Noureldin Ghandour

Ensure the legal standing, maintain and update the Governance Framework and policies.
 Moniter the compliance with the requirement of the framework.
 Provide legal effective support to the Shareholders, Board, and executive management Team.
 Mange the relation with the external Advisors/Lawyers/Law firms.
 Apply sound corporate governance and active BOD.Ensuring the legal standing and the compliance with the Articles of Association, the Companies Act and other related
legislation.
 Maintaining and update governance framework and monitor compliance with the
requirements of the framework.
 provide an effective Legal and Governance support for the APE executive team.
 Managing relations with external law firms.

Administration and attendance at the Shareholders, BoD, and sub committee’s meetings, sending out notices/invitations, preparing agendas, and taking the minutes
of meetings.
 Ensuring that board resolutions have been considered and well implemented.
 Preparing the Authority Matrix for ASYAD and its affiliated Company.
 Ensuring that the invitations/notices are sent to the Shareholders, BoD and
Committees members in the right time as per the AoA of the company and as per the
internal policies.
 Ensuring that the invitations/notices/agendas were shared with the right persons.
 Proposing the agendas according to the needs/requirements of the business cycle, the
government, regulatory, and the law.
 Controlling meetings attendance and circulating meeting materials before the
meeting.
 Being the link between the Shareholders/BoD/ Committees and the management.
 Maintaining and managing the security of all the docs related to the Company.

• Overseeing and directing the Legal Secretarial function, and support for the Board of Directors and acting as liaison between senior management and the Board;
• Advising the Board of Directors particularly, independent directors on corporate governance;
• Advising on application of CITC and legislation;
• Monitoring and advising on governance best practice and emerging trends with external law firms dealing with company secretarial functions;
• Arranging for meetings of the Board of Directors, taking and keeping the minutes of such meetings;
• Signing corporate documents and attending to corporate notices and correspondence and conducting relations with the shareholders on matters concerning corporate policy and shareholders meetings;
• Preparing the content of the Directors’ Corporate governance and remuneration reports in the Annual Reports;
• Maintain and ensuring compliance with policy on use of the company’s statutory auditor;
• Ensuring the company complies with the provisions of its memorandum and Articles of association;

 Advising new businesses for ITC on formation of corporations and business.

structures, responsible for managing Contracts and legal department by drafting.

and executing contracts that accurately reflect techno commercial negotiations.

and agreements in accordance with company policies, procedures, regulatory framework and applicable laws.

 This position is also responsible for advising the management of ITC on commercial & contractual related issues including government relations and to
represent the company legal matters.

 Reviewing and drafting other legal documents including mutual NDAs, handling contractual disputes, insurance policies, memorandums of understanding, letters of intent, and trade promotion materials, Statements of Work, Articles of
Associations and commercial proposals.

 Providing qualitative, timely, accurate and sound legal and commercial advice to the organization across its end to end operations.

 Provide assistance to C-level with special & Complex projects as needed.

 Develop the legal reviewing framework for junior legal team.

 Dealing with the issues raised with law firms, CITC, Ministry of Commerce, Municipalities, etc.

 Reviews all contracts, keeping the management fully advised of any risk(s) and related implications applicable to each contract which has arisen or might arise that could affect the business/projects with a plan for mitigation of such risks.

Alternatively obtain necessary consent to proceed.

• Senior Legal Counsel responsible for telecoms legal division in for Sudan, South Sudan, Uganda & Ethiopia;
• Global responsibility for legal affairs of the telecoms business with responsibility for managing a team of lawyers around and outside the country. Provided project-based commercial advice on large IT contracts, commercial contracts, company sales and acquisitions, IPR matters and compliance with all Mobile operators in Sudan, South Sudan, Uganda and Ethiopia, such like ZAIN Sudan, MTN Sudan and SUDANI;
• Drafting, reviewing and negotiating a wide variety of commercial agreements, including affiliation agreements, software/IT agreements, marketing and distribution agreements, financing agreements, confidentiality agreements, services, outsourcing, consultancy, real estate agreements, one stop shop, value added services and Sponsorship agreements;
• Advising on outsourcing, IP, IT, telecoms.
• M&A and general company/commercial law gained both in private practice and in house.
• Head of Legal for a company;
• Advising and dealing with all material legal and commercial issues across region of Sudan, South Sudan, Uganda & Ethiopia.
• Skilled in multi-jurisdictional negotiating and drafting of commercial contracts including equipment supply, (Handsets for mobile operators Telecoms Equipment MSC/HLRs /Radio/ IP equipment’s;
• Software/System licensing, outsourcing, support and maintenance, joint ventures, procurement contracts, business and company acquisition, disposal and general commercial contracts;
• Participated in all Huawei annual Legal conference in Dubai;

Commercial Legal Affairs Senior Manager Duties:
• Court cases with specified firms and lawyers;
• Contracts;
• Companies, Business Names, Trade Marks Registration;
• Public and private institutes related procedures handling;
• Documents Controlling (including: filing, revisions, distribution, document tracking...etc.);
• Issuing reports;
• Shareholders, Board and committees meetings;
• Legal & regulatory matters which may come up at the meetings;
• Drafting MOM (Minutes of Meetings) of Board and committees meetings;
• Understanding all company records.
• Responsible for shareholders relations;
• Embassies and Consuls correspondences related procedures follow up;
Company Secretary Duties:
• Overseeing and directing the Corporate; Secretarial function, including support for the Board of Directors and acting as liaison between senior management and the Board;
• Advising the Board of Directors particularly, independent directors on corporate governance;
• Advising on application of NTC and legislation;
• Monitoring and advising on governance best practice and emerging trends with external law firms dealing with company secretarial functions;
• Arranging for meetings of the Board of Directors and keeping the minutes of such meetings;
• Signing corporate documents and attending to corporate notices and correspondence and conducting relations with the shareholders on matters concerning corporate policy and shareholders meetings;
• Preparing the content of the Directors’ Corporate governance and remuneration reports in the Annual Reports;
• Maintain and ensuring compliance with policy on use of the company’s statutory auditor;
• Ensuring the company complies with the provisions of its memorandum and Articles of association;