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Governance

Governance - Introduction - Enhanced
Governance

Committed to Transparency, Integrity and Effective Corporate Governance

Depa PLC is committed to maintaining high standards of corporate governance, accountability and transparency across the Group.

The Company operates within a governance framework designed to support effective oversight, responsible decision-making and the long-term interests of shareholders and other stakeholders. The framework reflects the legal and regulatory requirements applicable to Depa PLC as a company incorporated in the Dubai International Financial Centre and listed on Nasdaq Dubai.

Depa PLC’s approach to governance is centred on:

  • Clear leadership, accountability and decision-making
  • Effective Board and Committee oversight
  • Appropriate delegation of authority
  • Risk management and internal control
  • Integrity and transparency in corporate reporting
  • Responsible and ethical business conduct
  • Open and transparent stakeholder communication

These principles are embedded through the Company’s governance framework, policies, procedures and systems of control.

Governance and Management

The Board of Directors is responsible for the overall stewardship of Depa PLC, including oversight of the Group’s strategy, performance, governance and risk management. The Board operates under a defined mandate and maintains a clear distinction between matters reserved for its decision and those delegated to Management.

The Board is supported in carrying out its responsibilities by three principal Board Committees:

  • Audit & Compliance Committee
  • Nomination & Remuneration Committee
  • Executive Committee

Each Committee operates within its respective mandate and supports the Board through focused oversight, review and consideration of matters within its areas of responsibility. Committee findings and recommendations are reported to the Board, as appropriate.

Management is responsible for the day-to-day operation of the Group under the leadership of the Group Chief Executive Officer, within the authorities and responsibilities delegated by the Board.

Governance Policies and Framework

Depa PLC’s governance framework is supported by a range of policies, procedures, delegated authorities and other governance instruments designed to promote accountability, integrity, transparency and compliance across the Group.

These arrangements support key areas including:

  • Corporate governance and delegated authority
  • Ethical conduct and integrity
  • Financial reporting and internal control
  • Risk management
  • Conflicts of interest and related party matters
  • Market conduct and disclosure
  • Whistleblowing and the reporting of concerns
  • Compliance with applicable legal and regulatory requirements

The governance framework is kept under review to support the evolving needs of the Group and continued alignment with applicable regulatory requirements and good corporate governance practice.

Risk Management and Internal Control

Depa PLC maintains risk management and internal control processes designed to support effective operations, the integrity of financial reporting and compliance with applicable laws, regulations and internal requirements.

The Group’s governance and control environment includes:

  • Defined matters reserved for Board approval and delegated authorities
  • Processes for identifying, assessing, monitoring and escalating risk
  • Internal controls embedded within financial and operational processes
  • Independent internal audit activities
  • Board and Committee oversight
  • Policies and procedures supporting consistent governance and responsible business conduct

The Group applies a structured approach to risk management, with matters escalated to the appropriate level of Management, Board Committees or the Board having regard to their nature, scale and significance.

The Internal Audit Function provides independent assurance over selected business processes and control environments across the Group. Its work includes reviewing key processes, assessing the adequacy of controls and identifying opportunities to strengthen governance, risk management and operational effectiveness. Findings and recommendations are reported to Management and the relevant Board Committees.