The independence of the BoD members is based on international best practice standards, which are widely reflected in the Hellenic Code of Corporate Governance and article 4 of Law 3016/2002.
Regarding the independence of our Chairman however, we do not share the view of Greek law which stipulates that a non-executive Chairman cannot be independent.
We therefore based our independence assessment on the following criteria:
1. The independent non-executive members must be free of conflicts of interest with the company and do not have close ties neither with Management nor major shareholders or the company.
2. During their tenure, independent non-executive members are not allowed to own more than 0.5% of the company’s share capital or to have a relation of dependence with the company or persons related to the company.
3. In determining the independence of BoD members, including those proposed for nomination, the BoD should consider that a relation of dependence exists when a member:
A. is (as stipulated in Law 3016/2002) or has been an employee, senior executive of the BoD of the company or its subsidiaries within the last three (3) years;
B. receives or has received during the 12 months prior to appointment any compensation from the company other than the BoD membership fees approved by the General Meeting of the company’s shareholders;
C. has (as stipulated in Law 3016/2002) or has had within the past year a material business relationship with the company or its subsidiaries, particularly as a significant client, supplier or consultant of the company, or as a partner, shareholder, BoD member or senior executive of an entity that has such a relationship with the company or its subsidiaries;
D. has been the external auditor of the company or its subsidiaries, or has been a partner or employee of a firm which provides external auditing services to the company or its subsidiaries, within the last three (3) years;
E. has (as stipulated in Law 3016/2002) a second degree kinship with or is the spouse of a non-independent BoD member, senior executive, adviser, or significant shareholder of the company or its subsidiaries;
F. controls, directly or indirectly through related parties, more than 10% of the voting rights of the company or represents a significant shareholder of the company or its subsidiaries.»