30 - Talaat Moustafa Group

TMG ANNUAL REPORT 2008 17Shareholders’ Reviewby the company with applicable accounting and audit rulesandpreparing a report,on a periodical basis, on the adequacyof those procedures.The Audit Committee must ensure that the company’s managementis following the recommendations of the company’s auditorand the CMA; and any other functions that the Boardmay deem necessary for the benefit of the company.The Board of Directors is required to adopt the Audit Committee’srecommendations within 15 days of receiving notice of suchrecommendations. If the Board does not follow therecommendations, the chairman of the Audit Committee mustnotify both the CMA and CASE.Nomination and Remuneration CommitteeChairman: Hany Sarie El DinMembers: Hossam El Din Abdallah Helal and MahmoudMohamed MahmoudOn 28 October 2007, the Board of Directors of the Companyapproved a set of principles in order to promote sound corporategovernance (the “Corporate Governance Principles”). Pursuantto the Corporate Governance Principles, the Company hasestablished, in addition to the required Audit Committee, aNomination and Remuneration Committee, which is requiredto comprise no fewer than three members, at least two of whommust be non-executive directors of the Company. The Nominationand Remuneration Committee is accountable to the Board ofthe Company and not to executive management of the Company.The primary functions of the Nomination and RemunerationCommittee are to:make recommendations regarding board membershipnominations by the Board of Directors to the shareholders’meeting;perform periodic and ongoing reviews of whether the Directorshave the requisite skills for the performance of their functions;evaluate the composition of the Board of Directors and makerecommendations to the Board of Directors regarding thesame for the Board of Directors to consider in proposals tothe shareholders’ meeting;ensuring on regular basis, the independence of non-executivemembers and the absence of conflicts of interest in caseswhere the member is also a member of the board of anothercompany;make recommendations of clear policies for the remunerationof Directors and executive management and referring tothose standards regarding their performance in assessingsuch remuneration;make recommendations regarding compensation for Directorsand executive management.