6. The governance framework for the SWF should be sound and establish a clear and effective division of roles and responsibilities in order to facilitate accountability and operational independence in the management of the SWF to pursue its objectives.
ICD's Board has oversight of the organisation’s corporate governance affairs and related policies and procedures. It is responsible for the stewardship of ICD, seeking to ensure that ICD’s investment management and operational arrangements are functioning effectively.
The Board is composed of a Chairman, a Deputy Chairman, the Managing Director, and other Board members who are appointed by a Decree of the Ruler of the Emirate of Dubai. The composition of the Board of Directors is disclosed in ICD’s Annual Report.
Law No. (11) of 2006 provides for ICD to establish and implement a strategy to invest the assets of the Government.
Law No. (11) of 2006 further provides for the Managing Director to be responsible to the Board of Directors for the implementation of the general policy of ICD, the efficiency of its bodies, and to manage ICD and supervise its affairs.
The Board has put in place appropriate delegations for the management of the operations of ICD. Delegated authority allows for the efficient day-to-day management of ICD and promotes responsibility and accountability.
The management of ICD’s investment and operational activities is conducted by investment and related professionals who act independently from day-to-day government activities.
The Government of Dubai is not involved in the investment or operating decisions taken by ICD or its portfolio companies or subsidiaries, save in the capacity as a regulator or in relation to legal or regulatory matters.
A number of Committees support the overall Board and Management Governance Framework as outlined below:
The Investment Committee comprises three Board members. The Investment Committee is primarily responsible for the review and recommendation to the Board of ICD’s investment strategy, oversight of the performance of investments made by ICD, and approval of investment transactions.
The Audit Committee comprises four Board members. The Audit Committee is primarily responsible for the oversight of ICD’s financial reporting and the audit process, its system of internal control, and its process for monitoring compliance with applicable standards, laws and regulations.
The Remuneration Committee comprises three Board members. The Remuneration Committee is primarily responsible for the review and approval of the remuneration of executive directors, oversight of ICD’s compensation and benefits plans, and the review and approval of the corporate performance-related objectives of ICD.
The Management Committee comprises the senior management team of ICD and has the responsibility for overseeing its day-to-day operations.
The Risk Management Committee is comprised of all department heads and is primarily responsible for recommending and overseeing the implementation of a sound risk management framework. This committee provides guidance to ICD departments in their efforts to enhance internal control systems and processes necessary to ensure risks are effectively managed.
The ESG Management Committee is comprised of three members of ICD’s management team and performs an oversight and monitoring role in relation to ICD’s management of its own ESG responsibilities and the implementation of ICD’s ESG framework and strategy.