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CHAPTER 4 Responsible management

The two Board Committees were mo- dified in accordance with the new share- holding structure. The Audit, Compliance and Ethics Committee continues to be chaired by the independent director Án- gel Corcóstegui, and has two proprietary members, one elected by Mubadala and the other by Carlyle. The Nomination and Remuneration Committee is chaired by Alyazia Al Kuwaiti, who took office on 15

October 2019, and also has two proprie- tary directors, one elected by Mubadala and the other by Carlyle.

In order to support the Audit, Compliance and Ethics Committee in its responsibili- ties, three internal and permanent Ope- rating Committees were set up and report directly to the Committee:

Its function is to liaise between the ex- ternal auditor and the Audit, Compliance and Ethics Committee, as well as analys-

ing the auditor s independence and over- seeing, guiding and driving the internal audit department.

This Committee is primarily responsible for setting the corporate ethical stance, promoting ethical conduct among em- ployees, answering any ethics-related queries and resolving breaches of the code of ethics. It also coordinates the various compliance programmes to en- sure the correct functioning thereof,

oversees the workings and compliance of the company s crime prevention model, and monitors compliance with applicable legislation. In doing so, it ensures that the company operates with integrity, fulfi- lling the commitments established by the Board of Directors in the Code of Ethics and Conduct.

This is the body charged with overseeing the Integral Risk Control System, which provides a standard mechanism for measuring and understanding risk. It su-

pports and provides advice to the Audit, Compliance and Ethics Committee and the Board of Directors in the fulfilment of their risk oversight duties.

AUDIT OPERATING COMMITTEE

COMPLIANCE AND ETHICS OPERATING COMMITTEE

RISK CONTROL OPERATING COMMITTEE