The Company’s Articles of Association provide that 11 out of the 13 members of the BoD are appointed and not elected by the General Assembly which is a deviation from the Corporate Governance Code which is highlighted in the Group’s published Corporate Governance Statement. Nevertheless, in recent years significant efforts have been made towards promoting the main principles of corporate governance. Therefore over the last twelve months:
The BoD convened 21 times, thereby upgrading and enhancing its collective operation.
In addition to the evaluation of the BoD via its Annual Report by the Ordinary General Meeting of the shareholders, the BoD monitors and reviews the implementation of its decisions on an annual basis, and regularly assesses its effectiveness in discharging its duties as well as the duties of the various committees it has established. Up to now, this evaluation has been conducted collectively by the BoD, as a body of the Company, and by the Committees it has established, based on the actions undertaken in the preceding reporting period. In this evaluation, the Chairman presides and the findings are discussed at a meeting of the BoD. The Chairman is responsible for taking measures to counter any weaknesses identified by the evaluation. In addition to the above, the introduction of a system whereby the BoD and each member thereof separately are evaluated by an external expert-consultant is being considered.