Definition of Corporate Governance (CG): it is a system that ensures the rights of all parties through directing and controlling corporate performance, enhancing its quality, ensuring continuity and developing activities.

Advantages of Corporate Governance:
1- Ensuring the Continuity of corporate activities.
2- Enhancing corporates reputation which will lead to investors attraction.
3- Having better access to external loans.
4- Deducting the possibility of the risk.
5- Distinguishing the role of Board of Directors and Executive Managers.
6- Evolution of Corporate’s activities.
7- Clarifying the responsibility and authority of all parties.

Board of Directors are a group of individuals elected by Shareholders to present, protect Shareholder ‘s rights and direct the corporate. Furthermore, Shareholders have rights to remove the Board if they didn’t success to a chive corporate goals.
Every Company and Organization should have a Board because Board’s mandate is to establish policies for corporate management and make decisions on major company issues.

1 – Establishing the objectives and strategy of the company and work to achieve it.
2. The Board of Directors shall determine the powers delegated to the Executive Management and control over its performance, where its responsibilities are the day-to-day operations and the performance and overall performance of the Company.
3. Protecting and developing shareholders' rights in the long term.
4 - Preparation of the company's internal regulations, which regulate the financial, accounting and administrative matters and the requirements for each party involved in the management of the company.
5. Develop educational systems and ensure compliance and adherence to them, including in terms of control and compliance with the rules of governance and transparency.
6. Develop and implement risk reduction and corruption measures.
7. Supervising and implementing the committees of the Council.
8. Appointing a secretary of the board of directors from among the employees of the company and determining its remuneration. He shall organize meetings of the council, its agenda, minutes of its meetings and continents in a special register and in successive pages numbered in sequence and signed by the chairman of the board of directors attending the meeting.

Non -Executive director: also known as Outside Director: are board member that are not an employee or shareholder at the company or are not participating in the day to day management they delegated by shareholders for many reason:
1- Non-Executive Director contribute to the organization by advising management on strategy and operations, drawing on their professional experience which their experience came from real life understanding and working in various environments can bring new ways of thinking to specific products and services so they can deal with problems which corporate may face.
2- Non-executive directors are expected to provide value through outside contacts that can benefit the company.

Independent director: also known as non-executive director or outside director but they do not get fees opposite of their service to the company

The Rights of Shareholders published by OECD
1. secure methods of ownership registration.
2. convey or transfer shares.
3. obtain relevant and material information on the corporation on a timely and regular basis.
4. Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia.
5. elect and remove members of the board; and share in the profits of the corporation.
6. Shareholders should have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes.
7. Shareholders should have the opportunity to ask questions to the board, including questions relating to the annual external audit, to place items on the agenda of general meetings, and to propose resolutions, subject to reasonable limitations.
8. Institutional investors acting in a fiduciary capacity should disclose their overall corporate governance and voting policies with respect to their investments, including the procedures that they have in place for deciding on the use of their voting rights.
9. Institutional investors acting in a fiduciary capacity should disclose how they manage material conflicts of interest that may affect the exercise of key ownership rights regarding their investments.
10. Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse.