Sustainable Development Report 2019

Corporate Governance [GRI 102-18] This section covers the main developments concerning the MYTILINEO's corporate governance for the year 2019. The detailed data are extensively presented in the “Corporate Governance Statement” section of the Company's Annual Report. The corresponding indicators are reported in the GRI Content Index (pages 164, 165 and 171) which also includes references to the Company's Annual Report and in the present Report. Board of Directors & Company structure The Company is managed by a Board of Directors consisting of eleven (11) members with a high degree of independence. The Board of Directors is responsible for managing (adminis- tering and disposing of) the Company’s assets as well as for representing it, with the aim of strengthening its economic value and profitability and of safeguarding the Company’s interests. The Board of Directors holds regular meetings at least once per month, and extraordinary meetings whenever important issues arise or decisions need to be made. The regular meetings of the Board of Directors are usually attended by all Board members. Thus far, the Board of Directors has never postponed making a decision because of lack of quorum. The organizational structure, i.e. the allocation to sectors of the business activities that create the Company’s added value and the determination of the central services and functions that ensure support, synergies, compliance with the applicable laws and regulations, operates under the responsibility of the CEO, supported by the CEO’s Office which acts as the organization’s coordinator and resolves matters for which the CEO’s intervention is not necessary. Main developments in the Company’s Corporate Governance in 2019 Corporate Governance Code Up to and including financial year 2018, MYTILINEOS had volun- tarily subscribed to the “Hellenic Corporate Governance Code for Listed Companies”. As of 01.01.2019, following a relevant resolu- tion of its Board of Directors, adopted on 15.11.2018 and aimed at ensuring transparency and responsible operation in all its areas of activity, the Company voluntarily adopted the UK Corporate Governance Code (THE UK CORPORATE GOVERNANCE CODE – 2018), as posted on its website ( corporate-governancecode/ ) and on the website of the UK Financial Reporting Council (FRC) ( governance-and-stewardship/uk-corporategovernance-code ). Based on the highest international standards of entrepreneurship, MYTILINEOS strives for closer engagement with its investors, with the ultimate aim of unlocking further value for its sharehold- ers. Drawing on the best corporate governance practices, the Company formulates its strategy and develops the general guide- lines, policies, principles and values that govern its operation, while at the same time ensuring transparency and safeguarding the interests of its shareholders. In the first year of the new Code’s integration, the Company has already achieved its alignment with 60%of the relevant requirements. Evaluation of the Board of Directors In November 2019, the Remuneration and Nomination Committee engaged an external consultant to evaluate the effectiveness of the Board of Directors elected by the General Assembly in 2018 and of the Board’s committees (procedures and behaviors, with a focus on key issues). The methodology fol- lowed consisted in the completion of a qualitative questionnaire, followed by structured face-to-face interviews with every Director, covering both Board procedures and behaviors. The external consultant also attended a meeting of the Board. The findings and recommendations will be submitted to the Remuneration and Nomination Committee and, subsequently, to the Board of Directors before the 2020 General Meeting. The Board of Directors will adopt an Action Plan and the Remuneration and Nomination Committee will monitor its progress. Board Remuneration Policy The Company proceeded established a policy for the remu- neration of the members of the Board of Directors (Board Remuneration Policy), which conforms to the EU Shareholder Rights Directive II (SRD II), was approved by resolution of the Annual General Meeting of 2019 and shall be effective for is valid for four (4) years from the date of its approval, unless revised and/or amended earlier by another resolution of the General Meeting. The Policy has been developed with support from an independent remuneration consultant (Korn Ferry) and in accordance with the SRD II, which was transposed into Greek law by Law 4548/2018. The Policy sets out in detail, on the one hand (i) the current rights of the Directors and the Company’s obligation to them and, on the other hand (ii) the terms under which remuneration will be offered, in the future, to current and/or new Directors during its Term. In addition, it considers European best practices for listed companies, whilst reflecting the current arrangements regarding the remuneration of Executive Directors. Finally, the Policy takes into consideration the provisions of the Company's Articles of Association, the Company's Corporate Governance Code and the Company's Internal Regulation Code. Note: Revision was made with application by February 10, 2020 Board of Directors Central Support Functions General Manager — Human Resources Chief Finance Officer General Manager — Legal & Regularetory General Manager — Treasury General Manager — Strategy and M&A Business Units General Manager — Metallurgy General Manager — EPC General Manager — Electric Power Director — Gas Trading Chairman & CEO* Audit Committee Director Internal Audit Chief of Staff CSR Committee Remuneration and Nomination Committee Central Functions General Manager Investor Relations & Corporate Governance Directors Communications & Strategic Marketing 147 146