Corporate Governance & Compliance

Corporate Governance

Corporate governance refers to a framework of procedures, policies, and rules that are used to determine the overall performance and direction of the company. This framework is used because it ensures directives, instructions, and strategies are carried out effectively. On the other hand, compliance is a term used to describe the process through which businesses demonstrate that they have complied with requirements in contracts, regulations, policies, and laws.

POLICY DRAFTING AND IMPLEMENTATION

RRED will help you to develop, implement, and maintain appropriate internal controls as well as the policies and procedures expected by government enforcement agencies, shareholders, lenders, and other third parties. If your company has existing governance documents and procedures, we can also audit these efforts to ensure your company is up-to-date and in compliance. Our team can assist your company in drafting and executing proper governance documents such as bylaws or operating agreements, and board and shareholder resolutions and meeting minutes. For SME’s, Family owned companies, and all other entities we can develop bespoke corporate governance policies for companies of all sizes and in all industries. Our corporate governance consultants will build an action plan and policy to achieve your targets.

RRED will help you develop the following polices and manuals bespoke to your business:

• Corporate Governance Policies
• Compliance Manual
• AML & CTF Manual
• Code of Conduct/Ethics
• HR Policies
• Privacy and Data Protection Policies

COMPANY SECRETARY SERVICES

We offer qualified, trained, and experienced company secretaries to assist in your organizational functions efficiently and diligently to give you time to focus on your core business. Our corporate secretarial services are comprehensive and cost-effective. Our company secretarial services are suitable for both local and multinational organizations irrespective of size.

Our Secretarial Services include:

• Board level audit to ensure all Director appointments and previous decisions are documented properly;
• Managing Board, Committee, and Shareholder meetings including scheduling and issuance of meeting notices, preparation of agendas, taking minutes or meeting and preparation of resolutions;
• Maintaining company books and records including Shareholder and Officer Registers;
• Reviewing developments in corporate governance and assisting the Directors with their respective duties and responsibilities;
• Outsourced board or company secretary.

COMPLIANCE SERVICES

In general terms, compliance means conforming to a rule, such as a specification, policy, standard or law. Regulatory compliance describes the goal that organizations aspire to achieve in their efforts to ensure they are aware of and take steps to comply with relevant laws, policies, and regulations.

OUTSOURCED COMPLIANCE OFFICER

Our outsourced compliance officers and money laundering reporting officers (MLRO) provide valuable solutions and resources to help ensure proper governance, monitoring, and oversight to your firm’s compliance program and procedures. We provide our clients with access to individuals holding a range of experience and seniority who will work directly with your compliance team. Our consultants seamlessly join your team, working on-site at your offices for an agreed number of days. We match the level of experience to the task, and regardless of seniority, our on-site consultants have the full support of the depth and expertise of the rest of our compliance team. Whether you require a compliance officer one day per month to assist with compliance monitoring or three days per week to service as your seconded compliance / MLRO officer, we are able to develop a solution that will help you meet your requirements effortlessly and avoid the challenges of identifying, recruiting, and on-boarding compliance talent.

ECONOMIC SUBSTANCE CLASSIFICATIONS AND FILINGS

The UAE has enacted the Economic Substance Regulations on the 30th of April 2019, which requires companies to have substantial activities in a jurisdiction, taking into account the global standards developed by the OECD and the EU for business taxation to curb harmful tax practices and be removed from the EU’s list of non-cooperative tax nations. The purpose of the Regulations is to ensure that UAE entities which undertake certain activities are not used to artificially attract or shift profits that are not proportionate to the ecumenic activity undertaken in the UAE, by setting up the criteria that confirms that the Licensee is carrying out an activity in the UAE that achieves economic substance interest.

The Regulations require UAE Mainland (onshore) and free zone companies, including offshore companies, branches, partnerships and other UAE business forms that carry out any of the “Relevant Activities” (as defined under the Regulations) to maintain an adequate “economic presence” in the UAE relative to the activities they undertake.

Our team can assist you with the following with respect to ESR:

• Preliminary Assessment: Identify whether your business is within the scope of the Regulations.
• Core Assessment: If your firm falls within the scope of the Regulations, check whether your business passes the Economic Substance Test.
• Defaults Assessment: Identify the non-compliance elements if criteria of Regulations are not met.
• Rectification Procedure: Suggestions to correct the weakness in order to pass the Economic Substance Test.
• Submission of Reports: Filing the notification, returns and reports to the Relevant Regulatory Authority.

Supporting AUDIT ServiceS

LEGAL
GOVERNANCE
COMPLIANCE

A full review of the company’s key documents and records are analyzed to identify current and projected legal needs of the company. The audit also lays the groundwork for the structure and ongoing operations are consistent with the latest developments in business and corporate law.

A governance audit is an independent assessment of an organization with a view to expressing an opinion on the adequacy and effectiveness of the organization’s policies, systems, practices and processes within the applicable legal framework and in line with the best practices on governance.

A compliance audit is a comprehensive review of an organization's adherence to regulatory guidelines. A compliance audit report will evaluate the strength and thoroughness of compliance preparations, security policies, user access controls and risk management procedures over the course of a compliance audit.

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Our team is steeped in knowledge and experience from various backgrounds including lawyers, company secretaries, and compliance officers. Get in touch with us to find out how we can create a tailored package for your specific needs.

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