The ECMS Corporate Governance intends to promote a high performance of governance practices, to attain the highest level of transparency, accountability, and integrity and to consequently ensure that the interests of the Board/management are aligned with those of the company and the shareholders.

• Promote and strengthen transparency, accuracy and efficiency as the governing control point of ECMS, consistent with the rule of law.
• Protect and facilitate the exercise of shareholders’ rights.
• Ensure the equitable treatment of all shareholders.
• Ensure that timely and accurate disclosure is made on all material matters regarding ECMS, including the financial situation, performance, ownership, and governance.
• Main communication channel between the company and all its stakeholders.
• Provide cohesive governance policies to maintain best work environment for all stakeholders and to ensure that they are well understood and implemented.
• Extend its roles to meet with statutory requirements and goes well beyond law, by effecting procedures and systems which are in accordance with governance best practices.

The final decision-making control of ECMS is exercised at the assembly of ECMS shareholders during their general meetings. ECMS General Assembly (general shareholders meeting) shall hold ordinary or extraordinary meetings according to the agenda topics and in light of the provisions of laws and regulations.
The Ordinary General Assembly shall convene at least once annually and shall take charge for:

• Consideration of accounts, balance sheet, BoD report, and External Auditors report.
• Declaration of dividend (if any) recommended by the Board.
• Dismissal and/or election of Directors and determination of their remuneration and allowances.
• Dismissal and/or appointment of External Auditors and determination of their fees.
• Main communication channel between the company and all its stakeholders.
• Oversee the activities of the BoD and its compliance with its obligations.

• Creation of special and/or extraordinary financial reserves.
• Use of legal reserve, if it exceeds half the ECMS capital or in matters that were not originally allocated for.
• Capital increase or decrease and/or creation of bonds.
• Review of ECMS bond holders’ decisions and recommendations.
• Review and approval of ECMS yearly total donations.
• Decision and approval on matters related to ECMS liquidation.
• Decision and approval on matters related to any change of ECMS by-laws and/or premises.

The BoD is, and must remain, a collegial body representing all shareholders collectively. It is required to act at all times in the best interests of ECMS.

• The BoD shall be comprised of up to thirteen (13) members at most, a majority of whom shall be non-executive / independent directors and shall meet the requirements of the Egyptian Exchange rules and shall comply with Egypt Code of Corporate Governance.
• The BoD is composed of representatives nominated from various shareholders.
• Whenever a member of the Board is designated, he/she must consider him/herself as a representative of all shareholders and is obliged to act in the best interests of ECMS and all its shareholders.
• The shareholders’ representation and the formation of the BoD are according to their capital ownership structure:
  • 7 Members representing Mobinil Telecommunications (51% of ECMS shares)
• 1 Executive Member (The Chairman)
• 6 Non-executive Members
  • 1 Non-Executive Member representing Orascom Telecom Holding (20% of ECMS shares)
  • 3 Independent Members representing public shareholders (29% of ECMS shares)
  • 1 Expert Executive Member (The CEO)
  • 1 Additional Expert Member (optional)

• Manage its affairs based upon authorization delegated by ECMS General Assembly; the final responsibility for ECMS remains under the Board.
• Provide entrepreneurial leadership of ECMS within a framework of prudent and effective controls, which enables risk to be assessed and managed.
• Reserve to itself major strategic and financial decisions.
• Ensure through appointed Committees that the necessary financial and human resources are in place to fulfill objectives.
• Oversee and assess ECMS performance.
• Approve ECMS annual compensation plan.
• Ensure the integrity of ECMS accounting and financial reporting systems.
• Define the ECMS values and standards and ensure that its obligations to its stakeholders are understood and met.
• Assume its full responsibility towards the environment, the community, employees, customers, government authorities, media bodies, and suppliers.

• Shall act on a fully informed basis, in good faith, with due diligence and care and in the best interest of ECMS and its shareholders.
• Have the same general legal responsibilities to ECMS and are individually briefed, on appointment, on the duties they owe as directors.
• Are collectively responsible for promoting the success of ECMS by directing and supervising its affairs.
• Are responsible for ECMS risk management in accordance with the nature of its activity, size, and market.
• May seek an external advisory opinion on any matter, at its own expense, provided that the majority of the members approve such an act.
• Shall establish periodic review and monitor of the effectiveness of ECMS governance practices, disclosure and communications and shall make changes when necessary.
• In addition to the obligation of confidentiality, directors shall be bound by the fiduciary duties.
• Shall inform the Chairman or the Corporate Secretary of any situation that could create a conflict of interest with ECMS or any of its affiliates.
• Appoint and when necessary remove the CEO, the Vice Presidents and the Corporate Secretary.
• Sufficient information and data shall be made available to directors to enable them assume their responsibilities to the fullest extent.

The Chairman of ECMS heads the Board and in doing so he represents a pivotal role in creating the conditions for the overall and individual Board effectiveness. The Chairman has a key role in ECMS business development, internal audit and the relationship with governmental bodies.

Responsibilities of the Chairman:

• Ensure pro-active communication with institutional shareholders; through his chairmanship, Board members shall be aware of the major investors’ views.
• Act as chief spokesman on behalf of ECMS for external communication linked with government authorities and media bodies.
• Ensure that sufficient time is allowed for discussion of complex or contentious issues and when necessary arrange for informal meetings beforehand to enable thorough preparation for the Board discussion.
• Monitor the effectiveness of ECMS governance practices and introduce modifications, when necessary.
• Ensure and monitor the compliance of ECMS Internal Audit with the laws and rules that regulate its activity.
• Inform the Board of any problems and/or any events that could affect the implementation of the strategic plan.
• Chair the Board and set its agenda, taking full account of the issues and the concerns of all members and encourage active engagement by all directors.
• Ensure that members receive accurate, timely, and clear information, notably about ECMS performance, that will enable the Board to take sound decisions and hence, ensure the success of ECMS.
• Ensure a properly constructed, formal, and tailored induction program for new board members that shall be implemented by the Corporate Secretary.
• Accountable for identifying the development needs of individual board members to guarantee the overall effectiveness of the Board, at all times.
• Ensure that the performance of the BoD as a whole and its committees is evaluated at least once a year.
• Recognize the strengths and address the weaknesses of the Board and, where appropriate, propose the appointment of new members and/or dismissal of others.
• Any other responsibilities vested to him by the Board.

The ECMS Executive team is led by the Chief Executive Officer. The CEO is accountable for the supervision and management of the day-to-day operations of ECMS in an effort to steer profitability in accordance with the policies, strategies and objectives set in agreement with the Board.

Responsibilities of the Chief Executive Officer:

• Responsible and accountable to the BoD for managing a long-term profitable operation of ECMS.
• Propose the ECMS strategic plan.
• Responsible to assure ECMS business continuity and management succession.
• Formulate, with the executive management, clear business and financial strategies and policies that will result in increasing ECMS value.
• Oversee the operational and commercial plans with the executive management which will underpin the business strategies and policies.
• Formulate, with the executive management, clear social and environmental policies and develop an effective management structure to ensure that ECMS is aware of and discharge its social and environmental responsibilities.
• Lead the ECMS Executive team on the basis of actual performance against set targets and ensure through remedial action, as appropriate, that the goals, strategies, and policies set are achieved.
• Provide leadership and advice to senior management team and supervise development programs to achieve a superior performing Company.
• Co-ordinate the activities of all business elements to realize corporate objectives.
• Recommend plans related to executive management and ECMS overall remuneration and incentives programs.
• Report regularly to the Board on the performance of the business so that the BoD can measure performance against the policies, strategies, and objectives.
• Keep the Chairman informed on all matters of importance and respond effectively to the BoD requests for assistance in matters related to the Company’s business.

• Constructively challenge and contribute to the development of strategy.
• Scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.
• Satisfy themselves as to the integrity of financial information, that financial controls are sound and that the systems of risk management are robust and defensible.
• Review the appropriate levels of remuneration of Executive Board Directors.
• Monitor and manage potential conflict of interest of management, BoD and shareholders.
• May have access to senior management for consultation on any of its affairs with or without the attendance of Executive Directors provided that such contact will be minimally disruptive to the business operations of ECMS. This contact shall be organized and facilitated by either the Chairman or the CEO.
• No relationship between any non-executive and/or independent Director and ECMS shall be of a nature that is likely to affect or could appear to affect his/her judgment in governing the affairs of ECMS.
• An ECMS Director is not independent if he/she
  • Holds cross directorships or has significant links (professional, familial and/or financial connection) with ECMS, its Chairman, its CEO and/or other board members.
  • Represents a significant shareholder.
  • Has been an ECMS employee within the last 5 years or has had a material business relationship with ECMS, directly or as partner.
  • Has received or receives additional remuneration from ECMS.

• Responsible to advise the Board, the Chairman, and the CEO on all governance matters in addition to being a source for any requested information.
• Organize shareholders and/or BoD meetings in accordance with procedures established through governance framework or, as elsewhere, stipulated by the Board.
• Coordinate and assemble briefing materials with the appropriate breadth and clarity to assist in meetings preparation. Attend shareholders and/or BoD meetings unless otherwise requested with regards to a particular subject.
• Prepare, under the direction of the Chairman, minutes of Board and Committee proceedings and ensure consistency, appropriateness of recorded decisions and issues with broader implications.
• Review the corporate by-laws as required to ensure their continued adequacy and relevance, and provide recommendations to the Chairman and/or CEO on necessary revisions.
• Act as a channel of communication and information for ECMS shareholders, BoD, Chairman, CEO, and executive management.
• Facilitate effective shareholders and/or BoD participation in key corporate governance decisions and ensure that agreed voting procedures are strictly followed.

• The BoD shall set up Committees to assist the Directors in carrying out their role.
• The BoD shall appoint the Chairman/members of each Committee and shall define the scope of its responsibilities. Within its scope, each Committee shall formulate proposals, recommendations, or opinions as applicable.
• Each Committee shall have its own written charter which shall comply with the applicable corporate governance rules and other laws, rules and regulations. The charters shall set forth the mission and responsibilities of the Committees as well as the qualifications for Committee membership, structure, operations and reporting to the Board.

ECMS Audit Committee assists the Board in the oversight of both the internal and external audit functions. It receives its authority and its assignments from the Board, however, the ultimate responsibility for decision and action remains with the full Board.

For the year ending December 31st, 2009, the principal activities of the Audit Committee were as follows:

The Compensation Committee benchmarks ECMS as an employer against other companies in the Egyptian market. It receives its authority and its assignments from the Board, however, the ultimate responsibility for decision and action remains with the full Board.

• According to the mandate given by the shareholders and in light of the standard governance practices and procedures, ECMS shall have a frame and methodology through which the BoD will agree on reviewing, approving, or ratifying any Related Parties Transactions where the amount included exceeds EGP 1 million.

In addition to its fiduciary obligation, the BoD is bound by an absolute obligation of confidentiality with respect to the discussions and resolutions of the Board and its Committees. The Chairman shall inform the BoD of the information to be disclosed to the markets as well as the proposed text of statements and releases.

• The BoD shall register any ECMS shares they hold at the time of their appointment, as well as any shares acquired during their tenure as Board Members.
• The BoD is prohibited to perform transactions on the Company shares during “blackout” periods (prior to quarterly, half-year and yearly earnings releases).
• The Corporate Secretary confirms the start and end dates of “blackout” periods and notifies the BoD in timely fashion.