Corporate governance
We uphold high ethical standards across our business operations. This is ensured through:
Code of Business Ethics
This code guides our operations and governs internal regulations, emphasizing integrity, impartiality, professionalism, transparency, and respect for human rights. It also highlights our commitment to diversity and prohibits discrimination, child labor, undeclared work, substance abuse, and any form of violence or harassment.
Code of Corporate Governance
We adhere to high standards of corporate governance to optimize operational efficiency and ensure fairness towards shareholders and stakeholders. We have adopted the Hellenic Code of Corporate Governance (HCCG), amended in July 2021.
Internal Operations
The Board of Directors of the Company has approved the “Internal Operating Procedures” document, drafted in accordance with the provisions of article 14 of Law 4706/2020. The relevant provisions of Greek laws, European regulations and directives, as well as decisions of the Hellenic Capital Market Commission were also taken into account in drafting the document.
Internal Control System
The Company’s main concern is the development and continuous upgrading of the Internal Control System, which is a set of control mechanisms and procedures, including Risk Management, Internal Audit and Regulatory Compliance that cover on a continuous basis every activity and transaction and contribute to its effective and safe operation.
The Internal Audit Unit constitutes an independent organizational unit within the Company with the aim of monitoring and improving the Company’s operations and policies regarding its Internal Control System. According to the definition given by the International Institute of Internal Auditors: ” Internal auditing is an independent, objective assurance and consulting activity designed to add value and improve an organization’s operations.
It helps an organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes.” The Internal Audit Department operates in accordance with the provisions of articles 15 and 16 of Law 4706/2020 and its Rules of Procedure, which are approved by the Board of Directors of the Company.
Risk Management is one of the key elements of the Company’s Internal Control System, having as a prerequisite the identification of clear and measurable operational objectives (objective setting) both at company level and at the level of individual functions and activities. Subsequently, the significant events that can negatively affect these objectives are identified (event identification), the relevant risks are evaluated (risk assessment) and the Company’s response to them is decided (risk response). The operations of the Risk Management Function are carried out by the Risk Manager in accordance with the provisions of the Company’s Internal Operating Regulation, which is approved by the Board of Directors.
The aim of the Regulatory Compliance Function is to support the Company in the context of adopting and monitoring the implementation of the regulatory obligations that concern it, having as its main mission the establishment and implementation of appropriate and updated policies and procedures, in order to achieve in a timely manner the full and continuous compliance of the Company with the applicable legislative and regulatory framework and to have at all times a complete picture of the degree of achievement of that purpose.
The operations of the Compliance Function are carried out by the Compliance Officer in accordance with the provisions of article 13 of Law 4706/2020 and the Internal Operating Regulation of the Company, which is approved by the Board of Directors.
Board of Directors
ELGEKA’s Board of Directors oversees the company’s overall strategy and direction.
The Board of Directors as well as its independent members have been elected by the Annual Ordinary General Meeting of Shareholders held on 15.07.2021. Pursuant to the Articles of Association, the duration of the Board of Directors is four years.
Executive Members
Chairman of B.O.D. & CEO
Executive Director
Non-Executive Members
Vice Chairman
Member
Non-Executive Independent Members
Member
Member
The Board of Directors is supported in exercising
its duties by the following Committees:
Audit Committee
The existing Audit Committee is a Committee of the Board of Directors in accordance with the relevant decision of the Annual Ordinary General Meeting of Shareholders held on 15.07.2021 and was formed into body at its meeting on the same date as follows:
Chairman
Vasiliki Karagianni
Non-executive, Independent Member
Members
Apostolos Papadopoulos
Adamantios Lentsios
Non-executive, Independent Member
Non-executive Member
The responsibilities and operational framework of the Audit Committee are described in the Audit Committee Charter, which is approved by the Board of Directors.
Remuneration & Nomination Committee
The Remuneration & Nomination Committee consists of three non-executive members of the Board of Directors as follows:
Chairman
Apostolos Papadopoulos
Non-executive, Independent Member
Members
Vasiliki Karagianni
Adamantios Lentsios
Non-executive, Independent Member
Non-executive Member
The responsibilities and operational framework of the Remuneration & Nomination Committee are described in the Remuneration & Nomination Committee Charter, which is approved by the Board of Directors.
Senior Managers
General Manager
Kyriaki Ilia
Chief Financial Officer
Spiros Karanasos
Management Team
ELGEKA is led by a management team with extensive and diverse
experience in both Greek and global environments.
External Auditors
The financial statements of ELGEKA S.A.
as at 31.12.2022 have been audited by GRANT THORNTON.
Independent Auditor’s Report
To the shareholders of ELGEKA S.A
