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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
protect stakeholders’ interests, the
company has taken steps to ensure
transparency, accountability, and effec-
tive 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 hold extraordi-
nary 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 exter-
nal auditors, and approves dividend
distributions; it can take further
extraordinary decisions at the ex-
traordinary meetings.
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
CapitalMarkets Authority on June 18, 2002.
The company is in compliance with the
corporate governance, financial reporting,
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 op-
erational results, major share ownership
and voting rights, information about
Board members, related party transac-
tions, foreseeable risk factors, and gov-
ernance 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 com-
mittees to assist in discharging its
oversight responsibilities. Each com-
mittee consists of four independent
non-executive members.
The Audit Committee
The Audit Committee’s primary purpose is
to focus on aspects of financial reporting
and on the entity’s processes to manage
business and financial risk, and for com-
pliance with significant applicable legal,
ethical, and regulatory requirements, also
to assist the Board in its oversight of:
• The integrity of the company’s fi-
nancial statements
• The company’s compliance with le-
gal and regulatory requirements
• The independent auditor’s qualifi-
cations and independence
• The performance of the company’s
internal audit function and inde-
pendent auditors
President
Alaa Saba
Members
Yasser Hashem
Khaled Kandil
Walid Sulaiman Abanumay
The Remuneration Committee
The Remuneration Committee’s primary
purpose is to assist the Board in its over-
sight of all matters relating to director com-
pensation. The Remuneration Committee:
• Determines the remuneration policy
of the company and makes recom-
mendations to the Board on the pol-
icy and structure for remuneration
Ghabbour Auto | 2014 ANNUAL REPORT
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