The Chairman of the Board
Mr. Andreas Canellopoulos, Chairman of the Board, is one of the Company’s main shareholders, and previously served as CEO from 1983 to 1996. Since 2006 he has not performed executive and management duties and is only involved in performing his duties as Chairman of the Board, and his main task has been to ensure the effective and efficient operation of the Board, that members collaborate harmoniously and that decisions are taken which reflect the system of principles and values which the Company has adopted.
The Chairman directs the Board’s meetings and is responsible for drafting the agenda of meetings, dispatching it to members of the Board in good time along with the necessary information and materials, ensuring that independent and non-executive members are kept fully briefed so that they can effectively perform their supervisory and decision-making role, and facilitating communication between members of the Board and shareholders.
He is also a member of the Nomination and Corporate Governance Committee established by the Board of Directors.
The Chairman has no other professional commitments and is not a member of the Board of Directors of other companies, other than the Board of the public benefit foundation, the Pavlos and Alexandra Canellopoulos Foundation, which is a main shareholder of the Company.
Vice-Chairman of the Board
By virtue of resolution of the Board of Directors dated 14 June 2013, Mr. Efstratios - Georgios (Takis) Arapoglou, an independent, non-executive member, has been appointed as Vice Chairman of the Board of Directors.
Senior Independent Director
The Board’s Vice Chairman, Mr. Efstratios – Georgios (Takis) Arapoglou, has also been appointed by the Board of Directors as the Senior Independent Director who is obliged, inter alia, to be available to resolve shareholder issues, which have not been resolved by the executive members of the Board of Directors or the Chairman.
Board of Directors Secretary (Company Secretary)
The Board of Directors has appointed the Company’s in-house Counsel, Mrs. Eleni Papapanou, as the Company Secretary, who provides legal support to the Chairman and the members of the Board. When exercising her duties the Company Secretary reports to the Board of Directors and, in hierarchical terms, does not report to any other department of the Company.
Board of Directors meetings
The Board of Directors meets as often as required based on the Company needs and takes its decisions by absolute majority of the directors present or represented at it.
Board members who are absent or unable to attend the meeting for any reason are entitled to be represented by another member of the Board of Directors who will vote in their name.
Each member is entitled to represent only one other member and vote in his name.
Executives of the Company or its related companies within the meaning of Article 42e(5) of Codified Law 2190/1920 are entitled to attend meetings of the Board of Directors without voting rights, following an invitation from the Chairman, provided issues within their remit are being discussed.
The dates of scheduled Board of Directors meetings are set in the last months of each year in order to ensure the maximum possible quorum at meetings is achieved.
The Board of Directors’ agenda is prepared by the Chairman and is dispatched to members in good time, along with any necessary information about the topics to be discussed or on which decisions will be taken by members of the Board of Directors.
The minutes of the previous meeting are signed at each subsequent meeting. Those minutes are kept by the Company Secretary and record summaries of the views of members of the Board of Directors, the discussions which took place and any decisions taken.
Nominating candidates for the Board of Directors
The Nomination and Corporate Governance Committee is responsible for the nomination of suitable candidates and the process for gradual renewal of the Board of Directors and senior management executives. Another important task for the Committee is to ensure the right combination of executive and non-executive members and the necessary balance of competences, skills and experience among the members of the Board, in order to achieve the highest possible performance of the Board. In addition, members of the Board should be able to have enough time to fulfil their duties.
For the selection of the most suitable candidates, the Committee has the right, if it deems it necessary, to use the services of special consultants or to publish the opening.
When new members of the Board assume their duties, they receive formal induction training. Moreover, throughout their term in office, the Chairman ensures that they constantly expand their skill sets on issues relating to the Company and become familiarised with the Company and its executives so that they can contribute more effectively to the work of the Board of Directors and its various Committees.
Following a relevant recommendation by the Nomination and Corporate Governance Committee the nomination of candidacies and the composition of the Board of Directors is governed by the following principles:
A. At least ½ of the members of the Board of Directors, with the exception of the Chairman, must be independent, non-executive members and must meet the independence criteria laid down in the Greek laws and the Code. In addition, they must not directly or indirectly hold a stake larger than 0.1% in the Company’s share capital.
B. Starting from the election of the current Board of Directors, the maximum number of terms for independent members shall be three, i.e. nine years in total of term.
C. The Chairman and at least one of the Vice Chairmen of the Board of Directors must be non-executive member of the Board of Directors and, at least one of them must be an independent, non-executive member.
Obligations of members of the Board of Directors
Members of the Board are obliged to attend scheduled meetings of the Board and the various Committees they sit on and to make available the time required to satisfactorily discharge their duties. To that end, before their election they are obliged to inform the Board of Directors about other important professional commitments and whether they sit on the Boards of Directors of other companies and to inform the Board in advance of any change in their above professional commitments. The Board of Directors has decided that its executive members who offer their services to the Company on the basis of an employment relationship or a contract for the provision of services may not sit as members of the Board of Directors of more than two other listed companies.
Conflict of interests
Members of the Board of Directors must immediately disclose to the Board of Directors their personal interests, which may arise from Company transactions and any other conflict of interests with those of the Company or its affiliates. Given their access to privileged information, they must not use such information to directly or indirectly purchase or sell shares in the Company or its affiliates, which are traded on a regulated market for their own benefit or for members of their family. They must also not disclose that information to other persons or induce third parties to purchase or sell shares in the Company or their affiliates, which are traded on a regulated market, based on the aforesaid privileged information to which they have access. Furthermore, the members of the Board of Directors during their term must not become members of the Board of Directors, officers or employees in legal persons who are competitors of the Company or the Group’s companies. In such cases, they need to inform immediately the Chairman of the Board of Directors and resign from the Company’s Board of Directors.