ΜΕΤΚΑ | SUSTAINABILITY REPORT 2015 - page 64-65

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MYTILINEOS HOLDINGS SUSTAINABILITY REPORT
2015
der the respective Activity Sector General Managers and are fully
responsible for the results and operational planning of their par-
ticular Activity Sector.
The Activity Sector General Managers have the following respon-
sibilities:
• Develop the strategy and set the strategic objectives for their Ac-
tivity Sectors, taking into account the Group’s vision and strategy.
• Direct the Management Teams of their Activity Sectors towards
attainment of the aforementioned objectives.
• Develop the necessary guidelines and support the members of
the Management Team of their Activity Sectors in their every-
day tasks and deal with adversities whenever and wherever re-
quired.
• Ensure that the current business plan is successfully imple-
mented and explore and identify opportunities for business
growth.
• Ensure that the Key Performance Indicators match the Group’s
strategic objectives.
Key elements of Corporate Governance
• The Board of Directors sets, grants and revokes by its resolu-
tions the authorities and responsibilities granted to the Gener-
al Managers and Managers, in accordance with the structure
shown in the Group’s Organisational Plan.
G4-35
• With regard to the procedures for nomination and election of
Board members, the Chairman of the Board and CEO, in collab-
oration with other Board members and especially with the Re-
munerations Committee, examines the CVs of candidate Board
members and the information contained therein which guaran-
tees their independence, in order to make sure thatall require-
ments, such as specialisation and experience but also availability
in terms of time, which will allow them to contribute substantial
work as Boardmembers, aremet. The criteria used to elect Board
members include, among others, specialisation, independent
membership, academic qualifications, managerial capability and
honesty, as well as professional or other experience, as the case
may be, which can contribute to the more effective management
of the issues of interest to MYTILINEOS HOLDINGS S.A. and, by
extension, the issues of interest to the Group companies.
G4-40
• The procedure for evaluating the effectiveness of the Board
Members and Committees takes place at least once every
two years. The Chairman of the Board presides over this pro-
cedure and the relevant results are discussed by the Board in
a special meeting held for this purpose. Based on the evalu-
ation results, the Chairman takes measures to deal with any
weaknesses identified. The Board evaluates the Chairman at
least once every two years in a separate meeting chaired by the
Vice-Chairman.
G4-44
• In addition to the evaluation procedure, in the regular and ex-
traordinary Board meetings extensive references are made, if
judged necessary by the Chairman and CEO, to the economic,
environmental and social performance of the Group and of its
subsidiaries, followed by the evaluation ofthe performance of the
Board members in relation to these issues. The relevant infor-
mation is secured through the information available to the CEO
through his participation in the Boards of Directors of the individ-
ual subsidiariesand from the reports submitted to the Board’s
executive members through the management hierarchy, in line
with the latter’s duties.
G4-43
• The Board of Directors constantly reviews, on an on-going basis,
the corporate strategy and the principal business risks, espe-
cially so in an ever-changing financial and business environ-
ment. Moreover, the Board receives at regular intervals reports
on the audits carried out by the Audit Committee, based on the
annual schedule of audits planned by the Company’s Internal
Audit Department.
G4-45
• With regard to “conflict of interest” situations, the existence of
independent and non-executive Board members prevents the
occurrence of circumstances which might encourage or lead to
such conflicts. In collaboration with the Human Resources De-
partment, the members of the Group’s Board of Directors have
developed and are applying procedures to prevent any likeli-
hood of conditions giving rise to conflict of interests from arising.
These procedures include continuous monitoring and dissem-
ination of information on the need to prevent such conditions
from arising, as well as procedures for their early identification,
should they arise.
Additionally, the audits conducted by the Internal Audit Division
also address, for each audited subject, the likelihood of occur-
rence of a conflict of interests in violation of the policies of the
Group companies. Indicatively, the Internal Audit Division:
(1) Reports to the Audit Committee and to the Board of Direc-
tors cases of conflict between the private interests of the Board
members or of the Company’s Management Executives and the
Company’s interests, of which (conflicts) it becomes aware in the
course of its duties.
(2) Audits the relations and transactions of the Company with
its affiliated companies, as well as the relations of the Compa-
ny with the companies in whose share capital members of the
Company’s Board of Directors or Company shareholders hold a
stake of at least 10%.
Finally, the Group’s Professional Ethics Code includes a specific
provision on the prevention of conflicts of interests, with reference
to the procedure to be followed by all employees, i.e. Management
Executives, Administrative employees or Technical and Labour
personnel, for preventing such circumstances from arising.
G4-41
• The role of the BoD in the development, approval and revision
of the values, mission, strategies, policies and objectives related
to the economic, environmental and social impacts of the Group
companies’ operation, is defined as a function of its core respon-
sibilities, which are:
- To adopt and implement the overall Company policy, on the basis
of the recommendations and proposals made by the Company’s
General Managers and Directors.
- To draft the Company’s annual budget and business plan, to set
and achieve profitability targets, to monitor the Company’s pro-
gress and to control large capital expenditure items.
- To define the Company’s strategy and business risk manage-
ment policy.
G4-42
Concerning to the number of BoD meetings we note that Mytiline-
os S.A. is a holding company, enlisted with the Athens Exchange
Stock market. Pursuant to the Greek Law, the Articles of Asso-
ciation of the company and respective Shareholders’ resolutions
regarding delegation of authorities within the BoD, collective ac-
tion of the members of the BoD is required for provision of any
corporate guarantee in favor of any third party, including compa-
nies-members of the Mytilineos Group.
Taking into consideration the extended activities of the Group
members, Mytilineos is very often requested to provide Parent
Company Guarantee in favor of daughter companies to bank in-
stitutions, suppliers and/or in the course of tender calls. For such
guarantees to be granted, the members of the BoD must act col-
lectively, meaning there needs to be a respective resolution for
each guarantee depicted in minutes to BoD meeting. Considering
also how often such guarantees are being requested by Mytili-
neos and that respective resolution is always prerequisite before
validly entering into a guarantee agreement, it is not feasible to
schedule several respective resolutions in a single meeting agen-
da (e.g. on a monthly basis).
However, it is kindly noted that no administrative or other cost in-
curs to Mytilineos due to these resolutions. It is a typical require-
ment and respective minutes are being drafted and signed by all
members of the BoD without a meeting of the BoD having taken
place pursuant to art. 21, para. 5, of Greek Codified Law 2190/1920.
More specifically, out of the total number of 72 minutes of the BoD
for the year 2015, 53 of them are drafted and signed by all mem-
bers of the BoD without a meeting of the BoD having taken place
pursuant to art. 21, para. 5, of Greek Codified Law 2190/1920 (as
stated at the end of each one). More specifically, out of the total
number of 72 minutes of the BoD for the year 2015, 53 of them are
drafted and signed by all members of the BoD without a meeting
of the BoD having taken place pursuant to art. 21, para. 5, of Greek
Codified Law 2190/1920 (as stated at the end of each one).
2.
The Activity Sectors of the MYTILINEOS Group companies:
Activity Sectors are defined mainly as a function of the economic
activity sectors in which every subsidiary of MYTILINEOS
HOLDINGS S.A. develops its business operations. The persons
in charge of the Group’s Activity Sectors have extended
managerial responsibilities and executive authority. Moreover,
these persons may also be appointed as Managing Directors of
the Group’s subsidiaries operating in the corresponding Activity
Sector. The selection of General Managers by the Company’s
Management is based, inter alia, on their successful track
record and professional experience in the corresponding
activity sector.
Responsibilities of the Group’s Activity Sector General Managers
The Managing Directors of the Group’s subsidiaries come un-
COMPOSITION OF THE GROUP’S BOARD OF DIRECTORS (31-12-2015)
G4-38
FULL NAME
STATUS
Evangelos G. Mytilineos
Chairman of the Board and Managing Director (CEO) of MYTILINEOS HOLDINGS S.A., one of Greece's leading
business Groups. He is also Chairman of the Board of Protergia S.A. and Vice-Chairman of the Board of ALUMINIUM
OF GREECE (both MYTILINEOS Group subsidiaries).
Chairman and
Managing Director
– Executive Member
G4-39
Ioannis G. Mytilineos
Chairman and Managing Director of METKA S.A., co-founder and Vice-Chairman of MYTILINEOS HOLDINGS
S.A. since its establishment. He is also Vice-Chairman and Managing Director of Protergia S.A. (a MYTILINEOS
Group subsidiary).
Vice-Chairman – Non-
Executive Member
George-Fanourios S. Kontouzoglou
Member of the Board of ALUMINIUM OF GREECE.
Executive Director –
Executive Member
Sofia G. Daskalaki
Responsible for developing the Corporate Affairs and Corporate Social Responsibility functions of MYTILINEOS
Group. She was a Member of the Board of Directors of the Hellenic Federation of Enterprises (SEV) till May 2014.
She is also a founding member of the NGO “Friends of Children with Cancer” (“ELPIDA”) and of the “Transparency
International – Hellas” Network.
Non-Executive
Member
Wade R. Burton
Vice President, Portfolio Manager and member of the Investment Committee at Hamblin Watsa Investment
Counsel, a wholly owned subsidiary of Fairfax Financial Holdings Limited..
Non-Executive
Member
Apostolos S. Georgiadis
Honorary doctor of the Aristotle University of Thessaloniki and the Democritus University of Thrace and a
Member of the Academy of Athens from 2000 to this day.
Independent – Non-
Executive Member
Christos S. Zerefos
Professor of Atmospheric Physics in the Universities of Thessaloniki and Athens (1973-today) and Visiting
Professor in the Universities of Boston, Minnesota and Oslo. He is a Member of the Academy of Athens, the
Norwegian Academy of Sciences and Letters, Academia Europaea and other international scientific institutions.
He is also a Fellow of the Institute of Physics (UK) and a Lifelong Member of the American Geophysical Union.
He has been a contributor to, among others, the Assessment Reports of the Intergovernmental Panel on Climate
Change, which was awarded the Nobel Prize in 2007.
Independent – Non-
Executive Member
Michael D. Chandris
Vice President of the Union of Greek Shipowners and member of the Board of Directors of the Bank of Greece.
Independent – Non-
Executive Member
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