Corporate Governance

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Corporate Governance

At ENOC, we believe that effective corporate governance is an essential driver of value.

Our governance structure ensures we are ultimately accountable to our key stakeholders, as well as establishing policies and management systems that contribute to efficiency and effective operations. We continually focus upon the potential to make improvements in our corporate governance, incorporating successful standards practiced elsewhere.

ENOC Board

The ENOC board takes responsibility for the preservation and enhancement of the value of the company, relying on senior management, external advisors and auditors to ultimately satisfy our key stakeholders.

The board oversees ENOC's performance objectives, initiatives, financial plans, budgets, investments, risk management and corporate governance practices. Regular meetings are held in order to discuss key decision making issues, assign specific responsibilities and address key reports.

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Audit Committee

The Audit Committee is responsible for assisting the board in fulfilling the financial aspect of its governance responsibilities. The committee oversees the financial reporting process, including the internal control structure, procedures for financial reporting and monitoring the integrity and appropriateness of financial statements.

The committee also ensures independence in terms of the internal audit function and the selection, compensation, independence and performance of statutory auditors.

Investment and Tender Committee

The Investment and Tender Committee takes responsibility for the overall review of all major investments, capital acquisitions, asset selling, dilutions of equity and buy-outs, ensuring a strategic evaluation and vetting process before recommendations are made to the board for appropriate action.

The committee oversees the internal controls and procedures for all procurement ad tender activities within ENOC, and is headed by Mr Ahmad Sharaf, Board and Audit Committee Member and consists of all the Executive Committee members.

Group Chief Executive Officer

Our Group CEO is responsible for setting the overall tone of the business and encouraging strong growth by developing high-level strategies. His main responsibilities include making major corporate decisions, managing the overall operations and resources, and acting as the main point of communication between the board and corporate operations. In order to assist the CEO, the following committees have been established:

Executive Management Committee (EXCOM)

Executive Risk Management Committee (ERMC)

HR Executive Committee (HREC)

EHSQ Steering Committee (EHSQC)

IT Steering Committee (ITSC)

Group Credit Committee

Shared Services Executive Committee (SSEC)

Executive Management Committee (EXCOM)

The EXCOM investigates and implements potential synergic partnerships between different operating segments of ENOC, in order to meet new challenges and accomplish the targets set out within company strategies.

The EXCOM is headed by the CEO, and members consist of the Managing Directors of all business segments, the Chief Financial Officer and Executive Directors of Environment Health Safety Security and Quality (EHSSQ) Corporate and Shared Services. The EXCOM is a recommendatory body, the recommendations of which are conveyed to the ENOC Board via the CEO.

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Executive Risk Management Committee (ERMC)

The ERMC is chaired by the CEO, includes all EXCOM members and the manager of Risk Management as the Secretary of the Committee. The ERMC provides a platform to facilitate a consolidated review of all significant risk management issues faced by the group, as well as reporting risks to the board.

The committee also provides supports to management by assisting in the continuous monitoring of risk management framework, including policies, procedures and practices used in managing risks.

HR Executive Committee (HREC)

The HREC is headed by the CEO and includes all EXCOM members along side an HR representative. The HREC considers and reviews strategic HR issues, some of which include manpower, plans for Emiratisation, performance and reward management systems, talent development initiatives, and succession plans. The committee also monitors employee engagement levels and recommends other HR initiatives for implementation.

EHSQ Steering Committee (EHSQC)

The primary function of the EHSQC is to assist each business segment in fulfilling their EHSQ associated responsibilities. This involves the review of EHS performance-related information, systems of internal controls and management systems based on EHSQ policies and principles and in compliance with EHS related laws, regulation and ethics.

The EHSQC also ensures that EHS assessment controls are effective in operations and are efficiently and economically carried out. Chaired by the CEO, the EHSQC includes all EXCOM members and the Director of EHSQ.

IT Steering Committee (ITSC)

The primary objective for the ITSC is to ensure that 'business solutions' are put in place to achieve the overall corporate mission. The ITSC oversees the group's information technology function and its activities. Chaired by the CEO, the ITSC include all EXCOM members and the Director of IT.

The ITSC is involved in planning and control functions, however, detailed strategy and implementation is the sole responsibility of the respective IT organisation and respective project steering committees.

Group Credit Committee

The Group Credit Committee is the highest authority in terms of credit decision-making. The committee oversees, reviews and directs the management of credit risk across the group.

The committee is headed by the CEO, with other members including the CFO, Executive Director, EHSQ & Corporate Affairs and Executive Director of Shared Services.

Shared Services Executive Committee (SSEC)

The SSEC provides the overall direction and strategy and oversees policy, stewardship, financial management and operations of all shared services departments. The committee comprises all EXCOM members, plus the Manager of Shared Service Planning & Customer Management.

External Auditors

Reporting to the shareholders, PricewaterhouseCoopers (PwC), the group's external auditors, are fully independent of ENOC in providing their professional and statutory services.

Internal Audit & Business Ethics (IA&BE)

The Internal Audit and Business Ethics Department (IA&BE) was established by the Audit Committee, with its authority and responsibility defined by the Internal Audit and Business Ethics Charters.

IA&BE independently and objectively conducts audits in line with Internal Audit & Business Ethics Plans approved by the AC (for wholly owned ENOC entities and departments) as well as by Boards & Audit Committees of other non-wholly owned ENOC entities. IA&BE reports on audit plan progress and status of audit issues directly to the relevant audit committees/boards.

Internal Controls

The group regards internal controls as a pivotal component of its operations and has established systems in line with best practices.

Internal controls are continuously monitored, updated and modernised as necessary in accordance with the contemporary business environment. The group has determined a number of control activities in line with the nature of business operations and assigned responsibilities in such a way that mutual supervision is in effect.

Code of Business Conduct

As we move forward, we must effectively meet industry challenges and collectively understand the responsibilities that come with being a growing, successful organisation. A key component of this is to ensure we understand ethics and ethical business practices.

To this end, we have produced a Code of Business Conduct handbook (henceforth referred to as 'the code') as a companion and guide for all ENOC employees.

The code is a management tool that establishes our corporate values, responsibilities, obligations, ethical ambitions and the way we function. The code is by no means intended to be exhaustive, but will provide direction, assisting us in taking responsible actions in an increasingly complex business environment.

Having the code is not enough, as it can only be effective and useful with committed dissemination, implementation, monitoring and embedding at all levels, which will positively influence employee behaviour and contribution to the organisation.

All ENOC employees, agents, consultants, contractors, representatives and suppliers are ultimately responsible for conducting themselves in an ethical and integral manner in compliance with applicable laws (i.e. everyone working for or with ENOC must uphold the highest standards of business integrity and ethics in the conduct of all group activities).

The code signifies ENOC's long-standing commitment to conduct our business in compliance with all applicable laws and regulations, in accordance with the highest ethical principles and continuous integrity.

Compliance with our legal and ethical obligations is the responsibility of every employee and representative of ENOC, as is the responsibility to acknowledge and report potential non-compliance relating to these obligations. A reporting can be made directly through the respective supervisor, manager or the Business Ethics Committee (BEC).

For this purpose, ENOC facilitates an Ethics Line, run by an external and independent hotline operator. The ENOC Ethics Line is intended to assist and protect personnel who believe they have witnessed any form of malpractice that contravenes the code; including, fraud, financial malpractice, bribery, kick-backs, harassment, bullying, misuse of ENOC premises and equipment and violation of ENOC's policies and procedures.

Risk Management

ENOC has adopted an Enterprise Risk Management (ERM) framework to address the full spectrum of risks that face our business. The integrated, structured and disciplined approach to risk management ensures that potential risks that may adversely impact our strategic efforts will be responded to quickly and positively. Meanwhile, opportunities that could provide avenues of growth and development are channelled back into the strategy and objective-setting process.

Additionally, in view of the current economic scenario and competitive environment, a cohesive approach to risk management ensures that resources are channelled to address key strategic, operational and financial risk in the most effective and efficient manner.

Everyone has a role to play in the group's ERM. This entails understanding of the risks and opportunities facing our businesses, assessing exposure and taking action to effectively respond in order to preserve and maximise value.

ENOC Board Members

We believe that corporate governance sets the stage for effective and efficient leadership, which is critical to the success of today's organisations. Our board is the highest-level authority within the group and our board members are our corporate stewards, overseeing all management aspects. The board makes all major leadership decisions for ENOC, these include choosing management individuals, setting the strategic direction ...

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ENOC MANAGEMENT

We have assembled a team of experienced industry leaders who understand the market place, customers, competition, risks, opportunities and what it takes to successfully guide an integrated globaoil and gas group...

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