Corporate governance is an internal system encompassing policies, processes and people, which serves the needs of shareholders and other stakeholders, by directing and controlling management activities with good business savvy, objectivity, accountability and integrity. Sound corporate governance is not only about structure and clarity in management and areas of responsibility, but it also encourages good transparency so that shareholders can understand and monitor the development of the company.
The Board and the Management of Renaissance Services SAOG (the “Company”) are committed to adopt the best practices of corporate governance that promote ethical standards and individual integrity. The Company will continue to focus on its resources, strengths and strategies for creating, safeguarding and enhancing shareholders’ value while at the same time protecting the interests of its stakeholders.
This report illustrates how the Principles of Corporate Governance and the provisions of the Code of Corporate Governance, set out in the Capital Market Authority’s (CMA) Code of Corporate Governance for companies listed on the Muscat Securities Market (MSM), and the Provisions for Disclosure stipulated in the Executive Regulations of the Capital Market Law, are adhered to by the Company.
The Company believes that the Code prescribes a minimum framework for governance of a business. The Company’s philosophy is to develop this minimum framework and institutionalise its principles as an ingredient of its corporate culture. This will lay the foundation for further development of a model of governance with superior governance practices, which are vital for growing a successful business. The Company recognises that transparency, disclosure, financial controls and accountability are the pillars of any good system of corporate governance.
In accordance with the Provision for Disclosure stipulated in the Executive Regulation of the Capital Market Law, Deloitte & Touche (M.E.) has issued a separate Factual Findings Report on the Company’s Corporate Governance Report for the year ended 31 December 2016.
1. New Code of Corporate Governance
The Capital Market Authority circulated a new Code of Corporate Governance (the ‘Code’) for public joint stock companies, which came into force and effect as of July 2016. The new Code replaced the 2003 Code of Corporate Governance for Public Listed Companies (‘the Old Code’).
The Company has applied the principles of the Code and is fully compliant with its provisions.
Since the introduction of the Code, the Company has implemented the following provisions including but not limited to:
- Updated existing/developed new company policies to ensure compliance with the Code;
- Renamed the Board Sub-Committees;
- Pre-approved all related party transactions in the ordinary course of business by the Audit and Internal Controls Committee and Board;
- Complied with the provisions of the Code relating to conduct of Board meetings;
- Measured the performance of the Board Subcommittees in 2016;
- Initiated the process of appointing an independent consultant to develop criteria for measuring the performance of the Board and Sub-committees in 2017;
- Conducted corporate governance training for the Board and Executive Management.
As of the date of this report, the provisions of the Code relating to the independence of the Directors do not apply. The CMA issued guidance on the provisions relating to the independence of Directors, clarifying that these provisions will only apply upon election of a new Board. As the Board of Directors were last elected in March 2014, the provisions will apply from March 2017 at the next Board elections. All Board members are therefore currently considered independent until a new Board has been elected in March 2017, at which point the new Board of Directors will be constituted in accordance with the provisions in the Code relating to independence of Directors.
2. Company’s Philosophy
The Company upholds a governance philosophy that aims at enhancing long term shareholder value while at the same time adheres to the law and observes the ethical standards of the business environment within which it operates.
According to the Company’s governance paradigm the management assumes accountability to the Board, and the Board assumes accountability to the Shareholders. The Board’s role is to be an active participant and a decision-maker in fostering the overall success of the Company by enhancing shareholder value, selecting and evaluating the top management team, approving and overseeing the corporate strategy and management’s business plan, and acting as a resource for management in matters of planning and policy.
The Board monitors corporate performance against the strategic and business plans, and evaluates on a regular basis whether those plans pay off in terms of operating results.
In order that it can effectively discharge its governance responsibilities, the Board ensures that all Board members are non-executive.
Furthermore, the Board accesses independent legal and expert advice of professionals who also assist the management. The Board also encourages active participation and decision making on the part of shareholders in General Meeting proceedings.
The Board maintains a positive and ethical work environment that is conducive to attracting, retaining and motivating a diverse group of top quality employees at all levels. The Board, through the Nomination and Remuneration Committee, reviews and decides the parameters for assessment and compensation of key personnel.
The Board abides by ethical behaviour principles at all times. It ensures that the Company complies with all laws and regulations and has developed a Code of Ethics that promotes these values among its employees. The Company has also developed a comprehensive number of policies to ensure compliance with the requirements of the new Code of Corporate Governance, as well as updated its policies in existence prior to the introduction of the new code. These policies include, but are not limited to, Audit and Internal Controls Committee Policy, Rules for Related Party Transactions, Disclosure Guidelines, Corporate Social Responsibility Policy, Conflict of Interest Policy, Board Secretarial Duties, Auditor Consultancy Policy and a number of other policies.
3. Board of Directors
During 2016, the Board consisted of seven Directors. Five Directors on the Board are Shareholders / representatives of Shareholders and two Directors are non-shareholder Directors.
3.1 The Composition and Category of Directors and Board Meeting Attendance
The above Board members were elected on the 26th of March 2014 for a tenure of three years which will expire in March 2017. The Company will hold elections for members of the new Board of Directors at the AGM in March 2017.
*Mr Yeshwant Desai has expressed an intention not to offer himself for re-appointment as a Director at the forthcoming AGM in March 2017, having served on the Renaissance Board for many years. Mr Desai will continue to serve on the Renaissance Board until the new Board is elected, and will formally retire as a member of the Board at the AGM in March 2017.
3.2 Statement of the Names & Profiles of Directors and Top Management
The Renaissance Board brings together core competencies of Directors with vision, strategic insight, and industry knowledge, who provide direction to the executive management.
Samir J Fancy - Chairman
Mr. Samir J Fancy is the Chairman of the Board of Directors since 1996. He has held senior positions and undertaken leading roles such as:
- Founder and Vice Chairman of Tawoos Group since 1983, and Chairman of Tawoos Group since 2005
- Chairman of Topaz Energy & Marine SAOG since foundation and up to its acquisition by the Company in May 2005
- Chairman of Amani Financial Services SAOC since 1997
- Chairman of Topaz Energy & Marine Ltd
- Director of Renaissance Duqm Holding SAOC
- Director of Renaissance Duqm Accommodation Company SAOC
- Director of Renaissance International Ltd
- Director of Samena Capital
- Director of BUE Marine Ltd
- He has acted as a Director of National Bank of Oman, Muscat Finance Company and Vision Insurance in the past
Ali bin Hassan Sulaiman - Deputy Chairman
Mr. Ali bin Hassan Sulaiman is a member of the Board of Directors of the Company since 1996 and is Deputy Chairman since March 2010. He is a founder of Ali and Abdul Karim Group and director in the following companies:
- Topaz Energy & Marine SAOG for several years up to its acquisition by the Company in May 2005
- Majan Glass Co SAOG
- Topaz Energy & Marine Ltd
- Renaissance Duqm Holding SAOC
- Renaissance Duqm Accommodation Company SAOC
HH Sayyid Tarik bin Shabib bin Taimur - Director
HH Sayyid Tarik bin Shabib bin Taimur is a member of the Board of Directors of the Company since 1996. Other positions held by him include the following:
- Founder and Director of Tawoos Group
- Chairman of Marina Bander Al Rowdha SAOG for six years until its takeover by the Government of the Sultanate of Oman in April 2003
- Chairman of Renaissance Duqm Holding SAOC
- Chairman of Renaissance Duqm Accommodation Company SAOC
- Chairman of National Hospitality Institute SAOG (now SAOC) since 1995
- Director of Amani Financial Services SAOC
Sunder George - Director
Mr. Sunder George is a member of the Board of Directors of the Company since 2001. He has extensive experience in Banking & Finance and has held several senior executive positions in Oman & abroad until he retired from Bank Muscat on 31 December 2012 as its Deputy Chief Executive. He was Chief Adviser to the Bank for a year until the end of 2013. Sunder George sits on the Board of Directors of the following Companies:
- Topaz Energy & Marine Ltd
- Director of Bank Muscat
Yeshwant C Desai - Director
Mr. Yeshwant C Desai is a member of the Board of Directors of the Company since 2001 and is the Chairman of the Audit and Internal Controls Committee and also Chairman of the Nomination and Remuneration Committee. He has had a successful career and extensive experience in Banking & Finance and has held senior executive positions in Oman & abroad, which include:
- Ex-CEO of Bank Muscat SAOG
- Director of Topaz Energy & Marine SAOG for several years up to its acquisition by the Company in May 2005
- Ex-Director of Topaz Energy & Marine Ltd
Colin Rutherford – Director
Mr. Colin Rutherford has been a member of the Board since 2005 and was formerly Chairman of BUE Marine Holdings Limited prior to its acquisition by Renaissance Group SAOG. He has diverse experience of public and private companies having served on many international Boards. He is a Chartered Accountant and former Corporate Financier, and currently enjoys the following positions within his portfolio:
- Executive Chairman and CEO of Teachers Media PLC
- Non-Executive Director and Audit Committee Chairman of Mitchells & Butlers PLC
- Non-Executive Chairman of Brookgate Limited
- Colin holds further positions in retail, specialist building products and real estate, amongst others
Saleh bin Nasser Al Habsi - Director
Mr. Saleh Al Habsi is the General Manager of the Pension Fund of the Ministry of Defence. He holds an MBA and M.Sc in Finance from the University of Maryland (USA) and BSBA and BA from Boston University (USA). He also attended a senior executive programme at London Business School and High Performance Boards Programme at IMD, Switzerland. Mr. Al Habsi is also member of the Board of GrowthGate Capital, a regional private equity company and also a former member of the Board of Al Suwadi Power Company SAOG.
Previously, he served as Chairman of Muscat Fund, Deputy Chairman of Gulf Custody Company Oman SAOC. He was a Board member of Bank Dhofar SAOG, Board member of National Bank of Oman and Al Omaniya Financial Services SAOG.
Stephen R Thomas OBE – Chief Executive Officer
Mr. Stephen R Thomas joined Tawoos Group as General Manager of Tawoos Industrial Services Co LLC in 1988. He took over as Chief Executive Officer of Renaissance Services SAOG in 1998. In the 2010 United Kingdom New Year’s Honours List, Mr. Thomas was appointed an Officer of the Most Excellent Order of the British Empire (OBE) for services to business abroad and services to the community in Oman. He also held senior positions in the Group including the following positions:
- Director of Renaissance Hospitality Services SAOG since foundation and until its merger with Renaissance Services SAOG in April 2002
- Founder and former Chairman of Oman Society for Petroleum Services (“OPAL”)
- Director of Topaz Energy & Marine Ltd
3.3 Membership of Other Boards/ Board Committees (SAOG Companies in Oman)
3.4 Number & Dates of Meetings of the Board of Directors
The Board held five meetings during 2016 on the following dates:-
14 January 2016, 24 February 2016, 11 May 2016, 11 August 2016, and 7 November 2016.
4. Audit and Internal Controls Committee & Other Sub-committees
The Audit and Internal Controls Committee is a subcommittee of the Board comprising of three Directors, all of whom are independent, non-executive directors.
4.1 Brief Description & Terms of Reference
The functions of the Audit and Internal Controls Committee are as follows:
- Recommend to the Board the appointment and removal of the Statutory Auditors and determine their independence, fee and terms of engagement for approval by the Shareholders.
- Review the audit plan and results of the audit in conjunction with the Statutory Auditors and provide its comments and consider whether Statutory Auditors have full access to all relevant documents
- Following up on the work of the Statutory Auditors and approving any non-audit services which they are assigned during the audit process.
- Overseeing the preparation of the financial statements including:
- Reviewing the annual and quarterly financial statements prior to publication.
- Reviewing the reservations and qualifications of the external auditors in the draft financial statements.
- Discussing the accounting principles in general focusing on any changes in accounting policies and principles that had taken place and their impact on the financial position of the Company
- Ensuring compliance with disclosure requirements prescribed by the CMA.
- Consideration and follow up of the comments of the Statutory Auditor on the annual and quarterly financial statements and providing opinion and recommendation to the Board.
- Consideration and review of the Internal Audit function in general and submitting an annual report outlining its opinions and recommendations with particular reference to reviewing the scope of internal audit plan for the year, reports of internal auditors pertaining to critical areas, efficacy of internal auditing and whether the internal auditors have full access to relevant documents.
- Oversee the adequacy and sufficiency of internal control systems either through consideration of the internal and external Audit Reports or by appointing an independent consultant and any following up remedial action.
- Review any non-compliance with disclosure requirements prescribed by CMA.
- Oversee the Company’s financial reporting process and the disclosure of its financial information to ensure accuracy, sufficiency and credibility of the financial statements.
- Consideration of the adopted accounting policies and principles and providing opinion and recommendation to the Board.
- Serve as a channel of communication between Statutory & Internal Auditors and the Board.
- Developing a risk management plan and following up on its implementation. The plan should include the key risks which the Company is exposed to, their probability, mechanisms for detecting, measuring and monitoring these risks and any mitigation mechanisms.
- Developing and reviewing risk management policies taking into account the business, any changes in market conditions and the Company’s investment and expansion tendencies and approach.
- Guiding the Board and Executive Management on risk management matters.
- Reporting periodically, or as directed by the Board, on the risk status and management.
- Review proposed related party transactions and providing appropriate recommendations to the Board.
- Validating and verifying the overall efficiency of Executive Management in implementing operational directives and guidelines set up by the Board.
- Creating policies for safeguarding the Company’s human, material and intellectual resources and assets.
- Seek the assistance of any other entity on a consultancy basis to assist it to perform its duties.
4.2 Composition of Audit and Internal Controls Committee and Meetings Attendance
In 2016, the Audit Committee of the Company was renamed ‘Audit and Internal Controls Committee’ in accordance with the requirements of the Code of Corporate Governance. The Committee comprises of three non-executive Directors. During 2016, the Committee held four meetings on 23 February 2016, 10 May 2016, 10 August 2016 and 06 November 2016 respectively. The following table shows the composition of the Audit and Internal Controls Committee and the meetings attendance:
During its meetings in 2016, the Audit and Internal Controls Committee discussed and approved the annual internal audit plan, and recommended the appointment of the Statutory Auditors for the year 2017. It also reviewed and recommended the audited and quarterly accounts and looked into certain specific areas of the Company’s operations and reported on these to the Board. Further, the Audit and Internal Controls Committee also reviewed all related party transactions before submitting to the Board for approval.
4.3 The Nomination and Remuneration Committee
The Nomination and Remuneration Committee, formerly known as the ‘Compensation Committee’ was originally formed as a Board Committee to lay down and update the parameters for assessment and compensation of key personnel, undertake their performance assessment and report to the Board on the compensation and personnel policies. Following the implementation of the Code of Corporate Governance in July 2016, the Compensation Committee was formally renamed as the ‘Nomination and Remuneration Committee’ and its policy charter outlining the functions of the committee was updated to incorporate the requirements of the new code. These duties include assisting the Board with finding suitable Directors to sit on the Board, succession planning for Board members and senior executive management, drawing up job descriptions for board members and formulating a policy for remuneration of senior executives.
The committee, which consists of the following directors, held two meetings on 31 March 2016 and 21 December 2016:
* Since the introduction of the Code of Corporate Governance, Mr Yeshwant Desai has stepped down as a member of the Nomination and Remuneration Committee as he was serving as the Chairman of the Audit and Internal Controls Committee. As per the new requirement introduced by the Code, the Chairman of the Audit and Internal Controls Committee cannot serve as a Chairman or member of any other Sub-committee of the Board. Yeshwant Desai attended one Nomination and Remuneration Committee meeting in 2016 and was replaced by HH Sayyid Tarik bin Shabib bin Taimur.
** Mr Colin Rutherford stepped down from the Nomination and Remuneration Committee and was replaced by Samir J Fancy. Colin Rutherford attended one Nomination and Remuneration Committee meeting in 2016.
5. Process of Nomination of the Directors
In nominating and screening candidates to fill a casual vacancy, the Board, assisted by the Nomination and Remuneration Committee, seeks candidates with the skills and capacity to provide strategic insight and direction, encourage innovation, conceptualize key trends and evaluate strategic decisions. The Board focuses on professionalism, integrity, accountability, performance standards, leadership skills, professional business judgment, financial literacy and industry knowledge as core competencies of the candidates. While nominating competent candidates, the Board ensures that the shareholders retain the power of electing any candidate, irrespective of his candidature being recommended by the Board or otherwise, and that any shareholder has the full right of nominating himself.
6. Remuneration Matters
As per the approval accorded by the AGM held on 31March 2016, the Chairman is paid Rial 1,000/- for attending Board meetings, and other Directors are paid Rial 500/- as sitting fees per meeting. Sitting fees of Rial 750/- are paid to Committee Chairmen and sitting fees of Rial 650/- are paid to Committee Members. The remuneration, sitting fees and travelling expenses relating to the attending of the meetings paid to the Chairman and Directors for 2016 are as follows:
For the financial year 2016, it is proposed to pay remuneration of RO 19,700 for the Directors.
Total remuneration paid to the five senior executives of the Company (including its subsidiaries) during the year was Rial 1,207,408. This includes salary and benefits paid in cash, monetary value of all benefits calculated as per Company rules and a variable amount based on performance as recommended by the Nomination and Remuneration Committee of the Board.
The majority of the top 5 officers of the Company have been with the Company for a lengthy period of time. The employment contracts are usually entered into for an initial period of 2 years which are automatically renewed unless terminated in accordance with the terms mentioned therein. The notice period for termination of employment contracts for all the key personnel is a minimum of 2 months and the gratuity is computed and paid in accordance with the applicable Labour Laws.
The Company has a Senior Management Incentive Plan (SMIP). Under the Plan, the Company has created an overseas based trust structure under the name of Renaissance Services SMIP Limited, and uses trustees from an independent professional firm to oversee and administer the employees’ long-term benefit scheme independently from the Company. The scheme is a rolling programme that allows a part of the Company’s senior management bonus payments every year to be paid into the independent trust and the underlying structure. The proceeds are invested by the trustees in the shares of the Company through the MSM. The shares are directly released to the employees by the trustees proportionately over a period of 3 years. The structure and the operation mechanism ensure independency and transparency so that the employees are fully aware of the management and liquidity of their long-term employment benefits.
7. Details of non-compliance by the Company
There were no penalties or strictures imposed on the Company by the MSM/CMA or any statutory authority for the last three years. There are no areas in which the Company is not compliant with the Code of Corporate Governance.
8. Means of Communication
The Company has been sending financial results and material information to MSM Website via the MSM Electronic Transmission System. The Company has also been publishing annual audited & quarterly unaudited financial results and material information in the English and Arabic newspapers. The annual audited accounts and Chairman’s Report are despatched to all shareholders by mail, as required by law
The Company has been sending financial results and material information to MSM Website via the MSM Electronic Transmission System. The Company has also been publishing annual audited & quarterly unaudited financial results and material information in the English and Arabic newspapers. The annual audited accounts and Chairman’s Report are despatched to all shareholders by mail, as required by law.
The financial results and information on the Company are posted at: www.renaissance-oman.com as well as on the Muscat Securities Market website: www.msm.gov.om.
Meetings are held with analysts and members of the financial press in line with internal guidelines of disclosure.
The CEO’s Report, provided in the Annual Report, includes the Management Discussion and Analysis of the year’s performance.
9. Stock Market Data
9.1 High/ Low share prices during each month of 2016
9.2 Renaissance Share Price movement in comparison to the MSM Index and MSM Services Index.
9.3 Distribution of Shareholding as on 31 December 2016
Source of Statistics: Muscat Clearing & Depository (SAOC)
The Company has issued 423,141,678 mandatory convertible bonds (MCBs) at Rial 0.102 each on 25 July 2012 and listed on Muscat Securities Market (MSM) on 6 August 2012. The MCBs carry a coupon rate of 3.75% per annum and shall be converted at face value (Rial 0.100) through conversion into shares of the Company at the conversion price. In accordance with the issue prospectus, the conversion would be carried out in three tranches, 33.33% at the end of third and fourth year each and 33.34% at the end of fifth year, commencing from the third anniversary and ending on the fifth anniversary from the issue date.
However, in order to safeguard the interests of all stakeholders including MCB holders, the Company offered a repurchase option to MCB holders wishing to tender their MCBs to the Company prior to the first conversion date. To date, the Company has repurchased the first tranche of MCBs in July 2015, the second tranche in September 2015 and third tranche in July 2016 from MCB holders who offered to tender their MCBs.
Following the repurchase of the third tranche, the remaining 80,824,189 MCB’s are held by those MCB holders who chose not to participate in the repurchase scheme. These MCBs will be converted into shares in July 2017.
10. Professional Profile of the Statutory Auditors
Deloitte (Deloitte Touche Tohmatsu Limited), a UK private company limited by guarantee (“DTTL”) is a globally connected network of member firms in more than 150 countries and territories and each of its member firms are legally separate and independent entities. Deloitte employs more than 220,000 professionals globally.
Deloitte & Touche (M.E.) is a member firm of Deloitte Touche Tohmatsu Limited and is a leading professional services firm established in the Middle East region with uninterrupted presence since 1926. It provides audit, tax, consulting, and financial advisory services through 26 offices in 15 countries with more than 3,300 partners, directors and staff. It is a Tier 1 Tax advisor in the GCC region since 2010 (according to the International Tax Review World Tax Rankings). It has also received numerous awards in the last few years which include best employer in the Middle East, best consulting firm, the Middle East Training & Development Excellence Award by the Institute of Chartered Accountants in England and Wales (ICAEW), as well as the best CSR integrated organisation.
10.1 Audit Fees paid to the Auditors
During the year 2016, aggregate professional fees in the amount of Rial 198,232 were paid by the Company to Deloitte in respect of services provided for audit.
11. Confirmation by the Board of Directors
Renaissance is committed to conducting business legally and professionally under the highest standards of business ethics and moral code. This same high standard is expected and required of all Renaissance subsidiary companies and people working at every level throughout the group.
The Board of Directors confirms its accountability for the preparation of the financial statements in accordance with the applicable standards and rules.
The Board of Directors confirms that it has reviewed the efficiency and adequacy of the internal control systems of the Company. The Board is pleased to inform shareholders that adequate and efficient internal controls are in place, and that they are in full compliance with the internal rules and regulations.
The Board of Directors also confirms that there are no material matters that affect the continuation of the Company, and its ability to continue its operations during the next financial year
Click here for the full report