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MYTILINEOS HOLDINGS SUSTAINABILITY REPORT
2015
The Board of Directors
(BoD) is the body exercising the manage-
ment of the Group. It is responsible for managing (administering
and disposing) the Company’s assets and for representing the
Company, seeking to enhance its economic value and profitability
and to safeguard the corporate interests. The Board of Directors
has ordinary meetings at least one time per month and extraor-
dinary meetings whenever important issues arise or decisions
need to be made. Usually, in the ordinary meetings are present
all the members of the Board of Directors. Thus far the Board of
Directors has never postponed making a decision because of lack
of quorum. More specifically, during the course of the year 2015
the Board of Directors convened seventy two (72) times.
10.1 Statement of Corporate Governance 2015
MYTILINEOS Group applies the principles of Corporate Govern-
ance in accordance with the Greek laws in force, in order to ensure
transparency and operate responsibly across all its business ac-
tivity sectors. Above all, the Group seeks to safeguard the interests
and the sustainability of its subsidiaries and to maximise the ben-
efits to the shareholders and to the investing public.
G4-14
Guided by the principles of Corporate Governance, the Group’s
parent company, MYTILINEOS HOLDINGS S.A., formulates the
strategy and lays down the general guidelines, policies and prin-
ciples that govern the operation of all Group subsidiaries. The
company’s organisational structure defines the boundaries of re-
sponsibility, assisting and facilitating decision-making and imple-
mentation with regard to the strategy of all Group companies. Its
purpose is to establish the relationships and roles that guarantee
the Group’s smooth operation, with MYTILINEOS HOLDINGS S.A.
acting as a coordination centre.
This Statement of Corporate Governance (the “Statement”) is
made in the context of the conformation of Mytilineos S.A. (the
“company”) to the provisions of article 2 of Law 3873/2010, and
regards:
a) Compliance of the Company with the Corporate Governance
Code
Our Company complies with the policies and practices adopted
by the “Corporate Governance Code of the Hellenic Federation of
Enterprises (SEV in Greek) for Listed Companies” (hereinafter the
Code), whose text has been posted on the website of SEV.
b) Deviation from the special practices of the Code
The Company’s practices, as implemented under its Articles of
Association, its Internal Regulation and Code of Ethics, deviate
from the special practices of the Code in the following points
• There is no nomination committee for members of the Board of
Directors. Given that no such obligation to set up a committee is
laid down by law and our Company has strict criteria pertaining
to the selection of its candidates, the Company reserves its right
whether a nomination committee for members of the Board of
Directors shall be set up, investigating at the same time the
possibility of applying a commonly accepted methodology and
procedure.
• Regarding the assessment procedure of the effectiveness of
the members of the Board of Directors and its committees, our
Company has already adopted said special practice.
• The Company’s Articles of Association provides to the share-
holders the ability of a distance participation in the voting pro-
cedure during the General Assembly whether by an electronic
vote or a correspondence vote. However, the Company is wait-
ing for the issuance of the relevant ministerial decisions in or-
der to introduce a relevant procedure dealing with the technical
standards providing security to the electronic voting.
• The Company has not adopted a diversity policy including the
genders’ balance for the members of the Board of Directors.
The Company is keen on following the said practice by setting
up a pertinent procedure.
10.2 Governance Structures
G4-14 G4-34 G4-43
The Group’s organisational structure, shown in the corresponding
Organisational Chart, is defined by the operation of:
1.
MYTILINEOS HOLDINGS S.A
., as the Corporate Centre of MYT-
ILINEOS Group: The Group’s Corporate Centre is organised into
Divisions and Departments, tasked with distinct responsibilities
and clearly defined scope of activities. The number, scope of
activities and responsibilities of the Divisions and Departments
are determined or modified by resolution of the Board of Direc-
tors or the General Meeting, as the case may be, with a cor-
responding amendment of the Internal Operation Regulation,
in accordance with the laws in force and with the Company’s
Articles of Association.
Responsibilities of Corporate Centre Divisions
Each Corporate Centre Division has the following key responsibil-
ities, among others:
• Develops and implements the Company’s strategy, with the
aim of fulfilling the annual targets.
• Designs, controls and implements its own organisational struc-
ture and procedures, so that the strategic goals can be achieved
effectively and with optimal use of the human and financial re-
sources available.
• Ensures that the Division is staffed with an adequate number of
suitably qualified personnel who can perform their duties in the
most effective and responsible manner.
• Ensures the effective coordination of all relevant activities of the
Division, as well as the coordination between individual Divi-
sions.
• Maintains a collaborative environment within each Division, as
well with the other Divisions.
• Identifies on time the requirements for the purchase of goods
and services which are directly related to the smooth operation
of their sections and of the Company as a whole, participate in
the activities to source suppliers and confirm the correct and
timely delivery of the goods and services supplied.
• Identifies the needs in human resources and informs the com-
petent Company Management Executives.
• Provides accurate and timely information to the Management,
by preparing and submitting regular reports.
G4-49
Board of Directors
Group Legal &
Regulatory Affairs
METALLURGY
Aluminium
Delfi-Distomon
ENERGY
Protergia
M&M GAS
Korinthos Power
EPC WORKS
ΜΕΤΚΑ
Group
Treasury
Group
Finance
Group
Administration
Metallurgy
Zn & Pb
CSR Committee
Remunerations Committee
Audit Committee
Internal Audit
Chairman & Chief
Executive Officer
Mergers &
Acquisitions
International
Business
Affairs
Group
Corporate Affairs
SECTOR OF ACTIVITY
CORPORATE CENTRE
