METLEN within the new principles of its Corporate Governance has set up 3 committees: the Audit Committee, the Remuneration and Nomination Committee and the Sustainability Committee.
The Audit Committee is a committee of the Board and consists of at least three (3) Ιndependent Νon-Εxecutive board Μembers. All Committee members are independent non-executive Directors within the meaning of law 4706/2020.
The General Meeting of the Company’s Shareholders shall resolve on the exact number of the Committee members. The Committee members are appointed by the Board and the Committee Chair is appointed by the Committee members. The Chairman of the Board cannot be a Committee member. The Committee members as a whole shall have sufficient knowledge in the sectors in which the Company operates and at least one of its members shall have proven sufficient recent knowledge in auditing or accounting and shall be required to attend the meetings of the Committee concerning the approval of financial statements.
The assessment for the selection of the candidate Committee members shall be conducted by the Board, on the recommendation of the Company’s Remuneration and Nomination Committee.
The Committee members’ tenure shall be proportional and shall extend to the end of the Board’s four-year tenure, unless the General Meeting were to resolve otherwise. The term of office of the present Audit Committee expires on 07.06.2022.
The main responsibilities of the Audit Committee are:
Additionally, the Audit Committee has the right, when it considers this to be necessary, to request from the Internal Audit Department or from third parties any information it deems necessary in order to properly carry out its work.
Anthony Bartzokas is Professor at the Department of Economics of University of Athens, United Nations University Professorial Fellow and Visiting Professor in Practice at the London School of Economics and Political Science. He has extensive experience in the oversight of financial reporting and internal controls as he has been Chair of the Audit Committee, Board member and member of the Retirement Plan Investment Committee at the European Bank for Reconstruction and Development (EBRD).
During his nine-year tenure at the EBRD, he served as Chair of the European Union coordination group and was involved in all high-level decision-making processes, from country strategies to investment projects, including the approval and the modalities of EBRD’s engagement in Greece. He has worked on financial systems, corporate investment, and innovation dynamics with financial support from international institutions and continuous interaction with Multilateral Development Banks, the European Union and UN agencies. In his role as knowledge manager, he has coordinated international research teams and benefitted from the interaction with policy makers and the business community, especially when it comes to project structuring and the evolving dynamics of capital markets and innovation. During his tenure, the EBRD Investments in Greece reached record levels with 4,360 million euro in 67 projects and a pipeline of 890 million euro in 19 projects.
Born in 1962, Anthony holds a BA in Economics from the Aristotle University of Thessaloniki and a PhD, in Economics of Technological Change from University of Sussex, both with distinction.
Tina (Konstantina) Mavraki is a C-Level Executive with extensive global experience in capital markets, company and project funding, risk management and audit. She started her career in 1998 and lives in London.
She has held senior positions with global institutions including Morgan Stanley, Citigroup and Noble Group, where she was responsible for multi-million US$ financial and physical commodity investments in developed and emerging markets.
She has extensive financial and operational internal audit and due diligence experience, most notably as Office of CEO of US$ 1.4 billion fund Barak Fund Management Limited, and as Head of Financing of commodities Division of US$ 1.75 billion fund Gemcorp Capital LLP. She is a devoted sustainability professional, with deep expertise in governance and environmental impact.
Ms Mavraki received an MA and BA in Philosophy, Politics & Economics from Oxford University and an MSc in Finance from London Business School. She is a CFA Charter-holder and holds a Certificate in Company Direction from the UK Institute of Directors.
Mr. Yiannis Petrides served from 2013 to 2018 as Chairman of the Supervisory Board of Rotterdam-based Refresco N.V., the world’s largest independent producer of private label beverages with Revenues of around 4 billion euros and 60 manufacturing facilities in Europe, North America and Mexico. Yiannis led the listing of the Company in 2015 in the Amsterdam stock exchange. Until 2016, he also held the position of Chairman of the Board of Largo (parent of Wind Hellas Telecommunications), a major fixed, broadband and mobile telecommunications operator in Greece.
Yiannis is currently also a Director on the Board of PUIG, a privately held global player in fashion and perfumes, which owns brands including Nina Ricci, Paco Rabanne, Carolina Herrera and Jean Paul Gaultier. He also serves as the Chairman of PUIG’s Audit and Compliance Committee. During 2005-2014 he served as Vice-Chairman of the Board of Directors of the Campofrio Food Group, Europe’s leader in the processed and packaged meat market which was listed on the Madrid stock exchange. During that time he served as the Chairman of Campofrio’s Audit Committee as well as Chairman of the Strategy Committee and member of the Remuneration and Nomination Committee.
Between 2010-2013 he served as Director on the Board of Panrico, Spain, leader in the sweet snacks industry and also as member of the Remuneration and Nomination Committee.
Yiannis worked for 23 years with PepsiCo Inc. Between 2000-2010 he served as President - Europe for the Pepsi Bottling Group, significantly expanding the Group’s presence in countries like Russia, Spain and Turkey through organic growth as well as strategic acquisitions, creating a 4 billion USD business with 20 manufacturing facilities and over 10000 employees. He was one of the founders of PBG, which was spun-off from PepsiCo and listed on NYSE in 1999. Prior to that, he held the position of President of PepsiCo Spain. He also served as President for PepsiCo Greece/Balkans and as well as in different Marketing and Franchise positions with the company in the Middle East – working across both Beverage and Food Divisions of PepsiCo.
Prior to PepsiCo, Yiannis worked with the Procter and Gamble Company in the Middle East and USA.
Born in 1958, he holds a Bachelors and Masters degree with Honours in Economics from Cambridge University and an MBA from the Harvard Business School. Yiannis is a native of Cyprus.
Vassiliki Prantzou was born in 1981 in Athens. She is a graduate of the Law School of the Aristotle University of Thessaloniki and holds a postgraduate degree (Private Law A) from the School of Law of the National and Kapodistrian University of Athens.
She is an accredited intermediary and has also attended a postgraduate course in business administration for executives (e-mba) at the University of Piraeus. She is a member of the Athens Bar Association since 2006 and has joined the Company’s Legal Department in 2014.
The Remuneration and Nomination Committee is a committee of the Board of Directors and shall examine and process issues pertaining to: (a) the remuneration of Board members and of senior and other executives; and (b) the suitability of existing and candidate Directors, within the scope of its remit under the Terms of Reference of the Committee. The Committee consists of at least three (3) independent non-executive Directors. All Committee members shall be independent non-executive Directors and shall be appointed by the Board. The Committee Chair must have served on a remuneration committee for at least twelve (12) months prior to their appointment. The Chairman of the Board may be a Committee member only if they are an independent non-executive Director on appointment as Chairman of the Board. In any case, the Chairman of the Board cannot chair the Committee. The candidate Committee members shall be selected by the Board, in collaboration with the Committee Chair and the Company’s Lead Independent Director, in accordance with the Corporate Governance Code the Company implements.
The Remuneration & Nomination Committee shall be responsible for:
Tina (Konstantina) Mavraki is a C-Level Executive with extensive global experience in capital markets, company and project funding, risk management and audit. She started her career in 1998 and lives in London.
She has held senior positions with global institutions including Morgan Stanley, Citigroup and Noble Group, where she was responsible for multi-million US$ financial and physical commodity investments in developed and emerging markets.
She has extensive financial and operational internal audit and due diligence experience, most notably as Office of CEO of US$ 1.4 billion fund Barak Fund Management Limited, and as Head of Financing of commodities Division of US$ 1.75 billion fund Gemcorp Capital LLP. She is a devoted sustainability professional, with deep expertise in governance and environmental impact.
Ms Mavraki received an MA and BA in Philosophy, Politics & Economics from Oxford University and an MSc in Finance from London Business School. She is a CFA Charter-holder and holds a Certificate in Company Direction from the UK Institute of Directors.
Born in Alexandria, Egypt in 1946. He has graduated from the National Polytechnic School of Athens with a degree in Mechanical and Electrical Engineering. He is Chairman of the mining company Delphi - Distomon, owned by MYTILINEOS and member of the board of directors of the SEV’s Business Council for Sustainable Development.
During his 48 years professional career in the international aluminium industry, he has served as plant manager of the alumina refinery and aluminium smelter of Aluminium of Greece SA, as smelting research manager for the French industrial group Pechiney, as CEO of the Australian aluminium smelting company Tomago, as Vice President Technology and member of the Primary Executive Committee of the French group Pechiney and later on of the Canadian group Alcan. When in 2005, the group MYTILINEOS acquired Aluminium of Greece SA, Spiros Kasdas returned to Greece and served as CEO and later on as Chairman of the company until its absorption by MYTILINEOS in 2017.
Xenia Kazoli is an experienced international lawyer, admitted to the bars of New York Paris and Athens. She has completed large and complex transactions for more than twenty years in multinational environments, advised the governments of Greece, Italy, France, Spain and Portugal in privatisations and offerings, as well as advised clients on EU financial regulations and corporate governance.
Until 2015, she was a counsel at Allen & Overy LLP, where she spent 15 years specializing in international debt and equity offerings and advising on privatisations and cross border transactions. Prior to this, she was practicing with Skadden Arps LLP in their Paris and London offices in the international capital markets team. Mrs. Kazoli has also worked at the World Bank, conducting legal assessment, policy and regulatory reform and advising on judicial capacity building in Peru, Argentina, El Salvador and Venezuela, and more recently as an expert with the European Union in Georgia providing technical assistance and training to government officials on negotiation and drafting of international contracts.
For the last few years she has been advising on regulatory reform and corporate governance governments, financial institutions and companies, from small to large. She served for five years as a senior advisor with Nestor Advisors Ltd, a UK advisory firm specializing in corporate governance.
Xenia is an independent non-executive member of the Board of the Athens Exchange, Chair of its Remuneration and Nominations Committtee, a member of the Supervisory Board of the Hellenic Growth fund (entity supervising the Greek state owned companies) and an Independent Non-Executive member of the Board of Autohellas and Dimand SA. She is currently Chair of the Hellenic Corporate Governance Council, Co-founder of the CGHub (a non profit promoting diversity in governance) and a member of the Advisory Board of the NGO DESMOS.
Leda Condoyanni is Corporate Governance Director and Company Secretary at MYTILINEOS.
She is a Corporate Governance leading expert in Greece who conceived, designed and liaised with SEV and Athex to jointly form the Hellenic Corporate Governance Council, owner of the Greek CG Code, and served as General Manager and board member from its establishment in 2012 to year-end 2017.
Prior to this as Department Coordinator for State Relations and Institutional Authorities with SEV, she managed the areas of finance, corporate affairs, corporate governance, public administration, free movement of services and internal market, among others. From 2004-2007, she held the position of Special Adviser to the Chairman of Enterprise Greece Agency, the official investment promotion agency of Greece.
During a significant part of her career, 1989-2004, she held senior management positions in institutional fund management in the banking and financial services sector, which included Alpha Bank, ETEBA and Ionian Bank.
In addition, she has sat as non-executive member on boards in the financial sector, among which the Athens Derivatives Exchange, and state-owned enterprises. Also, she has served as member of several government committees: Development Min for the revision of Company Law, ministries of Employment, Finance, Interiors’, and the Hellenic Capital Market Commission for the revision of CG legislation.
She is Chair and founding member of the Non-Executive Directors’ Club in Greece, Board Member of ecoDa and member of Women in Leadership (WIL).
Leda Condoyanni holds a Ph.D. in Finance and an M.A. in Accounting and Finance, Lancaster University, UK.
