The board of directors of our bank is composed of the chairman of the board of directors and the executive member and non-executive members with a range of skills and abilities and experiences that qualify them to express their opinion in the council’s discussions independently They are fully reflected in decision-making, and they have a full understanding of the tasks The Board of Directors and the committees in which they participate, and the term of membership of the member does not exceed Non-executive for two consecutive terms and for a maximum period of six years

Audit Committee:

• The committee is composed of three non-executive members of the Board of Directors. Preferably, the Chairperson should be an independent non-executive member. The Head of the Internal Audit Division and the Head of the Compliance Division attend the committee meetings, along with any other board members or executive directors the Chairperson deems necessary to invite, without voting rights.

• The committee discusses relevant matters with the Head of Internal Audit, the Head of Compliance, the external auditors, and other concerned officials.

• It reviews the periodic (quarterly) and annual financial statements for approval before they are submitted to the Board of Directors, in the presence of the Chief Financial Officer.

• The committee reviews and approves the annual plans of both the Internal Audit and Compliance Divisions and monitors their implementation on a regular basis.

• It reviews observations from the Central Bank of Egypt included in supervisory and regulatory reports as well as those related to financial statements, reporting them to the Board of Directors with its recommendations and following up on the rectification of these issues.

• It reviews the observations made by external auditors in their reports on the bank’s financial statements and in any other reports submitted during the year, submitting them to the Board of Directors with recommendations. It also ensures that the bank takes the necessary corrective measures in a timely manner, including addressing deficiencies in the internal control system and non-compliance with applicable policies and regulations

Risk Committee:

• The committee shall consist of an odd number of members, not fewer than three, with the majority being non-executive members of the Board. The Chairperson shall be a non-executive member, preferably an independent non-executive member. The Head of Risk Management is invited to attend committee meetings, along with any other board members or executive directors the committee deems necessary to invite, without voting rights. Some committee members must have experience in risk management.

• The committee proposes the bank’s risk management policies, including acceptable risk limits, and ensures alignment with the risk appetite set by the Board of Directors (including those related to capital indicators, liquidity management, credit, market, operational, information security, and other risks the bank may face). The Board of Directors must approve these policies.

• The committee ensures that the Risk Division conducts a comprehensive risk assessment at least quarterly, covering all identified risks and any related measures taken. This assessment is submitted to the committee and approved by the Board in its first subsequent meeting.

• It ensures the Risk Division regularly reviews the value of collateral for credit facilities and identifies necessary actions to address any decline in value. An annual report on this is presented to the committee.

Compensations & Remunerations Committee:

• The committee is composed of an odd number of non-executive board members, not fewer than three. Preferably, the Chairperson should be an independent non-executive member. The Head of Human Resources may be invited to attend meetings, along with other board members or executive directors as deemed necessary by the Chairperson, without voting rights.

• The committee is responsible for preparing clear and documented remuneration and compensation policies for the bank. These policies are reviewed periodically and reassessed in accordance with the bank’s risk profile, with clear disclosure of their underlying principles. The Board must approve these policies.

Governance & Nominations Committee:

• The committee is composed of an odd number of non-executive board members, not fewer than three. Preferably, the Chairperson should be an independent non-executive member. The Governance Officer may be invited to attend, along with any other board members or executive directors as deemed necessary by the Chairperson, without voting rights.

• The committee is responsible for the periodic evaluation of the bank’s governance framework.

• It submits proposals related to the bank’s governance policy.

• It prepares the bank’s governance report and submits it to the Board of Directors for approval at least annually, and provides a copy to the Central Bank of Egypt.

• It reviews the bank’s annual report with respect to governance-related sections.

• It reviews observations from the Central Bank of Egypt regarding the governance framework and monitors the implementation of corrective actions.

• It is responsible for maintaining, documenting, and following up on reports related to the evaluation of the Board’s performance.

Internal Control:

• Internal control is the process through which all the bank’s activities and operations are continuously monitored and reviewed by the Board of Directors, executive management, various committees, and all employees as an integrated system aimed at strengthening internal control within the bank. It is the responsibility of the Board and executive management to promote a culture of internal control so that employees at all levels are aware of their roles and responsibilities.

• The internal control system aims to assess the efficiency of managing the bank’s activities and operations to ensure optimal resource utilization and asset management, with the goal of maximizing profits and minimizing losses. At a minimum, it includes:

  • Assessing the effectiveness of the compliance function and ensuring the bank's activities align with regulatory laws and guidelines, as well as the bank’s internal policies and procedures.

  • Evaluating the efficiency of risk management and the appropriateness of mitigation procedures.

  • Evaluating the effectiveness of the internal audit function, which must cover all bank activities.

  • Assessing the effectiveness of information management systems and the accuracy and sufficiency of reports prepared to support decision-making processes.

Disclosure & Transparency:

Our bank has established a disclosure and transparency mechanism aimed at enhancing the efficiency and sustainability of its operations. This is in line with the bank’s commitment to applying disclosure and transparency standards as per regulatory requirements, professional standards, and the 2024 governance and internal control guidelines issued by the Central Bank of Egypt. The bank ensures timely and clear disclosure of all material financial and non-financial information relevant to its operations, proportional to the size, complexity, and risk appetite of the bank, thereby enabling stakeholders to make informed, independent decisions based on the disclosed information.

The Bank issues its annual report and publicizes it to the Central Bank and shareholders. It shall include a detailed presentation of the Bank's businesses during the last fiscal year and all the critical elements therein.