53
52
BOD
BOD Member
Nymber of Sessions during
the member’s service
Number of sessions that
participated in person
Number of sessions that
participated through a
representative
Evangelos Mytilineos, President of
the Board and CEO
68
68
0
Ioannis Mytilineos, Vice President of
the Board
68
68
0
Georgios Kontouzoglou, Executive
Director
68
68
0
Sofia Daskalaki-Mytilineou, Member
of the Board
68
68
0
Wade Burton, Member of the Board
58
58
0
Nikolaos Karamouzis, Member of the
Board
58
58
0
Apostolos Georgiades, Member of
the Board
59
59
0
Christos Zerefos, Member of the
Board
68
68
0
Michail Chandris, Member of the
Board
58
58
0
AUDIT COMMITTEE
Member
Nymber of Sessions during
the member’s service
Number of sessions that
participated in person
Number of sessions that
participated through a
representative
Apostolos Georgiades, President
18
18
0
Sofia Daskalaki-Mytilineou, Member
18
18
0
Christos Zerefos, Member
18
18
0
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Member
Nymber of Sessions during
the member’s service
Number of sessions that partici-
pated in person
Number of sessions that partici-
pated through a representative
Christos Zerefos
1
1
0
Christos Diamantopoulos,
President
0
0
0
Sofia Daskalaki-Mytilineou
1
1
0
Spiros Kasdas
1
1
0
Vivian Bouzali
1
1
0
Fotis Spirakos
1
1
0
Lydia Tsapara
1
1
0
(ii) The Auditing Committee has ordinary meetings at least once every trimester or, extraordinary meetings whenever
there is a need to inform its members on a matter or make a relevant decision. In particular the Members of the Auditing
Committee as assigned at the Board of Directors of 08.05.2013, and following the new members’ appointments of the
Board of Directors of 19.11.2013, attended during 2014 the following sessions:
(iii) The Remuneration Committee is composed of the following
Members:
Evangelos Mytilineos
Sofia Daskalaki-Mytilineou and
Christos Zerefos
The Remuneration Committee has not convened thus far.
(iv) The Corporate Social Responsibility
Committee (CSR) is composed of the fol-
lowing Members:
Christos Zerefos
Christos Diamantopoulos
Sofia Daskalaki – Mytilineou
Spiros Kasdas
Vivian Bouzali
Fotis Spirakos
Lydia Tsapara
In the course of the year 2014 the CSRC convened once (1). The attendances of each member of the Board of
Directors during that year are as follows:
(v) According to the Articles of Association and the Internal
Regulation of the Company’s operation, the Board of Directors
has the following basic competences:
• Setting the strategic directions, including the sale or other
disposal of the Company’s shares, the acquisition of any
enterprise or the proposal for the merger of the Company with
another enterprise, which will then be submitted for final approval
by the General Assembly of the Company’s shareholders.
• Adopting and implementing the general policy on the basis
of the recommendations and suggestions made by the General
Managers and the Company’s Managers.
• Managing and disposing the Company’s assets as well as
representing the Company judicially or extra-judicially
• Drafting the Company’s annual budget and business plan,
defining and meeting its efficiency objectives, monitoring the
Company’s progress and controlling major capital expenditure.
Performing a full and effective internal audit of all the Company’s
activities.
• Monitoring the effectiveness of corporate governance
principles, based on which the Company operates, and making
the necessary changes when needed,
• Defining the strategy and the risk management policy of the
Company
• Selecting, managing and developing the Company’s
Managers and defining the remuneration policy.
• Appointing an internal auditor and defining his/her
remuneration,
• Defining the accounting principle that the Company follows,
• Making a brief presentation of the proceedings to the General
Assembly of the Company’s Shareholders.
• Preparing annual reports in which are analytically stated
all the transactions between the Company and associated
companies in accordance with article 42e par.5 of c.l.2190/1920
as applicable in each case.
The rules governing the representation and binding of the
Company are defined by special decisions of the Board of
Directors.
The Remuneration Committee has been established but has
not yet convened. It is composed of three members of the
Board of Directors, of which, at least one
is obligatorily an executive member. It
convenes on an ordinary basis or on a
case by case basis whenever there is
a matter of recruiting or laying off an
executive that reports directly to the CEO
and executives that report to the General
managers and Managers or whenever
there is a need to convene. On occasion
the Committee submits to the Board of
Directors suggestions, which are relevant
to its tasks and activities, as these are
described hereafter, so that the Board of
Directors can decide accordingly.
The main tasks of the Auditing Commit-
tee are: the monitoring of: 1) the financial
updating procedure, 2) the effective opera-
tion of the internal auditing and risk man-
agement systems, 3) the operation of the
Internal Auditors Division of the audited en-
tity, 4) the progress of the compulsory audit
of the individual and consolidated financial
statements. In addition, the Committee is
charged with checking and monitoring all
issues related to the existence and preser-
vation of the objectivity and independence
of the legal auditor or auditing agency,
especially with regard to the provision of
other services by the legal auditor or au-
diting agency to the audited entity. The
Committee can do so by receiving from
the company’s legal auditors the compul-
sory reports on any issue that pertains to
the progress and results of the compulsory
audit. Moreover, the Committee checks
the drafting of the reports and receives the
special report of the legal auditors regard-
ing the weaknesses of the internal audit
system and in particular the weaknesses of
financial information processing and draft-
ing of financial statements.
Statement of Corporate Governance
