BOARD OF DIRECTORS
Role and competences
The Board of Directors is the Company’s supreme administrative body, which is exclusively responsible for determining the Company’s strategy and its growth and development policy. Key duties of the Board of Directors are to seek to support the long-term financial value of the Company, to defend the Company’s interests in general and those of shareholders, to ensure that the Company and Group comply with the laws, to bolster transparency, corporate values and the Company’s Code of Conduct in all Group operations and activities, to ensure the effective operation of the Company’s audit mechanisms, and to monitor and resolve conflicts of interest issues between members of the Board of Directors, managers and shareholders, and the interests of the Company and Group and to check the performance of the Chairman of the Board of Directors, the CEO, and the senior executives.
The Board of Directors is exclusively responsible for taking decisions on important issues such as: approval of the Company’s financial statements to be submitted to the General Meeting; approval of the annual budget; increases in Company share capital in cases where that is specified by law or the Articles of Association; issuing corporate bonds, in parallel with the competence of the General Meeting and subject to the provisions of Articles 8 and 9 of Law 3156/2003; convening the General Meeting of Shareholders; making recommendations on issues to the General Meeting; preparing the annual management report and other reports required by the relevant legislation; appointing the company’s internal auditors and appointing the Company’s legal representatives and special representatives and agents.
Moreover, the Board of Directors is responsible for determining the pay and other remuneration of the CEO and other senior executives of the Company and Group, for recommending for vote by the General Meeting stock options programs for executive members of the Board of Directors and staff of the Company and related companies etc.
The duties of the Chairman of the Board and those of the CEO are performed by different persons, and their powers and competences are discrete and expressly set out in the Company’s Articles of Association and the Company’s Internal Regulation, as in force following the recent revision approved by the Board of Directors at its meeting on 17 December 2009.
According to the Company’s Articles of Association and with the exception of cases like those above where a decision of the Board of Directors is required, the Board of Directors is entitled to issue a decision transferring and assigning its management and representation powers to one or more members of the Board of Directors or to Company managers or executives. Moreover, it may also transfer its powers to the Executive Committee. The scope of that Committee and how it operates are described below.
Following the decision of the General Meeting of Shareholders dated 8 June 2012, the members of the Board of Directors are insured against third party civil liability claims with AIG Europe Limited (former Chartis Europe Limited), duly represented by AIG Greece S.A.
Composition of Board of Directors
The current Company Board of Directors consists of 15 members and was elected by the General Meeting of Shareholders on 14.06.2013 for a 3-year term which will expire at the 2016 Ordinary General Meeting.
Four (4) members of the Board of Directors, Messrs Doros Constantinou, Domna Mirasyesi-Bernitsa, Ploutarchos Sakellaris and Vassilios Zarkalis were elected for the first time.
From the newly-appointed members, Messrs Doros Constantinou, Domna Mirasyesi-Bernitsa, Ploutarchos Sakellaris were elected as independent, non-executive members replacing an -equal number of independent non-executive members, who had completed the maximum number of terms allowed by the Code and therefore were not eligible candidates at the relevant elections. The fourth elected member of the Board is Mr Vassilios Zarkalis, Chief Financial Officer (CFO) of the Group, who is an executive member of the Board of Directors.
Independent board members
Seven (7) out of the fifteen (15) Board members are independent, non-executive members, i.e. persons who have no relationship with the Company or its affiliates and meet all requirements of independence as stipulated in Law 3016/2002, in the Code at point B.1.1. and the additional independence requirement posed/mandated by the Company, according to which independent non-executive members of the Board of Directors must not hold a larger than 0.1% stake in the share capital of the Company This applies to Messrs Efstratios – Georgios (Takis) Arapoglou, Eftychios Vasilakis, Doros Constantinou, Domna Mirasyesi-Bernitsa, Ploutarchos Sakellaris, Petros Sabatacakis and Vasilios Fourlis.
These persons were elected as independent members by the General Assembly of the Company at the Meeting on 14.06.2013, following the Board of Directors’ and the Nomination and Corporate Governance Committee’s proposals.
Pursuant to the Greek laws, the Code and the additional requirement posed by the Company, the independent, non-executive members of the Board of Directors must:
- Be independent in character and judgement and free from circumstances which are likely to affect their independence.
- Not hold directly or indirectly a larger than 0.1% stake in the Company’s share capital and have no dependence relationship with the Company or its affiliates.
- Not be or have been Chairmen or Chief Executive Officers (CEOs) or executive members of the Board of Directors or officers or employees in the Company or the Group in the last five years.
- Not have or had in the last three years any material business or employment relationship, directly or indirectly, with the Company.
- Not have received or receive any additional compensation other than their remuneration as members of the Board of Directors.
- Not be an immediate family member of any of the aforementioned individuals.
- Not be executive members in the Boards of other companies, in which executive directors of the Company are elected as independent members and generally not have significant ties with other members of the Board by virtue of participation in other companies or bodies.
- Not be representatives of significant shareholders.
- Not have served for more than nine years as members of the Board of Directors since the date of their first election.
The independent, non-executive members of the Board of Directors do not have executive or managerial duties, however their contribution to the Board and its Committees derives from their participation in the determination of the Company’s strategy, the monitoring of the suitability and effectiveness of the management, the internal audit and the risk management systems, in the determination of remuneration of the executive members of the Board of Directors, in the selection of the suitable new candidates to become members of the Board and in the existence of a succession plan.
Independent members of the Board of Directors have the right to meet, without the presence of the executive members or the Chairman, and in any event, whenever they judge that there is such need. There was no such need in 2013.
Moreover, they meet, as stated in the Code, once a year under the Senior Independent Director, without the presence of the Chairman and the executive members, in order to evaluate the performance of the Chairman of the Board and once a year under the Chairman, without the presence of the executive members. Such meetings took place in the course of 2013.
Non-executive Board Members - Executive Board Members
The majority of the members of the Board of Directors of the Company, i.e. eight (8) members out of fifteen (15) consists of non-executive directors.
Pursuant to the Board’s decision dated 14.06.2013, the non-executive members of the Board of Directors are Messrs Efstratios – Georgios (Takis) Arapoglou, Eftychios Vasilakis, Doros Constantinou, Domna Mirasyesi-Bernitsa, Ploutarchos Sakellaris, Petros Sabatacakis and Vasilios Fourlis. Non-executive members of the Board of Directors are not involved in the Company’s daily management, however their roles is to promote all Company goals and help develop proposals on strategy.
The Board of Directors, in accordance with provision B.1.1 of the Code, characterises the following seven (7) out of a total of eight (8) non-executive members as “independent members” of the Board: Messrs Efstratios – Georgios (Takis) Arapoglou, Eftychios Vasilakis, Doros Constantinou, Domna Mirasyesi-Bernitsa, Ploutarchos Sakellaris , Petros Sabatacakis and Vasilios Fourlis. As aforementioned, all aforesaid persons have been elected as independent members of the Board of Directors by virtue of the General Assembly’s decision at the meeting of 14.06.2013.
The executive members of the Board of Directors are seven (7): Messrs Eythimios Vidalis, Vassilios Zarkalis, Nellos Canellopoulos, Takis Canellopoulos, Dimitrios Papalexopoulos, Alexandra Papalexopoulou-Benopoulou and Michael Sigalas.
Six (6) out of a total of seven (7) executive members of the Board of Directors, including the Chief Executive Officer, Mr Dimitrios Papalexopoulos, come from the shareholding core or senior management and provide their services pursuant to employment agreements with the Company.