INDICATOR: 2-12

The Board of Directors is responsible for the administration (management and disposal) of the company’s assets, seeking to enhance their economic value and efficiency and to defend the company’s interests.

The Board of Directors operates effectively to serve the long-term interests and sustainability of the company. It has the level of independence and diversity required by the statutory framework and its members have the appropriate level of knowledge, skills and experience required, to achieve the expected result.

The Parent Company has clearly allocated responsibilities between management and the Board of Directors as described in the Articles of Association.

The organizational structure, i.e. the division of the business activities that create the added value of the parent company into segments and the definition of the central services and functions that ensure support, synergies, compliance with applicable laws and regulations, is operated under the responsibility of the CEO.

The parent company’s organizational chart was revised by the decision of the Board of Directors on 24.02.2022 and can be found here

The Board of Directors has established committees to achieve the corporate objectives and ensure the smooth operation of the parent company. Each Board committee fulfils the tasks assigned to it by the Board, acts within the scope of its responsibilities and informs the Board in a timely manner of its actions and of any developments of which it has become aware.

Role of the Board and senior management in developing, approving and updating the: purpose, values, mission, strategies, policies and sustainable development objectives

The Group Corporate Affairs Division coordinates the development, implementation and disclosure of our approach to CSR and, with the strategy of the Executive Committee, is responsible for publishing reports on the Group’s responsibility performance. KPIs (Key Performance Indicators) for sustainable development have been formulated and implemented to support the Group’s strategy.

The Group’s Corporate Relations Division and the Group’s Health, Safety, Environment and Sustainable Development Division recommend sustainable development issues for approval and are responsible for their implementation. Senior management meetings define sustainability issues, agree on the prioritization of objectives, and arrange monitoring and reporting activities.

In addition to the Executive Committee, other Board Committees monitor ESG issues, such as internal audit, regulatory compliance, remuneration, etc. (here).

What is the role of the Board in identifying and managing economic, environmental and social impacts, risks and opportunities.

Economic, environmental and social factors are integrated into the control processes. The Board has overall responsibility for identifying and monitoring ESG impacts, risks and opportunities. In this context, a Sustainability Committee has been established whose role is mentioned in pp 14-15 pf the Bylaws – Internal Regulations and in the Annual Financial Report (pp. 67).

Risks are assessed by the Management on an ongoing basis within each financial year, investment opportunities (such as: development of renewable energy, increasing energy efficiency, development of low emission products) are identified and the Group’s strategy is set out.

The Group’s objective is the safe and sustainable operation of its activities, with respect for the environment and society, as well as the safety and health of its employees, which is an absolute priority, especially given the pandemic conditions.

What is the role of the BoD in the implementation of due diligence procedures?

The following Board Committees assist the Board in carrying out its work:

The Board Audit Committee has the following responsibilities (amongst others):

• It oversees the process and conduct of the statutory audit of the Company’s individual and consolidated financial statements.
• It monitors, reviews and evaluates the financial reporting process, i.e. the mechanisms and systems for the production, flow and dissemination of financial information produced by the Company’s involved organizational units.
• It monitors, reviews and evaluates the adequacy and effectiveness of the parent company’s set of policies, procedures and safeguards with respect to the internal control system on the one hand and the assessment and management of risks in relation to financial reporting on the other.
• With regard to the internal audit function, it monitors and reviews the proper functioning of the Group Internal Audit Division and evaluates its work, adequacy and effectiveness, without, however, affecting its independence. It also reviews the disclosed information with regard to internal control and the main risks and uncertainties of the parent company in relation to financial reporting.
• It reviews and monitors the independence of the statutory auditors or audit firms and is responsible for the process of selecting statutory auditors or audit firms and proposes the statutory auditors or audit firms to be appointed by decision of the General Assembly.

In relation to the frequency of (internally) monitoring the effectiveness of the internal control environment, during 2022, the Audit Committee, in exercising its duties, held nineteen (19) meetings, attended by all its members, the contents of which are presented in pp 63-64 of the Annual Financial Report. Also, the Group had carried out the periodic evaluation of the Internal Audit System in accordance with article 1 4 par. 3 (j) of the Law 4706/2020 and the decision 1 /891 /30.9.2020 of the Capital Market Comission. The outcomes of the above (e.g. findings and recommendations/ corrective actions) are monitored in order mitigate the risks associated with them.

Strategy and Risk Management Committee

The Strategy and Risk Management Committee was established in 2021, taking into account the requirements of the Group’s corporate transformation and the emphasis it places on managing risks and changes of a strategic nature arising in the financial, economic, environmental, technological, political and social environment that may affect its overall activities, its business, its financial performance and the execution of its strategy and the achievement of its objectives. The purpose of the Strategy and Risk Management Committee is, inter alia, to approve the corporate risk management framework and related policies and methodologies, to determine the level of risk appetite and risk tolerance limits, to monitor and approve the management of significant corporate risks, and to oversee the implementation of effective risk management measures.

Sustainability Committee

The Committee’s mission is to assist the BoD in strengthening the Company’s long-term commitment to create value in all three pillars of Sustainable Development (economy, environment and society) and to supervise the implementation of responsible and ethical business conduct, on matters regarding the Environment-Society and Governance (ESG ). The Committee is responsible for supervising the definition of the stakeholders and the mode of communicating with such, in respect of understanding their interests, for identifying the Company’s material/ substantial issues, for implementing the sustainability policy and the undertakings included in it, as well as for offering guidelines as to individual aspects / pillars for implementing said policy (such as health and safety, the environment and climate change, the society) and the risks related to them. The Company’s and the Group companies’ commitments refer to the health, safety, environment and sustainability policy, which is included in the Company’s Bylaws.

The Corporate Crisis Management Plan has been completed and is now in force and is being implemented.

Dialogue with stakeholders and management of their interests

Over time, the Company has invested on the timely and open dialogue with its stakeholders, using different communication channels for each stakeholders’ group, based on the idea of flexibility and facilitation of understanding their respective interests. More specifically, for those stakeholders (social partners) related to the broader, as well local communities, the Company’s collaboration is continuous and implemented through constant and substantive dialogue. More information regarding the stakeholders, dialogue and reciprocal communication / interaction with the company are set out in the section “Sustainable Development” of this report and in the GRI 2-29.

Procedures for consultation between the BoD and social partners on economic, environmental and social issues

The Group annually prepares and publishes in printed and electronic form reports and accounts covering all of the companies’  activities and performance in these areas. This information and all corporate publications are posted on the corporate website/Media Center/ Publications.

In preparing the Sustainability Report, material ESG issues highlighted by the Group’s stakeholders are taken into account. Periodically, the Group conducts interviews, focus groups and online surveys with targeted stakeholders to identify and assess the Group’s material ESG issues.

Communication with the investment community (shareholders – investors – financial analysts)

The Shareholder Services and Corporate Communications Department is responsible for providing service as well as timely, prompt, accurate and equitable information to shareholders and supporting them in relation to the exercise of their rights.  Prospectus) ensuring the correct and equal information of the investment community on issues concerning the Parent Company and the Group as well as the communication of the Parent Company with the competent authorities (Capital Market Commission and the Athens Stock Exchange, the London Stock Exchange – secondary listing through the Global Securities Depository – and the Luxembourg Stock Exchange for the bonds).

Communication with the investment community is mainly through:

• The regular and extraordinary general meetings of shareholders each year
• The presentations of financial results (press releases, teleconferences, internet).
• Communication of business developments (via the Internet or press releases)
• Meetings with financial analysts and communication through the Investor Relations Department
• The Annual Financial Report and the Sustainable Development & Corporate Responsibility Report
• Roadshows on specific topics.

The Internal Labor Regulations, in Chapter I, define the Personnel Issues Committees (Recruitment Committee, Health & Safety Committee and the Labor Issues Committee). Occupational Health and Safety Committees (OHS Committees) exist in each facility. Health & Safety Committees are in place at all Group companies. All the above committees contribute to the exchange of views between employees and management.