Copyrights © All Rights Reserved to Savola Group
14
3)
Enabling all Board members to fully participate in the Board meetings.
4)
Ensuring that processes are in place, so that the Board conducts its work
effectively and efficiently.
5)
Convening intermittent meetings exclusively for the non-executive directors.
6)
Ensuring that responsibilities delegated to Committees or individual directors
are carried out and results thereof are reported to the Board.
7)
Ensuring that the Board is provided with enough support.
8)
Approving the decisions of the Board and extracting resolutions from them.
9)
Supervising the formation of all Committees of the Board, and recommending
the Board to approve the names nominated for these Committees, in
conjunction with the RNC.
10) Constantly working to improve the Board by selecting the best available people
for its membership.
a-3)
With respect to shareholders
Chairing the GA meetings.
Notifying the GA while convening of the businesses and contracts in which
any Board member has a direct or indirect interest, provided that the
notification shall include all the information provided by the Board member
and shall be accompanied by a report of the Company’s external auditor.
Ensuring effective communication with shareholders.
a-4)
Any other responsibilities as indicated in Savola’s Bylaws:
i-4-1)
Role of the Vice Chairman of the Board of Directors:
Assisting the Chairman in any issues and concerns related to Savola’s Board of
Directors.
Inviting the Board for meetings when the Chairman is absent.
Chairing the Board meetings when the Chairman is absent.
Chairing the GA meetings when the Chairman is absent.
Leading the assessment of the performance of the Chairman, in coordination
with other Board members.
Any other responsibilities as indicated in Savola Group’s Bylaws.
i-4-2)
Role of the Independent Member
Independent Board members shall effectively participate in the following duties:
a)
Expressing their independent perspective regarding strategic issues, the Company’s
policies and performance, and the appointment of members of the Executive
Management;
b)
Ensuring that the interest of the Company and its shareholders are prioritized in case
of any conflicts of interest; and
c)
Overseeing the development of the Company’s CG rules, and overseeing their
implementation by the Executive Management.
2)
Policies, Standards and procedures for the membership of the Board of
Directors:
The Board shall develop clear and specific policies, standards and procedures for
membership of the Board upon the recommendation of the RNC, in a manner consistent
