DOCUMENTS FOR THE ANNUAL GENERAL MEETING
DOCUMENTS FOR THE ANNUAL GENERAL MEETING
DOCUMENTS FOR THE ANNUAL GENERAL MEETING
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MOL Plc. Annual General Meeting 2013 Documents<br />
Proposal to Item 1 of the Agenda<br />
Approval of the corporate governance declaration<br />
Budapest Stock Exchange published its corporate governance recommendations<br />
(“Recommendations”) in 2004. In the same year, MOL voluntarily submitted its declaration on the<br />
compliance with the Recommendations among first issuers. From 2005 MOL is obliged to submit its<br />
declaration on the Recommendations. The Board of Directors approved the declaration in both years.<br />
Pursuant to the Company Act from 1 July 2006 the declaration needs to be approved by general<br />
meeting, MOL however playing a pioneer role approved already in 2006 by its annual general<br />
meeting the declaration to be submitted to the Budapest Stock Exchange.<br />
In 2007, Budapest Stock Exchange issued new Corporate Governance Recommendations (“CGR”).<br />
According to the CGR, companies listed on the stock exchange are required to express their views on<br />
their corporate governance practices in two ways. In the first part of the statement they have to give<br />
account of the corporate governance practices applied by their company in the given business year,<br />
including their corporate governance policy, and a description of any unusual circumstances.<br />
In the second part of the statement, in accordance with the "comply or explain" principle, they have<br />
to indicate their compliance with those recommendations included in specified sections<br />
of the CGR ("R" - recommendation) and whether they apply the different suggestions formulated in<br />
the CGR ("S" - suggestion). If the issuer does not apply the recommendation or applies it in a<br />
different manner, an explanation of what the discrepancies are and the reasons for the said<br />
discrepancies should be provided ("comply or explain" principle). In the case of suggestions,<br />
companies shall only indicate whether they apply the given guideline or not; there is no need for a<br />
specific explanation. The size of the declaration increased significantly. Until 2007, issuers had to<br />
make declaration consisting of 22 questions, from that year more than 100 questions had to be<br />
responded.<br />
The CGR was modified and the new Recommendation are effective from 1 December 2012. There<br />
were only smaller updates not referring to the content of the recommendations (neither<br />
conceptional nor structural changes). The number of questions increased as some recommendations<br />
and suggestions used to refer to several bodies or committees within the same item, such questions<br />
were separated in order to allow responses differentiated by bodies or committees.<br />
The Corporate Governance Guidelines of the Budapest Stock Exchange are available on:<br />
www.bse.hu<br />
Proposed resolution<br />
The Board of Directors upon the approval of the Supervisory Board agrees to propose the AGM the<br />
approval of the Corporate Governance Report, based on the Corporate Governance<br />
Recommendations of the Budapest Stock Exchange.<br />
53/94