Celebrating 20 years of strategic partnerships...06 | Celebrating 20 Years of Strategic Partnerships...

Celebrating 20 years of strategic partnerships

Corporate Governance Report 2016

adsb.ae

Order of Content1 Governance Philosophy & Practice 04

2 Directors’ & First Degree Relatives’

Transactions in Company Securities 07

3 Board of Directors 08

3.1 Composition of the Board 08 3.2 Directors’ Business and Management

Experience and External Appointments 09 3.3 Board of Directors Remuneration 14 3.4 Board Meetings Held During the Year of 2016 14 3.5 Executive Management 15 3.6 Related Party Transactions 15 3.7 Executive Management Compensation

paid during the year 2016 16

4 Independent Auditor 17

5 Audit Committee 18

6 Nomination & Remuneration Committee 20

7 Executive Committee 22

8 Follow-up and Supervision Committee

of the Trading Insiders 23

9 Internal Control Systems 23

10 Statement on Violations 25

11 Corporate Social Responsibilities 25

12 General Information 26 12.1 The Share Movement during the year 2016 26 12.2 The Share Movement with General and

Industrial Index during 2016 27 12.3 Company Share Price in the Market during 2016 29 12.4 Shareholding Pattern as on 31st December 2016 29 12.5 Distribution of shareholder by size of ownership

as on 31st December 2016 30

12.6 Shareholder Holding 5% or above

of Share Capital - 2016 30 12.7 Regulations of Investors Relations 30 12.8 Decisions that have been presented during the 31

AGM held in 2016 and the actions taken

12.9 Core Changes in the Strategy 31

04 | Celebrating 20 Years of Strategic Partnerships


This report sets out a detailed status of Abu Dhabi Ship Building’s (“ADSB” or the “Company”) compliance with the requirements for corporate governance, as set out in the UAE Ministry of Economy Ministerial Resolution No. 518 of 2009 as amended (the ‘Code’), and Federal Law No. 2 of 2015 on commercial companies in the prescribed format as approved by the authorities.

The Company recognizes that transparency, disclosure, financial controls and accountability are the pillars of any good system of corporate governance.

The Company has an effective and well informed Board, which fully complies with the Code’s requirement of Board composition in terms of mix of non-executive and independent directors. The Board is assisted by Sub-Committees of the Board with well-defined charters. The Company is governed by its Articles of Association embedded with strong corporate governance principles and standards with clearly defined roles and responsibilities to the Board, its members and executives.

The Company personnel are bound by ADSB’s Code of Conduct and guided by the Company’s Insider Trading Policy. There is also an effective Internal Control System in place.

The Company complies with the rules and regulations and disclosure requirements of SECURITIES & COMMODITIES AUTHORITY (“SCA”) and ABU DHABI SECURITIES EXCHANGE (“ADX”) and other relevant regulators and bodies. ADSB further complies with the governance requirement of the Code as envisaged in Ministerial Resolution No. 518 of 2009 and subsequent amendments.

The annual Corporate Governance Report is filed with SCA and published on the Company’s website for review and reference.

1 Governance Philosophy & Practice

05

Governance Structure

Shareholders

Board of Directors

Chief Executive Officer

Audit CommitteeNomination

& Remuneration Communication

Internal Audit

Executive Committee



Shi

p B

uild

Commercial

OrganizationalStructure

Chief Executive

Officer

Chief Financial Offi cer

Ch

ief

Op

era

ting

Offi

cer

Internal Audit

Commercial

HR

Legal

IT

Supply Chain

Finance

N

aval

M

ilita

ry/

Ship

Build

Com

mer

cial

S

BC

N

SS

S

hip

Bu

ild

Services

07

The Board and the individual Directors as well as the Company management and staff understand their obligations with respect to disclosure requirements in connection with their dealings in Company securities and are compliant with all requirements set by SCA and ADX. To ensure best practices,

the Board issued a detailed Share Dealing Policy applicable to all Board members and Company staffs that have access to sensitive Company information and data. There were no dealings in Company securities by the Directors or their first-degree relative during the year 2016.

2 Directors’ & First Degree Relatives’ Transactions

in Company Securities



The Articles of Association of the Company provide for nine members, six of whom are from time to time appointed by a resolution of the Executive Council of the Emirate of Abu Dhabi or by any person authorized by the Council to make such appointment. The General Assembly of the Shareholders shall elect the remaining four members by cumulative secret ballot, provided that the Executive Council shall not participate in voting for their election. The present Board was elected by the Shareholders of the Company at the Annual General Meeting

(AGM) held in 14 April 2015 for a period of three years. There is currently no female representation in the board of directors as there was no female nomination to the membership of the Board.

3.1 Composition of the Board

The Board comprises of nine directors, all of which are non-executive and independent directors. The Board of Directors of the Company aims to meet at least every two months.

3 Board of Directors

Name of Members Title Category

Homaid Abdulla Al Shimmari Chairman NED & I

Cyril Asaad Ahmed Arar Vice Chairman NED & I

Salem Rashid Abdullah Al Noaimi Member NED & I

Abdullah Saeed Helal Abdullah Al Darmaki Member NED & I

Mohamed Salem Mohamed Al Mehairbi Member NED & I

Ali Salah Saif Al Yafei Member NED & I

Abdulla Mohamed Ismail Shadid Member NED & I

Khaled Saleh Mohamed Al Rashedi Member NED & I

Matar Ali Al Rumaithi * Member NED & I

Hisham Khalid Tawfiq Malak Member NED & I

Notes: 1) NED & I - Non-Executive & Independent Director. 2) * Member resigned in the AGM held on 14 April 2016

09

3.2 Directors’ Business and Management Experience and External Appointments

NameHomaid Abdulla Al Shimmari

External Appointments

QualificationBachelor of Science in Aeronautical Engineering

• Emirates Defence Industries Company/Chairman

• Maximus Air/Chairman• Abu Dhabi Autonomous Systems

Investment/Chairman • Mubadala Petroleum/Board member• Masdar/Board member• Global Foundries/Board member• Abu Dhabi Aviation/Board member • Royal Jet/Board member• AerCap Holdings/Board member• du - Emirates Integrated

Telecommunications Company PJSC./ Board member

• SR Technics Holdco 1 GmbH/ Board member

• Abu Dhabi Marine Operations and Services/Board member

• UAE University/member on the board of Trustees

• Khalifa University/member on the board of Trustees

Business Experience

32 years

Experience as Director

10 years

Area of Expertise

Aerospace, ICT, Energy, Ship Building, Procurement, Human Capital

Name Cyril Asaad Ahmed Arar External Appointments

QualificationBachelor degree - Electronics Engineering Technology

• Strata Manufacturing/Chairman • Abu Dhabi Terminals/Vice Chairman • Emirates Defense Industries

Company/Director• ATS&S/TS&S/Chairman

Business Experience

26 years


8 years

Area of Expertise Defense and Aerospace



NameSalem Rashid Abdullah Al Noaimi


QualificationBachelor - Finance & International Business

• Dunia Finance/Chairman• Anglo Arabian Healthcare/Chairman• Addax Bank BSC/Chairman• Aercap Holding N.V/Director• Al Bashayer Investment Company/

DirectorBusiness Experience

16 years


11 years

Area of Expertise Investment Banking

NameAbdullah Saeed Helal Abdullah Al Darmaki


QualificationBachelor Degree of International Affairs

• Abu Dhabi Loans Commissions to Egypt/Vice Chairman

• National Network Committee/ Vice Chairman

• Abu Dhabi Demographics/Member• Abu Dhabi Japan Economic Council/

Member• Economy Development committee -

The General Secretariat of the Executive Council (GSEC)/Member

• Higher commitee of UAE – UK business council/Member

• Advisory Board of National Fund for SME Development – Kuwait /Member

Business Experience

23 years


14 years

Area of Expertise

Oil and Gas, Petrochemical, Investment, Real Estate, Human Capital Development

11

NameMohamed Salem Mohamed Al Mehairbi


QualificationBachelor Degree in Economics and Marketing

• National Gas Carriers Company (NGCC)/President

• Abu Dhabi National Shipping/President• Abu Dhabi Polymers Company

(BOROUGE PTE)/Director • ESNAAD/Director• Abu Dhabi Marine Sports Club/Director

Business Experience

24 years


8 years

Area of ExpertiseMarketing Petroleum Products, Gas, Sulphur Olefins

Name Ali Salah Saif Al Yafei External Appointments

QualificationBachelor in Aircraft Engineering

• Piaggio Aero Industries SPA/Chairman

Business Experience

26 years


8 years

Area of ExpertiseManagement, Engineering, Supply Chain & Logistics



NameAbdulla Mohamed Ismail Shadid


QualificationBachelor of Engineering (B.Eng), Electronic and Electrical Engineering

• Sanad Aero Solutions GmbH/Chairman• Aerospace Turbine Services and Solutions

LLC/Director • Strata Manufacturing PJSC/Director• SR Technics Switzerland GmbH/Director

Business Experience

12 years


7 years

Area of Expertise

Business Development, Asset & Portfolio Management, Aerospace Industry

NameKhaled Saleh Mohamed Al Rashedi


Qualification

Bachelor of Business Administration with concentration in Finance and Marketing

• Tabreed/Director• Turbine Services & Solutions/Director

Business Experience

24 years


13 years

Area of ExpertiseBusiness Development, Asset Management, Government Relations

13

NameHisham Khalid Tawfiq Malak


QualificationBSc in Science – Chemistry

• Abu Dhabi Finance/Chairman• Bidaya Media/Chairman• Emi Music Publishing/Director

Business Experience

19 years


7 years

Area of ExpertiseProject Management, Finance, Facilities Management



3.4 Board Meetings Held during the Year of 2016

Name of Members 01/03/16 14/04/16 22/06/16 05/09/16 13/11/16 18/12/16Present /Available

Homaid Abdulla Al Shimmari 5/6

Cyril Asaad Ahmed Arar 6/6

Salem Rashid Abdullah Al Noaimi Proxy

GivenProxy Given

2/6

Abdullah Saeed Helal Abdullah Al Darmaki Proxy

Given 3/6

Mohamed Salem Mohamed Al Mehairbi 4/6

Ali Salah Saif Al Yafei 6/6

Abdulla Mohamed Ismail Shadid 5/6

Khaled Saleh Mohamed Al Rashedi 5/6

Matar Ali Al Rumaithi * 2/2

Hisham Khalid Tawfiq Malak Proxy

Given5/6

Attendance on each meeting

9/10 6/10 9/9 6/9 7/9 6/9

* Member resigned in the AGM held on 14th April 2016

3.3 Board of Directors Remuneration

Subject to the provisions of Article No. (21) of the SCA Chairman resolution No. (7) for the year 2016 related to organizational discipline standards and governance of public joint stock companies. The Company in 2016 paid AED 2M as remuneration for Board Members to attend Board meetings and Board Committee meetings for the year

2015. For the year 2016, a remuneration of AED 2 million has been proposed for the Board Members subject to approval of the shareholders pointing out that ADSB Chairman and Board Members did not receive any allowances from the company for attending Board of Directors meetings or committees emanating from the Board.

15

Delegation of Authority:

There is a detailed Delegation of Authority document, setting out approval limits and clear lines of responsibility over the whole business.

In general the Board has delegated the following authorities to the Executive Management:

• To represent the Company and appear before all official departments or other administrative offices;

• To submit and negotiate tenders and execute and carry out agreements and contracts within the financial limits defined in the Board approved Power of Attorney and/or Delegation of Authority Matrix;

• To recruit/dismiss Company staff;• To enter into insurances in connection with

the property of the Company; • To file registrations and defend trademarks

or industrial property;• To decide and secure management and

technical services to fulfill the Company’s obligations under its contracts; to sign trade licenses and registrations;

• To sign car and vehicle registrations; • To receive and sign receipts in respect of

deliveries to the Company; • To appoint and authorize legal advisors

and pay their fees;• To conduct banking transactions as defined

in the bank signatory resolutions passed by the Board; and

• To sign necessary documents or papers to give effect to the matters listed above.

3.6 Related Party Transactions

There is a receivable of AED 16,138,287 from Safwa Marine, AED 3,044,055 from ADSI, AED 702,829 from Meya and AED 30,534,246 from Frontiers for expenses incurred on their behalf as at December 31, 2016.

ADSI, Safwa Marine and Frontiers are subsidiaries of ADSB with ownership interest being 57% in ADSI, 100% in Safwa Marine and 99% in Frontiers whereas Meya is a joint venture with 70% ownership of ADSB.

3.5 Executive Management

The Executive Management, comprising of Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Directors and Legal Counsel implements the Company’s strategy and manages the day-to-day affairs of the Company in accordance with the business plans and activities approved by the

Board, protecting the shareholder interests and adopting best and successful practices to accomplish Company’s objectives and goals.

In 2016, the company has proudly appointed the following personnel to join the ADSB Executive Management team:

No. Name Position Hired Date

1 Graham Backhouse Naval Ship Building Director 3 January 2016

3 Noura Bou Rabee Supply Chain Director 20 August 2016

2 Sami Abu Hatab Human Resources Director 25 December 2016



3.7 Executive management compensation paid during the year 2016 is as follows:

No. Name PositionJoining Date

Total Annual Salary (AED)

Total Bonuses

Paid for 2015 (AED) ***

Other Bonuses for the year 2016 or for

future ***

1Dr. Khaled Al Mazrouei

Chief Executive Officer

13.05.2013 1,965,120.00 305,280.00 -

2 Yaser Al FalahiChief Operating Officer

01.07.2015 300,000.00 229,314.00 -

3Rizwan Chowdhari *

Chief Financial Officer

08.02.2015 1,153,168.00 NA -

4Mohamed Al Ghas

Commercial Director

09/03/2011 1,203,552.00 175,281.00 -

5 Mohamed Rizal ** Director Services 15/04/2015 634,083.30 131,574.00 -

6 Graham BackhouseNaval Ship Building Director

03/01/2016 1,084,418.58 NA -

7 Noura Bou RabeeSupply Chain Director

28/08/2016 347,871.09 NA -

8 Sami Abu Hatab Human Resources Director

25/12/2016 18,298.45 NA -

9 Dr. Osama Najjar Legal Advisor 01.11.2015 909,499.92 NA -

Notes :* Includes secondment fee till Oct 16, 2016** Employee left the organization on Jul 31, 2016 *** Bonus for financial year 2016 is still under discussion

17

4 Independent Auditor

The Independent External Auditor of the Company for the past 3 years is Deloitte. Deloitte is one of the world’s big four audit firms and a global leader in assurance and advisory services.

They were re-appointed by a decision of the Shareholders at the General Assembly Meeting in 2016. Deloitte is a professional external audit firm and is independent from Company’s Board of Directors and Executive Management. Deloitte has completed four years of service with the Company.

The Audit Committee reviews the quality and effectiveness of the audits conducted by the External Auditor and makes recommendations to the Board as to the appointment, re-appointment or replacement of the Auditor and the rotation of the Audit Engagement Partner where appropriate.

The External Auditor attends the meetings of the Audit Committee and also attends the General Assembly Meeting, to present the Audit Report and to answer questions from the shareholders on the Audit Report.

The fee paid for the year 2016 for the services of the External Auditor to ADSB, was AED 255,000.00 ((including fees for the audit, reviews and XBRL).

The External Auditor did not perform any other service other than the statutory audit of the Company and no other external auditors were engaged for any other purpose.



The Audit Committee assists the Board in fulfilling its corporate governance responsibilities in relation to risk management and internal control systems, accounting policies and practices, financial reporting and internal and external audit functions. The composition of the Committee complies with the requirements of the Code.

The broad terms of reference of the Committee are as defined in the Code. The Committee is comprised of three non-executive Independent Directors. The Head of Internal Audit acts as the Secretary to the Audit Committee. The CEO, External Auditor and other executives of the Company also attend the meetings as and when required but are not entitled to vote on the decisions of the Committee.

Audit Committee Title

Salem Rashid Abdullah Al Noaimi Chairman of the Committee (Finance and Accounting Expert)

Hisham Khalid Tawfiq Malak Member

Abdulla Mohamed Ismail Shadid Member

5 Audit Committee

The Charter of the Audit Committee defines the Committee’s authorities and responsibilities as follows:

• Develop and apply the policy for contracting the External Auditor and make a report to the Board of Directors to set forth the issues in respect of which an action shall be adopted, together with recommendations on necessary steps to-be-adopted

• To follow up and oversee the independence and objectivity of the External Auditor and to hold discussions with the External Auditor on the nature, scope and efficiency of the auditing pursuant to approved audit standards

• To oversee the integrity of and review the financial statements and the annual, semi-annual and quarterly reports in the course of its operations during the year and in particular, focus on:

• Any changes to accounting policies and practices

• Highlighting matters that are subject to Management’s discretion

• Material amendments emerging out of auditing

• Presumption of the Company’s continued operations

19

Name of Members 23/021/16 11/05/16 09/08/16 26/10/16 10/11/16 12/12/16Present /Available

Salem Rashid Abdullah Al Noaimi 6/6

Hisham Khalid Tawfiq Malak 5/6


Matar Ali Al Rumaithi (Up to Q1 2016) 1/6


3/4 2/3 3/3 2/3 3/3 3/3

Audit Committee meetings and attendance during the year 2016

• Adherence to the accounting criteria set by the Securities and Commodities Authority

• Adherence to the Listing and Disclosure Rules as well as other financial reporting legal requirements

• To coordinate with the Board of Directors & Executive Management in order to accomplish its tasks and to meet with the External Auditors at least once per annum

• To consider any outstanding unconventional issues that are or have to be contained in these reports and accounts and pay necessary attention to any issues raised by the CFO and/or the Manager Finance or the External Auditor

• To review the Company’s financial control, internal control and risk management systems

• To discuss the Internal Control system with the Management and make sure that it fulfills its duty to develop an effective Internal Control system

• To consider the findings of main investigations in Internal Control issues, to be assigned thereto by the Board of Directors or at the initiative of the Committee upon the approval of the Board of Directors

• To ensure coordination between the Internal and External Auditors, ensure

availability of necessary resources for the internal audit body, review and control the efficiency of this body

• To review the Company’s financial and accounting policies and procedures

• To review the role and action plan of the External Auditor and any material issues raised by the auditor to the Management in respect of accounting records, financial accounts or control systems, respond thereto and approve the same

• To make sure the Board of Directors responds on a timely basis to inquiries and material issues raised in the External Auditor’s report

• To develop rules that enable the employees of the Company to secretly report any potential violations in financial reports, internal control or other issues and adequate steps to conduct independent, fair investigations into these violations

• To oversee the scope of the Company’s compliance with the Code of Conduct

• To ensure application of rules of operation in connection with their duties and powers assigned thereto by the Board of Directors

• To submit a report to the Board of Directors on the matters contained in its Charter

• To consider other issues as determined by the Board of Directors



The composition of the Committee complies with the requirements of Code. The Committee is composed of three Non-Executive, independent directors. The Director of Human Resources, CEO, CFO and other

executives of the Company also attend the meetings as and when required, but are not entitled to vote on the decisions of the Committee.

6 Nomination & Remuneration Committee

Audit Committee Title

Abdullah Saeed Al Darmaki Head of Committee

Ali Salah Saif Al Yafei Member

Khaled Saleh Mohamed Al Rashedi Member

The Charter of the Nomination & Remuneration Committee defines the Committee’s authorities and responsibilities and is as follows:

• Verification of ongoing independence of Independent Board Members

• Formulation and annual review of the policy on granting remunerations, benefits, incentives and salaries to Board Members and employees of the Company, and, verification that remunerations and benefits granted to the senior executive management of the Company are reasonable and in line with the Company’s performance

• Determination of the Company’s needs for qualified staff at the level of the senior executive management and employees and the basis of their selection

• Formulation, supervision of application and annual review of the Company’s human resources and training policies

• Organization and follow-up of procedures of nomination to the membership of the Board of Directors in line with applicable laws and regulations including UAE Ministry of Economy Resolution No. 518

• Review and assist the Management with its Emiratization initiatives including seeking support from the Government or other relevant organizations

• To submit reports to the Board of Directors on the matters contained in this Charter

• To consider other issues as determined by the Board of Directors.

21

Name of Members 21/01/16 18/02/16 15/08/16 07/11/16 21/11/16Present /Available

Abdullah Saeed Helal Abdullah Al Darmaki 5/5

Ali Salah Saif Al Yafei 4/5

Khaled Saleh Mohamed Al Rashedi 2/5


2/3 1/3 2/3 3/3 3/3

Nomination and Remuneration Committee Meetings and Attendance -2016



The Executive Committee reviews capital and other financial investments proposed by Management to ensure alignment of such proposals with Company’s strategy and goals. The committee also advises the Board of Directors on joint ventures, mergers or acquisitions, and annually reviews the Marketing and Business Development policies

and strategies. The Committee is comprised of four non-executive, independent directors; CEO, Director Corporate Commercial or nominee and other executives of the Company also attend the meetings as and when required but are not entitled to vote on the decisions of the Committee.

7 Executive Committee

Members Title

Cyril Asaad Ahmed Arar Head of Committee

Abdulla Mohamed Ismail Shadid Member

Hisham Khalid Tawfiq Malak Member

Name of Members 19/01/16 09/02/16 30/03/16 30/05/16 21/06/16 07/08/16 24/08/16 10/10/16 08/11/16 24/11/16Present /Available

Cyril Asaad Ahmed Arar 8/10


Hisham Khalid Tawfiq Malak 9/10


2/3 3/3 2/3 2/3 3/3 2/3 2/3 3/3 2/3 2/3

Executive Committee Meetings and Attendance -2016

23

8 Follow-up and Supervision Committee of the Trading Insiders

ADSB’s Internal Control system is established to ensure that risks are identified and mitigated as necessary, effective application of governance rules, compliance to the applicable laws, regulations and resolutions that govern its operation as well as internal procedures and policies, and review of financial information that is forwarded to the Company’s senior management and used for drafting financial statements.

The Board of Directors oversees the internal Control Systems as defined in the Articles of Association and Corporate Governance Manual. The Board of Directors declares its responsibility for the Internal Controls System in the Company, its review and effectiveness.

Company has designated Asad Mehmood as the Head of Internal Controls, who is ACA qualified from the ICAEW (Institute of Chartered Accountants in England and Wales). He has an audit and assurance

background having worked with audit firms and major companies.

Also Dr. Osama Najjar, Head of Legal Department, acts as Compliance Officer, ensuring the company complies with its outside regulatory requirements and internal policies.

Appropriate policies and procedures have been established in all functional areas of the business activity. An organizational structure with clear level of authority and division of responsibility has been implemented.

A Code of Conduct is in place for all employees and evaluation of performance and quality of employees are accomplished through an annual appraisal process. The Audit Committee has further briefed the Board about the effectiveness of internal controls in the Company based on external and internal auditors’ observations, findings and management response/actions.

9 Internal Control Systems

Abu Dhabi Ship building Company is in the process of forming Follow-up and supervision Committee of the trading insiders, detailing

the committee charter and assigned tasks within 2017.



Internal Control System covers the following two areas:

• Risk Management (a management function) • Internal Audit & Compliance

(an independent assurance function)

Risk Management

Risk Management is being done at the company level based on risks identified at the departmental level. Risk profile and mitigation actions are reviewed regularly by the Executive Committee.

Internal Audit

Internal audits are being performed by the independent internal audit team of the Company based on an approved audit plan which is developed through risk-based internal audit approach, identifying and prioritizing the potential risk areas/

processes for audit purpose. Under the plan, the efficiency and effectiveness of internal controls currently in place, safeguarding Company assets, compliance with the Company’s policies, procedures and practices as well as adherence to applicable laws and regulations are being reviewed, reported and addressed as necessary.

A summary report of audits, conducted during the period including comments and actions taken by management, is being provided to the Audit committee on a quarterly basis. The control weakness, process gaps, noncompliance observed were addressed with appropriate management actions.

Any major problem noted during the audits is intimated to Audit Committee, through the channel of communication maintained between Audit Committee and Head of Internal Audit, for resolution and remedial measures.

25

10 Statement on Violations, Reasons Thereto and the Methods of Remedying so as to Avoid Future Reoccurrences

No material violation was committed during the financial year 2016.

The Company recognizes that it must be a responsible member of society in which it operates and does business. Policies, procedures and systems have been put in place to address health, safety and environmental concerns. The Company complies with all applicable Government environmental laws and regulations and it practices environmental management to include the efficient management of resources and the reduction of waste. It also contributes to educational and charitable organizations in the community to help further the goals of society.

The Company works in co-operation with the Government Sector and local Educational Institutions to develop initiatives for employing UAE nationals in all aspects of the business. In 2016, The company has signed an agreement with Higher Colleges of Technology (HCT) to provide intensive internal and external trainings to 44 UAE National to develop and boost the talent of our future business leaders.

Also the Company took part in several career fairs in 2016 all around the UAE offering job opportunities to UAE nationals as part of attracting potential UAE talent to the Company.

11 Corporate Social Responsibilities



12.1 The Share Movement during the year 2016

12 General Information

4.5

4

3.5

3

2.5

2

1.5

1

Valu

e

Months

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

27

12.2 The Share Movement with General and Industrial Index during 2016

15%

10%

5%

0%

-5%

-10%

-15%

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

0%

4%

5%

0%

-4%-5%

-9%

-3%

-5%

-7%-6%

-5%

ADSB ADX General Index ADX Industrial Index

-3%

-3%

0%

-1% -1%-2% -2%

-4%

-6%

-9%-11%

-12%

-3%

0%

5%

8%

4%

6%

10%

8% 8%

3% 2%

7%

Note: The chart above represents monthly average share price with Dec’15 as base

29

Months Highest Price Lowest Price Closing Price

Jan-16 3.05 2.50 2.99

Feb-16 3.06 2.71 2.86

Mar-16 3.27 2.59 2.99

Apr-16 3.01 2.54 2.81

May-16 2.94 2.43 2.65

Jun-16 2.85 2.61 2.63

Jul-16 2.85 2.39 2.84

Aug-16 2.95 2.64 2.75

Sep-16 2.94 2.50 2.53

Oct-16 3.00 2.45 3.00

Nov-16 2.91 2.56 2.65

Dec-16 2.89 2.49 2.83

12.3 Company Share Price in the Market during 2016

SNNo of

ShareholdersShareholder Category Holding Ownership %

1 1 Government 21,199,200 10.0%

2 1 Mubadala Development Company 84,708,800 40.0%

3 15 Companies – UAE 15,741,129 7.4%

4 5,300 Individual - UAE Nationals 88,806,475 41.9%

5 7 Companies - Foreign Countries 240,656 0.1%

6 56 Individual - Foreign Nationals 1,295,740 0.6%

5,380 211,992,000 100%

12.4 Shareholding Pattern as on 31 December 2016



Share OwnershipNo. of

shareholdersNo. of shares

ownedPercentage

Less than 50,000 5,298 22,840,774 10.8%

From 50,000 to less than 500,000 61 8,404,565 4.0%

From 500,000 to less than 5,000,000 14 21,627,990 10.2%

More than 5,000,000 7 159,118,671 75.1%

Total 5,380 211,992,000 100%

12.5 Distribution of Shareholder by Size of Ownership as on 31st December 2016

12.6 Shareholder Holding 5% or above of Share Capital - 2016

SN Citizenship Investor Name Holding Ownership %

1 UAE Mubadala Development Company 84,708,800 39.96%

2 UAE The Government of Abu Dhabi 21,199,200 10.00%

3 UAE Mohamed Ahmed Mohamed Ahmed Al Qasimi 17,643,488 8.32%

4 UAE Maryam Ahmed Abdullah Al Khemeiri 11,488,903 5.42%

12.7 Regulations of Investor Relations

ADSB has the following employees who respond to queries by investors:

Name Contact Details

Mr. Rizwan Chowdhari Phone Number: 025028498 Email: [email protected]

Mr. Asad Mehmood Phone Number: 025028498 Email: [email protected]

Investor Relations page http://www.adsb.ae/Investors/Investors.aspx

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12.9 Core Changes in the Strategy

In 2016, The Company continued to implement the Board approved strategy to strengthen shareholders value by focusing on its core business segments such as Naval Ship Building, Small Boat Construction, Services and Combat Management Systems Integration.

The Company continued to focus more on the Services business segment with a stronger thrust on the concept of Through Life Capability Management (TLCM) by partnering with GHQ with technical assistance from the best in the world in this field. ADSB believes that these existing and new avenues will certainly help to enhance shareholders value in the long term.

The historic organizational restructuring focused on strengthening the segmental accountability is under implementation.

The Company is also continuing its focus on training UAE nationals in ship building and ship repair activities. These Emiratization initiatives offer productive, rewarding, long-term career opportunities, and will importantly further the development and future growth of the Company.

Homaid Abdulla Al Shimmari

Chairman of the Board of Directors

12.8 Decisions that have been Presented During the AGM held in 2016 and the Actions Taken.

The General Assembly Meeting of the Abu Dhabi Ship Building Company was held on April 14, 2016 to discuss the topics on the agenda of the announced meeting. After discussion, some special decisions were taken as shown below:

1) Approval to change the current Article of establishment of the company to comply with regulations of federal Law No (2) of year 2015.

2) Acceptance of resignation of ADSB board member Mr. Matar Ali Al Rumaithi by ADSB Board of directors and stakeholders.

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