Corporate Governance The Company has adopted, applied and, as ...

Corporate Governance The Company has adopted, applied and, as ...

Corporate Governance

The Company has adopted, applied and, as per declaration, observed the corporate

governance principles, as those have been outlined in the legislation in force (Law

3016/2002) and result from international practices. The corporate governance system

includes a set of rules, mechanisms and procedures that defend the upright and effective

management of the Company, with further aim to develop and preserve the interests of its


In compliance to Law 3016/2002 as for corporate governance, the Company’s organization

chart includes the following:

Audit Committee

By virtue of its resolution dated as of 4.7.2003, the BoD approved the new Internal Regulation

of the Company, which includes what is foreseen by the Law 3016/2002, combining the

provisions of the Resolution 5/204/14-11-2000 of the Administrative Board of the Capital

Market Committee as for the principles of the Corporate Governance are concerned.

In the framework of the Company’s compliance with the provisions above, the Board of

Directors has appointed an Internal Audit Committee, as well as a Manager of Internal Audit.

The Internal Audit Committee is composed by three non executive Directors of the Board, two

of whom are independent.

The Internal Audit Committee is set to meet at least once every three months, or whenever

necessary, while its principal purpose is to supervise the Internal Audit Department, and in

summary has the following main responsibilities:

• Supervise the observance of the Internal Regulation, the Company’s Article of

Incorporation and the legislation applicable for the Societes Anonymes as well as the

stock market legislation.

• Ensure the review, of the existing organization of the Company. Attest of any deficiency

or divergence from resolutions and approved Management policy.

• Achieve the objectives and maintain high standard within the Company Management.

• Ensure the receipt of every report as well as of any proposition or remark of the Internal

Audit Department.

• Evaluate audit results and in collaboration with the executive bodies propose the

measures that need to be taken.

• Supervise the efficiency of the measures taken and proceed in additional measure if


Fees and Benefits Committee

The operating purposes of this committee is to determine any sort of fee and benefit awarded

towards the executive members of the Board of Directors of the Company, as well as

determine the fee and benefit policy for the executives of the Company.

Internal Audit Department

The internal audit department operates as independent, objective consultancy service, its aim

being the constant monitoring and improvement of the Company’s operations. Its primary

mission is to examine and evaluate the internal audit system (audit mechanisms and


procedures), assuring its effectiveness and adequacy for the achievement of the business

targets of the Company. Within the responsibilities of the internal audit department is to

ensure the following:

• Application and constant monitoring of the internal operation regulation.

• Adherence of the Company’s Articles of Incorporation.

• Compliance to the legislation applicable to Societes Anonymes.

• Compliance to the stock market legislation.

• Report to the Board of Directors any case of conflict of the Company's Board members

or executive’s interests in relation to the Company’s own interests.

• Report at least once every three months to the Board of Directors in relation to the

course of the audit at hand.

• Supply any information demanded by the Board of Directors from the auditing


• Provide briefing for cases foreseen within the legislation for listed companies.

Shareholder Services Department

The Shareholder Services Department is responsible for the direct and equal briefing by

Corporate announcements, necessary for the shareholders' information as for the exercise of

their lawful rights and the resolutions of the Regular and Extraordinary Shareholders'

Meetings. It is also responsible for issuing, upon the Annual Regular Shareholders Meeting

the Annual Report, as well as for the sending in every interested party every published

company publications, while it also is responsible for the Shareholders’, in compliance with

the provisions of the legislation in force.

Department of Corporate Announcements

The Department of Corporate Announcements, is mainly responsible for informing the public,

through the Athens Stock Exchange, of every incident which is expected to influence the

Company’s share market.


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