Financial Regulatory Authority

FINANCIAL REGULATORY AUTHORITY

Chairman of the Authority

Board of Directors Decision No. (92) of 2020 dated 3/6/2020

amending Board of Directors Decision No. (107) of 2016 regarding the corporate governance rules for companies operating in the securities sector

The Board of Directors of the Financial Regulatory Authority Having reviewed the Capital Market Law issued by Law No. (95) of 1992 and its executive regulations; and Law No. (10) of 2009 regulating supervision over markets and non-banking financial instruments; and Board of Directors Decision No. (107) of 2016 regarding the corporate governance rules for companies operating in the securities sector; and upon approval by the Board of Directors in its meeting held on 3/6/2020;

Has Decided

(Article One)

The text of paragraphs (3-2-1) and (3-2-1) of Board of Directors Decision No. (107) of 2016 regarding the corporate governance rules for companies operating in the securities sector is replaced with the following two paragraphs:

3-2 Audit Committee

The Board of Directors is required to form an audit committee consisting of an odd number of members, not less than three, drawn from the non-executive members of the Board. The committee may include members from outside the company. The majority of the committee members must be independent, with the committee chair being one of them. In all cases, committee members must be recognized for their competence and expertise in the company's field of activity, and at least one member must have experience in financial and accounting affairs. The committee may also invite auditors or other suitable persons to attend its meetings as non-members.

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3-3 Risk Committee

The Board of Directors is required to form a risk committee for the cases stipulated in paragraph (3-2-2), consisting of not less than three members, the majority of whom must be drawn from the non-executive Board members and independent members. The committee may include members from outside the company, and the committee chair must be a non-executive or independent member.

(Article Two)

Companies operating in the securities sector existing on the date this decision takes effect must align their status with it within a maximum period of 31 December 2020.

(Article Three)

This decision shall be published in the Egyptian Gazette and on the Authority's website, and shall take effect from the day following its publication in the Egyptian Gazette.

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Chairman of the Board of Directors Dr. Mohamed Omran

Smart Village, Building No. B-136, Giza, Egypt Postal Code: 12577 Tel.: +2.0 35345350 - Fax: +2.0 35345350 info@fra.gov.eg

Smart Village, Building no. B-136, Giza Postal Code: 12577 Tel.: (00202) 35345350 - Fax: (00202) 35370036 www.FRA.gov.eg