Corporate Governance

OW’s board members are selected from shareholders by majority vote and renewed every 3 years. As is its responsibility, the BOD ensures that management is fulfilling its duties by monitoring the effectiveness of managerial decisions, strategic plans, and policies. The BOD has a periodical reporting system and convenes every month to review the main performance indicators of the company such as sales, financials, inventory, and productivity, as well as to review capital expenditure needs and status.

There are committees that are responsible for various studies and analysis of topics (as well as others that are called upon as the need arises), such as sales, expenses, technical reviews, etc., that present the outcomes to the BOD. The BOD reviews, approves, and monitors the long-term strategic objectives and business plans of the management team. The BOD assesses the major risks facing the company and the steps taken by the management to control such risks. The BOD overseas the accuracy of the company’s financial statements, compliance with legal requirements, the qualifications and independence of the company’s external auditors, and the performance of the company’s internal audits.

The BOD reviews and updates the company’s Code of Business Conduct and Ethics to ensure compliance with applicable laws and regulations. The BOD has complete freedom in consulting with or engaging external advisors in relating activities. Any such expenses are fully covered by OW.

In-Time Reporting

As effective and in-time reporting is essential to the BOD’s function, board members enjoy complete access to OW’s management. Nevertheless, board members should ensure that such activity neither distracts management from the business of the day nor disrupts the functional organizational hierarchy. On the other hand, the BOD encourages senior management to bring managers to its meetings in instances where they can provide specialist insight related to their operation or bring to light opportunities that senior management deems deserving of the BOD’s attention.

Selection of the Board

One board membership is reviewed annually in regards to experience, understanding of manufacturing, distribution, financial expertise, and above all the perceived needs of the BOD at the time.

The selection of new directors is the BOD’s responsibility. The BOD nominates qualified candidates to the committee which includes the Chairman of the Board.

New directors undergo a general orientation process as well as board meetings which are held in various locations to familiarize the members with the company and its facilities.

OW’s BOD includes two independent directors and the remainder of the BOD is composed of management, institutional investors and shareholders’ representative.

Agenda Items for Board Meetings

As is in his/her capacity, the Chairman of the Board shall set the agenda for the board meetings in cooperation with the directors to ensure the inclusion of all items of importance to the BOD. In addition, each director has the right to add items to the agenda and/or raise items during the meeting that are deemed important yet not included in the official agenda. Al such additional items must be correctly minuted in the official records of the meeting.

Board Materials Distributed in Advance

To ensure the effectiveness of the board meetings, each director shall attend all the meetings while all the necessary documentation shall be distributed ahead of time including but not limited to the agenda, data to be discussed and any relevant documents that shall enhance the preparedness of the attendees.

Protecting Shareholder Rights

No significant decisions are made without holding an Extraordinary General Assembly to discuss the matter and gain majority approval. General requirements of the law to treat shareholders equally in access to information are followed. These terms ensure the protection of all minority shareholders.