Job description

1. JOB PURPOSE
The Senior Specialist, Corporate Governance (Policies) is responsible for developing and implementing effective governance corporate practices aligned with regulatory requirements and industry best practices.
The Senior Specialist, Governance (Policies) will conduct its responsibilities with particular focus on ADNOC’s Delegation of Authority and Policies and Procedures framework and will be responsible for participating and monitoring the design and implementation of governance frameworks and systems, including supporting in development activities, facilitating effective information flow (in accordance with governance guidelines), and researching leading practices in the field.
The primary focus of this role is to support relevant ADNOC in the review, monitoring, and implementation of the Delegation of Authority as well as in respect to the policies & procedures, operating frameworks and related mechanisms and documentation to support ADNOC’s corporate.
2. SPECIFIC KEY ACCOUNTABILITIES
Key accountabilities include:

• provide appropriate technical advice related to the Delegation of Authority and the governance policy development, including the review and analysis of issues and trends, preparation of evaluations or other research activities and studies relating to or impacting ADNOC’s governance program.
• participate in regular review, update and drafting of the corporate governance frameworks by which the ADNOC Group is directed, controlled, and held accountable, specifically focusing on the Delegation of Authority, Polices & Procedures, Operating Framework, and related mechanisms and documentation to support ADNOC’s corporate governance framework.
• define and ensure compliance with ADNOC Group’s authority hierarchy and the roles and limits of authority holders as a second line of defence on corporate governance matters.
• identify requirements, set standards, and ensure awareness, knowledge, and transparency on best corporate governance practices.
• collaborate, build, and foster strong relationships with internal stakeholders and relevant departments to provide guidance and advice on governance related matters.
• escalate any identified risks and report any breaches for resolution, in accordance with authority delegations.
• manage day to day governance related subjects, such as documents, policies, standards and frameworks amendment or execution and foster control document governance and publishing.
• collaborate with external auditors and regulatory authorities as necessary, ensuring compliance with all reporting requirements related to corporate governance and the DOA framework.
• support in designing and issuing training materials for relevant stakeholders on topics relating to an effective corporate governance program.
• prepare clear and professional cover memos, letters, resolutions, amendments, and other documentation as may be required for the proper exercise of the role in line with the key accountabilities.

• Contacts with ADNOC Legal, Governance and Compliance leadership.
• Regular contacts with legal advisors across ADNOC Group.
• Regular contacts with counterparts within the Business customers across ADNOC Group.

• Contacts with governmental entities and representatives of local authorities, external auditors, and regulatory authorities.
• Contacts with external law firms and advisors.

• Bachelor’s Degree from a recognized institute.
• Degree Preferences: Law, Banking, Finance, Business Administration.
• Professional proficiency in English language (written and spoken).
• Arabic language skills (written and spoken) are an advantage.

• At least 8 years of professional experience in either transactional work experience in a reputable international law firm and/or in-house legal department, or in Compliance or Corporate Governance.
• Knowledge of applicable best practices, codes, legislations, and regulations within the region and relevant jurisdictions.
• Knowledge of governance in a PJSC, LLC, SPVs and other company types across jurisdictions.
• Understanding of drafting principles for governance frameworks including board materials, charters, delegation matrices and policies.
• Involvement in researching, benchmarking, and aligning the corporate governance policy with applicable regulations, laws, codes, and best practices.
• Understanding of record management for entities and documentation.
• Able to collaborate in designing the training materials for Boards, committees, and secretaries on topics such as governance, regulatory developments, and directors’ duties.
• Experience in assisting in board-related activities, including but not limited to preparation of agendas, write-up and presentations and documenting minutes.

• Specialist certification and/or special trainings are an advantage.