During the Extraordinary General Meeting of the shareholders that took place on 12.02.2010, the shareholders of the Company approved a special resolution authorizing the Board of Directors of the Company to take all necessary measures, for the changing of market of the shares of the Company from the Main Market for trading of the Cyprus Stock Exchange (‘CSE’) to the Alternative Market. As a consequence, the Company will cease to enforce the CSE Corporate Governance Code once the change of market of its titles on the CSE has been effected.
Regarding the year 2010, the Board of Directors decided that, the Board of Directors of the Company and the committees of Nominations, Remunerations and Audit which will continue to exist, will continue to follow in principle, as internal procedures and policies, the procedures and policies followed in 2009 and, similarly, shall continue the application of the relevant policies for the nomination, remuneration, employment of directors and audit.
Furthermore, the Company shall inform the investing public, on an annual basis, and at any other time this may be deemed expedient, with respect to the internal governance rules which, at the time, shall regulate the operation of the Company, as these shall be determined by the Board of Directors from time to time.
Nominations Committee
According to the provisions of the Corporate Governance Code, there should be a formal and transparent procedure for the appointment of new directors. The Board of Directors should be made up of suitable and competent individuals able to participate on the Board of Directors of the Company, with extensive and successful business activity, suitable training, integrity and good judgment, so that they may contribute positively to the achievement of the objectives of the Company. On the basis of the above, the Board of Directors decided the establishment of a permanent committee of directors, the Nominations Committee.
Members of the Nominations Committee are:
Kevork Mahdessian (Chairman)
Christodoulos Ellinas
Sotos Zakheos
Remuneration Committee
According to the provisions of the Code, all companies listed on the Cyprus Stock Exchange that have adopted the Code should introduce a formal and transparent procedure for the policy on the determination of the remuneration of each director, whether he is executive or non-executive. No director should be involved in the decision-making process concerning his own remuneration. The remuneration should be sufficient to attract and retain in the service of the Company, directors with qualifications and skills that will strengthen the Company’s managerial structure. The Company, in compliance with the provisions of the Code, as these are stated above, has established a Remuneration Committee made up exclusively of non-executive directors. The members of the Remuneration Committee are non-executive directors, independent of management and have no business or other close relationship that could substantially affect their independent and unbiased judgment.
Members of the Compensation Committee are:
Vangelis Georgiou (Chairman)
Kevork Mahdessian
Kyriakos Koutsoftas
Audit Committee
The financial reports of the Company will be prepared on the basis of the following principles:
They fully comply with the provisions of the Companies Law, Cap.113.
They comply at all times with the applicable International Accounting Standards.
To comply with the Securities and Cyprus Stock Exchange laws and regulations (1996-2002).
They comply with the Corporate Governance Code and any amendments that may be made to it.
They will give a true and fair picture of the financial position of the Company, as well as, a detailed, balanced and comprehensible evaluation of its condition and prospects.
The Board of Directors has adopted the following principles:
A proper system of internal control will be maintained in order to safeguard the shareholders’ investment and all the Company’s assets.
The Board will review, at least once a year, the effectiveness of the internal control system and certify this to the shareholders in the Corporate Governance Report.
The Board of Directors will ensure that any transactions with members of the board or with shareholders are carried out at arm’s length and do not harm in any way the interests of the Company.
The Board has decided the establishment of an Audit Committee with specific terms of reference and responsibilities in order to best implement and monitor the systems of internal control. According to the provisions of the Code, the Audit Committee should be “composed of at least two non-executive directors with written terms of reference clearly describing its powers and responsibilities”. The majority of the members of the Committee should be independent non-executive directors, and their names should be identified in the Company’s annual report. The Chairman of the Committee should have experience in accounting or finance
OUR GROUP
