INTEGRITY, TRANSPARENCY AND ETHICAL CONDUCT.
The classic definition of Corporate Governance, developed by the Cadbury Committee in 1992, states:
“Corporate governance is the system by which companies are directed and controlled. Boards of directors are responsible for the governance of their companies. The shareholders’ role in governance is to appoint the directors and the auditors and to satisfy themselves that an appropriate structure is in place. The responsibilities of the board include setting the company’s strategic aims, providing the leadership to put them into effect, supervising the management of the business, and reporting to shareholders on their stewardship.”
At NiQuan Energy, the principles of integrity, transparency, and ethical conduct are the cornerstones of our governance framework. We maintain rigorous standards to ensure compliance with laws and regulations in all the jurisdictions we operate in. Our Board of Directors provides strategic guidance and oversight, promoting accountability and responsible decision-making.
We recognize and value stakeholder engagement and incorporate feedback into our operations where appropriate. By upholding strong governance practices, we ensure the long-term sustainability and profitability of our business while relentlessly striving to create value for all stakeholders.
Our Corporate Governance Code
Although NiQuan Energy does not have public accountability, its own internal governance framework is substantively consistent and in compliance with the principles, recommendations and guidance contained in local jurisdictions where it operates..
Our Board Composition
The composition of the Board of Directors of the group holding company, NiQuan Energy LLC, along with the Boards of all subsidiaries demonstrate the breadth and depth of knowledge and experience of professionals committed to good governance, providing strategic direction and leadership for the business, supervising the executive management and reporting to shareholders and other stakeholders. The involvement and commitment of the Board of Directors is clearly evidenced by their regular Board and strategy meeting attendance, their review of Board meeting materials in advance, their availability to consult with other Directors or management as necessary, and their preparation and active participation in Board meeting deliberations and determinations.
Our Board Meetings
The Board monitors NiQuan Energy’s progress towards achievement of its goals, business plan and KPIs, and revises and alters its direction in light of changing circumstances. At every regularly scheduled Board meeting, the Board reviews, amongst other things: recent business developments; the financial position of the company; human, technological and capital resources required to implement the company’s business plan and strategy; and the regulatory, cultural or governmental factors or constraints which are relevant to the business.
Regular Board meetings are held with comprehensive Board packs and Agenda items circulated ahead of the meetings and followed by comprehensive minutes, actions points and resolutions being documented by the Group Chief Legal Officer and Board Secretary who has over 30 years’ experience as an English Barrister, Attorney-at-Law, corporate lawyer and company secretary.
Our Board Commitees
As the business matures the Board intends to establish, seek the recommendations of, and delegate responsibilities to certain Committees of the Board. Any such delegation will not relieve the Board of its overall responsibilities and the Board will always retain the right to supervise, review and approve Committee activity and business. The Committees will review specific aspects of NiQuan Energy’s business operations and affairs as will be set out in definitive Committee mandates and terms of references. The Committees will facilitate smaller and more intimate forums than full Board meetings and will be conducive to stimulating deeper discussion on assigned subjects. The Committees will be able to make recommendations to the Board for appropriate determination and will not be able to take action or make decisions on behalf of the Board unless specifically mandated to do so. The Committees which may be established may include any one or more of the following: Audit and Risk Committee; Governance and Ethics Committee; Health & Safety, Security and Environment Committee; and Human Resources Committee, as appropriate. The members of such Committees will be “independent” non-executive Directors and certain officers will attend as determined. The Committees will be in addition to other non-Board committees such as the Executive Committee and Leadership Committee.
Our Delegations of Authority
In order to further inculcate best international governance practices as well as financial and internal controls, a comprehensive Delegations of Authority (“DoA”) document was approved by the Board and implemented in all business practices and procedures. It prescribes the various authority levels to commit the company in relation to, amongst other things: purchase orders; commercial contracts; HR matters including payroll; and recruitment; entertainment expenses; training and business travel. The DoA also prescribes the authority levels for amongst other things: the making of payments, the opening and closing of bank accounts, borrowings and any fixed asset write-offs. One fundamental principle enshrined in the DoA is that every authority to commit or pay must be approved by two individuals from a combination of A, B or C level signatures. The document also contains explanatory and guidance Notes to aid complete understanding and compliance. The DoA necessarily interacts with the NiQuan Energy Group’s Procurement Policy and Procedures and is a central document governing expenditure of approved budgets.
Our Compliance Undertakings
At the core of the robust governance framework in place is compliance with amongst other things the relevant NiQuan Group company’s:
Articles of Incorporation and
Operating Agreement respectively;
By-Laws;
Operating Agreement; and
All other relevant laws, regulations and rules in the jurisdiction where the NiQuan Energy Group company operates.
Our Risk Management Framework
The Executive, supervised by the Board, ensures that through robust measures, the principal strategic, project and operational risks to NiQuan Energy’s business and affairs are identified and that measures to mitigate and manage such risks are implemented. The Board monitors progress on corrective and mitigation actions. With the assistance of expert professional risk managers, a comprehensive Risk Register was established and which is reviewed and updated when material developments occur. Further, a comprehensive suite of corporate insurance policies is maintained and which include coverage for the plant, property and equipment on an all-risks basis, operational insurances, third party liability, environmental and pollution cover, vehicles, group health and life, and workmen’s compensation. These insurance policies have been structured and placed in the insurance and reinsurance markets using professional advice and guidance from reputable insurance brokers like Aon Energy London.
Our Procurement of Goods and Services
The GTL/XTL business is highly specialized, and its technology is one of the most advanced gas processing technologies in the world. NiQuan is a champion of local content and local talent. As part of this commitment, we have a comprehensive procurement policy approved by our Board of Directors as well as an underlying set of procedures.
The following are the key principles in the policy:
Purchasing quality goods and services that are fit for purpose to ensure the efficient functioning of the company and its operations;
Working with technically competent, reliable and financially secure suppliers with whom we can develop and maintain open, fair and mutually satisfactory working relationships;
When selecting and evaluating suppliers and service providers, taking into account technical capabilities, availability, reputation, relevant experience, financial status, and previous dealings with us; and
Purchasing goods and services only subject to a written contract preferably in the form and content of one of the suite of contracts developed in-house by NiQuan with its terms and conditions incorporated therein. If a bespoke contract is not signed between the parties, then the procurement of all goods and services shall be subject to NiQuan’s “General Terms and Conditions For The Purchase of Goods And Services”, which are contractually incorporated into our Purchase Orders.
