• 27+ GW

    of power

    power
  • 3 million M3 day

    of desalinated water

    water

Governance and Management

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ACWA Power’s corporate governance structure consists of a Board of Directors and a further five functional Board Committees, responsible for reviewing the Company’s operations within their particular areas of expertise and who then present their findings and suggestions to the Board of Directors.

Those functional Board Committees are:

  • Board Executive Committee;
  • Board Audit Committee;
  • Risk & Compliance Committee;
  • Nomination, Remuneration & Governance Committee; and
  • Conflict Of Interest & Related Party Transaction Committee.

The Company Board, its advisors, its functional committees, Company management and employees, shareholders and direct stakeholders
are guided by the Company’s Corporate Governance Guidelines and Procedures and Code of Ethics.

LEADERSHIP OF THE COMPANY

The Board of Directors has 10 members, comprising representatives from our shareholders in addition to a selection of experienced
independent members who are experts in the industry. The Directors and the Board Committees provide disciplined oversight and guidance, and the management team leads, supervises and controls the Company with uncompromising integrity. The Directors bring deep and
wide-ranging experience of corporate governance, operations and maintenance, finance, business development and institution building. The
management team’s leadership skills are complemented by their academic and professional qualifications in the fields of administration, management, finance and engineering.


The Executive Management Committee, ExCom (which is different from the Board Executive Committee) consists of the President & CEO,
Managing Director, Chief Investment Officer (CIO), Chief Financial Officer (CFO) and Chief Operations Officer (COO).

BOARD AUDIT COMMITTEE
The members of the Board Audit Committee have the required knowledge and experience of accounting standards, risk management and
commercial laws that enable them to perform their functions.
During the year, the Committee reviewed key internal audit findings covering operational, risks, financial and compliance areas. Internal Audit
function also presented report and findings on internal control system. The Committee ensures that the financial statements are prepared in
accordance with International Financial Reporting Standards as adopted by Saudi Arabia by early adopting the same in preparation of 2017
financial statements. The Committee, through self-assessment, annually evaluates its performance, reviews the status on compliance of its
obligations under the Charter and confirms that it fulfils its duties and responsibilities.

The Committee is chaired by an independent member of the Committee.

BOARD RISK & COMPLIANCE COMMITTEE
The Risk & Compliance Committee is to assist the Board in executing its fiduciary responsibility for overseeing and reviewing: (i) management’s
identification and evaluation of the Company’s principal strategic, financial, operational, business and compliance risks, including the
Company’s risk management framework and the policies, procedures and practices employed to manage risks; and (ii) the Company’s
compliance programme.
This Committee supports the Board to monitor the risk environment for the Company and provides direction for the activities to mitigate the
risks that may adversely affect the Company’s ability to achieve its goals.
The Committee is chaired by an independent member of the Committee.

BOARD EXECUTIVE COMMITTEE
The Board Executive Committee is a standing committee of the Board deriving its powers under full delegation of responsibility from the
Board of Directors. The Board Executive Committee consists of six members as of the end of December 2017 who are appointed by the Board and all of whom are members of the Board of Directors. The Board Executive Committee held eight meetings during 2017.
The primary purpose of the BEC is to review and recommend for approval to the Board of Directors the five-year business plans, operating
plans, the capital expenditure programmes and other studies or plans that will have a significant impact upon the operations of the Company.
Company management regularly engages with the BEC to share its insights and analysis on potential new investments and seek its sanction to progress. The BEC in turn has full authority to: approve investments and acquisitions; approve the submittal of binding bids in relation to any project; sanction further changes or revisions in the Company’s investments or bids submitted; and to conclude all agreements and contracts.
The principal purpose of the Board Executive Committee is to give its directions, guidelines and approvals relating to investments in projects, strategic business plans and related decisions. The Committee also reviews the Company budget, oversees the development of projects, in line with the powers delegated to the Committee.

CONFLICT OF INTEREST & RELATED PARTY TRANSACTION COMMITTEE
The Conflict Of Interest & Related Party Transaction Committee’s primary purpose is to review and approve any related party transaction and conflict of interest situation as provided for under the Companies bylaw and the Corporate Governance Regulations issued by the Capital Market Authority, and as set out in the ‘Related Party Transactions and Conflicts of Interest Policy’ (the “RPTCI Policy”) approved by the Board.
It is constituted by the Board and performs its functions, drawn up in a charter, which complies with the Code of Corporate Governance
approved by the Board. The Committee supports the Board to review and approve matters and transactions that involve related party
transactions with its direct shareholders and potential conflicts of interest within the Company. This includes the review of disclosures in the
Annual Report or financial statements of the Company on materially significant related party transactions. Any approval or rejection given by the Conflict Of Interest & Related Party Transaction Committee is considered as having been given by the Board themselves.
The Conflict Of Interest & Related Party Transaction Committee met four times in 2017. The Committee consists of three members, with the Chairman being an independent member of the Committee. 

THE NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee performs its functions, drawn up in a charter, which complies with the Code of Corporate
Governance approved by the Board. The Nomination and Remuneration Committee formed to assist the Board of Directors in performing
their duties and responsibilities related to policies and standards of the appointment of members of the Board, policies and allowances of the
Board members and senior executives.
The Committee consist of four members.

"We believe a sound corporate governance framework is critical to our business success. Therefore, we continuously strive to attain higher levels of accountability, transparency, responsibility, and fairness in all aspects of our operations."
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    Mohammad A. Abunayyan, Chairman of the Board

    APPOINTED SINCE: 22 June 2008
    INDEPENDENT:  Non-Executive

    With more than 30 years of experience in water desalination and power generation, Mr. Abunayyan serves as Chairman of ACWA Power and Abunayyan Holding, where he is widely recognized as one of the most respected leaders in the water and energy sectors.

    Under his leadership, ACWA Power has grown into a leading private sector energy and water provider, achieving significant milestones in the 14 years since he founded the company. Mr. Abunayyan also serves as Chairman and Board Member of several world-leading organizations, in addition to holding a number of prestigious honorary and leadership positions focused on transforming and diversifying the economy of Saudi Arabia.

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    Sulaiman A.K. Al Muhaidib

    APPOINTED SINCE: 22 June 2008
    INDEPENDENT:  Non-Executive

    Mr. Al Muhaidib is the Chairman of Al Muhaidib Group and a number of companies that include Savola Group, Al Oula Development Company, RAFAL Real Estate Development Company. In addition, Al Muhaidib sits on the Board of Directors of Saudi British Bank (SABB), Almarai Company, National Industrialization Company (TASNEE), Prince Salman Center for Disability Research, Prince Fahad Bin Salman Charity Association for Renal Failure Patients Care and The Centennial Fund.

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    His Excellency Engineer Ahmad Sulaiman Al Rajhi

    APPOINTED SINCE: 22 June 2008
    INDEPENDENT:  Non-Executive

    His Excellency Engineer Ahmad Sulaiman Al Rajhi was appointed Governor of Labor and Social Development under the royal decree order No. A/225 on 17/09/1439h.  Mr. Al Rajhi is the Chairman of both the Council of Saudi Chambers and Riyadh Chamber of Commerce and Industry. He also serves as the Chairman of Triomada Plastic International Co. and Enjaz for Real Estate Development.

    Al Rajhi was formerly the CEO at the National Industries Group, Chairman of the Board of Directors of Al-Arrab Contracting Company (ACC) and Chairman of the Industrial Committee at the Chamber of Commerce and Industry in Riyadh.

    He also serves as the Vice Chairman of Al Rajhi International Group, Vice President and the Chairman of the Executive Committee of Hail Cement Company and Al Rajhi Humanitarian Foundation.

    In addition, Al Rajhi is a member of the Board of Directors of ACWA Power, Farabi Petrochemicals and other renowned companies, including Al Rajhi Takaful and Riyadh Valley company.

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    Ibrahim M. Al Romaih

    APPOINTED SINCE: 2 January 2013
    INDEPENDENT:  Non-Executive

    Mr. Ibrahim AlRomaih is currently the Chief Executive Officer of Saudi Arabian Investments Company “Sanabil Investments” and was appointed by “Sanabil Investments” to join the ACWA Power Board of Directors. He was first appointed to the ACWA Power Board of Directors in 2013.

    Prior to joining Sanabil Investments in 2009, Mr. AlRomaih was appointed in 2004 by royal decree as the Vice Chairman of the Capital Market Authority (CMA). He has served prior to that from 1985 until 2004 as Assistant Secretary General of the Public Investment Fund (PIF).

    Mr. AlRomaih is a member of the Board of Directors of National Commercial Bank, Saudi Arabia and he served as a Board Member and/or Chairman in several local and international companies.

     

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    His Excellency Mr. Mohamed T. Al Nahas

    APPOINTED SINCE: 6 July 2016
    INDEPENDENT:  Independent 

    His Excellency Mr. Mohamed Al Nahas was appointed Governor of Public Pension Agency (PPA) under the royal decree order No. A/236 on 16/11/1437h.  H.E. is also an active member of Board of Directors in many prominent organizations within Saudi Arabia and in the Middle East.  A majority of H.E. career spanning over 32 years, were spent in the Banking Industry.  Beginning his career in 1984 by joining SAMBA Group as a Production Officer, until his resignation in 2008, where H.E. was the Central Region Branches Head, General Manager.  

    H.E. is an active member of the Board Directors of Saudi Basic Industries Corp. (SABIC),  Riyad Bank, International Company for Water & Power Projects (ACWA Power), Saudi Telecom Company (STC), General Organization for Social Insurance (GOSI), National Center for Privatization (NCP), ASMA Capital, Taiba Holding Company, Chairman of the Auditing & Risk Committee at AlRaidah Investment Company, Member of Auditing & Risk Committee at Public Pension Agency and a Member of the Executive Committee at AlRaidah Investment Company.

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    Tariq M. Al Mutlaq

    APPOINTED SINCE: 29 November 2008
    INDEPENDENT: Independent

    Mr. Al Mutlaq is the Managing  Director and Board Member of the Almutlaq Group (AMG).

    Currently, he serves on the Boards of ACWA Power International, Riyadh Cables Group of Companies, Watani Wealth Management Company, Middle East Paper Company, Ajyad Knowledge, Iplast Industrial Group, Almutlaq Real Estate Investment Company, Daikin Saudi Arabia, United Feed Manufacturing Company and Jazan Gas Projects Company.

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    Mohsen A. Khalil

    APPOINTED SINCE: 6 July 2016
    INDEPENDENT: Independent

    Dr. Mohsen A. Khalil has extensive investment and finance experience in emerging markets, with particular sector expertise in telecoms, information technologies, infrastructure, renewable energy and Cleantech. He served a long executive career with the International Finance Corporation (IFC) and the World Bank. Among the leadership positions he held were the Global Head of IFC's Climate Business Group in charge of mainstreaming and scaling up "green" investment across all sectors and regions; joint IFC/World Bank Director for the Global Information and Communication Technologies Department; and the IFC Director for Central Asia, Middle East and North Africa Region. Dr. Khalil has served as an advisor and board director for many companies and investment funds in various countries and sectors.

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    Rasheed Abdulrahman Al Rasheed

    APPOINTED SINCE: 22 June 2008
    INDEPENDENT: Non-Executive 

    Mr. Al Rasheed sits on the Board of Directors of ACWA Holding. In addition, Mr. Al Rasheed is a member of many organization in KSA and GCC like Saudi Organization for Certified Public Accountants (SOCPA), The Saudi Economy Association and The Family Business Council of the Gulf Cooperation Council.

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    David Crane

    APPOINTED SINCE: 6 July 2016
    INDEPENDENT: Non-Executive 

    David is a senior operating executive at Pegasus, a New York City-based private equity firm focused on investment in sustainability. As part of his responsibilities at Pegasus, David is a member of the Board of Directors of Lighting Science Group, a leader in the emerging field of biological lighting, and is chairman of Impala Holdings, a U.K-domiciled company focused on renewables development in Africa. 

    Prior to Pegasus, David Crane was CEO of NRG, which he joined in 2003 when it was in Chapter 11 bankruptcy. He grew it over his 12-year tenure to be a Fortune 200 company, engaged in conventional power generation and, after the acquisition of Reliant in 2009, in competitive retail electricity services. David pioneered the yieldco asset class with the IPO of NRG Yield in July 2013. David also led NRG to the forefront of next-generation clean energy development as one of the nation's largest utility-scale renewables company, a top four home solar business, the owner of the world's largest post-combustion carbon capture project and the nation's most extensive level 3 electric vehicle charging network.

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    Federico Tauber

    APPOINTED SINCE: 6 July 2016
    INDEPENDENT: Non-Executive 

    Federico Tauber has a broad range of experience in business management, investment banking, financial services, real estate and corporate restructuring developed over a career of 20 years in Latin America and 9 years in the Middle East. In addition to leading Gemstone, he is a Board Member of AEP investment, Basil Trust and ACWA Power.

    Mr. Tauber was President of Tameer Holding Investment where he was responsible for the completion of 7 projects comprising more than 3000 residential units. Prior to joining Tameer he was Vice President of Business Development of Al Rajihi Holding, and Managing Director of Citigroup. 

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    Paddy Padmanathan, Chief Executive Officer and President

    Mr. Padmanathan is a professional civil engineer, with over 35 years of experience. He joined ACWA Power as CEO in 2006.

    Mr. Padmanathan began his career in Black & Veatch (previously John Burrow and Partners), a major global engineering and construction company, latterly serving as a Vice President and Corporate officer. He has worked in the UAE, Algeria, Botswana, Zambia and Swaziland, amongst others.

    Mr. Padmanathan holds a degree in engineering from the University of Manchester and serves on the board of several water and power companies.

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    Thamer Al Sharhan, Managing Director

    Mr. Al Sharhan is a professional engineer with over 30 years of experience.

    Before joining ACWA Power, as Managing Director,  Mr. Al Sharhan was President and Chief Executive Officer of Marafiq; the principal utility company serving the cities of Jubail and Yanbu.

    His career began at SABIC where he rose to become President of Saudi Petrochemical Company (SADAF), President of SABIC Terminal Services Co. (SabTank) and Senior Manager at Arabian Petrochemical Company (Petrokemya).

    He holds a degree in chemical engineering and serves on the board of several companies and charitable foundations. 

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    Rajit Nanda, Chief Investment Officer

    Mr. Nanda is responsible for ACWA Powers’ growth and remains functionally in charge of new business development, legal (projects), acquisitions & divestiture, and corporate and project finance. Mr. Nanda has also led the structuring and financing of Independent Water and Power Projects IPP / IWPPs in Oman, Saudi Arabia, Jordan, Bahrain, Abu Dhabi, Qatar, Thailand, Singapore, Morocco, Turkey and South Africa. He is currently overseeing ACWA Power’s expansion across MENA, Southern Africa and South East Asia.

    Before joining ACWA Power Mr. Nanda was the Regional CFO for Engie’s Middle East, Asia & Africa region. Mr. Nanda sits on the Board of several power and utility companies owned and operated by ACWA Power.

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    Kashif Rana, Chief Financial Officer

    Mr. Rana has over 17 years of power and water sector experience covering all areas of project development, structuring, project financing, security offering and other areas of operational finance and tax structuring. Before becoming CFO, Mr. Rana was Director of Accounting, Controls & Taxation at ACWA Power and CFO for AES Middle East Region.

    Mr. Rana is a Chartered Accountant who qualified in 2001 from the Institute of Chartered Accountants of Pakistan.

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    Lucas Hautvast, Sr. VP Portfolio Management & Strategy

    Mr. Lucas Hautvast began his career with Nedlloyd Lines, a container shipping company, for which he worked in various countries in commercial roles across Europe (France / Portugal / UK and the Netherlands) and Asia (Hong Kong and South Korea). In 2001 he switched to the power industry when he joined ENGIE. With ENGIE he worked as Chief Commercial Officer in The Netherlands and the Philippines, as Head of Strategy and Sales in Bangkok for the Asia Pacific region and as regional CEO for the Middle East, South Asia and Africa region. Mr. Hautvast has extensive experience in Merchant power markets, PPA markets, Strategy, M&A and organizational management.

    Mr. Hautvast holds a MBA of the University of Groningen, The Netherlands and sits on the Board of several power and utility companies owned and operated by ACWA Power.

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    Ahmed AlSudais, Vice President – Human Capital

    Mr. AlSudais brings a wide-range of experience in Human Capital and recruitment to ACWA Power’s portfolio.

    Mr. AlSudais will lead the Human Capital & Talent function in addition to the Marketing & Communications function, and will contribute to building a strong human resource base and an institutionalized environment and culture with the highest levels of professionalism and efficiency.

    Prior to joining ACWA Power, Mr.Al Sudais served as the General Manager - Human Resource at The Saudi British Bank. Prior to that, he worked with National Air Services, Riyadh as CEO and with the Saudi Research and Publishing Co, Riyadh as Deputy Managing Director.