< Composition of the Board of Directors and Committees
Audit Committee
The Audit Committee is comprised exclusively of independent members of the Board of Directors who have extensive management, accounting and auditing knowledge and experience. The ordinary and stand-in members were elected by the General Meeting of Shareholders on 15.06.2011.
The Committee’s extensive auditing powers include supervising the work of the Group Internal Audit Division, which reports directly to the Audit Committee, monitoring the proper and effective implementation of the internal audit system and the risk management system, auditing the financial statements before they are approved by the Board of Directors, nominating certified public accountants who are then recommended by the Board of Directors to the General Meeting of Shareholders and monitoring issues relating to the retention of their independence and objectivity, as well as the monitoring of the financial reporting procedures implemented by the Company. The Committee is also responsible for supervising and monitoring the implementation of the confidential reporting procedure which involves employees reporting any infringement of Company values or the Company Code of Conduct to management via the hotline which is in operation.
The Audit Committee’s duties and competences and its internal regulation have been posted to the Company’s website.
The Audit Committee carries out at least 4 scheduled meetings each year to audit first quarter, half-year, third quarter and annual financial statements and to monitor the Company’s internal audit and risk management systems. It also holds unscheduled meetings whenever that is considered necessary.
In 2011 the Audit Committee held 4 meetings on 11/3, 5/5, 2/8 and 9/11. Moreover, its Chairman held meetings with the Director of Internal Audit for the monitoring of the audits and the duly preparation for next year.
At its meetings the Committee addressed all issues within its remit, and in particular it addressed the following topics: a. an audit of the Company’s financial statements as to their completeness and reliability in terms of the financial information they provide; b. monitoring and evaluation of the work of the Internal Audit Division, approval of changes to staffing of the internal audit services, and evaluation and recommendations on the annual pay for the Group’s Internal Audit Director; c. an audit and evaluation of the Company and Group’s risk management systems; d. a check to ensure the independence of the certified public accountants; and e. recommendations on the selection of an audit firm to review and audit the 2011 financial statements.
In 2011 the Audit Committee held 2 meetings (11/3 and 01/08) with the certified public accountants Messrs Christodoulos Seferis and Christos Pelendridis without the presence of the executives of the Company.