Page 51 - 2023 Auunal Report - EN

CORPORATE
Governance Report

50 ANNUAL REPORT 2023

Introduction

Corporate governance rules are represented in the principles, systems and procedures which achieve the best
protection and balance between the Company’s interests, its shareholders and other stakeholders related to it. The
fundamental objective of implementing the corporate governance rules is underlined by the Company’s being in
line with the shareholders’ goals which promotes the investors’ confidence in the efficiency of the Company’s
performance and its ability to face crises, as the corporate governance rules regulate the methodology of taking all
decisions within the Company and motivate the existence of transparency and credibility for such decisions.
Among the most significant corporate government rules are the protection of shareholders and separating the
executive authority which directs the Company’s businesses from the board of directors which prepares and reviews
the Company’s plans and policies, and thus adds assurance and promotes the feeling of confidence in dealing, as
well as enable shareholders and stakeholders to efficiently control the Company.

On 27 June 2013, the Capital Markets Authority issued decree No.25 of 2013 in connection with issuing the
governance rules for companies subject to its supervision. The issuing of such rules comes under the framework
of the provision of article No.(40) of the executive regulation of law No.7 of 2010 in connection with establishing
the Capital Markets Authority and Regulation of Securities Activity, that the Authority issues a special system for
governance. This is in addition to the provisions of article No.217 of the decree law No.25 of 2012 promulgating
the Companies Law and its amendments, which stipulated that “the concerned regulatory bodies shall lay down
the corporate governance rules for companies subject to their control, in order to achieve the best protection and
balance between the interests of the Company’s management, its shareholders and other related stakeholders.
Further, it illustrates the requirements which should be fulfilled by the independent members of the board of
directors.

Such rules were amended by decree No.48 of 2015 passed on 30/ 6/ 2015, which have been re-enacted within
Part Fifteen of the executive regulation of law No.7 of 2010 in connection with establishing the Capital Markets
Authority and Regulation of Securities Activity. These rules have been applied on 30/ 6/ 2016 and the amendments
thereafter.

The corporate governance rules addressed a number of fundamental principles and requirements upon which
the principles of corporate government are established, as well as the methodology of implementing such rules
and principles. The methodology illustrates the guideline methods for the mechanism of proper activation of the
governance principles, including the existence of a balanced structure of the board of directors which comprises
non executive and independent members, outlining the responsibilities and terms of reference of the members of
both the board of directors and executive management, method of selection of candidates to the membership of
the board of directors and executive management, ensuring the integrity of the financial reports, the necessity of
availability of proper systems for risks management and internal control, keenness to foster professional conduct
and ethical values, the significance of the existence of mechanisms for disclosure and transparency mechanisms,
protection of the shareholders’ rights, recognizing the role of stakeholders and controlling the conflict of interests,
promoting and enhancing performance, as well as stressing on the significance of the social responsibility
shouldered by companies.
Keeping in line with the positive moves taken by the Capital Markets Authority through the rules, regulations and
decrees through which it seeks to enhance the work environment, transparency and protection of shareholders,
and as the Company is keen to implement all the laws, legislations, decrees and practices which are in line with
its principles and professional foundations leading the Company’s work for the interest of its valuable shareholders,
the Company always aims at focusing its efforts through the integrated team to implement all the laws and decrees
in the required professional manner in the specified time.