[Last updated: 1 February 2026, unless otherwise noted]

Any issuer must comply with certain corporate governance standards set out in the Listing Rules, Capital Market Law and other applicable laws and decrees, which include public disclosure of certain matters and corporate resolutions, restrictions on insider trading, and complying with certain corporate governance rules addressed in the Listing Rules, such as having an audit committee and a legal representative in Egypt (with respect to foreign issuer), as well as an investor relations officer (with respect to Egyptian companies) and at least two independent directors.

Audit committee

Under the Listing Rules, any company with shares or EDRs listed on the EGX must have an audit committee that satisfies the requirements of Article 37. This rule generally requires that its members and chairman are elected by virtue of a board decision, and must comprise of at least three non-executive directors, having expertise in the company's line of business/industry. The majority of the members of such committee, including its chairman, must be independent directors. The definition of "independent" is quite broad and extends to include any relation whatsoever with the company, any member of its senior executive management, its auditor, any of its affiliates, parents, or subsidiaries, and any party related to any of the foregoing. It also includes any employment or contractual relationships, or directorship positions, over a span covering three years back. Marital relations and second degree relatives are also among the reasons for disqualification². If the issuer is unable to secure sufficient candidates to fill such positions, it may retain external experts. The audit committee shall present quarterly reports directly to the board of directors of the issuer. Small-medium sized issuers with an issued and paid capital not exceeding EGP100 million (approximately US$2.10 million) may be exempt from forming an audit committee.

The primary functions delegated to the audit committee are to assist the board of directors in fulfilling its supervisory responsibilities in connection with:

• Inspection and review of the internal audit procedures of the issuer.
• Inspection and review of the accounting standards applied in the issuer and any changes resulting from the application of new accounting standards.
• Inspection and review of internal audit procedures, plans and results.
• Inspection of the procedures carried out in preparing and reviewing (i) the annual and periodic financial statements (ii) offerings relating to securities and (iii) estimated budgets, cash flow and income statements.
• Advising on the appointment of auditors, and matters relating to their remuneration and dismissal.
• Advising on permitting the auditors to perform services for the company other than the preparation of the financial statements, and the remuneration in the regard, without prejudice to their independence.
• Inspection and review of the auditor's report regarding the financial statements and discussing the comments included, in addition to working on resolving any misunderstandings between the board of directors and the auditors.
• Ensuring the preparation by an independent financial advisor of a report regarding any related party transactions.
• Ensuring that the issuer adheres to the recommendations of the auditor and the FRA.
• Ensuring the application of the necessary supervisory methods to maintain the issuer's assets, conduct periodic evaluation of administrative procedures and prepare reports to the board of directors.
• The Committee must submit quarterly reports to the Board of Directors of the company. The Committee may be assigned by the Board of Directors to any work it deems to be in the company's interest. The company's board of directors and officials must respond to the Committee's recommendations 15 days from the date of notification. The Chairman of the Committee must notify the Stock Exchange and the Board in the event that there is no response to its recommendations within 60 days.

Nomination and Remuneration committee

• Under the Listing Rules, any company with shares or EDRs listed on the EGX must have a Nomination and Remuneration committee that satisfies the requirements of Article 37 (bis).
• The nomination and remuneration committee must comprise an odd number of members, at least three non-executive directors, and the chairman of the committee must be an independent director. The committee may include, among its members, experts from outside the company, provided that due consideration is given to avoiding any conflict of interests.
• The committee shall convene on a periodic basis, and its recommendations shall be adopted by a majority vote of the members present. The committee shall prepare documented minutes of its meetings and shall submit its recommendations to the board of directors for approval. The committee shall have, at a minimum, the following competencies:
  • Reviewing and examining applications for nomination to the board of directors, particularly those submitted by independent nominees, to verify the absence of any conflict of interest, and to ensure that the requirements of independence and the standards of integrity and competence (fit and proper) are satisfied, in accordance with the methodology and criteria approved by the committee. The committee shall prepare a written recommendation to be presented to the company’s board of directors, detailing each nominee, to be submitted by the board to the general assembly for consideration and decision as it deems appropriate.
  • Providing an opinion on the adequacy of the number of board members and the committees formed by the board, in light of the company’s needs and the required expertise, and submitting recommendations to the board of directors regarding the nomination of specializations or individuals deemed suitable by the committee for board or committee membership. This includes recommendations regarding the appointment or removal of members of executive management.
  • Establishing clear policies regarding annual remunerations, allowances, and entitlements of the members of the board of directors, committee members, and senior executive management, based on defined performance criteria. These policies shall be reviewed periodically, and the committee may seek the assistance of independent external parties and present such policies to the general assembly for approval, as it deems appropriate.
  • Reviewing succession plans and training programs for members of the board of directors and senior executive management, supervising their implementation, and monitoring the efficiency of their application in a manner that ensures continuity and effectiveness of performance.
  • Establishing the company’s policy for selecting senior executive management, ensuring the continued suitability and appropriateness of nominees or incumbents for their positions, in a manner consistent with the company’s needs and the applicable laws and regulations. Such policy shall be updated periodically and approved by the board of directors.