Raya Holding

Corporate Governance

Board Committee

Subject to the disclosure and listing rules set by the Egyptian Stock Exchange (EGX) and approved by the Egyptian Capital Market Authority (CMA) under license number 273 dated 16/06/1999, Raya Holding complies with the code of best practices in corporate governance, financial reporting, disclosure regulations and listing rules. With a strong commitment to abide by the highest standards of corporate governance, the board of directors (the “Board”) attributes strong emphasis to identifying and implementing appropriate corporate governance practices to ensure transparency, accountability and effective internal controls. Raya’s Board routinely meets at least four times annually to align and discuss the group’s business performance and strategy. The Board reserves the right to discuss major strategic and financial decisions related to new investments, divestment decisions, approval of significant alliances, major capital investment transactions and the compensation of the executive management of the company. Under Raya’s Articles of Association, a Board election is held every three years, during which members may choose to run again. With a board performance evaluation, the elected Board’s biographical background and credentials are disclosed in the explanatory notes of the notice during the annual general meeting.

Corporate Governance

With a firm creed in sound corporate governance practices, Raya’s board of directors fulfills its responsibilities in accordance with the essential foundation of Raya’s corporate governance guidelines, committed to comply with the mandates of the Capital Markets Authority (‘CMA’) in Egypt. The Corporate Governance Committee periodically reviews the guidelines and proposes modifications to the Board for consideration as appropriate. Board meetings are held at the company headquarters upon the call of the Board Chair or the demand of one third of the board members. Under no circumstances should there be less than one meeting every quarter. Following the end of each fiscal year, the Board conducts an annual performance evaluation to assess the Board’s performance effectiveness overseen by the Corporate Governance Committee. The Nomination and Governance Committee is responsible for establishing evaluation criteria and implementing its process, as well as considering other corporate governance principles subject to consideration by the Board.

BOD Committees Purpose

The purpose of the committee is to assist the Board in ensuring that its composition, structure, policies and processes meet all relevant legal and regulatory requirements.
To strive to achieve global corporate governance best practices standards and to facilitate the Board and objective of increasing the long-term value of the company, recommending qualified directors and committee nominees to the Board.
To review HR policies.
To identify any additional skills and experiences that might be required to enhance the performance of the Board, to interview candidates and to recommend appointments to or removals from the Board.
To review the performance of any director seeking re-election at the forthcoming annual general meeting.
To ensure/monitor the implementation of the Corporate Governance Code and that all items are covered under all committees.

Corporate Governance Framework

Audit Committee Charter Board of Directors & Management Securities Trading Policy Board of Directors Charter Code of Ethics and Business Conduct Corporate Citizenship Policy Corporate Governance Framework Disclosure Policy Gender Equality Policy Information Technology Governance Policy Nomination Committee Charter Related Party Transactions Policy Remuneration Committee Charter Risk Management Policy Whistle Blowing Policy Anti-Harassment Policy Anti-Bribery Policy

Relations with Shareholders

The company maintains regular contact with shareholders, institutional investors, the financial community and the media through a structured investor relations program. The program includes regular formal announcements and publications relating to material events and financial results, a bi-annual institutional investors’ event as well as meetings with the chairman, chief executive officers and the chief financial officer. Private shareholders are also encouraged to attend the annual general meeting and to express their views and questions prior to the meeting, which is reported to the Board and responded to in the Chairman’s address.

Going Concern

After making inquiries, the directors consider that the company has adequate resources to continue operating for the foreseeable future. For this reason, the going concern basis has been adopted in the program.