2013 Corporate Governance Report

Transcription

1 2013 Corporate Governance Report

2 CONTENTS 1 Implementation of Governance Rules 2 The Board of Directors and its Committees 3 Dealing in Securities 4 Executive Management 5 The External Auditor 6 Internal Control 7 Violations 8 Etisalat s Social Responsibility 9 General Information

3 IMPLEMENTATION OF 1GOVERNANCE RULES Emirates Telecommunications Corporation - Etisalat - (the Corporation) confirms its full commitment to apply the best governance practices and standards, taking into consideration the best international standards applied in this field, in a manner that is compatible with the applicable Laws in the UAE. In fulfilling this commitment, the Corporation has updated and adopted during the last year some polices related to the governance rules and corporate discipline standards, as per the following: 1

4 1. Securities Trading Policy: The Corporation s Board of Directors has approved the Security Trading Policy, which regulates the dealing in the Corporation s securities by Insiders possessing a material undisclosed information related to Etisalat, in a manner that is compatible with Ministerial Resolution No 518 of 2009 Concerning Governance Rules and Corporate Discipline Standards. This policy applies to the Chairman, Board Directors, and all of the Corporation s employees. 2. External Auditor Policy: The Corporation s Board of Directors has approved the External Auditor s Policy governing the Corporation s external auditor s appointment and mandate. The said Policy stipulates the rules and procedures to be followed in appointing the Corporation s external auditor, and also specifies their competencies, the scope of their authority and the services they are prohibited to undertake as long as they are the Corporation s external auditors pursuant to the requirements of the Ministerial Resolution No. 518 of 2009 Concerning the Governance Rules and Corporate Discipline Standards. 3. General Assembly Meetings Policy: The Corporation s Board of Directors has approved the General Assembly Meeting Policy regulating all matters related to the meetings of the General Assembly whether ordinary or extraordinary. These rules detail the procedures to be followed for convening the General Assembly, specifies its duties, the quorum required to convene its meetings and voting on its decisions. The Policy also clarified the rules to be followed for electing the Board Members pursuant to the requirements of Securities and Commodities Authority (SCA). It is worth noting that this Policy is fully in line with the provisions of the Corporation Articles of Association. 2

5 2 AND THE BOARD OF DIRECTORS ITS COMMITTEES The Board of Directors carries out the Corporation s business and for that purpose, exercises all powers of the Corporation, except those reserved by Law or the Articles of Association for the General Assembly of the Corporation. The Board of Directors of Etisalat consists of eleven members, seven of whom were appointed, including the Chairman of the Board pursuant to the Federal Decree No.74 of 2012, Appointing the Government s Representatives in the Board of Emirates Telecommunications Corporation. The other four members of the Board of Directors were elected by National (non-government) shareholders who hold 40 per cent of the Corporation shares. Board Members It is worth mentioning in this regard that there has been only one change in the membership of the Board during last year, where Mr Abdulfatah Sharaf has been appointed to replace H.E Abdulla Mohammed Saeed Gubash pursuant to Federal Decree No (51) of 2013 Concerning the Amendment of Federal Decree No (74) of 2012 appointing Government Representatives in Etisalat s Board. The Corporation is committed to apply best practices and corporate governance standards, taking into account best international standards in this regard and the applicable laws in the UAE. Therefore, the Corporation took into account when composing its Board of Directors the requirements of Ministerial Resolution No.518 of 2009 Concerning Governance Rules and Corporate Discipline Standards with respect to the capacity of Board members, whereas all current Board members are non-executives and Independent members. Eissa Mohammad Al Suwaidi H.E. Khalaf Bin Ahmed Al Otaiba Sheikh Ahmed Mohammad Sultan Bin Suroor Al Dhaheri Mubarak Rashed Al Mansoori Abdelmonem Bin Eisa Bin Nasser Alserkal Mana Mohammed Saeed Almulla Shoaib Mir Hashim Khoory Essa Abdulfattah Kazim Mohammed Hadi Ahmed Abdulla Al Hussaini Abdulla Salem Al Dhaheri Abdulfattah Sayed Mansoor Sharaf - Chairman of the Board of Directors - Chairman of Investment and Finance Committee - Vice Chairman of the Board of Directors - Member in the Investment and Finance Committee - Member in the Board of Directors - Member in the Audit Committee - Member in the Board of Directors - Member in the Nominations and Remunerations Committee - Member in the Investment and Finance Committee - Member in the Board of Directors - Member in the Nominations and Remunerations Committee - Member in the Board of Directors - Member in the Audit Committee - Member in the Board of Directors - Member in the Nominations and Remunerations Committee - Member in the Board of Directors - Chairman of the Audit Committee - Member in the Board of Directors - Member in the Investment and Finance Committee - Member in the Board of Directors - Chairman of the Nominations and Remunerations Committee - Member in the Board of Directors - Member in the Investment and Finance Committee Non-Executive and Independent Board Member Non-Executive and Independent Board Member Non-Executive and Independent Board Member Non-Executive and Independent Board Member Non-Executive and Independent Board Member Non-Executive and Independent Board Member Non-Executive and Independent Board Member Non-Executive and Independent Board Member Non-Executive and Independent Board Member Non-Executive and Independent Board Member Non-Executive and Independent Board Member 3

6 Government Representatives in the Board of Directors Name Date Date of of First First Appointment Election Eissa Mohammad Al Suwaidi Member Since 2012 Mubarak Rashed Al Mansoori Member Since 2008 Abdulla Salem Al Dhaheri Member Since 2012 Essa Abdulfattah Kazim Member Since 2012 Mohammed Hadi Ahmed Abdulla Al Hussaini Member Since 2012 Abdulfattah Sayed Mansoor Sharaf Member Since 2013 Shoaib Mir Hashim Khoory Member Since 2010 Private Sector Representatives in the Board of Directors Name Date of First Elections H.E. Khalaf Bin Ahmed Al Otaiba Member Since 1985 Sheikh Ahmed Mohammad Sultan Bin Suroor Al Dhaheri Member Since 2000 Mana Mohammed Saeed Almulla Member Since 2012 Abdelmonem Bin Eisa Bin Nasser Alserkal Member Since

7 Board Members Profiles Eissa Mohammad Al Suwaidi Mr. Eissa Al Suwaidi holds Bachelor s Degree in Economics from North Western University in the United States of America, and is currently holding the following positions: Executive Director at Abu Dhabi Investment Authority Chairman of Abu Dhabi Commercial Bank Board Director at ADNOC Distribution Board Director at International Petroleum Investment Company Board Director at Abu Dhabi Fund for Development Board Director at Emirates Investment Authority H.E. Khalaf Bin Ahmed Al Otaiba Vice Chairman of Etisalat Board of Directors since March 2009 Former Chairman and Managing Director of Abu Dhabi National Insurance Company and also one of founder/shareholder in incorporating the company Former Vice Chairman of National Bank of Abu Dhabi and one of the founder/shareholder in incorporating the bank The first Minister for the Ministry of Economy portfolio in the UAE Former Member at the UAE Advisory Council Former Board Director at Emirates Bank for Development Sh. Ahmed Mohd Bin Sultan Al Dhaheri Sheikh Ahmed Al Dhaheri received Bachelor s Degree in Civil Engineering from UAE University in 1993, and is currently holding the following positions: Vice Chairman of Abu Dhabi Aviation Vice Chairman at Abu Dhabi National Hotels Board Director at National Bank of Abu Dhabi Member at Abu Dhabi National Advisory Council Mubarak Rashed Al Mansoori Mr. Mubarak Al Mansoori has a Bachelor s Degree from Indiana State University, Masters in Finance from West Florida University, and is currently holding the following positions: CEO of Emirates Investment Authority Board Director in Abu Dhabi Securities Exchange Board Director at Securities and Commodities Authority Board Director at Etihad-Etisalat Company Mobily Board Director at Abu Dhabi National Company for Building Materials Abdulla Salem Al Dhaheri Mr. Abdulla Al Dhaheri received Bachelor s Degree in Business Administration from the United States of America in 1992, and currently holds the following positions: General Manager of ADNOC Distribution Board Director at Abu Dhabi National Oil Refining Company Abdulfattah Sayed Mansoor Sharaf Mr. Abdulfattah Sharaf holds Bachelor s Degree in Political Science and Private Education from Denver University in the USA, and is currently holding the following positions: Member of the Higher Board of Directors of the Dubai International Financial Center (DIFC) Board Director at HSBC Bank Middle East Limited Chairman of the Board at HSBC Middle East Finance Company Limited Board Director at Noor Dubai Foundation 5

8 Eissa Abdulfattah Kazim Mr. Eissa Kazim holds Honorary Doctorate from Coe College, USA, a Master s Degree in Economics from the University of Iowa, USA, a Master s Degree in Total Quality Management from the University of Wollongong and a Bachelor s Degree in Mathematics, Economics, and Computer Science from Coe College. He is currently holding the following positions: Governor of Dubai International Financial Center Chairman of Borse Dubai and Dubai Financial Market Member of the Higher Board of Directors of the Dubai International Financial Center (DIFC) DIFC Authority Board Member Member of Dubai Economic Council Board Director of NASDAQ Dubai Board Director of Noor Bank Member of the Board of the Rochester Institute of Technology Board Director of NASDAQ OMX Shoaib Mir Hashim Khoory Mr. Shoaib Khoory holds Bachelor s Degree in Business Administration from UAE University in Alain. Mr. Shoaib Khoory joined Saint Diego University to study Business Administration Strategies in 1984, and he currently holds the following positions: Chairman of Dubai Bank Board Director at Emirates NBD Board Director at Emirates Islamic Bank Board Director Dubai Real Estate Corporation Mana Mohamed Al Mulla Mr. Mana Al Mulla holds Bachelor s Degree in Business Administration from Suffolk University in Boston, and is currently holding the following positions: The Managing Director of Dubai Refreshments Company Board Director at Emirates Refreshment Company Board Director at the Commercial Bank of Dubai Board Director at Aramex Board Director at National Investor Board Director at Abjab Hotels International Board Director at Oman Refreshments Company Mohamed Hadi Ahmed Abdulla Al Hussaini Mr. Mohamed Al Hussaini holds MA in International Business from Switzerland and has extensive professional experience in finance, banking, real estate and investment sectors. He is currently holding the following positions: Board Director at Emirates NBD Board Director at Emirates Islamic Bank Board Director at Dubai Refreshments Company Chairman of Emirates Financial Services Board Director at Dubai Real Estate Corporation Board Member at Economic Zones World Abdelmonem Bin Eisa Bin Nasser Alserkal Mr. Abdelmonem Alserkal graduated from Point Loma Nazarene University in San Diego California, USA, in 1993 with a Bachelor s in Business Administration majoring in Economics. In addition, he currently holds several positions in private companies. 6

9 Board Remunerations The Board of Directors remunerations for the year 2012 amounted to AED 16,991,158.50, whereas the Board remunerations for the year 2013 amount to AED 16,955, It is worth mentioning in this regard, that this amount comprises the remunerations for memberships in the Board and its Committees and the meetings attendance incentive. The breakdowns of the above amount include AED 15,477, for the membership in the Board and its Committees, and AED 1,478,000 as meetings attendance incentive for the Board and its Committees. Attendance of the Board Meetings The Board of Directors held seven meetings during the fiscal year of 2013 as per the following: Board Meetings 15 th of January, th of February, rd of April, nd of July, st of August, th of October, th December 2013 Name Board Meetings Attendance Eissa Mohammad Al Suwaidi 7 H.E. Khalaf Bin Ahmed Al Otaiba 1 Sheikh Ahmed Mohammad Sultan Bin Suroor Al Dhaheri 6 Mubarak Rashed Al Mansoori 5 Abdelmonem Bin Eisa Bin Nasser Alserkal 7 Mana Mohammed Saeed Almulla 4 Shoaib Mir Hashim Khoory 7 Essa Abdulfattah Kazim 6 Mohammed Hadi Ahmed Abdulla Al Hussaini 7 Abdulla Salem Al Dhaheri 7 Abdulfattah Sayed Mansoor Sharaf* 2 H.E. Abdulla Mohammed Saeed Gubash** 2 * Appointed on the 29 th of April 2013, as a Board member to replace H.E. Abdulla Mohammed Saeed Gubash who was appointed as a Minister of State. ** Served as a Board member from the 12 th of June 2012 to 29 th of April

10 Committees of the Board of Directors: There are currently three Board Committees that have been established to assist the Board with its responsibilities, those Committees are: (1) Audit Committee (2) Nominations and Remunerations Committee (3) Investment and Finance Committee AUDIT COMMITTEE The Committee is comprised of three (3) non-executive and independent members of the Board of Directors, in addition to an external member experienced in accounting and finance, The Committee convene quarterly or whenever necessary. The Audit Committee undertakes its duties in accordance with its Charter, which comply with Ministerial Resolution No.518 of 2009 concerning Governance Rules and Corporate Discipline Standards. This Charter is considered to be a delegation from the Board to the Audit Committee to undertake the tasks mentioned therein, which include among other things, Ensuring the safety and integrity of the Corporation s financial statements, developing and implementing the policy of contracting with the external auditor and ensuring its independence, reviewing financial control systems and risk management, in addition to reviewing and implementing systems and internal control policies, and supervising the Internal Control Department to ensure that it is undertaking its duties accurately. The Committee s Charter has clarified its duties in details, and how it shall be comprised, and the conditions to convene its meetings and the quorum for the same, in addition to the way it shall take its decisions. Attendance of the Audit Committee Meetings The Committee held seven meetings in 2013 as per the following: Audit Committee Meetings 31 st of January, th of February, th of March, st of April, st of July, st of October, th of December, 2013 Name Eissa Mohammad Al Suwaidi Sheikh Ahmed Mohammad Sultan Bin Suroor Al Dhaheri Mana Mohammed Saeed Almulla Salem Al Dhaheri (External Member) Attendance of the Audit Committee Meetings

11 NOMINATION AND REMUNERATION COMMITTEE: Nomination and Remuneration Committee comprise of four (4) non-executive independent members from the Board of Directors. The Committee convene quarterly or whenever necessary. The main objective of the Nomination and Remuneration Committee is to ensure that the Board of Directors is undertaking its duties diligently and is complying with Governance Rules and Discipline Standards. The Committee is also responsible for organising the procedures regarding the Nomination to the Board of Directors and to constantly ensure the independence of independent Board of Directors Members and to report to the Board of Directors in the event that an independent Board member loses his independency. The Committee is further entrusted with developing policies with respect to determining the Corporation s needs for talents at the level of executive management and employees as well as developing policies with respect to granting awards, incentives, Board Members Remunerations and Salaries of the Executive Management and employees in a manner that achieves the Corporation s objectives and suits its performance. In the course of exercising its functions, the Committee shall take into consideration the competitive nature and fair compensations commensurate with the Corporation Strategy to attract and retain talented employees for achievement of best results. Attendance of the Nominations and Remunerations Committee The Committee held nine meetings in 2013 as per the following: Committee Meetings 3 rd of February, th of February, th of February, th of March, rd of May, st of July, th of July, th of October, th of November, 2013 The Committee s Charter provided for the detailed powers of the committee and how to be constituted and formed, the terms of convention of its meetings, the required quorum for convention of its meetings and how to make its decisions. Name Abdulla Salem Al Dhaheri Mubarak Rashed Al Mansouri Abdelmonem Bin Eisa Bin Nasser Alserkal Shoaib Mir Hashim Khoory Nominations & Remuneration Committee Attendance

12 INVESTMENT AND FINANCE COMMITTEE: The Investment and Finance Committee comprises of five (5) independent non-executive members of the Board. In addition to the Audit Committee and the Nominations and Remunerations Committee provided for in the Ministerial Resolution No.518 of 2009 Concerning Governance Rules and Corporate Discipline Standards, the Board of Directors of Etisalat constituted the Investment and Finance Committee to assist the Board to carry out his functions related to Corporations internal and external investments. The Charter of the Committee defines the functions and duties assigned to the Committee and specifies the cases where the Committee is entitled to make decisions as it deems appropriate. On the other hand, it defines the cases where the Committee s role is exclusive to issuance of recommendations for the Board to pass appropriate resolutions thereon. This Charter is deemed an authorization by the Board for the Committee to carry out the functions and responsibilities stipulated therein. Attendance of Investment and Finance Committee The Committee held nineteen meetings in 2013 as per the following: The Meetings of the Investment and Financial Finance Affairs Committee Committee 15 th January, th February, th March, nd April, rd April, th April, th May, th May, th June, nd July, th July, st July, nd July, th September, st October, th October, th October, 2013* 27 th October, 2013* 27 th November, 2013 * The Committee held two meetings on the 27 th of October Name Investment & Finance Committee Meetings Eissa Mohammad Al Suwaidi 19 H.E. Khalaf Bin Ahmed Al Otaiba He could not attend due to health conditions. Mubarak Rashed Al Mansouri 15 Mohammed Hadi Ahmed Abdulla Al Hussaini 19 Abdulfattah Sayed Mansoor Sharaf* 5 H.E. Abdulla Mohammed Saeed Gubash** 4 * Appointed on the 29 th of April 2013, as a Board member to replace H.E. Abdulla Mohammed Saeed Gubash who was appointed as a Minister of State. ** Served as a Board member from the 12 th of June 2012 to 29 th of April

13 3 DEALING IN SECURITIES Securities dealing carried out by Board members is governed by the Securities Trading Policy approved by the Board of Directors, which regulates the dealings in the Corporation s securities by Insiders possessing undisclosed Material Information related to Etisalat, in a manner that is compatible with Ministerial Resolution No 518 of 2009 Concerning Governance Rules and Corporate Discipline Standards. It is worth noting in this regard that this policy applies to the Chairman Board members and all employees of the Corporation. According to the Securities Trading Policy, a person is deemed an Insider if he has access to material and undisclosed information related to Etisalat. Material Information is any information, positive or negative that may impact the price of the Corporation s securities, hence, affect investor s decisions in buying or selling such securities. In general, the Material Information includes but not limited to: Unannounced earnings and financial results, earnings estimates or other financial forecasts, changes in previously released earnings estimates, merger or acquisition proposals or agreements, material changes in reserve estimates, changes in debt ratings, write-down of assets, dividend distribution, proposed issuance of bonds and securities, financial liquidity problems, significant changes in operations and extraordinary management developments. Furthermore, the Securities Trading Policy explicitly stipulates the trading prohibition periods as mentioned in article 14 of SCA s resolution No 2 of 2001 Concerning the Regulations as to Trading, clearing, settling and transfer of ownership and Custody of Securities, during which the Chairman and Board members and Insiders are prohibited from dealing in Etisalat s securities, ten (10) business days prior to the announcement of any significant information which may affect the share price by way of a rise or a decline, unless the information was a result of sudden adventitious emergent events, and Fifteen (15) days prior to the end of the quarterly, half-yearly or annual financial period and until the disclosure of the financial statements has been made. 11

14 Member Type of Relationship Total Transactions Purchase /Share Total Transactions Sale /Share Eissa Mohammad Al Suwaidi Spouse 118,233 - Son 316, ,761 Son 150,228 - Daughter 176,828 - Sheikh Ahmed Sultan Bin Suroor Al Dhaheri Father 89,463 - Mubarak Rashid Al Mansori Father 450,000-4 EXECUTIVE MANAGEMENT The Tasks Carried Out by the Executive Management based on Board s Authorization. According to the current policy the Board of Directors has authorized the Executive Management ( CEO) with some of its powers to manage the day to day affairs of the Corporation. Compensation and Remunerations of the Executive Management Position Date of Appointment Total Paid Salaries & Allowances in 2013/AED Total Paid Remunerations in 2013/AED Chief Executive Officer Apr-86 4,270,200 13,000,000 Chief Human Resources Officer Jun-86 2,585,958 2,750,000 Chief Financial Officer Jan-12 2,010,006 3,500,000 Chief Strategy Officer Jan-12 2,239,256 2,000,000 Chief Commercial Officer Jan-13 1,976, ,000 Related Party Transactions: No transactions have been made between the Corporation and any of the companies owned or controlled by any member of the Board or the Executive Management during

15 5 THE EXTERNAL AUDITOR DELOITTE & TOUCHE (M.E) Deloitte & Touche (M.E) is part of Deloitte Touche Tohmatsu Limited, and it is the first professional company established in the Middle East region approximately 85 years ago. Deloitte & Touche ( M.E) is Etisalat s external auditor since Auditors Fees The amount of fees for auditing services for the year 2013 was AED 2,209,930. The amount of fees pertaining to other services delivered by the Corporation s external auditor during the last year was AED 100,000 for services related to royalty fees to be paid to the UAE Government. The amount of fees pertaining to services delivered during the last year by an external auditor other than the Corporation s was AED 13,234, for consultancy services. 13

16 6 INTERNAL CONTROL

17 A. Declaration from the Board of Directors on its responsibility in respect of the internal control system and its review of its effectiveness. Pursuant to article 8 of Ministerial Resolution 518, the Board of Directors acknowledges responsibility for the system of internal control within Etisalat. The Board has approved functions and governance structures to achieve the objective of forming a view on the efficiency and effectiveness of internal controls within the Corporation. B. Clarifications on how the internal controls system (departments) functions, the names of the key Heads of departments and their qualifications. Etisalat s approach to meeting the internal control requirements follows the internationally recognized three lines of defense model. The combination of the following elements constitute the overall system of internal control within the Corporation: 1. Frontline business functions: (1 st line of defence) - governed by a delegation of power, policies and procedures and a Board approved code of Business Ethics signed by all staff. 2. The Internal Control Department: (2 nd line of defence) - includes the Enterprise Risk Management and Compliance functions. This department is headed by the Chief Internal Control Officer, who also serves as Etisalat s Compliance Officer. 3. The Internal Audit Department: (3 rd line of defence) - headed by the Chief Internal Auditor The Internal Control and Internal Audit departments are established in terms of Board approved charters and report independently to the Audit Committee. Internal Control Department The mission of the Etisalat Group Internal Control department is to engage with the 1st line of defence to establish and maintain a Group wide internal control framework that provides the management and the Audit Committee of Etisalat Group and individual Operating Entities with independent, timely and reliable assurance on the health of controls to: Meet operational and financial objectives Manage risk and uncertainty Ensure reliable reporting Comply with applicable laws and regulations. The objective of Internal Control is to maintain a central repository of risk, process and control information; assist the business with the implementation and monitoring of its risk mitigation practices; perform a compliance function. The COSO internal control framework has been adopted as the official internal control and risk management framework internally. In addition, the risk management framework is aligned to other best practices such as the ISO standard. Regular risk assessments are conducted in all areas of the Group and its Operating Companies and risks are reported regularly to Management Committees and Audit Committee. A risk management system has recently been implemented to improve the automation of this process. The Internal Control department is headed by Mr John Wilkes. Mr. Wilkes is a qualified chartered accountant with over 24 years of experience. Having gained a solid grounding in audit, he has gradually transitioned to risk, compliance and internal control and has become a prominent expert in these fields. Mr. Wilkes also serves as Etisalat s Compliance Officer. Internal Audit department The mission of the Etisalat Group Internal Audit department is to provide independent, objective assurance and consulting services, designed to add value and improve the operations of Etisalat. It helps Etisalat accomplish its objectives by bringing a systematic and disciplined approach to the evaluation and improvement of the effectiveness of risk management, controls and governance processes. 15

18 Internal Audit evaluates and reports on the effectiveness and efficiency of Etisalat s processes, systems and controls, including the central repository process and control information as well the Enterprise Risk Management and the Legal and Regulatory Compliance functions. The Internal Audit department is headed by Mr. Javier Garcia. Mr. Garcia has over 24 years of experience within the telecommunications industry. Having gained experience in process design, he has served in the industry as a Business Process Audit Director, VP Internal Audit and global head of Group Internal Audit. C. How does the internal control department deal with the key issues facing the organization or the problems that are disclosed in the reports and yearly accounts. The Internal Control Department manages identified key issues or problems disclosed in the reports and yearly accounts, as follows: Remediation or action plans are established for all key risks and compliance breaches. Responsibility for plans is allocated with timelines for completion agreed. Internal Audit also perform the same for all key internal audit issues identified; Progress in completing agreed actions is monitored with regular reporting on their status to both management and Audit Committee; Follow-up reviews are then performed as appropriate. 7 VIOLATIONS Etisalat has received three (3) violations during the year 2013 from the Telecommunication Regulatory Authority (TRA) as follows: Two violation decisions for non-compliance with the TRA s Registration Requirements for Mobile Consumers Policy. One violation decision for Etisalat s non-compliance with the TRA s instructions to unblock the SMS short code

19 8 ETISALAT S SOCIAL RESPONSIBILITY Duroosi - Tutorial Videos: The YouTube channel, Duroosi, was launched in September 2013 and seeks to address the growing need for private tuition by integrating technology with education. Developed in partnership with Google and the federal Ministry of Education, the channel features 600 tutorials covering a range of subjects and is intended to help students to improve their skills. Students can easily log onto the Ayaadi/Ministry of Education website to browse videos on any subject. The Duroosi Project was developed in coordination with the Ministry Of Higher Education to serve students and the community. The Project will be an invaluable resource for students and parents alike by helping those who are unable to afford private tuition. In doing so, Duroosi will provide a better future for tomorrow s leaders and its effects will be felt all across the UAE. Ershad Programme: Developed by Ayaadi in collaboration with the Ministry of Education, the Ershad programme provides training for teachers to enable them to effectively guide students and help them realise their full potential. Ershad was developed as a counselling service for students to assist in the transition from education to the workplace. The programme also provided behavioral psychology training for school counselors to enable them to better understand students. This programme formed part of a high level agreement signed between Etisalat Foundation and the Ministry of Education in the UAE. This initiative is considered to be one of the most effective programmes conducted by the foundation. The positive impact will be felt, not only by the students and teachers but within the wider community in the future. To date, ten students have graduated and are now certified to train other councilors within the Ministry of Education. The project was conducted during three different phases, and now is being reviewed to determine the ways in which it can be improved. 17

20 Students Empowerment: Developed in partnership with the Ministry of Higher Education & Scientific Research, Ayaadi Students Empowerment programme aims to help university students achieve outstanding academic performance and equip them for the business world. The aim of this programme is to provide financial and non-financial support to 100 UAE National Students selected from three Government universities, it is intended to have a positive impact, not only on the students but on their families and the wider community by providing disadvantaged students with the necessary financial support, it will help them to complete their education instead of dropping out and negatively impacting the community. The effectiveness of this initiative is measured by the effect it has on a student s academic performance. The initiative has shown to have had a positive effect on the grades of the students with more than 60 per cent showing an increase in their GPA compared to 2012 results. Electronic Library: The electronic Library is a portal built in cooperation with the Ministry of Education, aimed at developing the intellectual capabilities through access to books, journals & academic research papers. The library also organises mind-challenging activities such as reading competitions to encourage students to read more and broaden their intellectual horizons. The main aim of this project is to increase literacy and encourage an interest in reading by providing a modern platform to a wide demographic of the public. The books are provided free of charge and are available on different platforms to maximize the benefit of the project. Etisalat Technology Centre: In collaboration with Ministry of Higher Education, Etisalat established its own Technology Centre, which mainly aims to connect modern technology with education by facilitating and expanding educational technological reach of teachers and students. The Centre has three locations - the biggest centre is in Dubai and it is connected to two minor centres in Ras Al Khaimah and Khorfakkan. The centre also provides training for education professionals at international universities. It is worth mentioning in this regard that this programme has not been launched yet, however an activation tentative training plan is in place with Microsoft who will operate the centre. 18

21 9 GENERAL INFORMATION The Corporation s share price during 2013 Month OPEN HIGH LOW CLOSE Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

22 The Corporation s share performance comparing to the General Index and Telecommunication Index: Shareholding structure at the end of 2013: Category Percentage Individuals 40% Government 60% Total 100% Shareholders owning 5% or more of the Corporation s Capital: Shareholder Share Emirates Investment Authority 60% 20

23 Important Events Etisalat submitted a binding offer for the Acquisition of 53% stake in Maroc Telecom Etisalat shareholders consented to the recommendation of the Board to raise external funding in excess of the Corporation s capital. Etisalat and Vivendi extended the validity of the Binding offer submitted by Etisalat as well as the exclusivity period for negotiations on acquisition of Vivendi s 53% stake in Maroc Telecom. Etisalat and Vivendi signed a Share Purchase Agreement (SPA) for the acquisition by Etisalat of Vivendi s 53% stake in Maroc Telecom. The Chief Executive Officer of Etisalat Group received an award as Chief Executive Officer of Telecom Sector for Etisalat renews its sponsorship of F.C. Barcelona Club Eisalat signs a partnership agreement with imena Holding to benefit from the accelerated growth of online consumables industry throughout the Middle East. In a battle against diabetes, Etisalat Group has joined GSMA and Mobile World Health Society. Grant of an Award to Etisalat as best company in the Social Responsibility Practices for its role in serving UAE community. Chairman of the Board Eissa Mohammad Al Suwaidi 21