The Audit Committee, as established by the Board of Directors decision of 26.3.2008, is composed of three Board members who do not have executive authority within the Company. The members of the Audit Committee are appointed for a term of office which corresponds to that of the Board of Directors, with the duties of Secretary assigned to a Company executive from a department that is not directly audited by the Committee.
According to the Company’s Internal Regulations of Operation, as in force, the Audit Committee reports through its Chairman to the Board of Directors, draws up regular or ad hoc reports and works closely with the Company’s Internal Audit Department. The Audit Committee convenes at least four times per year and its mandate is to help the Company operate more effectively and to safeguard the principles of transparency and Corporate Governance.
Τhe key responsibilities of the Audit Committee include the provision to the Internal Audit Department of general directions regarding the framework of its tasks and the Company activities to be audited; the evaluation of the effectiveness of its own activities; and the submission of regular updates on the progress of its work. In addition, the Audit Committee has the right, whenever it considers this to be necessary, to seek from the Internal Audit Department or from third parties any information it deems necessary in order to properly carry out its work.
The Audit Committee consists of at least two non executive members of the board of directors and one independent non executive member of the board of directors. All members of the Committee are appointed by the General Assembly, though the independent member should have competence in accounting and auditing.
The Chairman's duties are assigned to one of the members.
The members of the Committee collectively should have competence and experience regarding financial reporting, accounting and auditing issues.
The service of the members of the Committee is commensurable to the service of the Board of Directors.
The duties of the Secretary are assigned to a member of the Company who is not directly involved with the audited operations.
The members of the Committee are entitled to special remuneration, the level of which is determined by the Board of Directors and approved by the annual General Meeting of shareholders.
|NAME||AUDIT COMMITTE STRUCTURE||EXECUTIVE / NON EXECUTIVE MEMBERS||INDEPENDENT MEMBERS|
The Committee has the responsibility to conduct investigations or to assign to third parties the investigation of any matters in the framework of its jurisdictions.
For the conduct of these investigations, apart from the contribution of the Internal Audit services, the Legal Department and the External Auditors, the assistance of external advisors may be requested.
More specifically, the jurisdictions and responsibilities of the Committee are the following:
A. INTERNAL AUDIT FRAMEWORK
Regarding the Internal Audit Framework, the Committee is responsible for:
- Examining and assessing the efficiency and effectiveness of the Internal Audit Framework. The assessment is focused on the Company's procedures for the determination of substantial risks and the controls the Company has imposed to manage them.
- Examining and assessing along with the Company's management and the Internal and External Auditors:
- The efficiency or the weaknesses of the Internal Audit Framework, including the security and audit adequacy of information systems.
- The important findings and the proposals of the Internal and External Auditors.
B. FINANCIAL STATEMENTS
Examines with the Company's management and the external auditors the half year and full year financial statements of the Company, prior to their release. Also, examines with the Company's management the interim financial statements. Assesses the completeness and consistency of the financial statements.
Examines with the Company's management and the external auditors, after the completion of the full year audit, the issues which arose during that audit, the findings of the audit, including the difficulties encountered during the performance of their work.
C. EXTERNAL AUDIT
- Recommends to the Board of Directors in reference of the proposals that will be submitted to the Annual General Meeting of Shareholders regarding the election of the external auditors, the determination of their fees and the waiver of their liability.
- Examines the audit framework and the auditing approach of the full year audit with the external auditors, ensures their independence and assesses their performance.
- Examines the amplitude and cost and comments for the outsourcing, or not, of non-auditing services to external auditors.
The external auditor shall:
- confirm annually in writing to the audit committee their independence from the audited public-interest entity;
- disclose annually to the audit committee any additional services provided to the audited entity;
- discuss with the audit committee the threats to their independence and the safeguards applied to mitigate those threats as documented by them
- report to the audit committee on key matters arising from the statutory audit, and in particular on material weaknesses in internal control in relation to the financial reporting process.
D. INTERNAL AUDIT
Supervises the internal audit operations, which belongs operationally and reports to the Committee and assures that:
- The Internal Audit has been adequately organized, employs all necessary means for the performance of its work and operates efficiently and effectively, in accordance to the Regulation of operations.
- The Internal Auditors have full and unimpeded access to all Company information and archives, which are necessary for the exercise of their duties.
More specifically, the Committee, concerning the Internal Audit operation, is responsible for:
- Proposing the selection of the Group Internal Audit Manager and participates in the evaluation process of the Internal Audit executives.
- Assessing the Internal Audit's procedure for the creation of the annual audit plan and proposes to the Board of Directors its approval.
- Being informed, when necessary, of the progress of the audit work and examines the report of the annual audit plan.
- Examines and reviews with the Company management:
Any difficulties that might arise in the course of the audits, such as constraints in the audit work or access to necessary information.
Required amendments to the annual audit plan and their budget, in relation also with the structure of the audit services in terms of human resources.
Important findings which arose during the course of the audits and supervise the implementation level of the proposals.
The Regulation Code of the Audit Committee here.
CHANGES IN THE STRUCTURE
The Board of Directors reserves the right to recommend for approval to the General Assembly any changes in the structure, responsibilities and function of the Committee, should, according to the Board's judgment is deemed necessary for the accomplishment of its task.