CORPORATE GOVERNANCE

    Our mandate is to grow the wealth of the Kingdom. For that purpose, it’s important that our roles and responsibilities are both transparent and effective.

    As a Bahrain Closed Joint Stock Company, we are governed by the Bahrain Companies Law and operate in compliance with the Bahrain Code of Corporate Governance (the Code).

    Established by Royal Decree No. 64/2006 on 29th June 2006 to manage the Government’s stakes in non-oil and gas commercial assets, our owner and shareholder is the Government of the Kingdom of Bahrain, represented by the Minister of Finance.

    On 29th June 2006, the Government transferred its interests in 29 commercial assets to us. These included some of the country’s most important non-oil and gas companies such as Aluminium Bahrain (Alba), Gulf Air, Batelco and the National Bank of Bahrain (NBB).

    Our Board of Directors are appointed by the Chairman of the Economic Development Board (EDB), HRH Prince Salman bin Hamad Al Khalifa, the Crown Prince, Deputy Supreme Commander and First Deputy Prime Minister.

    Their corporate governance framework is codified in our Board Charter, which also outlines the rights and obligations of shareholders, stakeholders, executives and Board members at Mumtalakat.

    With a primary objective to achieve sustainable growth in shareholder value, our Board members are appointed to four-year terms, which may be renewed.

    Our commitment to diversity and varied expertise is enshrined in our Charter. While the Board must consist of a minimum of seven members, they are selected according to the qualifications required by the Board.

    Our Board is the ultimate decision-making body at Mumtalakat, overseeing and monitoring major acquisitions, mergers, divestments and the sale of large assets in the best interests of all parties involved – Mumtalakat, its shareholder and its stakeholders.

    Valuing independence and operational efficiency, the Chairman’s role is a non-executive one and the day-to-day operations and management of Mumtalakat rests with the Chief Executive Officer.

    Our commitment to sound business practice and governance underlines the Board’s activities. In addition to the delegation of responsibility to its three standing committees – the Board Investment Committee, the Board Compensation & Governance Committee and the Board Audit & Risk Committee – the Board values the inputs of external experts where necessary.

    This is supplemented by the work of our Risk Management division who support both management and the Board in ensuring key risks are continuously identified, evaluated, controlled, avoided and/or mitigated and appropriately reported both vertically and horizontally throughout the organisation.

    Our auditing process is rigorous with regular audits conducted internally, externally and also by the National Audit Office of the Kingdom.

    OUR BOARD

    Board Committees

    BARC assists our Board of Directors in independently ensuring and maintaining oversight of our financial reporting system, internal control and risk management processes, audit functions and legal and regulatory requirements. Its responsibilities include assisting our Board in identifying and managing principal financial and compliance risks; approving the internal audit plan undertaken by the Internal Auditor; assessing the independence, accountability and effectiveness of the external auditor; and evaluating the adequacy and effectiveness of our procedures and systems including the management reporting processes; and ensuring compliance with legal and regulatory requirements and internal policies. Appointed by our Board and convening at least four times a year, BARC comprises a minimum of three independent non-executive directors.

    Independent of senior management and any executive directors, BIC is a non-executive committee with at least one independent director. Convening at least four times a year, BIC is responsible for reviewing and approving investment and divestment opportunities; monitoring credit risks and other issues related to specific investments.

    Composed of three non-executive directors and appointed by the Board, BCGC assists our Board in identifying and nominating individuals to serve as Board sub-committee members; recommends the remuneration and rewards policy for employees and, particularly, for our executive directors and executive management team; supports the Chairman of the Board in the performance review of the Board and its sub-committees; and establishes our corporate governance framework.

    Management Committees

    This committee assists the Board in fulfilling its oversight responsibilities in relation to strategy, governance, budget, financing plans, operations, corporate social responsibility and staff-related matters. Including the Chief Executive Officer, the Chief Investment Officer, the Chief Financial Officer and the General Counsel, the committee, which meets on a weekly basis, oversees the day-to-day performance of Mumtalakat’s operations.

    MIC oversees the investment activities of Mumtalakat. The members of MIC comprise the Chief Executive Officer, as Chairman of the committee, the Chief Investment Officer, the Chief Financial Officer and the General Counsel. The risk manager serves as an advisor to the committee. The MIC meets on a weekly basis, or as often as required.

    The Equal Opportunity Committee promotes equality and diversity in the workplace so that opportunities within Mumtalakat are open to all based on merit, reflecting social underpinnings and diversity. Its members review and recommend equal opportunity programmes and activities and makes recommendations on all matters relating to the achievement of equal opportunity within Mumtalakat.