The Board of Directors is supported in exercising its duties by the following Committees that are appointed by the Board:

Audit Committee

Audit Committee supports the Board of Directors in exercising its duties relating to internal control system.

Under Article 37 of L.3693/2008, the Audit Committee is appointed by the Shareholders’ General Assembly.

The members of the Audit Committee are the following:

1. Chairman Stylianos Stefanou Non-executive, independent
2. Member Adamantios Lentsios Non-executive, independent
3. Member Michalis E. Fandridis Non-executive

Responsibilities

Audit Committee monitors proper functioning of the Company’s Internal Audit Department, which by means of organizational structure, pertains to the Audit Committee.

The Committee has the authority to contact investigations or assign to others the investigation of any matter within its responsibilities. In conducting these investigations, apart from support from Internal Audit Department, Legal Consultants and External Auditors, the Committee may ask support from external consultants.

The main responsibilities of the Audit Committee are the following:

– Monitor the financial reporting process.
– Monitor the effective operation of the Internal Control System and the Risk Management System.
– Monitor of proper functioning of the Company’s Internal Audit activities.
– Monitor of the statutory audit of individual and consolidated financial statements.
– Review and monitor issues related to the existence and maintenance of objectivity and independence of the external auditor or audit firm, particularly regarding the provision of other services to the Company by the external auditor or audit firm.
– Review the financial statements prior to approval by the Board of Directors.
– The Company’s compliance with legal and regulatory framework of operation.

The responsibilities and operational framework of the Audit Committee are detailed described in the Internal Operation Regulation of the Company, which is approved by the Board of Directors.

Composition

The Audit Committee is consisted of three non-executive members of the Board of Directors, the majority of which are independent.

The term of the Committee is similar to that of the Board of Directors.

Assemblies

Audit Committee’s assemblies are distinguished to :

– Regular, held at least twice a year, after the issuance and before the publication of the annual and biannual Financial Statements.
– Irregular, held whenever deemed necessary.

It is advisable for the Committee to conference at least six times per year.

 

Remuneration & Nomination Committee

The members of the Remuneration and Nomination Committee are the following:
1. Chairman Nikolaos Milios Non-executive, independent
2. Member Stylianos Stefanou Non-executive, independent
3. Member Michalis Fandridis Non-executive
4. Member Adamantios Lentsios Non-executive, independent

Responsibilities

The Committee recommends to the Board the remuneration policy for the members of the Board and the compensations and benefits system for attracting, retaining and developing the human resources of the Group.

Furthermore, the Committee is responsible for the process of replacement of members of the Board of Directors in order to ensure the orderly succession of Board members, using objective criteria.

Composition

The Committee consists of four non-executive members that are appointed from the Board and at least three of which are independent non-executive members.

The term of the Committee is similar to that of the Board of Directors.