The Board of Directors believes that effective corporate governance is essential to maintaining investor confidence and the integrity of the company. The Board is therefore committed to adhering to the highest standards of responsible conduct in all areas of the business.
ADES International’s Board is accountable to shareholders for delivering a sustainable financial performance and shareholder value. To achieve these objectives, the Board approves and oversees the implementation of Group strategy, determines the Company’s key policies and reviews management and financial performance against its targets.
The Company’s Independent Non-Executive Directors are responsible for monitoring management and providing the appropriate checks and balances are applied to Board.
The chief responsibilities of the Audit Committee include:
- Monitoring the integrity ofthe Group’s financial statements
- Overseeing relationships withexternal auditors
- Reviewing Group financialreporting and accounting policy
- Supervising internal auditprogramme and risk management
- Ensuring effectivewhistleblowing procedures
The main role of the Remuneration Committee is to develop and maintain a remuneration strategy that ensures Executive Directors and senior management are rewarded in a manner that is both fair and closely aligned to the long-term interests of shareholders.
|Dr. Mohamed Farouk||Chairman|
To view the Terms of Reference for the Remuneration Committee, click here
The Nominations Committee is principally tasked with ensuring that the composition of ADES International's Board and Committees is balanced and supportive of the Group's business aims and ensures best practice in corporate governance. It is also responsible for succession planning for Directors and other key executives.
|Dr. Mohamed Farouk||Member|
To view the Terms of Reference for the Nomination Committee, click here
The Board currently comprises a Chairman, Chief Executive Officer and four Independent Non-Executive Directors. Together, they bring a broad range of business, commercial and industry experience to the Company. The Board is of the view that there is an appropriate balance of skills, experience and independence among its members to effectively perform their duties and responsibilities.
|Board Member||Year Appointed|
|Mr. Ayman Mamdouh Abbas||2016|
|Dr Mohamed Farouk Abdelkhalek
|Mohamed Walid Cherif
Mr. Ayman Mamdouh Abbas
ChairmanMr. Abbas has been a member of the Company’s board since inception. He has held management positions in the oil and gas industry since 1998, when he co-founded and served as managing director and board member of the Egyptian Chinese Drilling Company (ECDC). Mr. Abbas has been chairman of ADES Group since 2003 and has played a key role in transforming the company into a regional player. He was also a board member of Advansys Systems, a group focusing on the provision of solutions for the oil and gas industry. Beyond oil and gas, Mr. Abbas has led investments in industries including real estate, trading and commercial representation, food and agriculture, and control and automation engineering. He was previously Managing Partner at Invensys for Engineering and Services Egypt, a joint venture established in 2004 with Invensys Systems (IES), an FTSE 100 company focusing on outsourcing technology and engineering services worldwide. Mr. Abbas was also managing partner of financial investment firm Compass Capital and a partner at 10 Ramadan for Pharmaceutical Industries and Diagenetic Reagents (Rameda) SAE. In 2015, he assumed the role of Chairman of the Board for Advansys Engineering Service & Consultancy.
Dr. Mohamed Farouk Abdelkhalek
Managing DirectorDr. Farouk has been a member of the company’s Board since inception on 22 May 2016 and has served as chief executive officer since 2012, during which time he has led the company’s expansion into new markets and services as ADES transforms into a leading global rig operator. Dr. Farouk joined the Group from Invensys Operations Management (IOM), a FTSE 100 company, where he was most recently senior vice president for global delivery and operations based in Texas. He served earlier with Invensys as Director of Invensys Global Engineering Excellence Centres in Egypt, India, China and Argentina, prior to which he was the General Manager of Invensys Engineering and Services in Egypt. He began his career in 1991 as a Project Engineer at ConiSys Egypt, a provider of control and instrumentation systems technology. Dr. Farouk holds a PhD in systems engineering and control from Case Western Reserve University of Ohio, USA. He was subsequently an associate professor of electrical engineering at Cairo University. His past directorships include service to the board Schneider Electric for Process Systems; he is currently the Non-Executive Chairman of Invensys Engineering and Services Egypt.
Mr. Walid Cherif
Independent Board MemberMr. Cherif has been an independent director of the Company since March 2017. Mr. Cherif is the founder of the private debt business at Gulf Capital where he has headed the debt platform since he joined in 2011. Mr. Cherif has more than 22 years of experience in international finance in emerging markets. He has participated in raising more than U.S.$600 million of commitments for mezzanine and equity funds as well as structuring and executing several junior debt and structured equity transactions on the investment and divestment sides. Before joining Gulf Capital, he was the head of the NBK Capital Mezzanine Fund (a subsidiary of National Bank of Kuwait) where he made several mezzanine investments in companies operating in the Middle East and Turkey. He currently sits on the investment committee of both funds and on the board of several portfolio companies in the Middle East. Prior to joining NBK Capital in 2007, Mr. Cherif spent ten years at the International Finance Corporation – The World Bank Group in Washington, D.C., Dubai and Istanbul. Mr. Cherif holds a Master in Business Administration in Finance and International Business from George Washington University in the USA, and a Bachelor of Business Administration from the Institut Supérieur de Gestion, University of Tunis III.
Mr. Nabil Kassem
Independent Board MemberMr. Kassem has been an independent director of the Company since March 2017. Mr. Kassem is currently the Managing Director, Private Equity, at Gulf Capital; the founder, CEO and managing partner of excellenceO2; and the executive chairman, founder and CEO of Optimind Corporation. From 2000 to 2005, Mr. Kassem was vice president of global sales for Schlumberger Oilfield Services and the vice president and general manager for the Middle East & Asia Pacific region for Schlumberger Information Solutions. He later assumed the role of VP and Managing Director at Invensys Operations Management for the MENA and Asia-Pacific regions, after which he established his industrial consulting firm, Optimind. Parallel to his work at Optimind, Mr. Kassem founded excellenceO2, an operations consultancy serving clients across a number of industries. In 2011, Mr. Kassem joined Gulf Capital in 2011 and holds a number of directorships. Mr. Kassem earned a BS in mechanical engineering from Birmingham University, an M.Eng in control systems from Sheffield University, and a diploma from Sloan School of Management.
Mr. Yasser Hashem
Independent Board MemberMr. Hashem joined the Company’s Board of Directors as an independent member in February 2017. He has been Managing Partner of Zaki Hashem & Partners, Attorneys at Law, since 1996, where his primary areas of expertise include corporate, M&A, capital markets and telecommunications law. In more than 27 years of professional practice, Mr. Hashem has advised on corporate structure and restructuring for both foreign and domestic companies and continues to provide counsel to foreign and domestic investors on the most efficient structures through which to do business in Egypt. Mr. Hashem has been lead counsel on numerous M&A and capital market transactions, a number of which are among the largest to have taken place in Egypt in recent years. Mr. Hashem was admitted before the Egyptian Court of Cassation in 2007 and is member of the Egyptian Society of International Law and the Licensing Executive Society. He holds an LL.B. from Cairo University’s Faculty of Law.
Mr. Ulf Henriksson
Independent Board MemberMr. Ulf Henriksson joined the Board on March 2017 as an independent member. He has demonstrated ability to lead people in challenging and complex business environments and brings to the Board experience in industrial products and markets. He was most recently the president and chief executive officer of Dematic Group, the global engineering and logistics company operating in 35 countries, where he served from April 2012 to November 2016. During his tenure at Dematic, he delivered substantial equity investors a return following their divestment to KION Group in 2016. Ulf spent six years as CEO of Invensys plc (2005 to 2011). He was also previously a Board Member of Hexagon AB from 2007 to May 2013 and a senior advisor to TPG Capital from September 2011 to December 2012.