|Members||At least three (3) Members appointed by the Shareholders General Meeting (GM).|
|Relations between the Audit Committee & BoD||Upon a decision of the General Meeting, the Audit Committee is able to:
– form a committee of the BoD or
|Composition of the Audit Committee||The Audit Committee may consist of:
(a) Members who have sufficient knowledge of the trade of toys, clothing, related articles and / or other items in Greece,
(b) Non executive members of the Board or/and
Members that are not, simultaneously, members of the Board of the company,
(c) by members, which in their majority are independent of the company, within the meaning of Law 3016/2002,
(d) by at least one member with sufficient knowledge in auditing and companies’ accounting.
The BoD evaluates the candidates and proposes AC members to the General Meeting.
|President of the Audit Committee||The Chairman of the Audit Committee is elected by the General Meeting or the members of the Audit Committee at their first meeting after their election by GM. The President is independent of the company, monitors the work of the GM and informs the regular GM regarding the work of the Committee and the internal review during the previous fiscal year. In case of impediment or absence, the President is being replaced in all his duties by the oldest member of the Audit Committee, which is independent of the Company.|
|Term of Audit Committee||The Audit Committee is elected by the GM upon recommendation of the BoD for a three years term that is equal with the term of the BoD, unless otherwise decided by the General Assembly or the Board of Directors under an authorization by GM. The Audit Committee is revocable by the General Assembly.|
|Frequency of Meetings||The Audit Committee convenes:
(a) on a regular basis, at least once in the calendar quarter,
(b) on an irregular basis, upon invitation of its Chairman or two members of the Committee, whenever necessary.
|Meetings of the Audit Committee||The Audit Committee meets upon invitation of its Chairman, which is sent to the members at least 2 days before the meeting at the offices of the company at Oreokastro in Thessaloniki or at Athens or to any other place, if no member has any objection.
If it is deemed necessary, the Committee may convene by telephone or videoconference (video call) or any other similar technological mean.
The Audit Committee may convene unsolicited, anytime and anywhere, if all Members are present and there is no objection. Drafting and signing of the minutes by all Audit Committee members, physically or electronically, is equivalent to a proper meeting and a valid decision, even if there is no previous meeting of the Committee.
|Quorum||The Audit Committee convenes with a quorum and is able to take valid decisions, provided that at least half of its members are present. In any case, at least three members must be present. If no quorum is reached, a new meeting time is decided by the President.
|Majority||The Audit Committee shall act and take valid decisions by a simple majority of the present Members. In the event of a tie, the President’s vote shall prevail. The Chairman may, at his discretion, raise the matter for discussion and decision at the next meeting of the Audit Committee.
|Obligations of Members of the Audit Committee||Members shall:
(a) commit and devote sufficient time to carry out their duties,
(b) be informed about the legislation governing the operation of the Audit Committee and any modifications thereto,
(c) be prepared for the meetings of the Audit Committee,
(d) maintain strict confidentiality and do not exploit confidential information and anything gained in the context of and in connection with their duties,
(e) avoid a conflict of interest with the Company and to disclose to the Board of Directors any possible information or event that may or may lead to such a conflict,
(f) make every effort to facilitate the efficient operation of the Audit Committee as well as the rest bodies of the company.
|Duties||The Audit Committee:
a) Cooperates with the auditors and informs the BoD regarding the outcome of the statutory audit. It, also, explains to it how the statutory audit contributed to the integrity of the financial information and what was the role of the audit committee in that process,
b) monitors the financial reporting process and make recommendations or proposals to ensure its integrity,
c) monitors the effectiveness of the Company’s internal audit systems, the systems of quality assurance and risk management and, where applicable, the internal control department of the company, with regard to company’s financial information, without violating its independence.
In particular, the Committee is informed of the Internal Auditor’s audit program, the findings of Internal Auditor’s reports and it evaluates its work annually by informing the Company’s BoD.
d) monitors the statutory audit of the annual and consolidated annual financial statements, and in particular their performance, taking into account any findings and conclusions of the competent authority, pursuant to Article 26 par. 6 of Regulation (EU) 537/2014,
e) reviews and monitors the independence of statutory auditors or auditing companies, in accordance with Articles 21, 22, 23, 26 and 27 as well as Article 6 of Regulation (EU) 537/2014 and in particular the appropriateness of providing non-audit services to the Company, pursuant to Article 5 of Regulation (EU) 537/2014,
f) is responsible for the selection process of statutory auditors or auditing companies and propose to the BoD statutory auditors or auditing companies to be appointed, in accordance with Article 16 of Regulation (EU) 537/2014, unless paragraph 8 of Article 16 of Regulation (EU) No. 537/2014 is applicable.
g) discuss and propose to the BoD, at its own discretion or at the request of the BoD, any related issue regarding the aforementioned matters, taking into account any opinions or advice received from third party external consultants. The appointment of these external consultants and the approval of the related costs shall be decided by the BoD.
|Members Remuneration||The remuneration of the members of the Audit Committee is decided by the General Meeting following a proposal of BoD. The amount of members’ remuneration shall be estimated with regard to the complexity of their work and the time spent by each member.
Since members of the Committee are simultaneously members of the Board of Directors, no additional fees shall be paid, due to their participation in the Audit Committee.
|Evaluation / Subsitution of a Member||BoD evaluates Audit Committee’s work and may propose to the General Meeting the replacement of and/or the election of new members of the Audit Committee.
|Final provisions||This Regulation may be amended following a decision of the BoD.|