Board Committees
As at 31 December 2022, there were four Board committees: Board Audit Committee (“BAC”); Nomination and Remuneration Committee (“NRC”); Board Executive Committee (“BEC”); and Risk Management Committee (“RMC”).
Board Audit Committee and its Report for 2022
Pursuant to Article 51 of the CGR, and in compliance with the CMA Corporate Governance Regulations, the Board Audit Committee was formed by a resolution of the General Assembly dated 05 January 2022. The Board Audit Committee consists of one (1) Independent Director, one (1) Non-Executive Director and three (3) non-Board members, one of which is the Chairman of the Committee. In line with the CMA Corporate Governance Regulation, none of the members of the Board Audit Committee are members of the Executive Management.
ACWA Power operating model
As per the operating model adopted by ACWA Power, the subsidiaries are governed through ACWA Power representatives in the subsidiaries’ Boards and Board audit committees.
Summary of the Board Audit Committee duties and responsibilities performed in 2022
In 2022, the Committee carried out various activities within its scope of responsibilities, of which the main activities were as follows:
- Financial reporting
- Review and recommend to the Board of Directors the approval of the quarterly results and year-end consolidated financial statements.
- Internal audit
- Review and approve the internal audit department’s charter, plan and outputs and ensure whether the function has the necessary authority and resources to carry out its work while maintaining its independence.
- Review and assess internal audit reports and monitor the tracking and follow-up of implementation process determining whether or not appropriate actions are taken in respect of the internal audit recommendations therein.
- External audit
- Review the external auditor’s plan, scope of work, the results of the financial audits, the relevant audit reports and management letter.
- Seek confirmation of the independence of the external auditor, its objectivity, fairness, and effectiveness of the audit activities.
- Confirm that appropriate assistance was given by the Executive Management team to the external auditor and that no difficulties were encountered during the course of the audit.
- Review bids received for external audit services and recommend the appointment of external auditors for the quarterly and year-end audits in 2023.
- Compliance
- Review the report of the Compliance Department on the Company's compliance with the relevant laws, regulations, policies and instructions.
- Review and endorse the related party transaction for the Board’s approval.
- Oversee the existence of a whistleblowing reporting facility which captures, and records matters raised by any stakeholders, including the Executive Management and employees.
Board Audit Committee Assessment of the Internal Audit Control
Based on the outcomes of internal audit reports, meetings with the External Auditor and management’s confirmation, nothing material has come to the attention of the Board Audit Committee that would indicate significant weakness in the system of internal and financial controls. Under the Committee’s supervision, ACWA Power has continued to assess and review its system of internal and financial controls to ensure they remain fit for purpose to support the Company in achieving its strategic objectives, improving the efficiency and effectiveness of operations, and ensuring compliance with all applicable laws and relevant regulations. However, the Board Audit Committee emphasises that due to the geographical spread of ACWA Power’s operations, the Committee is unable to conclude on the comprehensiveness of the internal and financial controls and procedures. The Board Audit Committee supports the management’s on-going efforts to continuously improve the effectiveness and efficiency of the internal and financial control procedures globally.
Profiles of Board Audit Committee members in 2022 who are not Board Directors
Academic and professional qualification
Bachelor’s degree in accounting, University of Toledo, in 1991.
Current positions
- Chairman of the Board, Arab Company for Drug Industries and Medical Appliances (ACDIMA).
- Board & Investment Committee Member & Chairman of the Board Risk Committee, Yanbu National Petrochemical Company (Yansab).
- Board and Audit Committee Member, Tunisian Saudi Bank (TSB).
- Board Member & Chairman of the Board Executive Committee, Al Dowyan Real Estate Group.
- Board & Chairman of the Board Audit Committee at Abdullah Al Othaim Investment Co.
- Board member & Chairman of the Board Audit Committee at East Pipes Integrated Co. for Industry (EPIC).
- Board member & Chairman of the Audit Committee at Tarabot Charitable organisation.
- Founder and Chairman, Khalid Al Rabiah Financial Advisory.
Past professional experience
- Chairman, the Saudi Stock Exchange “Tadawul”.
- CEO, Methanol Chemical Company.
- CFO, Saudi Arabian Amiantit Company.
- Accountant, Saudi Arabian Monetary Agency, SAMA.
Academic and professional qualification
- Chartered accountant, Institute of Chartered Accountants in England & Wales, in 1995.
- Aerospace systems engineering, Southampton University, in 1991.
Current positions
- Managing Director, Chief Audit Executive, Public Investment Fund.
- Member of the Board Audit Committee, Maaden, Mining Company.
- Chairman of the Board Audit Committee, Savvy Games Group.
- Member of the Board Audit Committee, Ceer.
Past professional experience
- Chief Risk & Compliance Officer, Prudential, Indonesia.
- Chief Audit Executive, Prudential Asia.
- Managing Director, Head of Audit, Barclays Bank Asia.
- Regional Head of Audit in UK & Europe, Deutsche Bank.
- Manager, KPMG.
Academic and professional qualification
- Higher Diploma in Management Information Technology Systems, King Saud University, Saudi Arabia, in 1988G.
Current positions
- Member of the Board and member of the Audit Committee of Dr Sulaiman Al Habib Medical Services Group Company since December 2021.
- Member of the Board of ALHassan Ghazi Ibrahim Shaker Company since 2022.
- Vice-Chairman of the Board of Saudi District Cooling Company since 2021.
- Chairman of the Board of Al Ramz Real Estate Company since 2020.
- Member of the Board, member of the Executive Committee, member of the Audit Committee and member of the Nomination and Remuneration Committee of SAL Saudi Logistics Services since 2019.
- Member of the Board of Tarabot Investment and Development Company since 2012.
- Managing Director of Tarabot Investment and Development Company since 2014.
- Member of the Board and Chairman of the Executive Committee, member of the Audit Committee and member of the Nomination and Remuneration Committee of Saudi Airlines Cargo Company since 2012.
- Member of the Board and member of the Executive Committee of Vision International Investment Company (formerly Arabian Company for Water and Power Development) since 2007.
- Member of the Board of Himmah Capital Limited since 2022.
- Member of the Board of Managers and Chairman of the Risk and Audit Committee of Jazan Gas Projects Company since 2015.
- Member of the Board of Managers of Tarabot Air Cargo Services Company since 2014.
- Member of the Board of Managers of ALAthat Company since 2014.
- Member of the Board of Managers of Saudi Integrated Company for Waste Treatment since 2013.
- Chairman of the Board of Managers of Zelan Arabia Company since 2007.
Past professional experience
- Chairman of the Board of Managers at Network Coverage Company for Communication in Riyadh from 2020 to June 2021.
- Chairman of the Board of Managers at Dhahran Valley Colling Company in ALKhobar from 2019 to August 2021.
- Member of the Board of Managers at Integrated Towers Company for Communication in Riyadh from 2019 to August 2022.
- Owner of AL Ramz Real Estate Company in Riyadh from 2017 to August 2019.
- Chairman of the Board of Managers at Saudi Riyadh Cooling Company in Riyadh from 2015 to August 2021.
- Chairman of the Board of Managers at Riyadh Water Production Company in Riyadh from 2015 to 2020.
- Member of the Board of Managers at Global Ports & Railways Company in Riyadh from 2014 to 2019.
- Member of the Board of Managers at Central District Cooling Company in Makkah Al Mukarramah from 2011 to October 2021.
- Managing Director at Saudi District Cooling Company in Al Khobar from 2011 to August 2021.
- Chairman of the Board of Managers at Saudi Dhahran Cooling Company in Al Khobar from 2009 to August 2021.
- Chairman of the Board of Managers at Saudi Tabreed Operations & Maintenance Company in Al Khobar from 2009 to August 2021.
- Board Member at Saudi District Cooling Company in Al Khobar from 2008 to August 2021.
- Member of the Board of Managers at Welspun Middle East Pipes Company in Dammam from 2008 to 2014.
- Member of the Board of Managers at Arabian Japanese Membrane Company in Riyadh from 2008 to 2014.
- Board Member at International Company for Water and Power Projects in Riyadh from 2008 to 2022.
- President & CEO at Arabian Company for Water and Power Development Company (formerly ACWA Holding) from 2007 to 2014.
- Member of the Board of Managers at Shuaibah Water and Electricity Company in Jeddah from 2006 to 2009.
- Board Member at Abdullah Abunayyan Group from 2006 to 2009.
- Member of the Board of Managers at Shuqaiq Water and Electricity Company in Jazan from 2006 to 2009.
- Member of the Board of Managers at Rabigh Water and Electricity Company in Jeddah from 2006 to 2009.
- Member of the Board of Managers at Arabian Company for Water and Power Projects from 2004 to 2011.
- Group Vice-President & Chief Financial Officer at Abdullah Abunayyan Group from 2000 to 2007.
- Senior Management Information Advisor at AL Rashed Certified Public Accountants from 1998 to 2000.
- Senior Management Consultant at AL Rashed Certified Public Accountants from 1996 to 1997.
- Management Consultant at AL Rashed Certified Public Accountants from 1993 to 1995.
- Computer Programmer and Systems Analyst at Royal Saudi Air Force (BDM International) from 1992 to 1993.
- Computer Programmer at Saudi Telecom Company (STC) from 1988 to 1992
Board Audit Committee meetings and attendance in 2022
In the year 2022, there were eleven (11) official Board Audit Committee meetings held. It must be noted that these meetings were planned, and the Chairman did not receive any request by two or more of the Board Audit Committee members to hold an emergency meeting during the year. The record of the members’ attendance is provided below.
Remuneration of the Board Audit Committee during 2022
The members of the Board Audit Committee are paid an annual remuneration of one hundred and seventy-five thousand Saudi Riyals (SAR 175,000) and an attendance fee of three thousand Saudi Riyals (SAR 3,000) for each meeting, during a given year. The Board Audit Committee received a total remuneration of
Board Executive Committee
Pursuant to Article 28 of the Company’s ByLaws, the Company has established a Board Executive Committee which comprises five (5) Board members, appointed by the Board for a period not exceeding the term of the Board membership, exclusively consisting of members of the Board. The Chairman of the Board chairs the Board Executive Committee. The Board Executive Committee is responsible for, amongst other things, receiving and evaluating any proposals submitted to it from, and recommended for approval by, the Executive Management, regarding any project or investment/divestment opportunities and deciding on whether the Company will execute or participate in the proposed project of the proposed investment/divestment opportunity, in line with its approval authorities. In addition, the Board Executive Committee oversees the Company’s business and investment operations by analysing investment policies, strategies, transactions, opportunities and performance of the Company. The Executive Committee executes its responsibilities as outlined below, in accordance with the Company’s Bylaws and Code of Corporate Governance.
- Review and approve investment/ divestment proposals.
- Review and recommend for the approval of the Board of Directors the Company’s five-year business plans, operating plans, the capital expenditure programmes and other studies or plans that will have a significant impact on the operations of the Company.
- Review and recommend for the approval of the Board of Directors the Annual Business Development Plan (ABDP), Strategic Business Development Plan (SBDP) and Strategic Risk Review (SRR) proposed by the Executive Management, which identifies various investments, acquisitions and bid opportunities.
- Without prejudice to the provisions set out in the Company’s Bylaws, review and recommend to the Board of Directors any amendments to existing or any new corporate investment principles or guidelines of a general nature proposed by the Executive Management for the financial assets. For the avoidance of doubt, this does not include individual investments and /or bids where the Board Executive Committee has sole authority.
- Review, endorse and recommend the annual budget for the Board of Directors’ approval.
- Ensure that the Company integrates sustainability in the development of its strategy.
- Review the sustainability action plan proposed by the Executive Management and monitor its implementation to ensure the Company is successful in achieving its sustainability goals.
- Approve Corporate Social Responsibility (CSR) initiatives in and/or out of Saudi Arabia where the Company invests or contemplates to have potential investments as determined by the Board Executive Committee. Furthermore, the Board Executive Committee may delegate such powers to the Chairman and/or the Executive Management.
- Review and/or approve any other matter as delegated from the Board of Directors from time to time.
The Chairman of the Board Executive Committee presents quarterly updates to the Board of Directors on the Сommittee’s discussions, recommendations/ endorsements.
Board Executive Committee meetings and attendance in 2022
In the year 2022, there were twenty-five (25) official Board Executive Committee meetings held. It must be noted that these meetings were planned, and the Chairman did not receive any request by two or more of the Board Executive Committee members to hold an emergency meeting during the year. The record of the members’ attendance is provided below.
Remuneration of the Board Executive Committee during 2022
The members of the Board Executive Committee are paid an annual remuneration of one hundred and fifty thousand Saudi Riyals (SAR 150,000) and an attendance fee of three thousand Saudi Riyals (SAR 3,000) for each meeting, during a given year. The Board Executive Committee received a total remuneration of SAR 902,250 in the given year. The aggregate annual remuneration payable to any member serving on the Board and its Board committees shall not exceed the capped amount of SAR 500,000 per year.
The remuneration paid for their BEC membership is to the extent of the capped amount if applicable.
Nomination and Remuneration Committee
In compliance with the Corporate Governance Regulations and Article 30 of the Company’s ByLaws, the Company has established a Nomination and Remuneration Committee (NRC), on 5 January 2022. The Committee consists of five (5) members, serving for a period not exceeding the term of the Board membership. In line with the CMA Corporate Governance Regulation, as at 31 December 2022, the NRC Chairman is an Independent Board member and there are no Board Executive members serving on the NRC.
The Nomination and Remuneration Committee is responsible, amongst other things, for assisting and providing insights to the Board in fulfilling its fiduciary responsibilities by providing assurance that the leadership and human capital resources required for the Company to achieve its purpose and strategic objectives are available. The Nomination and Remuneration Committee executes its responsibilities as outlined below, in accordance with laws, regulations and the NRC Charter as provided below.
Responsibilities in relation to nomination
- Suggest clear policies and standards for membership of the Board and the Executive Management.
- Recommend to the Board the names of candidates nominated or re-nominated for the membership of the Board and/or Board Committees, in line with the Corporate Governance Regulations and the Company’s Selection Policy, taking into account that such nomination shall not include any person convicted of a crime involving moral turpitude or dishonesty.
- Prepare a description of the capabilities and qualifications required for membership of the Board and Executive Management positions.
- Determine the amount of time that the members shall allocate to the activities of the Board.
- Annually review the skills and expertise required of the Board members and the Executive Management.
- Review the structure of the Board and the Executive Management and provide recommendations regarding changes that may be made to such structure.
- Annually ensure the independence of Independent Directors and the absence of any conflict of interest if a Board member also acts as a member of the board of directors of another company.
- Provide job descriptions for the Executive, Non-Executive and Independent Directors and the Senior Executive Management.
- Set procedures to be followed if the position of a member of the Board or a Senior Executive becomes vacant.
- Determine the strengths and weaknesses of the Board and recommend remedy solutions that serve the Company's interests.
Responsibilities in relation to remuneration
- Prepare a clear policy for the remunerations of the Board members and its committees and the Executive Management, and present such policy to the Board in preparation for approval by the General Assembly, provided that such policy follows standards that are linked to performance, and disclose and ensure the implementation of such policy.
- Clarify the relation between the paid remunerations and the adopted Remuneration Policy, and highlight any material deviation from the Remuneration Policy.
- Review on a periodic basis the Remuneration Policy and assess its effectiveness in achieving its objectives.
- Provide recommendations to the Board in respect of the remunerations of its members, the members of the Board committees and Executive Management, in accordance with the approved policy.
- Without prejudice to the provisions of the Companies Law and the Capital Market Law and their implementing regulations, the Committee shall see that the Remuneration Policy is in line with the following principles and provisions:
- ensure consistency with the Company's approved long-term strategy, objectives and risk appetite;
- provide remuneration packages with a view to encouraging the Executive Management to achieve the success of the Company and its long-term development, by, for example, making the variable component of the remuneration linked to sustained long-term performance;
- determine remuneration based on job level, duties and responsibilities, educational and professional qualifications and competencies, practical experience, skills and level of performance;
- be consistent and proportionate with the magnitude, nature and level of risks faced by the Company;
- benchmark against practices of other similar companies in respect of the determination of remunerations, but avoid the disadvantages of such comparisons in leading to unjustifiable increases in remunerations and compensations;
- attract, retain and promote talented professionals and incentivise them to drive for materially positive business outcomes, aligned with the Company’s approved strategy, objectives and risk appetite;
- without prejudice to the provisions set forth in employment contracts, and/or appointment letters, and applicable law (i.e., the Labor Law), take into consideration situations where remuneration, except for the fixed remuneration, should be suspended or reclaimed if it is determined that such remuneration was set based on inaccurate information provided by a member of the Board, Board committee or the Executive Management, or where a Board, Board committee member and/or Executive Management failed to act in accordance with the Company’s policies and/or codes or violated applicable laws and regulations, in order to prevent abuse of power to obtain unmerited remunerations; and
- regulate the granting of the Company's shares to the Board members and the Executive Management, whether newly issued or purchased by the Company.
Responsibilities in relation to corporate governance
- The Committee shall propose, for the Board’s review and approval, a Code of Corporate Governance for the Company in accordance with the provisions set forth in the Corporate Governance Regulations.
- The Committee shall monitor the implementation of the Code, verify its effectiveness and propose amendments, if and where required, for the Board’s review and approval. To this end, the Committee shall:
- verify that the Company is in compliance with the Code of Corporate Governance;
- review and propose updates to the Code pursuant to statutory requirements and best practices;
- review and propose the development of codes of professional conduct representing the Company's values, and other internal policies and procedures in accordance with applicable best practices; and
- regularly inform the Board members of the developments in corporate governance and best practices.
The Chairman of the Nomination and Remuneration Committee presents quarterly updates to the Board of Directors on the Committee’s discussions and recommendations/endorsements.
Profiles of Nomination and Remuneration Committee members in 2022 who are not Board Directors
Academic and professional qualification
- MSc Business Economics, Erasmus University Rotterdam, Netherlands, in 1986.
- MA Corporate Law, Erasmus University Rotterdam, Netherlands, in 1985.
- MA Private Law, Erasmus University Rotterdam, Netherlands, in 1985.
Current positions
- NRC Member, Saudi Telecom Company.
- RNC Member, The Savola Group.
- Board Member, Almrakez/Cenomi.
- NRC Member, Nesma Company.
- Board Member, Nesma United Industries.
- RNC Member Ghobash Trading & Investments.
- Managing Director, Johan Brand Leadership Advisory.
Past professional experience
- Senior Partner and Consultant, Executive Search, Egon Zehnder.
- Head of Marketing/Director of PCI Management Institute, Pepsi Cola International.
- Brand Management, P&G Benelux.
Academic and professional qualification
- Master’s degree in MB, University of Hull, in 2009.
- Bachelor’s degree in industrial engineering, in 2004.
Current positions
- Chief Human Resources Officer, STC.
- Non-Executive Director, Chairman of the Board, CCC.
- Non-Executive Director, Board and Executive Committee, STC channels.
- Independent Director, Nomination and Remuneration Committee, GOSI.
- Independent Director, Nomination and Remuneration Committee, Economic Cities Authority (ECZA).
- Independent Director, Nomination and Remuneration Committee, First Milling Company.
- Independent Director, Nomination and Remuneration Committee, SPIMACO Addwaeih.
- Independent Director, Nomination and Remuneration Committee, SAMI.
Past professional experience
- HR Planning & Organisation Design GM, STC.
- Human Capital Senior Associate, Mercer.
- Human Resources Head, NUPCO.
- Group Human Resources Head, LAZURDE Group.
- Recruitment Manager / Acting HR Manager, Al Safi Danone.
- HR Specialist, National Air Services (NAS).
- Section Manager – Hyper Panda, Azizia Panda – Savola.
Academic and professional qualification
- MBA, Strategy & HRM from Griffith University, Australia, in 2007.
- BBA, Marketing from Griffith University, Australia, in 2005.
Current positions
- Chief Human Resources Officer at Bupa Arabia.
- Chairman of the Board Nomination & Remuneration Committee (NRC) at Saudi Tourism Investment Company.
- Board Member & Audit Committee Member of Kaffa Efficiency Excellence.
- Member of the Board Nomination & Remuneration Committee (NRC) at Jeddah Downtown.
- Member of the Board Nomination & Remuneration Committee (NRC) at Uptown Jeddah Company.
- Member of the Board Nomination & Remuneration Committee (NRC) at Makkah Health Cluster.
- Member of the Board Nomination & Remuneration Committee (NRC) at Milling Company.
- Member of the Board Nomination & Remuneration Committee (NRC) at Endeavor.
- Member of the HR Committee at SAMA Advisory Council.
Past professional experience
- Chief Human Resources Officer at Bupa Arabia since 2017.
- Director in Human Resources at Procter & Gamble in 2016–2017.
- Global Director in Human Resources at Procter & Gamble in 2012–2016.
- Head of Human Resources at Procter & Gamble in 2007–2012.
Academic and professional qualification
- LLB, University of Dar Aluloom, in 2015.
- LLM, Northwestern University, in 2014.
- MBA from the University of Leicester, in 2008.
- Bachelor's degree in Legal Translation, King Saudi University, in 2002.
Current positions
- Senior Legal Counsel, The Bureau of Experts at the Saudi Council of Ministers.
- Independent Committee Member with the Governance Committee at the Real Estate Development Fund.
- Independent Board Member, Saudi Fransi Financing Company.
- Chair, NRC, Saudi Fransi Financing Company.
- Member, Investment and Securities Committee, Chamber of Commerce.
- WomenSpark Volunteer Board member.
- Founding Partner, Alef-baa Consulting.
Past professional experience
- Counsel, Latham & Watkins.
- Chief Legal Officer, Saudi Stock Exchange (Tadawul).
- Vice-President, Legal and Compliance, and Corporate Secretary, Credit Suisse SA.
- Head, Legal and Compliance, Standard Chartered SA.
- Compliance & Governance Manager, HSBC, Manager.
- Senior Investment Operations Supervisor, Banque Saudi Fransi.
Nomination and Remuneration Committee meetings and attendance in 2022
In 2022, there were thirteen (13) official Nomination and Remuneration Committee meetings. It must be noted that these meetings were planned, and the Chairman did not receive any request by two or more of the Nomination and Remuneration Committee members to hold an emergency meeting during the year. The record of the members’ attendance is provided below.
Remuneration of the Nomination and Remuneration Committee during 2022
The members of the Nomination and Remuneration Committee are paid an annual remuneration of one hundred and fifty thousand Saudi Riyals (SAR 150,000) and an attendance fee of three thousand Saudi Riyals (SAR 3,000) for each meeting, during a given year. The Nomination and Remuneration Committee received a total remuneration of SAR 904,500An educational session was hosted by the Board of Directors, and attended by all members of the Nomination and Remuneration Committee, on 06 February 2022. The attendance fee for board member, H.E. Mr. Ahmed AlHakbani is reflected in the Board Remuneration table. in the given year.
Risk Management Committee
Pursuant to Article 39 of the Company’s ByLaws, the Company has an established Risk Management Committee (RMC) which was formerly known as the Risk and Compliance Committee. The Committee consists of five (5) members, serving for a period not exceeding the term of the Board membership. The Risk Management Committee advises the Board on the Company’s risk appetite, monitors the Company’s principal strategic, financial, operational, business, and reputational risks or exposures, advises and recommends actions to minimise such risks, and provides oversight and guidance as to the overall risk management functions within the Company. The Risk Management Committee executes its responsibilities as outlined below, in accordance with the legal and regulatory requirements, and the Risk Management Committee Charter:
- developing a strategy and comprehensive policies for risk management that are consistent with the nature and volume of the Company's activities, monitoring their implementation, and reviewing and updating them based on the Company's internal and external changing factors;
- determining and maintaining an acceptable level of risk that may be faced by the Company and ensuring that the Company does not go beyond such level;
- ensuring the feasibility of the Company continuation, the successful continuity of its activities and determining the risks that threaten its existence during the following twelve (12) months;
- overseeing the Company's risk management system and assessing the effectiveness of the systems and mechanisms for determining and monitoring the risks that threaten the Company in order to determine areas of inadequacy therein;
- regularly reassessing the Company's ability to take risks and be exposed to such risks (through stress tests as an example);
- preparing detailed reports on the exposure to risks and the recommended measures to manage such risks, and presenting them to the Board;
- providing recommendations to the Board on matters related to risk management;
- ensuring the availability of adequate resources and systems for risk management;
- reviewing the organisational structure for risk management and providing recommendations regarding the same before approval by the Board;
- verifying the independence of the risk management employees from activities that may expose the Company to risk;
- ensuring that the risk management employees understand the risks threatening the Company and seeking to raise awareness of the culture of risk;
- reviewing any issues raised by the Board Audit Committee that may affect the Company's risk management; and
- ensuring the CRSSO (Chief Risk, Strategy and Sustainability Officer), within the scope and authority of his/her risk responsibilities, shall be given the right of unfettered direct access to the Chairman of the Board and to the Board Risk Management Committee.
Profiles of Risk Management Committee members in 2022 who are not Board Directors
Academic and professional qualification
- Master’s degree in Nuclear Engineering, University de Liege, Belgium, in 1978.
- Master’s degree in Climate Change and Environment, King’s College of London, in 2000.
Current positions
- Independent Board member and Executive Committee member, Vision invest international.
Past professional experience
- Non-Executive Vice-Chairman of the Board and Chairman of the Board Executive Committee of NOMAC in the Middle East.
- Member of the Nomination and Remuneration Committee of ACWA POWER.
- Senior Advisor to the CEO and to the NRC, and Chief Risk, Sustainability and Strategy Officer of ACWA POWER.
- ENGIE SA, Head of Business Development Oversight (BDO) and Acting CEO, Middle East Africa-Southeast Asia.
- ENGIE SA, Director Operational Projects.
- INTERNATIONAL POWER, Executive Director, COO.
- GDF SUEZ ENERGY INTERNATIONAL, Regional CEO, Middle East, Asia and Africa.
- WESTINGHOUSE NUCLEAR, Engineering Manager.
- ESKOM, classroom and simulator instructor.
Academic and professional qualification
- Honours degree in politics from the University of New England in Australia in 1982.
Current positions
- Chairman, Eastpoint Partners Limited (Hong Kong).
- Chairman, Asia, Glenfarne Infrastructure Holdings, LLC (New York).
- Vice-Chairman, Private Infrastructure Development Group (London).
- Chairman, Korea Renewable Energy Development & Operation (Korea).
- Deputy Chairman, Australia Korea Business Council.
- Chairman, Camarata Music Company (Korea).
- Chairman, Integra Communications (Korea).
- Advisory Board Member, BlackRock Infrastructure Solutions.
- Advisory Board Member, BrightNight Power (USA).
- Advisory Board Member, Nextwave Partners (Singapore).
Past professional experience
- Chairman of Macquarie Capital Asia.
- Chairman of Macquarie Group (Korea).
- Chairs Eastpoint Partners Limited.
- Head of Government Business, Asset and Infrastructure Group, Macquarie Group.
- Head of Government Business, Bankers Trust Australia.
- CEO, Chief Ministers Department, Australian Capital Territory.
- CEO, New South Wales Department of Transport, Australia.
Academic and professional qualification
- Master’s Degree in Economics, University of Cambridge, in 1977.
- Associate of Chartered Institute of Bankers, in 1980.
Current positions
None
Past professional experience
- Managing Director, SABB Riyadh.
- Deputy Global Head, HSBC Amanah (Islamic Banking) and Chief Administrative Officer, HSBC Bank, Investment Banking.
- Chief Operating Officer, HSBC Bank USA.
- Chief Audit Officer, HSBC Bank, Buffalo, and Chicago.
- Deputy Managing Director, SABB, Riyadh.
- Deputy Chief Executive Officer, HSBC Bank, Singapore.
- Chief Executive Officer, HSBC Bank, Milan.
Academic and professional qualification
- Bachelor's degree in Engineering, Computer Engineering, The American University of Beirut, in 2001.
- Master of Science, Electrical Engineering, University of California, in 2003.
- MBA, INSEAD, in 2009.
Current positions
- Director, Public Investment Fund (Riyadh, KSA).
Past professional experience
- Senior Manager, Masdar (part of Mubadala Investment Company).
- Manager, The Monitor Group, a global strategy consulting firm.
- Software Engineer, Mobiclip (currently Nintendo European R&D).
- Lead Software Engineer, LG Electronics.
Risk Management Committee meetings and attendance in 2022
The Board Compliance and Risk Committee was formed on 3 October 2016. The Committee was renamed as the Risk Management Committee (RMC) on the Company’s listing date. The Committee had (7) official meetings during the year 2022, as provided below.
Paid Remuneration of the Risk Management Committee during 2022
The members of the Risk Management Committee are paid an annual remuneration of one hundred and fifty thousand Saudi Riyals (SAR 150,000) and an attendance fee of three thousand Saudi Riyals (SAR 3,000) for each meeting, during a given year. The Risk Management Committee received a total remuneration of SAR 823,500An educational session was hosted by the Board of Directors, and attended by all members of the Risk Management Committee on 06 February 2022. The attendance fee for board member, Dr. Madelyn Antoncic is reflected in the Board Remuneration table. in the given year.
Previous Board of Directors
The Board of Directors whose term commenced on 5 July 2019 and ended on 4 January 2022 (previous Board of Directors) held only one (1) meeting prior to the end of the term. Meanwhile, the previous Board committees did not hold any meetings in the current year.
The previous Board of Directors comprised eleven (11) esteemed and highly experienced individuals in the regional and international business community, under the chairmanship of Mr Mohammad Abunayyan. The below table outlines the Directors’ names, titles, membership status and appointment dates.
The members of the previous Board of Directors were paid an annual remuneration of three-hundred and fifty thousand Saudi Riyals (SAR 350,000) and an attendance fee of three thousand Saudi Riyals (SAR 3,000) for each meeting. The Board of Directors received a total remuneration, inclusive of fixed and variable remuneration, in their capacity as Directors and members of Board committees (if applicable) until 4 January 2022 of SAR 72,196.
As at 3 January 2022, the Previous Board of Directors had one (1) Board meeting. The record of such attendance is provided below: