At Edita, the leadership is well aware that a strong corporate governance framework is instrumental to the long-term success of any company. For this reason, the 9-member Board of Directors is composed primarily of non-executive members, four of which are independent.
Edita has a clearly set out code of conduct stressing the company’s values of Teamwork & Communication, Respect, Integrity, Commitment and Excellence. Adherence to these values ensures that the needs of all stakeholders—from the shareholders to the employees to customers and communities—are considered in all decisions and actions.
CORPORATE GOVERNANCE COMPLIANCE
Edita’s corporate affairs are governed by the Egyptian Companies Law, the Egyptian Capital Market Law, the EGX Listing Rules, other laws governing companies incorporated in Egypt and its articles of association. A general attribute of joint stock companies in Egypt is separation of ownership and control. Although shareholders own the Issuer nominally, the management of the Issuer is vested, by law in the hands of its Board of Directors.
We are subject to Egyptian disclosure requirements and are required to submit annual and quarterly financial statements prepared in accordance with EAS and IFRS; provide notices of any material developments to the EFSA, EGX and LSE; provide the regulator with minutes of the Issuer’s Ordinary and Extraordinary General Meeting; and publish our annual and quarterly financial statements in two widely circulated local daily newspapers.
In accordance with the EGX listing Rules, the Board of Directors has constituted an Audit Committee, comprised of four Non-Executive Directors known for their competence and experience, three of which are independent. The primary functions delegated by the Board to the Audit Committee are to assist the Board in fulfilling its oversight responsibilities in connection with:
- the inspection and review of our internal audit procedures;
- the inspection and review of our accounting standards and any changes resulting from the application of new accounting standards;
- the inspection and review of internal audit procedures, plans and results;
- the inspection and review of the periodic administrative information that is presented to the different levels of management and the methods of such preparation and timing of submission;
- ensuring the implementation of appropriate supervisory procedures in order to protect our assets;
- ensuring that we adhere to the recommendations of the auditor and EFSA;
- the inspection of the procedures carried out in preparing and reviewing
- the financial statements,
- offerings relating to securities, and
- estimated budgets, cash flow and income statements;
- advising on the appointment of auditors to perform services other than the preparation of the financial statements;
- the 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 and the auditors;
- ensuring the preparation by an independent financial advisor of a report regarding any related party transactions before being ratified; and
- ensuring the application of the necessary supervisory methods to maintain our assets, conduct periodic evaluation of administrative procedures and prepare reports to the Board.
The Board of Directors is required to adopt the Audit Committee’s recommendations within fifteen days of receiving notice of such recommendations. If the Board of Directors does not follow the recommendations, the chairman of the Audit Committee must notify both the EFSA and EGX.