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Business review 2009<br />
Corporate governance<br />
Governance Structure<br />
<strong>Refresco</strong>’s governance structure is <strong>de</strong>centralized in or<strong>de</strong>r to<br />
respond quickly to market changes and customer <strong>de</strong>mands.<br />
The structure is built up around a central holding and 19 locally<br />
operating production sites. The production sites are clustered<br />
into four business units in regions where we have multiple<br />
companies and production facilities and three profit centers in<br />
regions with single companies. These seven business entities<br />
operate in<strong>de</strong>pen<strong>de</strong>ntly in their own markets and are held<br />
accountable for their regional performance. It is within our<br />
business philosophy that we keep the lines between Holding<br />
and regional business units and profit centers as short as<br />
possible.<br />
The local business units and profit centers are close to the<br />
customer and can be responsive to their needs. They are<br />
responsible for regional performance. At <strong>Refresco</strong> Holding a<br />
compact team coordinates central functions, realizes scale<br />
benefits and provi<strong>de</strong>s the business units with the tools to run<br />
their businesses in the best way possible. <strong>Refresco</strong> Holding<br />
has a two-tier board structure with an Executive Board that<br />
manages the Group on a day-to-day basis and an in<strong>de</strong>pen<strong>de</strong>nt<br />
Supervisory Board. The Executive and Supervisory Boards meet<br />
regularly.<br />
Executive Board<br />
<strong>Refresco</strong> is managed by the Executive Board, which is<br />
supervised and advised by the Supervisory Board. The<br />
Executive Board is responsible for the overall management<br />
and performance of <strong>Refresco</strong> and for <strong>de</strong>fining and executing<br />
its acquisition strategy. Their agenda inclu<strong>de</strong>s: strategy<br />
formulation, providing annual statements, <strong>de</strong>finition of annual<br />
budget and preparation of business plans, approval of major<br />
capital investments, monitoring of internal controls, acquisition<br />
policy, <strong>de</strong>al making and other important policy matters. The<br />
Executive Board provi<strong>de</strong>s the Supervisory Board with all the<br />
necessary and requested information. Key pieces of information<br />
provi<strong>de</strong>d are the budget, monthly management accounts, the<br />
annual report, proposals for significant investments, acquisition<br />
memoranda, risk management & control reports and major HR<br />
& ICT matters.
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