BOD COMMITTEES

Board of Directors Committees

Audit Committee

Chairman:

Spyridon Pantelias, Independent Non-Executive Member of the Board of Directors

Members:

Theodoros Pantalakis, Independent Non-Executive Member of the Board of Directors

Vasilios Kounelis, Non-Executive Member of the Board of Directors

 

The Audit Committee is appointed by the General Meeting of the Company's shareholders and consists of three (3) non-executive and in their majority independent members of the Board of Directors. The members of the current Audit Committee were elected by the Ordinary General Meeting of the Company's shareholders [held] on 6 June 2018. The term of office of the Audit Committee members is set at five years, corresponding to the term of office of the Board of Directors.

The Audit Committee has the dutyand responsibility:

  1. To monitor the process and conduct of the statutory audit of the Company's individual and consolidated financial statements;

  2. To inform the Board of Directors on the results of the statutory audit, to explain how such audit contributed to the consolidation and integrity of the financial reporting and to account for role the Audit Committee in the said procedure;

  3. To monitor, review and evaluate the adequacy and effectiveness of all Company policies, processes and safety measures regarding both the internal control system and the risk assessment and management in relation to financial reporting. Regarding the Internal Audit, the Audit Committee monitors and supervises the proper functioning of the Group’s Internal Audit General Division, whose operation is functionally subject to the Audit Committee and evaluates its work, adequacy and effectiveness, without infringing its independence;

  4. To review and monitor the independence of the certified auditors accountants or of the auditing firms carrying out the statutory audit pursuant to Law 4449/2017 (articles 21, 22, 23, 26 and 27) and article 6 of the Regulation (EU) 537/2014 of the European Parliament and of the Council of 16 April 2014, and in particular the appropriateness of the provision of same of non-audit services, in the context of the regulatory obligations set by the Regulation;

  5. To be in charge of the procedure for the selection of certified auditors accountants or auditing firms to be proposed for appointment by the General Meeting.

The Audit Committee’s meetings are:

 

  • regular, held at least four times a year prior to the release of the Company’s six-month and annual financial statements and interim financial reports;

  • extraordinary, held whenever deemed necessary by the Chairman or any member of the Committee.

During 2018, Audit Committee’s Charter has been updated.

Remuneration and Succession Planning Committee

The Company has established a Remuneration and Succession Planning Committee, consisting of two (2) non-executive and one (1) executive BoD members, with the following responsibilities:

  • Proposes the principles, as well as the Company's remuneration and benefits policy for executives; any relevant decisions made by the CEO are based on these principles and policy.
  • Proposes the total remuneration (fixed and variable - including share options) to the CEO in regards to the executive members of the Board of Directors, as well as the Senior Executives Directors of the Company and the Group.
  • Proposes the total compensation payable to both the Chairman of the Board of Directors and the CEO to the General Meeting of Shareholders.
  • Plans for the adequate and suitable succession of General Managers and executives, when needed, and submits relevant proposals to the Board of Directors.

Other Board of Director Committees

The task of the Board, within the above frame work to strengthen corporate governance structures, is assisted by other committees, appointed by its decision.

Specifically, the current committees are the following:

  • Oil Products Procurement Committee
  • Finance & Financial Planning Committee
  • Labour Issues Committee