I. Preamble
The purpose of this company code of corporate governance (“Code”) is to improve and systematize the company’s governance, make its governance more transparent and demonstrate the company’s commitment to good corporate governance by developing and furthering:
By adopting, following, and updating this Code, the company’s charter and by-laws on a regular basis, the company confirms its desire to demonstrably lead and promote good corporate governance. In order to foster the confidence of its shareholders, employees, investors, lenders and the general public, this company Code goes beyond the established legal and regulatory framework in the applicable laws and embraces both national and internationally recognized corporate governance principles and practices.
The company’s governing bodies and employees understand this Code as their joint obligation, and accordingly, obligate themselves to ensure that its provisions and its spirit are adhered to and acted upon throughout the company [and its subsidiaries and dependent companies].
II. Background and Profile
Our mission is simple. To rebuild Iraq one project at a time – with Iraqis.
Our values are clear.
The company operates in the following business sectors:
The Company operates:
The company is privately owned.
I. Definition and Principles
The company defines corporate governance as a set of structures and processes for the direction and control of companies, which involves a set of relationships between the company’s shareholders, Board and executive bodies with the purpose of creating long-term shareholder value. It views corporate governance as a means to improve operational efficiency, attract financing at a lower cost and build a better reputation. It also views a sound system of corporate governance as an important contribution to the rule of law in applicable jurisdictions and is an important determinant of the role of the company in a modern economy and society.
The Code sets out the company’s corporate governance framework and is consistent with applicable laws code as well as internationally recognized best practices and principles.
The company’s corporate governance framework is based on the following principles:
The company, its key officers and all employees act in accordance with all applicable laws and regulations and furthermore, shall comply with ethical standards of business conduct as defined by this company Code, the country’s code of corporate governance, other company policies and procedures and customer contract obligations.
II. Internal Corporate Documentation
This company Code is principle based. More specific corporate governance structures, processes and practices are regulated in the company’s articles of association and the company’s corporate charters including those of the Board and Board committees.
The company’s set of internal corporate documents follows legal and regulatory requirements and incorporates internationally recognized corporate governance practices. The above-mentioned corporate documents are maintained and available in the company’s documentation management systems.
III. General Governance Structure
The company has the following governing and other bodies:
IV. Compliance with and Adherence to Corporate Governance Policies and Practices
The board secretary is responsible for ensuring the development of, compliance with, and periodic review of corporate governance policies and practices in the company.
The company views an effective, professional and independent Board as essential for good corporate governance. The Board cannot substitute for talented professional managers, nor change the economic environment in which the company operates. It can, however, influence the performance of the company through its supervision, guidance and control of management in the interests and for the benefit of the company’s shareholders. Executive bodies also play a crucial role in the governance process. The effective interaction between the Board and management, and a clear separation of authorities, is key to sound corporate governance.
I. At the Board Level
II Interaction Between the Board and Management and the Role of the Board secretary
Good corporate governance provides for an open dialogue between the company’s Board and management. The company has thus developed a procedure for periodic reports (information briefs) from the CEO and management to the Board. The Board shall further have unrestricted access to the company’s management and its employees. The board secretary plays a key, overall role in facilitating this process.
The board secretary is employed on a full-time basis. The board secretary possesses the necessary qualifications and skills to ensure that the governing bodies follow internal rules and external regulations, facilitates clear communications between the governing bodies in-line with the company’s articles of association, charters, by-laws and other internal rules, and keeps the Board and the company’s key officers abreast of the latest corporate governance developments.
Senior executives are presented with ample opportunity to present during Board meetings, so that managers gain the necessary exposure and experience in interacting with the Board and the Board in turn can obtain direct information and better gauge the next generation of managers and future leaders.
I. Internal Audit and Control
II . The External Audit
An external auditor audits the company’s financial statements. The external auditor is a publicly recognized independent auditing firm, where independent means independence from the company, the company’s management and major shareholders. The remuneration of the auditor is disclosed to shareholders. The external auditor is selected by the general assembly following an open tender and upon the recommendation of the Board.
I. Disclosure Policies and Practices
The company discloses and provides easy access to all material information, including the financial situation, performance, ownership and the governance structure of the company to shareholders free of charge. The Board prepares and approves a policy on information disclosure and makes it publicly available on the company’s internet site. The company publishes a comprehensive annual report that includes a corporate governance section. The company discloses its corporate governance practices, corporate events calendar and other material information on its internet site in a timely manner.
The company takes measures to protect confidential information as defined in its policy on information disclosure. Any information obtained by the company’s employees and the members of the governing bodies may not be used for their personal benefit.
II Financial Reporting
The company keeps records and prepares a full set of financial statements in accordance with International Financial Reporting Standards. Detailed notes accompany financial statements so that the users of the statements can properly interpret the company’s financial performance. A management discussion and analysis, as well as the opinions of the external auditor, shall complement all financial information.