The Board is of the opinion that Global operated in an environment of good Corporate Governance.
The key terms of reference in the Board’s mandate, which form the basis for its responsibilities, are to:
- set and agree Global’s objectives, strategies and plans for achieving those objectives;
- at least annually review the Corporate Governance process and assess achievement against objectives;
- delegate to sub-committees of the Board, the Chairperson and Executive Directors or any Senior Executive any of the powers, authorities and discretions vested in the Directors, including the power of sub-delegation as they consider necessary to enable the day to day management of Global’s business. Delegate similarly and as appropriate such powers, authorities and discretions to any subsidiary company’s Board as may exist or be created from time to time;
- determine the terms of reference, policies and procedures of all Board Committees, and review their reports and minutes;
- consider and evaluate reports submitted by members of the Board Committees;
- ensure that an effective risk management process exists and is maintained throughout the Group;
- review and monitor the performance of the Chairperson, Group CEO, Executive Directors, Executive Management and the Committees;
- ensure adequate succession planning exists for the Chairperson, Group CEO, Executive Directors and Executive Management;
- establish (or delegate to sub-committees) and review annually, and approve, changes to Company policies, on recommendation from the Board Risk Committee;
- approve the remuneration of each Director of the Board, the Group CEO and Executive Management, based on the recommendations made by the Board Remuneration Committee, and where relevant, recommend to the shareholders for approval;
- approve capital funding for Global, and the terms and conditions of rights or other issues and any prospectus in connection therewith;
- ensure an adequate budget and planning process exists, approve annual budgets for the Group. Ensure that performance is measured against approved budgets and business plans;
- recommend acquisitions, mergers, takeovers, divestments of operating companies, equity investments and new strategic alliances by the Group to the shareholders for their approval, when and as required by local law;
- receive, consider and approve any recommendations from the Board Audit Committee to amend accounting policy or practice;
- consider and approve the annual financial statements, interim statements, dividend announcements and notices to shareholders, and consider and agree the basis for considering the Group to be a going concern as per the recommendation of the Board Audit Committee;
- assume ultimate responsibility for financial, operational and internal systems of control, and ensure adequate reporting on these by committees to which they are delegated;
- take ultimate responsibility for regulatory compliance and ensure that reporting to the Board is comprehensive and in line with international best practices;
- ensure a balanced and understandable assessment of the Group’s position in reporting to stakeholders;
- approve Group borrowing and indebtedness requirements; and
- specifically agree from time to time, matters that are reserved for its decision, retaining the right to delegate any of these matters to any Committee from time to time in accordance with the Articles of Association.
The Board seeks to exercise leadership, integrity and judgment in pursuit of our strategic goals and objectives to achieve long-term sustainable growth and prosperity.
The Board, including the Chairperson, comprises of six Non-Executive Directors and one Executive Director.
- Ibrahim Saad, Chairman (representing NCH Ventures S.P.C.)
- Maha K. Al-Ghunaim, Vice Chairman & Group CEO
- Khalid Al-Shamsi, Independent Director
- Hamad T. Alhomaizi, Independent Director (representing Al-Shaab Holding Company)
- Abdul Wahab Al-Halabi, Director (representing NCH Ventures S.P.C.)
- Arul Kandasamy, Director (representing NCH Ventures S.P.C.)
- Ali Ojjeh, Director (representing NCH Ventures S.P.C.)
Role of the Chairperson
The Chairperson of the Board performs the significant role of ensuring proper functioning of the Board, maintaining open lines of communication among the Board of Directors, fostering an environment of trust and transparency and ensuring that the decision making process of the Board is robust and based on accurate information. The Chairperson is a conduit between the Board of Directors and Executive Management to ensure that channels for constructive dialogue are established and managed effectively.
The Chairperson of the Board also ensures that the Executive Management is aware of important issues discussed by the Board. The Chairperson facilitates the provision of necessary tools, information and guidance to the Executive Management for sound and timely decision making. In lieu of the same, Executive Management has an obligation to provide the Board with appropriate and timely information about the decisions taken.
Three non-executive Director(s) is (are) totally independent. The factors the Board has taken into account in determining the independence of Directors are in line with the CMA Decision on Corporate Governance, issued in July 2013.
Skills, knowledge, experience and attributes of Directors
The Board considers that the skills, knowledge, experience and characteristics of the Directors are appropriate to their responsibilities and our activities. The Directors bring a range of skills to the Board, including, but not limited to:
- International and regional experience;
- Technical expertise of the business, regulatory and economic environment, in which Global operates; and
- Financial sector experience and knowledge
The skills and experience profile of the Board is reviewed regularly by the Board Nomination Committee to ensure an appropriate and relevant Board composition.
Board Meetings and Attendance
All Directors are expected to attend Board meetings and meetings of the Board Committees on which they serve. They are expected to prepare for each meeting in advance and to dedicate sufficient time at each meeting as necessary to properly discharge their responsibilities to the Company and its shareholders. Material useful in preparing for meetings is distributed to the Board in advance of each meeting.
Board meetings are scheduled at the commencement of each calendar year and held at least once per quarter. Directors are provided with comprehensive documentation to enable their consideration regarding the issues on which they will be requested to make decisions.
Board documentation typically includes:
- Quarterly financial statements;
- Quarterly status reports from Group Risk Management, Group Internal Audit and Compliance;
- Minutes of the previously held Board Committee meetings;
- Aspects/ developments within each of the operating divisions; and
- Reports on significant regulatory issues.