Corporate Governance

Annual Report 2012

This Committee is comprised of three Board members of which two are independent. The Chairman of the Board of Directors sits on the Committee as its third member, who is a non-executive director.

All members of the Committee have extensive experience in business administration and corporate governance. The task of this Committee is to recommend suitable candidates for membership of the Board of Directors, to plan for the succession and continuity of Company Management and to offer opinions on the correct implementation of Corporate Governance Principles in relation to the relevant legislation, the best international practices and the Code of Corporate Governance that the Company applies.

The Committee had three meetings in 2012, namely on March1, November12 and 14 December2012.

During these meetings the Committee addressed the following topics:

a. Drew conclusions from the responses of the members of the Board to the questionnaire relating to the evaluation of the function of the Board of Directors and its Committees in 2011 and submitted a relevant report to the Board of Directors.

b. Studied the existing succession plans for the Chairman, the CEO and the senior executives of the Company.

c. Studied the contents of the Corporate Governance Statement that was submitted by the Company in 2012, as part of the Annual Report of the Board of Directors for the fiscal year 2011 and also studied all derogations from the principles of the Code  and concluded that all such derogations were reasonable and

d. Prepared a description of the role and capabilities and made a selection of new candidates to be recommended for election as independent Board members by the General Meeting of Shareholders to be held in June 2013.

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

In addition to the above three Committees of the Board of Directors, the following Committees have been formed, for the monitoring and the coordination of the Company’ and the Group’s activities.