General Authority for Financial Supervision

FINANCIAL REGULATORY AUTHORITY

Chairman of the Authority

Decision of the Board of Directors No. (58) of 2019 dated 30/4/2019
Amending Decision of the Board of Directors No. (56) of 2018 regarding the governance controls for forming the board of directors structure of investment funds structured as joint stock companies

The Board of Directors of the General Authority for Financial Supervision,
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 non-banking financial markets and instruments;
And Presidential Decision No. (192) of 2009 issuing the Basic Statute of the General Authority for Financial Supervision;
And Decision of the Board of Directors No. (125) of 2015 regarding the expertise and competence rules for those managing companies operating in the securities field;
And Decision of the Board of Directors No. (56) of 2018 regarding the governance controls for forming the board of directors structure of investment funds structured as joint stock companies;
And upon the approval of the Board of Directors in its meeting held on 30/4/2019;

Has Decided

(Article One)

The first item stipulated in Article One of Decision of the Board of Directors No. (56) of 2018 regarding the governance controls for forming the board of directors structure of investment funds structured as joint stock companies, referenced above, is hereby replaced with the following:

• The articles of association of the fund company shall determine the number of board members to be no less than three and no more than nine members, with the majority being independent (1), subject to the rules set forth in the Board of Directors' decision.

(1) The term "independent board member of the fund" refers to any natural person who is not an executive, nor a shareholder of the fund, nor affiliated with it or any of its service providers directly or indirectly, and not among the senior executives, advisors, or auditors of the company within the three years preceding their appointment to the board. Their relationship with the fund shall be limited solely to their membership on its board of directors, and they shall not meet with or receive compensation from it except for that membership. The independent status shall be revoked if any of the aforementioned conditions are lost, or upon the completion of six consecutive years of membership on the fund's board of directors. The fund company shall be obligated to notify the Authority within five working days from the date of termination of any board member's tenure.

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

Smart Village, Building no. B-136, Giza, Egypt
Postal Code: 12577
Tel.: +202 35345350 - Fax.: +202 35370036
info@fra.gov.eg

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(Article Two)

Existing investment fund companies shall be required to align their status in accordance with this Decision at their first general assembly meeting, and in any case no later than one year from the effective date of this Decision.

(Article Three)

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

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Chairman of the Board of Directors
Dr. Mohamed Omran
46076

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

Smart Village, Building no. B-136, Giza, Egypt
Postal Code: 12577
Tel.: +202 35345350 - Fax.: +202 35370036
info@fra.gov.eg