Governance
Institutional
Architecture
The decision-making architecture behind every acquisition: documented criteria, committee oversight, and a named body accountable at each gate.
01
Supervisory Board
The Supervisory Board, chaired by founder Spas G. Kostov, is the holding’s apex governance body. It appoints and oversees the Board of Directors, safeguards the founding charter, and exercises ultimate oversight of strategy, capital allocation, and the stewardship of the companies we own.
02
Board of Directors
The holding is governed by its Board of Directors, chaired by Spas G. Kostov, founder and Chairman of the Supervisory Board. The Board carries ultimate responsibility for strategy, capital allocation, and the stewardship of the companies we own.
03
Audit Committee
The Audit Committee oversees the integrity of financial reporting, internal controls, and independent audit. It reviews the annual accounts, examines the internal control environment across the holding and its portfolio companies, and reports its findings directly to the Board.
04
Investment Committee
Every acquisition is reviewed by the Investment Committee — led by the Chief Investment Officer, Dr. Helena Voss — against documented criteria: business quality, valuation discipline, transformation potential, and capital adequacy. No acquisition proceeds without committee approval.
05
Risk Committee
Risk is assessed at acquisition — market, operational, currency, and regulatory — and monitored throughout ownership through structured portfolio review, with Board oversight of concentration, leverage, and liquidity.
06
Legal & Compliance
Every transaction is executed with local counsel in each jurisdiction. Where activities fall within regulated markets, they are undertaken only under appropriate authorisations and with compliant structures.
07
Investment Process
Origination → Screening → Management Access → Due Diligence → Structuring → Acquisition → Transformation → Exit. Each stage is gated by documented criteria and committee oversight — there is an institutional process behind every decision.
08
Conflict Management
As a permanent-capital holding, we invest our own capital alongside our partners and do not manage third-party funds. Conflicts of interest are managed through Board-level oversight and disclosure to counterparties.
09
Responsible Investment
We invest as long-term owners. Governance quality, workforce stability, environmental responsibility, and operational sustainability are part of how value is created — not external considerations.
Independence & Conflicts
How We Manage Conflicts
EL Engineering Industrial Holdings is both a principal investor and an adviser. Advisory and principal mandates are separated by process, and any interest the firm holds in a transaction is disclosed to the counterparty before the mandate proceeds.
Disclosure
Any interest the firm holds in a proposed transaction — direct or indirect, advisory or principal — is disclosed to the counterparty before the mandate begins, and recorded in the engagement file.
Information Barriers
Advisory mandates and principal investment activity operate under separation: information held for one mandate does not inform another without documented approval.
Committee Recusal
Any member of the Investment Committee with a personal interest in a proposed transaction is recused from its deliberation and vote, and the recusal is recorded.
Governance Structure
Supervision & Accountability Chain
Four layers, one direction of accountability: from the Supervisory Board down to the operating teams — each layer exercises a defined mandate over the one it oversees.
Supervisory Board
Oversight & Governance Layer
Supervises, appoints, evaluates, and oversees the Executive Board.
Executive Board / Directors
Management & Operational Layer
Leads operations, strategy execution, transactions, and business development.
Senior Leadership
CEO, MD MENA, CIO, Functional Heads
Manages day-to-day activities, origination, portfolio operations, and cross-border execution.
Operating Teams & Functions
M&A, Strategy, Legal, Finance, Operations
Investment Process
Origination → Screening → Investment Committee → Exit
Every investment passes through eight gated stages — each governed by documented criteria and committee oversight. There is an institutional process behind every decision, and a named body accountable at each gate.
01
Origination
Proprietary opportunities surfaced through local networks.
02
Screening
Evaluated against documented investment criteria.
03
Investment Committee
No acquisition proceeds without committee approval.
04
Due Diligence
Local diligence — legal, financial, operational, regulatory.
05
Investment
Capital committed as a principal under committee terms.
06
Governance
Boards, controls, and reporting discipline installed.
07
Value Creation
Operational transformation and international market access.
08
Exit
Realisation on the merits of the business, when the case for holding ends.
Investment Committee — Terms of Reference
Mandate
Approves every acquisition and divestiture against documented criteria: business quality, valuation discipline, transformation potential, and capital adequacy.
Composition
Chaired by the Chief Investment Officer, Dr. Helena Voss, with the Chief Executive Officer and the Chairman. External counsel and specialists are engaged per jurisdiction.
Approval Gates
No capital is committed without documented committee approval. A single decision body — accountable to the Board, on the record.
Conflicts
We invest our own capital and manage no third-party funds — no fee stack, no misaligned incentives. Conflicts are managed through Board oversight and disclosure to counterparties.
Risk Framework
Market, operational, currency, and regulatory risk assessed at acquisition and monitored throughout ownership through structured portfolio review.
Record & Auditability
Every decision, and the criteria applied to it, is documented — so that partners and counterparties can examine the process behind any position.
The People Behind the Process
Governance is exercised by people. Meet the Board and executive leadership responsible for every decision described above.
Leadership & Board