Decision No. (2-6) of 2023 Regarding the Regulation of Supervision over Elections to the Board of Directors of the Egyptian Securities Association

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FINANCIAL REGULATORY AUTHORITY

Chairman of the Authority

Decision No. (2-6) of 2023 dated 8/7/2023
Regarding the Regulation of Supervision over Elections to the Board of Directors of the Egyptian Securities Association

Chairman of the Board of Directors of the Financial Regulatory Authority Having reviewed the Capital Market Law issued by Law No. (95) of 1992; and the Law No. (10) of 2009 regulating supervision over non-banking financial markets and instruments; and the Authority's Board of Directors Decision No. (20) of 2019 regarding the Basic System of the Egyptian Securities Association;

has decided

(Article One)
A committee is formed to supervise the elections of the Board of Directors of the Association, chaired by Mr. Ashraf Mohamed Ghoneim, Deputy Head of the Central Administration for Ehlam, and comprising:

1. Ms. Hoda Ali Al-Azab - General Manager of the Central Administration for Registration and Licensing of Professionals at the Authority.
2. Mr. Ahmed Qotb Ghazouly - Manager of the Capital Market Review and Investigations Department at the Authority.
3. Mr. Sulaiman Nazmy Girgis - Head of the Founding Committee of the Association.

The committee may enlist such persons from the Authority or the Association as it deems fit to assist in performing its duties.
The committee is responsible for election preparation, attendance registration, and verifying compliance with the Association's Basic System regarding voting rights. It supervises the integrity of voting, counts votes after excluding invalid ones, prepares a minutes report detailing the elections and votes received by each candidate, and announces the results. Elections may be conducted using secured technological systems upon the Authority's approval.

(Article Two)
If a representative of the Founding Committee mentioned in Article One of this Decision runs for election, the Chairman of the Authority may select another member of that committee to replace him. If this is not feasible, the Chairman of the Authority may have one of the chairmen of boards or attached company members at the Association abstain, provided they do not run for election.

(Article Three)
Voting for candidates to the Association's Board of Directors is conducted by different categories, as follows:

1. Selection of three representatives from the securities brokerage activity.
2. Selection of representatives from the financial holding companies establishment activity, and securities underwriting and promotion activity.

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FINANCIAL REGULATORY AUTHORITY

Chairman of the Authority

3. Selection of representatives from the central securities depository and custody activity, with one of them representing the central securities depository and custody activity.
4. Selection of three representatives from fund management, portfolio management, direct investment, and venture capital, as well as other related activities.
5. Selection of three experienced independent members.

Voting for the categories specified in items (1 to 4) is conducted by member companies of the Association with voting rights, choosing from among the candidates representing their respective category according to the prepared list, provided that all member companies of the Association who have voting rights may choose among the candidates for the Board of Directors as experienced independent members. Voting is considered valid for each list upon selecting the required number of candidates.

(Article Four)
The election results are announced after counting the votes received by each candidate for the Association's Board of Directors, based on the highest valid votes obtained by candidates in each category, taking into account that the two female candidates who obtain the highest overall votes across all lists are announced as winners first, followed by completing the winners with the highest votes in their respective categories. In case of a tie between two or more candidates, a re-vote is conducted among them to declare the winner.

(Article Five)
The committee mentioned in Article One of this Decision announces the final result of selecting the Association's Board of Directors members on the day following the conclusion of the appeal period regarding election results or procedures. In case no appeals are filed, the result is announced on the next working day following the conclusion of the appeal submission period.

(Article Six)
This Decision is published in the Official Gazette and on the Authority's website, and takes effect from the day following its publication date. Any provision conflicting with it is repealed.

Chairman of the Board
Financial Regulatory Authority
Dr. Mohamed Fared Saleh

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