Board of Directors

GOVERNANCE

& MANAGEMENT

The Board of Directors has 10 members, comprising representatives from our shareholders in addition to a selection of experienced independent members who are experts in the industry. The Directors and the Board Committees provide disciplined oversight and guidance, and the management team leads, supervises and controls the Company with uncompromising integrity. The Directors bring deep and wide-ranging experience of corporate governance, operations and maintenance, finance, business development and institution building. The management team's leadership skills are complemented by their academic and professional qualifications in the fields of administration, management, finance and engineering.

The Management Committee, (which is different from the Board Executive Committee) consists of the Chief Executive Officer, Chief Investment Officer, Chief Portfolio Management Officer, Chief Financial Officer, Chief Technical Officer and Chief of People - Culture and Communications.

BOARD

OF DIRECTORS

" WE BELIEVE A SOUND CORPORATE GOVERNANCE FRAMEWORK IS CRITICAL TO OUR BUSINESS SUCCESS. THEREFORE, WE CONTINUOUSLY STRIVE TO ATTAIN HIGHER LEVELS OF ACCOUNTABILITY, TRANSPARENCY, RESPONSIBILITY, AND FAIRNESS IN ALL ASPECTS OF OUR OPERATIONS."

BOARD EXECUTIVE COMMITTEE

The Board Executive Committee (BEC) is a standing committee of the Board deriving its powers under full delegation of responsibility from the Board of Directors. The Board Executive Committee consists of six members as of the end of December 2017 who are appointed by the Board and all of whom are members of the Board of Directors. The Board Executive Committee held eight meetings during 2017.

The primary purpose of the BEC is to review and recommend for approval to the Board of Directors the five-year business plans, operating plans, the capital expenditure programmes and other studies or plans that will have a significant impact upon the operations of the Company.

Company management regularly engages with the BEC to share its insights and analysis on potential new investments and seek its sanction to progress. The BEC in turn has full authority to: approve investments and acquisitions; approve the submittal of binding bids in relation to any project; sanction further changes or revisions in the Company’s investments or bids submitted; and to conclude all agreements and contracts.

The principal purpose of the Board Executive Committee is to give its directions, guidelines and approvals relating to investments in projects, strategic business plans and related decisions. The Committee also reviews the Company budget, oversees the development of projects, in line with the powers delegated to the Committee.

BOARD AUDIT COMMITTEE

The members of the Board Audit Committee (BAC) have the required knowledge and experience of accounting standards, risk management and commercial laws that enable them to perform their functions.

During the year, the Committee reviewed key internal audit findings covering operational, risks, financial and compliance. The Internal Audit function also presented its report and findings on internal control systems. The Committee ensures that the financial statements are prepared in accordance with International Financial Reporting Standards as adopted by Saudi Arabia, by early adopting the same in preparation of the Company’s 2017 financial statements. The Committee, through self-assessment, annually evaluates its performance, reviews the status on compliance of its obligations under the Charter and confirms that it fulfils its duties and responsibilities.

Note: The committee’s Chairman Mr. Khalid Al Solai resigned on 3 November 2017, therefore the Board has approved Mr. Harold Manasa as the new BAC Chairman as per Board resolution dated 16 December 2017.

The Committee is chaired by an independent member of the Committee.

BOARD RISK & COMPLIANCE COMMITTEE

The Risk & Compliance Committee (BRCC) is to assist the Board in executing its fiduciary responsibility for overseeing and reviewing: (i) management’s identification and evaluation of the Company’s principal strategic, financial, operational, business and compliance risks, including the Company’s risk management framework and the policies, procedures and practices employed to manage risks; and (ii) the Company’s compliance programme.

This Committee supports the Board to monitor the risk environment for the Company and provides direction for the activities to mitigate the risks that may adversely affect the Company’s ability to achieve its goals.

The Committee is chaired by an independent member of the Committee.

CONFLICT OF INTEREST & RELATED PARTY TRANSACTION COMMITTEE

The Conflict of Interest & Related Party Transaction Committee’s primary purpose is to review and approve any related party transaction and conflict of interest situation as provided for under the Companies bylaw and the Corporate Governance Regulations issued by the Capital Market Authority, and as set out in the ‘Related Party Transactions and Conflicts of Interest Policy’ (the RPTCI Policy) approved by the Board.

It is constituted by the Board and performs its functions, drawn up in a charter, which complies with the Code of Corporate Governance approved by the Board. The Committee supports the Board to review and approve matters and transactions that involve related party transactions with its direct shareholders and potential conflicts of interest within the Company. This includes the review of disclosures in the Annual Report or financial statements of the Company on materially significant related party transactions. Any approval or rejection given by the Conflict Of Interest & Related Party Transaction Committee is considered as having been given by the Board themselves.

The Conflict Of Interest & Related Party Transaction Committee met four times in 2017. The Committee consists of three members, with the Chairman being an independent member of the Committee.

THE NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) performs its functions, drawn up in a charter, which complies with the Code of Corporate Governance approved by the Board. The Nomination and Remuneration Committee formed to assist the Board of Directors in performing their duties and responsibilities related to policies and standards of the appointment of members of the Board, policies and allowances of the Board members and senior executives.

The Committee consists of four members.