Present Composition29 July 2019
Announcement of Share Capital Decrease 20191 August 2019
- The Board of Directors is managing and representing the company and its legacy, decides over any general issue that concerns it and it is referred to the cause of the company, except those that according to the Law or the present Statute are to the exclusive competence of the General Assembly of the Company or for which it has already lawfully decided.
- In specific, pursuant to indicative numbering, the Board of Directors acting always in the context of the company cause: a) represents the company in its relationships with third parties, before courts and any Public, Administrative, Community or other Authority, appoints proxy attorneys and legal counselors, attends on its behalf the Courts of every degree and jurisdiction as a party at all proceedings, assigns the oath giving to one of the members of the Board or to the CEO or to a company’s employee, commits arbitrations, appoints arbitrators, exercises or quits from remedies or temporary or protective or precautionary measures, commits forced executions or precautionary executions, files for insolvency, brings criminal procedures against third parties and quits from them, exercises remedies against decisions of civil or criminal Courts of any grade and jurisdiction and quits from them, offends documents as false, or annulled and repeals proceedings. b) Administrates, places, exploits the corporative property, buys, sells, compromises, pledges, sets securities, rents, leases, exchanges, sets horizontal ownership, and conducts regulations of the relationships of the co-owners, takes ensuring measures or other measures in favor of the company’s property, publishes, accepts, guarantees, endorses negotiable instruments, collects the company’s requirements, guarantees in favor of natural/ legal persons, pursuant to which the company deals and since this is necessary for the success of the corporate cause, accepts consignments, loans, or any security, asks for guarantees, commits any promissory, in rem, or commercial contract, or transaction. c) Decides the participation of the company to other companies of any kind. d) Administrates and organizes the company and its undertakings, signs contracts of representation with foreign firms, decides the establishment, function, pause, abolish of factories, subsidiaries, offices, agencies, appoints and pauses Directors, agents, representatives and the company’s staff, sets the obligations and price, since they don’t come from the members of the Governing Council and their receivables are decided by the General Assembly with its special decision, brings together General Assemblies, regular or non and sets out the Agenda. e) Closes the books and accounts of the company, sets out the opening balance and the annual report of what has happened, introduces depreciations or reservations and placements of the corporate property, the way of disposing profit or amendments of the statute. f) Commits any action and takes any decision relevant to the causes of the company and the administration of its property in Greece and abroad, even if they are not mentioned in the present article. The competences of the Board of Directors are reserved by art. 19, 99 and 100 of the Law 4548/2018.
- The Board of Directors may, by its decision, assign all or part of its powers, including the powers of representation and commitment of the company, excluding those that are exercised wholly by one or more than one, members or not of the Board of Directors or third parties, setting simultaneously at that decision the extent of the above entrustment.
- For each act of representation of the company, the signature of its legal representative under the corporate name, its name and the mention of its status is sufficient. No corporate stamp is required.
- The acts of the Board of Directors even outside the corporate cause, are committing the Company against any third party, unless it is proved that the third party knew the excess of the corporate cause or was obliged to know. The compliance with the publication requirements regarding the statute or its amendments is not evidence.
- Limitations to the power of the Board of Directors from the statue or due to decision of the General Assembly are not enforceable and binding to third parties under good faith, even if they have fulfilled all the publicity requirements.