2010 Annual Report - S&B

The Corporate Governance System aims at doing business througha fair, sound and effective management system, in compliancewith regulations and professional conduct and ethics.Corporate GovernanceS&B’s CorporateGovernanceSystem is anevolution of business principles thatwere formulated already since the1980s, in order to replace the traditionalmanagement system of a family-ownedbusiness. Following theedition of the “OECD Principles ofCorporate Governance” in 2000,S&B readily adopted them and transformedits Corporate GovernancePrinciples accordingly. As a result,the first codified edition of “S&B Principlesof Corporate Governance”was published in 2001, the first of itskind in Greece. The Group’s CorporateGovernance System evolves inorder to respond to the continuallychanging business and social conditionsand in the first quarter of 2010S&B concluded its 4th CorporateGovernance System revision.The “S&B Principles of CorporateGovernance” reflect the Group’sconduct towards its Stakeholders,comprising not only the Company’slegal and statutory obligations, butalso its self-imposed commitmentsthat stem from its Corporate BusinessEthics.The main objective of S&B CorporateGovernance System is the longtermdevelopment of the Company,dictated by an equal and fair defenceof the interests of all Shareholderswith no exception, as well as by thedemands of social responsibility andpublic acceptance.Accordingly, the Company is concernedwith:• safeguarding the Principles andValues of the Group• clarifying the authority and dutiesof the various bodies involved inCorporate Governance• evaluating entrepreneurial threats/ opportunities and taking calculatedrisks (risk management)• ensuring the effective utilization ofthe available resources• monitoring and efficiently controllingthe Company’s Managementactivities• safeguarding the transparency ofcorporate activities• safeguarding the Shareholders’ rightsand facilitating their exercise• promoting the effective and consistentimplementation of CorporateSocial Responsibility• safeguarding efficient applicationof the Group’s Environmental,Health & Safety Policy• protecting the rights of the StakeholdersThe above objectives are fulfilled by:• Transferring the management ofthe Group to professional managers,who, as a rule, have no familyconnection with those whocontrol the majority of the Company’sequity,• Securing an effective corporateoperational control, consisted ofindependent internal and externalauditing bodies, and• Establishing an active Board ofDirectors, which acts as the topguiding body for the effective safeguardingof the interests of theCompany and all the shareholders,as well as those of the Stakeholdersin general.Our Corporate Governance System continuously evolves tokeep abreast of wider socio-economic developments ensuringalignment with international best practices. The 4th and mostrecent revision to our standards occurred in early 2010 placingfurther emphasis on transparency and on our risk managementprocesses, but also on Sustainable Development as a strategicchoice for the Group, in response to the globally unstablebusiness environment.40 S&B Industrial Minerals S.A.