MYTILINEOS HOLDINGS | 2014 Sustainability Report - page 80-81

MYTILINEOS Holdings Sustainability Report
2014
MYTILINEOS Holdings Sustainability Report
2014
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• Ensures that the Division is staffed with an adequate number of
suitably qualified personnel who can perform their duties in the
most effective and responsible manner.
• Ensures the effective coordination of all relevant activities of the
Division, as well as the coordination between individual Divisions.
• Maintains a collaborative environment within each Division, as
well with the other Divisions.
• Identifies on time the requirements for the purchase of goods
and services which are directly related to the smooth operation of
their sections and of the Company as a whole, participates in the
activities to source suppliers and confirms the correct and timely
delivery of the goods and services supplied.
• Identifies the needs in human resources and informs the competent
Company Management Executives.
• Provides accurate and timely information to the Management, by
preparing and submitting regular reports.
The Board of Directors
(BoD) is the body exercising the management of
the Group. It is responsible for managing (administering and disposing) the
Company’s assets and for representing the Company, seeking to enhance
its economic value and profitability and to safeguard the corporate interests.
The Board of Directors holds regular meetings at least once per month, as
well as extraordinary ones more frequently, depending on the importance
of the matters arising and the need for immediate decisions.
COMPOSITION OF THE GROUP’S BOARD OF DIRECTORS (31-12-2014)
FULL NAME
STATUS
Evangelos G. Mytilineos
Chairman of the Board and Managing Director (CEO) of MYTILINEOS HOLDINGS S.A., one of Greece's
leading business Groups. He is also Chairman of the Board of Protergia S.A. and Vice-Chairman of the
Board of ALUMINIUM OF GREECE (both MYTILINEOS Group subsidiaries).
Chairman and Managing
Director – Executive
Member
Ioannis G. Mytilineos
Chairman and Managing Director of METKA S.A., co-founder and Vice-Chairman of MYTILINEOS
HOLDINGS S.A. since its establishment. He is also Vice-Chairman and Managing Director of Protergia S.A.
(a MYTILINEOS Group subsidiary).
Vice-Chairman –
Non-Executive Member
George-Fanourios S. Kontouzoglou
Member of the Board of ALUMINIUM OF GREECE.
Executive Director –
Executive Member
Sofia G. Daskalaki
Responsible for developing the Corporate Affairs and Corporate Social Responsibility functions of
MYTILINEOS Group. She was a Member of the Board of Directors of the Hellenic Federation of Enterprises
(SEV) till May 2014. She is also a founding member of the NGO “Friends of Children with Cancer” (“ELPIDA”)
and of the “Transparency International – Hellas” Network.
Non-Executive Member
Wade R. Burton
Vice President, Portfolio Manager and member of the Investment Committee at Hamblin Watsa Investment
Counsel, a wholly owned subsidiary of Fairfax Financial Holdings Limited.
Non-Executive Member
Nikolaos V. Karamouzis
Board Member of Olympia Development, Chairman of Global Finance and Vice-Chairman of the Board of
Directors of the Hellenic Federation of Enterprises (SEV). He is a Professor Emeritus of the University of
Piraeus, with extensive research, publishing and scientific work.
Independent –
Non-Executive Member
Apostolos S. Georgiadis
Honorary doctor of the Aristotle University of Thessaloniki and the Democritus University of Thrace and a
Member of the Academy of Athens from 2000 to this day.
Independent –
Non-Executive Member
Christos S. Zerefos
Professor of Atmospheric Physics in the Universities of Thessaloniki and Athens (1973-today) and
Visiting Professor in the Universities of Boston, Minnesota and Oslo. He is a Member of the Academy of
Athens, the Norwegian Academy of Sciences and Letters, Academia Europaea and other international
scientific institutions. He is also a Fellow of the Institute of Physics (UK) and a Lifelong Member of the
American Geophysical Union. He has been a contributor to, among others, the Assessment Reports of the
Intergovernmental Panel on Climate Change, which was awarded the Nobel Prize n 2007.
Independent –
Non-Executive Member
Michael D. Chandris
Vice President of the Union of Greek Shipowners and member of the Board of Directors of the Bank of
Greece.
Independent –
Non-Executive Member
2. The Activity Sectors of the MYTILINEOS Group companies:
Activity Sectors are defined mainly as a function of the economic activity
sectors in which every subsidiary of MYTILINEOS HOLDINGS S.A. devel-
ops its business operations. The persons in charge of the Group's Ac-
tivity Sectors have extended managerial responsibilities and executive
authority. Moreover, these persons may also be appointed as Managing
Directors of the Group's subsidiaries operating in the corresponding
Activity Sector. The selection of General Managers by the Company's
Management is based, inter alia, on their successful track record and
professional experience in the corresponding activity sector.
The Managing Directors of the Group's subsidiaries come under the re-
spective Activity Sector General Managers and are fully responsible for
the results and operational planning of their particular Activity Sector.
Responsibilities of the Group's Activity Sector General Managers
The Activity Sector General Managers have the following responsibil-
ities:
• Develop the strategy and set the strategic objectives for their Activ-
ity Sectors, taking into account the Group's vision and strategy.
• Direct the Management Teams of their Activity Sectors towards
attainment of the aforementioned objectives.
• Develop the necessary guidelines and support the members of the
Management Team of their Activity Sectors in their everyday tasks
and deal with adversities whenever and wherever required.
• Ensure that the current business plan is successfully implement-
ed and explore and identify opportunities for business growth.
• Ensure that the Key Performance Indicators match the Group’s
strategic objectives.
Key elements of Corporate Governance
• The Board of Directors sets, grants and revokes by its resolutions
the authorities and responsibilities granted to the General Manag-
ers and Managers, in accordance with the structure shown in the
Group’s Organisational Plan.
• With regard to the procedures for nomination and election of
Board members, the Chairman of the Board and CEO, in collabo-
ration with other Board members and especially with the Remu-
nerations Committee, examines the CVs of candidate Board mem-
bers and the information contained therein which guarantees
their independence, in order to make sure that all requirements,
such as specialisation and experience but also availability in terms
of time, which will allow them to contribute substantial work as
Board members, are met. The criteria used to elect Board mem-
bers include, among others, specialisation, independent member-
ship, academic qualifications, managerial capability and honesty,
as well as professional or other experience, as the case may be,
which can contribute to the more effective management of the is-
sues of interest to MYTILINEOS HOLDINGS S.A. and, by extension,
the issues of interest to the Group companies.
• The procedure for evaluating the effectiveness of the Board Mem-
bers and Committees takes place at least once every two years.
The Chairman of the Board presides over this procedure and the
relevant results are discussed by the Board in a special meeting
held for this purpose. Based on the evaluation results, the Chair-
man takes measures to deal with any weaknesses identified. The
Board evaluates the Chairman at least once every two years in a
separate meeting chaired by the Vice-Chairman.
In addition to the evaluation procedure, in the regular and extraor-
dinary Board meetings extensive references are made, if judged
necessary by the Chairman and CEO, to the economic, environ-
mental and social performance of the Group and of its subsidiar-
ies, followed by the evaluation of the performance of the Board
members in relation to these issues. The relevant information is
secured through the information available to the CEO through his
participation in the Boards of Directors of the individual subsidiar-
ies and from the reports submitted to the Board's executive mem-
bers through the management hierarchy, in line with the latter’s
duties.
• The Board of Directors constantly reviews, on an ongoing basis,
the corporate strategy and the principal business risks, especially
so in an ever-changing financial and business environment. More-
over, the Board receives at regular intervals reports on the audits
carried out by the Audit Committee, based on the annual schedule
of audits planned by the Company's Internal Audit Department.
• With regard to “conflict of interest” situations, the existence of in-
dependent and non-executive Board members prevents the oc-
currence of circumstances which might encourage or lead to such
conflicts. In collaboration with the Human Resources Department,
the members of the Group’s Board of Directors have developed
and are applying procedures to prevent any likelihood of condi-
tions giving rise to conflict of interests from arising. These pro-
cedures include continuous monitoring and dissemination of in-
formation on the need to prevent such conditions from arising, as
well as procedures for their early identification, should they arise.
(G4-38)
(G4-39)
(G4-35)
(G4-40)
(G4-43)
(G4-44)
(G4-45)
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