Corporate Governance

Board of Directors

The Group’s Board of Directors provides the necessary oversight and combination of expertise to thoroughly oversee the Group’s corporate governance framework, a cornerstone of the Group’s long-term success and value creation. The Board of Directors is comprised of a total of 11 seats, with 3 members who are experts in the healthcare field as well as 4 who possess relevant financial and investment expertise. In addition, there are 10 members who serve as non-executive directors, 5 of which are independent.

As the highest governing authority, CHG’s Board of Directors has a variety of responsibilities, including:

  • Meeting regularly whilst retaining hands-on control over the Company and monitoring management.

  • Showing full commitment to CHG, fully protecting the interests of the Company and all its stakeholders.

  • Participating actively in Board meetings and in the Company’s activities when needed.

  • Evaluating the performance of the current Board, its directors, and its committees.

  • Providing regular oversight and advice on the monitoring, evaluating, and compensating upper management.

  • Ensuring the existence of a sturdy succession plan.

  • Decision-making when it comes to any reports or disputes.

  • Reviewing and approving CHG’s strategic plans and their implementation.

  • Reviewing and approving CHG’s financial and operational plans.

  • Monitoring operational, financial, and legal performance against strategic plans.

  • Reviewing and approving CHG’s: financial control and reporting methods, and financial statements.

  • Preparing and approving annual reports and financial statements.

  • Reviewing and approving annual investment budgets and any major operations of a financial nature.

  • Ensuring that CHG meets ethical standards and is legally compliant.

  • Monitoring the integrity of activities and relationships between shareholders, staff, and external parties.

Committees of the Board of Directors include:

Audit committee

The Audit Committee consists of 3 non-executive directors, 2 of which are independent. The committee assists the Board in its oversight of financial statements and disclosures and ensures that the financial statements adhere to the auditor’s and EFSA’s recommendations. The committee meets as often as necessary, but not less than four times a year. The committee maintains minutes of all meetings documenting its activities and recommendations to the Board.

The Audit Committee has a variety of financial, operational and legal responsibilities, some of which include:

  • Review the effectiveness of the Internal Audit function.

  • Review the reports of the Internal Auditor, including financial and non-financial issues, remedial procedures and means of controlling the risks faced by the CHG.

  • Review the significant investigations conducted by the Internal Auditor and management's responses to Internal Auditor reports relating to such investigations.

  • Review annual and quarterly financial statements and other financial information provided to the Board and shareholders and include its recommendation.

  • Review the financial system employed at CHG and make recommendations to improve it and ensure that it fairly represents the situation and that no false data are reported.

  • Submit reports to the Board of Directors on all matters that fall within its scope of work thereby enabling it to carry out its function of monitoring the management of CHG and submitting to shareholders and investors factual and documented information.

  • Review with the Company’s Internal Auditor and report to the Board on the adequacy of structure, responsibilities, staffing, resources and functioning of the Company's internal auditing department, such review will include an annual evaluation of the performance and qualifications of the head of the department.

The Company’s audit committee complies with the requirements of the EGX Listing Rules. Nabil Walid Kamhawi is the chairman and Omar Ezz Al Arab, Samia El Baroudy, and Tarek Kabil are also members.

Quality control committee

The Medical Ethics & Quality Committee’s role is to supervise the development and execution of the Group’s quality control programmes. The committee monitors the performance indicators and accordingly provides recommendations the development strategy of the Group’s services. The Medical Ethics & Quality Committee consists of 3 members, 2 of which are non-executive directors. The committee meets at least two times annually and more frequently as necessary or appropriate. The committee maintains minutes of all meetings documenting its activities and recommendations to the Board.

The Medical Ethics & Quality Committee serves a number of roles with a range of responsibilities, but most notably the following:

  • Overseeing compliance with the rules of conduct, standards and policies that guide the Company.

  • Creating guidelines for various circumstances involving conflict resolution.

  • Ensuring the Group operates in an environment of accountability.

  • Taking disciplinary action regarding any ethical violations.

  • Reviewing CHG company ethics and recommending improvements/changes.

  • Overseeing the results of patient service efforts in order to insure employees are following process guidelines.

  • Monitoring and evaluating care services in order to ensure they are of utmost quality.

The quality control committee is chaired by Dr. Mohamed Awad Tag El Din and Dr. Ahmed Ezz is also a member.

Nomination and remuneration committee

The Nominations and Remuneration committee provides recommendations regarding the remuneration of the senior management, as well as reviews the Group’s bonus schemes and developing the employment succession plan. The committee is comprised of 3 members, 1 of which is a non-executive director. The committee meets at least once a year and more frequently as necessary or appropriate. The committee maintains minutes of all meetings documenting its activities and recommendations to the Board.

The Nomination and Remuneration Committee plays an excessive role in attracting and retaining calibre management and employees. The role of the committee includes:

  • Retain an appropriate structure, size and balance of skills to support the strategic objectives and values of the CHG.

  • Recommend to the Board a framework of remuneration for the Independent Directors and the key executives of the CHG.

  • Cover all aspects of remuneration, including without limitation, fees, salaries, allowances, bonuses, options and benefits-in-kind.

  • Review the ongoing appropriateness and relevance of the remuneration policy for each executive.

The nominations and remuneration committee is chaired by Ahmed Adel Badreldin and also comprises Omar Ezz Al Arab and Nabil Walid Kamhawi as members.