Our corporate governing bodies are the General Meeting of Shareholders and the Board of Directors. Each has its own responsibilities in accordance with Egyptian law and Domty’s articles of association. The Board of Directors is an executive body responsible for our day-to-day operations, and is elected by the Shareholders in a General Meeting.
General Meeting of Shareholders:
The General Meeting of Shareholders is our supreme governing body and is authorized under Egyptian law and Domty’s articles of association to pass resolutions on, among other things, the following issues:
• the election and dismissal of members of the Board of Directors;
• the election and dismissal of the auditor(s);
• any amendment to the constitutional documents;
• any increase or reduction of Domty’s share capital;
• approval of merger, consolidation, recapitalization or other reorganization;
• approval of the reports prepared by the Board of Directors;
• approval of our annual financial statements;
• the setting of remuneration of the Board of Directors, other than the remuneration of the managing directors which can be determined by Board of Directors resolution;
• participation in litigation against the Board of Directors, including appointment of our representative for such litigation;
• approval or rejection of the profit (dividend) distribution proposal prepared by the Board of Directors;
• approval of any issuance of securities convertible into or exchangeable for share capital in Domty;
• determination of a date for payment of contribution by the shareholders and/or requesting its payment; and
• other issues provided by law and the constitutional documents.
The Board of Directors:
The Board of Directors is responsible for our day-to-day management (with the exception of functions reserved for the General Meeting of Shareholders). The members of the Board of Directors are appointed by the General Meeting of Shareholders for renewable terms of three years, and are also dismissed by a General Meeting. The appointment and the number of members of the Board of Directors is determined by a General Meeting from time to time and shall not be less than three and not more than seven members. The scope of authority of each member of the Board of Directors is defined by a General Meeting or by the Board of Directors.
The Board of Directors consists of seven members comprising (i) three full-time directors including an executive chairman and managing director, managing director for financial affairs and managing director for planning and supervision and four non-executive shareholder directors appointed in their personal capacity. To read more about our Board of Directors click here
In accordance with the EGX listing Rules, the Board of Directors has constituted an Audit Committee, comprised of three independent board members, namely Mr. MounirFakhry Abdel Nour, Dr. Hani Sari El Din and Mr. Mahmoud El Baroudy. The primary functions delegated by the Board to the Audit Committee are to assist the Board in fulfilling its oversight responsibilities in connection with:
• the inspection and review of our internal audit procedures;
• the inspection and review of our accounting standards and any changes resulting from the application of new accounting standards;
• the inspection and review of internal audit procedures, plans and results;
• the inspection and review of the periodic administrative information that is presented to the different levels of management and the methods of such preparation and timing of submission;
• ensuring the implementation of appropriate supervisory procedures in order to protect our assets;
• ensuring that we adhere to the recommendations of the auditor and EFSA;
• the inspection of the procedures carried out in preparing and reviewing (i) the financial statements, (ii) offerings relating to securities and (iii) estimated budgets, cash flow and income statements;
• advising on the appointment of auditors to perform services other than the preparation of the financial statements;
• the inspection and review of the auditor’s report regarding the financial statements and discussing the comments included, in addition to working on resolving any misunderstandings between the Board and the auditors;
• ensuring the preparation by an independent financial advisor of a report regarding any related party transactions before being ratified; and
• ensuring the application of the necessary supervisory methods to maintain our assets, conduct periodic evaluation of administrative procedures and prepare reports to the Board.
The Board of Directors is required to adopt the Audit Committee’s recommendations within 15 days of receiving notice of such recommendations. If the Board of Directors does not follow the recommendations, the chairman of the Audit Committee must notify both the EFSA and EGX.