Composition & Operation of the Board of Directors, Supervisory Bodies and Committees of the Company Board of Directors (BoD)

The Company is managed by a BoD, consisting of 13 members, with a term of five years.

Members of the current BoD:

Efstathios Tsotsoros, Chairman & CEO, Representative of the Greek State (CEO from 17.4.2018), Executive member of the BoD
Andreas Shiamishis, Deputy CEO & CFO, Representative of POIH, Executive member of the BoD
Georgios Alexopoulos, Representative of the Greek State, Executive member of the BoD
Theodoros-Achilleas Vardas, Representative of POIH, Non-Executive member of the BoD
Georgios Grigoriou, Representative of the Greek State, Non-Executive member of the BoD
Dimitrios Kontofakas, Representative of the Greek State, Non-Executive member of the BoD
Vasilios Kounelis, Representative of the Greek State, Non-Executive member of the BoD
Loudovikos Kotsonopoulos, Non-Executive member of the BoD (from 17.4.2018)
Christos Tsitsikas, Non-Executive member of the BoD (from 29.11.2018)
Konstantinos Papagiannopoulos, Employees’ representative, Non-Executive member of the BoD
Georgios Papakonstantinou, Employees’ representative, Non-Executive member of the BoD (from 6.6.2018)
Theodoros Pantalakis, independent member –minority shareholders’ representative
Spyridon Pantelias, independent member –minority shareholders’ representative

During 2018, Mr. Grigorios Stergioulis was CEO and Executive Member of the BoD until 17.4.2018, Mr. Ioannis Psychogios, Executive Board Member until 29.11.2018 and, Mr. Panagiotis Ofthalmidis, Member of the BoD as Employees’ representative (until 6.6.2018)

Roles and Responsibilities of the BoD

The BoD is the supreme executive body of the Company and principally formulates its strategy and supervises and controls the management of its assets. The composition and attributes of the members of the BoD are determined by Law and the Company’s Articles of Association. First and foremost, among the duties of BoD is to constantly pursue the increase of the Company’s long-term economic value and to protect its interests.

To achieve corporate goals and the uninterrupted operation of the Company, the BoD may grant some of its authorities, except the ones that demand collective action, as well as the administration or management of the affairs or representation of the Company to the Executive Committee, to the Chairman of the BoD, the CEO, the Deputy CEO or to one or more BoD members (executive and non-executive), to Company managers or to employees. BoD members and any third party that has been granted authorities from the BoD is not allowed to pursue personal interests that conflict with the interests of the Company. BoD members and any third party that has been granted authorities from the BoD must disclose in a timely manner to the rest of the BoD any personal interests that might arise as a result of transactions with the Company that fall under their duties.

Indicatively, the BoD decides and approves, the following:

The Business Plan of the Company and the Group,
The Annual Business Plan and Budget of the Company and the Group,
Any necessary change to the above,
The issue of bond loans,
The Annual Report of transactions between the Company and its related parties,
The Annual and Interim Financial Reports, including the Financial Statements of the Company and the Group,
The establishment and participation in companies or joint ventures, company acquisitions, establishment or termination of facilities – for any transaction with minimum value of €1 million euro.
The agreements for participation in consortia for the exploration and production of hydrocarbons,
The final termination of manufacturing operations,
The regulations that govern the operation of the Company and any amendments thereto,
The basic organizational structure of the Company and any amendments to it,
The appointment / dismissal of General Managers
The Collective Labour Agreement,
The Internal Procedures Manual,
The determination of the remuneration policy of the Company’s managers,
The hiring processes for managers and the assessment of their performance,
Any other matter stipulated by the existing Company regulations.

Executive and non-executive members of the BoD

The BoD determines the responsibilities and status of its members as executive or non-executive. The number of non-executive members of the BoD cannot be less than one-third of the total number of its members.

The company, by adopting the basic principle of corporate governance, which is the clear identification and the delegation of administrative responsibilities and duties among the executive members of the BoD, in order to avoid duplication of duties, proceeded to the allocation of administrative responsibilities and duties between the Chairman & CEO and the Deputy Chief Executive Officer.

Chairman of the Board of Directors and CEO

The Executive Chairman of BoD and CEO is responsible for presiding over and administering the meetings of the BoD and signing the respective decisions and performs all acts that fall under his responsibilities according to the Company’s Articles of Association; as CEO, is the legal representative of the company and has the responsibility of all business units and functions, except for those reporting to the Deputy CEO.

The General Manager of Group’s Internal Audit as well as the Chairman and the CEO of ASPROFOS SA, also report to the Chairman of BoD and CEO.

Deputy Chief Executive Officer

The Deputy Chief Executive Officer reports to the Chairman of BoD and CEO and replaces him in case of absence or impediment and has the responsibility of:

Group Financial Services, including the finance departments of all the Group's companies
The Group Strategic Planning and New Business Activities
The Group Procurement
The Group Information Technology & Systems

Audit Committee

The Audit Committee is appointed by the General Meeting of Shareholders and comprises three (3) non-executive members of the Board of Directors and has the following responsibilities:

To monitor the process and the performance of the statutory audit for the Company's individual and consolidated financial statements.
To monitor, examine and evaluate the process of preparing financial reports
To monitor, examine and evaluate the adequacy and effectiveness of all the policies, procedures and safeguards of the Company with regard to the Internal Audit System and risk assessment and management, in relation to financial reporting.
To review and monitor the independence of auditors or auditing firms.
It is responsible for the appointment procedure of auditors or auditing firms and nominates auditors or auditing firms to be appointed by decision of the General Meeting of Shareholders.

In 2018, the Internal Procedure Manual of the Audit Committee was updated and the Pre-Approval Policy regarding the provision of permitted non-audit services by the independent auditor of the HELPE Group was adopted, in compliance with the provisions of the applicable regulatory framework (L. 4449/2017 and Regulation (EU) 537/2014).

Remuneration & Succession Planning Committee

The Company's Remuneration and Succession Planning Committee consists of three (3) non-executive members and has the following responsibilities:

It proposes the principles, as well as the Company's remuneration and benefits policy for Managers; any relevant decisions made by the Chairman & CEO are based on these principles and policy.
It proposes the total remuneration (fixed and variable - including share options) to the Chairman & CEO in regard to the executive members of the Board of Directors, as well as the Managers of the Company and the Group.
It proposes the total compensation payable to the Chairman & CEO to the General Meeting of Shareholders.
Plans for the adequate and suitable succession of General Managers and Managers, when needed, and submits relevant proposals to the Board of Directors.