<Non-executive Board Members - Executive Board Members
The majority of the members of the Board of Directors of the Company, that is 8 of 14 members, are non-executive directors.
By virtue of the Board of Directors Resolution of 15 June 2011, the non-executive members of the Board of Directors are Messrs. Efstratios - Georgios (Takis) Arapoglou, Eftychios Vassilakis, George David, Spyridon Theodoropoulos, Andreas Canellopoulos, Panagiotis Marinopoulos, Petros Sabatacakis and Vassilios Fourlis.
The Board of Directors by virtue of the same as above resolution dated 15 June 2011 determined that Mr. Efthymios Vidalis, who until then served as independent non-executive director, acquired the capacity of executive director. Said resolution was announced to the Athens Exchange and to investors and was taken in view of the increased duties in the sectors of strategy and sustainable development that were delegated to Mr. Vidalis, as of 01 July 2011; said increased responsibilities entail the exercise on the part of Mr. Vidalis of executive director’s duties and his entitlement to increased remuneration in accordance with the relevant resolution of the General Meeting of the Shareholders of 8 June 2012. A detailed reference to said resolution is set out below in the section referring to the Remuneration of the Board of Directors.
The Board’s non-executive members do not perform executive or management tasks but, through their participation in the Board and its Committees (in fact only such members sit on committees), contribute to the Company to mark out its strategy, supervise the suitability and effectiveness of administration, internal audit, and risk management systems, determine the level of pay for executive members of the Board, select new suitable candidates for the Board of Directors and ensure a succession plan is in place.
The Board of Directors in accordance with the relevant provision B.1.1. of the Code determines that the following seven of total eight non-executive directors are independent: Messrs. Efstratios- Georgios (Takis) Arapoglou, Eftychios Vassilakis, George David, Spyridon Theodoropoulos, Panagiotis Marinopoulos, Petros Sabatacakis and Vassilios Fourlis, who have also been appointed, as per the Greek law, by the General Meeting of the Shareholders as independent directors.
The executive members of the Board of Directors are six, namely Messrs. Dimitri Papalexopoulos, Nellos Canellopoulos, Takis Canellopoulos, Alexandra Papalexopoulou, Michail Sigalas and Efthymios Vidalis.
Five of the total six executive members of the Board of Directors, including the CEO, Mr. Dimitri Papalexopoulos, originate from the shareholding core and senior executives of the Company, providing their services to the Company on the basis of employment contracts.