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 continually strive for the highest standards of corporate governance. 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.

Structure of the Board

TAQA's Board of Directors comprises seven directors with a broad range of backgrounds, expertise and commercial experience. Each director is appointed for a term of three years and at the end of that period, the Board may be reconstituted. 

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 pay adequate time and effort to his membership and that such membership is not in conflict with his or her other interests.

The Board meets in person on a periodic basis pursuant to a formal schedule.

Committees

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

  • The Audit Committee 
  • The Nomination and Remuneration Committee

Each committee consists of at least three non-executive directors, of whom at least two members shall be independent directors, and is chaired by an independent director. The Chairman of the Board may not be a member of any such committees. 

The responsibilities of the Audit Committee include:

  • Establishing guidelines and procedures for appointing an external auditor and for the auditing of TAQA’s financial and operating activities
  • Assessing the accuracy of expenditure reports, costs, and financial statements
  • Ensuring TAQA’s activities comply with applicable legal and internal corporate governance requirements
  • Reviewing key accounting assumptions and judgments 
  • Monitoring the independence and objectivity of the external auditors

The responsibilities of the Nomination and Remuneration Committee include: 

  • Establishing the qualifications of Board members 
  • Recommending to the Board the remuneration of senior executives and management personnel, including benefits packages and bonuses
Internal controls

The management teams within the business are responsible for the design and implementation of an effective internal control environment. TAQA’s Internal Audit function reviews the design and operational effectiveness of the Group’s control environment, including compliance, by TAQA and its employees, with applicable laws, regulations and resolutions, and internal policies and procedures. 

The Internal Audit function reports directly to the Audit Committee to provide independent and objective assessments of internal controls. TAQA also supports a worldwide hotline service, operated by an external third party, that is open 24 hours a day, seven days a week, providing a confidential mechanism for reporting perceived improprieties by telephone or internet.

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 TAQA’s annual financial statements. 

TAQA has taken all requisite measures to ensure the independence of the external auditor, which is chosen through a competitive tender, and to ensure that all operations performed by the external auditor are free from any conflict of interests. For 2013, this was Ernst & Young.

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.