54
The Board of Directors is the body exercising
the management of the Group. It is responsi-
ble for managing (administering and disposing)
the company’s property and for representing
the company, seeking to enhance its economic
value and profitability and to safeguard the cor-
porate interests. The Board of Directors holds
regular meetings at least once per month, as
well as extraordinary ones more frequently, de-
pending on the importance of the matters aris-
ing and the need for immediate decisions. The
regular meetings of the Board of Directors are
usually attended by all Board members. To this
day, the Board of Directors has never failed to
take a decision due to lack of quorum. In ad-
dition, during the 2013 the Board of Directors
met sixty-six (66) times.
According to the Articles of Association, the
Board of Directors is composed of seven (7)
to fifteen (15) members. The composition of
the Board of Directors on 31 December 2013,
as elected by the General Meeting of the Share-
holders of the Company and established into
a body in the General Meeting of 19 Novem-
ber 2013, at which Meeting the General Meet-
ing also elected new members to the Board,
was as follows:
T
his statement is made as part of our
Group’s compliance with the provisions of
article 2 of Law 3873/2010 and concerns the
following:
Our compliance with the Corporate Gov-
ernance Code: Our Group complies with
the policies and practices adopted by the
“SEV Corporate Governance Code for
Listed Companies” of the Hellenic Feder-
ation of Enterprises (SEV).
Our deviations from the special practices
of the Code: The Group’s practices, as ap-
plied in accordance with its Articles of As-
sociation, Internal Regulation and Ethics
Code, deviate from the special practices of
the “SEV Corporate Governance Code
for Listed Companies” in terms of the fol-
lowing:
No committee exists for nominating can-
didate members for the Board of Directors
(article 5.5). Given that there is no statu-
tory obligation to establish such a com-
mittee, and that our Group has in place
strict criteria regarding the selection of can-
didates, our Group reserves its right to es-
tablish a committee for nominating can-
didate Board members, seeking/exploring
in parallel the possibility of applying a com-
monly accepted methodology and proce-
dure to this end.
No procedure exists for evaluating the per-
formance of the members of the Board of
Directors and of its committees (article
7.1). Our Group intends to align itself with
the said special practice after developing
a relevant procedure.
The Group’s Articles of Association do not
provide for a procedure for electronic
voting or for the use of correspondence
vote by the shareholders in the General
Meeting (Part II. Article 1.2). The Group is
awaiting the issuance of the relevant Min-
isterial Decisions in order to introduce a rel-
evant procedure.
The Group has not adopted a diversity pol-
icy, including a policy on the balance be-
tween genders as regards the members the
BoD. Our Group intends to align itself with
the said special practice after developing
a relevant procedure.
NAME
Evangelos G. Mytilineos
Ioannis G. Mytilineos
George-Fanourios S. Kontouzoglou
Sofial G. Daskalaki
Wade R. Burton
Nikolaos V. Karamouzis
Apostolos S. Georgiadis
Christos S. Zerefos
Michael D. Chandris
STATUS
Executive Member, Chairman and Managing Director
Non Executive, Vice-Chairman
Executive Member - Executive Director
Non-Executive Member
Non-Executive Member
Independent Non-Executive Member
Independent Non-Executive Member
Independent Non-Executive Member
Independent Non-Executive Member
7.2 STATEMENT OF CORPORATE GOVERNANCE
