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ADNOC Distribution Corporate Governance Report 2020

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ADNOC Distribution Corporate Governance Report 2020 CORPORATE GOVERNANCE REPORT 2020 CUSTOMER EXCELLENCE CREATING VALUE ADNOC Distribution CONTENTS Introduction 3 Our Corporate Governance Overview 4 Share Dealings 6 ADNOC Distribution’s Board of Directors 7 Executive Management 12 Transactions with Related Parties 15 External Auditor 19 Audit Committee 20 Nomination and Remuneration Committee 21 Executive Committee 22 Insider Dealing Committee 23 Internal Control System 24 Corporate Social Responsibility 26 General Information 28 2 2020 Corporate Governance Report | 3 INTRODUCTION ADNOC Distribution (the Company) we serve. In order to achieve that, we Respectful is the UAE’s largest fuel and retail have created a corporate governance We encourage a culture of inclusivity convenience brand, with 445 service framework that fulfils all applicable and mutual respect, and always operate stations and 326 convenience stores1 laws and regulations while complying to the very highest professional and across the country, servicing all seven with international best practice. This ethical standards. emirates. We take pride in the progress framework was designed, and is being achieved with regards to our smart implemented, in line with our cultural Responsible growth strategy, which helped us deliver values, to ensure the sustainability of We are committed to proactively 10 fold growth in terms of our station our business and to help us achieve identifying ways that we can make a number count across the UAE during our future prospects - as dictated by difference to our community, while 2020, compared with 2019. our vision and mission statements. maintaining an unwavering commitment to health, safety and the environment. In addition, we increased our Our values are the core principles that commitment to the Kingdom of Saudi guide our decision making, and ensure Efficient Arabia, where we have two stations consistency in our employees’ actions We are a performance driven company, already operational, through the and behaviors. They represent our dedicated to maximizing the value of execution of a definitive agreement organization’s collective commitment energy resources for the benefit of our to acquire 15 service stations in the to set, achieve and exceed ambitious people, our community, our partners eastern region2. targets. We are: and our nation. With such broad reach comes great Progressive This report gives an overview of responsibility to continuously develop We harness the UAE’s spirit of ADNOC Distribution’s corporate and maintain our operational and innovation to ensure that our business governance systems and governance excellence. remains at the forefront of the global procedures as of December 31, 2020 energy industry. and has been filed with the Securities We believe that an organizational and Commodities Authority (SCA), commitment to corporate governance Collaborative and posted on the Abu Dhabi can help drive enhanced management We work in close collaboration with Exchange (ADX) website and the accountability, create value for our partners and peers, leveraging our Company’s website. shareholders, and protect the interests collective strengths to deliver mutually of all stakeholders and the communities beneficial results. Dr. Sultan Ahmed Al Jaber Chairman of the Board of Directors February 2021 Mr. Khaled Salmeen Mr. Jassim Alseddiqi Mr. David-Emmanuel Mr. Ben Hennessy Chairman of the Executive Chairman of the Beau General Counsel* Committee Nomination and Chairman of the Audit Remuneration Committee Committee 1 as of 31 December 2020 2 subject to certain conditions including obtaining regulatory approvals * The General Counsel is responsible for and oversees the Company’s internal control function 4 2020 Corporate Governance Report | 5 OUR CORPORATE GOVERNANCE OVERVIEW We are committed to having Insider Dealing Policy Compliance interest must be promptly disclosed a corporate governance Investigations Policy so that the appropriate course of framework that is compliant The requirement to have fair and action can be taken in order to protect with all corporate governance WE ARE transparent dealings in our securities Our commitment to operating with ADNOC Distribution’s interests. requirements that are is of paramount importance to integrity includes investigating, applicable to public joint us and we take a zero tolerance where necessary, allegations of approach to any activities which ethical misconduct. Our Compliance stock companies in the UAE Whistleblowing Policy RESPONSIBLE RESPECTFUL would prevent this requirement from Investigations Policy and supporting and that are consistent with being properly implemented. procedures set forth our approach Having an open, honest and international best practices. to investigations relating to alleged transparent culture supports Below is a brief summary of Accordingly, we have implemented violation: of (a) ethical business our commitment to integrity. Our some of the key policies that an Insider Dealing Policy to practices; (b) integrity in our Whistleblowing Policy encourages our PROGRESSIVE COLLABORATIVE EFFICIENT ensure that the obligations and interactions and arrangements with employees to report concerns about we have implemented and responsibilities of our employees, third parties; and (c) applicable laws, unethical behavior in connection under which we operate. officers and directors with respect regulations, policies and procedures with our business by assuring to dealings in our securities are relating to ethical business practices confidentiality and by protecting good Corporate Governance Dividend Policy Related Party clearly defined. In accordance with and integrity. This policy requires all faith whistle-blowers from retaliation, Policy Transactions Policy the Insider Dealing Policy, we have of our personnel to cooperate fully even if they are mistaken. Our Dividend Policy sets out the clear established an Insider Dealing and truthfully with all investigations Our Corporate Governance Policy and transparent criteria and method Our Related Party Transaction Policy is Committee to oversee the ongoing and to avoid engaging in certain provides clear guidance on: (a) the for the distribution of our profits such designed to ensure that: (a) transactions implementation of this policy. activities that may hinder or interfere Gender Diversity Policy Company’s corporate governance that the distribution of our profits with related parties are conducted at with an investigation. structure and the interface serves the interests of both ADNOC arm’s length terms; (b) the Board of We are committed to advancing between the Company and its Distribution and its shareholders. Directors and senior management Anti-Bribery and gender diversity and equality across stakeholders; (b) the authorities are aware of the steps required to Corruption Policy Conflicts of Interest the organization and are constantly and decision-making mechanisms The payment of dividends is subject approve transactions with related Policy working to recruit more women in all within the Company and between to consideration of: (a) the cash parties; and (c) a legitimate business We are committed to doing areas of our business. We are also its stakeholders; and (c) the role and management requirements of the case is present and which supports business lawfully, ethically and with We understand that our employees, working on a number of initiatives responsibilities of the Company’s Company for operating expenses, the relevant related party transactions, integrity, and we expect all of our officers and directors will engage to advance women’s career growth corporate governance function. interest expense, and anticipated including their arm’s length nature. In employees and representatives to in legitimate social, financial and across the Company. To this end, we capital expenditures; and (b) market accordance with this policy, we may not act accordingly. Consistent with business activities outside the scope are developing a Gender Diversity conditions, the then current operating enter into a related party transaction this commitment, we take a zero of their work for us. Our Conflicts Policy to support our actions. Code of Conduct environment in our markets, and unless it has been approved by: (i) tolerance approach to fraud, bribery of Interest Policy sets forth our Additionally, the Company will continue the outlook for the business of the our Board of Directors, where the and all other forms of corruption. requirements for the avoidance to ensure that its female employees Our Code of Conduct demonstrates Company. In addition, any level or transaction’s value does not exceed Our Anti-Bribery and Corruption and management of conflicts of obtain access to all necessary training ADNOC Distribution’s commitment payment of dividends will depend on, 5% of the value of our share capital; Policy sets forth our requirements to interest that may arise as a result of and development in order to achieve to compliance and ethical behavior in among other things, future profits and or (ii) our shareholders at a General ensure that none of our employees these other activities, including the their full potential in line with the all that it does. Our Code of Conduct the business plan of the Company, at Assembly, where the transaction’s value or representatives engage in any of avoidance of situations that merely standards of high performance we (a) sets out the minimum standard of the discretion of the Board of Directors exceeds 5% of our share capital. The these activities. have
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