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Audit Committee

AUDIT COMMITTEE CHARTER

 

Introduction

Based on current legislation, every public interest entity, and in particular companies listed in the Athens Stock Exchange, are obliged to establish an Audit Committee that will assist the Board of Directors in fulfilling its overseeing duties for the financial reporting process, the system of internal control, the auditing process, as well as the Company's procedures for monitoring the Company’s compliance with laws and regulations in forch3.

 

Composition

The Audit Committee consists of at least three (3) non-executive members of the Board, the majority of whom is independent. All Audit Committee members are appointed by the General Shareholders’ Meeting. Furthermore, persons participating in the General Shareholders’ Meeting who are not members of the Board of Directors and meet the independence requirements according to Law 3016/2002, may be appointed as members, and their independence must be properly documented at the time of their appointment.

All Audit Committee members possess proven adequate knowledge of the industry in which the Company operates, and at least one member possesses proven adequate accounting and auditing knowledge(international standards). The Chairman of the Audit Committee is an independent non-executive member, appointed by the audit committee members or by the Company’s General Shareholders’ Meeting

 

Role/Authorisation

The Board of Directors authorises the Audit Committee to the following, within the framework of its duties:

  • to have access to Senior Management members, the employees and the relevant information
  • to oversee the Internal Audit Function
  • to recommend the appointment of the Company’s External Auditors and to monitor their work

 

Responsibilities/Obligations

The Audit Committee is responsible for the following actions:

  • To monitor, review, and evaluate the preparation of the statutory financial reporting, i.e. the production mechanisms and systems, the flow and disclosure of financial information generated by the involved organizational units of the Company. The aforementioned actions of the Audit Committee include all publicised reporting (e.g. stock exchange announcements, press releases) related to the financial information. Within this framework, the Audit Committee informs the Board of Directors on its findings and makes proposals for the improvement of the process, if deemed necessary.
  • To monitor, review, and evaluate the adequacy and effectiveness of the Company’s policies, procedures and controls regarding the system of internal control.
  • To monitor, review, and evaluate the adequacy and effectiveness on the operation of the quality and risk management system, with respect to financial reporting.
  • To monitor and review the effective operation of the Internal Audit Function, according to the professional Standards, as well as the current legislative and regulatory framework, and evaluate its work, adequacy and effectiveness, without affecting its independence. The Committee may also evaluate the Head of the Internal Audit Function.
  • To examine the most important matters and risks that could have an impact on the Company’s financial statements, as well as the important decisions and assumptions  made by the Senior Management in the preparation of the financial statements.
  • To monitor the procedures and performance of the statutory audit for the Company’s and the Group’s consolidated financial statements and to inform the Board of Directors, through the submission of a relevant report, on the issues that appeared during the statutory audit and take into account the content of the Chartered Accountant’s supplementary report. Based on the aforementioned, the relevant report for the Board of Directors describes in detail the following:
    • The contribution of the statutory audit regarding the quality and integrity of the financial reporting, i.e. the accuracy, completeness, and correctness of the financial reporting, including the relevant disclosures that are approved by the Board of Directors and publicised.
    • The role of the Audit Committee in the aforementioned process, i.e. listing the actions performed by the Audit Committee during the execution of  the statutory audit.
  • To ensure the existence and maintenance of objectivity and independence of the External Auditors, particularly in cases where further services are provided, apart from the statutory audit.
  • To consult with the External Auditors regarding any threat to their independence, as well as the measures taken in order to mitigate the risk of their independence being undermined.
  • To obtain an annual written confirmation by the External Auditors on their independence, as well as the nature and extent of other non-auditing services provided, apart from the services of the statutory audit.
  • To prepare a candidate list of proposed chartered accountant firms and to submit it to the General Shareholders’ Meeting for approval, when needed.
  • To receive a report by the External Auditors on the progress and the results of the statutory audit and a report on the weaknesses of the system of internal control, the procedures related to financial reporting and the preparation of financial statements.
  • To ensure that the chartered accountant firm does not render its services for over ten consecutive years, it does not resume auditing duties less than four consecutive years later, and that the Lead Audit Partner does not render his/her services for over five consecutive years and does not resume his/her duties less than three consecutive years later.
  • To ensure the Internal Auditors’ complete and unrestricted access to all information and files necessary for carrying out their duties.
  • To submit reports to the Board of Directors regarding its areas of responsibility, mentioning the issues that the Audit Committee, after completing its duties, considers as material and significant in the provided annual financial reporting, and overseeing Senior Management’s response.
  • To inform, via the Audit Committee’s Chairman, the Shareholders in their annual General Meeting regarding actions taken by the Committee, according to its responsibilities.
  • To overview the publicised reporting on the system of internal control and the Company’s key risks and uncertainties in relation to financial reporting. Within this framework, the Audit Committee informs the Board of Directors on its findings and makes proposals for improvement, if deemed necessary.
  • To examine any conflict of interest in the Company’s dealings with related undertakings and submit relevant reports to the Board of Directors.
  • To examine the existence of whistleblowing procedures related to the ability of the Company’s employees to confidentially express their concerns on possible unlawful actions and wrongdoings regarding financial reporting matters, or other matters related to the Company's operation and to examine the content thereof. The Audit Committee assures the proper implementation of the procedures for the effective and independent investigation on such matters, as well as the proper handling thereof.

Audit Committee Effectiveness Evaluation

The Audit Committee evaluates its effectiveness and Audit Committee charter on a regular basis. Upon that, recommendations aiming to improve the provided services will be submitted to the Board of Directors.

 

Meetings

For the purpose of fulfilling its duties, the Audit Committee meets at least four (4) times a year and holds  additional meetings, if necessary. Minutes of the meetings are kept by the Audit Committee Secretary. All members participate in the Audit Committee meetings.

Only the Audit Committee members can participate in the meetings. The Audit Committee can invite other persons, whenever it is found necessary. It’s in the Audit Committee’s sole discretion to invite, whenever deemed appropriate, important managing executives involved in the Company's governance (including the CEO, the CFO, and the Head of the Internal Audit Function), to observe certain meetings or certain subjects on the agenda.

Meetings with the Head of the Internal Audit Function are held on a regular basis, and at least two (2) meetings with the External Auditors are scheduled - one at commencing and at the completion of the audit - without the presence of Senior Management members, in order to monitor the financial reporting process and to submit recommendations or proposals to ensure its integrity.

Furthermore, the Audit Committee is expected to hold meetings with Senior Management members/ responsible executive directors during the preparation of financial statements, as well as with the Chartered Accountant at the planning stage, during the execution and at the report preparation stage. The Committee Chairman submits the minutes of each meeting to the Board of Directors.

 
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