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Audit Committee

Audit Committee

The Audit Committee, in accordance with the Company’s Internal Regulations of Operation and with the Committee’s own Regulation Code, which was approved and put into effect by the Committee’s Decision dated 3.11.2009 and subsequently amended by the Resolution of the Company’s Board of Directors of 11.05.2017, following a relevant proposal submitted by the Committee, reports through its Chairman to the Board of Directors by means of drawing up and submitting regular or ad hoc reports and works closely with the Company’s Internal Audit Department.

The Committee meets at least four (4) times per year and its key responsibilities are to monitor the statutory audit of the Company’s individual and consolidated financial statements, the financial reporting process and the effectiveness of the internal control systems, including the provision to the Internal Audit Department of general guidelines on the audit framework and the activities to be audited, to examine the  activities of the Internal Audit Department, with a view to assessing its effectiveness, to receive regular updates on the progress of the activities of the Internal Audit Department and to confirm that significant problems and weaknesses identified, as well as the related recommendations, have been notified to and discussed in a timely manner with the Management, which has taken the necessary corrective actions. Additionally, the Audit Committee has the right, when it considers this to be necessary, to request from the Internal Audit Department or from third parties any information it deems necessary in order to properly carry out its work.

Composition

The Audit Committee consists of at least three members, who in their majority must be independent within the meaning of the provisions of Law 3016/2012, as in force, and is either an independent committee or a committee of the Board of Directors. In particular, the Committee is composed of Non-Executive Members of the Board of Directors and of members who are elected by the General Meeting of the Shareholders. The Committee’s Chairman is appointed by its members or elected by the General Meeting of the Company’s Shareholders and is independent of the Company. At least one member of the Committee must be a certified auditor-accountant in suspension or retirement or sufficient knowledge of auditing and accounting.  In accordance with the Committee’s Regulation Code, the term of office of its members is commensurate with that of the Board Directors, unless otherwise decided by resolution of the General Meeting or of the Board of Directors acting under the General Meeting authorisation, and the Committee may elect a Secretary responsible for keeping the minutes of its meetings. The members of the Committee and its Secretary are prohibited from undertaking activities external to the Company, which might hinder independent decision-making and give rise to conflicts of interest. Every member of the Committee is provided with appropriate information and training and is appropriately remunerated in relation to the time devoted to the Committee's work.

The members of the Committee were elected during the regular Annual General Meeting of the Shareholders of the Company, held on 18.06.2014. The Committee is today composed of three members, of which two are Independent Non-Executive Members of the Board of Directors and one is not a Member of the Board of Directors who, according to the statement made by the Company, meets the requirements of article 44 of Law 4449/2017 and the provisions on independence of Law 3016/2002. In particular, the current composition of the Committee, as established following the resolution of the General Meeting of the Company’s Shareholders regarding the replacement of one of its members with a new one and the Committee’s decision of 01.06.2017 regarding is establishment into a body, is the following:

NAMEAUDIT COMMITTE STRUCTUREEXECUTIVE / NON EXECUTIVE MEMBERSINDEPENDENT MEMBERS
APOSTOLOS GEORGIADIS PRESIDENT NON-EXECUTIVE MEMBER INDEPENDENT
KONSTANTINOS KOTSILINIS MEMBER NON-EXECUTIVE MEMBER INDEPENDENT
CHRISTOS ZEREFOS MEMBER NON-EXECUTIVE MEMBER INDEPENDENT

 

Responsibilities - Competencies

According to its Regulation Code, the Committee has the following competences, inter alia:

  • Informs the Board of Directors of the Company of the result of the statutory audit and explains how the statutory audit contributed to the integrity of financial reporting and what was the Committee’s role in this process. In particular, the Committee monitors the process and the conduct of the statutory audit of the Company’s individual and consolidated financial statements. In this context, it informs the Board of Directors, by submitting a relevant report, on the issues that arose from the conduct of the statutory audit, explaining in detail the following:
  • (a) The contribution of the statutory audit to the quality and integrity of financial reporting, i.e. to the accuracy, completeness and correctness of financial reporting, including the relevant disclosures, which the Board of Directors approves and which is disclosed, and 
  • (b) The role of the Committee in the process under (a) above, i.e. a record of the actions which the Committee took during the conduct of the statutory audit. 
  • In the context of the above provision of information to the Board of Directors, the Committee takes into consideration the contents of the additional report, which is submitted by the certified auditor-accountant and contains the results of the statutory audit conducted and meets at least the specific requirements of article 11 of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014.
  • Monitors the financial reporting process and submits recommendations or proposals on ensuring its integrity. In particular, the Committee monitors, examines and assesses the process adopted in drafting the financial reports, i.e. the mechanisms and production systems, the flow and the dissemination of the financial information produced by the Company’s organisational units involved. The aforementioned activities of the Committee include any other information disclosed in any way (e.g. stock exchange announcements, press releases) in connection with the financial information. In this context, the Committee informs the Board of Directors of its findings and submits proposals on the improvement of the process, where appropriate.
  • Monitors the effectiveness of the internal control, quality assurance and risk management systems of the company and, depending on the case, its internal audit department, in what regards the Company’s financial reporting, without infringing on the latter’s independence. In particular, the Committee monitors, examines and assesses the adequacy and effectiveness of all the policies, processes and controls of the Company regarding the internal control system, on the one hand, and the risk assessment and management function, on the other, in connection with financial reporting. As regards the internal control function, the Committee monitors and inspects the correct functioning of the Internal Audit Department in accordance with the professional standards and the applicable legal and regulatory framework, and assesses its work, adequacy and effectiveness, without however affecting its independence. In addition, the Committee reviews the information disclosed with regard to the Company's internal control and main risks and uncertainties, in connection with financial reporting. In this context, the Committee informs the Board of Directors of its findings and submits proposals on improvements, where appropriate.
  • Monitors the statutory audit of the annual and consolidated financial statements and especially its efficiency, taking into consideration any findings and conclusions of the competent authority, in accordance with article 26 paragraph 6 of Regulation (EU) No 537/2014.
  • Reviews and monitors the independence of the certified auditors-accountants or of the accounting firms, in accordance with articles 21,22, 23, 26 and 27, as well as with article 6 of Regulation (RU) 537/2014, and
  • Is responsible for the process regarding the selection of certified auditors-accountants or auditing firms and proposes the certified auditors-accountants or the auditing firms to be appointed in accordance with article 16 of Regulation (EU) No 537/2014, unless paragraph 8 under article 16 of Regulation (EU) No 537/2014 applies.

The Regulation Code of the Audit Committee here.