Page 113 - Inegrated Annual Report 2020-Eng

3.7. Board Secretary

The position of Board Secretary in 2020 was held by external consultant Allen and Overy, an international
law firm which was appointed in 2012. Allen & Overy have over 5,500 people, 2,800 lawyers, over 550
partners and over 40 offices in 30 different countries. Their team advises both sponsors and investors
– including private equity houses, government entities, financial institutions and corporate clients –
on fund establishment and related issues, including Shari’a aspects of fund structures. They have
significant experience of advising clients on commercial disputes and breach of contract claims and in
particular those under the laws of the GCC. In addition, they have extensive experience in drafting laws,
regulation, legislation and acting on arbitrations that include disputes across the Middle East, including
in Saudi Arabia, the UAE, Iraq, Oman, Bahrain, Egypt and Jordan.

Statement of their duties during the year were the following:

• Preparing and sending invitations for Board of Directors meetings

• Distributing Board of Directors Meeting Agenda

• Taking minutes of meeting during Board of Directors meeting

• Providing legal advisory to the Board of Directors when needed

3.8. Duties and Competencies of the Board performed by

Executive Management

Under the Articles of Association, and by virtue of various resolutions, the Board of Directors of the
Company have delegated to the other committees of the Board, the CEO or other officers, the authority
to transact business on behalf of the Company. To that end, the Board has delegated to the CEO
authority to conduct the business of the Company within the UAE and abroad, and to carry out all acts
reasonably necessary to fulfil the Company’s objects with certain financial limits.

Details of the Special Power of Attorney as follows:

Name of Authorized Person Duration of Authorization

Mr. Yasser Zaghloul 27 August 2019 to 26 August 2022

Specifically, the Special Power of Attorneys, which is signed by the Chairman of the Board, authorize
the CEO (Mr. Yasser Zaghloul) to perform the following:

• Sign all correspondence of the Company before Governmental and Local Departments;

• Complete legal transactions on behalf of the Company in accordance with the Company’s policies
and procedures;

• Address, send and receive notices and warnings on behalf of the Company;

2020 Integrated Annual Report 113