Board committees

Role of Board Committees

In order to make the decision-making process more efficient and to support the vision relating to corporate governance, in 2012 Ooredoo Board restructured its committees to become three main committees which are: Executive Committee, Audit Committee, and Nomination and Remuneration Committee.Each committee is composed of at least four members appointed by the Board, taking into consideration the background and qualifications of each member. The Board has the right to replace any of the committees’ members at any time.Each of the Board committees works in accordance with a written charter approved by the Board of Directors that clarifies its responsibilities and authorities. The charter of each committee has taken into consideration that it is in line with the Corporate Governance Code and Articles of Association of the Company and the Commercial Companies Law No. (5) for 2002 and the Corporate Governance Code of the Qatar Financial Markets Authority.The table below illustrates the composition of each of the Board committees:

Executive Committee:

  • H.E. Mohammed Bin Issa Al Mohannadi - Chairman
  • H.E. Turki Mohammed Al Khater – Member
  • Dr. Nasser Marafih – Member

Audit Committee:

  • Mr. Nasser Rashid Al Humaidi -  Chairman
  • Mr. Ibrahim Abdulla Al Mahmoud - member
  • Sheikh. Ali Bin Ghanim Al-Thani - member

Nomination and Remuneration Committee:

  • H.E. Turki Mohammed Al Khater –Chairman
  • Mr. Ali Ahmed Al-Kuwari - Member
  • Mr. Aziz Aluthman Fakhroo - Member

 

Executive Committee

The committee aims at ensuring that decision-making process at the highest levels takes place to achieve the Company’s objectives in a flexible and timely manner in accordance with the authorities delegated to the Committee by the Board of Directors. The Committee is also responsible for studying issues that need detailed and in-depth review before presenting to the Board for final decision. It also oversees Ooredoo’s strategy and method deployed for adopting financial and strategic investments.

In 2012, the Committee completed a number of major works including:

  • Reviewed investment opportunities and raise recommendations to the Board of Directors.
  • Reviewed recommendations for the award of contracts, and took appropriate decisions.
  • Reviewed the conditions of Ooredoo companies to determine its suitability and place in the markets in which it operates, and raised recommendations to the Board of Directors.
  • Reviewed the Company’s financial portfolio.
  • The Committee held (4) meetings in 2012.

 

Audit Committee

The Committee assists Ooredoo Board in the oversight of the integrity of the Company’s financial statements. It also provides consultancy to the Board regarding the efficiency and adequacy of internal control system and arrangements as to risk management. The Committee is also responsible for ensuring the independence and objectivity of internal and external audit functions.The Committee also reviews the annual internal audit and auditors’ reports and prepares reports on issues arising from auditing of the Company and its subsidiaries including the management’s reaction, and the level of cooperation and the provision of information during the audit process, and the usefulness of the audit report versus cost. The Committee also sets up means and communication channels between the executive management and internal and external auditors.

In 2012, the Committee completed a number of major works including:

  • Reviewed the annual and quarterly internal audit reports.
  • Reviewed the annual internal audit plan.
  • Reviewed all financial statements before submitting same to the Board.
  • Reviewed the results of the Internal Audit Quality Assurance Review for Ooredoo and operating companies.
  • Adopted a new organisational structure for the Internal Audit Department to achieve synergy and address strategic Internal Audit Function issues.
  • Introduced some amendments to the Committee Charter to be able to perform its oversight responsibilities in an effective manner.
  • Reviewed the quarterly and annual Enterprise Risk Management Reports for Ooredoo and its operating companies.
  • Supported management in reviewing major risks and audit plans.
  • The Committee held nine (9) meetings in 2012.

 

Nomination and Remuneration Committee

The Committee assists the Board in executing its responsibilities in regards to nominating and appointing Board members to the Company’s Board of Directors and operating companies, and determining the compensation of the Chairman, Board members, senior executive management and employees, and assesses the work of the Board.

In 2012, the Committee completed a number of major works including:

  • Completion of the first phase of job evaluation and grades in the company.
  • Developed criteria and mechanisms for the nomination and selection of Ooredoo representatives of in subsidiaries.
  • Reviewed and appointed candidates in various departments and Board of Directors of subsidiary companies.
  • Reviewed the Human Resources Policy of the company and approved the amendments relating to educational assistance to employees and patient escort leave.
  • The Committee held seven (7) meetings in 2012.

 

Corporate Governance Department and Governance Committee

Corporate Governance Department was established in 2008 and it is responsible for assisting the management and Board in ensuring the efficiency and implementation of corporate governance policies and practices in Ooredoo and its operating companies.To ensure continuous monitoring and following up of issues and policies of corporate governance, Corporate Governance Committee was established presided by Ooredoo Legal Counsel, and composed of two members from Ooredoo legal department, Ooredoo Board Secretary, Ooredoo Legal Counsel, Group Chief Audit Executive, CFO of Ooredoo, and Director of Investor Relations in Ooredoo who will have undertaken the role and responsibilities of the Compliance Officer.

In 2012, the Corporate Governance Department completed a number of major works including:

  • Adoption of risk management procedures in Ooredoo operating companies.
  • Adoption of whistle-blowing procedures for Ooredoo and the operating companies.
  • Monitor the implementation of the Corporate Governance in the operating companies.
  • Adoption of employee disclosure procedure for non-Ooredoo interests.
  • Monitor the publication of Corporate Governance code in the operating companies.
  • Assist the Board of Directors in the annual assessment and evaluation of adherence to the Code of Conduct.
  • The Committee held four (4) meetings in 2012.

 

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