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Corporate
Governance Report
GB Auto is committed to following the principles of good
corporate governance and has institutionalized corporate
governance guidelines in compliance with the applicable
laws and the regulations of the EGX.
To enhance shareholders’ value and protect stakeholders’
interests, the company has taken steps to ensure transpar-
ency, accountability, and effective internal controls. The key
corporate governance principles and practices are as follows:
The General Assembly
The General Assembly (GA) is the ultimate governing body
of the company. The GA:
• Includes all the shareholders of the company.
• Takes its decision by voting among shares represented in
themeeting.The voting rule is: 1 share = 1 vote for all shares.
• Holds at least one ordinary meeting per year andmay hold
extraordinary meetings as needed.
• Has responsibilities based on the laws and company stat-
utes.
• Appoints the Board, approves the financial results, ap-
points the external auditors, and approves dividend dis-
tributions; it can take further extraordinary decisions at
the extraordinary meetings.
Disclosure Rules and Transparency
GB Auto is subject to disclosure rules and the new listing
rules set by the EGX and approved by the Egyptian Capital
Markets Authority on June 18, 2002. The company is in
compliance with the corporate governance, financial re-
porting, and disclosure provisions of the rules.
In addition to reporting its financials on a quarterly basis
and announcing all major news and developments of the
company, GB Auto follows complete transparency about
all material matters regarding the corporation, including
company objectives, financial and operational results,
major share ownership and voting rights, information
about Board members, related party transactions, foresee-
able risk factors, and governance structures and policies.
The Board confirms that there is an ongoing process for
identifying, evaluating, and managing the risks faced by the
company, and that the process has been in place for the year
under review and up to the date of approval of the annual
report and accounts.
Board Committees
The Board has established three committees to assist in
discharging its oversight responsibilities. Each committee
consists of four independent non-executive members.
The Audit Committee
The Audit Committee’s primary purpose is to focus on
aspects of financial reporting and on the entity’s processes
to manage business and financial risk, and for compliance
with significant applicable legal, ethical, and regulatory re-
quirements. Additionally, the committee assists the Board
in its oversight of:
• The integrity of the company’s financial statements.
• The company’s compliance with legal and regulatory re-
quirements.
• The independent auditor’s qualifications and independence.
• The performance of the company’s internal audit function
and independent auditors.
President
• Alaa Saba
Members
• Yasser Hashem
• Khaled Kandil
• Walid Sulaiman Abanumay
The Remuneration Committee
The Remuneration Committee’s primary purpose is to assist
the Board in its oversight of all matters relating to director
compensation. The Remuneration Committee:
• Determines the remuneration policy of the company and
makes recommendations to the Board on the policy and
structure for remuneration and fees of senior management
and on the establishment of a formal and transparent pro-
cedure for developing policy on such remuneration as it may
consider appropriate.
• Determines and agrees with the Board the broad policy
for the remuneration of the Board Executive Directors, the
48 | GB Auto |
2015
Audited Financial Statements