S&B Industrial Minerals S.A. Annual Financial Report for the year ...

VI. The Committees
The Board of Directors is supported in its duties by the following Committees: (a) the Audit
Committee, (b) the Human Resources & Nomination Committee and (c) the Strategic Planning
Committee.
Apart from the Audit Committee, the committees of the Board do not constitute supervisory,
administrative or statutory bodies of the Company.
More details of the Committees are set forth below:
.
Audit Committee
The Audit Committee consists of four (4) Board members, one (1) non-executive and three (3)
independent non-executives. The General Assembly appoints the members of the Audit
Committee as per the provisions of article 37 of L. 3693/2008, as it stands in effect. The Audit
Committee convenes at least four times per year and exercises its duties by virtue of a written
charter called the “Regulation of the Audit Committee”, which is approved and amended by the
Board of Directors. The task of the Committee is to support the Board in fulfilling its overseeing
responsibilities in order to ensure:
the adequacy and integrity of the Company’s accounting and financial reporting systems
and the efficient operation of audit control, risk assessment and management systems;
the credibility and integrity of the published financial statements;
the compliance of the Company and the Group with the current legal framework and the
effective implementation of the Corporate Governance Principles;
the financial reporting process;
the efficiency of internal controls and risk management procedures, as well as the internal
auditors’ professional adequacy;
the integrity and independence of external auditors and the audit firm by monitoring the
relevant matters;
the communication and monitoring of the audit process performed by the external auditors
in order to solve potential issues related to the course and the results of such audit.
The members of the Audit Committee are:
Alexandros Sarrigeorgiou
Flora Maria P. Kyriacopoulos
Helen Papaconstantinou
Jan Carel Maarten Schönfeld
Chairman
Member
Member
Member
Human Resources & Nomination Committee
The Human Resources & Nominations Committee consists of four (4) Board members, one (1)
non-executive and three (3) independent non-executives. The committee is called at least once
a year and whenever a matter of interest is placed before it. The duties of the committee are:
To supervise the application of the compensation system for the Company’ personnel,
which is based on the achievement of annual and medium-term objectives subject to the
market conditions;
To evaluate the performance of the C.E.O. and the top-ranking executives reporting to the
C.E.O. and propose their compensation to the Board. In addition, the Committee submits
proposals to the Board regarding the annual remuneration policy of the Company’s and
Group’s personnel;
To propose to the Board sufficient schemes for the professional development of executives
as well as efficient reward and benefit systems for the personnel;
To decide on the placement of the available funds of the employees’ pension mutual fund
and monitor the training of personnel;
To organize the succession of the Board members and the development of executives.
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