Governance Structure
Our governance structure provides clear oversight, accountability and decision-making across the Company, ensuring that strategy, risk management and regulatory compliance are properly guided by the Board.
Governance Structure
The Board of Directors is responsible for setting strategic directions and monitoring the performance of Executive Management in achieving the Company’s targets and objectives. The Board operates through a governance framework with clear procedures, lines of responsibility and delegated authorities to ensure that the Company’s strategy is implemented, key risks are assessed and managed effectively and ensure regulatory compliance.
Aradel Holdings Plc is led by an effective Board that provides entrepreneurial and strategic leadership as well as promotes a culture of ethics, proper governance and responsible corporate citizenship. As a link between stakeholders and the Company, the Board is charged with exercising oversight and control to ensure that Management acts in the best interest of the shareholders and other stakeholders while sustaining the prosperity of the Company.
Roles and Responsibilities of the Board
The Board of Directors of Aradel Holdings Plc is primarily concerned with strategic development and monitoring the performance of Executive Management in achieving the Company’s annual targets and objectives, as summarised below:
- Provide the general direction of the Company and establish the overall policy guidelines for the achievement of the Company’s vision with respect to finance, personnel and assets.
- Consider and approve long and short-term strategies for the business of the Company as presented by Management and monitor the implementation of same by Management.
- Consider and approve the annual budget of the Company as presented by Executive Management.
- Assist and co-operate with Executive Management as necessary to achieve all corporate objectives.
- Render reports to the shareholders through the Annual General Meetings and any Extraordinary General Meetings that may be held, and ensure the integrity of annual reports and accounts, as well as all material information provided to regulators and other stakeholders.
- Determine matters specifically reserved for the Board to decide on, and matters delegated to Board Committees and Management.
The Board consists of five Committees, namely:
- Board Audit & Finance Committee (BAFC)
The Committee acts on behalf of the Board on matters relating to financial management. It reviews the budget, financial reports and audited accounts and is responsible for providing useful advice and recommendations to the Board for the benefit of the Company’s management team as and when required. The committee also keeps under review, internal financial controls, compliance with laws and regulations, processes for the safeguarding of Company assets and the adequacy of the internal audit unit plans and audit reports. - Governance Remuneration & Nomination Committee (GRNC)
The Committee is responsible for assisting the Board in fulfilling its oversight responsibilities relating to ensuring compliance with the appropriate corporate governance measures provided by the Nigerian Code of Corporate Governance (NCCG); reviewing the Company’s corporate governance policies and practices; assessment and response to appropriate risks in connection with the governance structure and processes; assisting the Board in defining and assessing the qualifications for Board of directors membership and outsourcing the recruitment of such individuals. The Committee also reviews and makes recommendations to the Board on remuneration strategies for the Group including the Board, senior management, and staff. - Corporate Responsibility & Risk Management Committee (CRRMC)
The Corporate Responsibility & Risk Management Committee has a risk management oversight function and concerns itself with the proactive identification, assessment and management of risks and compliance. It is also tasked with providing periodic review of the risk management framework and policies that guide the operations of the Company. - Corporate Strategy Committee (CSC)
This Committee was specifically set up by the Board and its major role is to research and advice the Board on the long-term productivity and/or development strategies, significant asset investment decisions, determining financial and operational priorities and significant technical decisions of the Company. The Committee also assists the Board in performing its guidance and oversight functions efficiently and effectively. -
Sustainability Committee
The Sustainability Committee supports the Board in overseeing the Company’s sustainability and ESG agenda, with particular focus on the environmental, social and governance matter most material to the Company’s business (oil and gas). Its responsibilities include oversight of climate-related and environmental risks, health, safety, security and community impact, compliance with applicable sustainability-related laws, regulations and standards, and the integration of ESG considerations into strategy, operations and decision-making. The Committee also reviews the frameworks, policies, targets and reporting processes that guide the Company’s approach to sustainable value creation, operational resilience and responsible stewardship across its assets and host communities.
