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Integrated Annual Report 2024

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Corporate governance

Corporate governance

Governance
framework

Alef Education’s long-term sustainability and our ambition to transform education, depend on good governance practices. This is an area where we set a high bar for ourselves, especially when it comes to transparency, accountability, and ethical conduct. These have always been cornerstones of our business, and we believe they are fundamental to building trust and creating long-term value for all our stakeholders.

We have set stringent standards for corporate governance, in line with international guidelines, industry-specific regulations, and country-specific legislation in our areas of operation. We also strive to go beyond compliance; and are looking to continuously improve our governance practices. Our policies, processes, charters, and codes of conduct are regularly reviewed and updated in keeping with best practices, changes in the regulatory environment, emerging risks and opportunities in the EdTech sector, and the evolving expectations of our stakeholders.

The Corporate Governance report, detailed herewith, explores the Company’s governance processes and outcomes, as measured against the principles and guidelines set out by the UAE Securities and Commodities Authority (SCA).

To our shareholders; the following sections and the detailed Corporate Governance report serve as a testament to our commitment to transparency and accountability, and we invite you to review them at length. We are confident that our governance framework provides a solid foundation for the continued success of our Company. We welcome your feedback on our governance practices, and any other elements of our operation.

Our governance framework is designed to ensure accountability, equity, transparency, and responsibility, while prioritising shareholder and stakeholder interests. It outlines roles and responsibilities of key oversight functions, establishes reporting lines, and defines how practices, policies, and guidelines are operationalised across the extent of our operations

Our Board of Directors provides overall oversight and strategic direction on Alef Education’s operations and activities. The Board is committed to upholding the highest standards of corporate governance and ensuring that the Company operates in a transparent and accountable manner. Our governance framework is designed to foster a culture of integrity and ethical decision-making across the Organisation.

Specialised Board Committees assist the Board in discharging their responsibilities and exercising ongoing oversight, guided by approved and codified charters and policies . Where necessary, the Board may delegate some of its authority to Board Committees and other specified parties.

We endeavor to ensure that our Board of Directors, Board Committees, and all delegated parties espouse core attributes that are reflective of our Company values.

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Act in good faith and in the best interests of Alef Education, and act ethically and promote an ethical culture within Alef Education.

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Held accountable for strategic actions and decisions in relation to Alef Education as a Board Member and Board committee member, if applicable.

Carry out roles and responsibilities in a transparent manner based on honesty and integrity without being involved in any violations or crimes, including money laundering and terrorist financing.

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Possessing appropriate and relevant industry-specific knowledge and business experience in international markets.

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Appropriate leadership accompanied by strong strategic thinking skills, fair and good judgement, and leadership vision.

Responsibilities of the Board of Directors

The role of our highest governing body spans a number of business dimensions: from governance and strategic oversight, to performance management, financial oversight and monitoring, and internal controls and assurance.

Key roles/responsibilities

The Board of Directors is tasked with ensuring high standards of governance throughout the organization. Their responsibilities include – overseeing corporate governance, ensuring transparency, and fostering ethical behavior across the organization, whilst staying updated on governance trends to maintain effective leadership and create sustainable value for all stakeholders. The Board is also accountable for setting strategic objectives, monitoring financial performance, risk management, and compliance with applicable laws and regulations.

  • Regulatory Compliance: The Board ensures that the company complies with all applicable laws, regulations, and standards, actively monitoring changes in legislation that may affect the organization.
  • Ethical Standards: The Board promotes a strong ethical culture within the organization, establishing a code of conduct and ensuring that all employees adhere to principles of integrity and ethical behavior.
  • Stakeholder Engagement: The Board is responsible for engaging with shareholders and other stakeholders, taking their perspectives into account in decision-making processes, and fostering open communication to build trust.
  • Succession Planning: The Board oversees executive succession planning, ensuring that there are effective strategies in place for identifying and developing potential leaders within the organization.

Key roles/responsibilities

The Board regularly assesses the Company’s performance against established goals and benchmarks, providing guidance and support to the Management Team.

Key roles/responsibilities

The Board is responsible for overseeing the financial health of the organization. This includes:

  • Budget Approval: Ensuring the approval of annual budgets that align with the company's strategic goals and assessing performance against those budgets.
  • Financial Reporting: Reviewing and approving quarterly and annual financial statements to ensure accuracy and compliance with accounting standards and regulations.
  • Internal Controls: Overseeing the establishment and maintenance of robust internal controls to safeguard assets and ensure the integrity of financial reporting.
  • Risk Management: The Board is also involved in identifying financial risks and ensuring that appropriate measures are in place to mitigate them.

Key roles/responsibilities

The Board plays a crucial role in shaping the strategic direction of the Company, ensuring alignment with shareholders' interests, and promoting long-term sustainability.

Key roles/responsibilities

Ensuring effective internal auditing, developing and implementing robust internal controls and risk management frameworks aligned with global practices – including setting and reviewing the Company's risk appetite and risk management strategy.

Key roles/responsibilities

Establishing Board Committees, appointing Board Committee Members, and approving committee charters/responsibilities.

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