·         Alex Shalaby

.         Hassan Abdel Hamid 

* Responsibilities

The Committee is responsible for assisting the Board of Directors in fulfilling its oversight responsibilities for the integrity of the Company's:

(i)         Accounting and financial reporting process,

(ii)       System of internal control over financial reporting,

(iii)      System of disclosure controls and procedures,

(iv)     Audit process and,

(v)       Process for monitoring compliance with the best practice and the CMA listing applicable laws and regulations. 

The Committee reviews the following:

The Company's internal control procedures together with related adoption and adherence.

The adopted accounting policies and the changes arising from the application of new accounting standards.

The methodologies, tools, procedures, plans and findings of internal audit; together with studying the internal audit reports and following up the implementation of its recommendations.

The periodic administrative reports submitted to various managerial levels, together with its basis of preparation and timing of reporting.

The preparation and validation procedures of the following:

-       Interim and annual financial statements.

-       Prospectuses and public & private offerings of securities.

-       Forecasted budgets, including cash flow statements and forecasted income statements.

Examination of the preliminary draft financial statements before being submitted to the Board of Directors; and sending them afterwards to the external auditor. In case any adjustments take place from the auditor's side. Financial statements have to be represented once more to the audit committee for their final review and recommendation. 

Proposing the appointment of auditors; determining their fees and considering the matters related to their resignation or removal without prejudice to the provisions of law.

The Committee may advise on the permission to assign external auditors to provide services other than auditing financial statements; and the estimated fees without impairing their independence.

a-      The Committee shall review the external auditor's report on company's financial statements and discuss any qualifications/notes; together with following up the action taken/decision made in this concern and work to resolve areas of divergence between Management and external auditor.

b-      The Committee shall ensure the submission of a report to the Board of Directors by an independent professional expert on the nature of the operations and transactions concluded with related parties and how far they are in breach of or may jeopardize the interests of the Company or the shareholders therein.

c-       The Committee shall ensure implementation of necessary control procedures to safeguard Company's assets and periodically evaluate and report on compliance with Company's policies & procedures to the Board.

The Committee shall verify that Company's management responded/implemented the recommendations of the external auditor and the EFSA.  The Committee shall directly submit its quarterly reports to the Board of Directors.

The Board of Directors may assign any responsibilities/duties to the Committee as long as the board believes that such responsibility is in favor of the company.

The Board of Directors replies to the recommendations of the Committee within 15 days from the date of receiving such recommendations.

Audit Committee's Chairman notifies the Egyptian exchange and EFSA with a summary of the Audit Committee report and its recommendations/suggestions along with the board of directors response within two weeks from the date of the Board of Directors reply and no later than 60 days from the date of the interim period of the submitted report.