1. MENA-OECD Investment Programme Steering Group Meeting May 18, 2006 Cairo, Egypt Dr. Nasser Saidi Executive Director Hawkamah ICG DIFC

2. May 20062 AGENDA Mission and Vision Strategy & Programmes Organisational Structure Memberships and Sponsorships Hawkamah Institute of Directors Regional CG Survey Strategic Partners

3. May 20063 Mission and Vision ‘Bridge the CG gap’ Assist the countries and companies of the region in developing sound and globally well integrated CG frameworks: –Assist in coordinating and sequencing the design and implementation of CG reforms –Monitor the outcomes of CG policies at the public and private sector level. “Hawkamah-ICG will serve as a platform for regional co- operation, based on a concrete agenda for measurable and time-bound action, aiming to raise awareness of national, regional and global initiatives and build a coalition for reform”, Joint Declaration OECD-UAE, 2005.

4. May 20064 Hawkamah Institute for Corporate Governance First Institute of its kind in the region An international association, hosted by the Dubai International Financial Centre (DIFC), and serving the MENA countries, Central Asia and beyond Premises in DIFC to be ready by October 2006 to host Hawkamah ICG and Hawkamah Institute of Directors (HIoD) as well as academic institutions Financially self-sustaining organisation with income from memberships, consultation, training, in addition to grants & sponsorship

5. May 20065 Hawkamah Institute for Corporate Governance Strengthen institutional and capacity building by setting up the regional Hawkamah Institute of Directors. Source of CG technical assistance, monitoring, analysis, research, consultation and reform. Foster communication and policy dialogue on CG Develop home-grown CG frameworks working with national task forces Natural bridge and intermediary for institutions promoting CG in the region

6. May 20066 Strategy & Programmes Focal Point 1 Focal Point 2 Focal Point 3 Focal Point 4 Institution & Capacity Building Knowledge Exchange Platform Technical Assistance Analysis & Research Communication & Policy Dialogue

7. May 20067 Programmes & Activities

8. May 20068 Targeted Sectors 1.Listed Companies, Capital Markets & Regulatory Authorities 2.Banks, Financial Institutions, Central Banks & Supervisory Authorities 3.Non-listed companies – Family-Owned Enterprises (FOEs) & Small and Medium Enterprises (SMEs) 4.Public Sector – State-Owned Enterprises (SOEs) 5.Media – Academia: Raising Awareness, Building Capacity & conducting research on CG

9. May 20069 Policy Level Consultancy & Technical Assistance Services Services Government Ministries & Agencies Central Banks & Regulatory Agencies Banks & Financial Institutions Listed Companies Family Owned Enterprises State Owned Enterprises Media National Assessment of current corporate governance practices. √√√√√ √ √ Identification of key corporate governance issues relevant to the country benchmarked against international best practices such as BIS principles √ √ √√√ √√ Assistance in development and follow- through of corporate governance task force and agenda development. √√√ √√√√ Workshops, seminars, outreach to various CG stakeholders – investors, auditors, lawyers, accountants, etc. √√√√ √√√ Incorporation of national corporate governance task force into a broader regional initiative. √√√√√√√ Advice and development of public awareness campaigns. √√√ √ Development of Central Credit Reporting organization; Companies House, Credit Rating Agencies. √√√ Development / implementation of appropriate corporate governance regulatory regime. √ √ √

10. May 200610 Firm Level Consultancy & Technical Assistance Services Services Government Ministries & Agencies Central Banks & Regulatory Agencies Banks & Financial Institutions Listed Companies Family Owned Enterprises State Owned Enterprises Media Development of codes of good corporate governance, codes of ethics. √√√√√√√ Facilitate a peer review of corporate governance codes √√√√√√ Firm level assessments (and re- assessments) on corporate governance practices. √√√√ Board level seminars and workshops on corporate governance strategies in various emerging markets. √√√√ Development and implementation of action plan to incorporate good corporate governance practices in company operations. √√√√ Firm level assistance, strategy development and implementation to address firm’s core corporate governance challenges in order to attract more investments (e.g. IPO, privatization, etc.) √√√√ Training program for frontline managers on implementing corporate governance programs. √√ √√ Director Training Program √√√√

11. May 200611 AGENDA Mission and Vision Strategy & Programmes Organisational Structure Memberships and Sponsorships Hawkamah Institute of Directors Regional CG Survey Strategic Partners

12. May 200612 Organisational Structure Structure: Board, Executive, Investment advisory group, Scientific/expert advisory group Membership Structure Corporate Educational Institution Individual Academic/Research Board Committees Executive Committee Legal Committee Membership CommitteeActivities Committee Corporate Governance Review CommitteeFunding Committee Research & Publications CommitteeAwards Committee Media and Communications Committee

13. May 200613 AGENDA Mission and Vision Strategy & Programmes Organisational Structure Memberships and Sponsorships Hawkamah Institute of Directors Regional CG Survey Strategic Partners

14. May 200614 Membership Benefits BenefitsAcademicIndividual Research Institution CorporateHonorary Subscription to newsletters.√√√√√ Listing in the membership directory √√√√√ Access to members only information on www.hawkamah.com√√√ Receipt of quarterly and annual reports on corporate governance in the region. √ √ Discounted registration fees for Hawkamah sponsored conferences. √ Discount for training programs offered by Hawkamah √ Discounts on consultancy services provided by Hawkamah. √

15. May 200615 Sponsorships BenefitsIndividuals Government / Official Sponsorship CorporationsFounders Access to all of Hawkamah’s regional and national events√√ √ √ Access to corporate governance reformers and experts in the region. √√√√ Access to members only information on Hawkamah’s websites√√√√ Access to policy toolkits and other resources (such as white papers, international best practices, etc.) developed by Hawkamah on developing corporate governance institutions. √ √ √ √ Subscription to newsletters.√√√√ Receipt of quarterly and annual reports on corporate governance in the region. √√√√ Recognition as one of the founding members of Hawkamah.√ √√√ Eligibility for nomination to the Board of Directors.√ √√ Consultancy services to include assessments and policy recommendations, benchmarking current practices to international standards. √ √ √ Discounts on follow-up training programs, workshops and seminars provided by Hawkamah. √√ √

16. May 200616 Sponsorships cont’d. BenefitsIndividuals Government / Official Sponsorship CorporationsFounders Invitations to VIP only events featuring global thought leaders on corporate governance trends. √ √ Membership for two individuals in the Institute of Directors and access its services. √ √ Membership in the Expert Advisory Board. √ √ Membership in the Institute of Directors and access to its services. √ √ Membership in the International Corporate Governance Network. √√ Membership in the Investment Advisory Group Board √√ Special invitation to annual VIP only events featuring global thought leaders on corporate governance trends. √√ VIP access to all of Hawkamah’s regional and national events √√ VIP access to corporate governance reformers and experts in the region. √√ Access to special pre-release briefing on the annual state of corporate governance report in the region. √√ Invitation to all Hawkamah seminars, workshops and conferences √√ Invitation to all Regional Corporate Governance Working Group meetings hosted by OECD, IFC, CIPE, and other regional and international organizations. √√

17. May 200617 AGENDA Mission and Vision Strategy & Programmes Organisational Structure Memberships and Sponsorships Hawkamah Institute of Directors Regional CG Survey Strategic Partners

18. May 200618 Hawkamah Institute of Directors Open to directors of private and public sector companies, entrepreneurs of start-up companies, and corporate officers responsible for the strategic direction of a business organization. Services offered include: Training and certification program Executive coaching Workshops, seminars and conferences Financial planning and consultancy services Affinity programs such as personal loans, liability insurance coverage, etc. Link & Membership in affiliated IoDs Access to members only lounges and facilities

19. May 200619 AGENDA Mission and Vision Strategy & Programmes Organisational Structure Memberships and Sponsorships Hawkamah Institute of Directors Regional CG Survey Strategic Partners

20. May 200620 Regional Corporate Governance Survey of Banks and Listed Companies Joint survey with IFC Flagship annual publication on state of corporate governance in the region, with country chapters Develop and produce with national CG task forces Formal presentation at an International CG conference with focus CG in banks and financial institutions in Dubai on November 28-29, 2006

21. May 200621 Developing Activities in two major areas: Developing Insolvency frameworks for the countries of the region Developing focus on IT Governance as part of CG

22. May 200622 Regional Corporate Governance Survey of Banks and Listed Companies - Focus CG framework and practices Board composition, roles and responsibilities Effectiveness of boards Shareholder rights and functions Transparency, disclosure, control and audit CG issues in banking sector and family businesses

23. May 200623 Regional Survey of Banks and Listed Companies - Target One-on-one interviews CEOs/CFOs/Board Members 320+ companies 11 countries: Bahrain, Egypt, Jordan, Kuwait, Lebanon, Morocco, Oman, Saudi Arabia, UAE, Tunisia, West Bank

24. May 200624 AGENDA Mission and Vision Strategy & Programmes Organisational Structure Memberships and Sponsorships Hawkamah Institute of Directors Regional CG Survey Strategic Partners

25. May 200625 Strategic Partners Hawkamah is partnering with: OECD * WB-IFC * WB Global Corporate Governance Forum Union of Arab Banks * Center for International Private Enterprise* DSG, IMD, YAL Central Banks, Bank Supervisory Authorities & Bank Associations Capital Market Authorities, Stock Exchanges, Market Professional Associations & SROs International & Regional organizations Countries participating in the MENA-OECD Investment Program CG centers, universities

26. May 200626 Role of Strategic Partners Provide technical assistance and advisory services related to institutional and human resource capacity building in corporate sector reform and governance Establish sustained dialogue with regional and international organizations specialized in corporate governance Provide funding for various Corporate Governance Programmes and Projects Organize seminars, workshops, forums, and conferences dedicated to issues of corporate governance in the region and the world Conduct research and surveys on corporate governance in the region and means of enhancement

27. May 200627 Hawkamah BUILDING INSTITUTIONS FOR THE MENA REGION www.hawkamah.org Hawkamah Institute for Corporate Governance DIFC, The Gate Level 14 T: +9714-362-2222 F: +9714-362-3333 E: info@hawkamah.org