Qatar's New Corporate Governance Code for Listed Companies (2025): What It Means for You

The Qatar Financial Markets Authority (QFMA) has issued its new Corporate Governance Code for Listed Companies under Decision No. (5) of 2025, replacing the previous framework from 2016. This landmark reform enhances governance, strengthens investor confidence, and aligns Qatar's markets more closely with global standards. Listed companies now have one year from the date of publication to comply (extendable with QFMA approval), a critical transformation window requiring immediate action.

Key Differences from the 2016 Code

• Clearer scope and applicability: applies specifically to listed companies in both Main and Venture Markets, replacing the broader 2016 framework.
• Board Nomination Guide: a new annex provides structured, transparent procedures for nominating board members.
• Enhanced Disclosure Annex: companies must now report on governance practices, internal control effectiveness, risk appetite, compliance framework, and sustainability measures.
• Fixed transition period: mandatory one-year compliance period, compared to the more flexible adaptation under the 2016 Code.
• Stronger global alignment: tighter linkages to the Commercial Companies Law, OECD principles, and ESG reporting expectations.

Implications for Internal Audit, ERM and ICOFR

Internal Audit must remain independent, report directly to the Board through the Audit Committee, and provide assurance over governance, risk, compliance, and ESG, not just financial controls.

Enterprise Risk Management: boards must define and disclose risk appetite, integrate risk with strategy and sustainability, and establish dedicated risk oversight committees.

Internal Controls Over Financial Reporting: boards and audit committees are now explicitly accountable for monitoring ICOFR effectiveness and disclosing remediation efforts, bringing Qatar closer to SOX-style accountability.

Implications for the Compliance Function

• Elevated role: compliance must operate independently, with direct Board access.
• Expanded scope: coverage extends beyond regulatory breaches to include disclosure obligations, ESG compliance, AML/CFT, and market conduct.
• Board accountability: boards must approve compliance policies, allocate resources, and disclose compliance performance.
• Transparency: companies must disclose breaches, remediation, and overall compliance framework effectiveness annually.

Towards an Integrated GRC Model

The 2025 Code promotes an integrated approach to Governance, Risk, and Compliance. Companies must report their governance system as a whole, not as fragmented functions. Effective compliance requires a coordinated one-year transition programme spanning policies, risk, compliance, ICOFR, and internal audit. Board nomination reforms ensure directors bring risk, compliance, audit, and sustainability expertise together.

In practice, this means listed companies must treat GRC as one interconnected framework, with clear accountability, harmonized reporting, and integrated assurance.

Call to Action for Listed Companies

• Conduct a governance gap assessment against the new Code.
• Update board charters, policies, and procedures across internal audit, ERM, compliance and ICOFR.
• Define risk appetite and ESG disclosures as part of strategy.
• Empower compliance and internal audit with independence, resources, and reporting lines.
• Train board members and executives on the new requirements.

How WeConsulting Can Help

We combine deep local expertise with global best practices to guide listed companies through this transformation: comprehensive GRC gap assessments, redesign of board and committee charters, development of ERM frameworks and risk appetite statements, strengthening of ICOFR systems and internal audit coverage, enhancement of compliance frameworks and ESG reporting, and tailored training for boards and senior management.

Contact us to ensure your company is fully compliant within the one-year transition period and positioned as a leader in governance excellence.

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SourceThe GRC Edge by WeConsulting.

Originally published in our LinkedIn newsletter. Read it on LinkedIn. An Arabic edition is also available: النسخة العربية.

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