Corporate Governance report 2010.pdf

Gulf Navigation Holding PJSC has adopted and implemented the corporate governance rules as one of the initiative and committed companies in UAE and it has been honored by the Emirates Securities and Commodities Authority (ESCA) for the paid efforts in this field. Adopting and implementing the corporate governance framework is an indeed result of the consciousness and awareness of top management in the company for positive impact to execute the business plans within a clear, correct and highly credible framework. The adopted corporate governance framework clearly demonstrates the roles of the board of directors and its committees, as well as the relationship between the board of directors and the executive management, whilst the board delegates the roles and authorities to executive management under certain specific constraints.

The CEO implements the board strategies along with a reviewed, discussed and approved annual plans whereby it includes the work strategies, financial decisions, and business plans that effect or control the company performance.

The Board and its Committees

Gulf Navigation Holding PJSC has three Board Committees:-

1.Executive Committee

This committee focuses on the long term strategy formulation, annual plans, monitoring actions, decisions and performance of the executive management.

Currently, the committee has three members; Mr. Ghazi Al-Ibrahim is the Chairman of the committee, Mr. Nasser Al-Qahtani and Mr. Mohammed Al-Muallem.

2.Audit Committee

This committee assists the board in fulfilling their oversight responsibilities to ensure the integrity of the financial statements, independent external auditor's qualifications and independence; and the performance of Gulf Navigation's Internal Control Department

The committee has four members. They are independent and non executive board directors. Mr. Abdullah Al-Housani is the Chairman of the committee; Mr. Mohammed Al-Muallem, Mr. Rashid Al-Shamsi, and Ali Hamdan Ahmed are the other committee members.

3.Nomination and Remuneration Committee

This committee assists the board in fulfilling their oversight responsibilities for the independence of Board members and the integrity of the remuneration strategy at Gulf Navigation Holding PJSC.

The committee has three members. They are independent and non executive board directors. Mr. Rashid Al-Shamsi is the Chairman of the committee; Mr. Fahad Al-Otaibi and Mr. Ali Hamdan Ahmed are the other committee members.

Internal Control Department (ICD)

Functionally, the ICD reports directly to the board of directors through the audit committee. Risk-Based-Audit is the adopted methodology by the ICD to execute the audits, whilst the entire internal audit plans are reviewed, discussed and approved by the Audit committee. In addition, the ICD supports the management to manage the risk and implement the corporate governance rules in a way to ensure the compliance with Laws, Policies & Procedures, and the requirements of DFM and ESCA. Recently, the ICD is headed by Mr. Sami Abu-Zineh.

Code of Conduct

Gulf Navigation Holding PJSC, characterized by its management and employees, has adopted a variety of codes of conduct that includes; dealing with business partners, ethics, conflict of interest, compliance, privacy, and confidential reporting policy.

Confidential reporting policy

Aim of this policy is to report and escalate the contraventions, and resolve them in the light of achieving the GNH's interest and objectives.