BOARD OF DIRECTORS COMMITTEES
The following Committees assist the Board of Directors in its work. They have been set up by the Board and are comprised entirely of independent, non-executive members with the exception of the Nomination and Corporate Governance Committee, where the Chairman, who is a non executive member, also sits.
The Board of Directors’ Committees can also retain the services of specialist technical, financial, legal or other consultants.
Audit Committee
Chairman
Doros Constantinou, independent, non-executive
Board member
Members
Plutarchos Sakellaris, independent, non-executive
Board member,
Vasilios Fourlis, independent non-executive
Board member
Alternate members
Eftychios Vasilakis, independent, non-executive
Board member,
Petros Sabatacakis, independent, non-executive
Board member
The Audit Committee consists exclusively of independent members of the Board of Directors who have extensive management, accounting and auditing knowledge and experience. The ordinary and alternate members were elected by the General Meeting of Shareholders on 14 June 2013.
The former members of the Audit Committee were Messrs Petros Sabatacakis, Vasilios Fourlis and Eftychios Vasilakis and alternate members were Messrs Spyridon Theodoropoulos and Panagiotis Marinopoulos.
The Committee’s extensive auditing powers include supervising the work of the Group Internal Audit Division, which reports directly to the Audit Committee, monitoring the proper and effective implementation of the internal audit system and the risk management system, auditing the financial statements before they are approved by the Board of Directors, nominating certified public accountants who are then recommended by the Board of Directors to the General Meeting of Shareholders and monitoring issues relating to the retention of their independence and objectivity, as well as the monitoring of the financial reporting procedures implemented by the Company. The Committee is also responsible for supervising and monitoring the implementation of the confidential reporting procedure which involves employees reporting any infringement of Company values or the Company Code of Conduct to management via the hotline which is in operation.
The Audit Committee’s duties and competences and its internal regulation have been posted to the Company’s website (http://www.titan.gr/en/) at the link: http://www.titan.gr/en/titan-group/corporate-governance/board-of-directors committees/audit-committee/
The Audit Committee holds at least 4 scheduled meetings per year in order to monitor amongst others the mandatory audit process of the first quarter, half-year, third quarter and annual individual and consolidated financial statements and to monitor the Company’s internal audit and risk management systems. It also holds unscheduled meetings whenever that is considered necessary.
In 2013 the Audit Committee held four meetings on February 26, May 14, July 31 and November 8.
At its meetings the Committee addressed all issues within its remit, and in particular it addressed the following topics: a. the monitoring of the audit process of the Company’s financial statements as to their completeness and reliability in terms of the financial information they provide; b. monitoring and evaluation of the work of the Internal Audit Division, approval of changes in relation to the recruitment of the internal audit services, and evaluation and recommendations on the annual remuneration for the Group’s Internal Audit Director; c. an audit and evaluation of the Company and Group’s risk management systems; d. safeguarding of the independence of the external auditors and the recommendation on the selection of the external auditors to review and audit the 2013 financial statements.
In 2013 the Audit Committee held 2 meetings (February 26 and July 31) with the external auditors of the Company without the presence of the executive officers of the Company. During the aforesaid meetings and at the meetings with the relevant executive officers of the Company, the Audit Committee confirmed the effectiveness of the audit process.
The Audit Committee took into consideration the fact that the year 2013 has been the eighth consecutive year that Ernst&Young has been appointed as the Company’s external auditors to audit the financial statements of the parent and the subsidiary companies of the Group. The Committee took also into account the fact that the particular chartered accountants within Ernst&Young who conduct the audit of the financial statements are replaced every four years at the latest. More specifically, the 2013 audit was the second consecutive year of audit by Ernst&Young chartered accountants Messrs Pelentridis and Papazoglou who conducted the statutory audit of the Company’s financial statements.
The Audit Committee recommended to the Board of Directors that the aforesaid independent auditors in Ernst&Young should be engaged for the 2013 audit and their remuneration should be: For the statutory audit of the Company’s financial statements and their consolidated statements up to the amount of 220,000 euros, plus VAT, for the statutory audit of the other Greek subsidiaries up to the amount of 137,000 euros, plus VAT, and for the tax audit of the Company and its Greek subsidiaries up to the amount of 165,000 euros, plus VAT.
In total, for the 2013 audit and with regard to the statutory auditing work required for 43 companies in the Group, both in Greece and abroad, including the tax audit of the parent company and its Greek subsidiaries, the Audit Committee had approved up to the amount of 1,191,375 euros in fees for the services of Ernst & Young.
In the end, the total costs for the statutory audit of the Company and 43 companies in the Group, established both in Greece and abroad, and the statutory tax audit of the Company and its subsidiaries in Greece for 2013 were 1,168,924 euros compared to 1,283,650 euros in 2012. During 2013, other than the statutory audit services, additional audit related services were conducted by Ernst & Young. The total cost for these additional audit related services was 84,562 euros, whilst in 2012 was 133,200 euro, which represents 7.24% of their total fees for conducting the statutory audit for the Company and the Group’s subsidiaries worldwide.
Furthermore, Ernst&Young provided some additional services (training, translations etc.) for a total cost of 12,601 euros, amount, which represents less than 1% of the total fees that it received for its audit in 2013. These services were limited and involved cases where it was considered that the engagement of Ernst&Young was justified for practical reasons.
In light of the above, the Audit Committee has decided that the objectivity and independence of the external auditors for the 2013 audit has been fully safeguarded. In accordance with Law 3693/2008 the independence of the external auditors has been also confirmed in writing by Ernst&Young (Greece) itself in a letter addressed to the Audit Committee.