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The Company is managed by 13 members of the Board, as shown below, for a term of 5 years, ending on 17/04/2023; the term of the BoD is extended until the final date that the ordinary shareholders’ meeting can be convened, pursuant to article 20 of the company’s Articles of Association.
The Board of Directors is the supreme governing body of the company and primarily sets the strate gyand development policy and supervises and controls the administration of the company’s assets.The composition and status of the members of the Board are established by the Law and the Articles of Association. The obligation and foremost duty of the Board Members is the constant pursuit of enhancing the company’s long-term economic value and the protection of the general corporate interest.
To achieve the company’s corporate objectives and smooth operation, the Board may delegate some of its powers, except those that require collective action,as well as the management, administration or management of the affairs or the representation to the company's Chairman of the Board, the CEO, to one or more members (and non-executive members) or to managers or officers of the company. Board Members and any third party, entrusted with responsibilities by the Board, are prohibited to pursue his/her own interests against the interests of the company. Members of the Board and any third party, entrusted with responsibilities, must promptly disclose to the other members of the Board, their own interests, which may arise from company transactions, whilst they are in office as well as any other conflict of their own interests, with those of the Company or affiliates within the meaning of art.42 (e), paragraph 5 of Codified Law 2190/1920 that arise in the course of their duties.
Indicatively, the BoD, approves, upon the recommendation of the CEO:
The Board, during its constitution as a body, defines the status and responsibilities of members as executive and non-executive. The number of non-executive board members cannot be less than 1/3 of the total number of members.
The Executive Chairman of BoD and CEO is responsible to preside over and administer the meetings of the BoD and sign the respective decisions and performs all acts that fall under his responsibilities according to the Company’s Articles of Association and as CEO, is the legal representative of the company and has the responsibility of all business units and functions except for those reporting to the Deputy CEO.
The General Manager of Group’s Internal Audit as well as the Chairman and the CEO of ASPROFOS SA, also report to the Chairman of BoD and CEO.
The Chairman of the Board heads and conducts the meetings of the Board and acts out of any jurisdiction, as provided by the law, the Statute and Internal Regulations.
The Deputy Chief Executive Officer reports to the Chairman of BoD and CEO and replaces him in case of absence or impediment and has the responsibility of: