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6.
In discharging their oversight role, each respective Committee is empowered to
investigate any matter brought to its attention with full access to all books, records,
facilities and personnel of the Company and has the power to appoint outside
counsel, auditors or consultants, provided that the Company shall incur all
required expenses. With exceptions of the Audit Committee, the Board shall have
the power to set the compensation as stated in the Bylaws. The details of such
compensations are defined in the compensation policies of the Board, Committees
and Executive Management approved by the GA.
Committee Membership :
1.
Committee members shall be appointed by Savola’s Board based on the
recommendation of the remuneration and nomination Committee (RNC) for a
period of three years starting and ending with Savola’s Board office tenure. The
number of members of each Committee shall not be less than three or more than
five. Committee members shall possess the experience and qualifications related
to each respective Committee function and mandate. Savola Board has the right to
dismiss all or any of the Committee members at any time as it deems appropriate
for the achievement of the Committee’s objectives except for the members of the
Audit Committee whose appointment and dismissal is determined by the GA.
2.
Any Committee whose duties are likely to produce situations involving a conflict
of interest shall be comprised of a sufficient number of non-executive directors.
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3.
Each Committee has the right to form a team from within itself for any reason it
deems appropriate to achieve its goals, and it has the right to delegate to the team
some of its authorities as deemed necessary provided that such a team is
comprised of not less than two (2) members.
4.
The Chairman of each respective Committee shall be appointed by Savola’s Board
or, if no such designation is made, shall be selected by the majority vote of the
Committee.
5.
Each Committee member is entitled to resign provided that the timing of the
member’s resignation is appropriate and accepted by the Board.
6.
In the event of vacancy in any Committee, the Board – upon the recommendation
of the RNC – shall appoint a member in the vacant position to complete the period
of his predecessor until the end of the tenure. As for the Audit Committee, the
decision of appointment shall be presented to the nearest GA for approval.
Committees’ Meetings:
Each Committee shall hold three to four prescheduled meetings during the year, and
extraordinary meetings may be held as and when required.
Committee Secretary:
Each Committee shall select its secretary, from among its members or the Company’s
employees, without having the right to vote on the Committee decisions (in case the
secretary is not a Committee member) and shall be responsible for organizing the
Committee meetings and activities, developing and documenting their minutes, following
10) At its meeting held on 16-17 December, 2017, the Board approved the charters of the Investment Committee and
CSR Committee as part of the Company's internal CG framework.
