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Committees

Committees

Commitment to integrity
and accountability.

Welcome to the Committees section, where you can explore the dedicated teams that oversee and uphold our corporate governance standards and practices.

Audit Committee

Composition, Roles & Responsibilities of the Audit Committee.

The Audit Committee is composed of at least three members and may take the following forms: 

  • A committee of the Board of Directors, made up of non-executive members thereof 

  • An independent committee with non-executive BoD members and third parties 

  • An independent committee made up entirely of third parties. 

The Audit Committee members are appointed either by the Board of Directors (if it’s a BoD committee) or by the Company’s general meeting of shareholders (if it’s an independent committee). The general meeting of the shareholders or equivalent body also determines the committee’s type, term of office, and membership (number and qualities of members). The Chairman of the Audit Committee is elected by its members at the time of its meeting for constitution to body and must be independent of the Company. All members are required to have sufficient knowledge of the industry in which the Company operates, and at least one independent member with audit or accounting expertise must attend meetings where annual financial statements are approved. 

The qualifications and independence of proposed members are carefully evaluated and justified by the appropriate bodies, such as the Remuneration and Nomination Committee and the Board of Directors. 

Regulation of operation of the Audit committee PDF 241.9KB
The main responsibilities of the Audit Committee are:

To monitor

  1. the mandatory audit of the annual corporate and consolidated financial statements
  2. the financial reporting process and make recommendations to ensure accuracy and integrity
  3. the efficacy of the internal audit, quality assurance, risk management and regulatory compliance systems of the Company including:
  • Monitoring and evaluating the Internal Audit Unit's operations, ensuring compliance with professional standards and legal regulations, while maintaining its independence,
  • Reviewing published information on internal audits and assessing significant risks and uncertainties related to the Company’s financial information and
  • Informing the Board of Directors of its findings and, when necessary, submitting proposals for improvements.

Audit Committee Members.

Introducing the Members of the Audit Committee
At its meeting on May 23rd, 2024, the newly appointed members of the Company's Audit Committee, in line with article 44, paragraph 1 (e) of law 4449/2017, confirmed that Mr. Vassilios Loumiotis, son of Ioannis, is independent of the Company, as defined in article 9, paragraphs 1 and 2 of law 4706/2020. Following this confirmation, Mr. Vassilios Loumiotis was appointed as Chairman of the Audit Committee, and the committee was officially constituted as follows: 

Vasileios Loumiotis

Chairman (Senior Independent Director, Independent non executive member of the BoD)

Mr. Vasileios Loumiotis is a graduate of the Department of Business Administration and Management (1973) of the Athens University of Business and Economics (formerly ASOEE) and holds a Master’s Degree in Business Administration (M.B.A.) from Roosevelt University in Chicago (1979).

He is an auditor since 1980 and especially as a member of the Institute of Chartered Accountants of Greece (ΣΟΛ) from 1980 until 1992 and the Institute of Certified Public Accountants of Greece (ΣΟΕΛ) since 1993 until today. From 1993, under his capacity of the Certified Public Accountant, Mr. Loumiotis participates in “Associated Certified Public Accountants S.A.” (“SOL S.A.”) a partner. During his career as a Certified Public Accountant, he was elected, as auditor, by a significant number of companies to perform audits of annual financial statements. During his tenure as an auditor, he completed projects, as special audits for the initial public offering of companies in the Athens Exchange, corporate valuations, application of International Financial Reporting Standards, for a substantial number of companies. In addition, he served as a member of the technical desk of “SOL S.A.” from 2006 until March of 2009. In the past he has audited enterprises of the raw materials – metallurgy sector, indicatively, TITAN S.A., EXALCO S.A., etc.

In regards to his teaching experience, he is serves as a professor for the Training Institute of Certified Public Accountants of Greece (Ι.Ε.Σ.Ο.Ε.Λ.) since 1997, a professor for National and Kapodistrian University of Athens, for the post-graduate course “Master in Applied Auditing”, from 2006 until today and a professor for the University of Macedonia for the post-graduate course “Master in Applied Accounting and Auditing” since 2011 to date. In addition to the above, he serves as a professor of “SOL S.A.” for the subjects of International Financial Reporting Standards, International Auditing Standards and Consolidated Financial Statements.

He also holds the following positions:

  • Senior Independent Non-executive Member of the Board of Directors and Chairman of the Audit Committee of ELVALHALCOR S.A..
  • Senior Independent non-executive member of the Board of Directors, Chairman of the Audit Committee and member of the Remuneration and Nomination Committee of the societe anonyme NOVAL PROPERTY REAL ESTATE INVESTMENT COMPANY.
  • Independent Non-executive Member of the Board of Directors and Chairman of the Audit Committee of AYTOMATIC ANALYSERS - DIAGNOSTIC REAGENTS AND PRIVATE DIAGNOSTIC LABORATORIES MEDICON HELLAS S.A.
  • Independent non-executive member of the Board of Directors and a member and Chairman of the Audit Committee and the Remuneration and Nomination Committee of the societe anonyme under the name “ALPHA ASTIKA AKINITA SA”.
  • Sole partner and administrator of the private company under the name “LOUMIOTIS EDUCATIONAL – CONSULTING SINGLE MEMBER PRIVATE COMPANY”.

He has also served as Member of the Remuneration and Nomination Committee of ELVALHALCOR SA. in the past.

Ploutarchos Sakellaris

Member (Independent non executive member of the BoD)

Mr. Plutarchos Sakellaris is Professor of Economics and Finance at Athens University of Economics and Business, focusing his research and teaching on macroeconomics, finance and banking. He holds a Ph.D. in economics and a M.A., a M. Phil. from Yale University, as well as a B.A. degree in economics and computer science from Brandeis University.

Mr. Sakellaris has served as Vice-President and Member of the Management Committee of the European Investment Bank (2008-2012), where he was responsible for risk management and financing in the energy sector. During the period 2004-2008, he was Chairman of the Council of Economic Advisers at the Ministry of Finance, Deputy to the Minister of Finance in the European Union Councils of Eurogroup and ECOFIN, and a member of the EU Economic and Financial Committee (EFC) and the Eurozone Working Group (EWG). He has served as member of the Board of Directors and the Audit Committee of the TITAN Group (2013-2019), a member of the Board of Directors of CreditM (2013-2018), a member of the Board of Directors, the Audit Committee and the Corporate Governance and Nominations Committee of the National Bank of Greece (2004-2008), member of the Board of Directors of the Public Debt Management Agency (2004-2008), as well as Deputy Governor for Greece at the World Bank (2004-2008). His professional career includes the positions of economist at the US Federal Reserve Board (1998-2000), visiting expert at the European Central Bank (2001-2003) and professor at the University of Maryland (1991-2004).

He also holds the following positions:

  • Independent Non-executive Member of the Board of Directors, Chairman of the Remuneration and Nomination Committee and Member of the Audit Committee of ELVALHALCOR S.A.

  • Member of the Board of Directors and Chairman of the Audit Committee of CEPAL HELLAS FINANCIAL SERVICES SINGLE MEMBER S.A. – SERVICING OF RECEIVABLES FROM LOANS AND CREDITS.

  • Partner in PluSa Concepts P.C.

  • Member of the Board of Directors of the Foundation for Economic & Industrial Research (IOBE).

Ourania Ekaterinari

Member (Independent Non-executive member of the BoD)

Rania is an electrical and computer engineer graduate from Aristotle University of Thessaloniki, with an MBA from City University Business School in London (Bayes Business School).

She has extensive professional experience in senior positions across different sectors (industry, energy, networks & infrastructure, corporate and investment banking and advisory services) in Greece and abroad. Today, she is Vice Chair of the Board of Directors of the Hellenic Federation of Enterprises (SEV) and President of its Executive Committee.

Rania was CEO and executive member of the Board of the Hellenic Corporation of Assets and Participations S.A. (currently GrowthFund or the National Fund of Greece). Before that, Rania was a Partner in Ernst & Young (EY) in Financial Advisory Services and EY energy sector leader for Southeast Europe. During 2010-2015, she served as Deputy CEO and executive member of the Board of Public Power Corporation S.A., the leading Greek electric utility.

During the period 2000-2010, she worked as senior banker in London and in Greece in both corporate and investment banking in leading financial institutions like BNP Paribas, Deutsche Bank and Eurobank. She began her career in London working for Texaco in business development in the oil and gas industry in the Caspian region. She is administrator of EKATI CONSULTING SINGLE MEMBER LTD.

She currently holds the following board positions:

  • Independent Non-executive Member of the Board of Directors, Member of the Audit Committee and Member of the Remuneration and Nomination Committee of ELVALHALCOR S.A.
  • Independent Non-executive Member of the Board of Directors and Chair of the Remuneration and Nomination Committee of MOTOR OIL S.A.
  • Non-executive Member of the Board of Directors of HELLENIC ELECTRICITY DISTRIBUTION NETWORK OPERATOR S.A.

Rania is also member of the advisory board of Dianeosis (the leading Greek think tank on social, economic and reform policy matters), member of the Leadership Committee of the Greek American Chamber of Commerce and co-chair of the Greek chapter of the US-based organization WomenCorporateDirectors. Previously she was member of the Hellenic Corporate Governance Council (HCGC) and member of the Council of Competitiveness in Greece.

Remuneration and Nomination Committee

Composition, Roles & Responsibilities of the Remuneration and Nomination Committee.

The Remuneration and Nomination Committee is a vital committee of the Board of Directors. Its primary responsibilities include: (a) formulating proposals to the Board regarding the remuneration of individuals covered by our Remuneration Policy, as detailed in Article 110 of L. 4548/2018, as well as the remuneration of the company’s managing officers; and (b) monitoring and presenting to the Board the suitability and adequacy of the selection and employment policies for top executives. 

The Committee consists of three members, all of whom are non-executive members of the Company’s Board. At least two of these members must be independent to ensure impartiality. All members are appointed by the Board of Directors, and the Chairman is selected from among the independent members during the Committee's formation. 

The Remuneration and Nomination Committee is responsible for: 

  • proposing to the Board the remuneration of each individual executive board member, including performance remuneration, staff long-stay motivation programs and stock options;
  • reviewing and making proposals to the board on the total annual package of all kinds of variable remuneration and compensation in the company;
  • reviewing regularly the salary of executive board members and other contractual terms, including position allowances and pension schemes;
  • periodically assessing the need to update the Remuneration Policy of the Company;
  • reviewing the annual remuneration report of the Company;
  • examining the selection policy of the superior executives of the Company;
  • periodically assessing the appropriate composition of the Board of Directors including the selection procedure and suitability requirements;
  • detecting and proposing to the Board of Directors suitable candidates for appointments to the Board, the Audit Committee (as per Article 44, L. 4449/2017), and any other committees of the Board. 
Regulation of operation of the remuneration and nomination committee PDF 239.2KB

Remuneration and Nomination Committee Members.

Introducing the Members of the New Remuneration and Nomination Committee
At the Ordinary General Meeting of Shareholders on May 23, 2024, the Board of Directors appointed new members to the Company's Remuneration and Nomination Committee (R.N.C.). Before the appointments, the Board ensured that all candidates met the necessary eligibility requirements under the Company’s Suitability Policy, and that the independent members fulfilled the independence criteria set by article 9 of law 4706/2020. This ensures the R.N.C. has a legally compliant structure, with members who meet all suitability and independence standards. 

The appointed members are:  

Ploutarchos Sakellaris

Chairman (Independent Non-executive member of the BoD)

Mr. Ploutarchos Sakellaris is Professor of Economics and Finance at Athens University of Economics and Business, focusing his research and teaching on macroeconomics, finance and banking. In parallel, Mr. Sakellaris is a member of the Board of Directors and Chairman of the Audit Committee of CEPAL Hellas, a company servicing loans and credit claims, and a member of the Board of Directors of Hellas Capital Leasing.

Mr. Sakellaris was Vice-President and Member of the Management Committee of the European Investment Bank (2008-2012), where he was responsible for risk management and financing in the energy sector. During the period 2004-2008, he was Chairman of the Council of Economic Advisers at the Ministry of Finance, Deputy to the Minister of Finance in the European Union Councils of Eurogroup and ECOFIN, and a member of the EU Economic and Financial Committee (EFC) and the Eurozone Working Group (EWG). He has been a member of the Board of Directors and the Audit Committee of the TITAN Group (2013-2019), a member of the Board of Directors of CreditM (2013-2018), a member of the Board of Directors, the Audit Committee and the Corporate Governance and Nominations Committee of the National Bank of Greece (2004-2008), member of the Board of Directors of the Public Debt Management Agency (2004-2008), as well as Deputy Governor for Greece at the World Bank (2004-2008). His professional career includes the positions of economist at the US Federal Reserve Board (1998-2000), visiting expert at the European Central Bank (2001-2003) and professor at the University of Maryland (1991-2004).

Mr. Sakellaris holds a Ph.D. in economics and a M.A. and a M. Phil. from Yale University. He also holds a B.A.degree in economics and computer science from Brandeis University.

Ourania Ekaterinari

Member (Independent Non-executive member of the BoD)

Ourania Ekaterinari holds a degree in electrical engineering from Aristotle University and an MBA from City University Business School.

During the period 2017-2021, Rania Ekaterinari served as CEO and member of the Board of Directors of the Hellenic Corporation of Assets and Participations SA (‘’HCAP’’). HCAP is a holding company, owning a big portfolio of state real estate assets as well as participations in large state-owned enterprises active in key sectors of the Greek economy with the aim to optimize their operations but also develop and exploit them so as to generate more revenues for the State.  

Before these positions, Rania was Partner at Ernst & Young (EY) in Transaction Advisory Services and also Energy Sector leader for Southeast Europe. Between 2010 - 2015, she was Deputy CEO of Public Power Corporation (PPC), the largest Greek electric utility, and member of its Board of Directors.

She has also worked for more than 10 years in corporate & investment banking, in London and in Athens for Deutsche Bank, BNP Paribas and Eurobank. In the 90s, she worked in the oil industry in the Caspian region for Texaco in London as well as an electrical engineer in Greece and Denmark.

Mrs. Ekaterinari is member of the European Network for Women in Leadership (WIL), member of the Advisory Board of Dianeosis, member of the Leadership Committee of American Hellenic Chamber of Commerce (AmCham), member of the Council for Competitiveness of Greece (COMPETEGR) and until recently member of the Hellenic Corporate Governance Council (HCGC). She was also member of the Energy Committee of the American-Hellenic Chamber of Commerce, member of the Board of the Greek Independent Transmission Operator and Deputy Chairman of the Energy Committee of the Technical Chamber of Greece.

Athanasia Kleniati Papaioannou

Member (Non-executive member of the BoD)

Ms. Athanasia Kleniati Papaioannou is a graduate of the School of Economics of the University of the Rhine “Frederick – Wil­liam” in Bonn. The subject of her thesis was the comparison of regional productivity by industry in Greece and the conducting of economic policy conclusions. As a professional, she has participated in companies active in the retail and wholesale trade.

She was a research associate at the University of Piraeus (Department of Economics) between 1980 and 1998 and in this context she participated in the University's research programs and taught macroeconomic and microeconomic theory courses. Moreover, she has been involved for two years in conducting and compiling studies in various industries under her role as a research associate of the ICAP Group. She has knowledge of German and English.

She also holds the following position in boards and board committees of legal persons:

Non-executive member of the Board of Directors of ELVALHALCOR S.A.

Publications & Reports

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