Batory3

MANAGEMENT STRUCTURE

1. THE BOARD OF DIRECTORS

The Board has a dual role to play, to pursue the long term success of the company and to ensure effective monitoring and control as the guardian of corporate interest.

The Board decides o­n the Company's values and strategy, its risk appetite and key policies.

The Board ensures that the necessary financial and human resources are in place for the Company to meet its objectives.

With respect to its monitoring responsibilities, the Board :

  • Reviews the existence and functioning of a system of internal control, including adequate identification and management of risks.
  • Take all required measures to ensure the integrity of the Company's financial statements.
  • Reviews executive management performance.
  • Supervises the performance of the external auditor and supervises the internal audit function.

The Board shall decide o­n the executive management structure and determine the powers and duties entrusted to executive management.

The Board shall ensure that its obligations to all its shareholders are understood and met.

The Board composition ensures that decisions are made in the corporate interest, o­n the basis of the required diversity and complementary skills, experience and knowledge.

Independence of judgement is required in the decisions of all directors.

Directors should make sure they receive detailed and accurate information and should study it carefully so as to acquire and to maintain a strong command of the key issues relevant to the Company's business.

Each Member of the Board arranges his or her personal and business affairs so as to avoid direct or indirect conflict of interest with the Company.

The Board should establish a policy or other contractual relationships between the Company including its related companies, and its board members.

Members of the Board

Thomas Spitaels .................... Director and Chief Executive Officer

Christophe Gilain .................... Director and Management Director

Jorge Nandin de Carvalho ........ Director

2. GROUP EXECUTIVE COMMITEE

The Group Executive Committee should be responsible to determine the strategic direction of the Group and oversee its implementation.

The Group Executive Committee is empowered to have sufficient latitude for :

  • studying and defining, under the leadership of the CEO, the strategic options and proposals that may contribute to the development of TPF Group in terms of strategic planning – organisation – external development,
  • developing proposals for TPF policies including among other things : financial management – risk management
  • business conduct,
  • giving direction, guidance and support to TPF companies with due respect for the legal and regulatory framework applicable to each company,
  • monitoring :
    o performance as against strategic goals, plans and budget,
    o compliance with prevailing legislation, regulations and TPF policies and standards,
  • assisting the CEO in the day to day management of the Group Companies.

The Group Executive Committee consists of the CEO and members entrusted with executive management functions within TPF, with the view to promote highest standards of honesty, integrity and ethics throughout the Group.

Members of the Group Executive Committee

  • Thomas Spitaels
  • Christophe Gilain
  • Jorge Nandin de Carvalho
  • Atul Bhobe
  • Frédéric Lassale
  • Samir Tahri Hassani
  • André Luiz Da Silva Leitão
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TPF ACTIVITY REPORT 2013

 
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