Other Committee

Executive Committee

The Executive Committee is comprised of the Managing Director and the Company’s Department Heads, and it carries out the following responsibilities:

• Supervising the development of executive strategies and annual budgets.
• Coordinating operations between the various departments to ensure the execution of the approved strategies and budgets.
• Examining and evaluating the feasibility of new projects offered to the Company
• Following up on project implementation, identifying obstacles, and working to address them.

Marketing Committee

The Marketing Committee is comprised of the Chairman, the Managing Director, and a non-executive Board Member, and it carries out the following responsibilities:

• Requesting and reviewing marketing studies.
• Examining and evaluating marketing and sales strategies
• Approving the marketing and sales budget
• Evaluating the performance of the Marketing and Sales Departments

Regulatory Enviroment

Internal Control System

The Company implements a set of policies, procedures, manuals, and regulations prepared by the relevant departments and approved by the Board of Directors in order to achieve the following:

• Appropriate delegation of responsibilities and powers for all employees.
• Ensuring the accuracy and quality of the information so that correct and accurate information about the Company is available internally to Company personnel and to others.
• Safeguarding the Company’s tangible assets against any possible danger, as well as documenting and recording these assets in the Company’s registers.
• Increasing the Company’s productive efficiency and achieving its objectives at the lowest cost possible while maintaining the desired level of quality.
• Ensuring the precise implementation of instructions to make sure that they have been carried out properly.
• Ensuring the application of corporate governance rules through the precise implementation of the different requirements.

Internal Audit Department

Up until 2021, the Company hired an external professional office to carry out internal audit tasks. The Company’s Internal Audit Department was established in December 2021, and it consists of a Department Head and team members. The Department is responsible for the following:

• Evaluating the Company’s control and risk management systems.
• Developing an internal audit plan based on potential risks.
• Presenting the internal audit plan to the Company’s Executive Management and the Audit Committee for approval.
• Preparing and implementing internal audit programs in order to execute the internal audit plan.
• Submitting detailed reports on the internal audit findings and recommendations to the concerned sectors and/or departments and agreeing on corrective measures, if deemed necessary.
• Presenting a summary report with the internal audit’s findings, recommendations, and corrective measures that were agreed upon with the concerned sectors and/or departments to Executive Management and the Audit Committee.

The Internal Audit Team conducts its duties with complete objectivity, impartiality, and independence from the activities being audited. The Department’s employees are equipped with the necessary skills, experience, and commitment to professional standards.

Risk Management

The Board of Directors is responsible for risk management in a manner consistent with the nature of the Company’s activity, and size and the market in which it operates. There is currently no independent organizational risk management unit; however, each Department Head and each Executive Director is responsible for risk management within their scope of business and activities. The following responsibilities fall under their supervision:

• Accurately analyzing the potential risks that the Company could face at an early and appropriate timing.
• Determining the level of acceptable risk depending on its impact and potential of occurring.
• Developing a Risk Policy and specific indicators to measure, follow up, and monitor risks.
• Measuring the sustainability and effectiveness of policies in measuring, monitoring, and following up on risks, in addition to making necessary adjustments in this regard in line with market developments and the internal and external environments surrounding the Company.
• Ensure the availability of appropriate and effective information and communication systems with regard to the process of monitoring risks so as to allow Senior Management and the Risk Committee to receive periodic reports reflecting the extent of the Company’s commitment to the set risk limits and clarify the violations of these limits, their causes, and the proposed plans to address them.
• Submit accurate reports that enable stakeholders to take the necessary actions.
• Present findings to the Company’s Executive Management and to the Financing, Investment, and Risk Management Committee in order to coordinate on a company-wide level.

Compliance Department

Implementing policies relating to compliance is the responsibility of Senior Management, with the Board of Directors being responsible for approving these polices. All employees are then notified with these policies. Currently, the Company does not have an independent Compliance Department; however, the Legal and Human Resources Departments are responsible for performing the following responsibilities:

• Identifying, assessing, and providing advice on compliance requirements.
• Preparing reports on the risks of non-compliance with the laws, regulations, and regulatory instructions issued by the various relevant authorities in order to avoid harming the Company’s reputation or exposing it to penalties resulting from non-compliance.
• Following up regularly and ensuring that all of the Company’s employees adhere to the laws, regulations, and guidelines issued by the various relevant authorities.
• Following up regularly and ensuring that all employees comply with the Company’s internal regulations and policies.
• Receiving complaints and investigating them in an objective manner

Corporate Governance Department

Currently, the role of the Corporate Governance Department is being fulfilled by the Company’s Finance and Investor Relations Departments, and that includes

• Monitoring the presence of basic principles and elements that aid in developing and enhancing the Company’s performance, contributing to the achievement of the Company’s strategic objectives set by the Board of Directors.
• Monitoring the presence of the principles of disclosure, transparency, and a culture of governance throughout the Company and its operations.
• Enhancing and developing the Company’s general framework and principles of work using its professional code of conduct, while defining its social responsibility toward workers and society as a whole.
• Monitoring the implementation of the Company’s conflict of interest policy.
• Working toward implementing transparency, clarity, and fairness when dealing with all shareholders.
• Working on clarity of relations between the Board of Directors and stakeholders.
• Developing internal governance guides for the Company and drafting internal policies that regulate the relationship between all employees, as well as contributing to the preparation of the report on the extent of the Company’s commitment to corporate governance.

External Auditor

The Company appoints an external auditor who fulfills the conditions stipulated by the law of Profession of Accounting and Auditing, including competence, reputation, and sufficient experience and that their qualifications are commensurate with the size and nature of the Company’s activity and those with whom it deals. The auditor must also be completely independent from the Company and the members of its Board of Directors. For example, they should not be a shareholder or a Board member or be related to any Board member or Senior Management personnel up to the second degree, or perform any technical work, management, or consulting on a permanent basis.

• The external auditor is chosen from the list of auditors registered with the FRA.
• Appointment is confirmed by the General Assembly of Shareholders based on the recommendation of the Board of Directors, following the Audit Committee’s recommendation.
• The Board of Directors may not enter a contract with the external auditor to perform any additional work that is not directly or indirectly related to their work as its auditor, except after obtaining the approval of the Audit Committee, and provided that this additional work is not prohibited for auditors. The fees of any additional tasks must be commensurate with the nature and size of the required work. The Audit Committee, when considering the approval of the auditor performing additional tasks and determining their fees, must ensure that this does not affect their independence, with the need to disclose this to the General Assembly of Shareholders and in the Board of Directors’ Annual Report.
• The Company complies with having the external auditor submit a copy of their report in the Company’s Governance Report directed to the FRA and the EGX in accordance with the applicable rules of governance and disclosure. This report is also submitted to the General Assembly of Shareholders.