Regulatory Alerts2024-07-02
Added · Updated
Circular Amending the Composition of Bank Boards of Directors
The Central Bank of Egypt, through a circular dated July 2, 2024, has amended the instructions regarding the composition of bank boards of directors. The amendment, effective from the board meeting on June 25, 2024, aims to enhance board efficiency by ensuring a balance of executive and non-executive members. It mandates a maximum of three executive members and at least two independent non-executive members, with non-executives responsible for overseeing senior management performance and a term limit of two terms (six years) for non-executive members, extendable by one term under specific conditions and with central bank approval.
Cairo on: July 2, 2024 To: The Chairman of the Board Bank
Greetings,
Referring to the Bank Governance Instructions issued on August 23, 2011, and its subsequent instructions, the latest being the amendment issued by Circular dated November 11, 2021, concerning the composition of bank boards of directors, and in order to enable banks to benefit from the expertise of executive members of their boards of directors in a way that supports the performance and efficiency of the board of directors in the decision-making process, the Board of Directors of the Central Bank decided in its meeting held on June 25, 2024, the following:
To amend item (1/3) of the instructions issued on November 11, 2021, to read as follows:
Balance and independence must be considered when forming the board of directors, ensuring an appropriate number of executives - a maximum of 3 members - as well as non-executives. It must include at least two independent non-executive members. Non-executive members are responsible for overseeing the performance of senior management. The term of membership on the board of directors for a non-executive member shall not exceed two terms, with a maximum of 6 consecutive or separate years. This may be extended for one additional term (3 years) with strong justifications and the approval of the Central Bank.
Please be directed to comply with the aforementioned decision.
Sincerely, Hassan Abdallah