Our corporate governance structure is built around the Board of Directors, elected by the ordinary general assembly, in accordance with the Company’s Bylaws, the Company’s four functional Board Committees - each of which have their respective charters that stipulate the respective committees’ roles and responsibilities and delegated powers within the context of their specific expertise. The Board Committees conduct voting decisions of their own on various matters and provide quarterly updates and reporting to the Board of Directors for information, guidance and/or approvals, as applicable.
Our corporate behaviour
In addition to adhering to and promoting good corporate governance, ACWA Power supports exemplary corporate behaviour
by adopting a stringent compliance approach to ensure that we adopt the highest standards of ethics, conduct business with reputable third parties and comply with international best practice.
Our compliance approach
One of the most important factors for the success of any organisation is its compliance with laws, rules and regulations. Compliance protects the Company’s reputation and credibility, serves shareholders’ interests, ensures customer satisfaction and reduces litigation. Compliance is a comprehensive and multi-aspect responsibility involving all parties in a company: it starts with the Board of Directors and senior management and ends with all employees and contractors, each according to the authority and responsibilities entrusted to them.
| Training Name | Completion % for employees | Completion % for MC members |
|---|---|---|
| Making Ethical Decisions | 93 | 82 |
| Code of Ethics | 92 | 82 |
ACWA Power has accomplished high standards of ethics and integrity in all aspects of our business conduct. We are committed to complying with the applicable legislation and obligations in force in the countries where we operate. To facilitate this objective, the Company has developed and implemented a Compliance Management Framework, which is intended to demonstrate the Company’s commitment, in the clearest possible terms, as follows:
The Compliance Management Framework lays down the policy guidelines and the detailed compliance practices to be implemented.
Our Code of Conduct
ACWA Power strives to offer a secure and positive work environment to encourage its employees to work to the very best of their abilities but, at the same time, expects employees to portray certain ethical and cultural values and to project an image of integrity and professionalism.
The Company has implemented a Code of Conduct and Ethics (the Code), which sets down key guidelines and compliance practices which all employees are expected to observe, wherever they are located or operate. The Code is a forward-looking document and outlines the ethical responsibilities that will grow our organisation, reputation and business.
It aims to provide guidance on general conduct in order to maintain harmonious working relations internally, with clients and other stakeholders, in line with the laws of the relevant jurisdiction and ACWA Power’s values, ethics and corporate policies.
To help foster awareness of the Code, we have developed two mandatory e-learning modules, Making Ethical Decisions and Code of Ethics Policy, which offer guidance in an interactive and engaging way to help employees gain a better understanding of the guidelines and practices set out in the Code and so adhere to the highest ethical standards.
The above training is ongoing and is mandatory for all employees to complete before the end of the first quarter of 2022.
Engaging with trusted partners
With business regulations worldwide becoming increasingly complex, it is essential for ACWA Power to entertain business exclusively with partners of good repute, to ensure that third-party risk can be mitigated.
In view of our global expansion, we have implemented a thorough Know Your Customer (KYC) process, so risk-based due diligence on third parties can be conducted before agreements are entered into. The process helps reduce potential risks such as fraud, corruption, bribery, money laundering and similar malpractices.
Our whistleblowing program
At ACWA Power, our commitment to integrity and transparency extends to implementing an efficient and confidential whistleblowing program, which enables any employee or third party to report concerns through dedicated channels.
A dedicated Compliance line provides a mechanism for the confidential and anonymous submission of concerns through an independent third party, Ethics Point, which is accessible at any time.
Our commitment to human rights
ACWA Power places great emphasis on treating employees, and individuals in the communities in which we operate and throughout our supply chain, with dignity and respect. Where we don't have managerial control, we expect and require compliance with this policy.
We regularly review and update our policies and procedures proactively to identify, address and respond to unfavorable human rights issues with
which we are possibly involved. We are dedicated to complying with the pertinent laws and implement controls wherever we operate. Where national law and international human rights standards differ, we adopt the higher standard.
Among the broader human rights issues identified, we consider the following as crucial and non- negotiable:
Our disclosure and transparency approach
ACWA Power’s commitment to transparency is long-standing and weaved into our fabric. Since our listing on the Kingdom’s main stock exchange, Tadawul, last year, we must also comply with Capital Market Authority laws and regulations.
We have implemented a disclosure and transparency mechanism to identify, assess and, if needed, disclose to the public, any material development originating as part of our business that might affect the Company’s financial position, its ESG rating or evaluation. This is in compliance with the specific provisions set out in the Rules on the Offer of Securities and Continuing Obligation.
3.3 Risk management strategy and principles
Another of our core objectives is to optimise how we manage risk.
We are committed to increasing long-term shareholder value by fostering a culture that balances growth with effective, disciplined and proactive risk management.
The following section highlights some of the main components of our risk approach. For a detailed overview, please refer to page 56.
Risk and opportunity management
ACWA Power operates in a fast-changing and highly competitive environment that can give rise to a host of risks across its value chain, which could have a materially adverse effect on its business, financial position, operations and reputation.
We recognise that the identification and management of these risks is central to achieving our strategic business and ESG objectives.
Risk and opportunity oversight
The Board Risk Management Committee (RMC) assists the Board in executing its fiduciary responsibility for overseeing and reviewing the identification and evaluation by management of the company’s principal strategic, financial, operational, business and compliance risks. These include the company’s risk management framework and the policies, procedures and practices employed to manage risks.
This Committee supports the Board in monitoring our risk environment and provides direction for any activities that will mitigate any risk that could adversely affect the company’s ability to achieve its goals.
Risk appetite
To ensure a confident response to risks, effective risk management should support informed decision-making in line with a set risk appetite, reflecting the type and amount of risk that the Company is willing to accept to achieve its business objectives. ACWA Power’s risk appetite is modelled on objectives, including ESG considerations, outlined in the Risk Appetite Statement, providing a framework which enables us to make informed management decisions. The Risk Appetite Statement considers and requires compliance with all Company-wide guidelines on strategic, financial and non-financial risk categories, approved by the Board.
Any non-compliance with these guidelines is considered a breach of the Risk Appetite level and needs Board approval.
Any deviation from the principles and limits defined in the Risk Appetite Statement will be reported to, and require the approval of, the Board.
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