ANNUAL REPORT 2024
TOGETHER IN BELIEF, LEADING IN INNOVATION
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D Responsibilities of the Board
D Responsibilities of the Board
D3 Board Processes
D4 People on the Board
D.3.10
Did the company describe the process followed in appointing new directors/commissioners?
As stipulated in the Company's Charter, Governance Regulations, Working Regulations, voting and election rules at the EGM in 2022. In 2024, the Company did not elect any new Board members. The members of the BOD were elected by the EGM 2022 for the new term (2023–2027).
D.4.4
As regulated by the Company's Charter and the Board of Directors' Operating Regulations.
Are the roles and responsibilities of the chairman disclosed?
D.4.5
The company has not encountered this situation.
If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? non-executive director/commissioner have prior working experience in the major sector that the company is operating in? Does at least one
D.3.11
Are all directors/commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years2 each? Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executives with long-term interests of the company, such as claw back provision and deferred bonuses? Does the company have a separate internal audit function?
D.4.6
One non-executive member of the Board of Directors has experience in the field of industrial wood, which is the Company's primary area of activity.
D.3.12
The remuneration of the BOD is approved by the GMS.
D.3.13
As stipulated in Article 28 of the Company's Charter and Article 19 of the Board of Directors' Operating Regulations, the Company has implemented an ESOP program for management levels.
D5 Board Performance
D.5.1
The Company is always open to welcoming new members to the Board and values the contributions of all its members toward the development of the Company. Current and former Board members frequently meet, interact, discuss ideas. encourages members of the BOD to participate in training programs. The company consistently The key personnel of the Company are all at a mature age in terms of knowledge, skills, and experience. Additionally, the Company is actively training the next generation for certain positions. However, the method for selecting these individuals has not yet been documented. The Company evaluates the effectiveness of the Chairman and the General Director annually, as outlined in Article 6 of the Corporate Governance Regulations. Moreover, the BOD evaluates the performance of the BOM through reports to the GMS and the Annual Report.
Does orientation programmes for new directors/commissioners? the company have
D.3.14
The Company has established a separate internal audit department.
D.3.15
Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed?
The Company has disclosed information regarding the establishment of the Internal Audit Department and the Internal Audit Regulations. The Company does not operate under the model with an Audit Committee. The appointment or dismissal of the Internal Audit Department will be submitted for approval by the Supervisory Board. The Company has issued Internal Control Regulations and actively engages in monitoring, improving, and implementing various risk management practices. These include establishing multiple control points and applying the three lines of defense model. As present in 2024 Annual Report (Risks Management section).
D.5.2
Does the company have a policy and actual practice and programs that encourages directors/commissioners to attend on-going or continuous professional education programmes? Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management?
D.3.16
Does the appointment and removal of the internal auditor require the approval of the Audit Committee?
D.5.3
D.3.17
Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework?
D.5.4
Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President?
D.3.18
Does the Annual Report/Annual CG Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems? Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? Does the Annual Report/Annual CG Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems?
D.3.19
As present in 2024 Annual Report (Risks Management section).
D.5.5
Periodic governance reports are prepared on semi-annual and annual basis.
Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment? Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment? Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment?
D.3.20
As present in 2024 Annual Report (Risks Management section is a part of Governance chapter).
D.5.6
The Company plans to establish an annual evaluation process for individual Board members.
D4 People on the Board
D.4.1
Do different persons assume the roles of chairman and CEO?
The Chairman of the BOD does not concurrently hold the position of General Director. The Chairman of the BOD is non-executive member of the BOD.
D.5.7
This is specified in the Corporate Governance Regulations, with plans to further detail the evaluation process.
D.4.2
Is
the
chairman
an
independent
director/commissioner?
D.4.3
Is any of the directors a former CEO of the company in the past 2 years?
There has been no such case in the past 2 years.
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