Board of Directors Committees
The Board of Directors is supported on its duties by the Audit Committee, the Nomination and Remuneration Committee and the Investment Committee.
Audit Committee
The Audit Committee is appointed by the General Meeting of Shareholders and operates in accordance with article 44 of Law 4449/2017 (as amended by article 74 of Law 4706/2012), articles 10, 15 and 16 of Law 4706/2012 and EU Regulation No. 537/2014, the Hellenic Corporate Governance Code that the Company has voluntarily adopted and the provisions of the Internal Regulation Charter (which describes the responsibilities, duties and obligations of the Internal Audit Department in relation to the above framework).
The Audit Committee is established in order to support the Board of in its duties regarding:
- financial information,
- internal control systems,
- the Internal Audit Department,
- regulatory compliance and risk management systems and
- supervision of the regular auditor of the Company and the consolidated financial statements of the Company.
Audit Committee Charter has been approved by the Company’s Board of Directors.
The current composition of the Audit Committee is as follows:
- Alexios Pilavios, Chairman of the Committee, Independent Non Executive Member of the Board of Directors, with a proven track record in auditing and accounting.
- Anastasia Martseki, Member, Independent Non Executive Member of the Board of Directors.
- Maria Theodoulidou, Third Member, Non Member of the Board of Directors
Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been established in order to support the Board of Directors, in the fulfillment of its obligations to the shareholders, regarding the assurance that the nomination of candidates for the Board of Directors is done in a meritocratic and objective manner, smooth succession of its members as well as the top executives with the aim of the long-term success of the Company.
In the context of its role, the Nomination and Remuneration Committee identifies and proposes to the Board of Directors persons suitable for the acquisition of the status of a member of the Board of Directors, based on a procedure provided in its Rules of Procedure. For the selection of the candidates, it takes into account the factors and criteria determined by the Company, in accordance with the Suitability Policy that it adopts.
The Nomination and Remuneration Committee formulates proposals to the Board of Directors regarding the Remuneration Policy submitted for approval to the General Meeting (article 112 of Law 4548/2018) and the remuneration of persons falling within the scope of the Remuneration Policy and the executives of the Company, in particular the head of the internal control unit and examines the information included in the final draft of the annual salary report, providing its opinion to the Board of Directors before submitting the report to the General Meeting. The remuneration policies and practices adopted by the Company are characterized by fairness and responsibility and clearly link the performance of the Company with that of the inpidual.
In the context of its role, the Nomination and Remuneration Committee:
- Participates in the determination of the selection criteria and the procedures of promotion of the members of the Board of Directors
- Submits proposals for the persity Policy including gender balance.
- Submits proposals to the Board of Directors for the nomination of its candidate members in the context of the approved Eligibility Policy.
- Carries out the process of determining and selecting candidate members of the Board of Directors within the approved Suitability Policy.
- Submits proposals to the Board of Directors for the revision of the Suitability Policy if required.
- Periodically evaluates the size and composition of the Board of Directors and submits proposals for consideration regarding its desired profile.
- Evaluates the existing balance of qualifications, knowledge, views, skills, experience related to corporate goals as well as between the sexes and based on this evaluation, describes the role and skills required to fill vacancies.
- Informs the Board of Directors about the results of the implementation of the Suitability Policy of the members of the Board of Directors and the taking of any measures in case of deviations.
- Examines the Annual Remuneration Report of the members of the Board of Directors.
- Submits proposals to the Board of Directors regarding the salaries of the members of the Board of Directors within the approved Remuneration Policy.
- Submits proposals to the Board of Directors for the revision of the Remuneration Policy if required.
- Informs the Board of Directors about the results of the implementation of the Remuneration Policy of the members of the Board of Directors and the taking of any measures in case of deviations.
- Submits proposals to the Board of Directors regarding the remuneration policy of the Directors of the Executive Committee and the Head of the Internal Audit Unit.
- The operation of the Nomination and Remuneration Committee of the Board of Directors is described in detail in the Charter of the Committee approved by the Board of Directors of the Company.
The Nomination and Remuneration Committee uses any resources it deems appropriate to fulfill its purpose, including services by external consultants.
The current composition of the Nomination and Remuneration Committee is as follows:
- Christodoulos Aesopos, Chairman of the Committee, Independent Non Executive Member of the Board of Directors
- Alexios Pilavios, Member, Independent Non Executive Member of the Board of Directors
- Anastasia Martseki, Member, Independent Non Executive Member of the Board of Directors
Investment Committee
The Investment Committee (following a relevant decision of the Board of Directors entrusting it with its responsibilities) is responsible for making any decision related to the implementation of the Company’s investment strategy but also to the realization of new investments, liquidation of existing investments, and other relevant activities, in a manner consistent with the adopted by the Board of Directors Company’s business strategy.
The Investment Committee (I.C.) consists of three (3) to five (5) members, appointed by the Board of Directors, based on significant relevant professional experience and recognition. The Chairman of the Committee is appointed by its members. The members of the Committee may be members of the BoD of the Company, any other executives of the Company or even third parties with proven knowledge and experience in the subject of the Company’s activities.
The term of office of the members of the Investment Committee is set at a maximum term of four (4) years, without their re-election being excluded. The Investment Committee meets at least once a semester or whenever it is deemed (by any of its members) necessary or expedient, at the invitation of its Chairman.
The main responsibilities of the Investment Committee are the following:
- Supervision of the investment policy of the Company, in a manner consistent with the business strategy, which has been drawn up by its Board of Directors.
- Preparation of a proposal to the Board of Directors regarding the annual budget for new investments and the forecast on how to finance them.
- Decision-making on new investments after evaluation of investment opportunities submitted to the Investment Committee by the CEO. The evaluation of investment opportunities is always based on the overall strategy and investment criteria of the Company. The decision-making takes into account the general stock market, economic and political developments both in Greece and abroad, but also in particular the developments in the domestic and international real estate market, in a manner consistent with the business strategy of the Company.
- Approval of lease terms of real estate contained in the Company’s portfolio, whether it is new leases or renegotiation of existing leases, following a relevant recommendation of the CEO, in accordance with the operating regulations of the Investment Committee. The relevant decisions are again made based on the general investment strategy of the Company and market conditions, but also on the specific conditions under which the investment was made from the beginning in the property for which the lease is negotiated, in a consistent manner. towards the business strategy of the Company.
- Making decisions regarding liquidation of investments after a relevant recommendation of the CEO taking into account each time: a) if each investment yields the expected returns, b) if there is an alternative form of investment that will bring the Company a higher return, c) what is the appropriate time to withdraw the Company from the specific investment, always in a manner consistent with the business strategy of the Company.
The current composition of the Investment Committee is as follows:
- Dimitrios Papoulis, Chairman of the Committee, Chief Executive Officer, Executive Member of the Board of Directors
- Vasileios Fourlis, Member, Executive Member of the Board of Directors
- Nikolaos Voutichtis, Member, Non Member of the Board of Directors
