Corporate Governance

Annual Report 2012

The selection of suitable candidates and the planning of a smooth succession for members of the Board of Directors and senior management executives is the task of the Nomination and Corporate Governance Committee. Another key function of that Committee is to ensure the necessary balance of independence, qualifications, knowledge and experience for the members of the Board of Directors and that members of the Board are able to make available the time required to satisfactorily perform their duties.

In order to select suitable candidates, the Committee is, if it deems it necessary, entitled to use the services of special consultants or to publish notices.

When new members of the Board assume their duties, they receive formal induction training. Moreover, throughout their term in office, the Chairman ensures that they constantly expand their skill sets on issues relating to the Company and become familiarized with the Company and its executives so that they can contribute more effectively to the work of the Board of Directors and its various Committees.

Following a relevant recommendation by the Nomination and Corporate Governance Committee and in accordance with the Board of Directors’ Resolution of 17 March 2011, the nomination of candidacies and the composition of the Board of Directors are governed by the following principles:

A. At least ½ of the members of the Board of Directors, with the exception of the Chairman, must be independent non-executive members, that is to meet the independence criteria laid down in Greek law and the Code. In addition, they must not directly or indirectly hold shares in the Company accounting for more than 0.1% of its share capital.

B. Starting from the election of the next Board of Directors, the maximum limit on terms in office for independent members will be three, namely a total of nine years of tenure.

C. The Chairman and at least one of the Vice Chairmen of the Board of Directors must be non-executive members of the Board of Directors and, at least one of them must be an independent, non-executive member.