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Approving major investments within pre- established and pre-defined Levels of
Authority (LoA).
Assessing performance of OpCo Boards and their members.
Closely monitoring the activities of OpCos, with the Savola Group's Board
maintaining all material decisions that have a legal or financial impact on the Parent
Company.
Ensuring CG of the OpCos’ are in line with Savola’s CG framework.
Setting a clear DOA defining the relationship between the Savola and its OpCos and
updating it on a regular basis and whenever necessary.
Nominating the representatives of the Savola Group in the OpCos’ Boards in which
Savola holds a share in its capital in the light of the recommendations of the RNC.
h)
Responsibilities of the Board towards the Chairman, CEO, and Board members
Mechanism for the selection of the Chairman and Vice Chairman:
The Board shall select a Chairman and Vice Chairman among its non-executive
members, and shall have the right to dismiss or re-select them at any time.
Reviewing and approving evaluation mechanisms of the Chairman and Board
members by the RNC.
Upon the recommendation of the RNC, developing nomination and evaluation
procedures and succession plans for executive positions in Savola Group including the
CEO.
Following up the CEO activities and performance in light of the RNC’s
recommendations.
Approving the CEO compensation based on the RNC recommendations.
i)
Role of the Chairman of the Board
The Chairman of the Board shall be responsible for ensuring that there are effective
channels of communication with shareholders, and articulating their opinions to the
Board. He shall lead the Board and supervise its operations. His responsibilities include
the following:
a-1)
With respect to Board effectiveness
Ensuring that the Board has adequate resources in support of its work and that
the Board is provided with the required information.
Managing Board room discussions and ensuring conclusions/decisions are
reached and clearly understood by all Board members as well as recorded in
the minutes.
Ensuring performance evaluation mechanisms are in place for the Board, its
members, Committees, and the Executive Management.
Promoting a culture of frankness and debate by fostering constructive
relationships and effective participation between the Board and the Executive
Management on the one hand, and facilitating an effective exchange between
non-executive members and independent members on the other.
a-2)
With respect to leading the Board:
1)
Inviting the Board to attend Board meetings and chairing those meetings.
2)
Setting meeting agendas at the beginning of the year that factor in any issues
presented by Board members or the external auditor, and consulting the Board
members and CEO while preparing the Board’s agenda.
