Essdar Group is committed to good corporate governance practices and believes that these are a critical factor in achieving business success. The Board of Directors adheres to best practices in corporate governance in the fulfilment of its responsibilities to shareholders and while overseeing the work of management and the company's business results.

It is the Board’s duty and responsibility to foster the long-term success and competitiveness of Essdar Group in a manner consistent with the Board's fiduciary responsibility, which it shall exercise in the best interest of Essdar Group  and its stakeholders.

The Board of Directors of Essdar Capital Holdings Limited has adopted guidelines to reflect Essdar Group’s commitment to good corporate governance. In furtherance of these goals the Board has also adopted a Corporate Governance Code and Ethics Guidelines. The Nomination and Corporate Governance Committee will periodically review these guidelines and propose modification to the Board for consideration as appropriate.

Essdar Capital Limited and Essdar Capital Managers Limited are 100% wholly owned by Essdar Capital Holdings Limited.
Essdar Capital Holdings Limited’s shareholders and their affiliates consist of United Arab Emirates largest and most reputable wealth funds and which invest in some of the largest entities in the global Emerging Markets.

The shareholders of Essdar Capital Holdings Limited are:

		Capital Investment LLC (www.capitalinvestment.ae);
		Dubai Financial Group LLC (www.dubaiholding.ae);
		Hydra Commercial Investments LLC (www.royalgroupuae.com), and
		Mazaya Financial Investments LLC.

Essdar Group  Boards aim to comprise of  executive, non-executive and independent Directors.  

The Board Nomination and Corporate Governance Committee is responsible for assessing the independence of non-executive Directors for recommendation to the Board. This assessment is carried out by the completion and submission of an Independence Review Questionnaire by each nominated non-executive Director and annually by all non-executive Directors. 

Essdar Group has adopted the principles for assessing the independence of non-executive Directors as set out in the Dubai Financial Services Authority’s Rulebook as well as international best practice.  These principles are set out below.

Essdar Group Boards will consider a Director to be “independent” if the Director is found, on the reasonable determination by the Board, to:

be independent in character and judgement; and
have no relationships or circumstances which are likely to affect or could appear to affect the Director’s judgement in a manner     other than in the best interests of Essdar Group.

In forming a determination Essdar Group’s Board considers the length of time the Director has served as a member of Essdar Group’s Board and whether the relevant Director:

has been an employee of the Essdar Group within the last five years;
has or has had, within the last three years, a material business relationship with Essdar Group, either directly or as a partner,     shareholder, director or senior employee of a body that has such a relationship with Essdar Group;
receives or has received, in the last three years, additional remuneration or payments from Essdar Group apart from a     director's fee, participates in any Essdar Group share option, or a performance-related pay scheme, or is a member of Essdar     Group’s  pension scheme;
is or has been a director, partner or employee of a firm which is Essdar Group’s auditor;
has close family ties with any of Essdar Group’s advisors, directors or senior employees;
holds cross directorships or has significant links with other directors through involvement in other bodies; or
represents a significant shareholder.