Wednesday 19 September 2018

Nomination and Corporate Governance Committee

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CHAIRMAN

  • Domna Mirasyesi - Bernitsa, Independent, Non-executive member of the Board

MEMBERS

  • Efstratios-Georgios Arapoglou, Chairman and Νon-executive Member of the Board
  • Hiro Athanassiou, Independent Non-executive Member of the Board

STRUCTURE

The Committee consists of three non-executive members of the Board, at least two of whom are independent non- executive directors.
The Committee members (regular and alternate) are appointed by the Board.
The Chairman's duties are assigned to one of the independent non-executive members of the Committee.
The duties of the Secretary of the Committee are performed by one of its members or by the Secretary of the Board of Directors.

TERM OF OFFICE

The Committee's term of office is set at three years and is commensurate to the term of office of the Board of Directors.

DUTIES

To ensure the smooth succession and continuation of the Board of Directors with an appropriate structure.

To advise the Board on the proper implementation of the Corporate Governance Principles considering applicable law, best practices worldwide and the Corporate Governance Code adopted by the Company.

RESPONSIBILITIES

The Committee has the following responsibilities:

  • To search for and recommend suitable candidates for vacancies on the Board of Directors and to ensure the progressive and appropriate renewal of the Board’s structure, as and when required. To this end, the Committee assesses the required skills and qualifications, in terms of expertise, knowledge and experience, of persons that would be suitable to participate in the Board and in terms of diversity and independence, and proposes the appropriate balance.
  • To assess the appropriateness of the structure, size and composition of the Board of Directors and to submit to the Board pertinent proposals with regard to any changes that may be required.
  • To ensure that, at any time, contingencies are in place for the appropriate succession to the posts of the Group's CEO, CFO and other executive members of the Board, and to inform the Board of Directors accordingly.
  • To make recommendations with regard to the proper implementation of corporate governance principles, taking into consideration the applicable laws in force, the United Kingdom Corporate Governance Code with which the Company must comply, and best international practices.
  • To appraise the content of the Corporate Governance Statement that the Company submits on an annual basis and the grounds for any discrepancies of the Company from the United Kingdom Corporate Governance Code.
  • To draw conclusions from the answers provided by the members of the Board on the annual assessment questionnaire and to proceed to relevant proposals and recommendations to the Board of Directors.

MEETINGS

The Committee holds an ordinary meeting within the first quarter of each year and extraordinary meetings whenever is deemed appropriate by the Chairman or any member of the Committee.

The Committee may be assisted in its work by special consultants, who are selected by the Committee and who do not belong to the Company's staff. The remuneration of such consultants is paid by the Company.

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

COMPENSATION

The Committee members are entitled to a special remuneration, the amount of which is recommended by the Board and is submitted for approval to the Annual General Meeting.

ASSESSMENT

The work and efficiency of the Committee is assessed every year by the Board.

 
 
 
 

Report 2017