corporate governance

Internal control

The Internal Audit Department is an independent, objective, assertive and advisory action designed to add value and improve the Company’s operations. It helps the Company to achieve its objectives by providing a systematic scientific approach in order to assess and improve the effectiveness of risk management, internal control systems and corporate governance processes.

The Company’s Internal Audit Division has a direct responsibility for the Company’s internal audit and reports the results of its work to the Audit Committee and the Board of Directors. More specifically, the Internal Audit Director:

• He monitors the correct implementation and observance of the directives of the Internal Rules of Operation and the Articles of Association of the Company, as well as of the legislation in general, and in particular the Stock Exchange Law and the Law of Societes Anonymes
• He reports to the Board of Directors. of the Company in case of a conflict between the members of the Board of Directors and the interests of the Company, which it finds in the performance of its duties
• He draws up internal audit findings and reports
• Informs in writing, at least once a quarter, the Board of Directors. about the progress of his audit work
• He attends the General Meetings of Shareholders
• Provides, upon approval by the Board of Directors, any information requested in writing by the Supervisory Authorities, cooperates with them and facilitates in every possible way the monitoring, control and supervision of any work they do.
• He evaluates on a continuous basis the completeness, operation and reliability of the preventive and suppression controls and more generally the reliability of the Internal Audit System
• He examines the Company’s risk areas and verifies adequate risk management
• He performs scheduled audits in Financial Management, Operation & Processes, as well as Security Controls of Information Systems (Logical and Physical Security)
• He executes extraordinary audits in high risk areas or in cases of abuse or fraud
• He verifies the correctness of the financial statements, the reports of administrative information, as well as the reports to the Supervisory Authorities
• He monitors and informs about the level of compliance of the Company with the relevant legal and legislative framework

Audit Committee

The Audit Committee is a Committee of the Board of Directors and is set up to assist in fulfilling its obligations to monitor and assess the adequacy and effectiveness of the Internal Audit System based on the findings and observations of internal and external auditors as well as audits of supervisory authorities.

The members of the Audit Committee are appointed during the General Meeting of the Company’s shareholders. The Audit Committee consists of at least two (2) non-executive members and an independent non-executive member of the Board of Directors who chairs its meetings and has sufficient knowledge and experience in accounting and auditing matters. The Audit Committee meets at regular intervals. The precise timetable is set by the Commission itself.

Pursuant to article 37 of Law 3693/2008, each listed company (“public interest” according to the law) must have an Audit Committee composed of 3 members of the Board of Directors, at least two non-executive members and one independent non-executive member .

The Audit Committee of the Company consists of the following members of the Board of Directors:

Andreas Merikas, Independent Non-Executive Member

Emmanuel Kotzabasakis, Independent Non-Executive Member

Eleni Domazaki, Independent non-executive member

The Audit Committee monitors and supervises the Internal Audit by the Internal Audit Division. They meet on a regular basis and  during those meetings they evaluate and exploit the findings of the supervisory work of the supervisory authorities and the Internal Audit Department.

The Chairman of the Audit Committee convenes the Commission, chairs its meetings, proposes the issues to be discussed and generally coordinates and supervises the work of the Commission. The Chairman of the Committee informs the Board of Directors. on the work of the Commission during the meetings of the Board of Directors.