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Corporate Governance<br />

<strong>DyStar</strong> is a privately held company; however, we believe in transparency<br />

and have <strong>the</strong>refore voluntarily adopted management policies and<br />

structures that support good corporate governance.<br />

<strong>DyStar</strong> has established a Board of Directors to streng<strong>the</strong>n corporate<br />

governance and oversight. The Board of Directors are responsible for<br />

setting broad policies and objectives, long-term business strategy and<br />

plans and risk management. They are also responsible for ensuring<br />

that adequate financial resources are available, appointment and<br />

compensation of senior management, and legal and ethical compliance.<br />

Our Board consists of five members including <strong>the</strong> Chairman. Each<br />

board member offers a combination of strong industry expertise, corporate<br />

experience and extensive knowledge of corporate governance issues.<br />

The Board is supported by a number of committees. The Audit Committee<br />

helps <strong>the</strong> Board by providing an independent review of <strong>the</strong> effectiveness<br />

of <strong>the</strong> <strong>DyStar</strong> Group’s accounting and financial reporting process and<br />

material internal controls.<br />

The company has established an Internal Audit function to assist <strong>the</strong><br />

Audit Committee to evaluate <strong>the</strong> internal controls by performing regular<br />

audits to ascertain <strong>the</strong> effectiveness of internal control systems, risk<br />

management processes, and control and governance processes of <strong>the</strong><br />

organization.<br />

The Remuneration Committee assists <strong>the</strong> Board in <strong>the</strong> review and<br />

recommendation of a remuneration framework and specific packages<br />

for each Director and <strong>the</strong> Group CEO and President. The Remuneration<br />

Committee ensures that remuneration and Human Resource policies<br />

of <strong>the</strong> company support <strong>the</strong> strategic objectives of <strong>the</strong> business and<br />

enable <strong>the</strong> recruitment, motivation and retention of employees.<br />

The Board meets on a quarterly basis to review business and operational<br />

plans and strategic business decisions. They work closely with <strong>the</strong><br />

Group CEO and President who has <strong>the</strong> responsibility for <strong>the</strong> executive<br />

management with <strong>the</strong> help of a senior management team.<br />

The Group CEO and President is responsible for developing strategic<br />

plans and policies for approval by <strong>the</strong> Board of Directors. O<strong>the</strong>r duties<br />

include implementing and monitoring business strategy across<br />

business divisions, financial and operational management, ensuring<br />

organizational efficiency, legal compliance, internal and external<br />

communications, and promoting a corporate culture that facilitates<br />

achieving business goals.<br />

The Group CEO and President is also responsible for communicating<br />

ethical business practices and expectations to all employees through<br />

regular communications and periodic company meetings.<br />

<strong>DyStar</strong> follows an Open Door Policy that gives employees direct access<br />

to senior management to address concerns or make suggestions for<br />

improvement. Employees can communicate any ethical issues ei<strong>the</strong>r<br />

through contacts points provided by <strong>the</strong> global compliance officer or<br />

by directly approaching <strong>the</strong> senior management.<br />

<strong>DyStar</strong> Board of Directors<br />

Ruan Weixiang, Chairman<br />

Manish Kiri, Director<br />

Chang Sheng, Director<br />

Xu Yalin, Director<br />

Amit Mukherjee, Director<br />

<strong>DyStar</strong> Senior Management<br />

Harry Dobrowolski, Group CEO & President<br />

Viktor Leendertz, Group CFO & General Manager <strong>DyStar</strong> HQ<br />

Eric Hopmann, Sales Area Management – Europe<br />

Klaus Kadletz, Sales Area Management – TAME (Turkey, Africa & Middle East)<br />

Ron Pedemonte, Sales Area Management – Americas<br />

2011 <strong>Sustainability</strong> <strong>Report</strong> - <strong>DyStar</strong> Group 11

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