Annual Financial Report for the period from 1st of January to the 31st of December 2012
51
(v) According to the Articles of Association and the Internal Regulation of the Company’s operation, the
Board of Directors has the following basic competences:
•
Setting the strategic directions, including the sale or other disposal of the Company’s shares, the acquisi-
tion of any enterprise or the proposal for the merger of the Company with another enterprise, which will
then be submitted for final approval by the General Assembly of the Company’s shareholders.
•
Adopting and implementing the general policy on the basis of the recommendations and suggestions made
by the General Managers and the Company’s Managers.
•
Managing and disposing the Company’s assets as well as representing the Company judicially or extra-
judicially
•
Drafting the Company’s annual budget and business plan, defining and meeting its efficiency objectives,
monitoring the Company’s progress and controlling major capital expenditure.
•
Performing a full and effective internal audit of all the Company’s activities.
•
Monitoring the effectiveness of corporate governance principles, based on which the Company operates,
and making the necessary changes when needed,
•
Defining the strategy and the risk management policy of the Company
•
Selecting, managing and developing the Company’s Managers and defining the remuneration policy.
•
Appointing an internal auditor and defining his/her remuneration,
•
Defining the accounting principle that the Company follows,
•
Making a brief presentation of the proceedings to the General Assembly of the Company’s Shareholders.
•
Preparing annual reports in which are analytically stated all the transactions between the Company and
associated companies in accordance with article 42e par.5 of c.l.2190/1920 as applicable in each case.
The rules governing the representation and binding of the Company are defined by special decisions of the
Board of Directors.
The
Remuneration Committee
has been established but has not yet convened. It is composed of three mem-
bers of the Board of Directors, of which, at least one is obligatorily an executive member. It convenes on an
ordinary basis or on a case by case basis whenever there is a matter of recruiting or laying off an executive
that reports directly to the CEO and executives that report to the General managers and Managers or whenever
there is a need to convene. On occasion the Committee submits to the Board of Directors suggestions, which
are relevant to its tasks and activities, as these are described hereafter, so that the Board of Directors can
decide accordingly.
The main tasks of the
Auditing Committee
are: the monitoring of: 1) the financial updating procedure, 2) the
effective operation of the internal auditing and risk management systems, 3) the operation of the Internal Au-
ditors Division of the audited entity, 4) the progress of the compulsory audit of the individual and consolidated
financial statements. In addition, the Committee is charged with checking and monitoring all issues related
to the existence and preservation of the objectivity and independence of the legal auditor or auditing agency,
especially with regard to the provision of other services by the legal auditor or auditing agency to the audited
entity. The Committee can do so by receiving from the company’s legal auditors the compulsory reports on
any issue that pertains to the progress and results of the compulsory audit. Moreover, the Committee checks
the drafting of the reports and receives the special report of the legal auditors regarding the weaknesses of
the internal audit system and in particular the weaknesses of financial information processing and drafting of
financial statements.
