تقييم مجلس الإدارة

Board Evaluation

An effective board of directors must monitor itself to stand up to its level of performance, which helps it establish a culture of evaluation and accountability with the aim of development and improvement, and it is worth noting that in the various guidelines related to governance it is expressly stated that the performance of each member of the board as well as the general performance of the board must be evaluated. The different roles of the council chairman, its committees and the secretary should be evaluated, as the periodic evaluation is an effective tool that contributes to enhancing the effectiveness of the council and enables it to prepare improvement plans in light of its needs.

In particular, evaluation helps in achieving the following objectives:

  1. Identify strengths and weaknesses and recommendations on strengthening strengths and improving weaknesses.
  2. Arranging activities and improvement steps according to priority and understanding the Council’s needs in terms of knowledge, experience and training.
  3. Educating council members and establishing professional ethics and a culture of accountability.
تحليل الفجوات وتشخيص ممارسات الحوكمة في الشركة

Gap Analysis and Diagnosis of corporate governance practices

They are the tools and means used to know where the company is now? Where is the position that you want to reach?

At its core are two questions: “Where are we?” Where do we want to be?

As we were able to measure best practices in the various main dimensions of governance and to develop a plan to improve the performance of corporate governance internally and aim to measure:

  • Commitment to Corporate Governance: In it, issues related to corporate governance are examined and the extent of the company’s commitment to corporate governance is demonstrated, as well as approved / published policies, procedures, or guidelines in the field of corporate governance, and whether companies disclose to shareholders and stakeholders information that shows their commitment to corporate governance.
  • Administrative control environment: In this dimension, the control environment in the company is diagnosed and the extent of the existence of the risk management framework / structure and is it working effectively, the existence of internal control frameworks and internal auditing and are they in place and working effectively, the existence of an independent external auditor, the presence of the tasks of planning and following up the work organized Well understood and effective (eg strategic planning, budgeting, performance monitoring).

• Relationships of shareholders and stakeholders: in which a diagnosis is made to the extent to which all shareholders are protected and treated equally, the existence of a well-organized general assembly, the existence of policies for transactions.

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Building the governance guide (the general framework)

This guide aims to define the responsibilities of the Board of Directors and its various committees, support the transparency of ownership, enhance the effectiveness of accounting, auditing and control, protect the rights of shareholders and fair treatment for them, and establish a culture of commitment and principles of honesty and integrity for all company employees.

Considering that good governance is an indispensable element for managing the risks that the company may face and protecting the rights of policyholders and other stakeholders, therefore all employees of the company must abide by what is stated in it, and act in all its provisions in letter and spirit, and harmonize their work in accordance with the system stated in it, and refer to it in All their relationships with each other.

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Building the Board Charter

It includes (a frame of reference for membership and the selection of independent members of the board of directors – the methodology for forming the committees of the board and their mechanism of work and powers – preparing a schedule of remuneration and compensation for the board of directors and its committees – preparing a policy for the work procedures of the board of directors – preparing a policy for evaluating the board of directors).

The charter aims to define the roles, responsibilities, and work procedures of the board, and clarify the duties of each of the chairman and members of the board and the secretary in accordance with the articles of association, the Commercial Companies Law, and the best corporate governance practices approved by the International Finance Corporation (IFC), in order to activate the role of the Board of Directors, to enhance the efficiency of management In the company, regulating the relationship between the board of directors and the shareholders on the one hand, and the relationship between the board of directors and the executive management on the other hand; To facilitate the decision-making process in the company, to give transparency and credibility to these decisions, and to protect the rights of shareholders and stakeholders.

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Building a guide on disclosure and transparency rules

Disclosure is following a policy of full clarity and showing all the facts, financial and non-financial information, and material events of interest to shareholders, investors, policyholders, various interested parties, the relationship and parties to the investment community, and the disclosure is done on a periodic basis (specific financial periods) or immediately when something happens, until The information is available at the same time to all concerned parties, so that one party does not exploit the information by other parties, and transparency in its broad sense includes providing an environment that allows all the information or data to facilitate decision-making.

The guide includes (preparing a guide for disclosure and transparency rules – preparing and approving a policy for disclosure of transactions with stakeholders – preparing and approving a disclosure policy for conflicts of interest).

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Building a code of ethical conduct and reporting policy on unethical practices

Continuing to achieve success and maintain high levels of growth requires preserving a good reputation, building trust between the company and the public, and working with credibility, honesty, fairness and internal and external cooperation with customers, shareholders and success partners.

The issuance of the Company’s Code of Ethical Conduct confirms that those in charge of the company strive to go beyond compliance with laws and supervisory instructions, which is adherence to the rules of honesty and integrity, principles of justice and standards of professional and ethical behavior.

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Building a general assembly work procedures guide

The General Assembly is considered the highest supervisory and supervisory authority over the work of companies, banks or institutions. Arranging the work of the General Assembly in accordance with international best practices will enhance the performance of institutions and ensure the preservation of their vision and values for which they were founded. The commitment of the General Assembly to these procedures is an indication of interest The company or organization as a whole.

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Preparing the organizational structure and job description

The organizational structure of institutions is the best way to help them achieve their goals efficiently and effectively and achieve integration in work, in addition to reducing the cost of operation, by assisting in the implementation of plans and decision-making, determining the roles of individuals and achieving harmony between the various units and activities, and avoiding overlap and duplication, etc., and the job description is one of The most important documents that institutions or companies possess for each job separately, so that they contain specifications, qualifications, experiences, skills, and abilities that are required of the individual.

اعداد سياسة التعاقب الوظيفي

Preparing a succession policy

Job succession is defined as the process of continuous search for future leaders and the orderly development of their professional, managerial and leadership skills, as companies depend in their performance on a set of important basic and basic functions, and the implementation of these functions is based on a group of distinguished competencies, experiences and leadership skills, and there are several factors that emphasize the importance of succession. Employment, including the increasing deficit in qualified managers and the requirement for higher qualifications in senior management positions, this policy aims to maintain the continuity of providing distinctive competencies for the company and gives the shareholders confidence in the continuation of the activity in the event of the exit of any of the main managers from the company and ensures the continuity and growth of the company.