Corporate Governance

Corporate Governance

Our Commitment

Our Board of Directors is committed to the highest standards of corporate governance, reflecting international best practice. Our Board is responsible for the implementation and oversight of our corporate governance framework. Our Board complies with the corporate governance requirements applicable to public joint stock companies listed on the Abu Dhabi Securities Exchange.

Our Board includes non-executive independent members and has established the following permanent committees: the Audit Committee, the Nomination and Remuneration Committee, and the Executive Committee.

Board of Directors

Borouge is governed by an experienced Board of Directors, responsible for protecting shareholders’ interests, establishing policies for management, oversight of the organisation, and making decisions about important issues Borouge faces.

H. E. Dr. Sultan Al Jaber

Chairperson

Minister of Industry and Advanced Technology & UAE Special Envoy for Climate Group MD & CEO of ADNOC and Chairman of Masdar.

In November 2020, H.E. Dr. Sultan was appointed as the UAE’s special envoy for climate, a role he previously served in from 2010 to 2016.

Dr. Al Jaber was appointed to the UAE cabinet in 2013, where he served as a Minister of State of the United Arab Emirates until July 2020.

Dr. Al Jaber serves as Group CEO and Managing Director of the Abu Dhabi National Oil Company, where, since 2016, he has led a rapid and comprehensive transformation at the direction of the UAE leadership. At ADNOC, Dr. Al Jaber has initiated a program of increased efficiencies, strengthened the company’s overall performance and fostered a more commercial mindset.

Prior to taking on the leadership position at ADNOC, Dr. Al Jaber was the Chief Executive Officer of the Energy platform at Mubadala, the Abu Dhabi government’s strategic investment arm. In 2006.

In July 2020, Dr Al Jaber was appointed Chairman of Emirates Development Bank, a key partner in providing financial services for the sustainable economic and social development of the UAE. In December 2020, Dr Sultan Ahmed Al Jaber was appointed as a board member to the Abu Dhabi Supreme Council for Financial and Economic Affairs.

Dr. Al Jaber is Chairman of the Board of Trustees of the Mohamed bin Zayed University of Artificial Intelligence. He serves on the board of Emirates Global Aluminum- the fifth largest aluminum company in the world.

In addition, Dr. Al Jaber served as Chairman of the Abu Dhabi Ports Company from 2009-2019.

Dr. Al Jaber served as Chairman of the UAE National Media Council from 2015 to 2020, where he led an organizational and governance restructure.

Dr. Al Jaber has previously served on the United Nations Secretary General’s High Level Group on Sustainable Energy for All.

Mr. Thomas Gangl

Vice Chairperson

Mr. Thomas Gangl was appointed as Vice-Chairman of the Board as of the establishment of the Company. Mr. Gangl was appointed as Chief Executive Officer of Borealis AG in April 2021 and has previously served as a member of the supervisory board of Borealis AG. From 2019 to April 2021, Mr. Gangl was Executive Board Member of OMV, responsible for Refining & Petrochemical Operations at OMV. With more than 20 years of experience at OMV, Thomas Gangl has not only played a significant part in shaping OMV’s refining and petrochemicals business but was also responsible for establishing chemical recycling and thereby laying the foundation for OMV’s circular economy strategy. Mr. Gangl began his OMV career in 1998 as a process engineer at the Schwechat refinery. In 2011, Mr. Gangl became General Manager of OMV Deutschland GmbH and Site Manager in Burghausen, Germany. In 2014, Mr. Gangl was appointed as Site Manager in Schwechat and 2016 he took over the role as Senior Vice President of the Business Unit Refining & Petrochemicals with responsibility for all three OMV refineries.

Mr. Gangl studied process engineering at the Vienna University of Technology in Vienna, Austria, and mechanical engineering at the University of Salford in Manchester, United Kingdom.

Mr. Khaled Salmeen

Director

Mr. Khaled Salmeen shall continue to be the Chairperson of PTE’s board of directors and was appointed as a member of the Board of Directors as of the etablishment of the Company. Mr. Salmeen is the Executive Director of Downstream Industry, Marketing and Trading at ADNOC. In this role he leads ADNOC’s Trading and Supply functions, as well as its Downstream and Industry operations. This includes the growth of its existing refining and petrochemicals business, development of TA’ZIZ, a globally competitive industrial eco-system in Ruwais that will support Abu Dhabi and the UAE’s industrial growth ambitions, and ADNOC’s evaluation of new business opportunities within Hydrogen. Mr. Salmeen is also responsible for ADNOC’s strategic overseas storage and enhancing the company’s global presence through ADNOC Marketing International. Previously, he served as Chief Executive Officer of Khalifa Industrial Zone Abu Dhabi, Chairman of Abu Dhabi Terminals, and Chief Operating Officer of Tabreed (National Central Cooling Company). He also led ADNOC’s transformation efforts in the capacity of Program Management Office Director from 2016 to 2017, during a period of significant transformation for the ADNOC Group.

In addition to his role as Executive Director of Downstream Industry, Marketing and Trading at ADNOC, Mr. Salmeen is a member of the board of directors of Fertiglobe plc, Abu Dhabi Marine Business and Services Company PJSC, Abu Dhabi Oil Refining Company (Takreer), ADNOC Gas Processing, ADNOC LNG, ADP, ADNOC Global Trading and Abu Dhabi National Oil Company for Distribution PJSC. He is also the chairman of PTE, ADNOC Trading, TA’ZIZ, Abu Dhabi Gas Distribution and National Gas Shipping Company Limited. He holds a Bachelor of Science Degree in Engineering from the Colorado School of Mines in the United States and an Executive MBA from INSEAD.

Mr. Abdulaziz Abdulla Alhajri

Director

Mr. Abdulaziz Abdulla Alhajri was appointed as a member of the Board of Directors as of the establishment of the Company. Mr. Alhajri was the Executive Director of Downstream at ADNOC from May 2016 until his retirement in April 2021. From 2007 to 2016, Mr. Alhajri was the Chief Executive Officer of ADP. Mr. Alhajri currently serves as a member of the board of directors of Abu Dhabi Oil Refining Company (Takreer), ADP and Arkan Building Materials PJSC. Mr. Alhajri holds a Bachelor’s Degree of Science in Chemical Engineering from the University of Texas in the United States.

Mr. Khaled Mohamed Abdulla Alalkeem Al Zaabi

Director

Mr. Khaled Mohamed Abdulla Alalkeem Al Zaabi was appointed as a member of the Board of Directors as of the establishment of the Company. Mr. Khaled Mohamed Abdulla Alalkeem Al Zaabi is the current Acting Group Chief Financial Officer of ADNOC. Mr. Al Zaabi previously served as the Senior Vice President of the Financial Planning, Reporting & Group Performance Management function of ADNOC from February 2021 to December 2021, and as the Senior Vice President of the Financial Planning, Budgeting & Reporting function of ADNOC from January 2020 to January 2021. He also serves as a member of the Board of Directors of ADNOC Group Treasury Services Limited, ADNOC Oil Pipelines LLC, ADNOC Gas Pipeline Assets LLC, Abu Dhabi Oil Refining Company (Takreer), ADNOC Trading LTD, as well as a committee member on several ADNOC-affiliated companies. Mr. Al Zaabi holds a Bachelor’s Degree in Finance from Deakin University, Victoria, Australia.

Mr. Omar Al Farsi

Director

Mr. Omar Al Farsi was appointed as a member of the Board of Directors as of the establishment of the Company. Mr. Omar Al Farsi is the current Senior Vice President Accounting, Strategy Reporting and Tax at ADNOC. Previously, Mr. Al Farsi served as the Senior Vice President Financial Policies, Systems and Controls at ADNOC from May 2020 to February 2021 and the Chief Financial Officer of Emirates Defence Industries Company PJSC from February 2015 to April 2020. Prior to that, Mr. Al Farsi was a Director of Finance and Director of Supply within the Mubadala group. Mr. Al Farsi holds a Bachelor’s Degree of Science in Computer Science (with a Business specialisation) and a Master’s Degree in Professional Accounting from Seattle University. Mr. Al Farsi is also a certified public accountant from the State of Washington, USA.

Ms. Tasnim Ahnaish

Director

Ms. Tasnim Faraj Abdulla Ahnaish was appointed as a member of the Board of Directors as of the establishment of the Company. Ms. Ahnaish is currently Vice President of ADNOC’s Value Chain Optimisation & Analytics function. Ms. Ahnaish previously served as a Manager of ADNOC’s Value Chain Optimisation & Analytics function from January 2019 to June 2020 and various roles such as a Principle Research Investigator at Standards and Technology Division, Research and Development and Environmental Engineer at Standards and Technology Division, Environmental and Energy Efficiency Department at ADNOC Gas Processing from November 2012 to December 2017, which included a three-month secondment to TotalEnergies in 2016. In addition, between 2012 and 2014, she worked as an Operations and Environmental Engineer at ADNOC Gas Processing in its Ruwais and Habshan plants, responsible for leading and executing ADNOC's digitisation scope of work. Ms. Ahnaish holds a Bachelor of Science degree in Chemical Engineering from the American University of Sharjah, United Arab Emirates, a Masters of Law in International Law and Sustainable Development from the Sorbonne University, United Arab Emirates and an Executive Master of Business Administration degree from Cambridge University, United Kingdom.

Mr. Mark J. S. Tonkens

Director

Mr. Mark J. S. Tonkens was appointed as a member of the Board of Directors as of the establishment of the Company. Mr. Tonkens joined Borealis AG in 2009 and has been the Chief Financial Officer since November 2014. Before that, he was the Senior Vice President of Group Controlling. Before joining Borealis, Mr. Tonkens held a number of senior management roles in the Royal Philips group, including as Chief Financial Officer and Senior Vice President of various major global Business Units or Country Organisations located from the Netherlands and Greece in Europe to Taiwan and Hong Kong in Asia.

Mr. Tonkens has a Master of Science degree in Business Economics and a post graduate Chartered Accountant (Register accountant) degree from the University of Groningen in the Netherlands.

Mr. Philippe René M. Roodhooft

Director

Mr. Philippe Roodhooft was appointed as a member of the Board of Directors as of the establishment of the Company. Mr. Roodhooft was appointed Executive Vice President Joint Ventures and Growth Projects of Borealis AG in January 2018. From 2013 to 2017, he was Chief Operating Officer of ADP. Between 2007 and 2013, Mr. Roodhooft held several senior management positions within Borealis, including as General Manager for the Central European production sites, Senior Vice President Operations for the Borealis group of companies and Senior Vice President Supply Chain and Product Management for Polyolefins.

Mr. Roodhooft holds a Master’s degree Cum Laude in Applied Science from the Katholieke Universiteit Leuven, Belgium, with a specialisation in Production Management and Electro-Mechanical Engineering.

Mr. Thomas Michael Boesen

Director

Mr. Thomas Boesen was appointed as a member of the Board of Directors as of the establishment of the Company. Mr. Boesen was appointed Vice President Middle East and Asia of Borealis AG in May 2018. Prior to this role, he was Chief Financial Officer and Senior Advisor with responsibility for strategy in Borouge. Mr. Boesen first joined Borealis in 1994 and has since held several roles including Director of Business Planning & Analysis, Director of Decision Support, Business Development Manager of Innovation and Middle East Asia, eBusiness Project Manager and Business Unit Controller of Engineering Applications. He was seconded by Borealis to Borouge from 2005 to 2008 and again from 2011 to 2018.

Mr. Boesen holds a Master’s degree in Economics and Business Administration from Copenhagen Business School, Denmark with specialisation in Finance, Accounting and International Business.

Mr. Roger Brown

Director

Mr. Roger Brown was appointed as a member of the Board of Directors as of the establishment of the Company. Mr. Roger Brown is currently the Executive Vice President of Downstream & Asset Management at ADNOC. Prior to joining ADNOC in March 2022, Mr. Brown was the Chief Executive Officer of Varo Energy. Prior to that, Mr. Brown had senior roles at BP and Klesch Petroleum. During his career, which exceeds 35 years, Mr. Brown has worked across the downstream value chain in Europe, North America, Asia and the Middle East. Mr. Brown holds a degree of Engineering Science & Technology from Loughborough University, England.

Executive Management Team

The day- to- day management of the Company’s operations is conducted by our senior executive team.

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Hazeem Sultan Al Suwaidi

Chief Executive Officer

Mr. Hazeem Sultan Al Suwaidi has been the Chief Executive Officer of ADP since January 2020 and has been appointed as the Chief Executive Officer of the Company. He has been leading the company’s production activities, boosting its growth projects and contributing to developing the UAE’s petrochemicals industry From 2017 to 2020, Mr. Al Suwaidi was the CEO of Ruwais Fertilizer Industries LLC (Fertil), where he played a pivotal role in growing the business regionally and internationally and successfully transformed it into a high performing, market-facing and people centered company. Before moving to Fertil in 2017, Mr. Al Suwaidi was the Senior Vice President Regional Sales MEA at Borouge Pte, where he successfully secured a strong market position for Borouge's products in the MEA Region with strong commercial performance during the high growth period of Borouge 3 capacity ramp up.

Mr. Al Suwaidi holds a Bachelor’s Degree with honours in Business Administration majoring in Marketing from the California State University of San Bernardino, United States of America. He is currently a Board Member of the Gulf Petrochemicals and Chemicals Association (GPCA).

  • Saeed Sultan Al Dhaheri

    Chief Financial Officer

    Mr. Saeed Sultan Al Dhaheri has been the Chief Financial Officer of ADP since April 2018 and has been appointed as the Chief Financial Officer of the Company. Mr. Al Dhaheri has more than 22 years of experience in the oil and gas industry and was formerly the Chief Financial Officer of a number of ADNOC Group companies, including ADNOC Gas Processing, ADNOC Drilling PJSC and ADNOC Industrial Gases. Mr. Al Dhaheri is currently a member of the ADNOC Gas Processing audit committee and was previously a member of the audit committees of ADNOC L&S, ADNOC Offshore and Abu Dhabi Water & Electricity Company.

    Mr. Al Dhaheri holds a Bachelor of Science Degree in Business Studies from the University of Colorado, USA and an Executive MBA with Distinction from Zayed University, UAE. He is a Chartered Global Management Accountant (CGMA) from the Association of International Certified Professional Accountants and a Certified Manager from the Institute of Certified Professional Managers.

  • Rainer Hoefling

    Chief Marketing Officer

    Mr. Rainer Hoefling has been the Chief Executive Officer of PTE since November 2021 and has been appointed as the Chief Marketing Officer of the Company. Mr. Hoefling joined Borealis in 2007 as Director of the Melamine Business Unit. Mr. Hoefling served as the Chief Executive Officer of Borealis’ fertilizers, melamine and technical nitrogen business from October 2018 to November 2021 and was appointed as interim Executive Vice President Polyolefins and Innovation and Technology in April 2018.

    Mr. Hoefling holds a Master of Science in Plastic Engineering from the University of Applied Sciences Würzburg, Germany, and a Master of Business Administration from the University of Toronto, Canada.

  • Louis Roland R. Desal

    Chief Operating Officer

    Mr. Louis Roland R. Desal has been the Chief Operating Officer of ADP since November 2017 and has been appointed as the Chief Operating Officer of the Company. Prior to joining ADP, Mr. Desal spent over 27 years in operations with Borealis. During his time at Borealis, Mr. Desal held various positions including HSE Manager responsible for the Belgian production locations, head of the Process Safety Leadership team for the European locations of the Borealis Group, and Senior Vice President of Operations Base Chemicals where he was responsible for the Hydrocarbon and Fertilizer production units at different locations in Europe.

    Mr. Desal holds a Master’s degree in Chemical Engineering from Belgium in 1982 and an Executive Master’s degree in Business Administration (MBA) from Austria in 2010.

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Board Committees

The Board has established three permanent committees – an Audit Committee, a Nomination and Remuneration Committee (each subject to the composition requirements of the Governance Rules) and an Executive Committee. If the need should arise, and subject to the Articles of Association, the Board may set up additional committees as appropriate.

The Audit Committee assists the Board in discharging its responsibilities regarding financial reporting and external and internal audits and controls.

The Nomination and Remuneration Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or Committee members as the need may arise.

In addition, the Nomination and Remuneration Committee assists the Board in its responsibilities in relation to remuneration, including setting the over-arching principles, parameters and governance framework and determining individual remuneration and benefits packages of senior management.

The Executive Committee assists the Board in the discharge of its duties. Additionally, the Executive Committee provides recommendations to the Board on matters that require Board approval.

Policies

  • Borouge code of conduct

  • Borouge third party code of conduct

  • Online anonymous reporting

  • Quality policy