At Alef Education Holding PLC, integrity forms the cornerstone of sustainable value creation and long-term stakeholder confidence. The Company is committed to embedding ethical conduct, transparency, and accountability across all levels of the organisation.
The Board sets the tone at the top by establishing a governance framework that promotes responsible decision-making, regulatory compliance, and robust oversight. This framework is supported by clearly defined reporting structures, internal control mechanisms, independent assurance functions, and formalised policies designed to uphold high standards of professional conduct.
The Company maintains policies governing conflicts of interest, related party transactions, insider trading, and compliance with applicable laws and regulations. Ethical standards are reinforced through structured processes, periodic reviews, and ongoing awareness initiatives to ensure consistent application across the Group.
Through this integrated governance architecture, Alef Education seeks to safeguard stakeholder interests, enhance transparency, and reinforce institutional credibility.
Remuneration and Compensation
The Company’s remuneration framework supports long-term strategic objectives while ensuring fairness, competitiveness, and regulatory compliance.
Compensation structures are designed to:
- Align remuneration outcomes with corporate performance and value creation;
- Promote accountability at Board and Executive Management levels;
- Remain competitive relative to relevant market benchmarks; and
- Attract and retain individuals with the requisite leadership expertise.
Board remuneration is determined in accordance with applicable regulations and is subject to approval by the General Assembly. No bonuses or additional allowances were paid or proposed for Board members beyond the approved remuneration.
Executive Management remuneration comprises fixed compensation, short-term performance-linked components, and statutory end of service benefits in accordance with applicable labour laws. Compensation is reviewed periodically to ensure continued alignment with Company performance and shareholder interests.
Key Executive Management comprises:
- Chief Executive Officer
- Strategic Advisor
- Chief Financial Officer
- Chief Technology Officer
- Chief Product Officer
In accordance with the SCA Corporate Governance Guide, the remuneration of the Board of Directors and Key Executive Management for the financial year ended 31 December 2025 is given below:
| 31 December 2025 AED | 31 December 2024 AED |
|---|---|---|
Short-term benefits - Key Executive Management | 10,385,894 | 9,183,846 |
Employees’ end of service benefits - Key Executive Management | 398,066 | 282,192 |
Remuneration for the Board | 4,800,000 | 3,000,000 |
Total | 15,583,960 | 12,466,038 |
Number of key Executive Management | 5 | 6 |
Related Party Transactions
Alef Education maintains a formal Related Party Transactions Policy that establishes clear procedures for identifying, reviewing, approving, and disclosing transactions involving related parties, in accordance with the ADGM Companies Regulations 2020 and CMA requirements.
This policy applies to transactions involving:
- Members of the Board;
- Executive Management;
- Major shareholders; and
- Employees and entities in which such parties hold an interest.
All related party transactions are reviewed to ensure they are conducted on arm’s-length terms and in the best interests of the Company. Material transactions are subject to review by the ARCC and, where required, Board and shareholder approval.
The Group enters transactions with companies and entities that fall within the definition of a related party as contained in the International Accounting Standard (IAS) 24 Related Party Disclosures. These represent transactions with related parties, i.e., shareholders, associates, affiliates, directors, and key management personnel of the Group, and entities controlled or significantly influenced by such parties. Pricing policies and terms of these transactions are approved by Executive Management.
Transactions with related parties are as follows:
There are no outstanding balances with related parties as at 31 December 2025 (2024: nil).
Board’s shareholding pattern
A statement detailing the ownership of Board members in the Company’s securities during 2025 is provided below:
Internal Control Framework
The Board bears ultimate responsibility for ensuring the adequacy and effectiveness of the Company’s internal control system.
The Company’s internal control framework is designed to provide reasonable assurance regarding:
- The reliability of financial reporting;
- Compliance with applicable laws and regulations;
- Safeguarding of assets; and
- Effectiveness and efficiency of operations.
The Company’s Internal Audit Department, which reports functionally to the ARCC, provides independent and objective assurance over the design and operating effectiveness of internal controls.
In 2025, the ARCC provided oversight of internal control and risk management processes, through:
- Approval and monitoring of the Company’s Internal Audit Plan;
- Review of internal audit reports and findings; and
- Monitoring remediation of identified control weaknesses.
Internal Audit
The Company’s Internal Audit Department applies a risk-based audit methodology, complemented by cyclical audit coverage, to ensure comprehensive oversight.
An annual enterprise-wide risk assessment is conducted to develop the Company’s Internal Audit Plan for the following year, which is approved by the ARCC. The assessment considers:
- Major financial and operational controls;
- Control design and effectiveness;
- Business conduct risks; and
- Regulatory compliance risks.
All internal audit recommendations are subject to quarterly follow-up and monitoring to ensure timely implementation of corrective actions.
The Internal Audit function operates in accordance with Company policies, professional audit standards, and applicable CMA regulations.
Risk Management
The Company operates through a structured Enterprise Risk Management (ERM) framework based on industry best practices such as COSO and ISO:31000. The framework is designed to identify, assess, and mitigate risks that may impact strategic objectives.
Formal risk reviews are conducted periodically across business units and functions with support from the Company’s ERM function. These reviews:
- Assess the Group’s overall risk profile and exposure;
- Identify emerging and material risks;
- Evaluate mitigation strategies; and
- Ensure risks remain within approved risk appetite levels.
The outcomes of risk reviews are presented to the ARCC and the Board for oversight and guidance.
External Audit
Alef Education Holding PLC recognises the critical role of external auditors in safeguarding the integrity of financial reporting.
The Board is responsible for recommending the appointment of the Company’s external auditor to the General Assembly. Selection is based on objective criteria including reputation, experience, independence, technical competence, and fee structure.
The Company’s external auditor:
- Provides an independent opinion on the financial statements;
- Evaluates internal control processes relevant to financial reporting;
- Verifies asset ownership and liabilities; and
- Reports any regulatory breaches or material weaknesses.
Safeguards are in place to ensure auditor independence in accordance with the Company’s approved Corporate Governance Manual and CMA requirements. The ARCC evaluates the auditor’s performance annually as per compliance requirements.
The Company’s external auditor is appointed for a one-year term, renewable annually, provided that:
- The firm’s tenure does not exceed six (6) consecutive years;
- The engagement partner is rotated after three (3) years; and
- Reappointment after termination may only occur after a two-year cooling-off period.
Details of the Company’s appointed external auditor for 2025 are as follows:
Name of the Audit Firm | Ernst & Young Middle East |
Number of years spent as the Company’s External Auditor | 3 |
Number of years the Partner Auditor spent auditing the Company’s accounts | 3 |
Total value of audit and review fees for 2025 | AED 515,541 |
Total value of audit of special purpose Consolidated Financial Statements for IPO | Not applicable for 2025 |
Total value to provide underwriter's comfort letters for IPO | Not applicable for 2025 |
Statement of other services that an External Auditor other than the Company Auditor provided during 2025 (if any) | Not applicable for 2025 |
Code of Conduct and Business Ethics (Code)
The Company’s Code of Conduct and Business Ethics (Code) establishes the ethical standards applicable to all Company employees, consultants, and representatives. It governs business conduct and reinforces the Company’s commitment to integrity, fairness, and accountability.
This Code provides guidance on:
- Ethical decision-making;
- Conflicts of interest;
- Anti-bribery and corruption:
- Protection of confidential information; and
- Reporting mechanisms for misconduct.
The Company’s Compliance function, in collaboration with the Company’s Human Resources function, oversees implementation of the Code, including mandatory training and awareness programmes. Compliance is monitored through internal audits and a confidential whistleblowing (Speak Up) mechanism.
Violations of the Code may result in disciplinary action, including termination of employment.
Governance Policies
The Company maintains a comprehensive suite of governance policies approved by the Board and implemented across the Group. These include:
- Share Dealing and Insider Trading Policy;
- Disclosure and Transparency Policy;
- Anti-Bribery and Corruption Policy;
- Related Party Transactions Policy;
- Conflict of Interest Policy;
- Remuneration Policy;
- Fraud Risk Policy;
- Speak Up Policy;
- Code of Conduct and Business Ethics; and
- Third Party Code of Conduct.
Details of the above mandatory compliance policies are available on the Company’s corporate website.