Corporate Governance

DOWNLOAD THE TAQA IR APP

  • Appstore
  • Appstore

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.

United Kingdom Modern Slavery Act 2015

This statement is made pursuant to Section 54, Part 6 of the Modern Slavery Act 2015 (“the Act”) and sets out the steps that TAQA Bratani Limited (“TAQA”) has taken and will take to ensure that it complies with the Act, to ensure that slavery and human trafficking is not taking place in any part of its supply chain or business.

At TAQA transparency, honesty and integrity are the principles on which we base our business and as such we support the purpose of the Act. We are committed to taking a proactive and zero tolerance approach to slavery and human trafficking and to implementing actions to eradicate any such activity or the potential for such activity within our supply chain and general business.

As an oil and gas operator with an extensive supply chain containing a wide range of suppliers and contractors within the United Kingdom and worldwide, we believe that our compliance with the Act is best derived from tight control and monitoring of our supply chain activity. Therefore, the actions we have implemented are in the following key areas:

Policies and Procedures

TAQA complies with its Code of Business Ethics Group Policy which ensures, amongst other things, that:

  • TAQA and its people comply with all applicable laws throughout the world;
  • TAQA acts with integrity as a local and global citizen with a commitment to a multi-cultural and open work environment. This ensures that every person is committed to being a good local and global citizen, with the countries and communities in which TAQA operates benefitting from our presence through the wealth and jobs created, the skills developed within the local population and the investment of our time and money in people;
  • TAQA is committed to preserving and enhancing diversity within the organisation. It values and respects the differences of its diverse people from around the world and their varied culture;
  • TAQA stands against autocracy, promotes an open and active exchange of views, criticisms and ideas and practices an open door policy. Human resource policies and activities of TAQA contribute to creating a workplace where every individual has the opportunity for professional and personal growth.
TAQA’s suite of governance and supply chain policies and procedures will be systematically amended and supplemented to include provisions in relation to slavery and human trafficking; including TAQA’s zero tolerance approach to slavery and human trafficking and a reinforcement of the importance of proactive monitoring to that end. Whistleblowing shall also be encouraged and the process for dealing with violations shall be highlighted.

Training

TAQA’s Legal Department has provided relevant personnel in the Supply Chain team with training on the topic to promote awareness. Modern Slavery assessments shall become an important area of TAQA’s tender process and the personnel in the Supply Chain team will be responsible for carrying these out.

Supplier and Contractor Liaison

TAQA is committed to upholding ongoing liaison on the topic of Modern Slavery with its many supply chain suppliers and contractors. TAQA has already contacted relevant suppliers and contractors to advise of TAQA’s expectations and request their confirmation of compliance.

Pre-qualification

Prior to any contract award, TAQA’s Supply Chain team undertakes an assessment to ensure that prospective suppliers and contractors comply with modern slavery legislation. TAQA is committed to using the industry led Achilles First Point Assessment system (FPAL) as a tool to assist in this process. The updated Corporate Social Responsibility Questionnaire created by Achilles includes Modern Slavery compliance requirements which TAQA support. Suppliers and contractors who fail to conform to the requirements set out in the questionnaire shall not be included in TAQA’s selection process.

Ongoing Monitoring and Violations

TAQA intends to monitor compliance to ensure continued compliance with the Act and shall liaise with the relevant authorities in the case of any violations identified. TAQA is dedicated to ensuring that our business and supply chain is free from any kind of modern slavery, therefore violations shall be approached with the utmost seriousness.

Whistleblowing

TAQA has a whistleblowing policy which is supported in our Code of Business Ethics Group Policy, encouraging personnel to come forward and report anything that causes them concern. Under the whistleblowing policy any TAQA employee or contractor is invited to report any unethical, illegal or fraudulent activity to his or her immediate manager, a senior executive officer of the Company or to the Chairman of the Audit Committee. Alternatively, a report can be made through TAQA’s independent service provider, Ethics Point, using the confidential hotline phone number or via the internet.

Contractual provisions

TAQA has updated the template contracts used by the Supply Chain team to include a specific modern slavery clause, to directly address our expectations with our suppliers and contractors. We also include a robust business ethics clause and supporting appendix in every supply chain contract which thoroughly details the basis on which TAQA conducts business, and highlights to contracting parties the expectations we place on them. In any situation where TAQA has reason to believe that these obligations have been breached, we reserve the right to terminate the particular contracts. This would be done as a matter of policy, following any infraction, simultaneous to making a report to the authorities.

Further information and questions

Any requests for further information or questions should be directed to TAQA’s Legal Department at TAQA Bratani Limited, TAQA House, Prospect Road, Arnhall Business Park, Westhill, Aberdeenshire, AB32 6FE, United Kingdom.

Canada Extractive Sector Transparency Measurement Act

The Extractive Sector Transparency Measures Act (ESTMA) was enacted on December 16, 2014, and brought into force on June 1, 2015. The Act delivers on Canada’s international commitments to contribute to global efforts to increase transparency and deter corruption in the extractive sector by requiring extractive entities active in Canada to publicly disclose, on an annual basis, specific payments made to all governments in Canada and abroad.

Please see TAQA North’s annual ESTMA filings below:
TAQA North - 2016 ESTMA Report