The Company is obliged to comply with the 2018 “Corporate Governance Code of the Kingdom of Bahrain” issued by the Ministry of Industry, Commerce and Tourism.
The Board of Directors recognizes the importance of good corporate governance to enhance and protect the interests of the Company’s stakeholders and remain compliant to the prevailing Corporate Governance Code (2018) of the Kingdom of Bahrain which is mandatory for all operating joint stock companies incorporated under the Bahrain Commercial Companies Law.
The Board acknowledges the principles contained in the Corporate Governance Code and is committed to applying the principles where considered appropriate.
In accordance with Article 8 of Tawseah’s Articles of Association, Bahrain National Gas Company B.S.C. (c) undertakes the management of Tawseah, its operation and maintenance under the Management and Operating Agreement dated 1st January 2012.
For Bahrain National Gas Company B.S.C, Oil & Gas Holding Company B.S.C. (c) (Nogaholding) representing the Government of the Kingdom of Bahrain appoints five directors and appoints one among them as the Chairman, while Chevron and Boubyan Petrochemical Company appoints one director each.
For Tawseah, Nogaholding appoints all the five directors and elects one among them as the Chairman.
In all cases the Chairman or his deputy shall be an independent director and shall not be the Company’s Chief Executive Officer.
The role of the Board is to determine the strategic vision for the Company and to supervise implementation of this vision recognising that the Board has primary responsibility to the shareholders for the welfare of the Company.
(a) Each director undertakes to act honestly, fairly and diligently in all respects taking into account the interests of the shareholders and the Company as a whole.
(b) As a general principle the directors shall spend as much time as needed to discharge their duties and responsibilities effectively including preparatory work prior to each Board and General Assembly meeting.
The key responsibilities of the Board are to:-
(a) Provide oversight responsibility for corporate governance standards.
(b) Determine the strategic vision and mission of the Company.
(c) Approve and monitor the strategic plan, annual business plan, budgets, capital expenditure and projects.
(d) Approve and monitor the financial and performance objectives developed by the management of the Company.
(e) Ensure appropriate policies and procedures are in place to manage risks and internal control.
(f) Monitor the effectiveness of the Company’s Safety, Health and Environment processes and procedures to ensure that the Company is fully compliant in respect to its obligations in these areas.
(g) Ensure compliance with the laws and regulations of the Kingdom of Bahrain and any other laws and regulations that may apply to the Company.
(h) Concur with the recommendation of Management with respect to the appointment of the external auditors for approval by the Shareholders at the Annual General Assembly.
(i) Recommend the audited financial statements for approval by the Shareholders.
(j) Undertake administration and financial approvals in accordance with the Company’s Schedule of Authorities.
(k) Establish committees to assist the Board in carrying out its responsibilities and monitor their performance.
In compliance with the section 8 of the General Provisions of the Corporate Governance code, a Corporate Governance Officer has been appointed.
The key responsibilities of the Corporate Governance Officer are to:
• Coordinate and follow up with the concerned departments of the Company on regulatory requirements for Corporate Governance;
• Ensure that the policies and implementation of the Company’s Corporate Governance are consistent with the regulatory and legal requirements to which the Company is obligated;
• Ensure the availability of internal control systems which guarantee the implementation of the Code;
• Work and coordinate with senior management and the Audit Risk Remuneration, Governance & Compliance Committee (ARRGC) to fully implement the requirements of the Corporate Governance Code and also assist the ARRGC Committee in creating and implementing a corporate governance culture across the Company.
• Review the annual report of Corporate Governance in conformity with the Corporate Governance Code and Company’s internal control requirements.
• Organize periodic awareness sessions in coordination with Training & Development Section on Corporate Governance and obtain a signed acknowledgement from each employee to the effect that the employees are aware of the concept of Corporate Governance including their roles and rights, and in addition, circulate any updates issued by the Ministry of Industry Commerce and Tourism (MOICT) to all relevant concerned departments.