S&B Industrial Minerals S.A. Annual Financial Report for the year ...
S&B Industrial Minerals S.A. Annual Financial Report for the year ...
S&B Industrial Minerals S.A. Annual Financial Report for the year ...
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In compliance with article 43 α §3 of C.L. 2190/1920, as it stands in effect, <strong>the</strong> Company states <strong>the</strong><br />
following:<br />
I. The Corporate Governance Principles<br />
1. The Company has put into practice <strong>the</strong> Corporate Governance Principles since 2001, which<br />
are regularly revised and updated in order to comply with <strong>the</strong> applicable Greek and E.U.<br />
legal framework.<br />
2. The full text of <strong>the</strong> 4 th revision of <strong>the</strong> Corporate Governance Principles, as it stands in effect,<br />
is available as an electronic copy on <strong>the</strong> website of <strong>the</strong> Company at www.sandb.com.<br />
3. The Corporate Governance Principles of <strong>the</strong> Company aim at achieving long-term<br />
development <strong>for</strong> <strong>the</strong> business, while take into account <strong>the</strong> equal and unbiased treatment of<br />
<strong>the</strong> interests of all shareholders and social responsibility as well.<br />
4. The Company does not apply o<strong>the</strong>r corporate governance practices apart from <strong>the</strong><br />
Corporate Governance Principles, which constitute <strong>the</strong> grounds of <strong>the</strong> Internal Regulation<br />
and <strong>the</strong> Company’s Policies as well.<br />
II.<br />
The key features of <strong>the</strong> Internal Control and Risk Management Mechanisms<br />
1. The Company operates in a very demanding and versatile business environment that<br />
requires constant and systematic monitoring of all risks related to its business. There<strong>for</strong>e,<br />
<strong>the</strong> Company has introduced control mechanisms in order to mitigate such risks and ensure<br />
compliance with required financial and operational procedures across <strong>the</strong> Group. The<br />
overseeing body of <strong>the</strong> control and risk management mechanisms is <strong>the</strong> Audit Committee.<br />
2. The Internal Audit Services department consists of one Internal Audit Manager and five<br />
internal auditors which are under exclusive and full-time employment with <strong>the</strong> Company.<br />
The Internal Audit department per<strong>for</strong>ms its duties according to a written charter approved by<br />
<strong>the</strong> Audit Committee and <strong>the</strong> C.E.O. Internal audits are carried out following international<br />
professional standards and practices, which are codified in <strong>the</strong> “Manual of Internal Audit<br />
Process” and extend to all organizational and operational divisions of <strong>the</strong> Company and <strong>the</strong><br />
Group in general. These audits aim to monitor <strong>the</strong> implementation of, and continuous<br />
compliance with, <strong>the</strong> Company’s Statute, Regulations, Procedures and Directives, as well<br />
as with legislation related with <strong>the</strong> business of <strong>the</strong> Company.<br />
3. The financial statements of <strong>the</strong> Company and <strong>the</strong> Group are audited and certified by a<br />
prominent audit firm appointed by <strong>the</strong> General Assembly of <strong>the</strong> Shareholders.<br />
4. In addition, <strong>the</strong> Company has adopted and implemented procedures <strong>for</strong> controlling and<br />
managing risk in respect of financial reporting and preparation of financial statements both<br />
stand-alone and consolidated. These include:<br />
The introduction of uni<strong>for</strong>m reporting standards (<strong>Report</strong>ing Manual) <strong>for</strong> financial<br />
reporting and management reporting purposes. These standards are implemented by<br />
all legal entities of <strong>the</strong> Group.<br />
The Group Management Policies which is a set of documents regulating <strong>the</strong> Chart of<br />
Authorities that reflects <strong>the</strong> different levels of binding authorizations to officers of <strong>the</strong><br />
Company <strong>for</strong> conducting monetary and non-monetary transactions as well as all<br />
critical financial internal controls which have been implemented by <strong>the</strong> majority of <strong>the</strong><br />
Group’s companies.<br />
A dedicated department monitoring <strong>the</strong> financial reporting process using a common<br />
Group Chart of Accounts and common consolidation processes across <strong>the</strong> Group<br />
companies, based on multiple validations and written guidelines which are periodically<br />
reviewed and amended as necessary.<br />
A common and uni<strong>for</strong>m IT plat<strong>for</strong>m <strong>for</strong> financial consolidation and reporting.<br />
IT safety and security procedures, such as, <strong>the</strong> backup of all critical electronic<br />
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