Formation of Board of Directors

Composition of the Board of Directors

The Board of Directors is responsible for the overall management of the Company. The Company Articles of Association sets out the way and method of election and composition of Board and the number of its members, as well as their term of office in compliance with governance requirements and applicable Commercial Companies Law. Board members are elected and appointed by the shareholders during the General Assembly meeting (GAM); this is either after completing their membership period stipulated by law or as a result of any other cases stipulated by law. The Board is also vested with authorities to attain the Company’s goals and objectives in accordance with the Company’s Articles of Association.

Name of Member/s Board Position Type / Nature of Membership Date of Appointment End of Term
H.H. Sheikh Theyab Bin Tahnoon Bin Mohammad Al Nahyan Chairman Non‑Executive/ Independent 28 April 2022
Dr. Abdul Rahman Al Afifi Vice Chairman Non‑Executive/ Independent 28 April 2022
Mr. Ahmad Kilani Board Member Executive 11 June 2024
Dr. Khalifa Saif Jumaa Saif Almehairbi Board Member Non‑Executive/ Independent 11 Sep 2023
Mr. Abdel Hadi Al Sadi Board Member Non‑Executive 3 July 2024
Ms. Grace Wong Board Member Non‑Executive/ Independent 14 Feb 2024
Ms. Muhrah Al AliResigned BOD Member. Board Member Non‑Executive/ Independent 20 Sep 2023 2 Feb 2024
Mr. Mohamed Abdulrahman Mir Abdulwahid AmiriResigned BOD Member. Vice Chairman Non‑Executive/ Independent 11 Sep 2023 5 June 2024
Mr. Mazen Jaber Hamdan Basheer Al DahmaniResigned BOD Member. Board Member Non‑Executive/ Independent 11 Sep 2023 27 June 2024
Mr. Saif Salem Khalifa AlrashdiResigned BOD Member. Board Member Non‑Executive/ Independent 25 Dec 2023 25 Oct 2024
Mr. Adel Al HosaniResigned BOD Member. Board Member / Managing Director Non‑Executive/ Independent 28 Oct 2024 18 Dec 2024

The composition/qualification and profile of board members:

  Chairman of the Board

His Highness graduated from the United Arab Emirates University in 2004 with a bachelor’s degree in Architectural Engineering. He entered the field of commerce and business administration upon graduation from university and manages his father’s businesses and properties.

He currently holds several positions, including:

  • Vice Chairman of Abu Dhabi Insurance Company
  • Chairman of City Land Group
  • Chairman of Tamakkan Real Estate
  • Chairman of the Board of Trustees of Al Ain University
  • Chairman of Drake and Scull International PJSC
  • Dr. Abdul Rahman Al Afifi
  • Vice Chairman
  Vice Chairman

Dr. Al Afifi is an entrepreneur and driven Chief Executive, with more than ten (10) years of progressive management experience. He has extensive experience with highly management systems, which require deep understanding of critical business drivers in multiple markets and industries; highly successful in building relationships with upper‑level decision makers, seizing control of critical problem areas, and delivering on customer commitments. As GM / CEO of H.H Sheikh Tahnoon Bin Mohammed Al Nahyan’s Office, Dr. Al‑Afifi achieved year‑after‑year revenue and business growth objectives within a rapid‑change environment with high professionalism in strategic and implementation planning and guiding and directing the organization through substantial change management utilizing strong and effective strategic leadership. To become a recognized example proven strong ability to solve complex company problems using excellent judgment and decision‑making skills.

Dr. Al Afifi is presently working as the CEO of TMKN Group ‑ Abu Dhabi. Under Private Office of H.H. Sheikh Tahnoon Bin Mohammad Al Nahyan, he is working to manages and directs all business units of TMKN group of companies; Champions the introduction of quality, cost reduction and continuous best practices to drive market growth; and he has a full responsibility for approving business plan and growth strategy, defining offerings and delivery models, establishing partnerships, and building operating infrastructure; develops vision, mission and goals, identify profitability and revenue opportunities, define critical goals and success factors, establish clear objectives and practical action plans, foster innovation and risk taking, build teams, and establish relationships with vendors and partners. Manages a team of different business units, product managers, business development specialists, and operations / logistics personnel.

Dr. Al Afifi has been appointed to the privet office of H.H Sheikh Tahnoon Bin Mohammed Al Nahyan. He has been an Architectural Engineer and project manager for  years. He has been able to manage strategic plans and develop work plans efficiently and professionally. He completed his MBA from UAE University (Al Ain) and his PhD in Project Management from the British University in Dubai. He is also a Member of the Board of Trustees of Al Ain University and a Board Member in Drake and Scull International PJSC.

  Board Member / Chief Executive Officer

Ahmad Kilani is a well‑versed finance professional with an overall experience of more than 20 years in finance, investment banking and corporate finance, in regional and local firms. The experience of Ahmad Kilani is diversified among sectors of energy, real estate, trading, manufacturing, construction, education and tourism. Throughout his career, Ahmad Kilani managed several transactions including IPOs, mergers and acquisitions, private placements, restructuring and equity valuations.

He currently holds several positions, including:

  • Board member of Drake & Scull International PJSC
  • Member of the Board of Trustees of Al Ain University
  • Board member of Black Marlin Ship Management and Operations
  Board Member

Dr. Khalifa Saif Al Mehairbi is a young and ambitious Emirati citizen, whose personality combines the spirit of adventurous youth and the experience of experienced traders and investors. Khalifa is The Chairman of Arabian Gulf Investment Group and its subsidiaries, one of the fastest growing companies in the Gulf and North Africa region.

Dr. Al Mehairbi has achieved great success in concluding massive and successful deals that have effectively contributed to supporting the national economy, developing the company’s business, and expanding in all investment fields.

Current positions held by Mr. Al Mehairbi:

  • Member of the Executive Committee of the UAE International Investors Council
  • Founder and Chairman of The Luxury Villa Real Estate Management Company
  • Chairman of the Board of Directors of MKI International Real Estate Investment Company
  • Chairman of the Board of Directors of Gulf Expo Construction & Trading Company
  • Chairman of the Board of Directors of Kingson Amai Real Estate Investment Company

His Awards and Achievements

  • Honorary Doctorate in International Economics from London University
  • Middle East Real Estate Man from the International Investment Forum 2021
  • Shield of the most leading real estate institution in regional companies
  • Arab Real Estate Man of the  Year 2021
  • Real Estate Man in the Middle East and North Africa from the Emirates Investments Magazine for the  year 2022.
  Board Member

Mr. Al Sa’di is one of the most reputable and well‑respected investment management and IPO managers in the region, with more than 20 years of experience in Investment Management, Risk Management, Business Planning, Operations, and Treasury Management. Mr. Al Sa’di has been associated with large institutions in regional and domestic markets, such as CitiBank, Standard Chartered Bank, ANZ Bank and Dubai Islamic Bank.

  Board Member

Grace is an experienced finance professional with 20 years of global banking experience with Rabobank, Australia New Zealand Banking Group and Standard Chartered Bank. Grace has held various roles in Sydney, London and Dubai, covering commodities, corporate banking, trade finance, real estate and risk management. Prior to joining Rasmala Investment Bank Limited in 2021, Grace held roles with financial boutiques and an investment fund in London and was Head of Commodities and Agribusiness at Standard Chartered Bank in London. Grace has MBA from the University of Chicago Booth School of Business, Master of International Law from University of Sydney and undergraduate degree in Finance and Economics from University of Technology, Sydney.

Muhrah Al Ali is currently an Executive Office Manager at Ethmar International Holding (EIH), with specialization background in the design engineering field with previous experience in the management of both local and international events.

Mr. Mazen Jaber Hamdan Aldahmani has been the Executive Director of Financial and Administrative Affairs at the Department of Community Development (“DCD”) since November 2020, during which time he has demonstrated his abilities as a talented and respected leader. He is also a member of more than 10 committees within DCD and Abu Dhabi government. Prior to that, he held various positions in Mubadala, and Imperial College London Diabetes Centre including Deputy CEO and Acting CEO.

During his time as Deputy Chief Executive Officer, Aldahmani took on the overall leadership of the organization with over 600 employees; expanded the organization through the successful opening of a third branch; significantly surpassed financial and quality targets; and guided the organization to achieving the highest patient volumes since the establishment of the ICLDC.

Aldahmani also worked at the Mubadala Investment Company from 2006 to 2014, progressing from a Project Officer – Aerospace, Healthcare and Technology Unit to Senior Associate – Mubadala Healthcare Unit in that time frame.

Aldahmani is a graduate of London Business School, where he attained his Executive MBA. He holds a bachlor’s of Information Technology from the UAE University.

Saif Al Rashidi is the COO of Capital Protocol (Part of ADNEC Group). His strong academic background, leadership skills, experience, and insights into local and international business have enabled him to significantly contribute to ADNEC’s development into one of Abu Dhabi’s most dynamic organizations. During his tenure as Protocol Director, the company has hosted Abu Dhabi’s largest ever congress and events, and he has played an integral role in defining ADNEC’s revised patronage strategy and protocol vision.

He currently holds several positions, including:

  • Board Member of the UAE Wrestling Federation.
  • Board Member of the Disciplinary Appeal Committee of the UAE Football Association.

Al Rashdi holds an MBA Degree from NYIT Abu Dhabi and a bachelor’s degree from California State University – San Bernardino, USA. He has also graduated with two degrees at the National Defence College in Abu Dhabi: the NDC completed certificate and a second master’s certificate.

Mr. Mohamed Amiri is a UAE National with expertise in Business Development, strategic planning, and driving change. Proven track record in innovation, exceptional performance, and forging strategic partnerships. Mr. Amiri has more than 30 years of experience, working with Ajman Bank, HSBC, Dubai Islamic Bank and Dubai Bank.

Mr. Amiri a bachelor’s degree in Management Information Systems and a Graduate from the first batch of the Mohmmad Bin Rashed Program for Leadership Development (MBRPLD).

Mohamed Abdulrahman Amiri resigned from his position as Vice Chairman on 5 June 2024.

Mr. Adel Al Hosani is an accomplished Emirati finance and investment professional with over 35 years of experience. He holds a BA in Economics with a minor in Business Administration from Emirates University in Al Ain. Beginning his career in the Treasury Department of the UAE Central Bank, Mr. Al Hosani has held pivotal roles at the National Bank of Abu Dhabi, Al Wathba Insurance and First Gulf Bank. His board experience spans reputable organizations such as Al Mal Capital, Arqaam Capital, and Union Insurance. He has established and led several ventures, including a private family investment company and the International Community Schools. Mr. Al Hosani and brings extensive expertise in portfolio management, real estate, and educational investments.

The membership of the Board of Directors in any other joint stock companies
Name of GULFNAV Board Member Board membership in other public shareholding Co.
H.H. Sheikh Theyab Bin Tahnoon Bin Mohammad Al Nahyan

Vice Chairman of Abu Dhabi Insurance Company

Chairman of Drake & Skull International PJSC

Dr. Abdul Rahman Al Afifi

Board Member in Drake & Skull International PJSC

Board Member in BHM Capital Financial Services PSC

Mr. Ahmad Kilani Board Member in Drake & Skull International PJSC
Their positions in any other important regulatory, governmental or commercial positions
Name of GULFNAV Board Member Other important regulatory, government or commercial positions
H.H. Sheikh Theyab Bin Tahnoon Bin Mohammad Al Nahyan

Chairman of City Land Group

Chairman of Tamakkan Real Estate

Dr. Khalifa Almehairbi

Member of the Executive Committee of the UAE International Investors Council

Chairman of the Board of Directors of MKI International Real Estate Investment Company

Chairman of the Board of Directors of Gulf Expo Construction & Trading Company

Chairman of the Board of Directors of Kingson Amai Real Estate Investment Company

Mr. Ahmad Kilani Board Member of Anan Investment Holding (Private Join‑Stock Company)
Mr. Saif AlrashdiResigned BOD Member.

Board Member of the UAE Wrestling Federation

Board Member of the Disciplinary Appeal Committee of the UAE Football Association

Percentage of female representation in the Board for 2024

Female participation at Gulf Navigation Holding’s Board is
14%

Reasons for not nominating any female to the Board’s membership

Not applicable as female participation at Amanat’s Board is 14%

Statement regarding:

Directors’ remuneration for the  year 2023

The Board of Directors received 2.1m dirhams for their efforts during the year 2023.

Allowances for attending board committee meetings, during the  year 2024

  • The Board of Directors did not receive any attendance fee/allowance for the board and committee meetings in 2024.

Proposed BoD remuneration for 2024 which will be presented in the General Assembly Meeting for approval

  • To be discussed in the General Assembly scheduled to be held in April 2025.
  • A monthly/annual bonus is allocated to the person who occupies the position of managing director in the company, in return for his/her efforts in managing the company.

Details of the additional allowances, salaries or fees received by a Board member other than the allowances for attending the committees and their reasons.

  • The Board of Directors did not receive additional allowances, salaries or fees during 2024.
GULFNAV

The number of board meetings held during the  year 2024, along with dates/attendance & proxies

Board Members Meetings Held in Person from 1/1/2024 to 31/12/2024
14 Feb 29 Mar 14 May 11 Jun 3 Jul 24 Jul 14 Aug 25 Sep 28 Oct 14 Nov
H.H. Sheikh Theyab Bin Tahnoon Bin Mohammad Al Nahyan
Proxy
Dr. Abdul Rahman Al Afifi
Proxy
Mr. Ahmad Kilani N/A N/A N/A N/A
Dr. Khalifa Saif Jumaa Saif Almehairbi
Proxy
Mr. Abdel Hadi Al Sadi N/A N/A N/A N/A N/A
Ms. Grace Wong N/A
Ms. Muhrah Al Ali Resigned Resigned Resigned Resigned Resigned Resigned Resigned Resigned Resigned Resigned
Mr. Mohamed Abdulrahman Mir Abdulwahid Amiri
Resigned Resigned Resigned Resigned Resigned Resigned Resigned
Mr. Mazen Jaber Hamdan Basheer Al Dahmani
Absent Resigned Resigned Resigned Resigned Resigned Resigned
Mr. Saif Alrashdi
Resigned Resigned
Mr. Adel Al Hosani N/A N/A N/A N/A N/A N/A N/A N/A N/A

The Number of Board Resolutions Passed by Circulation during 2024

3 resolutions were passed by circulation on the following dates: