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e)
Responsibilities of the Board towards non-executive members
Keeping the Board members – especially the non-executives – informed of the
shareholders’ proposals and comments on the Company and its performance through the
following procedures:
1.
Presenting the shareholders' proposals and comments (if any) to the Board
members at the nearest meeting or any other effective means of communication to
achieve the purpose on an ongoing basis.
2.
Organizing continuous meetings with investors (IR Programs) and briefing the
Board on the substantive proposals they make.
3.
Any other measures or arrangements taken by the Board as deemed appropriate
for this purpose and not inconsistent with the regulations.
4.
Publishing these procedures in the Board’s annual report.
5.
Board members including non-executive members are committed to attend the GA
meetings where shareholders raise their suggestions to them during the meeting.
f)
Responsibilities of the Board towards the Company
Setting overall strategy and investment plan, investment guidelines and parameters
while consulting the investment Committee.
Reviewing activities related to organizational set-up and planning including adopting
the organizational and functional design guidelines in line with Savola’s policy.
Defining risk profile of the Company.
Setting and monitoring key performance indicators (financial/non-financial targets).
Regulating, overseeing and monitoring the Executive Management’s operating
procedures and ensuring it performs the duties assigned to it such as:
a)
Developing the necessary administrative and financial policies;
b)
Ensuring that the Executive Management operates in accordance with the policies
approved by the Board;
c)
Selecting and appointing the Chief Executive Officer of Savola and oversee his/her
work;
d)
Appointing the manager of the internal audit function or the internal auditor;
dismissing him and determining his remuneration (if any);
e)
Convening periodic meetings with the Executive Management to explore the work
progress and any obstacles and problems in connection therewith, and reviewing
and discussing the important information in respect of Savola’s business;
f)
Developing standards for the performance of the Executive Management
consistent with the objectives and strategy of Savola;
g)
Reviewing and evaluating the performance of the Executive Management; and
h)
Developing succession plans for the management of Savola.
Keeping confidential information related to the Company and its activities and not
disclose them to others.
g)
Responsibilities of the Board towards OpCos
Ensuring that the OpCo’s strategies and financial reporting practices are aligned with
those of Savola.
Setting and following up the financial and non-financial key performance indicators.
Monitoring the approved key performance indicators of each OpCo and reporting to
the Board periodically.
