<Remuneration of Board members in 2012
On June 18 2012 the General Meeting of Shareholders had preapproved, in accordance with article 24 section 2 of Law 2190/1920, the payment of remuneration for the year 2012 for the members of the Board of Directors and its Committees, being of the same amount as for the year 2011.
The relevant remuneration amounted to:
- a total Gross Amount Euro 241,920 for the participation of the Board members in the Board of Directors (€ 17,280 for each member).
- a total Gross Amount of Euro 34,560 for the 3 members of the Audit Committee (€ 11,520 for each member).
-a total Gross Amount of Euro 17,280 for the 3 members of the Remuneration Committee (€ 5.760 for each member) and
- a total Gross Amount of Euro 17,280 for the 3 members of the Nomination and Corporate Governance Committee Remuneration Committee (€ 5.760 for each member).
The payment of the above remuneration, as well as of the additional gross remuneration of Euro 135,000, to the sixth executive member of the Board of Directors, Mr. Efthymios Vidalis, due to his increased duties in the frames of the Board of Directors, will be submitted for approval to the next Ordinary General Meeting of the Shareholders for the year 2012, in accordance with article 24 section 2 of Law 2190/1920.
The annual remuneration for 2012 for the 5 executive members of the Board of Directors who provided their services to the Company on the basis of an employment contract and the number of stock options that was granted to them in 2012 were decided on by the Board of Directors following a recommendation from the Remuneration Committee, based on their performance and the achievement of specific business targets.
The annual pay for the Chairman of the Board was also decided on by the Board of Directors following a recommendation from the Remuneration Committee, after the performance of his duties had first been evaluated by the Board of Directors. It should be noted that the Chairman has never participated in the Company’s stock option plans and consequently no options were granted to him in 2012.
In 2012, the salary and all manner of gross remuneration paid to the Chairman and the 5 executive members of the Board of Directors offering their services to the Company on the basis of an employment contract totaled € 1,708,664.44.
The sixth executive member of the Board of Directors, who is not connected with the Company on the basis of an employment relationship or a contract for provision of services, as noted above, received an additional remuneration of Euro 135,000. Said member received no other amount as salary or fee during 2012.
The 5 executive directors who provided their services to the Company on the basis of an employment contract also received 99,000 stock options in the context of the Company’s Stock Option Plan approved by the General Meeting of Shareholders on June 3 2010. Those options will mature under the strict terms and conditions specified in the Stock Option Plan (see description below) after 3 years have elapsed (namely in 2015).
Finally, following a practice advanced by the Code, the Company sets out information on the remuneration that two of the Board’s executive members, Mr. Dimitri Papalexopoulos and Mrs. Alexandra Papalexopoulou, received in 2012 for their participation, as independent, non-executive members of the Board of Directors of other companies listed in the Athens Exchange. More specifically, Mr. Dimitri Papalexopoulos received the net amount of € 20,229.30, as remuneration for his participation in the Board of Directors of EFG Eurobank Ergasias and Mrs. Alexandra Papalexopoulou received the net amount of €28,710 for her participation in the Board of Directors of National Bank of Greece and the net amount of €8,000 for her participation in the Board of Directors of Frigoglass S.A.