Governance System

Our organisational structure and regulatory system elements form the basis of and regulate everyday operations in the company.

Fundamental principles of operation

The efficient integration of MOL Group comprises the successful orchestration of MOL Group-level Business and Functional Units and the operations of its member companies. As a consequence, MOL Group Governance and Regulation System is based on the following conditions and mandatory requirements:

• MOL Group is managed on an integrated, matrix governance model, supported by a process-based Regulation System
• Integrated management systems support the integrated matrix operation
• Overregulation must be avoided within the system, and centralised control of key functions ensured
• The system must be flexible enough to enable MOL to extend it to embrace newly-acquired companies
• The process-based Regulation System must support ERP (Enterprise Resource Planning) and other information systems related to operations
• All documentation of operating processes must be integrated into the Regulation System

Corporate Governance structure

The General Assembly, as the main decision-making body, enables shareholders to make decisions on issues that are of a material nature concerning the everyday operations of MOL Group, and to exercise governance and control rights.

The Board of Directors, elected by the owners, is responsible to shareholders for the implementation of integrated Governance, and operates committees to increase the efficiency of the Board’s operations, and to provide the appropriate expert background for decision making.

The auditing body authorised to verify proceedings of executive management is Supervisory Board (SB). The report containing SB findings is annualy presented to General Assembly.

A separate charter regulates the scope, objectives, tasks and operational conditions of the Board of Directors, as well as the rights and obligations of the Chairman and the Deputy Chairman. The Board of Directors defines the tasks and responsibilities of the Executive Board (EB) and creates a uniform system of operational and organisational regulations, as well as a system of objectives, reporting, and supervision. The primary task of the Executive Board is to implement MOL Group Strategy and management of MOL Group operations.

Integrated organisation

The Governance of MOL Group is carried out by two parallel interconnected units, namely the Business and Functional Management Units. Their work is co-ordinated under the aegis of the EB. The role of Business Units is to develop and implement competitive strategies that increase business value in compliance with MOL Group strategy, and to enforce internal and external regulations and statutory requirements. Functional Units assume similar tasks to support the efficient operation of business processes.

Working committees

Various committees are appointed to be responsible for co-ordination or support of well-defined business activities, sometimes assuming a decision-making role, based on pre-defined agenda and schedules. Furthermore, they ensure professional decision preparation, using a holistic approach, based on relevant background information, to secure quick and efficient decision making. Committee members comprise the Heads of the Business and Functional Units concerned. Working teams may be set up within or among organisational units to implement specific subtasks or activities, and to solve specific problems.  

Regulation System elements

Main Governance documents (Operational and Organisational Rules – OOR; Description of Tasks and Responsibilities – DTR; List of Decision-making Authorities – LDA) have been developed in continual consultation with Business and Functional Units. Group Guidelines together with the main Governance documents have been issued and distributed to management as parts of the Corporate Governance Manual.

The efficient integration of MOL Group comprises the successful orchestration of MOL Group-level Business and Functional structures. All relevant principles are summarised and detailed in the OOR. Integrated Business and Functional Units are led by MOL Group managers, responsible for the integrated operations of a given area. The integrated MOL Group organisational model is described in the DTR.

The LDA contains detailed rules on decision making at MOL Group level. All decisions at subsidiaries must be made in line with rules set out in the LDA. Decision and signature rights are clearly separated in the Governance System. MOL Group Guidelines, representing the second level of the Regulation System, contain instructions of a general nature concerning the main process-groups in the integrated MOL Group Process Structure. Processes are split into three major groups – Governance, Business and Support.

Process Regulations are detailed documents, representing most of the Regulation System. They allocate organisational responsibilities, document the Information Systems connections to process steps, and consist of additional information necessary for proper implementation. These regulations are documented and managed in the Process Management System.