Board committees
Formation of the Board Committees
1. Audit Committee:
Mr. Ahmed Ashraf Ali Kajouk
Ms. Nevin Ali Sabour
Dr. Jihan Mamdouh Mohamed Saleh
Dr. Mohsen Taha Sadeq
Dr. Farid Fawzy Loundi
Responsibilities and Duties of the Committee:
- Studying the accounting policies adopted and the changes resulting from the application of new accounting standards.
- Examining and reviewing internal audit mechanisms, tools, procedures, plans, and results, studying internal audit reports, and following up on the implementation of their recommendations.
- Examining the procedures followed in preparing and reviewing the following:
- Periodic and annual financial statements.
- Estimated budgets, including cash flow statements and estimated income statements.
- Examining the draft preliminary financial statements before presenting them to the Board of Directors in preparation for sending them to the external auditor.
- Studying the external auditor’s report on the financial statements, discussing the observations and qualifications contained therein, following up on actions taken in this regard, and working to resolve differences in viewpoints between the Company’s management and the external auditor.
- Performing any appropriate duties or responsibilities assigned to it by the Board of Directors.
- Implementing and following up on any other tasks assigned to it by the Board of Directors.
2. Governance Committee:
Dr. Khaled Zakaria Al-Adly Emam
Mr. Amr Ibrahim Aboul-Eyon
Dr. Hassan Ali Mohamed Ali Al-Shourbagy
Responsibilities and Duties of the Governance Committee:
- Periodic evaluation of the governance system within the Company and drafting manuals, charters, and internal policies related to the application of governance rules within the Company.
- Preparing an annual report on the extent of the Company’s compliance with corporate governance rules, along with setting appropriate procedures to complete the application of such rules.
- Reviewing the Company’s annual report and the Board of Directors’ report, particularly with regard to disclosure items and other items related to corporate governance.
- Documenting and following up on reports related to the evaluation of the Board’s performance.
- Studying the observations of regulatory authorities regarding the application of governance within the Company, taking them into consideration, and following up on actions taken in this regard.
3. Risk Committee:
Eng. Mohamed El-Menshawy
Dr. Hassan Ali Mohamed Ali Al-Shourbagy
Mr. Essam Abdel Fattah
Responsibilities and Duties of the Committee:
- Establishing the procedures, rules, and action plans necessary to deal with all types of risks that may face the Company (such as market risks, credit risks, reputational risks, information systems risks, and data protection risks) and submitting them for approval by the Board of Directors.
- Assisting the Board of Directors in determining and assessing the level of risk acceptable to the Company and ensuring that the Company does not exceed this level of risk.
- Determining the objectives, tasks, and authorities of the Risk Management function and submitting them for approval by the Board of Directors.
- Verifying the effectiveness of Risk Management within the Company in carrying out the tasks assigned to it.
4. Nominations Committee:
Ms. Nevin Sabour
Prof. Dr. Khaled Zakaria Al-Adly
Ms. Jihan Saleh
Mr. Essam Abdel Fattah
Responsibilities and Duties of the Committee:
- Periodic and continuous review of the required needs for appropriate skills for Board membership and senior management positions, and preparing a statement of the required qualifications.
- • Establishing and implementing a succession plan for the Company’s executive management to ensure constant readiness for any changes in executive management and to ensure business continuity.
- • Searching for individuals with the competence and skills to work in executive management.
- Determining the responsibilities of executive, non-executive, and independent Board members, and setting job descriptions for senior executive leadership positions within the Company.
- Continuously verifying the independence of independent Board members and ensuring that there are no conflicts of interest.
- Evaluating the performance of current Board members and proposing whether to renew their membership or not.
5. Remuneration Committee:
Eng. Mohamed El-Menshawy
Dr. Jihan Saleh
Mr. Amr Aboul-Eyon
Responsibilities and Duties of the Committee:
- Proposing clear policies for the remuneration and entitlements of Board members, committee members, and senior executives of the Company, and reviewing such policies annually.
- Establishing standards for evaluating the performance of Board members, committee members, and senior executives in determining remuneration and entitlements.
- Establishing and following up on a policy for clawback of remuneration and entitlements of Board members, committee members, and senior executives in the event of any violations or embezzlement of the Company’s assets.
- Preparing a detailed annual report on all remunerations, benefits, and advantages received by Board members and senior management for presentation to the General Assembly.
- Establishing controls for incentive shares, ensuring that they are linked to achieving the Company’s long-term objectives under a Long Term Incentive Plan (LTIP), rather than short-term objectives, to ensure sustainable development of the Company.
- Reviewing the implementation of the remuneration policy and verifying its alignment with individual and institutional performance.
- Ensuring consistency of the remuneration system with the Company’s objectives and strategy, while observing the principle of merit and efficiency.
- Submitting recommendations to the Board of Directors regarding all types of remunerations, allowances, and in-kind benefits.