Corporate Governance

At Jazeera Airways, corporate governance is about commitment to values and ethical business conduct while managing the business. This includes corporate, operational, and commercial structures, corporate culture, policies and dealing with the various stakeholders.

Accordingly, timely and accurate disclosure of information regarding the financial situation, performance, ownership and governance of the company is an important part of Jazeera Airways corporate governance.

Marwan Boodai is the CEO of BoodaiCorp, the institutional founder of Jazeera Airways, and the Chairman of Jazeera Airways Group. Before chairing the Board, Marwan and the core founding team led the establishment process of the airline from raising capital for the airline, which was the first non-government airline in the Middle East, to securing traffic rights, fleet, and financing. Marwan continues to have an active role in steering the strategic direction of the company, especially in 2009 and 2010 when he led the Turn-Around Plan to bring the company back to profitability. Jazeera Airways Group returned to profitability in the third quarter of 2010 with record quarterly earnings. Marwan Boodai sits on several Jazeera Airways Group committees, including governance and financial oversight committees.

Mr Al-Mousa graduated in 2003 with a degree of Industrial and Management Systems Engineering from Kuwait University. Right after obtaining the degree he worked in NICBM (National Industries Company for Building Materials) and was responsible for coordinating and communicating between the factories and CEO for product development. In 2004 Mr Al-Mousa worked for MRC (Metal and Recycling Company) as a project manager. Since November 2004 Mr Al-Mousa Co-Founded Jamsons and since then is the Vice President and Managing Partner of the company where he outlined the investment strategy and guided it to becoming today a respectable and sizable family office with major investments in different asset classes. Mr Al-Mousa is actively involved in several companies in different industries where Jamsons had a significant stake.

Marzouk Boodai joined the Board in 2014 with experience in development and rollout growth initiatives in logistics, passenger transport, and heavy equipment. Marzouk holds a bachelor’s degree in Management Information Systems from the Gulf University for Science and Technology.

Dr. Ahmad Abdalla joined BoodaiCorp to manage the Human Capital function in January 2013 and became a member of Jazeera Airways’ Board in the same year. Prior to his joining, he was a Senior Vice President with Agility Logistics where he assumed several posts including Management Systems, Corporate Finance, Project Management Office and Human Capital. Prior to his tenure at Agility, he worked in North America for 18 years where he held different positions in the areas of Management and IT consulting. Dr. Ahmad Abdalla has a proven track record in various verticals with a client base focus in Fortune 500 companies where he has advised numerous clients on strategy development and management, organization restructuring, business process outsourcing, business performance management, program portfolio management, project management and enterprise systems implementations. The list of his employers and clients includes Andersen Consulting, Verizon, Prudential, Trilogy Software, CBSI/Covansys, AT&T and Riyad Bank. In addition, Dr. Ahmad Abdalla serves on the Board of several companies in various verticals. Dr. Ahmad Abdalla has a PhD in Control Systems (ME) from Columbia University in New York.

Hany Shawky joined the Board in 2011. He leads on investments, divestments, acquisitions and business performance oversight of BoodaiCorp subsidiaries and holdings. Prior to joining BoodaiCorp, he was a partner at Global Capital Management Ltd, a fully-owned subsidiary of Kuwait’s Global Investment House with USD$3.2 billion in assets under management in the Middle East and North Africa. In the last 10 years, Hany has led investments and expansions in Sudan, Yemen, Egypt, Kuwait, Dubai, and Jordan. He holds a bachelor’s degree in Commerce and Business Administration from Helwan University, Egypt, and has over 17 years of experience in asset management.

Dermot Mannion is a well-known figure in the airline industry with over 30 years of experience, operating across three continents. Initially, Mr. Mannion had a distinguished career in Dubai; UAE at Emirates between 1985 and 2005, rising to the position of President Group Support Services. Subsequently, he held the position of Aer Lingus CEO between 2005 and 2009, completing the privatization of the airline during his tenure. More recently, in the capacity of Deputy Chairman of Royal Brunei Airlines, he played a key role in the government led award-winning rebranding and restructuring program. Mr. Mannion has also completed a four year term as non-executive director for Abacus International one of the largest IT companies based in Singapore. Currently based in Ireland, he continues to be actively involved on a consultancy basis, in a number of aviation projects and other business activities. Mr. Mannion is a Fellow of the Institute of Chartered Accountants in Ireland and is a graduate of Trinity College Business School, Dublin.

Mr. Grabowski is the Senior Strategic Advisor to Dubai Aerospace Enterprise, Industry Advisor to CPPIB, Member of the Advisory Committee at Hudson Structured Capital Management, Board Member of Flybondi; an Argentinean LCC since December 2016. Bertrand spent 11 years at DVB Bank SE as Board Member responsible for the whole Aviation activity of the Bank as well as Rail Financing. Under his leadership, a strong team effort has allowed the franchise of the Bank to expand to Aviation Asset Management and Aviation Advisory and enabled the bank to strengthen considerably in Aviation Investment Management to deliver growth of the Tokyo based Aviation platform. Before joining DVB, Bertrand spent four years at Citibank's London Asset Finance Group with primary responsibility over Europe and Japan. The Group delivered highly structured asset finance products out of Japan and Germany to first class airlines and railways operators all over the world. Before Citibank, Bertrand has worked in various positions at Banque Indosuez, renamed Credit Agricole Indosuez in Paris, Tokyo and New York. He was the Head of the Tokyo-based Asian Aviation Team for eight years and Tokyo Branch Manager, New York Branch Manager with direct responsibility over all American based Asset Finance and LBO / PE activities for three years.

Mr Homsi is an independent Board member. Prior to his retirement, Suhail K. Homsi held the position of Senior Director – Support & Development as well as a Board Member of Jazeera Airways. Suhail joined the BoodaiCorp in 1998 in the capacity of General Manager, Human Resources at the corporate level. In 2001, he was promoted to the position of Senior Director – Support & Development at the corporate level as well, with responsibilities covering business development, HR, corporate communications and legal. In that capacity, he was a member of the Jazeera Airways founding team. In addition to his corporate responsibilities at BoodaiCorp, Mr. Homsi has had responsibilities in Jazeera Airways for all HR functions as well as key commercial negotiations. He was also an executive member of the Steering Committee at Jazeera Airways. Prior to joining BoodaiCorp, Suhail had occupied senior positions in HR and business development at corporate levels with reputable organizations located in Lebanon, Greece, USA and Kuwait. Mr. Homsi graduated from the American University of Beirut in 1972 with a Master's Degree in Business Administration.

In order to expedite the decision-making process and to increase the level of transparency and accountability across the organization, the Board has formed the following Committees:

 

Scope - It is appointed by the Board to expedite the decision-making process as per the Delegation of Authority as defined by the Board. 

Composition - The Executive Committee of Jazeera Airways Group is formed by the Chairman, the Vice Chairman and two non-executive members of the Board of Directors, with the CEO and CFO as invitee-members.

Scope - It is appointed by the Board with oversight responsibilities of the Internal and External Audit of the company and to ensure that the company works within the risk appetite defined by the Board.

Composition - The Audit Committee of Jazeera Airways Group consists of three members, the Chairman of the committee is a non-executive member of the Board of Directors and cannot be the Chairman of the Board.

Scope - It is appointed by the Board with oversight responsibilities of the Enterprise Risk Management of the company and to ensure that the company works within the risk appetite defined by the Board.

Composition – The Risk Committee of Jazeera Airways Group consists of three members, the Chairman of the committee is a non-executive member of the Board of Directors and cannot be the Chairman of the Board.

Scope - It is appointed by the Board to supervise the preparation and implementation of the corporate governance manual and reviewing and updating the same when necessary.

Composition - The Committee consists of three members from the Board of Directors of Jazeera Airways Group.

Scope - It is appointed by the Board to establish a clear policy for the remuneration of Board members and senior executives in Jazeera Airways Group, including, where applicable, fixed remunerations, performance remunerations and end of service remunerations and annual revision of the remunerations policy and evaluation of its efficiency in achieving the objectives such as attracting and retaining highly qualified and technical staff to improve the company’s performance.

Composition - The Committee consists of three members including two non-executive members of the Board of Directors of Jazeera Airways Group.

Safety and Quality Committee is responsible for assisting the Board in fulfilling its strategy, policy, monitoring and corporate governance responsibilities in regard to safety, health and environment and security matters including:

Compliance with related legal and regulatory obligations, implementing and monitoring enterprise-wide safety and quality checks.

 

 

The Board has laid down the detailed terms of reference for these committees in its Corporate Governance Manual laying down the composition, the voting rights, frequency of meetings, the duties, power and authorities and reporting responsibilities among others.

At Jazeera Airways Group, corporate governance is about commitment to values and ethical business conduct. It is about how we manage our business. This includes our corporate and other structures, our culture, policies and the manner in which we deal with various stakeholders. Accordingly, timely and accurate disclosure of information regarding the financial situation, performance, ownership and governance of the company is an important part of our corporate governance. This improves public understanding of the structure, activities and policies of the organization. Consequently, the Jazeera Airways Group is then enabled further to attract investors, and enhance the trust and confidence of the stakeholders.

 

Accordingly, we always seek to ensure that we attain our performance goals with integrity. Our Board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

 

Our corporate governance philosophy is based on the following principles:

 

  1. Satisfy the spirit of the law and not just the letter of the law.
  2. Be transparent and maintain a high degree of disclosure levels.
  3. Make a clear distinction between personal conveniences and corporate resources.
  4. Communicate externally, in a truthful manner, about how the company is run internally.
  5. Comply with the laws in the countries in which we operate.
  6. Have a simple and transparent corporate structure driven solely by business needs.
  7. Management is the trustee of the shareholders’ capital and not the owner.

 

The Board of Directors is at the core of corporate governance practice at Jazeera Airways Group. The Board oversees how the Management team serves and protects the long-term interests of all our stakeholders. We believe that an active, well-informed and competent Board is necessary to ensure the highest standards of corporate governance.

In compliance with the Corporate Governance Code issued by the Capital Markets Authority (CMA), we are pleased to submit to you herewith the development of the implementation of corporate governance standards within the company.

The Board

 

The Board of Directors of Jazeera Airways Group is appointed by shareholders through an election held at the Ordinary General Assembly Meeting, and the tenure of each Board member is limited to three years. While forming the Board of Directors, the company assesses the profiles and experience of the individuals to ensure that they are able to perform the roles and responsibilities entrusted to them.

 

Board Composition

 

The Board of Directors consists of eight members of whom the majority are non-executive and who can assess objectively the performance of the company independently from the Executive Management and the shareholders. With this composition, the Board ensures objectivity and accountability in the decision-making process, and limits conflict of interest that may arise between the strategic decision-making process and the day to day operation of the company.

 

Board Meeting Protocols

 

The Board of Directors organizes periodic meetings and identifies the items on the Agenda relating to the company’s activity that will be discussed in such meetings. The other major policies relating to the meetings that are currently prevalent in Jazeera Airways Group are as follows:

 

  1. The number of Board meetings to be held annually should not be less than six meetings.
  2. The meetings should be attended by at least half of the members of the Board of Directors, and the attendees should not be less than three.
  3. The Board of Directors should hold regular meetings through an invitation from the Chairman or by the company Secretary on behalf of the Chairman.
  4. The Chairman of the Board may convene an emergency meeting on the basis of a written request presented by two Board members.
  5. The company’s policies should include the process of organizing attendance of the Board of Directors meetings, as well as to deal with the non-attendance of members to these meetings.
  6. Provide the members of the Board with the agenda which includes the specified subjects along with the supporting documents and information needed at least two working days prior to the Board meetings to give members sufficient time to study the subjects at hand and take the         proper decisions. The Board of Directors will adopt the agenda when the meeting is convened and in the event of any objection from any member on the agenda, the same is documented in details in the minutes of meeting.
  7. The Board of Directors has a register in which the minutes of the Board of Directors meetings are documented sequentially as per the year in which the meeting was held, along with the location of the meeting, the date, the time at which the meeting was convened and ended, and that is in addition to the preparation of minutes of the discussions and deliberations, including the voting process that has been passed and classifying it and safekeeping it for easy reference.
  8. The Board of Director has appointed the Chief Financial Officer (CFO) to be the Secretary to the Board with the following responsibilities:
    1. Recording, coordinating and safe keeping all minutes of meetings of the Board and its registers, agendas and reports that are presented by or to the Board and to get the signatures on the minutes of meetings of the Board from all members present.
    2. Ensuring that the members are abiding by the procedures set out by the Board and reporting the dates of the Board meetings before two working days, taking into account emergency meetings.
    3. Ensuring that members of the Board of Directors have full and timely access to all the minutes of meeting of the Board meeting, information, documentation and registers relating to the company.

It is required by the Secretary of the Board, under the supervision of the Chairman, to ensure proper delivery and distribution of information and coordination between members of the Board and other stakeholders in the company, including shareholders, different departments in the company and the employees.