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GB Auto and its Subsidiaries (S.A.E)
Corporate Governance Report
GB Auto is committed to following the
principles of good corporate governance
and has institutionalized corporate gov-
ernance guidelines in compliance with the
applicable laws and the regulations of the
Egyptian Exchange.
To enhance shareholders’ value and pro-
tect stakeholders’ interests, the company
has taken steps to ensure transparency,
accountability, and effective internal
controls. The key corporate governance
principles and practices are as follows:
The General Assembly
The General Assembly (GA) is the ultimate
governing body of the company. The GA:
• Includes all the shareholders of the
company.
• Takes its decision by voting among
shares represented in the meeting. The
voting rule is: 1 share = 1 vote for all
shares.
• Holds at least one ordinary meeting per
year and may have an extraordinary
meeting as needed.
• The responsibilities of the GA are based
on the laws and company statutes.
• Appoints the Board, approves the
financial results, appoints the external
auditors, and approves dividend
distributions.
Disclosure Rules and
Transparency
GB Auto is subject to disclosure rules and
the new listing rules set by the Egyptian
Exchange and approved by the Egyptian
Capital Markets Authority on June 18,
2002. The company is in compliance with
the corporate governance, financial report-
ing, and disclosure provisions of the rules.
In addition to reporting its financials
on a quarterly basis and announcing all
major news and developments of the
company, GB Auto follows complete
transparency about all material matters
regarding the corporation, including
company objectives, financial and opera-
tional results, major share ownership and
voting rights, information about Board
members, related party transactions,
foreseeable risk factors, and governance
structures and policies.
The Board confirms that there is an
ongoing process for identifying, evaluat-
ing, and managing the risks faced by the
company, and that the process has been in
place for the year under review and up to
the date of approval of the annual report
and accounts.
Board Committees
The Board has established three commit-
tees to assist in discharging its oversight
responsibilities.
Corporate Governance Committee
The Corporate Governance Committee is
appointed by the Board of Directors to as-
sist the Board in fulfilling its responsibili-
ties with respect to four key matters:
• Overseeing the development and
the regular assessment of GB Auto’s
approach to corporate governance
issues.
• Ensuring that such approach supports
the effective functioning of GB Auto,
with a view to the best interests
of the shareholders and effective
communication between the Board of
Directors and the management team.
• Overseeing the process, structure and
effective system of accountability by
management to the Board of Directors
and by the Board to the shareholders,
in accordance with applicable laws,
regulations and industry standards for
good governance practices.
• Carrying out the functions and
responsibilities of a nomination
committee to recommend to the Board
of Directors candidates for election or
appointment to the Board of Directors.
Chairman
Yasser Zaki Hashem
Members
Alaa Saba, Walid Solaiman Abanumy,
Hassan Abdallah
The Audit Committee
The Audit Committee consists of four
independent non-executive members
and its primary purpose is to focus on
aspects of financial reporting and on the
entity’s processes to manage business and
financial risk, and for compliance with
significant applicable legal, ethical, and
regulatory requirements, also to assist the
Board in its oversight of:
• The integrity of the company’s financial
statements
• The company’s compliance with legal
and regulatory requirements
• The independent auditor’s
qualifications and independence
• The performance of the company’s
internal audit function and
independent auditors
Chairman
Alaa Saba
Members
Yasser Zaki Hashem, Walid Solaiman
Abanumy, Hassan Abdallah
The Remuneration Committee
The Remuneration Committee consists of
four independent non-executive mem-
bers and its primary purpose is to assist
the Board in its oversight of all matters
relating to director compensation. The
Remuneration Committee:
• Determines the remuneration
policy of the company and makes
recommendations to the Board on the
company’s policy and structure for
all remuneration and fees of senior
management and on the establishment
of a formal and transparent procedure
for developing policy on such
remuneration as the Committee may
consider appropriate.
• Determines and agrees with the Board
the broad policy for the remuneration
of the Board Executive Directors, the
Chairman and other members of the
executive management.
• Recommends, monitors and notes the
level and structure of remuneration for
senior management.
• The fees and other payment
arrangements for Non-Executive
Directors are matters for consideration
by a sub-committee of the Board,
consisting of the Chairman and one or
more Executive Directors, which shall
make recommendations to the Board
as a whole.
Chairman
Alaa Saba
Members
Yasser Zaki Hashem, Walid Solaiman
Abanumy, Hassan Abdallah
GB Auto
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2012 ANNUAL REPORT