Savola CG Manual - page 6

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Term
Definition
10
Independent
Member
A non-executive Board member who enjoys complete
independence in his/her position and decisions and to
which no independence rules stipulated in Article 20 of
GC Regulations of CMA shall apply. He/she shall be able
to perform his/her duties, express his/her opinion and
vote on decisions objectively without bias; in a manner
that contributes to achieving the interests of the
Company.
11
Chief Executive
Officer (CEO)
Any natural person who heads the operations of Savola
and represents the highest executive grade in the
Company. The CEO shall include the chief executive
officer, the president of the company or equivalent, or the
Managing Director (if any)
12
Senior Executives
Any natural person who manages and is responsible for
making and implementing the Company's strategic
decisions, including the CEO, deputies according to the
hob grade defined for Senior Executives and the CFO, as
well as the CEO of Savola Foods (Food Sector), the CEO
of Panda Retail (Retail Sector) and any other major sector
that could be subsequently included in the Group
portfolio. The CMA shall be notified of the names of
Senior Executives and any changes that may occur to
them in addition to their family members according to the
form prepared by the CMA and within the period
specified by the regulations.
13
Controlling Interest
The ability to influence the actions or decisions of another
person directly, indirectly, individually or collectively
with a relative or an affiliate through:
(a) Owning 30% or more of the voting rights in a
company, or
(b) Having the right to appoint 30% or more of the
members of the governing body (administrative team
members).
14
Affiliate
A person who controls another person, or is controlled by
that other person, or who is under common control with
that person by a third person. In any of the preceding,
control could be direct or indirect.
15
Subsidiary
Any other company on which Savola Group has a control
directly or indirectly.
16
Relatives
- Father, mother, grandfather and grandmother and their
ancestors;
- Children and grandchildren and their descendants;
- Siblings, maternal and paternal half-siblings and their
children; and
- Husbands and wives.
17
Operating
Companies
(OpCos)
This refers to direct OpCos and core operating
businesses of Savola Group. This includes:
1.
Savola Foods Company
(SFC): fully owned by
Savola Group; SFC owns and operates operations
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