The responsibilities of the board

Members of the Management Board will act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the Company and shareholders.

Where Board decisions may affect shareholder groups differently, the board shall treat all shareholders fairly. The Board shall apply high ethical standards and standards of the Business Ethics Code, taking into account the interests of all stakeholders.

Beside the functions given by the law, Statute and the Articles of Incorporation, the Board shall fulfil key functions including:

 

1. Reviewing and guiding corporate strategy, defining business policy and annual business plans, risk policy, setting performance objectives, and overseeing major capital expenditures, acquisitions and divestitures.

2. Monitoring implementation of corporate governance principles and making changes of the Code as needed.

3. Selecting members of the Executive Board, and selecting, compensating, monitoring and, when necessary, replacing other key executives, and overseeing plan making for key executives.

4. Aligning key executive and Boards remuneration with the longer term goals of the Company and the shareholders.

5. Ensuring a formal and transparent Board nomination and election process.

6. Monitoring and managing potential conflicts of interest of management Board members and shareholders, including misuse of corporate assets and abuse of related party transactions.

7. Ensuring the integrity of the Company’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.

8. Ensuring the integrity of the Overseeing the process of disclosure and communications.

 

The management Board shall be able to exercise objective independent judgement on corporate affairs:

1. The Board shall consider assigning a sufficient number of non-executive board members capable of exercising independent judgement to tasks where there is a potential for conflict of interest.

2. When committees of the Board are established, their mandate, composition and working procedures shall be well defined and disclosed by the Board.

3. Board members shall be able to commit themselves effectively to their responsibilities. In order to fulfil their responsibilities, the Company will assure Board members to have access to accurate, relevant and timely information

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