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MYTILINEOS HOLDINGS - SUSTAINABILITY REPORT
2016
9.1 Governance structures
MYTILINEOS Group applies the principles of Corporate
Governance in accordance with the Greek laws in force, in order
to ensure transparency and operate responsibly across all its
business activity sectors. The Company follows the policies
and practices adopted by the “Hellenic Corporate Governance
Code for Listed Companies» issued by the Hellenic Corporate
Governance Council (HCGC), which is applied today, as in force
following its review in October 2013. The Code is available on
the Athens Stock Exchange website(www.helex.com/el/web/
guest/esed) and on the Company’s website at:
.
gr/en-us/codes-and-policies/of-mytilineos-group#tab-
corporate-governance-code.
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1. MYTILINEOS HOLDINGS S.A., as the Corporate Centre
of MYTILINEOS Group: The Group’s Corporate Centre is
organised into Divisions and Departments, tasked with distinct
responsibilities and clearly defined scope of activities. The
number, scope of activities and responsibilities of the Divisions
and Departments are determined or modified by resolution of
the Board of Directors or the General Meeting, as the case may
be, with a corresponding amendment of the Internal Operation
Regulation, in accordance with the laws in force and with the
Company’s Articles of Association.
2. The Activity Sectors of the MYTILINEOS Group companies:
Activity Sectors are defined mainly as a function of the
economic activity sectors in which every subsidiary
of MYTILINEOS HOLDINGS S.A. develops its business
operations. The persons in charge of the Group’s Activity
Sectors have extended managerial responsibilities and
executive authority. The selection of General Managers by
the Company’s Management is based, inter alia, on their
successful track record and professional experience in the
corresponding activity sector.
Group Legal &
Regulatory Affairs
METALLURGY
Aluminium
Delfi-Distomon
ENERGY
Protergia
M&M GAS
Korinthos Power
EPC WORKS
ΜΕΤΚΑ
Group
Treasury
Group
Finance
Group
Administration
Metallurgy
Zn & Pb
CSR Committee
Remunerations Committee
Audit Committee
Internal Audit
Chairman & Chief
Executive Officer
Mergers &
Acquisitions
Group
Corporate Affairs
International
Business
Affairs
Board of Directors
CORPORATE CENTRE
SECTOR OF ACTIVITY
TheBoardof Directors (BoD) is thebody exercising themanagement of
theGroup.Itisresponsibleformanaging(administeringanddisposing)
the Company’s assets and for representing the Company, seeking
to enhance its economic value and profitability and to safeguard the
corporate interests.The Board of Directors holds ordinary meetings
at least once per month and extraordinary meetings whenever
important issues arise or decisions need to be made. Usually, the
ordinary meetings are attended by all Board members. Thus far the
Board of Directors has never postponed making a decision because
of lack of quorum. More specifically, during the year 2016 the Board of
Directors convened sixty-three (63) times.
The Group’s organisational structure, shown in the corresponding Organisational Chart, is defined by the operation of:
Board of Directors
Composition of the Group’s Board of Directors (31-12-2016)
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FULL NAME
STATUS
Evangelos G. Mytilineos
Chairman and Managing Director – Executive Membe
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Ioannis G. Mytilineos
Vice-Chairman – Non-Executive Member
George-Fanourios S. Kontouzoglou
Executive Director – Executive Member
Sofia G. Daskalaki
Non-Executive Member
Wade R. Burton
Non-Executive Member
Apostolos S. Georgiadis
Independent – Non-Executive Member
Christos S. Zerefos
Independent – Non-Executive Member
Michael D. Chandris
Independent – Non-Executive Member
Review of the Code of Business Conduct of MYTILINEOS Group
As a part of the Group’s long-standing commitment to continuous
improvement and effective corporate governance, the Group’s
Code of Business Conduct sets out the general principles that
define responsible business conduct and the ethical rules that
all the employees involved in the group’s activities, as well as the
Group’s associates, including contractors, suppliers and business
partners are expected to adhere to. The Code is important to
the Group because its application is a substantial step towards
achieving its main strategic goal of Continuous and Responsible
Development. The Code ensures that all Group activities are
carried out with integrity, thus protecting the Group’s reputation,
which is its most valuable intangible asset, and also creates the
right setting for the Group’s further growth.
In 2016 the review of the Group’s Code of Business Conduct was
completed. The aim was to make it even more coherent in order
to better meet the expectations of all Group Stakeholders and also
to adjust it to the further growth of the Group’s activities in Greece
and abroad. The new version of the Code includes new sections,
including the role of management executives, the strengthening
of transparency, the relations with the supply chain, the integrity
of financial and non-financial data and the reporting of Code
violations. The sections that have been enriched include the further
specification of human rights protection, legislative compliance,
customer relations, media relations and the adherence to the
Code.
