Board of Directors

GOVERNANCE

& MANAGEMENT

The Board of Directors has 11 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.


BOARD

OF DIRECTORS

" 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."

BOARD EXECUTIVE COMMITTEE

The Board Executive Committee (‘BEC’) is a standing board committee which is comprised five (5) members, all of which are exclusive members of the Board of Directors and chaired by the Board Chairman.

The Board Executive Committee assists the Board in its responsibility to oversee ACWA Power’s business and investment operations by analysing investment policies, strategies, transactions, opportunities, and the performance of the Company.

The Board Executive Committee enables the Board to act in between full board meetings by reviewing, monitoring, and approving key financial and non-financial business, and operational decisions for the Company, within the authority defined by the Board in line with the Company’s Bylaws. Specifically, the BEC is responsible, among other things, for evaluating and approving proposals submitted to it from, and recommended 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.

BEC Members:

1. Mr. Mohammad Abunayyan – Chairman (Non-Executive)
2. Mr. Fahad Alsaif – Board Member (PIF Representative)
3. Mr. Omar AlMadhi – Board Member (PIF Representative)
4. Mr. Omar Almidani – Board Member (Non-Executive)
5. Mr. Esmail Alsallom – Board Member (Independent)

BOARD AUDIT COMMITTEE

The Board Audit Committee (‘BAC’) is a standing board committee which is comprised five (5) members, consists of one (1) independent board member, one (1) non-executive Board members, and three (3) independent non-board members.

In line with the CMA Corporate Governance Regulation, none of the members of the Board Audit Committee are executive members, and the Chairman of the committee is not the chairman of the Board or of any other Board Committees.

The purpose of the Board Audit Committee is to assist and provide insight to the Board in fulfilling its fiduciary responsibilities by providing an independent assurance on the integrity and effectiveness of the reports, quarterly and annual financial statements, compliance, review of related party transactions and conflict of interest and internal control systems.

The BAC provides the Board with independent advice and guidance regarding the adequacy and effectiveness of management’s practices and potential improvements to those practices. The Board Audit Committee provides an oversight role and none of its committee members exercise any executive function or make any administrative decisions in the Company. 

BAC Members:

1. Khalid Al-Rabiah
2. Abdullah AlRowais - Board Member (PIF Representative)
3. Li Ping - Board Member (Independent)
4. Rasheed Al-Rasheed
5. Mike Cheng (PIF Representative)

BOARD RISK MANAGEMENT COMMITTEE

The Board Risk Management Committee (‘RMC’) is a standing board committee which is comprised five (5) members.

The Board Risk Management Committee assists the Board in discharging its oversight responsibility in respect of the risk management practices of the Company. Accordingly, the RMC advises the Board on the Company’s risk appetite, monitors the Company’s principal strategic, financial, operational, business, and reputational risks or exposures, advise and recommend actions to minimize such risks, and provide oversight and guidance as to the overall risk management functions within the Company.

In addition, the Committee provides the Board with independent advice and guidance regarding the adequacy and effectiveness of Management’s practices and potential improvements to those practices. Nevertheless, the RMC provides an oversight and supervisory role and none of its committee members exercise any executive function or make any administrative decisions in the Company. 

RMC Members:

1. Guy Richelle
2. Madelyn Antoncic - Board Member (Independent)
3. Ayman Elariss
4. David Dew
5. John Walker

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (‘NRC’) is a standing board committee which is comprised five (5) members and chaired by an Independent Board member, in line with the CMA Corporate Governance Regulation.

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 independent advice and assurance that the leadership and human capital resources required for the Company to achieve its purpose and strategic objectives are met. Accordingly, the NRC periodically reviews and endorses for the Board’s review and approval the following: (i) the respective Selection Policy and the Remuneration Policy of the Board of Directors, Board Committees and executive Management; (ii) the appropriate skills and qualifications required for the Board, Board Committees and Executive Management; (iii) the structure of the Board of Directors and Executive Management; (iv) the development of the Code of Corporate Governance; and (v) Any other tasks which the Board of Directors may entrust to the Committee, within the scope of its activities, the framework of these rules and the directives of the Board.

In line with the CMA Corporate Governance regulation, none of the NRC members exercise any executive function or make any administrative decisions in the Company.

NRC Members:

1. H.E. Mr. Ahmed Alhakbani 
2. Ahmad Al-Ghamdi
3. Ms. Aseel Al-Barqawi 
4. Johan Brand
5. Tariq Alamoudi