Governance

Board of Directors

Under Sponda Plc’s articles of association, the company has a Board of Directors with five to nine (5–9) ordinary members. All members of the Board of Directors were elected for a term ending at the end of the next Annual General Meeting.

Chief Executive Officer

Sponda’s President is appointed by the company’s Board of Directors. He manages the company’s day-to-day operations in accordance with the instructions and stipulations of the Board of Directors. The President is responsible for ensuring that the company’s accounts comply with legal provisions and that the company has sufficient capital funds for its purposes. The President is assisted by the Group’s Executive Board, of which he is the chairman. Sponda’s CEO is Christian Hohenthal.

The employment terms of the President are set out in a written contract of employment approved by the Board. The period of notice of the President is six months. Should the company terminate the President’s contract of employment, the President is entitled to compensation equivalent to twelve months salary.

 

Executive Board

The Group’s Executive Board prepares the company’s annual business strategy and budget and monitors their implementation. The Executive Board also considers investments and divestments of strategic significance to the whole Group, as well as the company’s operational guidelines and reporting. The Executive Board has five members: the President and CEO, the Chief Financial Officer (CFO), Chief Operating Officer (COO), Chief Information Officer (CIO) and Chief Legal Officer (CLO).

General Meetings

The company’s supreme decision-making body is the General Meeting of shareholders. The Annual General Meeting (AGM) is held once a year on a date determined by the Board of Directors and within six (6) months from the end of the previous financial year. The AGM considers the matters stipulated in the Companies’ Act and Sponda’s articles of association. These include adopting the financial statements, deciding on the use of the profit shown in the balance sheet, electing the Board of Directors and deciding on their remuneration, and appointing the company’s auditors and deciding on their remuneration.

Sponda publishes the notice of general meetings in at least one daily national newspaper determined by the Board of Directors and also on the company’s website. Shareholders wishing to attend a general meeting are required to be registered in the company’s shareholder register and to inform the company of their intention to attend the meeting in the manner stipulated in the notice of meeting.
Extraordinary general meetings are convened when considered necessary by the Board of Directors or when required by the law.

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