The ADNOC Board of Directors (BoD) comprises eleven members including the Managing Director and Group Chief Executive Officer (MD & GCEO). It has overall responsibility for the direction and oversight of the company, including approving and overseeing the implementation of strategic objectives, governance framework, corporate culture, as well as oversight of senior management. The Board has the power to form any number of committees it deems necessary for effective oversight of the Group, and to delegate all or some of its authority to any of the committees or the MD & GCEO as appropriate. The Board delegates day-to-day management and operation of ADNOC to its MD & GCEO, who chairs the Executive Leadership Team (ELT) Committee and Investment Committee (IC). The MD & GCEO has also established the Tender Board and Business Leadership Committees (BLC). The ELT is responsible for endorsing or approving (in line with its mandate) strategic, corporate, HSE, human capital, and communications matters. The MD & GCEO and the Board committees provide regular updates to the Board of Directors on operational performance, strategic initiatives and key decisions to drive alignment with the company’s goals and objectives. ADNOC MD & GCEO Business Line Directorates Responsible for growing, developing, and sustaining the value of new and existing businesses within the approved portfolio and strategy; together they strategically and actively manage the integrated Group companies in line with the relevant constitutional documents and funding/business partnering philosophy Corporate Functions Supports ADNOC in achieving its strategy through the development of policies and procedures and monitoring compliance with the same and assists the Business Lines in the management of ADNOC Companies. These include People, Commercial & Corporate Support, Group Finance & Investments, Group Human Capital, Group Business Support & Special Tasks, Group Commercial & In-Country Value, Group Legal, Governance and Compliance, Group Digital & Cybersecurity, Group Projects & Engineering, Group Health, Safety & Environment, Group Communications, and The Executive Office and Sustainability Directorate. Investment Committee Responsible for approving and endorsing group business plans and strategy, significant investments, budgets and Group performance scorecards Executive Leadership Team Committee Responsible for approving and endorsing various corporate organizational and strategic matters, organizational human resource matters, and HSE strategic plans and policies ADNOC Tender Board Responsible for endorsing and approving procurement matters Business Leadership Committees Responsible for corporate organizational matters within the Business Line Directorates, significant investments and non-procurement commercial matters ADNOC Board of Directors Audit Committee Assists the Board in carrying out its oversight responsibilities in relation to evaluating the effectiveness of governance, risk management, ethics and compliance programs and internal controls Executive Committee Oversees various business performance measures and affairs of the company ExCom Nomination and Remuneration Committee Responsible for approving and endorsing human capital matters, including policies related to the general framework for employees’ salaries, bonuses, incentives and remuneration Group Audit & Assurance Executive Function ADNOC Companies Board CEO ADNOC’s corporate governance structure 126