The BOD is, and must remain, a collegial body representing all shareholders collectively. It is required to act at all times in the best interests of Orange Egypt.
(See the BOD biographies and membership criteria under the Board of Directors section).
The Company shall be managed by a Board of Directors consisting of three (3) members at least and a maximum number of eleven (11) members appointed by the General Meeting of the Shareholders. A corporate entity may be represented by several representatives in the Board of Directors, a majority of whom shall be non-executive / independent directors and shall meet the requirements of the Egyptian Exchange rules and shall comply with Egypt Code of Corporate Governance.
- The BOD is composed of representatives nominated from various shareholders.
- Whenever a member of the Board is designated, he/she must consider him/herself as a representative of all shareholders and is obliged to act in the best interests of Orange Egypt and all its shareholders.
- The shareholders' representation and the formation of the BOD are according to their capital ownership structure.
- Manage its affairs based upon authorization delegated by Orange Egypt General Assembly; the final responsibility for Orange Egypt remains under the Board.
- Provide entrepreneurial leadership of Orange Egypt within a framework of prudent and effective controls, which enables risk to be assessed and managed.
- Reserve to itself major strategic and financial decisions.
- Ensure through appointed Committees that the necessary financial and human resources are in place to fulfill objectives.
- Oversee and assess Orange Egypt performance.
- Approve Orange Egypt annual compensation plan.
- Ensure the integrity of Orange Egypt accounting and financial reporting systems.
- Define the Orange Egypt values and standards and ensure that its obligations to its stakeholders are understood and met.
- Assume its full responsibility towards the environment, the community, employees, customers, government authorities, media bodies, and suppliers.
- Shall act on a fully informed basis, in good faith, with due diligence and care and in the best interest of Orange Egypt and its shareholders.
- Have the same general legal responsibilities to Orange Egypt and are individually briefed, on appointment, on the duties they owe as directors.
- Are collectively responsible for promoting the success of Orange Egypt by directing and supervising its affairs.
- Are responsible for Orange Egypt risk management in accordance with the nature of its activity, size, and market.
- May seek an external advisory opinion on any matter, at its own expense, provided that the majority of the members approve such an act.
- Shall establish periodic review and monitor of the effectiveness of Orange Egypt governance practices, disclosure and communications and shall make changes when necessary.
- In addition to the obligation of confidentiality, directors shall be bound by the fiduciary duties.
- Shall inform the Chairman or the Corporate Secretary of any situation that could create a conflict of interest with Orange Egypt or any of its affiliates.
- Appoint and when necessary remove the CEO, the Vice Presidents and the Corporate Secretary.
- Sufficient information and data shall be made available to directors to enable them assume their responsibilities to the fullest extent.
The Chairman of Orange Egypt heads the Board and in doing so he represents a pivotal role in creating the conditions for the overall and individual Board effectiveness. The Chairman has a key role in the relationship with governmental bodies and authorities.
The Vice-Chairman is appointed by the Board and has the same rights and powers as the Chairman to the extent permitted under applicable laws.
- Ensure pro-active communication with institutional shareholders; through his chairmanship, Board members shall be aware of the major investors' views.
- Act as chief spokesman on behalf of Orange Egypt for external communication linked with government authorities and media bodies.
- Ensure that sufficient time is allowed for discussion of complex or contentious issues and when necessary arrange for informal meetings beforehand to enable thorough preparation for the Board discussion.
- Monitor the effectiveness of Orange Egypt governance practices and introduce modifications, when necessary.
- Ensure and monitor the compliance of Orange Egypt Internal Audit with the laws and rules that regulate its activity.
- Inform the Board of any problems and/or any events that could affect the implementation of the strategic plan.
- Chair the Board and set its agenda, taking full account of the issues and the concerns of all members and encourage active engagement by all directors.
- Ensure that members receive accurate, timely, and clear information, notably about Orange Egypt performance, that will enable the Board to take sound decisions and hence, ensure the success of Orange Egypt.
- Ensure a properly constructed, formal, and tailored induction program for new board members that shall be implemented by the Corporate Secretary.
- Accountable for identifying the development needs of individual board members to guarantee the overall effectiveness of the Board, at all times.
- Ensure that the performance of the BOD as a whole and its committees is evaluated at least once a year.
- Recognize the strengths and address the weaknesses of the Board and, where appropriate, propose the appointment of new members and/or dismissal of others.
- Any other responsibilities vested to him by the Board.
The Orange Egypt executive team is led by the Chief Executive Officer. The CEO is accountable for the supervision and management of the day-to-day operations of Orange Egypt in an effort to steer profitability in accordance with the policies, strategies and objectives set in agreement with the Board.
- Responsible and accountable to the BOD for managing a long-term profitable operation of Orange Egypt.
- Propose the Orange Egypt strategic plan.
- Responsible to assure Orange Egypt business continuity and management succession.
- Formulate, with the executive management, clear business and financial strategies and policies that will result in increasing Orange Egypt value.
- Oversee the operational and commercial plans with the executive management which will underpin the business strategies and policies.
- Formulate, with the executive management, clear social and environmental policies and develop an effective management structure to ensure that Orange Egypt is aware of and discharge its social and environmental responsibilities.
- Lead the Orange Egypt Executive team on the basis of actual performance against set targets and ensure through remedial action, as appropriate, that the goals, strategies, and policies set are achieved.
- Provide leadership and advice to senior management team and supervise development programs to achieve a superior performing Company.
- Co-ordinate the activities of all business elements to realize corporate objectives.
- Recommend plans related to executive management and Orange Egypt overall remuneration and incentives programs.
- Report regularly to the Board on the performance of the business so that the BOD can measure performance against the policies, strategies, and objectives.
- Keep the Chairman informed on all matters of importance and respond effectively to the BOD requests for assistance in matters related to the Company's business.
- Constructively challenge and contribute to the development of strategy.
- Scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.
- Satisfy themselves as to the integrity of financial information, that financial controls are sound and that the systems of risk management are robust and defensible.
- Review the appropriate levels of remuneration of Executive Board Directors.
- Monitor and manage potential conflict of interest of management, BOD and shareholders.
- May have access to senior management for consultation on any of its affairs with or without the attendance of Executive Directors provided that such contact will be minimally disruptive to the business operations of Orange Egypt. This contact shall be organized and facilitated by either the Chairman or the CEO.
- No relationship between any non-executive and/or independent Director and Orange Egypt shall be of a nature that is likely to affect or could appear to affect his/her judgment in governing the affairs of Orange Egypt.
An Orange Egypt Director is not independent if he/she
- Holds cross directorships or has significant links (professional, familial and/or financial connection) with Orange Egypt, its Chairman, its CEO and/or other board members.
- Represents a significant shareholder.
- Has been an Orange Egypt employee within the last 5 years or has had a material business relationship with Orange Egypt, directly or as partner.
- Has received or receives additional remuneration from Orange Egypt.
- Responsible to advise the Board, the Chairman, and the CEO on all governance matters in addition to being a source for any requested information.
- Organize shareholders and/or BOD meetings in accordance with procedures established through governance framework or, as elsewhere, stipulated by the Board.
- Coordinate and assemble briefing materials with the appropriate breadth and clarity to assist in meetings preparation. Attend shareholders and/or BOD meetings unless otherwise requested with regards to a particular subject.
- Prepare, under the direction of the Chairman, minutes of Board and Committee proceedings and ensure consistency, appropriateness of recorded decisions and issues with broader implications.
- Review the corporate by-laws as required to ensure their continued adequacy and relevance, and provide recommendations to the Chairman and/or CEO on necessary revisions.
- Act as a channel of communication and information for Orange Egypt shareholders, BOD, Chairman, CEO, and executive management.
- Facilitate effective shareholders and/or BOD participation in key corporate governance decisions and ensure that agreed voting procedures are strictly followed.
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