Corporate Governance

Annual Report 2012

Corporate Governance Statement

I. Reference to the Corporate Governance Code which applies to the Company and the place where the Code is available to the public

TITAN CEMENT S.A. (hereinafter “the Company”) is a societe anonyme whose ordinary and preference shares are admitted to trading on the Athens Exchange.

This Corporate Governance Statement constitutes a special part of the Board of Directors' Annual Report prepared in accordance with the provisions of Article 2(2) of Law 3873/2010.

By virtue of the Company’s Board resolution dated 16.12.2010, the Company has officially adopted the UK Code on Corporate Governance (hereinafter “the Code”), as revised by the UK Financial Reporting Council in June 2010. The Code can be found on the website of the UK Financial Reporting Council ( and a Greek translation thereof is available on the company’s website.

The Company applies the Code subject to the derogations cited in Section VIII of this statement, where reasons for those derogations are provided.

II. Reference to corporate governance practices implemented by the Company in addition to the provisions of law and reference to the place where they are published

In addition to the provisions of Greek law set forth in Laws 2190/1920, 3016/2002, 3693/2008, 3884/2010 and 3873/2010, by officially opting to apply the UK Corporate Governance Code, TITAN CEMENT S.A. also applies the best practices advanced by said Code.

In relation to the independence criteria that must be met by the independent members of the Board of Directors, further to the criteria set forth in the legislation and the Code, the Company is also applying the additional criteria set out below in the paragraph titled "Nominating candidates for the Board of Directors" in Section III of this statement. Those criteria can also be found on the company’s website.

III. Reference to composition and modus operandi of the Board of Directors and other administrative, management and supervisory bodies or committees of the Company BOARD OF DIRECTORS