42
43
Statement of Corporate Governance
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
58
58
0
Ioannis Mytilineos, son of Georgios, Vice-
Chairman
58
58
0
Georgios Kontouzoglou, son of Stama-
tios, Executive Director
58
58
0
Sofia Daskalaki-Mytilineos, daughter of
Georgios, Member
58
58
0
Wade Burton, son of Rober, Member
58
56
0
Apostolos Georgiades, son of Stavros,
Member
58
57
0
Christos Zerefos, son of Stylianos,
Member
58
58
0
Michael Chandris, son of Dimitrios,
Member
58
56
0
Member
Number of sessions during
the member’s service
Number of sessions that
participated in person
Number of sessions that
participated through
representative
Apostolos Georgiades, President
15
15
0
Sofia Daskalaki-Mytilineou, Member
15
15
0
Christos Zerefos, Member
15
15
0
Member
Number of sessions during
the member’s service
Number of sessions that
participated in person
Number of sessions that
participated through
representative
Christos Zerefos
President
1
1
0
Evangelos Mytilineos
0
0
0
Sofia Daskalaki-Mytilineou
1
1
0
Spyros Kasdas
1
1
0
Vivian Bouzali
1
1
0
Fotis Spirakos
1
1
0
Lydia Tsapara
1
1
0
The Board of Directors following the resignation of Mr. Nikolaos Karamouzis, which was accepted without him being replaced, attended
during their term from 16.02.2015 until 31.12.2015, the following sessions
(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 2015
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 following Members:
1.
Christos Zerefos
2.
Evangelos Mytilineos
3.
Sofia Daskalaki – Mytilineou
4.
Spiros Kasdas
5.
Vivian Bouzali
6.
Fotis Spirakos
7.
Lydia Tsapara
In the course of the year 2015 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 dis-
posal 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 Assem-
bly of the Company’s shareholders.
• Adopting and implementing the general policy on the basis of
the recommendations and suggestions made by the General Manag-
ers and the Company’s Managers.
• Managing and disposing the Company’s assets as well as rep-
resenting the Company judicially or extra-judicially
• Drafting the Company’s annual budget and business plan, de-
fining 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 Compa-
ny’s activities.
• Monitoring the effectiveness of corporate gov-
ernance principles, based on which the Company
operates, and making the necessary changes when
needed,
• Defining the strategy and the risk manage-
ment policy of the Company
• Selecting, managing and developing the
Company’s Managers and defining the remunera-
tion policy.
• Appointing an internal auditor and defining
his/her remuneration,
• Defining the accounting principle that the
Company follows,
• Making a brief presentation of the proceed-
ings to the General Assembly of the Company’s
Shareholders.
• Preparing annual reports in which are analyti-
cally stated all the transactions between the Com-
pany and associated companies in accordance with
article 42e par.5 of c.l.2190/1920 as applicable in
each case.
