Corporate Review 42

CORPORATE REVIEW 42 CORPORATE GOVERNANCE CORPORATE In 2019 we reaffirmed those pledges Our corporate to our shareholders at our Capital governance framework GOVERNANCE Markets Days in London and New York, ADNOC Distribution holds of driving sustainable growth Our Board is responsible for the a successful two-year track and shareholder return while implementation and oversight of our record as a publicly listed delivering best-in-class services to corporate governance framework. Our our customers. Board complies with the corporate company, during which governance requirements applicable we have been guided by We believe that by having a high quality to public joint stock companies our corporate governance corporate governance framework and listed on the ADX, as set out in the principles to drive best complete information transparency, we Governance Rules and Corporate are better able to promote the long- Discipline Standards issued on 28 practice and to uphold the term sustainable success of ADNOC April 2016 pursuant to UAE Securities commitments we set out at Distribution, generate value for all and Commodities Authority Resolution our IPO. stakeholders and contribute to the No. R.M/7 of 2016 (the Corporate wider community. Accordingly, we have Governance Rules). adopted and implemented a complete corporate governance framework that The Company reports to its fulfils all applicable laws and regulations shareholders and to the Securities while also being in line with international and Commodities Authority (SCA) on best practice. This corporate its compliance with the Corporate governance framework is designed Governance Rules. to ensure that our Company has a culture of consistency, responsibility, The Corporate Governance Rules accountability and transparency of the require that the majority of the highest standards at all levels. Board must comprise non-executive directors, and that at least one-third Ensuring that our governance of the Board must be independent, in processes and procedures are accordance with the criteria set out in undertaken properly helps to the Corporate Governance Rules. contribute to our long-term sustainable success. Accordingly, we are taking Our seven-member Board consists this opportunity to remind you of the entirely of non-executive directors comprehensive corporate governance with three independent members. To framework that we have adopted and assist the Board in the discharge of under which we operate. In this report, its duties, the Board has established we will provide you with an overview of three permanent committees: the our corporate governance processes Audit Committee, the Nomination and and report on how these processes Remuneration Committee, and the have been implemented by us. Executive Committee. Audit Committee Our commitment Our Audit Committee assists the Board in discharging its We are committed to having responsibilities with regard to financial corporate governance framework reporting, external and internal audits that is compliant with all corporate and controls, including: reviewing and governance requirements that are monitoring the integrity of our annual applicable to public joint stock and interim financial statements; companies in the UAE and that reviewing and monitoring the extent are consistent with international of the non-audit work undertaken best practices. by external auditors; advising on the 2019 ADNOC Distribution Annual Report | 43 appointment of external auditors; directors, and that at least two of the overseeing the relationship with members must be independent. One our external auditors; reviewing of the independent members the effectiveness of the external must be appointed as chairman of audit process; and reviewing the committee. Ensuring that our the effectiveness of our internal control review function. The Audit In addition, at least one member is governance Committee makes recommendations required to have recent and relevant processes and to the Board, which retains ultimate audit and accounting experience٫ responsibility for reviewing and The Audit Committee has taken procedures approving our annual report and appropriate steps to ensure that financial accounts. ADNOC Distribution’s external are undertaken auditors are independent of properly helps The Audit Committee gives due ADNOC Distribution as required by consideration to the applicable laws the Corporate Governance Rules. to contribute to and regulations of the UAE, SCA and the ADX, including the provisions of The Audit Committee has also our long-term the Corporate Governance Rules. obtained written confirmation from sustainable our auditors that they comply with The Corporate Governance Rules, guidelines on independence issued success. reflected in the Audit Committee’s by the relevant accountancy and Charter require that the Audit auditing bodies. Committee comprises at least three members who are non-executive 44 Nomination and The chairman of the Nomination remuneration committee and Remuneration Committee must be chosen from amongst the Our Nomination and Remuneration independent committee members. Committee assists the Board The chairman of Directors in discharging its responsibilities relating to the Executive committee of the composition and make-up of Nomination and the Board of Directors and Our Executive Committee consists any committees of the Board of three members, all being non- Remuneration of Directors. executive directors with one member also being an independent director. Committee must It is responsible for evaluating the The Executive Committee was be chosen from balance of skills, knowledge and established by the Board in 2019 experience and the size, structure in order to assist the Board in the amongst the and composition of the Board of discharge of its duties. Directors and committees of the independent Board of Directors and, in particular, The role of the Executive Committee committee for monitoring the independent is to act on behalf of the Board status of the independent non- during the intervals between members. executive directors. It is also scheduled Board meetings so that responsible for periodically reviewing matters that require Board approval the Board of Directors’ structure and during such intervals can be dealt identifying potential candidates to be with in a timely and efficient manner. appointed as directors or committee members as the need may arise. Additionally, the Executive Committee provides In addition, the Nomination and recommendations to the Board on Remuneration Committee assists matters that require Board approval. the Board of Directors in determining its responsibilities in relation to For more information about our remuneration, including making permanent Board committees, recommendations to the Board of please refer to our 2019 Corporate Directors on ADNOC Distribution’s Governance Report policy on executive remuneration, setting the over-arching principles, parameters and governance framework of our remuneration policy and determining the individual remuneration and benefits package of our senior management. The Corporate Governance Rules, reflected in the Nomination and Remuneration Committee Charter, require the Nomination and Remuneration Committee to be comprised of at least three non- executive directors, at least two of whom must be independent. 2019 ADNOC Distribution Annual Report | 45 Code of conduct Progressive Efficient We harness the UAE’s spirit of We are a performance- ADNOC Distribution has innovation to ensure that our business driven company, dedicated to implemented a Code of remains at the forefront of the global maximizing the value of energy Conduct that provides an energy industry. resources for the benefit of our people, our community, our overview of the standards of Collaborative partners and our nation. integrity and ethical behavior We work in close collaboration with expected of all ADNOC our partners and peers, leveraging our Ensuring that our governance Distribution employees and collective strengths to deliver mutually processes and procedures beneficial results. are undertaken properly helps everyone who does business contribute to our long-term with our company. At ADNOC Respectful sustainable success. Distribution, integrity and We encourage a culture of ethics remain the foundation of inclusivity and mutual respect, and always operate to the very highest our success. Our values form professional and ethical standards. the foundation of our business operations and relationships. Responsible They inspire and inform how We are committed to identifying ways to make a difference in our community, we conduct ourselves – with while maintaining an unwavering our partners, suppliers, each commitment to health, safety and other and the communities in the environment. which we operate. 46 BOARD OF DIRECTORS H.E. Dr. Sultan Ahmed Al Jaber Non-executive Chairman H.E. Dr. Sultan Ahmed Al Jaber has served as companies. He is also a member of the Board UAE Cabinet Member and Minister of State of Directors of Emirates Global Aluminum. since March 2013, and as Chief Executive Officer of ADNOC since February 2016. From H.E. Dr. Al Jaber holds a BSc in Chemical January 2014 to February 2016, he served as Engineering from the University of Southern Chief Executive Officer, Energy, of Mubadala California, a PhD in Business and Economics Development Company. H.E. Dr. Al Jaber is from Coventry University, and an MBA from also Chairman of Masdar, the National Media California State University. Council, and several

Load more