Corporate Governance

Corporate Governance

As a publically traded company in Dubai Financial Market (DFM), Aramex governance guidelines are structured in accordance with the Federal Law No. 2 of 2015 regarding the Commercial Companies Law, and Securities and Commodities Authority (SCA) Ministerial Resolution No. (518) of 2009 Concerning Governance Rules and Corporate Discipline Standards, which guide the Board of Directors and its committees in exercising their responsibilities.

Building on our commitment to transparency, Aramex produces an independent governance report in compliance with SCA guidelines.Being committed to its shareholders, Aramex is applying the highest corporate governance standards derived from the company's core values with the presence of an effective management team.

Board Of Directors:
Aramex is headed by a Board of Directors comprises nine directors. The current Board of Directors, which was elected by our Annual General Assembly on March of 2013 consists of the following members:
  • Mr. Abdullah Al-Mazrui, Chairman
  • Mr. Fadi Ghandour, Founder and Vice Chairman
  • Mr. Hussein Hachem, Chief Executive Officer and Director
  • Mr. Helal Al-Marri, Director
  • Mr. Ahmed Al-Badi, Director
  • Mr. Ahmed Fahour, Director
  • Mr. Mohamed Hassan Alsuwaidi, Director
  • Mr. Ayed Aljeaid, Director
  • Mr. Mana Al-Mulla, Director

Aramex nine-member board of directors strives to cement the company position as a leader in corporate governance by implementing and upholding its Charter and Corporate Governance Guidelines. Six of the Board members (67%), including its Chairman, are independent non-executive directors, two members are non-independent non-executive directors and one member is an executive director and management representative: Hussein Hachem, CEO of Aramex.

Committees of the Board

A substantial portion of the analysis and work of the Board is done by standing Board Committees. The Board has established the following standing Committees:

  • The Audit Committee
  • Nomination and Remuneration Committee
  • Internal Audit

 

The Board may, from time to time, establish additional committees as necessary or appropriate.

Committee members are appointed by the Board. Consideration should be given to rotating committee members periodically although such is not mandatory.

Each committee has its own charter; the charters will set forth the purposes, goals and responsibilities of the committees as well as committee structure and operations and committee reporting to the Board.

Committees are formed of not less than three Non-Executive Directors, at least two of which shall be Independent Directors, including one as Committee Chairman. The Chairman of the Board of Directors may not be a member of those committees.

Audit Committee

The Audit Committee is appointed by the Board in accordance with SCA regulations. The Committee should have at least 3 (three) members, all of whom shall be non-executive directors, and at least 2 (two) must be independent directors. The Chairman of the Committee is to be an independent non-executive director and is to be appointed by the Board (but is not to be the Chairman of the Board). Additionally, 1 (one) member of the Committee must be a financial expert with recent and relevant financial experience.

The current Audit Committee consists of the following members:

  • Mr. Helal Al-Marri, Chairman (Financial Expert)
  • Mr. Fadi Ghandour, Member
  • Mr. Ahmed Al-Badi, Member
  • Mr. Mana Al-Mulla, Member

The Audit Committee assists the Board in fulfilling their oversight responsibilities for the:

  • Integrity of the financial statements.
  • The external auditor’s qualifications and independence and
  • Performance of Aramex’s Internal Audit Department.

The Audit Committee meets whenever necessary, but not less than once every 3 (three) months.  Additional meetings may be requested by any member, the Internal Auditor or the External Auditor.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is appointed by the Board in accordance with SCA regulations. The Committee should have at least 3 (three) members, all of whom shall be non-executive directors, and at least 2 (two) must be independent directors. The Chairman of the Committee is to be an independent non-executive director and is to be appointed by the Board (but is not to be the Chairman of the Board).

The current Nomination and Remuneration Committee consists of the following members:

  • Mr. Ahmed Al-Badi, Chairman
  • Mr. Fadi Ghandour, Member
  • Mr. Mana Al-Mulla, Member
  • Mr. Mohamed Hassan Alsuwaidi, Member

The Nomination and Remuneration Committee assists the Board in fulfilling their oversight responsibilities for the independence of Board Members and to monitor the integrity of human resources processes at Aramex.

The Committee meets as frequently as it determines, at least 1 (one) time per year. Additional meetings may be requested by any Board Member or the Human Resources Manager.

Internal Audit

The internal audit is an independent, objective assurance and consulting activity designed to add value and improve Aramex's operations. It helps the company to accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes.

The internal audit is established by the Board to determine whether Aramex’s network of risk management, control and governance processes, as designed and represented by management, is adequate and functioning in a manner to ensure:

  • Reliability and integrity of financial and operational information.
  • Effectiveness and efficiency of operations and programs.
  • Safeguarding of assets.

The internal audit governs itself by adherence to The Institute of Internal Auditors' (The IIA) mandatory guidance.

The Head of Internal Audit reports functionally to the Board and administratively (i.e. day to day operations) to the Chief Executive Officer.

Internal auditors have no direct operational responsibility or authority over any of the activities audited. Accordingly, they do not implement internal controls, develop procedures, install systems, prepare records or engage in any other activity that may impair internal auditor judgment.