1. Corporate Governance Code
The Company complies with the policies and practices of Corporate Governance Code according to Law 3873/2010 and relevant directives of the Hellenic Capital Market Commission.
2. Corporate Governance practices applied by the Company in excess to existing provisions on corporate governance
- The majority of the Board of Directors is non-executive. The BoD consist from three executive members, two nonexecutive members and two independent non-executive members
- Τhere is a separation of responsibilities between the Chairman of the Board and the CEO.
3. Main practices of the internal control and risk management relating to the preparation of Financial Statements
Internal audit system includes policies, practices, functions and behaviors implemented by the BoD, management and employees with objectives:
- Effective and efficient operation of the company,
- Ensuring reliable financial information,
- Compliance with laws and regulations.
The Group has made significant investments in computerization of its functions. Specifically from 1.1.2005, mySAP from SAP, came into fully operation as integrated system (ERP) covering all functions of the Group, ensuring adequate information in real time and compliance with the procedures as defined by management. In particular, the ERP system is linked with the reservation systems ensuring automated revenue flow. Supplies, Human resourcing, operation expenses, as well as, administration expenses are also processed through the ERP system in accordance with management‘s guidelines and procedures and reviewed by the internal audit.
At all stages of the Group‘s procedures checks are carried out by the internal audit department in accordance with the annual audit plan or upon management‘s request or the Audit Committee. Financial statements of the Group are automatically created from the ERP system. The Company has taken all necessary measures ensuring the internal distribution of financial reporting.
Corporate Governance Code include also responsibilities and duties of the Audit Committee in regard with the financial statements, internal control systems, risk management and the supervision of the internal audit.
Duties and Responsibilities
The Board of Directors provided to senior management members the authority to represent the Company and limited permission for banking transactions.
The Company created a risk register after the identification and classification of the various risks that could affect operation and Group‘s interests. Risks have been categorized, and assigned to each related department. The Group implemented the Risk Register in order to monitor and manage risks systematically. The Risk Register is updated at least annually, taking into account current economic environment which may affect operations and efficiency of the Company.
4. General Assembly of Shareholders
The General Assembly of the Company‘s shareholders, convened by the Board of Directors, is its highest body and is entitled to take decisions on all cases related to the company.
The BoD assures appropriate preparation of the General Assembly of the Company‘s shareholders and inform all participators on all matters related to their participation in the General Assembly, including agenda items and their rights at the General Assembly.
According to the provisions of Law 3884/2010, the Company publishes on its website at least twenty (20) days before the General Assembly information concerning:
- The date, time and place of the General Assembly of Shareholders,
- The basic rules of participation, including the right to add items on the agenda, raise questions, and the time within these rights can be exercised,
- Voting procedures, terms of representation by proxy and the forms used for proxy voting,
- The proposed General Assembly agenda, including plans to debate the decisions and resolutions and any accompanying documents,
- The total number of shares and voting rights.
The Chairman of the BoD, the Chief Executive Officer, the Internal Auditor and the Auditor attend the General Assembly in order to provide information and clarifications requested by shareholders.
General Assembly is chaired temporarily by the Chairman and if he is incapacitated by the Vice Chairman, or the CEO or the senior member of the BoD. Secretarial duties are appointed by the Chairman.
After approval of the list with shareholders entitled to vote, the Assembly elects the Chairman and a Secretary. The decisions of the General Assembly are in accordance with the provisions of applicable laws and the provisions of Company‘s Articles of Association.
5. The Board of Directors (BoD) and its Committees
The Board of Directors is the body that exercises the management of the Company and is composed, in accordance with Company‘s Articles of Association, from three (3) up to nine (9) members elected by the General Assembly for two (2) years.
The current Board of Directors was elected by the General Assembly of June 29, 2016 and its mandate ends with the Annual General Meeting to be held June 30, 2018.
The Board of Directors and their responsibilities as per the decisions of the Annual General Meeting and the Board of Directors of June 29, 2016, are as follows:
Kyriakos Mageiras - Chairman, Executive Member
Michael Sakellis - Vice-Chairman, Non-Executive Member
Spiros Paschalis - Chief Executive Officer, Executive Member
Hercules Simitsidellis - Director, Executive Member
George Efstratiadis - Director, Non-Executive Member
Emmanouil Xanthakis - Director, Independent, Non-Executive Member
Alexandros Edipidis - Director, Independent, Non- Executive Member
On 20 March, 2017 the Board of Directors appointed a Non-Executive Member Mr. Michael Sakellis as Independent Non-Executive Member and as a member of the Company's Audit Committee, in accordance with the legislation, in replacement of the resigned Independent Non-Executive Member Mr. Alexandros Edipidis.
At the same meeting the Board of Directors redefined the responsibilities of the Board members as follows: Kyriakos D. Mageiras (President, Executive Member), Michael G. Sakellis (Vice Chairman, Independent Non-Executive Member), Spyridon Ch. Paschalis (Chief Executive Officer), Hercules I. Simitsidellis (Director, Executive Member), George E. Efstratiadis (Director, Non-Executive Member), Emmanuil D. Xanthakis (Director, Independent Non-Executive Member). Following the above decision of the Board of Directors, the Audit Committee consists of Messrs Emmanuil Xanthakis (Chairman), Michael Sakellis and George Efstratiadis.
After each election, the new Board convene immediately and elects from its members, for the entire term, the Chairman, the Vice Chairman and the Chief Executive Officer and if necessary the Authorized Director. In case of incapacity of the Chairman, the Vice Chairman or the CEO or Executive Director or the Director appointed by the Board substitutes the Chairman. The Chairman or his deputy presides over the meetings of the Board.
The Board assembles whenever the Chairman or the Vice Chairman or the Chief Executive Officer or any Authorized Director or two other consultants request assemble. The Board may meet by teleconference.
Absent member can be represented by another member by proxy. Each member may represent only one absent member.
In case of any departure for any reason before the expiration of Board‘s mandate, and if the remaining members are at least three and the number is more than the half of the members, as before the occurrence of the above event, it is not mandatory to replace the member, but the Board decides accordingly.
Board members have the right to require through the Chief Executive Officer any information they consider necessary for the performance of their duties at any time.
The board of directors shall pass its resolutions by a majority of votes. In case of a tie, the Chairman of the Board of Directors has the casting vote.
Minutes of the Board‘s resolutions are kept and signed by the Directors present at the meeting.
Auditing Committee has been elected by the General Assembly implementing the existing institutional framework and provisions on corporate governance. The Audit Committee reports to the Board of Directors.
The main scopes of the Auditing Committee are to assist the BoD, to ensure transparency in corporate activities and to fulfill the obligations and responsibilities towards its shareholders and supervising authorities.
The Auditing Committee consists from three members (two Independent Non-Executive Members and one Non-Executive Member).
The mandate of the Auditing Committee is in accordance to the mandate of the BoD.
The Auditing Committee has ordinary meetings at least once every trimester or, extraordinary meetings whenever there is a need. Participators in the meetings are the members of the Committee and the Internal Audit. The Committee keeps Minutes of the meetings.