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Chairman, and other members of executive management.

• Recommends, monitors, and notes the level and structure

of remuneration for senior management.

• The fees and other payment arrangements for Non-Ex-

ecutive Directors are matters for consideration by a sub-

committee of the Board, consisting of the Chairman and

one or more Executive Directors, which shall make recom-

mendations to the Board as a whole.

President

• Alaa Saba

Members

• YasserHashem

• Khaled Kandil

• Walid Sulaiman Abanumay

Corporate Governance Committee

The Corporate Governance Committee is appointed by the

Board of Directors to assist the Board in fulfilling its respon-

sibilities with respect to four key matters:

• Overseeing the development and the regular assessment

of GB Auto’s approach to corporate governance issues.

• Ensuring that such approach supports the effective func-

tioning of GB Auto, with a view to the best interests of the

shareholders and effective communication between the

Board of Directors and the management team.

• Overseeing the process, structure, and effective system of

accountability by management to the Board of Directors

and by the Board to the shareholders, in accordance with

applicable laws, regulations, and industry standards for

good governance practices.

• Carrying out the functions and responsibilities of a nomina-

tion committee to recommend to the Board of Directors can-

didates for electionor appointment to the Boardof Directors.

President

• Yasser Hashem

Members

• Alaa Saba

• Khaled Kandil

• Walid Sulaiman Abanumay

49 | GB Auto |

2015