Governance and Risk Management at Themar Securities Brokerage
Themar Securities Brokerage is committed to the highest standards of corporate governance and sound management. We believe that governance is not merely about complying with the regulations and legislation issued by the Financial Regulatory Authority and the Egyptian Exchange, but is also a cornerstone for ensuring business sustainability, protecting the rights of clients and shareholders, and strengthening confidence in the capital market.-
Governance Framework and Organizational Structure
- Board of Directors: Responsible for setting the company’s overall strategies and providing supervisory oversight to ensure the achievement of objectives and continuous development.
- Executive Management: Responsible for managing daily operations and implementing approved plans in accordance with internal procedures, efficiency standards, and integrity requirements.
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Internal Control and Risk Management
- Internal Audit: Provides independent periodic assessments to ensure operational efficiency and compliance across all departments with approved policies and procedures.
- Risk Management: Identifies and measures financial, operational, and market risks, and develops mitigation and control mechanisms to protect the company’s assets and clients’ funds.
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Compliance & Anti-Money Laundering (Compliance & AML)
- Monitoring regulatory and legislative updates and ensuring their prompt implementation.
- Applying strict Know Your Customer (KYC) procedures and complying with Anti-Money Laundering and Counter-Terrorist Financing requirements in accordance with the latest regulatory standards.
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Transparency, Disclosure, and Client Protection
- Maintaining continuous and timely disclosure of material information, financial reports, and relevant data within the legally required timeframes.
- Providing clear mechanisms for receiving and handling client complaints quickly and impartially, while ensuring the confidentiality and protection of all client data.
Audit Committee Responsibilities
- Review the company’s financial statements and ensure they are prepared in accordance with Egyptian Accounting Standards.
- Review the reports and performance of the Compliance Department across the company’s main sectors.
- Review the audit plan of the company’s external auditors.
- Assess the company’s compliance with internal control procedures and evaluate their effectiveness.
- Review internal audit mechanisms, tools, procedures, plans, and results, as well as internal audit reports, and follow up on the implementation of their recommendations.
- Ensure the application of control measures to safeguard the company’s assets, review periodic evaluations of administrative procedures, verify compliance with applicable rules, and prepare reports for the Board of Directors.
| No. | Board Member | Status (Non-Executive / Independent) | Committee Role |
| 1 | Mr. Azmy Adel Ali Abdel Aziz | Independent Board Member | Chairman |
| 2 | Mr. Ali Shaalan Al-Zain | Independent Board Member | Member |
| 3 | Mr. Nabil bin Issa bin Mohammed Al-Hassani | Non-Executive Board Member | Member |
Risk Management Committee Responsibilities
- Develop the executive frameworks, procedures, and rules approved by the Board to address all types of risks that may affect the company, including strategic, operational, market, credit, reputational, information systems, and data protection risks, as well as any other risks that may impact the company’s activities and sustainability.
- Assist the Board of Directors in determining and assessing the level of risk the company is prepared to accept, and ensure that this level is not exceeded.
- Supervise and assess the effectiveness of the Risk Management function, ensure that it performs its assigned duties adequately within its approved scope, and confirm the independence of Risk Management staff from the company’s executive management.
- Prepare periodic reports on the committee’s activities and recommendations for submission to the Board of Directors for appropriate action.
| No. | Board Member | Status (Non-Executive / Independent) | Committee Role |
| 1 | Mr. Azmy Adel Ali Abdel Aziz | Independent Board Member | Chairman |
| 2 | Mr. Ali Shaalan Al-Zain | Independent Board Member | Member |
| 3 | Mr. Nabil bin Issa bin Mohammed Al-Hassani | Non-Executive Board Member | Member |
Nomination and Remuneration Committee Structure
- Review and assess applications for Board membership, particularly independent candidates, to ensure there are no conflicts of interest and that independence, suitability, integrity, and competence requirements (Fit & Proper) are met. The committee follows written criteria and procedures approved by the Board and submits its recommendations on each candidate to the Board for consideration before presenting them to the General Assembly.
- Assess whether the number of Board members serving on Board committees is adequate, identify the expertise required by the company, and recommend suitable specializations or individuals for Board or committee membership. The committee may also recommend the appointment or dismissal of senior executive management members.
- Develop clear policies for annual remuneration, allowances, and benefits for Board members, committee members, and senior executive management based on defined performance criteria. These policies are reviewed periodically and may involve independent advisors before being presented to the General Assembly.
- Review succession plans and training programs for Board members and senior executive management, supervise their implementation, and monitor their effectiveness to ensure continuity and efficiency of performance.
- Establish a policy for selecting senior executive management to ensure that candidates and current executives remain suitable for their roles in line with the company’s needs and applicable regulations. The policy shall be reviewed periodically and approved by the Board of Directors.
The company shall comply with the above requirements within three months from the effective date of the relevant decision. The Financial Regulatory Authority may extend this period based on justifications submitted by the company and accepted by the Authority.
| No. | Board Member | Status (Non-Executive / Independent) | Committee Role |
| 1 | Mr. Azmy Adel Ali Abdel Aziz | Independent Board Member | Chairman |
| 2 | Mr. Ali Shaalan Al-Zain | Independent Board Member | Member |
| 3 | Mr. Nabil bin Issa bin Mohammed Al-Hassani | Non-Executive Board Member | Member |
Governance Committee Responsibilities
- Periodically assess the company’s governance framework and develop internal manuals, charters, and policies governing the implementation of corporate governance practices.
- Prepare an annual report on the company’s compliance with corporate governance rules and recommend appropriate actions to complete and strengthen their implementation.
- Review the company’s annual report and Board of Directors’ report, particularly disclosure requirements and other matters related to corporate governance.
- Maintain, document, and follow up on reports related to the performance evaluation of the Board of Directors.
- Review observations issued by regulatory authorities regarding the company’s governance practices, take them into consideration, and follow up on the actions taken in response.
| No. | Board Member | Status (Non-Executive / Independent) | Committee Role |
| 1 | Mr. Azmy Adel Ali Abdel Aziz | Independent Board Member | Chairman |
| 2 | Mr. Ali Shaalan Al-Zain | Independent Board Member | Member |
| 3 | Mr. Nabil bin Issa bin Mohammed Al-Hassani | Non-Executive Board Member | Member |
