Santiago Principles Self-Assessment

Mubadala Investment Company

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  • Pillar 1: Legal
  • Pillar 2: Institutional
  • Pillar 3: Investment
Principle 1

1. The legal framework for the SWF should be sound and support its effective operation and the achievement of its stated objective(s).

1.1. The legal framework for the SWF should ensure legal soundness of the SWF and its transactions.

1.2. The key features of the SWF’s legal basis and structure, as well as the legal relationship between the SWF and other state bodies, should be publicly disclosed.

Mubadala Investment Company (Mubadala) was created in 2017 following the merger of Mamoura Diversified Global Holding PJSC (MDGH) (formerly known as Mubadala Development Company) and International Petroleum Investment Company (the Merger). The Merger was pursuant to a Law issued by His Highness Sheikh Khalifa Bin Zayed Al Nahyan, President of the UAE and the Ruler of Abu Dhabi.

In 2018, the Abu Dhabi Investment Council (ADIC) became part of Mubadala.

Mubadala is wholly owned and subject to supervision by the Government of the Emirate of Abu Dhabi (the Government) and has an independent legal identity with full capacity to act in fulfilling its statutory mandate and objectives. Mubadala carries out its investment programme and activities independently and with autonomy.

Mubadala and its subsidiaries operate through four investment platforms of significant scale:

  • Petroleum & Petrochemicals;
  • Alternative Investments & Infrastructure;
  • Technology, Manufacturing & Mining; and
  • Aerospace, Renewables & ICT.

ADIC continues to operate independently from the four investment platforms.

Mubadala’s structure is publicly disclosed via the prospectus pertaining to MDGH’s global medium-term note (Mubadala’s GMTN) program, which is available on Mubadala’s website.

Principle 6

6. The governance framework for the SWF should be sound and establish a clear and effective division of roles and responsibilities in order to facilitate accountability and operational independence in the management of the SWF to pursue its objectives.

Mubadala’s Board of Directors (the Board) and an executive committee of the Board (the Board Executive Committee) have oversight over Mubadala’s affairs. The Board is composed of a Chairman, a Vice-Chairman, a Managing Director, and other Board members who are appointed by a Decree of the Ruler of the Emirate of Abu Dhabi. 

The Board has delegated various powers to the Board Executive Committee, led by the Vice-Chairman and comprised of other Board members.  The Board Executive Committee is responsible for Mubadala’s strategic direction, oversight and corporate governance, and reviews and approves Mubadala’s business plans and strategic direction on behalf of the Government.

Mubadala’s Managing Director, who is also the Group CEO, together with the Investment Committee, has responsibility for executing on Mubadala’s strategy and affairs. This includes investments to achieve a sustainable and diversified economy in line with the Abu Dhabi Government’s mandate.

Mubadala has a delegation of authority (DOA) that grants authorities to various management committees and personnel.

A number of key committees support the governance framework, including:

The Audit Risk and Compliance Committee (ARCC), with oversight of financial reporting in accordance with International Financial Reporting Standards, systems of internal control, financial compliance, the appointment of external auditors and internal audit processes.

The Investment Committee, which approves or endorses, in line with the DOA, all major investment decisions made by Mubadala. 

The Management Committee, which is responsible for reviewing, considering and approving certain corporate, organizational and operational matters.

Mubadala’s corporate structure, as well as the composition of the Board of Directors and Investment Committee, are disclosed on Mubadala’s website. The role and responsibilities of the key committees are documented in their respective committee charters.

Principle 18

18. The SWF’s investment policy should be clear and consistent with its defined objectives, risk tolerance, and investment strategy, as set by the owner or the governing body(ies), and be based on sound portfolio management principles.

18.1. The investment policy should guide the SWF’s financial risk exposures and the possible use of leverage.

18.2. The investment policy should address the extent to which internal and/or external investment managers are used, the range of their activities and authority, and the process by which they are selected and their performance monitored.

18.3. A description of the investment policy of the SWF should be publicly disclosed.

Mubadala’s investment policy is to make sustainable, long-term financial returns.

Mubadala invests in a variety of assets, employing both active and passive strategies, with a preference for direct investments where Mubadala can actively work with the management of the asset to create value. 

As outlined in Principle 2 above, Mubadala funds its capital and investment expenditures and its financial obligations through operating cash flow, borrowings from third parties and asset monetizations where appropriate.  Mubadala invests in line with its mandate in compliance with applicable laws and the values of its shareholder.

Mubadala’s portfolio of assets is reviewed on a regular basis by the Portfolio Strategy and Enterprise Risk Management divisions, who recommend capital allocation levels to the Investment Committee.