Role and Responsibilities of the BoD
The BoD has not established a Nomination Committee regarding the nomination and suggestion of election of new BoD members. The policy applied regarding new BoD members’ nominations concerns persons with sufficient qualifications and years of experience. The nominations of new BoD members are suggested by BoD members or Shareholders to the BoD or to the General Meeting (hereinafter referred to as “GM”), as appropriate.
Size and composition of the Board of Directors
The BoD consists of 5 to 9 Members, according to Company’s Articles of Association. The current BoD consists of eight (8) Members. Three (3) out of five (5) of the Non-Executive members are independent Non-Executive members. This configuration has proven to be effective, flexible and efficient in its operation. Due to the size of the Company, there is no specific diversity policy of regarding the composition of the Board of Directors or the senior executives. The existing BoD includes four (4) members with specialized knowledge on toy industry, three (3) members with knowledge on commercial sector and three (3) members with knowledge on financial area. The Company does not follow specific diversity and equality policy for sexes regarding the composition of BoD or the senior executives. Both sexes are represented at the current Board (six men and two women).
Role and required Qualifications of the President of the Board
The responsibilities of the President of the BoD derive from the law and company’s articles of association. Although the President of the BoD holds, simultaneously, the position of Chief Executive Officer (CEO), due to the size of the Company and the necessity of the President to be assisted in his executive responsibilities, the BoD appoints an Executive Vice- President deriving from the Executive Members and not from the Independent Members.
Duties and behavior of BoD Members
BoD members are able to participate to unlimited number of listed or unlisted companies’ BoD, given that the Members are able to devote and actually devote the necessary and sufficient time for their participation in the BoD of the company and that they are informed of matters related to the Company and its Group as well as to their duties.
No approval of the BoD is required for the appointment of an Executive or non-Executive Member to a Company, which is not subsidiary or affiliate to the Company and does not maintain any other commercial relationship to it, given that such appointment is not considered to be critical to the Company’s interests.
Candidates of the BoD
The members of the BoD are elected by the General Assembly of the Company’s shareholders for a three (3) years term. The term of the members is extended until the expiry of the period within which the Ordinary General Meeting shall be held, following the expiration of the term of BoD. As mentioned above, there is no Nomination Committee and the provisions of the Code are not applicable.
Operation of BoD
- There is no specific regulation regarding the operation of BoD, which operates in accordance with the Law and the Articles of Association. There is no annual calendar of the BoD meetings every year. The meetings are held ad hoc based on the actual needs of the company and no difficulty has occurred from this practice.
- The BoD is not supported by Company Secretary. Secretarial support and any other supporting assistance are provided to the President and to all the BoD members by Company’s experienced secretarial staff, with the aid of other executives, whenever necessary. The aforementioned are also assisted by legal counselling services on a permanent basis.
- The President has no regular meetings with Non-Executive Members, without the presence of the Executive Members, in order to discuss the performance and remuneration of the latter, as well as other relevant issues. All relevant issues are discussed in the presence of all Members at the Board meetings.
- The minutes of the BoD are signed at the end of each meeting or at the next meeting. The minutes of the meetings held by videoconference are signed at the next meeting.
- There are no introductory information programs for the new members of the Board. The candidate members of the BoD are always persons with specific and targeted abilities and experience, so that they can assist, each based on its qualifications, to the success of the Company’s goals. In any case, if the training on specific area is proposed by a member or executive and deemed necessary, the BOD can approve it.
Evaluation of BoD
- There is no specific procedure for assessing the effectiveness of the BoD and the Committees, every two years. The tenure of the BoD and the Audit Committee is triennial and as a result their assessment, in practice, takes place during their election every three years from the Shareholders’ General Meeting.
- The BoD does not evaluate the performance of the President during a procedure, which is headed by an independent Vice President or other Non-Executive Board Member. The relevant provision is considered unnecessary given that the BoD, including its President, is constantly evaluated in practice and takes care to eliminate the identified weaknesses.
- Non-Executive Members do not meet without the presence of Executive Members in order to assess the performance of the latter and to determine their remuneration.
- Given the above, the BoD does not include a brief description of the evaluation process of itself and its Committees in the Annual Corporate Governance Report.
Internal Audit System
- BoD does not carry out an annual evaluation of the Internal Audit System, given that the Audit Committee, on a regular basis, examines and expresses its opinion to the Company’s BoD on the Internal Audit Department.
- No specific funds have been allocated to the Audit Committee for using external consultancy services. If there is such a requirement, the Audit Committee reports to the Board, which shall decide accordingly.
- The remuneration of all members of the BoD, Executive and Non-Executive, and its form is approved by the General Assembly, following a proposal of the BoD, in accordance with the Company’s Articles of Association and the Law 4548/2018, after a recommendation of the Remuneration Committee. The method of calculation and the amount of remuneration are adapted to the prevailing financial situation of the Company as well as the international economic conditions.
Relations with the Shareholders
The summary of the Minutes of the General Meeting of the shareholders are not posted on Company’s website. However, within 15 days of the General Meeting, a relevant announcement with all the substantial information regarding the decisions taken is published in the Athens Stock Exchange Bulletin. In addition, the Company, as a listed company, publishes on its website, with the responsibility of the Board of Directors, the results of the voting within five (5) days from the date of the General Meeting, specifying at least for each decision the number of shares for which they were given valid votes, the proportion of the capital share represented by those votes, the total number of valid votes, and the number of votes in favor and against each decision, as well as the number of abstentions. This information is considered sufficient for the purpose of informing shareholders and the investing public.
- Due to its size, the Company has not established an electronic participation and voting system for the General Meetings, given that there is no need to do so.
- The Company complies with all the publicity obligations provided by Law 4548/2018. Among these obligations, as listed on the Athens Stock Exchange, within five (5) days from the date of the General Meeting, the company shall publish on its website, under the responsibility of the Board of Directors, the results of the voting, specifying for each resolution, at least, the number of shares that are represented by the valid votes, the proportion of share capital represented by those votes, the total number of valid votes and the number of votes for and against each resolution as well as the number of abstentions. This information is deemed sufficient to inform the shareholders and the investing public.
- Shareholders’ General Meeting is attended by all Executive Members, the President of the Audit Committee, the President of the Remuneration Committee, the internal auditor and the independent regular auditor, unless an insurmountable impediment arises for some of them. The above may provide information on all matters related to their responsibilities. It is encouraged the presence of the non-Executive Members of the Board, as well as of all members of the Committees at the General Meeting.