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
Our Board is responsible for the implementation and oversight of our corporate governance framework. Our Board complies with the corporate governance requirements applicable to public joint stock companies listed on the Abu Dhabi Securities Exchange, as set out in the Chairman of Authority’s Board of Directors’ Decision No.(3 R.M) of 2020 Concerning the Standards of Institutional Discipline and Governance of Public Joint Stock Companies (the Corporate Governance Rules).
The Corporate Governance Rules require that the majority of the Board must comprise non-executive independent directors, in accordance with the criteria set out in the Corporate Governance Rules.
Our seven-member Board consists entirely of non-executive independent members. To assist the Board in the discharge of its duties, the Board has established the following permanent committees: the Audit Committee, the Nomination and Remuneration Committee, and the Executive Committee in addition to the Insider Committee.
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 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.