{"id":22391,"date":"2025-11-05T12:00:49","date_gmt":"2025-11-05T10:00:49","guid":{"rendered":"https:\/\/www.kiriacoulis.com\/corporate\/?p=22391"},"modified":"2025-11-10T13:09:35","modified_gmt":"2025-11-10T11:09:35","slug":"remuneration-policy-of-the-members-of-the-bod","status":"publish","type":"post","link":"https:\/\/yknot.gr\/ir\/remuneration-policy-of-the-members-of-the-bod\/","title":{"rendered":"Remuneration Policy of the Members of the BoD"},"content":{"rendered":"<p><strong>1. Introduction<\/strong><\/p>\n<p>\u201cY\/KNOT Invest S.A.\u201d hereinafter referred to as the \u201cCompany\u201d, in the context of its compliance with the applicable provisions on soci\u00e9t\u00e9s anonymes (Law 4548\/2018), the corporate governance of listed companies (Law 4706\/2020), and the Greek Corporate Governance Code that it has adopted and applies, has established a Remuneration Policy for all members of its Board of Directors which is posted on its website <a href=\"http:\/\/www.kiriacoulis.com\">www.kiriacoulis.com<\/a> and following approval by the General Meeting, on the website <a href=\"http:\/\/www.yknot.gr\">www.yknot.gr<\/a>.<\/p>\n<p>The Remuneration Policy currently applied by the Company was initially approved by resolution of the Ordinary General Meeting of 29.07.2019 and subsequently amended by resolutions of the Ordinary General Meetings of 29.07.2020, 22.07.2024, and 10.07.2025, as well as the Extraordinary General Meeting of 4 November 2025. It has been implemented in accordance with the provisions of the Regulation of Operation of the Company\u2019s Remuneration &amp; Nomination Committee, which is also available on the Company\u2019s website <a href=\"http:\/\/www.kiriacoulis.com\">www.kiriacoulis.com<\/a>.<\/p>\n<p>Specifically, pursuant to Article 7 of its Regulation Of Operation, the Remuneration &amp; Nominations Committee is responsible for formulating proposals to the Board of Directors regarding the applicable Remuneration Policy, which is then submitted for approval to the General Meeting of Shareholders in accordance with Article 110(2) of Law 4548\/2018.<br \/>\nThese proposals concern, among other matters, the framework of remuneration and benefits of the members of the Board of Directors and senior executives, including the Head of the Internal Audit Unit.<\/p>\n<p>Within the same framework, the competent Departments of the Company shall regularly review whether the current Remuneration Policy remains aligned with the Company\u2019s business strategy or whether amendments are required.<br \/>\nFurthermore, pursuant to Article 110(2)(b) of Law 4548\/2018, companies are required to submit an updated Remuneration Policy for approval by the General Meeting whenever there is a material change in the circumstances under which the approved Remuneration Policy was established.<\/p>\n<p>The current Remuneration Policy of the Company is available on its website at <a href=\"http:\/\/www.kiriacoulis.com\">www.kiriacoulis.com<\/a>.<\/p>\n<p><strong>2.Key Determinants<\/strong><\/p>\n<p>The main factors shaping the Company\u2019s Remuneration Policy for the members of the Board of Directors are as follows:<\/p>\n<ul>\n<li>The attraction of capable executives who can effectively contribute to the implementation of the Company\u2019s business plans and who possess the necessary qualifications and experience to perform their duties.<\/li>\n<li>The alignment of the prescribed remuneration and benefits with the size of the Company, the nature of its business activities, the level of responsibility of each member, and the degree of their commitment to corporate operations.<\/li>\n<li>The creation of both immediate and long-term value for the Company, its shareholders, and its employees.<\/li>\n<li>The Company\u2019s compliance with the applicable institutional and supervisory framework.<\/li>\n<\/ul>\n<p><strong>3.Remuneration and Benefits to Members of the Board of Directors<\/strong><\/p>\n<p>The Company evaluates, on an annual retrospective basis, the implementation of the above factors.<br \/>\nTaking into account the results of the latest evaluation and the need to renew the Board of Directors with the election of a new one at the forthcoming General Meeting, in line with the Company\u2019s current business plan, the following remunerations and benefits for the members of the Board of Directors are proposed:<\/p>\n<p><strong>a) Non-Executive Members<\/strong><br \/>\nTotal annual remuneration of ten thousand euros (\u20ac10.000), payable on a monthly basis.<\/p>\n<p><strong>b) Chairman of the Board (if Non-Executive)<\/strong><br \/>\nAdditional annual remuneration of fifteen thousand euros (\u20ac15.000), payable on a monthly basis.<\/p>\n<p>The non-executive members of the Board of Directors, including the Chairman, receive additional remuneration for their participation in or chairmanship of the Audit Committee and the Remuneration &amp; Nomination Committee, as described in detail below.<br \/>\nThe remuneration of non-executive members is subject to the deductions provided by the applicable tax and social security legislation.<\/p>\n<p>The remuneration is reviewed annually based on a recommendation from the Remuneration &amp; Nomination Committee to the Board of Directors, to ensure that it remains at an appropriate level within the framework set by the above key determinants of the Company\u2019s Remuneration Policy.<\/p>\n<p><strong>c) Executive Members<\/strong><br \/>\nTotal annual remuneration of fifty thousand euros (\u20ac50.000), payable on a monthly basis.<\/p>\n<p>The remuneration of executive members is subject to the deductions provided by the applicable tax and social security legislation.<\/p>\n<p>Remuneration is reviewed annually based on a relevant recommendation of the Remuneration &amp; Nomination Committee to the Board of Directors, to ensure that it remains at an appropriate level within the framework set by the above key determinants of the Company\u2019s Remuneration Policy.<\/p>\n<p>Executive members of the Board of Directors are engaged by the Company under a salaried mandate.<br \/>\nSuch agreements are of indefinite duration and include all necessary terms, such as duration, remuneration, termination clauses, description of duties assigned by the Board of Directors, avoidance of conflicts of interest, confidentiality, and any other terms agreed between the parties.<\/p>\n<p><strong>d) Members of the Audit Committee<\/strong><br \/>\nTotal annual remuneration of six thousand euros (\u20ac6.000), payable on a monthly basis.<\/p>\n<p><strong>e) Chairman of the Audit Committee<\/strong><br \/>\nAdditional annual remuneration of twelve thousand euros (\u20ac12.000), payable on a monthly basis.<\/p>\n<p><strong>f) Members of the Remuneration &amp; Nomination Committee<\/strong><br \/>\nTotal annual remuneration of three thousand euros (\u20ac3.000), payable on a monthly basis.<\/p>\n<p><strong>g) Chairman of the Remuneration &amp; Nomination Committee<\/strong><br \/>\nAdditional annual remuneration of six thousand euros (\u20ac6.000), payable on a monthly basis.<\/p>\n<p><strong>\u00a04.<\/strong><strong>Variable Remuneration<\/strong><\/p>\n<p>By means of a specifically reasoned decision of the Board of Directors, the Company may grant additional remuneration to members of the Board of Directors in the form of variable pay linked to the achievement of specific results.<br \/>\nVariable remuneration is paid once a year, after the publication of the Annual Financial Statements, provided that the set targets have been achieved, and within one (1) month from their approval by the Company\u2019s General Meeting.<\/p>\n<p><strong>\u00a05.<\/strong><strong>Benefits<\/strong><\/p>\n<p>In addition to the aforementioned remuneration, the Company may reimburse reasonable business expenses incurred by the members of the Board of Directors in the performance of their duties, in accordance with the Company\u2019s prevailing expense policy.<br \/>\nSuch expenses may include, indicatively, travel and accommodation costs, participation in training programs, and the purchase of professional development material.<\/p>\n<p>Furthermore, the Company may cover the insurance expenses of members of the Board of Directors under public or private insurance schemes and enter into insurance contracts with insurance companies to cover risks to which the members of the Board of Directors are exposed.<\/p>\n<p>Finally, the Company may allow the use of Company-owned and\/or leased vehicles by members of the Board of Directors and provide them with mobile devices and corresponding telecommunications service subscriptions.<\/p>\n<p><strong>6.Long-Term Incentive Plan<\/strong><\/p>\n<p>Aiming to create value for all stakeholders \u2013 employees, management, shareholders, and others \u2013 the Company encourages and rewards the implementation of its long-term business strategy.<br \/>\nIn this context, it recognizes and rewards value creation by setting long-term performance targets and granting own shares to members of the Board of Directors through the establishment of a free share award program, in accordance with the terms provided in the relevant General Meeting resolution concerning the number of shares offered, the terms of allocation, and any other related terms.<\/p>\n<p>Independent non-executive members of the Board of Directors are excluded from the program, in accordance with Article 9 of Law 4706\/2020.<\/p>\n<p><strong>7.Validity \u2013 Duration \u2013 Revision<\/strong><\/p>\n<p>This Remuneration Policy shall be valid for four (4) years from its approval by the General Meeting.<br \/>\nThe Remuneration Policy shall be submitted for approval to the General Meeting whenever there is a material change in the circumstances under which the approved Policy was established, and in any case every four (4) years from its approval.<\/p>\n<p>In case of revision of the Remuneration Policy, the relevant report of the Board of Directors must describe and explain all changes made to the Policy.<br \/>\nThe relevant resolution of the General Meeting of Shareholders must describe how the votes and views of shareholders on the Policy and related reports since the last vote on the Remuneration Policy have been taken into account.<\/p>\n<p><strong>8.Permitted Deviation<\/strong><\/p>\n<p>The Board of Directors may, under exceptional circumstances, apply a deviation from the provisions of this Policy regarding the remuneration of members of the Board of Directors, provided that such deviation is necessary for the long-term service of the Company\u2019s interests or to ensure its sustainability.<\/p>\n<p>Such deviation must be decided by the Company\u2019s Board of Directors with full quorum and a 100% majority of its members, must be duly justified, and shall remain in effect until the next Ordinary General Meeting of Shareholders.<\/p>\n<p>In this case, information regarding the deviation from the application of the Remuneration Policy, with an explanation of the exceptional nature of the circumstances and indication of the specific elements of the Policy that were deviated from, shall be included in the Remuneration Report pursuant to Article 112(2)(g) of Law 4548\/2018.<\/p>\n<p><strong>9.Pre-Existing Commitments<\/strong><\/p>\n<p>Upon approval of this Remuneration Policy, the Company retains the right to honour any contractual obligations already undertaken with members of the Board of Directors prior to the effective date of this Policy.<br \/>\nDetails of such payments (based on pre-existing contractual commitments) shall be presented in the Remuneration Report as they arice.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>1. Introduction \u201cY\/KNOT Invest S.A.\u201d hereinafter referred to as the \u201cCompany\u201d, in the context of its compliance with the applicable provisions on soci\u00e9t\u00e9s anonymes (Law 4548\/2018), the corporate governance of<\/p>\n","protected":false},"author":8,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[5],"tags":[],"class_list":["post-22391","post","type-post","status-publish","format-standard","hentry","category-management"],"_links":{"self":[{"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/posts\/22391","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/users\/8"}],"replies":[{"embeddable":true,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/comments?post=22391"}],"version-history":[{"count":1,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/posts\/22391\/revisions"}],"predecessor-version":[{"id":24587,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/posts\/22391\/revisions\/24587"}],"wp:attachment":[{"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/media?parent=22391"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/categories?post=22391"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/tags?post=22391"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}