WDP Corporate Governance Charter - ENG

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5. Management Committee 5.1.

Introduction

By a decision of the Board of Directors, a Management Committee was formed on 1 October 2019 which acts as an advisory body to the Board of Directors. The Management Committee is composed of both CEOs and the other members of the Management Committee.

5.2.

CEOs Role and responsibilities

The role of the CEOs is to handle the general management of the Company. This includes in particular: 1. The analysis, definition and formulation of proposals in relation to the Company’s general policy and strategy (including the effects of this strategy on the balance sheet, budget, longterm business plan and allocation of resources) and submitting these to the Board of Directors and/or the committees, for discussion and approval. In this respect, the CEOs may develop proposals for the Board of Directors with respect to the following matters: -

the investment strategy

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commercial strategy & portfolio management

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the sustainability strategy on environmental, social and governance level

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the general policy regarding financial management (i.e. financing strategy, liquidity, capital structure and solvency position)

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dividend policy

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enterprise risk management (and defining risk appetite vs aversion)

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business plan and budget (including the investment budget and the objectives), also on the long-term

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corporate values, ethical business principles & compliance

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the strategy and policies regarding digital technology and digital internal and external services

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any other matter for which the Board of Directors or the CEOs deem that the Board of Directors should prepare a policy.

2. The analysis, definition and formulation of proposals in relation to the functioning of the Board of Directors and the committees established within the Board of Directors, and submitting these to the Board of Directors and/or the committees, for discussion and approval.

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