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MYTILINEOS GROUP
SUSTAINABILITY REPORT 2011
98
Composition of the Board of Directors
Composition of the Board of Directors, as elected by the Annual General Meeting of 14.05.2007 and
formed as a body on 14.05.2007, and as subsequently formed again as a body on 13.07.2009 and on
06.05.2009:
Governance structure
Organisational Structure
Title
Name
Executive /
Non-Executive Members
Independent
Members
Chairman & Managing
Director
Ioannis Mytilineos
Executive
Vice-Chairman
George Pallas
Non-Executive
Member
George Ikonomou
Executive
Member
Filippos Zotos
Executive
Member
Panagiotis Gardelinos Executive
Member
Iosif Avagianos
Non-Executive
Independent
Member
Nikolaos Bakirtzoglou Non-Executive
Independent
Functioning and responsibilities of the Board of Directors and of its Members
The Board of Directors has been established and is acting in compliance with the provisions of the law
and of the Company’s Articles of Association. The responsibilities of its executive members are specified
and described in detail in the relevant Minutes of the Board. Non-executive members are charged with
supervising corporate activities.
They are selected among established professionals from the business and academic community with
experience of corporate operations in Greece and abroad.
AUDIT
COMMITTEE
INTERNAL
AUDIT
DIRECTION HEALTH-SAFETY-
ENVIRONMENT
LEGAL ADVISOR
MANAGEMENT ADVISOR
DEVELOPMENT & SALES DIVISION
MANUFACTURING DIVISION
PROJECTS DIVISION
ENGINEERING & COMMISSIONING
DIVISION
FINANCIAL & ADMINISTRATION
DIVISION
CHAIRMAN &
MANAGING
DIRECTOR
BOARD OF
DIRECTORS
The Board of Directors has the following key
responsibilities:
• To establish strategic directions, including
the sale or otherwise disposal of Company
shares, the acquisition of any business or the
recommendation for a merger of the Company
with another business.
• To manage the Company’s property and to
represent the Company before the Courts and
in out-of-Court arrangements.
• To draft the Company’s annual budget and
business plan, to set and achieve profitability
targets, to monitor the Company’s progress and
to control large capital expenditure items.
• To ensure full and effective internal controls
across all Company activities.
• To monitor the effectiveness of the corporate
governance principles that form the basis for the
Company’s operations, and to introduce changes
if required.
• To monitor and settle instances of conflict
of interest, if any, between the Management,
the Members of the Board of Directors and
the shareholders, including cases involving
mismanagement of the Company’s property
and misappropriation in the transactions of
associated persons.
• To determine the Company’s business risk
management strategy.
