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About Us » Ownership & Corporate Governance

OWNERSHIP STRUCTURE

 

The Al Dar Capital Group is a holding company and is registered as a Private Limited Company in United Kingdom. The Al Dar Capital Group (UK) is the holder of controlling blocks of shares of all the companies that make up the Group.

 

The ownership and subsidiary structure of the Al Dar Capital Group was formed so, as to guarantee that:

 

- the interests of the strategic group of shareholders, including the management of the Al Dar Capital Group, institutional, corporate and private shareholders, are closely involved in the Company management;

- the Al Dar Capital Group functions effectively as a management controlled entity;

- the management of all the transactions and assets of the Group is performed under control of the Al Dar Capital Group (UK). As a result, virtually all the commercial risks of the Al Dar Capital Group are held in Europe. Due to the structure of the Company, the Al Dar Capital Group is considered by investors and lenders to be a company with a European domiciled risk.

 

The Company management's ownership in the Al Dar Capital Group is implemented through the share ownership. The Al Dar Capital Group has a permanent program in which is offers the management the opportunity to obtain shares allocated to them for cash. This program is an effective way to align interests, encouraging management to focus on the development prospects of the Company and enabling prudent control to be asserted over balance sheet risks.

 

CORPORATE GOVERNANCE

 

The Al Dar Capital Group considers corporate governance to be a set of principles based upon which members of the Board of Directors, shareholders, investors, management and employees of the Company cooperate. Effective corporate governance puts the business approach before personal interests and by doing this maintains the high level of trust between all the stakeholders. This enables the Al Dar Capital Group to operate, grow and prosper.

 

The Al Dar Capital Group makes large investments in asset classes with a varied level of liquidity such as private equity, hedge funds, venture capital and real estate. These different investment initiatives, typically operating at a risk level higher than average, have led to the development of strong corporate governance and the comprehensive risk management infrastructure.

 

Currently, the corporate governance methods of the Al Dar Capital Group are structured around the following main principles:

 

Alignment of interests

 

The key element of the philosophy of the Al Dar Capital Group is to attain an equal level of interest from the clients, shareholders, and management in the results of the Company, by aligning their interests and also by providing the maximum level of protection of the interests of the investors and lenders.

 

Co-investments. Clients, shareholders and management cooperate in all the large investment initiatives of the Al Dar Capital Group, such as, investments in industrial and infrastructure projects on emerging markets, private equity investment, venture capital investment and real estate investment. The Al Dar Capital Group also invests a substantial portion of its liquid assets in the hedge funds program. Consequently, through ownership of the Al Dar Capital Group, shareholders and the management indirectly take part in every investment project of the Company. In addition, employees at the Al Dar Capital Group also co-invest together with clients and the Company. As a result, all three groups are exposed to the same risk, and at the same time they share the successes together. This emphasis on co-investment guarantees that all the stakeholders have sufficient motivation to promote the continuing growth of the Company, and enhance its value through the generation of superior risk-adjusted returns in each of the investment products of the Al Dar Capital Group.

 

Performance-based incentive compensation. Investment specialists, consistent with industry practice, participate in performance-based “carry” programs whereby a certain variable portion of exit proceeds due to investors from the realization of their investments is shared with the investment professionals, provided that a certain pre-established minimum performance objective is exceeded on the underlying investment. In addition, a significant part of the overall executive compensation is paid in the form of variable incentive compensation that is highly correlated with the net income of the Al Dar Capital Group. The Company's net income is driven by its ability to acquire, place, manage and realize investments (franchise value) and realize gains from investments on its balance sheet. The franchise value, in turn, depends on the management's ability to provide long-term value to Company's clients and shareholders and protection for its investors and lenders. In this way, the executive compensation programs of the Al Dar Capital Group play a primary role in aligning management's interests with the interests of shareholders, clients and lenders.

 

Transparency and risk management

 

The principle of transparency in the Al Dar Capital Group implies the open and preventive discussion of issues and problems which arise, with the participation of all the stakeholders. In this regard, one of the key tasks for the Board of the Al Dar Capital Group is to supervise the effective allocation of resources, to support and develop the risk management infrastructure, and to take decisions with full liability based on the relevant information.

 

The Board is responsible to its shareholders for generating financial performance figures which are at a consistently high level, and also for raising the shareholder value in the long-term.

 

Board of Directors. The Board of Directors of the Al Dar Capital Group is responsible to the shareholders for the Company’s results. Since the Al Dar Capital Group was created, the Board of Directors has consisted of non-executive directors, executive directors and the CEO. Also, from the very day of its foundation, the roles of the Chairman of the Board of Directors, Vice Chairman of the Board of Directors and Chief Executive Officer have been separate.

 

The Board of Directors meet no less than four times a year. The Board of Directors, on behalf of the shareholders, establish the development strategy of the Company, determine and control the organizational and investment policies, which are implemented on a daily basis by senior management as part of effective corporate governance and effective risk management.

 

The Board of Directors maintains constant direct contact with the management team. In turn, the management team provides a regular flow of information to the Board of Directors through full year forecasts, year-to-date updates and long range plans. All the important decisions are discussed with the Board of Directors, including decisions taken regarding the feasibility of investment initiatives.

 

Four executive committees have been formed in the Al Dar Capital Group: Administrative Committee, Investment Committee, Audit Committee and Risk Management Committee, which are delegated powers according to their scope of authority. The Governance of the Al Dar Capital Group is carried out through the focused activities of four Board Committees, each of which meet no less than four times a year.

 

Administrative Committee. The Administrative Committee is responsible for taking administrative decisions and overseeing the administrative policy of the Al Dar Capital Group.

The Administrative Committee performs the following functions:

- approves cash bonuses, incentive and compensation programs;

- reviews and approves cooperate and administrative policy; 

- approves the annual budget and dividend policy.

 

Investment Committee. The Investment Committee oversees the investment policy of the Al Dar Capital Group and is responsible for mistakes made during its implementation. 

The Investment Committee performs the following functions:

- examines and approves recommendations regarding the investment strategy, products and services;

- sets investment and trading limits;

- evaluates investment, financial and commercial decisions;

- sets lending and leasing limits;

- approves corporate funding policy.

 

Audit Committee. The Audit Committee is responsible for internal auditing, external auditing and the accounting policies of the Al Dar Capital Group. The Head of the Internal Audit regularly reports to the Committee.

The Audit Committee performs the following functions:

- monitors the integrity of financial reporting;

- ensures the independence of the Company’s internal audit;

- examines issues concerning the validity and effectiveness of accounting and financial control;

- selects the Company’s external auditor for appointment and approval at the Annual General Meeting;

- ensures the independence of the Company’s external auditor.

 

Risk Management Committee. The Risk Management Committee is responsible for monitoring the risk management efficiency of the Al Dar Capital Group. The Head of the Risk Management regularly reports to the Committee.

The Risk Management Committee performs the following functions:

- examines the issues concerning the validity and effectiveness of the Company’s risk management policies and methods;

- oversees Company’s compliance with all applicable laws and regulations;

- monitors the Company’s transactions with respect to money laundering.

 

Collective decision-making

 

At the Al Dar Capital Group, all the important decisions are made collegial. There is no person in the Company who has the right of veto or the ability to personally take or revoke a key decision.

 

Any structure operating within the Al Dar Capital Group has a comradeship mentality. All the business units are accountable and the results of their work are evaluated by colleagues and partners within the Company.

 

All the staff follow the code of conduct of the Al Dar Capital Group, which obliges them, first and foremost, to examine the impact of their actions on the reputation of the Company and to act ethically, in order to protect the Al Dar Capital Group, its shareholders and clients.

© The Al Dar Capital Group 2010
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