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The rights of shareholders and key ownership functions

The Company enables exercise of basic shareholder rights that include the right to:

1. Secure methods of ownership registration,

2. Convey or transfer shares,

3. Obtain relevant and material information on the Company on a timely and regular basis, via the Company’s web-site,

4. Participate and vote in general shareholder meetings,

5. Elect president of the Company and members of the Management and Supervisory Board,

6. Share in the profits of the Company.

 

The Company shall provide shareholders the right to participate in, and to be sufficiently informed on, decision concerning fundamental corporate changes such as:

1. Amendments to the Statute or Articles of incorporation of the Company,

2. The authorization of additional shares,

3. Extraordinary transactions including the transfer of all or substantially all assets that in effect result in the sale of the Company.

 

Shareholders shall have the opportunity to participate effectively and vote in annual or extraordinary general shareholder meetings and shall be informed of the rules, including voting procedures that govern general shareholder meetings:

1. Sufficient and timely information concerning the date, location and agenda of general meet ings, as well as full and timely information about agenda items and the issues to be decided at the meeting.

2. Opportunity to ask the Management and Supervisory Boards questions, including questions referring the annual external audit of financial reports, to place items on the agenda of gen eral meetings as by the Law, Articles of incorporation and Statute of the Company.

3. Facilitated effective shareholder participation in key corporate governance decisions, such as the election of President of the Company, members of the Management and Supervisory Boards. Making shareholder views known on remuneration policy for members of these boards and of the Executive Board as well. The equity component of compensation schemes for board members shall be subject to shareholder approval.

4. Shareholders shall be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia.

 

Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.

The Company will ensure that the mechanisms of corporate governance shall not be used in the way that prevents markets for corporate control to function in an efficient and transparent manner as follows:

1. The rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate as sets, shall be clearly articulated and disclosed so that investors understand their rights and recourse.

2. Transactions should occur at transparent prices and under fair conditions that protect the rights of all shareholders according to their class.

3. Anti-takeover devices should not be used to shield management and the board from accountability.

 

The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated:

1. Institutional investors acting in a fiduciary capacity should disclose their overall corporate govern ance and voting policies with respect to their investments, including the procedures that they nave in place for deciding on the use of their voting rights.

2. Institutional investors acting in a fiduciary capacity should disclose how they manage material conflicts of interest that may affect the exercise of key ownership rights regarding their investments.

 

Shareholders, including institutional investors, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in principles of corporate governance, subject to exceptions to prevent abuse.

 

©2013 Metalac a.d. All rights reserved. v.300321