MYTILINEOS HOLDINGS | 2014 Sustainability Report - page 78-79

MYTILINEOS Holdings Sustainability Report
2014
MYTILINEOS Holdings Sustainability Report
2014
74
75
MYTILINEOS Group applies the principles of Corporate Governance in
accordance with the Greek laws in force, in order to ensure transparency
and operate responsibly across all its business activity sectors. Above
all, the Group seeks to safeguard the interests and the sustainability of
its subsidiaries and to maximise the benefits to the shareholders and to
the investing public.
Guided by the principles of Corporate Governance, the Group's parent
company, MYTILINEOS HOLDINGS S.A., formulates the strategy and
lays down the general guidelines, policies and principles that govern
the operation of all Group subsidiaries. The company's organisational
structure defines the boundaries of responsibility, assisting and
facilitating decision-making and implementation with regard to
the strategy of all Group companies. Its purpose is to establish the
relationships and roles that guarantee the Group's smooth operation,
with MYTILINEOS HOLDINGS S.A. acting as a coordination centre.
Statement of Corporate Governance
This statement is made as part of the compliance of MYTILINEOS
HOLDINGS S.A. with the provisions of article 2 of Law 3873/2010 and
concerns the following:
Compliance with the Corporate Governance Code:
MYTILINEOS HOLDINGS S.A. complies with the policies and
practices adopted by the "SEV Corporate Governance Code for
Listed Companies" of the Hellenic Federation of Enterprises (SEV).
Deviations from the special practices of the Code:
The practices of MYTILINEOS HOLDINGS S.A., as applied in
accordance with its Articles of Association, Internal Operation
Regulation and Professional Ethics Code, deviate from the special
practices of the "SEV Corporate Governance Code for Listed
Companies" in terms of the following:
No committee exists for nominating candidate members
for the Board of Directors. Given that there is no statutory
obligation to set up such a committee and that the Company
has in place strict criteria regarding the selection of
candidates, the Company reserves its right as to whether or
not a committee for nominating candidate Board members
shall be set up, seeking/exploring at the same time the
possibility of applying a commonly accepted methodology
and procedure to this end.
With regard to the procedure for evaluating the effectiveness
of the members of the members of the Board of Directors
and of its committees, the Company has already adopted the
said special practice.
Thecompany'sArticlesofAssociationprovideforaprocedure
for electronic voting or for the use of correspondence vote
by the shareholders in the General Meeting. However, the
Company is awaiting the issuance of the relevant Ministerial
Decisions in order to introduce a relevant procedure
regarding the technical specifications to ensure the security
of the electronic voting procedure.
The Company has not adopted a diversity policy, including
a policy on the balance between genders as regards the
members the Board of Directors. The Company intends to
align itself with the said special practice after developing a
relevant procedure.
Board of Directors
Group Legal &
Regulatory Affairs
METALLURGY
Aluminium
Delfi-Distomon
SECTOR OF ACTIVITY
CORPORATE CENTRE
ENERGY
Protergia
M&M GAS
Korinthos Power
EPC WORKS
ΜΕΤΚΑ
Group
Treasury
Group
Finance
Group
Administration
Metallurgy
Zn & Pb
CSR Committee
Remunerations Committee
Audit Committee
Internal Audit
Chairman & Chief
Executive Officer
Mergers &
Acquisitions
International
Business
Affairs
Group
Corporate Affairs
8.1 Governance Structures
1. MYTILINEOS HOLDINGS S.A.,
as the Corporate Centre of MYTILINEOS
Group: The Group’s Corporate Centre is organised into Divisions and De-
partments, tasked with distinct responsibilities and clearly defined scope
of activities. The number, scope of activities and responsibilities of the Di-
visions and Departments are determined or modified by resolution of the
Board of Directors or the General Meeting, as the casemay be, with a corre-
sponding amendment of the Internal Operation Regulation, in accordance
with the laws in force and with the Company's Articles of Association.
Responsibilities of Corporate Centre Divisions
Each Corporate Centre Division has the following key responsibilities,
among others:
• Develops and implements the Company’s strategy, with the aim of
fulfilling the annual targets.
• Designs, controls and implements its own organisational structure
and procedures, so that the strategic goals can be achieved effectively
and with optimal use of the human and financial resources available.
The Group’s organisational structure, shown in the corresponding Organisational Chart, is defined by the operation of:
(G4-34)
(G4-43)
1...,58-59,60-61,62-63,64-65,66-67,68-69,70-71,72-73,74-75,76-77 80-81,82-83,84-85,86-87,88-89,90
Powered by FlippingBook