case as panelists.

Launch of the State of the Global Islamic Economy Report 2019/20

Underlining our close ties with major global economies, MarketSite also hosted bell-ringings by H.E. Navdeep Suri, India’s ambassador to the UAE, to celebrate India’s Independence Day, and H.E. Li Xuhang, Consul General of the People’s Republic of China in Dubai, to mark China’s National Day.

H.E. Li Xuhang, Consul General of the People’s Republic of China in Dubai, said: “I am delighted to celebrate National Day at the MENA region’s international financial exchange, as the relationship between China and the UAE continues to expand quickly in finance, business, trade and tourism. The strong capital markets links between Nasdaq Dubai and China are a positive example of our national collaboration with the UAE.”

We were delighted to host a seminar at MarketSite in March by Samruk-Kazyna sovereign wealth fund and substantial Kazakh companies on investment opportunities in Kazakhstan. In October H.E. Essa Kazim, Governor of DIFC, rang the market-opening bell to celebrate Dubai’s no. 8 ranking in the annual Global Financial Centres Index. This was DIFC’s highest ever placing, making it the leading financial hub in the Middle East, Africa, and South Asia (MEASA) region.

Look Ahead

We have laid much groundwork in 2019 in preparation for the coming year. Expo 2020 will provide an excellent opportunity for overseas companies to discover the capital markets possibilities available in Dubai. We look forward to meeting many of them. As well as expanding activity in our existing markets, we are planning to introduce new ones to broaden issuer and investor participation.  As we expand our international outreach, China, Africa and Central Asia will be among our areas of focus.

CORPORATE GOVERNANCE

This section provides an overview of Nasdaq Dubai’s governance during the year 2019. 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 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 2019

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 2018 results, amendments to Articles of Association, Anti Money Laundering Policy and Employee Policy, and Budget 2020. When Directors have not been able to attend meetings due to conflicts in their schedule, they received the relevant meeting papers.

Board AttendAnce
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 4 of 4 4 of 4 4 of 4
Jamal Nasser Lootah 3 of 4 3 of 4 3 of 4
Majid Saif Al Ghurair -
Rashid Al Shamsi 3 of 4 3 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, KPMG, to consider the results of the annual audit and to review the annual financial statements for year 2018. 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 Articles of Association and Anti Money Laundering Policy.

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 reviewed the credit rating for debt portfolio and 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 Employee 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

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 the rating of following criteria; in addition to management request and required mandatory audits.

  • Criticality/Materiality;
  • Complexity;
  • Inherent risk;
  • Extent of change;
  • Time since last  audit;
  • Fraud Potential.

All key areas subject to high and medium risks 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. Risk registers 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 summarizing 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.