Duties & Responsibilities of BoD Members

 

The Board of Directors constitutes the highest authority in the Company's management which predominantly shapes its growth strategy and policy and furthermore, supervises and monitors the management of its assets.

The Board of Directors has the decision making power on every issue concerning the management of assets, the administration and representation of the Company and all of its activities, in general; furthermore, to undertake all requisite measures and resolutions as to realize the Company's object. Issues that do not fall into the competences of the Board are those which according to the provisions of the Law or the Company's Articles of Association are subordinate to the exclusive responsibilities of the General Meeting. Furthermore, the Board of Directors monitors the Company's course and the manifestation of its program.

The Board has mainly the following responsibilities:

  • To foster the Company's affairs and interests.
  • To decide upon lending and credit contracts of any nature and to receive or grant loans and credits of any type, as well as to sign contracts on derivatives of financial products aiming exclusively to cover bills of exchange or other related risks. In order to provide security in the aforementioned credit contracts, the board has the capacity to decide upon concessions, collaterals or transfers of the Company's profits "partially or as a whole", as well as to proceed on claims of any nature from natural or legal persons of a private or public legal status, including the State or to provide securities of any type.
  • To draft and amend agencies' regulations, as well as the rules for games of chances and initiate their approval or modification pursuant to the provisions in force.
  • To decide upon the settlement of the Company's agents' possible debts, as to collect them prior to any claim in court.
  • To draft the Company's annual budget upon the initiative of the Chief Executive and submit it to the Ordinary General Meeting.
  • To draft upon the initiative of the Chief Executive, a system of service and efficacy indexes.
  • To draft after the end of every fiscal year, upon the initiative of the Chief Executive the Company's annual financial statements and submit them for approval to the Ordinary General Meeting; these include the annual income-expenditure report, the balance sheet, the operating results, the Corporate Governance Statement, as well as other data stipulated in general or special statutes.
  • To convene an Ordinary or Extraordinary General Meeting, in accordance to the provisions of the Law or the Articles of Association or whenever required.
  • To initiate all items for discussion in the General Meeting.
  • To decide upon the establishment of subsidiary companies and the participation of the Company in other companies or joint ventures either domestic or foreign, pursuant to article 2 of its statutes.
  • To decide upon the expansion of the Company's business activities in other countries, either through setting-up branches and offices or establishing subsidiary companies, joint ventures or participation in joint ventures; also by the acquisition of state or private games of chances entities or the acquisition of games of chances rights pursuant to article 2, section g΄par. 1 of its Articles of Association.
  • To decide as to assign to domestic or foreign natural or legal persons the design and construction of works, as well as the provision of services.
  • To decide upon the provision of technical or consulting services by and to the Company, offered and received by natural or legal persons.
  • To decide to sell assets, file complaints or withdraw from actions, exercise judiciary means or withdraw them, to settle in or outside the courts, to contract loans of any nature or receive and grant credits of any type, as well as to sign contracts on derivatives of financial products aiming exclusively to cover bills of exchange or other related risks. In order to provide security in the aforementioned credit contracts, the board has the capacity to decide upon concessions, collaterals or transfers of the Company's profits "partially or as a whole", as well as to proceed on claims of any nature from natural or legal persons of a private or public legal status, including the State or to provide securities of any type.
  • To set out the Company's strategy and approve business-to-business partnerships or draft special agreements aiming at enhancing its position in the domestic and international market.
  • To define the Company's pricing policy and approve its expenditure.
  • To approve the Employees Regulation and draft the Company's Internal Organization and Operations Charter in accordance to the law.
  • To approve the operation regulations of the Management Council, when one is appointed.
  • To initiate, as the relevant law stipulates, the approval or amendment of the Agencies' Regulation.
  • To decide upon signing collective labour contracts with the employees and drafting new Staff Regulation or amending those in force, in accordance to the applicable legislation.
  • To decide upon drafting or amending any regulation, in the case that it is not specifically provided for in the Articles of Association or by the statutory competent body. This may include to draft or amend the Procurement Regulation.
  • To decide upon the disposal or sale of surplus or obsolete company materials of any nature, under the terms and conditions of the applicable legislation.
  • To decide upon the security of payments, collectables and the Company's assets.
  • To decide upon contracting with special associates with expertise or know-how on a certain field pertaining to the organization, management, operation and the growth of the Company, in general.
  • The Board of Directors decides, upon the initiative of the Chief Executive on the establishment of committees or project teams. The members of these committees or project teams may be either employees or executives of the Company and its subsidiaries, or external specialized experts. Upon the decision of the establishment of committees or project teams, the nature and type of project, the timetable for its completion and the remuneration to be paid to the members of the committee or the project teams are determined; it is mandatory for the latter to convene beyond regular working hours, while their work is not be considered overtime.
  • The Board of Directors decides upon the appointment of staff as to cover the Company needs.
  • Furthermore, the Board of Directors maintains the right upon its decision to allocate profits or optionally safe depositories within the current fiscal year, provided that a relevant authorization is granted by the General Meeting.
  • The Board of Directors, upon its decision may transfer under the restrictions of the law (especially article 22 par. 3 Codified Law 2190/1920, as in force) and the Articles of Association, a part of its powers or competencies to one or more persons, whether members of the board or not.
  • Board actions, even if outside the Company's purpose, render the Company liable to third parties except in the case it is proved that the third party was aware of the over-running of the Company's purpose or had the duty to know. Adherence to disclosure notifications concerning the Company's Articles of Association or their amendments do not constitute sole proof.
  • Restrictions of the board's powers by the statutes or a General Meeting decision are not opposable to third parties, even when published in disclosure notifications.
  • During the last quarter of the year, the Board decides upon its action plan upon the initiative of its Chairman. Furthermore, the first quarter is the period during which the Board supervises the drafting of the report of the previous year's actions.
  • The Board is responsible to conduct an annual re-examination of the corporate strategy, the major business risks and the internal audit systems with the assistance of the relevant Committees and Departments.

Board Members

The Board of Directors consists of seven (7) to thirteen (13) members, which are distinguished into executive and non-executive. Executive members are employed in the Company or offer services to it by discharging managerial duties. Non-executive members of the Board have no managerial duties in the Company and may set out and draft independent evaluations addressed to the Board or the General Meeting, especially when pertaining to the Company's strategy, its performance and its assets. The number of non-executive members of the board must not be less than 1/3 of the total number of members and if there is a fraction it is rounded up to the next figure.

Out of the total of non-executive members at least three (3) must be independent.

The members of the Board, as a group or individually, during the discharge of their special managerial and representational duties conferred to them by the Board of Directors, must act having as their aim to constantly pursue the enhancement of the Company's long standing financial value and to promote the Company's interest, in general.

The members of the board, as well as any third party assigned by the Board of Directors with its duties must refrain from pursuing personal interests contravening to the Company's interests.

The members of the board as well as any third party assigned by the Board of Directors with its duties must disclose to the remaining board members their significant personal interests which may possibly be influenced directly by the Company's transactions or decisions, as well as any other conflict of personal interests with those of the Company or its affiliated companies deriving during the discharge of their duties, in the sense of Article 43e par.5 of Codified Law 2190/1920.

 

 

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