MYTILINEOS GROUP | ANNUAL REPORT 2013 - page 64

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Sofia Daskalaki
Member of the Board – Non Executive
Wade Burton
Member of the Board – Non Executive
Nikolaos Karamouzis
Member of the Board – Independent - Non Executive
Apostolos Georgiades
Member of the Board – Independent - Non Executive
Christos Zerefos
Member of the Board – Independent - Non Executive
Michail Chandris
Member of the Board – Independent - Non Executive
(ii)
The executive members deal with the daily issues of the Company’s management and the supervision
of the execution of the decisions made by the Board of Directors, whereas the non executive members
are charged with supervising the execution of the Board of Directors’ decisions as well as other issues
or fields of the Company that have been especially assigned to them by a decision of the Board of
Directors. The independent non executive members are the members that have no business transaction
or other commercial relation with the Company, which could influence their independent judgment. In
that sense, it is impossible to perceive as independent member of the Board of Directors any person
that: (a) has a business or other professional relation with the company or an associated one according
to article 42e par.5 of c.l2190/1920, as applicable at each case, which influences its business activity
and especially when this person is an important supplier of goods or services or a basic customer of
the Company, (b) is president or General Manager of the company or if he/she is president or general
manager or an executive member of the board of directors in an associated company according to article
42e par.5 of c.l2190/1920, as applicable at each case, or has a relation of dependent or paid employment
with the Company or with its associated companies, (c) has a second degree kindred relationship with
or is the husband of an executive member of the board of directors or of a manager or of a shareholder
that has the majority of the share capital of the Company or one of its associated companies according to
article 42e par.5 of c.l 2190/1920, as applicable at each case, (d) has been appointed in accordance with
article 18 par.3 of c.l 2190/1920. The independent non executive members can submit separate reports
to the General Assembly. Their attendance is not compulsory if and when they participate in the Board
of Directors as members, representatives of the minority of shareholders and are appointed as such.
(iii) The curricula vitae of the Board of Directors’ members are posted on the Company’s website www.
mytilineos.gr.
(iv)
The current Board of Directors was elected by the General Assembly on the 18.07.2011 and its mandate
ended with the election of the new Board of Directors by the General Assembly on the 18.07.2015. The
term of the new Board of Directors ended on 08.05.2017. It comprises two executive, seven non-executive
of which four independent members.
(v)
The members of the Board of Directors – apart from the executive ones that deal exclusively with the
company’s activities – are professionally active in their fields of specialization, as it can also be verified
by their CVs.
(vi)
The Company has adopted policies and principles for the formation of the executive members’ of the
BoD remuneration as well as performance evaluation method for the calculation of the variable fees of
the BoD members and for the payment of their fees.
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