ANNUAL REPORT ‘22 | 13
CORPORATE GOVERNANCE REPORT (continued)
• Supervises the internal control system, secures the proper implementation of the Company’s targets and
updates the Board of Directors on the related progress.
• Holds periodic meetings with the management of the Company to discuss various specific subjects.
The General Manager of the Company, Mr. George Savva, has, among others, the following duties and
responsibilities:
• To manage the Company in line with the strategy and the commercial targets determined by the Board of
Directors and in compliance with all relevant laws, regulations, Corporate Governance codes as well as
internal policies and procedures.
• To ensure the daily smooth operation of the Company in line with the policy, the targets and the budgets
approved by the Board of Directors.
• To ensure timely and effective implementation of the strategic resolutions of the Board of Directors in
agreement with the Executive Chairman.
• In cooperation with the Executive Chairman to manage the business development of the Company’s
activities, its subsidiaries and associates.
• To inform regularly the Executive Chairman regarding all the major issues of the Company, including the
current status of the operations of the Company.
• To implement procedures to ensure existence of an efficient internal control system.
• To define and introduce appropriate rules, measures and procedures to govern operations at risk.
• To identify the main business risks and approve the relevant action plans to mitigate them.
APPOINTMENTS TO THE BOARD
The Nominations Committee is chaired by Mr. G. Galatariotis (non-Executive Director) and is composed of
two other Directors, Messrs C. Koutsos (non-Executive Director) and M. Mansi Montenegro (non-Executive
Director). Mr. M. Mansi Montenegro was appointed on the 16
th
of March 2023 to fill the vacant position that arose
due to the retirement of Mr. A. Katsifos member of the Nominations Committee until the 19
th
of May 2022. All the
members of the Committee are non-Executive Directors. The Nominations Committee is responsible for the
selection and nomination of any new Director, for the Board’s consideration. The Committee is responsible to
carry out a selection process. Upon the appointment of a new Director, appropriate training is provided as
required. In accordance with the Articles of Association of the Company and the Corporate Governance Code, at
least three out of the eleven Directors of the Company (excluding the Executive Chairman of the Company) retire
by rotation every year (each Director retires every three years) and, if eligible, may offer themselves for re-
election. The Board has set the 75
th
year of age as the year of retirement however, reserved the right to make
exceptions to the retirement age policy.
RELATIONS WITH SHAREHOLDERS
Importance is attached to maintaining a dialogue with the Company’s institutional shareholders. The Annual
General Meeting is used as a forum for communicating with shareholders, providing briefings on the Company’s
performance during the year under review and current business activity. There will be an opportunity for
shareholders to meet with and put questions to the Directors, including the chairmen of the Audit, Nominations and
Remuneration Committees. At Annual General Meetings, separate resolutions are proposed on each substantially
separate issue and the number of proxy votes received for and against each resolution is announced. Members
with voting rights of 5% may place items on the agenda of Annual General Meetings by submitting such items,
either in hard copies or soft copies (electronic), accompanied with relevant explanations, at least 42 days before
the date of the Annual General Meeting. Notices of Annual General Meetings are sent to the shareholders at least
21 days before the meeting. The Board of Directors appointed Mr. George Savva as Investor Liaison Officer to
facilitate better communication with shareholders and investors.