Corporate Governance Manager

Job Role Executive Summary :

The Corporate Governance Manager is the principal leader and owner of the corporate governance function, responsible for designing, directing, and managing the full governance framework of the company.

The role ensures transparency, accountability, regulatory compliance, and ethical standards across the organization.

This senior position builds the governance structure from the ground up, leads board governance activities, manages policies, supervises compliance and regulatory affairs, and drives enterprise-wide risk management and internal controls.

The role serves as the central governance authority within the company.

To establish, lead, and oversee the corporate governance framework, ensuring legal compliance, governance excellence, and alignment with the company’s strategic objectives.

• Architect and implement the full corporate governance framework from zero.
• Develop governance structures, reporting lines, and decision-making protocols.
• Define long-term governance strategy aligned with corporate objectives.
• Lead development of governance manuals, charters, policies, and SOPs.
• Ensure consistent governance adoption across all departments.

• Act as Board Governance Lead and primary coordinator for all board-related matters.
• Prepare board agendas, packs, minutes, action trackers, and resolutions.
• Ensure confidentiality, accuracy, and legal compliance in board documentation.
• Serve as liaison between shareholders, CEO, regulators, and external advisors.

• Ensure the company’s full compliance with :
• Federal Decree-Law No. 32 of 2021 – Commercial Companies Law (CCL)
• Federal Decree-Law No. 26 of 2020 – Amendments to the Commercial Companies Law
• Federal Law No. 6 of 2014 – UAE Corporate Governance Code (SCA Governance Guide)
• Federal Decree-Law No. 45 of 2021 – UAE Personal Data Protection Law (PDPL)
• Federal Decree-Law No. 20 of 2018 – Anti-Money Laundering & Counter-Terrorism Financing Law
• Cabinet Decision No. 58 of 2020 – Ultimate Beneficial Ownership (UBO) Regulations
• Cabinet Decision No. 57 of 2020 – Economic Substance Regulations (ESR)
• Federal Law No. 4 of 2012 – UAE Competition Law
• SCA Corporate Governance Regulations for Public & Private Companies
• Develop annual compliance plans and monitoring systems.

• Lead company-wide policy creation, alignment, and enforcement.
• Manage policy lifecycle (drafting → approval → training → compliance).
• Own the following governance-critical policies :
• Code of Conduct
• Anti-Bribery & Anti-Corruption
• Conflict of Interest
• Whistleblowing
• Data Privacy & Cybersecurity
• Procurement & Tendering
• Contract and Document Control
• Ensure policies are implemented, communicated, and adhered to.

• Lead the ERM program for the company.
• Develop and maintain the corporate risk register.
• Conduct risk assessments and define mitigation plans.
• Ensure internal controls are applied consistently across all departments.

• Work closely with internal and external auditors.
• Oversee planning, coordination, and follow-up of audit activities.
• Ensure timely closure of audit findings and implementation of corrective actions.
• Support continuous improvement of internal control systems.

• Lead the governance culture change program.
• Train all staff and department heads on governance, ethics, DOA, and compliance requirements.
• Reinforce company-wide behaviours related to transparency, accountability, and integrity.

• Provide the CEO and Board with regular governance, risk, and compliance reports.
• Prepare dashboards, KPIs, and insights.
• Escalate any critical compliance breaches immediately.

• Support development and governance review of Business Continuity Plans (BCP).
• Define governance roles during crisis or emergency situations.
• Ensure decision-making during crises follows legal and governance requirements