1. Introduction
The Remuneration and Nominations Committee is a single committee of the Board of Directors, whose primary task is to identify suitable candidates for the position of Board member, as well as for senior executive roles, and to process remuneration issues specifically related to the implementation of Articles 109 to 112 of Law 4548/2018 regarding the Company’s Remuneration Policy and Remuneration Report.
The Regulation of Operation of the Remuneration and Nominations Committee defines the purpose, composition, and tenure of its members, their duties and responsibilities, as well as the operation and decision-making process of the Committee.
The Remuneration and Nominations Committee has been established and operates in accordance with the provisions of Laws 4548/2018 and 4706/2020 on corporate governance, as well as the current regulatory and supervisory framework.
The formation and operation of the Remuneration and Nomination Committee comply with Articles 11 and 12 of Law 4706/2020, which define the role, responsibilities, composition, and obligations of these committees within the framework of corporate governance.
2. Overview, Update, and Compliance
The present Regulation is included as an annex to the Company’s Internal Regulation Manual and may be amended at any time by a relevant decision of the Board of Directors.
The Remuneration and Nominations Committee reviews the implementation of this Regulation on a regular basis and submits proposals to the Board of Directors for any amendments it deems appropriate.
The present Regulation, in its current applicable version, is posted on the Company’s website.
3. Purpose of the Remuneration and Nominations Committee
The primary purpose of the Remuneration and Nominations Committee is to assist the Board of Directors in the performance of its duties regarding:
(a) the remuneration provided by the Company, by designing and implementing a Remuneration Policy to determine appropriate remuneration aimed at attracting capable executives to staff the Company’s Board of Directors and executive positions, maximizing shareholder value and ensuring the Company’s long-term sustainability, in a manner consistent with the Company’s strategic objectives and the relevant legislative and regulatory framework, and
(b) the establishment of an effective and transparent procedure for the identification of suitable candidates to fill positions as members of the Board of Directors and executive officers of the Company.
4. Structure of the Remuneration and Nomination Committee
The members of the Remuneration and Nominations Committee are selected and appointed by the Company’s Board of Directors.
The Remuneration and Nominations Committee consists of at least three (3) non-executive members of the Board of Directors, the majority of whom are independent. The Chair of the Remuneration and Nominations Committee shall be among the independent non-executive members.
The tenure of the members of the Remuneration and Nominations Committee coincides with the term of the Board of Directors, with the possibility of reappointment. In any case, however, the tenure of the members on the Remuneration and Nomination Committee may not exceed nine (9) years in total.
During the formation of the Committee, the obligation for balanced gender representation under Articles 3A and 3B of Law 4706/2020 is taken into account.
5. Staffing of the Remuneration and Nominations Committee
The members of the Remuneration and Nominations Committee must, as a whole, possess the necessary knowledge, skills, and experience for the effective fulfillment of the Committee’s duties.
6. Remuneration of Remuneration and Nominations Committee Members
The members of the Remuneration and Nominations Committee are remunerated based on the approved Remuneration Policy.
7. Duties and Responsibilities of the Remuneration and Nominations Committee
The duties and responsibilities of the Remuneration and Nomination Committee include the following:
Regarding Remuneration:
- Formulating proposals to the Board of Directors regarding the Remuneration Policy established by the Company and submitted for approval to the General Meeting of shareholders, in accordance with paragraph 2 of Article 110 of Law 4548/2018.
- Formulating proposals to the Board of Directors regarding (a) the remuneration of persons falling within the scope of the Remuneration Policy, pursuant to Article 110 of Law 4548/2018—namely the members of the Board of Directors and, if applicable, the General Manager or their deputy, as well as any additional persons specified in the Company’s Articles of Association—and (b) the remuneration of the Company’s executives, particularly the head of the Internal Audit Department.
- Reviewing the information included in the final draft of the annual Remuneration Report and providing its opinion to the Board of Directors before the submission of said report to the General Meeting of shareholders, in accordance with Article 112 of Law 4548/2018.
- Monitoring the implementation of the approved Remuneration Policy and recommending any revisions to the Board of Directors, in accordance with Articles 110 to 112 of Law 4548/2018.
Regarding Nominations:
- Formulating proposals to the Board of Directors regarding the drafting, revision, and implementation of the Suitability Policy for the members of the Board of Directors.
- Identifying both candidate members of the Board of Directors and executive officers based on a clearly defined procedure. This procedure consists of the following steps:
- Defining a targeted composition profile for the Board of Directors based on the Company’s strategy and needs, as well as its diversity policy.
- Identifying skill gaps to achieve the composition profile—for example, by mapping the existing skill set of the Board against the skills required to meet the Company’s needs—and subsequently determining the position to be filled through a detailed job description, including qualifications and the time required for the role.
- Selecting suitable people from a broad pool of candidates, taking into account the criteria set out in the Company’s Suitability Policy, including an interview process. The Committee ensures that the selection process complies with Articles 3A and 3B of Law 4706/2020, considering diversity requirements, including gender, age, qualifications, professional experience, and independence.
- Submitting a proposal to the Board of Directors with the selected candidates, so that the Board may subsequently propose them for election at the General Meeting.
- Periodic evaluation, at least annually, of the Board of Directors and its committees on a collective level, as well as the Chair, the CEO, and other Board members on an individual level, and reviewing the Board’s renewal needs.
- Drafting, updating, and submitting to the Board of Directors for approval a succession plan for Board members, the CEO, and senior executives.
- Formulating proposals to the Board of Directors for the design and implementation of an induction program for new Board members, as well as a continuous training plan for Board members based on the relevant training policy.
The members of the Remuneration and Nominations Committee must act with independence of judgment and abstain from discussions and decision-making on matters where a direct or indirect conflict of interest exists.
The Committee monitors the implementation of the Board Members’ Suitability Policy and ensures continuous compliance with the individual and collective suitability criteria of Article 3 of Law 4706/2020.
8. Operation of the Remuneration and Nominations Committee
The Remuneration and Nominations Committee meets whenever deemed appropriate by its Chair for the smooth execution of its responsibilities. The Chair is responsible for inviting the members to a meeting, deciding on the agenda items, and setting the date and time after consultation with the members. The invitation is communicated (via email, telephone, or video call) at least two (2) business days prior to the meeting, specifying the agenda, date, time, and location. Relevant documents shall normally be available to members at least two (2) business days before the meeting in hard copy or electronic form.
The Committee is in quorum and meets validly when at least two members are present; participation by proxy is not permitted. Decisions are taken by absolute majority, and in the event of a tie, the Chair shall have the casting vote.
Minutes are drafted for each meeting by the Chair in Greek and in electronic form. They are approved and signed by the members present. If approved electronically, an email confirmation from each member stating agreement with the content is required.
The minutes and electronic messages (equivalent to signatures), which constitute the electronic Minutes Book, are stored at the Company’s headquarters. The Chair bears the responsibility for these procedures. Minutes are available to all Committee and Board members. Copies may be issued by the Chair of the Committee or the Chair of the Board.
The Committee may invite any Board member, employee, or person it deems helpful to its meetings.
Meetings are held at the Company’s headquarters or via videoconference pursuant to Article 90 of Law 4548/2018. Participation via visual or audio connection is considered valid.
The Committee may, upon Board approval, engage independent external consultants, particularly for remuneration, evaluation, and nomination matters.
The Chair regularly briefs the Board on the Committee’s activities. Furthermore, the Committee’s proceedings and member attendance must be reflected in the Corporate Governance Statement included in the Board’s Management Report, drafted in accordance with Article 152 of Law 4548/2018.
