Corporate Governance

Corporate Governance

Out of Mabanee’s belief in the importance of having a successful Corporate Governance Framework in place, Mabanee prepared a general framework to guarantee transparency in disclosures, notifying relevant parties of operations and transactions, and validating the effectiveness of monitoring regulatory controls, integrity, and accountability when making decisions. This lead to an enhancement of the company's image with other parties with regards to its Corporate Governance Framework, and ensuring that it possesses a competitive advantage with investors, vendors, and business partners.

Through its Corporate Governance Framework, Mabanee seeks to achieve a high level of transparency, accountability, and fairness, which would then create a strong drive for good performance and result in benefits in the long-term.

The Corporate Governance Framework includes the following principles:

  • Protecting the rights of the company’s shareholders in a manner that guarantees the best interest of them and the company.
  • Protecting the rights of all stakeholders; and providing job stability and sustainability through a positive financial performance of the company.
  • Providing accurate and comprehensive disclosures within a specific time frame to shareholders, related parties, and relevant regulatory authorities.
  • Determining, reporting, disclosing, and dealing with any conflict of interest cases that may arise between the company and its stakeholders, which may negatively impact the interests of the company and its shareholders.
  • Empowering employees to report any concern or inappropriate behavior they may observe in the company by an objective, discreet, and independent whistleblowing along with an investigative mechanism to ensure that the necessary corrective measures are taken.
  • Regulating relations with related parties: whether between the company and its employees, or the company and its Board of Directors, or the Executive Management and subsidiaries, or any other relevant party.
  • Adapting the company’s values and strategies to social and economic requirements by ensuring the implementation of responsible and ethical practices in all activities in which the company engages, while continuing to provide the necessary support for society.
  • Establishing trusted communication channels with investors to enhance the company’s position in the market and attract investors and investments. 

Board of Directors

The Board of Directors is comprised of seven members and includes Non-Executive Members and one Independent Member. The Board of Directors is responsible for ensuring the placement of an effective Corporate Governance Framework to protect the rights of the company’s shareholders and maintain a balance between the interests of clients, employees, vendors, local communities, and other stakeholders. The Board of Directors also has a primary role in outlining strategies and ensuring transparency in communication and disclosure of financial and non-financial information. 

Board Committees

The company has formed several committees stemming from the Board of Directors, which help the Board undertake its duties efficiently and effectively. 

Corporate Governance Committee

The Corporate Governance Committee is comprised of three members and headed by the Chairman. It aims at assisting the Board of Directors in monitoring the implementation of the company’s Corporate Governance Framework and ensuring that it is effectively supporting the company’s activities.

Risk and Audit Committee

The Risk and Audit Committee comprises three members with a duty to encourage effective supervision of the Board over significant transactions taking place in the company and the management of risks that the company encounters or may encounter. It also assists the Board in supervising the quality and safety of accounting operations, internal controls, and the preparation of the company’s financial statements process as well as other matters.

Nominations and Remunerations Committee

This committee comprises three members and handles the nomination of Members of the Board of Directors and Executive Management and facilitates the process of conducting the Board’s annual assessment. It also oversees the training and development of the Board and Executive Management, as well as evaluates the compensations and remunerations of board members and Executive Management in line with the company’s long-term objectives.

Executive Management

The Executive Management plays a vital role in the implementation of the company’s strategic plans and internal policies and controls while ensuring their suitability and effectiveness. It also manages the company’s daily operations and its resources to ensure profit optimization and costs reduction, in line with the company’s strategy and objectives.  

Corporate Governance & Compliance Department

To ensure sound and effective implementation of the company’s Corporate Governance Framework, Mabanee has established the Corporate Governance & Compliance Department. The Department supports the Board of Directors through the Corporate Governance Committee. The Committee is responsible for monitoring the implementation of the Corporate Governance Framework, ensuring the periodical reviewal and follow up for any changes that may occur to the company's objectives, activities, regulatory requirements, or leading practices in Corporate Governance. 

Risk Management and Internal Controls

The Risk Management Function is responsible for ensuring effective management of risks that the company is encountering or may encounter. The Internal Audit Function plays an essential role in providing the Board of Directors and Executive Management with an objective and comprehensive view of all activities as well as ensuring the effectiveness of internal controls to mitigate risks identified by the Risk Management Function.