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A Board member shall not act as a Board member of more than five publically listed
joint stock companies at the same time.
c)
Main Functions and General Duties of Savola’s Board, including Independent
Member’s duties
Main Functions and general duties of the Board:
Savola’s Board shall exercise the following main functions:
1.
laying down the plans, policies, strategies and main objectives of the Company;
supervising their implementation and reviewing them periodically; And, ensuring
that the human and financial resources required to fulfill them are available, including:
a.
setting a comprehensive strategy for the Company, key business plans and policies
and mechanisms of the risk management and review and guide them
b.
determining the most appropriate capital structure for the Company, its strategies
and financial objectives, and approving all kinds of estimated budgets;
c.
overseeing the main capital expenditures of the Company and the acquisition or
disposal of assets;
d.
setting performance indicators, and monitoring the implementation thereof and
the overall performance of the Company;
e.
reviewing and approving the organizational and human resources structures of
the Company on a periodic basis; and
2.
Setting rules and procedures for internal control and generally overseeing them,
including, developing a written policy that would regulate actual and potential
conflicts of interest which may affect the performance of Board members, the
Executive Management or any other employees of the Company and treating any
possible cases of conflict.
3.
Drafting, supervising, monitoring
its effectiveness, and reviewing, if necessary, the CG
rules for Savola and ensuring that they do not contradict the Governance Regulations
issued by the CMA.
4.
Reviewing the Savola’s organizational structure including the implementation of the
Savola’s operating model which defines its relationship with its OpCos and the
governance mechanisms.
5.
Setting forth specific and explicit policies, standards and procedures for membership
in the Board, without prejudice to the mandatory provisions of these Regulations, and
implementing them following approval by the General Assembly;
6.
Developing a written policy that regulates the relationship with Stakeholders
pursuant to the provisions of these Regulations;
7.
setting policies and procedures to ensure the Company’s compliance with the laws
and regulations and the Company’s obligation to disclose material information to
shareholders and Stakeholders, and ensuring the compliance of the Executive
Management with these policies and procedures;
8.
supervising the management of the Company’s finances, its cash flows as well as its
financial and credit relationships with third parties;
9.
Providing recommendations to the Ordinary and Extraordinary GA regarding what it
deems appropriate in line with the Company’s Bylaws and relevant laws and
regulations.
10.
Laying down procedures for orienting new Board members of the Company’s
business and, in particular, the financial and legal aspects, in addition to their training,
where necessary.
