UNITED ARAB EMIRATES Law and Practice Contributed by: Francesco Bulleri, Beshoy Mounir, Sultan Bahriddini and Noora Al Doseri, ADG Legal
sions reporting requirements for greenhouse gas- emitting companies in the UAE, a key development in the consideration of ESG issues is also the impo - sition of sanctions for non-compliance ranging from AED50,000 to AED2 million for first violations, and double such sanctions amounts for repeated viola - tions occurring within the first two years. The social component of ESG is also developing, particularly through board diversity requirements for public joint stock companies. Under the Governance Manual (see again 7.1 ESG Requirements ), listed companies must have at least one female board mem - ber and disclose that representation in the annual gov - ernance report. Boards are also required to adopt poli - cies on gender diversity and procedures to achieve those objectives. Governance is also a central area of ESG develop - ment. The Governance Manual imposes substan - tive governance requirements on listed companies, including minimum thresholds for board composition and structure. In particular, at least one third of the board must comprise independent directors, and the majority of the board must be non-executive. In addi - tion, boards are required to establish formal internal control and risk management systems, adopt written policies addressing conflicts of interest and ethical conduct, and implement mechanisms for reporting violations, including whistle-blowing channels. In parallel, whistle-blowing and anti-corruption frame - works continue to be developed across the mainland UAE, DIFC and ADGM. Further, continued shift is reflected in the increasing formalisation of whistle- blowing and internal accountability frameworks across the UAE. In the ADGM, the Whistleblower Protection Regulations 2024 introduce mandatory requirements for entities to implement structured whistle-blowing arrangements, including internal reporting chan - nels, written policies, confidentiality safeguards and record-keeping mechanisms. Similarly, in the DIFC, the DFSA whistle-blowing regime (introduced under amendments to the Regulatory Law 2004) requires regulated entities to establish effective policies and procedures for the reporting, assessment and escala - tion of regulatory concerns, together with protections for whistle-blowers. Onshore, while there is no stan -
dalone whistle-blowing statute, equivalent outcomes are achieved through broader legislative frameworks. In particular, the UAE Penal Code (Federal Law No 31 of 2021) criminalises bribery and corruption and includes provisions addressing failure to report crimi - nal conduct, alongside mechanisms that may incen - tivise early reporting.
8. Artificial Intelligence 8.1 Board Oversight of AI
While the UAE has introduced various AI-related strat - egies, policy initiatives and ethical guidance frame - works, there are currently no generally applicable UAE laws or regulations specifically prescribing board-level oversight structures for AI, such as mandatory board composition requirements, dedicated AI committees or formalised AI risk governance frameworks. 8.2 AI Use-Related Risks AI use-related risk and use cases are addressed through a combination of non-binding policy frame - works and existing legislation that apply to technol - ogy use more broadly. Such policy frameworks and legislation include the following. The AI Ethics Guide The AI Ethics Guide, issued by the UAE’s AI Office in December 2022, sets out key ethical principles for the responsible development and use of AI, includ - ing fairness, transparency, accountability, privacy and safety. It also requires organisations to identify and mitigate risks inherent in AI systems, assess the potential impact of incorrect automated decisions, and implement safeguards to address bias and the risk of loss, harm or damage, particularly where AI is used in significant or high-impact decision-making. The UAE Charter for the Development and Use of Artificial Intelligence The UAE Charter for the Development and Use of Artificial Intelligence, introduced in June 2025, sets out core principles such as fairness, safety, transpar - ency, human oversight and accountability, aimed at ensuring AI systems are deployed responsibly. These principles address risks associated with, for example, biased decision-making and privacy concerns.
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