Board of Directors Resolution No. (97) of 2016 dated 14/08/2016 Regarding the Reorganization of the Egyptian Directors Center Amended on 30/01/2020

General Authority for Financial Oversight Board of Directors

After reviewing Law No. (10) of 2009 regarding the establishment of the General Authority for Financial Oversight; With the Presidential Decree No. (192) of 2009 issuing the Executive Regulation for the General Authority for Financial Oversight; With the Presidential Decree No. (251) of 2011 establishing the Egyptian Directors Center for the General Authority for Financial Oversight; With the Minister of Investment and Foreign Trade Decree No. (40) of 2004 establishing the Egyptian Directors Center; With the approval of the Authority's Board of Directors in its meeting No. (8) of the current decade dated 14/08/2016; It has been decided as follows:

(Article One)
The Egyptian Directors Center is an independent unit within the General Authority for Financial Oversight, having a special account within the Authority's accounts. It aims to disseminate corporate governance principles, institutional performance development rules, and sound management systems for companies and entities operating in the investment sector locally and regionally, in accordance with the latest global rules and practices. This is achieved by providing training, consulting, and research services, in addition to organizing conferences, seminars, and discussion panels related to governance and sound management systems. The Center's headquarters shall be in Cairo or Giza Governorates, and the Authority's Board of Directors may, by decision, establish other branches for the Center.

(Article Two)
In order to achieve its objectives, the Center shall undertake all necessary acts and tasks, including in particular the following:

1. Preparing programs and courses aimed at qualifying and enhancing the performance of company board chairs, board members, and executive directors in the investment sector in exercising sound management powers and applying governance rules.
2. Participating in regional and international forums and events to consolidate the Center's regional and international standing.
3. Holding conferences and forums at the local and regional levels and working to provide opportunities for exchanging expertise in the field of governance.
4. Organizing general and specialized training programs and courses, and providing consulting and research services in the field of governance and related topics.
5. Taking necessary measures to disseminate the culture of governance and raise awareness of its principles and importance.
6. Preparing governance guidelines and related topics, as well as assisting various entities in drafting legislation specific to governance.
7. Conducting research and studies in the field of governance in accordance with international best practices, in cooperation with various regional and international organizations.
8. Issuing brochures, technical bulletins, awareness publications related to the Center's activities, and statistics on corporate practices.
9. Establishing a database of trained personnel.
10. Attracting distinguished personnel capable of performing training or consulting tasks at the Center.
    The Center's Board of Trustees may propose any other activities it deems necessary to achieve its objectives and purposes, subject to a decision by the Authority's Board of Directors.

(Article Three)
The Center's operations shall be supervised by:
a) A Board of Trustees. b) An Executive Director.

(Article Four)
The Center shall have a Board of Trustees chaired by the Chairman of the General Authority for Financial Oversight, and comprising the following members:

• The most senior Vice Chairman of the General Authority for Financial Oversight, as Deputy Chairman.
• Five members with expertise in fields related to the Center's activities, appointed by a decision of the General Authority for Financial Oversight Board of Directors for a term of four years.
  The Center's Executive Director shall attend Board of Trustees meetings without voting rights.
  The Authority's Board of Directors shall determine the attendance, travel allowances, and compensations for Board of Trustees members.

Note 2: Item 2 of Article Four was amended by Board of Directors Resolution No. 12 dated 30/01/2020.

(Article Five)
The Board of Trustees is responsible for formulating the Center's general policies, approving main plans, and monitoring and evaluating the Center's performance in fulfilling its tasks. The Board may take necessary decisions to achieve its purposes and ensure the smooth operation of the Center in accordance with this Resolution, including in particular:

• Approving the financial and administrative regulations governing the Center's operations to ensure the highest level of efficiency in providing training, consulting, and research services.
• Determining the fees for services provided by the Center.
• Approving rules for engaging national and foreign expertise in training, consulting, and research, and determining the compensation for such expertise.
• Monitoring the Center's operations and establishing necessary procedures for its development.

(Article Six)
The Board of Trustees shall meet at least once every six months, and the Chairman may convene it whenever necessary. The validity of the Board's meetings requires the presence of at least half of the members, including the Chairman or their deputy. Board decisions shall be made by a majority of attending votes, with the Chairman's vote prevailing in case of a tie. The Chairman shall select from among the Center's employees or outsiders a Secretary who shall act as a liaison between members, draft meeting minutes, monitor the flow of information and data among members, and follow up on the implementation of Board decisions. Upon the Executive Director's proposal, the Chairman of the Board of Trustees may invite any experts in the Center's field to attend meetings, without granting them voting rights on decisions.

(Article Seven)
The Board of Trustees may form working groups or permanent or temporary committees from among its members to assist in fulfilling its tasks, and may include members from inside or outside the Center in these groups or committees.

(Article Eight)
The daily management of the Center, supervision of its employees, and follow-up of its training, consulting, research, and other activities shall be undertaken by an Executive Director with expertise and competence in the Center's fields. Their appointment and financial compensation shall be determined by a decision of the Authority's Board of Directors, based on the proposal of the Board of Trustees Chairman, for a term of three years, renewable for additional terms. An Assistant to the Executive Director may be appointed by the Authority Chairman, specifying their duties, term, and financial compensation, which shall not exceed that of the Center's Chairman. In the event of a vacancy in the Executive Director's position or an impediment preventing them from performing their duties, the Assistant to the Executive Director shall temporarily assume the Executive Director's responsibilities.

Note 3: Article Eight text was replaced by Board of Directors Resolution No. 10 dated 18/01/2017.

(Article Nine)
The Executive Director shall be responsible for the following:

• Implementing Board of Trustees decisions.
• Developing annual plans and requirements for implementing the Center's various services.
• Proposing necessary rules to organize work at the Center.
• Supervising the regular operation of the Center and its employees, and ensuring the quality of its outputs.
• Proposing policies and rules for attracting distinguished personnel capable of performing training or consulting tasks.
• Studying and preparing cooperation agreements and memoranda of understanding signed by the Center with various training and consulting entities, and submitting them to the Authority Chairman for approval.
• Evaluating training programs and services provided by the Center, developing them, and monitoring and evaluating experts and trainers.
• Preparing an annual report on the Center's activities, including necessary suggestions for performance improvement, and submitting it to the Board of Trustees.
• Any other tasks assigned by the Chairman of the Board of Trustees related to the Center.
• The Center's financial and administrative regulations shall determine the Executive Director's other financial and administrative authorities.

(Article Nine Bis)
An annual report on the Center's activities, including what the Center accomplished during the past year and its plan for the following year, shall be submitted to the Authority's Board of Directors.

Note 4: Article Nine Bis was added by Board of Directors Resolution No. 10 dated 18/01/2017.

(Article Ten)
This Resolution shall take effect from the date of its issuance, and any provision contrary to its provisions is repealed. The other regulations and decisions related to the Center's activities and operations shall remain in force, provided they do not conflict with this Resolution.

(Article Eleven)
This Resolution shall be published in the Egyptian Official Gazette, and all competent authorities shall implement it according to their respective jurisdictions.