Corporate governance

We are committed to corporate transparency and robust oversight

Our approach to governance includes a commitment to corporate transparency. We aim to be as open as possible about our business methods and structure, our strategy and our plans. This section of the website provides comprehensive details of the structure and function of our committees, internal controls, helpline services, external auditing arrangements and risk management processes.

Corporate governance

As a public company, we strive to achieve the highest standards of corporate governance, in all markets in which we operate. With this in mind, we have developed and deployed a strict corporate governance programme. TAQA’s Corporate Governance Policy and Code of Business Ethics Manual together form the backbone of TAQA’s governance practices and serve to define and reinforce the core values of TAQA as an organisation.

As an international company operating across four continents, we pride ourselves on our understanding of local cultures, laws and business practices. At TAQA we comply fully with the laws that govern our business worldwide, and we require all of our employees to observe these fully in the conduct of our business.

We are also guided by our responsibility to give back to the communities in which we operate. We primarily do this by generating wealth, creating employment and developing skills in the communities in which we operate.

Board of Directors

Our Board of Directors comprises seven directors elected by the shareholders and appointed for a term of three years. The board is charged with setting the strategic direction of the company.

The board is formed taking into consideration an appropriate balance between executive, non-executive and independent directors. At all times, at least one-third of the directors are to be independent and a majority of directors are to be non-executives who have technical skills and experience for the good of TAQA. Whenever directors are chosen, consideration is given to whether or not a director is able to devote adequate time and effort to their role and that it does not conflict with his or her other interests.

The board meets in person regularly pursuant to a formal schedule.

Committees

Presently, the board has the following committees, each of which is established by a written charter setting out its scope and responsibilities:

(a) The Audit Committee; and
(b) The Nomination and Remuneration Committee.

Each committee is chaired by and independent director and consists of at least three non-executive directors, of whom at least two members must be independent directors and are chaired by independent directors. The Chairman of the Board may not be a member of any such committees. The board will appoint non-executive directors to the committees charged with the duties that may result in conflict of interests, such as verification of the integrity of financial and non-financial reports, review of deals concluded with interested parties, selection of non-executive directors and the setting of remuneration.

The responsibilities of the Audit Committee include (i) establishing guidelines and procedures for the auditing of TAQA’s financial and operating activities, (ii) assessing the accuracy of expenditure reports, costs, and financial statements, and (iii) ensuring TAQA’s activities comply with applicable legal and internal corporate governance requirements.

The responsibilities of the Nomination and Remuneration Committee include establishing the qualifications of board members and recommending to the board the remuneration of senior executives and management personnel, including benefits packages and bonuses.

Internal controls

Since our formation in 2005, we have maintained an Internal Audit Group that audits and assesses TAQA’s risk management processes, the sound application of governance rules, and verification of compliance by TAQA and our employees with applicable laws, regulations and resolutions that govern our operations, as well as internal procedures and policies.

The Internal Audit Group reports directly to the Audit Committee of the Board and provides independent and objective assessments of management in the execution of its duties.

Helpline services

Our strategic goal is to build and operate a geographically diverse global portfolio of energy businesses and at the same time enhance the integrity of people, processes and assets needed by all stakeholders of TAQA.

We aim to address promptly and appropriately issues or concerns regarding accounting controls, internal controls, discrimination, workplace harassment, safety, theft or fraud, essentially anything that could adversely affect the integrity and reputation of TAQA.

The Audit Committee, the Board of Directors and the management team at TAQA value employee input, and towards this end we have selected EthicsPoint to provide us with an anonymous, confidential, and qualitatively efficient reporting system offering a risk-free way to report unethical behaviour or illegal activity.

Once a call is placed or a concern is reported, EthicsPoint provides a report detailing issues flagged to TAQA. Reported allegations are investigated and appropriate actions taken. Employee suggestions, concerns or reports of any type of misconduct will act as an early warning system, alerting us to possible ethics and compliance issues.

Make a report using EthicsPoint

External auditor

By statute, TAQA is required to engage an external auditor to review and sign off on our annual financial statements.

Since our inception, the board has nominated and the shareholders have approved the engagement of a major international accounting firm Ernst & Young to fill the role of the external auditor. TAQA has taken all requisite measures to ensure the independence of the external auditor which is chosen annually through a competitive tender, and to ensure that all operations performed by the external auditor are free from any conflicts of interest.

United Kingdom Bribery Act 2010

During 2011, we reviewed practices in our United Kingdom business to ensure we were acting in accordance with the new anti-corruption act, introduced by the United Kingdom government with effect from July 2011. Furthermore, we have ensured that all our businesses – wherever they operate in the world – are aware of, and aligning themselves with these guidelines as part of our commitment to international best practice.