General - Members
Τhe number of the Board members is defined by the General Meeting, in the context of those defined by the Company’s Articles of Association. The current Board of Directors consists of 10 (ten) members, 5 (five) of the Board members are non-executive, while 2 (two) of the non-executive members are also independent members.
The Board of Directors has the powers, responsibilities, and duties that are provisioned by Law, the General Shareholders’ Meeting, and the Company’s Articles of Association. Within the aforementioned framework, the Board of Directors is the agency that exercises the management of company. Among its duties are the making of decisions and the responsibility for exercising effective control on all company activities.
Specifically, the Board of Directors has responsibility for the following:
- The determination of the strategy and the design of the corporate culture and general practice of the company. The application of a general politics and the responsibility of clear communication of the decided business aims to the lower levels. The evaluation the suggestions and proposal of Directors of the Departments. The approval of the corporate plan of action and of the annual budget.
- The monitoring and evaluation of the effectiveness and implementation of the corporate plan of action.
- The control and approval of the major capital expenditures, towards the implementation of investment plans.
- The validity and comprehensiveness of the financial statements to be made public, including the Certified Public Auditors-Accountants report.
- The conformance of the company’s activities to legislation in effect, as well as the Corporate practice. The existence of Internal Audit System.
- The monitoring and handling of any issues of conflict of interest among management, members of the Board of Directors and the shareholders, including cases of mismanagement of property assets or transactions with affiliated parties.
Moreover, the Board of Directors:
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Is responsible for the preparation of the annual, semi-annual and quarterly financial reports, which also include among others the company’s transactions with affiliated companies according to article 42e par 5 of C.L. 2190/20. These reports are disclosed to the regulatory authorities, the investment community and any other interested party as provided for by the relevant decisions of the Hellenic Capital Market Commission.
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Decides on issues regarding any kind of fee paid to the company’s senior executives and in general the salary policy of the company.
In the context of the above authorities and responsibilities, the Board of Directors acts collectively and the relevant decisions are made by all the Board members, regardless of their capacity as executive, non-executive or independent.
According to the Company’s Articles of Association, the Board of Directors may assign, by means of a relevant decision, rights and authorities that relate to the administration, management and representation of the company to one or more individuals, regardless of whether such individuals are Board members or not.
The manner in which the company is bound and represented is defined by the Board of Directors.