At Orascom Construction PLC, strong governance is vital for achieving success and maximizing shareholder value. The Board of Directors is responsible for implementing effective governance structures and internal controls to drive the Company’s success. The Chief Executive Officer and Corporate Management oversee daily operations, except for specific matters requiring board approval.

The Board monitors the Company’s governance framework, ensuring compliance with relevant laws and stock exchange regulations for Nasdaq Dubai and the Egyptian Exchange, while continuously improving transparency and disclosure practices. To support its functions, the Board has established four committees: the Audit Committee, Remuneration Committee, Nomination Committee, and Strategy & Sustainability Committee. Each committee has defined responsibilities and is required to report back to the Board regularly. The Board may also create additional committees as necessary.

Corporate Governance

Audit Committee

The Audit Committee consists of five members, of which four are independent non-executive directors. The Audit Committee is chaired by Sami Haddad, an independent non-executive director. The Board has determined that all committee members have recent and relevant financial experience and shall be regarded as financial experts.

Responsibilities

Assisting the Board in its oversight of the integrity of the Company's financial statements, the Company's compliance with legal and regulatory requirements, the independent auditor's qualifications and independence, and the performance of the Company's internal audit function and independent auditors.

Preparing and publishing an annual committee report and such other reports to the extent required under any applicable securities laws and stock exchange regulations.

Terms of Reference of the Audit Committee

Corporate Governance

Remuneration Committee

The Remuneration Committee consists of three independent non-executive directors. The Remuneration Committee is chaired by Sami Haddad, an independent non-executive director.

Responsibilities

Assisting the Board in its oversight of all matters relating to director and executive officer compensation.

Preparing and publish an annual committee report on director and executive compensation and such other reports to the extent required under any applicable securities laws and stock exchange regulations.

Terms of Reference of the Remuneration Committee

Corporate Governance

Nomination Committee

The Nomination Committee consists of three directors. The Nomination Committee is chaired by Nada Shousha, an independent non-executive director.

Responsibilities

Identifying individuals qualified to become Board members and recommending to the Board the director nominees for the next annual meeting of Shareholders.

Recommending to the Board director nominees for each committee of the Board.

Overseeing the evaluation of the Board and management.

OC PLC Terms of Reference of the Nomination Committee                               

CORPORATE GOVERNANCE

Strategy & Sustainability Committee

The Strategy & Sustainability Committee consists of seven members. The Strategy & Sustainability Committee is chaired by Renad Younes, an independent non-executive director.

Responsibilities

To advise management on the Company’s long‐term strategic plans, including new business, investment, and divestment opportunities.

To set, monitor and discuss the Company’s sustainability and HSE goals, targets, risk management and objectives, including the progress made in these areas.

To review the Company’s communication practices with employees and contractors concerning HSE responsibilities.

Terms of Reference of the Strategy & Sustainability Committee

Corporate Governance

Governance & Compliance Documents

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