CIB seeks to preserve the rights of shareholders and provide them with avenues to make informed, responsible decisions. It works actively to ensure they receive the right to accurate and timely information, the right to vote on key matters, and all other rights mandated by law. CIB’s Annual General Meeting of Shareholders is held in March each year, no later than three months after the end of the Bank’s financial year. Additional Extraordinary General Shareholder meetings may be convened at any time by the BoD. The General Assembly provides a platform for shareholders to engage with the Board of Directors and exercise their voting rights, as shareholder consent is required for key decisions, such as:

• Adoption of financial statements
• Voting on proposed dividends by the BoD
• Remuneration of Non-Executive Directors
• Appointment of the external auditor
• Election and dismissal of members of the BoD
• Issuance of shares or rights to shares
• Amendments to the Articles of Association

Based on the Audit Committee’s Statutes, the Audit Committee proposes the appointment of the two External Auditors to the bank’s Board of Directors to be presented to the General Assembly to approve their nominations and their annual fees.  The committee also appoints an External Auditor to review the financial statements prepared in accordance with International Financial Regulatory Standards (IFRS) to comply with the GDR listing rules of London Stock Exchange.

Nominated External Auditors should be CBE listed, taking into consideration selecting them from amongst reputable and competent firms, in addition to be registered with the Financial Regulatory Authority. This is to ensure their expertise, competence and ability to review the bank’s business.

In order to promote the independence of the External Auditors, only the Audit Committee is responsible for overseeing External Auditors’ technical work, examining the efficiency of their audit work, discussing and approving their audit plan, and evaluating their performance, as well as taking decisions related to terminating or renewing their contracts, in a manner that does not violate the provisions of laws in force.

The Audit Committee also, continuously ensures that the External Auditors face no difficulties upon performing their work, as well as the coordination between External Auditors and Internal Audit Group. In addition to ensuring that there are no restrictions impeding the communications and cooperation among Chief Audit Executive, Chief Compliance officer, the External Auditors and all members of the Board of Directors and Audit Committee.

The members of the Audit Committee also review the reports issued by the External Auditors, discuss their observations, follow up on corrective actions, and notify the Bank’s Board of Directors with it, along with Audit Committee’s directives and recommendations.

Furthermore, in order to ensure the External Auditors’ independency, their services should be limited to the External Audit functions only. In some cases, where one or both of them are required to perform any other function, Audit Committee’s approval must be obtained in advance, before assigning any service to them.

External Auditors are periodically changed, based on Central Bank of Egypt’s regulations in this regard.