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BOD Role and Committees

BOD Role and Committees

Working to ensure the integrity and sustainability of its business operations, Arab Moltaqa Investments Company (AMIC) is committed to the best practices in the area of corporate governance.

Knowing the importance of complying with corporate governance standards, our Board regularly reviews and updates our corporate governance practices to accommodate developments within the marketplace in general and our business in particular, and to comply with internationally recognized governance standards.

We are guided by the corporate governance principles presented by the Egyptian Financial Supervisory Authority (EFSA), ensuring that the highest standards of corporate governance throughout our organization are consistently maintained.

The Board of Directors

Role and Responsibility of the Board

AMIC's Board of Directors is responsible to shareholders for the overall strategy of the Company, its governance and performance. The Board guides the Company's business and affairs and decides on matters that fall within the scope of its power pursuant to Egyptian law and the Company's bylaws.

The Board covers the following activities:

• providing strategic direction to the Company by working closely with management to develop and accomplish AMIC's vision, mission, goals, strategies, and performance targets;
• setting the required supervisory procedures to secure the rights of all stakeholders;
• approving the annual budget for the Company and other significant business decisions;
• selecting, appointing and supervising executive members;
• issuing recommendations to the General Assembly concerning issues related to capital structure, expenditures and dividends policy….. etc;
• monitoring the integrity of internal control and reporting systems;
• upholding the interest of the company, taking into account the interests of all stakeholders', in an independent manner.

The Chairman and The Managing Director should provide the rest of the Board members and committees with the company's information in due course.

All Board members should maintain the confidentiality of the company's data, information and documents,
All Board members have the right to obtain any documents or company-specific information to support them in performing their duties, provided that these documents should be sent through the Board's Secretary.

The Board has the right to seek external advisers and experts to support and provide the needed consultations, provided that the approval on requesting those external experts is through the Board itself.

Board Structure and Composition

• The size of the Board is limited to what is stipulated in the company's statute, and the number of board members is periodically considered to guarantee its appropriateness with the responsibilities according to the recommendations carried out by the Board's Compensation Committee.
• The Board selects the Chairman from the members as stipulated in the Company's statue.
• The Board delegates a member for the executive management duties and determines his authorities provided that the delegated Managing Director works on a full time basis.
• The duration of the Board is three years in accordance with the AMIC's Statute in this regard and could be renewed to an unlimited number of durations.

Committees Derived from the Board of Directors

1- The Audit Committee

Structure and Composition
The Audit Committee is composed, as a minimum, of three non-executive Directors who have experience in the Company's business, with no membership in any other Board Committees. One of the members must have an experience in financial affairs to ensure carrying out its duties professionally.

Purpose
The Audit Committee is structured to ensure independence and integrity. The Audit Committee assists the Board of Directors in controlling and supervising the financial control of the company. In this context, the audit committee emphasizes, in particular, on:

• ensuring the efficiency of the internal control system;
• ensuring the intactness of the financial statements;
• ensuring the efficiency and independence of the company's external auditor;
• ensuring the company's internal audit department is performing its role with the required efficiency and monitoring the efficacy of internal audit procedures;
• presenting periodic reports and recommendations to the Board of Directors regarding the foregoing matters.

Committee Working Principles
Each member of the Committee works in a neutral and independent manner to achieve the interests of the company, according to the company's statute, covenant and bylaws. If a board member finds out a possible conflict of interest, he / she must disclose it to the Board.

Reporting
The Committee should provide the Board with reports as revealed in the regulations, and at the request of the Board or as the Committee deems appropriate. In all cases the Committee must hand over to the Board an annual report of its activities, and the results of the annual audit to stand on and determine the effectiveness of the Committee performance.

2- Compensation Committee

Structure and Composition
The Compensation Committee is composed, as a minimum, of three non-executive members. One of the members must have an experience in the human resources affairs to ensure professionalism in carrying out the committee duties.

Purpose
The main Purpose of the Board's Compensation Committee is to assist the Board in carrying out its responsibilities, respecting the following:

• reviewing and approving corporate goals and objectives relevant to the compensation of the executive directors and senior management;
• evaluating each individual's performance in light of these goals and to make recommendations to the Board of Directors with respect to incentive and equity-based compensation plans;
• managing the company's Executive Compensation Program;

The Committee also conducts the following duties:

• managing the company's incentive plans and programs and approving compensations;
• determining the compensations of the board members and the committees' members, according to the assessment and performance of each member separately;
• reviewing and approving the compensation levels set by the Committee for senior staff;
• providing recommendations and developing programs and plans to the Board for the incentives' eligibility;
• performing an annual report of the Committee's performance, including the conformity of the Committee with the Corporate Governance covenant.

The Committee may delegate its authorities to a sub-committee, or any executive director for ensuring compliance with laws and regulations and taking the decision in due course.