Law
No. (17) of 2011
Concerning
Dubai
Aluminium Corporation[1]
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We,
Mohammed bin Rashid Al Maktoum, Ruler of
Dubai,
After perusal
of:
Law No. (11)
of 2006 Establishing the Investment Corporation of Dubai and its amendments;
Law No. (8)
of 2010 Concerning the Financial Audit Department and its amendments;
Law No. (20)
of 2010 Transferring the Ownership of Dubai Aluminium Company Limited to the
Investment Corporation of Dubai;
The Decree issued
on 5 May 1975 Establishing Dubai Aluminium Company Limited;
The Decree issued
on 6 May 1975 Confirming the Establishment of Dubai Aluminium Company Limited;
Decree No. (9)
of 2001 Concerning Dubai Aluminium Company Limited; and
Decree No. (47) of 2009 Forming the Board of Directors of Dubai Aluminium
Corporation,
Do
hereby issue this Law.
This Law will be cited as “Law No.
(17) of 2011 Concerning Dubai Aluminium Corporation”.
The following words and expressions, wherever
mentioned in this Law, 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. |
|
DUBAL: |
Dubai Aluminium Corporation. |
|
Board of Directors: |
The board of directors of the DUBAL. |
a. This Law will apply to the Dubai Aluminium Company
as a public corporation which has legal personality, financial and
administrative autonomy, and the capacity required to undertake all acts and dispositions
that ensure the achievement of its objectives, and which operates on commercial
basis and is affiliated to the Investment Corporation of Dubai.
b. The name “Dubai Aluminium Company” will be
replaced by the name “Dubai Aluminium”.
The head office of the DUBAL will be located
in the city of Dubai. The Board of Directors may establish branches and offices
for the DUBAL within and outside of the Emirate.
The main objective of the DUBAL is producing
aluminium and manufacturing finished metal products. For this purpose, the DUBAL
may:
1. own and operate smelters, refineries, mines,
and any other facilities related to smelting, refining, and re-producing metals,
alloys, and other relevant products;
2. own, operate, and establish plants, projects,
and facilities necessary for power production and generation and water
desalination for use in its production processes;
3. obtain loans and credit facilities necessary
for its operations, and provide appropriate guarantees and mortgages, including
the mortgage of assets, property, etc.;
4. issue bonds, debt instruments and other
securities in coordination with the concerned entities in the Emirate;
5. undertake and participate in all types of
investment, commercial, industrial, and real estate projects, including the
establishment of companies and participation in projects related to achievement
of the DUBAL’s objectives;
6. acquire rights arising from intellectual
property, trademarks, trade names, and patents, and all rights and designs relevant
to the DUBAL’s objectives;
7.
perform any other
acts or activities the Board of Directors deems appropriate for the achievement
of the DUBAL’s objectives.
The capital of the DUBAL will be three billion
Dirhams (AED 3,000,000,000), and may be increased or reduced pursuant to a
relevant resolution issued by the Investment Corporation of Dubai upon
recommendation of the Board of Directors.
The DUBAL will be supervised by a Board of Directors
comprised of a chairman, a vice chairman, and a number of members appointed for
a renewable period of three (3) years pursuant to a decree of the Ruler which determines
their remuneration.
The Board of Directors is the highest authority
of the DUBAL. For the purpose of performing its functions, the Board of
Directors may:
1. approve the general policy, strategic plans,
programmes, and projects of the DUBAL;
2. approve the annual draft budget and final
accounts of the DUBAL;
3. appoint the CEO and executive directors of the
DUBAL, and determine their rights and benefits;
4. approve all matters related to loans, and
determine the required guarantees;
5. form the executive and advisory committees and
work teams necessary to assist the Board of Directors to perform its duties;
6. issue the financial, technical, and
administrative resolutions necessary to regulate the work of the DUBAL,
including the employment bylaws;
7. conclude contracts and agreements required to
achieve the DUBAL’s objectives;
8. delegate any of the powers of the Board of
Directors stipulated in this Law to the CEO or executive directors of the DUBAL; and
9. perform any other duties related to the DUBAL’s
objectives.
a. The Board of Directors will convene at the
invitation of the chairman or upon the request of a majority of the members, at
least once every three (3) months or where necessary. Meetings of the Board of
Directors will be valid if attended by at least the majority of members,
provided that the chairman or vice chairman is in attendance. Resolutions of
the Board of Directors will be passed by majority vote of the attending members,
and in the event of a tie, the chair of the meeting will have a casting vote.
b. Notwithstanding the provisions of paragraph
(a) of this Article, in the absence of a quorum of a meeting of the Board of
Directors, members may hold deliberations and pass resolutions via electronic
communication, in which case, resolutions of the Board of Directors will be
valid only if approved by at least three quarters of its members.
c. The minutes of meetings and resolutions of the
Board of Directors will be recorded in a register signed by the chair of the
meeting and attending members.
A member of the Board of Directors who has, or
whose relatives up to the second degree have, a personal interest in any
contract or transaction submitted to the Board of Directors for approval or authorisation
must notify the Board of Directors of such personal interest. In all events,
such member may not vote on the resolution related to this contract or
transaction.
a. The executive body of the DUBAL will be
supervised by a chief executive officer (the “CEO”). A number of
executive directors and specialised employees will assist the CEO in performing
his duties.
b. The Board of Directors will determine the
organisational structure of the executive body, functions of the organisational
units, and duties of the employees of the DUBAL.
a. The CEO of the DUBAL will have the duties and
powers to:
1.
propose the general policy and
strategic plans of the DUBAL, and to submit these to the Board of Directors for
approval;
2.
implement the approved general policy of the DUBAL;
3.
propose initiatives, programmes,
projects, studies, and recommendations related to the business and activities
of the DUBAL, and submit these to the Board of Directors for approval;
4.
represent the DUBAL before third
parties;
5.
prepare the annual balance sheet and
final accounts, and submit these to the Board of Directors for approval;
6.
prepare the annual report on the DUBAL’s
activities and financial position, and submit these to the Board of Directors
for approval;
7.
supervise the work of the DUBAL’s
executive body;
8.
propose the organisational structure
and the bylaws regulating the administrative, financial, and technical work of
the DUBAL, and submit these to the Board of Directors for approval; and
9.
perform any other duties, related to
the objectives of the DUBAL, which are assigned to him by the Board of Directors.
b. The CEO may delegate any of his powers
stipulated in this Law to any of the executive directors.
a. Neither the Government nor the Investment
Corporation of Dubai will be liable for any debts or obligations arising out of
the business and activities of the DUBAL or of any of the companies affiliated to
or owned by it.
b. The DUBAL will not be liable for any debts or
obligations incurred by its affiliates unless the Board of Directors otherwise undertakes
or agrees in writing to the contrary.
Except in cases of fraud or gross fault,
neither the chairman of the Board of Directors, nor the vice chairman, nor any
member of the Board of Directors, nor the CEO, nor the executive directors will,
in the course of managing the DUBAL and its operations, be liable to third
parties for any act or omission with respect to such management and operations.
The DUBAL will be solely liable for such act or omission.
Without prejudice to the powers of the
Financial Audit Department established by the above mentioned Law No. (8) of
2010, the Board of Directors will appoint one or more auditors to conduct an
audit of the assets and activities of the DUBAL and its affiliates.
In regulating its accounts and records, the DUBAL
will apply the rules and principles of commercial accounting. The financial
year of the DUBAL will commence on 1 January and will end on 31 December of
each year.
a. The DUBAL will maintain regular accounting books
and records.
b. The balance sheet and profit and loss account will
be prepared and audited no later than three (3) months before the end of the
financial year in accordance with the recognised standards. The DUBAL will,
before the commencement of the financial year, submit the annual budget approved
by the Board of Directors together with the required financial reports to the
Investment Corporation of Dubai.
c. The Board of Directors will submit to the
Investment Corporation of Dubai the balance sheet and profit and loss account
stipulated in paragraph (b) of this Article together with the auditor’s report
and the Board of Directors’ report no later than three (3) months from the end
of the financial year.
a. The Board of Directors may, in coordination
with the Investment Corporation of Dubai, allocate part of the profits of the DUBAL
as a reserve to be used for the purposes determined by the Board of Directors.
b. The DUBAL will transfer its annual net profits
to the Investment Corporation of Dubai.
a. Any provision in any other legislation will be
repealed to the extent that it contradicts the provisions of this Law.
b. The bylaws and resolutions applicable to the DUBAL
before this Law comes into force will remain enforceable to the extent that
they do not contradict the provisions of this Law, until new bylaws and
resolutions are issued to replace them.
c. The Memorandum of Association of Dubai
Aluminium Company Limited is hereby revoked.
This Law 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 31 October 2011
Corresponding to 4 Thu al-Hijjah 1432 A.H.
© 2014 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.