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 nominations of new members of the Board of Directors are proposed by Board Members or Shareholders to the BoD or to the General Meeting (hereinafter referred to as “GM”), as appropriate. The candidates are persons with sufficient qualifications and years of experience in their field, who are considered to be able to contribute substantially to the work of the Administration. The Board of Directors has also not established a Remuneration Committee regarding proposals for the remuneration of Board members as well as senior executives of the Company. The Company applies a remuneration policy adapted to the current conditions prevailing both on itself and on the market in general. The remuneration of BoD Members is approved by the GM. Given the non-establishment of the aforementioned Committees, the Company does not follow any provision of the adopted code with reference to those committees.
Size and composition of the Board of Directors
The BoD consists of 5 to 9 Members, according to its Articles of Association. The current BoD that was appointed on 21.06.2019 consists of eight (8) Members. Three (3) of its members are Executive and five (5) Members are Non-Executive. Of the non-executive members, three (3) are independently non-executive. This scheme has proven to be effective, flexible and efficient in its operation. The existing BoD includes four (4) members with specialized knowledge of the toy industry, two (2) members with knowledge of the commercial sector and three (3) members with knowledge of the financial area. The Company does not follow specific diversity and equality policy for sexes regarding the composition of BoD or its senior executives. Both sexes are represented at the current Board (six men and two women).
Role and required Qualifications of the Chairman of the Board
The responsibilities of the chairman of the BoD derive from the law and company’s articles of the association. Although the Chairman of the BoD holds, simultaneously, the position of Managing Director, due to the size of the Company and the necessity of the Chairman to be assisted in his executive responsibilities, the BoD does not appoint an Independent Vice-Chairman, coming from its Independent Members but an Executive.
Duties and behavior of BoD Members
BoD members are able to participate to unlimited number of listed or unlisted companies’ BoD. Members are selected if they are able to devote and actually devote the necessary and sufficient time for their participation in the Board and the necessary employment that this entails, under the capacity, duties and responsibilities of each.
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 AS COMPANY S.A. 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 for the BoD
The members of the BoD are elected by the General Assembly of the Company for a 3 years term. The term of the members is extended until the expiry of the period within which the Ordinary General Meeting must 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 of the Board of Directors, 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 actual needs 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 both Chairman and all members of the BoD by Company’s experienced secretarial staff, with the aid of other executives, whenever necessary. The aforementioned are also assisted by legal counseling services on a permanent basis.
- The Chairman 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, and 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. Those held by videoconference are signed at the next meeting.
- There are no introductory information programs for the new members of the Board, nor continuous training for the other Members. This is because 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 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 Assembly. In any case, the actions and effectiveness of the Board is assessed every year by the shareholders, within the framework of the Annual Ordinary General Meeting.
- The BoD does not evaluate the performance of the Chairman during a procedure, which is headed by Vice President or other independent Non-Executive Board Member. The relevant provision is considered unnecessary given that the BoD, including its Chairman, constantly evaluate itself 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 in the Annual Corporate Governance Report a brief description of the evaluation process of itself and its Committees.
Internal Audit System
- BoD does not carry out an annual evaluation of the Internal Audit System, given that the Audit Committee examines and expresses its opinion on the Internal Audit Department/Service on a regular basis to the Company’s BoD.
- No specific funds have been allocated to the Audit Committee for its use of external consultancy services. If required, the Audit Committee recommends relatively to the Board, which shall decide.
- 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 regarding Societe Anonymes. The method of calculation and the level of remuneration are adapted to the prevailing financial situation of the Company and the international economic conditions.
- There is no Remuneration Committee, consisting exclusively of Non-Executive Members, most of them independent, whose purpose is to determine the remuneration of the Executive and Non-Executive Members of the BoD.
- The Company applies Law 4548/2018 regarding the remuneration reports.
Relations with the Shareholders
- 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.
- Due to its size, the Company has not established an electronic participation and voting system for the General Meetings.
- Shareholders’ General Meeting is attended by all Executive Members, the Chairman of the Audit Committee, the internal auditor and the independent regular auditor, unless an insurmountable impediment arises for some of them. Due to the small size of the Company, there is no obligation for non-executive members to participate in the General Meeting. However, their participation is encouraged. The above may provide information on all matters related to their responsibilities.