Concerning Governance of the
Boards
and Committees Affiliated to the Government of Dubai[1]
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We,
Mohammed bin Rashid Al Maktoum, Ruler of Dubai,
After perusal of:
Law No. (3) of 2003 Establishing the Executive Council of the Emirate of Dubai,
Do hereby
issue this Decree.
The
following words and expressions, wherever mentioned in this Decree, will have
the meaning indicated opposite each of them unless the context implies
otherwise:
|
Emirate: |
The Emirate of Dubai. |
|
Ruler: |
His Highness the Ruler of Dubai. |
|
Government: |
The Government of Dubai. |
|
Executive Council: |
The Executive Council of the Emirate of Dubai. |
|
General Secretariat: |
The General Secretariat of the Executive Council. |
|
Government Entity: |
Any of the Government departments, public agencies or
corporations, authorities, or councils affiliated to the Government; or any similar entity. |
|
Board: |
A board formed in
the Emirate by the Ruler or the Chairman of the Executive Council to serve a
vital sector or an institution
in the Emirate. A Board may take any of the forms determined in this Decree. |
|
Committee: |
Any temporary or permanent committee formed in the
Emirate by the Ruler or the Chairman of the Executive Council to serve a
vital sector or an intuition
in the Emirate, or to perform a
specific project or task. A Committee may take any of the forms determined in this Decree.
This does not include special tribunals. |
|
Chairman: |
The chairman of a Board or Committee. |
|
Member: |
A member of a Board or Committee. |
This
Decree applies to all Boards and Committees formed prior to or
after the effective date hereof, whether
formed at the level of the Emirate, a sector, or a Government Entity.
This
Decree aims to:
1. support the decision-making process at the Government by
establishing a clear governance framework for Boards and Committees;
2. increase the effectiveness of participation of all sectors
and segments of society, including qualified women, in the decision-making
process;
3. promote the Emirate’s vision of benefiting from the
support of experienced and competent professionals in the decision-making
process;
4. achieve consistency in the formation of Boards and Committees by standardising the
rules, procedures, and regulations pertaining to their workflow, with a view to achieving the objectives for which these Boards or Committees are established; and
5. promote the principle of accountability within Boards and Committees by achieving transparency in reporting performance
outcomes, and ensuring the
integrity and impartiality of the Members of these Boards and Committees.
Boards and Committees will
undertake any of the following
key roles:
1.
a
supervisory role, namely to undertake the general supervision of a sector or an
institution with a view to ensuring achievement of its objectives;
2.
an advisory
role, namely to provide technical advice to a sector or an institution;
3.
a
regulatory role, namely to regulate work within a sector or an institution, through
establishing the rules governing the matters relevant to its functions;
or
4.
a
coordinating role,
namely to coordinate strategic and operational matters among concerned entities in the Emirate.
The form of a Board or
Committee will be determined based on its level, mandate, scope of functions, and role in the
decision-making process. Accordingly, Boards
and Committees will take any of the following
forms:
1.
Sectoral Board
A sectoral Board is formed at the Emirate level to supervise one of its
vital sectors, and is comprised of a Chairman and a number of Members. A sectoral Board plays a
supervisory, advisory, regulatory, or coordinating role at the strategic level of the relevant sector.
2.
Board of
Directors
A Board of directors is formed at the level of an institution and is
comprised of a Chairman and a number of Members. A Board of directors is responsible for
setting the general policy of the relevant Government
Entity and for supervising the management and affairs of that entity with a
view to achieving its objectives.
3.
Advisory
Board
An advisory
Board is
formed at the level of a sector
or an institution and is comprised of a Chairman and a number of experienced
and specialised Members, or of a group of experts and specialists in a specific
field or certain fields. An
advisory Board is
responsible for considering matters and providing the technical advice that assists the competent entity to make
the right decision, achieve its objectives, and perform its functions.
4.
Board of
Trustees
A Board of
trustees is formed at the level of an
institution and is comprised of a Chairman and a number of Members who have
wide experience and a high social status. A Board of trustees is responsible for supervising, and setting the general policy of, an academic or charitable
Government Entity,
or an entity responsible for granting awards.
5.
Committee
A Committee
is formed at the Emirate level or at the level of a specific
vital sector in the Emirate on a temporary or permanent basis, and is comprised
of a Chairman and a number of Members. A Committee is responsible for performing a specific task, or supervising a
specific project or certain major
affairs of the Government. A Committee may play a supervisory, advisory,
regulatory, or coordinating role, such
as supreme Committees and sectoral Committees.
a. The formation of Boards and
Committees must be in line with the strategic priorities and meet the needs of
the Government, including:
1. to promote development in a specific sector or field in the
Emirate;
2. to address a strategic issue within the Emirate; or
3. to meet strategic or institutional needs to supervise a
specific sector or a Government Entity.
b. The organisational levels and forms of Boards and Committees will be subject to the
standards and requirements determined pursuant to the relevant resolution of
the Chairman of the Executive Council.
c. In coordination with the concerned Government Entities, the
General Secretariat will consider requests for the formation or reconstitution
of Boards and
Committees in order to verify that they meet the standards and requirements
referred to in paragraph (b) of this Article before being approved by the
competent authority.
The
following standards and requirements must be taken into consideration when
appointing the Chairmen and Members of Boards or
Committees:
1.
to involve
various segments of the society;
2.
to involve
qualified and experienced employees of the public and private sectors;
3.
to involve
young qualified leaders from among UAE nationals;
4.
to involve
qualified women;
5.
to appoint Members
who have the qualifications and experience commensurate with the duties assigned
to the Board or
Committee; and
6.
to meet any
other standards or requirements determined pursuant to any resolution of the
Chairman of the Executive Council.
Notwithstanding
the provisions of any other legislation:
1.
the head of
a Government Entity may not be appointed as Chairman of the Board of that entity.
2.
the head of
a Government Entity must be appointed as Member in the Board of that entity.
A
Chairman will have the duties and powers to:
1.
approve the
terms of reference of the Board or
Committee;
2.
preside
over and manage meetings and ensure that Members actively contribute their
opinions, suggestions, and recommendations on matters referred to them;
3.
supervise
performance by Members of their duties, and establish effective communication
between them and others outside the concerned Board or Committee;
4.
assign to
Members any work that falls within the scope of performing the duties/functions
of the concerned Board or the
Committee;
5.
follow up
on a regular basis the performance appraisal of Members, subcommittees, work
teams formed within the concerned Board or the
Committee; and
6.
send
invitations for ordinary and extraordinary meetings, and approve meeting
agendas.
A
Member must:
1.
actively
participate in considering and discussing the recommendations, suggestions,
initiatives, plans, policies, and strategies referred to the Board or Committee;
2.
provide objective
and impartial opinions on all matters referred to the Board or Committee;
3.
not be
absent from meetings without prior permission or valid reason; and
4.
submit
periodic reports to the Chairman on any duties assigned to him by the Chairman.
A
Chairman or a Member must disclose in advance any conflict of interest that may
arise due to his membership in the Board or
Committee. This disclosure must be made in accordance with the relevant
procedures adopted by the Board or
Committee. In addition, a Chairman or a Member must not participate in making
any decision or recommendation in which he or his relatives up to the fourth
grade have a direct or an indirect interest. Any decision issued in violation
of this Article will be invalid.
a.
A Chairman
or a Member must not, during and after his term of membership in a Board or Committee, disclose or divulge any written or verbal
information which is confidential in nature or pursuant to legislation in
force, unless he obtains a prior relevant permission from the competent
authority. He must not, in particular:
1.
copy,
retrieve, transfer, or disclose any information, facts, or documents to which
he has access in the course of his duties;
2.
use the
information to which he has access in the course of his duties for unauthorised
purposes;
3.
misuse the
information he obtains as a result of his membership in the Board or Committee; or
4.
allow any
unauthorised person to access information or documents related to his work.
b.
Upon
forfeiture, termination, or expiry of membership of a Chairman or Member, he
must return all documents, papers, files, materials, tapes, discs, software, or
other property of the Board or
Committee in his possession, whether or not these include confidential
information.
c.
For
purposes of implementation of this Article, a Chairman or Member must sign a
confidentiality and non-disclosure undertaking.
Performance
appraisal of Boards and
Committees must be conducted in accordance with the performance standards determined
pursuant to the relevant resolution of the Chairman of the Executive Council.
The
Chairman of the Executive Council will issue the resolutions required
to prescribe the standards and basis for disbursing financial incentives to the
Chairmen and Members of Boards and
Committees.
The
Chairman of the Executive Council will issue a resolution prescribing
the requirements and standards that ensure the effective management by Boards and Committees of their meetings
and decision-making process. This resolution must provide for the following:
1.
the
frequency of ordinary and extraordinary meetings;
2.
the quorum
that must be present to hold valid meetings and issue valid resolutions and
recommendations;
3.
the procedures
for convening and managing meetings;
4.
the method
of documenting minutes of meetings, resolutions, and recommendations;
5.
the process
of preparing for meetings, and the means of communication and exchange of information
among Members; and
6.
any other
standards or requirements determined by the Chairman of the Executive Council.
The
membership of a Chairman or a Member, who is appointed based on personal
considerations rather than professional considerations, will be terminated if
he:
1.
ceases to
have legal capacity due to any of the impediments to legal capacity prescribed
by law;
2.
dies; or
3.
sustains a
disability that prevents him from performing his duties.
The
membership of a Chairman or a Member of a Board or
Committee will be forfeited pursuant to a resolution of the Ruler or the
Chairman of the Executive Council in any of the following cases:
1.
where he
resigns by serving a written notice addressed to the Board or Committee;
2.
where he is
convicted pursuant to a court judgement in a felony or other crime affecting
honour or trustworthiness; or
3.
where he is
absent from the meetings of the Board or Committee beyond the limit stipulated
in the terms of reference of that Board or Committee issued by its Chairman.
Where
the post of a Chairman or Member falls vacant during his tenure for any reason
whatsoever, the Ruler or the Chairman of the Executive Council will,
as the case may be, appoint another Chairman or Member to replace him for the
remainder of the tenure of the Board or
Committee.
All
Boards and
Committees to which this Decree applies must comply with the provisions hereof
upon their reconstitution or within one (1) year, whichever comes first.
The
Chairman of the Executive Council will issue the resolutions required
for the implementation of the provisions of this Decree.
Any
provision in any other legislation will be repealed to the extent that it
contradicts the provisions of this Decree.
This
Decree comes into force on the day on which it is issued, and will be published
in the Official Gazette.
Mohammed
bin Rashid Al Maktoum
Ruler of
Dubai
Issued in Dubai on 10 August 2015
Corresponding to 25 Shawwal 1436 A.H.
©2021 The Supreme
Legislation Committee in the Emirate of Dubai
[1]Every effort
has been made to produce an accurate and complete English version of this
legislation. However, for the purpose of its interpretation and application,
reference must be made to the original Arabic text. In case of conflict, the
Arabic text will prevail.