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Our corporate governance philosophy is based on a legacy of ethical & transparent practices

Governance and Management

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ACWA Power's corporate governance structure consists of a Board of Directors and a further five functional Board Committees, responsible for reviewing the Company's operations within their particular areas of expertise and who then present their findings and suggestions to the Board of Directors.

Those functional Board Committees are

  • BOARD EXECUTIVE COMMITTEE

    BOARD EXECUTIVE COMMITTEE

  • BOARD AUDIT COMMITTEE

    BOARD AUDIT COMMITTEE

  • BOARD RISK & COMPLIANCE COMMITTEE

    BOARD RISK & COMPLIANCE COMMITTEE

  • CONFLICT OF INTEREST & RELATED PARTY TRANSACTION COMMITTEE

    CONFLICT OF INTEREST & RELATED PARTY TRANSACTION COMMITTEE

  • THE NOMINATION AND REMUNERATION COMMITTEE

    THE NOMINATION AND REMUNERATION COMMITTEE

The Company Board, its advisors, its functional committees, Company management and employees, shareholders and direct stakeholders are guided by the Company's Corporate Governance Guidelines and Procedures and Code of Ethics.

LEADERSHIP OF THE COMPANY

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 Executive Management Committee, ExCom (which is different from the Board Executive Committee) consists of the President & CEO, Managing Director, Chief Investment Officer (CIO), Chief Financial Officer (CFO) and Chief Operations Officer (COO).

  • BOARD EXECUTIVE COMMITTEE

    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

    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

    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

    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

    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.

" 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."
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    BOARD EXECUTIVE COMMITTEE
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    BOARD AUDIT COMMITTEE
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    BOARD RISK & COMPLIANCE COMMITTEE
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    CONFLICT OF INTEREST & RELATED PARTY TRANSACTION COMMITTEE
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    THE NOMINATION AND REMUNERATION COMMITTEE
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    Mohammad A. Abunayyan, Chairman of the Board

    • MEMBERSHIP STATUS : Non-Executive
    • APPOINTED SINCE: 22 June 2008

    With more than 30 years of experience in water desalination and power generation, Mr. Abunayyan serves as Chairman of ACWA Power and Abunayyan Holding, where he is widely recognised as one of the most respected leaders in the water and energy sectors.

    Under his leadership, ACWA Power has grown into a leading private sector energy and water provider, achieving significant milestones in the 14 years since he founded the Company.

    EXTERNAL APPOINTMENTS:
    Mr. Abunayyan serves as chairman and board member of several worldleading organisations, in addition to holding a number of prestigious honorary and leadership positions focused on transforming and diversifying the economy of Saudi Arabia.
    COMMITTEE
    • BOARD EXECUTIVE COMMITTEE
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    Sulaiman A.K. Al Muhaidib, Member of the Board of Directors

    • MEMBERSHIP STATUS : Non-Executive
    • APPOINTED SINCE: 22 June 2008

    Mr. Al Muhaidib is the Chairman of Al Muhaidib Group and a number of companies that include Savola Group, Al Oula Development Company, RAFAL Real Estate Development Company, Al Shamiyah Urban Development Company and Swicorp Joussour.

    EXTERNAL APPOINTMENTS:
    Mr. Al Muhaidib sits on the Board of Directors of Saudi British Bank (SABB), Almarai Company, National Industrialisation Company (TASNEE), Prince Salman Center for Disability Research, Prince Fahad Bin Salman Charity Association for Renal Failure Patients Care and The Centennial Fund.
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    Ibrahim M. Al Romaih, Member of the Board of Directors

    • MEMBERSHIP STATUS: Non-Executive
    • APPOINTED SINCE: 2 January 2013

    Mr. Ibrahim Al Romaih is currently the Chief Executive Officer of Saudi Arabian Investments Company ‘Sanabil Investments’ and was appointed by ‘Sanabil Investments’ to join the ACWA Power Board of Directors. He was first appointed to the ACWA Power Board of Directors in 2013.

    Prior to joining Sanabil Investments in 2009, Mr. Al Romaih was appointed in 2004 by royal decree as the Vice Chairman of the Capital Market Authority (CMA). He has served prior to that from 1985 until 2004 as Assistant Secretary General of the Public Investment Fund (PIF).

    EXTERNAL APPOINTMENTS:
    Mr. Al Romaih is Chief Executive Officer of Sanabil Investments. He is also a member of the Board of Directors of National Commercial Bank, Saudi Arabia and he served as a Board Member and/or Chairman in several local and international companies.
    COMMITTEE
    • CONFLICT OF INTEREST & RELATED PARTY TRANSACTION COMMITTEE
    • BOARD EXECUTIVE COMMITTEE
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    His Excellency Mr. Mohamed T. Al Nahas, Independent Member of the Board of Directors

    • MEMBERSHIP STATUS: Independent
    • APPOINTED SINCE: 6 July 2016

    H.E. Al Nahas is the Governor of the Public Pension Agency in Saudi Arabia. He is also a member of ACWA Power’s Board of Directors, with more than 32 years of experience in banking, business development and management.

    H.E. Al Nahas has served as the general manager of the Alinma Bank’s Retail Banking Group, where he was a founding member of the first bank branch, and is currently tasked with boosting the financial growth of Alinma.

    Prior to joining Alinma Bank, H.E. Al Nahas ascended up the ranks of SAMBA Financial Group from 1984 to 2008, where he last served as Regional Manager of branches in the Middle East.

    EXTERNAL APPOINTMENTS:
    H.E. Al Nahas continues to hold a number of leadership positions at Alinma Bank, and is also a member of the Audit and Risk Committee in Public Pension Agency.
    COMMITTEE
    • BOARD RISK & COMPLIANCE COMMITTEE
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    Tariq M. Al Mutlaq, Independent Member of the Board of Directors

    • MEMBERSHIP STATUS: Independent
    • APPOINTED SINCE: 29 November 2008

    Mr. Tariq Almutlaq is the Managing Director and Board Member of the Almutlaq Group.

    EXTERNAL APPOINTMENTS:
    Mr. Almutlaq serves on the following Boards: Middle East Paper Company, Riyadh Cables Group of Companies, Watani Wealth Management Company, Almutlaq Real Estate Investment Company, Himmah Capital, Jazan Gas Projects Company (JGPC), Daikin Saudi Arabia, Gas Integrated Company (GIC).
    COMMITTEE
    • CONFLICT OF INTEREST & RELATED PARTY TRANSACTION COMMITTEE
    • THE NOMINATION AND REMUNERATION COMMITTEE
    • BOARD EXECUTIVE COMMITTEE
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    Mohsen A. Khalil, Independent Member of the Board of Directors

    • MEMBERSHIP STATUS: Independent
    • APPOINTED SINCE: 6 July 2016

    Mr. Khalil is a veteran with extensive experience in emerging markets and particular expertise in telecoms, information technologies, infrastructure and Cleantech. He served a long executive career with the International Finance Corporation (IFC) and the World Bank. His latest appointment was until the end of 2011 and he was Global Head of the Climate Business Group of IFC with a mandate to mainstream and scale up its ‘green’ investments and advisory activities across all industries and regions. 

    Mr. Khalil has served as board director and advisor for many companies and investment funds at different stages of growth.
    COMMITTEE
    • CONFLICT OF INTEREST & RELATED PARTY TRANSACTION COMMITTEE
    • BOARD EXECUTIVE COMMITTEE
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    Rasheed A. Al Rasheed, Member of the Board of Directors

    • MEMBERSHIP STATUS: Non-Executive
    • APPOINTED SINCE: 22 June 2008

    Mr. Al Rasheed sits on the Board of Directors of ACWA Holding.

    EXTERNAL APPOINTMENTS:
    Mr. Al Rasheed is a member of many organisations in KSA and GCC including Saudi Organisation for Certified Public Accountants (SOCPA), The Saudi Economy Association and The Family Business Council of the Gulf Cooperation Council.
    COMMITTEE
    • BOARD AUDIT COMMITTEE
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    Dr. Ibrahim Al Rajhi

    • MEMBERSHIP STATUS: Non-Executive
    • APPOINTED SINCE: 18 June 2018

    Dr. Ibrahim Al Rajhi is the Chairman of Arabian Cement, one of the leading companies in the Cement Production field, and the Chairman of both Tibah Airports Development Co and Tibah Airports Operation Co.

    EXTERNAL APPOINTMENTS:

    Dr. Al Rajhi was formerly the Chairman of both Mada Infrastructure Holding Co and General Enterprise & Trading Company (GETCO). He was also a board member of Arabian Cement, Al Rajhi Holding Group, Al Ajyal Holding Co, Al Arrab Contracting Co and AL-Watania Poultry.

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    Omar Mohammed Nabil AlMidani

    • MEMBERSHIP STATUS: Non-Executive
    • APPOINTED SINCE: 18 June 2016

    Mr. Omar AlMidani is currently a member of the Board Executive Committee and Chief Executive Officer of Arabian Company for Water and Power Development. Prior to joining Arabian Company, Mr. AlMidani was the Chief Executive Officer of Beatona Company, a Saudi company operating in the waste management and resource recovery field. Prior to that, he served as the Vice President Business Development of Saudi Arabian Trading and Construction Company.

    External appointments:

    Mr Al Midai acts as Chairman of Arabian Qudra Energy Ltd and a director at many organisations in the UAE and KSA, including Jazan Gas Projects Co, Multiforms LLC, Jeddah Water Services Co, Saudi Integrated Waste Management Co, and many others.

    COMMITTEE
    • BOARD EXECUTIVE COMMITTEE
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    Federico Tauber, Member of the Board of Directors

    • MEMBERSHIP STATUS: Non-Executive
    • APPOINTED SINCE: 6 July 2016

    Mr. Federico Tauber has a broad range of experience in business management, investment banking, financial services, real estate and corporate restructuring developed over a career of 20 years in Latin America and nine years in the Middle East.

    Mr. Tauber was President of Tameer Holding Investment where he was responsible for the completion of seven projects comprising more than 3,000 residential units. Prior to joining Tameer he was Vice President of Business Development of Al Rajhi Holding and Managing Director of Citigroup.

    EXTERNAL APPOINTMENTS:
    In addition to leading Gemstone, he is a Board Member of AEP Investment, and Basil Trust.
    COMMITTEE
    • BOARD EXECUTIVE COMMITTEE
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    Raid Abdullah Ismail, Member of the Board of Directors

    • MEMBERSHIP STATUS: Board Member
    • APPOINTED SINCE: 18 June 2018

    With over 15 years of experience in investment, finance and strategy, Raid Abdullah Ismail is on the Board of Directors for ACWA Power, a leading developer of privately financed power generating and desalinated water production plants in the GCC, MENA, South and North Africa and East Europe.  

    He has extensive expertise in business strategy, turnaround and transformation of organizations having worked in various renowned firms in Saudi Arabia across different sectors.

    Raid Abdullah Ismail holds a MBA from London Business School, UK  and is a Chartered Financial Analyst (CFA) Level III Candidate.

    EXTERNAL APPOINTMENTS

    Raid Abdullah Ismail also holds the role of Director – Saudi Equity Investments for the Kingdom of Saudi Arabias Public Investment Fund and and serves as Independent Board Member, The National Agricultural Development Company (NADEC).

    COMMITTEE
    • THE NOMINATION AND REMUNERATION COMMITTEE
    • BOARD EXECUTIVE COMMITTEE
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    BOARD EXECUTIVE COMMITTEE
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    BOARD AUDIT COMMITTEE
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    BOARD RISK & COMPLIANCE COMMITTEE
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    CONFLICT OF INTEREST & RELATED PARTY TRANSACTION COMMITTEE
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    THE NOMINATION AND REMUNERATION COMMITTEE
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    Paddy Padmanathan, Chief Executive Officer and President

    Mr. Padmanathan is a professional civil engineer, with over 35 years of experience. He joined ACWA Power as CEO in 2006.

    Mr. Padmanathan began his career in Black & Veatch (previously John Burrow and Partners), a major global engineering and construction company, latterly serving as a Vice President and Corporate officer. He has worked in the UAE, Algeria, Botswana, Zambia and Swaziland, amongst others.

    Mr. Padmanathan holds a degree in engineering from the University of Manchester and serves on the board of several water and power companies.

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    Thamer Al Sharhan, Managing Director

    Mr. Al Sharhan is a professional engineer with over 30 years of experience.

    Before joining ACWA Power, as Managing Director,  Mr. Al Sharhan was President and Chief Executive Officer of Marafiq; the principal utility company serving the cities of Jubail and Yanbu.

    His career began at SABIC where he rose to become President of Saudi Petrochemical Company (SADAF), President of SABIC Terminal Services Co. (SabTank) and Senior Manager at Arabian Petrochemical Company (Petrokemya).

    He holds a degree in chemical engineering and serves on the board of several companies and charitable foundations. 

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    Rajit Nanda, Chief Investment Officer

    Mr. Nanda is responsible for ACWA Powers’ growth and remains functionally in charge of new business development, legal (projects), acquisitions & divestiture, and corporate and project finance. Mr. Nanda has also led the structuring and financing of Independent Water and Power Projects IPP / IWPPs in Oman, Saudi Arabia, Jordan, Bahrain, Abu Dhabi, Qatar, Thailand, Singapore, Morocco, Turkey and South Africa. He is currently overseeing ACWA Power’s expansion across MENA, Southern Africa and South East Asia.

    Before joining ACWA Power Mr. Nanda was the Regional CFO for Engie’s Middle East, Asia & Africa region. Mr. Nanda sits on the Board of several power and utility companies owned and operated by ACWA Power.

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    Kashif Rana, Chief Financial Officer

    Mr. Rana has over 17 years of power and water sector experience covering all areas of project development, structuring, project financing, security offering and other areas of operational finance and tax structuring. Before becoming CFO, Mr. Rana was Director of Accounting, Controls & Taxation at ACWA Power and CFO for AES Middle East Region.

    Mr. Rana is a Chartered Accountant who qualified in 2001 from the Institute of Chartered Accountants of Pakistan.

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    Lucas Hautvast, Sr. VP Portfolio Management & Strategy

    Mr. Lucas Hautvast began his career with Nedlloyd Lines, a container shipping company, for which he worked in various countries in commercial roles across Europe (France / Portugal / UK and the Netherlands) and Asia (Hong Kong and South Korea). In 2001 he switched to the power industry when he joined ENGIE. With ENGIE he worked as Chief Commercial Officer in The Netherlands and the Philippines, as Head of Strategy and Sales in Bangkok for the Asia Pacific region and as regional CEO for the Middle East, South Asia and Africa region. Mr. Hautvast has extensive experience in Merchant power markets, PPA markets, Strategy, M&A and organizational management.

    Mr. Hautvast holds a MBA of the University of Groningen, The Netherlands and sits on the Board of several power and utility companies owned and operated by ACWA Power.

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    Ahmed AlSudais, Vice President – Human Capital

    Mr. AlSudais brings a wide-range of experience in Human Capital and recruitment to ACWA Power’s portfolio.

    Mr. AlSudais will lead the Human Capital & Talent function in addition to the Marketing & Communications function, and will contribute to building a strong human resource base and an institutionalized environment and culture with the highest levels of professionalism and efficiency.

    Prior to joining ACWA Power, Mr.Al Sudais served as the General Manager - Human Resource at The Saudi British Bank. Prior to that, he worked with National Air Services, Riyadh as CEO and with the Saudi Research and Publishing Co, Riyadh as Deputy Managing Director.

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