Committees of the Board of Directors
The Board of Directors is assisted in its work by Committees. The BoD assigns some of its responsibilities to these Committees and approves their composition and Rulebooks of Operation, except for the composition of the Audit Committee, whose members are elected by the General Meeting.
The BoD receives regular and ad hoc reports from the Committees, evaluates their performance in accordance with the provisions of the BoD Assessment Process. As part of the constant improvement of the organizational structure of the Company and the Group, specialized matters have been assigned by the Board of Directors to the following main Committees, which meet on a regular or ad hoc basis.
Audit Committee
The role of the Committee
The key responsibilities of the Committee are to support the BoD of the Company, in order to supervise the quality and integrity of the accounting and auditing mechanisms, as well as the processes by which the financial statements are produced. In carrying out these duties, the Audit Committee supervises
- The financial information process
- The external audit process
- The effectiveness of the internal audit systems, and
- The evaluation of the operation of the Internal Audit Division, and reports directly to the Board of Directors of the Company
Composition and term of office of the Committee
The Audit Committee consists of at least three (3) non-executive members of the Board of Directors that are not involved in the operation of the Company in any way, in order to be able to submit objective and independent of conflict of interest judgment. The majority of the members of the Committee are independent non-executive members. At least one member of the Audit Committee must fulfil the criteria of paragraph 1, article 33 of Law 4449/2017. The term of office of the members of the Committee is three (3) years, and may be renewed without limit, provided that the independent of its members is not affected.
The current Committee consists of three (3) non-executive members of the Board of Directors.
| NAME | ROLE |
| Nicholaos Krenteras | Chair Person, Independent Non-executive Member of the BoD |
| Polyxeni Kazoli | Member, Independent Non-executive Vice Chair of the BoD |
| Camille Wael Beudin | Member, Non-executive Chair of the BoD |
The Rulebook of Operation (Available only in Greek) of the Audit Committee defines in particular its purpose and responsibilities, as well as the operating procedures of the Committee.
Nomination and Compensation Committee
The role of the Committee
The main responsibilities of the Committee are to:
- Locate, search, evaluate and propose to the Board of Directors persons appropriate for election as members of the Board of Directors of the Company
- Evaluate the suitability of the structure, size, composition and performance of the Board of Directors and its Committees, and submit proposals to it concerning any required changes
- Evaluate the combination of breadth of knowledge, skills and experience of the members of the Board of Directors individually and as a whole, and submit relevant reports to the Board of Directors
- Evaluate the effectiveness of executive management members during each fiscal year
- Design and further develop the principles and policy rules concerning the system of remuneration (e.g. Remuneration Policy) of the members of the Board of Directors, including the executive members of the Board of Directors and senior executives in a manner that ensures compliance with the principles of transparency and corporate governance
Composition and term of office of the Committee
The Nomination and Compensation Committee is composed of three (3) non-executive members of the Board of Directors, of which at least three (3) are independent members. The duties of Chairperson are assigned by the Board of Directors to one of the independent non-executive members of the Committee. The term of office of the members of the Committee is three years (3 years) and may be renewed indefinitely. The members of the Committee are appointed, dismissed and replaced by the Board of Directors. Loss of the status of member of the Board of Directors also entails the loss of the status of member of the Committee.
| NAME | ROLE |
| Polyxeni Kazoli | Chair Person, Independent Non-executive Vice Chair of the BoD |
| Nicholaos Krenteras | Member, Independent Non-executive Member of the BoD |
| Giorgio Riccardo Maria Alfonso Modica | Member, Non-executive Member of the BoD |
The Rulebook of Operation (Available only in Greek) of the Nomination & Compensation Committee defines in particular its purpose and responsibilities, as well as the operating procedures of the Committee.