Committees

MYTILINEOS within the new principles of its Corporate Governance has set up 3 committees: the Audit Committee, the Remuneration and Nomination Committee and the Sustainability 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
  1. the statutory audit of the Company’s individual and consolidated financial statements,
  2. the financial reporting process and
  3. 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 authorization. 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 Committee is composed of two independent non-executive board members and one non-board member who was elected by the AGM 07.06.2018 and 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.

The composition of the Committee, is the following:

ALEXIOS A. PILAVIOS

Chairman, independent non-executive member

Alexios Pilavios is currently Non-Executive Chairman of Alpha Asset Management and Vice Chairman of ABC Factoring. He is also Chairman of the Athens Exchange Clearing House and member of the Board of Directors of the Hellenic Exchanges.

He has a deep experience in the fields of Banking, Asset Management and Capital Markets.

During his thirty-five year career, he held senior positions in the Greek financial sector. He was Chairman of the Hellenic Capital Markets Commission (2004-2009) and General Manager of Alpha Bank (Head of Wealth Management) and member of the Executive Committee (2009-2017).

Alexios has served also for numerous years as CEO of Alpha Investments and Alpha Asset Management (1992-2004), holding also the position of Chairman of the Association of Greek Institutional Investors (1996-2000).

Prior to his assignments with Alpha Bank he held senior positions with Ergo Bank, Commercial Bank of Greece and the National Investment Bank of Industrial Development (NIBID).

Born in 1953, Alexios  graduated from the Athens College and holds a BSc (Econ) from the London School of Economics, a MSc in Economics from the University of Essex and a PhD in the Economics of Education from the London University Institute of Education.

TINA (KONSTANTINA) N. MAVRAKI

Member, independent non-executive

Tina (Konstantina) Mavraki is a C-Level Executive with extensive global experience in capital markets, company and project funding, risk management and audit. She started her career in 1998 and lives in London.

She has held senior positions with global institutions including Morgan Stanley, Citigroup and Noble Group, where she was responsible for multi-million US$ financial and physical commodity investments in developed and emerging markets.
She has extensive financial and operational internal audit and due diligence experience, most notably as Office of CEO of US$ 1.4 billion fund Barak Fund Management Limited, and as Head of Financing of commodities Division of US$ 1.75 billion fund Gemcorp Capital LLP. She is a devoted sustainability professional, with deep expertise in governance and environmental impact.
Ms Mavraki received an MA and BA in Philosophy, Politics & Economics from Oxford University and an MSc in Finance from London Business School. She is a CFA Charter-holder and holds a Certificate in Company Direction from the UK Institute of Directors.

CONSTANTINE COTSILINIS

Member, independent non-executive

Costa Cotsilinis was born in New Zealand in 1946. He was educated at Victoria University of Wellington and graduated with a Bachelor of Commerce and Administration degree.  He is a Chartered Accountant :  1969 - 2012  Member of the New Zealand Institute of Chartered Accountants and 1993 – present  Member of the Institute of Certified Public  Accountants of Greece.

He has dual New Zealand and Greek citizenship and is fluent in both Greek and English.

He commenced his professional career in 1968 at Coopers & Lybrand, Wellington and transferred to the London office in 1972 and later that year to the Greek office. From 1978 to 2003 he was head of the audit practice of Coopers & Lybrand/PwC Greece and in the later years served as Chairman of the Board. He retired from PwC in 2003.

He has served on various boards and committees including the Supervisory Board of the European Financial Reporting Advisory Group (2002-2004) and the Accounting Harmonization Committee of UNICE (2002-2005). From 2009 to 2014 he was Deputy Chairman of the Hellenic Accounting and Auditing Standards Oversight Board and Chairman of the Auditing Standards Board and represented Greece during that period in the relevant committees of the European Commission including Chairman of the Auditing Working Group during the Greek Presidency.

He is presently Chairman of the Board (since 2006) of a Greek subsidiary of an Israel Insurance Company, Deputy Chairman of the Board of the charitable organisation, "The Smile of the Child" (since 2006) and a member of the Audit Committee of Mytilineos S.A. Since 2006 he also acts as advisor to the Audit Committee of the National Bank of Greece.

Since 1991 he is the Honorary Consul-General for New Zealand in Greece and has been twice honoured by Queen Elizabeth for his services.

Remuneration and Nomination Committee

The Remuneration & Nomination Committee should be responsible for:

  • proposing to the board the remuneration of each individual executive board member, including bonuses, incentive payments and share options;
  • reviewing and making proposals to the board on the total annual package of variable compensation in the company;
  • reviewing regularly the salary of executive board members and other contractual terms, including severance payments and pension arrangements;
  • making proposals to the board on any business policy related to remuneration;
  • reviewing the annual remuneration report;
  • determining selection criteria and appointment procedures for board members;
  • periodically assessing the size and composition of the board and proposing a desired board profile for consideration by the board;
  • leading the process for nominee identification and selection; andmaking proposals to the board for the nomination of board members.

Composition

The Remuneration and Nomination Committee is composed of the following Members:

IOANNIS G. PETRIDES

Chairman, independent non-executive member
and Lead Independent Director

Mr. Yiannis Petrides served from 2013 to 2018 as Chairman of the Supervisory Board of Rotterdam-based Refresco N.V., the world’s largest independent producer of private label beverages with Revenues of around 4 billion euros and 60 manufacturing facilities in Europe, North America and Mexico. Yiannis led the listing of the Company in 2015 in the Amsterdam stock exchange. Until 2016, he also held the position of Chairman of the Board of Largo (parent of Wind Hellas Telecommunications), a major fixed, broadband and mobile telecommunications operator in Greece.

Yiannis is currently also a Director on the Board of PUIG, a privately held global player in fashion and perfumes, which owns brands including Nina Ricci, Paco Rabanne, Carolina Herrera and Jean Paul Gaultier. He also serves as the Chairman of PUIG’s Audit and Compliance Committee. During 2005-2014 he served as Vice-Chairman of the Board of Directors of the Campofrio Food Group, Europe’s leader in the processed and packaged meat market which was listed on the Madrid stock exchange. During that time he served as the Chairman of Campofrio’s Audit Committee as well as Chairman of the Strategy Committee and member of the Remuneration and Nomination Committee.

Between 2010-2013 he served as Director on the Board of Panrico, Spain, leader in the sweet snacks industry and also as member of the Remuneration and Nomination Committee.

Yiannis worked for 23 years with PepsiCo Inc. Between 2000-2010 he served as President - Europe for the Pepsi Bottling Group, significantly expanding the Group’s presence in countries like Russia, Spain and Turkey through organic growth as well as strategic acquisitions, creating a 4 billion USD business with 20 manufacturing facilities and over 10000 employees. He was one of the founders of PBG, which was spun-off from PepsiCo and listed on NYSE in 1999. Prior to that, he held the position of President of PepsiCo Spain. He also served as President for PepsiCo Greece/Balkans and as well as in different Marketing and Franchise positions with the company in the Middle East – working across both Beverage and Food Divisions of PepsiCo.

Prior to PepsiCo, Yiannis worked with the Procter and Gamble Company in the Middle East and USA.

Born in 1958, he holds a Bachelors and Masters degree with Honours in Economics from Cambridge University and an MBA from the Harvard Business School. Yiannis is a native of Cyprus.

EMMANOUIL K. KAKARAS

Member, independent non-executive

Professor Emmanouil Kakaras has been Vice President and Head of Research & Development at Mitsubishi Power Europe Ltd. since September 2012. His current R&D activities mainly focus on flexible operation of thermal plants, on fuel cells and electrolysers, the development of large-scale energy storage and the utilization of CO2. Since January 1st 2018, he serves as Senior Vice President for Energy Solution and New Products.

Born in 1962, Mr. Kakaras first got his diploma in Mechanical Engineering at the National Technical University in Athens (NTUA), and then proceeded to get his PhD at the NTUA and at the Technical University Braunschweig in Germany. He continued his academic career in 1991 as a professor at the NTUA until 2012, when he left on a sabbatical leave. Since 2014 until today, he serves on a part-time basis at the NTUA. He has also been guest lecturer at the Universities of Warsaw and Tokyo. From 1999 to 2018, he has been the Director of the Centre of Research and Technology Hellas/Chemical Process and Energy Resources Institute (CERTH/CPERI).
Next to his involvement in academia and research, Emmanouil Kakaras was professionally active as an advisor of the European Commission and he has been appointed Executive Director of the Hellenic Association of Independent Power Producers from 2010 till 2012. Emmanouil Kakaras also has a keen interest in European affairs. From January 2013 to January 2018, he was President of the European Power Plant Suppliers Association (EPPSA) and he is member of the Board of Directors of EU Turbines. He represents Mitsubishi Heavy Industries at the Hydrogen Council and other Hydrogen-related initiatives.

TINA (KONSTANTINA) N. MAVRAKI

Member, independent non-executive

Tina (Konstantina) Mavraki is a C-Level Executive with extensive global experience in capital markets, company and project funding, risk management and audit. She started her career in 1998 and lives in London.

She has held senior positions with global institutions including Morgan Stanley, Citigroup and Noble Group, where she was responsible for multi-million US$ financial and physical commodity investments in developed and emerging markets.
She has extensive financial and operational internal audit and due diligence experience, most notably as Office of CEO of US$ 1.4 billion fund Barak Fund Management Limited, and as Head of Financing of commodities Division of US$ 1.75 billion fund Gemcorp Capital LLP. She is a devoted sustainability professional, with deep expertise in governance and environmental impact.
Ms Mavraki received an MA and BA in Philosophy, Politics & Economics from Oxford University and an MSc in Finance from London Business School. She is a CFA Charter-holder and holds a Certificate in Company Direction from the UK Institute of Directors.

Sustainability Committee

Composition

The Sustainability Committee, was established by the Board of Directors decision of 2.4.2021.

SOPHIE DASKALAKI-MYTILINEOU

Chair

Born in Buenos Aires. She studied Business Administration (BSc, Deree College) and Economics (MSc, London School of Economics). She worked as a financial analyst for two years in the Short-Term Economic Forecasting Department of the Ministry of Coordination and for five years in the Economic Research Department of the Bank of Greece, before joining MYTILINEOS in 1990, where she developed the Group’s Corporate Affairs and Corporate Social Responsibility functions as BoD member.

She has been elected member of the Board of Directors of the Hellenic Federation of Enterprises (SEV) 2012-2014 and of the General Council since 2014 to date. From 2000 to 2010 she served as elected Municipal Councilor and Deputy Mayor of the Municipality of Athens. She is a founding member of the NGO “Friends of Children with Cancer” (“ELPIDA”) and of “Transparency International Greece”, which is member of the Transparency International organization. Member BoD of American-Hellenic Chamber of Commerce since 2013 and member of the Amcham Cultural Committee.

PANAGIOTA L. ANTONAKOU

Member, independent non-executive BoD member

Peggy Antonakou is General Manager of GOOGLE Southeast Europe. She served from 2012 to 2019 as CEO of Microsoft Greece, Cyprus & Malta. She has deep experience in the fields of Marketing and General Management, having held key positions both in Europe and the USA. 

She joined Microsoft in February 2012 as a Sales Director and took over the leadership of the company as the General Manager in November of the same year. She later assumed expanded responsibility as the CEO for Greece, Cyprus and Malta. During her tenure, Greece was awarded as Best subsidiary in the world amongst countries of relevant size.

She joined Microsoft, from DELL S.A, where she held the position of General Manager of Consumer and SMB divisions for Southeastern Europe & Italy.

She first joined DELL in 2002, in the Marketing Department of the company’s Headquarters in Austin, Texas USA. Peggy has previously held positions at General Motors USA και Opel Bank GMBH.

Ms. Antonakou was born in 1974 in Athens. She holds a BSc in Business Administration from the University of Piraeus and an MBA from the University of Michigan.

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EMMANOUIL K. KAKARAS

Member, independent non-executive member BoD member

Professor Emmanouil Kakaras has been Vice President and Head of Research & Development at Mitsubishi Power Europe Ltd. since September 2012. His current R&D activities mainly focus on flexible operation of thermal plants, on fuel cells and electrolysers, the development of large-scale energy storage and the utilization of CO2. Since January 1st 2018, he serves as Senior Vice President for Energy Solution and New Products.

Born in 1962, Mr. Kakaras first got his diploma in Mechanical Engineering at the National Technical University in Athens (NTUA), and then proceeded to get his PhD at the NTUA and at the Technical University Braunschweig in Germany. He continued his academic career in 1991 as a professor at the NTUA until 2012, when he left on a sabbatical leave. Since 2014 until today, he serves on a part-time basis at the NTUA. He has also been guest lecturer at the Universities of Warsaw and Tokyo. From 1999 to 2018, he has been the Director of the Centre of Research and Technology Hellas/Chemical Process and Energy Resources Institute (CERTH/CPERI).
Next to his involvement in academia and research, Emmanouil Kakaras was professionally active as an advisor of the European Commission and he has been appointed Executive Director of the Hellenic Association of Independent Power Producers from 2010 till 2012. Emmanouil Kakaras also has a keen interest in European affairs. From January 2013 to January 2018, he was President of the European Power Plant Suppliers Association (EPPSA) and he is member of the Board of Directors of EU Turbines. He represents Mitsubishi Heavy Industries at the Hydrogen Council and other Hydrogen-related initiatives.

SPYRIDON D. KASDAS

Member, Non-Executive BoD Member,
Vice-Chairman A’

Born in Alexandria, Egypt in 1946. He has graduated from the National Polytechnic School of Athens with a degree in Mechanical and Electrical Engineering. He is Chairman of the mining company Delphi - Distomon, owned by MYTILINEOS and member of the board of directors of the SEV’s Business Council for Sustainable Development.

During his 48 years professional career in the international aluminium industry, he has served as plant manager of the alumina refinery and aluminium smelter of Aluminium of Greece SA, as smelting research manager for the French industrial group Pechiney, as CEO of the Australian aluminium smelting company Tomago, as Vice President Technology and member of the Primary Executive Committee of the French group Pechiney and later on of the Canadian group Alcan. When in 2005, the group MYTILINEOS acquired Aluminium of Greece SA, Spiros Kasdas returned to Greece and served as CEO and later on as Chairman of the company until its absorption by MYTILINEOS in 2017.

NATALIA E. NICOLAIDIS

Member, independent non-executive member BoD member

Natalia Nicolaidis worked at Credit Suisse (CS) for 24 years where she served as global General Counsel for the Investment Banking & Capital Markets Division for the last 5 years.

Previously she was Head of Risks & Controls for the aforementioned division and capital markets and mergers & acquisitions lawyer at CS in London and New York. She is the founder of Dynamic Counsel, an independent strategic and transactional consultancy. Ms. Nicolaidis also practiced law in New York from 1991 to 1996.  She has graduated from Yale University (Economics) and Georgetown University (Law, Juris Doctor and Master of Science in Foreign Service). She also holds a Masters in European Union Law from the College of Europe (Bruges, Belgium).

DIMITRIOS S. PAPADOPOULOS

Member, executive BoD Member

Mr. Papadopoulos serves as Executive BoD Member and General Manager of Corporate Governance & Sustainable Development as well as member of the  Executive Committee of  MYTILINEOS. He joined Mytilineos Group in 2005  and  served  as a member of the Board of Directors of Aluminium of Greece SA when acquired by MYTILINEOS. 

Mr. Papadopoulos  is currently Executive BoD member of the subsidiary Company of MYTILINEOS “MNG Trading S.A.”  and Member of the Board of Directors for Sustainable Development of the SEV-Hellenic Federation of Enterprises

He started his career in 1988 in the Banking sector, as Capital Markets executive at the Hellenic  Bank for Industrial Development (ETVA). He spent 7 years at SOCIETE GENERALE BANK in Greece, where he served as Greek Head of Investment Banking and Private Banking, before moving to SIGMA SECURITIES (later PIRAEUS SECURITIES) in 1996, to head the company’s Business Development and Corporate Finance activities. In 2000 was appointed as CEO and Executive Vice-President of the INVESTMENT BANK of GREECE (IBG), a startup financial institution later merged into Marfin Bank. Before joining Mytilineos Group in 2005, was CEO  of the newly formed REIT of the Hellenic  Real Estate Company (KED) the real estate holding company of the Greek State.

He has been a director in several companies as well as  member of various Investment Committees.

He holds a BA degree in Economics from the George Washington University, Washington D.C. (USA) and an MBA degree in Finance from the American University, Washington D.C. (USA).

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