<Independent board members
Half of the Board’s members, that is seven (7) members, are independent, non-executive members, namely persons who have no relationship of dependence on the Company or its related parties and meet the independence requirements laid down by Greek law. They are Messrs. Efstratios – Georgios (Takis) Arapoglou, EftychiosVassilakis, George David, Spyridon Theodoropoulos, Panagiotis Marinopoulos, Petros Sabatacakis and Vassilios Fourlis.
These persons were elected before the adoption of the Code by the Company as independent members by the General Meeting on 18 May 2010, following a recommendation from the Board of Directors, which had first checked and ascertained that each of them met the independence requirements laid down by law, as well as the additional criteria of independence adopted by the Company set out below in the paragraph titled "Nominating candidates for the Board of Directors" in Section III of this statement.
Also, all of the above independent directors, with the exception of Messrs. George David and Spyridon Theodoropoulos, meet as well the independence criteria specified in Article B.1.1 of the Code. More specifically, Messrs. David and Theodoropoulos have exceeded the nine year tenure limit specified by the Code, since they are currently in their 12th year on the Board of Directors and thus they will not be re candidates for reelection for a new term in office by the General Meeting of Shareholders that will be held in June 2013. Both were elected as members of the Board of Directors by the General Meeting of Shareholders for the first time in 2001. Nonetheless, the Board of Directors deems that despite their long-term in office, both of the above members are entirely independent in their way of thinking, judgment and character and therefore should be considered as independent directors.
The Board’s independent members are entitled to meet without the presence of the executive members or the Chairman; in any case they deem it necessary. Such a need did not occur in 2012.
In addition, as provided for in the Code, once per year the Board’s independent members have a meeting, under the lead of the Senior Independent Director, without the presence of the executive members and the Chairman, in order to evaluate the performance of the Chairman and a meeting, under the lead of the Chairman and without the presence of the executive members. Such meetings were held during the year 2012.