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MYTILINEOS GROUP
SUSTAINABILITY REPORT 2011 |15
MYTILINEOS HOLDINGS S.A. is managed by the Board of Directors, which consists of eleven members elected for a term of four years and whose composition
ensures the maximum possible decision-making impartiality of the Company’s supreme administrative body. The Board of Directors consists of three executive
members and eight non-executive members, with five of the latter being independent. The executive or non-executive capacity of the Board members is specified
by the Board of Directors itself, while the independent members are appointed by the General Meeting of the Shareholders.
The Internal Rules of Operation of MYTILINEOS HOLDINGS S.A. lay down the powers, duties and obligations of each statutory body foreseen by the Company’s
Articles of Association and the applicable laws. Key to the Group’s Governance are also the ISO 9001 Quality Management Standard, the ISO 14001 Environmental
Management Standard, and the OHSAS 18001 Occupational Health & Safety Management Standard.
Composition of the Board of Directors
Composition of the Board of Directors as elected by the Extraordinary General Meeting of 30.5.2008 and formed as a body on 30.5.2008, and as formed
again on 10.07.2009:
Title
Name
Executive /
Non-Executive Members
Independent
members
Chairman & Chief Executive Officer
Evangelos Mytilineos
Executive
Vice-Chairman
Ioannis Mytilineos
Non-Executive
Executive Director
George-Fanourios Kontouzoglou
Executive
Member
Sophie Daskalaki-Mytilineou
Non-Executive
Member
Ioannis Dimou
Non-Executive
Member
Nikolaos Mousas
Non-Executive
Member
Christos Diamantopoulos
Non-Executive
Independent
Member
Apostolos Georgiadis
Non-Executive
Independent
Member
Dimitrios Daskalopoulos
Non-Executive
Independent
Member
Christos Zerefos
Non-Executive
Independent
Member
Michael Chandris
Non-Executive
Independent
Responsibilities
Principal responsibilities of the Board
of Directors and of its Members
According to the Company’s Internal Rules of
Operation and to its Articles of Association, as
in force, the Board of Directors is the body that
manages the Company. It is tasked with managing
(administering and investing) the company’s assets
and with representing the Company, seeking to
enhance its economic value and profitability and
to safeguard corporate interests.
The Board of Directors has the following key
responsibilities, in addition to those provided for
by the law:
• To establish strategic directions.
• To adopt and implement the overall Company
policy.
• 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 define the Company’s business risk
management strategy.
• To select, suitably appoint and ensure the
development of the Company’s management
executives and to formulate the policy on their
remuneration.
Principal responsibilities
of the Chief Executive Officer
The Chief Executive Officer (CEO) is responsible for
the attainment of the Company’s strategic goals
and for the day-to-day management of its affairs.
He takes steps to ensure and safeguard the smooth,
coordinated and effective operation of the Company,
providing relevant guidelines to its Directions and
Departments.
Subject to the authorities of Committees and other
Company bodies, he is in charge of all Company
Sectors and Departments and, has the following
responsibilities, inter alia:
• To take strategic decisions regarding the
development/approval of business strategies
and to recommend/approve large investments.
• To determine the Company’s organisational
structure.
