Prime Minister's Decision No. 421 of 2012 Amending Some Provisions of the Executive Regulations of the Central Deposit and Registration of Securities Law

Prime Minister's Decision No. 421 of 2012 Amending Some Provisions of the Executive Regulations of the Central Deposit and Registration of Securities Law Issued by Decision No. 906 of 2001 of the Minister of Foreign Trade

Prime Minister Having reviewed the Constitutional Declaration issued on 13/3/2011, and the Constitutional Declaration issued on 30/3/2011, and the Law on Joint Stock Companies, Companies Limited by Shares, and Limited Liability Companies issued by Law No. 159 of 1981 and its executive regulations, and the Capital Market Law issued by Law No. 95 of 1993 and its executive regulations and decisions issued in implementation thereof, and the Central Deposit and Registration of Securities Law issued by Law No. 93 of 2000, as amended by Law No. 127 of 2009, and Law No. 10 of 2009 on Regulating Supervision over Non-Banking Financial Markets and Instruments, and Presidential Decision No. 191 of 2009 on the Rules Organizing the Management and Financial Affairs of the Egyptian Exchange, and Presidential Decision No. 192 of 2009 Issuing the Statutes of the Financial Regulatory Authority, and Minister of Foreign Trade Decision No. 906 of 2001 Issuing the Executive Regulations of the Central Deposit and Registration of Securities Law, and Chairman of the Supreme Council of the Armed Forces Decision No. 285 of 2011 on Delegating Competencies Issued in Implementation of Decree-Law No. 136 of 2011, and Designating the Competent Minister to Apply Certain Laws and based on what was presented by the Chairman of the Board of Directors of the Financial Regulatory Authority, and after approval by the Council of Ministers.

Decided (The First Regulation) The following two texts shall replace the texts of Articles (58, 59) of the Executive Regulations of the Central Deposit and Registration of Securities Law issued by Minister of Foreign Trade Decision No. 906 of 2001 referred to above: Article (58) The company shall have a board of directors consisting of no more than thirteen members, the majority of whom shall be experts, including the Chairman of the Board and the Managing Director. The Egyptian Exchange shall be represented by at least one member on the company's board of directors. The company's statutes shall specify the representation ratios of shareholder groups on the board of directors, and the procedure for preparing the list of candidates for the chairmanship and membership of the board of directors. The Board of Directors of the Authority shall determine the expertise criteria required of candidates for board membership from representatives of shareholder groups and experts. Furthermore, nomination for selecting representatives of shareholder groups on the board shall be limited to those nominated by companies and entities holding shares in the company that meet the conditions specified by the Board of Directors of the Authority.

The list of candidates for the chairmanship and membership of the board of directors shall be submitted to the General Assembly for selection from among them, following approval by the Board of Directors of the Authority. The company's board of directors shall appoint the company's executive members, determine their competencies, and define the competencies of the Chairman of the Board of Directors. Article (59) The Board of Directors of the Authority shall be notified of the decision appointing the Chairman and members of the company's board of directors within two weeks from the date of its issuance. Notification shall also be provided within the same period for any modification in the board's membership. In the event that a board member's position becomes vacant due to the revocation of the license of the company member they represent, the cessation of their shareholding in the company, the termination of the relationship between the shareholder company and its representative, or the member's failure to meet one of the membership conditions, the next member in the electoral group of the vacant seat shall be replaced, based on the ranking of votes in the last board election. The term of office for the new board member shall be the remainder of the predecessor's term. (The Second Regulation) This Decision shall be published in the Egyptian Gazette and shall take effect from the day following its publication date. Prime Minister (Dr. Kamal Ganzouri) Issued at the Office of the Prime Minister on 28 Jumada al-Awwal 1433 AH Corresponding to 20 April 2012 AD Copy sent to Mr. / Chairman of the Financial Regulatory Authority Secretary General of the Council of Ministers (Dr. Samy Saad Zaghloul)