Governance Compliance

Independent Specialized Committees incipient from the Board of Directors

Contents

1. Introduction

2. Corporate Governance

3. Risk

4. Audit

5. Remuneration

6. Nominations

Introduction

• Capital Markets Authority Decision #25/2013 announcing the corp. governance guidelines for companies under its supervision was issued on 26July 2013.

• Corp Governance guidelines (CMA/CD/LCCG/3/2013) for companies under the supervision of the CMA take effect immediately upon issue, and reports are issued by companies every fiscal quarter after the issue of the guidelines

• Companies must provide the CMA recurrently with evidence of corp. governance compliance in addition to the approved company structure. Full compliance with the guidelines must be adhered to no later than 31/12/2014, noting that the company must apply immediately any principle or requirement with a binding legislative capacity.

• Competent corporate governance is built on documenting the following:

1. Ethical Behavior: Is what ensures the commitment to ethics and rules of professional conduct and balance in the balance the interests of all relevant parties the company and transparency in the presentation of financial information and non-financial.

2. Oversight & Accountability: The importance of developing an integrated system of control and accountability to detect deviations and abuses, as well as the importance of activating the role of stakeholders in the control of the company and make sure that disclosure and transparency is an essential element in the protection of the rights of stakeholders.

3. Regulation Proper Corp Structure: The EDM is what ensures proper distribution of powers and responsibilities and the separation in the terms of reference and a system of incentives and rewards through the assessment of performance for both managers and employees of the company.

Remuneration Committee

Board of Directors

CEOAudit

CommitteeGovernance Committee

Risk Department

Nomination Committee

Risk Committee

Internal Audit

Department

Corporate Governance

• Definition : Proper identification of tasks & responsibilities

• Methodology:

1. Establish a framework and guideline for governance and oversee execution and amendment.

2. Implement governance preview and oversee implementation

3. Oversee implementation guide and review governance.

4. Follow up with every board member and executive team member in accordance with KPI’s

5. Follow up with governance issues and submit report to board annually with findings.

6. Prepare governance report and compliance to include in annual report.

7. Submit annual governance report to CMA

Corporate Governance

• Formation : 3 members

Chaired by Chairman and another independent member of the audit committee

• No. of meetings : Twice during the year

Risk

• Definition : Principles of Fairness & Transparency

• Methodology:

1. Identifying and quantifying the risks to the company.

2. The development of policies and regulations to manage the risks on an ongoing basis and are reviewed.

3. The development of the periodic reports.

4. Full independence and powers.

5. Providing qualified resources.

Risk

• Powers and responsibilities :1. Adoption of the strategy before being approved by the Board.

2. Assessment of the organization of performance measurement and follow-up mechanisms.

3. Assist the Board in identifying and evaluating the risks.

4. Review risk management structure.

5. Emphasis on the independence of the risk management staff for activities that result in risk.

6. Staff understanding of the risks.

7. Prepare periodic reports and increase application.

8. Review the problems raised by the Audit Committee.

9. No less than 4 regular meetings per year

Risk

• Formation : 3 members

CEO not for Chairman

• No of meetings : 4 annual meetings

Audit

• Definition : Integrity of Financial Reporting

Methodology :

1. Present pledges from Board & Executive Management Team.

2. The safety and integrity of reporting and internal control systems.

Audit

• Powers & Responsibility :

1. Periodic review of the current data and presentation to Board to take opinion and recommendation.

2. Appointment & re-appointment of auditor.

3. Follow up on the work of the external auditor.

4. Study lawyers policies and opinion.

5. The organization of internal control systems and the report and recommendation.

6. Supervision of the Internal Audit Department.

7. Recommendation audit manager be transferred or sequestered or removal.

8. Review and approve audit plans and notes.

9. Review internal report and notes.

10. Review regulators Report.

11. Review transactions with related parties and related recommendations.

Audit

• Formation : 3 members

1 independent with relevant qualification from inside or outside the board

CEO not suitable for Chairman

Take independent Counsel

• No of meetings: 4 annual meetings

Remuneration

• Definition : The principle of efficiency of the Board and the Executive Management

• Methodology :

1. The development of policies and regulations governing the granting of compensation and bonuses and review.

Remuneration

• Grants and bonuses policy and standards :

1. Accreditation of the Board.

2. Linked to performance rates for workers.

3. Coordinated with the objectives and strategy of the company.

4. Policy Studies lawyers and opinion.

5. Appropriate to the size and the nature and degree of risk the company.

6. Fit the experience and qualifications of employees for different functional levels.

7. The balance of the structure of bonuses and salaries.

8. Coordination with the Committee on Nominations.

Remuneration

• Terms of Reference of the Committee :

1. Develop a clear policy for all board members and senior executives.

2. Determine the segments and application.

3. Periodic review of the policy and objectives of the grant.

4. Prepare a report on bonuses and grants to the Executive Board and submitted to the General Assembly for approval.

Remuneration

• Formation : 3 members

Independent

Non Executive Chairman

Not suitable for Chairman of the Board

• No. of meetings : 1 meeting

Nominations

• Definition : The principle of efficiency of the Board and the Executive Management

• Methodology :

1. Prepare recommendations to the Board on the efficiency of the proposed nominations.

Nominations

• Tasks :

1. Recommendation of the nominations and re-nomination for the membership of the Executive staff pool.

2. Determines the terms of the candidate’s competence and integrity and attendance and the line of duty and responsibilities before the approval of the Authority.

3. Review needs required the board annually.

4. Requests for executive management of qualifications:

a. Qualifications and practical function compatibility.

b. Professional experience suitable for the job.

c. Technical capabilities and leadership and management allows independence and speed of work requirements and developments.

5. Status and functional characterization of the members of the executive and

non-executive.

Nominations

• Formation : Selected from the General Assembly for a determined duration

• No. of meetings :1 meeting per year or when needed.

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