Our corporate governance

There are currently eight members of the Board of Directors, of whom seven, including the Chairman, are independent directors. The only management representative on the Board is Fadi Ghandour, the founder and CEO of Aramex.

There are currently two standing committees: the Audit and Executive Committees.

Conflicts of interest are self-declared by members of the Board, and those members are then excused from relevant discussions. Where necessary, the Chairman, or another member, may identify a potential conflict of interest involving another Board member.

Board members are not currently required to own shares. Each year, the Board recommends to the company’s shareholders the amount of remuneration to be paid to the company’s Directors. For the year ended December 31, 2009, the Board recommended and the company’s shareholders approved that Directors would receive US$54,795 in annual compensation each.

With regard to shareholder resolutions, a shareholder must own 10% of the company’s shares to automatically succeed in placing an item on the agenda of a meeting of the Board. Currently, no single shareholder owns 10% or more of the company’s shares. As such, agenda items are examined at the discretion of the Board. Any shareholder, however, may raise an issue or concern during the company’s Annual General Meeting.

The Board receives direct reports from Aramex’s Internal Audit team. The Internal Audit function provides the Board of Directors, Audit Committee and the management of Aramex with objective and reliable information that is useful in appraising performance and measuring compliance with policies and procedures.

In line with Institute of Internal Auditors standards, Aramex Internal Audit uses a systematic and disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes.