Board of Directors Committees
Audit Committee
Chairman:
Spyridon Pantelias, Independent Non-Executive Member of the Board of Directors
Members:
Theodoros Pantalakis, Independent Non-Executive Member of the Board of Directors
Iordanis Aivazis, Non-Executive Member of the Board of Directors
The Audit Committee is appointed by the General Meeting of the Company's shareholders and consists of three (3) non-executive and in their majority independent members of the Board of Directors. The term of office of the Audit Committee members is set at five years, corresponding to the term of office of the Board of Directors.
The Audit Committee has the dutyand responsibility:
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To monitor the process and conduct of the statutory audit of the Company's individual and consolidated financial statements;
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To monitor, review and evaluate the preparation of financial information, i.e. the mechanisms and production systems, as well as the flow and dissemination of the financial information produced by the Company's organizational units that are involved in the process;
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To examine and evaluate the adequacy and effectiveness of all Company policies, processes and controls, in relation to the internal audit system, on one hand, and the risk assessment and management, in relation to the financial reporting, on the other hand. With regard to the internal audit function, the Audit Committee monitors and inspects the proper operation of the Group Internal Audit General Division and evaluates its work, adequacy and effectiveness, without however infringing its independence;
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To review and monitor the independence of the certified auditors accountants or of the auditing firms carrying out the statutory audit pursuant to Law 4449/2017 (articles 21, 22, 23, 26 and 27) and article 6 of the Regulation (EU) 537/2014 of the European Parliament and of the Council of 16 April 2014, and in particular the appropriateness of providing non-audit services to the audited entity, in accordance with Article 5 of the Regulation;
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To be in charge of the procedure for the selection of certified auditors accountants or auditing firms to be proposed for appointment by the General Meeting.
The Audit Committee’s meetings are:
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regular, held at least four times a year prior to the release of the Company’s six-month and annual financial statements and interim financial reports;
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extraordinary, held whenever deemed necessary by the Chairman or any member of the Committee.
During 2018, Audit Committee’s Charter has been updated.
Remuneration and Succession Planning Committee
The Company has established a Remuneration and Succession Planning Committee, consisting of two (2) non-executive and one (1) executive BoD members, with the following responsibilities:
- Proposes the principles, as well as the Company's remuneration and benefits policy for executives; any relevant decisions made by the CEO are based on these principles and policy.
- Proposes the total remuneration (fixed and variable - including share options) to the CEO in regards to the executive members of the Board of Directors, as well as the Senior Executives Directors of the Company and the Group.
- Proposes the total compensation payable to both the Chairman of the Board of Directors and the CEO to the General Meeting of Shareholders.
- Plans for the adequate and suitable succession of General Managers and executives, when needed, and submits relevant proposals to the Board of Directors.
Other Board of Director Committees
The task of the Board, within the above frame work to strengthen corporate governance structures, is assisted by other committees, appointed by its decision.
Specifically, the current committees are the following:
- Oil Products Procurement Committee
- Finance & Financial Planning Committee
- Labour Issues Committee
