{"id":22831,"date":"2025-12-20T12:00:49","date_gmt":"2025-12-20T10:00:49","guid":{"rendered":"https:\/\/www.kiriacoulis.com\/corporate\/?p=22831"},"modified":"2026-03-26T14:41:33","modified_gmt":"2026-03-26T12:41:33","slug":"regulation-of-operation-of-the-audit-committee","status":"publish","type":"post","link":"https:\/\/yknot.gr\/ir\/regulation-of-operation-of-the-audit-committee\/","title":{"rendered":"Regulation of Operation of the Audit Committee"},"content":{"rendered":"<p>[vc_row][vc_column][vc_column_text]<strong>1. Introduction<\/strong><\/p>\n<p>The present Regulation of Operation of the Audit Committee constitutes an integral part of the Company\u2019s Internal Regulation and is drafted in accordance with the provisions of Laws 4449\/2017 and 4706\/2020, as well as the current regulatory framework for corporate governance.<\/p>\n<p>This Regulation defines the role, responsibilities, and key operating principles of the Audit Committee and is made public for reasons of transparency towards shareholders and the investing public. The present Regulation may be amended at any time by a relevant decision of the Board of Directors.<\/p>\n<p>The Audit 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 operation of the Audit Committee complies with the specific requirements of Article 10 of Law 4706\/2020, which defines the framework for the organization, operation, composition, and exercise of duties of the Board of Directors&#8217; committees.<\/p>\n<p><strong>2. Purpose of the Audit Committee<\/strong><\/p>\n<p>The Audit Committee assists the Board of Directors in fulfilling its supervisory role regarding financial reporting, the effectiveness of the internal control system, and the Company\u2019s compliance with the Legal and Regulatory framework and the Internal Operating Regulation. To fulfill this purpose, the Audit Committee utilizes any resources it deems appropriate, including services from external consultants.<\/p>\n<p><strong>3. Composition and Tenure of the Audit Committee<\/strong><\/p>\n<p>The Audit Committee consists of at least three (3) members. It is either: a) a committee of the Company&#8217;s Board of Directors, consisting of its non-executive members, or b) an independent committee, consisting of non-executive members of the Board of Directors and third parties, or c) an independent committee, consisting solely of third parties who meet the independence requirements. In each of the above cases, the independence provisions of Law 4706\/2020 (A&#8217; 136) regarding independent members are met, a fact which is adequately justified and recorded during their election and the renewal of their term. The type of the Audit Committee, its tenure, the number, and the capacities of its members are decided by the General Meeting of the Company&#8217;s shareholders. The members of the Audit Committee are appointed by the Board of Directors following a proposal by the Nomination Committee, when it constitutes a Board committee, or by the General Meeting of shareholders, when it constitutes an independent committee. The members of the Committee, who are in their majority independent, are responsible for appointing the Chair of the Committee, who must be independent.<\/p>\n<p>The composition and operation of the Audit Committee comply with Article 44 of Law 4449\/2017, which sets the minimum requirements for independence, knowledge of financial accounting\/auditing, and the method of appointment and tenure of its members.<\/p>\n<p>Any member of the Audit Committee may resign by notifying their intention in writing or orally to the Chair of the Audit Committee, simultaneously communicating the resignation to the Chair of the Company\u2019s Board of Directors.<\/p>\n<p>In the event of resignation, death, or loss of membership status, the Board of Directors shall appoint a new member from its existing members to replace the departed member for the period until the end of their term. When the member is a third party (not a member of the Board of Directors), the Board of Directors appoints a third party as a temporary replacement, and the subsequent General Meeting proceeds to either appoint the same member or elect another for the remaining duration of the term in the Audit Committee. The Company shall make the required announcements within twenty (20) days of the meeting of the Board of Directors or the General Meeting and shall submit to the Hellenic Capital Market Commission copies of the minutes of the meetings of its competent bodies (Board of Directors or General Meeting and Audit Committee), regarding the composition, staffing, and specifically the appointment, election, or replacement, as well as the tenure of the members of the Audit Committee. The formation of the Audit Committee considers the obligation for balanced gender representation in accordance with Articles 3A and 3B of Law 4706\/2020, ensuring that each gender is represented by at least 25%.<\/p>\n<p><strong>\u00a04. <\/strong><strong>Staffing of the Audit Committee<\/strong><\/p>\n<p>The members of the Audit Committee must possess proven sufficient knowledge of the sector in which the Company operates, which shall be demonstrated through their professional career and\/or their theoretical training. At least one member, among the independent members, who possesses sufficient knowledge and experience in financial accounting or auditing (to be demonstrated through their professional career and\/or theoretical training) must mandatorily attend the meetings of the Audit Committee regarding the review of the financial statements and the notes thereto, prior to their approval by the Board of Directors.<\/p>\n<p>The members of the Audit Committee must meet the individual and collective suitability criteria, as defined in the Company&#8217;s Suitability Policy, which has been drafted in accordance with Article 3 of Law 4706\/2020.<\/p>\n<p>&nbsp;<\/p>\n<p><strong>5. Remuneration of Audit Committee Members<\/strong><\/p>\n<p>The members of the Audit Committee are remunerated based on the approved Remuneration Policy.<\/p>\n<p>&nbsp;<\/p>\n<p><strong>6. Duties and Responsibilities of the Audit Committee<\/strong><\/p>\n<p>The duties and responsibilities of the Audit Committee include the following:<\/p>\n<p><strong>A. External Audit<\/strong><\/p>\n<p>The Audit Committee monitors the process and the conduct of the statutory audit of the Company&#8217;s individual and consolidated financial statements. In this context, it informs the Board of Directors by submitting a relevant report on the outcome of the statutory audit and, where applicable, on the outcome of the assurance of the sustainability report submission. It explains how the statutory audit and the assurance of the sustainability report contributed to the integrity of the financial reporting and the sustainability report respectively, as well as the role of the audit committee in said process, explaining in detail:<\/p>\n<ul>\n<li>The contribution of the statutory audit to the quality and integrity of financial reporting, i.e., to the accuracy, completeness, and correctness of financial information, including the relevant disclosures approved by the Board of Directors and made public.<\/li>\n<li>The role of the Audit Committee in the above process, i.e., recording the actions taken by the Audit Committee during the conduct of the statutory audit.<\/li>\n<\/ul>\n<p>As part of the aforementioned briefing to the Board of Directors, the Audit Committee takes into account the content of the supplementary report submitted by the certified public accountant, which contains the results of the statutory audit performed and meets at least the specific requirements of Article 11 of Regulation (EU) No. 537\/2014 of the European Parliament and of the Council of April 16, 2014.<\/p>\n<p>The Audit Committee is also informed by the certified public accountant on the annual statutory audit program before its implementation, performs an evaluation of it, and ensures that the annual statutory audit program will cover the most significant audit areas, considering the Company&#8217;s main areas of business and financial risk. Furthermore, the Audit Committee submits proposals and other significant matters to the B.o.D. when it deems appropriate and monitors Management&#8217;s response to approved corrective actions, if applicable.<\/p>\n<p>To implement the above, the Audit Committee may hold meetings with Management\/competent executives during the preparation of financial reports, as well as with the certified public accountant during the audit planning stage, during its execution, and during the audit report preparation stage.<\/p>\n<p>Within the scope of its responsibilities, the Audit Committee must consider and examine the most significant issues and risks that may impact on the Company&#8217;s financial statements, as well as Management&#8217;s significant judgments and estimates during their preparation.<\/p>\n<p>For this purpose, the Audit Committee communicates timely with the certified public accountant in view of the preparation of the audit report and the latter\u2019s supplementary report to the Audit Committee. Additionally, the Audit Committee reviews the financial reports before their approval by the Board of Directors, to assess their completeness and consistency in relation to the information brought to its attention as well as the accounting principles applied by the Company and informs the Board of Directors accordingly.<\/p>\n<p>Furthermore, the Audit Committee reviews and monitors the independence of the certified public accountants or audit firms in accordance with Articles 21, 22, 23, 26, and 27, as well as Article 6 of Regulation (EU) No. 537\/2014, and especially the appropriateness of the provision of non-audit services in accordance with Article 5 of Regulation (EU) No. 537\/2014. It is responsible for their selection process and proposes the certified public accountants or audit firms to be appointed in accordance with Article 16 of Regulation (EU) No. 537\/2014.<\/p>\n<p><strong>B. Financial Reporting<\/strong><\/p>\n<p>The Audit Committee is informed by Management about the process and schedule for drafting financial information; it monitors, examines, and evaluates the financial reporting preparation process, i.e., the production mechanisms and systems, the flow, and the dissemination of financial information produced by the involved organizational units of the Company, and submits recommendations or proposals to ensure its integrity. It also monitors, where applicable, the sustainability reporting process, including the electronic reporting process as referred to in Article 154B of Law 4548\/2018, and the process carried out by the undertaking to determine the information submitted in accordance with the sustainability reporting standards adopted pursuant to Article 154A of Law 4548\/2018, and submits recommendations or proposals to ensure its integrity. The above actions of the Audit Committee also include other information made public in any way (e.g., stock exchange announcements, press releases) related to financial information. In this context, the Audit Committee informs the Board of Directors of its findings and submits proposals for improving the process, if deemed appropriate, and monitors Management&#8217;s response thereto.<\/p>\n<p><strong>C. Internal Audit Department<\/strong><\/p>\n<p>The Audit Committee monitors the operation of the Internal Audit Department in accordance with professional standards and the current legal and regulatory framework, and evaluates its work, adequacy, and effectiveness, without affecting its independence. It is responsible for recommending to the Board of Directors the approval of the Internal Audit Department Operating Regulation. It is also responsible for evaluating the staffing and organizational structure of the Internal Audit Department and identifying any weaknesses. It recommends to the Board of Directors the appointment of the Head of the Internal Audit Department and evaluates them on an annual basis. If deemed appropriate, it submits proposals to the Board of Directors to ensure the Internal Audit Department has the necessary resources, is adequately staffed with personnel possessing sufficient knowledge, experience, and training, that there are no restrictions on its work, and that it possesses the required independence.<\/p>\n<p>The Audit Committee approves and evaluates the annual audit plan of the Internal Audit Department and provides its opinion on the Company&#8217;s risk assessment upon which the plan was based, considering the main areas of business and financial risk as well as the results of previous audits. It also examines whether the annual audit plan covers the most significant audit areas and systems related to financial reporting and submits it, if deemed necessary, to the B.o.D. for its information. It is informed about the requirements for necessary resources and the implications of restricting resources or the audit work of the Internal Audit Department in general. Furthermore, the Audit Committee takes note of the work of the Internal Audit Department and its reports (regular and extraordinary) and monitors the briefing of the Board of Directors regarding their content and the Company&#8217;s main risks and uncertainties concerning financial reporting. Specifically, it receives quarterly reports from the Internal Audit Department, which include the most significant issues and the Unit&#8217;s proposals regarding its duties, which the Audit Committee presents and submits to the B.o.D. along with its observations, if deemed necessary. It also holds regular meetings with the Head of the Internal Audit Department to discuss matters within their competence, the progress of the implementation of B.o.D.-approved corrective actions and informs the B.o.D. if required.<\/p>\n<p><strong>D. Internal Control System<\/strong><\/p>\n<p>The Audit Committee monitors the effectiveness of the enterprise&#8217;s internal control, quality assurance, and risk management systems and, where applicable, its internal audit department, regarding the financial reporting of the audited entity and, where applicable, the entity&#8217;s sustainability reporting, including the relevant electronic reporting process referred to in Article 154B of Law 4548\/2018, without violating the independence of that entity. The Audit Committee monitors the effectiveness of the internal control system primarily through the work of the Internal Audit Unit and the work of the certified public accountant. Additionally, within the framework of the sound operation of the internal control system, the Audit Committee:<\/p>\n<ul>\n<li>Is responsible for the selection process of the independent evaluator in accordance with decision no. 1\/891\/30.9.2020 of the Hellenic Capital Market Commission.<\/li>\n<li>Monitors the implementation of the Suitability Policy of the corporate governance system.<\/li>\n<li>Monitors the implementation of the conflict-of-interest prevention policy for the Company&#8217;s senior executives.<\/li>\n<li>Submits an annual activity report to the ordinary General Meeting of shareholders, based on its responsibilities.<\/li>\n<\/ul>\n<p><strong>E.Risk Management<\/strong><\/p>\n<p>The Risk Management Department reports to the Audit Committee. Specifically, the Audit Committee reviews the management of the Company&#8217;s main risks and uncertainties and their periodic review. In this context, it evaluates the methods used by the Company to identify and monitor risks, the mitigation of the most significant ones through the internal control system and the Internal Audit Department, as well as their correct disclosure in published financial information. The Audit Committee is informed on risk management issues by the Risk Management Officer through regular reports and the annual risk management report. Regarding the results of all the above actions, the Audit Committee informs the Board of Directors of its findings and submits proposals for the implementation of corrective actions, if deemed appropriate.<\/p>\n<p><strong>F.Regulatory Compliance<\/strong><\/p>\n<p>The Audit Committee is the competent body through which the Regulatory Compliance Department reports to the Company&#8217;s Board of Directors. Specifically, the Audit Committee:<\/p>\n<ul>\n<li>Is informed on Regulatory Compliance issues and on any identified significant violation of the current institutional and supervisory framework.<\/li>\n<li>Is informed on a regular basis on the activities of the Regulatory Compliance Department through regular reports. It receives the annual summary report on the annual Regulatory Compliance work program, prepared by the Compliance Officer.<\/li>\n<li>Approves the annual Regulatory Compliance action plan and monitors its implementation.<\/li>\n<\/ul>\n<p>The Audit Committee supervises, in cooperation with the Regulatory Compliance Unit, the implementation of the obligations under Regulation (EU) 596\/2014 (MAR) regarding the management of inside information, the maintenance of lists of people with access to inside information, and the process for the timely and correct disclosure of privileged information.<\/p>\n<p><strong>G.Access to Information<\/strong><\/p>\n<p>The Audit Committee has full and unhindered access to all information, records, departments, and executives of the Company, in accordance with Article 44 of Law 4449\/2017, to fulfill its duties and supervisory responsibilities<strong>.<\/strong><\/p>\n<p><strong>7. Operation of the Audit Committee<\/strong><\/p>\n<p>The Audit Committee meets whenever deemed appropriate by its Chair for the smooth execution of its responsibilities. The Chair is responsible for inviting the members of the Audit Committee to a meeting, deciding on the agenda items, and setting the date and time of the meeting after consultation with the members. The invitation is communicated (via email, telephone call, or video call) to the members at least two (2) business days prior to the meeting. The invitation specifies the agenda items, date, time, and location of the meeting. The agenda items and relevant documents shall normally be made available to each member at least two (2) business days before the meeting in hard copy or electronic form.<\/p>\n<p>The Audit Committee is in quorum and meets validly when at least two members are present; participation by proxy is not permitted. Decisions are taken by an absolute majority of the members present, and in the event of a tie, the Chair of the Audit Committee shall have the casting vote.<\/p>\n<p>The Audit Committee appoints its secretary, who keeps detailed minutes of the Committee&#8217;s meetings. The minutes are drafted in Greek, in electronic form, and do not require numbering. They are approved and signed by the members of the Audit Committee present at each meeting. In the case of electronic submission of minutes for approval, an email message must be received from each committee member stating their agreement with the content of the minutes.<\/p>\n<p>The minutes and the electronic messages of the committee members (which are equivalent to signatures), which in this case constitute the Minutes Book of the Audit Committee meetings kept in electronic form, are stored on electronic media located within the Company&#8217;s headquarters (registered office).<\/p>\n<p>In any case, the Chair of the Audit Committee bears the responsibility for carrying out all the procedures for keeping the minutes. The minutes are made available to all members of the Audit Committee and the Board of Directors. Copies of these minutes may be issued by the Chair of the Audit Committee and the Chair of the Company&#8217;s Board of Directors.<\/p>\n<p>The Audit Committee has the option to invite to its meetings, whenever deemed appropriate, any member of the Board of Directors, any employee of the Company, or any person it deems to be able to assist in its work.<\/p>\n<p>Meetings of the Audit Committee with the physical presence of its members are held at the Company&#8217;s headquarters. Alternatively, the Audit Committee may meet via videoconference in accordance with the provisions of Article 90 of Law 4548\/2018, with equivalent force and validity of decisions as meetings with physical presence. In any case, the participation of an Audit Committee member in a meeting via visual or audio connection shall be considered valid.<\/p>\n<p>The Audit Committee drafts and submits an Annual Activity Report to the Ordinary General Meeting of the Company&#8217;s shareholders. The Annual Activity Report of the Audit Committee is issued jointly with the Company&#8217;s Annual Financial Report, constituting a distinct part of its content.<\/p>\n<p>[\/vc_column_text][\/vc_column][\/vc_row]<\/p>\n","protected":false},"excerpt":{"rendered":"<p>[vc_row][vc_column][vc_column_text]1. Introduction The present Regulation of Operation of the Audit Committee constitutes an integral part of the Company\u2019s Internal Regulation and is drafted in accordance with the provisions of Laws<\/p>\n","protected":false},"author":2,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[5],"tags":[836],"class_list":["post-22831","post","type-post","status-publish","format-standard","hentry","category-management","tag-regulation-of-operation-of-the-audit-committee"],"_links":{"self":[{"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/posts\/22831","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\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/comments?post=22831"}],"version-history":[{"count":2,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/posts\/22831\/revisions"}],"predecessor-version":[{"id":24830,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/posts\/22831\/revisions\/24830"}],"wp:attachment":[{"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/media?parent=22831"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/categories?post=22831"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/tags?post=22831"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}