FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
1
TZIMA LOCATION – 194 00 KOROPI ATTICA, GREECE
General Commercial Registry No. 582101000
Annual Financial Report
for financial year 2023
(January 1st 2023
-
December 31st 2023)
According to article 4 of L. 3556/2007
And the relevant authorized and executive decisions issued by the Board of Directors of the
Hellenic Capital Market Commission
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
2
CONTENTS
CHAPTER 1 :
Statements by Representatives of the Board of Directors
...........................................................
5
CHAPTER 2: Annual Report by the Board of Directors (including the Corporate Governance Statement), for
financial year 2023
.............................................................................................................................................
6
CHAPTER 3 : Independent Auditor’s Report
..................................................................................................
117
CHAPTER 4: Annual Financial Statements
......................................................................................................
124
Statement of Financial Position
.........................................................................................................
125
Income Statement
...........................................................................................................................
126
Statement of Comprehensive Income
................................................................................................
127
Consolidated Statement of Changes in Equity
....................................................................................
128
Statement of Changes in Parent Company’s Equity
............................................................................
129
Statement of Cash Flows
..................................................................................................................
130
1. General Information on the Company and Group
...........................................................................
131
2. Basis for the preparation of the financial statements
......................................................................
132
2.1 Adoption of New and Revised International Standards
..................................................................
132
2.2 Significant accounting judgments, estimations and assumptions
...................................................
136
3. Basic accounting principles
...........................................................................................................
138
3.1 Consolidation
.............................................................................................................................
138
3.1.1 Structure of the Group and consolidation method of companies
.................................................
139
3.2 Operation and presentation currency and foreign currency translation
...........................................
141
3.3 Tangible fixed assets
..................................................................................................................
141
3.4 Goodwill
....................................................................................................................................
141
3.5 Intangible assets
........................................................................................................................
142
3.6 Impairment of Assets
.................................................................................................................
143
3.7 Trade receivables and other receivables
......................................................................................
143
3.8 Inventories
................................................................................................................................
143
3.9 Cash & cash equivalents
.............................................................................................................
144
3.10 Suppliers and related liabilities
..................................................................................................
144
3.11 Financial Assets and Financial Liabilities
.....................................................................................
144
3.12 Financial Derivatives
.................................................................................................................
145
3.13 Share capital
............................................................................................................................
146
3.14 Loans
......................................................................................................................................
146
3.15 Income tax (Current and deferred)
............................................................................................
147
3.16 Employee benefits
....................................................................................................................
147
3.17 Government Grants
..................................................................................................................
148
3.18 Provisions for contingent claims-liabilities
..................................................................................
148
3.19 Recognition of income
..............................................................................................................
148
3.20 Leases
.....................................................................................................................................
149
3.21 Dividend distribution
................................................................................................................
150
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
3
3.22 Earnings per Share
...................................................................................................................
150
4. Segment reporting
.......................................................................................................................
150
5. Risk Management
........................................................................................................................
151
6. Notes on the Financial Statements
................................................................................................
160
6.1
Tangible fixed assets
.................................................................................................................
160
6.2 Goodwill
....................................................................................................................................
162
6.3 Intangible assets
........................................................................................................................
163
6.4 Participations in Subsidiaries
.......................................................................................................
164
6.5 Participations in associate companies
..........................................................................................
165
Participations of the Company in associate (related) companies are analyzed as follows
. .....................
165
6.6 Other long-term receivables
........................................................................................................
166
6.7 Inventories
................................................................................................................................
166
6.8 Trade receivables
.......................................................................................................................
166
6.9 Other receivables
.......................................................................................................................
168
6.10 Cash & cash equivalents
...........................................................................................................
168
6.11 Equity
......................................................................................................................................
168
6.11.1 Share Capital and Share Premium
..........................................................................................
168
6.11.2 Reserves
...............................................................................................................................
169
6.11.3 Retained earnings
.................................................................................................................
172
6.12 Deferred tax assets and liabilities
..............................................................................................
173
6.13
Provision for staff indemnities due to retirement
.......................................................................
175
6.14
Leases – Right of Use Assets
...................................................................................................
177
6.15 Long-term and short-term loans
................................................................................................
178
6.15.1 Other long-term liabilities
.......................................................................................................
181
6.16 Other provisions
.......................................................................................................................
181
6.17 Suppliers and other liabilities
....................................................................................................
182
6.18 Liabilities from income tax
........................................................................................................
183
6.19 Turnover
.................................................................................................................................
183
6.20 Analysis of Expenses per category
.............................................................................................
183
6.21 Employee Benefits
....................................................................................................................
185
6.22 Other Operating Income and Expenses
......................................................................................
185
6.23 Financial Income and Expenses
.................................................................................................
186
6.24 Other Financial Results
.............................................................................................................
186
6.25 Income Tax
.............................................................................................................................
187
6.26 Contingent Receivables - Liabilities
............................................................................................
188
6.26.1 Information regarding assumed liabilities
................................................................................
188
6.26.2 Tax un-audited financial years
................................................................................................
189
6.26.3 Information regarding contingent receivables
..........................................................................
190
6.27 Current liens
............................................................................................................................
190
6.28
Auditors’ fees
..........................................................................................................................
190
6.29 Transactions with related parties
...............................................................................................
190
6.30 Earnings per share
...................................................................................................................
193
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
4
6.31 Dividends
................................................................................................................................
194
6.32 Fair value measurement
...........................................................................................................
195
6.33 Reconciliation of cash flows from financing activities
..................................................................
195
6.34
Stock Option Plan and subsequent share capital increase of the company
..................................
196
6.35 Plan for the distribution of shares to the members of the Company's Board of Directors, managers and
other executives, in the form of stock options
...................................................................................
197
6.36 Events after the reporting date of the financial statements
.........................................................
198
CHAPTER 5 : Online availability of financial information
...............................................................................
200
APPENDIX: Report of the Audit Committee for the year 2023
.............................................................
201
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
5
CHAPTER 1 :
Statements by Representatives of the Board of Directors
(According to article 4 par. 2 of L. 3556/2007, as is in effect)
1. Georgios Ginosatis of Spyridonos, resident of Koropi Attica, 6 Karaiskaki Str., Chairman of the Board of
Directors.
2. Stamatios Ginosatis of Spyridonos, resident of Koropi Attica, 204 Vas. Konstantinou Str., Deputy Chief
Executive Officer.
3. Asimina Ginosati of Dimitrios, resident of Koropi Attica, 204 Vas. Konstantinou Str., Executive Member
of the Board of Directors.
**************************
We, the following signatories, under our capacity as mentioned above, according to the stipulations by law
(article 4 par. 2, case c, of Law 3556/2007) and specifically pursuant to the relevant special decision by the
Board of Directors of the Société Anonyme Company with the name “FLEXOPACK SOCIÉTÉ ANONYME
COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY” and with the distinctive title “FLEXOPACK S.A.”,
(hereinafter the
“Company”
or
“FLEXOPACK”
), hereby state and confirm that to our knowledge:
(a) The annual Financial statements of the Company for financial year 2023 (1.1.2023 - 31.12.2023),
individual and consolidated, which were prepared in accordance with the current accounting standards in
effect, accurately present the assets and liabilities, the equity and results for the period of the Company,
as well as of the companies included in the consolidation and considered aggregately as a whole, and
(b) the annual Report of the Board of Directors of the Company depicts in true manner the most significant
events occurring during the financial year 2023 (01.01.2023-31.12.2023), their effect on the annual
Financial Statements, including the description of the major risks and uncertainties which the Company
faces, the important changes taking place between the Company and its related parties (as they are defined
by IAS 24), as well as the development of the activities, the performance and position of the Company and
the companies included in the consolidation regarded as a whole.
Koropi, 23 April 2024
The parties of the statement
Georgios Ginosatis
ID NO. ΑΕ 153990
Stamatios Ginosatis
ID NO. S 500301
Asimina Ginosati
ID NO. ΑΒ 243605
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
6
CHAPTER 2: Annual Report by the Board of Directors (including the Corporate Governance Statement),
for financial year 2023
The current Annual Management Report by the Board of Directors (hereinafter for the sake of brevity the
“Report” or “Annual Report”), refers to the financial year 2023 (01.01.2023 – 31.12.2023) was prepared
and is in line with the relevant provisions of 4548/2018 "Reform of the Law of Societe Anonymes"
(Government Gazette Α΄ 104 / 13.06.2018) as it is in force today, and also with the provisions of Law
3556/2007 (Government Gazette 91Α/30.04.2007) and especially the article 4, as it is currently in effect,
and with the relevant, as stated by law, executive decisions issued by the Hellenic Capital Market
Commission and specifically Decisions No. 1/434/2007 and 8/754/14.04.2016,as the latter is in force after
its amendment by the decision with number 12A / 889
/ 31.08.2020 of the Board of Directors of the
Hellenic Capital Market Commission.
The present Report includes in synopsis and in understandable, essential and comprehensive manner all sub-
sections required, according to the above regulatory framework, and depicts in clear and true manner all the
relevant by law information, so as to create an essential and in depth sum of information for the activities
during the period under consideration of the Societe Anonyme under the name “FLEXOPACK SOCIÉTÉ
ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY” (which in the current Report will be called
for the sake of brevity as “Company” or “FLEXOPACK”) as well as of FLEXOPACK Group.
Given the fact that the Company prepares consolidated and non-consolidated (separate) Financial
Statements, the present Report is exclusive, with however as its basic and primary reference the Company’s
consolidated financial data and those of its related companies. References to non-consolidated financial data
in the following analysis, are made in specific points deemed reasonable or necessary by the Company’s
Board of Directors, for the better understanding of the Report’s contents and also for the more effective
provision of information towards the investment community.
The subsidiaries and related companies, which are included in the consolidated Financial Statements and the
percentages of the Company's direct and indirect participation in these entities, are mentioned in note 3.1.1
of the annual Financial Statements.
The present Report is included in total with the annual Financial Statements (separate and consolidated) of
the year 2023 and the other required by law information and statements in the Annual Financial Report which
concerns the financial year 2023.
The sub-sections of the Report and the content of such are as follows:
SECTION A’
Significant events of financial year 2023
The significant events that occurred during the closing financial year 2023 as well as their impact on the
annual Financial Statements have as follows:
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
7
1. Annual Ordinary General Shareholders’ Meeting of the Company
On 16 June 2023, the Annual Ordinary General Meeting of the Company's Shareholders was held at the
corporate headquarters (Koropi, Attica, Tzima location, 37 Hephaestus Street), which was attended in
person or by a representative, by shareholders representing 9,623,828 common registered sh
ares and equal
number of voting rights, i.e. a high quorum percentage of 81.08% out of the total 11,869,224 shares and
equal number of voting rights of the Company.
It is noted that for 96,450 common, registered shares the representation and voting rights
had been
suspended, according to the provisions of article 50, paragraph 1, section A of Law 4548/2018, as own
(treasury) shares of the Company and therefore the particular shares were not calculated for the
formation of a quorum.
The Annual General Meeting of the Company’s shareholders proceeded with the following decisions on the
subjects of the daily agenda, as these decisions are presented based on the results of the voting process per
agenda item, in accordance with the provisions of article 133, paragraph 2 of Law 4548/2018. The results of
the voting process have also been posted on the legally registered website of the Company
(http://www.flexopack .com).
With regard to the 1st issue, the General Meeting unanimously approved the Annual Financial Statements
(separate and consolidated) relating to the financial year 2022 (01.01.2022 - 31.12.2022) and, in overall, the
annual Financial Report for that year, which was prepared in accordance with the provisions of the current
regulatory framework and the requirements of the European Single Electronic Format and was published
by the Company on the latter’s legally registered webpage in GEMI (General Electronic Commercial Registry)
(
), and via dispatch to the website of the Organized Market where the
Company’s shares are traded (
), as well as to the Hellenic Capital Market
Commission.
With regard to the 2nd issue, the Meeting unanimously approved the annual Management Report of the
Board of Directors, which is entirely included in the Minutes of the Company’s Board of Directors of 11
th
April 2023, as well as the Audit Report as of 12
th
April 2023, of the Chartered Auditor-Accountant of the
Company, Mr. Eleftherios Koutsopoulos (SOEL Registration Number 44651), regarding the annual financial
statements relating to the financial year 2022 (01.01.2022-31.12.2022).
With regard to the 3rd issue, for which no resolution was required, the Company submitted and presented
to the Shareholders’ Meeting, in accordance with the provisions of article 44 paragraph 1, section h’ of
Law 4449/2017, as it is valid after its amendment by the article 74, paragraph 4 of Law 4706/2020, the
Annual Report of the Audit Committee for the financial year 2022 (01.01.2022-31.12.2022), in order to
fully, adequately and thoroughly inform the shareholders regarding the work of the Committee during
the closing financial year.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
8
With regard to the 4th issue, the Meeting unanimously approved the allocation and distribution of the
results of the financial year ended 31.12.2022 and in particular approved on the one hand the formation
of the Company's ordinary and special reserves and on the other hand the distribution (payment) to the
shareholders of the Company of a total amount of 1,765,916.10 Euros (gross amount), i.e. amount of 0.15
Euros per share (gross amount) from the earnings of the closing year 2022 (01.01.2022-31.12.2022). From
the above amount, meaning the dividend paid, the proportional tax of 5% had been withheld and
therefore the total amount of the dividend settled at 0.1425 Euro per share.
It is pointed out that the 96,450 treasury shares held by the Company were excluded from the payment
of dividend and consequently the amount of the dividend corresponding to the treasury shares increased
the above dividend of all other shares in accordance with the article 50 of Law 4548/2018.
Beneficiaries of the above dividend were appointed the shareholders of the Company registered in the
files of the Dematerialized Securities System (DSS) on Tuesday, July 4, 2023 (record date).
Dividend cut-off date was set for Monday, July 3, 2023, in accordance with the article 5.2 of the Athens
Exchange Regulation.
The payment of the dividend started on Monday, July 10, 2023 and was carried out based on the
procedure provided by the Regulation of the Athens Exchange, Greece, by Societe Anonyme Banking
Company "NATIONAL BANK OF GREECE SA".
With this majority decision, the General Meeting of Shareholders approved the payment-granting of fees
from the profit of the year in accordance with article 109, paragraph 2 of Law 4548/2018, towards the
members of the Board of Directors (excluding its independent non-executive members), since the above
entitled persons with their intense, systematic and constant actions contributed substantially and decisively
to a stronger extroversion for the Group, to promotion of the Company's business purposes and plans, to
the achievement of wider recognition, as well as to the significant advancement of the turnover and
profitability of both the Company and the Group.
With regard to the 5th issue, the Meeting unanimously approved, following a voting process from the
shareholders based on name, the general administration performed by the members of the Board of
Directors during the year ended on 31.12.2022 and the discharge of the Auditors of the Company from any
liability stemming from their actions and the overall management of the closing financial year of 2022
(01.01.2022-31.12.2022), as well as of the annual financial statements of that year.
With regard to the 6th issue, the Meeting approved unanimously and following the relevant proposal of
the Audit Committee, the election of “Grant Thornton AUDITING FIRM CERTIFIED AUDITORS AND
CONSULTANTS SOCIETE ANONYME
”, registered in the Public Registry of article 14, Law 4449/2017 (SOEL
Registration Number 127), for the ordinary audit of the annual and semi-annual financial statements
(separate and consolidated) of the Company for the financial year 2023 (01.01.2023 - 31.12.2023).
It is noted that the above Auditing Firm will also undertake the process of issuing the annual tax certificate
and the tax compliance report of the Company for the year 2023, in accordance with the provisions of
article 65A of Law 4174/2013.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
9
With regard to the 7th issue, the General Meeting unanimously approved the remuneration, compensation
and overall benefits paid and / or granted to the members (executive and non-executive ones) of the Board
of Directors for the services provided to the Company and for their participation in the latter’s management
during the closing fiscal year 2022 (01.01.2022-31.12.2022) in accordance with the approved and effective
Remuneration Policy.
With regard to the 8th issue, the General Meeting unanimously approved the Remuneration Policy Report
of the financial year 2022 (01.01.2022- 31.12.2022), which was prepared in accordance with the provisions
of article 112 of Law 4548/2018 and contains a comprehensive overview of the total remuneration of the
members of the Board of Directors (executive and non-executive), including the Chief Executive and also
provides explanation on the manner with which the Company implemented the respective Remuneration
Policy for the immediately preceding financial year.
With regard to the 9th issue
, the Meeting unanimously approved the remuneration, salaries,
compensations and other benefits in general, which would be paid to the members of the Board of Directors
during the current fiscal year 2023 (01.01.2023 - 31.12.2023), which are in harmonization and compliance
with the relevant framework of the approved and current Remuneration Policy of the Company, while with
the same unanimous decision it provided the relevant permission for advance payment of such fees to the
above persons for the period until the next Ordinary General Meeting, in accordance with the provisions of
article 109 of Law 4548/2018, as in force.
With regard to the 10th issue, the General Meeting approved by majority the Company's share buyback
plan, in accordance with the provisions of article 49 of Law 4548/2018, as in force. In particular the Meeting
approved the purchase within a period of twenty-four (24) months from the date of this decision, i.e. until
16.06.2025, at a maximum rate of 10% of the total outstanding shares of the Company (including and
already accumulating the treasury shares that the Company already owns in the context of a previous share
buyback plan into the above percentage limit), with a purchase price range between three Euros (€3.00)
per share (minimum limit) and eight Euros (€8.00) per share (maximum limit).
Simultaneously with this decision by majority, the General Meeting of shareholders granted the Company's
Board of Directors the relevant authorization for the proper implementation of the share buyback plan in
accordance with the provisions of the current regulatory framework.
With regard to the 11th issue, the Meeting unanimously approved the provision of authorization, in
accordance with article 98 paragraph 1 of L. 4548/2018, to the members of the Board of Directors and
the Managers of the Company to participate in the Board of Directors or the Management of Group
Companies (existing and / or future), which pursue the same, related or similar purposes and to perform
actions related to the business objectives of the Company.
With regard to the 12th issue, the Meeting approved unanimously the new Remuneration Policy of the
Company, which was drawn up by the Remuneration and Nomination Committee, in accordance with the
provisions of articles 110 and 111 of Law 4548/2018 and defines the more specific framework, conditions
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
10
and basic principles which are followed during the process of determining the fees, compensations and
other benefits in general paid to the persons, which fall within the scope of this policy.
With regard to the 13th issue, the Meeting approved by majority, in accordance with the provisions of
article 113, paragraph 4 of Law 4548/2018, as applicable, the provision of authorization to the Board of
Directors of the Company for the establishment of a plan concerning the distribution of shares to the
members of the Board of Directors, the Directors and the personnel of the Company and its affiliates in the
form of an option to acquire shares. The granting of authorization to the Board concerned also the more
specific definition of the terms and conditions of the relevant plan in accordance with the current legislative
framework and the performance of all actions required for the proper implementation of the plan, including
the eventual increase of the Company's share capital as a result of exercising the rights of the above plan,
partially or fully, for a period of five years.
With regard to the 14th issue, in relation to which no decision was made, the Independent Non-Executive
BoD Members' Report was submitted to the body of shareholders for the financial year of 2022 (01.01.2022
-
31.12.2022), in accordance with the provisions of article 9, paragraph 5 of Law 4706/2020, and was read
accordingly.
2. Exercise of Stock Option Plan and subsequent increase of the Company's share capital
According to the terms of the Stock Option Plan, which was established by virtue of the decision of the
Board of Directors dated 17/05/2021, in execution of the decision of the Annual Ordinary General Meeting
of the Company's shareholders
dated 29/6/2018, the Company's executives, as determined by virtue of the
relevant decision of the Board of Directors dated 24/5/2021, were invited to submit by 29/3/2023 a
statement of intention to exercise the stock options which in total corresponded to 74,200 new common,
registered shares of the Company.
In particular and based on the statements of interest submitted:
Stock Option Plan
Number of Stock Options Granted
75,200
Number of Stock Options Exercised
74,200
Price of Exercise
3.00 €
Exercise Declaration Period of Stock Options
23.12.2022 -
29.03.2023
Payment Deadline
29.03.2023
– 20.04.2023
Pursuant to the term 7.2 of the Plan, out of the total number of 75,200 stock options (rights), 1,000 rights
became inactive. After exercising 74,200 stock options of the respective Stock Option Plan with an exercise
price of 3.00 Euro, the beneficiaries (members of the Board of Directors, Directors and personnel of the
Company) paid a total amount of 222,600 Euros via transfer to a bank account held in the name of the
Company. Consequently the share capital of the Company was increased by 40,068 Euros (whereas the
remaining amount of 182,532 Euros was transferred to the share premium account emerging from the
issuance of shares above par value) via the issuance of 74,200 new common registered shares of the
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
11
Company carrying voting rights, and with nominal value of 0.54 Euros per share, as follows (amounts in
thousands of Euros).
The above share capital increase pursuant to the BoD decision as of 21/04/2023 was certified by a new
decision of the Company’s Board of Directors on 02/05/2023, in line with the respective decisions of the
above mentioned Annual Ordinary General Meeting of Shareholders, and was registered in the General
Commercial Registry (G.E.MI.) on 03/05/2023, through the Companies Division (Department of Listed
Companies) of Ministry of Development and Investments being the competent Supervisory Authority.
Following the above increase, the Company's share capital
now amounts to 6,409,380.96 Euros, divided
into 11,869,224 common registered shares, with a nominal value of 0.54 Euros per share.
The Corporate Transactions Committee of the Athens Exchange, Greece, during its meeting on May 11
th
,
2023, approved the listing for trading of the 74,200 new common, registered shares of the Company.
On May 18
th
, 2023, the trading of the aforementioned 74,200 new shares commenced on the Athens
Exchange, Greece.
3. Plan for the distribution of shares to the members of the Company's Board of Directors, managers and
other executives, in the form of stock options
The Board of Directors of the Company, during its meeting on July 10
th
, 2023 and following the authorization
provided by the Annual Ordinary General Meeting of shareholders on June 16
th
, 2023, proceeded to
establish a new plan for distribution of shares to the members of the Board of Directors, the managers and
top executives of the Company, in the form of stock options (rights) to acquire shares. The above are in
accordance with the current regulatory framework and specifically with the provisions of article 113 of Law
4548/2018.
The maximum number of shares that can be granted under the above stock option plan is 75,400 shares.
The plan consists of granting stock options to the participants, in order for the latter to acquire shares of
the Company through their participation in a share capital increase at a fixed offering price, set at three
(3.00) Euros per stock option.
September 30
th
, 2025 was set as the maturity date of the rights.
The exercise of stock options and the deposit that must be made by the beneficiary of these rights will take
place from 30.09.2025 to 20.10.2025. The Company will notify
in time the beneficiaries of the
corresponding bank account of the Company.
In order to exercise the rights, a prior written notification of the beneficiary's intention to exercise the
relevant right is required by June 30
th
, 2025, i.e. three (3) months before the above maturity date.
In accordance with the article 113, paragraph 3 of Law 4548/2018 after the exercise of stock options by the
participants, the Board of Directors will issue and distribute the shares to the beneficiaries and will take a
respective decision in relation to the Company's share capital increase by an amount equivalent to the value
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
12
emerging from the rights that have been exercised. The Board of Directors will also take a relevant decision
with regard to the certification of payment of the Company's share capital increase.
With the decision of the Company's Board of Directors dated 14.07.2023, the beneficiaries were defined in
accordance with the specific provisions of the Plan and the options were granted corresponding to 75,400
shares of the Company.
The evolution of exercise of the Stock Option Plan of the Company is depicted in the following Table.
4. Issuance of a Common Bond Loan with a total nominal value of 7,000,000 Euros.
Following the decision of the Board of Directors dated June 21, 2023, the Company signed on June 21, 2023
a Common Bond Loan Agreement through a private placement, in accordance with the provisions of Law
4548/2018 and Law 3156/2003, as applicable, with a total nominal value of seven million Euros (7,000,000)
entirely covered by the Societe Anonyme Banking Company under the name "National Bank of Greece S.A.".
"National Bank of Greece S.A." was appointed as Paying Agent and Representative of the Bondholders.
The product of the aforementioned Common Bond Loan will be utilized by the Company in order to cover
long-term working capital needs but also serve its corporate purposes and business activities in general.
5. Share capital increase of the subsidiary "FLEXOPACK INTERNATIONAL LIMITED"
Following the decision of the Board of Directors on 26 July 2023, the Company proceeded with a share
capital increase by
the amount of nine million (9,000,000) Euros
in the fully owned (by 100%) subsidiary
of the company "FLEXOPACK INTERNATIONAL LIMITED" based in Larnaca, Cyprus.
This capital injection was implemented through the increase of the subsidiary company’s share capital
(which constitutes the holding company and the participating arm of the Group's strategic development on
global level), with the sole objective being the additional financing of Brisbane-based Australian subsidiary
of the Group under the name " FLEXOPACK PROPERTIES PTY LTD". This financing will allow the latter to
proceed with the construction of a new industrial building within its privately owned land plot located in
Australia. The purpose of the investment concerns the development and implementation of a model-based
production unit that will be the catalyst in the Group's dynamic expansion in the specific geographical area.
6. Participation in international exhibitions
Stock Option Plan
Initial balance
Plan
Period of the
plan
Granting date
Maturity date
Exercise period
Exercise price
Options at
beginning of
year
Options
granted
Options
matured
Options subject
to performance
Options
granted but
not matured
Options subject
to retention
Plan 1
17.05.2021-
20.04.2023
24.05.2021
29.3.2023
29.3.2023-
20.04.2023
3 ΕΥ ΡΩ
75,200
-
74,200
-
-
-
Plan 2
10.07.2023-
30.09.2025
14.07.2023
30.9.2025
30.9.2025-
20.10.2025
3 ΕΥ ΡΩ
-
75,400
-
-
75,400
-
Total
75,200
75,400
74,200
-
75,400
-
During the period
Ending balance
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
13
In the context of the Management’s effort to further strengthen the Group's export activity and make its
products even more recognized and stronger contributors in terms of revenue generation in the
international markets, the companies of the Group participated in the following exhibitions:
In general, through participation in relevant international exhibitions, the aim is to increase the recognition
of the Group's products, to strengthen the Company's international network, to achieve new partnerships
and to expand the Group's presence both on a product and geographical level.
7. Issuance of tax certificate for the year 2022
The Company on 19
October 2023 pursuant to the provisions of paragraph 4.1.3.1, sect. 12 of the Athens
Exchange Regulation and article 17 of Regulation No. 596/2014 of the European Parliament and of the
Council as of April 16, 2014, notified the investors’ community that, after completion of the special tax
audit for the fiscal year 2022 (tax year 2022) carried out by the statutory auditors of the Company, in
accordance with the provisions of article 65A of Law 4174/2013 as in force today, a tax certificate was
issued for the Company with a conclusion “without reservation”.
Corresponding tax certificates with conclusion “without reservation” for the fiscal year 2022 (tax year
2022) were issued for the associate companies "INOVA SA" and "VLACHOU BROS SA".
SECTION Β΄
Major risks and uncertainties
Given its constant export orientation and particularly its high extrovert strategy, the Group operates
within an intense competitive and rapidly changing international environment. The Group’s general
activities create several financial and other risks, including exchange rate risk, interest rate risk, credit and
liquidity risk. The basic risk management policies that the Group applies during the performance of its
business activity are determined primarily by its Management and are re-assessed on a continuous and
systematic basis. The overall risk management plan of the Company and in general of the Group focuses
on the fluctuations of the financial markets and aims to mitigate and also minimize the potential adverse
effects of these fluctuations on the financial performance and results of the Group as a whole.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
14
The Group’s financial assets and financial liabilities mainly consist of cash & cash equivalents, trade
receivables, loans and other receivables, bank loans, lease liabilities as well as liabilities towards suppliers
and related liabilities.
The Board of Directors of the Company is responsible for the effective monitoring of the exposure to
business risks of the Company and the Group in general and performs with an aim to ensuring stability,
the uninterrupted continuation of operations and the growth of the Company.
The Management is responsible for the appropriate and effective implementation of the Business Risk
Management System across the entire spectrum of the daily life of the Company and the Group in general.
In particular, the Management is responsible for the systematic identification and proper evaluation of
risks that affect business activities and in addition, oversees the formulation and timely implementation
of the respective risk management plans. It regularly evaluates, along with the assistance of the audit
Committee, the effectiveness and the need to adjust risk management plans in order to achieve optimal
management.
I. Financial Risks
The usual financial risks to which the Group is exposed are as follows:
Α. Exchange rate risk
The Group operates on a global level and realizes transactions in foreign currency, mainly: (a) in U.S. dollar
(U.S.D.), (b) in Polish zloty (PLN), (c) in Australian dollar (AUD) and (d) in British Pound (GBP).
The Group’s exposure to foreign exchange risk mainly emerges from existing or expected cash flows in
foreign currency (exports-imports), as well as from investments in foreign countries under a different
currency other than Euro whose equity is exposed to exchange rate risk during the translation of their
financial statements for consolidation purposes.
The foreign exchange risk that emanates from transactions in foreign currency according to the above is
hedged with the use of placements in foreign currency and foreign exchange futures, depending on the
needs each time.
The Group monitors on constant basis the movements of the above exchange rates and the particular
risk, as consequence of the broader uncertainty and volatility that characterizes the global environment,
exists and may significantly affect the results of the Group during the financial year 2024.
A relevant analysis is presented in the note 5A of the annual Financial Statements, with regard to the
breadth of the above effect.
Β. Credit risk
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
15
Credit risk is the possibility that a counterparty will cause financial loss to the Group and the Company
due to the breach of its contractual obligations.
The maximum credit risk to which the Group and the Company are exposed, at the date of preparation of
the financial statements, is the book value of their financial assets.
The Group does not face significant credit risk until today. Trade receivables stem from a wide client base,
both from Greece and mainly from abroad. The Group’s turnover mainly consists of transactions with reliable
and creditworthy firms and companies in general, with most of which it sustains a long-term collaboration
and relation of mutual trust in the majority of cases.
It should be noted that the Group has established and systematically applies credit control procedures that
aim at minimizing bad debt. The Credit Control Department defines credit limits per customer and specific
sales and cash collection terms are applied, while possible security is requested when deemed necessary. To
the greatest possible extent, the Group continuously and systematically monitors the performance and
financial position of its customers, in order to be pro-active and to evaluate the need to take specific
measures per customer, also according to the market characteristics and difficulties where each customer
operates in.
No doubtful debtors exist that have not been covered by provisions for doubtful receivables.
It is also noted that the particular risk, although existent mainly due to the war conflict in Ukraine but also
the uncertainty in the wider Middle East region, is considered for the time being as relatively limited and
controllable according to the historic data possessed by the Group and in the context of the precautionary
measures that have been taken and as well as the procedures that have been established.
It is underlined that a potential credit risk exists in cash and cash equivalents as well.
The particular risk may arise from a possible inability of the collaborating financial institution to meet its
obligations towards the Group. The Group applies procedures that limit its exposure to credit risk in
relation to each financial institution which the Group collaborates with.
A relevant analysis is presented in the note 5C of the annual Financial Statements.
C.
Liquidity risk
In general, the monitoring of liquidity risk is focused on systematic monitoring and effectively managing cash
inflows and outflows on a constant basis, in order for the Group to be able to smoothly and consistently meet
its cash liabilities.
Liquidity risk is maintained at low levels by holding and ensuring adequate cash balances, while it should also
be noted that there are adequate unused credit lines with financial institutions in order to face any possible
shortage in cash. Such case however, despite the clearly negative circumstances and conditions particularly
and historically seen in the domestic economy over the past years (debt crisis, health crisis, energy crisis,
etc.), has not yet appeared.
Taking into consideration, however, both the concerns regarding the aggravation of economic conditions
in the global market place, the significant appreciation of energy prices, raw materials and food items, as
well as the course of the global economy mainly due to the impact of the war conflict in Ukraine, but also
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
16
the ongoing war conflict with reduced intensity in Gaza Strip, the probability of this risk affecting the
Group's cash position, however to a controllable and manageable extent, cannot be ruled out.
A relevant analysis is presented in the note 5D of the annual Financial Statements.
D.
Cash flow risk due to changes in interest rates
The Group's bank borrowing is long-term and is mainly denominated in Euro currency, linked to Euribor
interest rates plus a spread. The recent stabilization of interest rates at higher levels has negatively
affected the Group's financial results and cash flows.
Interest rate risk is currently considered relatively controllable.
A relevant analysis is presented in the note 5B of the annual Financial Statements.
ΙΙ. Other risks to which the Group is exposed
Α. Risk arising from
competition of foreign and domestic firms
The competition in the international market where the Group and the Company activate is becoming
constantly stronger.
The Group, based on the fully staffed and equipped Research and Development Department that it owns,
and on the long-term presence it possesses in the sector, manages to differentiate its products from the
competition and to present innovative diversified solutions, which the Group can generate thanks to its
broad investment program aiming at a constantly expanding production capacity. The quality of the
Group’s produced products, the strong recognition, and especially the brand name of the Group and the
Company further contribute towards this direction.
Despite the above, the particular risk due to the stronger competition seen on international level is real
and exists, and therefore it may affect the performance and results of the Group during the fiscal year
2024.
Β. Risk of reduced demand due to consumption slowdown
The Group is active in an intensive and competitive, as well as volatile, global environment. Its specialized
know-how in conjunction with the research, development and creation of new products and strong
infrastructure in production equipment, assist the Group to remain competitive as well as expand or achieve
its penetration in new markets.
The products of the Group are used mainly in food packaging which, since food is of first need, are usually
affected the least from consumption slowdown, however they may be affected subsequently by external
factors that may prevail in the markets in which the Group is active. External factors that may harm demand
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
17
for the Group’s products include the probability of illnesses in meat, the change in food and nutrition
patterns, climate changes, a slowdown of the global economy etc.
Given that at the present time there is a significant increase in inflation and interest rates both in the
Eurozone and globally, without signs of any de-escalation at the preparation time of the present financial
report, the particular risk is assessed as significant and therefore it might affect the Group's financial
performance and financial results during the financial year of 2024.
C. Risk related to the cost of production
(a) risk of increasing raw material prices
The Group is exposed to continuous price volatility of raw materials that it acquires internationally. This
volatility may result from abrupt changes in oil production prices, other chemical products or other reasons.
The Group, based on its experience and know-how, takes all the necessary and appropriate measures to
ensure to the greatest possible extent the adequacy of raw materials as well as their sourcing under the
best possible conditions.
In order to reduce this risk, the Group’s inventory and commercial policy applied on a per case basis is
adjusted accordingly in order to diversify and transfer part of this risk, to the extent that this is possible
and according to the current conditions present each time as regards to competition.
Following the above and taking into account the volatile and uncertain global economic environment, this
risk in case of inability to substantially transfer the increase in the cost of raw material prices to the price
of the final product, is assessed as particularly significant and may adversely affect the Group's results
during the current year 2024.
b) risk of rising electricity prices.
Electricity consumption is an important cost factor in relation to the Group's production activity.
To address this particular risk and mitigate its negative consequences, the Group invests systematically in
equipment with low electricity consumption.
However, at the present time and in view of the uncertainty and volatility that prevails, as a result of the
successive hikes in energy prices due to the ongoing war conflict between Russia and Ukraine, but also
due to the wider unrest that prevails in Middle East region, this type of risk is being assessed by the
Company's Management as significant and capable of affecting the financial results and performance of
the Group during the financial year2024.
D. Risks related to work safety
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
18
Work safety for the Group’s employees is a top priority and necessary condition when operating its
production facilities. A plan that focuses on establishing a safety culture throughout all the Group’s
activities and operations, as well as on targeting the constant training and education of the Company’s
personnel is applied on a continuous and constant basis. Moreover, broad educational programs are
applied to systematically and fully train and educate employees on workplace safety and hygiene issues.
The application of such programs is continuously reviewed by the Company’s relevant Department with
the assistance of specialized professionals - Security Technicians with whom the Company collaborates.
E. Environmental risks
Protection of the environment and sustainable development are fundamental principles and growth
pillars for the Group. For this reason, the Group takes strict measures in the areas where it operates,
which in several cases extend further than those imposed by law. The Group invests in best available
techniques for protecting the environment, it closely monitors planned changes in environmental law,
develops its production units with absolute respect towards the environment and it ensures to take the
necessary measures in advance so as to avoid any risk of not complying with the current legislative and
regulatory framework.
F. Risks related to climate change
Climate change is a global environmental issue with implications that significantly affect human health,
working conditions and safety at work.
The optimal response to the risk of climate change comprises a fundamental commitment of the Group,
which in addition to its legal obligation also considers this issue as a moral obligation to contribute actively
and substantially to the efforts of both the international community and our country to combat climate
change-related risks.
The Group recognizes both the risks associated with the phenomenon of climate change, and its
obligations in relation to the need for continuous improvement of its environmental performance.
The mitigation of the effects of climate change affects inevitably and determines significantly the business
strategy of the Group through the adoption and implementation of measures to reduce its environmental
footprint and the systematic effort to use environmentally friendly sources of energy.
The Group monitors and records on a systematic basis the environmental impact of its business activities
and takes measures to reduce its environmental footprint. FLEXOPACK aims at the continuous reduction
of carbon emissions which are mainly due to the consumption of electricity which is the main source of
energy of the Company.
The Group's vision is to continue to be one of the most important Greek companies with a strong
international presence and with a parallel contribution to sustainable development. The desire of the
Group is to enhance its long-term value through the production of technologically advanced products that
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
19
meet the most demanding international standards along with quality, safety and sustainable development
standards.
In this context, the Group promotes and implements a policy, which focuses on the following areas:
- Demonstration of preparedness for emergencies,
-application of emergency prevention, detection and management procedures,
-design and construction of facilities aiming at the greatest possible energy savings,
-frequent maintenance and constant renewal and upgrade of the used mechanical equipment, in order
to leave a low energy footprint,
-continuous information, training and awareness raising of personnel on climate change issues,
-integration into the system of recycling and alternative packaging management, in order to prevent the
generation of packaging waste and the reuse, recycling and effective utilization of all materials,
-selection of recyclable, if possible, raw materials with the lowest possible energy footprint,
-application of technologies for reduction of direct and indirect emissions of greenhouse gases from
energy consumption,
-monitoring of the policy followed by the Group suppliers regarding the implementation of procedures
for dealing with climate change and the use of renewable energy sources along with the provision of
relevant recommendations and suggestions, where necessary,
-building relationships of trust with the local communities in which the Group develops its business
activities; continuous care to minimize the inconveniences caused.
G. Risks due to the spread of COVID-19 pandemic
After almost four years dealing with the coronavirus pandemic, the degree of uncertainty regarding the
course and further spread of the Covid-
19 pandemic is n
ow significantly lower, since the new variants of
virus are more contagious but have milder symptoms compared to the previous ones, especially for
people who are fully vaccinated and are not vulnerable from a health perspective. At the same time, the
above conditions have led to a relaxation if not to a complete removal of the restrictive measures This
further strengthens the assessment of the competent health authorities towards the steady transition
from a pandemic to an endemic situation.
However constant vigilance is still required, even at a global level, as the possibility of new dangerous
epidemics as well as mutations cannot be ruled out.
H. Risk related to the war in Ukraine.
On February 24, 2022, the Russian military invasion of Ukraine took place, which then escalated into a
war, creating geopolitical instability and unsustainable repercussions on the global economy. The latter
was due to the large increases in energy prices, raw materials, industrial metals and other consumer
goods.
It is noted that the Group has no significant business exposure to the countries involved in the war conflict
and therefore no material impact (direct or indirect) exists on its business activities.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
20
The Group's sales towards Russia and Ukraine in year 2023 cumulatively accounted for 0.06% of the
consolidated turnover, while in the previous year 2022 they had represented 0.88% of the consolidated
turnover.
SECTION C
Significant transactions with related parties
This section includes transactions that took place during the period 1/1/2023 – 31/12/2023 between the
Company and its related parties, as defined in the International Accounting Standard (IAS) 24.
In particular, the amounts of sales and purchases, the balances of receivables and liabilities as well as
explanatory notes are included.
The most significant transactions are presented in the following table.
1/1/-31/12/2023
COMPANY
Sales of goods
and services
Purchases of
goods and
services
Receivables
Liabilities
Subsidiaries
FLEXOPACK POLSKA Sp. Zo.o
7,136
9,383
1,559
2,277
FLEXOSYSTEMS Ltd -Belgrade
375
3
122
0
FLEXOPACK PTY LTD- AUSTRALIA
18,674
0
10,279
0
FLEXOPACK TRADE AND SERVICES UK LIMITED
10,408
0
3,273
0
FLEXOPACK IRELAND
599
0
320
0
FLEXOPACK DENMARK
0
0
21
0
FLEXOPACK FRANCE
1,255
0
287
0
FLEXOPACK USA
17,249
0
6,268
0
FLEXOPACK ΝΖ LIMITED
91
0
0
0
55,787
9,386
22,130
2,277
Related/Associate Companies
ΙΝΟVA SA
237
2
10
0
VLAHOU BROS SA
3,444
974
1,526
449
OTHER RELATED PARTIES
0
128
0
0
3,681
1,104
1,536
449
Grand Total
59,468
10,490
23,666
2,726
Benefits towards management and executives
1/1/-
31/12/2023
1/1/-
31/12/2022
Transactions and fees of senior executives and members of the management
3,669
2,993
Receivables from senior executives and management
0
0
Liabilities towards senior executives and management
124
129
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
21
Notes:
It is also noted:
1. No other transactions related to the Company parties exist according to the provisions of the
International Accounting Standard 24 apart from the above mentioned.
2. No loans or any other credit facilitations have been granted to the Board members or other senior
executives of the Company and their families.
3. It is specifically noted for purposes of completeness and accuracy that with regard to the natural persons
- members of the Board of Directors and executives of the Company, the above remuneration includes also
fees of 300 thousand Euros from the profit of the financial year 2022 paid to the members of the Board of
Directors (excluding the independent non-executive members), as well as the stock option benefits
mentioned in Point 2 of Section A of this Report. With the exception of the above, there are no other
transactions between the Company and the executives and members of the Board of Directors.
4. There were no changes in the transactions between the Company and its related parties that could have
a material impact on the Company's financial position and performance for the period 1/1/2023-
31/12/2023.
5. The Company has provided a guarantee to a credit institution based in Poland in favor of its subsidiary
company "FLEXOPACK POLSKA Sp. Zo.o" amounting to 6.138 million Euros to ensure the repayment of loans
that have been granted to the subsidiary company.
6. The Company has also provided a guarantee towards a banking institution in favor of its subsidiary
"FLEXOPACK PTY LTD" based in Australia, with a maximum guarantee amount of approximately 65,000
Euros.
7. The transactions described above have been carried out under normal market conditions and do not
contain any exceptional, favorable or special features, which would make necessary additional analysis per
related party.
8. There is no separate transaction that is assessed as significant, within the meaning of Circular number
45/2011 of the Hellenic Capital Market Commission.
9. The Company's transactions and outstanding balances with subsidiaries have been eliminated from the
consolidated financial statements.
The transactions that took place during the previous fiscal year 2022 are shown in note 6.29 of the annual
Financial Statements.
SECTION D’
Development, performance and financial position
This section includes a brief review of the development, performance, activity and position of the Group
and the Company.
Α. Statement of Financial Position
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
22
Items (in thousand Euro) of the Statement of Financial Position for the year 2023 are presented below along
with the most important changes that occurred versus the corresponding year of 2022.
The most important changes in the consolidated statement of financial position as of 31/12/2023
compared to the corresponding period of 31/12/2022 are as follows:
Increase in the cash and cash equivalents account by 16.183 million Euros due to the collection of new
Group loans amounting to 10.896 million Euros (Notes 6.15 and 6.33)
, as well as due to the improvement
of the Group's operating cash flows.
The Group's total liabilities on 31/12/2023 amounted to 76.548 million Euros, the equity amounted to
121.386 million Euros and the cash and cash equivalents settled at
39.955 million Euros.
Β. Items of statement of income
Items of the statement of income for the year 2023 are presented below, along with the most significant
changes from the items of the statement of income for the year 2022.
STATEMENT OF FINANCIAL POSITION
EUR THOUS.
GROUP
COMPANY
ASSETS
31/12/2023
31/12/2022
Change
% Ch.
31/12/2023
31/12/2022
Change
% Ch.
Non-current assets
82,115
68,970
13,146
19.1%
83,577
69,172
14,405
20.8%
Cash and cash equivalents
39,955
23,772
16,183
68.1%
24,418
16,694
7,724
46.3%
Other current assets
75,862
83,277
-7,415
-8.9%
58,230
74,158
-15,928
-21.5%
Total Assets
197,933
176,019 21,915
12.5%
166,225
160,024
6,201
3.9%
EQUITY
Total Equity
121,386
106,509 14,876
14.0%
107,535
100,632
6,903
6.9%
LIABILITIES
Total bank debt
39,137
33,073
6,064
18.3%
32,052
29,412
2,639
9.0%
Other long-term liabilities
5,044
1,917
3,127
163.1%
3,482
1,365
2,118
155.2%
Suppliers and other short-term liabilities
28,977
27,821
1,155
4.2%
21,181
24,003
-2,822
-11.8%
Liabilities due to income tax
3,390
6,698
-3,307
-49.4%
1,975
4,611
-2,636
-57.2%
Total Liabilities
76,548
69,509
7,038
10.1%
58,690
59,391
-702
-1.2%
Total Equity & Liabilities
197,933
176,019 21,915
12.5%
166,225
160,024
6,201
3.9%
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
23
The following are noted with regard to the above items of the consolidated statement of income
concerning the period 1/1/-31/12/2023 versus the previous financial year 2022.
Consolidated sales amounted to 153.090 million Euros,
posting an increase of 1.4%.
Gross profit amounted to 41.996 million Euros,
settling lower by 4.7%.
Operating profit
amounted to 19.834 million Euros,
posting
a decrease of 5.9%.
Earnings before interest, taxes, depreciation and amortization (EBITDA) amounted to 25.773 million
Euros, dropping
by 4.9%%.
Earnings before taxes accounted for
19.057 million Euros,
recording an increase of 0.8%.
Earnings after taxes amounted to 15.101 million Euros, increased by 7.1%.
C. Items of the Statement of Cash Flows
The following table depicts the items of the cash flow statement for the year 2023 compared to the
corresponding cash flow statement for the year 2022.
STATEMENT OF INCOME
EUR THOUS.
GROUP
COMPANY
1/1-
31/12/2023
1/1-
31/12/2022
Change
% Ch.
1/1-
31/12/2023
1/1-
31/12/2022
Change
% Ch.
Turnover
153,090
151,012
2,079
1.4%
112,521
120,395
(7,874)
-6.5%
Gross Profit
41,996
44,075
(2,080)
-4.7%
25,857
28,535
(2,678)
-9.4%
Administrative Expenses
(6,542)
(6,067)
(474)
7.8%
(5,085)
(4,344)
(741)
17.1%
Research & Development Expenses
(1,806)
(1,694)
(112)
6.6%
(1,653)
(1,560)
(92)
5.9%
Distribution Expenses
(13,865)
(15,022)
1,156
-7.7%
(6,691)
(8,357)
1,666
-19.9%
Other Operating Income-Expenses
51
(212)
262
-124.0%
184
(61)
246
-400.6%
Operating Profit
19,834
21,081 (1,247)
-5.9%
12,612
14,212
(1,600)
-11.3%
Financial (expenses) - income
(1,319)
(551)
(769)
139.6%
(1,126)
(411)
(715)
173.9%
Other Financial Results
(549)
(2,239)
1,690
-75.5%
(691)
(2,056)
1,365
-66.4%
Proportional result of related
companies
1,092
608
484
79.5%
-
-
-
-
Earnings before taxes
19,057
18,899
157
0.8%
10,795
11,745
(950)
-8.1%
Income tax
(3,956)
(4,798)
842
-17.6%
(2,498)
(2,570)
72
-2.8%
Earnings after taxes
15,101
14,102
999
7.1%
8,297
9,175
(878)
-9.6%
Depreciation / Amortization
5,939
6,008
(69)
-1.1%
4,210
4,400
(189)
-4.3%
EBITDA
25,773
27,089 (1,316)
-4.9%
16,822
18,612
(1,789)
-9.6%
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
24
The increase in the net cash flow from operating activities was mainly due to the change in working capital
(inventory and trade receivables).
D. Financial Ratios
The major financial ratios are presented below.
Ε. Alternative Performance Measures (APM)
The Alternative Performance Measure (APM) constitutes a financial ratio or an indicator measuring the
historic or future financial performance with regard to the financial position or the cash flows. The APM is
not stipulated or required by the existing framework of Financial information (IFRS).
The general principle of the Group is to present the particular alternative performance measures in a clear
and transparent manner so that these indicators are appropriate and useful for decision making purposes
STATEMENT OF CASH FLOWS
EUR THOUS.
GROUP
COMPANY
1/1-31/12/2023 1/1-31/12/2022 1/1-31/12/2023 1/1-31/12/2022
Net cash flows from operating activities
28,080
2,902
24,692
970
Net cash flows from investment activities
(13,779)
(12,685)
(16,287)
(14,010)
Net Cash flows from financing activities
2,302
14,425
(681)
14,034
Net (decrease)/ increase in cash and cash
equivalents
16,602
4,642
7,724
994
Cash and cash equivalents at the beginning of
the period
23,772
19,138
16,694
15,700
Effect from foreign exchange differences
(419)
(7)
0
0
Cash and cash equivalents at the end of the
period
39,955
23,772
24,418
16,694
Financial Ratios
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Explanation
Capital Structure
61.3%
60.5%
64.7%
62.9%
Total Equity / Total Assets
Liquidity Ratio
3.0
2.7
2.9
2.8
Total Current Assets / Total Short-term
Liabilities
Profit Margin
12.4%
12.5%
9.6%
9.8%
Earnings before Taxes / Total Turnover
Return on Equity
15.7%
17.7%
10.0%
11.7%
Earnings before Taxes / Total Equity
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
25
by the readers of the financial statements.
The APM should be taken into consideration always in conjunction with the financial results that have
been prepared in accordance with the IFRS and in no case should function as alternative ones.
The Management monitors the following alternative performance measures:
a) Capital Management
The goals of the Group with regard to the capital management refer to the uninterrupted course of its
business activities, the assurance of the financing of investment plans and the optimal allocation of capital
targeting the reduction of cost of capital.
For the purposes of capital management, the Group systematically monitors the ratio:
“Net debt to Total employed capital”
.
The net debt is calculated as the total short-term and long-term interest bearing liabilities minus the total
cash and cash equivalents.
The total capital employed is calculated through the sum of the net bank debt and the total equity.
For the fiscal years ended on 31
st
December 2023 and 2022 respectively, the particular ratio settled as
follows:
The Group may affect its capital structure via the repayment or the collection of additional bank debt,
through share capital increase or return of capital to shareholders, and via the distribution or not of
dividends and through other distributions.
b) Earnings before interest, taxes, depreciation and amortization (EBITDA)
EUR THOUS.
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Long-term debt obligations
32,259
27,674
27,191
25,552
Short-term bebt obligations
6,878
5,400
4,861
3,861
Total bank debt
39,137
33,073
32,052
29,412
Liabilities for Leases
1,128
648
643
289
Total Bank Debt
40,265
33,721
32,695
29,701
Minus : Cash and cash equivalents
39,955
23,772
24,418
16,694
Net Bank Debt (1)
309
9,949
8,277
13,007
Total Equity (2)
121,386
106,509
107,535
100,632
Total Employed Capital (1)+(2)
121,695
116,458
115,812
113,639
Net Bank Debt / Total Employed Capital
0.3%
8.5%
7.1%
11.4%
Group
Company
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
26
For the fiscal years ended on 31
st
December 2023 and 2022 respectively, the particular figure settled as
follows:
SECTION E
Analytic information, according to article 4, par. 7 of Law 3556/2007, as currently in effect, and respective
explanatory Report
According to article 4 par. 7 of Law 3556/2007 the Company is obliged to disclose analytic information in
the present Report, as regards to a number of issues. Therefore, in compliance with the relevant legal
provision, the following are disclosed:
1) By virtue of the decision of the Board of Directors of the Company from 21/04/2023 and in the context
of the annual implementation of the Stock Option Plan approved by the Annual Ordinary General Meeting
of shareholders on 29 June 2018 that concerned the granting of stock options t
o selected executives of
the Company as well as its affiliated companies, the Company's share capital increased by the amount of
€40,068 via the issuance of 74,200 new ordinary, registered shares carrying voting rights, with a nominal
value of fifty four cents (€ 0.54) per share and an offering price of three Euros (€ 3.00) per share. The
difference between the offering price of the above new shares and the nominal value, i.e. € 182,532 was
recorded to the “share premium reserve account”.
Following the above, the Company's share
capital as of today amounts to 6,409,380.96 €
and is divided
into
11,869,224
common, registered shares, with a nominal value of 0.54 € per share.
It is also noted that the relevant amendment of article 5 of the Company's Articles of Association as a
result of the above decision of the Board of Directors was recorded in the General Commercial Registry
(GEMI) on 03/05/2023 with Registration Code Number
3584695
. The above was accompanied with a
protocol number
2952748/03.05.2023
announcement of the Ministry of Development and Investments
EUR THOUS.
GROUP
COMPANY
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
#
Note
Operating Profit
19,834
21,081
12,612
14,212
Statement of
Income
Depreciation of tangible fixed assets
5,008
5,036
3,531
3,714
Cash Flow
Statement
Amortization of intangible assets
415
416
415
416
Cash Flow
Statement
Amortization of right-of-use assets
517
556
264
270
Cash Flow
Statement
EBITDA
25,773
27,089
16,822
18,612
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
27
(General Secretariat of Trade - General Directorate of Market & Consumer Protection - Directorate of
Companies - Department of Listed Societe Anonyme Companies).
All Company's shares (dematerialized common registered shares) are listed and traded on the regulated
market of the Athens Stock Exchange, Greece.
Each share includes all the rights and obligations defined by law and the Company’s Articles of Association.
Ownership of a share automatically implies the complete and unreserved acceptance of the Company’s
Articles of Association and of the decisions made in accordance with law and the Company’s Articles of
Association, by the pertinent bodies of the Company.
Each share provides one (1) voting right.
2) There are no limitations as regards to the transfer of Company shares, stipulated by either the company’s
Articles of Association or specific agreements, or other regulatory provisions etc., except for limitations
emanating from five (5) existing Agreements of Subordinated Bond Loans issued by the Company.
More specifically and according to two of the Bond Loan Agreements, the Ginosati family aggregately
should own a percentage of at least 34% of the Company’s paid up share capital in order to maintain the
capacity of a “Controlling Majority”. With regard to the other two Bond Loan Agreements, it is required
that the shareholder structure of the Company in terms of the controlling majority must not be changed,
directly or indirectly.
3) The Company’s main participations (direct and indirect) are as follows:
(a) FLEEXOPACK POLSKA Sp.z.o.o: foreign Company domiciled in Poland. The Company now holds 100.00%
of shares and voting rights,
(b) “FLEXOSYSTEMS Ltd Belgrade”, foreign company, based in Serbia. The Company holds 100% of shares
and voting rights,
(c) «FLEXOPACK INTERNATIONAL LIMITED»: Foreign company domiciled in Larnaca, Cyprus, fully owned by
the Company (100% of the total shares and voting rights),
(d) «FLEXOPACK PTY LTD»: Foreign company domiciled in Brisbane, Australia, fully owned (100%) by the
subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
(e) «FLEXOPACΚ PROPERTIES PTY L
TD»: Foreign company domiciled in Brisbane, Australia, fully owned
(100%) by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
(f) « FLEXOPACK ΝΖ LIMITED »: Foreign company domiciled in Auckland, New Zealand, fully o
wned (100%)
by the subsidiary « FLEXOPACK PTY LTD » (indirect participation of the Company).
(g) «FLEXOPACΚ TRADE AND SERVICES UK LIMITED»: Foreign company domiciled in Norwich, UK, fully
owned (100%) by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the
Company),
(h) “FLEXOPACK FRANCE”: a foreign company based in Lyon, France, which is also 100% owned by the
subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation of the Company)
(i) FLEXOPACKUSA INC.: foreign company domiciled in the state of Delaware, USA, fully owned (100%) by
the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
(j) FLEXOPACK IRELAND LIMITED: foreign company domiciled in Dublin, Ireland, fully owned (100%) by the
subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
28
(k) FLEXOPACK DENMARK APS: foreign company domiciled in Copenhagen, Denmark, fully owned (100%)
by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
(l) INOVA PLASTICS SA: Domestic company in which the Company holds 50% of shares and voting rights,
(m) VLACHOU BROS SA: Domestic company in which the Company holds 47.71% of shares and voting rights,
Furthermore, regarding the direct or indirect significant holdings in the voting rights of the Company,
within the meaning of articles 9 to 11 of law 3556/2007, and on the basis of the relevant notifications
received by law (and the MAR) in the Company on behalf of the shareholders, these have as follows:
(I) Stamatios Ginosatis: 30.64% (direct participation)
It is noted that on 12.19.2013, Mr. Stamatios Ginosatis transferred under the cause of selling, the bare
ownership of 1,609,933 common, registered Company shares to Mr. Dimitrios G
inosatis, while at the same
date, he transferred, also under the cause of selling, the bare ownership of 1,609,933 common, registered
shares to Mr. Spyridon Ginosatis. Mr. Stamatios Ginosatis retained the lifetime usufruct of all of the
transferred shares,
i.e. of 3,219,866 shares, which includes the voting rights and the right to receive the
corresponding dividends.
(II) George Ginosatis: 17.36% (direct participation)
It is noted that on 12.19.2013, Mr. George Ginosatis transferred, under the cause of
selling, the bare
ownership of 881,787 common, registered shares to Ms. Stamatina Ginosati, while at the same date, he
transferred, also under the cause of selling, the bare ownership of 881,787 common, registered shares to
Ms. Catherine Ginosati. Mr. George Ginosatis retained the lifetime usufruct of all the transferred shares,
i.e. of 1,763,574 shares, which includes the voting rights and the right to receive the corresponding
dividends.
(III) Nikolaos Ginosatis: 16.08% (direct participation)
It is noted
that on12.19.2013,Mr.Nikolaos Ginosatis
transferred, under the cause of selling, the bare
ownership of 600,000 common, registered shares to Ms. Stamatina Ginosati, maintaining the lifetime
usufruct of all the transferred shares, which includes the voting rights and the right to receive the
corresponding dividends.
On 3/8/2023, after consolidating the bare ownership right with the usufruct right, Ms. Stamatina Ginosati of
Georgios acquired full ownership and voting rights over the above mentioned 600,000 shares of the Company
and consequently Stamatina Ginosati directly controls 933,948 voti
ng rights which correspond to 7.87% of
the Company's voting rights and shares.
4) There are no shares, which provide special control rights.
5) To the Company’s knowledge, no restrictions on voting rights exist for the Company’s shareholders.
However, the notes presented in 3) (I) (II) and (III) with regard to the beneficial interest of the major
shareholders are highlighted.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
29
6) To the Company’s knowledge, there are no agreements between shareholders that imply limitation on the
transfer of shares or limitations on the exercise of voting rights.
7) As regards to the appointment and replacement of the Company’s Board members and concerning the
amendment of the Company’s Articles of Association, there are no rules that differ than those stipulated in
L. 4548/2018, as such is in effect today.
8) There is no permanent special authorization of the Board of Directors or certain members to issue new
shares
or purchase own shares, according to article 49 of law 4548/2018. The relevant competence and
authority is provided to the Board of Directors of the Company by decision of the General Meeting of its
shareholders.
The Annual Ordinary General Meeting of the Company's shareholders on June 16, 2023 decided, among
other things, in accordance with the provisions of article 49 of Law 4548/2018, as in force, the purchase
by the Company within a period of twenty-four (24) months from the date of the above decision, i.e. until
16/06/2025, of a maximum percentage of 10% of the Company's existing shares (with the above limit
including the entire number of treasury shares that the Company already held in the context of a previous
share repurchase program). The respective range of purchase price was set between three Euros (3.00 €)
per share (minimum limit) and eight Euros (8.00 €) per share (maximum limit). At the same time, the
Meeting provided to the Board of Directors of the Company the authorization for the proper
implementation of the above share repurchase plan.
At the time of preparation of the current Report, the Company owned 96,450 treasury shares of nominal
value of € 0.54 per share, acquired on 22.07.2020 through an over-the-counter transaction (OTC) with an
average purchase price of four Euros (4.00 €) per share, within the framework of the share repurchase
plan that had been approved by the Annual Ordinary General Meeting of shareholders of June 26, 2020.
The Company’s treasury shares correspond to a percentage of 0.81% of the total share capital.
9) There is no significant agreement contracted by the Company, which becomes in effect, is amended or
terminated in case of change in the Company’s control following a tender offer, with the exception of:
(a) the signed agreement dated 24/11/2022 for the coverage of the Common Bond Loan between the
Company and “EUROBANK SOCIETE ANONYME”, which provides for the right of Bondholder to denounce
the loan “if the majority that currently controls the Issuer ceases to have control over the legal entity of
the Issuer or the Group to which it belongs”.
(b) the signed agreement dated 9/6/2022 for the coverage of the Common Bond Loan between the
Company and “ALPHA BANK SOCIETE ANONYME” (Trustee or Agent of the payments), which provides for
the right of the Bondholder to denounce the loan “if the Issuer’s current shareholding structure is altered,
directly or indirectly, as regards to the “controlling majority”.
(c) the signed bond agreement dated 17/11/2021 between the Company and the National Bank of Greece
SA; (a representative of the Bondholders and the attorney-at-law of payments), which also provides for
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
30
the right of the Bondholder to terminate "if the percentage of participation in the paid-up share capital of
the Issuer belonging to the Ginosatis family is less than 34% of that with the voting rights".
(d) The signed, on 24.12.2018, agreement for the coverage of the common Bond Loan between the
Company and “EUROBANK ERGASIAS S.A.” (representative of the Bondholders and Trustee of the
payments), agreement which provides for the right of the Bondholder to denounce the loan “if the Issuer’s
current shareholding structure is altered as regards to the controlling majority and specifically if the
Ginosatis family in total ceases to own a percentage at least equal to 34% of the paid in share capital of
the issuer”.
(e) The signed, on 22.06.2023, agreement for the coverage of the common Bond Loan between the
Company and “National Bank of Greece S.A.” (representative of the Bondholders and Trustee of the
payments), agreement which provides for the right of the Bondholder to denounce the loan “if the Issuer’s
current shareholding structure is altered as regards to the controlling majority and specifically if the
Ginosatis family in total ceases to own a percentage at least equal to 34% of the paid in share capital of
the issuer along with the relevant voting rights”.
The aforementioned terms (terms of change in control) are absolutely common practices and are included
in all Common Bond Loans which are covered or subscribed by the banking institutions (in fact the
controlling majority is usually defined as over 50%).
10) There is no agreement between the Company and the Board members or employees, which provides
for indemnity in case of resignation or termination of employment without reason or termination of
employment term or their employment emanating from any public tender offer.
11) Pursuant to the decision of the Company's Board of Directors dated 10/07/2023 and within the
framework of authorization granted by the Annual Ordinary General Meeting of Shareholders of 16 June
2023, the Company defined the most specific terms and conditions of the Stock Option Plan granted to
the BoD members, the managers and the personnel of the Company in general. The above decision was
recorded in GEMI on 14/07/2023 under the registration number 3716880.
Explanatory report regarding the information, prepared according to the article 4 par. 8 L. 3556/2007
The numbering in the present explanatory Report (which is prepared according to article 4 par. 8 of L.
3556/2007) follows the respective relevant numbering of information of article 4 par. 7 of L. 3556/2007, as
such information is presented above:
1. The structure and form of the Company’s share capital is presented in detail in article 5 of the Company’s
Articles of Association. The Company’s shares were listed on the Athens Exchange on April 2
nd
1996 and since
then are traded without interruption.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
31
2. No such limitation is imposed either by law, either by the company’s Memorandum of Association, or by
any other agreement, apart from the common Bond Loan Agreements, analytical reference to which is made
also in Section E.9.
3. Data regarding the number of shares and voting rights owned by individuals with significant participations,
have been presented according to the relevant disclosures notified according to law (and the MAR – Market
Abuse Regulation) to the Company, on behalf of shareholders.
4. There are no other categories of shareholders, namely there are only common registered shares with
voting rights.
5. No such limitations have been notified to the Company.
6. Likewise no such agreements have been notified to the Company.
7. In the particular matters, the Company's Articles of Association do not deviate from the provisions of Law
4548/2018 as it is currently in force.
8. The Annual Ordinary General Meeting of the Company's shareholders on June 16, 2023 granted
authorization to the Board of Directors, in accordance with the provisions and limitations of article 49 of
Law 4548/2018, as in force, with regard to the purchase by the Company, within a period of twenty-four
(24) months from the date of the above decision, of a maximum percentage of 10% of the Company's
existing shares (with the above limit including the entire number of treasury shares that the Company
already held in the context of a previous share repurchase program). The respective range of purchase
price was set between three Euros (3.00 €) per share (minimum limit) and eight Euros (8.00 €) per share
(maximum limit). At the time of preparation and approval of the current Report, the Company owned
96,450 treasury shares.
9. I
n the lack of such agreements, apart from those mentioned, no clarification is deemed necessary.
10. Likewise, in the lack of such agreements no clarification is deemed necessary.
SECTION F
Non-financial information
Group Profile
The Company was
founded in 1979 with its original production facilities in Koropi, Attica, where they are
located and have expanded until today (Koropi Industrial Plant). The Company and the Group are active
in the field of production of flexible plastic packaging items intended mainly for the food industry, but also
for other sophisticated special applications, offering a wide variety of products, with a particular emphasis
on the production of co-extrusion films with oxygen permeability properties.
FLEXOPACK's main market is the food industry, with a focus on meat, poultry, cheese and fish. Other
markets include the printing/converting industry and personal care product packaging.
The Company has 5 production factories (3 in Greece, 1 in Poland and 1 in Australia), 7 distribution centers
around the world, while it has developed a global sales and distribution network, offering high quality
products and services to its partners.
FLEXOPACK participates by 100% in eleven (11) subsidiaries located in Australia (2 subsidiaries), New
Zealand, USA, United Kingdom, Poland, Serbia, France, Ireland, Cyprus and Denmark (direct and indirect
participations).
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
32
The Group has a wide customer base and has developed strong export activity in about 40 countries, such
as USA, Australia, United Kingdom, Poland, Germany, Belgium, Israel, Spain, Italy, Turkey, Norway, France,
Switzerland, etc.
The Group's sales outside Greece represented
a share of 90.4%
of consolidated turnover on 31.12.2023.
On 31.12.2023, the Group employed 533 people while the Company employed 366 people (31.12.2022:
496 and 342 people respectively),
with dependent employment. It should be noted that the Group's
relations with its employees are excellent and there are no labor problems, as one of the main priorities
is to maintain and strengthen the climate of labor peace and the continuous improvement and upgrading
of working conditions, in order to achieve maximum possible utilization at the production level of the
human resource. The Group continuously promotes a system that recognizes and rewards high
performance, empowering its employees and providing the framework and incentives for attracting,
engaging and retaining valuable human resources and for their hierarchical development and upgrading.
It seeks and cultivates a culture of health and safety for its employees in all activities and especially in
those related to the organization and operation of its production facilities. In the context of the
requirements and changes brought about by the health crisis, throughout the pandemic, the Group strictly
implemented and still continues to this day all the necessary measures to protect the health and safety of
its employees, third parties and partners, while ensuring the orderly and uninterrupted operation of
production.
The Group is constantly in the process of trying to reduce its environmental footprint, aiming to save
energy and natural resources and setting high goals for the coming years. In the context of constant
communication with customers, suppliers and all its stakeholders, but also in the continuous effort for
innovative solutions, it redesigns many of its products in order to increase their recyclability as much as
possible, seeks to use higher percentages of recycled raw material, while at the same time, through the
quality of its packaging, it contributes to the reduction of food waste.
The achievements of the Group until today constitute the most essential legacy for the future, which
presents a large series of challenges that are constantly increasing, but to which it must respond. Today
it is more obvious than ever that Sustainable Development as a cornerstone of business strategy is a one-
way direction.
The Group promotes and implements a policy that focuses on the following axes:
−
demonstration of preparedness to deal with emergency situations,
−
implementation of emergency prevention, detection and management procedures,
−
design, construction and operation of facilities aimed at the greatest possible energy savings,
−
frequent maintenance and continuous renewal and upgrading of the mechanical equipment
used, so as to leave a low energy footprint,
−
continuous updating, training and strengthening of staff awareness on climate change issues,
−
joining the recycling and alternative packaging management system, with the aim of preventing
the creation of packaging waste and the reuse, recycling and substantial utilization thereof,
−
selection of recyclable, if possible, raw materials with the smallest possible energy footprint,
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
33
−
application of technologies in order to reduce direct and indirect greenhouse gas emissions from
energy consumption,
−
monitoring the policy followed by the Group's suppliers regarding the implementation of
procedures to deal with climate change and the use of renewable energy sources and providing
relevant recommendations and suggestions, where this is deemed necessary,
−
building relationships of trust with the local communities in which the Group develops its
activities and continuous concern in order to minimize the inconvenience caused.
Business model
FLEXOPACK's business model creates sustainable value for stakeholders, the natural environment and the
wider society, by converting the available resources used by the Company, through the sectors of its
business activity, into products and services that it produces, disposes and manages with positive or
negative effects, with the aim of fulfilling its strategic objectives and of creating economies of scale.
The Group's vision is:
- the effective coverage of the wider and more demanding needs of the flexible packaging market, by
offering products of high specifications and excellent quality, with the aim of protecting the health and
safety of consumers,
- emerging and gaining a strong position into a dynamic global market that requires exceptional flexibility,
- anticipating and addressing the ongoing challenges for new and innovative packaging solutions,
- profitable growth using modern technology and the implementation of a dynamic strategic plan,
- the creation of a working environment in which the Group's staff are integrated, trained and developed
with respect for the values and corporate culture and confidence in their capabilities,
The Group's strategy is summarized in the following:
- improvement and continuous upgrading of the produced products, with an emphasis on their qualitative
differentiation in relation to the competition,
- creation of new, innovative products capable of meeting the broadest and most demanding needs of
the market and responding to the wishes and demands of customers,
- perfecting existing modern production methods, with the aim of reducing energy consumption and
carbon footprint and making a substantial contribution to sustainable development,
- further access into foreign markets through the maintenance of the partnerships that the Company has
already developed and their further expansion with the aim of exploiting the Group's know-how,
- further effective strengthening of the infrastructure and the production bases and facilities of both the
Company and the Group's subsidiaries, with the aim of serving the customer base of the geographical
areas in which they are established more quickly and efficiently, so as to be a catalyst for development in
the relevant markets and finally
- continuous improvement of organizational and operational structures with the aim of further increase
of efficiency and cost reduction.
Sustainable Development Policy
The Sustainable Development framework that governs the Company is based on the following pillars:
Corporate Governance
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
34
The Company adopts the most appropriate corporate governance structures, reporting lines as well as
policies and procedures that support all of its business activities with the aim of safeguarding and creating
long-term value for its shareholders and other stakeholders. The Company follows high standards of
professional and ethical conduct and includes appropriate mechanisms in its operation to act in
compliance with the institutional framework.
Market
The Company ensures the most complete fulfilment of the ever-changing needs of the market as well as
the expectations of its customers, investing in the development of new products and the upgrading and
further development of existing ones. The Company views the management of waste and the extension
of the shelf life of packaged food as primary factors for the continuous improvement and development of
its products. In addition, the Company deals fairly and ethically with both its customers and suppliers.
Human Resources
The Company respects the rights of its people, strictly applies the applicable labor law and provides equal
opportunities to all employees with respect for diversity. It takes care of the orderly functioning of the
working environment based on the principles of transparency, integrity and respect. The Company
provides the necessary training and development opportunities for all personnel. It constantly ensures
health and safety in the workplace, taking appropriate measures to prevent accidents and injuries.
Recognizing the central role of employees in the success of the company, the latter implements policies
that ensure a safe, healthy and fair working environment. The Company facilitates the continuous training
and development of personnel’s skills, the fair remuneration and the existence of opportunities for career
advancement. Diversity and equality are encouraged at all levels of work, while promoting a culture of
accountability and respect.
The Company develops strategies and initiatives aimed at ensuring the highest level of occupational well-
being for all employees. The approach involves developing and implementing a comprehensive health and
safety framework, including policies and procedures that address potential risks and promote preventive
strategies.
Training programs and seminars focused on health and safety are being developed and employees are
encouraged to actively participate and be informed about safety practices and measures. Necessary
means and protective equipment are provided, ensuring that all work facilities and processes comply with
the highest safety and health standards.
With regard to employment, the creation of a fair and supportive working environment that favors growth
and professional development is also being sought. Diversity is encouraged, equal opportunities are
provided and all forms of discrimination are being tackled, so that every employee feels safe, appreciated
and encouraged to express an opinion.
Environment
The Company, by focusing on the protection of environment and the mitigation of any impact deriving
from climate change, formulates appropriately its business strategy, takes strict measures which, as far
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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as possible, extend beyond the typical provisions of the current legislation and sets specific measurable
goals. To achieve the above, the Company continuously invests in the following:
the best available techniques and actions aimed at substantially reducing its environmental footprint,
in research with regard to recycling technologies and the use of recycled transport packaging with the
aim of reducing packaging waste while promoting the recycling and effective utilization of such
materials,
in effective technologies and production procedures with the aim of reducing the energy consumed
during production. The Company also aims at the consumption of energy that is being derived from
renewable energy sources.
Local Community
The Company throughout the spectrum of its activities pursues to build relationships of trust with the
local communities in which it operates and minimize any cases of inconvenience and disturbance. It
focuses on improving the welfare of citizens and people in general in key areas such as health and
education. The Company also makes donations to organizations and charities.
The business decisions taken by the Management are always based on the principles of protection and
safety of the members of the local community. The Company also contributes to the economic
development of local communities in the countries where it operates production plants, being at the same
time one of the largest employers in these regions.
Partnerships - participations
•
The Company cooperates with the internationally recognized Cyclos HTP certification laboratory
regarding product certifications.
•
The Company is a member of CEFLEX, a European consortium of companies representing the
entire value chain of flexible packaging.
•
The Company is also a member of the AGMPM (Association of the Greek Manufacturers of
Packaging & Materials) and participates in the sustainability committee.
•
FLEXOPACK PTY (Australia) is a member of the Australian Packaging Covenant (APCO) and
RedCycle initiative.
•
FLEXOPACK Trade & Services UK is a member of the On-Package Recycling Label (OPRL) System.
In this context, compliance with the packaging plastics’ composition is strengthened, so that they are
friendlier for recycling, always following the directions from the above bodies and the European
legislation.
At the same time, in order to inform the staff of the Company and the Group about the technologies
related to recycling, actions are organized such as:
•
Training of the Company's executives.
•
Continuous interaction with suppliers.
•
Participation in industry exhibitions.
•
Participation in various consortia in Europe and Australia for the monitoring of developments
in recycling issues.
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In addition, FLEXOPACK in 2023 received, for the eleventh consecutive year, the award "TRUE LEADER
2022" at the ICAP Awards.
Cooperation with stakeholders
FLEXOPACK recognizes that the full integration of Sustainable Development into its business strategy
presupposes relationships of trust with stakeholders and is based on consultation with them.
The Company considers as stakeholders the natural and legal persons who influence and are being
influenced or are likely to be influenced by its business decisions and activities.
FLEXOPACK invests in continuous and two-way communication with each group of stakeholders,
understanding the importance of this communication for obtaining the necessary information to improve
its actions. The role and views of FLEXOPACK's stakeholders are key elements that fuel its effort to improve
its products, as well as for its sustainable operation and growth.
In the context of the materiality analysis that took place in 2023, regarding the potential and existing
effects of the Company on the environment, people, including human rights, and the economy, it
proceeded with the recognition, evaluation and prioritization of the essential issues selected by the
interested parties, with the main criterion the extent to which they are affected or may be affected by the
Company's activities.
The key stakeholder groups are then presented.
•
Shareholders, Investors, Capital Providers
•
Board of directors
•
Suppliers, business partners and service providers
•
Customers
•
Employees
•
State and Governmental Organizations (e.g. Ministries, Organizations, Regulatory
Authorities)
•
Business community (e.g. Business Associations, industry companies)
•
Society – local community groups (e.g. Media, Social organizations, Local Authorities)
•
Non-Governmental Organizations (NGOs).
Materiality analysis
The Company, adopting the new methodology of the international GRI Standards (GRI Standards 2021),
proceeded to the recognition, evaluation, prioritization and validation of its positive and negative, existing
and potential effects on the environment, people, including human rights, and the economy. Through the
prioritization of the recognized impacts, the essential Sustainable Development issues for the Company
were determined.
The results of the materiality analysis, specifically the effects on the environment, economy and society,
are presented below.
Environment
• Energy consumption
Society
• Contribution to employment
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• Health and safety of workers
Corporate Governance
• Ensuring regulatory compliance and business ethics.
• Fight against corruption
• Anti-competitive behavior
Market
• profitability
Environmental management
The respect for the environment is the basis of all FLEXOPACK activities. Recognizing the importance of its
environmental responsibility, the Company's activity is based on the design and development of
innovative products with the least possible impact on the environment.
FLEXOPACK takes seriously into account the environmental impact stemming from its products during
their life cycle. Through research and technology, but also through the Environmental Policy applied by
the Company, products are developed with a reduced environmental burden and the use of recyclable
materials without compromising the quality of the product. Specifically, in the context of environmental
management, the Company focuses on the following pillars:
Soil: environmental protection from proper waste management.
1. Natural reserves of raw materials: limiting the use of virgin raw materials.
2. Atmosphere and climate: reducing the carbon footprint in the production process.
3. Natural reserves of raw materials
Soil protection
Soil protection and waste management constitute key priorities for the Company. FLEXOPACK has
established an Environmental Policy, in the context of which a Waste Management System is
implemented, which focuses on reduction, reuse and recycling, reducing the environmental impact of the
solid waste produced.
More specifically, FLEXOPACK carries out the following waste management and monitoring procedures:
•
It records annually information related to waste management.
•
It is registered in the National Register of Producers (NRP).
•
It records the management of defective materials resulting from the production process.
•
Recycles and wherever possible reuses production waste that can be used for the production of
new products.
•
It cooperates with specialized and licensed external partners, who undertake the collection,
transport and proper management of each category of waste from its facilities.
•
The main objective of the Company is the further promotion of products with increased rates of
recyclability. This effort is directly linked to the achievement of the national goals as defined by
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the National Waste Management Plan (NSMP), which, specifically for plastic packaging, aim to
increase recycling to 50% by 2025 and 55% by 2030. The Company hopes that in the future
recycling will replace all other waste management processes.
Natural reserves of raw materials
Actions towards the limitation of virgin raw materials’ utilization contribute significantly to the Company's
competitiveness and environmental sustainability goals. The use of recycled materials constitutes a
priority, in order to reduce the corresponding utilization of primary raw materials.
The main pillars of the Company in terms of Sustainable Development regarding the use of raw materials
are:
•
Ensuring the quality of packaging throughout its life cycle and as a result contributing to the
reduction of food waste
•
The use of appropriate technology and quality of raw materials in order to limit the
volume/weight of plastic in the final produced product (lightening of packaging)
•
Recycling-friendly plastic packaging that is produced so that the majority of it can be recycled
•
The attempt to use recycled raw material, apart from the primary raw material that is already
used.
•
The search and use of plastic raw materials that come from alternative biological sources (FEED-
STOCK-BIO), the production of which is not at the expense of the production of food for
consumption.
In order to support its main pillars in terms of Sustainable Development, the Company took a series of
actions, such as:
- Reduction of flexible packaging’s thickness without affecting the quality of its products. Limiting the use
of materials in packaging has a double benefit, as it leads to a reduction in the weight of waste produced,
but also to the limitation of the use of raw materials.
- Increasing the recyclability of the packaging produced, in the context of the sustainability of its activity
but also for the coverage of the modern consumer’s needs. The Company has included in its plans the
greatest possible increase in the rate of recyclability of the products, which always depends on the
available recycling units and technologies in the areas where it operates. The Company monitors targeted
indicators regarding the percentage of products’ recyclability, compared to the corresponding
percentages of past years.
- Adoption of plastic raw materials’ utilization that come from alternative sources (FEED-STOCK-BIO), in
the context of reducing the consumption of mineral resources and the impact of plastics on the
environment. The Company has established measures according to its needs, which are in line with the
global goals of Sustainable Development, ensuring the production and distribution of products that
constitute sustainable alternative solutions with zero impact on the production of food for consumption.
Atmosphere and climate
Improving air quality
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Annual measurements are carried out in the production units in order to ensure the improvement of air
quality, so as to keep the products safe, to avoid any possible contamination of them, but also to protect
the health and safety of the workers.
In the context of improving the air quality from the pollutants produced by the Company's activities, a
system of internal post-combustion of the gases released during production is used, while at the same
time multilayer packaging films are used, increasing the shelf life of the products and reducing food waste.
During the post-combustion process, measurements follow the requirements of the Environmental
Conditions Approval Decision (AEPO) with the aim of maintaining low pollutant levels within limits. More
specifically, measurements are carried out every four months of the VOC, CO and NOx content of the
gaseous waste emitted, in all the chimneys of the unit, as well as the diffuse emissions (volatile organic
compounds, VOCs), taking at least three measurement values during each series of measurements in
order to document the compliance of the facility with the gas emission limit values and diffuse emission
values imposed by the environmental conditions.
Mitigation of climate change impacts
Mitigation of the effects caused by FLEXOPACK's activities on climate change constitutes a key pillar and
goal of the Company, in the context of sustainable production and its general business operation.
FLEXOPACK, through a series of energy upgrading actions of its building facilities, aims to reduce energy
consumption and therefore direct and indirect greenhouse gas emissions.
In this direction, the following actions were carried out:
•
Energy upgrade of the Company's equipment to a more efficient energy class.
•
Establishing the use of heat pumps for cooling and heating buildings.
•
Replacement of conventional lamps with LED lamps in all production units.
•
Replacement of air conditioning units with more efficient machines.
•
Installation of a logic controller (PLC) system to monitor the refrigeration units in order to achieve
lower consumption.
•
Improvement of the insulation of the buildings, in order to achieve the maximum possible
limitation of energy consumption.
Additionally, in the context of reducing its carbon footprint, FLEXOPACK is in the process of investigating
an investment plan regarding the following actions:
•
Installation of photovoltaic panels for the production of electricity, zeroing out the use of non-
renewable sources, in order to cover part of the energy needs of the production units.
•
Continuous energy upgrading of older building facilities, within the framework of the Company's
strategy to improve the efficiency of buildings.
•
Calculation of greenhouse gas emissions (Scope 1, 2, 3), in order to establish targets for their
reduction.
•
Increase the percentage of environmentally friendly electric/hybrid company vehicles.
Contribution to the development of knowledge, art and technology
Research and Development (R&D) plays an important role in FLEXOPACK's business model as it
contributes the most to the continuous improvement and innovation of its products.
Research and development
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Achieving the goals for innovation requires the direct and close cooperation of the Quality Assurance
Directorate with the Research and Development Directorate (R&D), which consists of scientific personnel
with significant professional experience and specialized know-how. The Research and Development
Department, through the continuous study and monitoring of the market, it aims at the further
development of innovative solutions and products of high added value. Its purpose is the more complete
coverage of the ever-changing needs of the market and the demands of customers for the production of
thinner, more transparent and more sophisticated films.
In collaboration with suppliers and customers, new innovative products are designed and developed that
adopt new technological packaging standards.
In addition, the Company focuses on the high quality of its products and the organization of their
production methodology, with the continuous and absolute observance of all the necessary safety rules,
quality control and other procedures. The Research and Development Center, which is located in the
central facilities in Koropi, Attica, collaborates with various research centers, such as the "Demokritos"
EKEFE, as well as with universities and other educational institutions on various research projects. It forms
the core of our product development and testing program with the aim of achieving the optimal packaging
solution for any use and application.
Product optimization is a very important field of study for FLEXOPACK and therefore it invests in efficient
partnerships for the development of innovative solutions. In this light, the Company provides its
employees with the opportunity to participate in innovative projects and programs, as a result of which
both their personal development and their contribution to the further growth of the Company are
achieved.
Axes of Research and Development
All of the Company's products are subject to strict checking and testing procedures, in order to ensure full
compliance with international standards. The Research and Development Department is equipped with
modern machines for the analysis and evaluation of plastic films. Its operation and the general policy of
the Company in terms of its organization and effectiveness, is contained and summarized in the following
triptych:
•
Upgrade of existing products.
•
Development of new products.
•
Exploitation of all new technological possibilities and practices.
The Company has filed for more than 60 proprietary patents in many countries and in particularly
demanding markets, including the USA, Australia, Japan, New Zealand, as well as in the European Patent
office.
Relying on its well-manned and equipped Research and Development Department that it has, as well as
its many years of specialized presence in the sector, it can differentiate itself from the existing competition
both in terms of products and through the creation of strong infrastructure in production equipment and
present innovative differentiated solutions to its customers.
The main axes of the Company's Research and Development are the following:
•
The protection of product quality and safety, so as the FLEXOPACK's packaging to ensure the
quality of the packaged product throughout its life cycle.
•
The increase in the life time of the packaged product, especially in sensitive goods.
•
The development of technologies with the aim of limiting the volume/weight of plastic in the final
produced product (packaging lightening).
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•
The development of recycling-friendly plastic packaging, in order to further increase their degree
of recyclability.
•
The increase in the use of recycled raw materials, compared to primary plastic raw material.
Specifically for the production of secondary packaging, where FLEXOPACK constitutes the main
supplier of the Greek market in the multipacks of bottles and aluminum cans of soft drinks, beer
and water, until 2019 exclusively virgin raw ma
terial was used. In 2020, 20% of primary material
was replaced by recycled material, and by 2022 it was achieved the replacement of up to 50% of
raw material by recycled raw material in certain products.
•
The search and use of plastic raw materials, which stem from alternative biological sources (non
fossil fuel feedstock), the production of which is not at the expense of the production of food for
consumption.
•
The use of raw materials deriving from chemical recycling, which are suitable for food packaging
applications.
•
The development of plastic films that allow to paper packaging to gain functional characteristics
that until now were only possible with purely plastic packaging.
Supply chain
The management of the supply chain aims at the timely recognition and treatment of situations that could
potentially negatively affect business relations with its partners. The Company systematically assesses the
risks that threaten its business model and aims to continuously improve the processes related to its
suppliers.
The main categories of suppliers with which the Company cooperates are:
- Suppliers of raw materials
- Suppliers of other categories
- Energy providers
- Service providers
- The Company ensures effective cooperation with suppliers by clearly communicating the terms of
cooperation and evaluates them based on approved criteria (qualitative and quantitative), in order to
ensure that the selected partners/suppliers possess the necessary know-how, as well as the ability to
execute and provide the a
ssigned tasks and services. 90% of the suppliers are based in Europe (Greece
and Western Europe: Spain, Belgium, Germany, France) and the remaining 10% outside Europe.
- The Company takes into account basic criteria regarding the activity of suppliers when entering into
cooperation with them, such as for example annual reports (Sustainable Development Reports) published
by suppliers and other criteria related to the sustainability of raw materials. In addition, the Company is
considering incorporating specific environmental, social and governance criteria for the evaluation of
suppliers in order to have a holistic view of performance before and during the partnership. It is noted
that in recent years there have been no significant changes in the main suppliers of FLEXOPACK. Finally, it
is noted that FLEXOPACK is a member of the Non-Profit Organization SEDEX, which is related to the
management of social and environmental risks in supply chains. The platform is used by more than 40,000
members in over 150 countries.
Contribution to employment
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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The Company, by implementing adequate human resource management practices, the provision of
attractive salaries and benefits as well as development incentives, aims at attracting human resources
that will dynamically join the Company, creating strong ties with its people and enjoying a meritocratic
and privileged work environment. In addition, the Company, by implementing a training scheme and
performance evaluation practices for all employees, aims at the long-term preservation of its human
resources.
The aim is to ensure a safe and fair working environment with respect for human rights and diversity, as
well as the promotion of trust, equal opportunities, team spirit and the best possible working conditions.
Employee benefits and social policy programs are described below:
•
Provision of medical care to all employees as of 2022.
•
Planning, organization and implementation of prevention and health promotion programs:
Covid-
19 PCR test. Support for employees in case of illness
or accident. Support for both
patients and their family environment. Care for their smooth reintegration into the workplace.
•
Financial support due to illness or accident.
•
Counseling services to deal with personal, family issues and interpersonal relationship problems
in the workplace.
•
Design and implementation of a First Aid training program.
•
Monitoring of health certificates, planning and implementation of the required for the issuance
and renewal of medical examinations at the financial expense of the Company.
•
Informing and raising awareness of employees on various social issues.
•
Planning, organization and implementation of voluntary actions.
Education
The Company continuously provides opportunities for employees to broaden their educational
background simultaneously with their practical experience. For FLEXOPACK, the importance of its human
resources’ training lies in the fact that an effective training program contributes to the cultivation of its
people critical thinking, increase of the employees’ productivity, offering of better quality services,
strengthening their self-esteem, understanding of problems and their efficient resolution.
The Company's positive contribution to the creation of opportunities that promote education is
highlighted through the educational program that is formed on an annual basis and is included in its
annual budget. Training needs are defined through:
- the framework of the strategy and annual objectives for the provision of educational programs.
- based on the needs arising, mainly at group level, from the annual staff evaluation process, through
evaluation forms.
In this way, an environment of continuous education is created with training seminars and educational
programs. In the training programs and depending on the employee's position or specialty, priority is
given to new technological developments in the Company's sector of activity, to health and safety, mainly
for those who work in production, as well as to everything else deemed necessary for the efficient and
safe operation of the Company.
Protection of physical and mental health
Ensuring the health and safety (H&S) of employees as well as the prevention of occupational risk
constitute for the Group a moral obligation and a business necessity that goes beyond the limits of a
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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simple legal obligation. FLEXOPACK recognizes the importance of the mental health of its employees and
aims for actions that would enhance their social well-being.
The primary concern is the assumption of measures and the implementation of projects as well as special
programs for the achievement of the objectives for H&S in the workplace. In this direction, FLEXOPACK
implements the following:
•
Continuous control and quality upgrade of the equipment, in order to achieve the improvement
of the conditions for the safe execution of the work with the minimum possibility of a serious
accident.
•
Effective protection of people (staff, contractors, partners and visitors), as well as facilities, from
possible risks that may arise.
•
Continuous staff training and information on H&S issues, with the aim of preventing accidents
and occupational diseases.
•
Active participation of all employees and Management in finding the acceptable and effective
solutions for protection and safety.
•
Identifying and evaluating risks in the workplace and creating safety regulations.
•
Preparation of Occupational risk report.
•
Open communication between employees and Management regarding H&S issues as well as with
the Occupational Physician.
The Security Technician, who is responsible for the systematic monitoring of incidents (relevant
recommendations, investigation, highlighting) conducts H&S inspections as defined by applicable
legislation. In addition, employees have the opportunity to report potential risks or safety issues, either
directly to the head of the department or during inspections to the Safety Technician.
By implementing the above initiatives, the Company has succeeded in minimizing incidents and near-
accidents. This is achieved to a large extent due to prevention and timely and systematic recording, which
are mentioned in the risk study.
Quality assurance
FLEXOPACK's position for the provision of particularly high quality products has been established at an
international level. Its continuous and focused efforts are supported by the Quality Assurance Division.
FLEXOPACK's packaging products provide the necessary protection so that the foods they pack are
preserved throughout their life up to the final consumer at all stages of the supply chain, without the loss
of nutrients and packaged safely, providing competitive and durable products to its customers.
The Company achieves its quality goals by implementing, among others, the following fundamental
principles:
- Faithful and uninterrupted compliance with strict policies, procedures and standards.
- Providing high quality products that exceed customer expectations.
- Effort to reduce defective products with the aim of reducing waste.
- Creating together with customers and suppliers a team that embraces the same values and the same
corporate culture.
- Efficiency having as a priority safety.
- Assurance of its viability and business continuity.
Certifications
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Certified quality assurance standards are applied at FLEXOPACK. The international certifications constitute
proof of the Company's commitment to the quality and safety of products and processes. Specifically, the
Company has received the following certifications:
•
BRCGS Global Standard for Packaging Materials.
•
ISO 9001:2015 Quality Management Standard.
•
ISCC Plus: Τhe
International Sustainability and Carbon Certification.
•
ISO 50001:2018 Energy Management Systems
The Company is certified and evaluated with the ISO 9001 international Quality Management System, by
the certification body Bureau Veritas, for the design, development, production, distribution and technical
support of its products.
In addition, since April 2003 it has been accredited with the international standard for Packaging Materials
of the leading product and consumer protection organization "Brand Reputation Compliance Global
Standards (BRCGS)", which has European recognition and introduces high standards in hygiene, safety
and the quality of the product.
Also, FLEXOPACK is certified according to the ISCC Plus standard through which it ensures the use of
sustainable raw materials for the production of packaging materials.
Finally, the Company was certified with the ISO 50001:2018 energy management system. Its development
aims at the adoption and implementation of the required procedures that will lead to optimal energy
performance.
Economic value
The direct economic value created for shareholders and stakeholders through FLEXOPACK's business
activities, contributes to the economy, employment and society in general through targeted actions. At
the national level, it contributes directly by creating new jobs, providing wages, generating tax revenue
to the state, payments to suppliers, but also by collaborating with stakeholders from the entire value
chain.
As part of ensuring the Group's Sustainable Development, business risks that would affect its performance
are systematically monitored. There is a process for managing and evaluating financial and non-financial
risks, through which the Company minimizes the negative effects, ensuring its performance at a stable
level.
Social contribution
Through communication with the stakeholders, the Company receives requests to support various actions
and programs, which it evaluates, plans and implements on a case-by-case basis. Requests for
contributions include donations, sponsorships or social programs and are addressed either at the level of
local communities or the wider society.
In addition to its contribution to the economic development of local communities and employment, the
Company supports actions for the strengthening of the following areas:
•
Education
•
Health
•
Culture
•
Sports
•
Entrepreneurship
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In this context, donations were made to local agencies, non-governmental organizations, as well as to
child protection structures.
Corporate governance
Corporate governance constitutes the foundation for transparency, integrity and responsible
management on behalf of the Company.
The Company adopts and implements, the most suitable for it, corporate governance structures,
reference lines as well as policies and procedures, which support all of its activities with the aim of
protecting and creating long-term value for its shareholders and other stakeholders. It implements high
standards of professional and ethical conduct and includes appropriate mechanisms in its operation, so
that it acts in compliance with the current institutional framework.
The Company's Regulation of Operation presents its organizational structure, taking into account its size
and objective as well as the corporate Policies and Procedures it applies. The Regulation is fully
harmonized with the provisions of article 14 of Law 4706/2020, on corporate governance, while during its
preparation there were taken into account the Company's Articles of Association, the provisions of the
legal, normative and regulatory framework governing its operation and the Greek Corporate Governance
Code adopted by the Company.
Competitive Behavior and Corporate Governance:
In the context of corporate governance, the management of competitive behavior is a critical issue. It is
necessary to ensure that all business activities and strategies are in line with applicable competitive and
regulatory requirements. The Company ensures transparency, honesty and ethics in the market, avoiding
practices such as price collusion, exclusivity or acquisition of information from the competition. A
commitment towards a state of fair competition strengthens the Company's reputation and sustainability
in the long term.
Anti-Corruption and Corporate Governance:
Anti-corruption is still a vital element of corporate governance. The Company applies strict policies and
procedures to prevent, detect and deal with all forms of corruption and irregularities. This includes
training employees on corporate ethics, implementing reporting systems and implementing internal and
external audits.
In addition, fostering a culture of transparency and accountability, where employees are encouraged and
supported to report inadequacies and cases of corruption, is crucial. The Company ensures that there are
secure and confidential channels for reporting such matters and that all complaints are treated with the
required seriousness and discretion.
Additionally, the Company applies the principles of good corporate governance, including ensuring
adequate representation and transparency in corporate bodies, carrying out checks and ensuring balance,
and also ensuring accurate and timely reporting of information. Commitment towards these principles
assists in tackling corruption and builds the necessary bonds of trust among shareholders, customers and
other stakeholders.
Through these practices and policies, the Company can strengthen its corporate governance, establish an
ethical business environment and effectively fight corruption, ensuring a fair and transparent operation
in the market place.
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All applicable FLEXOPACK’s Policies Procedures and Rules for the reporting year are listed below:
POLICIES AND PROCEDURES OF THE OPERATING REGULATION
1.
Risk Management Policy and Procedure.
2.
Hiring and Performance Evaluation Process of Senior Managers.
3.
Board of Directors and CEO Succession Policy and Procedure.
4.
Procedure for Disclosure of Transactions by persons exercising managerial duties.
5.
Dependency Disclosure Process.
6.
Policy and Procedure for Transactions with Related Parties.
7.
Conflict of Interest Prevention and Treatment Policy and Procedure.
8.
Regulatory Compliance Process.
9.
Privileged Information Management Procedure and Proper Public Information.
10.
Policy and Procedure for periodic evaluation of the Internal Control System.
11.
Training Policy for Board Members and Executives.
12.
Board Member Evaluation Policy and Procedure.
13.
Sustainable Development Policy.
14.
Whistleblowing Policy and Procedure.
OTHER POLICIES AND CODES
15. Code of Ethics and Ethical Conduct.
16. Eligibility (Suitability) Policy for Board Members
17. Remuneration Policy.
18. Policy to prevent and combat Violence and Harassment at Work.
19. Personal Data Breach Incident Management Policy.
20. Privacy Policy.
21. Personal Data Destruction Policy.
OPERATING REGULATIONS OF DEPARTMENTS & COMMITTEES
22. Regulation of operation of the Internal Audit Department
23. Regulation of operation of the Nomination and Remuneration Committee (NRC).
24. Regulation of operation of the Audit Committee (AC).
25. Regulation of operation of the Shareholder Service and Corporate Announcements Department
Business ethics
Code of Ethics and Ethical Conduct
FLEXOPACK conducts all its activities with integrity and in accordance with the Code of Ethics and Ethical
Conduct that it has adopted and governs all interactions between employees, external partners and the
wider environment of the Company, while at the same time it contributes to the achievement of its
objectives. The Code constitutes a guidance tool for presentation of good professional behavior, ethical
conduct and integrity.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
47
It is noted that the Code is implemented by the Company's Management and staff, while the Regulatory
Compliance Officer regularly assesses the adequacy of this Code and guides the Company's Management
and staff for its effective implementation.
The Code includes, among others, the following thematic sections:
Bribery and corruption
As stated in the Code in the Section on the Company's obligations towards third parties, the Company
maintains high standards of ethics and integrity and complies with the requirements of national and
international legislation for the combat of bribery and corruption. Every employee of the Company has
an explicit obligation not to use his/her power and position for personal gain. The Company shows zero
tolerance for any situation or behavior of active or passive bribery or unfair utilization of influence.
Competition Law
The Company, in the context of establishing trusting relationships with its customers and network, always
complies with all the rules of the applicable competition law and it does not seek to gain an advantage
through unfair business practices or illegal actions.
Personal data protection and confidentiality
•
The Company implements a Personal Data Protection Policy in accordance with existing legislation
and the General Data Protection Regulation (GDPR
1
) in the countries in which it operates for all
natural persons. The Policy refers to the personal information that the Company processes as an
employer, prospective employer, supplier of products and services, for promotional purposes, as
well as during its operation and normal activity as a manufacturer of flexible packaging products.
The Policy states, among other things:
•
The type of data.
•
The special categories of data.
•
The collection sources.
•
The purpose for which the data is processed.
In 2023, there were no substantiated complaints and denunciations about violations of customer privacy
and data loss. There have also been no incidents of detected leaks, theft or loss of customer data.
More information on the Personal Data Protection Policy is available on the Company's website.
Implementation of the Code and monitoring of implementation
The Code, to which all employees have access via the Intranet platform, is implemented by the Company's
Management and staff, and the Company itself ensures that key business partners and associates
(suppliers, customers, etc.) follow the same minimum standards of ethics and professional conduct.
As part of the proper use of the Code, the following communication channels are available for reporting
incidents of fraud, bribery, corruption, conflict of interest, harassment at work and for other cases of non-
compliance with the Code of Ethics and Ethical Conduct:
•
Anonymous or eponymous employee complaint forms.
More information on the Code of Ethics and Ethical Conduct is available on the Company's website.
The Company's commitment to high standards of ethics and integrity
1
General Data Protection Regulation (GDPR)
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
48
The Company aims to continuously comply with the ever-changing regulatory and legal framework as well
as to continue operating by ensuring an environment of integrity, ethics and compliance of all its parties
with the Company's regulations. In addition, the Company has implemented a plan to improve the
disclosure of its non-financial data as well as the systematic monitoring of its effects on the economy,
environment and society. At the same time, it examines the integration of social, environmental and
business ethics criteria in the evaluation of suppliers as mentioned in the supply chain Section.
During the reporting period, there were no reports/complaints regarding:
•
Confirmed incident of corruption.
•
A confirmed incident of corruption, which resulted in the removal or disciplinary action of
employees.
•
Confirmed incident of corruption, which resulted in the termination or non-renewal of the
contract with suppliers/partners.
•
Court case related to corruption against FLEXOPACK or its employees.
•
Cases for which fines were imposed.
•
Cases for which non-monetary sanctions were imposed.
•
Confirmed incidents of non-compliance with laws and regulations.
In addition, during the reporting period there were no monetary losses caused as a result of violations of
business ethics and there were no incidents of legal actions or financial penalties for anti-competitive
conduct, antitrust or monopolistic practices, issues of corruption, bribery, cartel or price-fixing activities.
Sustainable Development Report
The Group's 2023 Sustainable Development Report presents in detail its strategy and performance.
The structure of the Report is based on the guidelines of the Global Reporting Initiative in accordance with
the GRI Standards, of the Athens Stock Exchange (ATHEX) and those defined in the Sustainable
Development Goals of the United Nations.
FLEXOPACK is included in the ATHEX ESG index of the Athens Exchange, Greece.
Submission of 2022 carbon footprint report
The Greek Parliament passed the National Climate Law 4936/2022
Government Gazette A’
105/27.5.2022, entitled "National Climate Law Transition to climate neutrality and adaptation to climate
change, urgent provisions to address energy crisis and protect the environment", which sets quantitative
targets for reducing greenhouse gas emissions and makes compulsory for companies to publish their
emissions annually as well as maintain a roadmap for achieving decarbonisation targets.
The purpose of the aforementioned law is to create a framework for improving adaptation to climate
change, as well as promoting policies that reduce greenhouse gas emissions and lead to a more effective
adaptation to climate change. The above law is directly related to the National Energy and Climate Plan
(ESEK, Government Gazette
4893B/31
-12-
2019) and the Nation
al Strategy for Adaptation to Climate
Change (ESPKA, YPEN April 2016).
In the context of the above law, on 30 October 2023, the Company submitted the carbon footprint report
for the year 2022 to the OFYPEKA (Natural Environment and Climate Change Organization) Electronic
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
49
Database. The verification of the report was carried out by BUREAU VERITAS HELLAS M.A.E. and has as
follows.
BUREAU VERITAS HELLAS S.A., Accredited Greenhouse Gas Emissions Verification Organization based on
standard
ISO 14065:2013 with Accreditation Number: ESYD/895
-3, verifies with reasonable certainty that
the Company's Carbon Footprint Report:
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY with VAT number
094248969,
Entitled “Emission Calculation Tool – FLEXOPACK. version 2” and date "26/10/2023" which concerns the
following organizational boundaries:
0
Tzima Street, Postal Code 19400
, Koropi, Greece (Production – Buildings A & B)
299 Vasileos Konstantinou Street,
Postal Code
19400 Koropi
, Greece (Permanent Exhibition)
299 Vasileos Konstantinou, OT439,
Postal Code
19400 Koropi
, Greece (Offices)
For the following business activity:
Manufacture of plates, sheets, films and strip of plastics, not reinforced or similarly combined with other
materials (code 22213000)
and for the reporting year 2022, which has been prepared in accordance with the requirements of article
20 of Law 4936 (Government Gazette 105A/27
-5-2022), using the categorization which has been provided
for in ISO 14064-1:2018 and verified according to the categories of emissions of the standard EN ISO
14064-
3:2019, is satisfactory and there are no material inaccuracies in the declared total emission
disclosure of information. The respective analysis is presented below:
Category
Description
Total emissions
(t CO
2
e)
Category 1
Direct Emissions
(Scope 1)
461.864
Category 1.1
Direct Emissions from fixed sources
106.016
Category 1.2
Direct Emissions from moving sources
122.
099
Category 1.3
Direct Emissions from Industrial Processes
0
Category 1.4
Direct emissions from the release of ATH in anthropogenic
systems
233.
749
Category 1.5
Direct Emissions and Removals from Agriculture, Forestry and
Land Use
0
Direct EmissionsCO2 from Biomass
0
Category 2
Indirect emissions from imported energy
(Scope 2)
19,921.652
Category 2.1
Indirect Emissions from imported electricity
19
,
921
.652
Category 2.2
Indirect Emissions from imported energy other than electricity
0
Direct Absorptions
0
Total Storages at the end of the year
0
Total Emissions
20,383,516
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
50
Carbon Footprint Report 2023
Direct and Indirect Greenhouse Gas Emissions of FLEXOPACK S.A.’s Facilities
The purpose of the present report is to calculate the carbon footprint of the facilities and operating
activities of FLEXOPACK S.A. for the reporting year 2023 and the Company’s facilities in Greece.
Specifically, the following are being calculated: i) the direct greenhouse gas emissions (Category 1 – Scope
1) resulting from the operating activities that take place within the boundaries of the company's facilities
and ii) their significant indirect emissions (Category 2 – Scope 2) according to ISO 14064-1:2018 and the
Green House Gas (GHG) Protocol.
The methodology followed in this report and presented in detail below is based on the following:
ISO 14064-1:2018 Greenhouse gases - Part 1: Specification with guidance at the organization level for
quantification and reporting of greenhouse gas emissions and removals.
Greenhouse Gas Protocol, WRI (GHG Protocol Corporate Accounting and Reporting Standard, Revised
Edition).
This report identifies FLEXOPACK S.A.’s greenhouse gas emissions from its central building facilities for
Categories 1 and 2 as defined by the National Climate Law.
In addition, greenhouse gas emissions from the operation of vehicles of FLEXOPACK S.A. are calculated.
Greenhouse gas emissions which are monitored for each production facility are divided into direct and
indirect:
Direct emissions (Category 1): These are greenhouse gas emissions from emission sources owned or
controlled by the organization. In the case of FLEXOPACK S.A. this category includes:
Direct emissions from the use of natural gas and oil for power generating pairs - generators
Direct emissions from combustion in moving sources (passenger vehicles and machinery)
Direct emissions from refrigeration and air conditioning systems in the company's facilities
Indirect emissions (Category 2): These are greenhouse gas emissions that are a result of the organization's
operating activities but arise from emission sources that are not owned or controlled by the organization.
In the case of FLEXOPACK S.A. this category includes: indirect emissions from imported electricity.
The sources of greenhouse gas emissions from the operating activities taking place inside the buildings of
FLEXOPACK S.A. are presented in Table 1.
Source
General Descrip on
Sources of Emission
Source Flows
Direct emission sources – Category 1 (Scope 1)
1.1
Combus on in
fixed means
Use of Natural Gas
and Oil for power
genera ng pairs
-
generators
Natural Gas
Oil DIESEL
Natural Gas
Oil DIESEL
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
51
1.2 Moving
combus on sources
Transporta on
means of FLEXOPACK
S.A. outside the
facili es
Passenger vehicles,
commercial vehicles
and machinery
Gasoline, Motor oil
1.4
Refrigera on and
Air Condi oning
Systems
Direct emissions from
the release of ATH in
anthropogenic
systems
Refrigera on and air
condi oning systems
Refrigerants that
have been topped up
or replaced in
refrigera on and air
condi oning systems
Indirect emission sources - Category 2 (Scope 2)
2.1 Emissions from
incoming electricity
Mee ng the needs of
building facili es in
electricity
Consump on
of
electricity from the
electricity grid
network
Purchase of
electricity
Table 1: Sources of greenhouse gas emissions from the acvies taking place in the buildings of FLEXOPACK S.A.
Greenhouse Gas Emissions
•
Direct Emissions (Category/Scope 1)
Emissions from fixed transportation means
Source of
Emissions
Consump on
Emissions
CO
2
(tCO
2
)
Emissions CH
4
(tCO
2-e
)
Emissions N
2
O
(tCO
2-e
)
Total
Emissions
(tCO
2-e
)
Natural
Gas
45.213 Nm
3
94
.556
0.048
0.045
94
.6
49
DIESEL
5.745 tn
18.141
0.021
0.03
9
18.201
TOTAL
112.850
Table 2: Emissions from fixed transportaon means of FLEXOPACK S.A. for the year 2023.
Emissions from corporate vehicles.
Vehicle
Consump on
(tn)
Emissions CO
2
(tCO
2
)
Emissions
CH
4
(tCO
2-e
)
Emissions N
2
O
(tCO
2-e
)
Total
Emissions
(tCO
2-e
)
Passenger
vehicles
Gasoline
2.387
7.483
0.058
0.044
7.585
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
52
Passenger
vehicles diesel
2.188
6.
909
0.011
0.054
6.974
Commercial
vehicles diesel
17.155
54.172
0.080
0.759
55.011
Machinery
(forkli s) diesel
4.996
15.776
0.025
1.621
17.422
TOTAL
86.992
Table 3: Emissions from corporate transportaon means of FLEXOPACK S.A. for the year 2023.
Emissions from Refrigeration and Air Conditioning Systems
Coolant
Liquid
Consump on
(kilos)
Total
Emissions
(tCO
2-e
)
R-410A
6.200
12.946
HFC-134A
67.000
95.810
TOTAL
108.756
It is noted that the criteria for calculating gas emissions for the financial year 2023 were based on the
coefficients set by the Ministry of the Environment in October 2022.
•
Indirect Emissions (Category/Scope 2)
Electricity consumption
Building
kWh
Emissions CO
2
(tCO
2
)
Emissions CH
4
(tCO
2-e
)
Emissions
N
2
O
(tCO
2-e
)
Total
Emissions
(tCO
2-e
)
Branch 1 (TZIMA)
39,120,858
20,860.415
6.925
26.987
20,894.327
Branches 2&3
36,825
19.636
0.007
0.025
19.668
TOTAL
20,913.996
Table 4: Emissions from the electricity consumpon of FLEXOPACK S.A. for the year 2023.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
53
Coefficients from Archive Coefficients for conver ng energy consump on into equivalent tons of CO2
-e.
Greenhouse gas emission coefficients from energy consump on in Greece.
Gas
EF (gGHG/kWh)
CO
2
533.23
CH
4
0.0063220
N
2
O
0.0026031
Total emissions
Total greenhouse gas emissions for Categories (Scopes) 1 and 2 for the financial year 2023 from the
Company’s facilities of Flexopack SA are
21,222.592 tCO2-e
, while for the financial year 2022 were
20,383.516
tCO
2-e.
The analysis of the direct and indirect gas emissions per Category are presented in Table 5.
Source
Emissions (tCO
2e
)
2022
2023
Direct Emissions (Category/Scope 1)
Emissions from fixed transporta on means
106.016
112.850
Emissions from corporate vehicles
122.099
86.992
Emissions from Refrigera on and Air Condi oning Systems
233.749
108.756
Indirect Emissions (Category/Scope 2)
Electricity consump on
19,921.652
20,913.996
TOTAL
20,383.516
21,222.592
Table 5: Gas emissions per Category (Scope) and source
from the facilies of Flexopack SA for the years 2022 and 2023.
Regulation for Taxonomy
Disclosures under art.8 of EU Taxonomy Regulation
The EU Taxonomy Regulation (EU) 2020/852 establishes the criteria based on which an economic activity
can significantly contribute to the 6 environmental objectives of the European Union in order to
determine the extent to which such activities can become environmentally sustainable or contribute in
the transition to a sustainable economy as a whole. The purpose of the Taxonomy is to channel private
funds to activities that will help the Union achieve its goals and commitments through the identification
of sustainable investment opportunities by investors.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
54
Environmental objectives
The environmental objectives of the European Union, as have been stated through the EU Taxonomy
Regulation (art.9, R.2020/852/ΕU) are the following:
(a) climate change mitigation;
(b) climate change adaptation;
(c) the sustainable use and protection of water and marine resources;
(d) the transition to a circular economy;
(e) pollution prevention and control;
(f) the protection and restoration of biodiversity and ecosystems.
The delegated acts adopted under the Taxonomy Regulation provide technical screening criteria which
must also be met to constitute taxonomy alignment. At the moment of publication of the present, report
the Taxonomy-eligible activities have been set out by 2 Delegated Acts currently in force. In 2021, the EU
adopted the first Delegated Act 2021/2139 (EU) which set o
ut activities and technical screening criteria
for substantial contribution towards objectives (a)-(b) above, including DNSH criteria for other objectives.
Moreover, in 2023, the second Delegated Act 2023/2486 (EU) was published with regard to activities
significantly contributing to environmental objectives (c)-(f) above.
Technical screening criteria
In order to determine the degree to which an activity is aligned with the respective criteria the following
elements have to be examined:
(a) it contributes substantially to one or more of the above-mentioned environmental objectives
(b) it does not significantly harm any of the environmental objectives
(c) it is carried out in compliance with the minimum safeguards laid down in Art.18 of the Taxonomy
Regulation and
(d) it complies with technical screening criteria that have been established through the respective
Delegated Acts.
The Taxonomy framework provisions that are effective on the date of the present report, require from in-
scope companies to disclose the amount and proportion of activities which are eligible, non-eligible and
aligned with the first 2 climate objectives as part of their total turnover, capital and operational
expenditure and to perform related alignment assessments for all such activities. Furthermore, they
require the disclosure of the proportion of their taxonomy-eligible activities (described in the 2023/2486
(EU) Delegated Act adopted in 2023) and non-eligible economic activities as part of their total turnover,
capital and operational expenditure. Finally, all the quantitative information is accompanied by certain
qualitative information for all objectives (a)-(f). The Group applied Regulation (EU) 2020/852 as
supplemented with Commission Delegated Regulation (EU) 2021/2139, Commiss
ion Delegated
Regulation (EU) 2021/2178, Commission Delegated Regulation (EU) 2023/2485 and Commission
Delegated Regulation (EU) 2023/2486 to identify activities that are eligible.
EU Taxonomy-eligible activities of FLEXOPACK Group
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
55
Flexopack Group has reviewed extensively the activities currently included within the EU Taxonomy
framework as described in Delegated Regulations 2021/2139 (EU) and 2023/2486 (EU) and concluded that
the only activity that corresponds to its activities falls under environmental objective (d) "Transition to a
Circular Economy". Specifically, the Group's products were deemed to be included in the activity "CE 1.1
Manufacture of plastic packaging goods". As this activity is included in Delegated Regulation 2023/2486
(EU) approved in 2023, the obligation of businesses only concerns the disclosure of the proportion of
economic activities that are Taxonomy-eligible and the proportion of economic activities that are non-
eligible, excluding the assessment of alignment with the relevant technical screening criteria. The main
environmental characteristics/criteria of the Group's products in relation to the circular economy are
presented in the following section.
Recycled raw materials criterion
The products produced by Flexopack can be categorized according to their use in two categories:
−
Food-contact applications (FCA) – packaging materials that come into direct contact with sensitive
products (food)
−
Non food-contact applications (non FCA) - packaging materials that do not come into direct contact
with sensitive products
For FCAs, there are European regulations (EC 1935/2004, EC 282/2008) which prohibit the use of recycled
plastic in their production to avoid possible risks of transferring harmful substances, by-products of the
recycling process, to consumers.
The vast majority of products produced by Flexopack concern packaging materials that come into direct
contact with sensitive products (food) Food-contact applications (FCA).
Following the above regulations, it is obvious that Flexopack cannot introduce any percentage of recycled
product into the production of FCAs.
Regarding the non-FCA category, a quota of 20% to 50% of recycled raw material in the structure has
already been introduced, with the aim that in the coming years the quota of recycled raw material will
exceed 50% in these applications.
Product recyclability criterion
Our products are mainly composed by PE, PP, PA, EVOH which are recognized as recyclable in principle by
various organizations and institutes worldwide.
The majority of our products meet the recycling specifications as defined by international organizations and
independent testing laboratories, e.g. Cyclos, OPRL, APCO, Fostplus, Valipac, Recyclass. Much of our products
are designed for recycling and/or mono-materials, in order to be compatible with the highest recyclability
requirements.
It should be noted that each of the components that make up the finished packaging materials produced by
Flexopack performs a specific role in terms of protecting the food content.
We believe that protecting food and maximizing shelf life (especially in today's era where global supply chains
face a multitude of challenges that lead to delays) is a key sustainability goal.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
56
Declaration of activities related to nuclear energy and fossil gaseous fuels
Template 1
Row
Nuclear energy related ac vi es
1.
The undertaking carries out, funds or has exposures to research,
development, demonstra on and deployment of innova ve electricity
genera on facili es that produce
energy from nuclear processes with
minimal waste from the fuel cycle.
NO
2.
The undertaking carries out, funds or has exposures to construc on and
safe opera on of new nuclear installa ons to produce electricity or
process heat, including for the purpo
ses of district hea ng or industrial
processes such as hydrogen produc on, as well as their safety
upgrades, using best available technologies.
NO
3.
The undertaking carries out, funds or has exposures to safe opera on
of exis ng nuclear installa ons
that produce electricity or process heat,
including for the purposes of district hea ng or industrial processes
such as hydrogen produc on from nuclear energy, as well as their safety
upgrades.
NO
Fossil gas related ac vi es
4.
The undertaking
carries out, funds or has exposures to construc on or
opera on of electricity genera on facili es that produce electricity
using fossil gaseous fuels.
NO
5.
The undertaking carries out, funds or has exposures to construc on,
refurbishment, and opera
on of combined heat/cool and power
genera on facili es using fossil gaseous fuels.
NO
6.
The undertaking carries out, funds or has exposures to construc on,
refurbishment and opera on of heat genera on facili es that produce
heat/cool using fossil gaseous fuels.
NO
Flexopack Group is not involved in any of the activities referenced in the table above and thus does not report
on any of the KPI table templates 2-5 of Annex XII of Regulation 2021/2178 (EU).
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
57
Qualitative information
Accounting Policy
The consolidated and separate financial statements of FLEXOPACK PLASTICS SA of December 31st 2023
covering the period from January 1st up to December 31st 2023 have been prepared in accordance with the
International Financial Reporting Standards (IFRS), as such have been adopted by the European Union. The
accounting principles applied for the preparation of the EU Taxonomy KPIs are described in Note 2 «Basis for
the preparation of the financial statements» as well as in Note 3 «Basic accounting principles» of the «Annual
Financial Report» of December 31st 2023.
Proportion of the total turnover
. The proportion of eligible economic activities in the total turnover was
calculated on the basis of the net turnover from the sale of goods corresponding to activities included in the
Taxonomy framework (numerator), divided by the total net turnover (denominator), both referring to the
financial year 2023.Specifically, the total Group turnover is presented in line «Turnover» of the «Statement
of Income» as wel
l as in Note 6.19 of the consolidated «Annual Financial Report of year 2023».
Proportion of the total CapEx
. It was calculated based on capitalized expenditures incurred for asset
additions or processes associated with eligible economic activities and includes the Taxonomy's eligible
capital expenditures (numerator) divided by total capital expenditure (denominator). Total capital
expenditure includes additions to tangible fixed assets as well as intangible assets and right-of-use assets
during the period of use, before depreciation and any impairment. The total capitalized expense is calculated
based on the Statement of Financial Position and is the sum of the following elements included in the
consolidated «Annual Report of year 2023»: line «Additions» in «Tangible fixed assets» (Note 6.1), line
«Additions» in «Intangible assets» (Note 6.3), as well as line «Additions» in «Right of Use Assets» (Note 6.14).
Proportion of the total OpEx
. It was calculated on the basis of operating costs related to research and
development, repair and maintenance of assets or processes corresponding to eligible economic activities
and includes the Taxonomy-eligible operating costs (numerator) divided by the total operating costs for
repair and maintenance as well as operating costs related to research and development. The EU Taxonomy's
definition of operating expenditure includes expenditure on research and development, building renovation,
maintenance and repair, as well as any other direct expenditure related to the day-to-day servicing of
tangible assets.
The information presented in this report complies with the requirements of the Taxonomy Regulation and
the relevant Delegated Regulations issued up to the time of this publication. The relevant guidelines have a
relative margin of interpretation and are constantly adapted to the needs of the process. Taking this into
account, the Group pays particular attention to relevant developments and adjusts its approach depending
on the assumptions and applicable methodology.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
58
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
59
SECTION G
Other information, Treasury shares, Events after the end of the year 2023
1. None of the Group's companies have branches, except for the parent Company, whose old building
located opposite the new industrial plant is considered as a branch. No transfer of the head office of any
of the Group's businesses took place during the 2023 financial year, nor was a relevant decision taken
regarding the opening or operation of any branch.
2. None of the companies participating in the consolidation has shares of par. 1e of article 26 of Law
4308/2014, except for the parent Company, which currently owns 96,450 own shares, with nominal value
of EUR 0.54 per share, acquired in accordance with the more specific regulations and provisions of
Treasury share purchase program, which was approved by the Annual Ordinary General Meeting of
shareholders on June 26, 2020.
3. There are no other significant events that took place after the end of the 2023 fiscal year and up to the
date of preparing of this Report and which are worthy of special mention and reference in this report,
except for the following:
3.1 Change of name of the subsidiary company in Serbia
On 2 February 2024, the competent Authority approved the alteration of the name of the subsidiary company
based in Belgrade, Serbia, from "FLEXOSYSTEMS DOO BEOGRAD" to "FLEXOPACK TRADE AND SERVICES DOO
BEOGRAD". The above amendment was decided in the context of the further harmonization of the Group's
subsidiary companies and strengthening of their recognition.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
60
SECTION H’
CORPOTATE GOVERNANCE STATEMENT
CONTENTS
INTRODUCTION
1. CORPORATE GOVERNANCE
1.1 Concept
1.2 Regulatory framework for corporate governance
2. GREEK CORPORATE GOVERNANCE CODE
2.1 Notification of voluntary compliance of the Company with the Corporate Governance Code
2.2 Deviations from the Corporate Governance Code and their justification. Special provisions of the
Code that the Company does not apply and an explanation of the reasons for non-implementation
2.3 Corporate governance practices applied by the Company in addition to the provisions of the law
PART A – BOARD OF DIRECTORS
Ι. Role
and responsibilities of the Board of Directors
ΙΙ. Size and composition of the Board of Directors
ΙΙΙ. Operation of the Board of Directors
ΙV. Information regarding the current Board of Directors
PART B – COMMITTEES
Ι. Audit Committee
ΙΙ. Remunerati
on and Nomination Committee
PART C- GENERAL MEETING
PART D – INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM
Ι. Internal Control
ΙΙ. Risk Management
PART E – CORPORATE GOVERNANCE SYSTEM
PART F- ADDITIONAL INFORMATION
PART G – SPECIAL STATEMENTS
PART H – SUSTAINABLE DEVELOPMENT POLICY
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INTRODUCTION
1. CORPORATE GOVERNANCE
1.1 Concept
According to the Corporate Governance Principles of the Organization for Economic Cooperation and
Development (OECD), corporate governance means the system of relationships established between the
Company's Management, shareholders, employees and any other interested party, and aims at the
creation, development and viability of strong, healthy and competitive businesses.
As a set of principles, corporate governance is in fact a matter of self-regulation, namely it is not limited
to the application of mandatory, by laws, clauses and regulations, but is based on the voluntary
acceptance and application of rules understood as specific practices.
Based on these rules, the management is exercised, monitored, organized and controlled, the corporate
operations are performed, the relations with the shareholders and the external agents (shareholders,
suppliers, customers, public administration, etc.) that are interconnected with the Company are formed,
the achievement of objectives that have been set, identified and managed real or potential risks.
The promotion of corporate governance principles aims to increase the credibility of the Greek capital
market towards international and domestic investors, to further enhance transparency, improve the
competitiveness of Greek companies and strengthen their internal operating structures. In addition, a
framework of good and adequate corporate governance can, through the consolidation of trust in the
business environment, bring together, in an effective and beneficial way, the interests of business, citizens
and society.
1.2 Regulatory framework for corporate governance
In our country, the corporate governance framework for societe anonyme companies, whose securities
are listed on a regulated market, consists on the one hand in the adoption of mandatory law, on the other
hand in the application of corporate governance principles, as well as in the adoption of best practices
and recommendations through self-regulation.
Specifically, this framework includes:
(a)
Law 4706/2020 (Government Gazette A 136/17.07.2020), with the provisions of which the legislative
framework for corporate governance is substantially reformed and updated, taking into account the
changes in the legislative and regulatory framework governing the action of listed companies at EU level,
during the intervening period since the introduction of Law 3016/2002 (original legislation on corporate
governance) until today, as well as current trends in corporate governance. In particular, the new
regulations seek to substantially upgrade the required organizational structures and corporate
governance procedures of societe anonyme companies, so that they, on the one hand, meet the increased
demands of the modern capital market, and on the other hand, not to affect the functional and decisive
autonomy of the business entity. The aim of the new legislation is to consolidate good and effective
governance practices and consequently to strengthen the confidence of shareholders or their prospective
shareholders.
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(b)
the executive decisions, circulars and recommendations of the Hellenic Capital Market Commission
issued under the authority of the above law;
(c)
certain provisions of Law 4548/2018 as currently in effect and
(d)
the principles, best practices and recommendations of self-regulation, incorporated in the new Greek
Code of Corporate Governance (GCCG), which was drafted by the Hellenic Corporate Governance Council
(ESED) in June 2021 and replaced the Code in force since October 2013.
2. GREEK CORPORATE GOVERNANCE CODE
2.1 Notification of voluntary compliance of the Company with the Corporate Governance Code
The Company, in full compliance and alignment with the provisions of article 17 par. 1 of law 4706/2020,
proceeded under the relevant decision of its Board of Directors dated 16.07.2021 to the adoption and
implementation of the new Greek Corporate Governance Code (available at
),
into which (Code) states that it is subject to the following detailed deviations and exceptions.
2.2 Deviations from the Corporate Governance Code and their justification. Special provisions of the
Code that the Company does not apply and an explanation of the reasons for non-implementation
The central goal of the current Greek Corporate Governance Code (hereinafter for abbreviation purposes
referred to as "Code" or "CGC") is the creation of an accessible and comprehensible reference guide,
which sets in a codified way in a single text, high (higher than mandatory) requirements and specifications
of corporate governance.
In particular, the Code does not address issues that constitute mandatory legal provisions (laws and
regulative decisions); on the contrary, it establishes principles beyond the mandatory framework of
corporate governance legislation and addresses issues that either: (a) are not regulated by law, or b) are
regulated, but the current framework allows selection or derogation, or (c) are regulated to their
minimum content. In these cases, the Code either complements the mandatory provisions, or introduces
stricter principles, drawing on experience from European and international best practices, always guided
by the characteristics of Greek business and the Greek stock market.
The Code is implemented based on the
"Comply or explain" principle
. This principle requires companies
that apply the Code to either comply with all of its provisions, or to justify the reasons for their non-
compliance with its specific special practices. The explanation of the reasons for non-compliance should
not be limited to a simple reference to the practice with which the Company does not comply, but should
be justified in a specific, definite, comprehensible, substantive and convincing manner.
The Company first confirms with this Statement that it faithfully and strictly applies the current
provisions of Greek legislation regarding corporate governance, as in force today (Law 4706/2020, Law
4548/2018 and Law 4449/2017).
However, in relation to the specific practices and principles established by the Code, there are currently
some deviations (including the case of non-application), for which deviations an analysis follows and
explanation of the reasons justifying them.
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In particular, the existing deviations in relation to the specific practices and principles established by
the Code are the following:
The Board of Directors has not adopted Rules of Operation, which at least describes the way it
meets and makes decisions and the procedures it follows.
This deviation is explained by the fact that the provisions of the Articles of Association and the Internal
Operating Regulation of the Company in combination with the existing legal framework (Laws
4548/2018 and 4706/2020) are considered sufficient, reasonable and satisfactory for the general
organization and operation of the Board of Directors, ensure the full, correct, efficient and timely
fulfilment of its duties and the adequate consideration of all issues on which it is called to take decisions
and form a flexible and effective framework of meetings and decision-making.
At the beginning of each calendar year, the Board of Directors does not adopt a meeting
calendar and an annual action plan, which is revised according to the developments and needs of the
Company.
This deviation is reasonably understood by the fact that all the members of the Board of Directors of the
Company are residents of the Attica prefecture and therefore it is easy to convene and meet the Board of
Directors, whenever the needs of the Company or the law impose, without the existence of a
predetermined strict action plan. Furthermore, in the current Articles of Association of the Company there
is now an explicit provision for the possibility of a meeting of the Board of Directors via teleconference,
with respect to some and/or all its members, a practice which the Board of Directors applies whenever
necessary, and therefore it becomes possible to convene it immediately, whenever it is necessary and
appropriate, in order to properly address and resolve the issues that arise and take appropriate decisions.
The Chairman is not elected by the independent non-executive members. Although the
Chairman is elected by the non-executive members, it is not appointed one of the independent non-
executive members either as Vice-Chairman or as a Senior Independent Director.
This deviation is justified by the desire of the Company's Management not to further burden the
independent non-executive members of the Board of Directors with additional duties and responsibilities,
due to the important role they are called to play in the special Committees in which they participate (Audit
Committee and Remuneration and Nomination Committee). After all, the appointment of an independent
non-executive member as Vice-Chairman would make it necessary for him/her to provide daily and
substantial assistance to the Chairman of the Board, especially during the process of organization and
operation of the Board, which may be a deterrent factor regarding the need and obligation of the
independent non-executive member to devote sufficient and necessary time in the performance of
his/her other duties.
The maturity of the options is defined in a period of less than three (3) years from the date of
their granting to the executive members of the Board of Directors.
This deviation is due to the preparation and approval by the Board of Directors, in the context of the
provided by the General Meeting of the shareholders relative authorization, of the existing share
distribution programs to the members of the Board of Directors, the Directors and the employees of the
Company, in the form of option to acquire shares, according to the provisions of article 113 of law
4548/2018, at a time prior to the entry into force of the existing Corporate Governance Code. In any case,
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this deviation is limited and insignificant as the period of maturity of the options is not much shorter than
that provided by the Code, while at the same time the number of options is quantitatively limited.
The contracts of the Board of Directors’ executive members do not provide that the Board of
Directors may demand the return of all or part of the bonus awarded, due to breach of contract terms
or inaccurate financial statements of previous years or generally based on incorrect financial data used
for calculation of this bonus.
This deviation is justified by the fact of non-payment of variable remuneration (bonus) to the executive
members of the Board of Directors, namely remuneration which is related to the achievement of
performance goals of both the executive members and the Company. In any case, the Financial
Management of the Company takes all the necessary measures, in order for any rights to receive
extraordinary remuneration (bonus) to mature and be paid only after the audit and final approval of the
annual financial statements and to avoid the phenomenon of bonus payment based on incorrect or
inaccurate financial statements.
However, in order to comply with the above requirement of the CGC, the Company's Management is
considering the inclusion in the existing contracts of the Board of Directors’ members of a relevant
additional provision regarding the right of the Board of Directors to demand the return of all or part of
the bonus that has been awarded due to breach of contract terms or inaccurate financial statements or
incorrect financial information.
2.3 Corporate governance practices applied by the Company in addition to the provisions of the law
The Company faithfully applies the provisions of the current legal framework regarding corporate
governance, while at the present time there are no applicable practices in addition to the provisions of
the law, since the main purpose and priority of the Company's Management at the present time is the
complete and substantial adoption and implementation of the provisions introduced with the newly
established regulatory framework (Law 4706/2020 and related decisions of the Hellenic Capital Market
Commission).
PART A – BOARD OF DIRECTORS
Ι. Role and responsibilities of the Board of Directors, obligations of its members
1.1
The Company is governed by the Board of Directors, which is responsible for deciding on any action
concerning the management of the Company, the management of its assets, its judicial and extrajudicial
representation and in the general pursuit of its objective.
1.2
The Board of Directors is responsible for:
•
the administration, representation, as well as management of corporate assets,
•
decision-taking on all in general issues concerning the Company within the framework of the
corporate objective, without any restrictions, with the exception of those which according to
the law or the Articles of Association of the Company fall under the exclusive competence of the
General Meeting,
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•
the representation of the Company in Greece and abroad, in front of Public, Municipal and
other Authorities or International Organizations of any nature or natural or legal persons, all in
general the Courts in Greece of all degree and jurisdiction,
•
taking any decision regarding the promotion of the Company's interests,
•
the definition and supervision of the corporate governance system of provisions 1 to 24 of Law
4706/2020, and the periodic monitoring and evaluation, at least every three (3) financial years,
of its implementation and effectiveness, taking the appropriate actions for the addressing of
deficiencies,
•
the assignment of the Internal Audit of the Company to one or more persons, non-members,
•
ensuring the adequate and efficient operation of the internal control system (which includes the
functions of Internal Control, Regulatory Compliance and Risk Management),
•
the management of corporate affairs in order to promote the corporate interest and to
supervise the execution of the Board of Directors and General Meeting’s decisions while
informing the other members about corporate issues,
•
the definition of the values and the strategic orientation of the Company, as well as the
continuous monitoring of their observance, ensuring their alignment with the corporate culture,
•
the diffusion of values and corporate objective in all policies, procedures and behaviors within
the Company, setting for example the appropriate standards of conduct,
•
the planning and monitoring of the implementation of the Company's strategy and the approval
and monitoring of its business plan,
•
determining the extent of the Company's exposure to risks, which it intends to undertake in the
context of achieving its objective and in particular its long-term strategic goals,
•
the definition or/and delimitation of the responsibilities of the Chief Executive Officer as well as
the Deputy Chief Executive Officer, if any,
•
the establishment of a Policy for the identification, avoidance and treatment of conflicts of
interest between the interests of the Company and those of the members of the Board of
Directors or persons to whom the Board of Directors has assigned some of its responsibilities,
•
the determination of the appropriate structures, reference lines and responsibilities to achieve
the Company's objectives,
•
ensuring the smooth succession of its members and senior executives of the Company,
•
its effective operation, its systematic evaluation, as well as of its Committees and its members
and their continuous improvement,
•
the care for the composition and operation of the Board of Directors and its Committees in
accordance with the current legislation, as well as for the compliance with any obligation, as it
derives from the current legislation, as well as from the corporate documents, policies and
procedures governing it as well
•
the other responsibilities as they are provided in the Articles of Association of the Company, its
Operating Regulation and the current legislation.
1.3
The Board of Directors has the ability in general to assign its powers of management and
representation of the Company, except those that require collective action, to one or more persons,
members or not, determining at the same time the extent of this assignment. In any case, the
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responsibilities of the Board of Directors are subject to articles 19 and 99
-100 of Law 4548/2018, as in
force.
1.4 Obligations of the Board of Directors’ members
1.4.1 General
The members of the Board of Directors must, in the exercise of their duties and responsibilities, observe
the law, the Articles of Association and the legal decisions of the General Meeting. They have to make
every effort to carry out their duties, to manage corporate affairs in order to promote corporate interest,
to supervise the execution of the decisions of the Board of Directors and of the General Assembly and to
inform the other members about corporate issues. The custody is judged on the basis of the status of each
member and the duties assigned to him/her by law, the Articles of Association or by decision of the
competent corporate bodies.
1.4.2 Obligation of faith - Conflicts of interest
The members of the Board of Directors have an obligation of faith to the Company. In particular they
must:
(a)
Do not pursue their own interests that contradict the interests of the Company.
(b)
To disclose in a timely and adequate manner to the other members of the Board of Directors their own
interests, which may arise from the Company's transactions, which fall within their duties, as well as any
conflict of their interests with those of the Company or related companies to it according to the meaning
of article 32 of law 4308/2014, which arises during the exercise of their duties. They must also reveal any
conflict between the interests of the Company and the interests of the persons of paragraph 2 of article
99 of Law 4548/2018, if they are related
to these persons. A sufficient disclosure is one that includes a
description of both the transaction and own interests.
The concept of conflict or potential conflict of interest includes:
(i) any direct conflict of interest, i.e. any conflict of interest of a member of the Board of Directors with
the interests of the Company or of a party related to the particular member, and
(ii) any indirect conflict of interest, i.e. any conflict of interest between the interests of the Company and
the interests of parties connected to a member of the Board of Directors (natural or legal persons).
(c)
To keep strict confidentiality about the corporate affairs and the confidential of the Company which
became known to them due to their status as consultants.
(d)
The member of the Board of Directors is not entitled to vote on issues in which there is a conflict of
interest with his/her Company or persons with whom he/she is associated in a relationship subject to
paragraph 2 of article 99 of Law 4548/2018. In these cases the decisions are taken by the other members
of the Board of Directors, and in case the impossibility of voting concerns so many members, so that the
rest do not form a quorum, the other members of the Board of Directors, regardless of their number,
must proceed to convening a General Meeting for the sole purpose of taking this decision
1.4.3 Prohibition of competition
It is prohibited for the members of the Board of Directors who participate in any way in the management
of the Company, as well as to its directors, to act, without the permission of the General Meeting or the
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relevant provision of the Articles of Association, on their own account or on behalf of third parties, acts
subject to the purposes of the Company, as well as to participate as general partners or as sole
shareholders or partners in companies that pursue such purposes.
In case of culpable violation of the previous paragraph prohibition, the Company is entitled to claim
compensation. However, instead of compensation, it may require that, for transactions performed on
behalf of the consultant or the director, these transactions were performed on behalf of the Company,
and that for transactions performed on behalf of a third party, to be granted to the Company the fee for
the mediation or to be assigned to it the relevant receivables.
These receivables expire after one (1) year from the time when the above transactions were announced
at a meeting of the Board of Directors or were notified to the Company. The limitation period, however,
occurs five (5) years after the entry into force of the prohibited act.
ΙΙ. Size and Composition of the Board of Directors
2.1
Composition of the Board of Directors
2.1.1
According to
article 9 of the Company’s current Articles of Association, the Board of Directors
consists of five (5) to fifteen (15) members, who are elected by the General Meeting of Shareholders with
an absolute majority of votes represented in the General Meeting.
2.1.2
The members of the Board of Directors can be shareholders of the Company or not. A member of
the Board of Directors can also be a legal entity. In this case, the legal entity is obliged to appoint a natural
person to exercise the powers of the legal entity as a member of the Board of Directors. The natural
person is fully co-responsible with the legal entity for corporate management.
2.1.3
The members of the Board of Directors are always re-elected and freely revoked by the General
Meeting, regardless of the expiration date of their term.
2.1.4
The General Meeting may also elect alternate members, equal number to the regular members.
Alternate members may be used only to replace members of the Board of Directors who have resigned,
passed away or lost their status in any other way.
2.2 Term of the Board of Directors
The term of the Board of Directors’ members is five years, extended until the expiration of the term within
which the next Ordinary General Meeting must convene and until the relevant decision is taken, but in no
case may it exceed six years.
2.3
Participation in the meeting of the Board of Directors
2.3.1
Each consultant must attend the meetings of the Board of Directors uninterruptedly and devote the
time required for the satisfactory and effective fulfillment of his/her duties.
2.3.2
The unjustified absence or non-representation of a consultant during the meetings of the Board of
Directors for a period longer than six (6) months is equivalent to his/her resignation. The resignation
becomes final from the day that the Board of Directors will decide on it, and its decision is recorded in the
minutes and is notified to the consultant to whom it concerns.
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In the event of an unexcused absence of an independent member in at least two (2) consecutive meetings
of the Board of Directors, this member should be considered as having resigned. In such a case, the
resignation will be established by a decision of the Board of Directors, which will then replace the member,
in accordance with the procedure of par. 4, article 9 of Law 4706/2020.
2.4
Replacement of the Board of Directors’ members
2.4.1
Subject to the provisions of Law 4706/2020 on corporate governance, in case of resignation, death
or any other way of losing the status of member or members of the Board of Directors, the latter may
elect members to replace the missing members. This election is allowed if the replacement is not possible
by alternate members, who may have been elected by the General Meeting. The election by the Board of
Directors is made by decision of the remaining members, provided that there are at least three and is
valid for the remainder of the term of the replaced member. The decision of the election is submitted to
the publicity of article 13 of law 4548/2018 and is announced by the Board of Directors at the next General
Meeting, which can replace the elected members, even if there is no relevant item on the agenda.
2.4.2
In case of resignation, death or in any other way loss of member or members’ status of the Board of
Directors, the remaining members may continue the management and representation of the Company
without replacing the missing members in accordance with the previous paragraph, provided that their
number exceeds half of the members, as they had been before the occurrence of the above events. In any
case, these members may not be less than three (3).
2.4.3
In any case, the remaining members of the Board of Directors, regardless of their number, may
convene a General Meeting with the sole purpose of electing a new Board of Directors.
2.5 Distinction between executive and non-executive members of the Board of Directors
2.5.1
The executive members of the Board of Directors are in charge of the management issues related
to the daily operation of the Company as well as for the implementation of the strategy determined by
the Board of Directors. The executive members regularly consult with the non-executive members of the
Board of Directors on the appropriateness of the strategy implemented.
In cases of crises or risks, as well as when the circumstances require the assumption of measures that are
reasonably expected to significantly affect the Company, such as when decisions are to be made regarding
the development of the business activity and the risks assumed which are expected to affect the financial
position of the Company, the executive members inform the Board of Directors in writing without delay,
either jointly or separately, submitting a relevant report with their estimates and proposals.
2.5.2
The non-executive members of the Board of Directors, including the independent non-executive
members, are responsible for the promotion of the corporate goals and issues and the safeguarding of
the interests of the Company and have, in particular, the following obligations:
(a)
monitor and examine the Company's strategy and its implementation, as well as the achievement of
its objectives,
(b)
ensure effective oversight of executive members, including monitoring and controlling their
performance,
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(c)
consider and express opinions on proposals submitted by executive members, based on existing
information,
(d)
contribute, through constructive criticism, in the development of strategy proposals for all the
Company's issues.
2.5.3
The Board of Directors of the Company, in terms of its independent non-executive members, takes
all necessary measures to ensure compliance with the independence criteria set by the applicable
regulatory framework. With the assistance and support of the Remuneration and Nomination Committee,
the Board of Directors reviews the fulfilment by independent non-executive members of the
independence criteria at least on an annual basis per financial year and before the publication of the
annual Financial Report, which includes relevant finding concerning their independence. Within this
framework, each independent non-executive member completes and submits annually to the Board of
Directors a relevant questionnaire and a responsible statement regarding his/her fulfilment of the
independence criteria.
Following the above, the Board of Directors of the Company after a thorough examination of the
fulfilment by the independent non-
executive members of the defined by the provisions of article 9 par. 1
and 2 conditions of independence, declares, ascertains and confirms that both during the 2023
(01.01.2023-31.12.2023), as well as at the date of approval of this Report, all its independent non-
executive members, and in particular Mr. Ioannis Tsoukaridis, Ioannis Papamichalis and Aliki Benroubi,
continue to meet in their entirety the conditions of independence set by the current regulatory
framework.
2.6 Succession of members of the Board of Directors and CEO
2.6.1
The Board of Directors of the Company during its meeting on 30/12/2022 approved the Policy and
Procedure for the Succession of the Board Members and CEO, which was drawn up with the cooperation
of the Remuneration and Nomination Committee. The Policy aims to ensure on the one hand the orderly
and smooth functioning of the Board of Directors, and on the other hand, the smooth continuity of the
corporate entity and the effective implementation of the business plan and its strategy.
2.6.2
The above Policy applies:
(a)
to all the members of the Company's Board of Directors (executive, non-executive, independent non-
executive),
(b)
to the CEO of the Company, as well as to his/her Deputies (one and/or more) and
(c)
to the members of the various Committees of the Board of Directors.
2.6.3
The Succession Policy and Procedure for the members of the Board of Directors and the CEO includes
the following stages:
recognition of the need to fill the vacancy,
determination and approval of the profile of the position to be filled,
examination of the possibility of filling the position internally from the list of candidates
maintained and updated by the Remuneration and Nomination Committee,
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activation of the possibility of selecting an external candidate, in case there is no suitable
internal candidate, either upon recommendation or through assignment to an external
consultant,
evaluation of the main characteristics and qualifications of the candidates to fill the position
according to the procedure and criteria described in the Succession Policy,
completion of the evaluation process and communication of the results to the interested
parties.
2.6.4
The Company's Remuneration and Nomination Committee evaluates the adequacy and
effectiveness of the Policy, monitors its adoption and implementation, while recording any identified
weakness as well as deficiency and makes the necessary and appropriate proposals-recommendations for
improvement.
2.6.5
The Policy is examined on an annual basis and its content as well as implementation is amended and
reviewed whenever this is deemed appropriate or necessary, following a relevant recommendation by
the Remuneration and Nomination Committee.
2.7 Evaluation of the Board of Directors
2.7.1
The evaluation of the members of Board of Directors is carried out on an annual basis and includes
the assessment of all members (executive, non-executive, independent non-executive), as well as third
parties (non-members of the above body) who are members of the more specific BoD Committees.
2.7.2
The members of the Board of Directors are evaluated:
(a)
on a collective basis, which takes into account the overall operation and effectiveness of the subject
corporate body and
(b)
on an individual basis which entails the assessment of contribution of each member towards the
successful operation of the Board of Directors.
2.7.3
The evaluation of both the collective and individual suitability is carried out on the basis of
questionnaires which are completed by each member of the Board of Directors separately, while
additionally within the framework of individual assessment, private meetings between the Remuneration
and Nomination Committee and the members may be held, if deemed appropriate or necessary. The
members of Board of Directors must answer honestly to all the questions included in the questionnaires.
2.7.4
The criteria based on which the suitability of the members of Board of Directors is evaluated are
defined by Law 4706/2020, the decisions issued by the Hellenic Capital Market Commission under its
authority, as well as by the Company's applicable Suitability Policy that has been adopted and is currently
effective.
2.7.5
The evaluation of the overall performance of the Board of Directors concerns the following: the size
and composition, the existence of diversity among its members, the adequate representation by gender
and the non-application of outdated criteria (e.g. gender, race, color, ethnic or social origin, religion, age,
sexual orientation, etc.) during the recruitment process.
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In any case, the evaluation of the collective suitability of Board of Directors aims to ensure the existence
of a body that consists of the most competent and suitable (fit and proper) individuals, operates in
accordance with the Articles of Association, the Greek Code of Corporate Governance, the Internal
Regulation, the Company's more specific Policies and Procedures, as well as the applicable legislative and
regulatory framework in general. The evaluation also ensures that the Board of Directors is able to take,
through effective cooperation and fruitful exchange of views, the appropriate decisions taking into
account the business model, the risk acceptance level, the business strategy and the conditions of the
market in which the Company activates, while monitoring the actual implementation of the decisions of
top management and exercising constructive criticism in the context of promoting the broader corporate
interests.
2.7.6
The evaluation of the individual suitability of each member of the Board of Directors concerns the
level of performance on an individual basis and the assessment of contribution to the effective operation
and overall performance of the collective body, i.e. BoD.
When evaluating individual suitability, the member's status (executive, non-executive, independent),
his/her participation in special committees, the assumption of specific responsibilities, along with the
theoretical knowledge and professional experience are all taken into account for the benefit of the
company's interests and activities. Additional areas that are being assessed include the time each member
spends in fulfilling the respective duties, the overall personal behavior, the absence of any kind of
compromise, as well as the absence of objective and proven factors that indicate a lack of honesty,
integrity and good reputation.
2.7.7
The Company's Remuneration and Nomination Committee is the competent body for the initiation
of the evaluation process of the Board of Directors as well as for the more specific structure of this process
(internally or via the assistance of an independent external consultant).
2.7.8
In the event that a low level of performance is detected, the Chairman of the Board of Directors
(non-executive member) is being informed. By this manner, an individual meeting with the member of
the Board of Directors can be considered on the one hand for personal briefing and on the other hand for
purposes of discussion about the individual weaknesses or deficiencies that have been identified and also
for taking further actions or implementing procedures, the adoption of which is deemed appropriate as
well as necessary (e.g. further training of the member, removal of specific responsibilities, etc.).
ΙΙΙ. Operation of the Board of Directors
3.1 Formation of the Board of Directors as a body
The Board of Directors immediately after its election by the General Meeting convenes and is formed in a
body, electing among its members by secret voting and by an absolute majority the Chairman and Vice-
Chairman as well as the Chief Executive Officer. The Chairman, when he/she is absent or disabled, is
replaced by the Vice Chairman and him/her, the Consultant appointed by the Board of Directors. The Chief
Executive Officer, when absent or disabled, is replaced by the Consultant appointed by the Board of
Directors. The award of the position of Chairman or Vice-Chairman and the Chief Executive Officer is not
considered incompatible for the same person.
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3.2 Board of Directors meetings
3.2.1
The Board of Directors meets whenever required by law, the Articles of Association or the needs of
the Company, at its headquarters or in the region of another Municipality within the prefecture of the
headquarters. The Board of Directors meets validly outside its headquarters in another place, either at
resident country or abroad, provided that all its members are present or represented at the meeting and
no one objects to the holding of the meeting and the decision-making.
3.2.2
The Board of Directors may meet by teleconference with respect to some or all of its members. In
this case, the invitation to the members of the Board of Directors includes the necessary information and
technical instructions for their participation in the teleconference.
3.2.3
During the closing year 2023 twenty nine (29) meetings of the Board of Directors took place. All of
its members participated in all the above meetings (fully-attended meeting).
3.3
Convening of the Board of Directors
3.3.1
The Board of Directors is convened by its Chairman or his/her deputy with an invitation notified to
its members, in which the items of the agenda must be clearly stated, otherwise decisions are allowed
only if all the members of the Board of Directors are present or represented and no one objects to decision
making.
3.3.2
The convening of the Board of Directors can be requested by at least two (2) of its members with
their request to its Chairman or his/her deputy
, in accordance with the provisions of article 91 par. 3 of
law 4548/2018.
3.4 Quorum - Decision making of the Board of Directors
3.4.1
The Board of Directors is in quorum and meets validly, when is present or represented to it half (1/2)
plus one consultant, but the number of present or represented members can never be less than three (3).
In order to find the quorum number, any resulting fraction is omitted.
3.4.2
The decisions of the Board of Directors are validly taken by an absolute majority of the members
present or represented. In case of a tie, the vote of the Chairman of the Board of Directors shall not
prevail. Each Consultant has one (1) vote. Each consultant can validly represent only one consultant.
Representation may not be assigned to persons who are not members of the Board of Directors. The
voting in the Board of Directors is open, unless with its own decision it is decided that on the specific issue
a secret voting will be held, in which case the voting is conducted with a ballot paper.
3.5
Board of Directors’ minutes
3.5.1
The discussions and decisions of the Board of Directors are recorded briefly in a special book, which
can also be kept electronically. At the request of a member of the Board of Directors, the Chairman is
obliged to record in the minutes a summary of his/her opinion. The Chairman has the right to refuse to
record an opinion, which refers to issues obviously off the agenda or its content is clearly contrary to good
morals or the law. In this book it is also recorded a list of members present or represented at the meeting
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of the Board of Directors. The minutes of the Board of Directors are signed by the present members. In
case of refusal of signing by a member, a relevant mention is made in the minutes.
3.5.2
Copies and extracts of the minutes of the Board of Directors are certified by the Chairman or his/her
deputy, in case of impediment, by the General Manager of the Company or by the person appointed by a
decision of the Board of Directors of the Company.
3.5.3
Copies of minutes of Board of Directors meetings for which there is an obligation to register them
in the G.E.M.I., according to article 12 of law 4548/2018 or other provisions, there are submitted to the
competent service of G.E.M.I. within twenty (20) days from the meeting of the Board of Directors.
3.5.4
The preparation and signing of minutes by all members of the Board of Directors or their
representatives is equivalent to a decision of the Board of Directors, even if no previous meeting has taken
place. This arrangement also applies if all consultants or their representatives agree to have their majority
decision recorded in a minutes without a meeting. The relevant minutes are signed by all Consultants.
Signatures of consultants or their representatives can be replaced by exchanging messages by e-mail or
other electronic means.
ΙV. Information for the current Board of Directors and the Committees of the Company
4.1
In the context of the full, substantial and effective compliance and harmonization of the Company
with the requirements and regulations of the new law 4706/2020 (Government Gazette A
136/17.07.2020) on corporate governance, the Annual Ordinary General Meeting of shareholders of June
25, 2021 elected a new nine-
member (9
-member) Board of Directors with a five-year term, namely until
25.06.2026, extended until the expiration of the deadline within which the next Ordinary General Meeting
must convene and until a relevant decision is made, consisting of the following members:
1) Georgios Ginosatis of Spyridonas,
2) Stamatina Ginosati of Georgios,
3) Stamatios Ginosatis of Spyridonas,
4) Asimina Ginosati of Dimitrios,
5) Dimitrios Ginosatis of Stamatis,
6) Spyridonas Ginosatis of Stamatis,
7) Ioannis Tsoukaridis of Petros,
8) Ioannis Papamichalis of Eustratios and
9) Aliki Benroubi of Sam Samouil.
4.2
At the same time with this decision of the above Annual Ordinary General Meeting of the shareholders
has defined as independent members of the Company’s Board of Directors Messrs.: 1) Ioannis
Papamichalis of Eustratios, 2) Ioannis Tsoukaridis of Petros and 3) Aliki Benroubi of Sam Samouil, who
meet the who fully meet the conditions and criteria of independence set by the current legislative and
regulatory framework (artic
le 9 par. 1 and 2 of l. 4706/2020), namely:
(a)
do not
hold directly or indirectly percentage of voting rights greater than 0.5% of the Company’s share
capital and
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(b)
are free from any dependent relationship with the Company or persons related to it and maintain no
financial, business, family or other relationship, which may affect their decisions and their independent,
objective and impartial judgment.
4.3
The above elected Board of Directors was formed into body as follows:
1) Georgios Ginosatis of Spyridonas, Chairman of the Board of Directors (Non-Executive Member).
2) Stamatina Ginosati of Georgios, Vice-Chairman of the Board of Directors (Executive Member).
3) Stamatios Ginosatis of Spyridonas, Chief Executive Office (Executive Member).
4) Asimina Ginosati of Dimitrios, Member of the Board of Directors (Executive Member).
5) Dimitrios Ginosatis of Stamatis, A’ Deputy Chief Executive Officer (Executive Member).
6) Spyridon Ginosatis of Stamatios, B’ Deputy Chief Executive Officer (Executive Member).
7) Ioannis Tsoukaridis of Petros, Member of the Board of Directors (Independent Non-executive Member).
8) Ioannis Papamichalis of Efstratios, Member of the board of Directors (Independent Non-Executive
Member).
9) Aliki Benroubi of Sam Samouil, Me
mber of the Board of Directors (Independent Non-Executive
Member).
The composition of the existing and legally elected Board of Directors of the Company fully covers the
appropriate and effective exercise of its duties and responsibilities, reflects adequately the size,
organization and mode of operation of the Company that requires speed and flexibility, due to the strong
export orientation and the very high percentage of extroversion, achieves adequate staffing of both
existing and new Committees set up to strengthen the supervisory role of the Board of Directors, and it is
distinguished for the diversity of knowledge, skills, qualifications and experience, elements that can
contribute decisively to the promotion and achievement of the corporate objectives and plans of the
Company.
Particularly and according to the above, the Company’s Board of Directors is consisted of:
•
4/9 (44.4%) non
-executive members
•
3/9 (33.3%) independent non
-executive members
•
3/9 (33.3%) women
4.4
The minutes of 25.06.2021 of the Annual Ordinary General Meeting of the Company's shareholders
regarding the election of a new Board of Directors as well as the minutes of 25.06.2021 of the Board of
Directors on its formation into body and the granting of commitment and representation rights of the
Company were registered in the General Commercial Registry (G.E.MI) on 08.07.2021 with Registration
Code Numbers (RCN) 2578692 and 2578693 respectively, issued in relation to it with protocol number
2400213/08.07.2021 of the relevant announcement of the Ministry of Development and Investment
(General Secretariat of Commerce & Consumer Protection, General Directorate of Market, Directorate of
Companies, Department of Supervision of Listed SAs & Sports SA)
4.5
As of December 31, 2023 as well as on the date of publication of this Report, the composition of the
Board of Directors is as follows:
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4.6
Regarding the proper operation of the Board of Directors and the day-to-day management and control
of the Company's activities, there is a clear separation of responsibilities at the management level. The
duties of the Chairman of the Board of Directors and those of the Chief Executive Officer are exercised by
different persons, while in full compliance with the provision of par. 1 of article 8 of Law 4706/2020 the
Chairman of the Board of Directors is a non-executive member. In particular and in accordance with the
provisions of the current Operating Regulations of the Company:
4.6.1 Chairman of the Board of directors
The Chairman of the Board of Directors, who is a non-executive member, chairs the meetings of this
corporate body and is responsible for organizing and coordinating its work in order to achieve its efficient
and effective operation.
The responsibilities of the Chairman of the Board of Directors include the following:
•
ensuring the good organization and efficiency of the Board of Directors’ work and its
Committees,
•
setting the items on the daily agenda, ensuring that the Board of Directors takes decisions on all
matters within its remit and devotes the required time to issues that concern it,
•
convening and chairing the meetings of the Board of Directors and ensuring their effective
conduct through the encouragement of constructive dialogue and the effective contribution of
the views of the Board of Directors’ members,
•
ensuring the timely and correct information of the Board of Directors’ members for the
preparation of its meetings,
Full Name
Capacity
Date of Election
End of Term
& Re-election
Chairman of BoD
25.06.2021
25.06.2026
Non-Executive Member
Stamatina Ginosati
Vice Chairman of BoD
25.06.2021
25.06.2026
Executive Member
Stamatios Ginosatis
Chief Executive Officer (CEO)
25.06.2021
25.06.2026
Executive Member
Asimina Ginosati
Executive Member
25.06.2021
25.06.2026
Dimitrtios Ginosatis
First Deputy CEO
25.06.2021
25.06.2026
Executive Member
Spyridon Ginosatis
Second Deputy CEO
25.06.2021
25.06.2026
Executive Member
Ioannis Tsoukaridis
Independent Non- Executive Member
25.06.2021
25.06.2026
Ioannis Papamichalis
Independent Non- Executive Member
25.06.2021
25.06.2026
Aliki Benroubi
Independent Non- Executive Member
25.06.2021
25.06.2026
Georgios Ginosatis
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•
ensuring constructive relations between executive and non-executive members and creating an
open-minded culture,
•
ensuring the effective communication of the Board of Directors with the shareholders, so that
their positions on important issues are understood,
•
cooperation with the Chief Executive Officer and the Corporate Secretary for the preparation of
the Board of Directors and the full information of its members,
•
overseeing the evaluation process of the Board of Directors for the effective fulfillment of its
duties,
•
all other responsibilities that, as the case may be, are mentioned in the Company's Articles of
Association and / or in the current legislation.
4.6.2
Chief Executive Officer
The Chief Executive Officer is the Executive Member of the Board of Directors to whom are assigned the
responsibilities for the management of the Company and its representation, acting within the limits of the
powers and responsibilities set by the current legislation, the Articles of Association, the specific decisions
of the Board of Directors, the Regulations and Policies that govern the organization and operation of the
Company. In particular, the CEO has the following responsibilities:
•
conducts every act of administration, management and representation of the Company within
the framework of the powers and responsibilities assigned to him/her by the Board of Directors,
•
decides on all general issues concerning the Company within the framework of the corporate
objective,
•
executes the decisions of the Board of Directors,
•
is responsible for the implementation of the corporate strategy as defined by the Board of
Directors,
•
further delegates the exercise of the powers and responsibilities assigned to him/her to third
parties, employees or not of the Company, members or not of the Board of Directors, in general
or for only certain acts, within the scope of the powers assigned to him/her, determining at the
same time the scope of this assignment,
•
ensures the immediate availability to the members of the Board of Directors of any information
that becomes necessary for the performance of their duties,
•
cooperates with the Chairman of the Board of Directors and the Corporate Secretary for the
preparation of the Board of Directors and the full information of its Members,
•
consults at regular intervals with the non-executive members of the Board of Directors on the
appropriateness of the corporate strategy in its implementation,
•
informs the Board of Directors in writing without undue delay, either alone or together with the
other executive members of the Board of Directors, submitting a relevant report with the
assessments and proposals, when there are situations of crisis or risk, as well as when the
circumstances require them to be taken measures, which are reasonably expected to significantly
affect the Company, such as when decisions are to be made regarding the development of the
business activity and the risks taken, which are expected to affect its financial position.
4.6.3 Vice-Chairman of the Board of Directors
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The Vice Chairman of the Board of Directors replaces the Chairman in his/her duties, in cases where the
Chairman is prevented from exercising them and in general where provided by the Company's Articles of
Association and the law. The Vice Chairman of the Board of Directors, in addition to his/her responsibilities
related to the operation of the Board of Directors, and to the extent that he/she retains executive
capacity, will exercise the executive responsibilities provided to him/her by the relevant powers of the
Board of Directors, in order to participate in all decisions which substantially affect the course of the
Company.
4.6.4 Deputy Chief Executive Officer
The Deputy Chief Executive Officer is an Executive Member of the Board of Directors of the Company and
replaces the Chief Executive Officer, when he/she is absent or prevented from performing any of his/her
duties. More than one executive member of the Board of Directors may be appointed as Deputy Chief
Executive Officers, while the extent of responsibilities assigned to them is delimited by the Board of
Directors by special decision.
4.6.5 Corporate Secretary
It is a support body of the Board of Directors according to the Greek Code of Corporate Governance.
Appointed and revoked by the Board of Directors, is not a member of it and attends its meetings. The
main responsibilities of the Corporate Secretary are the following:
•
providing practical support to the Board of Directors of the Company in terms of its compliance
with the internal Policies and Procedures of the Company, the relevant laws and regulations and
the effective operation of the Board of Directors,
•
ensuring, in consultation with the Chairman, the immediate, clear and complete information of
the Board of Directors, the inclusion of new members, the organization of General Meetings, the
facilitation of communication of the shareholders with the Board of Directors and the facilitation
of communication of the Board of Directors with senior executives.
4.7 Curriculum vitae of members of the Board of Directors and senior executives
4.7.1
The brief CVs of the Members of the Board of Directors are as follows:
Georgios Ginosatis, Chairman of the Board of Directors (Non-Executive Member)
He is one of the founders of FLEXOPACK with industrial and administrative experience for over forty years.
He has been educated on polymer technology and processing.
For a number of years he was an elected Consultant at the Athens Chamber of Commerce and Industry.
He was the Chairman of the Board of Directors and Chief Executive Officer of FLEXOPACK from January
1989 until June 2021, when he assumed the
capacity of the Chairman of the Board of Directors.
Stamatios Ginosatis, Chief Executive Officer (Executive Member)
He has industrial administrative and laboratory experience of more than forty years. He is one of
FLEXOPACK’s founders.
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His vision, business thinking and international experience have contributed to the significant growth of
the Group, making the Group one of the leaders in Europe in the field of flexible plastic packaging of the
food industry.
He served as Vice-Chairman of the Board of Directors and Deputy Chief Executive Officer of
FLEXOPACK
from January 1989 until June 2021, when he assumed the capacity of Chief Executive Officer.
He studied Chemistry at the Aristotle University of Thessaloniki and holds a M.Sc. from the City University
of London in polymer technology.
Ginosati Stamatina, Vice-Chairman of the Board of Directors (Executive Member)
She is the head of the Human Resources Management (HR) Department of the Group. She holds a degree
in Economics and Business Administration (Maitrise Economie et Gestion de l'entreprise) from the
University of Aix - Marseille II in France as well as long-term work experience in the Company and later in
the Group, as she has been actively employed since 2002 until today, while she was elected as a member
of the Board of Directors in June 2017.
Ginosati Asimina, Member of the Board of Directors (Executive Member)
She has significant administrative experience and knowledge of the Company's objective, employed in a
dependent employment relationshi
p since 1986 continuously until today, participating in the close
management team with the Company's founders and having assumed responsibility for both the
Company's Credit Control Department and broadly of the Group, as well as the supervision of
organizational and administrative operations. She was elected as an executive member of FLEXOPACK’s
Board of Directors on January 1989.
Ginosatis Dimitrios, First Deputy Chief Executive Officer (Executive Member)
He is the Business Development Manager of Flexopack Group and he has held various positions of
responsibility in the organization during his 15-year term.
He has extensive experience in the production, research and development of flexible packaging products
and holds patents on plastic packaging.
He was
born in 1980 in Athens and holds a B.A. in Computer Science from Brown University in the USA
and M.Sc. in Polymer Science from Michigan State University. He is member of FLEXOPACK BoD as of June
2017.
Ginosatis Spyridonas, Second Deputy Chief Operating Officer (Executive Member)
He is the Head of Operations of FLEXOPACK Group with experience of more than 10 years in the polymer
processing industry.
He has been an executive in financial and business sector before joining the team of Flexopack.
He was born
on 1983 in Athens and holds a B.Sc. on applied Mathematics from the University of Brown
USA.
He is member of FLEXOPACK BoD as of June 2017.
Tsoukaridis Ioannis, Member of the Board of Directors (Independent Non-Executive Member)
He is a graduate of the Athens University of Economics and Business.
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He started his career in 1973 with a small printing house and managed to achieve a continuous growth of
his customer base. In 1979 it made a turn by expanding the activity of the printing house, entering the
boxi
ng industry and turning PAPERPACK into the Leader of the boxing industry in Greece. From 1996 to
the end of 2020 he was the Chairman and CEO of the listed company on the Athens Stock Exchange
PAPERPACK SA, of which he was the main shareholder.
He is member of FLEXOPACK BoD as of June 2021.
Papamichalis Ioannis, Member of the Board of Directors (Independent Non-Executive Member)
He is a graduate of the University of Thessaloniki and holds a Master in Business Administration (M.B.A in
Finance) from Georgia State University.
He worked from 1980 to 1987 in TITAN CEMENTS SA in the Department of Studies and Internal Audit.
From 1987 to 1993 he was the Head of Studies, Planning and Internal Audit at VARNIMA CORPORATION
INTERNATIONAL and from 1993 to 2017 he held
the position of Chief Financial Officer at AVIN
INTERNATIONAL S.A.
He is member of FLEXOPACK’s Board of Directors as of June 2021.
Benroubi Aliki, Member of the Board of Directors (Independent Non-Executive Member)
Chairman and CEO of Benroubi SA. She studied Economics at the H.E.C. of Lausanne and the Deree College
of Athens. From the beginning of her career she worked in the Benroubi family business, a dominant
company in the field of import and distribution of renowned international companies’ electrical
appliances. Since 2002, she is the creator of the small electrical appliances brand IZZY, which currently
holds a leading position in the Greek market.
She is member of FLEXOPACK’s Board of Directors as of June 2018.
4.7.2
The brief CVs of the Company’s senior management are as follows:
Pelonis Panagiotis– Factory Director
He holds a degree in Electrical Engineer from Western Michigan University in the USA.
He is employed in the Company as of December 1999, where he holds the position of Factory D
irector.
Rousos Georgios–R&D Director
He is in charge of the Research and Development Department of the Group. He has a bachelor's degree
in Chemical Engineering from M.P.U.
He has long-term work experience in the Company and later in the Group, as he has been actively
employed since May 1997 until today.
Mantzoros Dimitrios– Group Commercial Director
He has a bachelor's degree in Electrical Engineering from M.T.U. and after a long working experience in
the Company and later in the Group he holds the position of Commercial Director of the Group.
Vasilis Kyrou – Sales Director
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It is Dr. Chemical Engineer, graduate of the Polytechnic School of AUTh, 1983, with MSc and PhD in
Chemical Engineering, from Syracuse University, NY, USA. Has long-term professional experience in sales
topics in the International Market.
From 1991 to 1998 he worked in various industrial companies, initially as R&D Manager and Technical
Director and then as Commercial Director (El. Hatzopoulos SA, N. Vamvalis SA).
As of October 1998
he started working as Export Director of Flexopack, where he continues to this day as
Sales Director.
Koumoutsos Antonis -Group Supply Chain Director
He is in charge of the Supply Chain Department of the Group. He has a bachelor's degree in Chemical
Engineering from M.P.U. and a postgraduate degree from Cranfield University U.K. as well as M.B.A. from
E.U.A., as well as long-term work experience in the Company and later in the Group, as it has been actively
employed since the year 2001 until today.
Anastasios Lymperopoulos –Financial Director
He is a graduate of the Department of Economics of the National Kapodistrian University of Athens and
has long-
term professional experience in the field of Finance. From February 1982 to December 1994 he
worked in various commercial and industrial companies holding the position of Accounting Director,
among them in the companies "ORGANON HELLAS SA" and "ORGANON TECHNICS HELLAS SA” of the
“AKZO” group.
From April 1995 to December 1996 he was the Financial Director
of the company AGROTIKOS OIKOS
SPYROU SA.
At FLEXOPACK he started working as of January 1997, where from then until today he holds the position
of Financial Director of the Group.
4.8 Professional commitments of members of the Board of Directors
According to the statements of the members of the Board of Directors, the following other professional
commitments have been notified to the Company, including significant non-executive commitments to
companies and non-profit organizations:
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Member of BoD
Professional Commitment - Other Companies of the Group
Georgios Ginosatis
-
Stamatina Ginosati
DISPI S.A. (BoD Member)
TECHNOPLASTIKI S.A. (Chairman of BoD & shareholder)
EGGEIA Ι.Κ.Ε. (Administrator & shareholder)
ANELIXIS I.K.E. (shareholder)
Stamatios Ginosatis
-
Asimina Ginosati
-
Dimitrtios Ginosatis
DISPI S.A. (Chairman of BoD & shareholder)
APIRON RECYCLING S.A. (BoD Member)
TECHNOPLASTIKI S.A. (Vice-Chairman of BoD & shareholder)
Spyridon Ginosatis
DISPI S.A. (Vice-Chairman of BoD & shareholder)
TECHNOPLASTIKI S.A. (BoD Member & shareholder)
APIRON RECYCLING S.A. (Chairman of BoD)
ANELIXIS I.K.E. (Administrator)
Ioannis Tsoukaridis
FIVE J&B S.A. (Shareholder)
KARELIAS TOBACCO SOCIETE ANONYME (Non-Executive Member of BoD)
PAPERPACK S.A. (Non-Executive Member of BoD)
Ioannis Papamichalis
-
Aliki Benroubi
NEA BENROUBI S.A. (Chairman of BoD - CEO & shareholder)
BENROUBI REAL ESTATE (Chairman of BoD - CEO & shareholder)
Member of BoD
Professional Commitment - Other Companies of the Group
Georgios Ginosatis
-
Stamatina Ginosati
-
Stamatios Ginosatis
-
Asimina Ginosati
-
Dimitrtios Ginosatis
FLEXOPACK PTY LTD (Director)
FLEXOPACK PROPERTIES PTY LTD (Director)
FLEXOPACK ΝΖ LIMITED (Director)
FLEXOPACΚ TRADE AND SERVICES UK LIMITED (Director)
FLEXOPACK FRANCE (Director)
FLEXOPACK USA INC. (President of BoD & Secretary)
FLEXOPACK IRELAND LIMITED (Director and Secretary)
FLEXOPACK DENMARK ApS (Director)
Spyridon Ginosatis
FLEXOPACK POLSKA Sp z.o.o (BoD Member)
FLEXOPACK INTERNATIONAL LIMITED (Director)
FLEXOPACK PTY LTD (Director)
FLEXOPACK PROPERTIES PTY LTD (Director)
FLEXOPACK ΝΖ LIMITED (Director)
FLEXOPACΚ TRADE AND SERVICES UK LIMITED (Director)
FLEXOPACK FRANCE (Director)
FLEXOPACK USA INC. (Vice President of BoD andTreasurer)
FLEXOPACK IRELAND LIMITED (Director)
FLEXOPACK DENMARK ApS (Director)
Ioannis Tsoukaridis
-
Ioannis Papamichalis
-
Aliki Benroubi
-
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It is noted that none of the members of the Board of Directors of the Company participates in the Boards
of Directors of more than five (5) listed companies.
4.9
Suitability Policy of the Board of Directors
4.9.1
As the Board of Directors is the highest governing body of the Company, which is responsible for
formulating the strategy, orientation and business plan of the Company, defending the general corporate
interest and strengthening its long-term economic value, it is absolutely necessary that its composition
should reflect the knowledge, skills and experience required to exercise its responsibilities, in accordance
with the business model and strategy of the Company, its size, structure, activities and operating
environment, the complexity of its functions and its special institutional role and character.
4.9.2
The Annual Ordinary General Meeting of Shareholders of June 25, 2021 approved the Suitability
Policy prepared on behalf of the Management, which aims to ensure quality and proper staffing, smooth
operation and effective fulfillment of the role of the Board of Directors, as a collective body, for the
purpose of promoting the corporate purpose and defending the corporate interest.
The Suitability Policy has been designed by a clearly and defined way and includes both the principles
governing the selection, replacement and / or renewal of the Board of Directors members’ term, and the
criteria for assessing their suitability, including the criteria which satisfactorily ensure the diversity of the
composition of the Board of Directors, in accordance with applicable law, and are harmonized with the
operational organization of the Company and in particular the strongly extroverted nature of it and the
Group more broadly, taking into account that its activities extend , except European, and in international
markets in which the Group has achieved a significant degree of presence and creation of a competitive
position.
4.9.3
In accordance with the approved and current Suitability Policy, both in the election of new Board of
Directors’ members, and in case of replacement or replenishing or renewal of the term of existing
members, the Remuneration and Nomination Committee takes into account the criteria related to
individual and collective suitability always in the light of the corporate values, the strategy and the general
business model that has been adopted and applied by the Company.
Ι. Individual suitability
Especially the individual suitability is being assessed based on the following criteria:
(a) Adequacy of knowledge and skills
The capacity of the Board of Directors member is directly related to the performance of administrative
duties, which dictate:
(a)
appropriate and adequate background of academic education and training and
(b)
previous related professional experience.
Particularly there are taken into account:
•
the description of the specific responsibilities and duties related to the position of the member
of the Board of Directors,
•
acquired knowledge and skills at academic and general theoretical level,
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•
the required skills in relation to the tasks to be performed (hard and soft skills),
•
the relevant practical and professional experience, which especially for the executive members
of the Board of Directors is interwoven either with the holding of a position of responsibility, or
with the exercise of business activity for a sufficient period of time,
•
the sufficient knowledge and understanding of the activities and the complexity of the business
model of the Company but also of the Group in general and especially in the light of the
international character of the corporate activities,
•
adequate knowledge and understanding of the legal framework and the Code of Corporate
Governance implemented by the Company.
(b) Guarantees of morality and reputation
The members of the Board of Directors must have proven credibility, good reputation and ethics, which
is determined mainly by their honesty and integrity.
In particular it is taken into account
•
the non-existence of objective and proven reasons who indicate a lack of honesty and good
reputation such as, as an example, final administrative and judicial decisions, in particular for
offenses related to membership of the Board of Directors, non-compliance with the legislation
of the Hellenic Capital Market Commission or in general financial offenses
•
the relevance of any offenses to the role of the member, their degree of seriousness, the
general conditions of conduction including any mitigating factors and the role of the person
involved, the sentence imposed and any remedial measures;
•
the existence of a decision by any competent authority to exclude the member from the
exercise of duties as a member of the Board of Directors,
•
the time elapsed since the commission of the offense,
•
the general behavior of the person after the commission of the offense.
(c) Conflict of interests
According to the Policy and Procedure for the Prevention & Management of Conflict of Interest Situations
adopted by the Company, a conflict of interest is defined as any real or potential situation (professional,
personal or other situation or relationship), in which the private interests of the liable person may are
contrary to the interests of the Company or may affect the ability of the liable person to assess a situation
or his/her judgment to make a decision independently, impartially and based on the interest of the
company and which has the possible effect that the interests of the Company are at risk.
The members of the Board of Directors must strictly follow and apply the framework of policies,
mechanisms and procedures for the purpose of prevention, recognition and effective treatment and
management of conflict of interest situations, in accordance with the specific provisions of both the above
policy and the company’s Operating Regulation.
(d) Independence of judgement
The members of the Board of Directors must act with an independent judgment, which is not only ensured
by the absence of conflict of interest and the fulfillment of the conditions of independence in accordance
with current legislation, but requires active participation of members in the meetings of the Board of
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Directors and expression of independent and objective judgments. In particular, the following must be
ensured:
•
the absence of any kind of compromise in the exercise of their duties as members of the Board
of Directors,
•
the exemption from conditions that prevent the member of the Board of Directors from
exercising his/her duties in an independent and impartial manner,
•
the assistance of behavioral skills for the purpose of substantively evaluating the proposals and
views of the other members of the Board of Directors in a way that promotes constructive
decision-making,
•
the ability to formulate and support a personal opinion and to avoid indiscriminate or mass
adoption of positions that may be expressed by the other members of the Board of Directors
(group thinking).
(e) Allocation of sufficient time
The members of the Board of Directors must have the necessary time for the orderly and effective exercise
of the duties related to their position. In particular, the following shall be taken into account in
determining the adequacy of the time available:
•
the status and the specific responsibilities and duties of the member of the Board of Directors,
•
his/her participation in the Committees of the Board of Directors,
•
the possible holding of positions and responsibilities on the Boards of Directors of other
companies and / or legal entities,
•
other professional obligations, personal commitments, age and special personal circumstances of
each member of the Board of Directors.
The executive members, in particular, of the Board of Directors, whose duties are directly related to
the promotion of the corporate activities and the best possible promotion of the corporate purpose,
must have sufficient time to fulfil all the related obligations. For this purpose, the Company provides
information to each candidate member about the expected time, which is required for the proper
fulfilment of his/her duties both at the meetings of the Board of Directors, and at the meetings of the
individual Committees, of which he/she may be a member.
ΙΙ. Collective suitability
The Board of Directors in the context of its operation as a collective body must be able to:
(a)
make appropriate decisions taking into account the business strategy, business development model,
the range of risks taken, as well as the specific conditions prevailing in each market (domestic, European
and international) in which the corporate activities take place, and
(b)
to effectively monitor the decisions of senior management and to exercise constructive criticism in the
context of promoting the corporate interest.
In the context of the above dual mission, the Board of Directors must have a sufficient number of
members, who have the appropriate knowledge and experience in each area related to collective
responsibility, so that the management body of the Company can exercise effective management,
supervision and oversight of corporate affairs.
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The main areas of collective responsibility include:
•
business planning and organization in general,
•
the key risks associated with the exercised business activity, the ability to identify and properly
manage them,
•
in the applicable financial information and reporting framework,
•
adequate knowledge and understanding of issues related to corporate governance,
•
compliance with the legislative, regulatory in general framework.
ΙΙΙ. Diversity criteria
The Suitability Policy, which has been adopted and implemented by the Company in the context of
promoting an effective corporate governance model, promotes the diversity criteria during the selection
process of the members of the Board of Directors,
and of the management and supervisory bodies of
the Company, so that they are made up of a multi-collective team based on sufficient degree of
differentiation.
The adoption of diversity criteria and the evaluation of the specific qualifications and experiences of each
member are related in particular to:
(a)
the avoidance of outdated and anachronistic social stereotypes in assessing the suitability of members,
(b)
promoting different views within the institution in order to make it more effective in decision-making,
and
(c)
the pursuit of integrating innovative approaches and ideas into the decision-making process. More
specifically, the basic criteria of the intended diversity of composition of the Board of Directors and the
management and supervisory bodies of the Company are as follows:
•
the minimum percentage (25% of the total members) representation by gender,
•
the prohibition of exclusion of a candidate or active member of the Board of Directors due to
different gender, race, color, ethnic or social origin, religion or belief, property, birth, disability,
age or sexual orientation.
The members of the current Board of Directors as well as of the committees cover a wide age range
(between 40 and 80 years), combine dynamics and experience, are distinguished for their ethics,
reputation, reliability and integrity of character, have worked in high positions and have been senior
executives of important companies, as a result of which they have rich experience in the business field
and are able to actively and substantially contribute to the development prospects of the Group in the
geographical areas of its activity.
The current composition of the Board of Directors increases the pool of skills, experience and vision that
the Company has, at the level of senior executives, thus contributing to the further enhancement of its
productivity, competitiveness and innovation.
4.9.4
The full text of the Suitability Policy of the members of Board of Directors is available on the
Company's website https://flexopack.com/investor relations/corporate governance/policies .
4.10 Remuneration of Board of Directors’ members
4.10.1
An essential and fundamental condition for the long-term growth and the ensuring of the
Company’s stable presence in the market, in which it operates is the harmonization and alignment of the
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Board of Directors members’ remuneration with the profitability, capital adequacy, competitiveness and
sustainable development of the Company.
In this context, the Company has established, maintains and applies basic principles and rules regarding
the remuneration of the Members of the Board of Directors (hereinafter "Remuneration Policy") that
contribute at maintaining the Company's competitiveness, maximizing its long-term financial value and
avoiding taking over excessive risks, due to the payment of exorbitant salaries, which are not in line with
the prevailing economic conditions and the wider financial environment.
4.10.2
In particular, the Remuneration Policy:
•
provides incentives for attracting young people as well as retains capable executives with high
theoretical training, long-term professional experience and efficiency in the performance of their
duties, in order to strengthen and maximize the financial value of the Company,
•
ensures the provision of a competitive remuneration package, adapted to the market conditions
in which the Company operates,
•
contributes to ensuring the capital adequacy and liquidity of the Company at the most satisfactory
level,
•
promotes each time the business strategy, goals, values and interests of the Company,
•
enhances internal transparency and clarity of the fees that fall under its regulatory scope,
establishes a system of meritocracy, justice and proportionality aligned with the hierarchical
structure and the importance of the respective responsibilities,
•
aligns the goals of the Company with the goals of shareholders and stakeholders, discouraging
and limiting the probability of any conflict of interest.
4.10.3
The current Remuneration Policy of the Company was approved, in accordance with the provisions
of article 110 of law 4548/2018, by the Annual Ordinary General Meeting of shareholders of June 16th,
2023, was registered in the General Commercial Register on 18/07/2019 and the validity period stands at
four (4) years, unless the General Meeting within this period decides to amend it.
The
full
text
of
the
Remuneration
Policy
is
available
on
the
Company's
website
https://flexopack.com/investor relations/corporate governance/policies .
The Remuneration Policy applies in accordance with the article 110, paragraph 1 of Law 4548/2018 to all
members of the Board of Directors (executive and non-executive, with the necessary differences
mentioned below) including the Chief Executive Officer (one and / or more, if any), their deputy members,
if any, and the top managers, in accordance with the definition of article 2 of Law 4706/2020 (including
General Managers - Administrative Officers, as defined in the Company's Internal Operating Regulation
and in accordance with the definition of IAS 24 , as well as the Head of the Internal Control Unit).
The current Policy is also applied to the significant subsidiaries of the Group, with the aim of the universal
application of the rules on the fees and other compensation, and in order to steer clear of any adoption
of generally contradictory regulations within the companies of the Group.
4.10.4 Remuneration of Executive Members
According to the specific provisions of the current Remuneration Policy of the Company, the Executive
Members of the Company’s Board of Directors are paid:
(a)
fixed remuneration and
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(b)
variable remuneration.
4.10.4.1
At the
fixed
remuneration
of the executive members of the Board of Directors are included:
(a)
the remuneration paid to the members of the Board of Directors due to a contract of employment
(defined or indefinite time) or a service contract or a paid contract (annual fixed salary),
(b)
fees for services in Group companies
(c)
the compensation for participation in the meetings of the Board of Directors and decision-making, as
well as for participation in BoD’s meetings,
(d)
the benefits in kind paid by the Company's freedom (indicatively use of a company vehicle / mobile
phone / laptop / corporate credit or debit card / fuel card, provision of private health and / or life
insurance, use of a fixed number of air tickets, expenses for presence or travelling, accommodation and
meals in connection with the fulfillment of these duties as members of the Board of Directors.
The amount of the annual cost of benefits in kind may not exceed a maximum of 20% of the annual fixed
salary of each executive member of the Board of Directors.
The fixed remuneration is been paid by the Human Resource Department (Payroll Department) of the
Company.
The Company has not yet established and as a result do not apply on the executive members of the Board
of Directors:
(a)
pension schemes, other than the coverage of statutory social security contributions,
(b)
early retirement or supplementary pension schemes,
(c)
other incentive programs.
4.10.4.2
As Variable
are considered the remuneration that are linked to the achievement of goals both of
the Executive Members of the Board of Directors as well as of the Company and are a key component of
its performance-oriented policy.
Subject to the achievement of specific corporate profitability targets, the Board of Directors may propose
the payment of variable remuneration as an incentive for higher performance. The stated objectives may
be determined and revised annually in relation to the Company's annual budget and business plan.
The payment of variable remuneration is not binding for the Company.
The payment of variable salaries is made in cash and may be consisted of participation in the Company's
profits.
Variable remuneration is recorded as a percentage of annual fixed remuneration. However, in no case
may the amount of the variable percentages exceed 100% of the annual fixed salaries of each of the
executive members of the Board of Directors.
The Company's performance goals are set at the beginning of each corporate year in collaboration
between the Management and the Financial Services Department. At the end of the financial year, the
non-Executive Members of the Board of Directors evaluate the performance of its Executive Members
and examine the achievement of the set goals, always taking into account the financial environment and
market conditions.
The payment of the variable remuneration and its amount is decided by the Board of Directors of the
Company in a special meeting, based on the above evaluation.
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The Company may not request a refund of variable remuneration paid.
4.10.5 Remuneration of Non-Executive Members
The remuneration of the Non-Executive Members of the Board of Directors is approved by a special
decision of the Ordinary General Meeting of the Company's shareholders.
The remuneration of the Non-Executive Members of the Board of Directors is paid in cash and is subject
to the deductions provided by the applicable tax and insurance legislation.
The Non-Executive Members of the Board of Directors receive compensation for their participation in the
meetings of the Board of Directors, while they may also be granted additional fees (bonus), participation
rights in the Company's profits, stock options or compensations related to the achievement of goals of
the Company, within the same framework of the quantitative restrictions that apply to the Executive
Members.
For the payment of remuneration to Non-Executive Members, there are taken into account the
complexity-breadth of their work, the degree of experience and any special knowledge they have, their
working time, any participation in special Committees of the Board of Directors (e.g. Audit Committee),
the number of meetings in which they participate, etc.
The Independent Non-Executive Members do not participate in a scheme of pensions, allowances or long-
term incentives, unless there is a special decision of the competent corporate body.
Any expenses for performance, transportation, accommodation and meals in relation to the fulfillment of
the duties of the Independent Non-Executive Members of the Board of Directors are approved by the
Chairman of the Board of Directors.
Especially the Independent Non-Executive Members of the Board of Directors for the proper collection of
their remuneration and compensations are obliged to submit to the Company any supporting documents
requested to prove the fulfillment by these criteria set in the law for their designation as independent.
It is pointed out that the Remuneration Policy, in compliance with the provisions of Law 4706/2020, does
not provide for variable remuneration or other benefits or compensation related to the performance for
the independent non-executive members of Board of Directors, in order to primarily satisfy the intended
according to Law 4706/2020 condition of "independence of judgement" and secondarily in order to avoid
any conflict of interest cases. This is turn allows the BoD members to have the option to exercise
constructive and objective criticism against any management's decisions that involve risk.
4.10.6
During the closing financial year 2023 (01.01.2023 - 31.12.2023), the members of the Company's
Board of Directors and of the respective Committees received the remuneration which is presented in the
relevant Remuneration Report. Such remuneration is in agreement and harmonization with the provisions
and regulations of the applicable Remuneration Policy, which the Company has established and applies
and in alignment with the consequent decisions of the General Meeting of Shareholders.
The Remuneration Report for the financial year 2023 is to be posted on the Company's website
(https://www.flexopack com), immediately after its submission for discussion to the Annual Ordinary
General Meeting of Shareholders and will remain posted, in accordance with the provisions of Article 112
of Law 4548/2018.
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4.11 Number of shares of the Board of Directors’ members and senior management on 31.12.2023
PART Β
– COMMITTEES & OTHER CORPORATE BODIES
Ι. Audit Committee
1.1 Election and term of the Audit Committee
The Annual Ordinary General Meeting of shareholders of June 25, 2021 decided the election of a new
Audit Committee, in accordance with the provisions of article 44 of law 4449/2017, as in force after its
amendment by article 74 of law 4706/2021, the which constitutes an Independent Joint Committee,
consists of three (3) members, of which one (1) Independent Non-Executive Member of the Board of
Directors of the Company and two (2) third persons - non-Members of the Board of Directors and its term
is five years, expiring on June 25, 2026, extended until the expiration of the deadline within which the
next Ordinary General Meeting must convene, in no case, however, may it exceed six years.
1.2 Members of the Audit Committee
1.2.1
Especially as members of the Audit Committee were elected the following persons:
1) Dimitrios Panagotas of Ioannis, Certified Auditor-
Accountant (R.N. SOEL 34971), non
-Member of the
Board of Directors – third party.
2) Nikolaos Vlachos of Matthews, non-Member of the Board of Directors – third party.
3) Aliki Benroubi of Sam Samouil, Independent Non-Executive member of the Board of Directors.
Then the Audit Committee during its meeting on 28
th
June 2021 elected, among other members, as
Chairman of it Mr. Dimitrios Panagota of Ioannis.
Full Name
Capacity in the BoD
Number of Voting
Rights 31/12/2023
Georgios Ginosatis
Chairman of BoD
2,060,174
Stamatios Ginosatis
Chief Executive Officer
3,636,466
Stamatina Ginosati
Vice Chairman
933,948
Asimina Ginosati
Executive Member
17,100
Dimitrios Ginosatis
Executive Member
277,650
Spyridon Ginosatis
Executive Member
266,872
Ioannis Tsoukaridis
Independent Non Executive Member
0
Ioannis Papamichalis
Independent Non Executive Member
0
Aliki Benroubi
Independent Non Executive Member
0
Georgios Roussos
Director of Research & Development
2,200
Panagiotis Pelonis
Factory Manager
1,400
Dimitrios Mantzoros
Commercial Policy Manager
0
Antonios Koumoutsos
Supply Chain Manager
4,600
Vasilis Kyrou
Sales Manager
7,290
Anastasios Lyberopoulos
Chief Financial Officer
5,200
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1.2.2
For the purpose of complete, adequate and appropriate information of the shareholders and the
investing public in general, below are the brief biographies of the Members of the Audit Committee who
are third parties - non-Members of the Board of Directors.
Dimitrios Panagotas
He is a Certified Public Accountant, with a wide knowledge base and rich professional experience. He
studied Accounting and Finance at the University of Macedonia and is a graduate of the two-year
postgraduate program of the Institute of Certified Public Accountants for obtaining the professional
license of Certified Public Accountant. He started his professional career in 1999 taking various positions
in the financial sector. From January 2003 to March 2016 he worked as a Certified Public Accountant and
Tax Auditor in the company Associate Certified Public Accountants SA. Since January 2019 he has been
cooperating with the auditing company NEXIA EUROSTATUS S.A. In addition, he has experience as a
member of Audit Committees in other companies listed on the Athens Stock Exchange. He is also a
member of the Body of Certified Public Accountants and the Hellenic Institute of Internal Auditors.
Nikolaos Vlachos
He studied Chemistry specializing in polymers. BSc: Polymer Science, School of Molecular Science
University of Sussex, UK. He is a holder of a postgraduate degree M. Philosophy by the same University
with a scholarship from the company Tate + Lyle UK. He worked for 12 years as a senior executive in the
flexible packaging plastics industry. From 1997 until today he holds the position of Chairman and Chief
Executive Officer in the company "VLACHOU BROS SA". He has been a member of the Board of Directors
of FLEX
OPACK since 2009.
Aliki Benroubi
The curriculum vitae of Ms. Aliki Benroubi, Member of Board of Directors, is listed in detail in paragraph
4.7.1 of the present Report.
1.2.3
The members of the Audit Committee meet all the criteria and conditions set by the provisions of
the current legislative and regulatory framework, namely:
(a)
are in their entirety independent of the audited entity in accordance with the provisions of par. 1 and
2 of article 9 of law 4706/2020 and in particular:
(i) do not hold directly or indirectly a percentage of voting rights greater than 0.5% of the Company's
share capital; and
(ii) are free from any dependency relationship, as it (dependency relationship) is specified in par. 2 of
article 9 of law 4706/2020, with the Compan
y or persons related to it and they do not have any
financial, business, family or other relationship which may influence their decisions and their
independent, objective and impartial judgment,
(b)
have a thorough knowledge of the sector in which the entity operates; and
(c)
at least one member of the Committee who is independent of the audited entity, has sufficient
knowledge and experience in auditing or accounting, and is required to attend the meetings of the
Committee on the approval of financial statements.
1.3 Operation of the Audit Committee
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1.3.1
The Audit Committee has Operating Regulation, which was approved by the Board of Directors of
the Company at its meeting of November 22, 2018, while its amendments were approved at the meetings
of the Board of Directors of September 28, 2020 and June 15, 2021.
The Regulation records, among other things, the responsibilities, duties and obligations of the members
of the Committee and is posted on the Company's website (http://www.flexopack.com), according to the
explicit legislative requirement of article 10 par. 4 of law 4706/2020.
1.3.2
In accordance with the current Operating Regulation of the Audit Committee and taking into account
the size, business model and scope of activities of the Company, the Audit Committee meets at regular
intervals and extraordinarily when required. In any case, the Audit Committee meets four (4) times a year,
while at least two (2) times a year it holds a meeting with the statutory Auditor of the Company, without
the presence of the members of Management.
The Audit Committee may also meet by teleconference.
1.3.3
All its members participate in the meetings of the Audit Committee in person. The Audit Committee
has the discretion to invite, whenever deemed appropriate, key executives involved in the management
of the Company, including the CEO, Chief Financial Officer (CFO) and the Head of the Audit Department,
to attend specific meetings or specific items on the agenda and provide any necessary information,
clarifications or explanations.
1.3.4
The Audit Committee is convened by its Chairman by invitation which is communicated in any
appropriate way to the other members at least two (2) days before the meeting. The invitation must
include at least the date, time and items on the agenda clearly, otherwise decisions may be taken as long
as none of the members of the Committee object to the meeting and the decision being taken.
1.3.5
The decisions of the Audit Committee are taken by an absolute majority of its members. In case of
a tie, the casting vote of the Chairman shall prevail.
1.3.6
The discussions and the decisions of the Audit Committee are recorded in minutes which are signed
by the members present in accordance with article 93 of law 4548/2018. The minutes are available to all
members of the Audit Committee and, at the discretion of its Chairman, to the Board of Directors.
1.3.7
The Audit Committee may elect a secretary to observe the minutes of its meetings and to support
its work in general.
1.4 Responsibilities of the Audit Committee
According to the provisions of article 44 of law 4449/2017, t
he responsibilities of the Audit Committee
include the following:
(a)
informs the Company's Board of Directors of the outcome of the statutory audit and explain how the
statutory audit contributed to the integrity of the financial information and what was the role of the Audit
Committee in that process;
(b)
monitors the financial information process at all stages and make recommendations or proposals to
ensure its integrity;
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(c)
monitors the effectiveness of the internal control, quality assurance and risk management systems of
the enterprise and, where appropriate, its Internal Audit Department, regarding the financial information
of the audited entity, without prejudice to the independence of that entity;
(d)
monitors the statutory audit of the annual and consolidated financial statements and in particular its
performance;
(e)
supervises and monitors on an ongoing basis the independence of chartered accountants or audit firms
and in particular the adequacy of the provision of non-audit services to the audited entity;
(f)
is responsible for the selection process of certified public accountants or audit firms and proposes the
statutory auditors or audit firms to be appointed;
(g)
submits an annual report of the proceedings to the Annual Ordinary General Meeting of the Company's
shareholders.
1.5 Number of Audit Committee’s meetings
1.5.1
During the closing year 2023, the Audit Committee met fourteen (14) times and all its decisions were
taken unanimously.
During each meeting, the examination of all the items on the agenda was completed, after the required
information notes and the relevant suggestions had been distributed, and the competent executives, the
Certified Auditors and other persons were invited to participate, as the case may be in order to provide
any necessary clarifications and / or explanations.
1.5.2
It is clarified that the Certified Auditor-Accountant of the Company, who performs the audit of the
annual and semi-annual financial statements, provided with the approval of the Audit Committee
authorized non-audit services to the Company amounting to 30,250 euros and is not related to any other
relationship with the Company in order to comply with the provisions of Law 4449/2017 and thus ensure
its objectivity, impartiality, integrity and independence, with the exception of ensuring services related to
the performance of the special tax audit required in accordance with the provisions of article 65A of law
4174/2013, as a result of which (audit) the "Annual Tax Certificate" is issued.
1.6 Proceedings of the Audit Committee
The issues that occupied the Audit Committee during the year 2023 were the following:
1.6.1 Financial reporting process - External audit
In the field of external audit and financial information processing, the Committee has taken the following
steps:
(a)
was informed by the Chief Financial Officer of the financial statements of the Company and the Group
for the year ended 31 December 2022 and of the principal matters of concern to the Financial
Management in the preparation of the financial statements;
(b)
was informed of the accounting principles and policies applicable to the preparation of the financial
statements, as well as of the consolidation basis and measurement methods used for the assets and
liabilities contained in the financial statements;
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(c)
reviewed the financial statements of the Company and the Group for the year 2022 before their
approval by the Board of Directors and evaluated them in terms of their accuracy and completeness;
(d)
ascertained the agreement of the financial statements with the legally binding content and framework
of their preparation and recommended their approval;
(e)
briefed the Board of Directors on the issues arising from the statutory audit, the contribution of the
statutory audit to the quality and integrity of financial information and the role of the Audit Committee
in this process;
(f)
verified compliance with the rules on the disclosure of financial statements, as well as the possibility
of immediate, permanent and without any charge for access to them;
(g)
was informed by the Certified Auditor-Accountant about the most important issues of the audit for
the year 2022, the risks that were assessed as the most important and how to deal with them and was
informed about the final draft of the Audit Report for the year ended 31 December 2022,
(h)
took note of the supplementary report of the Chartered Auditors - Accountants provided by Article 11
of the Regulation of the European Union (EU) 537/2014 on the financial statements of the Company and
the Group,
(i)
submitted a proposal to the Annual Ordinary General Meeting of the Company's shareholders for the
election of the Audit Company under the name "Grant Thornton Certified Auditors and Business
Consultants Societe Anonyme" for the performance of the statutory audits of the annual and semi-annual
financial statements for the year 2023,
(j)
was informed by the Certified Auditor - Accountant regarding the procedure and methodology that will
be followed during the audit of the semi-annual and annual financial statements for the year 2023, with
the planning and the schedule of its audit, as well as for the audit procedures to be followed,
(k)
confirmed the impartiality, objectivity, independence and integrity of the external auditors in
accordance with the Code of Professional Ethics of the International Federation of Accountants,
Regulation (EU
) 537/2014 and Law 4449/2017, as well as the non
-provision of any external , directive,
suggestion or recommendation by the Management of the Company,
(l)
was informed by the Certified Auditor-Accountant about the audit approach of the review of the
interim financial statements of the first half of the year 2023 and became aware of the important issues
of the audit,
(m)
supervised the correct and timely disclosure to the investing public of corporate announcements
concerning financial information;
(n)
Reviewed their entire content and approved the provision of authorized non-audit services by the
auditing company "Grant Thornton Certified Auditors and Business Consultants Societe Anonyme".
1.6.2 Internal control system
In the context of monitoring the effective operation of the Company's internal control system and the
proper operation of the Internal Control department, the Audit Committee:
(a)
examined and evaluated the effectiveness and adequacy of the Internal Control Unit's procedures
regarding the Company's financial information, without affecting in any way its independence;
(b)
monitored the effectiveness of internal control systems through the work of the Internal Control Unit
and the work of the Chartered Accountant;
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(c)
Confirmed the exclusive employment, personal and functional independence and objectivity in the
performance of duties of the Head of Internal Audit Unit as well as the possession of the appropriate
knowledge, professional experience and absence of any incompatibility.
(d)
reviewed the management of the Company's main risks, evaluating the methods used by the Company
to identify and monitor the risks, as well as the treatment of the main ones and their proper disclosure;
(e)
was informed of the annual control program of the Internal Control Unit before its implementation
and reviewed, assessed and approved it;
(f)
was informed and evaluated of the work of the Internal Control Unit and was informed of the reports
of the Head of the Internal Control Unit;
(g)
inspected the proper functioning of the Internal Control Unit in accordance with professional standards
and the applicable legal and regulatory framework in general;
(h)
had meetings with the Internal Auditor on issues that may have arisen during the audit process, in
order to ensure the smooth operation of all individual Departments and Divisions of the Company;
(i)
confirmed that the Internal Control Unit has constant and unhindered access to all the data and records
of the Company, which are necessary for the performance of its duties, as well as to all the Departments
of the Company,
(j)
examined the Operating Regulations of the Internal Control Unit of the Company and its compliance
with the requirements of the applicable regulatory framework.
(k)
was informed by the regulatory compliance officer about the findings, proposals and recommendations
in the framework of the conducted regulatory compliance audit and approved the annual work plan for
2024,
(l)
was informed about the 2023 risk management report and approved the annual action plan of the risk
management unit for 2024.
1.6.3 Other
Approved the content of the information that was provided to the shareholders during the Annual
Ordinary General Meeting of 16 June 2023 regarding Company's activities for the financial year 2022
(01.01.2022-31.12.2022),
Attended and participated in line with its competence, in the assessment of adequacy and effectiveness of
the Internal Control System (ICS) of the Company and its significant subsidiaries, Flexopack Polska Sp. Z.o.o.
and Flexopack Pty Ltd, in accordance with the provisions of article 14 of Law 4706/2020 and the Decision
1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market Commission. The above
assessment was carried out by an independent evaluator and according to the latter’s conclusion included
in the final evaluation report, no weaknesses appeared or were identified that could be considered as
material weaknesses in the Internal Control System (ICS) of the Company and its significant subsidiaries, in
accordance with the Regulatory Framework. Furthermore, the Committee monitored the Company's
response to the assessment findings, which did not constitute material weaknesses for the Internal Control
System (ICS).
ΙΙ. Remuneration and Nomination Committee
2.1 Establishment, term and members of the Remuneration and Nomination Committee
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2.1.1
The Board of Directors of the Company in the context of immediate, substantial, full and effective
compliance with the requirements and general regulations of articles 10-12 of law 4706/2020
(Government Gazette A 136/17.07.20201), as well as the adoption of corporate governance best
practices, at its meeting of 14 July 2021 set up a single three-member Remuneration and Nomination
Committee, in order to provide the necessary assistance and support to the Board of Directors on the one
hand in the process of identifying and promoting appropriate persons for the staffing of Board of
Directors, based on the existing Suitability Policy, and on the other hand during the process of preparation,
evaluation and revision of the Remuneration Policy, with the aim of attracting and retaining competent
executives.
As members of the Remuneration and Nomination Committee were defined the following persons:
1) Aliki Benroubi of Sam Samouil, Independent, Non-Executive Member of the Board of Directors.
2) Ioannis Papamichalis of Efstratios, Independent, Non-Executive Member of the Board of Directors.
3) Georgios Ginosatis of Spyridonas, Non-Executive Member of the Board of Directors.
The Remuneration and Nomination Committee during its meeting on 15
th
July 2021 elected, among its
members, as Chairman of it Mrs Aliki Benroubi of Sam Samouil.
2.1.2
The term of the Remuneration and Nomination Committee is five years, ending on June 25, 2026,
extended until the expiration of the deadline within which the next Ordinary General Meeting must
convene, but in no case may it exceed six years.
2.2
Operation of Remuneration and Nomination Committee
2.2.1
The Remuneration and Nomination Committee (RNC) has an Operating Regulation, which was
approved by the Board of Directors of the Company at its meeting of July 14, 2021. This Regulation records
the organization and operation of the Remuneration and Nomination Committee, regulates its duties,
responsibilities and obligations and of its members and is posted on the Company's website
(http://www.flexopack.com), according to the explicit legislative provision of article 10 par. 4 of law
4706/2020.
2.2.2
In accordance with its Operating Regulation, the Remuneration and Nomination Committee meets
regularly at least two (2) times a year and extraordinarily, when required by its members.
2.2.3
All its members participate in the meetings of the Committee in person. The Committee has the
discretion to invite, whenever appropriate, key executives involved in the management of the Company,
including the CEO, to attend specific meetings or specific items on the agenda and to provide any
necessary arrangements or clarifications on them.
2.2.4
The meeting is convened at the invitation of the Chairman of the Committee and is being notified in
any appropriate way to the other members at least two (2) days before the meeting. The invitation shall
include at least the date, time and items on the agenda. The Remuneration and Nomination Committee
may also meet by teleconference.
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2.2.5
Decisions of the Committee shall be taken by an absolute majority of its members. In case of a tie,
the vote of its Chairman shall prevail.
2.2.6
The discussions and decisions of the Committee are recorded in the minutes with the care of the
Corporate Secretary, are signed by the members present and are at the disposal of the members of the
Committee and the Board of Directors.
2.2.7
It is noted that the Committee may use any resources it deems appropriate, for the fulfillment of its
purposes, including services by external consultants. In case of hiring an external consultant, the
Committee is responsible for monitoring its work.
2.3
Responsibilities of Remuneration and Nomination Committee
2.3.1
In the context of compliance with the provisions of article 11 of law 4706/2020, the Committee on
Remuneration and Nomination Committee:
(a)
periodically reviews and formulates proposals to the Board of Directors regarding the Remuneration
Policy submitted for approval to the General Meeting, in accordance with paragraph 2 of article 110 of
Law 4548/2018,
(b)
makes proposals to the Board of Directors regarding the remuneration of persons falling within the
scope of the approved Remuneration Policy of the Company;
(c)
reviews the information contained in the final draft of the Annual Remuneration Report, and provide
its opinion to the Board of Directors, prior the submission of the Report to the General Meeting;
(d)
examines and submits proposals to the Board of Directors regarding the plans for granting options or
granting shares to the members of the Board of Directors and the staff of the Company, as well as to the
companies affiliated to it;
(e)
submits proposed performance targets for any variable remuneration of the members of the Board of
Directors or goals associated with options for the granting of options or shares;
(f)
ensures and monitors the process of assessing the extent to which the performance criteria of persons
falling within the scope of the approved Remuneration Policy are met;
(g)
makes proposals regarding the remuneration of the Company's executives and in particular of the head
of the internal control unit;
(h)
submits proposals to the Board of Directors for any remuneration related business policy.
2.3.2
In the context of compliance with the provisions of article 12 of law 4706/2020, the duties of the
Remuneration and Nomination Committee include the following:
(a)
the care, with the support of the Corporate Secretary, for posting on the Company's website and
maintaining an up-to-date CV of each member of the Board of Directors throughout his/her term of office;
(b)
ensuring that the work of the Committee is reported, as well as the number of meetings in the
Company's annual Corporate Governance Statement;
(c)
the annual assessment of the size, composition, independence criteria, balance of knowledge and skills
of the existing Board of Directors, in accordance with the Company's Suitability Policy;
(d)
the submission of proposals on the content of the Suitability Policy, the training policy of the members
of the Board of Directors and the Recruitment and Evaluation Procedures of senior executives of the
Company;
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(e)
the care for the communication of the respective position of a member of the Board of Directors to
cover, planning, implementation and monitoring of the process of nomination of members of the Board
of Directors;
(f)
taking care of the evaluation of the candidates based on the Suitability Policy and the recommendation
to the Board of Directors of the candidate members of the Board of Directors;
(g)
the coordination of the periodic self-evaluation of the members of the Board of Directors and of its
Committees (collective), of the Chairman and the Chief Executive Officer (individual);
(h)
timely information and submission of proposals to the Board of Directors regarding the succession
plan for the members of the Board of Directors;
(i)
the assignment and monitoring of the work of external consultants which it may designate for the
fulfillment of its purpose;
(j)
the care for the formation of the training program of the members of the Board of Directors, at the
beginning and during their term of office, in accordance with the Training Policy followed by the Company.
2.4 Number of meetings of Remuneration and Nomination Committee
During the financial year 2023, the Remuneration and Nomination Committee met four (4) times with all
members being present, and all decisions were taken unanimously.
2.5 Proceedings of the Remuneration and Nomination Committee
(a)
examined and evaluated in terms of adequacy, proportionality and suitability, the level of
remuneration of all members of the Board of Directors which were approved by the Annual Ordinary
General Meeting of shareholders of June 16, 2023 on the one hand for the fiscal year 2022 and for the
fiscal year 2023, in order to determine whether the remuneration paid is commensurate with the duties,
the degree of employment, the range of powers, the responsibilities and the performance of such persons
as well as to whether they are in line with the prevailing financial conditions and the wider financial
environment in which the Company develops its operation and activity, in order to avoid phenomena of
payment of exorbitant fees and the consequent Exposure of the Company to excessive risks,
(b)
provided the necessary assistance for the preparation of the Remuneration Report of the members of
the Board of Directors and other persons falling within the scope of the Remuneration Policy for the
closing year 2023, in order for its content to fully comply with both the provisions of Article 112 of Law
4548/2018 as well as with the 01.03.2019 Guidelines of the European Commissio
n regarding the standard
presentation of the Remuneration Report in accordance with Directive 2007/36/EC, as amended by
Directive (EU) 2017/828 for shareholders' rights.
(c)
provided the Company's Management with the required assistance in drawing up the Succession Policy
and Procedure concerning the Members of the Board of Directors and the CEO, with the aim of ensuring,
on the one hand, the orderly, efficient and smooth operation of the Board of Directors as well as the high
level of quality and the appropriate recruitment of members, and on the other hand, the smooth
continuity of the corporate entity along with the implementation of its business plan and strategy.
(d)
reviewed and re-assessed the appropriateness and effectiveness of the Operating Regulation, with the
aim of identifying any proper, necessary, and imperative revisions or amendments in order to ensure the
orderly and smooth operation.
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(e)
examined and ascertained the fulfillment by the BoD’s Independent Non-Executive Members of the
independence criteria and conditions, in accordance with the provisions of article 9
, paragraph 1 and 2 of
Law 4706/2020, as applicable.
(f)
examined and evaluated the suitability, on individual and collective basis, of the members of the Board
of Directors of the Company.
III. Corporate Announcements and Shareholder Services Unit
The Company, being listed on a regulated stock market, according to the requirements of
articles 19 and
20 of Law 4706/2020 possesses and operates Corporate Announcements and Shareholder Services Unit,
which:
(a)
makes the necessary and required announcements in relation to regulated information in accordance
with the provisions of Law 3556/2007 as applicable, as well as in relation to corporate events in
accordance with the provisions of Law 4548/2018. The Company proceeds as per above in order to inform
accordingly the shareholders or beneficiaries of other securities of the Company.
(b)
is responsible for the Company's compliance with the obligations provided in article 17 of Regulation
(EU) 596/2014, regarding the disclosure of privileged information, and in other applicable provisions,
(c)
has the responsibility of maintaining and updating the Company's share registry and is charged with
the provision of immediate, accurate and equal information towards the shareholders and especially with
the provision of support to shareholders regarding the exercise of their rights, in accordance with the
applicable legislation and the Company's Articles of Association.
The publication of the relevant information is always performed in a way that ensures the speedy and
equal access of the shareholders and the investment community in general to all available information,
both financial and non-financial.
PART C – GENERAL MEETING
Ι. The General Meeting
1.1 Introduction
The General Meeting of Shareholders is the supreme body of the Company and is entitled to decide on
each corporate case. Its decisions also bind the absent or dissenting shareholders.
1.2 Exclusive competence of the General Meeting
1.2.1
According to article 30 par. 1 of the current Articles of Association, the General Meeting is exclusively
competent to decide on:
(a)
amendments to the Articles of Association (amendments are also considered the increases
regular or
extraordinary, as well as reductions in share capital);
(b)
the election of members of the Board of Directors and Auditors;
(c)
the approval of the overall management according to article 108 of law 4548/2018 and the discharge
of the Auditors;
(d)
the approval of the annual and consolidated financial statements;
(e)
the distribution of annual profits;
(f)
the approval of remuneration or advance payment of remuner
ation according to article 109 of law
4548/2018,
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(g)
the approval of the remuneration policy of article 110 and the remuneration report of article 112 of
law 4548/2018,
(h)
the merger, division, conversion, revival, extension or termination of the Company; and
(i)
the appointment of liquidators.
1.2.2
They do not fall under the provisions of the previous paragraph:
(a)
capital increases or capital adjustment acts expressly assigned by law to the Board of Directors, as well
as increases imposed by provisions of other laws;
(b)
the amendment or adaptation of provisions of the Articles of Association by the Board of Directors in
the cases expressly provided by law;
(c)
the appointment by the Articles of Association of the first Board of Directors,
(d)
the election in accordance with the Articles of Association of directors to replace those who have
resigned, died or lost their status in any other way;
(e)
the absorption under Articles 35 and 36 of Law 4601/2019 of a societe anonyme company by another
societe anonyme company that holds one hundred percent (100%) or ninety percent (90%) or more of its
shares,
(f)
the possibility of distributing temporary dividends according to paragraphs 1 and 2 of article 162 of law
4548/2018 and
(g)
the possibility of distribution according to paragraph 3 of article 162 of law 4548/2018 profits or
optional reserves in the current corporate year by decision of the Board of Directors, subject to
publication.
1.3 Convening a General Meeting
1.3.1
The General Meeting of Shareholders is convened by the Board of Directors and meets at the
headquarters of the Company or in the region of another Municipality within the region of headquarters,
at least once every corporate year no later than the tenth (10th) calendar day of the ninth month after
the end of corporate use. The General Meeting may also convene in the region of the Municipality where
the headquarters of the Athens Stock Exchange are located.
1.3.2
The General Meeting meets extraordinarily whenever the Board of Directors deems it necessary or
if requested by shareholders representing the percentage required by law and the Company's Articles of
Association.
1.3.3
The procedures and rules of convening, participation and decision-making by the General Meeting
are regulated in detail by the provisions of Law 4548/2018 and the Articles of Association of the Company.
1.3.4
From the procedures, forecasts and general arrangements mentioned below, it is clear that the
Company's
corporate
governance
system
includes
adequate
and
effective
mechanisms
for
communicating with shareholders, in order to facilitate the exercise of their rights and the active dialogue
with them (shareholder engagement), which is also confirmed by the relevant evaluation of the Corporate
Governance System that took place with a reporting date as of 31.12.2023.
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1.3.5
The Board of Directors ensures that the preparation and conduct of the General Meeting facilitates
the effective exercise of the rights of the shareholders, who are informed about all issues related to their
participation in the General Meeting, including the items on the agenda and their rights during the General
Meeting. In particular, in accordance with the provisions of Law 4548/2018, the Company posts on its
website at least twenty (20) days before the General Meeting, in both Greek and English:
•
the invitation to convene the General Meeting,
•
the total number of shares and voting rights that the shares incorporate at the date of the
invitation,
the forms to be used for voting by proxy or representative or, where applicable, for electronic
voting,
•
the documents to be submitted to the General Meeting,
•
a draft decision on each item on the proposed agenda or, if no decision has been proposed for
approval, a comment from the Board of Directors, and
•
the draft decisions proposed by the shareholders, in accordance with paragraph 3 of article 141
of law 4548/2018, immediately after their receipt by the Company.
1.4 Participation in the General Meeting
1.4.1
In the General Meeting is entitled to participate and vote the natural or legal person who has the
shareholder status at the beginning of the fifth (5th) day before the date of the General Meeting
("registration date"). Each share provides the right to one (1) vote.
1.4.2
For the Company is considered as a shareholder who is entitled to participate in the General Meeting
and to exercise the right to vote the one that is registered at the date of registration in the Dematerialized
Securities System (DSS) of the Societe Anonyme with the name "Greek Central Securities Depository SA"
(GCSD) or the one identified as such based on the relevant date through the registered mediators or other
intermediaries in accordance with the provisions of the legislation (law 4569/2018, law 4569/2018, law
4706/2020 and Regulation (EU) 2018/1212) as well as the Operating Regulation of the Greek Central
Securities Depository SA (Government Gazette B 1007/16.03.2021).
1.4.3
The proof of shareholder status is made by any legal means and in any case based on information
received by the Company until before the start of the General Meeting by GCSD or through the
participating and registered intermediaries in the Central Securities Depository in any other case.
1.4.4
The exercise of the participation and voting rights does not presuppose the commitment of the
beneficiary's shares or the observance of another similar procedure, which limits the possibility of selling
and transferring them during the period between the registration date and the date of the General
Meeting.
1.4.5
The recording date is also valid in case of postponement or repeated meeting, provided that the
postponed or repeated meeting is not set at more than thirty (30) days from the recording date. If this
does not happen or if in the case of the repeated General Meeting a new invitation is published, in
accordance with the provisions of article 130 of Law 4548/2018), at the General Meeting participates the
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person who has the shareholder status at the beginning of the third (3rd) the day before the day of the
postponement or the repeated General Meeting.
1.4.6
In article 25 par. 1 of the Company's Articles of Association has been provided the possibility of
participation of the shareholders in the General Meeting from a distance in real time by audiovisual or
other electronic means, without the physical presence of the shareholders at the venue. The shareholders
who participate in the General Meeting through real-time teleconference, are taken into account for the
formation of the quorum and the majority and can effectively exercise their rights during the General
Meeting. Thus the shareholders have the possibility:
(a)
to monitor by electronic or audiovisual means the conduct of the General Meeting;
(b)
to speak and address to the General Meeting orally during the General Meeting;
(c)
to vote in real time during the General Meeting on the items on the agenda; and
(d)
receive information on the registration of their vote.
1.5 Representation in the General Meeting
1.5.1
The shareholder participates in the General Meeting and votes either in person or through
representatives. Each shareholder can appoint up to three (3) representatives. Legal entities participate
in the General Assembly by appointing as their representatives up to three (3) natural persons. However,
if the shareholder holds shares of the Company, which appear in more than one securities account, this
restriction does not prevent that shareholder from appointing different representatives for the shares
appearing in each securities account in relation to the General Meeting. A representative acting for more
than one shareholder may vote differently for each shareholder.
1.5.2
The shareholder representative is obliged to notify the Company, before the beginning of the
General Meeting, of any specific event that may be useful to the shareholders in assessing the risk that
the agent will serve interests other than the interests of the represented shareholder. For the purposes
of this paragraph, a conflict of interest may arise in particular when the agent:
(a)
is a shareholder who exercises control of the Company or is another legal person or entity controlled
by that shareholder;
(b)
is a member of the Board of Directors or in general of the management of the Company or a
shareholder who exercises control of the Company, or of another legal entity or entity controlled by a
shareholder who exercises control of the Company;
(c)
is an employee or auditor of the Company or shareholder exercising control of the Company, or of
another legal person or entity controlled by a shareholder exercising control of the Company;
(d)
is a spouse or first-degree relative of one of the natural persons referred to in (a) to (c) above.
1.5.3
The appointment and revocation or replacement of the shareholder's proxy or representative is
made in writing or electronically and is submitted to the Company at least forty eight (48) hours before
the scheduled date of the General Meeting.
1.6 Quorum and majority of the General Meeting
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1.6.1
According to the law and the Articles of Association of the Company, the General Meeting is in
quorum and meets validly on the issues of the agenda, when shareholders are present or representing to
it shareholders representing at least one fifth (1/5) of the paid-up capital.
1.6.2
If this quorum is not reached, the General Meeting convenes again within twenty (20) days from the
date of the canceled meeting, following an invitation at least ten (10) days in full. At this repeating meeting
the General Meeting is in quorum and meets validly on the issues of the initial agenda, whatever the part
of the paid-up capital represented in it. A newer invitation is not required if the original invitation had
already specified the place and time of the repeating meeting, provided that there is at least five (5) days
between the canceled meeting and the repeating meeting.
1.6.3
The decisions of the General Meeting are taken by an absolute majority of the votes represented in
it.
1.6.4
Exceptionally for decisions concerning:
(a)
the change of the Company's nationality;
(b)
the change in the objective of this Company;
(c)
the increase of shareholders' liabilities;
(d)
the regular increase of capital, unless required by law or by capitalization of reserves;
(e)
the reduction of the capital, unless it is done, in accordance with paragraph 5 of article 21 or
paragraph 6 of article 49 of law 4548/2018, as in force,
(f)
changing the way profits are distributed;
(g)
the merger, division, conversion, revival of the Company;
(h)
the extension of the duration or dissolution of the Company,
(i)
the provision or renewal of authority to the Board of Directors to increase the capital, in accordance
with paragraph 1 of article 24 of law 4548/2018, as in force, as well as
(j)
any other case provided by law that the General Meeting decides by an increased quorum and
majority;
The General Meeting is in quorum and meets validly on the issues of the agenda when shareholders
present or represented to it half (1/2) of the paid-up capital.
1.6.5
If the above quorum is not reached, the General Meeting convenes again within twenty (20) days
from the date of the canceled meeting, after an invitation of at least ten (10) full days. At this repeating
meeting, the General Meeting is in quorum and meets validly on the issues of the initial agenda, when
shareholders present or representing at least one fifth (1/5) of the paid-up capital. A newer invitation is
not required if the original invitation had already specified the place and time of the repeating meeting
provided that there are at least five (5) days between the canceled meeting and the repeating meeting.
1.6.6
The decisions of the General meeting, in the cases of the previous paragraph are taken by a majority
of two thirds (2/3) of the votes represented in the Meeting.
1.7 Minority shareholders’ rights
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The shareholders of the Company have, among other things, the rights that are provided in paragraphs 1,
2, 3, 5, 6 and 7 of article 141 of law 4548/2018: In particular:
(a)
At the request of shareholders, representing one twentieth (1/20) of the paid-up capital, the Board of
Directors is obliged to convene an Extraordinary General Meeting of shareholders, setting a day of its
meeting, which should not be more than forty five (45) days from the date of service of the application to
the Chairman of the Board. The application contains the subject of the agenda. If a General Meeting is not
convened by the Board of Directors within twenty (20) days from the submission of the relevant
application, the convening is carried out by the requesting shareholders at the expense of the Company,
by court decision, issued during the interlocutory proceedings. This decision defines the place and time of
the meeting, as well as the agenda. The decision is not challenged by legal means.
(b)
At the request of shareholders, representing one twentieth (1/20) of the paid-up capital, the Board of
Directors is obliged to include in the agenda of the General Meeting, which has already been convened,
additional issues, if the relevant application reaches the Board of Directors fifteen (15) at least days before
the General Meeting. The additional issues must be published or announced, under the responsibility of
the Board of Directors, according to article 122 of law 4548/2018, at least seven (7) days before the
General Meeting. The request for inclusion of additional items on the agenda is accompanied by a
justification or a draft decision for approval at the General Meeting and the revised agenda is made public
in the same way as the previous agenda, thirteen (13) days before the date of the General Meeting and
at the same time is made available to the shareholders on the Company's website, together with the
justification or the draft decision submitted by the shareholders according to the provisions of paragraph
4 of article 123 of law 4548/2018.
(c)
Shareholders representing one twentieth (1/20) of the paid-up capital have the right to submit draft
decisions on issues included in the initial or any revised agenda of the General Meeting. The relevant
application must be submitted to the Board of Directors at least seven (7) days before the date of the
General Meeting, and the draft decisions are made available to the shareholders as defined in paragraph
3 of article 123 of law 4548/2018, six ( 6) at least days before the date of the General Meeting. The Board
of Directors is not obliged to register items on the agenda or to publish or disclose them along with
justification and draft decisions submitted by shareholders, in accordance with paragraphs 2 and 3 of
article 141 of law 4548/2018, if their content is obviously contrary to law or good morals.
(d)
At the request of a shareholder or shareholders representing one twentieth (1/20) of the paid-up
capital, the Chairman of the General Meeting is obliged to postpone once only the decision of the General
Meeting, Ordinary or Extraordinary, on all or certain issues, setting a day of continuation of the meeting,
the one defined in the request of the shareholders, which, however, may not be more than twenty (20)
days from the date of postponement. The postponed General Meeting is a continuation of the previous
one and there is no need to repeat the formalities of publishing the shareholders' invitation. New
shareholders can also participate in this General Meeting, observing the relevant participation formalities
and the provisions of paragraph 6 of article 124 of law 4548/2018 apply.
(e)
At the request of any shareholder, submitted to the Company at least five (5) full days before the
General Meeting, the Board of Directors is obliged to provide the General Meeting with the requested
specific information about the Company's affairs, insofar as these are related to the items on the agenda.
There is no obligation to provide information when the relevant information is already available on the
Company's website, in particular in the form of questions and answers. Also, at the request of
shareholders, representing one twentieth (1/20) of the paid-up capital, the Board of Directors is obliged
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to announce to the General Meeting, if it is Ordinary, the amounts paid, during the last two years, to each
member of the Board of Directors or the directors of the Company, as well as any provision in benefits to
these persons for any reason or contract of the Company with them. In all the above cases, the Board of
Directors may refuse to provide the information for a substantial reason, which is recorded in the minutes.
Such a reason may be, in the circumstances, the representation of the requesting shareholders in the
Board of Directors, in accordance with articles 79 or 80 of law 4548/2018. In the cases of this paragraph,
the Board of Directors may respond uniformly to shareholders' requests with the same content.
(f)
At the request of shareholders, representing one tenth (1/10) of the paid-up capital which is submitted
to the Company at least five (5) full days before the General Meeting, the Board of Directors is obliged to
provide the General Meeting with information on the course of corporate affairs and the assets of the
Company. The Board of Directors may refuse to provide the information for a substantial reason, which is
recorded in the minutes. Such a reason may be, in the circumstances, the representation of the requesting
shareholders in the Board of Directors in accordance with articles 79 or 80 of Law 4548/2018, provided
that the respective members of the Board of Directors have received the relevant information in a
sufficient manner.
(g)
At the request of shareholders, representing one twentieth (1/20) of the paid-up capital, voting on an
item or items on the agenda shall be by open ballot.
1.8 Other rights of shareholders
In addition to the right to participate and vote in the General Meeting, the Company's shareholders have
the following rights, in accordance with the current Articles of Association and the provisions of Law
4548/218:
(a) dividend right
The minimum dividend is set at a rate of thirty-five percent (35%) of the net profit, after deducting the
ordinary reserve and the other credit accounts of the income statement, which do not derive from the
realized profit. By decision of the General Meeting taken with an increased quorum and majority, the
above percentage can be reduced, but not be set below ten percent (10%). Non-distribution of the
minimum dividend is permitted only by decision of the General Meeting of shareholders, taken with the
increased quorum of paragraphs 3 and 4 of article 130 of Law 4548/2018 and via a majority of eighty
percent (80%) of the share capital represented at the General Meeting. The amount to be distributed is
paid to the shareholders within two (2) months from the decision of the Ordinary General Meeting of
shareholders that approved the annual financial statements and the dividend distribution. The date and
method of dividend payment is stated through relevant announcements on the Company's website and
on the respective platform of the Athens Exchange. According to Greek legislation, dividends that are not
being collected by their beneficiaries for a period of five (5) years from the date on which they became
claimable are time-elapsed and the relevant amounts are transferred on definite basis to the Greek State.
(b) right to information
Ten (10) days before the Ordinary General Meeting, the Company is obliged to post on its website the
annual Financial Statements, as well as the relevant Reports of the Board of Directors and the Auditors.
(c) pre-emptive right
In the event of a share capital increase that is not being made by a contribution in kind or through the
issuance of bonds convertible into shares, a pre-emptive right is granted for the entire new capital or bond
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loan towards the existing shareholders at the time of issuance, on a basis that is proportional with their
participation in the existing share capital of the company.
(d) right to participate in the liquidation proceeds
PART D – INTERNAL COTROL AND RISK MANAGEMENT SYSTEM
Ι. Internal Control
1.1
As Internal Control System (ICS) is defined all the internal control mechanisms and procedures,
including risk management, internal control and regulatory compliance, which continuously covers every
activity of the Company and of its significant subsidiaries and contributes to its safe and efficient
operation.
1.2
The Internal Control System aims at:
•
the consistent implementation of the business strategy of the Company and of its significant
subsidiaries through the effective utilization of all available resources,
•
the recognition and management of the essential risks related to the business activity and
operation of the Company and of its significant subsidiaries,
•
the efficient operation of the Internal Control Department,
•
to ensure the completeness and reliability of the data and information required for the accurate
and timely determination of the financial position of the Company and the preparation of reliable
financial statements,
•
in compliance with the current legislative and regulatory framework in general, as well as the
internal regulations governing the operation of the Group.
1.3
The internal control unit:
a) Monitors, controls and evaluates:
aa) the application of the operating regulation and the internal control system, in particular with regard
to the adequacy and accuracy of the provided financial and non-financial information, risk management,
regulatory compliance and the corporate governance code adopted by the Company,
ab) quality assurance mechanisms,
a) the mechanisms of corporate governance, and
ad) the observance of the commitments contained in prospectuses and the Company's business plans
regarding the utilization of funds raised from the regulated market.
b) Draws up reports towards the audited units with findings regarding the section a), about the risks
arising from those areas and with proposals for improvement, if any. These reports, after incorporating
the relevant opinions from the audited units, the agreed actions, if any, or the acceptance of the risk of
not taking any counter action, the limitations in the scope of control, if any, the final internal proposals
for audit and the response of the Company's audited units to the above proposals, are submitted quarterly
to the audit committee.
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c) Submits at least every three (3) months to the audit committee reports which include the most
important issues and the relevant proposals, regarding the duties of sections a) and b) hereof. The audit
committee presents and submits those reports along with relevant comments to the Board of Directors.
Additionally, periodic evaluation of the Internal Control System is carried out every three (3) years by an
independent and objective evaluator, according to the more specific provisions of the decision of the
Board of Directors of the Hellenic Capital Market Commission with number 1/891/ 30.09.2020, as it is in
effect following its amendment by the decision of its Board of Directors numbere
d 2/917/17.06.2021
(Government Gazette B΄ 3040/2021). The latter determines the time, procedure, frequency and any other
specific issues required for the evaluation of the Internal Control System as well as the characteristics of
persons that should be involved in this process.
1.4
The head of the Internal Control Unit:
(a)
is appointed by the Board of Directors of the Company, following a proposal of the Audit Committee,
(b)
is a full-time and exclusive-employment employee, personally and functionally independent and
objective in the performance of his duties;
(c)
possesses the appropriate knowledge and relevant professional experience.
(d)
reports administratively to the Chief Executive Officer and operationally to the Audit Committee.
(e)
may not be appointed as head of the Internal Control Unit, member of the Board of Directors or
member with voting rights in Committees of a permanent nature of the Company and has close ties with
anyone who holds one of the above properties in the Company or in a company of the Group.
Furthermore, the number of internal auditors of the Internal Control Unit must be proportional to the size
of the Company, the nature, scale, scope and complexity of the Company's activities, the number of its
employees, its geographical points of activity, number of its operating and executive units as well as
audited entities in general.
Mr. Stavros Meggoulis performs the duties of head of the Company's Internal Control Unit.
1.5
The head of the Internal Control Unit:
(a)
attends the General Meetings of shareholders;
(b)
provides in writing any information requested by the Hellenic Capital Market Commission, cooperate
with it and facilitate in every possible way the task of monitoring, control and supervision by the
competent Supervisory Authority;
(c)
submits to the Audit Committee an annual audit program and the requirements of the necessary
resources, as well as the effects of the resource constraint or the audit work of the Unit in general.
The annual audit program is prepared based on the risk assessment of the Company, after taking into
account the opinion of the Audit Committee.
(d)
has free and unhindered access to any organizational unit of the Company and is aware of any data,
file and information required for the effective and efficient performance of duties.
1.6
The Internal Control Unit has an Operating Regulation, which was prepared in accordance with the
provisions of articles 15 and 16 of Law 4706/2020 (Government Gazette A 136/17.07.2020), as in force,
was approved and entered into force by 15.07. 2021 decision of the Board of Directors of the Company
following a proposal of the Audit Committee and defines the principles and the basic operating framework
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of the Unit, determines the fundamental principles and rules that the Internal Auditors must follow in the
performance of their duties, describes the responsibilities, the duties and obligations of the Unit.
1.7
The executives of the Internal Control Unit must comply with:
(a)
the International Professional Practices Framework;
(b)
the International Standards for the Professional Application of Internal Audit (IIA Standards);
(c)
the Code of Ethics (IIA Code of Ethics);
(d)
the applicable legislative and regulatory framework in general;
(e)
the Internal Operating Regulation of the Company.
1.8
The executives of the Internal Control Unit in the performance of their duties must apply the following
principles:
(a) integrity
(demonstration of honesty, diligence, consistency and responsibility in the performance of
their duties, compliance with the legal and regulatory framework and internal procedures of the
Company),
(b) objectivity
(demonstration of the greatest possible impartiality in the collection, evaluation and
communication of information related to the audits carried out, non-acceptance of gifts that may affect
their professional judgment, immediate disclosure of any event that could be considered contrary to their
independence),
(c) Confidentiality
(respect and management of the information obtained in the performance of their
duties with due diligence, avoidance of the use of such information for personal gain or in a manner
harmful to the Company, taking appropriate measures to protect this information),
(d) Adequacy of skills
(possession of knowledge, skills and experience required to provide internal control
services, continuous improvement of the adequacy, efficiency and effectiveness of their services, exercise
of appropriate professional judgment).
Results of the evaluation process of the Internal Control System (ICS) of FLEXOPACK S.A. for the period
17-07-2021 to 31-12-2022, in accordance with article 14, paragraph 3 case j and paragraph 4 of Law
4706/2020 and the relevant Decisions of the Board of Directors of the Hellenic Capital Market
Commission.
The Company, by decision of its Board of Directors, assigned to Grant Thornton Certified Auditors Business
Consultants Societe Anonyme the project "Provision of Internal Control System Assessment Services",
with the aim of evaluating the adequacy and effectiveness of the Internal Control System ("ICS") of
Flexopack S.A. and its most significant subsidiaries, Flexopack Polska Sp. Z.o.o. and Flexopack Pty Ltd with
a reporting date as of 31/12/2022, in accordance with the provisions of section i of paragraph 3 and
paragraph 4 of article 14 of Law 4706/2020 and the
Decision 1/891/30.09.2020 of the Board of Directors
of the Hellenic Capital Market Commission, as applicable (the "Regulatory Framework").
The above evaluation of the Internal Control System was successfully completed in March 2023 and
covered the following subjects: the Control Environment, Risk Management, Control Mechanisms and
Safety Controls, the Information and Communication System as well as the Monitoring of the Internal
Control System of the Company and its most significant subsidiaries.
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The Conclusion of the Independent Evaluator, namely Ms. Athena Moustakis, Certified Public Accountant
with Registration Number 28871 and Partner of Grant Thornton, which is included in the final evaluation
report of the adequacy and effectiveness of the Internal Control System (ICS) dated 24/03/2023, is
articulated as follows: From the conducted work and the evidence obtained regarding the assessment of
the adequacy and effectiveness of the Internal Control System of the Company and its most significant
subsidiaries, no weaknesses were identified that could be deemed material weaknesses in the Company's
ICS according to the Regulatory Framework.
This result is another confirmation that the Company is in constant compliance with the legislative and
regulatory framework that governs the Internal Control System and adopts the best practices for the legal
and orderly operation of the Group's Internal Control System.
ΙΙ. Risk Management
1.1
The Company has established and implements a Risk Management Policy and Procedure, which aims
at the timely and effective treatment of risks that may have a negative impact on the achievement of its
objectives. Risk Management is a systematic process that aims at the timely and effective identification,
analysis, control, management and monitoring of any type of risk involved in the operation of the
Company.
The steps to follow in the annual Risk Management process are as follows:
•
Preparation of Risk Profile Revision Proposals
•
Submission of Risk Profile Revision Proposals
•
Conducting Risk Management Group Meetings
•
Approval of Risk Profiles and Action Plan
•
Monitoring of Action Plan - Reports.
The Board of Directors of the Company has the overall responsibility of the risk management framework
related to the operations and the achievement of the objectives of the Company. The Company’s
Management takes the decisions related to the risk assessment, plans and applies the respective safety
controls in relation to risks, also based on the level of risk acceptance.
1.2
The risk management system implemented by the Company is based on four axes:
•
risk identification,
•
risk assessment,
•
risk management and
•
risk monitoring and reporting
1.2.1 Risk identification
The risk identification initiates and takes into account the definition of the strategy and the individual
business objectives of the Company. The key factors that can threaten the achievement of these goals are
then identified. In this context, the Board of Directors of the Company determines the risk appetite and
risk tolerance. The results of the risk identification process are recorded in the Company Risk Register,
which is a comprehensive mapping of significant risks.
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1.2.2 Risk assessment
Each risk is initially assessed in terms of its inherent degree (inherent risk). The Risk Profile also includes
the response to each risk, ie the existing actions of the Company in order to manage the respective risk.
For each action (policy, procedure and safety valve) the Risk Owner is defined, while for each risk there is
the possibility of defining more than one action. The Risk Owners, taking into account the overall actions
in the Risk Response, assess the level of residual risk that may remain after the risk management actions.
1.2.3 Risk management
In cases where the residual risk is greater than the risk tolerance available by the Company, additional
required actions are determined in order to effectively manage the risks. These actions constitute the
Action Plan for the desired response to the risk through the improvement of the safety valves and in
general of the Internal Control System of the Company. The Risk Profile as well as the Action Plan are
approved by the Chief Executive Officer (CEO) and submitted to the Board of Directors.
1.2.4 Risk monitoring and reporting
Risk Owners have the primary responsibility to oversee the effective operation of the individual defined
actions and to inform the response actions to each risk with any possible changes.
The Head of Risk Management supports the organization and the effective performance of the process
and is also responsible for coordinating the work required for the Risk Identification and Assessment
Process.
1.3
During the process of drawing up the Company's financial statements, specific safeguards exist and
are also being applied, with regard to the use of commonly accepted, based on international practices,
tools and methodologies.
The main safeguards related to the preparation of the Company's financial statements and reports are
the following:
appropriate staffing of the financial services unit with people who have adequate theoretical
training and experience to carry out the responsibilities assigned to them,
assignment of responsibilities and authorizations to both the top and middle level managers of
the Company, while preserving the required segregation of responsibilities,
adoption of consistent policies and methods in monitoring the Accounting departments of all
Group companies, which contain definitions, accounting principles and instructions for the
preparation of financial statements and other reports,
conducting audits and verifications between the various information systems,
existence of transaction approval limits,
existence of approval levels for carrying out specific transactions or actions (e.g. payments,
collections, legal transactions, etc.),
carrying out accounting and other entries based on the necessary documents,
carrying out inventory measurement processes in relation to raw materials, semi-finished and
finished products and of other inventory on a systematic basis, according to explicit and clearly
written instructions,
carrying out reconciliations of customer, supplier, loan and bank account balances to ensure the
correct representation of the Company's assets and liabilities,
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performing comparisons between actual, historical and budgeted income and expenditure
accounts with sufficient detailed explanation of any significant discrepancies,
development, upgrading and maintenance of advanced IT infrastructure that ensures the correct
and accurate depiction of financial figures and data,
securing the Company's information systems through the existence of procedures for keeping
backup files, protection mechanism against viruses, external interventions and malicious actions,
ensuring access to email accounts.
Through all the above procedures and mechanisms, an attempt is being made to limit and minimize the
risks associated with the preparation of reliable and accurate financial statements.
PART
Ε΄
- CORPORATE GOVERNANCE SYSTEM
1.1 The Company, in compliance with the article 13 of Law 4706/2020, has adopted and is applying since
the enactment of the particular law a Corporate Governance System (CGS) in accordance with the
provisions of articles 1 to 24 of the above law, taking into consideration the size, nature, scope and
complexity of its business activities.
1.2 The Corporate Governance System in detail consists of:
a) Internal Control System (ICS) which encompasses and includes the risk management and regulatory
compliance system, as analyzed above.
b) Procedures for the prevention, detection and suppression of cases of conflict of interest in accordance
with the detailed definitions in secti
on 4.9.3, I, (c) of Part A of
the present.
c) Communication mechanisms with the shareholders in order to facilitate the exercise of their rights and
cultivate an active dialogue (Shareholder engagement), and finally
d) Remuneration policy, which contributes to the business strategy, serves the long-term interests and
facilitates the sustainability of the Company.
1.3 In accordance with the article 4 of Law 4706/2020 as it is currently in force, the Corporate Governance
System is periodically evaluated at least every three (3) financial years in terms of its implementation and
effectiveness. This facilitates the Company to take the appropriate actions in order to address deficiencies
that are being identified each time.
1.4 The Company, by decision of its Board of Directors, in full, effective and proper compliance with the
current legislative and regulatory framework, assigned the project called "Provision of Corporate
Governance System Evaluation Services" to "D. I. Paschos and Associates Law Firm". The assignment
concerned the assessment of the adequacy and effectiveness of the Company's Corporate Governance
System (CGS) with a reporting date as of 31/12/2023 in accordance with the current legislative and
regulatory framework (article 4 of Law 4706/2020).
1.5 The aforementioned evaluation of the Corporate Governance System was successfully completed in
February 2024, with the relevant objective of the process being the following:
a) the adequacy and effectiveness of the Internal Control System including the risk management and
regulatory compliance systems.
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b) the adequacy and effectiveness of the procedures for the prevention, detection and suppression of
cases of conflict of interest.
c) the adequacy and effectiveness of the communication mechanisms with the shareholders so as to
facilitate the exercise of their rights and strengthen the active – constructive dialogue.
d) the remuneration policy in order to determine whether it actually serves the business strategy, the
long-term interests of the Company as well as its sustainability.
e) the adequacy of the Company's Operating Regulation in accordance with article 14 of Law 4706/2020.
f) any deviations from the utilization of the funds raised in accordance with article 22 of Law 4706/2020
(if such a case is applicable).
g) the disposal of any assets of the Company in accordance with the article 23 of Law 4706/2020, and
finally
h) the degree of compliance of the Company with the Greek Corporate Governance Code (GCGC) of the
Hellenic Corporate Governance Council that the Company has adopted and applies.
1.6 The conclusions from the above evaluation, summarized per thematic section, are as follows:
Regarding the Internal Control System, any findings (based on those mentioned in Part D of the present
Corporate Governance Statement) are evaluated as having extremely low importance and significance,
which cannot place any obstacles to the Company’s operations. In addition, based on the actual intention
of the Company to handle accordingly even these findings, no other incident was identified which could
be viewed as significant weakness of the Company’s Internal Control System.
Regarding the procedures for the prevention, detection and suppression of cases of conflict of interest, it
was ascertained that there is adequacy and effectiveness of the Policy and Procedure for preventing and
dealing with conflict of interest situations. This Policy has been adopted and applied by the Company
pursuant to the decision of the Board of Directors dated 16/07/2021.
Regarding the communication, exercise of rights and active dialogue with the shareholders (Shareholder
engagement), it was found that due to the combination of the Operating Regulation of the Shareholder
Service and Corporate Announcements Department as well as the specific actions taken by the Head of
the particular department, there is a secure channel of communication with shareholders that ensures
the easier exercise of their rights and the promotion of an active dialogue with the Company.
With regard to the Remuneration Policy adopted and applied by the Company, it was established that the
particular policy has been characterized to a maximum extent by the principles of appropriateness,
correctness, fairness and the proportionality of the remuneration paid and of the other benefits granted.
The remuneration was also in alignment with the profitability, capital adequacy, competitiveness and
sustainable development of the Company, whereas the primary objective was to maximize the long-term
economic value and facilitate the optimal expansion of the Company’s interest.
Regarding the deviations that emerged from the use of funds raised, it was found that no case of
application of Article 22 of Law 4706/2020 has been identified and consequently there was no such object
to be evaluated.
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With regard to the disposal of the Company's assets in accordance with the article 23 of Law 4706/2020,
it was found that no transaction falling under the above regulatory framework has taken place and
consequently there is no such object to be evaluated.
Finally, regarding the Company's compliance with the Greek Corporate Governance Code (GCGC) of the
Hellenic Corporate Governance Council, it was found that the respective deviations as reflected in the
particular Corporate Governance Statement were accompanied by full, specific and justified explanation,
confirming the Company's compliance with the fundamental principle of GCGC which calls for the need
to "comply or explain".
The result of the evaluation certifies that the Company complies with the legislative and regulatory
framework that governs the Corporate Governance System and adopts the best practices with the aim of
legally, efficiently and orderly applying but also continuously improving its Corporate Governance System.
PART F’ – ADDITIONAL INFORMATION
1.1 Introduction
The Article 10 par.1 of the EU Directive 2004/25/EC dated April 21
st
2004, relating to takeover bids, states
the following as regards to companies whose total shares are listed on an regulated according to the
terminology of Law 4548/2018 market:
“1. Country members ensure that the companies mentioned in article 1 paragraph 1 disclose detailed
information as regards to the following:
a) their capital structure, including securities that are not listed on an organized market of a country
-member
and, according to the case, indication of different categories of shares with the
rights and obligations linked
to each share category and the percentage of the total share capital such represent;
b) all the limitations on transfer of securities, such as limitations on the ownership of securities or the
obligation to receive approval by the Company or other shareholders, with the reservation of article 46 of
Directive 2001/34/EC;
c) the significant direct or indirect holdings (including indirect holdings through pyramid structures or cross
-
holdings) according to the definition of article 85 of directive 2001/34/EC;
d) the owners of any kind of securities that provide special control rights and the description of such rights.
(e) the system of control of any employee share scheme where the control rights are not exercised directly by
the
employees;
(f) any restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage or
number of votes, deadlines for exercising voting rights, or systems whereby, with the company's cooperation,
the financial right
s attaching to securities are separated from the holding of securities;
(g) any agreements between shareholders which are known to the company and may result in restrictions on
the transfer of securities and/or voting rights within the meaning of Directive
2001/34/EC;
(h) the rules governing the appointment and replacement of board members and the amendment of the
Articles of Association;
(i) the powers of board members, and in particular the power to issue or buy back shares;
(j) any significant agreements
to which the company is a party and which take effect, alter or terminate upon
a change of control of the company following a takeover bid, and the effects thereof, except where their
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nature is such that their disclosure would be seriously prejudicial to the company; this exception shall not
apply where the company is specifically obliged to disclose such information on the basis of other legal
requirements;
(k) any agreements between the company and its board members or employees providing for compensatio
n
if they resign or are made redundant without valid reason or if their employment ceases because of a takeover
bid.”
1.2
The above information is included in detail in Chapter 6 of the present Report.
1.3
As regards to items c, d, f, h and i of par. 1 of article 10, the Company states the following:
• as regards to item c’: the important direct or indirect participations of the Company are the following:
(a)
FLEXOPACK POLSKA Sp.z.o.o, (subsidiary) in which the Company participates with a stake of 100.00%
of shares and voting rights.
(b)
FLEXOSYSTEMS Ltd Belgrade, (subsidiary) in which the Company participates with a stake of 100% of
shares and voting rights.
(c)
FLEXOPACK INTERNATIONAL LIMITED, (subsidiary) in which the Company participates with a stake of
100% of shares and voting rights.
(d)
FLEXOPACK PTY LTD, (subsidiary), in which the Company participates with 100% through its subsidiary
"FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(e)
FLEXOPACK PROPERTIES PTY LTD: (subsidiary), in which the Company participates with 100% through
its subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(f)
FLEXOPACK NZ LIMITED: (subsidiary), in which the Company participates with 100% through its
subsidiary "FLEXOPACKPTYLTD" (indirect participation),
(g)
FLEXOPACK TRADEANDSERVICESUKLIMITED: (subsidiary), in which the Company participates with
100% through its subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(h)
FLEXOPACKFRANCE: (subsidiary), in which the Company participates with 100% through its subsidiary
"FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(i)
FLEXOPACK USA INC.: (subsidiary), in which the Company participates with 100% through its subsidiary
"FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(j)
FLEXOPACK IRELAND LIMITED: (subsidiary), in which the Company participates with 100% through its
subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(k)
FLEXOPACK DENMARK APS: (subsidiary), in which the Company participates with 100% through its
subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(l)
INOVA PLASTICS AEBE: (affiliate), in which the Company participates with 50% of the shares and voting
rights and
(m)
VLACHOU BROS SA: (affiliate), in which the Company participates with a percentage of 47.71% of the
shares and voting rights.
Moreover, the significant direct or indirect holdings in the voting rights of the Company, according to the
defin
ition of provisions of articles 9 through 11 of l. 3556/2007, are the following:
(a)
Stamatis Ginosatis, percentage of 30.64% (direct participation)
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
114
(b)
Georgios Ginosatis, percentage of 17.36% (direct participation)
(c)
Nikolaos Ginosatis, percentage of 16.08% (direct participation)
• as regards to item d’: there are no kind of securities (including shares), that provide special control rights.
•
as regards to item f΄:
there are no known limitations on voting rights (such as limitation of voting rights
on owners of a specific percentage or number of shares, deadlines to exercise voting rights, or systems
through which with the cooperation of the Company financial rights emanating from shares are
distinguished by the ownership of the shares). As regards to exercising voting rights during the General
Meeting, extensive reference is made in Part C of the present Corporate Governance Statement.
•
as regards to item h΄:
regarding the appointment and replacement of Board members and regarding the
amendment of the Company’s Memorandum of Association, there are no rules that differ from those
stated by Law 4548/2018, as currently in effect. Such rules are described in detail in Part A of the present
Corporate Governance Code.
•
as regards to item i΄:
there are no special authorities of the members of the Board of Directors as regards
to the issuance or buyback of shares. It is noted that pursuant to a relevant decision of the Annual Ordinary
General Meeting of Shareholders of 16 June 2023, the Board of Directors of the Company was granted
the authority to purchase a maximum of 10% of the Company’s existing shares (by including the entire
number of treasury shares held by the Company following a previous share repurchase plan to the above
upper limit), within a period of twenty-four (24) months from the date of the above decision, i.e. up until
10/06/2025, and in accordance with the terms and restrictions set by article 49 of Law 4548/2018, with a
purchase price range between three Euros (3.00 €) per share (threshold) and eight Euros (8.00 €) per share
(ceiling), of the above range determined also in relation to the intense volatility of the markets, as a result
of the current geopolitical uncertainty. At the date of preparation and approval of this Report, the
Company held 96,450 treasury shares.
• points e’, g’, i’ and ia; do not apply.
PART G – SPECIAL STATEMENTS
1.1
During the closed corporate year 2023 (01.01.2023-31.12.2023), the Board of Directors carried out an
annual review of the corporate strategy, the main business risks faced by the Company in the sector in
which it operates, as well as the systems of internal control applied by the Company and found the
following:
The corporate strategy is implemented appropriately and in accordance with the planning of the
competent Directorates, in order for the Company to continue to stand out for the promotion of
innovative products and services, the establishment of long-term relationships of trust and the
creation of a sense of intimacy with its partners and transacting parties, thus developing further its
business model,
The main areas of business and financial risk of the Company as well as the issues that may have a
significant impact on its financial statements, according to the size and complexity of its activities are
included and are in detail analyzed as well their addressing in the relevant Section of the Management
Report of Board of Directors and finally
the internal control is carried out in accordance with the current legislative and regulatory
framework and the principles of the Code of Ethics, and covers the main activities of the company, in
order to determine the adequacy of the management and organization systems of the audited entity
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
115
to diagnose any irregularities, errors, weaknesses and possible fraud that may result in
mismanagement and/or loss of assets and to verify the reliability of the measurement and
presentation of the financial figures that constitute the image of the entity.
1.2
The Board of Directors of the Company declares and confirms hereby that the Audit Company, which
is in charge of carrying out the mandatory audit of the annual and semi-annual Financial Statements
(corporate and consolidated), as well as the issuance of the annual tax certificate and tax compliance
report, provided with the approval of the Audit Committee authorized non-audit services to the Company
amounting to 30,250 Euros and therefore no direct or indirect impact exists on the objectivity, integrity,
reliability and effectiveness of the statutory audit.
This Corporate Governance Statement is an integral and special part of the Annual Report (Management)
of the Board of Directors of the Company.
SECTION I
Group’s course and outlook for the current financial year 2024
In view of the strong export orientation of the Group, it should be noted that its prospects, results and
course for the fiscal year 2024 are directly related to the conditions prevailing most importantly in the
global, and on the other hand in the domestic economy and marketplace.
At the present time there are reasonable and well-founded concerns regarding the course of the global
economy, which are mainly due to the following factors:
- the geopolitical tensions in Ukraine and the Middle East and their negative effects on the stability and
security of the European, Greek and global economy,
- the stabilization of energy costs at high levels,
-inflationary pressures, especially in the areas of energy, raw materials, food and other consumer goods,
without any visible signs of an immediate de-escalation.,
- the stabilization of interest rates at high levels internationally and especially in the Eurozone, which may
lead the economies at some point in time to a slowdown or even a recession,
Following the above, the degree of uncertainty and insecurity still remains high thus limiting any ability to
extract reliable, safe and objective forecasts for the future. Therefore the Management maintains a
cautious attitude regarding any impact on the prospects of the Group and the Company whereas it cannot
rule out the possibility of a negative effect on the overall performance, financial position and the course
of both the Company and the Group during the financial year of 2024.
The Management of the Group with a high sense of responsibility towards the employees, the customers,
the suppliers, the partners and the investors, closely monitors and systematically evaluates all possible
risk factors, which may affect the financial position, activities and results of the Group and has been taking
all the appropriate, each time, measures to ensure the smooth operation and business continuity of the
Group.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
116
In any case and despite the prevailing conditions of uncertainty as well as volatility, it should be noted
that the Group, both at the reporting date of the annual Financial Statements and at the date of their
approval, maintains satisfactory capital adequacy and liquidity and continues to be fully consistent with
its liabilities to suppliers, government agencies, insurance companies and other creditors. At the same
time, the Group takes all the necessary steps to absorb the shocks of financial turmoil and to maintain the
respective employment positions.
Following the above, the Group's strategy, which is oriented towards flexibility and continuous adaptation
to the current conditions, is summarized as follows:
- Improvement and continuous upgrade of the spectrum of produced products, with an emphasis on high-
quality product diversification compared to competition,
- creating new innovative products capable of meeting wider and more demanding market needs, as well
as to satisfy the customer requirements and needs,
- Further enhancement of the current modern production methods in order to meet the targets of
reduction of energy consumption, of a lower carbon footprint and facilitate the essential contribution to
sustainable development,
- Further penetration of the international markets via the maintenance or expansion of the Company’s
partnerships aiming at the utilization of the Group’s knowhow,
- Further and efficient strengthening of the infrastructure and the production facilities of both the
Company and the subsidiaries of Group, with the objective to even faster and more effectively serve the
customer base in the geographical areas where the companies are located, in order to boost the growth
potential in the relevant markets, and finally,
- Continuous development of the organizational and operating structures as well as procedures aiming at
the further increase of efficiency, and the greater reduction of costs.
Koropi, 23 April 2024
THE BOARD OF DIRECTORS
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
117
CHAPTER 3 :
Independent Auditor’s Report
Independent Auditor's Report
To the Shareholders of “FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS
COMPANY”
Report on the Audit of the Separate and Consolidated Financial Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of “FLEXOPACK S.A.”
(the Company), which comprise the separate and consolidated statement of financial position as at 31
December 2023, the separate and consolidated income statements and statements of comprehensive
income, changes in equity and cash flows for the year then ended, and notes to the financial statements,
including material accounting policy information.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all
material respects, the financial position of FLEXOPACK S.A. and its subsidiaries (the Group) as at
31 December 2023, their financial performance and their cash flows for the year then ended in accordance
with International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) as incorporated into
the Greek Legislation. Our responsibilities under those standards are further described in the “Auditor’s
Responsibilities for the Audit of the Separate and Consolidated Financial Statements” section of our report.
We are independent of the Company and its consolidated subsidiaries throughout our entire appointment in
accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional
Accountants (IESBA Code), as incorporated into the Greek Legislation and the ethical requirements that are
relevant to the audit of the separate and consolidated financial statements in Greece, and we have fulfilled
our other ethical responsibilities in accordance with the requirements of the current legislation and the
above-mentioned IESBA Code. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
118
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the separate and consolidated financial statements of the audited period. These matters and the related
risks of material misstatement were addressed in the context of our audit of the separate and consolidated
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Key audit matters
How our audit addressed the key audit matter
Inventory Valuation
At 31.12.2023 the Group holds inventories of
value amounting to € 45.70 mil. (Company: €
21.29 mil).
Inventory items are measured at a lower of cost
and net realizable value as referred to in the
Group’s accounting policies. Net realizable value
is the e
stimated selling price less any related
selling expenses.
Cost of finished products is determined applying
the weighted cost method and include costs of
raw materials, direct labor costs and indirect
costs.
Management makes appropriate care for waste,
obsolete and at low turnover inventory as long as
the projected sizes are exceeded. The decrease in
the carrying amount from accounting to net
realizable value and losses in inventory are
expensed over the period to which depreciation
or losses correspond.
We have identified this area as one of the key
audit matters, since inventories constitute a
significant asset, and secondly, due to the
estimates required both to measure the value of
inventory and to calculate production costs.
Measurement of inventory value is based on the
management’s estimates that take into account
inventory turnover within the FY, its useful life or
liquidation of slow turnover inventory.
Our audit approach included, among others,
the following procedures:
•
We
reviewed
internal
controls
regarding the warehouse monitoring
circuit, cost accounting for products,
physical count of inventory and year
closing measurement of inventory
value.
•
We
monitored
physical
count
of
inventory and conducted sampling re-
measurements.
•
We performed sampling confirmation
of sound calculation of the weighted
average cost method.
•
We
assessed
the
Management's
estimates of obsolete items and slow
moving
inventory, making
sample
references to historical sales data.
•
We compared, on sampling basis, the
sales prices with the cost of disposed
inventory
in
order
to
identify
inventory items sold at a negative
profit margin. Moreover, we assessed
the extent, to which it taken into
account at their measure at the lower
amount between acquisition cost and
net realizable value.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
119
Information
concerning
the
Company’s
accounting policies for inventories is referred to in
Note 2.2, 3.8 and 6.7 to the financial statements.
•
Furthermore, we assessed the adequacy
of
the
relative
disclosures
of
the
Company’s
financial
statements,
according to the provisions of IFRS, in this
regard.
Other Information
Management is responsible for the other information. The other information is included in the Statements
of the Members of the Board of Directors, as referred to the “Report on other Legal and Regulatory
Requirements” section, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the separate and consolidated financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is to
read the other information identified above and, in doing so, consider whether the other information is
materially inconsistent with the separate and consolidated financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially misstated. If, based on the procedures performed, we
conclude that there is a material misstatement therein; we are required to communicate that matter. We
have nothing to report in this respect.
Responsibilities of Management and Those Charged with Governance for the Separate and Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the separate and consolidated
financial statements in accordance with IFRSs, as adopted by the European Union, and for such internal
control as management determines is necessary to enable the preparation of separate and consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, management is responsible for assessing
the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management either intends
to liquidate the Company and the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee (art. 44 L. 4449/2017) of the Company is responsible for overseeing the Company’s and
the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Separate and Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the separate and consolidated financial
statements as an aggregate, are free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs, incorporated into the Greek Legislation, will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
120
considered material if, individually or in the aggregate, they could reasonably be expected to affect the
economic decisions of users taken on the basis of these separate and consolidated financial statements.
As part of an audit in accordance with ISAs, incorporated into the Greek Legislation, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the separate and consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than that resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s and the Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the management.
•
Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s and the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the separate and consolidated financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company and the Group to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the separate and consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding financial information of entities or business
activities within the Group for the purpose of expressing an opinion on the separate and consociated
financial statements to be able to draw reasonable conclusions on which to base the auditor’s
opinion. Our responsibility is to design, supervise and perform the audit of the Company and its
subsidiaries. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the separate and consolidated financial statements of the current
period and are therefore the key audit matters.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
121
Report on Other Legal and Regulatory Requirements
1.
Board of Directors Report
Taking into consideration the fact that under the provisions of Par. 5, Article 2 (part B), Law 4336/2015,
management has the responsibility for the preparation of the Board of Directors’ Report as well as the
Corporate Governance Statement included in this report, the following is to be noted:
i.
The Board of Directors’ Report includes the Corporate Governance Statement that provides the data
and information defined under Article 152, Law 4548/2018.
ii.
In our opinion, the Board of Directors’ Report has been prepared in compliance with the effective
legal requirements of Articles 150 and 153 and Paragraph 1 (cases c’ and d’), Article 152, Law
4548/2018 and its content corresponds to the accompanying financial statements for the year ended
as at 31/12/2023.
iii.
Based on the knowledge we acquired during our audit, we have not identified any material
misstatements in the Board of Directors’ Report in relation to the Company “FLEXOPACK S.A.” and
its environment.
2.
Additional Report to the Audit Committee
Our opinion on the accompanying separate and consolidated financial statements is consistent with our
Additional Report to the Company Audit Committee, prepared in compliance with Article 11, Regulation (EU)
No 537/2014.
3.
Provision of Non-Audit Services
We have not rendered to the Company and its subsidiary non-prohibited non-audit services, prohibited
under Article 5, Regulation (EU) No 537/2014.
The allowed non-audit services provided by us to the Company and its subsidiaries during the financial year
that ended 31st December 2023, are disclosed in note 6.28 of the accompanying separate and consolidated
financial statements.
4.
Auditor’s Appointment
We were first appointed the Company’s Chartered Accountants following as of 26/06/2020 Decision of the
Annual Regular General Meeting of the Shareholders. Our appointment has been, since then, uninterrupted
renewed by the Annual General Assembly of shareholders of the Company for 4 consecutive years.
5.
Operating Regulations
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
122
The Company has in place operating regulations in accordance with the content provided by the provisions
of article 14, Law 4706/2020.
6.
Assurance Report on financial statements in European Single Electronic Format (ESEF)
We examined the digital records of FLEXOPACK S.A. (hereinafter the Company), prepared in accordance with
the European Single Electronic Format (ESEF) requirements defined in the Delegated Regulation of the
European Commission (EU) 2019/815, as amended following the Regulation (EU) 2020/1989 (hereinafter
ESEF Regulation) which include separate and consolidated financial statements
for the year ended as of 31
December 2023, in XHTML format (213800SD9V875QXDRR32
-2023-12-31-en), as well as the projected XBR
file (213800SD9V875QXDRR32
-2023-12-31-en.zip) with the appropriate mark-up, on the aforementioned
consolidated financial statements.
Regulatory Framework
The digital records of the European Single Electronic Format (ESEF) are prepared in accordance with the ESEF
regulation and the Commission Interpretative Communication 2020/C379/01 as of November 10th, 2020, in
compliance with the provisions of Law 3556/2007 and the relevant announcements of the Hellenic Capital
Market Commission and the Athens Stock Exchange (hereinafter "ESEF regulatory framework").
In summary, this framework includes, inter alia, the following requirements:
-
All the annual financial statements shall be prepared in a valid XHTML format.
-
For all consolidated financial statements that are drawn up in accordance with IFRS, the financial
reporting included in the Statement of Comprehensive Income, in the Statement of Financial
Position, in the Statement of Changes in Equity and in the Statement of Cash Flows shall be marked-
up with XBRL ‘tags’, according to the effective ESEF Taxonomy. The technical specifications for ESEF,
including the relevant classification, are set out in the ESEF Regulatory Technical Standards.
The requirements set out in the current ESEF regulatory framework constitute the appropriate criteria for
reaching a conclusion with reasonable assurance.
Responsibilities of Management and Those Charged with Governance
Management is responsible for the preparation and submission of the separate and consolidated financial
statements of the Company for the year ended as at December 31st, 2023 in accordance with the
requirements defined in the ESEF Regulatory Framework and for such internal control as management
determines is necessary to enable the preparation of digital records that are free from material misstatement,
whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to design and conduct this assurance engagement in accordance with no. 214/4/11-02-
2022 Decision of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight Board
(HAASOB) and the "Guidelines on the auditors’ involvement and assurance report in European Single
Electronic Format (ESEF) on of issuers with a regulated market listed securities" as issued by the Institute of
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
123
Certified Public Accountants of Greece on 14/02/2022 (hereinafter "ESEF Guidelines"), in order to obtain
reasonable assurance that the separate and the consolidated financial statements of the Company, prepared
by the management in accordance with ESEF, are in compliance, in all material respects, with the effective
ESEF Regulatory Framework.
We conducted our audit in accordance with the International Ethics Standards Board for Accountants’ Code
of Ethics for Professional Accountants (IESBA Code) as transposed in Greek legislation and we have fulfilled
our ethical obligations for independence, in accordance with Law 4449/2017 and EU Re
gulation 537/2014.
The assurance engagement we conducted restrictively covers the items included in the ESEF Guidelines and
was carried out in accordance with the International Standard on Assurance Engagements (ISAE) 3000,
“Assurance Engagements Other Than Audits or Reviews of Historical Financial Information”. Reasonable
assurance is a high level of assurance, but is not a guarantee that our audit will always detect a material
misstatement regarding non-compliance with the requirements of the ESEF Regulation.
Conclusion
Based on the procedures we performed and the evidence we obtained, we conclude that the
separate and
consolidated financial statements of the Company for the year ended as of December 31, 2023, in XHTML
format
(213800SD
9
V875QXDRR32-2023-12-31-en)
as
well
as
the
projected
XBRL
file
(213800SD
9
V875QXDRR32-2023-12-31-en.zip) with the appropriate mark-up, on the above consolidated
financial statements have been prepared, in all material respects, in accordance with the requirements of the
ESEF Regulatory Framework.
Athens, 24 April 2024
Certified Accountant (C.A.)
Eleftherios Koutsopoulos
I.C.P.A. Reg. No.: 44651
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
124
CHAPTER 4: Annual Financial Statements
Annual Separate and Consolidated Financial Statements
As of 31st December 2023
(January 1st 2023 – December 31st 2023)
According to the International Financial Reporting Standards (IFRS)
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
125
Statement of Financial Position
GROUP
COMPANY
ASSETS
Note
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Non-current assets
Tangible Assets
6.1
48.273
43.248
Right-of-use Assets
6.14
628
288
Goodwill
6.2
0
0
Intangible Assets
6.3
1.942
1.918
Investments
in
subsidiary
companies
6.4
30.414
21.414
Investments in associate companies
6.5
2.199
2.199
Other Long-term Receivables
6.6
121
105
Total non-current assets
83.577
69.172
Current assets
Inventories
6.7
21.293
28.014
Trade Receivables
6.8
31.833
39.372
Other Receivables
6.9
5.105
6.772
Cash and cash equivalents
6.10
24.418
16.694
Total current assets
82.648
90.852
Total Assets
166.225
160.024
EQUITY & LIABILITIES
Share capital
6.11.1
6.409
6.369
Share premium
6.11.1
3.683
3.500
Capital Reserves
6.11.2
23.925
23.573
Retained Earnings
6.11.3
73.519
67.190
Total Shareholders' Funds
107.535
100.632
LIABILITIES
Long-term liabilities
Deferred tax liabilities
6.12
878
400
Provision for employee benefits
6.13
637
560
Long-term bank liabilities
6.15
27.191
25.552
Other long-term liabilities
6.15.1
1.346
0
Liabilities from Leases
6.14
383
167
Other provisions
6.16
238
238
Total Long-term Liabilities
30.673
26.916
Short-term liabilities
Suppliers and related liabilities
6.17
20.921
23.882
Liabilities from Leases
6.14
260
122
Liabilities from income tax
6.18
1.975
4.611
Short-term bank liabilities
6.15
4.861
3.861
Total Short-term Liabilities
28.017
32.475
Total Liabilities
58.690
59.391
Total Equity & Liabilities
166.225
160.024
The accompanying notes constitute an inseparable part of the financial statements.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
126
The accompanying notes constitute an inseparable part of the financial statements.
Income Statement
GROUP
COMPANY
Continuing Operations
Note
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Turnover
6.19
112.521
120.395
Cost of Sales
6.20
(111.095 )
(106.936 )
(86.665)
(91.861)
Gross Profit
25.857
28.535
Other operating income
6.22
256
155
Administrative expenses
6.20
(6.542 )
(6.067 )
(5.085)
(4.344)
Research & Development Expenses
6.20
(1.806 )
(1.694 )
(1.653)
(1.560)
Distribution expenses
6.20
(13.865 )
(15.022 )
(6.691)
(8.357)
Other operating expenses
6.22
(404 )
(372 )
(72)
(217)
Operating Results
12.612
14.212
Financial income
6.23
401
101
Financial expenses
6.23
(1.732 )
(652 )
(1.527)
(512)
Other Financial Results
6.24
(549 )
(2.239 )
(691)
(2.056)
Proportion of associate companies' Result
6.5
0
0
Earnings before taxes
10.795
11.745
Income tax
6.25
(3.956 )
(4.798 )
(2.498)
(2.570)
Earnings after taxes
8.297
9.175
Allocated to Shareholders of the
parent
8.297
9.175
Basic Earnings per share
(Euro per
share)
6.30
0,7064
0,7863
Adjusted (Diluted) Earnings per
share
(Euro per share)
6.30
0,7036
0,7836
The accompanying notes constitute an inseparable part of the financial statements.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
127
Statement of Comprehensive Income
GROUP
GROUP
COMPANY
COMPANY
Continuing Operations
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Earnings after taxes
8.297
9.175
Other comprehensive income
Amounts which may be transferred
into the results in subsequent periods
Foreign exchange differences from
consolidation of foreign subsidiaries
(112 )
0
0
Amounts which will not be transferred
into the results in subsequent periods
Actuarial profit-(losses) in personnel
benefit plan
(6 )
(6)
14
Corresponding income tax
(3 )
1
(3)
Other comprehensive income
after taxes
(101 )
(5)
11
Total comprehensive income after
taxes
8.292
9.186
Allocated to :
-Shareholders of the parent
8.292
9.186
The accompanying notes constitute an inseparable part of the financial statements.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
128
Consolidated Statement of Changes in Equity
Allocated to the shareholders of the parent company
GROUP
Note
Share
capital
Share
premium
Reserves
FX
differences
from
consolidation
Retained
earnings
Total
Balance as at 1/1/2022
(391 )
Earnings after taxes
Other comprehensive income
after taxes
(112 )
(101 )
Distributed dividends
(1.591 )
(1.591 )
Formation of ordinary
reserves
(364 )
Tax free reserves Law
3908/2011
(62 )
Tax free reserves Law
4172/2013
(108 )
Share capital increase
Exercise of stock options
(244 )
Stock options
Balance as at 31/12/2022
(502 )
Balance as at 1/1/2023
(502 )
Earnings after taxes
Other comprehensive income
after taxes
(5 )
Distributed dividends
6.31
(1.766 )
(1.766 )
Formation of ordinary
reserves
(459 )
Tax free reserves Law
3908/2011
6.11.2
(62 )
Tax free reserves Law
4172/2013
6.11.2
(100 )
Share capital increase
6.11.1
Exercise of stock options
6.34
(423 )
Stock options
Balance as at 31/12/2023
The accompanying notes constitute an inseparable part of the financial statements.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
129
Statement of Changes in Parent Company’s Equity
COMPANY
Note
Share
capital
Share
premium
Reserves
Retained
earnings
Total
Balance as at 1/1/2022
6.329
3.316
23.126
59.885
92.655
Earnings after taxes
0
0
0
9.175
9.175
Other comprehensive income after
taxes
0
0
0
11
11
Distributed dividends
0
0
0
(1.591)
(1.591)
Formation of ordinary reserves
0
0
364
(364)
0
Tax free reserves Law 3908/2011
0
0
62
(62)
0
Tax free reserves Law 4172/2013
0
0
108
(108)
0
Share capital increase
41
185
0
0
225
Exercise of stock options
0
0
(244)
244
0
Stock options
0
0
157
0
157
Balance as at 31/12/2022
6.369
3.500
23.573
67.190
100.632
Balance as at 1/1/2023
6.369
3.500
23.573
67.190
100.632
Earnings after taxes
0
0
0
8.297
8.297
Other comprehensive income after
taxes
0
0
0
(5)
(5)
Distributed dividends
6.31
0
0
0
(1.766)
(1.766)
Formation of ordinary reserves
0
0
459
(459)
0
Tax free reserves Law 3908/2011
6.11.2
0
0
62
(62)
0
Tax free reserves Law 4172/2013
6.11.2
0
0
100
(100)
0
Share capital increase
6.11.1
40
183
0
0
223
Exercise of stock options
6.34
0
0
(423)
423
0
Stock options
0
0
154
0
154
Balance as at 31/12/2023
6.409
3.683
23.924
73.519
107.535
The accompanying notes constitute an inseparable part of the financial statements.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
130
Statement of Cash Flows
GROUP
COMPANY
Indirect method
Note
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Cash flows from operating activities
Earnings before taxes
10.795
11.745
Adjustments on Earnings for:
Depreciation of tangible assets
6.1
3.531
3.714
Amortization of intangible assets
6.3
415
416
Amortization of right-of-use assets
6.14
264
270
Provisions
225
204
Impairment
6.7-
6.8
17
112
Foreign exchange differences
6.24
691
2.056
Profit/(Loss) from the sale of tangible
assets
(19 )
(1 )
(20)
(1)
Interest income
6.23
(413 )
(101 )
(401)
(101)
Interest expenses
6.23
1.527
512
Share of results in associate companies
6.5
(1.092 )
(608 )
0
0
Total adjustments on Earnings for
Cash Flows
6.250
7.182
17.044
18.927
Working capital changes
(Increase) / decrease of inventories
(19.324 )
6.721
(11.030)
(Increase) / decrease of receivables
(1.501 )
7.748
(6.522)
Increase / (decrease) of liabilities
(903 )
(3.247)
1.716
(21.729 )
11.222
(15.837)
Cash flows from operating activities
28.267
3.090
minus: Income tax paid
(5.695 )
(2.812 )
(3.575)
(2.120)
Net cash flows from operating
activities
24.692
970
Cash flows from investment activities
Share capital increase of subsidiary
6.4
(9.000)
(7.097)
Purchases of tangible fixed assets
(13.774 )
(12.435 )
(7.269)
(6.661)
Purchases of intangible assets
(438 )
(355 )
(438)
(355)
Receipts from sale of tangible and
intangible assets
20
1
Interest received
6.23
251
1
Dividend receivables
6.23
150
100
Net cash flows from investment
activities
(13.779 )
(12.685 )
(16.287)
(14.010)
Cash flows from financing activities
Proceeds from share capital increase
6.11.1
223
225
Receipts from issued/collected loans
6.15-
6.33
7.000
21.913
Payment of loans
6.33
(4.832 )
(6.164 )
(4.361)
(5.733)
Interest and financial expenses paid
6.23
(1.682 )
(602 )
(1.500)
(495)
Dividends payable
6.31
(1.766 )
(1.591 )
(1.766)
(1.591)
Payments for Lease Liabilities
(552 )
(598 )
(277)
(285)
Net Cash flows from financing
activities
(681)
14.034
Net increase / (decrease) in cash and
cash equivalents
7.724
994
Cash and cash equivalents at the
beginning of the period
16.694
15.700
Effect from foreign exchange differences
(419 )
(7 )
0
0
Cash and cash equivalents at the end
of the period
24.418
16.694
The accompanying notes constitute an inseparable part of the financial statements.
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
131
1. General Information on the Company and Group
The Group operates in the sector of producing flexible plastic packaging items mainly for the food industry
but also for other advanced special applications.
The Company “FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY”
(hereafter mentioned as “the Company” or “FLEXOPACK”) is specifically active in the production of flexible
plastic packaging materials that broadly appeal to many sectors, the most important of which is the food
packaging sector. The Company has developed advanced know-how in the production of multiple layer
packing films, holding the leading position in the Greek market as the competition comes from a limited
number of companies that are active abroad.
The Company was initially established as a General Partnership in 1979 in Koropi Attica. In 1998 it is
converted from a General Partnership to a Société Anonyme , its current form, under the corporate name
“FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY”, according to L.
1297/1972 and C.L. 2190/1920 (Gov. Gazette 11/5.1.1989, S.A. and L.T.D. issue). The company’s base
(constitutive and administrative) is located at the Municipality of Koropi Attica, at the location Tzima (Postal
Code 194 00, tel.: + 30 210 6680000) and is registered in the General Commercial Registry with GEMI
number 582101000.
The duration of the Company is indefinite .
The Company’s building facilities are located at the Tzima position in Koropi Attica , in two self-owned plots
with a total area of 29,432 sq. m. The total useful area of the building facilities amounts to 25,700 sq.m..
The Company within the year 2020 proceeded to the purchase of three land plots which are adjacent to its
existing facilities in Tzima Location of the Municipality of Kropia, with a total area of 14,160 sq.m., in order
to proceed in the future with the construction of an industrial building to expand its production facilities.
After the above
purchases, the total area of land plots of the company amount to 43,592 sq.m..
From September 1995, the Company operates and is a holder of the ISO 9001 quality assurance certificate
for research, development, production, distribution and technical support of its products. The
aforementioned certificate has been granted to the Compan
y from the company Βureau Veritas.
In April 2003 the Company was certified with the new hygiene standard, the British Retail Consortium
(BRC). This standard – with pan European recognition – introduces very high hygiene, products security and
quality demands.
In August 2022, the Company was certified with the ISO 50001:2018 energy management system. By this
manner, the Company aims at the adoption and implementation of the required procedures that will lead
to optimal energy utilization and performance.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023 )
Amounts in thousands euro
132
The Company’s shares are listed and traded on the Athens Exchange from April 1996 (OASIS Code: ΦΛΕΞΟ).
ended on that date, were approved for release by a decision of the Board of Directors on 23 April 2024,
while they are subject to the final approval of the Ordinary General Meeting of Shareholders of
FLEXOPACK SA.
2. Basis for the preparation of the financial statements
The consolidated and separate financial statements of FLEXOPACK PLASTICS SA of December 31
st
2023
covering the period from January 1st up to December 31st2023 have been prepared in accordance with
the International Financial Reporting Standards (IFRS), as such have been adopted by the European Union.
Also, the financial statements have been prepared based on a) the historic cost principle apart from the
Provision for personnel indemnities, derivative financial instruments and stock options where the valuation
was made at fair and b) the going concern principle.
The consolidated Financial statements of the Company include the Financial statements of the parent
Company FLEXOPACK PLASTICS SA, as well as those of its subsidiaries mentioned in the following section
3.1.1 Group Structure and methods of companies’ consolidation.
The Financial statements are expressed in thousand euro.
It is noted that any differences in summations of the accompanying financial statements and analysis are
due to rounding.
Wherever it was deemed appropriate, the comparative financial accounts and items have been
reclassified in order to be aligned with any changes made in the presentation of the items of the current
year.
The accounting principles, based on which the accompanying financial statements have been prepared and
which the Group applies systematically, are consistent with those applied in the previous financial year.
2.1 Adoption of New and Revised International Standards
New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective
and have been adopted by the European Union`
The following new Standards, Interpretations and amendments of IFRSs have been issued by the
International Accounting Standards Board (IASB), are adopted by the European Union, and their
application is mandatory from or after 01/01/2023.
•
IFRS 17 “Insurance Contracts” (effective for annual periods starting on or after 01/01/2023)
In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS 4. The
aim of the project was to provide a single principle-based standard to account for all types of insurance
contracts, including reinsurance contracts that an insurer holds. A single principle-based standard would
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
133
enhance comparability of financial reporting among entities, jurisdictions and capital markets. IFRS 17
sets out the requirements that an entity should apply in reporting information about insurance contracts
it issues and reinsurance contracts it holds. Furthermore, in June 2020, the IASB issued amendments,
which do not affect the fundamental principles introduced when IFRS 17 has first been issued. The
amendments are designed to reduce costs by simplifying some requirements in the Standard, make
financial performance easier to explain, as well as ease transition by deferring the effective date of the
Standard to 2023 and by providing additional relief to reduce the effort required when applying the
Standard for the first time. The amendments do not affect the consolidated Financial Statements. The
above have been adopted by the European Union with effective date of 01/01/2023.
•
Amendments to IAS 1 “Presentation of Financial Statements” (effective for annual periods starting
on or after 01/01/2023)
In February 2021, the IASB issued narrow-scope amendments that pertain to accounting policy
disclosures. The objective of these amendments is to improve accounting policy disclosures so that they
provide more useful information to investors and other primary users of the financial statements. More
specifically, companies are required to disclose their material accounting policy information rather than
their significant accounting policies. The amendments do not affect the consolidated Financial
Statements. The above have been adopted by the European Union with effective date of 01/01/2023.
•
Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors:
Definition of Accounting Estimates” (effective for annual periods starting on or after 01/01/2023)
In February 2021, the IASB issued narrow-scope amendments that they clarify how companies should
distinguish changes in accounting policies from changes in accounting estimates. That distinction is
important because changes in accounting estimates are applied prospectively only to future transactions
and other future events, but changes in accounting policies are generally also applied retrospectively to
past transactions and other past events. The amendments do not affect the consolidated Financial
Statements. The above have been adopted by the European Union with effective date of 01/01/2023.
•
Amendments to IAS 12 “Income Taxes: Deferred Tax related to Assets and Liabilities arising from
a Single Transaction” (effective for annual periods starting on or after 01/01/2023)
In May 2021, the IASB issued targeted amendments to IAS 12 to specify how companies should account
for deferred tax on transactions such as leases and decommissioning obligations – transactions for which
companies recognise both an asset and a liability. In specified circumstances, companies are exempt from
recognising deferred tax when they recognise assets or liabilities for the first time. The amendments
clarify that the exemption does not apply and that companies are required to recognise deferred tax on
such transactions. The amendments do not affect the consolidated Financial Statements. The above have
been adopted by the European Union with effective date of 01/01/2023.
•
Amendments to IFRS 17 “Insurance contract
s: Initial Application of IFRS 17 and IFRS 9
–
Comparative Information” (effective for annual periods starting on or after 01/01/2023)
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
134
In December 2021, the IASB issued a narrow-scope amendment to the transition requirements in IFRS 17
to address an important issue related to temporary accounting mismatches between insurance contract
liabilities and financial assets in the comparative information presented when applying IFRS 17 “Insurance
Contracts” and IFRS 9 “Financial Instruments” for the first time.
T
he amendment aims to improve the
usefulness of comparative information for the users of the financial statements. The amendments do not
affect the consolidated Financial Statements. The above have been adopted by the European Union with
effective date of 01/01/2023.
•
Amendments to IAS 12 “Income taxes”: International Tax Reform – Pillar Two Model Rules
(effective immediately and for annual periods starting on or after 01/01/2023)
In May 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 12 “Income
Taxes”: International Tax Reform—Pillar Two Model Rules. The amendments introduced a) a temporary
exception to the requirements to recognise and disclose information about deferred tax assets and
liabilities related to Pillar Two income taxes and b) targeted disclosure requirements for affected entities.
Companies may apply the temporary exception immediately, but disclosure requirements are required
for annual periods commencing on or after 1 January 2023. The amendments do not affect the
consolidated Financial Statements. The above have been adopted by the European Union with effective
date of 01/01/2023.
Amendments to IFRS 16 “Leases: Lease Liability in a Sale and Leaseback” (effective for annual periods
starting on or after 01/01/2024)
In September 2022, the IASB issued narrow-scope amendments to IFRS 16 “Leases” which add to
requirements explaining how a company accounts for a sale and leaseback after the date of the
transaction. A sale and leaseback is a transaction for which a company sells an asset and leases that same
asset back for a period of time from the new owner. IFRS 16 includes requirements on how to account for
a sale and leaseback at the date the transaction takes place. However, IFRS 16 had not specified how to
measure the transaction when reporting after that date. The issued amendments add to the sale and
leaseback requirements in IFRS 16, thereby supporting the consistent application of the Accounting
Standard. These amendments will not change the accounting for leases other than those arising in a sale
and leaseback transaction. The Group will examine the impact of the above on its Financial Statements,
though it is not expected to have any. The above have been adopted by the European Union with effective
date of 01/01/2024.
Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (effective for annual periods
starting on or after 01/01/2024)
In January 2020, the IASB issued amendments to IAS 1 that affect requirements for the presentation of
liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the
requirement for an entity to have the right to defer settlement of the liability for at least 12 months after
the reporting period. The amendments include: (a) specifying that an entity’s right to defer settlement
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
135
must exist at the end of the reporting period; (b) clarifying that classification is unaffected by
management’s intentions or expectations about whether the entity will exercise its right to defer
settlement; (c) clarifying how lending conditions affect classification; and (d) clarifying requirements for
classifying liabilities an entity will or may settle by issuing its own equity instruments. Furthermore, in July
2020, the IASB issued an amendment to defer by one year the effective date of the initially issued
amendment to IAS 1, in response to the Covid-
19 pandemic. However, in October 2022, the IASB issued
an additional amendment that aim to improve the information companies provide about long-term debt
with covenants. IAS 1 requires a company to classify debt as non-current only if the company can avoid
settling the debt in the 12 months after the reporting date. However, a company’s ability to do so is often
subject to complying with covenants. The amendments to IAS 1 specify that covenants to be complied
with after the reporting date do not affect the classification of debt as current or non-current at the
reporting date. Instead, the amendments require a company to disclose information about these
covenants in the notes to the financial statements. The amendments are effective for annual reporting
periods beginning on or after 1 January 2024, with early adoption permitted. The Group will examine the
impact of the above on its Financial Statements, though it is not expected to have any. The above have
been adopted by the European Union with effective date of 01/01/2024.
New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been
applied yet or have not been adopted by the European Union
The following new Standards, Interpretations and amendments of IFRSs have been issued by the
International Accounting Standards Board (IASB), but their application has not started yet or they have
not been adopted by the European Union.
•
Amendments to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial Instruments: Disclosures”:
Supplier Finance Arrangements (effective for annual periods starting on or after 01/01/2024)
In May 2023, the International Accounting Standards Board (IASB) issued Supplier Finance Arrangements,
which amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures. The IASB
issued Supplier Finance Arrangements to require an entity to provide additional disclosures about its
supplier finance arrangements. The amendments require additional disclosures that complement the
existing disclosures in these two standards. They require entities to provide users of financial statements
with information that enable them a) to assess how supplier finance arrangements affect an entity’s
liabilities and cash flows and to understand the effect of supplier finance arrangements on an entity’s
exposure to liquidity risk and how the entity might be affected if the arrangements were no longer
available to it. The amendments to IAS 7 and IFRS 7 are effective for accounting periods on or after 1
January 2024. The Group will examine the impact of the above on its Financial Statements, though it is
not expected to have any. The above have not been adopted by the European Union.
•
Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability
(effective for annual periods starting on or after 01/01/2025)
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
136
In August 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 21 The
Effects of Changes in Foreign Exchange Rates that require entities to provide more useful information in
their financial statements when a currency cannot be exchanged into another currency.
The amendments
introduce a definition of currency exchangeability and the process by which an entity should assess this
exchangeability. In addition, the amendments provide guidance on how an entity should estimate a spot
exchange rate in cases where a currency is not exchangeable and require additional disclosures in cases
where an entity has estimated a spot exchange rate due to a lack of exchangeability.
The amendments
to IAS 21 are effective for accounting periods on or after 1 January 2025. The Group will examine the
impact of the above on its Financial Statements, though it is not expected to have any. The above have
not been adopted by the European Union.
2.2 Significant accounting judgments, estimations and assumptions
The preparation of financial statements according to IFRS requires management to make decisions,
perform estimations and use assumptions that affect the amounts presented in the financial statements,
the assets, liabilities, as well as the disclosure of contingent assets and liabilities during the preparation
date of the financial statements and the published income and expenses amounts for the reporting period.
The actual results may differ from such estimations.
Estimations and judgments by the Management are continuously evaluated and are based on empirical
data and other factors, such as expectations for future events considered probable under specific
conditions.
Specific amounts which are included or affect the financial statements, and the relevant disclosures, must
be estimated. During the estimations, assumptions must be created as regards to the values or conditions
that cannot be known with certainty during the preparation period of the financial statements. An
important accounting estimation is considered as one that is important for the depiction of the company’s
financial position and results and demands the most difficult, subjective or complicated judgments by
management, often as a result of the need to create estimations regarding the effect of assumptions which
are uncertain. The Group evaluates such estimations on a constant basis, based on the results of the past
and based on experience, meetings with specialists, trends and other methods that are considered
appropriate under the specific circumstances.
The significant accounting judgments, estimations and assumptions that refer to data, the evolution of
which could affect the financial statements’ accounts, are the following.
Estimated impairment of the value of investments in subsidiaries and associates
The Group, with the exception of goodwill which is being tested for impairment on annual basis, performs
the relevant impairment audit of its investments’ value when events or conditions increase the probability
of such impairment. The recovered amounts of the cash flow generating units have been estimated
according to the calculations of the value in use. For the calculation of the value in use, the estimated
future cash flows are discounted into present value with the use of a discount factor.
The determination of the future flows is performed after in-depth analysis and estimates by the
management with regard to the level of future profitability as well as the assessment of the existing
conditions in the market. The basic assumptions which are being utilized are related to the following
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
137
factors: Discount rate, levels of sales in the next 5-year period, gross profit margin and growth rate after
the 5-year period.
The above calculations require the use of estimates.
Useful life of tangible fixed assets
Fixed assets are being depreciated along their estimated economic life.
The Management makes certain estimations regarding the useful life of depreciated fixed assets.
Provisions for impairment of trade receivables
The Group makes provisions for doubtful receivables in relation to certain customers when there is
evidence or when there are certain elements which indicate that the cash collection with regard to a
particular claim is not likely to occur. The Management of the Group proceeds with a periodical
reassessment of the adequacy of the provision regarding the doubtful receivables in relation to its credit
policy and according to the data of the Group’s Legal Department. These data derive from the processing
of historical information and from recent developments concerning cases under examination.
Estimates of expected credit losses on trade receivables
The provision is based on a table that calculates the expected credit losses throughout the lifetime of the
Group's receivables. This table is based on past evidence but it is adjusted to reflect expectations for the
future financial conditions of customers as well as of the economic environment. At each balance sheet
date, the historical rates are updated and estimates of future financial conditions are reviewed and
analyzed.
The correlation between historical data, future financial conditions and expected credit losses involves
the performance of significant estimates. The amount of expected credit losses depends to a large extent
on changes in conditions and forecasts of the future economic environment. In addition, past evidence as
well as forecasts made for the future economic conditions may not lead to conclusions indicative of the
actual amount of customer defaults in the future.
Income taxes of tax un-audited financial years
The provision for income tax requires judgment and is calculated by estimating the taxes that will be paid to
the tax authorities.
There are many transactions and calculations which render the final determination of the tax uncertain. The
Company recognizes liabilities from expected tax audits, based on estimates of whether or not additional
taxes will be imposed. If the final outcome of the audit is different from the initially recognized, then the
difference will affect the income tax of the period.
Recovery of deferred tax receivables
A deferred tax receivable is recognized for unutilized tax losses to the extent that there will be sufficient
taxable earnings in future in order to be offset with these tax losses. For the determination of the amount
of the deferred tax receivable which may be recognized there is the requirement of judgments and
estimations that must be made by the Group’s Management. These are based on the future taxable
earnings in combination with the tax policies that will be followed in the future.
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Obsolescence of inventories
Appropriate provisions are being performed for obsolete and useless inventories whenever it is deemed
appropriate and necessary. The reductions of the inventory value at the net liquidation value and the
other losses from the inventories are recorded in the statement of results during the period when they
appear.
Issues related to climate change
The Group examines the issues related to climate change in its estimates and assumptions. Although the
Group considers that its business model and services will continue to be sustainable after the transition
to a low-emission economy, the climate-related issues increase the uncertainty in estimates and
assumptions in various items of the financial statement (such as in the estimation of the useful life of non-
financial assets and in the impairment of tangible assets).etc.
3. Basic accounting principles
The accounting principles on the basis of which the attached Financial Statements have been prepared
and which are systematically applied by the Group are listed below.
3.1 Consolidation
Subsidiaries
All companies that are managed or controlled, directly or indirectly, by another company (parent) either
through the holding of majority voting rights in the undertaking or, in the case where there is no majority
shareholding, through agreement of the Company with the other shareholders in the undertaking. That is to
say that subsidiaries are companies in which control is exercised by the parent. Subsidiaries are consolidated
completely (full consolidation) with the purchase method from the date that control over them is acquired
and cease to be consolidated from the date that this control no longer exists.
The acquisition cost of a subsidiary is the fair value of the assets given as consideration, the shares issued
and the liabilities undertaken on the date of the acquisition plus any costs directly associated with the
transaction. The acquisition cost over and above the fair value of the individual assets acquired is booked as
goodwill. If the total cost of the acquisition is lower than the fair value of the individual assets acquired, the
difference is immediately booked directly in the results.
Inter-company transactions, balances and unrealized profits from transactions between Group companies
are written-off. Unrealized losses are also eliminated except if the transaction provides indication of
impairment of the transferred asset.
The participations in subsidiaries, are measured at acquisition cost minus any impairment losses in the
Company’s financial statements.
The accounting principles of subsidiaries have been adjusted when deemed necessary in order to ensure
consistency with the accounting principles adopted by the Group. The preparation date of the financial
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statements of subsidiaries coincides with that of the parent Company.
Non-controlling interests represents the percentage of profit or loss and equity that don’t correspond to the
Group and are presented separately in the consolidated income statements as well as in a separate line in
equity in the consolidated statement of Financial Position.
Associate companies
Associates are companies on which the Group can exercise significant influence but not control. The
assumptions used by the group imply that a holding of between 20% and 50% of a company’s voting rights
suggests significant influence on the company. In the Financial statements of the Company, investments in
associates are measured at acquisition cost minus impairment losses, while in the consolidated financial
statements associates are consolidated with the equity method.
The Group’s share in the profit or losses of associate companies after the acquisition is recognized in the
results, while the share of changes in reserves after the acquisition is recognized in reserves. When the
Group’s share in the losses of an associate is equal or larger than its participation in the associate, including
any other doubtful debts, the Group does not recognize any further losses, except if it has covered liabilities
or made payments on behalf of the associate company.
Unrealized profits from transactions between the Group and its associates are eliminated according to the
percentage of the Group’s holding in the associates. The accounting principles of the associates have been
amended so as to conform to those adopted by the Group.
3.1.1 Structure of the Group and consolidation method of companies
The Group’s companies with the respective addresses, and percentages by which the Group participates in
their share capital, as well as the respective consolidation method in the consolidated financial statements,
are presented below.
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Name
Domicile
Activity
%
Participation
31/12/2023
%
Participation
31/12/2022
Type of
Participation
Relationship
that dictated
the
consolidation
Year of
Acquisition
-
Establishm
ent
Θυγατρικές Εταιρίες-Ενοποιούνται πλήρως (Ολική Ενοποίηση)
FLEXOPACK AEBE
Koropi - Attica
Production - Flexible
plastic packaging
Parent
Parent
FLEXOPACK POLSKA Sp. Zo.o
Malbork
Poland
Production - Flexible
plastic packaging
100
100
Direct
The
participation
percentage
2007
FLEXOSYSTEMS LTD
Belgrade
Serbia
Trading - Flexible
plastic packaging
100
100
Direct
The
participation
percentage
2010
FLEXOPACK INTERNATIONAL
LIMITED
Larnaca
Cyprus
Holding company
100
100
Direct
The
participation
percentage
2014
FLEXOPACK PTY LTD
Brisbane
Australia
Trading -
Manufacturing
Flexible plastic
packaging
100
100
Indirect
The
participation
percentage
2014
FLEXOPACK ΝΖ LIMITED
Auckland New
Zealand
Trading - Flexible
plastic packaging
100
100
Indirect
The
participation
percentage
2016
FLEXOPACK TRADE AND
SERVICES UK LIMITED
Norwich
England
Trading - Flexible
plastic packaging
100
100
Indirect
The
participation
percentage
2014
FLEXOPACK PROPERTIES PTY
LTD
Brisbane
Australia
Property portfolio
100
100
Indirect
The
participation
percentage
2017
FLEXOPACK FRANCE LIMITED
Lyon
France
Trading - Flexible
plastic packaging
100
100
Indirect
The
participation
percentage
2018
FLEXOPACK USA, Inc
Delaware-USA
Trading - Flexible
plastic packaging
100
100
Indirect
The
participation
percentage
2020
FLEXOPACK IRELAND LIMITED
Dublin-Ireland
Trading - Flexible
plastic packaging
100
100
Indirect
The
participation
percentage
2021
FLEXOPACK DENMARK ApS
Copenhagen-
Denmark
Trading - Flexible
plastic packaging
100
100
Indirect
The
participation
percentage
2021
The subsidiary company «FLEXOPACK ΝΖ LIMITED», is fully controlled by «FLEXOPACK PTY LTD».
FLEXOPACK DENMARK had no business activity during the year 2023.
Associate Companies via Equity Consolidation Method
VLACHOU BROS SA
Koropi - Attica
Production - Flexible
plastic packaging
47.71
47.71
Direct
2001
ΙΝΟVA PLASTICS SA
Thiva
Production - Rigid
plastic packaging
50.00
50.00
Direct
2001
Subsidiaries "FLEXOPACK PTY LTD", "FLEXOPACK PROPERTIES PTY LTD", "FLEXOPACK TRADE AND SERVICES UK LIMITED", "FLEXOPACK
FRANCE", "FLEXOPACK USA Inc", "FLEXOPACK IRELAND LIMITED" and "FLEXOPAC DENMARK ApS" are fully controlled from the Cypriot
subsidiary «FLEXOPACK INTERNATIONAL LIMITED» which is fully owned (100%) by the parent company "FLEXOPACK PLASTICS SA".
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3.2 Operation and presentation currency and foreign currency translation
Euro is the Group’s and Company’s presentation and operation currency. Foreign exchange transactions
are translated to euro based on the exchange rates in effect at the transaction dates. At the date when the
financial statements are prepared, receivables and liabilities in foreign currency are translated in order to
reflect the foreign exchange rates at the balance sheet date.
Profit and losses deriving from transactions in foreign currencies as well as from the valuation of foreign
currency units at the end of the year are included in the income statement, with the exclusion of
transactions that fulfill the conditions of cash flow hedging, which are depicted in the statement of
comprehensive income.
The operating currency of the foreign subsidiaries is also the official currency of the country which each
company operates in. For foreign subsidiaries which do not operate in the euro area, the conversion of
their financial statements will be as follows.
Assets and liabilities are translated with the exchange rates in effect during the date of the statement of
Financial Position.
Equity is translated with the exchange rates in effect during the dates when such resulted.
Income and expenses are translated with the average exchange rate during the period. The resulting
foreign exchange differences from the above translation are registered in the statement of comprehensive
income until the sale, write-off of a subsidiary, when such are transferred to the results for the year.
3.3 Tangible fixed assets
Tangible fixed assets are reported in the financial statements at acquisition cost, less accumulated
depreciations and any accumulated impairment losses. The acquisition cost includes all the directly
attributable expenses for the acquisition of the assets.
Subsequent expenditure is added to the carrying value of the assets or is booked as a separate asset only if
it is probable that future economic benefits will flow to the Group and their cost can be accurately
measured.
The cost of repairs and maintenance is booked in the results when such are realized.
Tangible assets under construction include fixed assets under construction and are presented at cost.
Tangible assets under construction are not depreciated until the asset is completed and ready for its
intended productive operation.
Land is not depreciated. Depreciation of other tangible fixed assets is calculated using the straight line
method over their useful lives, as follows:
•
Buildings: 25 years
•
Mechanical equipment: 8-15 years
•
Vehicles: 5-10 years
•
Other equipment: 3-10 years
Upon sale of tangible fixed assets, any difference between the proceeds and the carrying value are booked
as profit or loss in the results.
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Goodwill is the difference between acquisition cost and the net assets that were acquired during the
acquisition date of the subsidiary company. The resulting acquisition expenses are accounted for in
expenses. The Company during the acquisition date recognizes the goodwill that resulted from the
acquisition, presenting such as an asset at cost. Following initial recognition, goodwill is valued at
acquisition cost less the cumulative losses due to impairment. Goodwill is not amortized however it is
reviewed annually for any impairment, or even more frequently if there are events that indicate loss.
Impairment losses related to goodwill cannot be reversed in subsequent periods.
In the case where the fair value of equity during the acquisition date of a company is larger than the price
paid for its acquisition then a negative goodwill (income) is recorded directly as income in the income
statement.
3.5 Intangible assets
Intangible assets are presented in the financial statements at acquisition cost minus accumulated
amortization and any accumulated impairment losses.
Amortization is calculated with the straight line method through the duration of their useful economic life.
Intangible assets comprise know-how rights, patents, cost for the development of new products and
software licenses.
a) Know-how rights concern the purchase of a patent right and of all the applications of the patent of the
patent right group based on the “multiple layer heat-shrinkable packing film”, with all the rights and
obligations stemming thereof. The initial recognition of the intangible asset has been done at cost
(contractual consideration for purchase) which is reduced on an annual basis through amortization. The
useful life of the intangible asset has been estimated by the Management at 20 years. It is noted that this
right may become the object of a trade in the future.
b) Cost for the development of patents related to various products such as multiple-layer packing film,
which are exported to various countries and amortized based on their useful life as this is estimated by
Management at 20 years. The initial recognition is made at acquisition cost which is reduced annually
through amortization.
c) Expenses related directly to research, which includes the cost of raw materials used. The cost of in-house
research of products is recognized as an intangible asset. Until the completion of the research, assets are
subject to impairment reviews. Amortization begins with the completion of the asset and is calculated
based on the straight line method. The useful life of the above intangibles is estimated by Management at
10 years.
The expenses related to research activities are recognized as expenses during the period. Expenses realized
during the research phase of a new product are recognized as intangible assets if the following are met:
• the technical viability of the under development product for internal use or sale may be proven.
• the intangible asset will create potential future benefits from the internal use or sale.
• there are adequate and available technical, economic and other resources for the completion of its
development and
• the value of intangible asset may be reliably estimated.
d) Software: Software licenses are valued at acquisition cost less amortization. Amortization is effected
using the straight line method throughout the useful life of these assets which ranges from 1 to 10 years.
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3.6 Impairment of Assets
The Group examines at each date of the annual financial statements whether and to what extent there
are indications that the value of an asset may be impaired. Apart from goodwill and intangible assets with
an indefinite economic life, which are reviewed for impairment annually, the carrying values of other
assets are subject to an impairment review when events or changing conditions imply that their carrying
value may not be recoverable. The impairment loss of an asset is recorded as an expense in the income
statement when the net book value of the asset is higher than its recoverable value. The recoverable value
is defined as the highest between the fair value less the cost of sale and the value in use of the asset. Fair
value less the cost of sale is the amount that can be received from the sale of an asset in the context of a
bilateral agreement where both parties have full knowledge and proceed on their own will, after the
deduction of any additional direct cost for the sale of the asset. Value in use is the present value of the
estimated future cash flows expected to be generated as result of the asset’s constant use and sale at the
end of its useful life. For the purposes of determining the impairment, assets are grouped at the lowest
possible level for which separate cash flows can be determined.
3.7 Trade receivables and other receivables
The trade and other receivables are initially recognized at fair value and in a later stage are valued at their
net cost, after the deduction of any impairment losses. The impairment losses are recognized whenever
there is objective evidence that the Group is not in position to collect the entire amounts which are due
according to the contractual terms. The amount of impairment is the difference between the book value
of the receivables and the present value of the estimated future cash flows.
Regarding the provision for expected credit losses, the Group applies the simplified approach of IFRS 9 by
measuring the loss provision at an amount equal to the expected lifetime credit losses for all trade
receivables and other receivables from customer contracts.
The amount of the provision is recorded as an expense in the statement of results.
3.8 Inventories
Inventories include raw and auxiliary materials, packaging items, consumables, spare parts, finished and
semi-finished products and merchandise as well as purchases of inventory under collection.
The cost of inventories includes all the purchasing and manufacturing expenses as well as the expenses that
were realized in order to render the inventory at its current position and condition. The cost of inventories
does not include financial expenses.
At the balance sheet date, inventories are valued at the lower of acquisition cost and net realizable value.
Net realizable value is the estimated sales price during the normal course of business of the company less
any relevant sales expenses.
The cost of inventories is defined by the weighted average method.
With regard to obsolete and scrap inventory, relevant provisions are formed and the corresponding losses
are recorded in the statement of income during the period they arise.
_
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3.9 Cash & cash equivalents
Cash and cash equivalents include cash in the bank and in hand as well as short term time deposits. Cash &
cash equivalents have negligible market risk.
3.10 Suppliers and related liabilities
The trade liabilities are initially recognized at fair value and in later stage are being valued according to
the net cost method via the utilization of the effective interest rate.
3.11 Financial Assets and Financial Liabilities
Initial recognition and subsequent measurement of financial assets
As of 1 January 2019, in accordance with IFRS 9, the following t
wo items are used as the basis for the
classification of financial assets.
(a) the concept of an entity's business model for the management of financial assets as determined by key
management personnel (in accordance with the definitions in IAS 24); and
(b) the characteristics of the contractual cash flows of the financial asset.
Each financial asset is classified into one of three categories:
(a) at amortized cost, when it is withheld for the purpose of collecting conventional cash flows on specific
dates consisting of the repayment of capital and interest.
(b) at fair value through other comprehensive income, when it is withheld for the purpose of collecting
conventional cash flows or for the purpose of selling it.
(c) at fair value through profit or loss, provided that it does not fall into any of the above two categories.
Financial assets recognized at amortized cost are subsequently measured using the effective interest
method and are tested for impairment. Profits and losses are recognized in profit or loss when the asset
ceases to be recognized, modified or impaired.
Financial assets of the Group and the Company that are valued at amortized cost include customer
receivables and other receivables.
The Group and the Company as at 31/12/2023 did not hold financial assets measured at fair value through
other comprehensive income measured at fair value through profit or loss.
Impairment of financial assets
The Group and the Company assess, at each reporting date, whether the value of a financial asset or a
group of financial assets has been impaired as follows:
A provision for impairment against expected credit losses for all financial assets that are not measured at
fair value through profit or loss is recognized.
Expected credit losses are based on the difference between all contractual cash flows payable under the
contract and all cash flows that the Group or the Company expects to receive, discounted at the
approximate original effective interest rate.
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For corporate receivables and other receivables, the Group and the Company apply the simplified
approach for calculating the expected credit losses, i.e. at each reporting date, measure the provision for
a financial instrument for an amount equal to the expected credit loss, throughout their life without
monitoring the changes in credit risk.
Derecognition of financial assets
A financial asset (or part of a financial asset or part of a group of similar financial assets) is derecognized
when:
- the rights to the inflow of cash resources have expired
-The Group or the Company retains the right to receive cash flows from that asset but has also undertaken
to pay them to third parties in full without undue delay in the form of a transfer agreement;
-The Group or the Company has transferred the right to receive cash flows from that asset while either (a)
it has transferred substantially all the risks and rewards thereof or (b) has not transferred substantially all
the risks and rewards , but has passed the control of that item.
Initial recognition and subsequent measurement of financial liabilities
Financial liabilities may be classified into two categories:
(a) Financial liabilities measured at fair value through profit or loss, and
(b) Financial liabilities measured at amortized cost.
They are initially measured at their fair value less the cost of trade, in the case of loans and payables.
Financial liabilities of the Group and the Company consist of bank loans, liabilities to suppliers and related
liabilities and subsequently from initial recognition are measured at amortized cost using the effective
interest method.
Derecognition of financial liabilities
A financial liability is derecognized when the commitment resulting from the obligation is canceled or
expires. When an existing Financial Liability is replaced by another by the same Lender but under
substantially different terms or the terms of an existing liability are substantially amended, such exchange
or amendment is treated as a derecognition of the original liability and recognition of a new liability. The
difference in the respective book values is recognized in the income statement.
Offsetting of financial receivables and liabilities
Financial assets and liabilities are offset and the net amount is reflected in the statement of Financial
Position only when the Group or the Company legally holds that right and intends to offset them on a net
basis with each other or to claim the asset and settle the obligation at the same time. The statutory right
should not depend on future events and should be capable of being executed in the normal course of
business and in the event of default, insolvency or bankruptcy of the company or the counterparty.
3.12 Financial Derivatives
The financial derivatives are initially recorded at fair value during the transaction date and subsequently
are valued at fair value. Changes in fair value are recorded in the results unless hedge accounting is applied.
The fair value of financial derivatives is defined by the price of such in an active market, or by using
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valuation techniques in cases where there is no active market for such instruments.
Derivatives are classified as financial assets when their fair value is positive and as financial liabilities when
their fair value is negative.
The gains or losses resulting from changes in the fair value of derivatives are accounted for directly in the
statement of results, except for the effective part of the cash flow hedging, which is recognized in the
statement of other comprehensive income and then it is transferred to the results of the year when the
prospective transaction is finally recognized in the statement of results.
For the purposes of hedge accounting, the hedging actions are classified as follows:
• Hedging of fair value, when the risk is adjusted to changes in the fair value of an asset or liability or an
unrecognized corporate commitment.
• Cash flow hedging when the risk of cash flow variability is adjusted in relation to a recognized asset or
liability, or in relation to an extremely probable transaction.
• Hedging for net investment in foreign subsidiaries.
During the initial recognition of the transaction, the Group shall record in detail the relationship between
the hedging and the hedged item, as well as the purpose and the risk management strategy that is served
through the agreement of the hedging.
The documentation includes the determination of the hedging and the hedged item or transaction, the
nature of the risk that is being hedged and the way in which the company will evaluate the effectiveness
of the changes at fair value of the hedging instrument for the offset of the risk due to changes in the fair
value of the hedged item, meaning the cash flows relating to the hedged risk.
These compensations are expected to be extremely effective in achieving offsetting changes in fair value
or cash flows and are constantly being assessed to determine their effectiveness throughout the years for
which they have been set. The fair value of a derivative as a hedging instrument is recorded either as a non-
current asset or as a long-term liability, when the remainder of the period until maturity is greater than 12
months, or as an asset or short-term liability if the remainder of the period until maturity is less than 12
months.
3.13 Share capital
The share capital depicts the nominal value of the common shares issued and outstanding. The price paid
above nominal value per share is recorded in the account “Share Premium” in Equity. Direct expenses
paid for the issuance of new shares or rights are recorded in equity as a deduction from the amounts of
the issue.
3.14 Loans
Loans are initially recognized at cost, namely at the fair value of the amount received, less any possible
direct costs for the realization of the transaction. Subsequently, loans are valued at net book cost based on
the effective interest rate method. The borrowing cost is recognized in the results of the period when such
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is realized.
Borrowing cost that is directly linked to the purchase or construction of an asset, which requires a significant
period in order to render such ready for use, is capitalized as part of the asset’s acquisition cost. From the
beginning of the fixed asset’s production operation and after, the loan’s interest are charged in the results.
Loan liabilities are classified as short-term except for the cases where the Group has the right to postpone
the payment of the liability for at least 12 months after the date of the annual financial statements.
3.15 Income tax (Current and deferred)
The period’s charge for income tax consists of the current tax and the deferred taxes, i.e. the tax charges
or tax credits that are associated with economic benefits accruing in the period but which have been or
will be assessed by the tax authorities in different periods.
The income expense stands for the sum of the currently payable tax and the deferred tax, plus any
additional tax from previous years’ tax audit.
The tax burden of the current year is based on the year’s taxable profit. The taxable profit differs from the
net accounting profit appearing in the results since it excludes income or expenses which are taxed or
which are tax deductible in other years and since also it excludes items which are never being taxed or
being tax deductible. The tax is calculated according to the effective tax rates or those which have been
enforced at the date of the Statement of the Financial Position.
Deferred income tax is determined according to the liability method which results from the temporary
differences between the book value and the tax base of assets and liabilities.
Deferred tax assets and liabilities are valued based on the tax rates that are expected to be in effect during
the period in which the asset or liability will be settled, taking into consideration the tax rates (and tax
laws) that have been put into effect or are essentially in effect up during the date of the annual financial
statements.
Deferred tax assets are recognized to the extent that there will be a future tax profit to be set against the
temporary difference that creates the deferred tax asset.
The Group proceeds with offsetting entries between tax receivables and tax liabilities whenever there is
a legally applicable right for such action as well as whenever the deferred tax receivables and tax liabilities
concern taxable income imposed by the same tax authority.
3.16 Employee benefits
Short-term benefits
Short-term employee benefits (except post-employment benefits) monetary and in kind are recognized as
an expense when they accrue. Any unpaid amount is booked as a liability, while in the case where the
amount paid exceeds the amount of services rendered, the company recognizes the excess amount as an
asset (prepaid expense) only to the extent that the prepayment will lead to a reduction of future payments
or to reimbursement.
Post-employment Benefits
According to Law 2112/20, the Company pays to employees a compensation as a lump sum due to
retirement or dismissal. The level of the paid indemnity depends on the years of service, the level of
remuneration and whether it is due to retirement or dismissal.
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In Greece
payable in case of dismissal.
The relevant liability for employee indemnities recorded in the annual financial statements is the present
value of the commitment for the defined benefit less the changes deriving from the non-recognized
actuarial profit and loss and the service cost. The commitment for the defined benefit is calculated by an
independent actuarial officer with the use of the projected unit credit method. The liability is defined by
taking into consideration several parameters such as age, service years, salary and specific obligations for
paid benefits.
The provisions corresponding to the current financial year are recorded in the statement of comprehensive
income.
3.17 Government Grants
The Group recognizes the government grants that cumulatively satisfy the following criteria: (a) There is
reasonable certainty that the company has complied or will comply with the conditions of the grant and (b)
it is certain that the amount of the grant will be received. They are booked at fair value and are
systematically recognized as revenue according to the principle of matching the grants with the
corresponding costs that they are subsidizing.
Grants that relate to assets are included in long-term liabilities as deferred income and are recognized
systematically and rationally as revenue over the useful life of the fixed asset.
Amortization of grants is presented in “Other operating income” in the Income Statement.
3.18 Provisions for contingent claims-liabilities
Provisions constitute liabilities of uncertain time frame or amount.
Provisions are recognized when the Group has present obligations (legal or constructive) as a result of past
events, their settlement through an outflow of resources is probable and the exact amount of the
obligation can be reliably estimated. Provisions are reviewed at the end of each reporting period so that
they may reflect the present value of the outflow that is expected to be required for the settlement of the
obligation.
The provisions may differ from the possible liabilities which unlike the forecasts are not certain to be
verified in the future nor can their amount be reliably measured.
Contingent liabilities are not recognized in the financial statements but are disclosed, except if the
probability that there will be an outflow of resources is very small.
3.19 Recognition of income
Income includes the fair value of goods and services sold, net of Value Added Tax, discounts and returns.
Inter-company income within the Group is eliminated completely.
The new IFRS 15 establishes a five-step model to measure revenue arising from contracts with customers
as follows:
1. Determination of the contract (s) with the customer.
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2. Determination of implementation obligations.
3. Determination of the transaction price.
4. Allocation of the transaction price to the performance obligations of the contract.
5. Recognition of income when the Company fulfills an obligation to execute.
In accordance with IFRS 15, revenue is recognized when the customer acquires control of the goods or
services by specifying the time that the control is transferred either at a given point in time or over time
(usually in the provision of services).
The Group will recognize revenue in a way that reflects the transfer of the goods or services to customers
to the amount it expects to be entitled to in exchange for those goods or services.
Revenue from the service is recognized at the level of the completion of the services provided at the date
of the balance sheet of the total number of the services rendered and the demand is reliably secured.
Interest income is recognized on a time proportion basis using the effective interest rate.
3.20 Leases
The Group recognizes right-of-use assets and lease liabilities for operating leases relating to the lease of
means of transport, mainly passenger cars and buildings at the beginning of the lease. The assets with the
right of use are registered separately in the statement of Financial Position on the line "Right-of-use fixed
assets".
The right of use is initially valued at the cost, which includes the amount of the initial recognition of the
lease liability, any lease payments made at the beginning or before the start of the lease minus any lease
incentives received, any initial direct costs and the estimation of the liability for any costs of restoring the
right to use an asset.
After the initial recognition, the right of use is valued at the cost of acquisition reduced by any cumulative
depreciation and impairment losses and adjusted in the event of a reassessment of the lease liability.
The right of use is amortized by the method of straight line amortization method until the end of the lease
period, unless the contract provides for the transfer of ownership of the underlying asset to the Company
at the end of the lease period. In this case, the right of use is amortized during the economic life of the
underlying asset. In addition, the right of use is checked for impairment damages, if any, and is adjusted
in cases where there is an adjustment of the lease liability.
The lease liability at initial recognition consists of the present value of future residual rent payments. The
Company uses the implied lease rate to discount future leases and, where this cannot be determined,
uses the lender's differential lending rate.
The differential lending interest rate of the lessee is the interest rate at which the lessee would be charged
if he borrowed the necessary funds to purchase an asset of similar value to the asset with the right to use,
for a similar period of time, with similar financial security and in a similar economic environment.
Lease payments incorporated in the valuation of lease liability include the following:
- fixed payments,
- variable payments depending on an indicator or an interest rate,
- amounts expected to be paid on the basis of residual value guarantees,
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
150
- the price of the exercise of the purchase right that the Company considers that it will also exercise as
well as penalties for termination of the lease, if the determination of the duration of the lease has taken
into account the exercise of the right of termination or denouncement by the Company.
After the start date of the lease period, the lease liability decreases with the payment of the lease,
increases with the financial and economic expense and is measured constantly for any reassessments or
modifications of the lease.
A revaluation is made when there is a change in future lease payments that may result from a change in
an index or if there is a change in the Company's estimate of the amount expected to be paid for a residual
value guarantee, a change in the lease and a change in the estimate of the right to purchase the underlying
asset, if any. When the lease liability is adjusted, a corresponding adjustment is made to the book value
of the right-of-use or is recorded in the results when the book value of the right-of-use is reduced to zero.
According to the accounting policy selected by the Group, the right to use is recognized in a distinct line
in the Balance Sheet entitled "Right-of-use fixed assets" and the liability to lease is recognized in the
"Lease liabilities" in the categories of Long-Term and Short-Term Liabilities respectively.
The Group has selected to use the exception provided by IFRS 16 and not to recognize the right to use and
the lease liability for leases not exceeding 12 months or for leases in which the underlying asset is of low
value (less than 5,000 Euros when it is new).
3.21 Dividend distribution
The distribution of dividends to shareholders of the parent Company is recognized as a liability in the
financial statements at the date on which the distribution is authorized by the Annual General Shareholders
Meeting.
3.22 Earnings per Share
Basic earnings per share are calculated by dividing the year’s net earnings corresponding to the common
shareholders with the weighted average number of shares outstanding during the same year.
Adjusted (diluted) earnings per share are calculated by adjusting the weighted average number of common
shares outstanding, with the effects of all potential securities convertible into ordinary shares. Stock options
(Note 6.35) are the only category of potential securities convertible into common shares of the Company.
For the purposes of calculating diluted earnings per share, the exercise of stock options is taken for granted.
The existing weighted number of shares outstanding is added to the difference between the number of
common shares deemed to have been issued in the exercise of the stock options and the number of
common shares that would have been issued at fair value.
The number of common shares that would have been issued at fair value is calculated by dividing the
hypothetical receipts from the stock options by the average market price of the common shares during the
reporting period.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
151
The Group is active in the production of flexible plastic (films) packaging materials mainly aimed at the food
industry.
Given that the conditions for application of I.F.R.S. 8 “Operating Segments” are not met, and specifically the
condition (b) and (c) of paragraph 5 of the Standard are not met, the Group’s activities are presented as one
segment.
The above conditions define that an operating segment constitutes part of the company: a) for which
operating results are reviewed regularly by the “Chief Operating Decision Maker”, which corresponds to the
parent company’s Board of Directors for the Group, in order to make decisions regarding the allocation of
resources and to assess its effectiveness and b) for which separate Financial information is available.
The geographical allocation of the Group’s sales and assets is presented in the following table.
5. Risk Management
Given its constant export orientation and particularly its high extrovert strategy, the Group operates
within an intense competitive and rapidly changing international environment. The Group’s general
activities create several financial and other risks, including exchange rate risk, interest rate risk, credit and
liquidity risk. The basic risk management policies that the Group applies during the performance of its
business activity are determined primarily by its Management and are re-assessed on a continuous and
systematic basis. The overall risk management plan of the Company and in general of the Group focuses
on the fluctuations of the financial markets and aims to mitigate and also minimize the potential adverse
effects of these fluctuations on the financial performance and results of the Group as a whole.
The Group’s financial assets and financial liabilities mainly consist of cash & cash equivalents, trade
receivables, loans and other receivables, bank loans, lease liabilities as well as liabilities towards suppliers
and related liabilities.
GROUP
1/1-31/12/2023
GREECE
EUROPE
OTHER
COUNTRIES
Intra-Group
Write-offs
TOTAL
Income from external customers
14,673
59,532
78,885
0
153,091
Total Assets
166,225
65,757
32,384
(66,433)
197,933
Purchases of Fixed Assets
8,994
6,795
133
0
15,923
1/1-31/12/2022
GREECE
EUROPE
OTHER
COUNTRIES
Intra-Group
Write-offs
TOTAL
Income from external customers
16,284
62,110
72,618
0
151,012
Total Assets
160,024
47,413
36,287
(67,705)
176,019
Purchases of Fixed Assets
7,015
5,467
1,007
0
13,489
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
152
The Board of Directors of the Company is responsible for the effective monitoring of the exposure to
business risks of the Company and the Group in general and performs with an aim to ensuring stability,
the uninterrupted continuation of operations and the growth of the Company.
The Management is responsible for the appropriate and effective implementation of the Business Risk
Management System across the entire spectrum of the daily life of the Company and the Group in general.
In particular, the Management is responsible for the systematic identification and proper evaluation of
risks that affect business activities and in addition, oversees the formulation and timely implementation
of the respective risk management plans. It regularly evaluates, along with the assistance of the audit
Committee, the effectiveness and the need to adjust risk management plans in order to achieve optimal
management.
Ι. The usual financial risks to which the Group is exposed are as follows:
Α. Exchange rate risk
The Group operates on a global level and realizes transactions in foreign currency, mainly: (a) in U.S. dollar
(U.S.D.), (b) in Polish zloty (PLN), (c) in Australian dollar (AUD) and (d) in British Pound (GBP).
The Group’s exposure to foreign exchange risk mainly emerges from existing or expected cash flows in
foreign currency (exports-imports), as well as from investments in foreign countries under a different
currency other than Euro whose equity is exposed to exchange rate risk during the translation of their
financial statements for consolidation purposes.
The foreign exchange risk that emanates from transactions in foreign currency according to the above is
hedged with the use of placements in foreign currency and foreign exchange futures, depending on the
needs each time.
The Group monitors on constant basis the movements of the above exchange rates and the particular
risk, as consequence of the broader uncertainty and volatility that characterizes the global environment,
exists and may significantly affect the results of the Group during the financial year 2024.
The invoiced sales in foreign currency of the Group during the financial year 2023 represent 57.02% of
total sales, while during the financial year 2022 they had accounted for
49.91%, as
depicted in the table
below.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
153
The following table presents the exposure of the Group to exchange rate risk on 31/12/2023 and more
specifically the effect on the earnings before taxes and the equity of the Group in case of a 5% change in
the exchange rates compared to the exchange rate of 31/12/2023, keeping all other variables constant.
More specifically, the presented changes concern the exchange rates EUR/USD, EUR/PLN, EUR/AUD and
EUR/GBP.
Β
.
Cash flow risk due to changes in interest rates
The Group's bank borrowing is long-term and is mainly denominated in Euro currency, linked to Euribor
interest rates plus a spread. The recent stabilization of interest rates at higher levels has negatively
affected the Group's financial results and cash flows.
Interest rate risk is currently considered relatively controllable.
Sales in Foreing Currency
2023
2022
%
%
US Dollar (USD)
21.77
17.83
Polish Zloty (PLN)
3.1
4.03
Australian Dollar (AUD)
20.57
18.85
Great Britain Pound (GBP)
10.83
8.25
Other Currencies
0.75
0.95
Total
57.02
49.91
Sensitivity Analysis for Foreign Exchange Changes
GROUP
Foreign
Currency
(decrease) of
foreign currency
against €
Effect on
earnings
before taxes
Effect on
equity
Amounts for 2023
USD
5.00%
491
621
-5.00%
-491
-621
PLN
5.00%
379
1,399
-5.00%
-379
-1,399
AUD
5.00%
609
735
-5.00%
-609
-735
GBP
5.00%
357
362
-5.00%
-357
-362
Amounts for 2022
USD
5.00%
395
445
-5.00%
-395
-445
PLN
5.00%
216
1,063
-5.00%
-216
-1,063
AUD
5.00%
763
863
-5.00%
-763
-863
GBP
5.00%
237
249
-5.00%
-237
-249
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
154
Sensitivity Analysis of Group’s Loans against changes in interest rates
C.
Credit risk
Credit risk is the possibility that a counterparty will cause financial loss to the Group and the Company
due to the breach of its contractual obligations.
The maximum credit risk to which the Group and the Company are exposed, at the date of preparation of
the financial statements, is the book value of their financial assets.
The Group does not face significant credit risk until today. Trade receivables stem from a wide client base,
both from Greece and mainly from abroad. The Group’s turnover mainly consists of transactions with reliable
and creditworthy firms and companies in general, with most of which it sustains a long-term collaboration
and relation of mutual trust in the majority of cases.
It should be noted that the Group has established and systematically applies credit control procedures that
aim at minimizing bad debt. The Credit Control Department defines credit limits per customer and specific
sales and cash collection terms are applied, while possible security is requested when deemed necessary. To
the greatest possible extent, the Group continuously and systematically monitors the performance and
financial position of its customers, in order to be pro-active and to evaluate the need to take specific
measures per customer, also according to the market characteristics and difficulties where each customer
operates in.
No doubtful debtors exist that have not been covered by provisions for doubtful receivables.
It is also noted that the particular risk, although existent mainly due to the war conflict in Ukraine, but
also due to the uncertainty in the wider Middle East region, is considered for the time being as relatively
limited and controllable according to the historic data possessed by the Group and in the context of the
precautionary measures that have been taken and as well as the procedures that have been established.
It is underlined that a potential credit risk exists in cash and cash equivalents as well.
The particular risk may arise from a possible inability of the collaborating financial institution to meet its
obligations towards the Group. The Group applies procedures that limit its exposure to credit risk in
relation to each financial institution which the Group collaborates with.
Interest on received bank loans
GROUP
Interest rate
change
Effect on earnings
before taxes
Effect on equity
Amounts for 2023
1%
-391
-305
-1%
391
305
Amounts for 2022
1%
-331
-258
-1%
331
258
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
155
On December 31
st
2023, the maturity of trade receivables was as follows:
From the overdue and non-
impaired receivables of the Company amounting to 12,398 thousand Euros of
the above table, the amount of 10,976 thousand Euros concerned receivables of the parent company
from subsidiaries.
D.
Liquidity risk
In general, the monitoring of liquidity risk is focused on systematic monitoring and effectively managing cash
inflows and outflows on a constant basis, in order for the Group to be able to smoothly and consistently meet
its cash liabilities.
Liquidity risk is maintained at low levels by holding and ensuring adequate cash balances, while it should also
be noted that there are adequate unused credit lines with financial institutions in order to face any possible
shortage in cash. Such case however, despite the clearly negative circumstances and conditions particularly
and historically seen in the domestic economy over the past years (debt crisis, health crisis, energy crisis,
etc.), has not yet appeared.
Taking into consideration, however, both the concerns regarding the aggravation of economic conditions
in the global market place, the significant appreciation of energy prices, raw materials and food items, as
well as the course of the global economy mainly due to the impact of the war conflict in Ukraine, but also
the ongoing war conflict with reduced intensity in Gaza Strip, the probability of this risk affecting the
Group's cash position, however to a controllable and manageable extent, cannot be ruled out.
The table below summarizes the maturity dates of the financial liabilities on 31 December 2023, based on
the payments arising from the relevant contracts, at discounted prices.
Trade receivables
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Up to 3 months
22,069
17,877
25,610
22,959
Between 3 and 6 months
949
1,037
5,564
10,813
Between 6 months and 1 year
3
24
635
5,595
Over 1 year
24
7
23
4
Total
23,045
18,945
31,833
39,372
Non overdue and non-impaired
19,765
15,544
19,435
17,925
Overdue and non-impaired
3,280
3,401
12,398
21,447
Total
23,045
18,945
31,833
39,372
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
156
ΙΙ. Other risks to which the Group is exposed
Α. Risk arising from competition of foreign and domestic firms
The competition in the international market where the Group and the Company activate is becoming
constantly stronger.
The Group, based on the fully staffed and equipped Research and Development Department that it owns,
and on the long-term presence it possesses in the sector, manages to differentiate its products from the
competition and to present innovative diversified solutions, which the Group can generate thanks to its
broad investment program aiming at a constantly expanding production capacity. The quality of the
Group’s produced products, the strong recognition, and especially the brand name of the Group and the
Company further contribute towards this direction.
Despite the above, the particular risk due to the stronger competition seen on international level is real
and exists, and therefore it may affect the performance and results of the Group during the fiscal year
2024.
Β. Risk of reduced demand due to consumption slowdown
The Group is active in an intensive and competitive, as well as volatile, global environment. Its specialized
know-how in conjunction with the research, development and creation of new products and strong
infrastructure in production equipment, assist the Group to remain competitive as well as expand or achieve
its penetration in new markets.
GROUP 31/12/2023
up to 6
months
6 to 12
months
2 to 5
years
> 5 years
Total
Bank Debt
3,866
3,011
22,368
9,891
39,137
Other long-term liabilities
554
554
1,216
0
2,324
Lease liabilities
296
296
536
0
1,127
Suppliers and related liabilities
28,435
0
0
0
28,435
Liabilities from income taxes
2,006
1,385
0
0
3,391
Σύνολο
35,156
5,246
24,120
9,891
74,413
GROUP 31/12/2022
up to 6
months
6 to 12
months
2 to 5
years
> 5 years
Total
Bank Debt
3,110
2,291
19,283
8,390
33,073
Lease liabilities
198
197
253
0
648
Suppliers and related liabilities
27,464
0
0
0
27,464
Liabilities from income taxes
1,512
5,186
0
0
6,698
Total
32,283
7,674
19,536
8,390
67,882
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
157
The products of the Group are used mainly in food packaging which, since food is of first need, are usually
affected the least from consumption slowdown, however they may be affected subsequently by external
factors that may prevail in the markets in which the Group is active. External factors that may harm demand
for the Group’s products include the probability of illnesses in meat, the change in food and nutrition
patterns, climate changes, a slowdown of the global economy etc.
Given that at the present time there is a significant increase in inflation and interest rates both in the
Eurozone and globally, without signs of any de-escalation at the preparation time of the present financial
report, the particular risk is assessed as significant and therefore it might affect the Group's financial
performance and financial results during the financial year of 2024.
C. Risk related to the cost of production
(a) risk of increasing raw material prices
The Group is exposed to continuous price volatility of raw materials that it acquires internationally. This
volatility may result from abrupt changes in oil production prices, other chemical products or other reasons.
The Group, based on its experience and know-how, takes all the necessary and appropriate measures to
ensure to the greatest possible extent the adequacy of raw materials as well as their sourcing under the
best possible conditions.
In order to reduce this risk, the Group’s inventory and commercial policy applied on a per case basis is
adjusted accordingly in order to diversify and transfer part of this risk, to the extent that this is possible
and according to the current conditions present each time as regards to competition.
Following the above and taking into account the volatile and uncertain global economic environment, this
risk in case of inability to substantially transfer the increase in the cost of raw material prices to the price
of the final product, is assessed as particularly significant and may adversely affect the Group's results
during the current year 2024.
b) risk of rising electricity prices.
Electricity consumption is an important cost factor in relation to the Group's production activity.
To address this particular risk and mitigate its negative consequences, the Group invests systematically in
equipment with low electricity consumption.
However, at the present time and in view of the uncertainty and volatility that prevails, as a result of the
successive hikes in energy prices due to the ongoing war conflict between Russia and Ukraine, but also
due to the wider unrest that prevails in Middle East region, this type of risk is being assessed by the
Company's Management as significant and capable of affecting the financial results and performance of
the Group during the financial year2024.
D. Risks related to work safety
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
158
Work safety for the Group’s employees is a top priority and necessary condition when operating its
production facilities. A plan that focuses on establishing a safety culture throughout all the Group’s
activities and operations, as well as on targeting the constant training and education of the Company’s
personnel is applied on a continuous and constant basis. Moreover, broad educational programs are
applied to systematically and fully train and educate employees on workplace safety and hygiene issues.
The application of such programs is continuously reviewed by the Company’s relevant Department with
the assistance of specialized professionals - Security Technicians with whom the Company collaborates.
E. Environmental risks
Protection of the environment and sustainable development are fundamental principles and growth
pillars for the Group. For this reason, the Group takes strict measures in the areas where it operates,
which in several cases extend further than those imposed by law. The Group invests in best available
techniques for protecting the environment, it closely monitors planned changes in environmental law,
develops its production units with absolute respect towards the environment and it ensures to take the
necessary measures in advance so as to avoid any risk of not complying with the current legislative and
regulatory framework.
F. Risks related to climate change
Climate change is a global environmental issue with implications that significantly affect human health,
working conditions and safety at work.
The optimal response to the risk of climate change comprises a fundamental commitment of the Group,
which in addition to its legal obligation also considers this issue as a moral obligation to contribute actively
and substantially to the efforts of both the international community and our country to combat climate
change-related risks.
The Group recognizes both the risks associated with the phenomenon of climate change, and its
obligations in relation to the need for continuous improvement of its environmental performance.
The mitigation of the effects of climate change affects inevitably and determines significantly the business
strategy of the Group through the adoption and implementation of measures to reduce its environmental
footprint and the systematic effort to use environmentally friendly sources of energy.
The Group monitors and records on a systematic basis the environmental impact of its business activities
and takes measures to reduce its environmental footprint. FLEXOPACK aims at the continuous reduction
of carbon emissions which are mainly due to the consumption of electricity which is the main source of
energy of the Company.
The Group's vision is to continue to be one of the most important Greek companies with a strong
international presence and with a parallel contribution to sustainable development. The desire of the
Group is to enhance its long-term value through the production of technologically advanced products that
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
159
meet the most demanding international standards along with quality, safety and sustainable development
standards.
In this context, the Group promotes and implements a policy, which focuses on the following areas:
- Demonstration of preparedness for emergencies,
-application of emergency prevention, detection and management procedures,
-design and construction of facilities aiming at the greatest possible energy savings,
-frequent maintenance and constant renewal and upgrade of the used mechanical equipment, in order
to leave a low energy footprint,
-continuous information, training and awareness raising of personnel on climate change issues,
-integration into the system of recycling and alternative packaging management, in order to prevent the
generation of packaging waste and the reuse, recycling and effective utilization of all materials,
-selection of recyclable, if possible, raw materials with the lowest possible energy footprint,
-application of technologies for reduction of direct and indirect emissions of greenhouse gases from
energy consumption,
-monitoring of the policy followed by the Group suppliers regarding the implementation of procedures
for dealing with climate change and the use of renewable energy sources along with the provision of
relevant recommendations and suggestions, where necessary,
-building relationships of trust with the local communities in which the Group develops its business
activities; continuous care to minimize the inconveniences caused.
G. Risks due to the spread of COVID-19 pandemic
After almost four years dealing with the coronavirus pandemic, the degree of uncertainty regarding the
course and further spread of the Covid-
19
pandemic is now significantly lower, since the new variants of
virus are more contagious but have milder symptoms compared to the previous ones, especially for
people who are fully vaccinated and are not vulnerable from a health perspective. At the same time, the
above conditions have led to a relaxation if not to a complete removal of the restrictive measures This
further strengthens the assessment of the competent health authorities towards the steady transition
from a pandemic to an endemic situation.
However constant vigilance is still required, even at a global level, as the possibility of new dangerous
epidemics as well as mutations cannot be ruled out.
H. Risk related to the war in Ukraine.
On February 24, 2022, the Russian military invasion of Ukraine took place, which then escalated into a
war, creating geopolitical instability and unsustainable repercussions on the global economy. The latter
was due to the large increases in energy prices, raw materials, industrial metals and other consumer
goods.
It is noted that the Group has no significant business exposure to the countries involved in the war conflict
and therefore no material impact (direct or indirect) exists on its business activities.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
160
The Group's sales towards Russia and Ukraine in year 2023 cumulatively accounted for 0.06% of the
consolidated turnover, while in the previous year 2022 they had represented 0.88% of the consolidated
turnover.
Η. Capital Management
The Group’s objectives in relation to capital management are the smooth operation of its business
activities, ensuring financing for its investment plans and the optimal allocation of capital in order to
decrease the cost of capital.
For the purpose of capital management, the Group monitors the following ratio:
“Net debt to Total Employed Capital”
Net debt is calculated as total short-term and long-term interest-bearing debt minus total cash & cash
equivalents.
Total employed capital is calculated as total net debt plus total equity.
For financial years ended on December 31
st
2023 and 2022 respectively, the above financial ratio evolved
as follows.
The Group may affect its capital structure via the repayment of existing debt or the collection of new debt,
via the share capital increase or capital return towards the shareholders, and also via the distribution or
the non-distribution of dividends or through other money distributions.
6. Notes on the Financial Statements
6.1
Tangible fixed assets
The Group’s tangible fixed assets are analyzed as follows.
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Long-term debt obligations
32,259
27,674
27,191
25,552
Short-term bebt obligations
6,878
5,400
4,861
3,861
Total bank debt
39,137
33,073
32,052
29,412
Liabilities for Leases
1,128
648
643
289
Total Bank Debt
40,265
33,721
32,695
29,701
Minus : Cash and cash equivalents
39,955
23,772
24,418
16,694
Net Bank Debt (1)
309
9,949
8,277
13,007
Total Equity (2)
121,386
106,509
107,535
100,632
Total Employed Capital (1)+(2)
121,695
116,458
115,812
113,639
Net Bank Debt / Total Employed Capital
0.3%
8.5%
7.1%
11.4%
Group
Company
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
161
Additions to property, plant and equipment mainly arise from:
a) FLEXOPACK by an amount of 8.556 million Euros that mainly concerns the purchase of mechanical
equipment.
b) FLEXOPACK POLSKA by an
amount of 6.794 million Euros
that mainly concerns the construction of a
new building and purchase of mechanical equipment.
The Company’s tangible fixed assets are analyzed as follows.
GROUP
Tangible fixed assets
Plots
Buildings
Mechanical
equipment
Vehicles,
furniture
and Other
equipment
Assets
under
constructio
n
Total
Acquisition Cost as at January 1st 2022
9,843
22,772
71,374
4,538
1,005
109,533
Accumulated Depreciations
0
(7,287)
(47,165)
(3,170)
0
(57,621)
Book value as at January 1st 2022
9,843
15,485
24,209
1,368
1,005
51,912
Additions
0
313
2,096
403
10,340
13,153
FX differences
(8)
(67)
(150)
(8)
(12)
(244)
Transfers
0
40
63
9
(130)
(17)
Sales - Reductions
0
0
0
(38)
0
(38)
Depreciations of the current period
0
(934)
(3,784)
(317)
0
(5,036)
FX differences of depreciations
0
23
50
5
0
78
Depreciations of sold, written-off goods
0
0
0
36
0
36
Acquisition Cost as at December 31st 2022
9,836
23,058
73,383
4,905
11,204
122,385
minus: Accumulated Depreciations
0
(8,198)
(50,899)
(3,446)
0
(62,544)
Book value as at December 31st 2022
9,836
14,859
22,484
1,458
11,204
59,842
Additions
39
946
9,841
275
4,384
15,484
FX differences of acquisition cost
(38)
287
411
4
655
1,319
Transfers
0
982
3,606
0
(4,589)
0
Sales - Reductions
0
0
(110)
0
0
(110)
Depreciations of the current period
0
(892)
(3,786)
(329)
0
(5,007)
FX differences of depreciations
0
(106)
(137)
(0)
0
(243)
Depreciations of sold, written-off goods
0
0
110
0
0
110
Acquisition Cost as at December 31st 2023
9,837
25,273
87,131
5,184
11,654
139,078
minus: Accumulated Depreciations
0
(9,196)
(54,712)
(3,776)
0
(67,684)
Book value as at December 31st 2023
9,837
16,077
32,419
1,408
11,654
71,394
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
162
6.2 Goodwill
The amount of goodwill refers to the acquisition of the Polish company FLEXOPACK POLSKA Sp. z.o.o.
Impairment Review of Goodwill
For purposes of reviewing goodwill for possible impairment on 31/12/2023, the aforementioned subsidiary
constitutes an individual cash flow generating unit. As regards to goodwill recognized from the acquisition o
f
COMPANY
Tangible fixed assets
Plots
Buildings
Mechanical
equipment
Vehicles,
furniture
and Other
equipment
Assets
under
constructio
n
Total
Acquisition Cost as at January 1st 2022
8,499
18,918
59,754
3,739
909
91,819
Accumulated Depreciations
0
(5,955)
(42,946)
(2,617)
0
(51,518)
Book value as at January 1st 2022
8,499
12,963
16,808
1,122
909
40,301
Additions
0
248
1,445
335
4,650
6,678
Transfers
0
40
24
9
(90)
(17)
Sales - Reductions
0
0
0
(25)
0
(25)
Depreciations of the current period
0
(750)
(2,716)
(248)
0
(3,714)
Depreciations of sold, written-off goods
0
0
0
25
0
25
Acquisition Cost as at December 31st 2022
8,499
19,206
61,223
4,059
5,468
98,456
Accumulated Depreciations
0
(6,705)
(45,662)
(2,841)
0
(55,207)
Book value as at December 31st 2022
8,499
12,502
15,561
1,218
5,468
43,248
Additions
39
677
7,029
216
595
8,556
Transfers
0
982
2,481
0
(3,464)
0
Sales - Reductions
0
0
(109)
0
0
(109)
Depreciations of the current period
0
(694)
(2,583)
(255)
0
(3,531)
Depreciations of sold, written-off goods
0
0
109
0
0
109
Acquisition Cost as at December 31st 2023
8,538
20,866
70,625
4,275
2,599
106,903
minus: Accumulated Depreciations
0
(7,399)
(48,136)
(3,095)
0
(58,630)
Book value as at December 31st 2023
8,538
13,467
22,488
1,179
2,599
48,273
Gross book value at December 31st 2021
252
Cumulative impairment loss
0
Net book value at December 31st 2021
252
Gross book value at December 31st 2022
252
Cumulative impairment loss
0
Net book value at December 31st 2022
252
Gross book value at December 31st 2023
252
Cumulative impairment loss
0
Net book value at December 31st 2023
252
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
163
FLEXOPACK POLAND Sp. z.o.o., the recoverable amount of such was calculated based on the “value in use”,
discounting its future cash flows.
The definition of the subsidiary’s future cash flows took place by well-founded estimations of management
for the level of the subsidiary’s future profitability and by evaluating current market conditions. The basic
assumptions regarding the estimation of the subsidiary’s value, are as follows:
Discount rate (WACC) 9.16%
Average growth of turnover in the next five years 4.0%
Growth rate after five-years 1.00%
According to the impairment review on 31/12/2023 no impairment losses emerged from the above
goodwill.
Furthermore, no losses emerge in the following cases:
a) if the above discount rate (WACC) increases by 10%, with the other variables being constant.
b) if the above average rate of turnover increase for the next five years is reduced by 30%, with the other
variables being constant.
6.3 Intangible assets
The Group’s and Company’s intangible assets are analyzed as follows:
Intagible Assets
GROUP
COMPANY
Software
Other
intagibles
Total
Software
Other
intagibles
Total
Acquisition Cost as at January 1st 2022
1.933
3.237
5.170
1.932
3.237
5.169
minus: Accumulated Amortization
(1.410)
(1.780)
(3.190)
(1.409)
(1.780)
(3.189)
Book value as at January 1st 2022
523
1.457
1.980
523
1.457
1.980
Additions
87
251
337
87
251
337
Transfers
17
0
17
17
0
17
Amortization during the period
(216)
(200)
(416)
(216)
(200)
(416)
Acquisition Cost as at December 31st 2022
2.037
3.487
5.525
2.036
3.487
5.524
minus: Accumulated Amortization
(1.627)
(1.980)
(3.606)
(1.626)
(1.980)
(3.605)
Book value as at December 31st 2022
411
1.508
1.918
411
1.508
1.918
Additions
73
366
438
73
366
438
Amortization during the period
(206)
(209)
(415)
(206)
(209)
(415)
Acquisition Cost as at December 31st 2023
2.110
3.853
5.963
2.109
3.853
5.962
minus: Accumulated Amortization
(1.833)
(2.189)
(4.021)
(1.832)
(2.189)
(4.020)
Book value as at December 31st 2023
277
1.664
1.942
277
1.664
1.942
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
164
Other intangible assets include know-how use rights, costs incurred for the development of trading names
and mainly costs for the establishment of patents on different applications of multiple layer packing films
abroad.
The additions to Other Intangibles amounting to 438 thousand Euros, concern the cost of developing
trademarks and mainly costs incurred for patenting different applications of multi-layer packaging films
abroad.
6.4 Participations in Subsidiaries
In the parent financial statements, investments in subsidiaries are valued at acquisition cost.
The movement of investments is analyzed as follows.
Condensed financial information on subsidiary companies
31/12/2023 31/12/2022
Opening balance
21,414
14,317
Share capital increase in FLEXOPACK INTERNATIONAL LIMITED
9,000
800
Share capital increase in FLEXOPACK POLSKA
0
6,297
Closing balance
30,414
21,414
COMPANY
31/12/2023
31/12/2022
Country
Direct participation
FLEXOPACK POLSKA Sp. Zo.o
Poland
13,144
13,144
FLEXOSYSTEMS LTD BELGRADE
Serbia
70
70
FLEXOPACK INTERNATIONAL LIMITED
Cyprus
17,200
8,200
30,414
21,414
Indirect participation
FLEXOPACK PTY LTD
Australia
4,638
4,638
FLEXOPACK TRADE AND SERVICES UK LIMITED
England
200
200
FLEXOPACK ΝΖ LIMITED
New Zealand
0
0
FLEXOPACK PROPERTIES PTY LTD
Australia
1,978
1,978
FLEXOPACK FRANCE
France
900
900
FLEXOPACK USA, INC.
USA
153
153
FLEXOPACK IRELAND LTD
Ireland
100
100
FLEXOPACK DENMARK APS
Denmark
5
5
COMPANY
Acquisition Cost
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
165
The above subsidiary companies are fully controlled by the Cypriot subsidiary company FLEXOPACK
INTERNATIONAL LIMITED which is fully owned (100%) by the parent company FLEXOPACK PLASTICS AEBE.
No event or evidence has arisen to suggest that the book value of subsidiaries may no longer be
recoverable and accordingly no impairment test was performed.
6.5 Participations in associate companies
Participations of the Company in associate (related) companies are analyzed as follows.
The movement of investments in associate companies is as follows:
Condensed financial information on associate companies:
GROUP
COMPANY
31/12/2023 31/12/2022
31/12/2023
31/12/2022
INOVA SA
3,311
2,685
1,199
1,199
VLACHOS BROS S.A.
3,989
3,524
1,000
1,000
7,300
6,208
2,199
2,199
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Opening balance
6,208
5,600
2,199
2,199
Proportion in profit/loss (after taxes)
1,278
708
0
0
Other
(36.5)
0
0
0
Dividends
(150)
(100)
0
0
Closing balance
7,300
6,208
2,199
2,199
Domicile
Acquisition
Cost
Assets
Liabilities
Income
Earnings
(losses)
before
taxes
Earnings
(losses)
after
taxes
YEAR 2023
INOVA SA
Ελλάδα
1,199
12,277
5,656
9,839
2,010
1,552
VLACHOS BROS S.A.
Ελλάδα
1,000
27,383
18,923
25,816
1,353
1,053
YEAR 2022
INOVA SA
Ελλάδα
1,199
11,373
6,004
9,998
1,454
1,096
VLACHOS BROS S.A.
Ελλάδα
1,000
29,607
22,264
25,418
401
336
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
166
6.6 Other long-term receivables
The Group’s and Company’s other long-term receivables are analyzed as follows:
6.7 Inventories
The inventories of the Group and the Company are analyzed as follows:
6.8 Trade receivables
The Group’s and Company’s customers and other trade receivables are analyzed as follows:
As of 31 December 2023, the maturity of trade receivables was as follows:
Other Long-term Receivables
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Other given Guarantees
56
55
56
55
Participation in the company CIRCULATE AB
65
50
65
50
Other Long-term Receivables
1
4
0
0
Total
122
109
121
105
GROUP
COMPANY
Inventories
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Raw Materials
17,825
26,883
14,709
21,797
Consumables
202
229
145
172
Spare parts & packaging items
1,881
1,407
1,126
918
Products & other inventory
26,157
23,589
5,600
5,412
Total
46,065
52,109
21,579
28,300
Provisions for impairment
(366)
(364)
(286)
(286)
Total
45,699
51,745
21,293
28,014
GROUP
COMPANY
Trade receivables
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Customers (open account)
21,339
17,240
7,579
6,137
Receivables from associates
1,536
1,254
23,666
32,469
Checks Receivable
675
839
675
836
Impairment provisions
(306)
(243)
0
0
Provision for credit risk
(198)
(144)
(87)
(70)
Total
23,045
18,945
31,833
39,372
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
167
From the overdue and non-impaired receivables of the Company amounting to
12,398
thousand Euros of
the above table, the amount of
10,976
thousand Euros concerned receivables of the parent company
from subsidiaries.
The expected credit losses were calculated based on the table below and the relevant provision on
31/12/2023 amounted to 87 thousand Euros for the Company and to
198
thousand Euros for the Group.
Trade receivables
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Up to 3 months
22,069
17,877
25,610
22,959
3 - 6 months
949
1,037
5,564
10,813
6 months - 1 year
3
24
635
5,595
Over 1 year
24
7
23
4
Total
23,045
18,945
31,833
39,372
Non overdue and non impaired
19,765
15,544
19,435
17,925
Overdue and non impaired
3,280
3,401
12,398
21,447
Total
23,045
18,945
31,833
39,372
GROUP
COMPANY
GROUP
Days of delay with regard to trade receivables
31/12/2023
Non overdue
<30 days
31-60 days
61-90 days
90-365 days
>365 days
Total
Total amount of trade receivables
19,604
3,013
216
0
28
14
22,875
Expected credit loss
74
82
8
0
8
25
198
31/12/2022
Total amount of trade receivables
12,932
3,671
472
50
108
7
17,240
Expected credit loss
41
69
17
2
9
7
144
COMPANY
Days of delay with regard to trade receivables
31/12/2023
Non overdue
<30 days
31-60 days
61-90 days
90-365 days
>365 days
Total
Total amount of trade receivables
18,856
6,980
1,645
1,464
2,287
13
31,245
Expected credit loss
31
39
1
0
3
13
87
31/12/2022
Total amount of trade receivables
4,804
1,085
240
1
4
5
6,137
Expected credit loss
24
31
10
0
1
5
70
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
168
In the previous financial year 2022, the Company did not calculate any expected credit loss with regard to
receivables from its subsidiaries, while the Company is proceeding with such calculation starting from the
current financial year 2023.
6.9 Other receivables
The Group’s and Company’s other receivables are analyzed as follows:
6.10 Cash & cash equivalents
Cash and cash equivalents refer to the Group’s and Company’s cash in hand and to short-term bank deposits
and term deposits held at call with banks.
The Group’s and Company’s cash and cash equivalents are as follows:
6.11 Equity
6.11.1 Share Capital and Share Premium
Other receivables
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Advance payment for income tax
3,030
2,739
1,644
2,694
Receivables from the Greek State for V.A.T.
826
1,802
809
1,281
Receivables for other taxes
24
0
0
0
Purchases of inventory under receipt
1,439
6,286
1,439
1,488
Discounts on purchases under settlement
803
982
663
856
Deferred expenses
827
606
404
362
Income receivable for the year
54
0
54
0
Prepayments and loans to employees
66
24
65
19
Sundry Debtors
48
149
27
73
Total
7,118
12,588
5,105
6,772
GROUP
COMPANY
Cash and cash equivalents
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Cash in hand and at banks
39,955
23,772
24,418
16,694
Total
39,955
23,772
24,418
16,694
GROUP
COMPANY
Share Capital
Share
premium
Total
Number of
shares
Treasury
shares
31/12/2023
6,409
3,683
10,092
11,869.224
96.450
31/12/2022
6,369
3,500
9,869
11,795.024
96.450
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
169
According to the terms of the Stock Option Plan, which was established by virtue of the decision of the
Board of Directors dated 17/05/2021, in execution of the decision of the Annual Ordinary General Meeting
of the Company's shareholders dated 29/6/2018, the Company's executives, as determined by virtue of the
relevant decision
of the Board of Directors dated 24/5/2021, were invited to submit by 29/3/2023 a
statement of intention to exercise the stock options which in total corresponded to 74,200 new common,
registered shares of the Company.
Pursuant to the term 7.2 of the Plan, out of the total number of 75,200 stock options (rights), 1,000 rights
became inactive. After exercising 74,200 stock options of the respective Stock Option Plan with an exercise
price of 3.00 Euro, the beneficiaries (members of the Board of Directors, Directors and personnel of the
Company) paid a total amount of 222,600 Euros via transfer to a bank account held in the name of the
Company. Consequently the share capital of the Company was increased by 40,068 Euros (whereas the
remaining amount of 182,532 Euros was transferred to the share premium account emerging from the
issuance of shares above par value) via the issuance of 74,200 new common registered shares of the
Company carrying voting rights, and with nominal value of 0.54 Euros per share, as follows (amounts in
thousands of Euros).
The above share capital increase pursuant to the BoD decision as of 21/04/2023 was certified by a new
decision of the Company’s Board of Directors on 02/05/2023, in line with the respective decisions of the
above mentioned Annual Ordinary General Meeting of Shareholders, and was registered in the General
Commercial Registry (G.E.MI.) on 03/05/2023, through the Companies Division (Department of Listed
Companies) of Ministry of Development and Investments being the competent Supervisory Authority.
Following the above increase, the Company's share capital now amounts to 6,409,380.96 Euros, divided
into 11,869,224 common registered shares, with a nominal value of 0.54 Euros per share.
Of the above shares, 11,772,774 shares carry
voting rights, since the remaining 96,450 are treasury shares,
the voting rights of which are suspended in accordance with the provisions of article 50 paragraph 1 of Law
4548/2018, as in force.
6.11.2 Reserves
The Group’s and Company’s reserves are analyzed as follows:
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
170
Statutory reserve:
According to Greek corporate law, companies are obliged to create 5% of the period’s earnings as an
statutory reserve until such reaches one third of the paid up share capital. During the Company’s life the
statutory reserve cannot be distributed.
Special taxed reserves:
Special taxed reserves of the Parent Company were created to cover its own participation in the context of
implementing investment plans, according to the provisions of several development laws.
Tax-free reserves of development law grants:
They arose from the transfer of the grants received by the Company from the profit carried forward to
the capital reserves.
The Group’s Management does not intend to capitalize or distribute the above reserves and thus has not
recognized a relevant deferred tax liability.
Other reserves
Other reserves include tax-exempt reserves and reserves taxed under special provision and are analyzed as
follows.
-Tax-exempt reserves according to
L. 1828/89, L. 3220/2004 and L. 3908/2011
Such reserves have been created according to the provisions of tax law and are capitalized, with the payment
of income tax.
-Tax-exempt reserves or reserves taxed according to special laws
Reserves
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Statutory reserve
5,043
4,584
5,043
4,584
Specially taxed reserves
12,196
12,196
12,196
12,196
Tax-free reserves of development law related grants
5,137
5,137
5,137
5,137
Other reserves analyzed as follows:
Tax-exempt reserves of L. 1828/89
876
876
876
876
Tax-exempt reserves of L. 3220/2004
321
321
321
321
Tax-exempt reserves of L. 3908/2011
308
247
308
247
Tax-exempt reserves of L. 4172/2013
258
158
258
158
Reserves from specially taxed income
33
33
33
33
Other reserves
156
156
43
43
Total other reserves
1,953
1,791
1,840
1,678
Stock options
94
363
94
363
Treasury shares
-386
-386
-386
-386
Reserve from FX differences
667
-502
0
0
Grand total
24,705
23,183
23,925
23,573
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
171
Such reserves concern interest income that was either not taxed or on which tax has been withheld at the
source. According to Greek tax law, these reserves are exempt from income tax, with the condition that they
will not be distributed to shareholders.
The Company does not intend to distribute the above reserves and thus it has not recognized a deferred tax
liability for the income tax that will be rendered payable in case of distribution.
- Special reserve article 48, Law 4172/2013
It concerns a special reserve formed from dividends received from associate companies that is exempt
from income taxation based on the provisions of article 48 of Law 4172/2013.
Stock options.
Share distribution program in the form of stock option plan, in accordance with the provisions of article
113 of law 4548/2018. (Note 6.35)
Treasury shares
The Management of the Company pursuant to the decisions of the Annual Ordinary General Meeting of
Shareholders of June 26, 2020 and the Board of Directors of July 13, 2020, announced on July 14, 2020,
the start of implementation of the Stock Repurchase Plan, which provides for the acquisition by the
Company, in accordance with the provisions of article 49 of Law 4548/2018, as in force, of a maximum of
586,001 own (treasury) shares, which correspond to 5% of the total existing shares of the Company, with
a purchase price range between three Euros (3.00 €) per share (minimum) and eight Euros (8.00 €) per
share (maximum) and with the expiration date of the above Plan set on June 26, 2022.
The Company in the framework of the above Stock Repurchase Plan, proceeded on 22.07.2020, via an
over-the-
counter (OTC) transaction, with the purchase of 96,450 treasury shares with an average
purchase price of 4.00 Euros per share, and a total transaction value of 385,800 Euros.
After the aforementioned purchase, the Company holds as of today 96,450 treasury shares, which
correspond to a percentage of 0.82% of the total shares of the Company.
Reserve for foreign exchange differences:
This reserve is used to register foreign exchange differences from the translation of financial statements of
foreign subsidiaries.
The movement of the Group’s and Company’s reserves is as follows:
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
172
GROUP
Statutory
reserve
Treasury
shares
Specially
taxed
reserves
Other
reserves
Stock options
FX
differences
from
consolidation
Total
Balance as at December 31st 2021
4,220
(386)
17,334
1,622
449
(391)
22,848
Formation of statutory reserves
364
0
0
0
0
0
364
Formation of tax free reserve Law 3908/2011
0
0
0
62
0
0
62
Formation of tax free reserve Law 4172/2013
0
0
0
108
0
0
108
Exercise of stock options
0
0
0
0
(244)
0
(244)
Stock options
0
0
0
0
157
0
157
FX differences due to consolidation of subsidiaries abroad
0
0
0
0
0
(112)
(112)
Balance as at December 31st 2022
4,584
(386)
17,334
1,791
363
(502)
23,183
Formation of statutory reserves
459
0
0
0
0
0
459
Formation of tax free reserve Law 3908/2011
0
0
0
62
0
0
62
Formation of tax free reserve Law 4172/2013
0
0
0
100
0
0
100
Exercise of stock options
0
0
0
0
(423)
0
(423)
Stock options
0
0
0
0
154
0
154
FX differences due to consolidation of subsidiaries abroad
0
0
0
0
0
1,170
1,170
Balance as at December 31st 2023
5,043
(386)
17,334
1,953
94
667
24,705
COMPANY
Statutory
reserve
Treasury
shares
Specially
taxed
reserves
Other
reserves
Stock options
Total
Balance as at December 31st 2021
4,220
(386)
17,334
1,509
449
23,126
Formation of statutory reserves
364
0
0
0
0
364
Formation of tax free reserve Law 3908/2011
0
0
0
62
0
62
Formation of tax free reserve Law 4172/2013
0
0
0
108
0
108
Formation of taxable reserve Law 4399/2016
0
0
0
0
0
0
Exercise of stock options
0
0
0
0
(244)
(244)
Stock options
0
0
0
0
157
157
Balance as at December 31st 2022
4,584
(386)
17,334
1,678
363
23,573
Formation of statutory reserves
459
0
0
0
0
459
Formation of tax free reserve Law 3908/2011
0
0
0
62
0
62
Formation of tax free reserve Law 4172/2013
0
0
0
100
0
100
Formation of taxable reserve Law 4399/2016
0
0
0
0
0
0
Exercise of stock options
0
0
0
0
(423)
(423)
Stock options
0
0
0
0
154
154
Balance as at December 31st 2023
5,043
(386)
17,334
1,840
94
23,925
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
173
Retained earnings
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Balance as at January 1st
73.457
61.225
67.190
59.885
Net Results for the period
15.101
14.102
8.297
9.175
Revaluation of earnings-(losses) from
defined benefit plans
(5)
11
(5)
11
Distributed dividends
(1.766)
(1.591)
(1.766)
(1.591)
Transfers to reserves
(620)
(534)
(620)
(534)
Exercise of stock options
423
244
423
244
Balance as at December 31st
86.589
73.457
73.519
67.190
6.12 Deferred tax assets and liabilities
The calculation of deferred tax assets and liabilities is conducted at the individual Group company level and
to the extent where receivables and liabilities arise, such are offset between each other (at the level of each
individual company).
The deferred tax assets and liabilities are offset when there is an applicable legal right to offset current tax
assets against current tax liabilities and when the deferred income taxes refer to the same tax authority.
The Group’s and the Company’s deferred tax assets and liabilities result from the following items:
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
174
GROUP
31/12/2023
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Deferred tax assets
Provision for staff indemnities
140
123
17
7
Other short-term liabilities
0
289
(289)
289
Provisions
207
206
1
129
Expected credit loss (IFRS 9)
42
21
21
3
Foreign exchange differences
135
295
(160)
295
Valuation of derivatives
0
53
(53)
(42)
Stock options
21
80
(59)
(19)
Other
8
2
5
(17)
552
1,069
(517)
645
Deferred tax liabilities
Intangible assets
(106)
(120)
14
16
Tangible assets
(1,428)
(1,440)
12
79
Foreign exchange differences
0
0
0
60
(1,534)
(1,560)
26
155
Net deferred tax liabilities
(982)
(491)
Net charge of deferred tax on the results
(491)
800
Deferred tax recognized in the results
(492)
803
Deferred tax recognized in the other comprehensive income
1
(3)
Total
(491)
800
Deferred tax liabilities/assets
Deferred tax
Statement of Financial Position
Income statement
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
175
6.13
Provision for staff indemnities due to retirement
The Group and Company recognize the liability for staff retirement indemnities as the present value of
the legal commitment for the payment of staff retirement lump sum.
The actuarial valuation of the liabilities has been carried out on the basis of the current legislation, as it
derives from L.2112 / 1920 and L.3026 / 1954 and as they were amended by L.4093 / 2012
, L.4336 / 2015
and L.4194 / 2013.
The Company has not activated any special benefits program for employees other than those arising from
the above legislation, which is committed to benefits in cases of retirement for all employees.
The valuation of the liabilities is being performed in order to capture the following:
a) The obligation of the company, when an employee has provided a service in exchange for benefits to
be paid in the future and
b) The expense of the financial period, when the company consumes the financial benefits arising from
the service provided by an employee in exchange for the payment of benefits.
COMPANY
31/12/2023
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Deferred tax assets
Provision for staff indemnities
140
123
17
7
Other short-term liabilities
0
289
(289)
289
Provisions
75
70
5
22
Expected credit loss (IFRS 9)
19
15
4
3
Foreign exchange differences
135
295
(160)
295
Valuation of derivatives
0
53
(53)
(42)
Stock options
21
80
(59)
(19)
389
925
(536)
555
Deferred tax liabilities
Intangible assets
(106)
(120)
14
16
Tangible assets
(1,161)
(1,205)
43
96
Foreign exchange differences
0
0
0
60
(1,267)
(1,325)
58
172
Net deferred tax liabilities
(878)
(400)
Net charge of deferred tax on the results
(478)
727
Deferred tax recognized in the results
(480)
730
Deferred tax recognized in the other comprehensive income
1
(3)
Total
(478)
727
Statement of Financial Position
Income statement
Deferred tax liabilities/assets
Deferred tax
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
176
Based on the current legislation (L.2112 / 1920, L.4093 / 2012, L.4336 / 2015 and L.3026 / 1954, L.4194 /
2013) the benefit received by the employees concerns exclusively and only the amount of one-time
compensation and is given in case of normal retirement.
The amount of the benefit depends on the years of service and the amount of the salary. In the event of
exit due to retirement, the amount of compensation to be paid is equal to 40% of the pensionable salary
and varies depending on the years of service of each employee.
The relevant liability was calculated after an actuarial study on 31/12/2023 and was analyzed as follows:
Employee benefits due to retirement from service
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Balance at beginning
560
527
560
527
Debits - (credits) in the results
71
47
71
47
Debits - (credits) in the statement of total comprehensive income
6
(14)
6
(14)
Balance at end
637
560
637
560
The main actuarial assumptions used are the following:
31/12/2023
31/12/2022
Discount rate
2.98%
2.80%
Future salary increases
2.50%
2.50%
Inflation
2.10%
2.80%
GROUP
COMPANY
31/12/2023 31/12/2022
Changes in the balance sheet liability
Net Liability to be recorded in the balance sheet at the beginning of the year
560
527
Contributions payable by Employer
-
-
Expenditure to be entered in the income statement
102
78
Benefits paid within the current year by the Employer
(31)
(32)
Amount entered in the OCI
6
(14)
Personnel transportation costs
-
-
Net Liability to be recorded in the balance sheet at the end of the year
637
560
Changes in the present value of the liability
Present value of the liability at the beginning of the year
560
527
Interest expense
16
3
Current service cost
62
59
Employee contributions
-
-
Prior service cost
-
-
Cost (result) of Settlements / Curtailments / Special Cases (e.g. Consolidations, Splits, Terminations)
25
16
Benefits paid within the current year
(31)
(32)
Expenses
-
-
Actuarial (profit) loss on liability
6
(14)
Present value of the liability at the end of the year
637
560
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
177
Sensitivity Analysis
The use of a discount rate higher by 0.5% would result in the actuarial liability being lower by 2% while
the exact reverse assumption, i.e. the use of a discount rate lower by 0.5% would result in the actuarial
liability being higher by 2%.
The corresponding sensitivity tests for the expected salary increase, i.e. the use of an expected salary
increase higher by 0.5% would result in the actuarial liability being higher by 2% while the exact reverse
assumption, i.e. the use of an expected salary increase lower by 0.5% would result in the actuarial liability
being lower by 2%.
6.14
Leases – Right of Use Assets
The right of use assets of the Group and the Company are analyzed as follows:
Amounts recorded in the Balance Sheet and Income Statement and related analysis
Balance sheet for the year
Present value of the obligation at the end of the year
637
560
Actual value of the plan's assets at the end of the year
-
-
Net Liability to be recorded in the balance sheet at the end of the year
637
560
Income Statement at the end of the year
Current service cost
62
59
Interest expense
16
3
Expected return on the plan's assets
-
-
Prior service cost
-
-
Cost (result) of Settlements / Curtailments / Special Cases (e.g. Consolidations, Splits, Terminations)
25
16
Expenditure to be entered in the income statement
102
78
Other Comprehensive Income (OCI)
Amount entered in the OCI
6
(14)
Actuarial (profit) loss on liability due to financial assumptions
(6)
(44)
Actuarial (profit) loss on liability due to demographic assumptions
-
-
Actuarial (profit) loss on liability due to evidence
12
30
Cumulative amount entered in the OCI
78
72
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
178
6.15 Long-term and short-term loans
The common bond loans of the Company as well as the long-term bank loans of its subsidiary company
"FLEXOPACK POLSKA Sp. Zo.o", are denominated in Euros.
The Group's long-term borrowings are based on floating 3-6-month Euribor rates and on fixed spreads. The
Group's short-term borrowings are based on floating Euribor rates plus a spread, except for an amount of
717 thousand Euros (based on the exchange rate of 31/12/2023) which is in Wibor due to borrowings
denominated in the currency of Polish Zloty (PLN).
Right-of-Use Assets
GROUP
COMPANY
Buildings
Transport
Means
Total
Buildings
Transport
Means
Total
Balance as at 1 January 2022
509
416
925
113
275
389
Additions
0
267
267
0
169
169
Forex differences
(2)
(3)
(5)
0
0
0
Depreciation for the year
(286)
(270)
(556)
(105)
(165)
(270)
Forex differences of depreciation
6
2
8
0
0
0
Book value as at 31 December 2022
227
412
640
9
279
288
Balance as at 1 January 2023
227
412
640
9
279
288
Additions
548
439
987
314
291
604
Forex differences
(8)
6
(2)
0
0
0
Depreciation for the year
(279)
(238)
(517)
(105)
(159)
(264)
Forex differences of depreciation
(0)
(2)
(2)
0
0
0
Book value as at 31 December 2023
488
616
1,105
218
410
628
Lease Liabilities
GROUP
COMPANY
31/12/2023
31/12/2022 31/12/2023
31/12/2022
Short-term Leasing Liabilities
542
357
260
122
Long-term Leasing Liabilities
586
290
383
167
Total Lease Liabilities
1,128
648
643
289
Leasing liabilities are payable as follows:
Within the year
592
395
286
134
Within the second year
384
175
244
88
From 3 up to 5 years
239
136
162
91
After 5 years
1
1
0
0
Less: Discounting
(88)
(59)
(49)
(25)
Total Lease Liabilities
1,128
648
643
289
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
179
The amounts of the long-term loans which are payable within a year starting from the balance sheet date
are recorded as short-term liabilities, whereas the amounts payable at a later stage, are recorded as long-
term ones.
The Group does not possess any loans value at fair. The book values of the Group’s loans are estimated
to approach their fair value and therefore the discount which would be used for the determination of the
fair value is almost equivalent to the interest rates charged to the Group.
Long-term and short-term liabilities from the Group’s and Company’s loans are analyzed as follows:
The common bond loans of the Company as well as the long-term bank loans of its subsidiary company
"FLEXOPACK POLSKA Sp. Zo.o", are as follows.
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Long-term debt
Common bond loans
32,052
29,412
32,052
29,412
Long-term Bank Debt
6,230
2,841
0
0
38,281
32,254
32,052
29,412
Minus part of bond loans payable in the next
period
4,861
3,861
4,861
3,861
Minus part of long-term bank debt payable in
the next period
1,162
720
0
0
Total long-term debt
32,259
27,674
27,191
25,552
Short-term debt
Bank debt
804
753
0
0
Factoring
52
66
0
0
Short-term portion of bond loans
4,861
3,861
4,861
3,861
Short-term portion of long-term bank debt
1,162
720
0
0
Total short-term debt
6,878
5,400
4,861
3,861
Total debt
39,137
33,073
32,052
29,412
Maturities of long-term debt
Up to 1 year
6,022
4,580
4,861
3,861
2 - 5 years
22,368
19,283
17,300
17,161
Over 5 years
9,891
8,391
9,891
8,391
Total
38,281
32,254
32,052
29,412
Weighted average interest rate charged on
the results
4.66%
2.67%
4.58%
2.63%
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
180
Α)
On the 24th of December 2018, the Company signed a Common, Paper, Bond Loan Coverage Agreement
through P
rivate Placement, in accordance with the provisions of Law 3156/2003 and Cod. Law 2190/1920,
with a total nominal value of Euro 5,000,000 and covered by the Banking Company under the name
"EUROBANK ERGASIAS SA". Attorney-at-law for payments and Representative of the Bondholders was
designated "EUROBANK ERGASIAS SA".
The proceeds of this non-secured Common Bond Loan was used by the Company, on one hand, by the
amount of 3,250,000 Euros, for the refinancing of existing bank loans and, in particular, for the repayment
of a Bond Issuance of the Company with a balance of 2,250,000 Euros, as well as for a short-term loan
amounting to Euro 1,000,000 and, on the other hand, by the amount of 1,750,000 Euros, in order to cover
its working capital needs.
B) The Company signed on November 17, 2021, a Contract for the Coverage of a Common Bond Loan
through a private placement, in accordance with the provisions of Law 4548/2018 and of Law 3156/2003,
as currently in effect, amounting to 7,000,000 Euros via coverage by "National Bank of Greece SA".
"National Bank of Greece SA" was appointed Power of Attorney and Representative of the Bondholders.
The Company utilized the above loan as follows: (a) an amount of 3,646,000 Euros was channeled into the
refinancing of an existing common bond loan and (b) an amount of 3,354,000 Euros was used by the
Company in order to meet working capital needs of a long-term nature and to further facilitate its business
objectives.
C) On June 9, 2022, the Company signed a Contract for the Covera
ge of a Common Bond Loan via a private
placement, in accordance with the provisions of Law 4548/2018 and Law 3156/2003, as applicable, with
a total nominal value of 9,000,000 Euros and a duration of seven ( 7) years. The loan was covered by the
Limited Liability Banking Company under the name "ALPHA BANK SOCIETE ANONYME". "ALPHA BANK
SOCIETE ANONYME" was appointed as Payment Agent and Representative of the Bondholders.
The proceeds from the above Common Bond Loan were used by the Company as follows: (a) an amount
of 3,214,000 Euros for the repayment/refinancing of the Company's existing loan to Alpha Bank SA and
(b) an amount of 5,786,000 Euros for the financing of working capital.
D) On November 24, 2022, the Company signed a Contract for the Coverage of a Common Bond Loan, in
accordance with the provisions of Law 4548/2018 and Law 3156/2003, as applicable, with a total nominal
value of twelve million nine hundred and thirteen thousand and two hundred and two Euros (€
12,913,202). The above loan was covered
in its entirety on November 29, 2022 as follows:
(a) on the one hand, with funds from the Recovery and Resilience Fund (RRF), by the amount of eight
million seventy thousand seven hundred and fifty one Euros (€ 8,070,751), and
(b) on the other hand, via "Eurobank Societe Anonyme" by the amount of four million eight hundred forty
two thousand and four hundred fifty one Euros (€ 4,842,451).
"Eurobank Societe Anonyme" was appointed Paying Agent and Representative of the Bondholders.
The proceeds from the above Common Bond Loan were utilized by the Company to cover its needs along
an envisaged investment plan. The Company was the implementing body of an eligible Investment Plan
amounting to sixteen million one hundred forty one thousand and five hundred and three euros
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
181
(€16,141,503), which falls under the Eligible Action "Extroversion" and aims at the capacity increase of
the existing production unit of flexible plastic materials (films), located in Koropi (Tzima location), County
of Attiki, Greece.
The duration of the loan has been set at 15 years and the interest rate of the Recovery and Resilience
Fund (RRF) loan has been arranged at
2.49%
, fixed for the entire duration of the loan.
E) On June 22, 2023, the Company signed a Contract for the Coverage of a Common Bond Loan via private
placement, in accordance with the provisions of Law 4548/2018 and Law 3156/2003, as applicable, with
a total value of € 7,000,000. The above loan was covered in its entirety by “National Bank of Greece S.A.”.
"National Bank of Greece S.A." was appointed as Payment Agent and Representative of the Bondholders.
The product of the aforementioned Common Bond Loan will be utilized by the Company in order to cover
long-term working capital needs.
The aforementioned common bond loans have been granted from the banks without any guarantee and
the Company has the right to proceed with an early repayment of the above loans without penalty or
other cost. The terms of the above bond loans include the obligation to preserve specific financial ratios
of (a) total debt to equity, and (b) earnings before interest, taxes, depreciation and amortization (EBITDA)
to debit interest and (c) total net debt to EBITDA, (d) bank debt to EBITDA, (e) earnings before interest,
taxes, depreciation and amortization (EBITDA) to net interest plus principal of loans.
The subsidiary company "FLEXOPACK POLSKA Sp. Zo.o", has since 2020 entered into a long-term loan
agreement for an amount of 2.682 million Euros with a banking institution based in Poland, with the aim
of repaying the existing long-term loan to another bank and repaying the short-term loan towards the
Company that the subsidiary had received for the implementation of its investment plan.
Also the subsidiary company "FLEXOPACK POLSKA Sp. Zo.o", in November 2022, entered into an
agreement concerning a long-term loan of 5.070 million Euros with a banking institution based in Poland.
The above loan was utilized by the subsidiary company in order to finance its investment plan with the
aim of increasing its production capacity. The loan was gradually disbursed until the end of 2023.
GROUP
COMPANY
Other long-term liabilities
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Suppliers of fixed assets
2,324
0
1,346
0
2,324
0
1,346
0
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
182
6.17 Suppliers and other liabilities
The Group’s and Company’s balances for the suppliers’ and other related liabilities accounts are analyzed as
follows:
GROUP
COMPANY
January 1st 2022
633
238
Additional provisions for the year
10
0
Non utlized provisions that have been reversed
-66
0
December 31st 2022
576
238
Additional provisions for the year
77
0
Non utlized provisions that have been reversed
-137
0
December 31st 2023
515
238
Analysis of provisions
Provision for other taxes
235
235
Provision for leave not utilized
201
0
Other provisions
80
4
Total
515
238
Analysis of additional provisions for the year
Other provisions
77
0
Total
77
0
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Suppliers
21,205
18,952
16,190
17,233
Energy provider
0
1,314
0
1,314
Liabilities to associates
2,277
1,938
2,277
1,938
Checks payable
0
15
0
15
Customer prepayments
139
430
139
430
Sundry creditors
137
49
63
18
Derivative financial instruments
0
242
0
242
Payable employee remuneration
820
672
537
524
Accrued expenses
1,205
1,323
648
1,065
Deferred income
18
91
18
91
Purchases under settlement
0
36
0
36
Social Security Funds
683
631
509
480
Other taxes, other than income tax
1,951
1,772
539
498
Total
28,435
27,464
20,921
23,882
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
183
6.18 Liabilities from income tax
The tax for the financial year 2023 is paid in a maximum of eight (8) equal monthly instalments, the first
of which is paid until the last working day of the month following the deadline for submission of the tax
declaration. The remaining seven (7) instalments must also be paid by the last working day of the seven
(7) following months, which cannot extend beyond the subject tax year.
6.19 Turnover
The Group’s and Company’s turnover is analyzed as follows:
6.20 Analysis of Expenses per category
The analysis of the Group’s expenses per category is as follows:
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Income Tax
3,463
5,601
2,018
3,300
Difference of income tax prepayment
(1,110)
625
(1,080)
839
Balance of income tax for previous year
1,037
472
1,037
472
3,390
6,698
1,975
4,611
GROUP
COMPANY
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Income from sale of merchandise
54,068
48,103
17,049
16,994
Income from sale of products
95,081
97,559
90,518
97,246
Income from sale of other inventories
1,073
1,377
905
758
Income from provision of services
2,869
3,973
4,049
5,398
153,090
151,012
112,521
120,395
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
184
GROUP
1/1-31/12/2023
1/1-31/12/2022
Expense per Category
Cost of
Goods
Sold
Distri-
bution
Expenses
R&D
Expenses
Admin-
istrative
Expenses
Total
Cost of
Goods
Sold
Distri-
bution
Expenses
R&D
Expenses
Admin-
istrative
Expenses
Total
Remuneration & other employee benefits
13,276
2,974
309
4,006
20,565
11,787
2,627
299
3,780
18,493
Third party fees & expenses
674
875
11
1,087
2,648
629
746
8
1,086
2,468
Third party benefits (energy, insurance,
maintenance etc.)
10,221
1,327
24
406
11,977
12,692
1,035
16
348
14,091
Taxes - Duties
53
9
1
178
241
52
8
1
205
266
Various expenses (transport, export
expenses, etc.)
1,803
8,302
390
597
11,092
1,767
10,168
381
390
12,707
Depreciations of fixed assets
4,752
134
57
63
5,007
4,732
188
51
65
5,036
Amortization of intangible assets
115
57
189
54
415
129
58
177
51
416
Amortization of rights-of-use
243
181
7
86
517
256
187
12
101
556
Provision for staff indemnity
0
7
0
64
71
0
5
0
42
47
Cost of inventories recognized as an
expense
80,144
0
817
0
80,962
74,922
0
748
0
75,670
Total
111,282
13,866
1,806
6,541
133,495
106,968
15,022
1,694
6,067
129,751
Own-production of assets
(187)
0
0
0
(187)
(31)
0
0
0
(31)
Total
111,095
13,866
1,806
6,541
133,308
106,936
15,022
1,694
6,067
129,719
COMPANY
1/1-31/12/2023
1/1-31/12/2022
Expense per Category
Cost of
Goods
Sold
Distri-
bution
Expenses
R&D
Expenses
Admin-
istrative
Expenses
Total
Cost of
Goods
Sold
Distri-
bution
Expenses
R&D
Expenses
Admin-
istrative
Expenses
Total
Remuneration & other employee benefits
9,006
955
309
3,445
13,715
8,014
897
299
2,968
12,178
Third party fees & expenses
461
400
11
426
1,298
353
347
8
435
1,142
Third party benefits (energy, insurance,
maintenance etc.)
7,768
388
24
331
8,510
9,982
310
16
269
10,577
Taxes - Duties
52
8
1
41
102
52
7
1
43
103
Various expenses (transport, export
expenses, etc.)
914
4,622
390
596
6,522
924
6,435
381
391
8,131
Depreciations of fixed assets
3,295
120
57
59
3,531
3,424
178
51
61
3,714
Amortization of intangible assets
115
57
189
54
415
129
58
177
51
416
Amortization of rights-of-use
52
134
7
70
264
52
121
12
85
270
Provision for staff indemnity
0
7
0
64
71
0
5
0
42
47
Cost of inventories recognized as an
expense
65,163
0
664
0
65,827
68,957
0
615
0
69,571
Total
86,827
6,691
1,653
5,085
100,256
91,886
8,357
1,560
4,344
106,147
Own-production of assets
(162)
0
0
0
(162)
(25)
0
0
0
(25)
Total
86,665
6,691
1,653
5,085
100,093
91,861
8,357
1,560
4,344
106,122
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
185
6.21 Employee Benefits
The Group’s and Company’s employee benefits are analyzed as follows:
Employed staff as at 31/12/23. Group 533 individuals. Company 366 individuals.
Employed staff as at 31/12/22. Group 496 individuals. Company 342 individuals.
6.22 Other Operating Income and Expenses
The Group’s and Company’s other operating income and expenses are analyzed as follows:
Employee benefits
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Wages and daily wages and benefits
14,245
13,180
8,595
7,899
Social security expenses
2,491
2,260
1,882
1,722
End of service indemnities
38
35
38
35
Other employee benefits
1,648
927
1,061
444
Stock options
51
205
51
205
Total
18,473
16,608
11,627
10,30
5
GROUP
COMPANY
Benefits towards Management
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Remuneration of Board of Directors
2,215
1,950
2,212
1,946
Benefits in kind
215
165
215
165
Earnings distribution from year 2022
300
0
300
0
Stock options
103
159
103
159
Total
2,833
2,274
2,829
2,271
Fees and benefits of executive BoD members
2,285
1,822
2,282
1,819
Fees and benefits of non-executive BoD members
547
452
547
452
Total
2,833
2,274
2,829
2,271
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
186
6.23 Financial Income and Expenses
The Group’s and Company’s financial income and expenses are analyzed as follows:
6.24 Other Financial Results
The Group’s and Company’s financial results are analyzed as follows:
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Other operating income
Income from provision of services to affiliated
companies
0
0
159
136
Income from previous years
320
0
0
0
Various indemnities
62
87
62
8
Profit from sale of fixed assets
20
1
20
1
Other income
53
72
15
10
Total
455
160
256
155
Other operating expenses
Provisions for expected credit losses
37
12
17
12
Provisions for doubtful customers
44
0
0
0
Provision for obsolete inventory
0
143
0
100
Losses from sale and/or write-off of assets
1
0
0
0
Expenses from previous years
231
101
37
81
Other expenses
91
116
17
23
Total
404
372
72
217
GROUP
COMPANY
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Financial income
Dividends receivable
150
100
150
100
Interest receivable
251
0
251
0
Other financial income
12
1
0
1
413
101
401
101
Financial expenses
Interest and expenses of bank loans
1,608
517
1,452
439
Interest expenses from Leases (IFRS 16)
51
49
29
17
Other financial expenses
74
86
46
56
1,733
652
1,527
512
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
187
6.25 Income Tax
The income tax for the year 2023 has been calculated according to a tax rate of 22%. The corresponding
rate for the year 2022 amounted to the same level, i.e. 22%.
It is noted that the effective final tax rate differs from the nominal. There are several factors influencing
the effective tax rate, the most important of which is the non-tax deduction of certain expenses, the
differences in depreciation rates between the useful lives of the fixed assets and the rates set in the
income tax and the possibility of tax-free rebates and tax- reserves.
The income tax of the Group and the Company is analyzed as follows:
Other Financial Results
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Foreign exchange differences and profit/(losses) of
foreign exchange future contracts
65
(2,257)
65
(2,257)
Foreign exchange differences from valuation of
receivables and liabilities in foreign currency profit /
(losses)
(339)
259
(481)
442
Profit / (Losses) from valuation of foreign exchange
future contracts (Note 6.32)
0
(242)
0
(242)
Profit / (Losses) from risk hedging
(275)
0
(275)
0
Total
(549)
(2,239)
(691)
(2,056)
GROUP
COMPANY
Exchange rates versus Euro
(currency units per 1
Euro)
31/12/2023
31/12/2022
US dollar (USD)
1.1050
1.0666
Polish zloty (PLN)
4.3395
4.6808
Australian dollar (AUD)
1.6263
1.5693
Pound sterling (GBP)
0.86905
0.88693
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
188
6.26 Contingent Receivables - Liabilities
Contingent liabilities are not recognized in the financial statements but are disclosed, unless the probability
of outflow of resources that incorporate financial benefits is minimal.
6.26.1 Information regarding assumed liabilities
GROUP
COMPANY
30/6/2023
31/12/2022
30/6/2023
31/12/2022
Letters of bank guarantees for the account of
subsidiaries
6.203
1.124
6.203
1.124
6.203
1.124
6.203
1.124
Income Tax
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Income Tax
3,463
5,601
2,018
3,300
Deferred tax (Note 6.12)
492
(803)
480
(730)
Total income tax
3,956
4,798
2,498
2,570
Following, an analysis and reconciliation of the nominal and effective tax rate is presented.
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Earnings before taxes (IFRS)
19,057
18,899
10,795
11,745
Tax Rate
22%
22%
22%
22%
Income tax based on effective tax rate
4,192
4,158
2,375
2,584
Tax corresponding to:
Tax free income
(33)
(27)
(33)
(27)
Subsidiaries' loss for which no deferred tax was
recognized
96
(330)
0
0
Proportion of Results by associate companies
(240)
(134)
0
0
Non deductible expenses
105
179
155
75
Results of subsidiaries taxed with a different tax rate
65
204
0
0
Elimination of intra-company profit
(229)
808
0
0
Tax exemption Law 3908/2011
0
(62)
0
(62)
Tax expense in the income statement
3,956
4,798
2,498
2,570
Weighted tax rate
20.76%
25.38%
23.14%
21.88%
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
189
There are no litigious claims or differences under dispute of the Company or its subsidiaries as well as
decisions by courts or arbitration bodies that could have a significant impact on the Company’s and Group’s
financial position or operation.
6.26.2 Tax un-audited financial years
FLEXOPACK S.A.
2018-2023
FLEXOPACK POLSKA Sp. Zo.o
2018-2023
FLEXOSYSTEMS Ltd Belgrade
2018-2023
FLEXOPACK INTERNATIONAL LIMITED-CYPRUS
2018-2023
FLEXOPACK PTY LTD
2018-2023
FLEXOPACK PROPERTIES PTY LTD
2018-2023
FLEXOPACK ΝΖ LIMITED
2018-2023
FLEXOPACK TRADE AND SERVICES UK LIMITED
2018-2023
FLEXOPACK FRANCE
2018-2023
FLEXOPACK USA INC.
2020-2023
FLEXOPACK IRELAND
2021-2023
INOVA S.A.
2018-2023
VLACHOS BROS S.A.
2018-2023
In application
of the relevant tax provisions : a) paragraph 1 of article 84 of Law 2238/1994 (unaudited
cases concerning income tax), b) paragraph 1 of article 57 of Law 2859/2000 (unaudited cases related to
VAT) and c) paragraph 5 of article 9 of Law 2523/1997 (penalti
es imposed for income tax cases), the right
of the Greek State to impose any tax with regard to the fiscal years up to 2017 including, has been waived
until 31/12/2023, with the exception of special or extraordinary provisions which may provide for a longer
waiving period and under the respective conditions which these provisions stipulate.
Tax compliance report
With the article 82 §5 of Law 2238/94, beginning from year 2014, and in a later stage with the article 65A
of Law 4174/2013, the Certified Auditors and the auditing firms performing mandatory audits in societe
anonyme companies are obliged to issue a Tax Compliance Report with regard to the application of tax
provisions in tax objects. The particular report is submitted to the audited company and via electronic
means to the Ministry of Finance.
For the years 2011 – 2022, the Company as well as the associate companies INOVA S.A. PLASTICS AND
IRON and VLACHOU BROS S.A. received a relevant Report, without any reservation with regard to the tax
objects which were audited. With the article 56 of Law 4410/3.8.2016 for the years from 1.1.2016, the
issuance of a Tax Compliance Report is no longer mandatory (only optional).
The Company's tax obligations for the tax years beginning from 2018 and up to 2023 have not become
final and irrevocable, since no tax audit has been carried out.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
190
For the fiscal year 2023, the Company and its associate companies have been placed under the above
mentioned tax audit of the Certified Auditors Accountants and from the relevant Tax Compliance Report
which is expected to be granted, it is anticipated that no additional as well as material tax burdens will
emerge.
According to the Ministerial Decision (POL) 1006/05.01.2016, the companies for which a tax certificate
“without reservation” has been issued, are not being excluded from the obligation concerning an ordinary
tax audit from the pertinent tax authorities. As a result, the tax authorities may proceed with their own
tax audit and impose any penalties and additional taxes.
6.26.3 Information regarding contingent receivables
There are no contingent receivables that are of significance to report in the Company’s and Group’s financial
statements.
6.27 Current liens
No collateral or liens are written on the fixed assets of the parent Company.
There are no encumbrances on the fixed assets of the parent company.
On the fixed assets of the Group there is a lien written for a banking institution based in Poland amounting
to 10.605 million Euros on the production facilities of the subsidiary company "FLEXOPACK POLSKA Sp. Zo.o",
which has been registered as collateral for the repayment of long-term loans granted to this subsidiary.
6.28
Auditors’ fees
The total fees of the legal auditors of the Company and the Group are the following:
GROUP
COMPANY
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Audit Fees
154
143
48
46
154
143
48
46
The permitted non-audit services provided to the Company and its subsidiaries during the period under
consideration amounted to 30 thousand Euro.
6.29 Transactions with related parties
The company’s transactions with related parties, according to IAS 24, are as follows.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
191
Notes:
It is also noted:
1. No other transactions related to the Company parties exist according to the provisions of the
International Accounting Standard 24 apart from the above mentioned.
2. No loans or any other credit facilitations have been granted to the Board members or other senior
executives of the Company and their families.
3. It is specifically noted for purposes of completeness and accuracy that with regard to the natural persons
- members of the Board of Directors and executives of the Company, the above remuneration includes also
fees of 300 thousand Euros from the profit of the financial year 2022 paid to the members of the Board of
Directors (excluding the independent non-executive members), as well as the stock option benefits
mentioned in Point 2 of Section A of this Report. With the exception of the above, there are no other
transactions between the Company and the executives and members of the Board of Directors.
4. There were no changes in the transactions between the Company and its related parties that could have
a material impact on the Company's financial position and performance for the period 1/1/2023-
31/12/2023.
1/1/-31/12/2023
COMPANY
Sales of goods
and services
Purchases of
goods and
services
Receivables
Liabilities
Subsidiaries
FLEXOPACK POLSKA Sp. Zo.o
7,136
9,383
1,559
2,277
FLEXOSYSTEMS Ltd -Belgrade
375
3
122
0
FLEXOPACK PTY LTD- AUSTRALIA
18,674
0
10,279
0
FLEXOPACK TRADE AND SERVICES UK LIMITED
10,408
0
3,273
0
FLEXOPACK IRELAND
599
0
320
0
FLEXOPACK DENMARK
0
0
21
0
FLEXOPACK FRANCE
1,255
0
287
0
FLEXOPACK USA
17,249
0
6,268
0
FLEXOPACK ΝΖ LIMITED
91
0
0
0
55,787
9,386
22,130
2,277
Related/Associate Companies
ΙΝΟVA SA
237
2
10
0
VLAHOU BROS SA
3,444
974
1,526
449
OTHER RELATED PARTIES
0
128
0
0
3,681
1,104
1,536
449
Grand Total
59,468
10,490
23,666
2,726
Benefits towards management and executives
1/1/-
31/12/2023
1/1/-
31/12/2022
Transactions and fees of senior executives and members of the management
3,669
2,993
Receivables from senior executives and management
0
0
Liabilities towards senior executives and management
124
129
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
192
5. The Company has provided a guarantee to a credit institution based in Poland in favor of its subsidiary
company "FLEXOPACK POLSKA Sp. Zo.o" amounting to 6.138 million Euros to ensure the repayment of loans
that have been granted to the subsidiary company.
6. The Company has also provided a guarantee towards a banking institution in favor of its subsidiary
"FLEXOPACK PTY LTD" based in Australia, with a maximum guarantee amount of approximately 65,000
Euros.
7. The transactions described above have been carried out under normal market conditions and do not
contain any exceptional, favorable or special features, which would make necessary additional analysis per
related party.
8. There is no separate transaction that is assessed as significant, within the meaning of Circular number
45/2011 of the Hellenic Capital Market Commission.
9. The Company's transactions and outstanding balances with subsidiaries have been eliminated from the
consolidated financial statements.
The company's transactions with related parties within the framework of IAS 24 in the previous year 2022
are as follows.
1/1/-31/12/2022
COMPANY
Sales of goods
and services
Purchases of
goods and
services
Receivables
Liabilities
Subsidiaries
FLEXOPACK POLSKA Sp. Zo.o
6,469
10,516
3,564
1,929
FLEXOSYSTEMS Ltd -Belgrade
596
0
151
0
FLEXOPACK PTY LTD- AUSTRALIA
20,606
9
15,141
9
FLEXOPACK TRADE AND SERVICES UK LIMITED
9,803
0
3,710
0
FLEXOPACK IRELAND
649
0
299
0
FLEXOPACK DENMARK
0
0
11
0
FLEXOPACK FRANCE
1,094
0
177
0
FLEXOPACK USA
17,149
0
8,164
0
56,366
10,526
31,216
1,938
Related/Associate Companies
ΙΝΟVA SA
392
1
108
0
VLAHOU BROS SA
3,127
335
1,146
159
OTHER RELATED PARTIES
0
136
0
0
3,519
472
1,254
159
Grand Total
59,885
10,998
32,469
2,098
Benefits towards management and executives
1/1/-
31/12/2022
1/1/-
31/12/2021
Transactions and fees of senior executives and members of the management
2,993
2,541
Receivables from senior executives and management
0
0
Liabilities towards senior executives and management
129
124
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
193
6.30 Earnings per share
Earnings per share are analyzed as follows:
The share capital of the Company consists of 11,795,024 common fully paid shares.
The Company on 31.12.2023 held 96,450 treasury shares,
which correspond to 0.81% of the total shares
of the Company. (Note 6.11.2)
GROUP
COMPANY
1/1/-
31/12/2023
1/1/-
31/12/2022
1/1/-
31/12/2023
1/1/-
31/12/2022
Sales of goods and services
To subsidiaries
0
0
55,787
56,366
To associates
3,531
3,419
3,531
3,419
3,531
3,419
59,318
59,785
Purchases of goods and services
From subsidiaries
0
0
9,386
10,526
From associates
976
336
976
336
From other related parties
128
136
128
136
1,104
472
10,490
10,998
Receivables
From subsidiaries
0
0
22,130
31,216
From associates
1,536
1,254
1,536
1,254
1,536
1,254
23,666
32,469
Liabilities
To subsidiaries
0
0
2,277
1,938
To associates
449
159
449
159
To other related parties
0
0
0
0
449
159
2,726
2,098
Income from dividends
From subsidiaries
0
0
0
0
From associates
150
100
150
100
150
100
150
100
Earnings per share
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Earnings after taxes corresponding to shareholders of the parent
(1)
15,101
14,102
8,297
9,175
Weighted number of shares outstanding (2)
11,744.847
11,668.904
11,744.847
11,668.904
Basic earnings per share (Euro per share) (1)/(2)
1.2857
1.2085
0.7064
0.7863
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
194
Adjusted (diluted) earnings per share are calculated by adjusting the weighted average number of
ordinary shares outstanding, with the effects of all potential securities convertible into ordinary shares.
The stock option plan (Note 6.34) is the only category of potential securities convertible into common
shares that the Company currently possesses.
For the purposes of calculating diluted earnings per share, the exercise of options is taken for granted. To
the existing weighted number of shares outstanding, the difference between the number of ordinary
shares deemed to have been issued in the exercise of the rights and the number of ordinary shares that
would have been issued at fair value is added.
The number of ordinary shares that would have been issued at fair value is calculated by dividing the
hypothetical cash proceeds from the stock options by the average market price of the ordinary shares
during the reporting period.
6.31 Dividends
The Annual Ordinary General Meeting of the Company's Shareholders, on 16 June 2023, approved the
distribution of a dividend amounting to
1,765,916.10 Euros (gross amount), from the
earnings of the year
2022, i.e. an amount of 0.15 Euros per share (gross amount). Following the dividend tax of 5% that was
withheld, the amount of dividend paid settled at 0.1425 Euros per share.
The Company’s Board of Directors taking into account the results of the year 2023, the broader capital needs
of the Company, as well as the wider financial environment which the Company operates in, intends to
propose to the Annual General Meeting of Shareholders the distribution of a dividend amounting to
1,765,916.10 Euros (gross amount) or 0.15 Euros per Company share.
As the distribution of the dividend requires the approval of the general meeting of shareholders, no relevant
obligation has been recognized in the financial statements for the year 2023.
Adjusted (diluted) earnings per share
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Earnings after taxes corresponding to shareholders of the parent
(1)
15,101
14,102
8,297
9,175
Weighted average number of shares outstanding
11,744.847
11,668.904
11,744.847
11,668.904
Number of stock options
47.208
40.546
47.208
40.546
Weighted average number of shares for the calculation of
adjusted earnings per share (2)
11,792.055
11,709.449
11,792.055
11,709.449
Adjusted (diluted) earnings per share (Euro per share)
(1)/(2)
1.2806
1.2043
0.7036
0.783
6
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
195
6.32 Fair value measurement
The Group and the Company use the following hierarchy to identify and disclose fair values of financial
assets using the following valuation method:
Level 1: fair values are determined by reference to published active money market transactions.
Level 2: fair values are determined using measurement techniques for which all parameters that have a
material impact on the fair value of the asset are supported by observable market prices (directly or
indirectly).
Level 3: fair values are determined using measurement techniques for which the parameters that have a
significant impact on the fair value recorded are not supported by observable market prices.
The table below shows the hierarchy of the fair value of the assets and liabilities of the Group and the
Company.
The fair value of the granted stock options was assessed according to the Black Scholes model and on
31/12/2023 amounted to 94 thousand Euros.
The fair values of the Group's financial assets and liabilities, which consist of cash, receivables from
customers, loans and other receivables, liabilities to suppliers and related liabilities and lease liabilities,
do not differ significantly from their book values, mainly due to of their short-term nature.
The Group's bank loans have a floating interest rate and therefore their fair values do not differ
significantly from their book values.
6.33 Reconciliation of cash flows from financing activities
Based on the amended IAS 7, the reconciliation of debt liabilities between the statement of Financial
Position and the financing activities of the statement of cash flows is presented below:
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Fair Value
Hierarchy
Short-term liabilities
Derivative financial instruments
0
242
0
242
Level 2
Capital reserves
Stock options
94
363
94
363
Level 3
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
196
6.34
Stock Option Plan and subsequent share capital increase of the company
According to the terms of the Stock Option Plan, which was established by virtue of the decision of the
Board of Directors dated 17/05/2021, in execution of the decision of the Annual Ordinary General Meeting
of the Company's shareholders dated 29/6/2018, the Company's executives, as d
etermined by virtue of the
relevant decision of the Board of Directors dated 24/5/2021, were invited to submit by 29/3/2023 a
statement of intention to exercise the stock options which in total corresponded to 74,200 new common,
registered shares of the Company.
In particular and based on the statements of interest submitted:
Stock Option Plan
Number of Stock Options Granted
75,200
Number of Stock Options Exercised
74,200
THE GROUP
31.12.2022
1/1/-31/12/2023
31.12.2023
Statement of
financial position
Collections
Cash
flow statement
Payments
Cash
flow statement
Transfers
Statement of
financial position
Long-term debt liabilities
27,674
10,666
-4,638
-1,442
32,259
Short-term liabilities
5,400
230
-194
1,442
6,879
33,073
10,896
-4,832
0
39,137
THE COMPANY
31.12.2022
1/1/-31/12/2023
31.12.2023
Statement of
financial position
Collections
Cash
flow statement
Payments
Cash
flow statement
Transfers
Statement of
financial position
Long-term debt liabilities
25,552
7,000
-4,361
-1,000
27,191
Short-term liabilities
3,861
0
0
1,000
4,861
29,412
7,000
-4,361
0
32,052
THE GROUP
31.12.2021
1/1/-31/12/2022
31.12.2022
Statement of
financial position
Collections
Cash
flow statement
Payments
Cash
flow statement
Transfers
Statement of
financial position
Long-term debt liabilities
12,540
23,090
-6,103
-1,853
27,674
Short-term liabilities
3,528
79
-61
1,853
5,400
16,068
23,169
-6,164
0
33,073
THE COMPANY
31.12.2021
1/1/-31/12/2022
31.12.2022
Statement of
financial position
Collections
Cash
flow statement
Payments
Cash
flow statement
Transfers
Statement of
financial position
Long-term debt liabilities
10,875
21,913
-5,733
-1,504
25,552
Short-term liabilities
2,357
0
0
1,504
3,861
13,232
21,913
-5,733
0
29,412
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
197
Price of Exercise
3.00 €
Exercise Declaration Period of Stock Options
23.12.2022 -
29.03.2023
Payment Deadline
29.03.2023
– 20.04.2023
Pursuant to the term 7.2 of the Plan, out of the total number of 75,200 stock options (rights), 1,000 rights
became inactive. After exercising 74,200 stock options of the respective Stock Option Plan with an exercise
price of 3.00 Euro, the beneficiaries (members of the Board of Directors, Directors and personnel of the
Company) paid a total amount of 222,600 Euros via transfer to a bank account held in the name of the
Company. Consequently the share capital of the Company was increased by 40,068 Euros (whereas the
remaining amount of 182,532 Euros was transferred to the share premium account emerging from the
issuance of shares above par value) via the issuance of 74,200 new common registered shares of the
Company carrying voting rights, and with nominal value of 0.54 Euros per share. (Note 5.16 of the Semi-
Annual 2023 Financial Statements).
6.35 Plan for the distribution of shares to the members of the Company's Board of Directors, managers
and other executives, in the form of stock options
The Board of Directors of the Company, during its meeting on July 10
th
, 2023 and following the authorization
provided by the Annual Ordinary General Meeting of shareholders on June 16
th
, 2023, proceeded to
establish a new plan for distribution of shares to the members of the Board of Directors, the managers and
top executives of the Company, in the form of stock options (rights) to acquire shares. The above are in
accordance with the current regulatory framework and specifically with the provisions of article 113 of Law
4548/2018.
The maximum number of shares that can be granted under the above stock option plan is 75,400 shares.
The plan consists of granting stock options to the participants, in order for the latter to acquire shares of
the Company through their participation in a share capital increase at a fixed offering price, set at three
(3.00) Euros per stock option.
September 30
th
, 2025 was set as the maturity date of the rights.
The exercise of stock options and the deposit that must be made by the beneficiary of these rights will take
place from 30.09.2025 to 20.10.2025. The Company will notify in time the beneficiaries of
the
corresponding bank account of the Company.
In order to exercise the rights, a prior written notification of the beneficiary's intention to exercise the
relevant right is required by June 30
th
, 2025, i.e. three (3) months before the above maturity date.
In accordance with the article 113, paragraph 3 of Law 4548/2018 after the exercise of stock options by the
participants, the Board of Directors will issue and distribute the shares to the beneficiaries and will take a
respective decision in relation to the Company's share capital increase by an amount equivalent to the value
emerging from the rights that have been exercised. The Board of Directors will also take a relevant decision
with regard to the certification of payment of the Company's share capital increase.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
198
With the decision of the Company's Board of Directors dated 14.07.2023, the beneficiaries were defined in
accordance with the specific provisions of the Plan and the options were granted corresponding to 75,400
shares of the Company.
The evolution of exercise of the Stock Option Plan of the Company is depicted in the following Table.
6.36 Events after the reporting date of the financial statements
Change of name of the subsidiary company in Serbia
On 2 February 2024, the competent Authority approved the alteration of the name of the subsidiary company
based in Belgrade, Serbia, from "FLEXOSYSTEMS DOO BEOGRAD" to "FLEXOPACK TRADE AND SERVICES DOO
BEOGRAD". The above amendment was decided in the context of the further harmonization of the Group's
subsidiary companies and strengthening of their recognition.
Other than the above, there are no significant events after the reporting date of the financial statements,
which concern either the Group or the Company, and whose disclosure is required by the International
Financial Reporting Standards (IFRS).
Stock Option Plan
Initial balance
Plan
Period of the
plan
Granting date
Maturity date
Exercise period
Exercise price
Options at
beginning of
year
Options
granted
Options
matured
Options subject
to performance
Options
granted but
not matured
Options subject
to retention
Plan 1
17.05.2021-
20.04.2023
24.05.2021
29.3.2023
29.3.2023-
20.04.2023
3 ΕΥ ΡΩ
75,200
-
74,200
-
-
-
Plan 2
10.07.2023-
30.09.2025
14.07.2023
30.9.2025
30.9.2025-
20.10.2025
3 ΕΥ ΡΩ
-
75,400
-
-
75,400
-
Total
75,200
75,400
74,200
-
75,400
-
During the period
Ending balance
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
199
Koropi, 23/4/2024
THE CHAIRMAN
THE CHIEF EXECUTIVE
THE CHIEF FINANCIAL
THE HEAD
OF THE BOARD
OFFICER
OFFICER
ACCOUNTANT
GEORGIOS S.
STAMATIOS S.
ANASTASIOS A.
ZOIS P.
GINOSATIS
GINOSATIS
LYBEROPOULOS
ZAVERDINOS
ID NO./ΑΕ 153990
ID NO./Σ.500301
ID NO./Χ.094106
ID NO./AZ 032773
REG. NO. 3544/99
REG. NO. 0078997
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
Amounts in thousands euro
200
CHAPTER 5 : Online availability of financial information
In accordance with the provisions of Decision 12A/889/31.08.2020 of the Board of Directors of the
Hellenic Capital Market Commission, it is hereby notified that the Annual Financial Statements of the
Group and the Company, the Audit Report of the Statutory Auditor and the Management Report of the
Board of Directors of the Company as well as the annual financial statements and the audit certificates of
the Statutory Auditor of the companies included in the consolidated financial statements have been
uploaded on the internet at
.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
201
APPENDIX: Report of the Audit Committee for the year 2023
Report of the Activities of the Audit Committee
of the Societe Anonyme “FLEXOPACK PLASTICS SA” for the year 2023
To the Ordinary General Meeting of Shareholders of the Company of the year 2024
Koropi, 15-03-2024
Introduction
Dear Shareholders,
In our capacity as members of the Audit Committee of the Company under the name “FLEXOPACK SOCIÉTÉ
ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY” (hereinafter the "Company"), we submit
the report of the activities of the Audit Committee for the year 2023 (1.1.2023 – 31.12.2023). The report
was prepared in
accordance with the provisions of article 44 of Law 4449/2017, as amended by article 74
of Law 4706/2020.
The Audit Committee was elected by the Ordinary General Meeting of Shareholders of 25.06.2021,
constitutes an independent joint committee and consists of three (3) members, of which one (1) member
comes from the independent non-executive members of the Board of Directors and two ( 2) members are
third parties, non-members of the Board of Directors. The Audit Committee during the year 2023 consisted
of the following members:
(a) Mr. Dimitris Panagotas, non-member of the Board of Directors (third party), Chairman of the Audit
Committee.
(b) Ms. Aliki Benroubi, independent non-executive Member of the Board of Directors, Member of the Audit
Committee.
(c) Mr. Nikolaos Vlachos, non-member of the Board of Directors (third party), Member of the Audit
Committee.
During the fiscal year 2023, the Committee convened fourteen (14) times and discussed all issues related
to its responsibilities, in the presence of all of its members and decisions were taken unanimously. Key
executives and the external Certified Auditor - Accountant of the Company participated in those meetings
wherever it was deemed appropriate.
The Committee operated in full compliance with the applicable legislative and regulatory framework as well
as with its operating regulations approved by the Board of Directors.
Purpose and responsibilities
The primary purpose of the Audit Committee is to support the Board of Directors in its tasks related to the
integrity of financial information, the internal control system and the supervision of the mandatory regular
audit of the Company's financial statements.
Within its remit, the Audit Committee:
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
202
(a) Informs the Board of Directors of the audited entity about the outcome of the statutory audit and
explains how the statutory audit contributed to the integrity of the financial information and what the role
of the Audit Committee was in that process;
(b) Monitors the financial information process at all stages and make recommendations or proposals to
ensure its integrity;
(c) Monitors the statutory audit of the annual and consolidated financial statements and in particular its
performance;
(d) Monitors and reviews on an ongoing basis the independence of certified public accountants or auditing
firms and in particular the appropriateness of the provision of non-audit services to the audited entity;
(e) Is responsible for the selection process of certified public accountants or audit firms and proposes the
statutory auditors or audit firms to be appointed;
(f) Monitors the effectiveness of the internal control, quality assurance and risk management systems of
the company and, where appropriate, of its Internal Control Department, regarding the financial
information of the audited entity.
Activities of the Audit Committee
The issues the Committee dealt with during the year 2023 by area of field of interest were the following:
A. Mandatory external audit - Financial information procedure
In the field of external control and financial information procedure, the Committee has taken the
following steps:
(a) Was informed by the Chief Financial Officer of the financial statements of the Company and the Group
for the year ended 31 December 2022 and of the principal matters concerning the Financial Management
in the preparation of the financial statements;
(b) Was informed of the accounting principles and policies applicable to the preparation of the financial
statements, as well as of the consolidation basis and measurement methods used for the assets and
liabilities contained in the financial statements;
(c) Reviewed the financial statements of the Company and the Group for the year 2022 (01.01.2022-
31.12.2022) before their approval by the Board of Directors and evaluated these financial statements in
terms of their accuracy and completeness;
(d) Ascertained the reconciliation of the financial statements with the legally binding content and
framework of their preparation and proposed their approval;
(e) Briefed the Board of Directors on the issues arising from the statutory audit, the contribution of the
statutory audit to the quality and integrity of financial information and the role of the Audit Committee
in this procedure;
(f) Verified the compliance with the rules of disclosure of the financial statements, as well as the possibility
of an immediate, permanent and free-of-charge access to this information;
(g) Was briefed by the Certified Public Accountant on the most important issues of the audit for the year
2022, the risks that were assessed as the most important ones and on the available options to deal with
those risks, and was informed about the final draft of the Audit Report for the year ended 31 December
2022,
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
203
(h) Received knowledge about the supplementary report of the Certified Public Accountants provided for
in Article 11 of European Union (EU) Regulation 537/2014 on the financial statements of the Company
and the Group;
(i) Submitted a proposal to the Annual Ordinary General Meeting of the Company's Shareholders for the
re-election of the Audit Company under the name "Grant Thornton Societe Anonyme SA" for the
performance of the statutory audits of the annual and semi-annual financial statements for the year 2023,
(j) Was informed by the Certified Public Accountant regarding the procedure and methodology to be
followed during the audit of the semi-annual and annual financial statements for the year 2023, with the
planning and schedule of the audit, as well as for the particular procedures to be followed,
(k) Confirmed the impartiality, objectivity, independence and integrity of the external auditors in
accordance with the Code of Professional Ethics of the International Federation of Accountants,
Regulation (EU) 537/2014 and Law 4449/2017, as well as the non
-provision of any external directive,
guidance or recommendation by the Management of the Company,
(l) Was informed by the Certified Public Accountant about the audit approach of the review of the interim
financial statements of the first half of the year 2023 and acquired knowledge with regard to the
important issues of the audit review,
(m) reviewed the financial statements of the Company and the Group for the first half of 2023 and evaluated
their accuracy and completeness,
(n) supervised the correct and timely disclosure to the investment community of corporate announcements
related to financial information,
(o) reviewed all services provided by the Audit Company and approved the provision of authorized non-
audit services by the auditing company "Grant Thornton Societe Anonyme of Certified Auditors and
Business Consultants".
B. Internal control system procedures
In the context of monitoring the effective operation of the Company's internal control system and the
proper operation of the Internal Control Unit, the Committee:
(a) Examined and evaluated the effectiveness and adequacy of the Internal Control Unit's procedures
regarding the Company's financial information, without affecting by any manner its independence;
(b) Monitored the effectiveness of internal control systems through the work of the Internal Control Unit
and the work of the Certified Public Accountant;
(c) Confirmed the exclusive employment, personal and functional independence and objectivity in the
performance of duties of the Head of Internal Audit Unit as well as the possession of the appropriate
knowledge, professional experience and absence of any incompatibility.
(d) Reviewed the management of the Company's main risks by evaluating the methods used by the
Company to identify and monitor the risks, as well as the treatment of the main ones and their proper
disclosure;
(e) Was informed of the annual audit plan of the Internal Control Unit before its implementation,
proceeded with a review and respective assessment, and then approved it accordingly;
(f) Was informed of and evaluated the work of the Internal Control Unit and was informed of the reports
of the Head of the Internal Control Unit;
(g) Inspected the proper functioning of the Internal Control Unit in accordance with professional standards
and the applicable legal and regulatory framework in general;
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
204
(h) Held meetings with the Internal Controller on issues that may have arisen during the audit process, in
order to ensure the smooth operation of all individual Departments and Divisions of the Company;
(i) Confirmed that the Internal Control Unit had a constant and unhindered access to all the data and
records of the Company, which are necessary for the performance of its duties, as well as to all the
Departments of the Company,
(j) Examined the Rules of Operation of the Internal Control Unit of the Company and its compliance with
the requirements of the applicable regulatory framework.
(k) was informed by the regulatory compliance officer about the findings, proposals and recommendations
in the framework of the conducted regulatory compliance audit and approved the annual work plan for
2024,
(l) was informed about the 2023 risk management report and approved the annual action plan of the risk
management unit for 2024.
C. Other
(a) approved the content of the information that was provided to the shareholders during the Annual
Ordinary General Meeting of 16 June 2023 regarding Company's activities for the financial year 2022
(01.01.2022-31.12.2022),
(b) attended and participated in line with its competence, in the assessment of adequacy and effectiveness
of the Internal Control System (ICS) of the Company and its significant subsidiaries, Flexopack Polska Sp.
Z.o.o. and Flexopack Pty Ltd, in accordance with the provisions of article 14 of Law 4706/2020 and the
Decision 1/891/30.09.2020 of the Board of Directors of the
Hellenic Capital Market Commission. The above
assessment was carried out by an independent evaluator and according to the latter’s conclusion included
in the final evaluation report, no weaknesses appeared or were identified that could be considered as
material weaknesses in the Internal Control System (ICS) of the Company and its significant subsidiaries, in
accordance with the Regulatory Framework. Furthermore, the Committee monitored the Company's
response to the assessment findings, which did not constitute material weaknesses for the Internal Control
System (ICS).
Sustainable development policy applied by the Company
In accordance with the provisions of article 44, paragraph 1 of
Law 4449/2017, as currently in effect, the
Audit Committee is obliged to include in the annual activity report, that is being presented to the ordinary
general meeting of shareholders, a description of the sustainable development policy followed by the
Company.
The sustainable development framework that governs the Company is based on the following pillars:
Corporate Governance
The Company adopts the most appropriate corporate governance structures, reporting lines as well as
policies and procedures that support all of its business activities with the aim of protecting and creating
long-term value for its shareholders and other stakeholders. It follows high standards of professional and
ethical conduct and integrates appropriate mechanisms in its operation in order to be able to act in
compliance with the institutional framework.
Market
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
205
The Company ensures the full satisfaction of the ever-changing market needs as well as the expectations
of its customers by investing in the development of new products and the upgrading of existing ones. In
principle, the Company serves a policy that calls for the prevention of waste and the extension of the shelf
life of packaged foods. These are fundamental principles along the continuous improvement and
development of its products. In addition, the Company deals fairly and ethically with both its customers
and suppliers.
Human Resources
The Company respects the rights of its people, strictly applies the applicable labor law and provides equal
opportunities to all employees recognizing the right of diversity. It also takes care of the proper functioning
of the work environment according to the principles of transparency, integrity and respect and provides
the necessary training and development opportunities to all its human resources. It also pursues and
cultivates a culture of health and safety for the employees across all activities, while taking appropriate
measures to prevent accidents and injuries.
Environment
The respect for the environment is the basis of all FLEXOPACK activities. Recognizing the importance of its
environmental responsibility, the Company's activity is based on the design and development of innovative
products with the least possible impact on the environment. The Company, by focusing on the protection
of environment and the mitigation of any impact deriving from climate change, formulates appropriately
its business strategy, takes strict measures which, as far as possible, extend beyond the typical provisions
of the current legislation and sets specific measurable goals. To achieve the above, the Company
continuously invests in the following:
the best available techniques and actions aimed at substantially reducing its environmental footprint,
in research with regard to recycling technologies and the use of recycled transport packaging with the
aim of reducing packaging waste while promoting the recycling and effective utilization of such
materials,
in effective technologies and production procedures with the aim of reducing the energy consumed
during production. The Company also aims at the consumption of energy that is being derived from
renewable energy sources.
Local Community
The Company throughout the spectrum of its activities pursues to build relationships of trust with the
local communities in which it operates and minimize any cases of inconvenience and disturbance. It
focuses on improving the welfare of citizens and people in general in key areas such as health and
education. Through continuous communication with interested parties, the Company receives requests
to support various actions and programs, which it then evaluates, plans and implements on a case-by-
case basis. Requests for contributions include donations, sponsorships or social programs and are
addressed either at the level of local communities or the wider society. The business decisions taken by
the Management are always based on the principles of protection and safety of the members of the local
community. The Company also contributes to the economic development of local communities in the
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
206
countries where it operates production plants, being at the same time one of the largest employers in
these regions.
In conclusion, the members of the Audit Committee consider that they have fulfilled their duties and
obligations, as set out in the updated Rules of Procedure of the Audit Committee.
Yours sincerely,
The members of the Audit Committee
The Audit Committee
Dimitrios Panagotas
Aliki Benroubi
Nikolaos Vlachos
Chairman
Member
Member