Our Board of Directors is committed to high standards of corporate governance reflecting international best practice.
Relationship agreement with ADNOC
ADNOC Distribution has entered into a Relationship Agreement with ADNOC pursuant to which ADNOC has agreed to support ADNOC Distribution’s status as an independent company. In addition, ADNOC Distribution will enter into transactions with ADNOC only with the approval of a majority of the Board of Directors, including a majority of our independent directors.
Mechanism for adopting a governance system in the Company
The Board of Directors is committed to standards of corporate governance that are in line with international best practice. The Board complies and intends to continue complying with the corporate governance requirements applicable to public joint stock companies listed on the ADX as set out in the Governance Rules and Corporate Discipline Standards issued on 28 April 2016 pursuant to Ministerial Decree no. R.M/7 of 2016. The Company will report to its shareholders and to the Securities and Commodities Authority (SCA) on its compliance with the Governance Rules, in accordance with the provisions thereof.
The Board has established three permanent committees:
- the Audit Committee;
- the Nomination and Remuneration Committee.
- the Executive Committee
The Governance Rules require that the majority of the Board must comprise non-executive directors, and that at least one-third of the Board must be independent in accordance with the criteria set out in the Governance Rules.
The Governance Rules define an independent member as a member who has no relationship with the company, any member of executive management, its auditor, its majority shareholder, its subsidiaries, any sister company, or any affiliate company that could lead to financial or moral benefit that may affect his or her decisions.
Our Board consists entirely of non-executive directors with three independent members, Messrs. Alseddiqi, Miró Roig and Beau.
The board will be assisted by three committees
The Audit Committee assists the Board in discharging its responsibilities regarding financial reporting and external and internal audits and controls.
The Nomination and Remuneration Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise.
In addition, the Nomination and Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including setting the over-arching principles, parameters and governance framework and determining individual remuneration and benefits packages of senior management.
The Executive Committee assists the Board in the discharge of its duties. Additionally, the Executive Committee provides recommendations to the Board on matters that require Board approval.