Corporate Governance

The Dhiraagu Board is accountable to the shareholders for overseeing the management and performance of the Company, and is responsible for the Company’s overall strategy and governance. The Board has delegated responsibility for day-to-day management of the Company to the CEO.

The Articles of Association requires the Board to consist of seven members; four Directors to be appointed by CWC, two Directors to be appointed by the Government of Maldives and an Independent Director elected by the public shareholders at an Annual General Meeting. Any decisions on the selection of candidates for the new Independent Director are made by the Remunerations & Nominations Committee. Due importance is given to ensure that the Board members possess appropriate mix of skills, experience and expertise to be well equipped to handle challenges that Dhiraagu faces in today’s dynamic business environment.

The Chairperson must be a non-executive Director appointed by the Government of Maldives. The Chairperson’s principal responsibilities are to ensure that the Board fulfils its obligations under the Articles of Association as required under relevant legislation, and to provide appropriate leadership to the Board and the Company.

The current Chairperson Mr. Ibrahim Athif Shakoor was appointed in May 2012.

The Board meets on a quarterly basis to review the business and financial performance of the Company against the ‘Annual Operating Plan’. This process enables the Board to ascertain the strategic direction in which the Company is heading towards – specifically looking at areas such as products and services, risk management, compliance and human resource development. Although it has scheduled meetings, the Board does meet on other occasions to deal with specific matters that need attention as and when required. Where appropriate, the Board liaises with senior management outside Board meetings, and may consult with external advisers.

The three active Committees of the Board:

• Audit Committee;
• Governance Committee;
• Remunerations & Nominations Committee.

Following each Committee meeting, the Board receives a report from that Committee on its activities. Each Committee operates in accordance with its written terms of reference approved by the Board. The Board appoints the members and the Chairperson to each Committee. The role, function, terms of reference, performance and membership of each Committee is reviewed every year as part of the Board’s annual evaluation process. Other members of the Board can attend Committee meetings and the Committee can invite others, including any Dhiraagu employees, to attend all or part of its meetings as it deems necessary or appropriate. However, if a person has a material personal interest in a matter that is being considered at a meeting, he/she will be not be present.

Audit Committee

The Audit Committee comprises of three members. The Committee’s meetings were also attended by the CEO, Chief Executive and Head of Internal Audit as and when required along with the CFO (also the Secretary of the Committee).

Mr. Marco Regnier was appointed as the Chair of the Committee in April 2013 with the Committee now being reconstituted to include Ms. Idham Hussain and Mr. Ibrahim Shareef Mohamed as members.

The Committee is responsible for:

• Monitoring and reviewing of annual / interim financial statements before submission to the Board;
• Ensure the effectiveness of the internal control environment and risk management systems;
• Reviewing the implementation of internal and external audit observations/recommendations;
• Ensure that the Company is in compliance with legal and regulatory requirements.

Governance Committee

The Governance Committee comprises three Directors. At present, Mr. Ismail Waheed is the Chair of the Committee with Mr. Ibrahim Shareef Mohamed and Dr. Ghassan Murad being appointed in November 2012 and April 2013 respectively.

The Committee is responsible for advising the Board on running the Company in accordance with sound corporate governance policies; by bringing to the Board’s attention where to further strengthen or introduce new policies and advising the management on implementing those policies. 

Remunerations & Nomination Committee

The Remunerations & Nominations Committee comprises of three Non-executive Directors and one Executive Director. Shaikh Mohamed bin Isa Al Khalifa has been appointed as the Chairperson of the Committee in April 2013 with the Committee now being reconstituted to include Mr. Marco Regnier, Ms. Idham Hussain and Mr. Ismail Waheed.

The Committee is responsible for: 

• Board composition and performance;
• Board remuneration;
• The performance and remuneration of any member of the management team;
• Employee share plans.

According to the Dhiraagu’s Corporate Governance Code, the Board’s performance is required to be annually reviewed. The first such review of performance of individual Committees and that of individual Directors is scheduled for September 2012.

Directors are required to take all reasonable steps to avoid actual, potential or perceived conflicts of interest and to be sensitive to situations in which these may arise. The Company’s Act (10/96), Dhiraagu’s Articles of Association and the Corporate Governance Code require the Directors to disclose any conflicts of interest and, in certain circumstances, to abstain from participating in any discussion or voting on matters in which they have a material personal interest.

Dhiraagu faces an array of risks due to the complexity of its business and the business environment in which it operates. Risks are monitored, reported and addressed regularly throughout the year. A Decision Matrix approved by the Board that sets approval limits for all business transactions and expenditures within the Company. Approaches to manage, monitor and report risks are continually reviewed and developed.

Dhiraagu follows both internal and CWC Group policies which operate to promote ethical and responsible conduct. These provide guidance to the Company’s Directors, senior management and employees on the standards of ethical business and personal conduct required of all employees in undertaking their daily business activities.

Dhiraagu has a zero tolerance approach to bribery and corruption. Dhiraagu implements the CWC Group policy on anti bribery and anti corruption, which requires that Company employees and contractors must show integrity and be honest and trustworthy in all dealings. To this effect, Supplier Conduct Principles have been incorporated into contracts with the Company’s vendors and suppliers.

An amendment was made in February 2012 to CMDA Corporate Governance Code requiring public companies to have systems to raise concerns. Such a system had already been in place since September 2011 under the Dhiraagu Ethics Policy together with the CWC Anti Bribery Policy, which enables employees and the management of the Company to raise any concerns that they have (whether on a confidential basis or otherwise), of any non-compliance or fraud or other misdemeanor within the Company.

Dhiraagu is committed to fulfilling its statutory reporting obligations under the Securities Act (2/2006) and the Maldives Stock Exchange (MSE) Listing Rules. Dhiraagu has established a comprehensive Information Disclosure Procedure with the aim of ensuring the release of price-sensitive information in a timely fashion to ensure that the company provides shareholders, potential investors and other stakeholders of the financial community with up to date information.

Dhiraagu conducts its business in compliance with its legal and regulatory obligations under the Company’s Act (10/96), the Securities Act (2/2006), the MSE Listing Rules and the CMDA Corporate Governance Code. With appropriate controls and governance procedures in place, the Company continues to comply with relevant laws, regulations and industry codes.