A collegiate executive body
The vast majority of governance issues relate to the effective combination of:
- Entrepreneurial freedom for the management,
- Protecting the interests of shareholders,
- The company’s sustainability.
Consequently, as of 1st January 2019, Kallista Energy adopted a governance structure involving an Executive Board and a Supervisory Board, with signatory powers granted to the Chairman of the company and the managing Director. The Executive Board is composed of the Chairman and the Directors from the company’s three principal functions: administration and finance; operations; and development.
The balance between the three powers (sovereign – General Meeting of Shareholders, executive – Chairman/Managing Director/Executive Board and supervision – Supervisory Board) defines how the company is governed. This effective combination helps legitimise, make and support decisions – notably strategic – with lasting consequences for the company, build trust among stakeholders vis-à-vis those who govern the company and the company itself.
The composition of the Supervisory Board was reviewed further to changes made to the group’s share capital in 2018. The composition of the Audit Committee was also reviewed for the same reason.
The nomination and compensation committee was abolished and its tasks were delegated to the Audit Committee by the Supervisory Board.
Moreover, Kallista Energy has defined an anti-fraud code of conduct, applicable to all its employees. This code of conduct defines and illustrates the various types of behaviour that are not acceptable, being likely to indicate acts of corruption or influence peddling. This code of conduct also integrates protection for all employees in the event that they witness fraudulent acts or acts of corruption involving the company’s Chairman. Should this happen, any employee is authorised to escalate directly to the Chairman of the company’s Audit Committee