In General (Audit Committee)26 July 2019
Present Composition29 July 2019
- The Board of Directors meets at the seat of the company, or, exceptionally, at the seat of the branches of the company in Athens or Piraeus, under the conditions set by law, statute and corporate governance code or required by the company’s needs.
- The Board of Directors is validly meeting outside its seat in another place, either domestically or abroad, since all its members are present or represented and no member denies the meeting or the decision making. The Board of Directors can meet under teleconference, for all or specific members of the Board. In this case, the invitation to the members of the Board shall include the necessary information and technical instructions for their participation in the meeting. In any event, any member of the board of directors may demand that the meeting be teleconferenced, if he/she resides in a country other than that in which the meeting is held or if there is another important reason, in particular illness or disability.
- The Board of Directors is called from the President or its substitute, pursuant to invitation that is known to its members at least two (2) working days before the meeting and five (5) working days, if the meeting is held outside company’s seat. The invitation must necessarily record precisely the issues of the agenda or the decision making is allowed only when the members are wholly present or represented and no one refuses to make a decision. In case of a meeting with teleconference, the invitation to the members of the Board of Directors must include all the necessary information for their participation in the meeting.
- The calling of the Board of Directors can be asked by at least two (2) of its members, under their application to the President or his alternate. In this case the provisions of paragraph 3 article 91 of the Law 4548/2018 are applied.
- The conversations and decisions of the Board of Directors are registered in a book which can be kept electronically. After an application of a member of the Board of Directors, the President is obliged to register an overview of his/her opinion. The president is entitled to refuse to register an opinion referring to issues apparently out of the agenda or in case its content is clearly contrary to morality or law.The book also includes the list of present or represented members during the meeting of the Board of Directors. In case this book is a document, the minutes have to be signed by all the present members. If one or more members deny signing the minutes this denial is recorded. The Board of Directors’ minutes is signed by the President or his/her alternate. Copies of the records are formally published from these people without any other validation. Their publication, if required, is carried out according to the provisions of article 93 of Law 4548/2018.