Governance, Risk & Compliance Governance, Risk & Compliance Governance, Risk & Compliance

Governance, Risk & Compliance

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GOVERNANCE

The three pillars of corporate governance are transparency, accountability, and security. All three are critical to us at NOMAC in successfully operating our business and forming solid professional relationships among our stakeholders including Board of Directors, managers, employees, and shareholders.

Our 'Corporate Governance Manual' sets out the necessary responsibilities and procedures that are the foundations of a well governed company and includes charters for the Board of Directors and all Board Committees. Our Board and our Committees utilise the Corporate Governance Manual to establish, maintain, and monitor standards and policies for ethics, business practices, and compliance that span NOMAC. As the successful implementation of good corporate governance practices depends on an approach that extends beyond simple compliance with legal requirements, our governance approach provides a framework for establishing a culture of business integrity, accountability, and responsible business practices.

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NOMAC BOARD

The Board of Directors of NOMAC is appointed by NOMAC's Shareholder to supervise the management of the business and affairs of NOMAC. The prime responsibility of NOMAC's Board is to ensure the viability of NOMAC and to ensure that it is managed in the interest of the Shareholder as a whole while taking into account the interests of other stakeholders. The Board advises the CEO and executive officers who manage NOMAC's business and affairs.

We have a number of Board Committees on the basis that committees allow Directors to give closer attention to important issues facing NOMAC than is possible for the full Board in a scheduled Board meeting. Committees are an effective way to distribute the work between the directors and allow more detailed consideration of specific matters.

Board Members

NOMAC COMMITTEES

NOMAC BOARD AUDIT AND CONFLICT COMMITTEE (BACC)

NOMAC BOARD AUDIT AND CONFLICT COMMITTEE (BACC)

To ensure best practices of governance in order to protect the shareholders’ and other stakeholders’ rights & interests and effectively discharge the other responsibilities delegated by the Board.

NOMAC EXECUTIVE COMMITTEE (EXCOM)

NOMAC EXECUTIVE COMMITTEE (EXCoM)

The Executive Committee is a subcommittee of the Board of Directors with a purpose in respect to the review of strategy and give strategic advice to the Board.

NOMAC BUSINESS REVIEW COMMITTEE (BRC)

The Business Review Committee is a standing committee of the NOMAC Board of Directors intended to review and approve new business opportunities.

NOMAC CORPORATE RISK COMMITTEE (CRC) [MANAGEMENT COMMITTEE

NOMAC CORPORATE RISK COMMITTEE (CRC) MANAGEMENT COMMITTEE

The CRC brings together a multidisciplinary team to take an enterprise view of the risks facing the company, assessing and/or monitoring risks and risk responses, and providing input into the ERM process itself.

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RISK MANAGEMENT

NOMAC Group operates in a fast-changing environment which can give rise to a host of risks across our value chain which could impact our operations, financial results and, possibly, the reputation. NOMAC Group is also exposed to indirect risks that emanate from other businesses and entities that are linked to the Group’s line of business. We recognize that risk management is an integral aspect of effective management practices and corporate governance as it assists decision making and enhances sustainability. Accordingly, we are committed to implement risk management best practices across our businesses, both in Saudi Arabia and other countries where we do business.

We have established the Enterprise Risk Management (ERM) framework based on the guidelines of ISO 31000:2018 encompassing risk appetite, continuous assessment and reassessment of risks quantitatively and qualitatively, establishing controls, drawing up mitigation actions and reviewing them periodically and comprehensively.

We have implemented standardized, digitized ERM processes to be followed by establishing a comprehensive Risk Diary, establishing of Risk categories, wherein the Plants and functions identify from the exhaustive list based on the local conditions and technology. Risk assurance is carried out through periodical testing of Controls, to validate their effectiveness, adequacy, relevance and veracity.

NOMAC Risk Management approach is comprehensive permeating all the stages of the business life cycle starting from Business development, bid submittal, construction, mobilization and operations and the entire strata of the organization including Plants, Functions and Entity.

The effectiveness of the ERM is driven by the strong Risk Management culture, which permeates every level of the organization, coupled with robust re-assessment of risks at regular intervals, assessing the effectiveness and adequacy of controls and tracking and closing mitigation actions in a timely manner.

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COMPLIANCE

We at NOMAC have also implemented a robust Compliance Management Framework that allows us to demonstrate, in the clearest possible terms, NOMAC’s absolute commitment to compliance with relevant laws, including legislative requirements, industry codes and organizational standards, as well as standards of good corporate governance, leading practices, ethics and community expectations. Further, it supports as an escalation platform for all non-compliances observed within the organization.

Our Code of Conduct and Ethics sets out NOMAC’s high standards of ethics and integrity, and our expectations of itself, its Directors, management, employees, suppliers and anyone we do business with. Our whistleblower hotline allows a confidential reporting of unethical practices or wrongdoing.

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