AN ORGANllATIONAL ANALYSIS 0! EANK MISR AND GROUP OF COMPAN!!! fimifi far {he Degree ok‘ M. 5. MECHIGAN NATE COLLEGE Adel Mohsen i951 TH‘LF *- This is to certify that the thesis entitled An Orieniu/Iénc/ 4447-03 4“ 50% M1» gag! (frog/o o { ant/ma)” presented by A J! / ”4‘5 (n has been accepted towards fulfillment of the requirements for 5.35- degree mils—ft £1135, Wm dajor professor Date W 0-169 AN ORGANIZATIONAL ANALYSIS OF BANK MISR AND GROUP OF COMPANIES BY ADEL MOHSEN ”can A THESIS Submitted to the School of Graduate Studies of Michigan State College of Agriculture and Applied Science in partial fulfillment of the requirements for the degree of MASTER OF SCIENCE Department of Mechanical Engineering 1951 THESE: ACKNOWLEDGMENTS The author wishes to express his sincere appreciation and thanks to Mr. J. Apple at the Industrial Engineering De— partment, under whose guidance this investigation was under— taken. He is also indebted to Mr. Charles Pesterfield for his assistance and help. Acknowledgment is also due to the Personnel Depart— ments of Michigan National Bank and the American State Bank, Lansing, Michigan, for their valuable information. The author thanks Mr. Smith Gerald from the Economics Department of Michigan State College for revising the Bank Charter translation. TABLE OF CONTENTS INTRODUCTION Historical Background . DISCUSSION SUMMARY . CONCLUSION . THE MANAGEMENT GUIDE FOR "BANK MISR" President........... Executive Vice—President and Cashier Auditor............ Officer of Personnel and Public Relations . Officer, Organization Department . BranchManager. . . . . . . . . . . . . Officer of Bookkeeping Buildings Manager . . . . . Manager, Investments and Safe Deposits Vice—President, Operation Division . . . . . . Vice—President, Loans and Discount . . . Vice—President, Mortgage Division Page 30 34 36 37 39 45 50 55 62 70 74 81 86 91 96 101 Assistant Cashier, APPENDICES . BIBLIOGRAPHY Installment Loans iv Page 105 111 143 LIST OF FIGURES FIGURE Page 1. Bank Misr Building in Cairo . . . . . . 3 2. Bank Misr Hall . . . . . . . . . .. . 4 3. Room of Board of Directors of Bank Misr inCairo............ 4 4. Map of Egypt showing the location of Branches of Bank Misr . . . . . . . 6 5. The chart shows the Branches of BankMisr............ 7 6. Bank Misr and related groups of companies. . . . . . . . . . . . 9 7. Misr CMpany for Spinning and Weaving. View showing employees leaving factory afterwork............ 10 8. Misr Company for Spinning and Weaving. Wood work sh0p and maintenance . . . . 10 9. Misr Company for Spinning and Weaving. A section of the spinning division . .' . ll FIGURE Page 10. Misr Company for Spinning and Weaving. Cleaning cotton section . . . . . . . ll 11. Misr Company for Spinning and Weaving. Weaving section . . . . . . . . . . 12 12. Misr Company for Silk Weaving. Outside view of factory in Damietta . . . . . . l3 l3. Misr Company for Silk Weaving. Interior view..........'....l3 l4. Misr Company for Cotton Ginning. Outside view of one of the company's factories . . 14 15. Misr Company for Cotton Ginning. Interior view of one of the company's factories . . _14 16. One of the ships belonging to Misr Company for Sea Navigation . . . . . . . . 16 17. One of the ships belonging to Misr Company for Transportation and Navigation . . . 16 18. Misr Company for Insurance. Buildings constructed by the company . . . . . . 17 19. Misr Printing Works. Outside view . . . . 18 FIGURE 20. One of the many fishing boats belonging to Misr Company for Fishing I 21. Misr Company for Theater and Cinema. A general outside view of the studio 22. Misr Company for Selling Egyptian Products , . . L . 23. .Misr Shipping . 24. Shows the growth of Bank Misr Capital and Reserves, Deposits and Credits 25. Shows the growth of Bank Misr Operating Capital and Investments . . . . . 26. Charted organization for Bank Misr vii Page 18 19 20 20 28 29 38 INTRODUCTION This thesis was written as a study and functional analy— sis of the Bank Misr, a relatively young, but rapidly expanding factor in the Egyptian economy. In such a large enterprise, it is often difficult after the organization has been built up to visualize it as a whole to see whether or not the plan of org— anization has been logically carried out, to discover hidden weaknesses in the structure, and to obtain a sound basis for Operating the business. In order to facilitate this problem, a chart of the organization will be prepared. This thesis also will present a Management Guide, a fairly recent development which has been brought to fruition in American companies fol- lowing modern trends. Management Guides are widely used as detailed blue—prints for management and supervisory posi— tions at all levels. In Egypt (the author's country), in spite of the rapid growth of new industrial and commercial enterprises, little is practiced of scientific management. This lack will even— tually create confusion among management functions, and 2 labor-management problems may arise from the resulting over- all inefficiency of the enterprise. The initiative of Bank Misr (Figures 1, 2, and 3), one of. the leading banks in Egypt, is demonstrated by its domina— tion of the varied Egyptian economic activities covering the industrial, commercial and transportation companies. The main purpose for which this investigation was car— ried out is: 1. To make an organization chart which shows graph— ically the relationship of function, and the flow of authority and re sponsibility. 2. To prepare a Management Guide for the Bank which shows a delineation of the functions, responsibilities, author— ities, and principal relationships of positions in the enterprise. 3. To locate the lack of essential functions and indicate their important place in the organization. The use of such management tools and devices tends to increase the members' understanding of management problems and their solution, which is obviously needed for such a big enterprise covering different phases of activities. oth 5 wfigwsm .332 xcmm A unawah I’ll. L La. 13 13:5. . .r. I..." I A . .3 33:51.: fight. .......... ‘- i I 0 3.3339 ‘ “WW .5 .0 s ‘. awn. - : " 0' * “3.1.x r.— _-‘ tug... '7. r ‘ l4 . Jr.“ b '9“ ,r' f5} 5231 s o .-o- k {t ‘ V '1 Figure 2. Bank Misr Hall Figure 3. Room of Board of Directors of Bank Misr in Cairo Historical Background In Egypt, until about thirty years ago, most of the banks, and commercial and industrial enterprises of importance, were found to be in foreign hands. Being convinced that if such a situation continued to exist it would become more serious for the future of the coun— try, a group of Egyptians were inspired to improvise a wide plan for national prOgress based on a systematic and vigorous action of an economic plan. Their program was published March 7, 1920, the date which marks the birth of Bank Misr, the starting of a great industrial expansion which has been increasing ever since. The program consisted of two main parts: (1) carrying all usual bank transactions; and (2) encouraging and helping in the foundation of financial, commercial, industrial, and trans— portation companies which are of great value to the country. Concerning the first part of the program, the Bank succeeded in gaining the public confidence and establishing branches all over the country, handling almost every type of financial transaction. The map, Figure 4, shows the national distribution of the branches. Figure 5 shows the branches of BANK man man {omen 3 TOMB; a Figure 4. Map of Egypt showing the location of Branches of Bank Misr .532 xcmm mo mozocmam 05 959? «HMSU UAR. .m oudmwh .c ox = .. r carom ll .30.»: Taoxzezao ¢3 5%.: Ram auto; 5.6.23.2 2:40 i mm;— xZ340; 043.1! 102.1214! 01.1.... .80. shadow 12585.0... 08. _ , so (:03 083419.... - _ b.3033 58015.03.“— _ _ so! Ole-3.100. 1 lo.h3. — H — 33.. pleats->3: h 7 Instead :53: .2404 mi zo.r(caao h :5..- .2. ...... . . w E _ L COC‘EID‘G‘ 0.... ‘dj: i—LUIJJOU 3.40.). i ,l‘ blue-:15; 00a. (Isaak OI.>(I 9105.11» 808‘:- , negati- 00‘ H —‘ 002.0...)- H T _ _ 10.0;er0 _ Iu202<¢¢ L IUE‘IC I! 015-990.- 5 01.0«0. aloo- 4(quuo roan Jcal 00¢ 55“ JJJJJJ d. _I§8 éIIII h8fl°..fl¢t 01.51.... date 0-1914: 01.5.2.4 dug ecu: 01.....21 _ _ _ O 1...... 3 (L d lllllllll L E. .. - . -fxopouca _..o Bani. j ”guano: goo; _ _ ha»: .223 .5... x2: :38 225552.; 39 President I. Functions The President is charged with conducting the affirs Of the bank, interpreting and applying the policies of the Board of Directors, making policy, c0ntrolling the Operations of the field components and the activities of the staff departments, and conducting public relations. II. Responsibilities and Authority Within the limits of the articles of incorporation and the by—laws the President is responsible for, and has com— mensurate. authority to accomplish, the fulfillment Of the duties set forth below. He may delegate to members of the organi— zation appropriate portions Of his responsibilities, together with prOportionate authority for their fulfillment, but he may not delegate or relinquish his over—all responsibility for re— sults nor any portion of his accountability. 40 A. Operations and Activities 1. He will control and coordinate Operations and activ— ities, approve Operating plans, and foster economy throughout the bank. 2. He will be alert to detect and prevent inadvised application of allotted funds, and will foster the best use Of facilities in the interest Of the bank. 3. He will approve Operating and adrninistrati've poli— cies. 4. He will approve maximum and minimum stock in— ventory levels. 5. He will act as the principal public relations Officer Of the bank. 6. He will approve and sign master purchasing con- tracts. B. Organization 1. He will approve and enforce the organization plan of the bank, and any of its components, and changes therein. 41 2. Subject to the concurrence Of the Board of Directors, he will approve the addition, elimination, or alteration of management positions. 3. He will approve the addition, elimination, or alter—- ations of positions other than in management. 4. He will be alert to sponsor improvements in the organization plan of the bank and of any of its components. 5. He' will approve salary and wage structure. C. Personnel 1. He will approve personnel policies. 2. He will interview, pass upon the qualifications of, and, subject to the concurrence of the Board of Directors, hire personnel for or appoint employees to management posi— tions. 3. Subject to the concurrence of the Board of Directors, he will approve retirement Of personnel. 4. He will. approve vacations and personnel leaves for the General Managers of the Divisions and the Managers of the Departments . 42 5. Subject to the concurrence of the Board of Direc- tors, he will approve and sign agreements with employee groups and labor unions, and their representatives. 6. He will be alert to insure equitable administration of wage and salary policies and structures, employee benefit plans, and personnel rating programs, and to protect the interests Of employees as individuals. 7. He will approve promotion and demotion and release of personnel. 8. He will approve salary changes for personnel who receive more than L.E. 3&2 and less than L.E. :2 and will recommend to the Board of DirectOrs salary changes for per— sonnel who receive more than L.E. 1.2 D. Finance 1. He will submit the consolidated annual budget and prOposed capital and extraordinary expenditure programs to the Board of Directors for approval, making apprOpriate rec— ommendations thereon. 2 X and l are to be specified by the Board of Direc- tors. 43 2.. He will approve extension Of credit up tO L.E. _Z_._.3 3. He will approve payment from allotted funds of Operating expenses and capital expenditures in excess of L.E. 3 . 3 . M, but not in excess of L.E. N Wthh are not covered by the budget or any apprOpriation. He will recommend such ex- penditures in excess of L.E. 23 to the Board of Directors. 4. He will approve adjustments Of complaints involving over L.E. 9.3 III. Relationships The President will observe and conduct the following relationships. He may delegate portions of the conduct of such relationships to members of the organization, but may not delegate his Over—all responsibility or accountability for their prOper conduct. A. Board of Directors He is accountable to the Board of Directors for the fulfillment Of his function, responsibilities and authority, and relationships, and for their prOper interpretation. Z, _M_, N, g, and Q are to be specified by the Board of Directors. 44 B . Department Officer 5 He will coordinate the Operations and activities Of De— partment Officers“, will call upon them for advice and assis— tance whenever he deems it advisable, and will stand ready at all times to render them advice and support. (3 . Division Manage rs He will coordinate the activities of the Division Man— agers, will call upon them for advice and assistance as he deems advisable, and will stand ready at all times to render them advice and support. D. Other Members of Management He will consult with and encourage other members Of management as he deems advisable, and will stand ready at all times to assist them in any of their problems. E. Government, Vendors and the Public He will conduct such relationships with representatives of government, with customers, and with the public as are 45 warranted, acting at all times as the principal public relations officer of the bank. Executive Vice—President and Cashier I. Functions The Executive Vice—President and Cashier is responsible for the honest, accurate, regular and skillful execution of mat.- ters decided upon by the Board of Directors; he will perform the duties Of the President in case Of his absence of disability. II. Responsibilities and Authority Within the limits of the articles of incorporation, by— laws, and policies of the Board of Directors, the Executive Vice-President and Cashier is responsible for, and has com— mensurate authority to accomplish the fulfillment of, the duties set forth below. He may delegate to the Division Managers and Assistant Cashiers apprOpriate portions Of his responsi— bilities, together with prOportiOnate authority for their fulfill- ment, but he may not delegate or relinquish his over—all responsibility for results nor any portion of his accountability. 46 A. Operations and Activities4 1. He will preside over the Discount Committee. 2. He will draw checks or drafts upon the funds of the bank and checks so drawn shall be known as "cashier's" checks. 3. TO buy and sell bills of exchange, to provide for exchange and for the acceptance of bills. 4. Take charge of the bank's personal property, not otherwise provided for by directors, and dispose of it in the regular course of business, and to keep the accounts Of the bank. 5. To indorse and transfer negotiable paper on behalf of the bank in the regular course of business, that is for ac— counts, collections, payment of the bank's debts, converting collateral security into cash, etc.; he cannot indorse for ac— commodation nor on his own paper, nor give title other than negotiable prOperty of the bank. 6. To collect debts due the bank and to perform the necessary incidental Operations. 4 Money Credit and Banking, Westerfield, Ronald Press Company, 1938, p. 243. 47 7. To borrow money in the regular course Of business .and give the bank's note and pledge collateral. 8. Supervise the transfer of the bank's shares Of stock. 9. Purchase or arrange tO purchase securities. B . Organization 1. He will approve and enforce the organization plan of the “Operating system of the bank. 2. Subject to the concurrence of the Board Of Directors, he will approve the addition, elimination or alteration of man— agement positions. 3. He will approve the addition, elimination or altera— tion of positions other than in management. C. Personnel 1. He will interview, pass upon the qualifications of, and, subject to the concurrence of the Board of Directors, hire personnel for or appoint employees to management positions. 2, He will recommend to the Board of Directors salary change 5 for personnel. 48 3. Subject to the concurrence of the Board of Directors, he will approve promotion, demotion, and release Of members Of management. 4. Subject to the concurrence of the Board Of Direc- tors, he will approve retirement Of personnel. 5. He will approve vacation and personnel leaves for General Managers Of Divisions. D. Finance 1. He will approve extension of credit up to L.E._Z_. 2. He will approve payment from allotted funds Of Operating expenses and capital expenditure in excess Of L.E. _M_, but not in excess of L.E. N, which are not covered by the budget or any apprOpriation. He will recommend such expenditures in excess of L.E. _P_ to the Board Of Directors. 5 3. He will approve donations in excess of L.E. I: recommended by the Division General Managers. 5 R is to be specified by the Board of Directors. 49 III. Relationship 3 The Executive Vice—President will observe and conduct the following relationships. He may delegate portions of the conduct of such relationships to members of the organization, but may not delegate his over—all responsibility or accounta— bility for their prOper conduct. A. Board of Directors He is accountable to the Board Of Directors for the fulfillment of his functions, responsibilities, and relationships, and for their 'prOper interpretation. B . The President He will relieve the President of administrative detail as outlined in this guide or as specified by the President. C. Division Managers He will conduct the Operations and activities Of the Division Managers,- will call upon them for advice and assis— tance whenever he deems it advisable, and will stand ready at all times to render them advice and support. 50 D. Department Officer 3 He will call upon them for advice and assistance as he deems advisable. E. Other Members of Management He will consult with and encourage other members of management as he deems advisable, and will stand ready at all times to assist them in any of their problems. F. Government and the Public He will conduct such relationships with representatives of the Government and the public as are warranted. Auditor I. Function As a staff member of management, the Auditor is re— quired to prepare monthly earning and dividend reports, bank call reports, semi-annual and annual earnings and dividend reports, and government reports of the bank's condition for tax returns. 51 II. Responsibilities and Authority Within the limits of his approved prOgram and corporate policies and control procedures, the Auditor Manager is re— sponsible for, and has commensurate authority to accomplish the fulfillment of the duties set forth below. He may delegate to members of his department apprOpriate portions of his re- sponsibilities, together with prOportionate authority for their fulfillment, but he may not delegate or relinquish his Over—all responsibility for' results nor any portion of his accountability. A. Activities 1. He will prepare monthly, semi-annual and annual earnings and dividend reports. 2. Prepare all government reports. 3. Prepare Income Tax schedules. 4. Arrange for absentees, and temporary replacement. 5. Approve or refer to bank Office all over—drafts. 6. Correct errors for employees. 7. Check standings of customers. 8. Talk with customers regarding irregularities of their accounts. 52 9. Pass on doubtful signatures. 10. Assist in solving personnel problems. 11. Run continuous audit on bank's assets and liabilities. B. Olganization of his Department He will recommend changes in the basic structure and complement of his department. C. Personnel Of his Department 1. Having ascertained the availability of qualified talent from within the Company, he will hire personnel for, or appoint employees. to, positions other than in management within the limits of his approved basic Organization. 2. He will recommend and approve promotion, demo— tion and release of personnel. 3. He will approve vacations and personnel leaves, except his own. 4. He will prepare necessary job and position descrip- tions. 5. He will approve salary changes for personnel who receive not over L.E_. 29 53 D. Finance of his Department 1. He will prepare the annual budget. 2. He will administer funds allotted under the approved annual budget, or any approved extraordinary or capital expen— diture program, or any apprOpriation. 3. .He will recommend extraordinary or capital expen— diture prOgrams and apprOpriations. 4. He will administer fiscal procedures. 5. He will receive for review and recommendation the items Of the annual budget Of other staff departments and the field divisions coming within his province. 6. He will approve payment from allotted funds of Oper— ating expenses and capital expenditures not in excess of L.E. M, which are not covered by the approved budget, any approved expenditure prOgrams or any apprOpriations. III. Relationships The General Manager of the Auditing Division will ob— serve and conduct the following relationships. He may delegate portions of the conduct of such relationships to members of 54 his division, but may not delegate his over—all responsibility or accountability for their prOper conduct. A. The Board of Directors He is accountable to the President for the fulfillment of his function, responsibility and authority, and relationships, and for their prOper interpretation. B. Other Department Officers He will advise and assist other department managers in the fulfillment Of their respective functions in matters Of mutual concern, but in so doing he will not assume, nor will he be delegated, any function, responsibility, authority or relation— ship belonging to any other member of management. C. General Managers of Divisions He will advise and assist the General Managers Of the Divisions in the fulfillment of their respective duties and co— operate with them in matters of mutual concern, but in so doing, he will not assume, nor will he be delegated, any 55 function, responsibility, authority or relationship belonging to any other member Of management. D. Govermnent Agencie s He will conduct such relationships with representatives of Government agencies as are necessary to the accomplish— ment Of his function. E . External Auditor He will conduct such relationships with the External 6 Auditors as are necessary and COOperate with them in the accomplishment of their functions. Officer of Personnel and Public Relations 1. Function As a staff member of management, the Officer of the Personnel Department is charged with advising the President and furnishing functional guidance to the heads of the organiza— tional components of the bank by develOping and applying sound 6 See Appendix, Auditor, p. 120. 56 plans and practices for personnel administration, and with con- ducting such activities for the staff departments. He is re- quired also to hire all personnel, recommend supervising help, pass quick judgment regarding jobs or bank personnel policies, discharge undesirable personnel and settle points in question between employees, or employee and customer. II. Responsibilities and Authority Within the limits of his approved program and corporate policies and control procedures, the Officer Of the Personnel Department is responsible for, and has commensurate author— ity to accomplish, the fulfillment of the duties set forth below. He may delegate to members Of his department apprOpriate portions of his responsibilities together with prOportionate au— thority for their fulfillment, but he may not delegate or re— linquish his Over—all responsibility for results nor any portion of his ac countability. A, Activitie s 1. He will formulate, or receive and recommend for approval, prOposals for policies on personnel administration, 57 will administrate such policies when approved, and will conduct such activities for the staff departments. 2. He will establish procedures for personnel adminis— tration, and will establish and administrate procedures for the initiation and maintenance of personnel record. 3. He will negotiate, but not sign, agreements with employee groups and unions, and their representatives, and will advise and assist in the negotiation of such agreements affecting employees of only one division, as required. 4. He will participate in the selection of personnel and will conduct the initial interviews Of applicants for such posi— tions and for employment in the home Office. 5. He will prepare, guide, and coordinate the personnel rating and personnel deve10pment prOgrams, and will formulate, or receive and recommend for approval, prOposals for action based thereon. 6. He will guide and coordinate the safety program and safety standards and practices, and will establish applicable safety laws and orders. 58 7. He will guide and coordinate employee benefit plans and programs, and will conduct activities pertaining thereto for the personnel of the staff departments. 8. He will set up and maintain satisfactory merit rating procedures. B. Organization Of his Department He will recommend changes in the basic structure and complement of his department. C. Personnel of his Department 1. Having ascertained the availability of qualified talent from within the bank, he will hire personnel for, or appoint employees to, positions other than in management within the limits of his approved basic organization. 2. He will recommend and approve promotion, demo-— tion and release of personnel. 3. He will approve vacations and personnel leaves, except his own. 4. He will prepare necessary job and position descrip— tions . 59 5. He will approve salary changes for personnel who receive not Over L.E. 25. D. Finance Of his Department 1. He will prepare the annual budget. 2. He will administer funds allotted under the approved annual budget, Or any approved extraordinary or capital ex— penditures prOgram, or any apprOpriation. 3. He will recommend extraordinary or capital expend— iture prOgrams and apprOpriations. 4. He will administrate fiscalprocedures. 5. He will receive for review and recommendation the items of the annual budgets of other staff departments and the field divisions coming within his province. 6.- He will approve payment from allotted funds of Op— erating expenses and capital expenditures not in excess of L.E. _M_, which are not covered by the approved budget, any approved expenditure programs, or any apprOpriation. gullilllaf II. a in! Jami... .§.a. . ; . _ a I 60 III. Relationship 5 The Officer of the Personnel Department will observe and conduct the following relationships. He may delegate por— tions of the conduct Of such relationships to members of his department, but may not delegate his over—all responsibility or accountability for their prOper conduct. A. The Pre sident 1. He is accountable to the President for the fulfill— ment of his functions, responsibilities and authority, and re— lationships, and for their prOper interpretation. 2. He will relieve the President of administrative de— tail as outlined in this guide or as specified by the President. B. Other Department Officers He will advise and assist other Department Officers in the fulfillment Of their respective functions in matters within his province and will coordinate his activities and co— Operate with them in matters of mutual COncern, but in so doing he will not assume, nor will he be delegated, to perform 61 any function, responsibility, authority or relationship belong— ing to any other member of management. C. Managers of Division He will advise and assist the Managers of the Division in the fulfillment of their respective functions in matters within his province and will coordinate his activities and COOperate with them in matters of mutual concern, but in so doing he will not assume, nor will he be delegated, any function, re— sponsibility, authority or relationship belonging to any other membe r of management.. D. Others 1. In the COnduct Of these relationships, he will es— tablish and maintain those contacts necessary to the fulfill— ment Of his function. 2. The President may specify, from time to time, other relationships to be conducted by him. . ,. .3. :1 Mn .III....|.....‘HM 62 E . The Public He will conduct such relationships outside the Company as are necessary to the accomplishment of his functions, act- ing in such cases only as the representative of the President. Office r , Organization Department I. Function As a staff member of management, the Officer of the Organization Department is charged with advising the President and furnishing functional guidance to the heads Of the organiza— tional components of the Company by advising and assisting in the deve10pment, maintenance, and improvement of plans of management embracing organization structures and complements, functions, responsibilities and authority, and relationships, con— trol Over wages, salaries, Operating expenses, and manpower and bank, department, and division policies on these matters. II. Responsibilities and Authority Within the limits of his approved program, and bank policies and control procedures, the Manager of the Organization 63 Department is responsible for, and has commensurate author— ity to accomplish, the fulfillment Of the duties set forth below. He may delegate to members Of his department apprOpriate portions of his responsibilities together with prOportionate authority for their fulfillment, but he may not delegate or re— linquish his over—all responsibility for results nor any portion of his accountability. A. Activities 1. He will develOp plans to the end that each organiza— tional component of the Company is a 10gical, separable, inte— gral part Of the whole organization, having con'unensurate re- sponsibility, authority and accountability for results within clearly defined limits. 2. He will define and clarify the functions, responsi— bilities and authority, and relationships of each new or altered management position in collaboration with the bank management, and will maintain in a current state, Management Guides cover— ing management position, and making such guides available to all concerned. 64 3. He will foster the centralization of control and the decentralization Of responsibility for details and commensurate authority for their accomplishment, insuring that decisions are made at the lowest practicable level Of management at which they can be made intelligently. 4. As requested or as he deems advisable, he will conduct studies to determine the soundness and adequacy Of the bank's organization plan, and will formulate, or receive and recommend for approval, prOposals for changes in that plan. 5. As requested or as he deems advisable, he will review the conduct of affairs Of organizational components to insure that manpower shall be consistent with requirements and results, and will encourage and assist in the preparation of Operating and performance standards to serve as guides in the control of manpower. 6. He will initiate periodic appraisals Of the functions of the bank to determine their necessity and adequacy in the light of the bank's objective. He will formulate, or receive and recommend for approval, prOposals for the elimination of non—essential or non—productive functions, methods and 65 procedures, and for the establishment of new ones, to insure that manpower shall be utilized economically. 7. He will review, edit, and approve job and position descriptions prepared by other members of management and will conduct the necessary job and position evaluations to formu— late prOposals for equitable salary and wage structures. He will prepare and disseminate bank departmental and divisional salary and wage guides based upon the approved company struc— tures, and will advise and assist members Of management in the administration of salary and wages within their respective organizatiOnal components. 8.. He will formulate, or receive and recommend for approval, prOposals for policies, and will maintain in a cur— rent state in a Policy Manual, all policies formally adOpted. 9. He will formulate, Or receive and recommend for approval, prOposals for changes in Management Guides, and will maintain in a current state, all approved changes in such Guides for dissemination to holders thereof. 10._ As requested, he will advise members of manage- ment in the preparation of the annual budget and requests for 66 extraordinary or capital expenditures, making recommendations on the apprOpriateness Of items to be included. 11. He will formulate, or receive and recormnend for approval, prOposals for the establishment or modification Of controls Over expenditure 5 . B. Organization of his Department He will recommend changes in the basic structure and complement Of his department. C. Personnel of his Department 1. Having ascertained the availability of qualified talent from within the bank, he will hire personnel or appoint employees other than in management, within the limits Of his app roved basic organization. 2. He will recommend and approve promotions, demo— tions and release Of personnel. 3. He will approve vacations and personal leaves, except his Own. ' 4. He will prepare necessary job and position descrip— tions . 67 5. He will approve salary changes for personnel who receive not over L.E. X. D. Finance of his Department 1. He will prepare the annual budget. 2. He will administer funds allotted under the approved annual budget, or any approved extraordinary or capital ex— penditure prOgram, or any apprOpriation. 3. He will recommend extraordinary or capital expendi— ture prOgrams and apprOpriations. 4. He will administrate fiscal procedures. 5. He will receive for review and recommendation the items Of the annual budget Of other staff departments and the field division coming within his province. 6. He will approve payment from allotted funds of operating expenses and capital expenditures not in excess of L.E. _M_ which are not covered by the approved budget, any approved expenditure prOgram or any apprOpriation. 68 III . Relationship 5 The Officer of the Organization Department will ob— serve and conduct the following relationships. He may delegate portions Of the conduct of such relationships to members of his department, but may not delegate his over—all responsi— bility or accountability for their prOper conduct. A. The Pre sident 1. He is accountable to the President for the fulfill— ment Of his functions, responsibilities and authority, and re— lationships, and for their prOper interpretation. 2. He will relieve the President of administrative detail as outlined in this Guide or as specified by the Presi— dent. B. Other Department Managers 1. He will advise and assist other department officers in the fulfillment Of their respective functions in matters within his province and will coordinate his activities and COOperate with them in matters of mutual concern, but in so doing he will not assume, nor will he be delegated, any function, 69 responsibility, authority or relationship belonging to any other member of management. C. General Managers of Divisions He will advise and assist the General Managers of the Divisions in the fulfillment Of their respective functions in matters of mutual concern, but in so doing he will not assume, nor will he be delegated, any function, responsibility, author- ity or relationship belonging to any other member of manage— ment. D. Others 1. In the conduct of these relationships, he will es— _ tablish and maintain those conducts necessary to the fulfill— ment of his function. 2. The President may specify, from time to time, other relationships to be conducted by him. 70 Branch Manager I . Function As a line member of management, the Branch Manager is required to manage and coordinate all Operations and func— tions associated with.the Operation of a branch bank, which generally entails the assignment of duties of employees, meet— ing the public, accounting for bank funds, etc. II. Responsibilities and Authority Within the limits Of his approved prOgram and bank policies and control procedures, the General Branch Manager .is responsible for, and has commensurate authority to accomp— lish, the fulfillment of the duties set forth below. He may delegate to members of his Division apprOpriate portions of his responsibilities together with prOportionate authority for their fulfillment, but he may not delegate or relinquish his over-all responsibility for results nor any portion of his accountability. 71 A. Operations and Activities I. Manage Operations of the Branch Bank. 2. Supervise employees. 3. Act as general and payroll teller. 4. Balance bank at end of day. 5. Make loans up to a maximum specified by the Board Of Directors. 6. Act as Notary. .7. Operate safe deposit vault. B. Organization of his Branch He will recommend changes in the basic structure and complement of his Branch. (3. Personnel Of his Branch 1,. Having ascertained the availability of qualified talent from within the bank, he will hire personnel for, or appoint employees to, positions other than in management with— in the limits Of his approved basic organization. 2. He will recommend and approve promotions, demo— tions and release Of personnel. 72 3. He will approve vacations and personnel leaves, except his own. 4. He will prepare necessary job and position descrip— tions. 5. He will approve salary changes for personnel who receive not Over L.E. E. D. Finances Of his Branch 1. He will prepare the annual budget. 2. He will administer funds allotted under the approved extraordinary or capital expenditure programs, or any appro— priations. 3. He will recommend extraordinary or capital expendi— ture programs and appropriations. 4. He will administer fiscal procedure. 5. He will receive fOr review and recommendation the items of the annual budgets of other staff departments and the field divisions coming within his province. 6., He will approve payment from allotted funds of Operating expenses and capital expenditure not in excess of 73 L.E. _l\_/I_, which are not covered by the approved budget, any approved expenditure programs or any apprOpriations. III. Relationships The Branch Manager will observe and conduct the fol— lowing relationships. He may delegate portions of the conduct of such relationships to members Of his branch, but may not delegate his Over—all responsibility or accountability of their prOper conduct. A. The Pre sident 1. He is accountable to the President for the fulfill— ment of his function, responsibilities and authority, and rela— tionships, and for their prOper interpretation. '2. He will relieve the President of administrative de— tail as outlined in this Guide or as specified by the President. B . Department Officer 5 He will coordinate his efforts and COOperate with the department officers and will seek and accept functional gui— dance from them on matters within their respective provinces. 74 C. Advertising Agencies and Market Survey Services He will conduct relationships with advertising agencies and market survey services as are necessary to the accomp- lishment of his function. D. Others 1. In the conduct of these relationships, he will es— tablish and maintain those contacts necessary to the fulfill— ment of his function. 2. The President may specify, from time tO time, other relationships to be conducted by him. E . The Public He will conduct such relationships outside the bank as are necessary to the accomplishment of his function. Officer Of Bookkeeping 1. Function As a staff member Of management, the Officer Of the Bookkeeping Department is charged with advising the President 75 and coordinating the functions of the Bank Bookk'eeping Depart— ment; and with sending distribution sheets for day's work with general bookkeeping balance sheet to balance account at end of day. 11. Responsibilities and Authority Within the limits of his approved program, bank policies, and control procedures, the Bookkeeping Manager is responsible for, and has commensurate authority to accomplish, the ful- fillment of the duties set forth below. He may delegate to members of his department apprOpriate portions of his respon— sibilities, together with prOportionate authority for their ful— fillment, but he may not delegate or relinquish his over—all responsibility for results nor any portion of his accountability. A. Activitie s 1. Take care of bookkeeper's missorts. 2. Take care Of checks returned for insufficient funds, or other reasons. 3. Call customers regarding irregularities. 76 '4. Talk with customers who call by phone, or per- sonally, regarding accounts. 5. Post distribution sheet and balance posters at end of day. 6. Balance poster's controls to general ledger control on commercial deposits. 7.’ Give total to general ledger bookkeeper. 8. Make reports on daily bank debts. _9. Be responsible for charges for not—sufficient—fund violations. B. Organization Of his Department He will recommend changes in the basic structure and complement Of his Department. 'C. Personnel Of his Department 1. Having ascertained the availability of qualified talent from within the bank, he will hire personnel for, or appoint employees to, positions other than in management within the limits of his approved basic organization. 77 2. He will recommend and approve promotion, demo— tion and release of personnel. 3. He will approve vacations and personal leaves, ex- cept his own. 4. He will prepare necessary job and position descrip— tions. 5. He will approve salary changes for personnel who receive not over L.E. g. D. Finance Of his Department 1. He will prepare the annual budget. 2. He will administer funds allotted under the approved annual budget, or any approved extraordinary or capital expendi— ture prOgram, or any apprOpriations. 3. He will recommend extraordinary or capital expendi— ture prOgrams and appropriations. 4. He will administer fiscal procedures. 5. He will receive for- review and» recommendation the items of the annual budgets of other staff departments and the field divisions coming within hisprovince. 78 6. He will approve payment from allotted funds of Oper— ating expenses and capital expenditures not in excess Of L.E. M, which are not covered by the approved budget, any approved expenditure prOgrams or any apprOpriations. III. Relationships The Officer Of the Bookkeeping Department will Observe and conduct the following relationships. He may delegate por— tions of the conduct of such relationships to members of his Department, but may not delegate his Over—all responsibility or accountability for their prOper conduct. A. The Pre sident 1. He is accountable to the President for the fulfill- ment of his functions, responsibilities and authority, and rela— tionships, and for their prOper interpretation. 2. He will relieve the President of administrative detail as outlined in this Guide or as specified by the Presi— dent. 79 B. Other Department Managgrs He will advise and assist other Department Managers in the fulfillment Of their respective functions in matters within his province and will coordinate his activities and COOperate with them in matters of mutual concern, but in so doing, he will not assume, nor will he be delegated, any function, re— sponsibility, authority or relationship belonging to any other member Of management. C. General Managers of Divisions He will advise and assist the General Managers Of the Divisions in the fulfillment of their respective functions in matters within his province and will coordinate his activities and COOperate with them in matters of mutual concern, but in so doing, he will not assume, nor will he be delegated, any function, responsibility, authority or relationships belonging to any other member Of management. 80 D. Gove rnInent Agencie s He will ‘conduct such relationships with representatives of Government Agencies as are necessary to the accomplish- ment of his function. E; Auditors He will conduct such relationships with auditors as are necessary to the accomplishment of his function. F. Others 1. In the conduct of these relationships, he will es- tablish and maintain those contacts necessary for the fulfill— ment of his function. Z. The President may specify, from time to time, other relationships to be conducted by him. G . The Public He will conduct such relationships outside the bank as are necessary to the accomplishment of his functions, acting in such cases only as the representative of the President. 81 Buildingi Manager I. Function As a staff member of management, the Manager of the Buildings Department is responsible for maintenance and repair of the physical plant of the bank and for providing adequate fire protection. II. Responsibilities and Authority Within the limits of his approved program, corporate policies and control procedures, the Officer of the Buildings Department 'is responsible for, and has commensurate author- ity to accomplish, the. fulfillment of the duties set forth below. He may delegate to members of his department apprOpriate portions of his responsibilities, tOgether with prOportionate authority for their fulfillment, but he may not delegate or relinquish his over—all responsibility for results for any portion of his accountability. 82 A. Activitie s 7 1. Keep buildings, grounds and fences in good condition. 2. Provide adequate fire protection. 3. 'Maintain the heating, lighting and related service systems in full Operating condition. 4. Make emergency repairs. 5. Make systematic inspections and keep records of schedules of inspection. 6. Make necessary repairs as pointed out by periodic inspection. 7. Make estimates on maintenance and repair work. 8. Keep rec0rds necessary for maintenance work. 9. Keep on hand and readily accessible a sufficient stock of materials to take care of routine maintenance work. B. Organization of his Department He will recommend changes in the basic structure and complement of his department. 7 Organization and Management, Third Edition, William B. Cornell, The Ronald Press Company, N. Y., p. 406. 83 C. Personnel of his Department 1. He will hire personnel for or appoint employees to, positions other than in management within the limits of his approved basic organization. 2. He will recommend and approve promotion, demo— tion and release of personnel. 3. He will approve vacations and personnel leaves, except his own. 4. He will prepare necessary job and position descrip— tions. 5. He will approve salary changes for personnel who receive not over L.E. 2;. D. Finance of his Department 1. He will prepare. the annual budget. 2. He will administer funds allotted under the approved annual budget, or any approved extraordinary or capital ex— penditure program or any apprOpriation. 3. He will recommend extraordinary or capital expendi— ture programs and apprOpriations. 84 4. He will administer fiscal procedures. 5. He will receive for review and recommendation the items of the annual budgets of other staff departments and the field divisions coming within his province. 6. He will approve payment from allotted funds of Operating expenses and capital expenditures not in excess of L.E. M, which are not covered by the approved budget, any approved expenditure prOgrams or any apprOpriations. III. Relationships The Manager of the Buildings Deparhnent will observe and conduct the following relationships. He may delegate portions of the conduct of such relationships to members of his department, but may not delegate his over—all responsibility or accountability for their prOper conduct. A. The Pre sident 1. He is accountable to the President for the fulfill— ment of his function, responsibilities and authority, and rela— tionships, and for their prOper. interpretation. 85 2. He will relieve the President of administrative de— tail as outlined in this Guide or as specified by the President. B . B ranch Managers He will coordinate his activities and c00perate with Branch Managers in matters of mutual concern. C. Others 1.. In the conduct of these relationships, he will estab- lish and maintain those contacts necessary for the fulfillment of his function. 2. The President may specify, from time to time, other relationships to be conducted by him. D. Insurance Companie 5 He will conduct such relationships with Insurance Com— panies as are necessary to the accomplishment of his function. 86 E. Govermnent Agencies He will conduct such relationships with representatives of the government as are necessary to the accomplishment of his function. F. The Public He will conduct such relationships outside the company as are necessary to the, accomplishment of his function, acting in such cases only as the representative of the President. Manager, Investments and Safe Deposits I. Function As a line member of management, the Manager of In— vestments and Safe Deposits is required to also be an adviser to customers as to their investments and to Operate a'safety vault -in an acceptable manner for customers and to assist customers if desired. 87 II. Responsibilities and Authority Within the limits of his approved program, company policies and control procedures, the Manager of the Investments and Safe Deposits Department is responsible for, and has com— mensurate authority to accomplish, the fulfillment of the duties set forth blow, He may delegate to members of his division apprOpriate portions of his responsibilities, together with pro— portionate authority for their fulfillment, but he may not dele— gate or relinquish his over—all responsibility for results nor any portion of his accountability. A. Operations and Activities 1. Adviser to the customers of the bank as to their investments. 2. Advises the bank customers as to the virtues and faults of their various securities. 3. Buys and sells securities to the customers. 4. Buys and carries securities which he regards as good investments and which will be recommended and sold to its ' inquiring custome r s . 5. Manage the safe deposit department. 88 B. Organization of his Division He will recommend changes in the basic structure and complement of his Division. C. Personnel of his Division 1. Having ascertained the availability of qualified talent from within the bank, he will hire personnel for, or appoint employees to, positions other than in management within the limits of his.approved basic organization. 2. He will recommend and approve promotion, demo- tion and release of personnel. 3. He will approve vacations and personnel leaves, except his own. 4. He will prepare necessary job and position descrip— tions. 5.. He will approve salary changes for personnel who receive not over L.E. 22. D. Finance of his Division 1. He will prepare the annual budget. 89 2. He will administer funds allotted under the approved annual budget, or any approved extraordinary or capital ex— penditure program or any apprOpriations. 3. He will recommend extraordinary or capital expendi— ture programs and appropriations.- 4, He will administer fiscal procedure. 5. He will receive for review and recommendation the items of the annual budgets of the staff departments and the field divisions coming within his province. 6. He will approve payment from allotted funds of Operating expenses and capital expenditures not in_ excess of L.E. M, which are not covered by the approved budget, any approved expenditure programs or any apprOpriations. III. Relationship 5 The General Manager of the Investment Department will observe and conduct the following relationships.- He may dele— gate portions of the conduct of such relationships to members of his Division, but may not delegate his over—all responsibility or accountability for their prOper conduct. 90 A. The President 1. He is accountable to the President for the fulfill- ment of his functions, responsibilities-and authority, and re— lationships, and for their proper interpretation. 2. He will relieve the President of administrative de— tail outlined in this Guide or as specified by the President. B . Department Managers He will coordinate his efforts and OOOperate with De— partment Managers and will seek and accept functional gui- dance from them on matters within their respective provinces. C. Others '1. In the conduct of these relationships, he will es— tablish and maintain those contacts necessary for the fulfill— ment of his functions. 2. The President may specify, from time to time, other relationships to be conducted by him. 91 D. The Public He will conduct such relationships outside of the bank as are necessary to the accomplishment of his function. Vice President, Operation Division I. Function As a line member of management, the Vice-President of the Operation Division is charged with advising the Execu— tive Vice—President and furnishing the complete coordination of all Operational functions necessary for the prOper Operation of the bank. He will also approve the purchase of materials and machines necessary to produce satisfactory results. II. Responsibilities and Authority Within the limits of his approved prOgram, the Vice— President of the Operation Division is responsible for, and has commensurate authority to accomplish, the fulfillment of the duties set forth below. He may delegate to members of his department apprOpriate portions of his responsibilities, to— gether with prOportionate authority for their fulfillment, but he 92 may not delegate or relinquish his over—all responsibility for results nor any portion Of his accountability. A. Activities 1.‘ He will direct Operational functions of the bank. 2. Handle the transfer of funds to other banks. 3. Interview representatives of supply houses. 4. Approve purchase of materials and equipment for different departments. 5-. Complete and make up the office payroll. 6. Make assignments for transfer of balance. 7. Chairman of Job Evaluation Committee. 8. Supervisor of Accounting. 9. Write and settle for Foreign Exchange. B. OrgaLnization of his Division He will recommend changes in the basic structure and complement of his department. 93 C. Personnel of his Division 1. Having ascertained the availability of qualified talent from within the bank, he will hire personnel for, or appoint employees to, positions other than in management within the limits of his approved basic organization. 2. He will approve promotion, demotion and release of personnel. 3. He will approve vacation and personnel leaves, except his own. 4. He will prepare necessary job and position descrip— tions. 5. He will approve salary changes for personnel who receive not over L.E. _lg. D. Finances of his Division 1. He will prepare the annual budget. 2. He will administer funds allotted under the approved annual budget, or any approved extraordinary or capital ex— penditure program or any appropriation. 3. He will recommend extraordinary or capital expendi— ture programs and apprOpriations. 94 4. He will administrate fiscal procedures. 5. He will receive for review and reconnnendation the items of the annual budgets of the staff expenditure and the field divisions coming within his province. 6. He will write and approve checks from allotted funds of Operational expenses and capital expenditures not in excess of L.E. _M_, which are not covered by the approved budget, any approved expenditure programs, or any apprOpria— tion. 111. Relationship 5 The Vice—President of the Operation Division will ob— serve and conduct the following relationships. He may delegate portions of the conduct of such relationships to 'members of his Division, but may not delegate .his over—all responsibility and accountability for their proper conduct. A. The Executive Vice—President 1,. He is accountable to the Executive Vice—President for the fulfillment of his functions, responsibilities and author- ity, and relationships, and for their prOper interpretation. 95 2. He will relieve the Executive Vice—President of adlninistrative detail as outlined in this Guide or as specified by the President. B. Managgr of Organization Department He will coordinate his activities and cooperate with the Manager of the Organization Department. C. Departlnent Officers He will coordinate his efforts and c00perate with the Departlnent officers and will seek and accept functional gui- dance from them in matters within their respective provinces. D. Others In the conduct of these relationships, he will establish and maintain those contacts necessary for the fulfillment of his function. E . The Public He will supervise preparation and mailing of customer statements. 96 Vice—President, Loans and Discount 1. Function As a line member of management, the Vice—President of Loans and Discount is required to pass upon small loans, also interview prospective customers who want to start an account with the bank, may require passing upon the signature of checks, requires the preparation of necessary materials for large loans in desired form for presentation to the Dis—- count Committee, which may include credit reports, state— ments of the condition of the borrower, or necessary collateral to support the loan. He must follow up the loan after it is made. He will also conduct advertising activities of the bank. II. Responsibilities and Authority Within the limits of his approved program, bank policies and control procedures, the Vice—President of Loans and Dis— count is responsible for, and has commensurate authority to accomplish, the fulfillment of the duties set forth below. He may delegate to the members of his Division an apprOpriate portion of his responsibilities, together with prOportionate 97 authority for their fulfillment, but he may not delegate or relinquish his over—all responsibility for results nor any por— tion of his accountability. A. Operations and Activities 1. Pass upon small loans to L.E. §.8 2. Approve checks. 3. Interview prospective customers. 4. Study stock markets for sudden changes in valua— tion. 5. Prepare credit reports and necessary material for presentation of prospective customers to the Discount Commit— tee. 6. Keep credit reports and securities on loans. 7. Check on loans that require continuous supervision. 8. Study continuous credit reports of companies having loans. 9. General bank supervision when occasion arises. 8 _S_ to be specified by the Board of Directors. 98 B. Organization of his Department He will recommend changes in the basic structure and complement of his department. C. Personnel of his Division 1. Having ascertained the availability of qualified talent from within the company, he will hire personnel for, or appoint employees to, positions other than in management within the limits of his approved basic organization. 2. He will recommend and approve promotion, demo— tion and release of personnel. 3. He will approve vacations and personnel leaves, except his own. 4. He will prepare necessary job and position descrip— tions. 5. He will approve salary changes for personnel who receive not over L.E. _}_(_. D. Finances of his Division 1. He will prepare the annual budget. 99 2. He will administer funds allotted under the approved annual budget or any approved extraordinary or capital expen— ditures prOgram, or any apprOpriation. 3. He will recommend extraordinary or capital expen— diture programs and apprOpriations. 4. He will administer fiscal procedures. 5. He will receive for review and recommendation the items of the annual budgets of other staff departments and the field divisions coming within his province. . .6. He will approve payment from allotted funds of Operating expenses and capital expenditure not in excess of L.E. M, which are not covered by the approved budget, any approved expenditure prOgram or any appropriation. III. Relationships The Vice—President of the Loans and Discount Depart— ment will observe and conduct the following relationships. He may delegate portions of the conduct of such relationships to members of his department, but may not delegate his over—all responsibility or accountability for their prOper conduct. 100 A. The Executive Vice—President 1. He is accountable to the Executive Vice—President for the fulfillment of his function, responsibilities and authority, and relationships, and for their prOper interpretation. 2. He will relieve the President of administrative de— tail as outlined in this Guide or as specified by the President. B. Department Officers He will conduct his activities and cooperate with the departlnent officers and will seek and accept functional gui— dance from them on matters within their respective provinces. C . Adve rti sing Agencie s He will conduct such relationships with advertising agencies as are necessary to the accomplishment of his func— tion . D . The Public He will conduct such relationships outside of the bank as are necessary to the accomplishment of his function. 101 Vice—Pre sident, Mortgge Division I. Function As a line member of management, the Vice—President of the Mortgage Division is required to carry the general su— pervision of the Mortgage Department which entails the general delegation of duties to the various employees, preparation of necessary forms and policies to be used, meeting the public and generally exerting energies toward building up as strong a department as possible with as large a mortgage account as permissible. II, Responsibilities and Authority Within the limits of his approved prOgram, company policies and control procedures, the Officer of the Mortgage Department is responsible for, and has commensurate authority to accomplish, the fulfillment of the duties set forth below. He may delegate to members of his department apprOpriate portions of his responsibilities, tOgether with prOportionate authority for their fulfillment, but he may not delegate or 102 relinquish his over—all responsibility for results, nor any portion of his accountability. A. Activitie s 1. Meet peOple and try to work out ways and means whereby the bank can assist in financing home building or purchasing. 2. Get prOperties appraised. 3. Have necessary paper work prepared for presenta— tion of loan application to Board of Directors with recommenda— tions. 4. General supervision of department. B. Oganization of his Division He will recommend changes in the basic structure and complement of his Division. C. Personnel of his Division 1. Having ascertained the availability of qualified talent from within the bank, he will hire personnel for, or 103 appoint employees to, positions other than in management with— in the limits of his approved basic organization. 2. He will approve and recommend promotion, demo— tion and release of personnel. 3. He will approve vacations and personnel leaves, except his own. 4. He will prepare necessary job and position descrip— tions. 5. He will approve salary changes for personnel who receive not over L.E. X. D. Finances of his Division 1. He will prepare the annual budget. 2. He will administer funds allotted under the approved annual budget, or any approved extraordinary or capital ex— penditure prOgram, or any apprOpriation. 3. He will recommend extraordinary or capital expen- diture programs and apprOpriations. 4. He will administer fiscal procedures. 5. He will receive for review and recommendation the items of the annual budgets or other staff departments and the field divisions coming within his province. 104 6. He will approve payment from allotted funds of Op— erating expenses and capital expenditure not in excess of L.E. _M_, which are not covered by the approved budget, any approved expenditure prOgram or any apprOpriation. III. Relationships The Officer of the Mortgage Department will observe and conduct the following relationships. He may delegate por- tions of the conduct of such relationships to members of his Division, but he may not delegate his over—all responsibility or accountability for their prOper conduct. A. The Executive Vice—President 1. He is accountable to the Executive Vice—President for the fulfillment of his function, responsibilities and author— ity, and relationships, and for their prOper interpretation. 2. He will relieve the Executive Vice—President of adlninistrative detail as outlined in this Guide or as specified by the Executive Vice—President." 105 B. Department Officers He will coordinate his efforts and c00perate with the Department Officers and will seek and accept functional gui— dance from them on matters within their reSpective provinces. C . The Public He will conduct such relationships of the bank as are necessary to the accomplishment of his function. Assistant Cashier, Installment Loans I. Function As a line member of management, the Manager of the Instalhnent Loans Division is required to interview prospective customers, transmit policies 'associated with loaning of money, explain in detail procedures for securing loans and following through for securing completion of a loan; also is required to follow up on loans for non—payment and to foreclose if nec- essary, to assist in paying and receiving and conducting the general routine of the department. 106 II. Responsibilities and Activities Within the limits of his approved prOgram, bank policies and control procedures, the Manager of the Installment Loans Division is responsible for, and has commensurate authority to accomplish, the fulfillment of the duties set forth below. He may delegate to members of his division appropriate por— tions of his responsibilities, together with prOportionate author— ity for their fulfillment, but he may not delegate or relinquish his over—all re5ponsibility for results nor any portion of his ac countability . A'. Activities 1. Interview customers and try to work out ways and means whereby the bank can assist in financing automobiles and appliances. 2. Contact delinquent customers. 3. Foreclose and start seizure proceedings. 4. Survey past—due accounts. 5, Prepare survey of delinquent accounts. 6. Transfer balances on commercial accounts. 7. Balance all notes and cash. 107 B. Organization of his Division He will recommend changes in the basic structure and complement of his department. C. Personnel of his Division 1. Having ascertained the availability of qualified talent from within the company, he will hire personnel for or appoint employees to, positions other than in management within the limits of his approved basic organization. 2. He will recommend and approve promotion, demo-— tion and release of personnel. 3. He will prepare necessary job and position descrip- tions. 4. He will approve vacations and personnel leaves, except his own. 5. He will approve salary changes for personnel who receive not over L.E. as. D. Finance of His Divisions 1. He will prepare the annual budget. 108 2. He will administer funds allotted under the approved annual budget, or any approved extraordinary or capital ex— penditure program, or any apprOpriation. 3. He will recommend extraordinary or capital expen- diture prOgrams and apprOpriations. 4. He will administer fiscal procedure. 5. He will receive for review and recommendation the items of the annual budgets of other staff departments, and the field divisions coming within his province. 6. He will approve payment from allotted funds of Operating expenses and capital expenditures not in excess Of L.E. _M_, which are not covered by the approved budget, any approved expenditure programs or any apprOpriations. III. Relationships The Manager of Installment Loans will observe and con— duct the following relationships. . He may delegate portions of the conduct of such relationships to members of his department, but may not delegate his over—all responsibility or accountability for their prOper conduct. 109 A. The Executive Vice—President 1. He is accountable to the Executive Vice—President for the fulfillment of his functions, responsibilities and au— 'thority, and relationships, and for their prOper interpretation. 2. He will relieve the Executive Vice-President of administrative detail as outlined in this Guide or as specified by the Pre sident. B . Department Officers He will coordinate his efforts and cooperate with the Department Officers and will seek and accept functional gui— dance from them in matters within their respective provinces.' C. Others 1. In the conduct of these relationships, he will es— tablish and maintain those contacts necessary to the fulfill— ment of his function. 2. The Executive Vice—President may specify, from time to time, other relationships to be conducted by him. 110 D. The Public He will conduct such relationships outside the Company as are necessary to the accomplishment of his function. APPENDICES 112 Appendix A By—Laws and Articles of Incorporation Bank Misr , Inc . An Egyptian Joint—Stock Company Articles of Incorporation Article 1. Name. An Incorporated Joint-Stock Company under the name of "Bank Misr" has been established among the parties to this contract and those who may become shareholders of the shares designated hereafter. Article 2. Purpose. The object of the company is the performance of all bank Operations, such as loan discount func- tions on goods, bonds, bank notes, bills of exchange, commis— sions, accepting credits and deposits, Opening accounts and fund, sale and purchase of bonds and banknotes and participa— tion in issuing bonds and all other usual bank Operations. Article 3. Office. The head office of the company ad— ministration is Cairo (and the Board of Directors has the right to establish branches or agencies in any place be it in Egypt or abroad). 113 Article 4. Life. The duration Of this company is 50 years; Article 5. Stock. The capital of this company is lim— ited to L.E. 80,000 (eighty thousand Egyptian pounds) divided into 20,000 shares, the value of each being L.E.- 4. Paid in capital amounts to L.E. 80,000.. The capital may be increased by a decision of the General Assembly of the stockholders con- vened in an extraordinary session according to Article 33 men— tioned hereafter, but new shares may not be issued at a value less than its nominal one; if issued at a higher value, the in— crease shall be added to the legal reserve money. Its price must be paid at the time of the subscription. Article 6. Register. The shares are to be issued by name and from books to be kept in the head office of the com— pany, marked by its stamp and signed by two members of the Board of Directors. To each share is attached coupons hear— ing the number of the shares and the serial number Of the coupon. Article 7. Limitation. All stockholders are to be Egyptian subjects . 114 Article 8._ Disposal. Disposal of shares may be made by ceding them and registering the cession in the company books. An acknowledgment of cession must be submitted to the company, signed by the one who makes the cession, and an acknowledgment of its acceptance signed by the one to whom the cession isumade. The cession, whether with respect to the parties to the contract or the company, is not accomplished except by being entered into its registration books and the share marked, and both the company's register and the share must be signed by two members of the Board of Directors or two delegates appointed by the Board for this purpose. The com— pany may demand that the nationality of the one to whom the cession is made be proved by legal procedure as well as the authenticity of the signatures by the two parties to the con— tract. Article 9. R_.ights. The stockholder is entitled to a share in the prOperty of the company and its profits in pro— portion to the number of shares issued. Dividends and interests of each share is to be paid to the bearer of the coupon. Money realized from the assets of the company is paid to the stock— holders whose names have been entered into the company's register. 115 Article 10. Indivisibility. A share is indivisible and the company recognizes only one owner of it. All stockholders are legally considered bound by the rules of the company and O the decision of its General Assembly. Article 11. Inheritance. The death of a stockholder does not entail or change or make modification of the rights . and obligations of the stock. The heirs of the deceased stockholder or his representative may not claim the rights of a share except through one of them or a representative of all of them. Article 12. The stockholders are not obligated or re— quired to pay more than the value of their stocks. Article 13. Bonds. The General Assembly in an ex— traordinary session may decide to issue bonds of any kind, with whatever terms they agree, on condition that the value of these bonds should not exceed the amount of capital paid and recorded in the last approved company budget. Article 14. Board of Directors. Management of this company is vested in a Board of Directors consisting of a 116 minimum of nine members, and a maximum of fifteen, elected by the General Assembly. The founders have appointed, by exception, the first Board of Directors: H. E. Ahmed Medhat Yaken Pacha H. E. Yousef Asslan Kattawy Pacha Mohammed Talaat Harb Bey Abd—El Azim El-Masri Bey Abd-El Hamid El—Seyoufi Bey Eskander Mesiha Bey Dr. Fouad Sultan Esq. Abbas Passyoni Esq. Mr. Yousef Cicurel Esq. Ali Maher Bey The first Board of Directors shall hold office for three years. The terms of office of three members of the Board of Directors shall expire at the end of each year, thereafter. The retirement of directors will be first by lot, then by seniority. The retiring directors are eligible for re-election. Article 15. Vacancies. When one or more vacancies of the directors occurs during the interval between the meeting of two general assemblies, the Board of Directors will appoint directors to fill the vacancies for the remaining period, subject to approval by the assembly at the next assemblage. 117 Article 16. Each member on the Board of Directors is required to own a minimum of two hundred fifty shares. These shares shall be apprOpriated as a security against his conduct of affairs and may not be disposed of during his tenure of office. They are to be deposited with the treasurer of the company. A receipt will be issued to the director stating that these shares are apprOpriated for the afore—mentioned purpose. Article 17. Officers. The Board of Directors selects each year a president and a vice—president from the members of the Board of Directors. The Board of Directors will ap— point momentarily a president from the members of the board in case that the president and vice—president are absent or not available. The president and vice—president may be re— elected. Article 18. Meetings. The Board of Directors will meet as often as the welfare of the company requires, and at least once every month. The meeting shall be usually held at the head office of the company, or in any of its other branches in Egypt. Any meeting is illegal unless six of the 118 members are present. Decisions shall have the absolute Ina- 1 jority of members present. The President's vote shall favor any decision in case of equality of the votes. Article 19. Minutes. Minutes of the Board of Direc— tors are recorded and registered. They shall be signed by at least two members attending the meeting. Any c0py of the minutes of these meetings or its summary, if presented to any authority or court, should be signed by the president or vice—president as a counterpart of the original. Article 20. Duties. The Board of Directors has a free hand to manage the company, especially to pay all the primary fees and expenses required for the establishment of the company, _v_i__z_: registration, etc. , and to fulfill all the provisions contained in the company's contract, and any nec— essary legal measures therefor. The Board of Directors fixes the general expenditures for management and makes the policies and by-laws required for organizing and ach'ninistrating the company and the appoint- ment and dismissal of the General Manager or managers, heads of the departments, the employees or agents, defining their 119 duties, fixing their salaries, and if necessary, fixing the se- curities they should offer and the requisites for its withdrawal, purchasing and selling of prOperties and real estate, establish— ment of Branch Offices in Egypt or abroad, and all the rights and franchises, movable and immovable, leasing, renting and borrowing money on security, etc.; in short, carrying out all that is necessary for doing business in which the company is usually engaged. The Board of Directors has the right to give permission to draw, to transfer and to sell liquid assets owned by the company as well as to sue and defend the interests of the company at the law court, whether as a plaintiff or defendant, and to conclude agreements, reconciliations and arbitrations, ceding any right to which another party may be entitled, can— celing mortgages, invalidating the objections and ceding its franchise, whether the cession is rewarded or not, and decid— ing the manner in which the moneys of the company may be invested, including its reserve. In brief, the Board of Directors shall manage all the affirs of the company and safeguard its interests. 120 Article 21; Delegation of Authority. The Board of Directors may delegate all or a part of its authority to one or more of its directors, either for a definite period for all the work, or for special duties, and specify the fee for each job. Article 22. Liabilitx. The members of the Board of Directors are not held individually responsible, due to their exercising the management of the company, as regards the company contracts or obligations. Their responsibility is limited to the duties to which they are assigned. This ap— plies also to the director or to the two delegated directors. The General Assembly will fix the amount of the fees to be paid to the members of‘the Board of Directors for each period they attend meeting 3 . Article 23. Auditor. One or two Auditors from the stockholders or non-stockholders are appointed each year by the General Assembly. The latter may be re-elected. His duties include reporting the condition of the company, the budget and the accounts offered by the Board of Directors to the Gen— eral Assembly; supervising bond issuing and inspecting the 121 company books and Operations; and requiring the Board of Directors to convene the General Assembly in cases of emergency. Article 24. General Assembly. A legal convention of the General Assembly represents all stockholders, and the con— vention may not be held except in Cairo. All present, absent, disqualified and violators are bound by its decisions, which are final with regard to the interests of the company. (The General Assembly may grant the Board of Directors additional authority which may be deemed advantageous.) Article 25. Assembly Eligibility. Holders of five shares or more are admitted to the General Assembly. Every qualified stockholder may be represented by another stockholder who is a member of the General Assembly. Each member of the General Assembly or his representative shall have one vote for every five shares of the first one hundred shares or less that each of them may own. If he owns more than one hundred shares, then he shall have one vote for every twenty shares over and above the first one hundred shares, and one vote for every one hundred shares over and above the first one thousand shares. 122 Article 26. Ordinary Session. The General Assembly shall convene in Cairo in an ordinary session within the first three months of the following year on the basis of a call by the Board of Directors to audit the annual reports of the Board of Directors and the Auditor, discussing and approving the accounts, fixing the dividends to be distributed, electing the members of the Board of Directors, appointing a supervisor or supervisors, and fixing the fees of supervision. The Board of Directors may call the General Assembly for an extraordinary meeting. The Auditor may call on the General Assembly according to Article 23, previously mentioned. The Board of Directors should surmnon the General Assembly to meet on a request by at least ten shareholders owning one- tenth of the capital of the company. The request to summon the General Assembly for a meeting shall state the purpose of the summons, the names, titles, residence of those signing the request, the number and serial numbers of the shares they hold. Article 27. Summons. The summons of the General Assembly shall be sent by registered letter to each stockholder at least fifteen days before the meeting. Also, an announcement 123 of the meeting at the said date shall be published in one of the journals assigned to carry legal notices, stating whether the meeting is ordinary or extraordinary, and giving a very brief account of the matters to be discussed, other than those mentioned in Article 26 concerning the ordinary assembly. Article 28. Agenda. The Board of Directors shall pre— pare the agenda to be submitted to the General Assembly, whe— ther in an ordinary or an extraordinary session. The agenda shall contain only matters decided upon by the Board of Direc- tors, or those submitted to the board by the supervisor, or by at least ten stockholders owning one—tenth of the capital of the company. Article 29. Agenda Limitation. The General Assembly shall discuss only the matters contained in the agenda prepared by the Board of Directors or the auditor, if the meeting were called by him. Article 30. Quorum. Discussions of the General Assembly shall not be valid unless the meeting is attended by a nmnber of stockholders owning One-fourth of the shares of the capital; 124 otherwise the assembly shall meet again and its decisions will be valid, regardless of the number of stockholders present. Decisions will pass by absolute majority, and in case of equality of votes, the president's vote will favor the decision. Article 31. Rules of Order. The General Assembly shall be presided over by the president of the Board of Direc— tors, and in case of his absence, the vice—president will take over; otherwise a member of the Board of Directors delegated by the Board shall preside. The secretary will be appointed by the president of the Assembly. The ballots will be entrusted to two stockholders. Article 32. Assembly Minutes. Minutes of the assembly will be recorded in a special register assigned for this pur— pose. This register shall be signed by the president, secre— tary and the teller. A list of votes of those present or those who are being represented shall be made, showing the number of shares owned by each of them, and signed by the committee mentioned in Article 31, and affixed to the memorandum of the meeting. 125 Article 33. Quorum Limitations. Contrary to Article 30, the deliberations Of the General Assembly are not consid— ered legal as regards the dissolution of the company or length- ening of its duration, modification of its organization, extension of the authority of the Board of Directors, increase or decrease of its capital, borrowing of money through issuance of bonds or consolidation with other corporations unless the shares owned by those present and those who are being represented exceed by at least one share the three—quarters of the total number of the company's shares. Decisions concerning such matters are rendered valid only when approved by members owning at least one—half of the company's capital. If the meeting is not attended by a nmnber of stock— holders representing three—quarters of the capital, the Assembly may pass temporary decision by the majority of the votes of the stockholders present. In this case, the Assembly .should be summoned for another meeting and the temporary decisions should also be mentioned before the meeting. These decisions become final after being approved in the second assembly by the absolute majority of those who are present, and in this 126 case a number of the stockholders representing at least one— fourth of the capital of the company is required to attend the second meeting, whether in person or by delegation. Article 34. Fiscal Year. Accounts of the first fiscal year are closed on December 31 of the year in which the com- pany is legally established; henceforth the fiscal year is to begin on January 1 and end December 31. Article 35. Division of Profits. The income of the company shall be appropriated first for paying the expenses of the company and for its management and paying the interests of bonds and loans; what remains is the company's profit, of which the following are to be deducted: l. The ten per cent to constitute the legal amount Of reserve. 2. A sum of money enough to distribute five per cent interest on the shares. Ten per cent of the remaining, henceforth, is deducted for the Board of Directors and the rest is distributed among the stockholders unless the General Assembly decides to apprOp— riate all or part of it for extraordinary reserves. 127 If 'in any year the usual profit is not sufficient for distributing five per cent interest on the shares, this should be supplemented by money drawn first from the extraordinary reserve, then from the legal reserves. Article .36. Reserve. If the legal reserve amounts to one—half of the company's capital, no deduction of the portion apprOpriated for it is to be made; if, however, the reserve is less than that, deduction of the ten per cent is to be resumed to reach one—half of the company's capital. Article 37. Interest. Interest on the shares is to be paid annually at the dates and places agreed upon by the Board of Directors. Interest which is not claimed during the five years following the date on which they are due shall be ac— quired by the company. Article 38. giggnization Amendlnent. The General Assembly has the right, so long as it is formed in the manner mentioned 'in Article 33 and on the suggestion of the Board of ' Directors, to make the necessary changes in that organization, and particularly as regards the following: 128 To change the name of the company. To increase or decrease the capital. To transform all or part of the capital into shares. To prolong or shorten the duration of the company. To dissolve the company before the end of its dura— tion or consolidate it with other companies or cede all or some of its assets to another company. These are given as examples only; nevertheless the General Assembly is not entitled to issue decisions, the object or the result of which may contradict the purpose for which the company has been established or which may not be in ac— cord with the two decrees of the Council of Ministers issued in the official journal number 48, May 6, 1899, and number 61, June 4, 1906. Article 39., Publications. All amendments made in the organization of the company shall be published in the offi— cial journal or in the journal assigned to publish the legal notices at the Mixed Court of Egypt, of which a cOpy shall be deposited with the afore—mentioned court. Article 40. Dissolution. The company is considered dissolved when it loses half of its capital. 129 Article 41. ' Liquidation. In the case of the dissolu— tion of the company for any reason whatsoever, the General Assembly, acting on the suggestion of the Board of Directors, shall decide the manner in which the clearance may take place and the appointment of those who may conduct the clearance, and their responsibilities. Those who may conduct the liquida— tion (clearance) by permission of the General Assembly have the right to cede all or some of the company assets to any person or any company in return of cash money or stocks and bonds whose price is already paid, or anything else. During the period of clearance, the General Assembly shall retain all its duties and authority as if the company were still existent, and particularly it has the right to supervise and approve the accounts of the clearance and the discharge of its conductors from responsibilities. Article 42. Suits. Suits which may concern the com— mon interest of the company cannot be filed against the Board of Directors or one of its members except in the name of all the stockholders in accordance with a decision made by the General Assembly. Any stockholder who wants to file such a suit is required to notify the Board of Directors of his intention 130 I thirty days before the meeting of the General Assembly, and the Board of Directors shall include the matter in the agenda of the General Assembly. If the General Assembly decides to reject it, no other stockholders can take up the matter again on his behalf, but if it is accepted the Assembly shall appoint one or more representatives to conduct the case. All legal notices should be served upon this representative; other— wise they shall be considered invalid. Cairo, March 8, 1920. No. 131. Examined in the Office for The Registration of Deeds at the Mixed Court, Cairo, to certify the signatures of: H. E. Ahmed Medhat Yaken Pacha H. E. Yousef Asslan Kattawi Pacha Mohammed Talaat Harb Bey Abd E1 Azim El Masri Bey Abd El Hameed E1 Seyoufi Bey Dr. Fouad Sultan Bey Iskander Mesiha Esq. Abbas Bassyouni E1 Kha‘tib Esq. The signatures above are made in our presence and the presence of the two witnesses. Cairo, March 8, 1920 Signature: Officer of the Official Deeds Court Stamp Suckroo g 131 Appendix B Bank Misr Egyptian Incorporated Joint-Stock Company Law No. 40, Year 1941 Concerning Government Interest to Solidify Bank Misr (Egyptian Incorporated Joint—Stock Company) Published in "E1 Wakae El Misria" No. 99, Year 112 Issued on Monday 3 Ragab 1360 A.H. (July 28, 1941) and Decision of Cabinet of Ministers Concerning the Modification of the two Articles 8 and 25 of the Bank's Constitution Published in Supplementary of "E1 Wakae El Misria" Issued on Thursday 25 Safar Year 1361 A. H. (March 12, 1942) 132 Law No. 40, Year 1941 Concerning Govermnent Interest to Solidify Bank Mis‘r (Egyptian Incorporated Joint—Stock Company) We, Farouk lst, King of Egypt, The Senate and the House of Representatives passed the following law, which we approved and issued: Article 1. As a security undertaken by the government on behalf of those who have deposits in "Bank Misr" according to a Parliament's decision March 28, 1940, and in fulfillment of the objectives outlined in the said decision, the government .is permitted to draw from the General Reserve: 1. The sum of L.E- 1, 101,664 mentioned in the re— serve under the name of "Moneys assigned for industrial loans and loans for COOperative societies." This sum is apprOpriated for the abrogation of the items entered under the same name and of the same sum in "Bank Misr Deductions" in its final account for the year ending December 31, 1940. 2. Bonds from Egyptian debt, unified and special, of which the actual value is L.E. 1,155,779, transferred to the credit of Post Savings Box for the cancellation of an equal amount in an item mentioned in "Bank Misr Deductions" under 133 the name of "Post Savings Box" in its final account for the year ending December 31, 1940. The Bank shall undertake the management of the items of balance with which its debts have been cancelled and divided between the government and the bank, the revenue accruing from the afore—mentioned items over and above the assessment given in the budget approved as a basis for this settlement with the ratio of 3:1, respectively. Article 2. To reorganize Bank Misr according to the afore—mentioned decision on March 28, 1940, the following measures shall be taken, and organization of the bank and the companies affiliated with it shall be modified accordingly. 1. The capital of the bank shall remain unchanged at the value of L.E. 1,000,000. The bank, therefore, may assign L.E. 350,000 resulting from the profits of some of its companies to make up for its losses besides its reserve and the profits of the two fiscal years, 1939 and 1940, and the sums mentioned in the preceding article. The government may take from the General Reserve bonds of the debt of Egypt, unified and special, of which the 134 real value is L.E. 150,000 carried over to the credit of the Post Savings Box for the cancellation of an equal amount in an item mentioned in Bank Misr Deductions under the name of "Post Savings Box. " The amount taken shall be given back to the government in accordance with the provisions of Article 2, Section 5. 2. One thousand basic shares shall be issued having no fixed value. These shares shall be given to the govern— ment as its own prOperty in return for its interest to consoli— date the bank by a mutual agreement between the government and the bank. A share may be divided into ten parts to be sold only to Egyptians; the shares participate in the distribu— tion of the profits, as explained in Section 5 of this article, as well as, if necessary, in the distribution of the bank's capital and reserve. In this case, the shares shall be in the ratio of the average allotments to the total and sum of the last five years profit. 3. The government shall appoint a representative at the bank whose responsibilities are to control the execution of the provisions of this law, the decision and the measures taken for its fulfillment and for the bank organization. 135 The representative shall report any violation or any conduct harmful to the bank's interests to the Board of Direc— tors. If the report is not taken into consideration, he shall submit a report of the matter to the Minister of Finance. 1"“ ' iii '. ’ Legally, he is entitled to attend all the meetings of the Board r-‘ *3. of Directors and the General Assemblies; he shall have an ad— visory vote in all matters. s i'f' i‘ ' .“rhi—“I 4. The executive or executives appointed by the Board of Directors will submit their decisions to the Cabinet for approval. The Minister of Finance after authorization by the Cab- inet will ask for the concession of the extraordinary General Assembly through the Board of Directors. 5. The profits of the bank shall be distributed accord-— ing to the following order and percentages: (a) Ten per cent for the reserve stated in the bank ordi— nance. (b) Sufficient funds to pay a profit of five per cent of the total nominal capital of the bank, namely L.E. 1,000,000, to the stockholder s . 136 (c) The remainder shall be distributed as follows: Twenty-five per cent to basic shares. This percentage is raised to thirty—five per cent when the sum Of L.E. 150,000, indicated in part (a) of this F" Article, is completely paid back. Forty—five per cent to pay the above mentioned L.E. 150,000 to the government, and when it is fully paid, thirty-five per cent is allotted for a special re— serve. Five per cent fee to the Board of Directors. Twenty—five per cent is allotted, according to the suggestions of the Board of Directors approved by the General Assembly, for an additional profit to be paid to the stockholders or for accumulating a special reserve. Nevertheless the above—mentioned sum of L.E. 150,000 should be fully paid back to the govern— ment before any or all is allotted as a profit to the stockholders. To make this law effective in the first three years, the share of the basic shares is added to the reserve allotted to pay back the above—mentioned sum of L.E. 150,000. 137 6. The prosperous companies of Bank Misr shall transfer what has been held as fixed deposits of its accounts to the bank to stocks or bonds and are Open to subscription. The priority of subscription is to those who have deposits F“ and the stockholders of Bank Misr. The transfer should be 1’- performed within one year from the time this law is put into 3 effect. “by A_ |_ _ 7. The nominal stocks of these companies owned by Bank Misr are transferred to nominal stocks to their bearers preliminary to future handling among the public, by conditions made with the government, taking care that no bearer will have stock over twenty—five per cent of the total of any one comp any. Article 3. The govermnent, with the agreement of the Board of Directors of Bank Misr, is allowed to introduce a1— terations to the bank regulations, other than those mentioned in previous articles, other alterations concerning the transfer of the nominal stocks and the privilege of taking part in the discussion of the General Assembly, which purpose _is for better administration and protection of the stockholders' bene— fits. 138 Article 4. Alterations which are decided, putting this law into effect, may not be changed without permission of the government. Article 5. According to special circumstances concern— ing the two fiscal years, 1939 and 1940, and to reorganize the bank, the representative of the present members of the Board of Directorsis considered valid and similarly is the case of those members who are appointed to complete the number of the Board of Directors or are appointed to replace other mem— bers. This continues to be true until the General Assembly of the year 1942. The budget and the accounting for the prof— its and losses for the two years 1939 and 1940 should not be presented to the General Assembly and hence shall not require its decision. Also the appointment of the two controllers by the Board Of Directors in the year 1940 is considered valid. The Board of Directors is authorized to evaluate the controllers' fees for revising the accounts of the two years, 1939 and 1940. The controllers are not authorized to convene the General Assembly according to Article 23 of the bank organization and shall not be responsible for not asking the General Assembly to convene. _'. hm: 'V tin-‘1»: 1“ 3a.-.. 139 Article 6. In the application of the law concerning a special tax on the extraordinary profits, the companies of which Bank Misr at least owns seventy-five per cent of its stock, are considered as an inseparable part of the bank. Accordingly, what remains of its profits—after distributing the profits among the stockholders and forming its reserves—to pay back the sum of L.E. 150,000 mentioned in part (a) of Article 2, when the sum is fully paid back, this remainder is submitted with the special reserves of the bank. Article 7. The Minister of Finance is to put this law into effect and he is authorized to make necessary decisions and preparations in this respect. This law will go into effect the date it is published in the official journal. We ordered that this law be stamped with the nation's seal, published in the official journal and put into effect as a natiOnal law. Issued in Abdin Palace Gamadi, E1 Akhira, Year 1360, (July 24, 1941). 140 Minister of Finance Farouk Abd El Hamid Badawy By order of H. M. The Premier. Hussein Sirri "E1 Wakae E1 Miasriah" No. 99 (Year 112) Issued Monday Ragab 3, Year 1360 A. H. (Corresponding to July 28, 1941). 141 Cabinet of Ministers Decision After taking cagnizance of Article 3 in the Law No. 40, Year 1941, concerning government interest to solidify Bank Misr ("Egyptian Incorporated Joint—Stock Company") and after taking COgnizance of the two Articles 8 and 25 of the mentioned bank's Constitution and on the basis of what has been submitted to us by the Minister of Finance and with the agreement of the Board of Directors of the bank, the Cabinet of Ministers de— cided on March 10, Year 1942, to modify the two articles 8 and 25 of mentioned bank's constitution as follows: Article 8. Disposal of stocks may be made by ceding them and registering the cession in the company books. An acknowledgment of the cession must be submitted to the com- pany signed by the one who makes the cession, and an acknowl— edgment of its acceptance signed by the one to whom the cession 'is made. 'The cession, whether with respect to the parties to the contract or the company, is not accomplished except by being approved by its Board of Directors and by being entered into its registration books and the share being marked, and 142 both the company's register and the stock must be signed by two members of the Board of Directors or two delegates ap— pointed by the Board for this purpose. The Company may demand that the nationality of the one to whom the cession is [‘1 made be proved by legal procedure as well as the authenticity of the signatures by the two parties to the contract. Article 25. Holders of 20 (twenty) shares, at least, i’ are admitted to the General Assembly. Every qualified stock— holder may be represented by another stockholder who is a member of the General Assembly. Each member of the Gen— eral Assembly or his representative shall have one vote for eve ry twenty share 5 . Prime Minister Moustafa E1 Nahas (Supplement "El Wakae E1 Miasriah" No. 49 — issued Thursday 25 Safar Year 1361 A.H. [March 12, 1942].) BIBLIOGRAPHY Bank Misr, Annual Reports to the Board of Directors (1940 to 1949). Bank Misr, 1920 t_o_ 1945. Misr Printing Company, 1945. Bauer, John, Effective Regulation _o__f_ Public Utilities (New York: The Macmillan Company, 1925). Bonbright, James C. , and Gardiner C. Means, The Holding V Company, McGraw—Hill Book Company, Inc. , New York and London, 1932.. Cornell, William B. , Organization and _Mapagement (New YOrk: The Ronald Press Company, 1947), Third Edition. Hafez, Afifi Pacha, President of Bank Misr. Speech delivered on the occasion of the government solidification of the Bank Misr, July 24, 1941. Misr Printing Works, 1941. Hall, George Lawrence, The Management Guide, Standard Oil Company of California, 1948. Harb, Talaat Pacha, Collection pf Oration (Cairo, Egypt: Misr Printing Works, 1937). Mosher, William E. , and Finla G. Crawford, Public Utility Regulations, Harper and Brothers Publishers, New York and London, 1933. Moulton, Harold G. , Financial Organization _o_f Society (Chicago: The University of Chicago Press, 1925), Second Edition. Mund, Vernon A. , Government and Business (New York: Har— per and Brothers, 1950). Pamphlet on Bank Misr Companies, 1920 to 1945. Misr Print— ing Works. 144 Raushenbush, Stephen, The Power Fight (New York: New Re— public, Inc., 1932). Rodkey, Robert G., The Bankipg Process, The Macmillan Company, 1928. Waterman, Mervin H. , Financial Policies _o_f Public Utilitx Holding Companies (Ann Arbor: University of Michigan School of Business Administration, Bureau of Business Research, 1932). Westerfield, Mongx Credit and Banking (New York: The Ronald Press Company, 1939), Third Printing. R033 8% OftLY MIC 1111111111] 111113171! I1 111161111111 It‘ll!“