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Mr. Yasseen Mansour
CHAIRMAN & GROUP CEO
Mr. Mohamed Mansour
Eng. Mohamed Ahmed Sultan
Mr. Ali Thabet
Mr. Youssef M. Medhat El Far
NON-EXECUTIVE BOARD MEMBER
Mr. Hassan Darwish
Mr. Ahmed Yousef Khouri
Mr. Khalifa Hasan Al Hammadi
Mr. Mohamed Fahmy
Mr. Loutfy Mansour
Mr. Omar A Mohanna
Mr. Hazem Badran
Dr. Azza El Bendary
CHIEF OFFICER OF HR & ADMINISTRATION
Eng. Ahmed Atalla
VICE PRESIDENT FOR DEVELOPMENT - 6TH OF OCTOBER
Ms. Mona El Helw
Eng. Amr Mahfouz
VICE PRESIDENT FOR DEVELOPMENTS - NEW CAIRO
Eng. Alaa Arafa
VICE PRESIDENT FOR CONTROLS
Mr. Sherif Yassin
VICE PRESIDENT OF IT AND E-COMPOUND
Corporate Governance Framework
With a sound governance framework in place, Palm Hills Developments' business can harness growth opportunities with greater confidence.
Each element is an essential component of Palm Hills Developments' governance framework, but none is sufficient independently. The Company relies on the interdependence of those governance elements.
Board of Directors Charter
In line with the Company's values, and as an ethically and socially responsible organization, Palm Hills Developments has established a code of ethics that clearly states what is expected from all members, from the Board of Directors through the administration, managers, and general staff in all areas of personal obligations; avoiding discrimination, conflicts of interest, and insider trading, in compliance with applicable laws and regulations, and the proper use of business assets and information. The Company ensures fair dealings with employees, commercial partners, government authorities and the general public.
All Employees are required to demonstrate social and environmental responsibility, professionalism, and follow acceptable business practices in performing their duties. While each employee is entitled to a fair, courteous and respectful treatment by the relevant supervisors, subordinates and peers, the Company does not tolerate discrimination or harassment based on race, religion, creed, national origin, sex, disability, age or any other relevant basis. No employee may perform or receive, directly or indirectly, any payments, nor offer/accept improper financial advantage to/from any third party whether a private individual, public officer or a government-controlled entity employee for the purpose of obtaining business advantages or any other services.
Employees with access to insider information about Palm Hills Developments or affiliated companies, strategic alliances, mergers and acquisitions, are not allowed to trade in any listed equities, derivatives or other securities of Palm Hills Developments nor that of such related party, nor disclose any confidential information to any another person. Employees are required to refrain from disclosing insider information to anyone, including friends and family. The restrictions with respect to insider information remain in effect until the relevant plans, events or transactions concerned are made available to the public. The Company enforces silence and blackout periods ahead of the public release of price sensitive information, financial and operational performance indicators.
1.ESOP Supervisory Committee
ESOP Supervisory Committee Members
- Mr. Mohamed El Amin Masnour (Committee Chairperson) - Non Executive Board Member
Mr. Hassan Darwish (Committee Member) - Non Executive Board Member
Mr. Youssef El Far (Committee Member) - Non Executive Board Member
The Employee Stock Option Program ('ESOP') Supervisory Committee is empowered to formulate detailed terms and conditions of the ESOP, administer and supervise the related processes. The ESOP Supervisory Committee meets as required for the purpose of administering the ESOP. Similar to the Audit and Remuneration Committees, the ESOP Supervisory Committee is accountable to the Board of Directors and not to Executive Management.
The ESOP Supervisory Committee shall select the Beneficiaries to be offered ESOP and have the authority to review ESOP annually and recommend any required changes to the terms and conditions of the program and its associated policies, if any, to the Board of Directors. Changes may be recommended in cases such as:
- The current ESOP Policy does not fulfill the objectives set out for the ESOP
- There are changes in legislation, which must be incorporated in the ESOP and this Policy
- Any change that may facilitate effective implementation or improvement of the ESOP
- Any change that may be for the welfare of the Beneficiaries
The ESOP Supervisory Committee shall ensure that ESOP is implemented in accordance with applicable laws and regulations of Egypt, as may be amended from time to time.
No member of the ESOP Supervisory Committee shall be held liable for any decision or action carried out in good faith with respect to the ESOP or its implementation.
The ESOP Supervisory Committee is empowered to constitute a Working Committee to assist it in the selection and appraisal - if needed - of Beneficiaries for their participation in the ESOP. However, the ESOP Supervisory Committee shall have the final decision with respect to the scope of the aforementioned Working Committee given that the findings of the Working Committee are for guidance of the ESOP Supervisory Committee.
2.Nomination Committee
Nomination Committee Members
Mr. Hassan Darwish (Committee Chairperson) - Non Executive Board Member
Mr. Mohamed El Amin Masnour (Committee Member) - Non Executive Board Member
The Nomination Committee supports the Board of Directors in identifying individuals qualified to become Board members, recommend Executive Management nominees to the Board, and review the Board's performance annually. In addition, the Nomination Committee evaluates the skills and expertise of Executive Management and recommends executive development and training accordingly. It devises, with the CEO and Co-CEO, the succession plan for the Board of Directors and Executive Management.
The Committee recommends nominations of the independent Directors for different Committees to the Board, identify, evaluate, and select candidates for the Board of Directors. The Nomination Committee always seeks members from diverse professional backgrounds who may combine a broad spectrum of experience and expertise with a reputation for integrity. Candidates should possess expertise from previous positions with a high degree of responsibility, be leader in companies or institutions with which they are affiliated and be selected based upon the contributions they can offer to the Board.
The Committee give full consideration to succession planning for Executive Management; and in the course of its work, take into account the challenges and opportunities facing the Company and identify the skills and expertise needed in the future.
The Committee ensures that effective policies and processes are set in place to review the leadership requirements of the Company, both executive and non-executive, with the aim of ensuring a continued ability of the Company to compete effectively in a dynamic marketplace. The Committee periodically review the time required from non-executive Directors. Performance evaluation is applied to assess whether non-executive Directors are spending enough time to fulfill their duties and obligations; and report annually to the Board of Directors with an assessment of the Board/Committee's performance.
3.Remuneration Committee
Remuneration Committee Members
Mr. Mohamed El Amin Masnour (Committee Chairperson) - Non Executive Board Member
The Board of Directors appointed a Remuneration Committee as part of its responsibility to fairly and competitively remunerate the Company's Executive Management. Similar to the Audit Committee, the Remuneration Committee is accountable to the Board of Directors and not to Executive Management.
The Committee determine and agree with the Board of Directors on the framework or broad policy for the remuneration of the Chief Executive Officer, Co-CEO, Vice Presidents, Directors, and other members of Senior Management, while ensuring that members of Executive Management are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contribution to the Company's success. The Committee is also responsible for reviewing the remuneration and incentive packages of members of the Board of Directors and Executive Management to ensure that such packages are consistent with the corporate values and the Company's strategy.
The Committee shall determine the policy for and scope of pension arrangements for each Executive Director and other Senior Executives; and shall ensure that contractual terms upon termination and any payment made are fair, and duty to mitigate loss is fully recognized.
4.Audit Committee
Audit Committee Members
Mr. Mohamed El Amin Mansour (Committee Member) - Non Executive Board Member
The Audit Committee was enacted to provide assistance to the Board of Directors in fulfilling the oversight responsibility to the shareholders, potential investors, the investment community and others relating to:
- The integrity of the Company's financial statements
- Company's compliance with legal and regulatory requirements
- The Auditor's qualifications and independence
- The performance of the Company's Internal Audit Function and Auditors
The Board of Directors appointed an Audit Committee ('The Committee') comprising of at least three non-executive members of the Board of Directors other than those entrusted with the executive tasks within the Company. It continues to function throughout the tenure of the Board of Directors.
The Audit Committee meets at least every three month. The Committee, in performing its duties, may seek assistance of whoever it deem necessary, and submit its recommendations and reports to the Board of Directors.
The Audit Committee review and discuss the Annual and Interim Financial Statements, including Management's discussion and analysis of financial condition and results of operations, with Management and the Auditors prior to the regulatory filing of Interim Reports and Financial Statements. The Audit Committee discusses results of quarterly reviews and any other matters that may require communication by the Auditors under generally accepted auditing standards and/or IFRS.
The Audit Committee receive and review a report from the Auditors, prior to regulatory filing of the Company's Financial Statements, on all critical accounting policies and practices; all material alternative treatments of financial information within Generally Accepted Accounting Principles that have been discussed with Management, including the ramifications for using such alternative treatments and disclosures and preferred treatments by the Auditors; and other material written communications between the Auditors and Management.
Palm Hills Developments is a responsible corporate citizen. The Company operates in a manner that is sustainable: economically, socially, and environmentally – in the best interest of long-term strategy. The Company's core values are based on the fundamental rights of every individual, such as the protection of privacy, freedom of opinion and expression, freedom of association, nondiscrimination, and the right to be heard.
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