Savola CG Manual - page 22

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6)
Managing the day-to-day operation of the Company and conducting its activities as
well as managing its resources optimally conformance with the Company’s objectives
and strategies and the relevant laws and regulations.
7)
Developing, implementing and managing Savola Group’s risk management and
internal controls framework along with ensuring that they are efficient and effective,
and ensuring compliance with the level of risks approved by the Board.
8)
Developing, implementing and updating Savola Group’s internal policies and
procedures approved by the Board.
9)
Observing relevant trends in the industry and Savola Group’s operating environment.
10) Carrying out the policy planned by the Board and shareholder assemblies, making
decisions that are in the interest of Savola Group and achieving its goals.
11) Recommending to Savola’s Board the following:
The overall Strategy and investment plan of Savola Group;
Financial objectives of Savola and OpCos; and
The most appropriate capital allocation model across the Group’s OpCos and
investments.
12) Recommending the main capital expenditures of Savola in addition to the acquisition
and disposal of assets.
13)
Implementing and overseeing the internal control systems, including:
The conflict of interest policy;
Accurately applying the financial and accounting procedures, including the
procedures relating to the preparation of financial reports; and
Applying appropriate control systems for measuring and managing risks by
generally forecasting the risks that Savola may encounter and creating an
environment which is aware of the culture of risk mitigation at Savola level, and
transparently disclosing them to Savola’s Board and other relevant stakeholders.
14)
Investing/divesting in new businesses outside the jurisdiction of the OpCos.
15)
Implementing and ensuring compliance with the CG standards set out in this
document and defined by Savola’s Board at Savola level and OpCos levels.
16)
Implementing policies and procedures to ensure Savola’s compliance with the laws
and regulations and its obligation to disclose material information to shareholders and
stakeholders.
17) Providing the Board with the required information to exercise its competencies and
providing recommendations regarding the following:
Increasing or decreasing the share capital of Savola;
Dissolving Savola before the end of its term as specified in its Bylaws or deciding
the continuity of Savola;
Using the consensual reserve;
Forming additional reserves; and
The method for distributing the net profits of Savola.
18) Proposing employee remunerations.
19) Recommending a clear policy to delegate tasks to the Executive Management and the
method for implementing such policy.
20) Monitoring the financial performance of the OpCos within the reporting guidelines in
the approved governance model.
21) Assessing and evaluating risks associated with the OpCos and the various investments
and recommending the best risk management approach to Savola’s Board.
22) Promoting a culture that reflects Savola’s ethics and values.
23) Representing Savola and coordinating with the official authorities in developing
legislation and laws to eliminate obstacles, and support the ability of Savola to achieve
its goals.
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