Annual Financial Report of the financial year from 1 January 2022 to 31 December 2022
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2.3.2 The Company ensures the smooth succession of the Board of Directors’ Members by
gradually replacing them in order to avoid a lack of management.
2.3.3 The succession framework takes into account in particular the findings of the evaluation of
the Board of Directors in order to achieve the required changes in its composition or skills and to
maximize the effectiveness and collective suitability of the Board.
2.3.4 The Company has also a succession plan for the CEO..."
In addition, clause 3.3.2 of the Code stipulates that:
"3.3.2 "The Board of Directors ensures for the Company an appropriate succession plan to ensure
the smooth continuity of the management of the Company's affairs and decision-making after the
departure of its Members, in particular executive and committee Members."
The Company, in the context of its compliance with the new institutional framework of Law No.
4706/2021 and the Circular 60/18.9.2020 of the Hellenic Capital Market Commission, the General
Meeting of the Company's Shareholders approved the Suitability Policy for the Members of the
BoD, by the decision of the General Meeting of the Company's shareholders No. 47/25.6.2021.
The Company complies in principle with clauses 2.3.1, 2.3.2 and 2.3.3 of the Code, regarding the
existence of a framework for the replacement and succession of Board members, in particular
concerning the independent BoD Members, but does not have a succession plan for the CEO,
which is under process, with the cooperation of the Remunerations and Nominations Committee
and the Company’s new HR Manager, who was hired in 20/03/2023.
If any issue of change, replacement of members of the Board of Directors and of the CEO arises,
it will be dealt with by the Remuneration and Nominations Committee, which, having the powers
of articles 11 and 12 of Law no. 4706/2020 and applying the provisions of the that article, of
Circular 60 of the Hellenic Capital Market Commission and of the Suitability Policy adopted by the
Company, identifies and evaluates the candidates and submits its proposal to the BoD, for the
persons it deems suitable to become Members of the BoD. The Board of Directors is then
competent, as part of its constitution and delegation process, to appoint a Managing Director in
accordance with the Company's Articles of Association.
5. Clauses 2.4.3 and 2.4.4 of the Code of Governance stipulate that:
"2.4.3 The remunerations of the executive Members of the Board of Directors and of the
Company’s senior management is linked to the size of the Company, the complexity of its activities,
the extent of their responsibilities, their degree of responsibility, the corporate strategy, the
Company's objectives and the realization of these, with the ultimate goal of creating long-term
value for the Company. The process for the developing the remuneration policy is characterized
by objectivity and transparency. The additional remuneration of the Members of the Board of
Directors should be linked to the achievement of certain objectives and should depend on or be
justified by the financial results of the Company based on its annual financial statements.
2.4.4 Additional remunerations of Members of the Board of Directors who participate in
Committees for transparency and information purposes is shown distinctively in the remuneration
report and also in their approval of the general meeting".
The Company has provided in the Remuneration Policy adopted, the possibility of granting to the
executive Members of the BoD additional remuneration, based on predefined measurable
quantitative and qualitative criteria, both short and long-term, which will be linked to the individual
performance of the beneficiary and to the positive financial performance of the Company and the
Group. Based on the resolutions of the General Meetings, no such remuneration has been
approved and granted to date. All members of the BoD, in such capacity and as Members of the
Company's Committees, receive fixed remuneration, which is deemed by the Remuneration
Committee to be in line with the Company's financial situation and market conditions, taking into
account various factors, such as the specific duties of each member, the need to allocate the time
required to perform them, etc.
6. Clause 2.4.10 of the Governance Code stipulates that: