< Composition of the Board of Directors and Committees
Independent board members
The ½ of the Board’s members, that is seven (7) members, are independent, non-executive members namely persons who have no relationship of dependence on the Company or its related parties and meet the independence requirements laid down by Greek law. They are Messrs. Efstratios – Georgios (Takis) Arapoglou, Eftychios Vasilakis, George David, Spyridon Theodoropoulos, Panagiotis Marinopoulos, Petros Sabatacakis and Vasilios Fourlis.
These persons were elected as independent members by the General Meeting on 18.5.2010 following a recommendation from the Board of Directors, which had first checked and ascertained that each of them met the independence requirements laid down by law as well as the additional criteria of independence adopted by the Company set out below in the paragraph titled «Nominating candidates for the Board of Directors» in Section III of this statement.
Also, all of the above independent directors, with the exception of Messrs. George David and Spyridon Theodoropoulos, meet as well the independence criteria specified in Article B.1.1 of the Code. More specifically, Messrs. David and Theodoropoulos have exceeded the limit on three terms in office specified by the Code since they were elected on 18.05.2010 for a fourth time by the General Meeting of Shareholders and are currently in their eleventh year on the Board of Directors. Both were elected as members of the Board of Directors by the General Meeting of Shareholders for the first time in 2001. However, the Board of Directors considers that despite the fact that they have exceed the limit of terms in office, nonetheless both members are independent in their way of thinking, judgment and character and, for that reason, they are indeed independent.
The Board’s independent members are entitled to meet without the presence of the executive members or the Chairman, in any case they deem it necessary. Such a need did not occur in 2011.
In addition, as provided for in the Code, once per year the Board’s independent members have a meeting, under the lead of the Senior Independent Director, without the presence of the executive members and the Chairman, in order to evaluate the performance of the Chairman and a meeting, under the lead of the Chairman and without the presence of the executive members. Such meetings were held during the year 2011.