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Statement of Corporate Governance
DATE OF MEETING
AGENDA
20.01.2015
Briefing on audit results regarding royalties in IT systems in «Aluminium of Greece Industrial and Commercial Societe
Anonyme”
17.02.2015
Briefing on audit results regarding management of payroll in the energy group companies.
20.02.2015
Briefing on audit results regarding follow up of agreed action plans dated until 30.06.2014.
04.03.2015
First item: Approval of yearly audit plans by the Internal Audit Directory for the year 2015.
Second Item: Briefing on audit results regarding Group legal expenses
18.03.2015
Approval of performed audits by the Internal Audit Directory for the fourt semester 2014
29.04.2015
Briefing on audit results regarding payroll of “Aluminium of Greece Industrial and Commercial Societe Anonyme”.
06.07.2015
Briefing on audit results regarding “Management of Karystias inventory”.
21.07.2015
Briefing on audit results regarding oil management of “Aluminium of Greece Industrial and Commercial Societe
Anonyme”.
02.09.2015
Briefing on audit results regarding “Compliance with Corporate Governance Regulation”.
07.09.2015
Briefing on audit results regarding “Management of Cogeneration of Electricity and Heat inventory”.
08.09.2015
Briefing on audit results regarding “Confirmatory audit on project “FUTURE”.
23.09.2015
Briefing on audit results regarding “Intergroup balance and transactions dated 31.12.2014”.
05.11.2015
Briefing on audit results regarding management of account and balance of «GLENCORE INTERNATIONAL AG».
21.12.2015
Briefing on audit results regarding industrial IT.
31.12.2015
Briefing on audit results regarding “Retail Sales”
DATE OF MEETING
AGENDA
24.02.2015
Briefing on the results of CSRC’ actions 2013-2014. Briefing and approval regarding strategic goals and
actions 2015. Presentation of study regarding new management system and implementation of Group
MYTILINEOS’ Social contribution
Member
Status
Evangelos Mytilineos
President of the Board & CEO - Executive
Ioannis Mytilineos
Vice President of the Board – Non-Executive
Georgios-Fanourios Kontouzoglou
Executive Director - Executive
Sofia Daskalaki-Mytilineou
Member of the Board – Non-Executive
Wade Burton
Member of the Board – Non-Executive
Nikolaos Karamouzis
Member of the Board - Independent –
Non-Executive
Apostolos Georgiades
Member of the Board - Independent –
Non-Executive
Christos Zerefos
Member of the Board - Independent –
Non-Executive
Michail Chandris
Member of the Board - Independent –
Non-Executive
The rules governing the representation and binding of the Company are defined
by special decisions of the Board of Directors.
The Remuneration Committee has been established but has not yet convened. It
is composed of three members of the Board of Directors, of which, at least one
is obligatorily an executive member. It convenes on an ordinary basis or on a
case by case basis whenever there is a matter of recruiting or laying off an ex-
ecutive that reports directly to the CEO and executives that report to the General
managers and Managers or whenever there is a need to convene. On occasion
the Committee submits to the Board of Directors suggestions, which are relevant
to its tasks and activities, as these are described hereafter, so that the Board of
Directors can decide accordingly.
The main tasks of the Auditing Committee are: the monitoring of: 1) the financial
updating procedure, 2) the effective operation of the internal auditing and risk
management systems, 3) the operation of the Internal Auditors Division of the au-
dited entity, 4) the progress of the compulsory audit of the individual and consoli-
dated financial statements. In addition, the Committee is charged with checking
and monitoring all issues related to the existence and
preservation of the objectivity and independence of
the legal auditor or auditing agency, especially with
regard to the provision of other services by the legal
auditor or auditing agency to the audited entity. The
Committee can do so by receiving from the com-
pany’s legal auditors the compulsory reports on any
issue that pertains to the progress and results of the
compulsory audit. Moreover, the Committee checks
the drafting of the reports and receives the special
report of the legal auditors regarding the weakness-
es of the internal audit system and in particular the
weaknesses of financial information processing and
drafting of financial statements.
The topics that were discussed by the Auditing
Committee during 2015 are presented in the follow-
ing table:
The CSR Committee has the responsibility vis-à-vis the Board of Directors of supervising and ensuring the proper implementation
of the Corporate Social Responsibility in the Group, which pertains to policies, objectives, actions and results of environmental,
social and moral issues related to the internal and external environment of the Group’s companies. Moreover, the CSR Commit-
tee can act as an advisor to the Group’s Management and to the relevant committees of the Board of Directors on matters that
are relevant to its competence, so that these are more fully implemented.
The topics that were discussed by the Corporate Social Responsibility Committee during the year 2015 are presented in the fol-
lowing table:
(B)
(i)
According to the Articles of Association the Board of Directors is composed of seven (7) up to fifteen (15) members.
The composition of the Board of Directors, as elected by the General Assembly, formed on 08.05.2013 and reorganized on
19.11.2013 due to replacements of resigned members up to 16.02.2015, was the following:
