38
39
Statement of Corporate Governance
Statement of Corporate Governance
This Statement of Corporate Governance (the “Statement”) is made in the con-
text of the conformation of Mytilineos S.A. (the “company”) to the provisions of
article 2 of Law 3873/2010, and regards:
Corporate Governance Code
a) Compliance of the Company with the Corporate Governance Code
Our Company complies with the policies and practices adopted by the “Corpo-
rate Governance Code of the Hellenic Federation of Enterprises (SEV in Greek)
for Listed Companies” (hereinafter the Code), whose text has been posted on
the website of SEV.
b) Deviation from the special practices of the Code
The Company’s practices, as implemented under its Articles of Association, its
Internal Regulation and Code of Ethics, deviate from the special practices of the
Code in the following points:
i.
There is no nomination committee for members of the Board of Directors
(article 5.5). Given that no such obligation to set up a committee is laid down by
law and our Company has strict criteria pertaining to the selection of its candi-
dates, the Company reserves its right whether a nomination committee for mem-
bers of the Board of Directors shall be set up, investigating at the same time the
possibility of applying a commonly accepted methodology and procedure.
ii.
Regarding the assessment procedure of the effectiveness of the members
of the Board of Directors and its committees (article 7.1), our Company has al-
ready adopted said special practice.
iii.
The Company’s Articles of Association provides to the shareholders the
ability of a distance participation in the voting procedure during the General As-
sembly whether by an electronic vote or a correspondence vote (Part II. Article
1.2). However, the Company is waiting for the issuance of the relevant ministerial
decisions in order to introduce a relevant procedure dealing with the technical
standards providing security to the electronic voting.
iv.
The Company has not adopted a diversity policy including the genders’
balance for the members of the Board of Directors. The Company is keen on fol-
lowing the said practice by setting up a pertinent procedure.
2. The General Assembly and the shareholders’ rights
a. Operation of the General Assembly and its key powers
(i) The General Assembly of the Company’s shareholders is its highest body and
is entitled to take decisions on all cases related to the company. More specifi-
cally:
The General Assembly is the only competent one to decide on the:
a. extension of the company’s duration, merger, split-up, conversion, revival or
dissolution;
b. amendment of the articles of association;
c. increase or decrease of the Share Capital, with the exception of the case of
para 2, case a, article 5 of the Articles of Association, the provisions imposed by
the law and the capitalization of the reserves;
d. issuance of a debenture loan with convertible loans and a debenture loan with
participation right in the profits, without prejudice to the terms of para 2, case b,
article 5 of the Articles of Association;
e. election of the BoD members, apart from the cases of article 22 of the Articles
of Association;
f. election of auditors
g. election of liquidators
h. approval of annual accounts (annual financial
statements)
i. appropriation of annual profits
The above competencies do not include:
a) increases decided in application of paragraphs 1
and 14 of article 13, C.L. 2190/1920, as each time in
force, and increases imposed by provisions of other
laws;
b) the amendments of the Articles of Association
decided by the Board of Directors in application of
para 5, article 11, para 2, article 13a, para 13, article
13 and para 4, article 17b of C.L. 2190/1920 as each
time in force;
c) the absorption of a public limited company (SA)
under article 78 by another public limited company
(SA) possessing 100% of its shares; and
d) the possibility of profit or optional reserve appro-
priation in the current fiscal year with the decision of
the Board of Directors provided that there is no rele-
vant authorisation of the ordinary general assembly.
(ii) Its legal decisions also bind the shareholders
who are absent or disagree.
(iii) The shareholders’ General Assembly is con-
vened by the Board of Directors and is held at the
company’s seat or in the region of another munici-
pality within the prefecture where the company has
its seat or in another municipality neighboring the
one where the company has its seat, at least once
a year, always in the first semester from the expiry
of each fiscal year. The General Assembly, also,
can be held in the municipality where the seat of
the Stock Market where the company’s shares are
listed. The Board of Directors can convene an ex-
traordinary shareholders’ General Assembly, when
deemed necessary. The General Assembly can be
held via a teleconference, according to the technical
security specifications stipulated in the decisions of
the Minister of Development, following an opinion of
the Capital Market Commission.
(iv) The General Assembly, with the exception of re-
peat meetings and the similar ones, should convene
at least within twenty (20) full days before the one
set for its convocation. The publication day of the
invitation of the General Assembly and the day of
the meeting are not taken into account. The invita-
tion of the General Assembly includes the place of
the assembly with its exact address, the date and
the time, the items on the agenda, the shareholders
with participation right and exact instructions about
the way the shareholders will be able to participate
in the assembly and exercise their rights in person
or by proxy or even from distance. No invitation is
required if shareholders representing the total of the
share capital are presented or represented and no
one objects to its convocation and decision taking.
(v) The General Assembly is in quorum and timely convenes for the
items on the agenda when a percentage of at least twenty per cent
(20%) of the paid Share Capital. If such a quorum is not achieved in
the first Assembly, a repeat one is convened within twenty (20) days
from the date of the postponed assembly with an invitation of the
Board of Directors sent at least ten (10) days before. The repeat as-
sembly is in quorum and timely convenes on the items of the agenda
whatever the part of the paid Share Capital is represented.
(vi) The decisions of the General Assembly are taken with an absolute
majority of the votes, represented in the meeting. The General As-
sembly is exceptionally considered to be in quorum and timely con-
venes on the items of the agenda if two thirds (2/3) at least of the paid
Share Capital are represented, in the case of decisions pertaining to:
a. extension of the company’s duration, merger, split-up, conversion,
revival or dissolution; b. change of the national status of the Company;
c. change of the scope of the Company’s activities; d. increase and
decrease in the share capital; e. change in the profit appropriation
(Law 876/1976); f. increase in the shareholders’ obligations; g. provi-
sion or renewal of the power of the Board of Directors for an increase
in the share capital under para 1, article 13, C.L. 2190/1920, and in
any case defined by the law or the articles of association that for the
General Assembly to take a specific decision, the above quorum is
required.
(vii) The General Assembly is provisionally chaired by the President of
the Board of Directors or in case of obstacles, the Deputy President
appointed by the Board of Directors with a special decision to this
purpose. Secretarial duties are performed by the secretary appointed
by the President. After the list of the shareholders with a right to vote is
approved, the assembly continues with the election of its Chair and a
secretary who also acts as a teller.
(viii) The discussions and decisions of the General Assembly are re-
stricted to the items on the agenda. The agenda is prepared by the
Board of Directors and includes the proposals of the BoD to the As-
sembly and possible proposals made by the auditors or sharehold-
ers representing one twentieth (1/20) of the paid share capital. For
the items discussed for which decisions are taken, minutes are kept
signed by the Chair and the Secretary. The list of the shareholders
present or represented in the General Assembly is recorded at the
beginning of the minutes. If only one (1) shareholder is present in the
General Assembly, the presence of a Notary Public is compulsory to
co-sign the minutes of the assembly.
b. Rights of the shareholders and their way of exercise
(i) The shareholders exercise the rights relevant to the company’s ad-
ministration only with their participation in the General Assembly. Each
share provides the right of one vote in the General Assembly without
prejudice to article 16, C.L. 2190/1920, as currently in force.
(ii) Any person appearing as a shareholder in the registry of the De-
materialized Securities System managed by HELLENIC EXCHANGES
SA (HELEX), in which the shares of the Company are recorded, is
entitled to participate in the General Assembly. Proof of shareholder
status should be made by presenting relevant written certification from
HELEX or alternatively with direct electronic link-up of the company
with the records of the Dematerialized Securities System. Shareholder
proof status should exist in the beginning of the fifth (5
th
) day prior to
the general assembly (recording date) and the relevant written certifi-
cation in proof of the shareholder status issued by HELEX must have
been received by the Company by the third (3
rd
) day before the date
of the General Assembly.
(iii) The Company considers that only a party having
the shareholder’s capacity on the recording day of
the list has the right to participate and vote. Share-
holders who do not comply with the provisions of
article 28a of the Codified Law 2190/1920 may par-
ticipate in the General Assembly only after the Meet-
ing has authorized them to do so.
(iv) It is noted that in order to exercise said rights
(participation and voting), it is not necessary to
block the shares or follow any other similar proce-
dure that may restrict the ability to sell and transfer
shares in the period between the Record Date and
the date of the General Assembly.
(v) The shareholder may participate in the General
Assembly and may vote either in person or by proxy.
Each shareholder may appoint up to three (3) proxy
holders. Legal entities may participate in the Gen-
eral Meeting by appointing up to three (3) natural
persons as proxy holders. Prior to the commence-
ment of the General Meeting proceedings, the proxy
holder must disclose to the Company any particular
facts that may be of relevance for shareholders in
assessing the risk that the proxy holder may pur-
sue interests other than those of the shareholder.
Within the meaning intended in this paragraph, a
conflict of interest may arise in particular when the
proxy holder: (a) is a controlling shareholder of the
Company or is another entity controlled by such
shareholder; (b) is a member of the board of direc-
tors or the broader management of the Company,
or of a controlling shareholder or an entity controlled
by such shareholder; (c) is an employee or an au-
ditor of the Company, or a controlling shareholder
or an entity controlled by such shareholder; (d) is
a spouse or close relative (1st degree) of a natural
person referred to in (a) to (c) hereinabove. The ap-
pointment and revocation of appointment of a proxy
holder shall be made in writing and shall be noti-
fied to the Company in writing at least three (3) days
prior to the date of the General Assembly.
(vi) Participation from a distance in the voting dur-
ing the shareholders’ general assembly is possible
either by using electronic means or voting by mail by
sending the items of the agenda to the shareholders
along with the relevant vote forms on these items.
c. Other shareholders’ rights
(i) Ten (10) days before the ordinary General Assem-
bly, each shareholder can take the annual financial
statements and the relevant reports of the Board of
Directors and the auditors from the company. These
documents should have been timely submitted by
the Board of Directors to the Company’s office.
(ii) After the request of shareholders representing at
least one twentieth (1/20) of the paid Share Capital,
the Board of Directors is obliged to call an Extraor-
dinary General Assembly setting a date which is not
more than forty five (45) days from the day the ap-
plication was served to the President of the Board of
Directors. The application should accurately deter-
mine the item on the agenda. If a General Assembly
is not called by the Board of Directors within twenty
(20) days from serving the relevant application, the
