Stronger mechanisms lead to higher levels of performance in GRC
Ma’aden continues to strengthen its policies and programs related to Governance, Risk and Compliance (GRC). The regulatory guidelines of Saudi Arabia’s Capital Market Authority (CMA), the Companies Law, Ma’aden’s Articles of Association and the 10 Key Principles and five values adopted by the International Council of Mining and Metals (ICMM), form the basis of our GRC framework.
The Ma’aden Group includes three wholly owned subsidiaries, five joint venture subsidiaries and two jointly controlled entities. All of our subsidiaries except one – Ma’aden Infrastructure Company (MIC) – are engaged in mining or manufacturing operations.
Ma’aden Corporate is responsible for the effective management and governance of the Group. This includes funding of subsidiaries and jointly controlled entities that carry out various projects related to all stages of the mining industry. The Group’s operations and business are structured into three strategic business units (SBUs) for efficient management:
- Phosphate and industrial minerals
- Gold and base metals
MIC is responsible for the development, construction and delivery of services to Ma’aden entities in the Ras Al Khair area, principally the phosphate and aluminium operations. The Ma’aden organizational structure shows how the business segments and corporate functions are structured.
The Board of Directors of Ma’aden sets the strategic direction for “the Group” and oversees its policies and practices. The Board has introduced and empowered effective internal GRC mechanisms with the goal of enhancing the Group’s financial health and stakeholder relationships, reducing risks and protecting the rights of stakeholders. Integrity, transparency and ethics are the key principles that drive our commitment to GRC.
The General Assembly (GA) is the platform where shareholders exercise their voting rights. Shareholder consent is required for key decisions such as the approval of:
- The consolidated financial statements
- The Board of Directors’ report about the Group’s activities and performance each year
- The Board of Directors’ recommendations on dividend payments
- The election of Board and audit committee members
- Amendments to the Articles of Association
- Appointment of external auditors, and
- Raising of capital.
We hold the GA of shareholders in the first quarter of every year. Extraordinary General Assembly meetings are held when necessary.
Ma’aden fulfills all its obligations under the CMA’s corporate governance guidelines and the company by-laws.
Reconstitution of Board in 2016
Ma’aden’s Board of Directors consists of nine board members nominated by our shareholders. The tenure of Board members is three years. The Board includes the President and CEO of the Company appointed by the Saudi Government and four members representing the Saudi Government through the Public Investment Fund (PIF), which holds 50 percent of Ma’aden’s issued shares.
Our Board was reconstituted on April 28, 2016 in the wake of the Saudi Government’s announcement of Vision 2030 and NTP, which have assigned a major role for the mining industry in economic diversification and creation of new jobs.
The new Chairman of the Board is HE Khalid Bin Abdulaziz Al-Falih, Saudi Arabia’s Minister of Energy, Industry and Mineral Resources.
The new non-executive members of the Board are:
- Abdullah Bin Mohammed Al-Issa
- Lubna Bint Sulaiman Al-Olayan
- Abdullah Bin Ibrahim Al-Saadan.
The new independent members of the Board are:
- Azzam Bin Yasser Shalabi
- Dr Jean-Lou Chameau.
The new Board members replaced Mansour Bin Saleh Al-Maiman, HE Mohammed Bin Abdullah Al-Kharashi, Sultan Bin Jamal Shawli and Khalid Bin Hamad Al-Sanani, who represented PIF until April 28, 2016. The new Board members will complete the term of their predecessors.
The Board approved the resignation of outgoing Chairman Abdullah Bin Saif Al-Saif and Abdulaziz Bin Abdullah Al-Suqair, both Independent members, effective April 28, 2016. As per the Companies Law and Ma’aden’s Articles of Association, the appointments of the Chairman and new Board members will be presented to the GA for shareholders’ endorsement.