Remuneration of Board members in 2013
On June 14 2013 the General Meeting of Shareholders preapproved, in accordance with article 24 section 2 of Law 2190/1920, the payment of remuneration for the year 2013 for the members of the Board of Directors and its Committees, being of the same amount as for the year 2012.
The relevant remuneration amounted to:
- total Gross Amount Euro 241,920 as remuneration for the participation of the Board members in the Board of Directors (a gross amount of € 17,280 for each member).
- total Gross Amount of Euro 34,560 for the 3 members of the Audit Committee (a gross amount of € 11,520 for each member).
- total Gross Amount of Euro 17,280 for the 3 members of the Remuneration Committee (a gross amount of € 5.760 for each member) and
- total Gross Amount of Euro 17,280 for the 3 members of the Nomination and Corporate Governance Committee (a gross amount of € 5.760 for each member).
The General Meeting of Shareholders of 14.6.2013 also preapproved, in accordance with article 24 section 2 of Law 2190/1920, the payment of additional gross remuneration of Euro 135,000 plus stamp duty to the executive member of the Board of Directors, Mr. Efthymios Vidalis, due to his increased duties in the frames of the Board of Directors, mainly in the areas of sustainable development and strategy. The aforementioned member of the Board of Directors does not retain an employment relationship or independent services contract with the Board of Directors.
The aforementioned remuneration will be submitted for final approval to the upcoming Ordinary General Meeting of the Shareholders for the year 2013, in accordance with article 24 section 2 of Law 2190/1920.
Salaries and remuneration of all kinds for the year 2013 of the 6 executive members of the Board of Directors who provided their services to the Company on the basis of an employment contract were decided on by the Board of Directors following a recommendation from the Remuneration Committee, based on their performance and the achievement of specific business targets.
The annual pay for the Chairman of the Board of Directors was also decided on by the Board of Directors following a recommendation from the Remuneration Committee and after the performance of his duties had first been evaluated by the Board of Directors.
As per the applicable Remuneration Policy for the executive members of the Board of Directors, the annual remuneration of the executive members is determined on the basis of the gravity of their position in the Group and consist of a fixed portion, i.e. the salary, which is further determined on the basis of the applicable salaries system and the annual performance assessment, and of a variable portion, which is correlated with the fulfilment of the quantitative and qualitative targets, individually and at the Company’s level. The targets are linked with the Company’s performance in terms of financial ratios (e.g. EBITDA), safety at work (based on indicator on accidents frequency LTFIR), as well as with the performance in the fulfilment of specific targets directly associated with the position of each member. The variable portion of the annual remuneration, in the event of targets achievement, may go up to 70%, whereas in the event that targets are significantly exceeded may go up to 85% compared to the fixed portion of the annual remuneration (salaries).
The assessment of the performance of the executive members is carried out by the CEO and the assessment of the performance of the CEO is carried out by the Board of Directors.
The Remuneration Committee on a yearly basis assess available data from the labour market and adjusts the remuneration level and/or the plans of variable salaries and remuneration of all Company’s executives, including executive members of the Board of Directors offering their services to the Company on the basis of employment an relationship, in accordance with the principles of the relevant policy.
Company offers to the executive members of the Board of Directors, who have an employment relationship with the Company, additional pension and benefit plans based on the applicable practices of the relevant markets where the Company is active.
In 2013, the salaries and all manner of gross remuneration paid to the Chairman and to the 6 executive members of the Board of Directors offering their services to the Company on the basis of an employment contract totalled € 2,681,078.69.
Finally, following a practice advanced by the Code, the Company discloses information on the remuneration that the executive members of the Board of Directors received in 2013 for their participation, as independent, non-executive members in the Board of Directors of other companies listed in the Athens Exchange. More specifically, Mr. Dimitrios Papalexopoulos received the gross amount of €44,460 as remuneration for his participation in the Board of Directors of the banking institution Eurobank Ergasias and Mrs. Alexandra Papalexopoulou-Benopoulou received the gross amount of €45,000 for her participation in the Board of Directors of the banking institution National Bank of Greece and the gross amount of € 19,210.88 for her participation in the Board of Directors of the company Frigoglass S.A.