Arabtec Holding PJSC and its Subsidiaries and Joint Ventures are committed to ensuring good corporate governance. The group believes that good corporate governance enhances shareholder value.
Strong corporate governance at Arabtec Holding starts with a Board of Directors that is mainly independent, engaged, committed, and effective. Our Board establishes, maintains, and monitors standards and policies for ethics, business practices, and compliance that span the company and our subsidiaries. Working with management, the Board sets strategic business objectives, ensures that the company has leadership that is dynamic and responsive, track performance, and institute strong financial controls. We believe in strengthening investor confidence and creating long-term stakeholder value.
Corporate Governance:
Arabtec Holding’s corporate governance principles include honesty, trust and integrity, openness, performance orientation, responsibility and accountability, mutual respect, and commitment to the organization. The directors and management of Arabtec Holding have developed a model of governance that aligns the values of all the corporate participants that include:
Rights and equitable treatment of shareholders: Arabtec Holding respects the rights of shareholders and help shareholders to exercise those rights. We effectively communicate information that is understandable and accessible and encourage shareholders to participate in general meetings.
Interests of other stakeholders: Arabtec Holding recognizes that it has legal and other obligations to all legitimate stakeholders.
Roles and responsibilities of the board: Arabtec Holding recognizes that the Board of Directors needs a range of skills and understanding to be able to deal with various business issues and have the ability to review and challenge management performance. It needs to be of sufficient size and have an appropriate level of commitment to fulfill its responsibilities and duties. Arabtec Holding goes beyond the recommendations of the Regulators regarding independence of the Board members and has the appropriate mix of executive and non-executive directors.
Integrity and ethical behavior: Ethical and responsible decision making is not only important for public relations, but it is also a necessary element in risk management and avoiding lawsuits. Arabtec Holding has developed a code of conduct for their directors and executives on the Holding level and on the subsidiary level that promotes ethical and responsible decision making. Arabtec Holding has established a Compliance and Ethics Programs that covers standards above the minimum ethical and legal boundaries.
Disclosure and transparency: Arabtec Holding consistently clarifies and makes publicly known the roles and responsibilities of the board and management to provide shareholders with a level of accountability. Arabtec Holding implement procedures to independently verify and safeguard the integrity of the company's financial reporting. Disclosure of material matters concerning Arabtec Holding, are timely and balanced to ensure that all investors have access to clear, factual information.
Corporate Social Responsibility is Arabtec Holding’s corporate self-regulation which is integrated into our business model. Arabtec Holding’s CSR policy functions as a built-in, self-regulating mechanism whereby we would monitor and ensure their adherence to law, ethical standards, and international norms. Arabtec Holding embraces full responsibility for the impact of our activities on the environment, consumers, employees, communities, stakeholders and all other members of the public sphere. Arabtec Holding proactively promotes the public interest by encouraging community growth and development, and voluntarily eliminating practices that harm the public sphere, regardless of legality. Essentially, CSR is Arabtec Holding’s deliberate inclusion of public interest into corporate decision-making, and the honoring of a triple bottom line: People, Planet and Profit.
As part of more comprehensive compliance and ethics programs, Arabtec has formulated internal policies pertaining to the ethical conduct of its employees. They are generally meant to identify the company's expectations of workers and to offer guidance on handling some of the more common ethical problems that might arise in the course of doing business. It is hoped that having such a policy will lead to greater ethical awareness, consistency in application, and the avoidance of ethical disasters. Arabtec Holding’s ethics policies include to treat everyone fairly with mutual respect regardless of race, religion, gender and origin.
Sustainability Principles that follow these guidelines:
Shareholders elect the Board of Directors to oversee management and to assure that shareholder long-term interests are served. Through oversight, review, and counsel, the Board of Directors establishes and promotes Arabtec's business and organizational objectives. The Board oversees the company's business affairs and integrity, works with management to determine the company's mission and long-term strategy, performs the annual CEO evaluation, oversees CEO succession planning, oversees internal controls over financial reporting, and assesses company risks and strategies for risk mitigation.
Present Board Constitution:
The Board has two committees: an Audit Committee and, a Nomination and Remuneration Committee. Each committee is led by, and is composed solely of, independent directors. Each committee is responsible for the review and oversight of company activities in the areas designated in its charter.
The Board of Directors has a collective responsibility to provide effective governance that involves a set of relationships between the management, the Board, the shareholders and other relevant stakeholders. In this regard the Board:
Internal Control and Internal Auditing:
Internal control procedures are policies and processes implemented by Arabtec Holding’s Board of Directors, the Audit Committee, management, and other personnel to provide reasonable assurance that Arabtec Holding is achieving its objectives related to reliable financial reporting, operating efficiency, and compliance with laws and regulations. Arabtec Holding has an Internal Audit Department that reports to the Board of Directors. Its members are personnel who consistently test the design and implementation of its internal control procedures, the integrity of the data and the reliability of its reporting.