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corporate governance inside ECMS
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Corporate governance principles |
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ECMS is governed by its General Assembly of Shareholders. Abiding by Investment
Law Number 8/1997, Capital Market Authority Law Number 95/1992, and Corporate
Law Number 159/1981.
The General Assembly
The General Assembly (GA) of ECMS is the ultimate governing body of the
company. It includes all the shareholders of ECMS. 100,000,000 shares are
traded publicly in the Cairo and Alexandria stock exchange (CASE).
The GA takes its decision by voting among shares represented in the meeting.
The voting rule is: 1 share = 1 vote for all shares indifferently
The GA holds at least two ordinary meetings per year and may have an
extra-ordinary meeting as needed.
The responsibilities of the GA are based on the laws and executive charters. In
addition to the company's statute, it appoints the board, approves the
financial results, appoints the external auditors, and approves dividends
distribution.
Related Parties Transactions
To ensure highest level of good governance, the General Assembly reviews all
related parties transactions once a year.
In addition, any related party transaction has to be pre-approved by the Board
of Directors, which is conditionally mandated by the GA for such task. The BoD
ensures that arms length transactions were in place.
Board of Directors
The BoD of ECMS is composed of 12 members. The Board term is three years, the
current BoD is as elected in March 2007. The current structure of the BoD is as
follows:
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7 members representing Mobinil Telecommunication SAE.
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1 member representing Orascom Telecom Holding.
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3 members representing the Public Shareholders.
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1 honorary Chairman
The BoD has a majority of non-executive and independent members. Currently, the
board has only one executive member, Alex Shalaby the CEO of ECMS.
Board compensation is approved by the GA in its annual ordinary meeting. The
current Board compensation has set a cap on the profit share distributed to the
board members.
ECMS Corporate Governance Department makes available to all shareholders the
details of all benefits and compensation received by each board member during a
full fiscal year.
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Board Committees |
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The Audit Committee (A.C.):
Currently, ECMS Board has two established committees. The Audit Committee
composed of four members, all are independent.
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Title |
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| Claude Benmussa |
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Chairman |
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| Ahmed Bardai
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Member |
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| Aldo Mareuse |
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Member |
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| Bertrand Du Boucher |
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Member
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Claude Benmussa, has been elected as Chairman of A.C due to his long
experience in finance and financial auditing. Mr. Benmussa is also member in
several BoD and Audit Committees in France Telecom FT & its affiliates.
Aldo Mareuse, member, the CFO of Orascom Telecom Holding OTH and has a
long experience in financial management of telecom operations.
Ahmed Bardai, member, is the Public Shareholders Representative.
Bertrand Du Boucher, member, is the International Chief Financial
Officer, Orange Group. He has a long experience in FT & its affiliates.
The Audit Committee has a charter that is revised on annual basis or upon
request of Chairman.
The Audit Committee is mandated by the board according to its charter, to
review and approve for publishing the quarterly financial statement and
Earnings Release. However, this approval is subject to ratification by the BoD.
The Audit Committee also takes on different tasks including the bi-annual risk
review, the approval and follow up of implementation of internal Audit plan,
and the review of management responses to external auditors' reports.
The Audit Committee holds at least four meetings and four conference calls a
year. In addition, the A.C holds executive meetings with external auditors at
least once a year.
The Audit Committee also proposes the external auditors fees which are
presented to the GA for approval.
The Audit Committee ensures the proper balance of audit / non-audit fees paid
to external auditors.
The Audit Committee appoints and removes the head of Internal Audit and who
reports to the committee on all issues related to its activities.
The Internal Audit Department acts as the technical arm of the A.C.
The Compensation Committee:
The ECMS Compensation Committee is composed of:
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| Brigitte Bourgoin |
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Chairwoman |
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| Naguib Sawiris
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Member |
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The Compensation Committee reviews and approves all the issues related to
executive’s pay and bonus in addition to reviewing and updating on a periodic
basis the employees’ benefits schemes and Stock Option Plans.
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