Board of Directors
Governance body
The Board of ACWA Power is the ultimate responsible body within the Company that is elected by the Ordinary General Assembly, in accordance with applicable laws and regulations. Without prejudice to the Capital Markets Law, Companies Law, applicable regulations, the Company’s Bylaws and the internal governance of the Company, the Board assumes the responsibility of providing direction, guidance and leadership on strategy, operations, and business expansion in the Kingdom of Saudi Arabia and internationally, while assessing opportunities, challenges, risks and associated mitigative measures. Furthermore, the Board oversees the Company’s internal controls, compliance framework and risk register.
The Board is vested with full powers by the Shareholders to manage the business of the Company and supervise its affairs, as per the Company’s Articles of Association and Bylaws. To optimise the management of the Company and upon appointment on 5 January, 2022, the Board restructured its committees into four functional Board Committees (the ‘Board Committees’). Board Committees have been established to assist and provide insight and support to the Board in fulfilling its fiduciary responsibilities, namely the Board Audit Committee; the Nomination and Remuneration Committee; the Board Executive Committee; and the Risk Management Committee. All Board Committees have their respective charters that stipulate the respective Board Committees’ roles, responsibilities and delegated powers within the context of their specific expertise. The Board Committees deliberate and oversee various matters and provide quarterly updates and reporting to the Board for information, guidance and/or approvals, as applicable. In addition to committees mandated by regulations, the Board may at any time establish specialised committees, as may be needed, for effective governance, oversight, and operations of the Company.
The Board Term:
The Board Term began on 5 January, 2022 for a period of three years ending on 4 January, 2025. Subsequently, the Board at its meeting held on 16 January, 2022 resolved to appoint Mr Mohammad Abdullah Abunayyan (Non-Executive Member) as Chairman of the Board; Mr Suntharesan Padmanathan (Executive Member) as Vice-Chairman of the Board; Mr Mohammad Abdullah Abunayyan and Mr Suntharesan Padmanathan as the Company’s representatives in front of the Capital Market Authority and the Saudi Exchange; and Ms Hager Al Twegieri as Secretary of the Board. As per the Company’s Bylaws, the term of a director is for a period not to exceed three (3) years, subject to renewal or extension by the ordinary general assembly. Nevertheless, there is no limit on the number of terms that a non-executive/executive Board member may serve on the Board.
On 29 November, 2022, the Company published an announcement on the Saudi Exchange regarding the Board’s recommendation to increase Board seats from 11 to 12 upon the effectiveness of the Companies Law issued by Royal Decree No. (M/132) dated (1/12/1443H) and its implementing regulations and to start of the nomination period for the 12th Board seat to be elected during the next Extraordinary General AssemblyThe Company's Extraordinary General Assembly, held on 12 February 2023, elected Mr Raad Al-Saady as the twelfth member of the Board for the current Board term. Subsequently, the Board on 14 February 2023 resolved to appoint Mr Raad Al-Saady as Vice-Chairman of the Board and Managing Director, considering Mr Paddy Padmanathan had voluntarily requested from the Board to be relieved of his role as Vice-Chairman while remaining as a Board member for the remainder of the current Board Term..
The Board of Directors of ACWA Power assumes the responsibility of providing direction, guidance and leadership on strategy, operations, and business expansion, while assessing opportunities, challenges, risks and associated mitigative measures and ensures its implementation, including commitments in terms of environmental, social and governance responsibilities.
The Board of Directors encompasses a wide variety of ESG competencies.
Key expertise related to our ESG ambitions and strategy
Key environmental areas of expertise:
- Energy transition
- Environmental management
- Waste management
Key social areas of expertise:
- Local and regional knowledge and content
- Health and safety
- Human capital development key governance areas of expertise
- Strategic partnership
- Stakeholder dialogue
- Regulatory environment
- Strategic oversight, corporate strategy, governance and risk management
- Digital transformation and innovation
Board Committees
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.
Board Audit Committee
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 5 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 whom is the Chairman of the committee. In line with the CMA Corporate Governance Regulations, none of the members of the Board Audit Committee is a member of the Executive Management.
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 of 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, to assist and provide insight 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 met. The Nomination and Remuneration Committee executes its responsibilities in accordance with laws, regulations and the NRC Charter.
Board Risk Management Committee
Pursuant to article (29) 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 provide oversight and guidance as to the overall risk management functions within the Company. The Risk Management Committee executes its responsibilities in accordance with the legal and regulatory requirements, and the Risk Management Committee Charter.
For further details on the Board Committees and other corporate governance mechanisms, kindly refer to the Governance section of the Annual Report
Board of Directors as at 31 December 2022
The Board of Directors – nomination and selection
As a publicly listed company in Saudi Arabia, ACWA Power is obliged to adhere to the KSA Companies Law and its implementing regulation, including the Capital Market Authority’s Corporate Governance Regulation whereby prior to the end of a Board term, the Company issues an announcement on the Saudi Exchange website to commence the nomination period for the new Board term. The public is accordingly able to submit their nomination, in line with the Policy & Procedure for the Selection of Board Directors, Board Committees and Executive Management. The nominees are then reviewed by the NRC to ensure adherence to the Policy and submitted to the Shareholders via the General Assembly, for consideration. The members of the Board of Directors shall be elected in the General Assembly meeting by cumulative voting of shareholders. Please refer to the enclosed policy for more information.
As per the latest Board evaluation, conducted by a third-party, the Board has moderate experience and knowledge in ESG. One of the training sessions we intend to hold before the end of Q1 2024 will focus on ESG.
Please refer to Board of Directors
