FRA sets the conditions and standards required for members of the boards of directors of insurance or reinsurance companies and their executive management.

The Decision Aims to Implement Best Practices in Governance and Transparency and Enhance Performance Efficiency in the Insurance Sector

Specific conditions have been set to ensure the presence of highly qualified personnel to manage insurance and reinsurance companies.

The board membership conditions shall apply to the first upcoming elections of a company's board of directors and shall be enforced immediately in the event of new members joining.

Companies are required to regularize the status of technical positions in their organizational structures within 18 months from the date of implementation of the decision.

Managing directors on company boards must disclose to the Authority the companies where they hold board memberships within one month from the date the decision becomes effective.

The Board of Directors of the Financial Regulatory Authority (FRA), chaired by Dr. Mohamed Farid, issued Decision No. (89) of 2025 concerning the qualifications and standards required for members of the boards of directors of insurance and reinsurance companies, as well as executive managers responsible for technical functions within those companies.

This decision is part of the FRA’s commitment to implementing best governance and transparency practices, improving performance efficiency, and ensuring the availability of highly qualified professionals to manage insurance and reinsurance companies, thereby enhancing the stability and growth of the sector.

The provisions of this decision apply to board members of insurance and reinsurance companies, executive managers responsible for technical functions, and any other persons or entities subject to the same conditions and standards.

Conditions for Board Membership:
The candidate must have good conduct and reputation, full legal capacity, civil rights, and a suitable higher education degree from an Egyptian or recognized foreign university approved by the FRA.

No criminal or misdemeanor convictions involving moral turpitude or dishonesty, nor any conviction under company laws, non-banking financial laws, anti-money laundering laws, or bankruptcy within the last five years (unless rehabilitated).

No administrative actions or penalties must have been imposed against the candidate or a company they managed or were involved with, due to serious violations in the last three years as a result of dereliction of duties.

The candidate must not have been previously dismissed or disqualified from a profession for reasons related to honor or honesty unless three years have passed.

Must maintain independence and avoid conflicts of interest affecting board duties, and must disclose any familial relationships up to the fourth degree with company officials.

The candidate must also:

Be knowledgeable in insurance legislation.

Have relevant experience depending on the position: at least 10 years for a board chair, 15 years for expert members, and 5 years for other members, in fields approved by the FRA. The FRA may reduce these requirements depending on qualifications.

Ensure diversity of expertise within the board.

Additional Conditions:
Board members cannot simultaneously serve on boards of competing companies unless subsidiaries or sister companies, with approval from the general assembly or upon submitting a commitment to resign from conflicting positions upon election.

A managing director may not hold board memberships in more than three companies affiliated with the company they represent, unless a resignation commitment is provided. They may serve on other boards only with FRA’s no-objection and no conflict of interest.

Interviews and Appointments:
Board chairpersons and managing directors must pass a personal interview with the FRA. The FRA may also interview other board nominees electronically.

Board membership rules apply immediately to new appointees and the next election cycle.

Companies must regularize technical roles in their structures within 18 months from the decision's effective date.

Previously granted approvals for technical positions will remain valid until the end of their term. Renewals must comply with the new decision.

If a member loses any eligibility condition—such as legal capacity, reputation, absence of convictions, or conflict of interest—their membership is revoked, and the board must take appropriate action.

Election and Nomination Procedures:
Companies must submit a report to the FRA 60 days before the general assembly, listing nominees and supporting documents.

The FRA reviews and informs the company of accepted candidates. The company must notify applicants within two working days and publish names online.

The general assembly votes on the candidates, and the company must inform the FRA of the new board within 10 working days of the assembly.

If the chairperson's position becomes vacant, the managing director temporarily assumes their duties. If the managing director’s position is vacant, the board nominates a qualified member or interim officer, subject to FRA interview, and must fill the position within 3 months (extendable with FRA approval).

Companies must notify the FRA of new nominees for vacant board seats, subject to general assembly approval, except for chair and managing director roles.

Organizational Structure Requirements:
Companies must have designated heads for departments including: underwriting, investments, claims, reinsurance, actuarial, compliance, internal audit, finance, risk management, customer complaints, IT & digital transformation, anti-money laundering & terrorism financing, various insurance branches, legal affairs, and HR.

Some functions (e.g., chief actuary or legal head) may be outsourced to actuarial firms or law firms, with FRA’s prior approval.

Executive Management Conditions:
Same personal and legal eligibility requirements as board members.

Must avoid conflict of interest and disclose relationships up to the fourth degree with company officials.

Minimum 5 years’ experience relevant to the function.

Not employed by entities conflicting with job responsibilities.

Must pass personal interviews for positions in underwriting, investments, claims, reinsurance, actuarial, compliance, internal audit, finance, risk management, customer complaints, IT & digital transformation.

The FRA may conduct interviews for positions in branch underwriting & claims, legal affairs, HR.

Anti-money laundering positions follow FRA Decision No. (161) of 2024.

Appointment Procedures:
Companies must submit to the FRA the names and documents of nominees for executive roles, including: ID, CV, qualifications, detailed status report, kinship disclosures, a commitment to join the professional platform, and any other requested documents.

The FRA reviews and notifies the company of its decision. Approvals are valid for 3 years and renewable, contingent upon meeting job criteria. No appointments allowed before FRA’s approval. Transfers to another company within the approval period do not require a new interview.

If an executive position becomes vacant, a replacement must be appointed within 3 months, with a temporary staff member assigned in the interim. The FRA must be notified within 10 days.

Prior FRA approval is required before terminating heads of compliance, internal audit, risk management, actuarial, or anti-money laundering functions. The FRA must be informed of the reason for termination or resignation within two working days and may request an interview post-termination.

Violations and Penalties:
If any executive violates this decision, relevant laws, or provides false data/documents for approval, the FRA may issue warnings or stricter penalties, including:

Revoking approval with a one-year appointment ban.

Revoking approval with a ban lasting 1 to 5 years.

Mandatory training courses as a condition for future appointment.

Managing directors must disclose to the FRA the companies where they hold board memberships within one month of the decision’s effective date.