Hellenic Code of Corporate Governance (Greece)

Preface : Corporate governance means the way companies are managed and controlled. Corporate governance involves a set of relationships between a company’s management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure by which the objectives of the company can be discussed and set, the key risks that the company faces identified, the means of attaining the corporate objectives determined and management’s performance in respect thereof monitored. Aims of The Code (herein referred as Hellenic code): Key objectives of this Code are:

1. to educate and guide boards of directors of companies on governance best practice.
2. to improve shareholder information and participation in corporate affairs whether domestic or foreign, retail or institutional.
3. to offer a readily accessible reference system for listed companies required to disclose information annually about their corporate governance.
4. to promote best practice governance in the corporate sector as a whole and thus have a broader impact on the competitiveness of the National  economy, which is largely driven by smaller non-listed companies.

Structure: The Code is divided into two types of provisions: “general principles” and “special practices”. General principles applicable to all companies whether listed or not and, are general in their nature due to their broad scope of applicability, they provide a best practice point from which most corporate governance issues can be viewed. Special practices concerned only with listed companies and develop the principles and provide more detailed and specific guidance regarding their implementation and rendering governance disclosures more efficient and raising the transparency. The Board and its members: Key Roles and Responsibilities of the board:

1. The board is competent to decide on every act concerning the management of the company, the administration of its assets and the pursuance of the company’s object, within the limits of the law and except for matters decided by the general meeting of shareholders.
2. Law also allows the board to delegate certain decision making powers to one or more board members or third parties. These persons may further delegate the assigned powers to other board members or third parties, provided that this is not prohibited by the company’s statutes.
3. Moreover, every member of the board should manage the company’s affairs with the diligence of a prudent businessman.
4. The board, nevertheless, remains fully responsible for decisions under its responsibilities.
5. There are general principles and special practices for listed companies.

Size and Composition- General principles:

• The Law requires a minimum of three members and allows shareholders to determine board size in the statutes. Best practice suggests that the board’s size and composition should reflect a balance between executive, non-executive and independent non-executive members.
• Ultimately the status of a board member as executive or non-executive is determined by the board and validated by the general meeting of shareholders
• The size and composition of the board should enable the effective fulfillment of its responsibilities and reflect the size, activity and ownership of a company.

The board should be diversified as to gender and include a diversity of skills, views, competences, knowledge, qualifications and experience, relevant to the business objectives of the company. Special practices for listed entities : The board should contain no fewer than 7 and no more than 15 members. The board should be composed of a majority of non-executive board members (including independent non-executive members) and include at least 2 executive members. The board should comprise independent non-executive members who are free of material conflict of interest with the company and do not have close ties with the management, controlling shareholders or the company. The independent members of the board should account for at least one third of the members of the board. Duties and Conduct of Board Members:

• Board members should act with integrity and in the best interest of the company, as well as protect the confidentiality of information that has not been disclosed to the public.
• Board members should also limit the number of other professional commitments (in particular any directorships held in other companies) to the extent that allows for their satisfactory performance as board members and should endeavor to attend all meetings of the board and the relevant committees.

Functioning of the Board:

• The board should meet sufficiently regularly to discharge its duties effectively. The board should be supplied by the management in a timely manner with information in a form and of a quality to enable it to discharge its responsibilities effectively
• For listed Entity at the beginning of every calendar year, the board should adopt a calendar of meetings and a 12-month agenda, which may be reviewed depending on the company’s needs, to ensure that it properly, fully and timely fulfils its responsibilities and adequately considers all matters submitted to it for consideration.
• For Listed Entity the board should be assisted by a competent, suitably qualified and experienced company Secretary, who attends board meetings. All board members should have access to the services of the company secretary, a senior employee or attorney, whose role is to provide practical support to the chairman and other board members, both as a group and individually, and ensure that the board complies with internal rules and relevant laws and regulations.

Level and Structure of Remuneration: For Executive Board Members: The level and structure of remuneration should aim to attract, retain and motivate board members, executives and employees who will add value to the company with their skills, knowledge and experience. A company should avoid paying more than is necessary for this purpose. The board should have a clear view as to how the company is paying its top talents. For Listed Entities the remuneration of executive board members should be linked to the corporate strategy and should be aligned with the company’s objectives, as well as its aim to create long-term value. Accordingly, executive remuneration should ensure an appropriate balance between

1. fixed components (i.e. basic salary);
2. variable performance-related components including annual cash bonus payments and, when deemed necessary, share-related long-term incentives (i.e. restricted shares with lock-in period18, stock options and comparable instruments);
3. other contractual arrangements such as pension, severance payments, significant fringe benefits (including in-kind benefits) and other awards.

For Non-Executive Board Members: For listed Entity the remuneration of non-executive board members is approved by the general meeting of shareholders on proposal by the board and reflects their time commitment and range of responsibilities. Non-executive remuneration should not include any bonus, stock options or compensation directly related to performance. The board should determine and propose to the shareholders basic annual board fees as well as, eventually, additional fees for members who serve as members or chairmen of board committees. Relations with shareholders: Communication with Shareholders: The board should maintain a continuous and constructive dialogue with the company’s shareholders, especially those who hold significant stakes and have a long-term perspective. For Listed Entities the board should maintain a continuous and constructive dialogue with the company’s shareholders, especially those who hold significant stakes and have a long-term perspective. General Meeting of Shareholders: The board should ensure that the preparation and conduct of the general meeting of shareholders allows for the active and well-informed exercise of shareholders’ ownership rights. The board should ensure, within the framework set out by the company’s statutes that as many shareholders as possible, including minority, foreign and remotely residing, have the opportunity to participate in the general meeting of shareholders. - For Listed Entity taking into consideration all legal requirements, the company should ensure that the convocation for the general meeting of shareholders and relevant information are effectively communicated to the shareholders in Greek and English at least 20 days before the meeting. This information includes:

• the date, time and location of the general meeting of shareholders
• voting procedures, proxy procedural terms and the forms to be used for proxy voting;
• the proposed agenda of the meeting, including resolutions and accompanying documents;
• the proposed list of candidates for board membership, if applicable, and their biographies;
• the total number of outstanding shares and voting rights at the date of the convocation.

Conclusion In order to create the transparency necessary for investors, companies must consider each of the recommendations and provide information on whether or not they will be complying with the recommendation concerned. The descriptions provided for each of the recommendations must therefore be specific and adequate.