QFMA issues code of governance for listed companies

28/08/2025 05:04 AST

The Qatar Financial Markets Authority (QFMA) announced Wednesday the issuance of the Code of Governance for listed companies.

In accordance with the Board of Directors Resolution No. (5) of 2025, all parties covered by this system are required to ensure compliance with its provisions within one year from the date of its publication in the Official Gazette, QFMA stressed.

This code addresses many topics, encompassing the duties and responsibilities of the Board of Directors, its composition and membership requirements, Board practices and conflicts of interest, Board committees, the senior executive management, the internal control system, the principles and policies for granting remuneration and incentives, communication between the Board and shareholders, disclosure of corporate governance, and companies in which the government is a stakeholder.

A set of principles were observed in drafting the provisions of this Code, including transparency and clarity, justice and equality, and responsibility, oversight, and accountability.

In conversation with Qatar News Agency (QNA), Director of the Governance and Disclosure Department at QFMA, Khalid Saif al-Sulaiti, emphasised that this new code is a crucial step in keeping up with the advancement of the capital market's regulatory framework to meet the highest international standards, and in a manner consistent with the characteristics of the Qatari financial market.

The initiative aims to reinforce principles of transparency and integrity, while safeguarding shareholders' rights, thereby strengthening confidence in the Qatari capital market. The code replaces the previous framework issued in 2016, and includes substantive amendments, most notably raising the minimum number of board members for listed companies to seven, while setting a maximum limit of 11 members, al-Sulaiti highlighted.

He evinced that code also sets out a clear and detailed mechanism for the nomination and election process and includes an annex explaining the procedures from the opening of nominations through the formation of the board and its committees, specifying the types of members, whether independent, non-independent, executive, or non-executive, as well as the mandatory committees that must be established.

The code is based on international best practices and standards of governance, giving foremost importance to the principle of disclosure, particularly regarding shareholders' rights and equality among them, al-Sulaiti said.

He further added that the code introduces disclosures on companies' adherence to sustainability, corporate social responsibility, and climate-related standards, requiring listed companies to publish periodic reports on these aspects, alongside disclosures of material news and financial statements.

He commended the commitment of listed Qatari companies to governance standards, evincing that such adherence reflects their dedication to maintaining an exceptional standing both domestically and internationally, while enhancing confidence among clients and suppliers, affirming that the Qatari market today hosts a wide swath of best companies across various sectors globally.

This new code obliges companies to disclose sustainability, climate, and corporate social responsibility reports. And QFMA will issue a guiding manual to assist companies in complying with these standards in accordance with international best practices, al-Sulaiti underlined.

In connection with attracting foreign investors, he emphasised that the regulations issued play a pivotal role in enhancing investor confidence, pointing out that foreign investors typically assess the regulatory environment before entering any market.

This assessment is facilitated by Qatari companies' disclosure of comprehensive annual reports, which include governance-related disclosures, he said.

He indicated that Qatari companies are characterised by strengths, as many of them, especially in the industries, banks, and communications sectors, adhere to the highest standards of governance, making them the best on the regional and global stages.

Given the rapid realignments in the global markets, this code has been put in place to keep abreast of the domestic and global evolutions, al-Sulaiti highlighted, anticipating that it would contribute to fostering transparency and investors' confidence, thereby adding significant value to the Qatari financial market.

As set forth in this code, the rules and provisions of this code are derived from the recommendations put out by international institutions in connection with corporate governance, foremost of which are namely the International Organisation of Securities Commissions (IOSCO), Organisation for Economic Co-operation and Development (OECD), International Sustainability Standards Board (ISSB), and the International Corporate Governance Network (ICGN.

He noted that there are best regional and international practices added in this field. Thus, in accordance with the specifics of the Qatari financial market, each company is required to develop a policy, approved by the board, for disclosure and transparency commensurate with the relevant international principles, including those of OECD on corporate governance and ISSB, in a manner that serves the company, its stakeholders, and relevant authorities.

Al-Sulaiti further noted that these practices are intended to bolster the level of governance practices and ensure compliance with disclosure requirements within the timeframes specified in the relevant legislation, including disclosure of financial reports and the annual sustainability report, which outlines the company's contribution to environmental protection, social engagement, and corporate governance, in accordance with this system and the rules of the market in this regard.

QFMA works to entrench the principles and values of corporate governance in accordance with the best international standards and practices, in a manner that contributes to optimising company performance, upholding the public interest, enhancing the efficiency of the financial markets, which would, at the end of the day, strengthen the legislative environment attractive to investment in Qatar, in addition to protecting investors' rights and ensuring stability in financial market dealings, al-Sulaiti said.

He highlighted that governance is a set of relationships between the firm's management, the board of directors, shareholders, and other stakeholders, outlining the mechanism through which goals are set, as well as the vehicles to achieve these goals, followed by monitoring the performance, as long as governance determines the powers, responsibilities, and the decision-making process.

In addition, governance regulates the company's relationship with the peripheral atmosphere, as well as the community where the company conducts its activities. As such, the company becomes the guarantor of good and proper management, both for the sake of serving the interests of the company and all the aforementioned groups.

At its core, corporate governance aims to ensure justice and equality among all stakeholders by guiding management in operations, risk management, organising interests, avoiding conflicts of interest, upholding transparency and disclosure, and contributing to sustainability. It also involves establishing the necessary departments, divisions, and committees, as well as internal mandates, policies, and approved procedures to guarantee the fulfilment of governance objectives.

Gulf Times