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meeting minutes during ten (10) business days after the date of the convened
meeting for their comments. In case no comments were received within seven (7)
days, this shall be deemed an implied consent and an approval for the drafts until
being approved by the Board and signed off by all attending members during the
first upcoming Board meeting or by circulation, if necessary.
If any member of the Board has any remarks in respect of the performance of
Savola or any of the matters presented which were not resolved in the Board
meeting, such remarks shall be recorded and the procedures taken or to be taken
by the Board in connection therewith must be set forth in the minutes of the Board
meeting. If a member of the Board expresses an opinion which differs from the
Board resolution, such opinion shall be recorded in detail in the minutes of the
Board meeting.
The absence of a member from attending any meeting in which the decision is
issued shall not be considered a reason for relieving him/her of responsibility
unless it is proved that the absent member is not aware of the decision or is unable
to object thereto after being informed of it.
6)
Delegation of Authority Matrix
The competencies and the responsibilities of the Chairman, the Vice-Chairman, the Board
and the Executive Management including the CEO and the Managing Director - if any -
are explicitly defined in writing either in this manual or in Savola’s Bylaws. In all cases,
no person shall have the sole and absolute power to make decisions in the Company. The
Board shall also:
1) Develop and approve the internal policies related to the business of Savola, including
specifying the duties, competencies and responsibilities assigned to the various
organizational levels with identification of the matters which the Board reserves the
right to decide on.
2) Approve a detailed written policy on the powers to be delegated to the Executive
Management, clarifications of these powers, implementation method and period of
delegation. The Board may request the Executive Management to submit periodic
reports in respect of its exercises of such delegated powers.
3)
Set a clear DOA that organizes the relationship between Savola Group and its OpCos
and update it on a regular basis and whenever necessary.
7)
OpCos Board Policies
Any Board member of the Savola Group who is also a member of any of the Boards of
OpCos managed by the Group or of the Committees emanating from those Boards shall
be subject to any decision in line with the schedule or matrix of powers (LoA) approved
by the Savola Board. If these decisions have exceeded the scope of the LoA, the member
should refer to the Savola’s Board in this regard.
8)
Segregation of Duties
The Savola’s Board shall appoint, among its members, a Chairman, Vice Chairman.
The Board may appoint among its members a managing director.
It is not permitted to combine between the position of the Chairman and Vice
Chairman with any executive position, including the CEO or the Managing Director,
if any.
