BoD Powers

The major duties of the Board of Directors in accordance with the Articles of Association and the Internal Regulation of Operation are the following:

• The assessment of the corporate strategy, the formulation of the company’s general practices and the creation of corporate culture. The implementation and enforcement of the general corporate policy and the communication of the approved corporate goals to the company’s lower-ranked personnel. The evaluation of the recommendations and proposals performed by the company’s Directors and Departments. The approval of the company’s business plan and the annual budgeting.
• The monitoring and evaluation of the effectiveness and the implementation of the company’s business plan. 
• The audit and the approval of high capital expenditures relating to the company’s ongoing investment plans.
• The audit of the disclosed financial statements’ validity and completeness, including the Sworn Auditor’s Report.
• The compliance of the company’s activities with the provisions of law in effect and with its broader corporate practices. The establishment and operation of an effective and sufficient Internal Audit System.
• The monitoring and settlement of any issues referring to conflict of interest between the company’s directors, staff, members of the BoD and shareholders, including cases of asset mismanagement or related party transactions.
• The compilation of the annual and interim financial reports, which include information about the company’s related party transactions in accordance with the provisions 99 to 101 of law 4548/2018,

These reports shall be communicated to the supervisory authorities, to the investors and to any interested party as provided by the relevant legislative and regulatory framework.

Moreover, in accordance with article 4 of the law 4706/2020, the BoD has the following responsibilities:

• Defines and supervises the implementation of the corporate governance system of provisions 1 to 24 of Law 4706/2020, monitors and evaluates periodically every three (3) financial years its implementation and effectiveness, taking appropriate action to address deficiencies.
• Ensures the adequate and efficient operation of the Company's Internal Control System, which aims at the following objectives, in particular:

(a) the consistent implementation of the operational strategy, making effective use of available resources;

(b) the identification and management of substantial risks associated with its business and operation;

(c) the efficient operation of the Internal Audit Unit,

(d) to ensure the completeness and reliability of the data and information required for the accurate and timely determination of the financial situation of the Company and the preparation of reliable financial statements, as well as its non-financial situation, in accordance with article 151 of law 4548 / 2018.

(e) compliance with the regulatory and legislative framework, as well as the internal regulations governing the operation of the Company.

• Ensures that the functions of the Internal Audit System (Audit Committee, Internal Audit Unit, Risk Assessment Unit, Regulatory Compliance Unit) are independent of the business areas they control, and that they have the appropriate financial and human resources for their effective operation, according to what their role requires. The lines of reference and the division of responsibilities are clear, enforceable and duly documented.
• Ensures that the detailed CV of its members is updated without delay and is kept posted in the Company’s website throughout the term of each member.

In the context of the above authorities and responsibilities, the Board of Directors acts collectively and the relevant decisions are made by all the Board members, regardless of their capacity as executive, non-executive or independent.

According to the Company’s Articles of Association, the Board of Directors may assign, by means of a relevant decision, rights and authorities that relate to the administration, management and representation of the company to one or more individuals, regardless of whether such individuals are Board members or not.

The manner in which the company is bound and represented is defined by the Board of Directors.