As required by the EGX Listing Rules, Emaar Misr has an Audit Committee composed of three non‑executive directors, with at least one of them a financial and accounting expert. The Audit Committee is accountable to the Board of Directors of Emaar Misr. The Audit Committee is chaired by:
- Jamal Majid Bin Thaniah as a member (appointed 18 September 2014)
- Ahmed Jawa as a member (appointed 18 September 2014)
- Heba El Gabaly as an expert independent member (appointed 18 May 2015).
The Audit Committee shall have at least three Board members all of which are non‑executive Board members with experience in Emaar Misr’s sector, at least one of which shall be independent (i.e., a non‑executive Board member who, during the last three years preceding his/her appointment as such, was not an employee of, a party to an agreement with or board member of the relevant company, its holding company, subsidiaries or affiliates or any of their related parties). According to the EGX Listing Rules, if Emaar Misr does not have sufficient Board members to fulfil the above requirements, Emaar Misr may appoint audit committee members from outside of it.
Audit Committee Responsibilities:
- Review and inspection of the internal control procedures of Emaar Misr and the extent of its application.
- Study of the applicable accounting policies of Emaar Misr and the changes resulting from applying new accounting policies.
- Review and inspection of the mechanics and tools of internal review, its procedures, plans and results, in addition to studying the internal review reports and following up on implementing its recommendations.
- Review the procedures of preparing and reviewing the periodic and annual financial statements, offering memoranda for public offering and private placement and estimated balance sheets, including the estimated cash flow sheets and provisional revenue sheets.
- Review the preliminary financial statements’ draft before presenting the same to the Board of Directors with the view of sending the same to the auditor.
- Proposing the appointment of auditors, determining their remuneration and examining all issues relating to their resignation or dismissal without prejudice to the law’s provisions.
- Provide an opinion with regard to (i) the authorization to appoint the auditor(s) of Emaar Misr to undertake services on behalf of Emaar Misr other than the review of the financial statements and (ii) the estimated remuneration of the auditor(s), not in contradiction with their independence requirements.
- Review of the auditor’s report with regard to the financial statements and discussing the auditor’s remarks and reservations in this regard, in addition to working on resolving the differences in points of view between Emaar Misr’s management and the auditor.
- Ensure that a report is submitted to the Board of Directors by a non‑related specialized expert on the nature of the transactions and operations which have been entered into with related parties and the extent of harm, if any, such transactions and operations have on Emaar Misr or its shareholders.
The Audit Committee shall ensure that Emaar Misr’s Management comply with the auditor and EFSA’s recommendations. The Audit Committee is further required to provide the Board with reports at least once every quarter, meeting at least every three months. The Board of Directors may also delegate to the Audit Committee any additional matters that they see in the benefit of Emaar Misr. The Board of Directors is required to address the Audit Committee’s recommendations within 15 days from receiving notice of such recommendations. If the Board does not follow the material recommendations, the chairman of the Audit Committee must, within 60 days, notify both the EGX and EFSA.