INVESTORS
عربي

Committees Of The Board

  • Committee Chairperson
  • Committee Member

Audit Committee Nomination Committee Remuneration Committee Risk Committee Governance Committee EHS Committee ESOP Supervisory Committee
  1. Loutfy Mansour
  2. Non Executive Board Member
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  1. Mohamed Mansour
  2. Non Executive Board Member
- - -
  1. Youssef El far
  2. Independent Board Member
 - -
  1. Omar Mehanna
  2. Independent Board Member
 - - - - -
  1. Hazem Badran
  2. CO-CEO & Managing Director
 - - - -
  1. Amr ElGarhy
  2. Independent Board Member
 - - - - - -
  1. Hassan Darwish
  2. Non Executive Board Member
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About The Committees

The Board of Directors may establish committees from among its non-executive and independent members. According to the international best practices in the area of corporate governance, it is advisable that no executive member of the Board of Directors be a member of said committees. Each committee shall be composed of not less than three members. Without prejudice to the laws and regulations organizing their operation, committees with convergent functions may be consolidated into one single committee. These committees shall submit their reports and recommendations to the Board of Directors to take the necessary decisions. Importantly, committees are not entitled to make decisions on behalf of the Board, as their role is confined to submitting recommendations to the Board to take the appropriate decisions. 

Committees shall meet at least once every three months. A committee's meeting shall be deemed valid if attended by half of the member of the committee, or the minimum quorum thereof (i.e. 3 members). Decisions on the recommendations to be submitted to the Board are taken by a majority vote of members present. In the event of a tie of votes, the committee Chairman shall have a casting vote. Establishment of Board committees should be affected pursuant to the committees' operating rules approved by the Board of Directors. The regulation shall define the terms of reference of these committees, i.e., their functions, duration, the length of their mandate, method of Board supervision thereon and remuneration of its members. A Board committee has to make full disclosure to the Board about the activity exercised, the results it comes up with, or the recommendations it makes.

The Board of Directors should monitor the performance of these committees on a periodical basis to satisfy itself that they discharge the tasks assigned to them effectively. 'This is because committees are not a means by which a Board can abdicate its responsibilities or transfer them to other bodies. The Board remains the body responsible for the performance of such committees and the performance of the company.

The Company’s Board of Directors believes that it is important to create a flexible and smooth system to ensure the facilitation of its business. The following is a statement of the committees emanating from the Company’s Board of Directors, some of which have been reconstituted, in addition to the formation of some new committees (Risk Committee, Governance Committee, and Environment, Safety and Occupational Health Committee) in accordance with the Corporate Governance Guidelines, based on the decisions of the Company’s Board of Directors held on 10/06/2019. The Audit Committee was reconstituted under the Board of Directors’ decision issued on 03/09/2019.

The Nomination Committee shall be concerned with the following:

  • Review regularly and continuously the appropriate skills needed for membership in Board of Directors, and top management positions, and draw up a statement of the qualifications required under the succession plan;
  • Define the responsibilities of executive, non-executive and independent members of the Board, and delineate the job descriptions of senior executive management in the organization; and
  • Check, on an ongoing basis, the independence of independent directors, and ensure that there is no conflict of interests, should a member joins membership of a Board of Directors of another company.

The Remuneration Committee is responsible for the following:

  • Propose clear policies of remuneration and compensation of the directors of the Board, committee members and senior executives in the company;
  • Develop and follow up the claw back policy for directors of the Board, committee members and senior executives, in the event of malfeasance or embezzlement of the company's property;
  • Ensure that bonuses and stock options are not a motivation to make decisions only for short-term interests of the company, but should also guarantee its long-term growth potentials; and
  • Prepare a detailed annual report to be submitted to the General Assembly on all remuneration, benefits, and advantages received by the members of the Board and top management.

The Risk Committee is responsible for the following:

  • Setting executive frameworks, measures and rules approved by the Board, as necessary for addressing different types of risks that may face the company, including strategic risks, operational risks, market risks, credit risks, reputational risks, risks related to information systems and data protection, and any other risks that are likely to negatively affect the company's activity and sustainability;
  • Assisting the Board of Directors to identify and evaluate the company's risk appetite, and ensuring that the company does not overstep those limits;
  • Supervising and checking the effectiveness of risk management in performing the tasks assigned thereto, and ensuring that it efficiently performs its duties within the powers and functions mandated to it, in addition to ensuring the independence of the risk management employees from the executive management; and 
  • Preparing a periodic report on its outcomes and recommendations for submission to the Board of Directors to take the necessary action.

The Governance Committee is responsible for the following:

  • Regularly evaluating the governance system, and drafting manuals, codes and policies that define the methods of implementing governance principles across the company;
  • Preparing annual reports on the company's compliance with corporate governance principles, while setting appropriate measures for full implementation of the principles;
  • Reviewing the company's annual report and the Board of Directors' report, particularly with respect to the items related to the disclosure and other corporate governance-related items;
  • Maintaining, authenticating and following up performance evaluation reports of the Board of Directors; and
  • Reviewing the remarks made by regulatory authorities on governance implementation in the company, and taking these remarks into consideration, and following up the actions taken.

EHS Committee is responsible for monitoring, following up and implementing recommendations related to occupational safety and health for all employees of the Company’s sites and projects.

ESOP Supervisory Committee is responsible for the following:

  • The authority to supervise the implementation of the system and to take all the necessary decisions in accordance with the provisions of the system and in light of what is stated in the executive regulations thereof and the decisions of the General Assembly.
  • Create a competitive spirit among managers, employees and executive board members that pushes them to innovate, create and make effort.
  • Motivate managers, employees and executive board members to work by linking the increase in the share price and the return on it to benefiting from this system.
  • Putting the primary interests of employees, managers and executive directors side by side with the interests of the stockholders.
  • Reward the creative, hardworking and distinguished.