Composition of the Board of Directors and Committees
BOARD OF DIRECTORS
Role and competences
The Board of Directors is the Company’s supreme administrative body, which is exclusively responsible for determining the Company’s strategy and its growth and development policy. Key duties of the Board of Directors are...
Composition of Board of Directors
The current Company Board of Directors consists of 14 members and was elected by the General Meeting of Shareholders of 18.5.2010 and will serve for a 3-year term in office which will expire at the 2013 Ordinary General Meeting.
Independent board members
The ½ of the Board’s members, that is seven (7) members, are independent, non-executive members
Non-executive Board Members - Executive Board Members
The majority of the members of the Board of Directors of the Company, that is 8 of 14 members, comprises of non executive directors.
Chairman of the Board, Vice-Chairman, Senior Independent Directors, Board of Directors Secretary
Vice-Chairman of the Board
Mr. Efstratios - Georgios (Takis) Arapoglou, an independent, non-executive member, has been appointed as Vice Chairman of the Board of Directors.
Senior Independent Director
The Board’s Vice Chairman, Mr. Efstratios – Georgios (Takis) Arapoglou, has also been appointed by the Board of Directors as the Senior Independent Director who is obliged, inter alia, to be available to resolve shareholder issues, which have not been resolved by the executive members of the Board of Directors or the Chairman.
Board of Directors Secretary (Company Secretary)
The Board of Directors has appointed the Company’s attorney at law, Mrs. Eleni Papapanou, as the Company Secretary, who provides legal support to the Chairman and the members of the Board. When exercising her duties the Company Secretary reports to the Board of Directors and, in hierarchical terms, does not report to any other department of the Company.
Board of Directors meetings
The Board of Directors meets as often as required based on the Company needs and takes its decisions by absolute majority of the directors present or represented at it.
Nominating candidates for the Board of Directors
Selection of suitable candidates and the planning of a smooth succession for members of the Board of Directors and senior management executives is the task of the Nomination and Corporate Governance Committee.
Obligations of members of the Board of Directors and Conflict of Interests
Conflict of interests
Members of the Board of Directors are obliged to immediately disclose to the Board of Directors their interests which may arise from Company transactions and any other conflict of interests with those of the Company or its related parties. Given their access to privileged information, they are obliged not to use such information to directly or indirectly purchase or sell shares in the Company or related companies which are traded on a regulated market for their own benefit or for members of their family. They are further obliged not to disclose that information to other persons nor exhort third parties based on said privileged information they have to purchase or sell shares in the Company or its related companies which are traded on a regulated market.
Board of Directors Committees
The following Committees assist the Board of Directors in its work. They have been set up by the Board and are comprised entirely of independent, non-executive members with the exception of the Nomination and Corporate Governance Committee, where the Chairman, who is a non executive member, also sits.
The Board of Directors’ Committees can also retain the services of specialist technical, financial, legal or other consultants.
Nomination and Corporate Governance Committee
Corporate Social Responsibility Committee
Evaluation of the Board of Directors and its Committees in 2011
Remuneration of Board members in 2011