Corporate Governance

Annual Report 2012

The Audit Committee is comprised exclusively of independent members of the Board of Directors who have extensive management, accounting and auditing knowledge and experience. The ordinary and alternate members were elected by the General Meeting of Shareholders on 15 June 2011.

The Committee’s extensive auditing powers include supervising the work of the Group Internal Audit Division, which reports directly to the Audit Committee, monitoring the proper and effective implementation of the internal audit system and the risk management system, auditing the financial statements before they are approved by the Board of Directors, nominating certified public accountants who are then recommended by the Board of Directors to the General Meeting of Shareholders and monitoring issues relating to the retention of their independence and objectivity, as well as the monitoring of the financial reporting procedures implemented by the Company. The Committee is also responsible for supervising and monitoring the implementation of the confidential reporting procedure, which involves employees reporting any infringement of Company values or the Company Code of Conduct to management via the hotline which is in operation.

The Audit Committee’s duties and competences and its internal regulation have been posted to the Company's website.

The Audit Committee carries out at least four scheduled meetings each year to audit first quarter, half-year, third quarter and annual financial statements and to monitor the Company's internal audit and risk management systems. It also holds unscheduled meetings whenever that is considered necessary.

In 2012 the Audit Committee held four meetings on February 28, May 2, August 28 and November 12.

At its meetings the Committee addressed all issues within its remit, and in particular it addressed the following topics: a. an audit of the Company's financial statements as to their completeness and reliability in terms of the financial information they provide; b. monitoring and evaluation of the work of the Internal Audit Division, approval of changes to staffing of the internal audit services, and evaluation and recommendations on the annual pay for the Group’s Internal Audit Director; c. an audit and evaluation of the Company and Group’s risk management systems; d. a check to ensure the independence of the external auditors; and e. recommendations on the selection of  the external auditors to review and audit the 2012 financial statements.

In 2012 the Audit Committee held two meetings (February28 and August 28) with the external auditors (Ernst&Young) without the presence of the executives of the Company.

During year 2012 the Group΄s External Auditors (Ernst&Young) were assigned additional audit related services, other than the statutory audit services. Such audit related works were limited and reasonable and were assigned to the external auditors after the prior approval of the Audit Committee. Moreover, the total Group cost for the additional audit related works assigned to the external auditors within 2012 was less than 10.5 % of the total Group cost for the statutory audit services rendered by them. More specifically, the audit fees paid by the Group to Ernst & Young in 2012 for the statutory audit of the Company and 44 Group subsidiaries worldwide including the tax audit of the Company and Group subsidiaries in Greece amounted to the total sum of € 1,283,650 while the total fees paid for audit related services rendered to the Group amounted to €133,200.

The objectivity and independence of the external auditors has not been affected by the provision of the above limited and reasonable non audit services and has been fully safeguarded.