Corporate Governance

Government of Abu Dhabi
Government independence

Before its establishment, SEHA was part of the Government of Abu Dhabi through the ownership and operation by the Health Authority-Abu Dhabi (HA-AD) of public healthcare assets. However, pursuant to the Emiri decree, SEHA has been made independent of the Government, except in the latter’s capacity as shareholder. For example, the decree provides that SEHA is “an independent corporate body with full legal capacity to practice its activities and achieve its objectives, and with financial and administrative independence in all its affairs”.

Shareholder governance

By operation of the Emiri decree, the entire share capital of SEHA is owned and held by the Government as the sole legal and beneficial shareholder, acting in shareholder matters through the Executive Council. Under the Companies Act, certain matters are reserved to and voted on by shareholders of a public joint stock company at the annual general meeting. The Executive Council undertakes all functions and practices all competences of such general assembly through issuing Executive Council resolutions.

Board of Directors
Establishment and membership

Although SEHA is owned by the Government, it has an independent Board of Directors consisting of Government, business, and industry representatives who provide leadership and strategic direction with predominantly private-sector objectives. The Emiri decree gives the Board wide powers to carry out the objectives of SEHA (subject to approval of Executive Council or, in certain cases, HA-AD).

The Board of Directors is responsible for the overall management of SEHA by leading and directing SEHA’s affairs and setting its strategic direction and objectives. The decree mandates the basic board structure and responsibilities.
It provides that:

  • SEHA shall be managed by a Board of Directors, which shall consist of a Chairman and a number of members
  • The Board is required to be appointed by a resolution of the Chairman of the Executive Council, which shall also establish the terms of board membership and financial compensation for directors

The Executive Council issued the initial resolution No 41 of 2007 appointing five directors, including a Chairman, which has subsequently been amended by resolution No 28 of 27 April 2009 to appoint certain replacement directors.

The current directors consist of senior management of HA-AD and other Government ministries and Government-owned entities and a member of SEHA senior management, who is also the Chairman of the Board.

Meetings and voting

The procedures of the Board are set out in the Emiri decree and SEHA’s articles of association, which stipulate that the Board must meet at least once every three months. Currently the Board meets quarterly and may (in accordance with the Companies Act) receive and approve resolutions in writing between meetings. Decisions of the Board at meetings must be by majority vote of those present. In the case of an equal number of votes representing each side, the deciding vote shall be made by the Chairman.

A meeting of the Board will be valid only if a majority of directors are present. In accordance with the Companies Act, the term of Board membership is three years and a director may serve more than one consecutive term.

Other procedures of the Board of Directors as prescribed by the Companies Act are set out in the articles of association, including notifying the Board and abstaining from voting on any transaction or matter submitted to the Board for discussion and approval.

Board committees

The Board has formed an Audit Committee, which shall consist of at least three and no more than five non-executive members who will be appointed by the Board. At least one member should have experience in financial reporting. Committee members shall be appointed by the Chairman of the Board.

The secretary (whose responsibilities include the follow-up of action plans and decisions undertaken by the audit committee) is currently the SEHA internal audit manager.

The function of the Audit Committee includes: monitoring the integrity of SEHA’s financial statements and reviewing significant financial issues and decisions; reviewing (as part of the internal audit plan) SEHA’s financial internal control systems and risk management procedures; overseeing internal audit and reviewing recommendations and issues to be presented to the Board; and reviewing SEHA’s compliance with legal and regulatory requirements. The Audit Committee reports directly to the Board of Directors and is independent of SEHA management.

Executive Committee

The Board has nominated an Executive Committee consisting of representatives of management and the Board. Its role is to act as a liaison between the Board and management and to discuss and decide material operational issues on a regular basis.

The Executive Committee meets monthly or otherwise as necessary.

Management role

Senior management of SEHA (such as the chief executive officer) are invited to attend meetings of the Board and regularly present reports and provide information requested on day-to-day management, initiatives, and progress with Board directions and decisions.

Board legal advisor

The Board has engaged an independent legal advisor (independent of SEHA management and internal corporate legal affairs) for review of Board resolutions and decisions and advice requested by the Board from time to time, to ensure decisions and Board procedures are in accordance with applicable law.


SEHA has an Internal Audit department which reports directly to the Board through the Audit Committee. Internal Audit also communicates regularly with the managing director, in accordance with the company’s corporate governance policy. Due to SEHA’s ownership by the Government, it is subject to the oversight of the Abu Dhabi Accountability Authority (ADAA).

Internal Audit works closely with the Accountability Authority to ensure that the Company follows proper internal control policies and procedures; that the Government’s resources are managed, collected, and expended efficiently, effectively, and economically; and to promote transparency and accountability within SEHA. The responsibilities of Internal Audit include evaluating and monitoring the company’s control, risk management, and governance processes; performing consulting services, beyond internal audit assurance services; assisting in the investigation of significant suspected fraudulent activities; and coordinating audit efforts with external auditors and other control and monitoring functions (e.g. Abu Dhabi Accountability Authority).

SEHA also appoints an external auditor to review and provide an opinion on its annual financial statements. The external auditor is approved by and reports to the Board through the Audit Committee.


In accordance with good governance practice and its constitutional documents (including the Emiri decree), SEHA is required to report to its key stakeholders – the Government and HA-AD.

SEHA submits a semi-annual report to HA-AD detailing its operations, initiatives, and projects, as well as work progress in its hospitals and health centers (Emiri Decree, Article 10). In addition, SEHA submits to the Executive Council General Secretariat an annual report containing key details of its progress and providing a copy of the report of the company auditor appointed by the Board (Emiri Decree, Article 19).

Oversight of SEHA facilities

Each of the SEHA facilities has separate management, responsible for the oversight and management of that facility. In respect of the facilities managed pursuant to a management services agreement, the senior management of the facility are selected by the entity engaged by SEHA to manage the facility and approved by SEHA. Each of those facilities also has a steering committee (established pursuant to the management agreement) which acts as a de facto board of directors.

The steering committee is made up of members selected by SEHA and the managing entity. Pursuant to the terms of the management agreement, SEHA has voting control of the steering committee. The chief executive officers of the facilities (while reporting to the steering committee in respect of the contractually managed hospitals) report to the chief operating officer of SEHA Corporate.

In addition to this formal reporting structure, the CEOs meet on a monthly basis (CEO Forum) with the chief executive officer of SEHA Corporate and other members of SEHA senior management.

Most of the functional groups of the facilities maintain a ‘dotted-line’ reporting structure to the head of the counterpart functional group at SEHA Corporate (e.g. finance, operations, human resources, procurement, and legal). This relationship consists of two-way communications and authority within matters directly relating to the functional expertise of the group.

Other governance procedures

Delegation of authority

SEHA has established a matrix of delegation of authority, approved by the Board of Directors, which specifies limits of decision-making within the organization. Management with delegated authority to make decisions include division and department managers and directors, Chief Executive Officer, Managing Director, Executive Committee, Board of Directors, and Chairman. Limits of authority apply in respect of: governance and strategic matters (e.g. determining SEHA’s mission statement and strategic objectives and corporate structure, releasing information to the media, and approving corporate donations and gifts); finance and contracting matters (e.g. approval of transactions, expenditures and budgets); and human relations matters (e.g. hiring, dismissal, and compensation of employees).

Code of conduct

SEHA has adopted an enterprise-wide code of conduct as part of its initial corporate governance framework. The code sets out the core standards expected of SEHA corporate office and facilities. In particular, employees must:

  • contribute to being a responsible organization by being accountable, equitable, efficient, ethical, and transparent
  • focus on patient satisfaction and the needs of the community by offering comprehensive, accessible, affordable, reliable, and quality care
  • provide care with an emphasis on quality outcomes by being compassionate, culturally sensitive, respectful, and reliable
  • encourage an innovative, open, and learning-centric organization through research and education, partnership and alliances, collaborative teamwork, and empowered and satisfied staff

Each facility is permitted to, and has adopted, its own code of conduct. These, however, must be consistent with the SEHA enterprise code of conduct.