Corporate governance framework
Striving for corporate excellence
Corporate governance framework
In its effort to act in the best interests of its shareholders by delivering sustainable shareholder value and to ensure compliance with the Corporate Governance Regulations issued by the Capital Market Authority (‘CMA’) of Saudi Arabia, ACWA Power uses a Corporate Government Framework (the ‘Framework’) that models best practice as defined by the CMA and the Companies Law (the ‘Law’) of Saudi Arabia in addition to other applicable benchmark practices and standards. To this end we have four independent Board members and a total of 11 non-Board members on our committees.
The Company aims to be a world-class entity in its corporate governance affairs by continuing to model its framework in line with international best practice in terms of transparency, sufficient disclosure and fair administration. The IPO process in 2021 was helpful in both confirming the high standard that the сompany has achieved ever since it adopted a code for corporate governance in 2009 while it was still a private company and allowing it to identify and capture opportunities to further reinforce and upgrade its governance standards.
The key sources for the application codes (‘Codes’) under the Framework are the Corporate Governance Regulations and the Rules on the Offer of Securities and Continuing Obligations issued by the CMA in addition to corporate governance best practices.
The сompany has adopted a Code of Corporate Governance (‘Code of CG’), in line with applicable laws and regulations, which was approved by the Board of Directors of ACWA Power (the ‘Board’) on 7 April 2021 (corresponding with 25 Sha’aban 1442H) to support and adopt principles of good governance, including accountability, transparency, responsibility and fairness. Further, the сompany, guided by its Board of Directors, continues to assess and examine its governance agility by comparing its systems with established international practices in order to further strengthen its internal reporting, disclosures and controls.
To ensure effective, consistent, and continuous application of the governance standards set by the Code of CG, the Company has implemented several policies and manuals, including but not limited to:
- Code of Corporate Governance
- Board and Board Committee's charters
- Policies and criteria for the selection of Board Members, Committee Members and the Senior Executives consistent with capital market requirements and guidelines and shareholders' rights
- Remuneration Policy
- Code of Business Conduct and Ethics Policy
- Compliance management framework
- Related Party Transaction and Conflict of Interest Policy regulating, amongst other things, conflict categories as it pertains to Directors, Senior Executives and employees
- Documentation and Retention Policy
- Third-party due diligence and KYC Policy
- Distribution of Dividends Policy
- Whistle-blower Policy
- Company Stakeholders Policy
- Disclosure and Transparency Policy and Procedures
Our corporate governance approach
Our corporate governance approach guides our actions in our endeavour to uphold the highest professional and ethical business standards to build the environment of trust, transparency and accountability necessary for fostering long-term sustainable growth.
Supported by a robust framework designed to enhance accountability through the recognition and management of all risk areas, our comprehensive corporate governance structure specifies the distribution of roles and responsibilities among various stakeholders within the organisation, including our Board of Directors and its four functional Board committees, our senior management and our employees.
