PE UK - Corporate Governance

Polimeri Europa UK Ltd, is an English company whose sole shareholder is the Italian company Polimeri Europa SpA.

The Company owns 100% of the shares of its two trading subsidiaries: Polimeri Europa Portugal SA, incorporated in Portugal, and Kelvin Terminals Koelveem B.V., incorporated in Holland.

The principal objects of the Company extracted from the Company's Memorandum of Association include, inter alia:
to carry on business as manufacturers of and dealers in synthetic rubber and all other substances having any of the characteristics of rubber or capable of being used for any of the purposes for which rubber is used;
to buy, to sell, to manufacture, to refine, to manipulate, to import and export, to prepare for market and deal either wholesale or retail in all substances raw materials apparatus and things capable of being used in the Company's business or required by any customers of or persons having dealings with the Company or which may seem capable of being profitably dealt with in connection with the Company's business;
to carry on in any part of the world any other business whether manufacturing or otherwise which may seem to the Company capable of being conveniently carried out in connection with the above businesses.

The shareholders exercise their 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 financial statements. The Shareholders have the power to appoint and / or dismiss Directors.
The business of the Company is managed by a Board of Directors; the minimum number of Directors is two and there is no maximum number. The Board of Directors elects among its members a Chairman and a Managing Director charged with the day-to-day management of the Company.

PE UK has defined a practice regulation standard concerning its own organisational structure, relations with third parties, with the Shareholders and related matters in compliance with Corporate Governance standards according to the directions, applicable regulations and procedures existing in the Group. In particular by means of:

• Granting to the Board of Directors a leading role in the Corporate Governance Company standard.
• Granting powers to the Chairman and to the Managing Director except for those which are retained for the Board of Directors' sole authority.
• Ensuring that Members of the Board of Directors 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.
• Establishment of appropriate Committees (Management Committee; Human Resources Committee; Health, Safety & Environment Committee; Quality Committee; Risk Management & Internal Audit Committee; Credit Committee).
• Implementation of an Antitrust Code of Conduct which constitutes an integral part of the compliance programme aiming to provide a general overview on agreements restricting competition and abuse of a dominant position and sets the principles and rules that all managers and staff will have to comply with.