Remuneration Committee
Chairman
Takis Arapoglou, independent, non-executive
Board member
Members
Eftychios Vasilakis, independent, non-executive
Board member
Petros Sabatacakis, independent, non-executive
Board member
The Remuneration Committee consists exclusively of independent members of the Board of Directors. The present members of the Committee were appointed by virtue of the Board of Directors’ decision dated 14 June 2013. Its former members (18.05.2010 until 14.06.2013) Messrs Georgios David, Panagiotis Marinopoulos and Petros Sabatacakis were all independent members of the Board of Directors.
The Committee’s task is to explore and submit proposals for the determination of the remuneration of the members of the Board of Directors in accordance with article 24 section 2 of Law 2190/1920 for the pay and remuneration of the executive directors of the Board of Directors, and of the senior management executives, and provide regular updates on the market trends with regard to the pay rates and the human resources management.
During the year, the Remuneration Committee met once on 8 April 2013. At this meeting the Committee discussed in depth and decided the general pay policy, variable pay and stock option plans for the executives members of the Company’s Board of Directors and the senior management personnel for 2013. The Committee submitted its recommendations for approval to the Board of Directors.
The relevant recommendation of the Committee, which was approved by the Board of Directors, discouraged the Board from increasing the basic salaries of the executives with the exception of corrective increases in those cases where the executives’ salaries were disproportionally low for the positions they held.
It was also decided that in 2013 no new share option scheme similar to the previous ones should be established, and therefore no such rights should be granted.
The Committee decided that in the future (from 2014 onwards) a new scheme should be planned, which will grant share option rights to certain executives with high responsibilities in the Group.
Finally, following a relevant recommendation by the Committee, the Board of Directors, determined based on their performance, the salary of the Chief Executive Officer and the rest five executive member of the Board, who were employed in the Company in 2013 and the additional compensation for executive members of the Board without employment agreements.
The Remuneration 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/remuneration-committee/
Nomination and Corporate Governance Committee
Chairman
Domna Mirasyesi-Bernitsa, independent, non-executive
Board member
Members
Eftychios Vasilakis, independent, non-executive
Board member
Andreas Canellopoulos, non-executive
Board member
This Committee consists of three members of the Board of Directors, out of which the two are independent. The Chairman of the Board of Directors sits on the Committee as its third member, who is a non-executive director. The present members of the Committee were appointed by virtue of the Board of Directors’ decision dated 14.06.2013. Its former members (18.05.2010 until 14.06.2013) Messrs Spyridon Theodoropoulos and Takis Arapoglou were both independent members of the Board of Directors, whilst the third member of the committee was Chairman was Mr Andreas Canellopoulos, is a non-executive director.
All members of the Committee have extensive experience in business administration and corporate governance. The task of this Committee is to recommend suitable candidates to become members of the Board of Directors, to prepare plans on the succession and continuity of the Company’s Management and to provide an opinion on the correct implementation of Corporate Governance Principles as stipulated in the relevant legislation, the best international practices and the Code of Corporate Governance that the Company applies.
The Committee met twice in 2013, on March 3 and 14 May 2013.
During these meetings the Committee addressed the following topics:
a. Drew conclusions from the responses of the members of the Board to the questionnaire relating to the evaluation of the function of the Board of Directors and its Committees in 2012 and submitted a relevant report to the Board of Directors.
b. Reviewed the existing succession plans for the Chairman, the CEO and the senior executives of the Company.
c. Reviewed the contents of the Corporate Governance Statement that was submitted by the Company in 2012 and
d. Prepared a description of the role and duties and searched for suitable candidates to be recommended for election as independent Board members by the General Meeting of Shareholders that was held in June 2013.
During the process of selecting the most suitable candidates, the Committee was primarily interested in finding the right combination of executive and non-executive members and ensuring balance in the Board of Directors, with regard to the skills, knowledge and experience of its members, in order to achieve the highest possible efficiency in the actions of the Board. Under this scope, the Committee recommended four new members and its recommendation was approved by the Board of Directors and the General Assembly.
The Committee took also in account the fact that all re-electable, independent officers were managing directors in other companies and it decided that new candidates, personalities with experience and skills in other supplementary areas (such as advocacy, finance etc.) and who have more free time to perform their duties as members of the Board, should be preferred.
The Committee also advised that at least one of the new members should be a woman. Currently, two members of the Board of Directors are women.
Finally, the Committee did not consider that the use of specialised consultants or publishing these vacancies would be helpful in the process of finding the right candidates. On the contrary, the Committee decided that the search and selection of the new members should be done by the members of the Committee and its final recommendations would be submitted to the Board of Directors and the General Assembly.
Until today, the Committee has not proposed to the Board of Directors and the latter has not implemented quotas for the promotion of diversity in the Board of Directors. The promotion of diversity constitutes a Board’s policy, provided that all members meet the aforementioned requirements.
The Nomination and Corporate Governance Committee’s duties and competences and its internal regulation have been posted 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-committees/nomination-and-corporate-governance-committee/
In addition to the above three Committees of the Board of Directors, the following Committees have been formed, for the monitoring and the coordination of the Company’ and the Group’s activities.
Corporate Social Responsibility Committee
Chairman
Dimitrios Papalexopoulos, CEO
Vice-Chairman
Nellos Canellopoulos, executive member of the Board and Group External Relations Manager
Members
Maria Alexiou, Group Corporate Social Responsibility Director
Efthymios Vidalis, executive member of the Board
Vasilios Zarkalis, Group Chief Financial Officer
Giannis Kollas, Group HR Director
Sokratis Baltzis, General Manager Greece Region
Aris Papadopoulos, USA Region Director
Michail Sigalas, executive member of the Board, SE Europe and SE Mediterranean Region Director
Fokion Tasoulas, Group Technology & Engineering Director
The purpose of this Committee is to provide advice and support to the Company Management in planning strategy and coordinating Group’s activities in the Corporate Social Responsibility matters. Its aim is to constantly improve the performance of the Company and its subsidiaries in three core fields: health and safety at work, environmental protection viewed from the perspective of sustainable development and stakeholder engagement. Its activities include adopting Corporate Social Responsibility and Sustainable Development principles and integrating them into the Group’s various sectors of activity and operations; providing advice and support to constantly improve Company and Group performance; periodically measuring and assessing the environmental and social impact of the Company’s major investments and regularly briefing the Board of Directors; and ensuring active Company participation in Greek and international Corporate Social Responsibility-related bodies.
Former members of the Committee and other competent senior executives of the Company and Group are also entitled to attend Committee meetings.
The Corporate Social Responsibility Committee’s duties and competences and its internal regulation have been posted to 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-committees/corporate-social-responsibility-committee/.