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