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MYTILINEOS GROUP
SUSTAINABILITY REPORT 2011
64
Composition of the Board of Directors
Composition of the Board of Directors, as elected by the Extraordinary General Meeting of 24.06.11 and
formed as a body on 24.06.11:
The Board of Directors was subsequently reformed as a body following the replacement of its deceased
Member Mr. Georgios Lymberakis by Mr. Evangelos Chrisafis.
Governance structure
Organisational Structure
Title
Name
Chairman
Spyridon Kasdas
Vice-Chairman
Evangelos Mytilineos
CEO
Dimitrios Stefanidis
Member
Georgios Lymberakis
Member
Georgios Kontouzoglou
Functioning and responsibilities of the Board of Directors and of its Members
According to the Company’s Internal Regulation, as in force pursuant to the Board of Directors decision
of 16.02.2006, the Company is managed by a Board of Directors, currently composed of five members.
The Board exercises its authorities and safeguards corporate interests, in compliance with the provisions
of the laws on companies and of the Company’s Articles of Association.
The members of the Board of Directors deal with current matters concerning the management of the
Company and the overall direction of its operations, as these matters are specified in detail in the relevant
decisions of the Board of Directors of the Company. Within the Board of Directors, Board members are
responsible for advancing all corporate matters coming under the Board’s competence.
Role and responsibilities of the CEO
The CEO and General Manager of the Company exercises the authorities assigned to him by the Company’s
Board of Directors. More specifically, according to the law and the Company’s Articles of Association,
INTERNAL AUDIT
DIRECTION
FINANCE CONTROL
DIRECTION ALUMINIUM
ACTIVITIES & DEPUTY
PLANT DIRECTOR
DIRECTION ALUMINA
ACTIVITIES
COMMERCIAL
DIRECTION
DIRECTION
ENGINEERING & IT
DIRECTION HEALTH-SAFETY-
ENVIRONMENT & CONT.
IMPROVEMENT
DIRECTION HUMAN
RESOURCES
DIRECTION PURCHASING &
TRANSPORTATION
CHIEF EXECUTIVE
OFFICER
BOARD
OF DIRECTORS
by the Board’s initial decision of 31.12.2008
and by the Board’s subsequent decisions of
08.09.2011 and 10.10.2011, and subject to
the specific reservations as stated in the relevant
decision, all authorities of the Board of Directors
are transferred to the CEO.
TheCEOacts as theCompany’s legal representative
in its relations with natural or legal persons of
private or public law and before authorities,
institutions, Courts and judicial authorities,
manages the Company’s property and undertakes
all types of obligations acting in a binding capacity
for the Company by placing his signature under
the Company’s name, executes all acts regarding
the Company’s employees and labour personnel,
represents the Company on matters related to
human resources and carries out all financial
and other transactions of the Company with any
Bank or Credit Institution and with the Greek Tax
and Customs Authorities. The CEO and General
Manager reports to the Board of Directors of the
Company.
Mechanisms for the representation of the
views of employees and shareholders in
the Board of Directors
Other than the relevant provisions of Codified
Law (C.L.) 2190/1920, no other specific formal
procedure exists for the representation of the
employees and shareholders in the Company’s
Board of Directors, either under Collective Labour
Agreements or Arbitration rulings or agreements.
