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• The performance of the company’s

internal audit function and inde-

pendent auditors.

President

• Alaa Saba

Members

• Mounir Abelnour

• Ahmed El Wakil

• Walid Sulaiman Abanumay

The Remuneration Committee

The Remuneration Committee’s pri-

mary purpose is to assist the Board in

its oversight of all matters relating to

director compensation. TheRemunera-

tion Committee:

• Determines the remuneration policy

of the company and makes recom-

mendations to the Board on the pol-

icy and structure for remuneration

and fees of senior management and

on the establishment of a formal and

transparent procedure for develop-

ing policy on such remuneration as it

may consider appropriate.

• Determines and agrees with the

Board the broad policy for the re-

muneration of the Board Executive

Directors, the Chairman, and other

members of executive management.

• Recommends, monitors, and notes

the level and structure of remunera-

tion for senior management.

• The fees and other payment arrange-

ments for Non-Executive Directors

are matters for consideration by a

sub-committee of the Board, con-

sisting of the Chairman and one or

more Executive Directors, which

shall make recommendations to the

Board as a whole.

President

• Alaa Saba

Members

• Mounir Abelnour

• Ahmed El Wakil

• Walid Sulaiman Abanumay

Corporate Governance

Committee

The Corporate Governance Committee

is appointed by the Board of Directors to

assist theBoard in fulfilling its responsi-

bilitieswith respect to four keymatters:

• Overseeing the development and the

regular assessment of GB Auto’s ap-

proach 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 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 respon-

sibilities of a nomination committee to

recommend to the Board of Directors

candidates for election or appoint-

ment to the Board of Directors.

President

• Alaa Saba

Members

• Mounir Abelnour

• Ahmed El Wakil

• Walid Sulaiman Abanumay

2016 ANNUAL REPORT

63