Remunerations of Boards of Directors in the Federal Government

⚠ Official translation — the Arabic original is the legally binding version.

7 articles

1. Article 1

   Definitions In applying the provisions of this Resolution, the same definitions contained in the aforementioned Cabinet Resolution No. (40) of 2024 shall be applied. Otherwise, the following terms and expressions shall be accorded their designated meanings, unless the context otherwise requires: Every federal entity established in accordance with federal legislation possesses legal personality, along with financial and administrative autonomy. These entities are entrusted with specific functions, service provisions, organisational and managerial duties of public facilities, or : Non-profit Federal Entity

   oversight of designated sectors. They are governed in accordance with governmental regulations and protocols. Every federal entity established in accordance with federal legislation possesses legal personality and enjoys financial and administrative autonomy. These entities are entrusted with specific functions, service and products provisions, or regulatory oversight within designated sectors. They are operated on a commercial or investment basis, with the aim of achieving profitability. : For-profit Federal Entity

2. Article 2

   Scope of Application

   1. The provisions contained herein shall apply to all federal entities that are subject to the provisions of the aforementioned Cabinet Resolution No. (40) of 2024.

   2. The provisions of this resolution shall not apply to Boards of Directors (BODs) whose establishment legislation provides for a mechanism and other controls for their work system or for disbursing financial remunerations to members thereof.

3. Article 3

   Remunerations for the Chairman, Board Members, and Sub-Committees

   1. BODs in the federal government are classified into two categories:

   a. Category (A): The BODs of For-profit Federal Entities.

   b. Category (B): The BODs of Non-profit Federal Entities.

   2. Pursuant to Appendix No. (1) attached hereto, the annual financial remunerations shall be disbursed to the Chairman and members of the BODs, the Secretary, the Chairman and members of the subcommittees, and the Committee Rapporteur, as follows:

   a. The Chairmen of the BODs of federal entities categorised as (A) shall receive an annual financial remuneration not exceeding (240,000) two hundred and forty thousand

   Dirhams, while the Chairmen of the BODs of federal entities categorised as (B) shall receive an annual financial remuneration not exceeding (180,000) one hundred and eighty thousand Dirhams. These entitlements are subject to the criteria outlined in Article No. (4) hereof.

   b. The members of the BODs of federal entities categorised as (A) shall receive an annual financial remuneration not exceeding (180,000) one hundred and eighty thousand Dirhams, while the members of the BODs of federal entities categorised as (B) shall receive an annual financial remuneration not exceeding (120,000) one hundred and twenty thousand Dirhams. These entitlements are subject to the criteria outlined in Article No. (4) hereof.

   c. The youth group in the BODs of federal entities categorised as (A) shall receive an annual financial remuneration not exceeding (96,000) ninety-six thousand Dirhams, while the youth group in the BODs of federal entities categorised as (B) shall receive an annual financial remuneration not exceeding (80,000) eighty thousand Dirhams. These entitlements are subject to the criteria outlined in Article No. (4) hereof.

   d. The Secretary of the BODs shall receive an annual financial remuneration not exceeding (48,000) forty-eight thousand Dirhams, subject to provisions of this Resolution.

   e. The BOD may allocate an annual financial remuneration to the chairperson, members, or rapporteurs of sub-committees, excluding the BOD chairperson, members, and secretary, as well as entity employees. This remuneration shall not exceed (30,000) thirty thousand Dirhams annually for each chairperson, member, or rapporteur of a committee. Additionally, a rate of (3,000) three thousand Dirhams shall be allocated for each meeting attended by the committee chairperson, member, or rapporteur.

   3. The competent authority may pay an annual or monthly financial remuneration to the head of an entity that does not have a BOD, as a result of his presidency of the entity, not exceeding an amount of (180,000) one hundred and eighty thousand Dirhams annually, or according to the estimation of the competent authority.

   4. The annual bonus is applicable for a maximum of (3) three memberships across the federal government BODs, the subcommittees governed by the provisions hereof, and the federal committees established by a Cabinet resolution, whether as chairman or member. If a member participates in more than (3) three memberships, remunerations shall be capped at a maximum of three (3) remunerations per member annually.

   5. The Chairman, member, secretary, or any individual who has received a remuneration in accordance with the provisions outlined herein shall be responsible for ensuring the accuracy of the amount disbursed thereto. They shall be obligated to return any amount paid to them in contravention of these provisions.

   6. The Cabinet may approve the disbursement of financial remunerations to the chairman and/or members of the BODs and committees formed in the federal government (technical, specialised, coordination, or other), according to what it determines in this regard.

4. Article 4

   Controls for Entitlement to the Annual Remuneration

   1. An annual financial remuneration shall be disbursed to the BODs within the federal government, subject to the provisions stipulated in this resolution. This remuneration shall be based on two axes:

   a. Number of meetings in which the BOD Chairman/Member participated.

   b. The result of evaluating the effectiveness of the BOD members participation and contribution during Board meetings, as well as their role in supporting and enhancing the performance of the federal entity, aiding in the successful implementation of its annual plans.

   2. The BOD Chairman shall be entitled to 50% of the maximum annual remuneration based on the number of meetings attended. This amounts to (20,000) twenty thousand Dirhams for each meeting of the boards of directors of federal entities in Category (A), with a maximum annual limit of (120,000) one hundred and twenty thousand Dirhams. For meetings of the BODs of federal entities in Category (B), the rate shall be (15,000) fifteen thousand Dirhams

   per meeting, capped at a maximum of (90,000) ninety thousand Dirhams annually. The remaining 50% of the maximum annual remunerations shall be attributed to the Chairman role as the head of the BOD. This results in an entitlement of (120,000) one hundred and twenty thousand Dirhams for chairmen of BODs of federal entities in Category (A), (90,000) ninety thousand dirhams for the chairmen of the boards of directors of federal entities in Category A, and (90,000) ninety thousand dirhams for the chairmen of the boards of directors of federal entities in Category B, and (90,000) ninety thousand dirhams for the chairmen of the boards of directors of federal entities in Category B.

   3. The BOD member shall be entitled to 50% of the maximum annual remuneration based on the number of meetings attended. This amounts to (15,000) fifteen thousand Dirhams for each meeting of the boards of directors of federal entities in Category (A), with a maximum annual limit of (90,000) ninety thousand Dirhams. For meetings of the BODs of federal entities in Category (B), the rate shall be (10,000) ten thousand Dirhams per meeting, capped at a maximum of (60,000) sixty thousand Dirhams annually. The remaining 50% of the maximum annual remunerations shall be attributed to the member based on the result of the evaluation of participation and contribution thereof to the BOD in accordance with the provisions of Cabinet Resolution No. (40) of 2024 referred to. This results in an entitlement of a maximum amount (90,000) ninety thousand Dirhams for BODs of federal entities in Category (A), and (60,000) sixty thousand Dirhams for the BODs of federal entities in Category (B) or federal entities.

   4. The BOD youth member shall be entitled to 50% of the maximum annual remuneration based on the number of meetings attended. This amounts to (8,000) eight thousand Dirhams for each meeting of the boards of directors of federal entities in Category (A), with a maximum annual limit of (48,000) forty-eight thousand Dirhams. For meetings of the BODs of federal entities in Category (B), the rate shall be (6,666) six thousand, six hundred and sixty-six Dirhams per meeting, capped at a maximum of (40,000) forty thousand Dirhams annually. The remaining 50% of the maximum annual remunerations shall be attributed to the youth member based on the result of the evaluation of participation and contribution

   thereof to the BOD in accordance with the provisions of Cabinet Resolution No. (40) of 2024 referred to. This results in an entitlement of a maximum amount (48,000) forty-eight thousand Dirhams for BODs of federal entities in Category (A), and (40,000) forty thousand Dirhams for the BODs of federal entities in Category (B) or federal entities.

   5. If any BOD is exempted from the prescribed meeting requirements outlined herein, the Chairman, board member, secretary, and youth representative shall be entitled to the remuneration based on the actual number of meetings held and attended by them — irrespective of the exemption decision. However, the maximum value of the annual remuneration related to the number of meetings attended by the BOD Chairman, member, secretary, or youth representative shall be observed.

5. Article 5

   Additional Annual Remuneration The BODs of for-profit federal entities may decide to grant additional annual financial remunerations to the Chairman and members of the BOD (including the youth representative), provided that the following shall be taken into account:

   1. The entity shall have an approved system for distributing additional annual remunerations from the annual net profit to its employees, and the total remunerations paid to the BOD chairman and members, the entity employees, and any other categories shall not exceed (5%) of the entity total annual net profit.

   2. The entity actual revenues generated shall not surpass its actual expenses for the relevant year. Furthermore, the entity shall exhibit a net profit surplus, of which a percentage not exceeding (5%), can be allocated for disbursal as additional financial remunerations to the BOD Chairman and members, as well as entity employees.

   3. The total annual remuneration of the Chairman (membership remuneration and additional remuneration) shall not exceed the amount of (400,000) four hundred thousand Dirhams.

   4. The total annual remuneration of the member (membership remuneration and additional remuneration) shall not exceed the amount of (300.000) three hundred thousand Dirhams.

6. Article 6

   Final Provisions

   1. The federal entity shall bear the disbursement of annual financial remunerations in accordance with the provisions stipulated herein, within the financial allocations approved for it, unless the competent authority decides otherwise.

   2. The annual remuneration shall be disbursed after its approval by the BOD Chairman, after the approval of the results of the members evaluation, and after the completion of the controls and procedures for its disbursement, in accordance with the procedures in force in the federal government.

   3. The Cabinet shall apply any of the provisions outlined herein to the federal councils or federal committees upon resolution thereof.

   4. Cabinet Resolution No. (5) of 2007 Concerning the remuneration system for Chairmen and members of boards of directors across for-profit and non-profit entities, institutions, and companies owned by the federal government and the remuneration for chairpersons and members of standing committees, as amended. Moreover, any other resolutions or provisions contradict provisions hereof shall be repealed.

   5. Taking into account Clause (3) of this Article, financial remunerations shall continue to be paid to the technical or specialised committees or any committees and councils formed in the federal government, in accordance with the resolutions issued by the Cabinet in this regard, unless the competent authority decides otherwise.

   6. BODs subject to the provisions of this resolution may pay annual financial remunerations to the BODs chairman and members, the secretary, the chairman and members of subcommittees, and committee rapporteurs in accordance with the provisions outlined herein, starting from January 2024.

7. Article 7

   Publication and Entry into Force of the Resolution This Resolution shall be published in the Official Gazette and shall enter into force as of the day following the date of its publication.

   Mohammed Bin Rashid Al Maktoum Prime Minister

   Issued by Us: Date: 06 Shawwal, 1445 H Corresponding to: April 15, 2024

   Appendix (1) to the Cabinet Resolution No. (41) of 2024 Concerning the Remunerations of Boards of Directors in the Federal Government* Federal Entity Category Membership status The value of the annual remuneration for attending BOD meetings The annual remuneration value based on the result of the participation effectiveness evaluation Evaluation Result 1 2 3 4 5 For-profit Federal Entities – Category

   (A) BOD Chairman (20,000) Dirhams for each meeting, with a maximum of (120,000) Dirhams annually (120,000) Dirhams for chairing the Board of Directors BOD member (15,000) Dirhams for each meeting, with a maximum of (90,000) Dirhams annually (18,000) Dirhams annually (36,000) Dirhams annually (54,000) Dirhams annually (72,000) Dirhams annually (90,000) Dirhams annually

   Youth Representative (8,000) Dirhams for each meeting, with a maximum of (48,000) Dirhams annually (16,000) Dirhams annually (24,000) Dirhams annually (32,000) Dirhams annually (40,000) Dirhams annually (48,000) Dirhams annually Secretary (8,000) Dirhams for each meeting, with a maximum of (48,000) Dirhams annually NA Non-profit Federal Entities – Category

   (B) BOD Chairman (15,000) Dirhams for each meeting, with a maximum of (90,000) Dirhams annually (90,000) Dirhams for chairing the Board of Director BOD member (10,000) Dirhams for each meeting, with a (12,000) Dirhams annually (24,000) Dirhams annually (36,000) Dirhams annually (48,000) Dirhams annually (60,000) Dirhams annually

   maximum of (60,000) Dirhams annually Youth Representative (6,666) Dirhams for each meeting, with a maximum of (40,000) Dirhams annually (12,000) Dirhams annually (19,000) Dirhams annually (26,000) Dirhams annually (33,000) Dirhams annually (40,000) Dirhams annually Secretary (8,000) Dirhams for each meeting, with a maximum of (48,000) Dirhams annually NA

   (*) Note: This does not include the additional annual remuneration referred to in Article No. (5) of the provisions hereof.