Corporate Governance

Corporate Governance

Board of Directors

GB Corp’s Board of Directors leverages its decades of expertise and vision to guide the company’s operations and monitor its performance. The Board is led by experts with a broad range of experience across public and private sectors in the region. These leaders’ combined expertise allows them to advise the business, make strategic decisions and foster success across all areas of GB Corp’s operations. As part of its mandate, the Board ensures transparency and works to mitigate risks. The Board is comprised of two executive members and five non-executive members, including three independent members.

Board Committees

GB Corp’s Board of Directors has three committees that help it carry out its duties and ensure it is able to act in the best interests of shareholders and stakeholders. The committees play a major role in the corporate governance framework by supporting the implementation of transparent procedures that provide the Board with reliable oversight into the company's operations and financial performance.

Audit Committee

The Board has established an Audit Committee comprising four experienced non-executive members, three of whom are independent, in compliance with EGX listing regulations. The Audit Committee assures impartial reporting on the performance of the company with a focus on risk management and financial operations. Its responsibilities include ensuring the following: > The quality and integrity of GB Corp’s financial statements > GB Corp’s full compliance with relevant le - gal and regulatory requirements set forth by the EGX and the Egyptian Capital Markets Authority > The appointment of qualified, independent external auditors > The effective performance of the internal audit function, by regularly reviewing its guidelines, procedures and results to guard against corruption and improve efficiency across the company

Remuneration Committee

The Board of Directors relies on the Remuneration Committee to achieve the following: > Outline the company’s remuneration policy > Advise on all matters pertaining to the company’s pay and benefits frameworks > Advise on methods to further integrate transparency into the company’s remuneration process, which includes the compensation structure for the chairman, executive directors and senior managementFees and other payments made out to non-executive directors do not fall under the purview of the Remuneration Committee. The payment structure is reviewed by a sub-committee comprised of the chairman and up to two executive directors of the Board.

Corporate Governance Committee

The Corporate Governance Committee assists the Board of Directors by ensuring the following: > Communication between the Board and executive management prioritizes the interest of shareholders and plays an effective role in serving the functionality of the company > The company maintains and updates an overarching corporate governance framework by regularly assessing the guidelines in place and making recommendations for needed advancements > Company-related strategic decisions and opportunities are evaluated and acted upon as needed > Management is held accountable to the Board by means of structures set in accordance with applicable laws, regulations and industry best practices > Recommendations are made to the Board on new candidates, for election or appointment > Risks are identified and mitigated in line with GB Corp’s relevant policies and procedures

Internal Control and Risk Management

The risk mitigation and management framework that GB Corp applies through its crisis evasion platform detects and manages potential risks, tightens internal controls and maximizes operational effectiveness. The framework oversees the effective and efficient use of resources, confirms the accuracy of financial reporting and ensures compliance with applicable laws and regulations, including FRA and EGX requirements. It also supports the company's business strategy and operations while upholding its vision and mission.

Business Continuity

To ensure that there are minimal disruptions to their operations, companies must be predictive and proactive in their decision-making. A strong Business Continuity and Crisis Management policy is essential to the company's performance since exposure to events such as supply chain disruptions, failed procedures or policy violations have the potential to negatively impact our financial and operational results. All employees at GB Corp adhere to the company's emergency Business Continuity and Crisis Management policy, which is implemented under the supervision of the Chairman of the Board, the Group Chief Operating Officer and the Business Continuity Planning Committee (BCPC). Outside active incidents, the BCPC tests prospective crisis management strategies and collaborates with the Crisis Management Control Committee (CMCC) to develop the company's appropriate official responses and courses of action. Both committees may also request the support of the company’s auditors to ensure correct application.

Anti-Corruption Efforts

GB Corp seeks to promote a work environment free from any corruption or illicit activity. The company continues to improve its policies and procedures, as well as its code of conduct, in order to support these efforts and dedication to operate with integrity. The policies establish constant, company-wide standards that deal with bribery and corruption and serve to guide the company's day-to-day business operations. GB Corp adopts a zero-tolerance policy against any deviation from the best practices outlined in the policy that could be harmful to the business or its stakeholders.