This document outlines the governance structure and committees of a company in accordance with regulatory guidelines. It discusses the formation and responsibilities of independent committees for corporate governance, risk, audit, remuneration, and nominations that are established by and report to the board of directors. The committees are responsible for oversight of their respective areas and meeting regularly to ensure compliance with governance, risk management, financial reporting integrity, compensation policies, and nomination processes.

1. Governance Compliance
Independent Specialized Committees
incipient from the Board of Directors

2. Contents
1. Introduction
2. Corporate Governance
3. Risk
4. Audit
5. Remuneration
6. Nominations

3. 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.

4. Remuneration
Committee
Board of
Directors
CEO
Audit
Committee
Governance
Committee
Risk
Department
Nomination
Committee
Risk
Committee
Internal
Audit
Department

5. 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

6. Corporate Governance
• Formation 3 members
Chaired by Chairman and another
independent member of the audit
committee
• No. of meetings Twice during the year

7. 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

8. 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

9. Risk
• Formation 3 members
CEO not for Chairman
• No of meetings 4 annual meetings

10. 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

11. 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

12. 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

13. 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

14. 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.

15. 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

16. Remuneration
• Formation 3 members
Independent
Non Executive Chairman
Not suitable for Chairman of the Board
• No. of meetings 1 meeting

17. 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

18. 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

19. Nominations
• Formation Selected from the General Assembly for a
determined duration
• No. of meetings 1 meeting per year or when needed

20. Thank you
Questions?