«2.2.22. The independent non-executive Vice President or the Senior Independent Director, as
the case may be, has the following responsibilities: to support the President, to act as a liaison
between the President and the Members of the Board of Directors, to coordinate the
independent non-executive Members and to lead the evaluation of the President».
«2.2.23. When the President is an executive Member, the independent non-executive vice-
President or the Senior Independent Director shall not replace the President in his executive
duties."
The current Articles of Association of the Company (article 12) stipulate that the BoD elects a
President who is an executive Member, a non-executive Vice-President and an executive Vice-
President. In the event that the President is absent or unable to perform his duties, he shall be
replaced as President of the BoD, in his non-executive duties by the non-executive Vice-
President and in his executive duties by the executive Vice-President, and in the event that both
of them are absent or unable to perform their duties, by another member of the Board of
Directors in a similar capacity, to be determined specifically by the Board of Directors. The
adopted structure of the Board of Directors meets the requirements and definitions of the Law
and is deemed functional and adequate, both in terms of regulatory compliance and in terms of
flexibility and efficiency in the exercise of the respective responsibilities.
4. According to clauses 2.3.1., 2.3.2., 2.3.3. and 2.3.4 of the Code of Governance:
2.3.1 The Company has a framework for filling positions and succession of the Members of the
Board of Directors, in order to identify the needs for filling positions or replacements and to
ensure the smooth continuity of the management and the achievement of the Company's
purpose.
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 will be drawn up by the Nomination Committee by June
2022, after evaluating all necessary parameters. 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: