ANNUAL REPORT 2012

Corporate Governance

BERNADETTE ALLINSON
BOARD LEGAL ADVISER AND COMPANY SECRETARY

The Company is incorporated in the Dubai International Financial Centre (DIFC).

The Company has a dual listing which requires compliance with the disclosure obligations of the Dubai Financial Services Authority’s (DFSA) Markets Rules (Markets Rules), the Disclosure and Transparency Rules and the Listing Rules of the UK Listing Authority. The Board reviews and monitors the policies and procedures that are in place to ensure compliance with the Corporate Governance principles of the UK Corporate Governance Code (the “Code”) and Market Rules.

During the financial year ended 31 December 2012, the Company has applied the Corporate Governance principles of the Code and Market Rules.

Throughout the financial year, the Company complied with the provisions of the Code other than provision A.3.1 in that the Chairman did not meet the independence criteria laid out in provision B.1.1 of the Code at the time of his appointment.

The Chairman, Sultan Ahmed Bin Sulayem, was Chairman of Dubai World and Port & Free Zone World FZE at the time that DP World was admitted to listing in Dubai and remains one of Port & Free Zone World FZE’s representatives on the DP World Board.

The Company appointed Sir John Parker as Joint Vice Chairman and Senior Independent Non-Executive Director. Sir John Parker chairs the Nominations and Governance Committee and, together with the Chairman, leads on governance matters and the annual performance review of the Board and its Committees. The Board believes that this support ensures that robust governance is maintained and that appropriate challenge to the executives is in place.

The following is an explanation of the Company’s corporate governance policies.

Directors

The Board of eight Directors manages the Company’s business. The primary responsibility of the Board is to foster the long-term success of the Company. The Board is ultimately responsible for the management and is accountable for all operations of the Company.

The Board met 8 times during the year either in person or via telephone or video conference. In addition, written resolutions (as provided by the Articles) were used as required for the approval of decisions that exceeded the delegated authorities provided to Executive Directors and Committees.

Although there is a prescribed pattern of presentation to the Board, including matters specifically reserved for the Board’s decision (which include strategy; the annual budget; dividends; major transactions; health, safety and environment policies; insurance and risk management; and internal controls), all Board meetings tend to have further subjects for discussion and decision taking. Board papers, including an agenda, are sent out in advance of the meetings. Board meetings are discursive in style and all Directors are encouraged to offer their opinions.

The Matters Reserved to the Board are available on DP World’s website.

The Board has delegated the following responsibilities to management: the development and recommendation of strategic plans for consideration by the Board that reflect the longer term objectives and priorities established by the Board; implementation of DP World’s strategies and policies as determined by the Board; monitoring the operating and financial results against plans and budgets; monitoring the quality of the investment process against objectives, prioritising the allocation of capital and technical resources; and developing and implementing risk management systems subject to the continued oversight of the Board and the Audit Committee.

Details of the Directors of the Company are given here.

Independent Non-Executive Directors

In compliance with the Code, at least half the Board (excluding the Chairman) comprises Independent Non-Executive Directors.

In order for the Independent Non-Executive Directors to contribute fully to the Board, and in particular to challenge the Executive Directors over strategic matters where appropriate, it is important that the Independent Non-Executive Directors bring experience, probity and independence to the Board. Accordingly, the independence of the Independent Non-Executive Directors is considered annually.

The Board believes the Independent Non-Executive Directors have retained independent character and judgement. The Board considers that the varied and relevant experience of all the Independent Directors combines to provide an exceptional balance of skills and knowledge which is of great benefit to the Company.

Roles of the Chairman, Group Chief Executive Officer and Senior Independent Director

The positions of Chairman and Group Chief Executive Officer are held by separate individuals with separate roles and responsibilities which have been approved by the Board. The Chairman, in conjunction with the Senior Independent Director is responsible for leadership and effective management of the Board in all aspects of its role and its governance. The Chairman chairs the Board meetings ensuring, with the support of the Senior Independent Director, that the agendas are forward looking and that relevant business is brought to the Board for consideration in accordance with the schedule of matters reserved to the Board and that each Director has the opportunity to consider the matter brought to the meeting and to contribute accordingly. The Group Chief Executive Officer, as leader of the Company’s executive team, retains responsibility for the leadership and day-to-day management of the Company and the execution of its strategy as approved by the Board.

Sir John Parker has acted as Senior Independent Director since the IPO of the Company in 2007. His responsibilities include supporting the Chairman in the leadership of the Board and meeting with the Non-Executive Directors at least once a year to appraise the Chairman’s performance and holding discussions with the Non-Executive Directors without the Executives present.