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MYTILINEOS GROUP
SUSTAINABILITY REPORT 2011
16
• To ensure the implementation of Company
decisions and to provide the Board of Directors
with updates on Company-related matters.
• To take decisions or participate in the
respective decision-making process regarding
major operational decisions for the Company
(relating to commercial operations, production,
purchases, human resources, undertaking of
projects etc.)
• To determine the risk management policies, to
assess risks and to implement measures and
procedures to address these effectively.
• To supervise and provide guidance to all
Directions and Departments.
• To set the budget goals, to submit proposals on
the annual performance targets, and to attain
the goals of annual budgets.
• To supervise the Company’s financial admini-
stration, to monitor on a day-to-day basis its
financial position and the progress of its business
activities, and to control cash flows and their
requirements.
• To hold performance review meetings.
• To control the efficiency of the Company’s
financial, technical and human resources.
• Toensure the timelyannouncement of information
or events that may cause considerable fluctuation
in the Company’s share price.
• To recruit and provide guidance to the Company’s
team of top management executives.
• To formulate/determine guidelines for perfor-
mance evaluation, promotions and the develop-
ment of management executives, as well as the
system of rewards.
• To coordinate the Company’s top executives
and to supervise and ensure their effectiveness
in order to ensure the smooth operation of the
Company.
Committees
Three Committees have been established at the level of the Board of Directors: the Remunerations
Committee, the Audit Committee and the Corporate Social Responsibility Committee. Their mission is to
support the impartial and efficient decision-making and implementation of policies by the Management
of the Company, and to control the implementation of the Management’s decisions in their respective
areas of responsibility.
Remunerations Committee
The Remunerations Committee, as established by the Board of Directors decision of 26.3.2008, is
composed of three Board members, of which one is an executive member.
The key responsibilities of the Remunerations Committee involve dealing exclusively with matters
concerning staffing, remunerations and incentives at the level of senior executives of the Company and
of its subsidiaries, and the submission of recommendations on the remunerations of these executives,
so that the Board of Directors may make informed decisions in order to grant its approval. In addition,
the Remunerations Committee submits to the Board of Directors recommendations on the application
of remunerations and benefits systems, on organisational changes involving the aforementioned
executives, on the replacement of Board members when this is judged necessary on the basis of reasoned
recommendations, and on the remunerations of the Board members. Furthermore, the Committee
proposes to the Board of Directors possible changes of executives in the Company’s organisational
chart, Performance Review Systems for senior executives and measures to support the professional
advancement of executives, and is also supervising the procedure for filling key Company positions. Finally,
the Remunerations Committee is tasked with recommending to the Board of Directors the principles to
govern the Company’s policy on human resources development. The Remunerations Committee draws up
an annual report of its activities, which is addressed to the Regular General Meeting of the Shareholders,
in line with the requirement for obtaining approvals as per the provisions of articles 23 (a) and 24 of
Codified Law (C.L.) 2190/1920.
Audit Committee
The Audit Committee, as established by the Board of Directors decision of 26.3.2008, is composed of
three Board members who do not have executive authority within the Company. The members of the
Audit Committee are appointed for a term which corresponds to that of the Board of Directors, with the
duties of Secretary assigned to a Company executive from a department that is not directly audited by
the Committee.
REMUNERATIONS
COMMITTEE / Members
Name
Executive /
Non-Executive Members
Independent
Members
Chairman
Evangelos Mytilineos
Executive
Member
Christos Diamantopoulos Non-Executive
Independent
Member
Dimitrios Daskalopoulos Non-Executive
Independent
AUDIT COMMITTEE
Members
Name
Executive /
Non-Executive Members
Independent
Members
Chairman
Christos Diamantopoulos Non-Executive
Independent
Member
Ioannis Mytilineos
Non-Executive
Member
Nikolaos Mousas
Non-Executive
