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1.3<br />

Corporate governance report<br />

Responsible corporate governance is the basis for<br />

all the KD Holding Group’s activities. This mission<br />

Supervisory Board of the parent company, which<br />

has a two-tier management system.<br />

is pursued by the Management Board <strong>and</strong> the<br />

Management bodies at KD Holding - tasks <strong>and</strong> responsibilities<br />

General Meeting of Shareholders<br />

Appointing <strong>and</strong> recalling Superisory<br />

Board members<br />

Awarding discharge<br />

Deliberating on Supervisory Board members’ remuneration<br />

Formation of proposals for resolutions<br />

Reporting <strong>and</strong> notifying<br />

Authorisation to convene the General Meeting<br />

Formation of proposals for resolutions<br />

Authorisation to convene the general<br />

meeting<br />

Report on the verification <strong>and</strong><br />

confirmation of the annual report <strong>and</strong><br />

st<strong>and</strong> regarding the auditor’s report<br />

Awarding discharge<br />

Deliberation on remuneration<br />

linked to the appropriation of<br />

undistributed profit<br />

Reporting <strong>and</strong> notifying<br />

46<br />

Supervisory Board<br />

Presenting the annual report<br />

Proposal for the appropriation<br />

of undistributed profits<br />

Appointing <strong>and</strong> recalling<br />

Management Board members<br />

Management Board<br />

Signing contracts with members of the<br />

Management Board <strong>and</strong> deliberation<br />

regarding their remuneration, approvals of<br />

loans to members of the Management Board<br />

Regular monitoring of the Management<br />

Board’s operations<br />

General Meeting of Shareholders<br />

portion of balance sheet profit in the amount of EUR<br />

18,801,026.54 as follows:<br />

The General Meeting of Shareholders of KD Holding adopts<br />

the basic decisions leading to the realisation of the central<br />

economic objective: creating value for shareholders.<br />

A portion of the balance sheet profit in the amount<br />

of EUR 889,819.42 from profit brought forward was<br />

earmarked for payments to holders of preference<br />

cumulative participating KDHP shares.<br />

At the General Meeting of Shareholders held on<br />

30 August 2007, 77percent of shares with voting<br />

rights were represented. The General Meeting of<br />

Shareholders passed a resolution on the use of a<br />

A portion of the balance sheet profit in the amount<br />

of EUR 8,562,048.00 was earmarked for payments of<br />

dividends to holders of ordinary KDHR shares. The gross<br />

dividend per ordinary share of KDHR was EUR 3.20.

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