Corporate governance in Qatar: Establishing a framework for sustainable growth
Corporate governance encompasses the systems, principles, and processes through which legal entities are directed and controlled and has become an essential pillar in modern business practices. From effective board structures and robust disclosure requirements to the protection of shareholder rights and adherence to environmental, social, and governance (“ESG”) standards, corporate governance is no longer a mere regulatory obligation, but it is a strategic necessity for sustainable growth.
Qatar, as one of the most dynamic economies in the Middle East, has increasingly acknowledged the importance of corporate governance as a foundation for building investor trust, enhancing market integrity, and promoting sustainable economic growth in line with its national development goals. Guided by its ambitious Qatar National Vision 2030 (“QNV 2030”), the country has launched initiatives, including the Third Qatar National Development Strategy (2024–2030) and the Third Financial Sector Strategy Plan, focusing on key areas such as governance and regulatory oversight, investor protection, market transparency, digital innovation, ESG principles, all of which contribute to developing a robust corporate governance framework.
These efforts have not only strengthened Qatar’s regulatory environment but have also enhanced its global competitiveness. For instance, Qatar ranked ninth in the IMD World Competitiveness Booklet 2025[1], marking its first appearance among the world’s top ten most competitive economies. This achievement underscores its progress in areas such as business efficiency, management practices in companies, corporate boards, women in management, implementation of shareholder rights, and availability of venture capital. These elements are all critical components of a robust corporate governance ecosystem.
Regulatory Framework for Corporate Governance
Qatar’s corporate governance ecosystem is shaped by a combination of laws, regulations, and sector-specific instructions. The Commercial Companies Law No. (11) of 2015, as amended by Law No. (8) of 2021 (“Companies Law”) sets the foundational framework for all companies established in Qatar, including public and private shareholding companies. It includes provisions on such as shareholders’ rights, directors’ duties, and the conduct of general assemblies.
Public shareholding companies are subject to additional obligations under the Qatar Financial Markets Authority (“QFMA”) regulations, which align closely with international best practices, including those of the Organisation for Economic Co-operation and Development (“OECD”). In contrast, private shareholding companies operate under a distinct governance framework issued by the Ministry of Commerce and Industry (“MOCI”). This framework is tailored to meet the specific needs of private companies while remaining aligned with global governance trends.
Listed funds on the Qatar Stock Exchange (“QSE”) are governed by a separate corporate governance framework established by the QFMA, which addresses the unique requirements of funds offering investment units for trade. Financial institutions, including banks, investment companies, and insurance firms, operate under the governance framework of the Qatar Central Bank (“QCB”), which aligns with the principles of the Basel Committee on Banking Supervision.
Companies established in the Qatar Financial Centre, Qatar Free Zones Authority, and Qatar Science and Technology Park are not subject to the Qatar Commercial Companies Law or QFMA regulations. Instead, these companies are governed by the distinct corporate governance regimes provided by their respective regulatory authorities, which are outside the scope of this article.
Public Shareholding Companies
The corporate governance of public shareholding companies listed on the QSE is primarily regulated by the QFMA. The recently introduced Governance Code for Listed Companies, issued under QFMA Board Decision No. (5) of 2025 (“Governance Code”), marks an important development in the corporate governance framework for public shareholding companies listed on the QSE. The Governance Code applies to companies listed on both the Main Market and the Venture Market, with distinct compliance regimes. While Main Market companies are required to fully comply with the Governance Code, Venture Market companies operate under a more flexible “comply or explain” approach, allowing them to justify any deviations.
The Governance Code introduces several key reforms aimed at enhancing transparency, accountability, and sustainability. Boards of directors must now consist of seven to eleven members, with at least three independent directors meeting enhanced independence criteria. Term limits for independent directors for two terms have also been introduced to ensure effective oversight and strategic direction. One or more seats may be allocated to represent minorities and/or employees of the listed companies. For the first time, listed companies are required to disclose their ESG performance, reflecting Qatar’s commitment to sustainability and aligning with global investor expectations. Companies must also publish annual governance reports and provide real-time disclosures of material information, thereby strengthening market transparency and investor confidence. Additionally, the Governance Code mandates the establishment of audit, risk management, and nomination/remuneration committees, with clear responsibilities and a focus on independence.
Further, the Governance Code strengthens shareholder protections, introduces provisions for government representatives on boards, and emphasises risk-based remuneration policies to align executive incentives with long-term performance and sustainability. By aligning with global standards, such as those of the OECD and the International Sustainability Standards Board (“ISSB”), the Governance Code underscores Qatar’s ambition to foster a transparent and sustainable capital market.
Private Shareholding Companies
Private shareholding companies in Qatar are governed by a more flexible yet robust corporate governance framework established under the Commercial Companies Law and the MOCI Decree No. (71) of 2019 (“Regulation”). This Regulation provides a governance system tailored to the unique structure of private shareholding companies, balancing flexibility with accountability and addressing key governance principles such as the role and responsibilities of the Board of Directors, separation of powers, and transparency.
The Regulation ensures that private shareholding companies adopt sound governance practices, including the mandatory establishment of an audit committee to oversee financial reporting, internal controls, and risk management. Transparency and disclosure are emphasised, requiring companies to provide accurate and timely information to shareholders and stakeholders and to prepare an annual governance report detailing compliance with governance principles, risk management practices, and any violations or weaknesses.
Listed Funds
To further strengthen its regulatory framework and attract investment, the QFMA introduced the Governance Code for Listed Funds pursuant to QFMA Board Decision No. (2) of 2019 (“Funds Code”). The Funds Code applies to all funds whose investment units are offered for trading, regardless of their type, legal form, or activity. Recognising the unique nature of funds, the Funds Code places particular emphasis on asset protection, investor rights, and transparency.
The governance principles for listed funds focus on fairness, equality, transparency, and accountability. Listed funds are required to prepare an annual governance report, which forms an integral part of the fund’s annual report. This report must disclose the fund’s compliance with governance principles, instances of conflict of interest, violations, penalties, and measures taken to address risks and internal control weaknesses. It must also include information about the fund’s administrators, contractors, and their remuneration, as well as details of related-party transactions and disputes involving the fund.
Sector Specific Regulations
Financial institutions in Qatar, including banks, investment companies, and insurance firms, operate under the corporate governance framework established by the QCB. This framework is primarily based on the Law No. (13) of 2012 which promulgates the Qatar Central Bank Law and Regulating Financial Institution and is further supported by the QCB’s corporate governance instructions. These instructions align with the Basel Committee on Banking Supervision principles, ensuring adherence to international best practices.
Together, these set out clear governance obligations for QCB-regulated entities, including board accountability, effective risk management, internal controls, and transparency. This framework promotes sound governance and financial stability, aligning Qatar’s financial sector with global standards.
Emerging Trends
In recent years, ESG considerations have transitioned from voluntary corporate practices to a fundamental expectation for entities across various sectors. This shift reflects the growing demand from stakeholders for transparency, accountability, and sustainable business practices. Investors, in particular, are increasingly relying on ESG policies to guide capital allocation towards businesses and regulatory ecosystems that demonstrate ethical governance and sustainability. Recognizing the importance of ESG integration, Qatar has embedded these principles into its corporate governance framework, aligning with QNV 2030.
In 2016, the QSE joined the United Nations’ initiative on sustainable development and has since actively promoted ESG standards to strengthen companies’ roles in social responsibility and governance. This initiative was subsequently enhanced with QSE’s ESG guidance, designed to encourage issuers to regularly disclose ESG information and to support listed companies seeking to incorporate ESG reporting into their existing disclosure processes. In 2025, with the issuance of the Governance Code, the QFMA mandate that listed companies disclose their ESG performance.
The QCB has also integrated ESG principles into its regulatory and supervisory frameworks to align the financial sector with QNV 2030 and global sustainability standards. Through its ESG and Sustainability Strategy, QCB aims to enhance the financial sector’s capacity to support national sustainability goals while ensuring resilience to climate, environmental, and social risks. This strategy is built on three pillars: managing climate, environmental and social risks, mobilising capital towards sustainable finance, and leading by example as a central bank on ESG and sustainability.
To operationalise these goals, QCB has introduced a Sustainable Finance Framework, requiring financial institutions to adopt sustainable and sustainability-linked finance practices. QCB has also issued instructions for banks and insurers to incorporate ESG risks into their governance, risk management, and operational frameworks, with requirements for board-level oversight, scenario analyses, and disclosure of material ESG risks in line with international standards such as those from the ISSB. These aim to ensure that financial institutions and insurers are resilient to ESG-related risks while contributing to Qatar’s sustainable development objectives.
Conclusion
Qatar’s corporate governance framework is structured to enhance market confidence, corporate accountability, and sustainable growth. While significant progress has been made, challenges remain, such as capacity building for SMEs and family-owned businesses, limited board diversity, and inconsistent internal control frameworks. SMEs and family-owned businesses, in particular, often face unique governance challenges, including informal decision-making structures and limited access to governance expertise. Additionally, companies across sectors encounter difficulties in adopting ESG principles, such as capacity constraints, resource limitations, and the lack of standardized reporting frameworks.
