The composition of the Audit Committee, in accordance with the provisions of art. 44 of Law 4449/2017, is an independent committee by the Board of Directors of the Company, consisting of two independent persons, within the meaning of the provisions of art. 4 of Law 3016/2002, one from the Company and an independent one, within the meaning of the provisions of art. 4 of Law 3016/2002, a non-executive member of the Board of Directors.
The Chairman of the Audit Committee is appointed by its members or elected by the General Meeting of the Company's shareholders and is independent of the Company.
At least one member of the Audit Committee is a chartered accountant on suspension or in retirement or has sufficient knowledge of auditing and accounting.
The members of the Audit Committee as a whole have sufficient knowledge in the field in which the Company operates.
The duties and responsibilities of the Audit Committee are described in Law 4449/2017 as follows:
The main task of the Audit Committee is to:
- inform the Board of Directors of the Company about the result of the statutory audit and explain how the statutory audit contributed to the integrity of the financial information and what was the role of the Audit Committee in this process,
- monitor the financial information process and submit recommendations or proposals to ensure its integrity
- monitor the effectiveness of the Internal Audit Systems, quality assurance and risk management of the company and, where appropriate, of its Internal Audit department, regarding the financial information of the Company without violating its independence,
- monitor the statutory audit of the annual and consolidated annual financial statements and in particular its performance.
Rules of Procedure of the Audit Committee of the Board of Directors
Remuneration and Nomination Committee
The Remuneration and Candidates Nomination Committee is a single committee that oversees the nomination process for the election of members of the Board of Directors and the selection of senior executives and prepares proposals to the Board of Directors regarding the remuneration of its members and main senior executives in accordance with applicable regulatory provisions.
The Regulation defines:
- the Committee’s composition, constitution and operation,
- the Committee’s responsibilities,
- the basic principles and rules of the Committee’s internal operation.
The members of the Committee are elected and appointed by the Board of Directors.
The Committee has at least three members and consists of non-executive members of the Board of Directors. At least two (2) members are independent non-executive members. Independent non-executive members constitute the majority of the members of the Committee.
An independent non-executive member is appointed as Chairman of the Committee, appointed by the members of the Committee during its first meeting where the Committee is constituted into a body.
The main duties of the Committee regarding the selection and evaluation of Board of Directors members are:
- Defining the selection criteria and appointment procedures of the members of the Board of Directors as reflected in the Suitability Policy of the members of the Board of Directors;
- Submitting proposals for diversity policy including balance between genders;
- Carrying out the process of selecting candidates as members of the Board of Directors and submitting relevant proposals to the Board of Directors;
- Evaluating the size and composition of the Board of Directors (at least on an annual basis) and submitting proposals for consideration regarding its desired profile;
- Evaluating the existing balance of qualifications, knowledge, views, skills, experience related to corporate goals, as well as between genders, and based on the evaluation describing the role and skills required to fill vacancies;
- Contributing to shaping and monitoring the implementation of the Suitability Policy of the members of the Board of Directors;
- Contributing to the periodic evaluation of the Suitability Policy taking into account legislative developments, best practices and other reports/proposals of the Human Resources, Internal Audit, Regulatory Compliance Department and submitting proposals for its improvement where required;
- Contributing to the evaluation of the effectiveness of the Board of Directors, the performance of the members of the Company’s Board of Directors and its committees and providing relevant information to the Board of Directors regarding the results of the evaluation, based on a specific procedure;
- Examining the independence of non-executive members of the Board of Directors and submitting proposals for appropriate changes;
- Recommending to the Board of Directors the re-election or not of the existing members and committees of the Board of Directors at the end of their term of office.