I. Reference to the Corporate Governance Code applicable to the Company and the place where the Code is available to the public
TITAN CEMENT S.A. (hereinafter “the Company”) is a societe anonyme whose ordinary and preference shares are admitted to trading on the Athens Exchange.
This Statement on Corporate Governance forms special part of the Board of Directors’ Annual Report pursuant to the provisions of Article 2(2) of Law 3873/2010.
TITAN Cement Company S.A. by virtue of its Board of Directors’ resolution dated 16.12.2010 has officially adopted the UK Code on Corporate Governance (hereinafter “the Code”). The Code can be found on the website of the UK Financial Reporting Council (www.frc.org.uk) and a Greek translation of this document is available on the company’s website (www.titan.gr), at the following address: http://www.titan.gr/el/titan-group/corporate-governance/.
The Company has officially adopted the Code with the exception of certain provisions listed in Section VIII herein, where the rationale for these deviations can also be found.
II. Reference to corporate governance practices implemented by the Company in addition to the provisions of law and reference to the place where they are published
In addition to the provisions stipulated by the Greek legislation, and more specifically by Laws 2190/1920, 3016/2002, 3693/2008, 3884/2010 and 3873/2010, TITAN CEMENT S.A. has also incorporated/adopted/opted-in to the UK Corporate Governance Code.
The Company, apart from the requirements set out in the Greek laws and the Code, has also adopted further mandates with reference to the independence of the independent members of the Board of Directors. These requirements are stated in the paragraph titled «Nominating candidates for the Board of Directors» in Section III herein. They can also be found on the Company’s website http://www.titan.gr/en/, at the following address: http://www.titan.gr/en/titan-group/corporate-governance/board-of-directors/
III. Reference to the composition and modus operandi of the Board of Directors and other administrative, management and supervisory bodies or committees of the Company
BOARD OF DIRECTORS
Chairman
ANDREAS CANELLOPOULOS
Age: 74, Non-Executive Director since 01.03.2006
Member of the Nomination and Corporate Governance Committee.
Chairman of the Board of Directors since 1996, Managing Director from 1983 to 1996 and member of the Board of Directors since 1971. He is a Member of the Board of Directors of the Paul and Alexandra Canellopoulos Foundation. He has served as Vice Chairman of the Board of Directors of Alpha Bank (1995-2006) and Chairman of the Hellenic Federation of Enterprises (SEV) (1994 to 2000).
Vice Chairman
EFSTRATIOS - GEORGIOS (TAKIS) ARAPOGLOU
Age: 63. Independent, Non-Executive director since 18.05.2010 (2nd term)
Member of the Remuneration Committee.
He is the Vice-Chairman and independent member of the Board of Directors of Eurobank Ergasias Bank, an independent, non-executive director of Tsakos Energy Navigation Limited (TEN), a company listed on the New York Stock Exchange and an independent, non-executive member of the Board of Directors of EFG-Hermes Holding, a listed company on the Stock Exchanges of Cairo and London. He has served as a senior executive officer in international investment banks in London (1977-1991). He was the Managing Director in many Greek banks and subsidiaries of foreign banking institutions in Greece (1991-2000). He was the Managing Director and Global Head of the Banks and Securities Industry for Citigroup in London (2004-2009). He has also been elected President of the Hellenic Bank Association (2005-2009). He has served as the Managing Director of commercial banking and executive member of the Board of Directors of the investment bank EFG – Hermes Holding (2010-2013). He holds degrees in Mathematics, Naval Architecture and Business Administration from Greek and British universities.
Managing Director CEO
DIMITRIOS PAPALEXOPOULOS
Age: 52. Executive Director since 1992, Managing Director since 1996 and an executive officer of the Company since 1989.
In the past, he worked as a business consultant with McKinsey & Company Inc. in the U.S.A and Germany. He is a member of the Board of Directors of EFG Eurobank, the Hellenic Federation of Enterprises Committee for Sustainable Development, the Foundation for Economic and Industrial Research (IOBE) and the European Round Table for Industrialists (ERT). He studied Electrical Engineering (Dip. EL-Ing. ETH, 1985) at the Swiss Federal Institute of Technology Zurich (FTH) and Business Administration (MBA 1987) at Harvard University, USA.