I. Highlights

On 21 October 2025, the Board of Directors of the Financial Regulatory Authority (“FRA”) issued Decree No. 200 of 2025 (the“Decree”), setting out comprehensive Governance Rules for Insurance and Reinsurance Companies operating in Egypt. The Decree was published in the Official Gazette and entered into force on the day following its publication.

II. Scope of Application

The Decree applies to all insurance and reinsurance companies governed by the Unified Insurance Law No. 155 of 2024 and operating under the supervision of the FRA.

III. Concerned Entities and Definitions

• The Authority: The FRA.
• Board of Directors: The governing body responsible for the company’s strategic direction, oversight, and policy approval.
• Independent Member: A non-executive board member who is not a shareholder in the company, or holds a share not exceeding 1% (one per cent), and whose relationship with the company is limited to board membership.
• Committees: Standing committees established by the Board of Directors to oversee audit, risk, remuneration, investment, governance, and other regulatory functions.
• Governance Manual: The internal governance charter that sets out the company’s governance structure, policies, and oversight procedures.

IV. Allocation Mechanisms and Timelines 

• Internal Governance Framework: Companies must prepare and adopt a comprehensive governance manual addressing policies on compliance, risk management, internal audit, investments, underwriting, claims, reinsurance, credit, information security, and conflicts of interest. A copy must be submitted to the FRA within one (1) month from Board of Directors approval and reviewed at least annually.
  
  
• Board Composition:
  • Membership and Expertise: Minimum five (5) members with diverse skills; the majority must be non-executive, including at least two (2) independent directors. At least two (2) members must have insurance experience, one (1) managing director/chief executive officer responsible for the company’s executive management. Minimum 25% (twenty-five per cent) female representation.
  • Role Separation: The positions of Chairman and CEO must be held separately. Executive members may not hold executive roles in related insurance companies or competing businesses without general assembly approval.
  • Independence and Conflicts: Members must disclose personal interests in company contracts or transactions, abstain from related votes, and avoid financial or managerial conflicts of interest.
    
    
• Committees of the Board: The Decree mandates the formation of key standing committees, including:
  • Audit Committee.
  • Risk Committee.
  • Nomination and Remuneration Committee.
  • Investment Committee.
  • Governance Committee.
  • Policyholders’ Rights Protection Committee.
    
    Additional committees must address IT and digital transformation, product development, asset-liability management, and ESG and climate governance. Each committee must operate under a board-approved charter defining its powers and meeting frequency.
    
    
• Governance Reporting: Companies must prepare an annual governance report, signed by the Chairman and CEO, disclosing board structure, committee performance, remuneration, compliance assessment, and corrective actions. The report must be submitted to the FRA and the general assembly and published on the company’s website.

V. Important Stipulations

• Compliance Deadline: Companies must align their internal structures, policies, and by-laws with the Decree within one (1) year of its effective date. Extensions may be granted subject to FRA approval.
• Reporting Obligations: A compliance timetable must be submitted within one (1) month of the Decisions entry into force, with quarterly progress reports thereafter.
• Virtual Governance: The Decree formally recognises the use of electronic mechanisms for board and shareholder meetings, voting, and recordkeeping, provided such systems comply with the FRA’s cybersecurity and verification requirements.
• Disclosure and Transparency: Companies must disclose conflicts of interest, remuneration policies, and meeting attendance records, and maintain comprehensive minutes of all board and committee meetings.

IV. Additional Information

The FRA retains supervisory and enforcement authority over the implementation of the Decree and may request periodic reports or conduct inspections to ensure compliance with the governance framework.

VII. Market Impact

The new governance framework introduces higher corporate governance standards in Egypt’s insurance sector, emphasising independence, transparency, and accountability. Insurance and reinsurance companies are expected to strengthen internal governance, formalise board oversight structures, and enhance disclosure practices, positioning the market for greater investor confidence and regulatory stability.

 The contributors to this article are Ibrahim El Messery, Counsel; and Abdelrahman Amgad, Junior Associate.