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The Bylaws shall define the competencies and responsibilities of the Chairman, Vice
Chairman and managing director – if any.
In all cases, no one may have the sole and absolute power over the Company’s
decisions, and all decisions shall be taken at the organizational level.
9)
Insider Trading
The Board members, Senior Executives, Board Secretary and any other insider are
prohibited from share trading on the basis of internal information. The Non- insider is
also prohibited from trading on the basis of internal information if he receives this
information from any insider and he or she knows or ought to have known that this
information is internal.
Insiders as well as non-insiders referred to in (a) above shall not disclose any internal
information to any third party who knows or ought to have known that such third
party may trade in the securities related the internal information.
10)
Evaluation and Training
Performance Evaluation
1.
The Board shall develop, based on a proposal of the RNC, the mechanisms for annual
performance evaluations.
2.
The performance evaluation shall be in writing, clear and disclosed to the parties
under evaluation to ensure the effective functioning of the Board, Board members,
Committees and Executive Management.
3.
The performance evaluation shall test against (and not be limited to) key performance
indicators linked the strategic objectives of the Company, the quality of risk
management, the efficiency of the internal control systems and relevant activities.
Evaluations shall also entail an assessment of the strengths and weaknesses, and the
corresponding methods to address weaknesses.
4.
The individual assessment of Board members shall take into account the extent of
effective participation of the member and his/her commitment to performing his/her
duties and responsibilities, and overall contribution to Savola Group including
focusing on areas in which the Board or management believes that the Board could
improve its effectiveness, including attending the Board and its Committee meetings
and dedicating adequate time thereof.
5.
The Board shall obtain an assessment of its performance from an independent third
party every three years. This independent and its relation with the Company shall be
disclosed in the Board report.
6.
The Board shall ensure that non-executive members carry out periodic assessments of
the performance of the Chairman taking into consideration the executive members
without the presence of the Chairman.
7.
The Board annual report shall contain the results of the performance evaluations of
the Board, its members, Committees and Executive Management.
Training
Savola should pay adequate attention to the training and qualification of the members of
the Board and the Executive Management team, and develop the necessary programs,
taking into account the following:
Preparing programs for the newly appointed members of the Board and Executive
Management to introduce the company's operations and activities, in particular:
