Mumtalakat 2017 Annual Report

Our
Governance

CORPORATE

GOVERNANCE

As a Bahraini company, we operate in compliance with the Bahrain Code of Corporate Governance, which aims to establish best-practice corporate governance principles in Bahrain.

A principal purpose of the Code is to define the relationship between the board of directors, the managers, and the shareholders of a company to ensure transparency, accountability, fairness and responsibility in firms of all sizes. Although the Code currently applies to listed companies, we encourage our portfolio companies, whether listed or unlisted, to operate in compliance with the Code.

We are also subject to regular audits of our operations by external auditors, internal auditors and the National Audit Offices of the Kingdom of Bahrain.

Underpinning our commitment to implement sound corporate governance practices, we’ve opted for the voluntary adoption of the Generally Accepted Principles and Practices of Sovereign Wealth Funds (the Santiago Principles).  The guiding purpose of the Principles is to establish transparent and sound governance structures that promote appropriate governance and accountability and sound conduct of investment practices by sovereign wealth funds.

ASSISTING OUR BOARD

BOARD INVESTMENT COMMITTEE

Independent of senior management and any executive directors, the Board Investment Committee is a non-executive committee with at least one independent director. Convening at least four times a year, the Committee is responsible for reviewing and approving investment and divestment opportunities; monitoring credit risks and other issues related to specific investments.

BOARD COMPENSATION & GOVERNANCE COMMITTEE

Composed of three non-executive directors and appointed by the Board, the Board Compensation and Governance Committee assists our Board in identifying and nominating individuals to serve as Board sub-committee members; recommends the remuneration and rewards policy for employees and, particularly, for our executive directors and executive management team; supports the Chairman of the Board in the performance review of the Board and its sub-committees; and establishes our corporate governance framework.

BOARD AUDIT & RISK COMMITTEE

This Committee assists our Board of Directors in independently ensuring and maintaining oversight of our financial reporting system, internal control and risk management processes, audit functions and legal and regulatory requirements. Its responsibilities include assisting our Board in identifying and managing principal financial and compliance risks; approving the internal audit plan undertaken by the Internal Auditor; assessing the independence, accountability and effectiveness of the external auditor; and evaluating the adequacy and effectiveness of our procedures and systems including the management reporting processes; and ensuring compliance with legal and regulatory requirements and internal policies. Appointed by our Board and convening at least four times a year, the Committee comprises a minimum of three independent non-executive directors.

ASSISTING OUR MANAGEMENT

MANAGEMENT EXECUTIVE COMMITTEE

This Committee assists the Board in fulfilling its oversight responsibilities in relation to our strategy, governance, budget, financing plans, operations, corporate social responsibility and staff-related matters. Including the Chief Executive Officer, the Chief Investment Officer, the Chief Financial Officer and the General Counsel, the committee, which meets on a weekly basis, oversees the day-to-day performance of Mumtalakat’s operations.

MANAGEMENT INVESTMENT COMMITTEE

The Management Investment Committee oversees the investment activities of Mumtalakat. The members of the Committee comprise the Chief Executive Officer, as Chairman of the committee, the Chief Investment Officer, the Chief Financial Officer and the General Counsel. The risk manager serves as an advisor to the committee. They meet on a weekly basis, or as often as required.

EQUAL OPPORTUNITY COMMITTEE

Promoting equality and diversity in the workplace, this Committee reviews and recommends gender parity programmes and activities and makes recommendations on all matters relating to the achievement of equal opportunity within Mumtalakat.