Governance and oversight structures

HONORIS GOVERNANCE STRUCTURE

HONORIS UNITED UNIVERSITIES’ BOARD

The role of the Honoris Board

The role of the Board is to ensure the company’s prosperity by collectively directing the company’s affairs, while meeting the appropriate interests of its shareholder and relevant stakeholders. The board focusses on four key areas:

Establishing purpose, vision, and values and translating it as a mission statement (that explains the core values and purpose of the group). This statement, agreed on by the Board serves as a guide for all actions taken/implemented in the management of the organization. The Board supports Management in implementing it
Approving the strategic plans and main objectives of the company and supervising their implementation. This includes laying down a comprehensive strategy for the company, the main work plans and the policy related to risk management, reviewing and updating of such policy. Determining the most appropriate capital structure of the company, its strategies and financial objectives and approving its annual budgets. Supervising the main capital expenses of the company and acquisition and disposal of assets. Deciding the performance objectives to be achieved and supervising the implementation therefore, and the overall performance of the company. Reviewing and approving the organizational and functional structures of the company on a periodical basis
Exercising accountability to shareholders and being responsible to relevant stakeholders
Deciding policies and procedures to ensure the company's compliance with the laws and regulations, and the company's obligation to disclose material information to shareholders, creditors and other stakeholders

The Board comprises of Non-Executive Directors and three Independent Non-Executive Directors:

Mr. Luis Lopez

Chairman
Non-Executive Director

Mr. Kishore Banymandhub

Independent Non-Executive Director
Director of Companies

Mr. Sami Cherif

Director
Director: Private Equity, Actis

Mr. Sherif Elkholy

Director
Partner: Private Equity, Actis

Mr. Lotfi El Eulj

Director
Founder and Chairman of the Board of Mundiapolis University Morocco

Mr. Karan Khemka

Director
Partner: EMK Capital

Mr. Mahomed Karodia

Director
Director MANCOSA

Mrs. Chedia Ksouri

Director
Joint Founder of UNIVERSITÉ CENTRALE, IMSET & Academy d’Art de Carthage (Tunisia)

Mrs. Kamila Vythilingum

Independent Non-Executive Director
Director –IQ-EQ

Mr. Edouard Espitalier Noël

Independent Non-Executive Director
Director of Companies

Mr. Richard Phillips

Director
Partner: Head Private Equity, Actis

Mr. Slah Ben Turkia

Director
Joint Founder of UNIVERSITÉ CENTRALE, IMSET & Academy d’Art de Carthage (Tunisia)

Sub committees of the Honoris Board

The Board delegates some of its responsibilities to three sub committees. These together with their responsibilities are described below.

Investment Committee
- on behalf of the Board, oversees the investment plan/strategy; deliberates institutions identified for acquisition; reviews outcomes of due diligence performed; recommends investment decisions to the Board
Audit and Risk Committee
- assists the Board in carrying out its function relating to the safeguarding of assets, the operation of adequate risk management and control processes and the preparation of financial statements in compliance with all applicable legislation and regulations
Remuneration Committee
- assists the Board with oversight of remuneration governance ensuring Honoris remunerates executive members and employees fairly and responsibly. Includes reviewing and approving objectives and outcomes of executive compensation programs and the rewards philosophy; assessing CEO’s performance achievements based on Board agreed annual goals and objectives; approval of executive leadership and compensation-related actions including performance ratings, merit increases and annual bonuses; executive short-term and long-term incentive programs: cash or equity-based plans, contractual agreements, terms, conditions, participation and timing; competitive pay practices, market intelligence and peer company performance in approving components of compensation programs; talent review including leadership assessment and succession plans

Honoris’ Executive Committee

Led by the Chief Executive Officer, comprises of members who hold functional leadership roles and others who are leaders of Honoris institutions

2021 Honoris Executive Committee Organizational Chart

GOVERNANCE OF HONORIS INSTITUTIONS

Honoris operates with a decentralised model. There are no prescriptive governance requirements of the 14 institutions (i.e., how they construct their governance structures/membership/invitees and attendees etc) however there is a requirement for compliance with the Delegation of Authority and Honoris' Code of Conduct. Engagement with leadership of the 14 institutions is regular.

A special dedicated component of the Executive Committee agenda since the start of the pandemic is the “special COVID-19 Crisis Committee”
Honoris Academic Council comprising of the Chief Growth and Strategy Officer and key academic representatives from the 14 institutions
Honoris Employability Steering Committee which meets bi-annually includes the participation of Board member – Karan Khemka
Weekly enrollment campaign meetings – are held during intake campaigns
Group Executive meetings –in addition to the monthly business reviews, two Group Executive meetings are held per month – one based on the previous month and YTD financial and KPI reporting and the other forward looking and more strategic
Monthly business reviews – enable members of the group to connect with each other, challenge and other’s meetings
Reporting/information flow
- Board reporting - quarterly Board packs are compiled for Board meetings
- External reports - compiled by the assigned executive as and when required by local regulators etc. and typically include the reporting of required student information
- Actis, shareholder reporting - quarterly reporting is done on the reporting template provided