Board characteristics considered in this study include board size, presence of outside directors, CEO– Chairman duality and gender diversity on the board. Firm performance is measured by return on assets (ROA) and Tobin’s Q. This study includes firm age, firm size and industry type as control variables. The author tests the hypotheses on longitudinal sample of 70 firms over six-year period from 2005 until 2010. The sample includes the most active firms (EGX 100) on the Egyptian stock exchange. Empirical analysis is undertaken using pooled OLS and FGLS regressions after adopting the prerequisite tests and after detecting the absence of endogeneity between the variables. This study makes a number of contributions to the existing literature. First, it provides a better understanding of the overall picture of Egypt’s internal governance mechanisms. The findings also contribute to our understanding of how corporate governance in Arab countries is practised in general and in Egypt in particular. Second, an important finding about Egyptian firms is that in the presence of the non-mandatory code, the board of directors is not effective in implementing proper corporate governance practices. This view is supported by the low level of compliance and the weak legal system. Governance in Egyptian-listed firms is achieved spontaneously through other factors, such as ownership.