Corporate governance

The Alef Education Board is comprised of seven members, including six independent directors and one non-independent director. This diverse composition ensures a range of perspectives and expertise, which is essential for effective oversight and strategic direction. Each member brings a wealth of experience from various industries, enhancing the Board’s ability to guide the Company in a rapidly evolving market.

Appointment

Our Board Director nomination and appointment process adheres to strict criteria, ensuring integrity and ethical conduct, while maintaining diversity. Relevant industry experience is a key determinant, as is maintenance of the highest ethical standards. Appointments are made after assessment of a detailed professional record, and comprehensive vetting process that includes assessment of any potential conflicts of interest. Legal entities must submit official nomination letters. The complete terms of directorship and renomination of the Board, as described in the approved governance manual, are in line with the Company’s Articles of Association.

The composition of the Board, Directors’ qualifications and positions held, are described at length in the Leadership Profiles. The current Board has been appointed for an initial term of 3 years from the date of their appointment.

In line with our unwavering commitment to gender diversity, we are proud to highlight that our board includes three accomplished female members, representing approximately 43% of our board composition, which reflects our dedication to inclusive leadership and diverse perspectives at the highest levels of our organisation.

Independence

The Board Members’ annual declaration, in addition to rigorous appointment criteria and ongoing monitoring, plays an important role in ensuring Board independence. Criteria set out as part of our governance protocols direct that the Board must be independent from executive management, disclose potential conflicts of interest, and refrain from using their position for personal gain. The Nomination and Remuneration Committee reviews and monitors Board Member independence throughout the year, with specific conditions defined to identify impairment.

Conflict of interest

To ensure our highest governing body acts in the best interests of the Company, and continues to uphold stakeholder and shareholder trust, Alef Education employs a number of systems to identify and address any potential or actual conflicts of interest at the Board level.

Full details of our governance processes, with regard to addressing conflicts of interest, are included in the Company’s approved Corporate Governance (CG) manual. In addition, a Conflict-of-Interest register, maintained and updated by the Board Secretary, records all disclosed conflicts and the Board's actions therein.

Training and induction

Our comprehensive induction programme, coupled with ongoing training as mandated by an annual training needs-assessment, ensures Board Directors and Executive Management personnel are well-equipped to lead the Company in achieving its ambitions. The needs-assessment takes into account developmental needs and any gaps identified during board performance evaluations.

At a foundational level, the Board Induction programme covers the Company's vision, mission, values, strategies, policies, and other relevant legal and financial information.

Performance assessment

We consider continuous evaluation to be an essential requirement for effective governance. As such, we follow a consistent process of performance evaluation to assess the functioning of our Board of Directors, Board Committees, and Executive Management. Results of an annual performance evaluation, when conducted, will be included in the Annual Corporate Governance report.

To ensure objectivity, independent consultants or specialised professional entities may be called upon to conduct these evaluations. Performance assessments, when conducted, would measure key areas such as strategic alignment, competence, succession planning, regulatory compliance, risk management, executive communication, reporting, and meeting arrangements.

Board function in 2024

During the year 2024, the Board focused on key areas of governance and financial oversight. This included approving audited financial statements for accuracy and transparency, ratifying the 2025 annual budget to align with strategic goals, and approving updated corporate policies and guidelines to maintain high ethical and compliance standards.

Meetings and attendance

As set out by the corporate governance mandates, the Board shall meet at least four times a year, with meetings conducted according to guidelines in the Company’s approved governance procedures. The Board Secretary, Huda Qutishat (appointed on 3rd May 2024), functions as the rapporteur for Board of Directors’ meetings.

Since listing of Alef Education in June 2024, the Board has met three times with attendance as follows.

Board member	Attendance
	29 July 2024	30 October 2024	9 December 2024
H.E. Abdulhamid Mohammed Saeed Alahmadi Chairman and Non-Executive Director
H.E. Ahmed Ali Al Sayegh Vice Chairman and Non-Executive Director		No/assigned H.E. Noura as proxy
H.E. Noura bint Mohammed Al Kaabi Non-Executive Director		Yes/Proxy for H.E. Ahmed
H.E. Jameela Al Muhairi Non-Executive Director
Omar Abdulla Al Hashmi Non-Executive Director
Rima Al Mokarrab Non-Executive Director
Dr. Saeed Alghfeli Non-Executive Director

No.	Meeting date	Number of attendees	Number of attendees by proxy	Names of absent members
1.	29 Jul 2024	7	None	None
2.	30 Oct 2024	6	1	1
3.	9 Dec 2024	7	None	None

 

Key decisions

The Board deliberated on, and passed, a number of resolutions that served to enhance the Company's position as a trustworthy and accountable enterprise. The Board remains vigilant in its responsibilities to uphold the principles of transparency and ethical conduct in all aspects of the Company’s operations.

• Approval of Audited Financial Statements: The Board reviewed and approved the audited financial statements for Q2 and Q3 for the fiscal year ending 31 December 2024, as part of its mandate to ensure accurate financial reporting and adherence to applicable accounting standards.
• Approval of Annual Budget: The Board analysed and approved the annual budget for the fiscal year 2025. This budget reflects the Company’s strategic priorities and operational goals, allocating resources in a manner designed to optimise performance and drive long-term growth.
• Approval of Corporate Policies, Manuals, and Guidelines: The Board has approved all corporate policies, manuals, and guidelines under the corporate governance framework. This includes a new Code of Ethics and Business Conduct, new Third-Party Code of Business and Ethical Conduct, and new Third-Party Due Diligence Policy. The Company’s also made updates to the Speak Up Policy, the Conflict-of-Interest Policy, the Fraud Risk Policy, and the Anti-Bribery and Corruption Policy.