PE Gmbh - Corporate Governance

Polimeri Europa GmbH, is a German company whose sole shareholder is the Italian company Polimeri Europa SpA.

The purpose of the Company is manufacturing, import, export, purchase, sell, transportation, storage, distribution and representation of chemicals and petrochemicals products.

1. The business activity of the Company includes the production and the worldwide sale of polyethylene produced at the Oxea's plant in Oberhausen.
2. Polimeri Europa GmbH acts as sales agent for chemical and petrochemical products on the German, Austrian and Swiss markets for the Polimeri Europa Group companies and third parties

Polimeri Europa GmbH has created a branch office located in Arau, Switzerland.
The Company is organized as GmbH (limited liability company) incorporated in Germany, registered at Company Register in  Frankfurt/Main  Reg HRB 21612
The Company has a Geschäftsführer (Managing Director), appointed by the Shareholders’ Meeting, who has the legal representation versus third parties and in legal matters and represents the Company in external relationship and is charged by the day-to-day management of the Company. The Articles of Association list the business activities for which the Managing Director must ask prior consent from the Shareholders and  from the Advisory Board.
The Company has two autonomous control organs, as stated in the Articles of association, which control and consult the Managing Director: the Shareholders’ Meeting, compulsory according to the local legislation, and the Advisory Board composed by three members.
The shareholder exercise its rights primarily through Written Resolutions and through the annual General Meeting of the Shareholders which appoints the Auditors for the auditing of the Company's accounts. The shareholder has the power to appoint and / or dismiss Directors.
The members are elected and dismissed by the Shareholders Meeting. The shareholders meeting also decides about the term of each member; each member can also be dismissed by the shareholders’ meeting during his term.
Each member of the Advisory Board can resign from the board without giving any reasons
The members of the Advisory Board are not subject to instructions; they have to make their decisions to their best knowledge and conscience.
Polimeri Europa GmbH has defined a practice regulation standard concerning its own organisational structure, relations with third parties, with the Shareholder and related matters in compliance with the Corporate Governance standards according to the directions, applicable regulations and procedures existing in the Group. In particular by means of:

• granting to the Advisory Board a leading role in the Corporate Governance Company standard;
• granting powers to the Managing Director except for those which are retained for the Advisory Board sole authority and the Shareholders;
• ensuring that Members of the Advisory Board are suitably qualified/experienced;
• implementation of the Group Code of Ethics containing rules and guidelines which employees have to comply with in performing their activities and in their relations with third parties.