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Statement of Corporate Governance
3. Board of Directors and Committees
Α.
(i)
The Board of Directors is the body that exercises the management of the Company. It has the responsibility of managing
(managing and disposing) the company’s assets as well as of representing it, with the aim of strengthening its economic value
and efficiency and of safeguarding the company’s interests.
The Board of Directors has ordinary meetings at least one time per month and extraordinary meetings whenever important issues
arise or decisions need to be made. Usually, in the ordinary meetings are present all the members of the Board of Directors.
Thus far the Board of Directors has never postponed making a decision because of lack of quorum. More specifically, during the
course of the year 2014 the Board of Directors convened seventy two (72) times. More specifically:
The Board of Directors as elected by the General Assembly, forming the Board on 08.05.2013, have been replaced with the elec-
tion of new members by the General Assembly of 19.11.2013 attended during their term of 2015 up to 16
th
February 2015, when
Mr. Nikolaos Karamouzis, son of Vassilios resigned without being replaced, the following sessions:
Member
Number of sessions during
the member’s service
Number of sessions that
participated in person
Number of sessions that
participated through
representative
Evangelos Mytilineos, son of
Georgios, Chairman and CEO
14
14
0
Ioannis Mytilineos, son of
Georgios, Vice-Chairman
14
14
0
Georgios Kontouzoglou,
son of Stamatios, Executive
Director
14
14
0
Sofia Daskalaki-Mytilineos,
daughter of Georgios,
Member
14
14
0
Wade Burton, son of Rober,
Member
14
13
0
Nikolaos Karamouzis, son of
Vassilios, Member
14
13
0
Apostolos Georgiades, son of
Stavros, Member
14
14
0
Christos Zerefos, son of
Stylianos, Member
14
14
0
Michael Chandris, son of
Dimitrios, Member
14
13
0
assembly is convened by the applicant shareholders at the company’s expenses
with the decision issued by the Single-Member First Instance Court of the com-
pany’s seat according to the interim measures procedure. This decision sets the
location and the time of the assembly and the agenda.
(iii) After the request of shareholders representing at least one twentieth (1/20)
of the paid Share Capital, the Board of Directors is obliged to include additional
items in the agenda of a general assembly, already called, if the said request is
communicated to the Board of Directors at least fifteen (15) days prior to the gen-
eral assembly. The additional items should be published or made public with the
responsibility of the Board of Directors, under article 26, Codified Law 2190/1920,
at least seven (7) days before the general assembly. If these items are not pub-
lished, the applicant shareholders are entitled to ask the postponement of the
general assembly under paragraph 3, article 39, Codified Law 2190/1920 and
proceed with the publication according to the previous section, at the Company’s
expenses.
(iv) After the request of shareholders representing at least one twentieth (1/20) of
the paid Share Capital, the Board of Directors puts at the disposal of the share-
holders, under article 27, para 3, C.L. 2190/20, at least six (6) days before the
date of the general assembly, draft resolutions on items included in the initial or
possible revised agenda, if the relevant request is communicated to the Board of
Directors at least seven (7) days prior to the date of the general assembly.
(v) If any shareholder requests, and provided that said request is filed with the
Company at least five (5) full days prior to the General Assembly, the Board of
Directors is obliged to provide the General Assembly with the specific requested
information regarding the affairs of the Company, insofar as such information is
relevant to a proper assessment of the items on the daily agenda.
(vi) After the request of shareholders representing at least one twentieth (1/20) of
the paid Share Capital, the Chair of the General Assembly is obliged to postpone
once taking decisions in the Ordinary or Extraordinary General Assembly for all
or specific items, setting as a date of a decision-making meeting the one on the
shareholders’ application, which, though, cannot be more than thirty (30) days
away from the postponement day. The general assembly following a postpone-
ment is the continuation of the previous one and there is no need to repeat the
publication formalities of the shareholders’ invitation. New shareholders can also
participate, by observing the provisions of articles 27, para 2 and 28a of C.L.
2190/1920.
(vii) After the request of shareholders representing at least one twentieth (1/20)
of the paid Share Capital, the Board of Directors is obliged to announce to the
Ordinary General Assembly the amounts paid in the last two years to each mem-
ber of the Board of Directors or the company’s directors/ managers and any
benefit given to these parties for any reason or as a result of an agreement made
with the company. Furthermore, following the application of any shareholder sub-
mitted to the company at least five (5) full days before the General Assembly,
the Board of Directors is obliged to give the General Assembly the applied-for
specific information to the degree this information is useful for the real assess-
ment of the items on the agenda. The Board of Directors may decline to provide
such information citing sufficient material grounds, and this should be recorded
in the minutes. Such a reason could be, depending on the specific cases, the
representation of the applicant shareholders in the board of directors pursuant to
paragraphs 3 or 6 of article 18, C.L. 2190/1920, as currently in force. The Board of
Directors may provide a single answer to shareholders’ requests that are of simi-
lar content. The obligation to provide information does not apply in the event that
such information is already available through the Company’s website, particularly
in the case of frequently asked questions.
(viii) After the request of shareholders representing one fifth
(1/5) of the paid-up capital of the Company, and provided
that the said request is given to the Company at least five
(5) full days prior to the General Assembly, the Board of
Directors is obliged to provide the General Assembly with
information on the course of the business affairs and finan-
cial status of the Company. The Board of Directors may
decline to provide such information citing sufficient material
grounds, and this should be recorded in the minutes. Such
a reason could be, depending on the specific cases, the
representation of the applicant shareholders in the board
of directors pursuant to paragraphs 3 or 6 of article 18, C.L.
2190/1920, as currently in force. provided the members of
the Board of Directors have received the relevant informa-
tion in an adequate way.
(ix) After the request of shareholders representing at least
one twentieth (1/20) of the paid share capital, a decision on
any item on the agenda of the General Assembly is taken
by a roll-call vote.
(x) Company’s shareholders representing at least one twen-
tieth (1/20) of the paid share capital have the right to ask the
Single-Member First Instance Court of the region where the
company has its seat, for an audit of the company, and
the Court applies the voluntary jurisdiction procedure. The
audit is ordered if there is the possibility of actions that vio-
late the provisions of the law or the company’s articles of
association or decisions of the General Assembly.
(xi) Company’s shareholders representing at least one fifth
(1/5) of the paid share capital have the right to ask the court
of the previous paragraph for an audit of the company, pro-
vided that it is believed that the management of the corpo-
rate affairs is not applied as imposed by the prudent and
sound management principle. This provision is not applied
in the cases the minority asking for the audit is represented
in the Company’s Board of Directors.
