Rukia Baruti Dames
About Rukia Baruti Dames
Dr. Rukia Baruti Dames, 56, is an independent non‑executive director of Burford Capital Limited, serving since August 2022, with committee roles on the Compensation Committee and the Nominating & Corporate Governance Committee; she is a qualified solicitor (England & Wales) and a full‑time international arbitrator with advanced degrees from Birkbeck College (BA), University of Westminster (MA), and University of Geneva (PhD). Her governance credentials emphasize arbitration and litigation expertise, legal advisory, and nonprofit governance, supporting board effectiveness in a legally complex business.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SJ Berwin LLP (later King & Wood Mallesons) | International arbitration & litigation practitioner | 2006–2010 | Practiced arbitration/litigation in leading City firm environments, foundational to governance oversight of legal risk. |
| Africa International Legal Awareness (AILA) | Founder; Managing Director | 2011–2018 | Advanced African involvement in international legal community; nonprofit governance and stakeholder engagement. |
| African Arbitration Association | Co‑founder; Secretary General | 2018–2022 | Promoted African arbitration practitioners; network building and standards development. |
| City of London commercial law practice | Solicitor | 1997–2006 | Early legal career; commercial law experience in major legal market. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tanzania International Arbitration Centre | Advisory Board Member | 2023–present | Advisory contribution to arbitration institution; regional governance insights. |
Board Governance
- Independence: Board determined all non‑CEO directors (including Dr. Dames) are independent under SEC and NYSE rules.
- Committees: Member, Compensation Committee (2 meetings in 2024); Member, Nominating & Corporate Governance Committee (2 meetings in 2024).
- Board attendance: Board held four quarterly in‑person meetings in 2024; all directors attended (Chair attended one via teleconference), implying 100% attendance for Dr. Dames.
- Executive sessions: Independent director executive sessions occur at each quarterly board meeting.
- Tenure and refresh: Tenure ~2.5 years; board maintains diversity targets (≥30% women; currently ~33%).
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non‑executive director cash fees. |
| Committee membership fees | Not disclosed | No separate membership fees disclosed beyond chair supplements. |
| Chair/vice chair supplements | $0 | Not a chair or vice chair; chair/vice chair supplements apply to others only. |
| Meeting fees | Not disclosed | No meeting fees disclosed. |
| Total cash fees | $90,000 | FY2024 fees earned/paid in cash. |
Performance Compensation
| Equity Element | Grant Date | Value (USD) | Instrument | Vesting/Restrictions |
|---|---|---|---|---|
| Annual director equity grant (NED Plan) | June 4, 2024 | $35,000 | Restricted ordinary shares | Transfer/sale restricted until earlier of 3rd anniversary or end of board service. |
| Performance Metric | Design | Threshold | Target | Outcome |
|---|---|---|---|---|
| None (Director equity is time‑based, not performance‑based) | N/A | N/A | N/A | N/A; NED Plan grants are restricted shares without performance conditions. |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed. |
| Private/nonprofit/academic boards | Advisory Board Member, Tanzania International Arbitration Centre (since 2023). |
| Committee roles elsewhere | Not disclosed beyond advisory role. |
| Interlocks with BUR competitors/suppliers/customers | None disclosed. |
Expertise & Qualifications
- Qualified solicitor in England & Wales; full‑time independent arbitrator, with deep international arbitration and litigation background.
- Founder/leader in legal nonprofits (AILA; African Arbitration Association), indicating stakeholder engagement and governance acumen.
- Advanced academic credentials (BA, MA, PhD) underpin analytical rigor relevant to Burford’s complex legal finance activities.
Equity Ownership
| Item | Detail |
|---|---|
| NED Plan shares held as of Dec 31, 2024 | 4,959 ordinary shares (restricted). |
| Director stock ownership guideline | Minimum 4× base annual cash retainer; includes both vested and unvested restricted shares/RSUs; 5‑year window to achieve threshold. |
| Hedging/pledging | Prohibited for directors; anti‑hedging, anti‑pledging, margin restrictions in Insider Trading Policy. |
| Compliance status vs guideline | Not individually disclosed. |
Potential Conflicts & Related‑Party Exposure
- Related‑party transactions: Audit Committee oversees policy; none disclosed involving non‑executive directors (other than former director Hugh Steven Wilson) in FY2024.
- Commitments to BUR private funds: None for non‑executive directors in 2024 (excluding former director Wilson).
- Holdings of BUR debt securities: Not disclosed for Dr. Dames; specific holdings noted only for Chair and two executives.
- Anti‑conflict governance: Independence monitoring and resignation process if conflicts arise; annual independence determinations.
Governance Assessment
- Strengths: Independent status; active roles on compensation and nominating/governance committees; full board attendance in 2024; robust anti‑hedging/pledging policy; board executive sessions each quarter.
- Alignment: Director equity via time‑based restricted shares and meaningful ownership guidelines (4× retainer, 5‑year window) encourage skin‑in‑the‑game.
- Red flags: No personal related‑party transactions, fund commitments, or debt holdings disclosed; no overboarding issues flagged.
- Implications for investors: Legal/arbitration expertise strengthens oversight of case selection, enforcement, and risk; committee participation supports pay governance and board refreshment; absence of conflicts and strong attendance bolster investor confidence in board effectiveness.