Governance and Leadership

Governance

The General Assembly of Misr Insurance Holding Company conducted the necessary amendments to the company's bylaws to align them with the decision of His Excellency the President of the Arab Republic of Egypt, Decree No. 12 of the year 2023. This decision ensures the existence of an effective oversight role that works to enhance the success of the Misr Insurance Holding Company and its subsidiaries in achieving their goals in line with stakeholders' aspirations while providing sustainable value to them.

Misr Insurance Holding Company is committed to principles and governance practices that underpin its position as one of the largest non-banking financial groups operating in the Egyptian market. In this regard, the company adopts the latest governance practices and standards issued by the Egyptian Financial Supervisory Authority, aiming to maximize positive returns for all relevant parties. The essence of the company's commitment to governance standards is reflected in the composition of the company's board of directors and its affiliated committees, which encompass diversity in expertise, qualifications, and knowledge in the insurance sector and other financial business sectors. The board of directors collectively and impeccably possesses the necessary skills in finance, economics, law, strategic planning, governance, internal control systems, and risk management.

The governance systems implemented by the company include providing the highest levels of integrity and transparency by issuing a series of reports at appropriate times, providing shareholders with necessary information about the ownership structure of the Misr Insurance Holding Company, its operational activities, and its financial position. Additionally, the company develops a set of internal policies and procedures that suit the nature and size of its business and effectively contribute to achieving the objectives of the overall governance framework it adopts, which is in accordance with the legislation governing the financial market, regulated by the Egyptian Financial Supervisory Authority in its Decision No. 100 of the year 2020 regarding corporate governance rules for non-banking financial activities. Furthermore, these rules include codes of conduct and a conflict of interest policy.

1. The Governance System Charter

2. Code of Conduct

3. Conflict of Interest Policy

Company Board of Directors

The board of directors of Misr Insurance Holding Company comprises a diverse mix of expertise and skills across various economic sectors. Furthermore, the board is committed to gender diversity, ensuring the representation of women on the board. In addition, specialized committees established by the board support it in fulfilling its obligations. The company also has external auditors who monitor its accounts.

The company adheres to the Three Lines of Defense model, which includes specialized internal control departments. The board of directors relies on reports from these departments to ensure compliance with international governance standards and practices. The Three Lines of Defense model consists of the following:

The members of the board of directors of Misr Insurance Holding Company provide a set of necessary guidelines and directions for the bank's management to achieve its goals with the highest levels of integrity and efficiency. This includes both financial and non-financial objectives. Through their diligent monitoring of the executive management team's activities, the board ensures the accomplishment of declared strategic objectives and the implementation of essential decisions.

The board also commits to ensuring the effectiveness of internal control systems and risk management to ensure the long-term sustainability of the company's operations. Additionally, the board is responsible for various tasks, including:

• Developing the company's strategy and major action plans, budget estimates, and risk policies.

• Supervising governance practices within the company and implementing changes when necessary.

• Determining compensation and benefits for employees.

• Nominating the CEO.

• Overseeing and managing any potential conflicts of interest involving the company, board members, and shareholders.

• Evaluating performance.

• Ensuring the integrity of the company's financial statements and their preparation methods.

Shareholders’ rights:

The board of directors of Misr Insurance Holding Company is committed to protecting the interests of shareholders and providing them with all the means to make informed decisions based on sound principles. This includes ensuring the right to vote on matters and fundamental issues, as well as all other rights guaranteed by law. The annual general meeting is held every year within three months following the end of the company's fiscal year, and the board of directors may call for an extraordinary general meeting if necessary. The general assembly serves as a direct forum for shareholders to raise any questions related to the company's operations. Additionally, shareholders have the right to vote on key decisions that require the approval of the general assembly, including:

• Electing and removing board members, and considering their releasing them from liability.

• Monitoring the board of directors' activities and considering their release from liability.

• Approving financial statements.

• Approving the board of directors' report for the company's activities.

• Approving the distribution of profits and determining the compensation and allowances of board members.

• Appointing the auditor, determining their fees, and considering their removal.

• Any matter that the board of directors, the administrative authority, or shareholders owning 5% of the capital deem necessary to present to the general assembly.

Auditor:

The General Assembly of a company appoints an auditor to provide effective and accurate financial oversight of the financial data. The external auditor ensures the company's compliance with all laws, decisions issued by the Financial Regulatory Authority (FRA), the regulations governing its work, and enhances credibility in its accounting processes. They also ensure the accuracy of internal accounting control practices. The responsibility for recommending the appointment or termination of the auditor, approved by the General Assembly, falls under the Audit Committee's jurisdiction, which is a sub-committee of the Board of Directors.

The Audit Committee also evaluates the performance of the auditor, verifies the integrity of the financial statements prepared by the auditor, and checks their alignment with the company's performance and financial position in accordance with the highest standards of integrity.

The Derived Committees:

The Board of Directors has formed committees from its non-executive and independent members to assist in carrying out its tasks, following international best practices for corporate governance. Each committee consists of no fewer than three members, and the committee chairs present their reports and recommendations to the Board of Directors for necessary decisions. It should be noted that the committees do not make decisions on behalf of the Board but are solely responsible for providing recommendations to the Board for appropriate decision-making.

• Governance and Audit Committee.

• Central Investment Committee.

• Nominations and Rewards Committee.

• Legal and Administrative Affairs Committee.

• Strategy and Structuring Committee.

The Board of Directors of Misr Insurance Holding Company