Decision of the Board of Directors of the Authority No. (162) of 2018 dated 31/10/2018 regarding the conditions to be met by members of the boards of directors of companies listed on the Egyptian Exchange or subject to the Authority's supervision

Last amended on 2019/1/20

Board of Directors of the Financial Regulatory Authority Having reviewed Law No. (10) of 1981 concerning supervision and oversight of insurance in Egypt and its executive regulations; Having reviewed Law No. (159) of 1981 concerning joint stock companies, limited partnerships by shares, limited liability companies, and single-person companies, and its executive regulations; Having reviewed Capital Market Law No. (95) of 1992 and its executive regulations; Having reviewed Law No. (93) of 2000 issuing the Central Depository and Registration Law for Securities and its executive regulations; Having reviewed Real Estate Financing Law No. (148) of 2001 and its executive regulations; Having reviewed Law No. (10) of 2009 regulating oversight of non-banking financial markets and instruments; Having reviewed Law No. (141) of 2014 regulating microfinance activities; Having reviewed Law No. (176) of 2018 issuing the law regulating financing lease and factoring activities; Having reviewed Presidential Decision No. (192) of 2009 issuing the Statute of the Financial Regulatory Authority; Having reviewed Board of Directors Decision No. (11) of 2014 concerning rules for listing and delisting securities on the Egyptian Exchange; Having reviewed Board of Directors Decision No. (82) of 2018 amending Board of Directors Decision No. (11) of 2014 concerning rules for listing and delisting securities on the Egyptian Exchange; Having reviewed Board of Directors Decision No. (85) of 2018 concerning conditions for membership on the boards of directors of companies subject to the Authority's supervision; Having reviewed Authority Chairman Decision No. 1203 of 2018 concerning conditions for members of the boards of directors of listed companies and companies subject to the Authority's supervision and oversight; Having reviewed Circular Letter No. (6) of 2018 concerning conditions for members of the boards of directors of listed companies and companies subject to the Authority's supervision and oversight; Having reviewed the grounds for the Second Appeals Committee Decision in Appeal No. (27) of 2018 issued at its session on 2018/10/15; Having reviewed the approval of the Board of Directors at its meeting held on 2018/10/31;

1 This decision was amended by Board of Directors Decision No. 10 dated 2019/1/20.

DECIDED

Article 1 Without prejudice to the requirement of good reputation and the provisions and conditions to be met by members of the board of directors of companies listed on the Egyptian Exchange or subject to the Authority's supervision, as stipulated in Board of Directors Decision No. (82) of 2018 amending Article No. (18) of the rules for listing and delisting securities on the Egyptian Exchange, and Board of Directors Decision No. (85) of 2018 concerning conditions for membership on the boards of directors of companies subject to the Authority's supervision, the provisions referred to in the aforementioned decisions shall mean final judgments. A company board member shall automatically lose their eligibility to continue serving on the board by operation of law, and their seat shall be deemed vacant upon the finality of the judgment. The procedures prescribed for filling the vacant seat shall be taken when required.

Article 2 A person who reconciles or settles regarding the incident may request the Authority to expunge the resulting effect in this regard, provided that the criminal judgment has not yet become final. However, if the judgment becomes final, the settlement shall not affect the decision to exclude the member from the board of directors, and its effect shall be limited solely to the criminal case.

2 Article 2 was replaced by Board of Directors Decision No. 10 dated 2019/1/20.

Article 3 Companies listed on the Egyptian Exchange or subject to the Authority's supervision and oversight shall complete the forms attached to this decision and take all prescribed procedures in accordance with its provisions and the provisions of the two decisions referred to in Article 1 of this decision, and shall notify the Authority accordingly.

Article 4 Authority Chairman Decision No. 1203 of 2018 and Circular Letter No. 6 of 2018 are hereby repealed.

Article 5 This decision shall be published in the Egyptian Gazette and on the electronic websites of the Authority and the Egyptian Exchange, and shall take effect from the day following its publication in the Egyptian Gazette.