![]()
MYTILINEOS GROUP
SUSTAINABILITY REPORT 2011 |17
Corporate Governance
According to the Company’s Internal Rules of Operation, as in force, the Audit Committee reports through
its Chairman to the Board of Directors, draws up regular or ad hoc reports and works closely with the
Company’s Internal Audit Department. The Audit Committee convenes at least four times per year, and its
mandate is to help the Company operate more effectively and to safeguard the principles of transparency
and Corporate Governance. Τhe key responsibilities of the Audit Committee include the provision to the
Internal Audit Department of general guidelines on the framework of its tasks and on the Company activities
to be audited, the evaluation and effectiveness of its own activities, and the submission of regular updates
on the progress of its work. In addition, the Audit Committee has the right, whenever it considers this to
be necessary, to seek from the Internal Audit Department or from third parties any information which it
deems necessary in order to properly carry out its work.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee (CSR Committee), as established by the Board of Directors
decision of 17.11.2010, is composed of two Board members who do not have executive authority within
the Company, with the other members of the Committee being Company executives.
The CSR Committee is responsible to the Board of Directors for monitoring and ensuring the correct
application of Corporate Social Responsibility in the Group, in terms of the policies, goals, actions and
results adopted in connection with environmental, social and ethical issues arising in the internal as well
as the external environment of the Group Companies. The CSR Committee may also act in the role of
advisor to the Management of the Group and to the relevant Board Committees on the above issues, to
assist in their implementation in a more complete manner.
Relationship between the earnings of management executives
and the performance of the Group and the Group Companies
An annual target mechanism for all employees with executive authority is in place in all Group companies.
The results, in terms of evaluating the performance of these executives against the targets agreed at the
start of the year, determine their total annual earnings. Because of the nature of the business activities
of the Group Companies, social and environmental performance are core targets and, consequently, key
criteria in this annual performance review.
Conflict of interests
The existence of independent and non-executive Board members allows to avoid circumstances which might
potentially lead to conflict of interests. The members of the Board of Directors of the Group, in collaboration
CSR COMMITTEE
Members
Name
Executive /
Non-Executive Members
Independent
Members
Chairman
Christos Zerefos
Board Member
MYTILINEOS HOLDINGS S.A.
Non-Executive
Independent
Member
Christos Diamantopoulos
Board Member
MYTILINEOS HOLDINGS S.A.
Non-Executive
Independent
Member
Sophie Daskalaki-Mytilineou
Board Member
MYTILINEOS HOLDINGS S.A.
Chief Communication Officer
-
Member
Spyros Kasdas
Board Member
ALUMINIUM S.A.
-
Member
Vivian Bouzali
Group Communication Manager
-
with the Human Resources Department, have
developed and are applying procedures to avoid
any likelihood of conditions giving rise to conflict
of interests. These procedures include continuous
monitoring and information updates on the need
to prevent such conditions from arising, as well as
procedures for their early identification, should
they arise. Additionally, the audits conducted by
the Internal Audit Department also address, for
each audited subject, the likelihood of occurence
of conflict of interests in violation of the policies
of the Group companies.
Procedures for specifying the
qualifications of the Board members
The Chairman of the Board and CEO, in colla-
boration with other Board members and especially
with the Remunerations Committee, examines
the CVs of candidate Board members and the
information contained therein which guarantees
their independence, in order to make sure that
all required conditions (such as specialisation
and experience, as well as availability in terms of
time) are in place, thus allowing such candidates
to contribute substantial work as Board members.
The criteria used to select Board members
include, among others, specialisation, academic
qualifications, managerial capability, honesty
and professional or other experience, as the
case may be, which may contribute to the more
effective management of the matters of interest
to MYTILINEOS HOLDINGS S.A. and MYTILINEOS
Group.
Corporate policies and values relating
to the Group’s economic, environmental
and social performance
The Group has drawn up a Professional Ethics
Code which has been communicated to all Board
members and to all Units and employees in all
the Group Companies. The Code is closely related
to the UN Global Compact in what concerns the
protection of Human Rights and the promotion of
Transparency. Additionally, the Group’s mission
and the values that govern its operation are
incorporated in all official corporate documents,
such as the Internal Rules of Operation and the
Internal Procedures and Quality System. The work
conditions and the environmental performance of
