Articles of Association

·         Board of Directors (articles 21 to 34 of the Articles Of Association)

Ø     Number of directors (Article 21): Minimum of 3 and a maximum of 11 members. The Board may also add two additional experts as members.

Ø     Term of Reference on election to office: Directors must not have any conflicting or competing interests contrary to the company's business interests whether of a technical, commercial or financial nature.

Ø    Term of Office (Article 22): Three years with the exception of the first BOD, which is 5 years. Directors may be re-elected for further terms, or as nominated by the Shareholders whom they represent.

Ø     Offices (Article 24): Chairman, Managing Director (necessarily a director)

Ø    Quorum (Article 28-Amended by the Board of Directors May 31st 1999 and ratified by The General Investment and Free Zone Authority's Decision # 1829 for 1999); A minimum of 3 members with the provision that one attending member has to represent the Regional Information Technology and system Engineering Center.

 ·         Investment Committee as an Advisory Body to the Board of Directors

The Committee was formed under the interpretation of Article 25 of the Articles of the Association, later resolved by IT Investments' Board Resolution # 4 dated June 1st. 1999.

Ø     Mandatory Body: The Board of Directors is required to appoint an advisory body as an independent consultative body to provide it with technical and financial advice and guidance.

Ø     Competence: To review and assess the company's business opportunities on the basis of recommendations submitted to it by the Management Company. It can also make investment decisions within the limits delegated to it by the Board of Directors.

Ø      Number of members: Six to Seven, who must also be members of the Board of Directors

Ø     Resolutions: Decisions are taken by majority of votes of the members present or represented at the meeting,  with the Chairman having a casting vote. Decisions can only be taken with a minimum quorum of 3 members

Ø     Requirements for Investment Committee members: Members must be professionally qualified in one or more of the company's fields of activity.

Ø     Tenure of Mandate: Members are elected for a period of 3 years renewable.

Ø      Remuneration: Honoraria were approved by the General Assembly during its convocation of May 8th 2000

Rules Governing the Board of Directors

The Board adheres to rules and standards of ethical conduct and responsible business practices aimed at ensuring that the company's business is conducted with an aim so as to create added value. They also establish the legal status of IT Investments' directors.

Ø     Relations with shareholders: The Board of Directors treats all shareholders equally and fairly. It also provides the necessary channels to ensure a regular exchange of information.

Ø     Competency: The Board of Directors takes appropriate measures to ensure the transparency of the company and financial prudence. They also promote the correct calculation of the company's share prices and supervise the disclosure of financial information on a regular basis. 

Ø     Directorship requirements: In addition to meeting legal requirements and those laid down in the Articles of Association in relation to appointment to this office, directors must also be acknowledgely solvent and possess the professional status, experience, skills and expertise required to perform directorship functions.

Ø     Term of office (article 22): Three years, renewable with exception, with allowances for members to be rotated by the Shareholders whom they represent. 

Ø      Remuneration: (Article 42, sub-paragraph "e") as annually approved by the General Assembly. 

Ø     Cooling-off period: Outgoing directors are expected to refrain from occupying a position in a rival company for two years from the time when they ceased to serve on the Board of IT Investments, with exceptions for members representing Publicly-owned Shareholders. 

Ø     Directors' duties: Directors are expected to monitor the performance of and provide effective guidance and leadership for, the management of the company to create value to the benefit of the shareholders. Acting independently and solely in the interests of the company, they must observe all confidentiality requirements, report any shares they hold either directly or indirectly in the company and are prohibited from holding positions of any kind in rival companies (whether directly or through a third party) and from acting as representatives or consultants to such companies and must consult the Board of Directors of IT Investments before accepting a management position or a directorship (with the exception noted in the preceding paragraph). Furthermore they must not make use of non-public company information nor use the company's assets or their position in the company to increase their own wealth.