CORPORATE GOVERNANCE

Corporate Governance Code

The Company complies with the policies and practices of Corporate Governance Code according to the Law 3873/2010 and relevant directives of the Hellenic Capital Market Commission.

The main objectives of the Corporate Governance Code are the following:

- adoption of the best corporate governance practices,
- compliance of the Company with the requirements of the Law 3873/2010, which incorporated in the Greek legal system Directive 2006/46/EC of the European Parliament,
- improvement of information provided to private and institutional shareholders.

THE BOARD AND ITS MEMBERS

Role and Responsibilities of the Board

The Board provides effective leadership and direct the Company's affairs in the interest of the Company and all shareholders, ensuring that management properly implements the Company's strategy. The Board also ensures the fair and equitable treatment of all shareholders, including minority and foreign shareholders. In discharging its role, the Board takes into account the interests of key stakeholders such as clients, creditors and employees.

Size and composition of the Board

The size and composition of the Board enables the effective fulfillment of its responsibilities and reflect the size, activity and ownership of the Company. The Board demonstrates a high level of integrity and includes a diversity of skills, knowledge, qualifications and experience, relevant to the business objectives of the Company.

In particular, the Board contains from three (3) up to nine (9) members elected by the General Meeting of shareholders for two (2) years. The Board is composed of a majority of non-executive Board members, including independent non-executive members. The Board also comprises at least two (2) independent non-executive members who are free of any conflict of interest with the Company and do not have close ties with the management, controlling shareholders or the Company.

The responsibilities of the Chairman of the Board are clearly distinguished from those of the Chief Executive Officer.

Duties of Board members

Each Board member has a duty of loyalty to the Company. Board members act with integrity and in the best interest of the Company, as well as protect the confidentiality of information that has not been disclosed to the public. Moreover, they do not compete with the Company and avoid any position or activity which creates or appears to create a conflict between their personal interests and the interests of the Company, including holding Board or executive positions in competing companies without the approval of the General Meeting of shareholders. Board members contribute with their expertise and devote to their duties the necessary time and attention. Board members also limit the number of other professional commitments (in particular any directorships held in other companies) to the extent that allows their satisfactory performance as Board members. Finally, Board members endeavour to attend all meetings of the Board and the relevant Committees.

Nomination of Board members

Nominations to the Board are made on merit using objective criteria. The Board ensures the orderly succession of Board members and senior executives so as to ensure the long-term success of the Company.

Functioning of the Board

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 the Chairman is prevented, the Vice Chairman or the Chief Executive Officer 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 meets whenever the Chairman or the Vice Chairman or the Chief Executive Officer or any Authorized Director or two other consultants request it. The Board may also hold its meeting via teleconference.

An absent member can be represented by another member by proxy. Each member may represent only one absent member.

In case of a member resignation for any reason before the expiration of Board's mandate, it is not mandatory to replace the member if the remaining members are at least three and the total number of members is more than the half, as before the occurrence of the above event. In each case, the Board decides accordingly.

The Board meets regularly to discharge its duties effectively. The Board is supplied by the management and its Committees in a timely manner with information in a form and of a quality to enable it to discharge its responsibilities effectively.

The Board members shall have the right to address to the Management and require any information deemed necessary for the implementation of their duties at any time.

The decisions of the Board are adopted by absolute majority of the present and represented members. In case of a tie, the Chairman of the Board has the casting vote. The resolutions of the Board are recorded in minutes kept in a book drawn for this purpose and signed by the present members at the meeting.

INTERNAL CONTROLS

System of Internal Controls

The Board presents a balanced and clear assessment of the Company's position and prospects. The Board also ensures the integrity of financial statements and disclosures to shareholders and to the public.

The Board maintains a sound system of internal control to safeguard the Company's assets, and ensures that significant risks are identified and adequately managed. The Board also regularly reviews the corporate strategy, the main Company's risks, and the effectiveness of the system of internal control in managing these risks. The review covers all material controls, including financial, operational and compliance controls, as well as the risk management systems. The Board, through its Audit Committee, develops a direct and ongoing relationship with and receive regular reports from the Company's auditors in respect of the effective functioning of the internal control system.

Audit Committee

The main objective of the Audit Committee is to assist the Board exercising its supervisory duties, ensuring the transparency of corporate activities and fulfilling the obligations and responsibilities towards its shareholders and supervising authorities. In particular, the Audit Committee is set up in order to assist the Board in its financial reporting, internal control and external audit oversight responsibilities.

The Audit Committee reports to the Board and is composed of at least three (3) members among the non-executive members of the Board, the majority of who are independent non-executive members. The Chairman of the Audit Committee is appointed by its members or elected by the General Meeting of shareholders and is an independent non-executive member. The members of the Audit Committee as a whole have sufficient knowledge of the business sector in which the Company operates and at least one member has a proven, adequate auditing and accounting experience.

The mandate of the Audit Committee is in accordance to the mandate of the Board.

The Audit Committee has ordinary meetings at least once every trimester or, extraordinary meetings whenever there is a need. The Committee keeps minutes of the meetings.

Internal Audit Department

The Internal Audit Department is an independent, objective and consulting activity designed to add value and improve Company's operations. It helps the Company accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes.

Internal Audit Department is supervised by the Audit Committee.

Internal Regulation

The Internal Regulation of the Company contains, among others, the following:

- the organizational structure of the Company, the responsibilities of organizational units as well as the relation among the organizational units and between them and the management,
- the responsibilities of executive and non-executive Board members,
- the company policy for management recruiting and performance assessment,
- the monitoring procedure of transactions made by Board members, management and persons who by position have internal information,
- the rules governing the transactions among subsidiaries and their monitoring procedure, as well as the appropriate disclosure of these transactions to the company-governing bodies and shareholders.

REMUNERATION

Level and structure of remuneration

The level and structure of remuneration aims to attract, retain and motivate Board members, executives and employees who add value to the Company with their skills, knowledge and experience.

The remuneration setting process is performed with objectivity, transparency and professionalism, and is free from conflicts of interests.

Executive Board members

The remuneration of executive Board members is linked to the corporate strategy and is aligned with the Company's objectives, as well as its aim to create long-term value. The remuneration of executive Board members is linked to factors such as:

- their role and responsibilities,
- their performance against quantitative and qualitative objectives,
- the remuneration for similar executive functions in European peer companies, and
- the economic situation, performance and outlook of the Company.

Non-executive Board members

The remuneration of non-executive Board members is approved by the General Meeting of shareholders on proposal by the Board and reflects their time commitment and range of responsibilities. Non-executive remuneration is not directly related to the performance of the Company. The Board determines and proposes to the shareholders the basic annual board fees as well as, eventually, additional fees for members who serve as members or Chairmen of Board Committees.

RELATIONS WITH SHAREHOLDERS

Communication with shareholders

The Board maintains a continuous and constructive dialogue with Company's shareholders, especially those who hold significant stakes and have a long-term perspective.

In particular, the Board Chairman and Chief Executive Officer are available to meet shareholders of the Company to discuss eventual governance concerns. The Board Chairman ensures that the views of the shareholders are communicated to the whole Board. The Company maintains an active website that includes useful shareholder and investor information.

The General Meeting of shareholders

The General Meeting of shareholders is the supreme authority of the Company and represents all shareholders, entitled to resolve on any corporate affair. Its duly adopted resolutions are binding on all shareholders, including the absent or dissenting ones.

The Board ensures that the preparation and conduct of the General Meeting of shareholders allows for the active and well-informed exercise of shareholders' ownership rights. The Board also ensures, within the framework set out by the Company's statutes that as many shareholders as possible, including minority, foreign and remotely residing, have the opportunity to participate in the General Meeting of shareholders. The Board uses the General Meeting of shareholders to facilitate genuine and open discussion with the Company.

Taking into consideration all legal requirements of Law 3884/2010, the Company ensures that the convocation for the General Meeting of shareholders and relevant information are effectively communicated to the shareholders at least twenty (20) days before the meeting, via the Company's website. This information includes:

- the date, time and location of the General Meeting of shareholders,
- key attendance rules and practice, including the right to add issues on the agenda, the right to ask questions, and deadlines by which those rights may be exercised,
- voting procedures, proxy procedural terms and the forms to be used for proxy voting,
- the proposed agenda of the meeting, including draft of resolutions, and
- the total number of outstanding shares and voting rights at the date of the convocation.

The Chairman of the Board, the Chief Executive Officer, the Internal Audit Director and the External Auditor should attend the General Meeting of shareholders and be available to answer questions by shareholders relevant to their responsibilities. The Chairman of the General Meeting of shareholders should allow sufficient time to deal with shareholders' questions.

The General Meeting of shareholders is presided over temporarily by the Chairman of the Board or, if he is prevented from attending, by the substituting Vice-Chairman or, if he is also prevented from attending, by the Chief Executive Officer or the eldest Board member attending. A person appointed by the Chairman temporarily acts as Secretary.

Upon approval of the list of shareholders entitled to vote, the General Meeting immediately proceeds to the appointment of a Chairman and a Secretary, who also acts as vote collector.

The decisions of the General Meeting must be adopted in accordance with applicable law requirements and the provisions of the Company's Articles.

 

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