Savola CG Manual - page 12

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11
11.
Ensuring that sufficient information about the Company is made available to all
members of the Board generally, and, in particular, to the non-executive members, to
enable them to fulfill their duties and responsibilities in an effective manner.
Preparing the Company’s interim and annual financial statements and approving
them before publication.
12.
Prepare the interim and annual financial statement for the company and approve them
before publication.
13.
Ensuring the accuracy and integrity of the data and information which must be
disclosed pursuant to the applicable policies and systems in respect of disclosure and
transparency;
14. Developing effective communication channels allowing shareholders to continuously
and periodically review the various aspects of the Company's businesses as well as
any material developments;
15.
Forming specialized committees of the Board pursuant to resolutions that shall specify
the term, powers and responsibilities of such committees as well as the manner used
by the Board to monitor such committees. Such resolutions shall also specify the names
of the members and their duties, rights and obligations and shall evaluate the
performance and activities of these committees and their members;
16.
specifying the types of remunerations granted to the Company's employees, such as
fixed remunerations, remunerations linked to performance and remunerations in the
form of shares without prejudice to the Regulatory Rules and Procedures issued
pursuant to the Companies Law related to Listed Joint Stock Companies;
17.
setting the values and standards that govern the work at the Company;
d)
Responsibilities of the Board towards Shareholders
Approving shareholders’ invitation to convene the ordinary and extraordinary
assemblies.
Ensuring that the annual report and the financial reports published and
communicated to the shareholders reflect the real performance and position of Savola.
Moreover, the Board shall ensure that Savola’s management provides current and
potential shareholders and the investment community with all information on the
performance results and the most important developments in Savola, provided that
this information shall be aligned with Savola's disclosure and transparency policy.
Strengthening the disclosure and transparency principle as a permanent and clear
policy for the Board.
Recommending the dividend policy for GA approval.
Approving the shareholders’ interim dividends (quarterly and semi-annually) and
recommending to the GA to approve the annual profits and distribution rates as
defined in the company’s Bylaws.
Recommending an increase or decrease in the Company’s capital.
Approving the Audit Committee’s recommendations regarding selecting and
nominating external auditors and their fees and recommending the GA to approve the
nominated external auditors.
Reviewing, evaluating and approving major corporate transactions including capital
allocations, expenditures and capital investments.
Determining the optimal capital allocation model across core businesses and
investments.
Authorizing and overseeing any merger and acquisition activity.
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