Wednesday 17 July 2019

Board of Directors

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  • Eleni Papapanou
    Head Counsel

Membership and Procedures

The Board of Directors is elected by the Annual General Meeting of Shareholders and serves a three-year term.

The nomination process and composition of the Board of Directors are governed by the following principles:

a. At least half of the Board members, with the exception of the Chairman, must be independent non-executive members, and thus must fulfill the independence criteria laid down in the Greek law and the UK Corporate Governance Code (UK Corporate Governance Code June 2010) that the Company has adopted. In addition to the above criteria, the independent non-executive members should not hold, directly or indirectly, shares in the Company amounting to more than 0.1% of the total share capital.

b. Independent non- executive members may not serve for more than three terms, i.e. in total nine years of service.

c. The Chairman must be elected from the non-executive members of the Board of Directors. Should the Chairman be elected from the executive members of the Board then at least one Vice Chairman of the Board of Directors must be an independent non-executive member.

d. The provenance of the non-executive members of the Board must be from sectors that do not compete with the Company and must be selected on the basis of their professional and scientific standing in areas which may be of value in framing the Company’s strategy and expanding its business activities.

e. The evaluation of the Board and the Board Committees is undertaken annually by the Board members, by answering a detailed assessment questionnaire, the results of which are presented to Board and discussed in Board session(s). The questionnaire is designated to examine the effectiveness of the performance of the Board and its Committees in conjunction with the number, qualifications and experience of its members, the work procedures, the frequency of meetings, the Board’s contribution to the mapping of the Company’s strategy, the appreciation and implementation of the Company’s values etc.

f. Led by the Chairman, the independent non-executive members of the Board meet separately without the presence of the executive members at least annually as well as on such other occasions as they deem necessary.

g. Led by the Senior Independent Director, the non-executive members of the Board hold an annual meeting, without the Chairman present, in order to appraise the performance of the Chairman. In addition, the non- executive members reserve the right to hold meetings in the presence of the Chairman and without the presence of executive members.

h. The Board Committees may have access to expert technical, financial, legal and other consultants when discussing specialized issues.

i. The Board of Directors has its own Secretariat, the Head of which does not report to any other department of the Company in this capacity.

Report 2018