Risk Management & Internal Control

The Company has in place well-defined and well-integrated systems of risk management and internal control which provide assurance of effective and efficient operations, accurate financial reporting and compliance with laws and regulations by identifying, analysing and managing risks which would prevent the Depa Group from achieving its business objectives or strategies.

delegation of authority matrix

The Delegation of Authority Matrix (DoA) is intended to facilitate the running of Depa Group’s activities in the normal course of its business in accordance with the annual business plan. It provides guidance for the authorization and empowerment of relevant senior employees for decisions having financial and/or operational impact on the Depa Group.

The Board delegates comprehensive power and authorities to manage the business and affairs of Depa Group to the Group Chief Executive Officer. Cascading the Group Chief Executive Officer’s powers and authorities appropriately throughout the Group ensures:

• Decisions are taken at the correct level of responsibility; and • Scopes of authority are clearly defined for each position thereby empowering positions to undertake their role properly.

The DoA is subject always to the Board Reserved Matters and is reviewed by the Board on an annual basis or as and when there are major changes within the Depa Group.

enterprise risk management

Depa’s operating groups manage enterprise risk through a stage-gate process by which each project is divided into stages or phases, separated by gates. At each gate, the continuation of the process is decided by an appropriately defined level of authority. Depending on the value of the project, the ultimate decision to proceed to the final stage may be made by an operating group MD, the Group Chief Executive Officer, the Investment & Risk Committee or the Board only.

Decisions are based on the information available at the time, including the business case, risk analysis, and availability of necessary resources.

internal audit function

Depa’s Internal Audit Function plays a critical role in providing Management with an objective and comprehensive view of the business by seeking to understand and document business processes, identify risk and controls and validate that such controls are effective in mitigating risk. Through its reviews, the Internal Audit Function confirms adherence to policies, ethical standards and requirements and recommends areas for improvement.

compliance and governance function

Depa’s Compliance and Governance Function takes all appropriate measures to prevent any losses due to non-compliance with applicable rules and regulations, codes of conduct, Group policies and procedures and/or standards of best practice.

The Compliance and Governance Function provides guidance to the Board and Management on matters relating to corporate governance and compliance, and is authorised to implement necessary actions to ensure the achievement of its objectives, as set out in more detail in the Corporate Governance Manual available on the Company's website

share trading policy

Rules and procedures concerning any dealing in the Company’s shares, as implemented by the Board, are found in the Company’s Share Trading Policy which applies to Directors, Management and Group employees at all levels.

The Compliance and Governance Function maintains a list of insiders as required under the Markets Rules. All insiders are required to commit to the Share Trading Policy’s obligations and prohibition on the sharing of inside information.

The Share Trading Policy sets out the restricted conditions under which insiders may trade in the Company's shares, including internal reporting requirements and share trading blackout periods prior to the release of the Company's full year and half year financial results announcements.

All insider share dealings in the Company's shares during 2021 have been disclosed as per the DFSA Market Rules.

related party policy

Depa Group ensures that appropriate processes are in place concerning related party transactions by way of the Group Related Party Policy which sets out the requirements that all Group employees must comply with in relation to related party transactions. The Compliance and Governance Function maintains an updated list of Related Parties which is available on the Group’s portal and incorporated into the Group’s procurement and proposal management platforms.