General Counsel - ADNOC Refining

Job Description

JOB PURPOSE:Manage and oversee the legal risks and proceedings, corporate compliance and Corporate Governance to safeguard the Company interest, while ensuring the continuous update of company process maps as well as policy & procedures manuals and that all actions and activities are conducted in compliance with the prevailing laws and regulations, and instituting measures for risk mitigation.KEY ACCOUNTABILITIESJob Specific Accountabilities Legal

• Oversee and direct the reviewing and evaluation of the legal impact of major decisions of the Company and make recommendations to the senior management team and where applicable propose laws or regulations to ensure informed decision making.
• Analyse the interpretation of laws and regulations, monitor amendments to laws & regulations, to advise on their implications for company?s operations, liabilities & employees.
• Advise senior management on whether they are acting in accordance with due processes in making their decisions, including legal analysis, regular monitoring and communication and explanation of legislations relevant to the company, to assist them to take account of relevant legal considerations and disregard irrelevant ones in reaching their decisions
• Ensure the review of all contracts of the company and agreements with ADNOC Group from a legal perspective, negotiate & comment on Company?s business agreements and recommend amendments to articles, to safeguard the interests of the company and to negotiate favorable terms.
• Manage and evaluate the legal aspects of the Company?s contracting process for all stages from prequalification to completion, including determining legal resolutions to contractual disputes & claims, setting strategy & personally conducting attributed representation at arbitration panels, to ensure compliance with relevant standards, laws, and policies.
• Act as a custodian for vital company?s documents such as concession agreements and relevant significant legal agreements, to protect the sensitivity of the documents.
• Advocate on behalf of the company and management in courts, judicial conciliation, and arbitration proceedings etc. for local, federal, and international legal bodies, through Company?s General Legal Power of Attorney granted, to protect the interests of the organization.
• Evaluate and recommend to the management, the legal merits of contractual, labour and other claims & disputes involving the company, ensuring company?s interests are safeguarded.
• Endorse the amendments requested by contractors on Articles of company?s agreements related to different stages of projects like PMC, FEED and EPC, to ensure the interests of both parties are met.

Compliance

• Manage the identification of potential areas of compliance, the complaint management system, and develop corrective action plans for uniform resolution of problematic issues on how to avoid or deal with similar issues in the future.
• Ensure that corporate business ethics are adequately formulated, communicated and strictly implemented.
• Receive, assess and manage the response to phone calls, emails and notes from various sources received from Whistleblowers.
• Direct the implementation of Company?s Business Principles and Ethics. Evaluates the status of investigations with regards to compliance by Company?s employees with Government & Company Business Ethics Policy.
• Manages & Monitors Implementation of robust policies and procedures related to ?Compliance? ?Anti Bribery & Corruption?, ?Conflict of Interest?, ?Business Courtesies? & ?Code of Conduct?.
• Monitors the investigation for allegations of malpractice or misconduct in respect of Corporate Policies

Corporate Governance

• Ensure continuous review and updating of Company process maps as well as policy and procedures manuals.
• Plan and ensure proper undertaking of surveys and studies with the aim being to determine and improve the functionality of internal committees, and present results to senior management with recommendations for improvement.
• Ensure that appropriate follow-up is made on timely posting of committee findings by committee representative, and on progression of work.
• Guide subordinate(s) in researching practices towards the development, maintenance and update of Employee Handbook in such areas as code of conduct, business ethics and office etiquettes.
• Reviews and Endorses for CEO?s final approval, all applications received to establish Management Committees in order to ensure that the applications are in accordance with the ADNOC Refining Management Committee Establishment Policy
• Supervises the corporate governance practices that support the efficient & effective management of the distribution of rights and responsibilities based on Company?s Articles of Association, Bye-laws, other available corporate governance documents and all applicable laws.
• Manages and supervises the delivery of corporate governance framework to ensure that the governance practice is of world class and continue to evolve.
• Provides supervisory role in supporting the Divisions in their requirements in implementing the approved Governance policy, model and elements.
• Ensures that all strategic decisions of the Company are reviewed in order to ensure the governance elements are updated as appropriate.
• Manages the changes in the governance structure as a result of introducing new changes in the laws and directives of ADNOC.
• Support appropriately and consistently the constituted committees and forums, including reviewing / revising standard terms of references and supervises the process of drafting, approval and dissemination of policies / procedure manuals in a standard manner.

Relationship Management

• Develop and maintain effective business relationships with all relevant internal departments & external entities (such as ADNOC Group, local & government authorities etc.) with the highest standards of business ethics, whilst promptly attending to all critical issues in-order to ensure the services required by the organization are delivered in the most effective manner and in line with the operational plans.

General Accountabilities:Strategy Development and Implementation

• Participate and contribute to the development and refinement of the vision and long-term strategy for the Company, and contribute to the overall process of corporate governance, management and corporate decision making to ensure the organization maximizes returns to its shareholders.
• Develop and implement the Divisions Business Strategy, ensuring that Unit?s overall business goals are fully supported by the Division.
• Ensure the Unit?s long- and short-term plans are effectively converted into the Division?s acceptable performance objectives in line with established service levels.

Leadership

• Provide visible leadership and ensure that the Division?s long- and short-term business plans are effectively converted into its performance objectives to realize the Company?s Vision, Mission, and established service levels. Advise and provide constant support to Company management on Division?s initiatives facilitating the overall corporate governance.

Budgets and Operational Plans

• Lead the development of the Division?s annual operational plans and optimal budget in line with Unit?s business objectives ensuring that adequate funding provision is made for all Divisional activities within the agreed parameters and service levels including effective interfaces with Company?s stakeholders and internal contributors.
• Control expenditure against approved divisional budget on a regular basis and investigate & reconcile any significant variances to ensure effective performance and cost control

Performance Management

• Implement and continuously monitor the achievement of the Division KPIs related to the approved Annual Performance Management Contract and the Balanced Score Card for the Division to reinforce an organization-wide drive for performance.
• Manage the development and ensure proper cascade of the Division?s Performance objectives into the sections and establish monitoring mechanisms to ensure delivery of these objectives, and promote a performance driven culture.

Organization Structure and People Development

• Review, develop and recommend appropriate organization structures for the Corporate Divisions that will best utilise human capital while proactively incorporating sustainability into the on-going work practices to meet business objectives.
• Drive the development of corporate knowledge, competencies and innovative spirit in the Divisions to support the establishment of Effective Development Plans, Succession Planning and Talent pipeline within the Divisions to continuously develop employees with emphasis on UAE Nationals to meet Emiratization targets.

Innovation and Continuous Improvement

• Create and foster an organization culture that encourages innovation, enhances employee motivation, and supports initiatives for implementation of Change Management to continuously improve Division?s operations and services.
• Lead the evaluation of internal processes against best practices in pursuit of more efficient functional processes in line with ISO standards to define intelligent solutions for issues confronting the Division.

Policies, Processes and Procedures

• Lead the development and implementation of appropriate Divisional policies, processes, systems, standards, procedures and internal controls, includes ensuring compliance with Company guidelines in order to support execution of the Company?s work programs in line with Local & Federal laws and international standards.
• Ensure compliance with all applicable legislation and legal regulations and propose solutions to the management on issues related to the Division.

Health, Safety, Environment (HSE) and Sustainability

• Support the institution of an HSE culture and ensure compliance with relevant HSE policies, procedures & controls and applicable legislation and sustainability guidelines across the Division in line with international standards, best practices and Corporate Code of Practices and to ensure integrity and safety of assets.
• Ensure adequate training and induction for all Division staff in HSE standards and requirements to meet HSE standards.

Risk Management

• Participate and contribute in the design, development and establishment of an Integrated Risk Management Framework within the Unit while identifying and assessing relevant domain risks and implement measures to manage and mitigate all identified risks within the Division.
• Ensure corporate business ethics and Company?s Code of Conduct are communicated to employees within the Division in compliance to the Corporate Policies and guidelines.
• Ensure that the Risk Management function is effectively managed through the systematic identification of risks and the collaborative development and implementation of control policies and mitigation strategies.

Management Reports

• Ensure that all Divisional progress reports are prepared to provide accurate and timely corporate reports and necessary information to Company Management, Board of Directors, Board Advisory Committee, and other shareholder representatives to effectively manage the business.

COMMUNICATIONS & WORKING RELATIONSHIPS:Internal

• CEO
• Direct reports
• Operations unit and Projects and Procurement unit

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