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Board of Directors Guidelines

Purpose

The primary responsibility of the Board is to provide effective governance over the Company’s affairs for the benefit of its shareholders, and to balance the interests of its clients, employees, suppliers and its local communities. In all actions taken by the Board, the Directors will be expected to exercise their business judgment in what they reasonably believe to be in the best interests of the Company. In discharging that obligation, Directors may rely on the honesty and integrity of the Company’s Senior Executives and its outside advisors and auditors.

 

Board of Directors Chart

 

The Board main roles

The following functions are the common recurring activities of the Board in carrying out its responsibility. These functions are established as a guide with understanding that the Board may diverge from this guide as appropriate, given the circumstances:

  • Leadership and Direction:
    • Define the vision and values of the organization and ensure that these are realized and upheld.
    • Define the direction of the business.
    • Ensure clear accountabilities and communication within the Company and monitor the activities of the Company.
    • Create a positive climate which fosters constructive challenge for business.
    • Review Board composition, performance and succession plans regularly.
    • Appoint and, if necessary, remove the Chair.
  • Approve the Strategic Direction and Objectives of the Company and Monitor its Implementation:
    • Establish key strategic aims and determine the strategic objectives and outcomes required.
    • Drive the development of business plans, provide constructive challenge and ensure its effectiveness.
    • Approve an annual business plan, budgets for both revenue and capital expenditure and the financial strategy that supports the achievement of corporate goals.
    • Establish a framework for approval and regular review of policies and plans to achieve its business objectives.
    • Ensure that all assets are managed efficiently and effectively, and that capital is properly utilized, so as to maintain long term viability and sustainability of the Company and its assets.
    • Oversee major capital expenditure, acquisitions and divestitures.
    • Decide the performance objectives to be achieved and supervise the implementation thereof and the overall performance of the Company.
    • Review and approve the organizational and functional structure of the Company on a periodical basis.
  • Risk Management:
    • Establish and oversee a framework for the identification, management and review of risks, including agreeing the risk capacity and tolerance.
    • Identification of the principal risks involved in the Company’s business and ensuring the implementation of appropriate systems to manage those risks.
    • Contribute to the review and evaluation of strategic risks and receive regular reports on these and emerging risks.
    • Ensure that a positive culture of managing opportunities, threats and uncertainties is embedded throughout the Company.
    • Determine policies and decisions on all matters that might create a significant financial or other risk to the Company, or which raise material matters of principle.
    • Demonstrate in the strategy document that it is able to proactively identify and understand significant risks that the Company faces in achieving its objectives through its business strategies and plans.
  • Establish the Internal Controls Framework and Effective Monitoring:
    • Establish a written policy that covers conflict of interests for the Board Members, Executive Management and Shareholders which should include any misuse of the assets of the Company and any misconduct resulting in from related party transactions.
    • Ensure the adequacy of the Company’s financial and accounting systems, including the systems for preparing the financial reports.
    • Ensure the implementation of internal controls relating to risk management through general identification of significant risks which face the Company and present them in a transparent manner.
    • Yearly and regular reviews of the effectiveness of the Company’s internal controls.
  • Performance Monitoring:
    • Regularly review and monitor performance in relation to plans, budgets, controls and decisions.
    • Obtain and consider performance information in relation to customer and stakeholder feedback and benchmark this against comparable organizations and activities.
  • Reporting of the Company’s Performance:
    • Obtain assurance that the business affairs are conducted lawfully and in accordance with generally accepted and specific standards of reporting, performance and probity.
    • Ensure that the Company complies with all relevant regulatory requirements.
  • Commitment:
    • Give time and commitment to attend meetings.
    • Show commitment to read documents in advance and evaluate information provided by the Companies management.
    • Make effective contributions to the decision making process.
  • Corporate Governance:

The Board of Directors should establish the corporate governance system within the Company which should not conflict with laws & regulations promulgated by the CMA and other regulatory bodies; also they should monitor its effectiveness and adjust it as and when deemed necessary.

  • Ambassadorial Role:

    • Promote the Company at key events and other meetings, and establish constructive, high quality relationships with key current and potential partners and stakeholders, internal and external, as required.

    • Monitor and safeguard the Company’s reputation and work towards enhancing it.

  • Executive and Management Arrangements:

    • Appoint (and, if necessary, dismiss) the President and approve his salary, benefits and terms of employment.

    • Ensure that the Board is represented in the appointment of other senior staff.

    • Ensure that there are appropriate policies and systems in place to recruit, develop, retain and remunerate staff.

    • Monitor and manage potential conflict of interests of management, Board members and shareholders, including potential misuse of corporate assets and abuse in related party transactions.

    • Establish policies regarding the evaluation of the Senior Management of the Company and ensure that appropriate policies regarding the evaluation of other personnel by Senior Management are in place and utilized.

    • Evaluate the overall performance and effectiveness of the Board and decide on matters of corporate governance.

    • Review succession plans and management development programs for Senior Management.

  • Reporting:

    • Ensure the integrity of the Company’s accounting and financial reporting system, including the independent audit, and that appropriate systems of control are in place, in particular, systems for monitoring risk, financial controls, and compliance with the law.

    • Oversee the process of disclosure and communications.

    • Approve each year’s accounts prior to publication.

 

In discharging its oversight role, the Board is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and the power to retain outside counsel, auditors or consultants, or incur other expenses for this purpose, which the Company shall pay. The Board may also meet with the Company’s investment bankers or financial analysts of the Company. The Board may require any officer or employee of the Company, the Company’s outside legal counsel, and the Company’s external auditors to meet with the Board or any committee of the Board. The Board should use discretion to assure that such contact is not distracting to the business operations of the Company and that any written contact should be copied to the President.

 

  • Board Membership

The Board of Directors should establish specific and explicit policies, standards and procedures for the membership of the Board of Directors and implement them after approval by Shareholders’ General Assembly.

 

  • Stakeholders

The Board of Directors should establish a written policy with respect to stakeholders of the Company to protect their rights. In particular, this policy should cover the following:

    • A mechanism to compensate stakeholders in case of a breach their legal rights as so established by the laws and contracts.
    • A mechanism for settling disputes or complaints which may arise between the Company and its stakeholders.
    • Proper mechanisms to establish strong relationships with suppliers and customers and ensure confidentiality of their related information with the Company.
    • Establish professional behavior principles for the Company’s management and employees in compliance with professional and ethical standards that should serve as guidelines for relationship with stakeholders. The Board should also establish a mechanism to monitor the implementation of those principles and standards.
  • Compliance:

The Board of Directors should establish policies and procedures that ensure compliance with laws and regulations and disclosure of significant information to shareholders, creditors and other stakeholders.

 

Board of Directors Responsibilities

  • With due regards to the powers assigned by law to the Shareholders’ General Assembly, the Board of Directors shall enjoy full powers in the management of the Company. The ultimate responsibility of the Company rest with the Board even if it establishes Committees or delegates some of its power to a third party. The Board should avoid general delegations or delegations without specific time frame.
  • Specify the Board responsibilities in the Company’s Articles of Association and its bylaws.
  • The Board should fulfill its responsibilities and duties with professional, serious and due care, and its resolutions should be based on sufficient information from the Executive Management of the Company or any other trusted source.
  • A Board member represents all the shareholders, and he should be committed to what is in the best interest for the Company and not for the group of shareholders that he represents or the group of shareholders that voted for him.
  • The Board should establish authorities and decision making that is delegated to the Executive Management of the Company and establishes the time frame for those delegations. The Board should establish the items which the Board keeps the authority and the decision making. The Executive Management should report periodically to the Board on the activities that have been authorized to them.
  • The Board should ensure that procedures are established to assist with the orientation of new Board members with regard to the Company’s operations and in particular the financial and legal aspects. Training should be provided if necessary.
  • The Board should ensure the sufficiency of the Company’s information for all Board members in general and for the non Executive Board members in particular, to enable them to perform their duties and responsibilities in a proper manner.
  • The Board is not permitted to perform the following:
    • Engage the Company in loans with more than 3 years maturity.
    • Sell or mortgage the Company’s real estate, if any.
    • Release the Company’s debtors from their obligations.

 

The Board can perform the above mentioned activities if they are authorized by the Company’s bylaws, and if not, they should seek Shareholders’ General Assembly approval, unless such acts fall within the normal scope of the Company’s business.