Committees of the Board of Directors

The Board of Directors is assisted in its work by Committees. The BoD assigns some of its responsibilities to these Committees and approves their composition and Rulebooks of Operation, except for the composition of the Audit Committee, whose members are elected by the General Meeting. The BoD receives regular and ad hoc reports from the Committees, evaluates their performance in accordance with the provisions of the BoD Assessment Process. As part of the constant improvement of the organizational structure of the Company and the Group, specialized matters have been assigned by the Board of Directors to the following main Committees, which meet on a regular or ad hoc basis.

Audit Committee

 

The role of the Committee
The key responsibilities of the Committee are to support the BoD of the Company, in order to supervise the quality and integrity of the accounting and auditing mechanisms, as well as the processes by which the financial statements are produced. In carrying out these duties, the Audit Committee supervises (i) the financial information process, (ii) the external audit process, (iii) the effectiveness of the internal audit systems, and (iv) the evaluation of the operation of the Internal Audit Division, and reports directly to the Board of Directors of the Company.

Composition and term of office of the Committee
The Audit Committee consists of at least three (3) non-executive members of the Board of Directors that are not involved in the operation of the Company in any way, in order to be able to submit objective and independent of conflict of interest judgment. The majority of the members of the Committee are independent non-executive members. At least one member of the Audit Committee must fulfil the criteria of paragraph 1, article 33 of Law 4449/2017. The term of office of the members of the Committee is four (4) years, and may be renewed without limt, provided that the independent of its members is not affected.

The current Committee consists of five (5) non-executive members of the Board of Directors, out of which at least three (3) are independent.

Composition of the Committee:

Chairperson Theano Karpodini, independent non-executive member of the BoD
Members John Costopoulos, independent non-executive Vice Chairman of the BoD
Giorgos Doukidis, independent non-executive member of the BoD
Polyxeni Kazoli, independent non-executive member of the BoD
Nicholaos Krenteras, independent non-executive member of the BoD

 

The Rulebook of Operation [in Greek] of the Audit Committee defines in particular its purpose and responsibilities, as well as the operating procedures of the Committee.

 

Nomination and Compensation Committee

 

The role of the Committee
The main responsibilities of the Committee are to: (i) Locate, search, evaluate and propose to the Board of Directors persons appropriate for election as members of the Board of Directors of the Company; (ii) evaluate the suitability of the structure, size, composition and performance of the Board of Directors and its Committees, and submit proposals to it concerning any required changes; (iii) evaluate the combination of breadth of knowledge, skills and experience of the members of the Board of Directors individually and as a whole, and submit relevant reports to the Board of Directors; (iv) evaluate the effectiveness of executive management members during each fiscal year; (v) design and further development of principles and policy rules concerning the system of remuneration (e.g. Remuneration Policy) of the members of the Board of Directors, including the executive members of the Board of Directors and senior executives in a manner that ensures compliance with the principles of transparency and corporate governance.

 
Composition and term of office of the Committee
The Nomination and Compensation Committee is composed of three non-executive members of the Board of Directors, of which at least two are independent members. The duties of Chairperson are assigned by the Board of Directors to one of the independent non-executive members of the Committee. The term of office of the members of the Committee is four years (4 years) and may be renewed indefinitely. The members of the Committee are appointed, dismissed and replaced by the Board of Directors. Loss of the status of member of the Board of Directors also entails the loss of the status of member of the Committee.
 
Composition of the Committee:
 
Chairperson

John Costopoulos, independent non-ececutive Vice Chairman of the BoD
Members George Handjinicolaou, independent non-executive Chaiman of the BoD
Konstantinos Vassiliou, independent non-executive member of the BoD
Polyxeni Kazoli, independent non-executive member of the BoD
Nicholaos Krenteras, independent non-executive member of the BoD

 

The Rulebook of Operation [in Greek] of the Nomination & Compensation Committee defines in particular its purpose and responsibilities, as well as the operating procedures of the Committee.

 

Strategic Planning Committee

 

The role of the Committee
The purpose of the Strategic Planning Committee is to support the executive members of the BoD in formulating, developing and implementing the strategic options of the Group, assist the Board of Directors in decision-making on all matters related to the strategy of the Group, and to regularly oversee the implementation of the strategy by the management of the Group. The Strategic Planning Committee cooperates with other Committees, where appropriate as part of its responsibilities.
 
Composition and term of office of the Committee
The Strategic Planning Committee consists of at least three (3) members appointed by the Board of Directors. The Chief Executive Officer is an ex-officio member of the Committee. The Chairperson of the Committee is the Chairperson of the Board of Directors of the Company and, when the Chairperson is absent or unable to, the Chief Executive Officer is. In addition to the Chairperson and the Chief Executive Officer, the Committee is composed of members of the Board of Directors and senior executives. Its members are selected on the basis of their ability and experience, and their term of office is three years which is indefinitely renewable.
 
Composition of the Committee:
 
Chairperson George Handjinicolaou, independent non-executive Chaiman of the BoD
Members John Costopoulos, independent non-ececutive Vice Chairman of the BoD
Yianos Kontopoulos, Chief Executive Officer, executive member of the BoD
Dimitrios Dosis, independent non-executive member of the BoD
Giorgos Doukidis, independent non-executive member of the BoD
Thomas Zeeb, independent non-executive member of the BoD
 

The Charter of the Strategic Planning Committee defines in particular its purpose and responsibilities, as well as the operating procedures of the Committee.

Risk Committee

 

The role of the Committee
The Risk Committee operates as a committee supporting the BoD in matters of risk management concerning: (i) developing an appropriate strategy for risk taking and defining acceptable risk taking ceilings, as well as overseeing their implementation; (ii) establishing principles and rules governing risk management with regard to their identification, forecast, measurement, monitoring, control and management; (iii) developing an internal risk management system and integrating appropriate risk management policies into business decision making; (iv) compliance of the Company, through appropriate measures and procedures, with the institutional framework for the risk management function.
 
and is responsible for exercising the duties determined in its Rulebook of operation, in order to be able to assist, advise and support the BoD in its work concerning:
 
Composition and term of office of the Committee
The Risk Committee consists of at least three (3) non-executive members of the BOD with at least 1/3 of those being independent, having sufficient knowledge in the field in which the Company operates as well as sufficient knowledge, abilities and specialization in order to comprehend and monitor the strategy of the Company for assuming risk. The term of office of the members of the Committee cannot exceed the term of office of the Board of Directors (four years), but the Board of Directors is entitled to terminate or replace them at any time. Their term of office may be renewed indefinitely, provided that their status (non-executive, independent non-executive) is not changed. Loss of the status of member of the Board of Directors also entails the loss of the status of member of the Committee.
 
Composition of the Committee:
 
Chairperson Thomas Zeeb, independent non-executive member of the BoD
Members John Costopoulos, independent non-executive member of the BoD
Giorgos Doukidis, independent non-executive member of the BoD
Theano Karpodini, independent non-executive member of the BoD
Spyridoula Papagiannidou, independent non-executive member of the BoD
 

The Rulebook of  Operation [in Greek] of the Risk Committee defines in particular its purpose and responsibilities, as well as the operating procedures of the Committee.

IT Advisory Committee

 

The role of the Committee
The Committee was established by decision of the Board of Directors and has an advisory role. It supports the Board of Directors, the CEO and the Strategic Planning Committee by providing guidance and advice on key IT issues in the areas of communications and information technology to modernise the Group's IT infrastructure and accelerate the development of new digital services by adopting new technologies, taking into account market requirements and technological developments.
 
Composition and term of office of the Committee
The Committee is composed of members of the Board of Directors or third parties who are not members of the Board of Directors, appointed and recalled by the Board of Directors.  All members of the Committee should have a high level of expertise in specific business functions or technologies and a recognised broad knowledge of IT issues.
 
Composition of the Committee:
 
Chairman Giorgos Doukidis, independent non-executive member of the BoD
Members Dimitrios Dosis, independent non-executive member of the BoD
Thomas Zeeb, independent non-executive member of the BoD
 

The Charter of the IT Advisory Committee defines in particular its purpose and responsibilities, as well as the operating procedures of the Committee.

 

 

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