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and fees of senior management and
on the establishment of a formal
and transparent procedure for de-
veloping policy on such remunera-
tion as it may consider appropriate.
• DeterminesandagreeswiththeBoard
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 remunera-
tion for senior management.
• The fees and other payment ar-
rangements
for
Non-Executive
Directors are matters for consid-
eration by a sub-committee of the
Board, consisting of the Chairman
and one or more Executive Direc-
tors, which shall make recommen-
dations to the Board as a whole.
President
Alaa Saba
Members
Yasser Hashem
Khaled Kandil
Walid Sulaiman Abanumay
Corporate Governance Committee
The Corporate Governance Committee
is appointed by the Board of Directors to
assist the Board in fulfilling its responsi-
bilities 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 sup-
ports the effective functioning of GB
Auto, with a view to the best interests
of the shareholders and effective com-
munication between the Board of Di-
rectors and the management team.
• Overseeing the process, structure
and effective system of accountabil-
ity 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 gover-
nance 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.
President
Yasser Hashem
Members
Alaa Saba
Khaled Kandil
Walid Sulaiman Abanumay
Compliance Committee
The Compliance Committee is appoint-
ed by the Board of Directors to monitor
adherence to laws, official regulations
and internal policies. The Compliance
Committee is responsible for:
• Ensuring GB Auto’s compliance with
all relevant statutory provisions, of-
ficial regulations and internal com-
pany policies, including enabling for
the effective communication of com-
pliance-related matters to the Board
and to other Board committees.
• Broad oversight and approval of
compliance-related policies, inter-
nal systems and procedures, in-
cluding meeting regularly to ensure
company-wide adherence.
• Reviewing potential compliance
risk areas and ensuring procedures
are in place for management to con-
trol, monitor and report exposures
to such compliance risks.
• Reporting compliance matters that
could have substantial financial im-
plications to GB Auto’s Audit Com-
mittee, while otherwise assisting in
the undertaking of such Commit-
tee’s responsibilities related to mat-
ters of compliance.
President
Alaa Saba
Members
Yasser Hashem
Khaled Kandil
Ghabbour Auto | 2014 ANNUAL REPORT
47