Today, June 18, 2025, Wednesday at 3 p.m., at the Company’s offices in Alimos, Attica, Leof. 7 Alimou Street, the members of the Remuneration and Nominations Committee met, after the invitation of its President Eleni – Penthesilia Tselenti, to discuss and make decisions on the following item on the agenda:
Recommendation to the Annual General Meeting for the proposed members of the Board of Directors for election and determination of the characteristics of the Audit Committee in accordance with article 44 of Law 4449/2017.
The meeting was attended by all members of the Remuneration and Nomination Committee, namely:
- Eleni – Penthesilia M. Tselenti, President
- Dimitrios G. Geravelis, Member
- Ioannis A. Mouzakis, Member
After that, there is a quorum in accordance with Article 8 §2 of the Rules of Procedure and the Committee begins the meeting under its President Eleni – Penthesilia Tselenti.
The Chairman refers to the Regulation of the Remuneration & Nominations Committee, the Corporate Governance Code, which the company has adopted and applies, as well as to the generally applicable regulatory framework for listed companies, according to which the present Committee is responsible for proposing to the Board of Directors candidates for election by the Annual General Meeting and for documenting that the proposed members meet all the criteria provided for by the Law and the Corporate Governance Policy. 4706/2020. Likewise, this Committee is responsible for proposing to the Board of Directors the characteristics of the Audit Committee pursuant to Article 44 of Law no. 4449/2017, when it is proposed to be a Committee of the Board of Directors, so that the Board of Directors may further inform the shareholders in accordance with the specific provisions of Article 44 §1.a) sub-paragraph aa) of the Law. 4449/2017, as amended.
Furthermore, the President states that the Company has a succession plan in place, which serves the principles and practices of best corporate governance. As part of the implementation of this plan and taking into account the most recent plans for the development and achievement of the Company’s business objectives, the Chairman proposes that the Committee recommend to the Board of Directors that the following persons be elected as members of the Board of Directors at the General Meeting:
- Georgios Ν. Koutsos
- Ioannis Α. Mouzakis
- Theofanis S. Kiriacoulis
- Rigas T. Tzortzis
- Christina V. Korkidi , as an independent non-executive member and
- Kalliopi D. Papadopoulou, as an independent non-executive member
Α. Proposed members of the Board of Directors to be elected
Justification of the proposal and determination of (a) the eligibility criteria based on the Company’s Eligibility Policy, as approved by the Board of Directors’ decision of 16.7.2021 pursuant to article 3 §1 of Law No. 4706/2020 and (b) the fulfilment of the independence requirements with regard to the proposed independent non-executive members pursuant to article 9 of Law no. 4706/2020.
Individual suitability
1. Georgios Koutsos
Mr. G. Koutsos holds a degree in Chemical Engineering from the National Technical University of Athens and an MSc in Advanced Chemical Engineering as well as an MBA from Imperial College London. He has many years of international experience in the private and wider public sector, having held senior management positions in the financial sector with specialization in banking (retail, corporate and investment), risk management, private investments as well as strategic consulting. He has served as Deputy Chief Executive Officer of the Hellenic Financial Stability Fund, a partner at Deloitte, director of investment banking at National Bank of Greece, a consultant at Boston Consulting Group and a founding member of a banking start-up backed by private equity. Since 2021 he has been a non-executive member of the Board of Directors of the listed Cyprus Insurance Company Atlantic Insurance.
From the above, it follows that G. Koutsos meets the suitability criteria according to the Company’s current Suitability Policy: he is a person of recognized prestige, possesses sufficient knowledge and qualifications, skills and experience, professional training and excellent professional career to date, independence of judgment, guarantees of integrity and ethics and good reputation. Furthermore, there is no conflict of interest between G. Koutsos and the Company and he assured that he is able to devote sufficient time to the performance of his duties. In view of the above, the Committee considers that G. Koutsos’ extensive experience in finance and business administration is valuable for the purposes of the Company’s business activity and makes his candidacy position justified as a member of the Board of Directors of the Company, also as an executive member during the formation of the Board of Directors as a body.
2. Ioannis Mouzakis
Mr. I. Mouzakis holds a BSc in Accounting from the University of Nicosia and is a partially qualified professional from the Association of Certified Chartered Accountants (ACCA). In 2019 he received the Advanced Certification in Financial Services Legal Framework certification from the Cyprus Securities and Exchange Commission (CySEC). He also holds a Diploma in Accounting and Taxation from the Athens University of Economics and Business. He is an accountant with international experience in the private sector, specializing in auditing, business development, tax planning and M&A due diligence. He worked as a Senior Auditor at PwC Cyprus, where he led audit teams and was involved in key client projects. Since 2023, he has been serving in an executive capacity as a Partner at Mouzakis & Partners.
From the above, it follows that I. Mouzakis meets the suitability criteria according to the Company’s current Suitability Policy: he is a person of recognized prestige, possesses sufficient knowledge and qualifications, skills and experience, professional training and excellent professional career to date, independence of judgment, guarantees of integrity and ethics and good reputation. Furthermore, there is no conflict of interest between I. Mouzakis and the Company and he assured that he is able to devote sufficient time to the performance of his duties. Following the above, the Committee considers that the accounting and auditing experience of I. Mouzakis is valuable for the purposes of the Company’s business activity and justifies his candidacy position as a member of the Board of Directors of the Company, as a proposed member and as an executive member during the formation of the Board of Directors as a body.
3. Theofanis Kiriacoulis
Mr. Th. Kiriacoulis holds a degree in Economics from the National and Kapodistrian University of Athens. He started his career in the field of marine tourism with professional yachts in 1981, working for “Kiriacoulis Mediterranean Cruises Shipping Ltd.”, which is a 100% subsidiary of the Company. He has been a shareholder of the Company since its establishment in December 1986. Its membership of its Board of Directors began in January 1987. In April 1997 he assumed the position of Chief Executive Officer, while from February 1998 to July 2021 he also held the position of Chairman of the Board of Directors. From his daily involvement with corporate issues as an executive member of the Board of Directors, he has gained extensive experience in the field of yacht operation. In addition, due to his participation in the Board of Directors of companies dealing with the leasing and exploitation of tourist ports, he has significant know-how in the management of marinas. Th. Kiriacoulis also participates in the Boards of Directors of the subsidiaries “Kiriacoulis Marinas S.A.” and “Kalamata Marina Tourist Single Member S.A.”
From the above, it follows that Th. Kiriacoulis meets the suitability criteria according to the Company’s current Suitability Policy: he is a person of recognized prestige and has the specialized knowledge, skills and experience for the execution of his duties and in particular for the structure and operation of the charter market, the structure and operation of the market of newly built and used pleasure boats, fleet management, the design and implementation of effective marketing strategies, the digitalization of processes, the development and improvement of Quality Management Systems in the field of maritime tourism, human resource management, regulatory compliance in the marine tourism industry with professional yachts as well as regulatory compliance in the field of tourist port operation. Th. Kiriacoulis also has guarantees of integrity and ethics and a good reputation. There is also no conflict of interest between Th. Kiriacoulis and the Company and he assured that he is able to devote sufficient time to the performance of his duties. In view of the above, the Committee considers that the specialized knowledge and experience of Th. Kiriacoulis in the field of maritime tourism is valuable for the purposes of the Company’s business activity and makes his candidacy position as a member of the Company’s Board of Directors justified.
4. Rigas Tzortzis
Mr. R. Tzortzis holds an MBA from the European London Business School and a degree in Accounting & Finance from Deree College. He is an entrepreneur with many years of experience in the management of international investment groups. He has been a member of the Board of Directors of the GUTMANN Group, based in Germany, one of the leading European Groups in the field of aluminum production, having under his supervision the critical sectors of sales, production, financial management and human resource management, while he also participated in the formation of the Group’s strategic course. R. Tzortzis has also served as a member of the Board of Directors of the Greek Marfin Investment Group (MIG).
From the above, it follows that R. Tzortzis meets the suitability criteria according to the Company’s current Suitability Policy: he is a person of recognized prestige, possesses sufficient knowledge and qualifications, skills and experience, professional training and excellent professional career to date, independence of judgment, guarantees of integrity and ethics and good reputation. Furthermore, there is no conflict of interest between R. Georgis and the Company and he assured that he is able to devote sufficient time to the performance of his duties. In view of the above, the Committee considers that R. Tzortzis’ extensive business experience and knowledge is valuable for the purposes of the Company’s business activity and justifies his candidacy as a member of the Company’s Board of Directors.
5. Christina Korkidi
Mrs. Ch. Korkidis is a law graduate of the University of Nicosia, a graduate of Social Theology of the National and Kapodistrian University of Athens and a graduate of the journalism school “Laboratory of Professional Journalism”. She is a Piraeus Lawyer and a Certified Mediator with many years of experience in providing legal services to a wide range of clients in the private and public sector. She has successfully managed a number of cases, with particular specialization in the fields of commercial and maritime law, Real Estate and civil law. Her professional career is characterized by substantial collaborations with important organizations, while in recent years she has maintained a stable cooperation with the law firm LLPO Law Firm based in Cyprus, which specializes in corporate law, mergers and acquisitions, investments, banking and financial law as well as legal consultancy. He has an excellent knowledge of English and French. From 2010 to 2019 she served as a Municipal Councilor in the Municipality of Piraeus, where she dealt with issues of local government and social policy and volunteering.
From the above, it follows that Ch. Korkidis meets the suitability criteria according to the Company’s current Suitability Policy: she is a person of recognized prestige, possesses sufficient knowledge and qualifications, skills and experience, professional training and excellent professional career to date, independence of judgment, guarantees of integrity and ethics and good reputation. Furthermore, there is no conflict of interest between Ch. Korkidis and the Company and she assured that she is able to devote sufficient time to the performance of her duties. As a result, the Committee considers that Ms. Korkidi’s professional career and legal knowledge are valuable for the purposes of the Company’s business activity and justifies her candidacy as a member of the Board of Directors of the Company as a proposed independent non-executive member during the election by the General Assembly and the establishment of the Board of Directors as a body.
6. Kalliopi Papadopoulou
Mrs. K. Papadopoulou holds a degree in Management Science and Technology from the Athens University of Economics and Business and a member of ACCA (Association of Chartered Certified Accountants). He has over ten years of experience in the areas of audit and financial consulting. From 2014 to 2025 she worked at Deloitte, where she held the position of Manager in the Strategy, Risk and Transaction Advisory Division. She began her career as a member of the audit team of listed and private shipping companies, gaining experience in both external and internal audit in accordance with International Financial Reporting Standards (IFRS) and US GAAP as well as the broader audit framework. He has undertaken highly complex consulting projects involving business valuation, assets, mergers and acquisitions, financial analysis and strategic planning.
From the above, it follows that K. Papadopoulou meets the suitability criteria according to the applicable Suitability Policy of the Company: she is a person of recognized prestige, possesses sufficient knowledge and qualifications, skills and experience, professional training and excellent professional career to date, independence of judgment, guarantees of integrity and ethics and good reputation. Furthermore, there is no conflict of interest between K. Papadopoulou and the Company and she assured that she is able to devote sufficient time to the performance of her duties. Following the foregoing, the Committee considers that K. Papadopoulou’s professional career and extensive knowledge of finance and auditing are valuable for the purposes of the Company’s business activity and justifies her candidacy position as a member of the Board of Directors of the Company as a proposed independent non-executive member during the election by the General Assembly and the establishment of the Board of Directors as a body.
In addition to the individual suitability of the above, the Committee notes that, even after their election, on a collective level, the proposed members of the Board of Directors with the combination and diversity of knowledge, skills, qualifications and experience, backgrounds and gender, meet the criterion of collective suitability within the meaning of the Company’s Suitability Policy and the proposed composition of the Board of Directors for approval fully covers the appropriate and effective exercise of the duties and responsibilities of the Board of Directors, reflects the size, organization and mode of operation of the Company which requires speed and flexibility due to the nature of its business and is expected to contribute decisively to the promotion and achievement of the Company’s latest business objectives and plans.. In this regard, the detailed CVs of the above-mentioned new members of the Board of Directors, copies of qualifications, certificates of seniority, solemn declarations of the candidates, as well as information from public sources have been taken into account.
The Commission also notes that, following the election of the above-mentioned candidates:
(a) the requirements and provisions for adequate gender representation on the Board of Directors and the number of independent non-executive members of the Board of Directors imposed by law are fully met,
(b) the members of the Board of Directors have the theoretical and professional training, skills and abilities, guarantees of morality, reputation and integrity, independence of judgment, experience for the performance of the tasks assigned to them as well as the ability to allocate sufficient time for the performance of these duties,
(c) the persons of the nominees are not subject to the impediments of article 3 §§4,5 of Law 4706/2020 and the Company has received their sworn declarations to this effect,
(d) there is no other obstacle or incompatibility in the persons of the nominees, in accordance with the provisions of the Articles of Association, the Company’s Operating Regulations, the applicable Corporate Governance Code and the Suitability Policy and there is no issue of conflict of interest between the interests of the nominees and the interests of the Company.
Taking into account all the above, the Committee unanimously decides to propose to the Board of Directors the election by the General Meeting of the above nominees as new members of the Board.
Β. New Audit Committee and determination of its specific characteristics according to article 44 of Law 4449/2017 – Proposed to the new Board of Directors for election of its members.
Taking into account the above proposed new composition of the Board of Directors and the specialised knowledge and experience of the proposed independent non-executive members of the Board of Directors, the Chairman proposes that the Remuneration & Nominations Committee recommends to the Board of Directors that the Audit Committee shall henceforth constitute a Committee of the Board of Directors consisting of non-executive members of the Board of Directors in accordance with the provisions of article 44 §1.a) sub-paragraph aa) of Law no. 4449/2017, as in force. In this case, the General Meeting shall decide the type of the Audit Committee, its term of office, the number and qualities of its members, while the members of the Audit Committee shall be appointed by the Board of Directors itself in accordance with the respective provisions of article 44 §1.b) and 44 §1.c) of Law No. 4449/2017, as in force.
Following the above recommendation of its Chairperson, the Remuneration & Nomination Committee recommends to the Board of Directors that the Audit Committee shall henceforth be a Committee of the Board of Directors, consisting of three (3) non-executive members of the Board of Directors, two of which shall be independent non-executive directors, from the persons proposed for election to the Board of Directors as above, with a term of office equal to the term of office of the Board of Directors proposed for election i.e. four years from the date of election by the General Meeting, which may be automatically extended until the expiry of the period within which the Ordinary General Meeting of 2029 must be convened and until the relevant resolution is adopted.
At this point, the members of the Remuneration and Nomination Committee, Eleni – Penthesilia Tselenti and Dimitrios Geravelis, stated that they no longer wish to be members of the Board of Directors and the Audit Committee and thanked the members of the Board of Directors and the shareholders of the company for their trust in them and their excellent cooperation throughout their tenure.
Furthermore, the Remuneration and Nominations Committee recommends to the Board of Directors proposed for election that, after its election and its constitution as a body, it appoints the following members of the Audit Committee:
- Kalliopi D. Papadopoulou,
- Christina V. Korkidi and
- Theofanis S. Kiriacoulis
Justification of the proposal & Determination of eligibility criteria
The Remuneration and Nominations Committee notes that with the election of the above-mentioned nominees, the Audit Committee meets the requirements of article 44 of Law 4449/2017, as in force, and is in accordance with the Company’s Suitability Policy, given that: i) it is composed of three non-executive members of the BoD, the majority of which are independent non-executive members, ii) all members of the Committee have sufficient knowledge in the areas of activity of the company, i.e. tourism and shipping, iii) one member of the Committee, K. Papadopoulou, has sufficient knowledge and experience in accounting and in) the majority of the members of the Committee are independent of the company within the meaning of article 9 §§1,2 of Law 4706/2020, as it is applied proportionately to the members of the Audit Committee (Article 92 of Law 4706/2020).
With regard to the individual suitability and the detailed CVs of the proposed members of the Audit Committee, the Remuneration and Nominations Committee refers to the above listing of them as candidates for the Board of Directors of the Company.
Being there no other issue to be discussed, the meeting is dissolved and the present minutes are signed by all the above present members of the Remuneration and Nominations Committee.
The President
The Members
