MYTILINEOS GROUP | ANNUAL REPORT 2013 - page 61

Annual Financial Report for the period from1st of January to the 31st of December 2013
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• Selecting, managing and developing the Company’s Managers and defining the remuneration policy.
• Appointing an internal auditor and defining his/her remuneration,
• Defining the accounting principle that the Company follows,
• Making a brief presentation of the proceedings to the General Assembly of the Company’s Shareholders.
• Preparing annual reports in which are analytically stated all the transactions between the Company and
associated companies in accordance with article 42e par.5 of c.l.2190/1920 as applicable in each case.
The rules governing the representation and binding of the Company are defined by special decisions of the Board
of Directors.
The Remuneration Committee has been established but has not yet convened. It is composed of three members
of the Board of Directors, of which, at least one is obligatorily an executive member. It convenes on an ordinary
basis or on a case by case basis whenever there is a matter of recruiting or laying off an executive that reports
directly to the CEO and executives that report to the General managers and Managers or whenever there is a
need to convene. On occasion the Committee submits to the Board of Directors suggestions, which are relevant
to its tasks and activities, as these are described hereafter, so that the Board of Directors can decide accordingly.
The main tasks of the Auditing Committee are: the monitoring of: 1) the financial updating procedure, 2) the
effective operation of the internal auditing and risk management systems, 3) the operation of the Internal
Auditors Division of the audited entity, 4) the progress of the compulsory audit of the individual and consolidated
financial statements. In addition, the Committee is charged with checking and monitoring all issues related to the
existence and preservation of the objectivity and independence of the legal auditor or auditing agency, especially
with regard to the provision of other services by the legal auditor or auditing agency to the audited entity. The
Committee can do so by receiving from the company’s legal auditors the compulsory reports on any issue that
pertains to the progress and results of the compulsory audit. Moreover, the Committee checks the drafting of
the reports and receives the special report of the legal auditors regarding the weaknesses of the internal audit
system and in particular the weaknesses of financial information processing and drafting of financial statements.
The topics that were discussed by the Auditing Committee during 2013 are presented in the following table:
TOPICS OF THE AGENDA
17.01.2013
Approval of the Annual Plan of the audits to be performed by the Internal Audit
Division for the year 2013.
07.02.13
Follow-up of the Company’s audits up to June 2012, according to the Annual Plan of
the Audits.
22.03.13
Follow-up of the subsidiary company Sometra’s audits during September to December
2012.
22.03.13
Approval of the audits performed by the Internal Audit Division for 2012.
10.05.13
Briefing regarding the implementation progress of the cost saving program ‘MELLON’
(remuneration cost) of the Aluminium subsidiary company.
13.05.13
Approval of the audits performed by the Internal Audit Division for the first quarter of
2012.
1...,51,52,53,54,55,56,57,58,59,60 62,63,64,65,66,67,68,69,70,71,...150
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