Egypt Financial Regulatory Authority issues first binding governance rules for insurance and reinsurance companies

The Egypt Financial Regulatory Authority has issued mandatory governance requirements for insurance and reinsurance companies, setting new standards for board structure, committees, control functions, disclosures and the use of digital tools for shareholder and board processes. The rules require each company to adopt an internal governance bylaw covering the board and committee charter and detailed policies and procedures across areas including internal control, compliance, risk, investment, underwriting, claims settlement, reinsurance, fit and proper, whistleblowing, information security, remuneration, sustainability and climate-related governance, and anti-money laundering and counter-terrorist financing. Companies must appoint a governance officer to oversee implementation, with scope to combine this role with the compliance officer subject to FRA approval, and prepare an annual governance report signed by the chair and the managing director or chief executive officer for consideration by the board and general assembly, with a published web summary. Board requirements include a minimum of five directors, a majority of non-executives, at least two independent directors, female representation, and a prohibition on combining the chair and chief executive roles, alongside minimum meeting frequency and detailed minute-keeping. The decision also mandates 10 board committees, including internal audit, risk, and nominations and remuneration committees chaired by an independent member, and requires independent internal control, compliance, risk, internal audit, governance, and AML/CFT functions with reporting lines to relevant board committees. Conflict-of-interest rules include restrictions on directors and staff undertaking insurance brokerage activities, requirements to disclose personal interests and abstain from voting, and expanded disclosures on related-party dealings and relationships. Companies must notify the FRA within one month of a timeline to align with the rules and provide quarterly progress updates. They have one year from the effective date to regularise their position and amend articles of association, with potential extension by the FRA, while board and committee composition requirements apply from the next board election. The framework also permits electronic convening, remote voting, and audio-video recording of general assembly and board meetings, subject to specified safeguards for identity verification, vote secrecy, and secure, tamper-resistant record retention.