Separate and Consolidated Annual Financial Statements as of 31
st
December 2022 Page 60
• observing the members of the Board of Directors or the main shareholders (including the
shareholders with direct or indirect authority to shape or influence the composition of the
Board of Directors), in relation to existing and potential conflicts of interest between the
Company on the one hand and its Management on the other, as well as the appropriate
treatment of such conflicts. To this end, the Board of Directors should adopt a transaction
supervision procedure based on transparency and protection of corporate interests;
• ensuring the existence of an effective regulatory compliance process of the Company;
• responsibility for making relevant decisions and monitoring the effectiveness of the
Company's management system, including decision-making processes and the assignment of
powers and duties to other executives;
• forming, disseminating and applying the Company’s main values and principles that govern
its relations with all parties, whose interests are related to those of the Company;
• decision-making concerning all kinds of remuneration paid to the Company's executives, the
internal auditor but also the general remuneration policy of the Company and in fact, under
Law 4548/2018, establishes and brings the remuneration policy of its members and the
general manager or his deputy, if any, for approval by the General Meeting;
• approval of transactions with related parties as provided by Law 4548/2018 and the relevant
policy of the Company;
• responsibility for the preparation of the financial statements, the management report
(including the corporate governance statement).
According to the Company's Articles of Association, the Board of Directors is responsible for
deciding about any action concerning the Company's management, the management of its property
and the general pursuit of the Company's purpose and its representation, except for matters for
which the General Meeting is solely responsible according to an explicit provision of the Law. In
particular, according to the Articles of Association, the Board of Directors:
• Convenes the General Meetings of shareholders, determines their agenda and everything
concerning the announcement of their convening, as stipulated by the Law;
• Represents the Company in Greece and abroad before Public, Municipal and other authorities,
Organizations of any nature, natural or legal persons, in general before all Greek Courts of all
degrees and jurisdiction and before the Supreme Court and the Council of State;
• Regulates the internal and external operation of the Company and identifies each expense;
• Determines the respective use of available funds;
• Buys and sells real estate or movable property and leases or rents them;
• Concludes agreements with Banks for the opening of credits, the issuance of letters of
guarantee or credits through an open account, on whatever terms it wishes to approve,
provided that the success of the corporate purpose is achieved;
• Receives loans on behalf of the Company, provides payment orders and recognizes liabilities,
provides repayments and any exemptions;
• Concludes all kinds of contracts and agreements with third parties, natural or legal, domestic
or foreign persons for the import of products that are necessary to achieve the purpose of
the Company;
• Decides on the participation of the Company in existing or newly established companies and
the creation of new Company branches;
• Appoints lawyers and other proxies for the representation of the Company before the Courts
and other Authorities and Organizations to proceed to any of the above actions and generally