Corporate Governance Statement

VIII. Reference to derogations from the Corporate Governance Code

In accordance with Article 2 of Law 3873/2010, the Board of Directors declares that the Company complies with the provisions of the UK Code on Corporate Governance save for the following derogations:

1. Independence Criteria for the Chairman of the Board of Directors as per Code provision B.1.1.

Chairman of the Board of Directors, Mr. Andreas Canellopoulos, does not meet the independence criteria set out in B.1.1 provision of the Code.

More specifically, Mr. Andreas Canellopoulos is one of the main shareholders of the Company, has served as member of the Board of Directors since 1971 and is elected as Chairman of the Board of Directors since 1996. Additionally, he is a relative to executive members of the Board of Directors and receives monthly remuneration from the Company in addition to his remuneration for his participation in the Board of Directors.

Since 2006 he is a non-executive member of the Board of Directors, engaged only with the performance of his duties as Chairman of the Board of Directors.

2. Board evaluation by external facilitator (Code Provision B.6.2)

The Board of Directors does not assign the evaluation of the Board to an external facilitator at least every three years. The Board is of the view that the existing procedure for the evaluation of the Board’s performance by its members and the self-assessment of the individual performance of each member is highly effective and contributes substantially to the identification of malfunctions and failures and of any necessary action for the improvement of the performance of the Board of Directors and its members.

3. Remuneration of Board members (Code Provision D.1.2.)

The Board of Directors’ Annual Report does not incorporate a remuneration report with detailed data for all kinds of remuneration of each member of the Board of Directors. The Board of Directors is of the view that in the times of great financial crisis, as the current period in Greece, of recession and rising unemployment, the disclosure of information on individual earnings is not at all appropriate.

The basic principles of the remuneration policy that applies for the executive Board members, as well as the total amount of salaries and gross remuneration paid during the year 2013 to the Chairman and the six executive members of the Board of Directors offering their services to the Company under employment contract, have been (among others) disclosed in the present Statement on Corporate Governance and more precisely in the sections “Remuneration Committee” and “Remuneration of Board members – Remuneration Policy”. Moreover, the present Statement includes detailed information on the remuneration that was paid in 2013, following the preapproval of the General Meeting of the Shareholders of 14.06.2013, to the members of the Board of Directors and to the members of the Board’s Committees for their participation in said bodies, as well as information on the remuneration that executive members of the Board of Directors received against their participation as independent members in the Boards of Directors of other companies listed in the Athens Exchange.

Finally, it is noted that following the election of the incumbent Board of Directors by the General Meeting of 14.6.2013, the following derogations from the Code that had been identified in the past years are no longer valid:

a. Composition of the Board of Directors (Code Provision B.1.1), since none of the independent members of the Board has served on the Board for more than nine years from the date of first election.
b. Re-election of the Board members (Code Provision B.7.1), for the same as above reason.
c. Commitment of Non-Executive members (Code Provision B.3.2), since, the official letter sent to the non-executive Board members, before their election by the General Meeting of Shareholders of 14.6.2013, incorporated an explicit reference on the estimated time that they would have to commit in performing their duties (Code Provision B.3.2).