Skip to main content

The Group

Board of Directors

The Board of Directors is the highest governing body of Quest Holdings (or Company) and is responsible for the management of the company, its assets and the realization of its purpose. In addition, and in cooperation with the Management of the subsidiary companies, it has the ultimate responsibility for the Group's strategy, the establishment of the Group's priorities, general principles and policies. According to the Company's Articles of Association, the BoD shall consist of a minimum of seven (7) to a maximum of ten (13) members, who may be executive, non-executive and independent non-executive members.

Mr Theodore Fessas is the founder and major shareholder of Quest Holdings. Quest Holdings was founded in 1981 (as Info-Quest), is listed on the Athens Stock Exchange (1998) and operates through its affiliates in the IT sector (InfoQuest Technologies, iSquare, iStorm, Uni Systems, FoQus) in e-commerce (www.you.gr), in courier services (ACS Courier Services), in renewable energy sources (Quest Energy) and in air conditioning products and services (Clima Quest).

He served as President of SEV - Hellenic Federation of Enterprises (2014-2020). He is the Honorary President of the Federation of Hellenic Information Technology and Communications Enterprises (SEPE) and member of the Board of the Foundation for Economic and Industrial Research (IOBE).

He studied Electrical Engineering at the National Technical University of Athens and holds a Master in Thermodynamics from the University of Birmingham, UK.

Ms. Koutsoureli is a graduate of the Deree College with studies in Business Administration and Economics. She has developed her own business in the sector of trade and has worked with Info-Quest since its inception until 1984 when the SA was founded and, as a founding member, is a major shareholder. She worked in various administrative areas of the company, contributing to the development and transformation of the company to a Group of Companies with activities in the fields of Digital Technology, Postal Services and Renewable Energy Sources. For many years she managed the sector of Marketing and Communications in Information and Communications, while maintaining the position of Director of Corporate Affairs and Communications of the Group's companies. In 2013 she was appointed President of the CSR Committee of the Board for the introduction of CSR and Sustainability Strategies in the companies of the Group. Since 2015 she is Vice Chairwoman of Quest Holdings and a member of the Board of the Group's companies, while in 2007-2010 she served as a member of the Board of Directors of the Federation of Hellenic Information Technology and Communications Enterprises (SEPE). She also serves as Board member in various organizations and charities.
Mr. N. Karamouzis holds the position of President of Grant Thornton, Greece and Executive Chairman of SMERemediumCap, while he is also Vice Chairman of the Board of Eurobank Cyprus LTD and the member of the Board of Eurobank Private Bank Luxembourg S.A.

He is a Member of the Advisory Board of diANEOsis, a Member of the Board of the Onassis Foundation, Member of the Board at Quest Holdings SA, Member of the Board at the Foundation for Economic and Industrial Research (IOBE), Member of the Advisory Committee of the Charitable Organization "Mission", Holy Archdiocese of Athens, Member of the Advisory Committee of Stanton Chase, Member of the ELIAMEP Advisory Committee and participates in the Committee of Wise Men of Greece.

Until March 2019, he was Chairman of the Board of Eurobank Ergasias A.E. and Chairman of the Board of the Hellenic Banking Association. At Eurobank Ergasias SA he was also the Chairman of the Strategic Planning Committee and a member of the Risk Committee and Nominations Committee, of the Legal Scientific Council of the Bank.

He held the position of Managing Director at GENIKI Bank and the Management Consultant & Member of the Strategic Planning Committee of the Piraeus Bank Group. He has served as Deputy Chief Executive Officer of Eurobank, Head of Wholesale Banking for 14 years, Deputy Governor at the National Bank of Greece, President of ETEVA, Deputy Governor at ETVA, Managing Director at the Foreign Exchange Department at the Bank of Greece and Advisor at Cleveland United States and Vice President of BSE.

He is an Emeritus Professor at the University of Piraeus. Holder of a degree in Economics, University of Piraeus, Master Degree in Economics, American University, USA. and Ph.D. with a specialization in Monetary Policy & International Economics, Pennsylvania State University, USA.
Apostolos Georgantzis holds the position of CEO of Quest Holdings from the end of 2015 while holds the position of CEO of ACS since the end of 2003.
He has studied Mechanical Engineering at Imperial College of Science Technology and Medicine (Great Britain) where he completed his postgraduate studies and holds BEng and MSc.
He has worked as an executive, freelancer and entrepreneur in various positions in the fields of construction, investment and IT. A. Georgantzis was born in Piraeus in 1968, speaks English, French, is married and father of two children.
He was born in 1959 in Piraeus. He studied Economics at the University of Piraeus and is a graduate of the annual MBA course of the Hellenic Management Association (HMA) and the annual Management Program of the International Federation of Periodical Publishers (FIPP). He has experience in numerous business sectors from different management positions, such as Financial Manager, Operations Manager, CFO and General Manager. He joined Quest Group in 2003 as the General Financial and Administration Director of the Group.
He is a graduate Mechanical Engineer (NTUA), holds an MBA (Manchester Business School), PhD and Post Doc (London Business School). He is a founding member and Chairman of the Board of Directors of BPM, a board member and chairman of the audit committee of MOTODYNAMICS, Venture Partner at the Odyssey Venture Partner Fund, a founding member of high-tech start ups and IOBE BoD member. He served as Executive Member of the Group INTRACOM Holdings, CEO of the Group INTRACOM IT Services, Chairman of the Board of Attica Telecommunications, INTRACOM Jordan, INTRACOM IT Services Denmark, Encode, and executive member of INTRACOM Telecom, Hellas on Line, Intrakat, MOREAS etc. He has been a Research Fellow at London Business School, an extraordinary professor at the Athens University of Economics and Business and has published scientific papers in international scientific journals.
PwC Greece
A Fellow of the Institute of Chartered Accountants England & Wales (ICAEW), born in London and educated in the UK. Engaged by PwC UK, London, for 13 years and 26 years by PwC Greece, Athens. A Greek firm partner for 23 years and Executive Committee member for over 15 years holding senior leadership positions.
PwC Greece 1994 to present day
Served as PwC Greece Audit and Assurance practice leader (2009 to 2015), with some 450 clients and around 320 staff. Overall responsibility for a client portfolio including Coca-Cola Hellenic Bottling, Eurobank Ergasias, Piraeus Bank, Interamerican, Eurolife, Hellenic Petroleum, OTE, Vodafone, Quest Group, Ellaktor and many other leading Greek Corporates.
Over the period, lead audit engagement partner on a wide variety of clients including Eurobank Ergasias, Piraeus Bank, Emporiki Bank, Credicom Bank and Leaseplan Hellas.
Founded in 1994 and led PwC’s Deals and Transaction Advisory Services business until 2009, developing it into the largest dedicated investment advisory team in Greece. Advisor on numerous transactions across multiple industries with significant focus on banking. Advisor on the acquisitions of Interbank, Ergasias Bank, ETVA, Bank of Athens, Bank of Central Greece, Greek Branches of Nat West and Barclays, Telesis Investment Bank, Proton Bank and other banking institutions. Led the financial and commercial due diligence for 3E on its merger with Coca Cola Beverages Plc forming one of the world’s largest bottling groups operating across 28 countries. Deals clients have included large Private
Equity investors and multinational corporations.
Founded and led PwC Greece’s NPL advisory team. Lead engagement partner on numerous assignments including: - National Bank of Greece 2008 mortgage and consumer portfolio disposals - Emporiki Bank 3 mixed portfolio disposals - Citi Bank Greece consumer NPL portfolio remediation strategies – Davidson Kempner short listed bidder for Piraeus Bank’s Corporate NPL portfolio. With PwC Spain colleagues, introduced to Greece the NPL servicer carve-out transaction framework implemented in 2019 and 2020 at Eurobank Ergasias, Piraeus Bank and Alpha Bank.
Clients & Markets leader for Greek firm (2015 till present), working across the client service spectrum and PwC International network to develop strategies to serve clients emerging requirements. Promoting good Corporate Governance by facilitating a variety of C-suite Governance workshops with Greek listed company boards and by working with the Non-Executive Directors Club in Greece and the UK’s Non-Executive Directors Association (NEDA).
Non-Executive Director positions held
PQH BoD since 2016. The single liquidator platform for 16 resolved banking institutions, regulated by Bank of Greece, with €9 bn (GBV) of NPL assets. PQH has, inter alia, unified and streamlined the formerly disparate collection and recovery processes and recently closed the sale of a €1 bn of consumer loans portfolio achieving record high pricing. Further significant and innovative transactions in the pipeline. 2016
Augmentor Fund – Chairman of the Board since establishment in late 2020, an Alternative Investment Fund regulated by Cysec, mandated to invest in renewables PV and Wind with innovative storage solutions and related technologies. Pipelines being developed in Cyprus and Greece with strategic anchor, financial institution and HNWI investors.
Fresh-Life UG – Chairman of the Advisory Board since 2020, an early stage German registered company with a B2C infant nutrition business (Germany, UK and Nordics) online subscription model. Campion School and St Catherine’s School - Honorary treasurer, Non-executive, on Board of Governors of St Catherine’s School (1996 - 2003) and at Campion School (2008 – 2014), both not for profit organizations.
Key skills
Analytical skills around strategy development and advice, financial analysis and assessment, investment/transaction structuring, accounting and regulatory impact evaluation, ESG strategies and framework development. Analysis and remediation of corporate governance best practices fit for purpose.
Business development strategies and implementation skills including mentoring other partners and PwC staff on pitches to ensure best practice skills are applied for success. These skills are primarily identifying client needs, effective meeting and soft skills, distinctive and impactful presentation skills and skills to secure projects, including creative fee structures and negotiations.
Nurturing cultural change by communicating Organisational Purpose, promoting relevant Values and Behaviours and by developing impactful campaigns to embed and refresh. Significant focus on leveraging technology tools.
“Connecting the dots” within and across organisations to develop innovative solutions and opportunities.
Achieved through nurturing trust and strong communication and related soft/empathy skills.
Organising and delivering relevant impactful C suite client conferences. Public speaking and presentationskills – recent examples include chairing PwC flagship events such as “Future of Banking” King George hotel 6 November 2019 with some 200 delegates, Tackling Greece’s NPL challenges, Steigenberger Hoff Frankfurt 26 January 2019, around 140 delegates including SSM executives and leadership.
Pro Bono work
Mentoring startups and early stage businesses on business, financial planning and analysis skills, done through PwC’s Corporate Responsibility Programme. Ongoing
An elected member of the ICAEW (Institute of Chartered Accountants England & Wales) Governance Council 2017 to 2019 for Europe and Eurasia territory.
A regular public speaker on business areas of expertise (Banking strategy, NPLs, Acquisition Value Creation, Corporate Restructuring) and on strategies to tackle uncertainty, volatility and risk for both businesses and individuals.
PwC UK, Bermuda and US 1981 to 1994
1986 until 1994 - PwC’s London Deals, working across the service portfolio - valuation advice, due diligence on multi-national transactions, M&A financial advice including advice on listed company hostile takeovers, supporting both bidders and targets. Advising creditor banks on their distressed exposures by assessing business recovery strategies and debt restructuring options. Forensic investigations including cross border corporate fraud and money laundering. Worked in New York and Silicon Valley on acquisition/investment projects for European clients.
1981 until 1986 - PwC London Audit practice, major clients were Ford Motor Company, Aegon Insurance., Dresdner Bank and Oxford University Press. Included a short-term auditing secondment to Bermuda for 6 months to work on a variety of multinational captive insurance clients.
Personal
Dual Nationality, British and Cypriot, based in Athens. Married, 2 grown children, enjoys robust health regime including tennis and other regular fitness programmes.
Maria Damanaki was born on the Greek island of Crete (31, May 1952). She graduated with honors from the National Technical University of Athens with a Master of Science in chemical engineering. She has also a one-year Degree from Lancaster University on Gender issues. She speaks three European languages: Greek (mother tongue), English and French. Maria Damanaki has authored four books on European issues, human rights, education and women’s rights.

Political Career
• Active in the underground student opposition to the dictatorship in Greece (1970-1974). Recognized as the voice of the clandestine radio transmitter set-up inside the occupied National Technical University of Athens.
• Member of Parliament, elected continuously for the years 1977 – 1993, 2000 –2009. Also, first woman ever to be elected Vice-president of the Greek Parliament
• President of the Coalition of Left and Progress (1991-1993). First woman ever to lead a Greek political party.
• 2000-2003: Head of the PASOK (Socialist Party) group in the Select Committees on Education and Culture. Member of the Parliamentary Assemblies of the Council of Europe, the Western European Union and NATO. Member of the Inter-parliamentary Union.
• 2004-2009: Head of the PASOK group in the Select Committees on Social Affairs, Education and Culture and the Environment. Member of the Parliamentary Assembly of the Council of Europe and the Western European Union.
• Chairperson of the Select Committee on Foreign Affairs and Defense (2009).

Professional Career
• Working as engineer at Pechiney Aluminum Industries (1974).
• Administrator at Ministry of Finance of Greece. Department of import-export planning. (1975-1976).
• Section manager at Helector S.A. Department of energy and waste management (2003-2004).

European Commission
• 2010–2014: With over 30 years of public service in Europe, Damanaki recently served as European Union Commissioner for Maritime Affairs and Fisheries.
• Under her leadership, the Commission was able to bring fish populations back to healthier levels—from as few as five sustainable stocks in 2010 to up to 27 today.
• The continuation of her fisheries policy efforts could lead to 15 million more tons of fish in the sea, 30 percent more jobs and the equivalent of over US $2 billion in additional revenue.
• She introduced and implemented the Blue Growth agenda for Seas and Oceans in Europe, which aimed to create 1.6 million new jobs and the equivalent of US $750 billion in revenue by 2020 in sectors such as coastal tourism, ocean energy, and marine biotechnology. The Blue Growth was approved in unanimity by the European Council.
• She established legislation to create a common framework for Marine Spatial Planning to map and better manage maritime activities across EU countries.

The Nature Conservancy
• Maria Damanaki is the Global Managing Director for Oceans at The Nature Conservancy. She leads a global team focused on transforming how the world manages its oceans, including sustainable fisheries management, large-scale protection and restoration of coral reefs and other ecosystems.
• Her team develops innovative financial tools like Debt Swaps and Blue Bonds. She recently signed the first ever Debt Swap for Ocean protection with the Government of Seychelles that led to the introduction of the 2nd biggest Marine Protected Area in the Indian Ocean. This program achieved the Financial Time reward (2017) for the best Conservation financial innovation product and the TED-X prize (2019) with a reward of 26mil $.
• She recently signed the first ever insurance product with the Government of Mexico for creating a Trust that will restore the whole coastal area around Cancun together with insurance industry, the hotel owners’ association, and local partners.

Maria Damanaki chairs the UN Sustainability Committee for Blue Growth.
She is a member of the Friends of Ocean Commission of the World Economic Forum.
She co-chairs the Advisory Network of the High-Level Panel for blue Economy (14 Prime ministers including Canada, Australia, Norway, Chile, Kenya)
She seats in the Board of Directors in Oxford Martin School Ocean Program at the University of Oxford, in the Board of Monaco Ocean Foundation, the Board of Oceanographic Institute and in the Board of Maritime Regions Forum. She also sits in the Board of Marine Stewardship Council (MSC) the biggest fisheries certification system at a global level.

Ms. Ioanna Dretta holds a degree in Civil Engineering from NTUA, a MSc from Imperial College London, and a Master in Public Administration from Harvard Kennedy School. She is the CEO of Marketing Greece, a company of the Greek Tourism Confederation (SETE) aiming to promote Greece internationally. In her 20-year career, she has held senior positions in the private and public sector in different areas of economic activity, and has a proven track record in creating impact in complex environment. Since 2011, she has been serving Greek tourism and promoting Greece internationally. She was the Head of Office of the Minister of Tourism, Mrs. Olga Kefalogianni, from 2012 to 2015 and thereafter she held the position of Advisor to the President of the Greek Tourism Confederation (SETE). In 2017 she was appointed CEO of Marketing Greece. Marketing Greece is the main organization that promotes Greece as a tourist destination and carries out the promotion campaigns of Greece internationally having won many distinctions and awards. Ms. I. Dretta has sat on the Board of Directors of ELLAKTOR as an independent member since 2011.
Mr. Panos Kyriakopoulos is the Chairman and C.E.O. of STAR INVESTMENTS, since July 2002, one of the leading Mass Media and Technology Groups in Greece, controlling a TV stations, Radio Stations, internet sites, production company and the Greek Yellow Pages. The company participates also in DIGEA SA [digital broadcasting].
In parallel Mr. Kyriakopoulos is a member of the BoD of Euroseas Ltd and Eurodry Ltd (Ship owning company listed in NASDAQ), President of the Association of the Private National Broadcasting Television Companies and a member of the Board of Directors of the Hellenic Federation of Enterprises [SEV]. He has been in the past a member of the BoD in various companies such as GEK-TERNA and AGET HERACLES.
From July 1997 to July 2002 he was the C.E.O of the Hellenic Post Group and up to 2006 a member of the BoD.
From August 1996 to July 1997 Mr. Panos Kyriakopoulos was an advisor to the technical company ATEMKE S.A.
From July 1986 up to July 1996 he was the Managing Director of Globe Group of Companies, a group active in the areas of ship owning and management, textiles, food and distribution.
He has served the Greek Army from October 1984 to June 1986.
Mr. Kyriakopoulos has a B.Sc. degree in Marine Engineering from University of Newcastle upon Tyne, England. He has a M.Sc. degree in Naval Architecture and Marine Engineering from the Massachusetts Institute of Technology (MIT), USA and a Master’s degree in Business Administration (MBA) from Imperial College, London.
He is 60 years old, married with two children. He speaks English and French.
Mr. Panos Kyriakopoulos has been decorated by the Hellenic Republic with the Star and the Cross First Class of Merit and Honor and has been awarded a merit by the Ministers of Transport and Communications and Economy for his service to the Hellenic Post Group. He has also been awarded by the President of the Hellenic Republic the rank of a Brigadier General (hon) of the Hellenic Army.
Philippa Michali is the Chief Executive Officer of Allianz Hellas covering both Greece & Cyprus. She is a member of the Executive Committee of the Hellenic Association of Insurance Companies and holds the position of Chairman of the Human Resources Committee. She is also a board member of the Greek-German Chamber of Industry and Commerce and a member of the General Council of the Hellenic Federation of Enterprises.
Previously, she served as Head of Market Management & Communications (since 2011) and a member of Allianz Greece Executive Committee (since 2013). Prior to moving in Allianz’s insurance sector, in 2009, as a Deputy Market Management Manager and Local Innovation Manager, Philippa worked as a fund manager in Allianz Mutual Funds Mgmt Co. for 10 years.
In 2020, Philippa for a third consecutive year, has been recognized by Fortune magazine as one of the Most Powerful Women in Greece for 2019.
She holds a Bachelor Degree in Banking & Financial Management from the University of Piraeus and a Master’s Degree in Business Administration (MBA) from ALBA Graduate Business School. She is a mother of twin boys.
Mr. Ioannis Paniaras studied Civil Engineering at Imperial College (BSc, MSc) and Business Administration at INSEAD (MBA). Mr. I. Paniaras is currently the Executive Director, Europe and Sustainability and executive member of the BoD of Titan Cement International S.A. (Belgium), as well as Executive Board Member and Executive Director of Titan S.A. (Greece), responsible for the Group's activities in Greece, Albania, Bulgaria, Kosovo, Northern Macedonia and Serbia. He started his career at KNIGHT PIESOLD, an international mining and engineering consultancy headquartered in London. Between 1998 and 2015, he held senior management positions in Greece and Germany in S&B Industrial Minerals Group and – after the acquisition – in the company, IMERYS in Greece and Germany. He concluded his term there as Vice President of the former S&B Division and Managing Director of S&B Industrial Minerals S.A. From January 2016, he took over the duties of Executive Director, Greece & Group Corporate Affairs of TITAN Cement Group, where he currently serves as Group Executive Director, Europe and Sustainability. He has sat on many BoDs. Mr. I. Paniaras is renowned in Greece and abroad for his extensive experience and involvement in issues of Sustainability. He has the overall responsibility and management of TITAN Cement Group on sustainability in his capacity as Executive Director. Moreover, from 2016-2021 he served as Chairman of the SEV Business Council for Sustainable Development. This Council aims to promote sustainable development in business and represent companies in the public consultation on sustainable development.
 

Authorities of Corporate Bodies

The Board of Directors, as the highest governing body of the Company, is mainly responsible for:

  • determining the vision, mission, values and culture of the Company;
  • planning and monitoring the implementation of the Company's strategy and approving and monitoring the Company's business plan, aiming at the sustainable promotion of the corporate interest and the protection of the interests of all stakeholders;
  • making decisions concerning the management of the Company, the management of its assets and generally the achievement of its objective;
  • defining and supervising the corporate governance system stipulated in provisions 1 to 24 of Law 4706/2020, and periodically monitoring and evaluating, at least every three (3) fiscal years, its implementation and effectiveness, taking appropriate action to address deficiencies;
  • ensuring the adequate and efficient operation of the internal audit system aiming in particular at:
    • the consistent implementation of the operational strategy, with the effective use of available resources;
    • the identification and management of substantial risks associated with its business activity and operation;
    • the efficient operation of the internal audit unit;
    • ensuring the completeness and reliability of the data and information required for the accurate and timely determination of the Company's financial position and the preparation of reliable financial statements, as well as its non-financial position in accordance with Article 151 of Law 4548/2018;
    • compliance with the regulatory and legislative framework, as well as internal regulations, policies and procedures governing the operation of the Company.
  • determining the extent of the Company's exposure to the risks it intends to take in the context of achieving its objective and in particular its long-term objectives and operational strategy;
  • ensuring that the Company’s annual financial statements, the annual management report and the corporate governance statement, their consolidated form, as well as the remuneration report of the members of the BoD, are prepared and published in accordance with the provisions of the law and the relevant accounting standards;
  • recommending to the General Meeting (or “GM”) the appointment of the certified public accountant or audit firm;
  • defining a sustainable development policy and an ESG strategy;
  • appointing the Committees which will support its work, and approving their Internal Rules of Procedure;
  • the supervision of the implementation of its resolutions by the executive management and the overall monitoring and control of the performance of the Company and its executives;
  • determining the responsibilities of the CEO, the Deputy CEO and the executive directors when appointed;
  • establishing appropriate structures, reporting lines and responsibilities to achieve the Company's objectives;
  • ensuring the smooth succession of its members as well as senior executives of the Company;
  • its effective functioning, the systematic evaluation of its BoD as a single body, its Committees and its members, and their continuous improvement;
  • ensuring the composition and operation of the BoD and its Committees in accordance with the legislation in force, as well as the compliance with any obligation arising from the legislation in force, as well as from the corporate documents and policies and procedures which govern it; and
  • the other responsibilities as provided for by the Company's Articles of Association, its Internal Regulation and the applicable legislation.

In addition to the above –basically collective– responsibilities, the BoD may delegate the exercise of part or all of the management and representation powers of the Company, other than those requiring collective action, to one or more persons, members of the BoD, employees of the Company or third parties, determining at the same time the extent of such delegation.

 

The term of office of the members of the Board of Directors is three years (3 years), which is automatically extended until the first ordinary General Meeting after the end of their term of office, which, however, cannot exceed four years.

The members of the BoD may be re-elected and are freely revocable. Subject to the above, the term of office of the BoD may be extended until the expiry of the time limit within which the next ordinary General Meeting of the shareholders of Quest Holdings must be convened.

Under the responsibility of the Chairperson of the BoD, the Chairpersons of the Committees and the Independent Vice-Chairperson, the Board of Directors shall hold individual executive sessions.

Members of the Board of Directors, executives of the Company’s Management and of the Group’s Companies, third parties (e.g. certified public accountant appointed by the Company) and external consultants shall participate in those sessions. The sessions are included in the BoD's agenda and are usually scheduled at the beginning or end of its meeting.

The Independent Vice-Chairperson shall ensure that at least two (2) sessions are planned per year in which only non-executive members of the BoD shall participate, to discuss:

  • the monitoring of the Company's strategy and its implementation, as well as the achievement of its objectives;
  • any issues relating to the performance of the Executive Members of the BoD, including the monitoring and audit of their performance;
  • any issues relating to the corporate governance of the Company.

In addition, the Independent Vice-Chairperson, shall ensure that the independent non-executive members of the BoD meet at least once (1) a year to prepare, if possible together, their report to the Ordinary General Meeting of the Company, as well as other reports, if required so.
 

The size and composition of the BoD allows for the effective exercise of its responsibilities and reflects the size, activities and strategic development plan of Quest Holdings. The BoD shall consist of a minimum of seven (7) to a maximum of ten (13) members, who may be executive, non-executive and independent non-executive members.

The selection, replacement or renewal (or not) of the term of office of the members of the BoD shall be carried out on the basis of a policy on the suitability of the members of the Board of Directors (Suitability Policy), approved by the General Meeting, aiming at the appropriate and quality staffing of the BoD for the effective fulfillment of its tasks in accordance with the business model and the strategy of the Company. The independent non-executive members are elected by the General Meeting or appointed by the BoD in accordance with paragraph 4 of Article 9 of Law 4706/2020, and normally make up at least 50% of the members of the BoD. In exceptional cases and provided that the Company puts forward and substantiates a specific reason, the members can be less but not below one third (1/3) of the total number of the members of the BoD and in any case not less than two (2).

The independent non-executive members of the BoD shall fulfill the independence criteria as provided for in Article 9 of Law 4706/2020 and detailed in the Internal Regulation of the Company and under the Procedure followed for the communication by the independent non-executive members of any dependency relations.

The BoD shall define the status of its members as executive or non-executive, and shall further post and keep up-to-date the information and documents relating to the election of its candidate members (executive, non-executive and independent non-executive), in accordance with Article 18 para. 1 and Article 4 para. 4 of Law 4706/2020.

After its formation into a body, the BoD shall elect, by an absolute majority of its members, the following persons:

  1. the Chairperson of the BoD
  2. the Vice-Chairperson(s)
  3. the Chief Executive Officer
  4. the Deputy Chief Executive Officer and/or Executive Directors, if any and
  5. the rest of the Members

The BoD shall set up Committees which shall support its work and make recommendations to it for the adoption of its resolutions. In the context of the BoD, the following Committees are currently in operation, whose role and responsibilities are detailed in the respective Internal Regulations:

  1. Audit Committee;
  2. Nomination and Corporate Governance Committee;
  3. Remuneration Committee;
  4. Sustainable Development Committee;
  5. Strategic Planning Executive Committee.

The BoD with its relevant resolutions may also establish other Committees.

Finally, the BoD by implementing best corporate governance practices, at its discretion, shall appoint as members of the Audit Committee and the Remuneration Committee only independent non-executive members.

The BoD shall be supported by a Corporate Secretary appointed by the BoD, who is not a BoD member.

The Vice-Chairperson (or the Vice-Chairpersons of the BoD, if more than one is appointed) shall replace the Chairperson regarding his/her duties, in cases where the Chairperson is prevented from performing them, and more generally, where provided for by the Articles of Association, the law, the Internal Rules of Procedure of the BoD and other Policies and Procedures of the Company. The Vice-Chairpersons(s) shall act as liaisons of the Chairperson with the other members of the Board of Directors, while they participate in meetings with shareholders of the Company to discuss issues related to its governance. Notwithstanding the above, in the event that the Chairperson has executive duties, the BoD shall elect at least one Vice-Chairperson from its independent non-executive members, to contribute to the independence of the operation of the BoD, the adequate information of its non-executive members and their effective participation in the process of supervision and decision-making. The Independent Non-Executive Vice-Chairperson of the BoD, in addition to the above duties, shall have the following specific responsibilities:

  1. lead, in cooperation with the Nomination and Corporate Governance Committee, the procedure for the evaluation of the Chairman of the BoD, in accordance with the procedures for the evaluation of the BoD
  2. In cooperation with the Chairman of the BoD, he/she shall plan and coordinate the individual meetings of the non-executive members.
  3. He/she shall ensure the submission of the annual reports and reports of the independent members of the BoD to the ordinary GM of the Company.

In addition to the more specific executive powers conferred on the Chief Executive Officer and the Deputy Chief Executive Officer on the basis of the relevant decisions of the BoD, their role in the operation of the BoD consists in their special responsibility of coordinating the recommendations of the Executive Members and other senior executives of the Company and the Group's Companies, which are submitted to the BoD.

On a proposal from the Chairperson of the BoD, it is possible to appoint one or more Executive Directors. His/her individual responsibilities shall be proposed by the Chairperson of the BoD and approved by the BoD.

© Copyright 2019   |   All Rights Reserved
Terms of Use  |  General Privacy Policy   |  Special CCTV Privacy Policy
Cookies Policy |   Cookies Preferences

created by Information Systems Impact