Between power, oversight: The internal regulations of the Syrian Petroleum Company

The Syrian Petroleum Company's internal regulations (PDF) establish a robust institutional framework for managing a vital and strategic sector, striving to balance flexibility in decision-making with strict controls that ensure the continuity of institutional operations, preventing administrative vacuums or overlapping jurisdictions.

First: "Administrative Continuity" and the Dangers of a Vacuum

Article (10) of the internal regulations stipulates the term of office for the Board of Directors, specifying it as four calendar years commencing from the date of the appointment decree, with renewal limited to a single term to guarantee the rotation of responsibility.

The regulations also address the risks of an "administrative vacuum." They establish a "business management" mechanism extending for 90 days upon the expiration of the Board's term. This transitional period is solely intended to complete urgent, necessary, and routine transactions, preventing the adoption of long-term strategic decisions that could burden the incoming Board.

Second: Institutional Discipline and the Absence of "Decision-Making"

In an effort to enforce discipline, the internal regulations adopt the principle of "automatic termination of membership" as a self-regulatory tool within the Board. This article does not treat absence as a simple administrative procedure, but rather as an act that leads to the loss of a member's legal standing, whether through absence from three consecutive periodic meetings or complete absence for a year.

This strictness aims to ensure the active and effective participation of board members in discussing strategic matters and to obligate them to bear their legal responsibilities in decision-making.

Third: Expanded Central Powers

Article (16) grants the Board of Directors broad powers, making it the primary driver of oil policies. By integrating the powers of the (ordinary) General Assembly into its responsibilities—in accordance with Law No. (3) of 2024 and the Companies Law No. (29) of 2011—the Board now possesses the key operational functions, including:

• Economic Diplomacy: Ratifying international agreements and memoranda of understanding, thus giving the Board a pivotal role in external strategic partnerships.

• Production Policies: Charting production development paths in accordance with national policies, making the Board the link between ministerial planning and technical implementation.

• Financial Sovereignty: Approving annual budgets, financial statements, and investment plans, which means absolute control over the financial flows of projects and subsidiaries.

Fourth: The “Transparency Gap” in the Remuneration Clause

While the regulations elaborate on the mechanisms for membership termination and the council’s powers, they remain silent regarding the “direct financial aspect” of council members. The absence of an explicit provision defining the nature of “council members’ remuneration” or the mechanisms for calculating it within Articles (10 and 16) raises questions about the transparency of financial incentives.

The need for an attached financial system that clarifies the criteria for disbursing these remunerations and their link to performance or productivity is essential to ensure there are no conflicts of interest or abuse of the broad investment powers the council enjoys. In a strategic sector like oil, financial transparency in the awarding of remuneration becomes an integral part of overall administrative integrity.

What's next?

The company's internal regulations show a trend towards "centralized decision-making" and strict oversight of attendance, but they still need more disclosure regarding the financial rights of board members to ensure consistency between the "ethical and financial system" and the "administrative system".