The Board of Directors leads our corporate governance, driving ethical conduct, ensuring regulatory compliance, and addressing our responsibility to shareholders. To ensure accountability and strategic oversight, the Board delegates authority through specialized committees.
Board Committees
| No. | Committee | Role/Function | Members as at December 31, 2025 |
|
1
|
Audit and Risk Committee (ARC) |
Oversees internal and external audits, financial reports, risk management strategies, and legal/compliance affairs. | Abdulraouf Manna Matthew Eyton-Jones Ghazal Binmahfouz Saleh Alkhalaf Khaled Al Khwaiter |
|
2
|
Nomination and Remuneration Committee (NRC) |
Manages compensation, nomination processes, human development, and organizational structure. |
Simon Palethorpe Abdulraouf Manna Sameer Baarma Jumana Binmahfouz |
|
3
|
Executive and Investment Committee (EIC) |
Entrusted with strategy, budgeting, investment and divestment decisions, and financial performance. | Yaser Binmahfouz Zeyad AlHekail Matthew Eyton-Jones Bader Binmahfouz |
|
4
|
Shariah Committee (SC) |
Verifies the effectiveness of the Shariah governance framework and supervises Shariah-compliant investment decisions. | Abdulaziz Al Qassar Yousef Al Shubaily Khalid Gama |
Management Committees
| No. | Committee | Role/Function |
|
1
|
Management Committee (MC) |
Conducts performance reviews, assists the CEO with strategic direction, resource allocation, performance metrics, and risk and compliance management, operating under the CEO’s delegated authority. |
|
2
|
Management Investment Committee (MIC) | Assists the CEO and the Executive and Investment Committee (EIC) with investment and divestment decisions, strategy, and finance through reviews, approvals, and recommendations, operating under the CEO’s delegated authority. |
|
3
|
Asset and Liability Management Committee (ALCO) | Reports to the CEO and manages SEDCO Holding’s asset and liability risks, including interest rate, liquidity, and credit risk. Strategically manages the balance sheet and liquidity to mitigate financial position risks, and regularly monitors for variances from strategic targets, budgets, and policies regarding profits, liquidity, and risk aversion. |
|
4
|
Procurement Committee (PC) |
Reports to the CEO, monitors SEDCO Holding’s annual procurement spend, and advises management on optimizing value. It develops and oversees the annual procurement strategy and budget, provides procurement activity oversight, and appoints project working groups for complex projects. |
Functioning of the Board
SEDCO’s Corporate Governance Manual sets out guidelines for Board functioning, competence, training, and assessment, which are vital for effective governance.
Board competence is maintained through rigorous training and assessment. Training programs are tiered into foundational training (for onboarding), periodic refreshers (on regulatory changes), leadership development, and specialized functional training. Training for Board Members is tailored based on existing skills and capabilities, future needs, and expertise that Board Members would require at SEDCO’s affiliates.
| Foundational Training | Periodic Refreshers | Leadership Development | Specialized Functional or Topical Training |
|||
| Essential corporate governance training is delivered to new Board Directors – covering legal duties, boardroom etiquette, decision-making, committee functions, and stakeholder interactions. | Continuous board refreshers focus on updating our Board on regulatory updates and legal changes. They also serve to improve financial oversight, risk management, and strategic oversight by developing related skills. | Targeted training and development that specifically targets Board representatives with high potential to be retained on multiple boards. | Specific, need-based trainings deliver in-depth knowledge on functional topics such as finance, risk, and governance for high-potential board members. | |||
| Annual sessions ensure all new members are properly onboarded. | Refreshers occur every six months or upon significant changes in the regulatory environment. | Annual sessions, offered to selected candidates, focus on effective leadership styles, meeting facilitation, negotiation, personal effectiveness, and other essential skills. | Tailored courses, offered every six months, address the specific needs of Board members or affiliates. |
Furthermore, the Board undergoes a routine and standardized process for evaluation of effectiveness, based on criteria outlined in the Company’s Corporate Governance Manual.
These systems ensure board members possess the necessary skills and knowledge, maintain high performance standards, and align with evolving best practices and regulatory requirements.
ESG Governance
Recognizing the pivotal role of sustainability, our Corporate Governance Framework formally incorporates Environmental, Social, and Governance (ESG) pillars based on sustainability topics and themes deemed material for the Company.
The Sustainability Council, comprising SEDCO Holding members and affiliate representatives, functions as an apex advisory and executive body for sustainability related matters – working directly with the Corporate Communications and Sustainability Team. Together, these functions are instrumental in reviewing climate-related risks, and overseeing ESG impacts and implications of our strategic roadmap.
Our ESG Strategy expresses the Company’s commitment to sustainability, including a continued commitment to reducing the environmental impact of our operations.