Wednesday 17 October 2018

Audit Committee

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CHAIRMAN

  • Doros Constantinou, Senior Independent Director, Independent Non-executive Member of the Board

MEMBERS

  • Ioanna Papadopoulou, Independent Non-executive Member of the Board
  • Ploutarchos Sakellaris, Independent Non-executive Member of the Board

SUBSTITUTE MEMBERS

  • Alexander Macridis, Independent Non-executive Member of the Board
  • Petros Sabatacakis, Independent, Non-executive member of the Board

STRUCTURE

The Audit Committee is a three-member Committee of the Board of Directors and consists entirely of independent non-executive members of the Board.

The Audit Committee members (regular and alternate) are appointed by the General Meeting, upon proposal by the Board of Directors. This is preceded by a pertinent proposal by the Nomination and Corporate Governance Committee, drafted in collaboration with the Chairman of the Audit Committee in office.

The Audit Committee appoints one of its regular members as Chairman. The duties of the Secretary are performed by the Secretary of the Board of Directors who, in performing such duties, shall report to the Board of Directors and shall not be subject in terms of hierarchy to any other department of the Company.

The term of office of the members of the Audit Committee is set at three years and is commensurate with the term of office of the Board of Directors.

Should the need arise, for whatever reason, for a regular member of the Audit Committee to be substituted, such member shall be substituted for the remaining term of office by one of the alternate members of the Committee, at the discretion of the Board of Directors.

ATTRIBUTES OF THE AUDIT COMMITTEE MEMBERS

The members of the Audit Committee shall all possess management knowledge and experience and adequate knowledge of the sector in which the Company operates.

At least one member of the Audit Committee shall have adequate and updated knowledge of auditing and accountancy.

The Company is obliged to provide an induction training course to all new members of the Audit Committee. The said course shall include briefing on the role and responsibilities of the Audit Committee and an overall presentation of the Company's business model and strategy, with special reference to the main potential business and financial risks. The course shall also include meetings with relevant officers of the Company.

The Board of Directors is obliged to provide the Audit Committee with any funds required for the procurement of independent legal, accounting or other consultancy services, as the Committee may deem necessary.

DUTIES – RESPONSIBILITIES OF THE AUDIT COMMITTEE

The Audit Committee has the following duties and responsibilities:
A. To inform the Board of Directors about the results of the statutory audit, to explain how such audit contributed to the integrity of financial reporting and to account for the role of the Audit Committee in the said procedure.
B. To monitor the Company's financial reporting procedure and to submit proposals or recommendations in order to ensure its integrity.
C. To monitor the effectiveness of the Company's internal control, quality assurance and risk management systems, and to supervise the work of the Internal Audit Division, whose operation is subject to the Audit Committee, without infringing its independence.
D. To monitor the statutory audit of the annual and consolidated financial statements and to assess its performance.
E. To monitor and review the independence of the certified auditors accountants or of the auditing firms performing the statutory audit and, in particular, the appropriateness of the provision by same of non-auditing services, in the context of the regulatory obligations prescribed by Regulation (EU) 537/2014.
F. To be in charge of the procedure for the selection of certified auditors accountants or auditing firms and to make recommendations in relation to the certified auditors accountants or auditing firms to be proposed for appointment by the General Meeting.
G. To monitor and supervise the implementation of the confidential reporting procedure which allows employees to submit complaints and report possible breaches of the Code of Conduct through a dedicated telephone hotline.

TASKS OF THE AUDIT COMMITTEE

In the context of the aforesaid duties and responsibilities, the Audit Committee may perform any of the following indicative tasks:

Α. Regarding the statutory audit/ financial reporting procedure:
It shall be briefed about the procedure and time frame for the drafting of financial reports by the Company's management/ competent management officers.
It shall be briefed by the certified auditor accountant about the annual statutory audit plan and shall assess whether it addresses the key audit fields, taking into consideration the Company's main business and financial risk aspects.
It shall hold meetings with the Company's management, competent management officers, and the certified auditor accountant and shall review the main issues and risks that may impact the financial statements.
It shall review the financial statements and Board of Directors reports prior to their approval by same, in order to assess their completeness and consistency with the information it has been apprised of and with the accounting principles adopted by the Company, and it shall inform the Board of Directors accordingly.

B. Regarding the Internal Audit:

  • It shall supervise the function of the Internal Audit, which is subject to and reports to the Audit Committee, and shall ensure that the Internal Audit has been adequately organized, has all the resources required to perform its task, and operates efficiently, in line with its Rules of Procedure.
  • It shall approve the appointment of the Group's Internal Audit Manager and shall participate in the procedure for the assessment of Internal Audit management officers.
  • It shall assess the Internal Audit procedure for the drafting of the annual audit plan and shall propose its approval to the Board of Directors.
  • It shall be briefed about the progress of internal audits and shall monitor the report on the execution of the annual audit plan.
  • It shall examine and review with Management:
    • any difficulties which may arise in the course of audits, such as any limitations to the scope of the auditing task or to the access of the information required;
    • any modifications required in the annual audit plan and in the relevant cost budget, taking into consideration the structure of the auditing services in terms of human resources;
    • any significant findings which may have arisen in the course of audits.
    • It shall supervise the extent to which proposals have been implemented and shall inform the Board of Directors accordingly.

C. Regarding the internal control and risk management systems and procedures:

  • It shall review and assess the adequacy and effectiveness of internal control and risk management systems and procedures, including the adequacy of the information systems security and control.
  • It shall review the management of the main risks and uncertainties of the Company and their periodic revision. In this context, it shall assess the methods employed by the Company to identify and monitor risks, to address the main risks through the internal control system and the internal control unit, and to disclose them through the financial reporting disclosure procedures.
  • It shall inform the Board of Directors about its findings and shall submit proposals for the implementation of corrective actions, if deemed appropriate.

COMPENSATION

The members of the Audit Committee receive a compensation which shall reflect the extent and requirements of their duties and the time they are required to contribute in order to efficiently perform their role. To this end, the level of the compensation received by other members of the Board of Directors shall also be taken into consideration.

The level of the aforesaid compensation shall be determined by the Board of Directors and, pursuant to article 24 paragraph 2 of Law 2190/20, shall be approved by decision of the Annual General Meeting.

ASSESSMENT

The work and efficiency of the Audit Committee shall be assessed every year by the Committee itself and by the Board of Directors.

INFORMING SHAREHOLDERS

The Chairman of the Audit Committee or, if he is unable, the longest serving member of the Committee shall inform shareholders about the proceedings of the Committee at the Annual General Meeting.

MEETINGS

The meetings of the Audit Committee may be:

  • regular, held at least four times a year prior to the release of the Company's semiannual and annual financial statements and interim financial reports;
  • extraordinary, held whenever deemed appropriate by the Chairman or any member of the Committee.

When deemed appropriate by the Committee, members of the Company's management, officers of the Internal Audit Division, executives of the independent audit firm, and other officers of the Company may be invited to attend the Committee's meetings. Such invitees shall have no voting rights.

Efforts should be made for all members of the Audit Committee to participate in its meetings. In any case, attendance of at least two members of the Committee shall constitute a quorum. The Committee may also convene with the participation of some or all of its members by teleconference or telephone. The drafting and signing of minutes by all members of the Audit Committee shall be deemed to constitute a decision of same, even if no prior meeting has been held.

Decisions of the Audit Committee require an absolute majority of members of the Committee.

An agenda shall be drafted for meetings of the Committee which shall contain all information required to ensure that the members of the Committee shall have adequate information about the meeting in good time.

The Secretary of the Committee shall keep minutes of all meetings, which shall be approved by participants.

 
 
 
 
 

Report 2017