Remuneration and Nomination Committee

The Remuneration and 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 key senior executives in accordance with the applicable regulation provisions.

The following are specified in the Regulation:

  • • the composition, constitution and operation of the Committee,
  • • the responsibilities of the Committee,
  • • 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. The independent non-executive members constitute the majority of the members of the Committee.

The Chairman of the Committee is appointed by an independent non-executive member who is appointed by the members of the Committee at a meeting of the Committee after its constitution.

The following are the main tasks of the Committee regarding the selection and evaluation of members of the Board of Directors:

  • The specification of selection criteria and appointment procedures of the members of the Board of Directors as reflected in the Eligibility Policy of the members of the Board of Directors.
  • The submission proposals for the diversity policy including gender balance.
  • Carrying out the process of selecting candidates for members of the Board of Directors and submitting relevant proposals to the Board of Directors.
  • The evaluation of the size and the composition of the Board of Directors (at least on an annual basis) and the submission to it of proposals for consideration regarding its desired profile.
  • The evaluation of the existing balance of qualifications, knowledge, views, skills, experience related to corporate goals, as well as between genders, and based on the evaluation to describe the role and skills required to fill the vacancies.
  • Contributing to the shaping and monitoring of 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 the legislative developments, best practices and other findings/proposals of the Department of Human Resources, Internal Audit, Regulatory Compliance and submission of proposals for its improvement where required.
  • Assisting in the evaluation of the effectiveness of the Board of Directors, the performance of the members of the Board of Directors of the Company and its committees and relevant information to the Board of Directors regarding the results of the evaluation, based on a specific procedure.
  • Examining the independence of the non-executive members of the Board of Directors and submitting proposals regarding the appropriate changes.

Recommendation to the Board of Directors on the re-election or not of the existing members and the committees of the Board of Directors at the end of their term

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