Corporate Governance

The Board of Directors believe that effective governance is core to operating successfully in the global business environment. Genel is committed to the highest standards of corporate governance, standards which are key to maintaining both investor confidence and the integrity of the company.

This approach, coupled with our commitment to operating responsibly, supports us in maintaining the trust of our shareholders and key stakeholders, as well as providing a strong overarching structure for key decision making within the business.

The Independent Non-Executive Directors (Canan Ediboglu, Sir Dominick Chilcott and Yetik K. Mert) are responsible for monitoring management and ensuring that decisions of the board are properly checked and balanced.

The Board has also adopted its own Share Dealing Policy and Procedure. The Board is responsible for taking all proper and reasonable steps to ensure compliance with the Share Dealing Policy and Procedure.

Elements of our corporate governance

Code of Conduct

Governance is not a matter solely for the Board, but rather Genel adopts the view that a robust Governance culture must be fostered throughout the entire organisation. Our expectations of employees and our contractors are set out in our Code of Conduct.

Our Code of Conduct underpins all that we do and provides the foundation to guide all employees on the manner on which Genel conducts its business. Our Code of Conduct refers to our corporate values and outlines their application in our daily operations and decisions. These values have been cemented as a foundation of Genel’s business practices and continue to set a clear expectation of how our people conduct themselves when carrying out any activities that are directly or indirectly related to our business. Adopting the Code of Conduct is to adopt the Genel way of doing things that aims to make a tangible difference to people’s lives.

The Code of Conduct forms a key component of our on-boarding for every new employee and all personnel are encouraged to raise any concerns, and report any suspected or known violations of the Code without fear of retaliation.

Code of Conduct

Whistleblowing Policy

Genel’s whistleblowing policy has been in place for over a decade and was expanded in 2020 in context of the public commitment we have given to observe the requirements of United Nations Global Compact, one aspect of which requires Genel to establish a grievance mechanism under which third parties can raise grievances with the Company.

Whistleblowing & Grievance Policy

Board Responsibilities

The Board provides leadership within a framework of prudent and effective controls. The Board sets the corporate governance values of the Company and has overall responsibility for setting the Company’s strategic aims, defining the business plan and strategy, managing the financial and operational resources of the Company and reviewing the performance of the officers and management of the Company’s business. The Board is responsible for the Company’s objectives and business strategy and its overall supervision. Acquisitions, divestments and other strategic decisions are considered and determined by the Board.

The Board follows internal guidance on the delegation of authority and division of responsibilities between the Chair, Chief Executive Officer and Senior Independent Director. Among other things, this guidance covers the processes the Board has implemented to undertake its own tasks and activities, the matters the Board has reserved for its own consideration and decision-making, the authorities it has delegated to other parties or committees including the limits on the way in which such parties or committees can execute those authorities, and the relationships between the Board and such parties or committees.

The role of Chair, Chief Executive Officer & Senior Independent Director

The UK Corporate Governance Code requires that the division of responsibilities between the Chair and Chief Executive should be clearly established and agreed by the Board.

The Chair is David McManus. The Chair reports to the Board and is responsible for the leadership and overall effectiveness of the Board and setting the Board’s agenda. Specific responsibilities of the Chair include:

Ensuring the effective running of the Board
Ensuring that the Board agenda is forward-looking with an emphasis on strategic issues
Ensuring the performance of the Board and its Committees is in compliance with approved procedures and best practice
Promoting a culture of openness and debate by ensuring constructive relations between Executive and Non-Executive Directors
Ensuring effective communication between the Group and its shareholders.

The Chief Executive Officer, Paul Weir, is responsible for all executive management matters of the Group. He reports to the Chair and to the Board directly. All members of executive management report directly to the Chief Executive Officer. Specific responsibilities of the Chief Executive Officer include:

The day-to-day management of the Group within delegated authority limits
Identifying and executing strategic opportunities,
Managing the Group’s risk profile and ensuring appropriate internal controls,
Maintaining a dialogue with the Chair and the Board on important and strategic issues,
Succession planning for executive positions.

The Senior Independent Director is Canan Ediboglu. The Senior Independent Director is available to shareholders who have concerns that cannot be addressed through the normal channels of the Chair or the Chief Executive Ofﬁcer. She chairs the Nomination Committee when it is considering succession to the role of Chair, and acts as a sounding board for the Chair and an intermediary for other Directors if necessary.