Rotana Corporate Sustainability Report 2017

19 directors constructively challenge and help develop proposals on strategy and policies, and review the performance of Rotana’s management in meeting agreed goals and objectives, as well as monitoring performance reports. Our Board of Directors (BOD) comprises 5 members: • One executive member • Four non–executive members including the Chairman • 2 of the directors including the Chairman are UAE nationals. • All our board members are non-independent - Members are elected by the General Assembly every three years by cumulative voting. Each BOD member can be reappointed. Currently, there are no diversity or independency factors considered for their nomination other than competence and qualification in pursuance of UAE law. - The members possess experience in a range of fields varying from finance, economics, business administration, and hotel management to investment, real estate and engineering. The skill and knowledge of the board members has proved to be of immense value to the achievement of Rotana’s corporate objectives and performance. - The BOD members meet regularly and at least once every quarter to discuss the company’s performance reports covering Rotana’s various areas of financial and environmental and social sustainability aspects. Related resolutions are made accordingly. Invitees joining the Board meeting include: the Chief Executive Officer, the Chief Financial Officer, the Corporate Director of Internal Audit and the Director of Legal Affairs acting as board secretary. - The Chief Executive Officer is responsible for the company’s operational management. - In terms of performance with respect to governance, the Board carries out self-assessments or assessments through the General Assembly. Financial evaluation is carried out annually by independent third-party financial auditors. Currently, there are no specific criteria related to sustainability included in the CEO and board’s performance evaluation. - Wages and other compensations of BOD members are defined according to the General Shareholders Assembly decisions. - The BODs do not have competing business with the company and do not benefit from any dealings with the company. Conflicts of interest, including minimum cross- board membership, cross-shareholding with suppliers and contractors are disclosed to the board. Failure to comply with the conflict of interest requirements can lead to legal action against the non-complying BOD. For more information about our BOD: rotana.com/aboutrotana/boardofdirectors