The Company is committed to achieving and maintaining the highest standards of corporate governance. The Company considers effective corporate governance essential to enhancing shareholders value and protecting stakeholders interests. Accordingly, the Board attributes a high priority to identifying and implementing appropriate corporate governance practices to ensure transparency, accountability and effective internal controls. The Board continued to further its commitment to corporate governance through reviewing existing processes and, where appropriate, developing new ones. The Company substantially complies with the practices enunciated in the Egypt Code of Corporate Governance and will strive to comply with these and other appropriate standers and governance guidelines. The key corporate governance principles and practices are as follows:
The General Assembly
The General Assembly ("GA") of the Company is the ultimate governing body of the Company. In summary, the ("GA"):
- includes all the shareholders of the Company;
- takes its decision by voting among shares represented in the meeting. The voting rule is: 1 share = 1 vote for all shares indifferently;
- holds at least one ordinary meeting per year and may have an extra-ordinary meeting as needed;
- The responsibilities of the GA are based on the laws and Company statues;
- It appoints the Board, approves the financial results, appoints the external auditors, and approves dividends distribution.
Board of Directors
The Board has the responsibility to work to enhance the value of the Company in the interest of the Company and its shareholders. In summary, the Board:
- is engaged in active and continuous strategic planning and approves corporate strategies, including the approval of transactions relating to acquisitions and divestments, and capital expenditure above delegated authority limits;
- reviews and approves the corporate plan for the forthcoming year and following two years, including the capital expenditure and operating budget, and reviews performance against strategic objectives;
- assesses business opportunities and risks on an ongoing basis and oversees the Company's control and accountability systems;
- monitors and approves the Company's financial reporting and dividend policies;
- appoints and has the authority to remove the Chief Executive Officer and approves the recommendations of the Human Resources;
- ratifies the appointment and has the authority to remove the Chief Financial Officer and Group General Counsel and appoints the Company Corporate Secretary; and oversees succession planning for the Chief Executive Officer and senior management.
The Chairman and the Chief Executive Officer establish meeting agendas to ensure adequate coverage of key issues during the year. In addition workshops and strategy meetings take place. Executives and other senior people regularly attend Board meetings and are also available to be contacted by Directors between meetings.
Composition of the Board of Directors
Chairman & Managing Director
Jo Lunder (Executive Chairman)
Ahmed Abou Doma (Group CEO)
Khalid Elliacy (Executive-Board Member)
Henk Van Dalen (Non-Executive - Board Member)
Jeffrey McGhie (Non-Executive - Board Member)
Alex Shalaby (Non-Executive - Board member)
Elena Shmatova (Non-Executive - Board Member)
Secretary to the Board: David Dobbie
The above Board Members classification is based on the Egyptian Corporate Governance code. The latter did not specify the criteria for independent directors that would allow the Company to benchmark against, yet in our opinion and based on internationally recognized best practices, a number of our directors would qualify as independent directors bringing to the company the highest possible standing from both a personal and professional standpoint. Committees
- The Committee System of the Company is one of the most important tools for the management and the operational integration of the Company.
It has recently been revised to:
- Monitor the implementation of strategies and the development of plans and results.
- Ensure the overall coordination of business actions and the management of the relative cross-over business issues.
- Build up the necessary operating synergies between the various functions involved in the technological, business and support processes.
- Support the integrated development of the innovation processes of the Company.
- In particular, the new Committee System of the Company includes:
The objective of the Executive Committee is to review and, where appropriate, authorize corporate action with respect to most matters concerning the Companys interests, strategy and management of its business and subsidiaries during intervals between meetings of the Board of Directors, and generally perform such duties as may be directed by the Board of Directors from time to time.
The objective of the Investment Committee is to assist the Board in reviewing the Company's investment policies, strategies, transactions and performance, and in overseeing the Company's capital and financial resources. The Committee has resources and authority appropriate to discharge its responsibilities, including the authority to retain experts or consultants.
The objective of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities by reviewing (i) proposed financial plans; (ii) the financial information provided to shareholders and others; (iii) systems of internal controls which management and the Board of Directors have established; and (iv) the audit process, including both internal and external audits. The Audit Committee interacts directly with the independent auditor to ensure the independent auditors ultimate accountability to the Board and the Committee, as representatives of the shareholders, and is directly responsible for the appointment, compensation and oversight of the independent auditor.
The objective of the Remuneration Committee is to ensure that the Company has a formal process of considering management and directors remuneration that is, executive directors should play no part in decisions on their own remuneration, there should be an alignment of the remuneration schemes and the performance objectives of the Company, and the remuneration schemes should attract and retain talented individuals.
The Company and its subsidiaries have taken a number of steps in recent years and months to employ transparent, quality driven Corporate Governance. The Company understands that these structures and an attention to values are the cornerstone of a successful, strategic application of international standards. This trend will continue as the Company continues to set the bar high in all areas of compliance.