At TDIC, we strongly believe that good governance goes beyond the frameworks, policies and procedures built into company structure; it needs to be instilled into the daily attitudes and activities of directors, management and employees alike.
As such, our governance framework emphasises substance over form and long-term objectives over short-term goals, providing a balance between empowerment, accountability and compliance.
The Finance Committee
The Finance Committee meets on a regular basis and is responsible for supervising and approving all finance, funding, and investment and accounting matters.
The Internal Audit Department
The Internal Audit Department plays a key role in providing independent assurance to the Board of Directors and other stakeholders. It covers the design and operation of TDIC's internal control framework and the Executive Management's ability to identify and manage risks across the company's business.
The Internal Audit Department operates in four key areas: financial audits, information technology audits, operations audits and projects audits. The department is also responsible for developing a risk-based audit plan that is reviewed and approved by the Independent Audit Committee. Led by Mohanad Moussly, the Executive Director of Internal Audit, the department includes a Corporate Integrity Division which is responsible for identifying fraud risks within TDIC.
The Independent Audit Committee
The Independent Audit Committee oversees both the internal and external audits within the company, as well as taking responsibility for addressing any issues that arise. Consisting of independent board members, the Independent Audit Committee meets every three months.
On the recommendation of the Independent Audit Committee, the Board of Directors approves the annual audited statutory accounts, prior to submission to our shareholders.
The Independent Audit Committee has also established a dedicated Anti-Fraud Programme which includes an independently managed whistle-blowing channel for anonymous reporting of breaches and deviations from the company's Code of Conduct.
Corporate Ethics Committee
TDIC has established a Corporate Ethics Committee, chaired by the Executive Director of Legal Services, in order to provide assistance to the Executive Management and the Audit Committee. This enables us to continue to operate according to the highest ethical business standards and in accordance with applicable laws and regulations. The committee is tasked with supervising investigations of fraud and is responsible for taking appropriate actions raised by any such investigations.
The Corporate Integrity Division
Under the supervision of the Internal Audit Committee, the Corporate Integrity Division has developed an anti-fraud programme which encompasses a range of required policies and procedures including an independent and anonymous whistle-blowing initiative. The Corporate Integrity Division is also responsible for managing and conducting investigations of fraud and irregularities under the supervision of the Corporate Ethics Committee and Internal Audit Committee. TDIC's Internal Audit Department works very closely with external auditors to provide comprehensive assurance on financial reporting controls and the fairness and accuracy of the company's financial statements.
The Nomination and Remuneration Committee
The Nomination and Remuneration Committee is responsible for the supervision and approval of all nominations of members of the Board of Directors and Executive Management. The committee is also in charge of the further approval of all remuneration and compensation schemes and programmes across TDIC. The Nomination and Remuneration Committee consists of a number of independent board members.