Governance
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Governance

Overview

The management and Board of Directors of Rameda believe that operating the company in a reliable, efficient, transparent and ethical manner enhances our ability to foster sustainable growth and create value for our stockholders. To ensure that shareholders’ interests are comprehensively and effectively protected, the Board of Directors enforces a strong corporate governance framework, whose guidelines conform to the highest global standards and prioritize the values of accountability, transparency and integrity. These values inform the relationships between the Group’s board of directors, its management, shareholders and other stakeholders. Rameda’s corporate governance frameworks and procedures are continually reviewed to ensure that the Group is in line with the latest standards adopted internationally.

Our Board of Directors

The role of the Board is to develop and cultivate the value, ethics and culture of Rameda, set the Group’s strategic goals and ensure that the necessary resources are in place to effectively meet its set goals. The Board is also responsible for the assessment and establishment of the necessary controls to effectively manage the Group’s risk. The Board monitors the performance of the business and management against its strategic objectives with the ultimate objective of creating and delivering shareholder value.

Rameda’s Board of Directors brings together a diverse group of individuals with broad expertise and deep industry and financial experience and comprise a total of 9 seats; two executive and seven non-executive members, two of whom are independent.

Board Committees

Audit Committee

The Group’s audit committee is headed by Nonexecutive director, Shamel Abou Fadl, alongside two independent nonexecutive members of the Board, Hatem Soliman and Farida Khamis, ensuring complete objectivity in its corporate governance and overseeing responsibilities in relation to Rameda’s financial reporting, internal control system, risk management system and internal and external audit functions. Its role is to advise and assist the Board in fulfilling its oversight responsibilities in connection with the Group’s compliance and internal and external audits, ensuring mechanisms, procedures, plans and results are up-to-date and follow the latest in reporting standards.

Name Title
Shamel Abou Fadl Chairman
Hatem Soliman Member
Farida Khamis Member

Strategy Committee

The primary functions of the Strategy Committee, headed by CEO and Executive-director Dr. Amr Morsy, are to assist the Board in fulfilling its oversight responsibilities in connection to the Group’s long-term strategy, the potential risks and opportunities related to said strategy, and to assess strategic decisions regarding potential investments, acquisitions and divestures. The committee also works with the Chief Executive Officer to oversee the development of the Group’s strategy and to provide guidance for the strategic planning process. The committee’s role is to ensure that the strategic implementation plan is developed, adhered to, and imbedded in the organization, as well as monitor the Group’s progress against its strategic goals and, when necessary, provide feedback.

Name Title
Dr. Amr Morsy Chairman
Shamel Abou Fadl Member
Ayman Abbas Member

Governance and Compensation Committee

The Governance and Compensation Committee is headed by Shamel Aboul Fadl, alongside two additional members – Dr. Mohamed Farouk and Ayman Abbas, with all three members of the committee being nonexecutive directors of the Group. The primary functions of the governance and compensation committee are to assist the Board in fulfilling its oversight responsibilities in relation to the corporate governance of the Group, oversee process of determining the size, composition and structure of the board and its committees. The committee also leads the director nomination process and oversees the orientation and continual training of directors. Finally, the committee is also tasked with assessing matters involving conflicts of interest and transactions from related parties. In parallel, the committee is also tasked with deciding compensation packages for the Group’s senior management up to managing director level, the total compensation for officers and employees, as well as overseeing the Group’s human resources policies and procedures. The governance and compensation committee meets on an as-needed basis, with no annual minimum meeting requirement.

Name Title
Shamel Abou Fadl Chairman
Dr. Mohamed Farouk Member
Ayman Abbas Member

Bios

Ayman Abbas

Non-Executive Chairman

Mr. Abbas is Non-Executive Chairman on the board of Rameda. He is also Chairman of ADES, an LSE-listed oil services company he founded and was instrumental in transforming into a regional player. He has held managerial positions within the oil and gas industry since 1998, where he co-founded and served as board member of the Egyptian Chinese Drilling Company (ECDC). Mr. Abbas also serves as a board member of Advansys Systems, a group focusing on the provision of solutions for the oil and gas industry. Beyond oil and gas, he served as Managing Partner at Invensys for Engineering and Services Egypt, focusing on outsourcing technology and engineering services worldwide. In addition to Rameda, Mr. Abbas serves as a member of the board at: Advansys Engineering, M2, and Bonyan for Development & Trade.
Mr. Abbas holds a Bachelor’s Degree in Arts and Mass Communications from the American University in Cairo

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Dr. Amr Morsy

Chief Executive Officer

Dr. Morsy is the Chief Executive Officer of Rameda. He has more than 25 years of experience that cover strategic and operational expertise in the pharmaceutical industry. Dr. Morsy brings to Rameda a wide range of experience in finance, business planning and strategy, human resources, product development, sales, and marketing. Before joining Rameda, Dr. Morsy was the country manager of Pfizer Egypt, which he joined in 1995, prior to which, he was a director at Schering-Plough in Saudi Arabia.

Dr. Morsy holds a Bachelor’s in Pharmacy from Alexandria University and an MBA from Arab Academy for Science and Technology, Alexandria, Egypt.

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Mahmoud Fayek

Chief Financial Officer

Mr. Fayek is the Chief Financial Officer of Rameda. He has worked at Compass Capital since its inception and was integral in the completion of several transactions across the pharmaceutical, financial services and real estate sectors. Prior to joining Compass Capital, Mr. Fayek held several senior positions including CFO and Business Development Director in the manufacturing sector.

Mr. Fayek is Chartered Financial Analyst (CFA) charterholder and holds a Bachelor’s in Business Administration from the Arab Academy for Science, Technology and Maritime Transport.

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Shamel Aboul Fadl

Non-Executive Director

Mr. Aboul Fadl is the founder and Chairman of Compass Capital, a financial services firm established in 2010, with experience in a multitude of industries including pharmaceuticals, financial services, and real estate. Prior to joining Compass Capital, Mr. Aboul Fadl was a Managing Partner at Pharos Holding, where he played a key role in developing the company into a full-fledged investment bank. He was Founder and Managing Partner of Paragon Asset Management, an independent asset manager in Switzerland. Mr. Aboul Fadl served as Vice President at Citigroup in Switzerland and Vice President at Mansour and Maghraby Investment and Development where he was responsible for private equity investments.
Mr. Aboul Fadl holds a Bachelor of Science in Construction Engineering from the American University in Cairo and an MBA from Wharton Business School, University of Pennsylvania.

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Dr. Mohamed Farouk

Non-Executive Director

Dr. Farouk is a Non-Executive Director on the board of Rameda. Dr. Farouk is currently the Chief Executive of ADES, an LSE-listed Egyptian oil and gas company that provides offshore and onshore drilling services for the MENA region. He led the firm’s expansion transforming ADES into a leading international rig operator. Prior to that Dr. Farouk was Vice President at Invensys Operations Management based in Texas. He also served as Director of Invensys Global Engineering Excellence Centers in Egypt, India, China, and Argentina.
Dr. Farouk holds a Bachelor of Science and a Masters degree in Electrical Engineering from Cairo University. Dr. Farouk completed his Ph.D. in Systems Engineering and Control at Case Western Reserve University in Ohio.

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Tarek Abdel Rahman

Non-Executive Director

Mr. Abdel Rahman is Managing Partner at Compass Capital, a leading private equity firm in Egypt. Prior to joining Compass Capital, Mr. Abdel Rahman spent five years as the CEO of Palm Hills Development where he led the successful turnaround of the company. Mr. Abdel Rahman spent over 20 years within the financial sector and was a founding partner of Akanar Partners, a dedicated corporate finance and M&A advisory firm. Mr. Abdel-Rahman also held the post of Director and Co-Head of Beltone Investment Banking. He was an Associate in the Infrastructure and Energy Finance Department with Citigroup based out of London. Prior to that, he held key posts with EFG Hermes Private Equity and the Corporate Banking department of HSBC Egypt, where he had begun his career. He currently serves as the Chief Executive Officer of Bonyan for Development & Trade and as Non-Executive Member of the board of directors of Palm Hills Development.
Mr. Abdel Rahman holds a BA in Business Administration from the American University in Cairo and an MBA from London Business School.

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Karim Zahran

Non-Executive Director

Mr. Zahran is the Chief Executive Officer of Zahran Group, a diversified group with interests in foodretail and household goods. He spearheaded the restructuring and positioning of Zahran in the Egyptian market. Prior to that, Mr. Zahran has held roles with HSBC Securities in New York where he focused on US based hedge funds and mutual funds investing in the EMEA region.
Mr. Zahran holds a Bachelor of Science in Business Administration with a concentration in Finance and a Bachelor of Arts in Economics from Boston University.

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Farida Khamis

Independent Non-Executive Director

Ms. Khamis serves as a Non-Executive Director on the board of Rameda. She currently holds the role of Vice President of Corporate Financing at Oriental Weavers, brining with her many years of experience in investor relations having served as Investor Relations and International Business Director at the leading local textile company. She also serves as a board member for a number of Oriental Weavers subsidiaries. Ms. Khamis is a member of numerous business associations including the European Business Council and Egypt’s International Economic Forum and is a member of the Young President’s Organization (YPO), participating in the organization on both regional and international levels. She is also a founder and board member of the Kayrazad Organization for Social Care. Ms Khamis holds a bachelor’s degree in Business Administration from the American University in Cairo and has completed training modules at Citibank in New York and EFG Hermes’ credit course.

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Hatem Soliman

Independent Non-Executive Director

Mr. Soliman is an independent non-executive director at Rameda Pharmaceuticals. He also currently sits on the boards of Ocyan-SA in Rio de Janeiro – Brazil, ADES Group, Exterran in Houston – USA and Energy and Mining Investments (EMI) based in Dubai. Mr. Soliman has 37 years of experience in engineering and management with Schlumberger. He has held multiple roles with the group including Senior Advisor to Schlumberger Global CEO, Executive President for the Middle East and Latin America. Executive president for Schlumberger Testing Services globally. He also previously served as President and Managing Director for Venezuela, Trinidad and the Caribbean and for Colombia, Peru, and Ecuador. In 2016 and 2017, he was recognized as one of the Middle East’s Top 100 Executives by Forbes Middle East. Mr. Soliman holds a Bachelor’s in Electrical Engineering from Helwan University.

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