Odin Investments applies sound corporate governance systems, as it takes number of effective steps to enhance transparency and compliance standards and implement the international best practices, starting from the Board of Directors to daily operating activities.
The company has adopted effective policies and procedures to help the Board of Directors carry out its tasks and responsibility towards the company and its shareholders, the most important objectives of these policies and procedures:
– Developing tools that help achieve the company’s goals and strategy.
– Managing the affairs of its subsidiaries and activating decision making and compliance rules.
– Preventing shareholders’ rights and interests.
– Organizing relations between the Board of Directors, managers, shareholders and stakeholders.
Board of Directors
It is the highest authority responsible for setting goals and strategies and following up on the performance of the company’s executive management in accordance with its articles of association.
The Board members are elected by cumulative voting method, allowing for proportional representation whenever possible, and directing the company’s activity and business and making decisions in accordance with the principles of the law and the company’s general regulations, for example but not limited to:
– Determine the company’s strategic direction by working side by side with executive management to develop and implement the company’s vision, mission, goals, strategy, and overall performance goals.
– Conduct the required supervisory procedures to guarantee the rights of all relevant parties.
– Approving the company’s annual budget and making important decisions related to it.
– Choose, appoint and supervise executive directors.
– Issuing recommendations related to capital structure, expenditures, dividend policy…etc.
– Monitoring the integrity of the internal control systems and reporting system.
– Maintaining an independent form, considering the interests of all relevant parties.
Compliance
The company is committed to applying a system of internal control and periodic review to its managers and employees that ensures the proper implementation of the laws and rules regulating the company’s work, and in a way that leads to the speedy discovery of any violation committed by managers or employees.
Disclosure and transparency
The company ensures the disclosure of all essential matters accurately and in a timely manner, including periodic disclosure of the financial position, performance, results of its business and governance,
in addition to reporting the rules related to the disclosure of information, methods of classifying information and the timing of its disclosure, and ensuring that the information required to be sent to the regulatory authorities with a high degree of accuracy, clarity, and understanding, and ensures that it is sent on time.
The company has emphasized the definition of material information as any information related to the activities of the company, its performance, and information that is directly affect the company’s share price.
Avoid conflict of interest
Board members, senior executives and employees of the company are obligated to disclose any cases of actual or potential conflict of interest. They must also avoid entering or participating in any activity that conflicts directly or indirectly with the interests of the company. The company has developed an effective policy to avoid conflicts of interest, including the following definitions:
An interest with any parties contracting with the company and its related parties.
The existence of a direct interest or benefit between someone who works for the company or one of the parties contracting with the company, whether the subject of the contract is the supply of materials or the implementation of works, whether the contract was concluded by himself or any of his relatives up to the second degree, represents a conflict of interest. A conflict of interest may also arise when misconduct results from dealings with related parties by giving them preference or special conditions when dealing with the company.
The competition
Engaging in work or providing a service to another company competing with the company, or a company that practices or operates in the same of the company’s activities, would constitute an actual or potential conflict of interest in the Company.
Providing or guaranteeing loans
The company’s provision of any type of loan to the board members or its shareholders, or guaranteeing this loan concluded by others, is a manifestation of a conflict of interest.
Gifts
Gifts provided by parties with whom the company deals to the Board members or employees may influence its decisions and may create an actual or potential conflict of interest.
Use of the company’s assets and property
Using the company’s assets and property for personal purposes could create a conflict of interest, such as exploiting the company’s working hours, its employees, or its assets for purposes other than the company’s interest, or misusing the information he obtained through the nature of his work to achieve personal interests.
Whistleblowing
The company is committed to maintaining the work environment in accordance with the highest standards of transparency, responsibility and accountability. Therefore, the company has developed a mechanism to enable employees to report any concerns or issues in a confidential, safe and effective manner. The company urges all employees to submit any information that may reveal fraudulent attempts or forms of negligence, any breaches of the law, regulatory requirements, the company’s internal rules, as well as other regulations or policies, or any misconduct within the workplace without fear of being persecuted and held accountable.
The company ensures the protection of employees who report – in good faith – suspicious activities and data by notifying the Director of the Audit and Compliance Department by the information and data available on suspicious transactions through any method to avoid any obstacles that prevent the employee from reporting suspicious operations, such as fear of the direct manager or for any reason, notification can be made via email.
Confidentiality of information and abuse of internal information
The company has developed a clear written policy regarding the prohibition of insiders abuse internal information, the company’s financial positions, the results of its activities, and other information that would affect the company’s conditions, dealing with it for their own account before announcing or disclosing it to the public, in addition to setting regulatory rules regarding inside trading in company shares.
Confidential information also includes all documents, financial and operational reports, studies, information, customer and supplier accounts, and offers submitted by or to the Board of Directors and not announced by the company to the public or the EGX, which the board members obtain by virtue of his position in the company, and whose disclosure is beneficial to competitors and harmful to the company or its customers.
Anti-money laundering and terrorist financing
The policy of anti-money laundering and terrorist financing is based on the local legislative and supervisory structure in addition to international standards in this field. The company has developed effective rules for detecting suspicious transactions, which include the following:
– Know Your Customer policy (KYC).
– Determine those responsible for implementing the anti-money laundering policy and their responsibilities
– How to identify suspicious transactions and the mechanism for reporting suspicious cases.
– Conduct internal control systems to combat money laundering and terrorist financing.
– Saving records and documents.
– Training employees on anti-money laundering and terrorist financing.
– Guiding indicators to identify transactions suspected of involving money laundering or terrorist financing.