213800V54ASIMZREDX492022-12-31213800V54ASIMZREDX492021-12-31213800V54ASIMZREDX492022-01-012022-12-31213800V54ASIMZREDX492021-01-012021-12-31213800V54ASIMZREDX492020-12-31ifrs-full:IssuedCapitalMember213800V54ASIMZREDX492020-12-31ifrs-full:SharePremiumMember213800V54ASIMZREDX492020-12-31ifrs-full:ReserveOfCashFlowHedgesMember213800V54ASIMZREDX492020-12-31ifrs-full:RevaluationSurplusMember213800V54ASIMZREDX492020-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800V54ASIMZREDX492020-12-31ifrs-full:RetainedEarningsMember213800V54ASIMZREDX492020-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800V54ASIMZREDX492020-12-31ifrs-full:NoncontrollingInterestsMember213800V54ASIMZREDX492020-12-31213800V54ASIMZREDX492021-12-31ifrs-full:IssuedCapitalMember213800V54ASIMZREDX492021-12-31ifrs-full:SharePremiumMember213800V54ASIMZREDX492021-12-31ifrs-full:ReserveOfCashFlowHedgesMember213800V54ASIMZREDX492021-12-31ifrs-full:RevaluationSurplusMember213800V54ASIMZREDX492021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800V54ASIMZREDX492021-12-31ifrs-full:RetainedEarningsMember213800V54ASIMZREDX492021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800V54ASIMZREDX492021-12-31ifrs-full:NoncontrollingInterestsMember213800V54ASIMZREDX492022-12-31ifrs-full:IssuedCapitalMember213800V54ASIMZREDX492022-12-31ifrs-full:SharePremiumMember213800V54ASIMZREDX492022-12-31ifrs-full:ReserveOfCashFlowHedgesMember213800V54ASIMZREDX492022-12-31ifrs-full:RevaluationSurplusMember213800V54ASIMZREDX492022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800V54ASIMZREDX492022-12-31ifrs-full:RetainedEarningsMember213800V54ASIMZREDX492022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800V54ASIMZREDX492022-12-31ifrs-full:NoncontrollingInterestsMember213800V54ASIMZREDX492021-01-012021-12-31ifrs-full:IssuedCapitalMember213800V54ASIMZREDX492021-01-012021-12-31ifrs-full:SharePremiumMember213800V54ASIMZREDX492021-01-012021-12-31ifrs-full:ReserveOfCashFlowHedgesMember213800V54ASIMZREDX492021-01-012021-12-31ifrs-full:RevaluationSurplusMember213800V54ASIMZREDX492021-01-012021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800V54ASIMZREDX492021-01-012021-12-31ifrs-full:RetainedEarningsMember213800V54ASIMZREDX492021-01-012021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800V54ASIMZREDX492021-01-012021-12-31ifrs-full:NoncontrollingInterestsMember213800V54ASIMZREDX492022-01-012022-12-31ifrs-full:IssuedCapitalMember213800V54ASIMZREDX492022-01-012022-12-31ifrs-full:SharePremiumMember213800V54ASIMZREDX492022-01-012022-12-31ifrs-full:ReserveOfCashFlowHedgesMember213800V54ASIMZREDX492022-01-012022-12-31ifrs-full:RevaluationSurplusMember213800V54ASIMZREDX492022-01-012022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800V54ASIMZREDX492022-01-012022-12-31ifrs-full:RetainedEarningsMember213800V54ASIMZREDX492022-01-012022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800V54ASIMZREDX492022-01-012022-12-31ifrs-full:NoncontrollingInterestsMemberiso4217:EURiso4217:EURxbrli:shares
FOURLIS HOLDINGS S.A.
REG. NO: 13110/06/
Β
/86/01
GENERAL COMMERCIAL REGISTRY NO: 258101000
LEI Registration Number: 213800V54ASIMZREDX49
REGISTERED SEAT - HEADQUARTERS: 18-20, SOROU STR. (Building A) – 151 25 MAROUSI
ANNUAL FINANCIAL REPORT
For the period
1/1/2022 to 31/12/2022
(TRANSLATED FROM THE GREEK ORIGINAL)
(In accordance with Law 3556/2007)
Annual Financial Report for the period
1/1/2022 to 31/12/2022
3
Statements of the Members of the Board of Directors
(In accordance with article 4 par. 2 L. 3556/ 2007)
The undersigned below
1.
Vassilis S. Fourlis, Chairman of the Board of Directors,
2.
Dafni A. Fourlis, Vice Chairman of the Board of Directors, and
3.
Apostolos D. Petalas, CEO
We confirm that to the best of our knowledge:
a.
The
Financial
Statements
(Consolidated
and
Separate)
of
FOURLIS
HOLDINGS
SA
for
the
period
1/1/
-
31/12/2022
which
have
been
prepared
in
accordance
with
International
Financial
Reporting
Standards
as
endorsed
by
the
EU,
provide
a
true
and
fair
view
of
the
Assets,
Liabilities
and
Shareholder’s
Equity
along
with
the
income
statement
of
FOURLIS
HOLDINGS
S.A.
as
well
as
of
the
companies that are included in the consolidation taken as a whole.
b.
The
Annual
Report
of
the
Board
of
Directors
provides
a
true
and
fair
view
of
the
evolution,
performance
and
financial
position
of
FOURLIS
HOLDINGS
S.A.
and
of
the
companies
included
in
the
consolidation,
taken
as
a
whole,
as
well
as
a
description
of
the
main
risks
and
uncertainties
they face.
Maroussi, March 20 2023
The Vice Chairman of the BoD
Annual Financial Report for the period
1/1/2022 to 31/12/2022
4
ANNUAL REPORT OF THE BOARD OF DIRECTORS OF THE COMPANY
FOURLIS HOLDINGS SA ON THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR 2022 (1/1 –
31/12/2022)
TO THE ORDINARY ANNUAL GENERAL ASSEMBLY OF SHAREHOLDERS OF THE YEAR 2023
Dear Shareholders,
This
Financial
Report
of
the
Board
of
Directors
concerns
the
period
of
twelve
consecutive
months
of
the
period
year
ending
on
31/12/2022
(1/1
-
31/12/2022)
and
was
conducted
in
compliance
with
the
relevant
provisions
of
L.
4548/2018
as
applicable
until
31/12/2022,
article
4
of
L.
3556/2007
and
resolution
7/448/22.10.2007
of
the
Hellenic
Capital
Market
Commission.
Consolidated
and
Separate
Financial Statements have been conducted in accordance with the IFRS as endorsed by the EU.
Please
find
below
for
your
approval,
the
Financial
Statements
for
the
period
1/1
–
31/12/2022
of
the
Company
FOURLIS
HOLDINGS
S.A.
and
the
Group
which
consists
of
its
direct
and
indirect
subsidiaries.
In
the
meeting
of
the
Board
of
Directors
in
which
the
preparation
and
conduct
of
the
Financial
Statements
of
the
Company
and
the
Group
was
discussed,
the
Board
of
Directors
was
in
quorum
and
participated in it all its independent non executive members.
1.
THE GROUP – Business Segments
The
parent
company
FOURLIS
HOLDINGS
S.A.
(“Company”),
along
with
its
direct
and
indirect
subsidiaries,
form
the
Fourlis
Group
(“Group”),
which
is
mainly
operating
in
the
Retail
Trading
of
Home
Furniture
and
Household
Goods
(IKEA
Stores)
and
in
the
Retail
Trading
of
Sporting
Goods
(INTERSPORT
and TAF Stores).
The
Retail
Trading
of
Home
Furniture
and
Household
Goods
(IKEA
Stores)
also
includes
investments
in
real
estate
through
the
Group's
subsidiary
under
the
name
TRADE
ESTATES
REIC,
which
was
established
in
July
2021,
the
date
on
which
it
acquired
the
Group's
properties
through
a
contribution
of
the
specific
sector.
The
direct
and
indirect
subsidiaries
of
the
Group,
that
are
included
in
the
consolidated
financial
statements for the year 2022 grouped per segment and country of operation, are the following:
a) Full consolidation method
Retail Trading of Home Furniture and Household Goods (IKEA Stores)
The retail trading of home furniture and household goods segment includes the following Companies:
•
HOUSEMARKET
SA
FOR
THE
TRADING
OF
HOME
FURNITURE,
HOUSEHOLD
AND
CATERING
GOODS,
with
the
distinctive
title
HOUSEMARKET
SA
and
registered
seat
in
Greece,
in
which
the
parent company has a direct shareholding of 100%.
•
H.M.
HOUSEMARKET
(CYPRUS)
LTD,
with
the
distinctive
title
HOUSEMARKET
(CYPRUS)
LTD
and
Annual Financial Report for the period
1/1/2022 to 31/12/2022
5
registered seat in Cyprus, in which the parent company has an indirect shareholding of 100%.
•
TRADE
LOGISTICS
COMMERCIAL
AND
INDUSTRIAL
S.A.,
with
the
distinctive
title
“TRADE
LOGISTICS
SA”
and
registered
seat
in
Greece,
in
which
the
parent
company
has
an
indirect
shareholding
of
100%
(except
for
one
share).
The
retail
trading
of
home
furniture
and
household
goods segment includes warehousing services provided by the company TRADE LOGISTICS SA.
•
RENTIS
REAL
ESTATE
INVESTMENTS
SA,
with
the
distinctive
title
RENTIS
SA
and
registered
seat
in
Greece
,
in
which
the
parent
company
has
an
indirect
shareholding
of
91.89%
(except
for
one
share).
•
HOUSE
MARKET
BULGARIA
EAD,
with
the
distinctive
title
HOUSE
MARKET
BULGARIA
EAD,
and
registered seat in Bulgaria, in which the parent company has an indirect shareholding of 100%.
•
WYLDES
LIMITED
with
the
distinctive
title
WYLDES
LTD
and
registered
seat
in
Cyprus,
in
which
the
parent
company
has
an
indirect
shareholding
of
100%.
Through
associated
companies
WYLDES
LTD,
VYNER
LTD
and
SW
SOFIA
MALL
ENTERPRISES
LTD,
the
Group
has
a
shareholding
in
the
company
SOFIA
SOUTH
RING
MALL
EAD,
which
operates
one
of
the
biggest
malls
in
Sofia
Bulgaria
as well as its relevant business activities.
•
TRADE
ESTATES
BULGARIA
EAD
with
the
distinctive
title
TRADE
ESTATES
BULGARIA
EAD
and
registered seat in Bulgaria, in which the parent company has an indirect shareholding of 91.89%.
•
TRADE
ESTATES
CYPRUS
LTD
with
the
distinctive
title
TRADE
ESTATES
CYPRUS
LTD
and
registered
seat in Cyprus, in which the parent company has an indirect shareholding of 91.89%.
•
H.M.
ESTATES
CYPRUS
LTD
with
the
distinctive
title
H.M.
ESTATES
CYPRUS
LTD
and
registered
seat in Cyprus, in which the parent company has an indirect shareholding of 91.89%.
•
TRADE
ESTATES
REAL
ESTATE
INVESTMENT
COMPANY
SA
with
the
distinctive
title
TRADE
ESTATES
REIC
and
registered
seat
in
Greece,
in
which
the
parent
company
has
a
direct
shareholding of 15.32%.
•
TRADE
ESTATES
REAL
ESTATE
INVESTMENT
COMPANY
SA
with
the
distinctive
title
TRADE
ESTATES
REIC
and
registered
seat
in
Greece,
in
which
the
parent
company
has
an
indirect
shareholding of 76.57%.
•
BERSENCO
REAL
ESTATE
DEVELOPMENT
AND
PROPERTY
MANAGEMENT
SA
with
registered
seat
in Greece, in which the parent company has an indirect shareholding of 91.89%.
•
KTIMATODOMI
SOLE
SHAREHOLDER
SA
with
registered
seat
in
Greece,
in
which
the
parent
company has an indirect shareholding of 91.89%.
•
VOLYRENCO
REAL
ESTATE
DEVELOPMENT
AND
EXPLOITATION
SOCIETE
ANONYME
with
registered seat in Greece, in which the parent company has an indirect shareholding of 91.89%.
Retail Trading of Sporting Goods (INTERSPORT and TAF Stores)
The retail trading of sporting goods segment includes the following Companies:
•
INTERSPORT
ATHLETICS
COMMERCIAL
SA,
with
the
distinctive
title
INTERSPORT
ATHLETICS
SA
and registered seat in Greece, in which the parent company has a direct shareholding of 100%.
•
INTERSPORT
ATHLETICS
(CYPRUS)
LTD,
with
the
distinctive
title
INTERSPORT
ATHLETICS
Annual Financial Report for the period
1/1/2022 to 31/12/2022
6
(CYPRUS)
LTD
and
registered
seat
in
Cyprus,
in
which
the
parent
company
has
an
indirect
shareholding of 100%.
•
GENCO
BULGARIA
EOOD
with
distinctive
title
GENCO
BULGARIA
EOOD
and
registered
seat
in
Bulgaria, in which the parent company has an indirect shareholding of 100%.
•
INTERSPORT
ATLETİK
MAĞAZACILIK
VE
DIŞ
TİCARET
A.Ş.,
with
distinctive
title
INTERSPORT
ATLETİK
and
registered
seat
in
Turkey,
in
which
the
parent
company
has
an
indirect
shareholding
of 100%.
•
TRADE
LOGISTICS
COMMERCIAL
INDUSTRIAL
S.A.,
with
distinctive
title
TRADE
LOGISTICS
SA
and
registered
seat
in
Greece,
in
which
the
parent
company
has
an
indirect
shareholding
of
100%
(except
for
one
share).
The
retail
trading
of
sporting
goods
segment
includes
warehousing
services
provided by the company TRADE LOGISTICS SA.
•
GENCO
TRADE
SRL,
with
distinctive
title
GENCO
TRADE
SRL
and
registered
seat
in
Romania.
The
parent company has a direct shareholding of 1.57% and an indirect shareholding of 98.43%
•
SNEAKERS
MARKET
SOLE
SHAREHOLDER
SA
with
distinctive
title
SNEAKERS
SA
and
registered
seat
in
Greece,
in
which
the
parent
company
has
a
direct
shareholding
of
100%.
On
30/12/2022
the
Group
agreed
the
sale
of
the
retail
trading
"The
Athlete's
Foot
(TAF)"
in
Greece
and
the
transaction
was completed at the end of February 2023.
Retail Trading of Health and Wellness goods
•
WELLNESS
MARKET
SOLE
SHAREHOLDER
SA
with
registered
seat
in
Greece,
in
which
the
parent
company has a direct shareholding of 100%.
The Group’s consolidated data include the following affiliated companies:
•
VYNER
LTD,
with
distinctive
title
VYNER
LTD
and
registered
seat
in
Cyprus,
in
which
WYLDES
LIMITED has a direct shareholding of 50%.
•
SW
SOFIA
MALL
ENTERPRISES
LTD,
with
registered
seat
in
Cyprus,
in
which
WYLDES
LIMITED
has
a direct shareholding of 50%.
•
MANTENKO
SA,
with
registered
seat
in
Greece,
in
which
TRADE
ESTATES
REIC
has
a
direct
shareholding of 50%, engaged in real estate management.
•
POLIKENCO
SA,
with
registered
seat
in
Greece,
in
which
TRADE
ESTATES
REIC
has
a
direct
shareholding of 50%, engaged in real estate management.
•
SEVAS
TEN
SA,
with
registered
seat
in
Greece,
in
which
TRADE
ESTATES
REIC
has
a
direct
shareholding of 50%, engaged in real estate management.
•
RETS
CONSTRUCTION
SA,
with
registered
seat
in
Greece.
The
parent
company
has
an
indirect
shareholding of 50%.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
7
2.
FINANCIAL DATA-
IMPORTANT FACTS & FIGURES
(All the amounts are reported in terms of thousands Euros, unless otherwise stated)
Sales
of
the
retail
trading
of
Home
Furniture
and
Household
Goods
(IKEA
Stores)
increased
by
16.2%
compared
to
the
corresponding
period
of
2021,
whereas
sales
of
the
retail
trading
of
Sporting
Goods
(INTERSPORT and TAF Stores) increased by 10.6%.
More specifically:
The
retail
trading
of
Home
Furniture
and
Household
Goods
(IKEA
Stores)
segment,
realized
sales
of
euro
317.6
million
for
the
year
2022
(2021:
euro
273.4
million).
The
total
EBITDA
of
the
segment,
as
defined
in
section
9,
amounted
at
Euro
36.0
million
compared
to
the
amount
of
euro
31.4
million
in
2021.
The
total
EBITDA
(OPR)
of
the
segment,
as
defined
in
section
9,
amounted
to
Euro
30.5
million
compared
to
the
amount
of
Euro
25.8
million
in
2021.
The
total
EBIT
of
the
segment,
as
defined
in
section
9,
amounted
to
Euro
31.6
million
compared
to
the
amount
of
Euro
20.5
million
in
2021,
whereas
the
segment
presented
profits
before
taxes
of
euro
23.8
million
compared
to
profits
of
euro
12.1
million
in
2021.
The
retail
trading
of
Sporting
Goods
(INTERSPORT
and
TAF
Stores),
realized
sales
of
euro
184.3
million
for
the
year
2022
(2021:
euro
166.6
million).
The
total
EBITDA
of
the
segment,
as
defined
in
section
9,
for
the
year
2022
amounted
to
euro
26.0
million
compared
to
euro
26.6
million
in
2021.
The
total
EBITDA
(OPR)
of
the
segment,
as
defined
in
section
9,
amounted
to
Euro
12.4
million
compared
to
Euro
14.2
million
in
2021.
The
total
EBIT
of
the
segment,
as
defined
in
section
9,
amounted
to
euro
5.6
million
compared
to
euro
8.5
million
in
2021,
whereas
the
segment,
presented
losses
before
taxes
of
euro
0.4
million compared to profits before taxes of euro 2.1 million in 2021.
Group’s
consolidated
profits
before
taxes
amounted
to
euro
20.0
million
compared
to
consolidated
profits
before
taxes
of
euro
12.1
million
in
2021.
Net
profits
amounted
to
euro
19.2
compared
to
profits
of
euro
11.5 million in 2021.
In
an
effort
to
present
a
complete
and
real
view
of
the
Group’s
performance,
we
report
the
consolidated
results
per
segment
for
the
period
1/1
–
31/12/2022
comparable
to
the
corresponding
results
for
the
fiscal
year
1/1
–
31/12/2021
at
the
following
tables.
Amounts
are
reported
in
terms
of
thousands
of
Euros.
Retail Trading of Home Furniture and Household Goods (IKEA stores):
(*) The alternative performance measures selected are mentioned in note 9.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
8
Certain
amounts
of
the
previous
year
have
been
adjusted
to
reflect
their
nature
(from
expenses
included
in
the
cost
of
sales
to
distribution
expenses
and
administrative
expenses
with
a
corresponding
adjustment
for
depreciation/impairment)
.
More
specifically,
prior
year’s
amounts
included
in
the
cost
of
sales
of
the
subsidiary
TRADE
LOGISTICS
S.A
have
been
adjusted
to
become
similar
and
comparable
to
the
corresponding
amounts
of
the
current
period
and
to
be
reflected,
depending
on
their
nature,
in
the
distribution
expenses
and
administrative
expenses.
A
corresponding
adjustment
was
made
for
depreciation/impairment.
In
addition,
last
year’s
amounts
have
been
adjusted
to
better
reflect
changes
in
the
way
expenses
are
allocated
between
the
Group's
operating
segments.
More
specifically,
the
expenses
of
the
subsidiary
TRADE
LOGISTICS
SA
of
the
previous
period
have
been
adjusted
to
become
similar
and
comparable
to
the
corresponding
amounts
of
the
current
period
regarding
the
way
of
apportioning
the
expenses
of
the
operating segments where the supply chain services are provided.
Retail Trading of Sporting Goods (INTERSPORT and TAF stores)
(*) The alternative performance measures selected are mentioned in note 9.
Certain
amounts
of
the
previous
year
have
been
adjusted
to
reflect
their
nature
(from
expenses
included
in
the
cost
of
sales
to
distribution
expenses
and
administrative
expenses
with
a
corresponding
adjustment
for
depreciation/impairment)
.
More
specifically,
last
year’s
amounts
included
in
the
cost
of
sales
of
the
subsidiary
TRADE
LOGISTICS
S.A
have
been
adjusted
to
become
similar
and
comparable
to
the
corresponding
amounts
of
the
current
period
and
to
be
reflected,
depending
on
their
nature,
in
the
distribution
expenses
and
administrative
expenses.
A
corresponding
adjustment
was
made
for
depreciation/impairment.
In
addition,
last
year’s
amounts
have
been
adjusted
to
better
reflect
changes
in
the
way
expenses
are
allocated
between
the
Group's
operating
segments.
More
specifically,
the
expenses
of
the
subsidiary
TRADE
LOGISTICS
SA
of
the
previous
period
have
been
adjusted
to
become
similar
and
comparable
to
the
corresponding
amounts
of
the
current
period
regarding
the
way
of
apportioning
the
expenses
of
the
operating segments where the supply chain services are provided.
Group Consolidated:
Profit/ (Loss) before Tax (*)
Annual Financial Report for the period
1/1/2022 to 31/12/2022
9
(*) The alternative performance measures selected are mentioned in note 9.
Certain
amounts
of
the
previous
year
have
been
adjusted
to
reflect
their
nature
(from
expenses
included
in
the
cost
of
sales
to
distribution
expenses
and
administrative
expenses
with
a
corresponding
adjustment
for
depreciation/impairment)
.
More
specifically,
last
year’s
amounts
included
in
the
cost
of
sales
of
the
subsidiary
TRADE
LOGISTICS
S.A
have
been
adjusted
to
become
similar
and
comparable
to
the
corresponding
amounts
of
the
current
period
and
to
be
reflected,
depending
on
their
nature,
in
the
distribution
expenses
and
administrative
expenses.
A
corresponding
adjustment
was
made
for
depreciation/impairment.
In
addition,
last
year’s
amounts
have
been
adjusted
to
better
reflect
changes
in
the
way
expenses
are
allocated
between
the
Group's
operating
segments.
More
specifically,
the
expenses
of
the
subsidiary
TRADE
LOGISTICS
SA
of
the
previous
period
have
been
adjusted
to
become
similar
and
comparable
to
the
corresponding
amounts
of
the
current
period
regarding
the
way
of
apportioning
the
expenses
of
the
operating segments where the supply chain services are provided.
We
note
that
on
a
consolidated
basis
the
Group’s
Total
Equity
allocated
to
the
shareholders
of
the
parent
company
on
December
31,
2022
amounts
to
euro
185
million
compared
to
an
amount
of
euro
176
million on 31/12/21.
3.
Basic Financial Indicators of the Consolidated Financial Statements
Please
find
below
basic
Indicators
in
respect
of
the
Group
Financial
Structure
and
Performance
and
Efficiency
according
to
the
consolidated
financial
statements
included
in
the
Annual
Financial
Report
of
the Group, for the fiscal year 2022 in comparison with the previous fiscal year 2021.
Financial
Structure
Indicators:
Net Profit After Tax and Minority
Interests
Annual Financial Report for the period
1/1/2022 to 31/12/2022
10
Performance and Efficiency basic Indicators:
4.
Operating Performance – Important developments:
During
the
period
1/1
–
31/12/2022
the
following
share
capital
changes
in
the
parent
company
and
its
subsidiaries were realized:
A. FOURLIS HOLDINGS S.A.:
In
the
context
of
implementation
of
the
Stock
Option
Plan
which
was
approved
and
established
by
the
resolution
of
the
Extraordinary
General
Assembly
of
the
shareholders
on
27/9/2013
(Stock
Option
Plan
–
hereinafter
referred
to
as
“the
Program”),
within
the
year
2021,
39.943
options
were
exercised
(hereinafter
referred
to
as
“the
Options”).
Following
the
resolution
of
the
Board
of
Directors
on
20/12/2021
(relevant
minutes
of
the
BoD
with
number
430/20.12.2021
),
the
exercise
of
the
aforementioned
options
by
the
corresponding
beneficiaries
of
the
Program
was
certified
upon
payment
of the exercise price of the new shares.
It
is
noted
that
the
underlying
price
of
the
shares
to
which
the
remaining
stock
options
correspond,
was
initially
determined
at
the
amount
of
Euro
three
and
forty
cents
(euro
3,40)
per
share,
which
was
the
stock
closing
price
of
the
share
on
the
date
of
the
resolution
of
the
General
Assembly
for
the
Program
(SOP)
(27/9/2013).
Already,
the
resolutions
dated
20/11/2017,
19/11/2018
and
18/11/2019
of
the
BoD
(relevant
minutes
of
the
BoD
with
number
389/20.11.2017,
399/19.11.2018
and
407/18.11.2019
accordingly
)
resulted
to
the
readjustment
of
the
historical
share
price
of
the
Company
and
therefore
the
implemented
exercise
price
of
stock
options
of
the
Program
(SOP)
is
deemed
to
amount
to
εuro
three
Total Current assets/Total Assets
Total current assets without Assets classified as held for sale / Total
Assets
Total Liabilities/TOTAL SHAREHOLDERS EQUITY & LIABILITIES
Total Shareholders Equity/TOTAL SHAREHOLDERS EQUITY &
LIABILITIES
Total Current assets/ Total Current Liabilities
Total current assets without Assets classified as held for sale / Total
current Liabilities without Liability arising from assets held for sale
Operating Profit / Revenue
Profit before Tax / Total Shareholders Equity
Annual Financial Report for the period
1/1/2022 to 31/12/2022
11
and 0.2226 cents (euro 3.2226) per share.
Following
the
certification
of
the
payment
of
the
exercise
price
of
the
Stock
Options
by
their
beneficiaries,
namely
of
the
total
amount
of
one
hundred
and
twenty-eight
thousand
seven
hundred
twenty
euros
and
thirty
three
cents
128,720.33,
Thirty-nine
thousand
nine
hundred
and
forty-three
39.943
new
ordinary
registered
shares
were
issued
and
delivered
to
the
corresponding
beneficiaries
of
the
Program,
of
nominal
value
euro
1,00
per
share,
whereas
the
share
capital
of
the
Company
increased
by
the
amount
of
Thirty-nine
thousand
nine
hundred
and
forty-three
euro
39,943.00
which
corresponds
to
the
nominal
value
of
the
new
shares.
Moreover,
following
the
exercise
of
the
aforementioned
Options
by
payment
of
exercise
price
of
these
options,
namely
euro
3.2226
per
share
according
to
the
aforementioned,
the
share
premium,
of
the
total
amount
of
eighty-eight
thousand
seven
hundred
seventy-seven
euros
and
thirty-three cents euro 88,777.33, was transferred to the account “Share Premium reserve”.
The
aforementioned
change
was
registered
to
the
General
Commercial
Registry
(GCR)
on
11/1/2022
(Code
Registration
Number
2773271
),
when
the
increase
of
the
share
capital
was
also
realized.
Respectively,
the
announcement
no.
1043/11.01.2022
of
the
Directorate
for
Companies
of
the
Ministry
of Development and Investments was issued.
Following
these
changes,
the
share
capital
of
the
Company
now
amounts
to
euro
52,131,944.00
divided
into
52,131,944
shares of a nominal value of euro 1,00 per share, totally paid.
B.
HOUSEMARKET
SA
FOR
THE
TRADING
OF
HOME
FURNITURE,
HOUSEHOLD
AND
CATERING GOODS
Following
resolution
of
the
Extraordinary
General
Assembly
of
the
shareholders
held
on
31/12/2022
(relevant
minutes
of
the
G.A.
with
number
60/31.12.2022),
the
share
capital
of
the
company
decreased
by
the
amount
of
Euro
thirty
million
five
hundred
eighty
seven
thousand
two
hundred
(euro
30,587,200.00)
by
canceling
thirty
million
five
hundred
eighty
seven
thousand
two
hundred
registered
shares
of
a
nominal
value
of
euro
1,00
per
share
and
the
aforementioned
reduction
was
partially
carried
out
in
kind,
in
the
amount
of
thirty
million
five
hundred
eighty
seven
thousand
one
hundred
ninety
nine
euros
and
ninety
four
cents
(euro
30,587,199.94),
with
distribution,
to
the
sole
shareholder
"FOURLIS
HOLDINGS
SA",
twelve
million
seven
hundred
six
thousand
five
hundred
forty-seven
(12,706,547)
shares
issued
by
the
company
"TRADE
ESTATES
REAL
ESTATE
INVESTMENT
COMPANY"
of
equal
total
assessed
value,
and
partly
by
the
amount
of
six
euro
cents
(euro
0.06)
with
cash
back
to
the
sole
shareholder,
due to rounding.
Following
the
above,
the
Company's
share
capital
amounts
to
sixteen
million
eight
hundred
sixty
three
thousand
four
hundred
forty
seven
euros
(euro
16,863,447),
divided
into
sixteen
million
eight
hundred
sixty
three
thousand
four
hundred
forty
seven
(16,863,447)
registered
shares,
nominal
value
of
one
euro (euro 1.00) per share.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
12
C. SNEAKERS MARKET
SOLE SHAREHOLDER SOCIETE ANONYME
.:
a)
On
8/4/2022
it
was
registered
in
the
General
Commercial
Register
(GCR),
through
the
Athens
Public
Notary,
Mrs.
Niki
Oikonomou
as
O.S.S
and
of
the
GCR
Office
of
the
Athens
Chamber
of
Commerce
and
Industry,
under
the
notarial
deed
no.121/07.04.2022
of
the
aforementioned
Notary
for
the
establishment
of
the
SA
with
the
name
"SNEAKERS
MARKET
SOLE
SHAREHOLDER
SOCIETE
ANONYME"
and
distinctive
title
"SNEAKERS
MARKET
SA.",
with
Registry
Code
Number
and
GCR
no.
163704701000.
The
initial
share
capital
of
the
Company,
amounting
to
twenty
five
thousand
Euro
(euro
25,000)
was
covered
by
cash
payment
and
the
only
participant
was
the
founder
company
“FOURLIS
HOLDINGS
SA”
which
took
over
twenty
five
thousand
(25,000)
registered
shares
with
a
nominal
value
of
one
(1)
euro
per share
.
b)
On
28/6/2022
in
execution
of
the
decision
of
the
General
Assembly
of
the
shareholders
of
the
company
(hereinafter
"Beneficiary"),
as
well
as
the
corresponding
decision
of
28/6/2022
of
the
General
Assembly
of
the
shareholders
of
"INTERSPORT
ATHLETICS
SA"
(hereinafter
"Splitted"),
was
signed
under
the
notarial
deed
no.6219/28.06.2022
of
the
public
notary
Eleni
Constantinos
Karkanopoulos,
which
incorporates
the
Contract
of
Partial
Split
by
the
absorption
of
the
segment
"trade
of
sports
goods,
designed
both
for
daily
use
and
exercise,
which
appears
today
under
the
brand
name
TAF-THE
ATHLETE'S
FOOT"
of
company
"INTERSPORT
ATHLETICS
SA"
from
the
company
"SNEAKERS
MARKET
SA"
in
accordance
with
paragraph
2
of
article
56,
the
articles
58-73
and
articles
83-87
of
Law
4601/2019,
the
provisions
of
Law
4548/2018,
Article
54
of
Law
4172/2013
and
Article
61
of
Law
4438/2016
as
applicable.
The
aforementioned
partial
split
was
completed
with
its
registration
in
the
General
Commercial
Register
(GCR)
on
5/7/2022
with
Registration
Code
Number
2903747
in
relation
to
the
Beneficiary
(relatively
issued
of
the
announcement
of
the
General
Commercial
Registry
Office
of
the
Athens
Chamber
of
Commerce
and
Industry
with
Registration
Code
number
2655481/05.07.2022),
as
well
as
with
Registration
Code
2903866
in
relation
to
the
splitted
(relatively
issued
with
no.2655463/05.07.2022
of
the
announcement
of
the
General
Commercial
Registry
Office
of
the
Athens
Chamber of Commerce and Industry
).
As
a
consequence
of
the
split,
the
Beneficiary's
share
capital
will
increase
by
the
amount
of
five
million
five
hundred
seventy
thousand
seven
hundred
euros
(euro
5,570,700),
which
corresponds
to
the
evaluated
adjusted
equity
of
the
aforementioned
splitted
segment.
The
increase
in
the
share
capital
was
carried
out
by
issuing
five
million
five
hundred
seventy
thousand
seven
hundred
(5,570,700)
shares,
with
a
nominal
value
of
one
euro
(euro
1.00)
per
share,
which
were
taken
over
in
total
by
the
sole
shareholder of the splitted, the company " FOURLIS HOLDINGS SA".
After
the
aforementioned
changes,
share
capital
of
the
company
now
amounts
to
five
million
five
hundred
ninety-five
thousand
seven
hundred
euro
(euro
5,595,700.00),
divided
into
five
million
five
hundred
ninety-five
thousand
seven
hundred
(5,595,700)
shares,
with
a
nominal
value
of
one
euro
(euro
1.00) per share, fully paid.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
13
D. INTERSPORT ATHLETICS S.A.
On
28/6/2022
in
execution
of
the
decision
of
the
General
Assembly
of
the
shareholders
of
the
company
(hereinafter
"Splitted"),
as
well
as
the
corresponding
decision
of
28/6/2022
of
the
General
Assembly
of
the
shareholders
of
"SNEAKERS
SA"
(hereinafter
"Beneficiary"),
was
signed
under
the
notarial
deed
no.6219/28.06.2022
of
the
public
notary
Eleni
Constantinos
Karkanopoulos,
which
incorporates
the
Contract
of
Partial
Split
by
the
absorption
of
the
segment
"trade
of
sporting
goods,
designed
both
for
daily
use
and
exercise,
which
operates
today
under
the
brand
name
TAF-THE
ATHLETE'S
FOOT"
of
company
"INTERSPORT
ATHLETICS
SA"
from
the
company
"SNEAKERS
MARKET
SA"
in
accordance
with
paragraph
2
of
article
56,
the
articles
58-73
and
articles
83-87
of
Law
4601/2019,
the
provisions
of
Law
4548/2018,
Article
54
of
Law
4172/2013
and
Article
61
of
Law
4438/2016
as
applicable.
The
aforementioned
partial
split
was
completed
with
its
registration
in
the
General
Commercial
Register
(GCR)
on
5/7/2022
with
Registration
Code
Number
2903747
in
relation
to
the
Beneficiary
(relatively
issued
of
the
announcement
of
the
General
Commercial
Registry
Office
of
the
Athens
Chamber
of
Commerce
and
Industry
with
Registration
Code
number
2655481/05.07.2022),
as
well
as
with
Registration
Code
Number
2903866
in
relation
to
the
splitted
(relatively
issued
with
no.2655463/05.07.2022
of
the
announcement
of
the
General
Commercial
Registry
Office
of
the
Athens
Chamber of Commerce and Industry
).
As
a
consequence
of
the
split
the
share
capital
of
the
Splitted
Company
will
be
reduced
a)
by
the
amount
of
Euro
4,540,144.00,
which
corresponds
to
the
amount
of
the
accounting
equity
of
the
splitted
segment
"
trade
of
sporting
goods,
designed
both
for
daily
use
and
exercise,
which
operates
today
under
the
brand
name
TAF-THE
ATHLETE'S
FOOT
"
in
the
Company's
reports,
in
relevance
with
the
corresponding
application
of
article
31
of
Law
4548/2018,
and
b)
in
the
amount
of
7.50
euros
for
rounding
purposes,
with
an
equal
cash
refund
to
its
sole
shareholder
Company,
i.e.
in
the
total
amount
of
four
million
five
hundred
forty
thousand
one
hundred
and
fifty
one
euros
and
50
cents
(4,540,151.50),
with
the
cancellation
of
one
hundred
and
fifty
four
thousand
six
hundred
and
ninety
(154,690)
ordinary
registered
shares
with voting right
, with a nominal value of euro 29.35 per share.
Following
the
above,
the
Company's
share
capital
now
amounts
to
twenty-one
million
eighty-five
thousand
two
hundred
and
sixteen
euros
and
ten
cents
(21,085,216.10),
divided
into
seven
hundred
and
eighteen
thousand
four
hundred
and
six
(718,406)
ordinary
registered
shares
with
voting
right,
with
a nominal value of twenty nine euros and thirty-five cents (29.35) per share, fully paid.
E. WELLNESS MARKET SOLE SHAREHOLDER SA
On
18/5/2022
it
was
registered
in
the
General
Commercial
Register
(GCR),
through
the
Athens
Notary
Public,
Mrs.
Niki
Oikonomou
as
O.S.S
and
of
the
GCR
Office
of
the
Athens
Chamber
of
Commerce
and
Industry,
under
the
notarial
deed
no.126/10.05.2022
of
the
aforementioned
Notary
for
the
establishment
of
the
SA
with
the
name
"WELLNESS
MARKET
SOLE
SHAREHOLDER
SA"
and
distinctive
title "WELLNESS MARKET SA.", with Registration Code Number and GCR no.164239301000.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
14
The
initial
share
capital
of
the
company,
amounting
to
one
million
euro
(1,000,000),
was
covered
by
cash
payment
in
full
and
the
only
participant
was
the
founder
company
“FOURLIS
HOLDINGS
SA,
which
took over one million (1,000,000) registered shares, nominal value of one (1) euro per share.
F. GENCO
BULGARIA
EOOD
Following
the
resolution
of
the
General
Assembly
of
the
shareholders
of
the
company
on
18/7/2022
,
the
company's
share
capital
was
increased
by
the
amount
of
BGN
1
million
seventy
thousand
and
one
hundred
(
BGN
1,070,100.00
)
with
the
issuance
of
one
hundred
and
seven
thousand
and
ten
(107,010)
new
ordinary
registered
shares
with
voting
rights,
with
a
value
of
ten
BGN
(10.00)
per
share.
The
share
capital
increase
was
totally
covered
by
the
shareholder
INTERSPORT
ATHLETICS
SA
(
in
execution
of
the
decision
of
the
Board
of
Directors
on
23/5/2022).
After
the
aforementioned
share
capital
increase,
the
share
capital
amounts
to
nineteen
million
forty
seven
thousand
two
hundred
and
seventy
BGN
(BGN
19,047,270), divided into 1,904,727 shares, with a nominal value of ten BGN (BGN 10.00) each.
G. TRADE ESTATES REAL ESTATES INVESTMENT COMPANY
On
30/6/2022
during
the
Ordinary
General
Meeting
of
the
Company’s
Shareholders,
was
decided
the
reduction
of
the
Company’s
Share
capital
by
the
amount
of
euro
34,705,475.60
with
a
reduction
of
the
nominal
value
of
the
Company’s
shares
from
2.00
euros
to
1.60
euros,
in
accordance
with
article
31
par.2
of
Law
4548/2018,
with
the
aim
of
creating
an
equal
amount
of
special
reserve
and
the
corresponding amendment of article 5 of the Company’s Articles of Association.
On
29/7/2022, an Extraordinary General Assembly of the Company was held, which approved:
Increase
of
the
Company's
share
capital
by
payment
of
cash
through
the
issuance
of
new
common
registered
shares
with
the
abolition
of
the
pre-emptive
right
of
the
old
shareholders
and
coverage
of
the
above
increase
through
a
public
offer.
Authorization
of
the
Board
of
Directors
for
the
increase
of
the
Company's
share
capital,
the
determination
of
the
conditions
of
the
increase
and
the
disposal
of
the
new
shares.
In particular, during the aforementioned meeting, it was decided:
1)
the
increase
of
the
Company's
share
capital,
pursuant
to
article
6
of
the
Company's
Articles
of
Association and article 24 par. 1 item b of Law 4548/2018.
2)
the
abolition
of
the
pre-emptive
right
of
the
existing
shareholders,
in
accordance
with
article
27
par.
1
of
Law
4548/2018,
in
the
context
of
the
specific
increase
of
the
share
capital,
which
the
Board
of
Directors
is
authorized
to
carry
out,
in
accordance
with
article
24
par.
1
item
b
of
Law
4548/2018, as provided immediately below.
3)
the
authorization,
in
accordance
with
article
24
par.
1
item
b
of
Law
4548/2018
to
the
Board
of
Directors of the Company :
✓
to
decide
with
the
legal
quorum
and
majority,
the
increase
of
the
Company's
share
capital,
by
payment
in
cash,
by
an
amount
that
cannot
exceed
the
equivalent
amount
of
the
paid-
Annual Financial Report for the period
1/1/2022 to 31/12/2022
15
up
on
the
date
of
this
authorization
of
the
Company's
share
capital,
i.e.
up
to
the
amount
of
euro
one
hundred
thirty
eight
million
eight
hundred
twenty
one
thousand
nine
hundred
two
(
euro
138,821,902),
with
the
issuance
of
up
to
eighty
six
million
seven
hundred
sixty
three
thousand
six
hundred
eighty
nine
(86,763,689)
new
ordinary
voting
registered
shares,
with
a
nominal
value
of
one
euro
and
sixty
cents
(
euro
1.60)
each,
covering
the
increase
with an initial public offer in Greece,
✓
to
determine
the
most
specific
terms
and
schedule
of
the
share
capital
increase
in
accordance
with
the
applicable
provisions
of
Law
4548/2018,
including
indicatively
the
following:
•
The structure of the share capital increase
•
The nominal value of the new shares
H. SEVAS TEN DEVELOPMENT AND EXPLOITATION OF REAL ESTATE SA
Following
the
resolution
of
the
General
Assembly
of
the
shareholders
of
SEVAS-TEN
SA
on
26/01/2022
the
company’s
share
capital
was
increased
by
the
amount
of
twenty
thousand
euros
(20,000)
with
cash
payment
and
the
issuance
of
two
hundred
(200)
new
registered
shares
with
a
nominal
value
of
one
hundred
euros
(100.00)
and
a
sale
price
of
one
thousand
euros
(1,000.00)
per
share,
creating
a
share
reserve
from
the
issuance
of
shares
at
a
premium
reserve
in
the
amount
of
one
hundred
and
eighty
thousand euros (180,000.00).
After
the
aforementioned
share
capital
increase,
which
was
registered
to
the
General
Commercial
Registry
(GCR)
on
07.02.2022
(Code
registration
Number.
2791073),
upon
issuance
of
the
relevant
2575376/07.02.2022
announcement
of
the
GCR
Office
of
the
Athens
Chamber
of
Commerce
and
Industry,
the
share
capital
of
the
aforementioned
company
amounts
to
eight
hundred
and
forty
five
thousand
euros
(845,000.00)
divided
into
eight
thousand
four
hundred
and
fifty
(8,450)
registered
shares, with a nominal value of one hundred euros (100.00) per share.
Following
the
resolution
of
the
General
Assembly
of
the
shareholders
of
SEVAS-TEN
SA
on
15/7/2022
the
company’s
share
capital
was
increased
by
the
amount
of
euro
fifty
thousand
(50,000.00)
with
cash
payment
and
the
issuance
of
five
hundred
(500)
new
registered
shares
with
a
nominal
value
of
one
hundred
euros
(100.00)
and
a
sale
price
of
one
thousand
euros
(1,000.00)
per
share,
creating
a
share
reserve
from
the
issuance
of
shares
at
premium
in
the
amount
of
four
hundred
and
fifty
thousand
euros
(450,000.00).
After
the
aforementioned
share
capital
increase,
which
was
registered
to
the
General
Commercial
Registry
(GCR)
on
06.08.2022
(Code
registration
Number.
2996619),
upon
issuance
of
the
relevant
2672580/06.08.2022
announcement
of
the
GCR
Office
of
the
Athens
Chamber
of
Commerce
and
Industry,
the
share
capital
of
the
aforementioned
company
amounts
to
eight
hundred
and
ninety
five
thousand
euros
(895,000.00)
divided
into
eight
thousand
nine
hundred
and
fifty
(8,950)
registered
shares, with a nominal value of one hundred euros (100.00) per share.
I. BERSENCO REAL ESTATE DEVELOPMENT AND PROPERTY MANAGEMENT SA
Annual Financial Report for the period
1/1/2022 to 31/12/2022
16
Τ
he
General
Assembly
of
the
shareholders
of
BERSENCO
SA.
on
25/1/2022
decided
to
increase
the
share
capital
of
this
company,
by
the
amount
of
four
hundred
and
fifty
thousand
euros
(450,000.00)
by
cash
payment,
with
the
issuance
of
50,000
new
ordinary
registered
shares,
with
a
nominal
value
of
9.00
euros
and
offering
price
of
100.00
euros
per
share.
The
total
amount
of
the
above
share
capital
increase
will
be
covered
by
the
sole
shareholder
TRADE
ESTATES
REIC
according
to
its
participation
percentage
(100%).
A total amount of EUR 4,550,000.00 is going to increase the amount of the share premium reserve.
After
the
aforementioned
share
capital
increase,
which
was
registered
to
the
General
Commercial
Registry
(GCR)
on
27/6/2022
(Code
Registration
Number
2896077),
upon
issuance
of
the
relevant
2651437/27/6/2022
announcement
by
the
Directorate
for
Companies
of
the
Ministry
of
Development
and
Investments.
The
share
capital
of
the
above
company
amounts
to
four
million
ninety
six
thousand
five
hundred
thirty
euro
(4,096,530.00)
and
is
divided
into
four
hundred
fifty
five
thousand
one
hundred
seventy (455,170) nominal value of euro 9 per share.
Following
the
resolution
of
the
Extraordinary
General
Assembly
of
the
shareholders
held
on
30/3/2022,
it
was
decided
the
increase
of
the
Company's
share
capital
by
one
million
five
hundred
thousand
three
euros
(1,500,003.00)
cash
payment
by
the
issuance
of
one
hundred
sixty
six
thousand
six
hundred
sixty
seven (166,667) new registered shares with a nominal value of nine euro (9.00) per share.
After
the
aforementioned
share
capital
increase,
which
was
registered
to
the
General
Commercial
Registry
(GCR)
on
14/07/2022
(Code
Registration
Number
2913761),
upon
issuance
of
the
relevant
2664224/14.07.2022
announcement
by
the
Directorate
for
Companies
of
the
Ministry
of
Development
and
Investments.
The
share
capital
of
the
aforementioned
company
amounts
to
five
million
five
hundred
ninety
six
thousand
five
hundred
thirty
three
euro
(5,596,533.00)
and
is
divided
into
six
hundred
twenty
one thousand eight hundred and seven (621,837) nominal value of euro 9 per share.
Following
the
resolution
of
the
Extraordinary
General
Assembly
of
the
shareholders
held
on
27/5/2022,
it
was
decided
the
increase
of
the
Company's
share
capital
by
five
hundred
thousand
four
euros
(500,004.00)
cash
payment
by
the
issuance
of
fifty-five
thousand
five
hundred
and
fifty-six
(55,556)
new registered shares with a nominal value of nine euro (9.00) per share
Following
the
aforementioned
the
share
capital
of
the
company
amounts
to
six
million
ninety-six
thousand
five
hundred
and
thirty-seven
euros
(6,096,537.00)
and
is
divided
into
six
hundred
and
seventy-seven
thousand
three
hundred
and
ninety-three
(677,393)
registered
shares,
with
a
nominal
value of nine euros (9.00) per share.
G. RETS CONSTRUCTION SA and the distin
ctive
title RECON S
OLE SHAREHOLDER
SA
T
he
initial
share
capital
of
the
Company
was
set
at
twenty-five
thousand
euros,
(25,000.00)
divided
into
twenty-five
thousand
(25,000)
ordinary
registered
shares,
with
a
nominal
value
of
one
(1)
euro
per
Annual Financial Report for the period
1/1/2022 to 31/12/2022
17
share.
Following
the
resolution
of
the
Extraordinary
General
Assembly
of
the
sole
shareholder
of
the
company
on
20/12/2021,
the
company's
share
capital
was
increased
by
the
amount
of
one
hundred
and
seven
thousand
euros
(107,000.00)
with
issuance
of
one
hundred
and
seven
thousand
(107,000)
new
ordinary
registered shares, of nominal value of one euro (1.00) per share.
Following
the
resolution
of
the
Extraordinary
General
Assembly
of
the
sole
shareholder
of
the
company
on
18/2/2022,
the
company's
share
capital
was
increased
by
the
amount
of
one
hundred
and
thirty-two
thousand
euros
(132,000.00)
with
the
issuance
of
one
hundred
and
thirty-two
thousand
(132,000)
new
ordinary
registered
shares
with
voting
rights,
with
a
value
of
one
euro
(1.00)
per
share
and
an
offering
price
of
fifteen
euros
and
one
hundred
and
fifty-two
cents
(15.152)
per
share.
The
difference
of
fourteen
euros
and
one
hundred
and
fifty-two
cents
(14,152)
per
share,
between
the
premium
price
and
the
nominal
value
per
share,
totaling
one
million
eight
hundred
and
sixty-eight
thousand
and
sixty-four
(1,868,064.00)
has
been
paid
in
accordance
with
the
law
in
credit
of
the
"SPECIAL
RESERVE
FROM
SHARE PREMIUM RESERVE” account.
Therefore,
the
Company's
share
capital
amounts
to
the
total
amount
of
two
hundred
and
sixty-four
thousand
euros
(264,000.00)
divided
into
two
hundred
and
sixty-four
thousand
(264,000)
common
registered shares, with a nominal value of one euro (1.00) per share.
The
shareholder
Mrs.
Christina
-
Elisavet
Tsigarides
stated
that
she
does
not
wish
to
participate
in
the
aforementioned
increase
of
the
Company's
share
capital
and
expressly
and
unconditionally
waives
her
pre-emptive
right
to
it.
Therefore,
it
is
not
required
to
publish
a
relevant
invitation
or
to
set
a
deadline
for
the
exercise
of
the
preemptive
right,
in
accordance
with
article
26
of
Law
4548/2018
(article
26).
Following
this
declaration,
the
total
amount
of
the
coverage
of
two
million
sixty-four
euros
(2,000,064.00)
has
been
paid
on
8/3/2022
by
the
anonymous
company
with
the
name
"TRADE
ESTATES
REAL
ESTATE
INVESTMENT
COMPANY"
which
took
over
the
total
of
132,000
new
shares,
which
were
issued and became a shareholder with a percentage of 50%.
K. MANTENCO REAL ESTATE DEVELOPMENT AND PROPERTY MANAGEMENT SA
Following
the
resolution
of
the
General
Assembly
of
the
shareholders
of
MANTENCO
SA
on
15/7/2022
the
company’s
share
capital
was
increased
by
the
amount
of
euro
thirty
eight
thousand
and
two
hundred
(38,200.00)
with
cash
payment
and
the
issuance
of
three
hundred
and
eighty
two
(382)
new
registered
shares
with
a
nominal
value
of
one
hundred
euros
(100.00)
and
a
sale
price
of
euro
one
thousand
and
fifty
two
(1,052.00)
per
share,
creating
a
share
reserve
from
the
issuance
of
shares
at
a
premium
reserve
in the amount of euro three hundred sixty three thousand six hundred sixty four (363,664.00).
After
the
aforementioned
share
capital
increase,
which
was
registered
to
the
General
Commercial
Registry
(GCR)
on
27.07.2022
(Code
registration
Number.
2984257),
upon
issuance
of
the
relevant
2670652/27.07.2022
announcement
of
the
GCR
Office
of
the
Athens
Chamber
of
Commerce
and
Annual Financial Report for the period
1/1/2022 to 31/12/2022
18
Industry,
the
share
capital
of
the
aforementioned
company
amounts
to
six
hundred
and
eighty
eight
thousand
two
hundred
euros
(688,200.00)
divided
into
six
thousand
eight
hundred
and
eighty
two
(6,882) registered shares, with a nominal value of one hundred euros (100.00) per share.
L. POLIKENCO REAL ESTATE DEVELOPMENT AND PROPERTY MANAGEMENT SA
Following
the
resolution
of
the
General
Assembly
of
the
shareholders
of
POLIKENCO
SA
on
15/7/2022
the
company’s
share
capital
was
increased
by
the
amount
of
euro
four
hundred
forty
four
thousand
six
hundred
(444,600.00)
with
cash
payment
and
the
issuance
of
four
thousand
four
hundred
and
forty
(4,446)
new
registered
shares
with
a
nominal
value
of
one
hundred
euros
(100.00)
and
a
sale
price
of
euro
two
hundred
and
two
(202.00)
per
share,
creating
a
share
reserve
from
the
issuance
of
shares
at
a
premium
reserve
in
the
amount
of
euro
four
hundred
and
fifty-five
thousand
seven
hundred
and
fifteen
(455,715.00).
After
the
aforementioned
share
capital
increase,
which
was
registered
to
the
General
Commercial
Registry
(GCR)
on
25.07.2022
(Code
registration
Number.
2982300),
upon
issuance
of
the
relevant
2670661/25.07.2022
announcement
of
the
GCR
Office
of
the
Athens
Chamber
of
Commerce
and
Industry,
the
share
capital
of
the
aforementioned
company
amounts
to
euro
two
million
four
hundred
ninety
four
thousand
six
hundred
(2,494,600.00)
divided
into
twenty
four
thousand
nine
hundred
forty
six (24,946) registered shares, with a nominal value of one hundred euros (100.00) per share.
The parent company FOURLIS HOLDINGS SA has no branches.
Subsidiaries
and
especially
retail
companies
have
developed
and
continue
to
develop
a
significant
Stores
network both in Greece and abroad.
Retail
Trading
of
Home
Furniture
and
Household
Goods
(IKEA
stores)
:
The
segment
currently
operates
seven
(7)
Stores,
five
(5)
of
which
in
Greece,
one
(1)
in
Cyprus
and
one
(1)
in
Bulgaria.
Moreover,
six
(6)
Pick
up
and
Order
Points
with
IKEA
products
are
also
operating
in
Greece
in
Rhodes
Island,
Patras,
Chania,
Heraklion,
Komotini
and
Kalamata,
one
(1)
Small
Store
in
Piraeus
and
one
(1)
Ikea
Shop
in
the
shopping
center
(THE
MALL)
in
Marousi
.
In
Bulgaria
there
are
two
(2)
pick-up
and
drop-off
points
(Pick
Up
and
Order
Points)
of
IKEA
products
in
Burgas
and
Plovdiv
and
one
(1)
IKEA
Small
Store
in
Varna
and
one
(1)
IKEA
shop
in
Sofia
at
the
(Mall
of
Sofia).
In
Cyprus
(Limassol)
there
is
one
(1)
Planning
studio
store.
There
are
also
three
e-commerce
Stores
in
Greece,
Cyprus,
and
Bulgaria.
Retail
trading
of
sporting
goods
(INTERSPORT
and
TAF
stores)
:
The
segment
on
31/12/2022
operated
one
hundred
and
seventeen
(117)
INTERSPORT
Stores;
fifty
six
(56)
in
Greece,
thirty-two
(32)
in
Romania
,
twelve
(12)
in
Turkey,
ten
(10)
in
Bulgaria
and
seven
(7)
in
Cyprus.
The
INTERSPORT
Stores
that
were
added
to
the
network
in
the
period
1/1
-31/12/2022
are:
one
(2)
new
store
in
Greece,
Korinthos
(12/4/2022)
and
Drama
(19/12/2022).
In
Turkey
one
(1)
store
ceased
to
operate:
Ank.
Antares
(1/1/2022).
At
the
same
time,
there
are
e-commerce
Stores
in
Greece,
Romania,
Cyprus,
Bulgaria,
and
Turkey.
The
TAF
Stores
operating
on
31/12/2022
are
seventeen
(17),
of
which
fourteen
(14) in Greece and three (3) in Turkey and an e-commerce TAF store in Greece.
On
30/12/2022,
the
agreement
to
sell
the
retail
trading
"The
Athlete's
Foot
(TAF)"
in
Greece
was
Annual Financial Report for the period
1/1/2022 to 31/12/2022
19
announced.
The
agreement
provides
for
the
sale
of
total
shares
of
the
subsidiary
company
Sneakers
Market
SA,
which
has
the
right
to
use
the
trademark
"The
Athlete's
Foot"
and
operates
a
network
of
14
stores
in
Greece.
The
acquiring
company
is
TAF
Global
Holding
AG,
a
subsidiary
of
Arklyz
Group
AG,
which has acquired the rights of the trademark "The Athlete's Foot" worldwide.
Also
on
26/1/2023
the
Fourlis
Group
announced
the
agreement
to
sell
the
"Intersport"
activity
in
Turkey.
The
agreement
provides
for
the
sale
of
total
shares
of
the
subsidiary
company
Intersport
Atletik
Mağazacılık
ve
Dış
Ticaret
Anonim
Şirketi,
licensor
of
the
brand
"Intersport"
and
"The
Athlete's
Foot"
in
Turkey,
which
operates
a
network
of
12
stores.
The
buyer
is
the
Eren
Perakende
ve
Tekstil
Anonim
Şirketi Group.
5.
Stock Price Evolution
In
this
section
we
provide
a
Chart
displaying
the
stock
price
evolution
of
the
parent
Company
FOURLIS
HOLDINGS
S.A.
at
the
Athens
Stock
Exchange
for
the
period
1/1/2022
to
31/12/2022
(black
line)
compared to the Stock Exchange General Index (red line).
6.
Stock Option Plan
The
Extraordinary
General
Assembly
of
the
Company
on
22/7/2021,
in
the
framework
of
the
Stock
Option
Plan,
approved
the
disposal
of
a
maximum
1.600.000
stock
options
of
one
share
i.e.
3.07%
of
the
number
of
shares
on
the
ATHEX
and
authorized
the
Board
of
Directors
to
regulate
the
procedural
issues
and
details.
The
underlying
share
price
is
the
closing
stock
price
of
the
share
on
the
resolution
date
of
the
General
Assembly
regarding
the
approval
of
the
Program
(SOP).
The
program
will
be
implemented
in
a
series.
The
duration
of
the
Program
is
until
the
year
2028,
in
the
sense
that
the
options
that
will
be
granted
to
the
beneficiaries
of
the
Program
with
a
grant
date
on
22/11/2021,
may
be
exercised from 24/11/2024 to 15/12/2028.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
20
Moreover,
the
Ordinary
General
Assembly
of
the
subsidiary
Company's
Trade
Estates
REIC
shareholders
held
on
30/6/2022
decided
to
establish
a
Program
for
the
free
distribution
of
common
registered
voting
shares
to
executive
members
of
the
Board
of
Directors
and
to
Managerial
and
other
selected
Executives
of the Company.
In more detail:
The
Ordinary
General
Assembly
of
the
subsidiary
Company’s
shareholders
approved
a
one-time
reward
program
for
listing
the
Company's
shares
for
trading
on
the
organized
(regulated)
market
of
the
Athens
Stock Exchange.
This
Program
includes
executive
members
of
the
Board
of
Directors
and
Managerial
and
other
selected
Executives
of
TRADE
ESTATES
REIC
(hereinafter
the
"Beneficiaries"),
in
the
form
of
the
free
distribution
of
common
registered
voting
shares
to
the
Beneficiaries,
through
the
capitalization
of
the
Company's
reserves
in
accordance
with
the
provisions
of
article
114
Law
4548/2018
as
currently
in
force,
as
a
one-
time
reward
for
listing
its
shares
for
trading
on
the
organized
(regulated)
market
of
the
Athens
Stock
Exchange.
The
Board
of
Directors,
after
the
completion
of
the
listing
of
the
Company's
shares
for
trading
on
the
organized
(regulated)
market
of
the
Athens
Stock
Exchange
and
after
receiving
a
relevant
license
from
the
Capital
Market
Commission,
if
required
under
the
current
legislation,
will
make
available
new
shares
free
of
charge
to
the
Beneficiaries,
the
number
of
which
will
be
equal
to
1%
of
the
subsidiary
Company's
shares
TRADE
ESTATES
REIC
as
they
will
have
been
formed
after
the
listing
of
the
Company
in
the
Athens
Stock
Exchange
and
before
the
decision
of
their
free
grant
to
the
Beneficiaries.
The
period
1/1
-
31/12/2022,
the
amount
of
euro
392
thousand
was
registered
as
an
expense
in
the
consolidated
results
and
its
calculation
was
based
on
assumptions
of
euro
2.35
per
share
and
1,105,732
number
of
shares
.
The
calculation
of
diluted
earnings
per
share
is
not
affected
by
the
One-time
Reward
Program
because it is based on targets whose achievement cannot be calculated at present.
The
same
Ordinary
General
Meeting
of
the
subsidiary
Company's
shareholders
approved
a
four-year
Long-Term
Reward
Program
for
executive
members
of
the
Board
of
Directors,
Managers
and
other
selected
Executives
of
the
Company
(hereinafter
"Beneficiaries"),
in
the
form
of
granting
free
common
registered
voting
shares
to
the
Beneficiaries
for
the
achievement
of
specific
goals
and
once
the
listing
of
the
Company's
shares
for
trading
on
the
organized
(arranged)
market
of
the
Athens
Stock
Exchange
is
completed.
Because
the
number
of
shares
in
question
will
be
determined
by
the
Board
of
Directors
and
since
the
goals
of
the
Program
have
been
achieved,
it
is
currently
not
possible
to
determine
the
fair
value
of
the
rights
to
free
distribution
of
shares
and
therefore
there
was
no
impact
on
the
financial
statements of 31/12/2022.
7.
Information about the Group’s prospected plan of development
The
beginning
of
2022
was
marked
by
a
new,
unprecedented
condition
which
reinforces
economic
and
social
instability.
The
combination
of
recent
Ukraine-centric
geopolitical
developments,
along
with
the
ensuing
energy
crisis,
not
only
maintains
but
also
amplifies
both
the
problems
identified
in
the
global
Annual Financial Report for the period
1/1/2022 to 31/12/2022
21
supply
chain
(supply)
as
a
consequence
of
the
pandemic,
while
by
shaping
inflation
in
today's
,
very
high levels, now the demand is also indirectly affected.
At
the
same
time,
the
European
Central
Bank
recently
proceeded
to
the
first
interest
rate
increase
of
0.5%
(above
forecasts
for
0.25%),
after
a
decade
at
least.
This
increase
in
interest
rates
is
an
intervention
by
central
banks
with
the
aim
of
indirectly
controlling
the
explosive
increase
in
inflation,
through
the
reduction
of
demand.
Also,
the
significant
contribution
of
the
Recovery
and
Resilience
Mechanism
(RRF),
which
is
estimated
to
contribute
over
euro
30
billion
in
total
in
the
coming
years
through
grants
and
loans
on
favorable
terms
(euro
13
billion
for
the
private
sector
and
euro
18
billion
for public investment) will strengthen the Greek banks and the Greek economy in general.
Those
critical
issues
such
as
inflationary
pressures
stemming
mainly
from
the
energy
crisis,
supply
chain
disruptions
and
recent
Ukraine-centric
geopolitical
developments,
remain
at
the
forefront
of
the
debate
and
determine
the
course
of
the
global
economy
during
2022.
Despite
this,
the
Group's
Management,
based
on
the
long-term
experience
of
managing
demanding
situations
and
based
on
the
strong
competitive
position
of
the
Group's
retail
companies,
have
made
every
effort
to
limit
the
consequences
created by the difficult conditions prevailing in the market and consumers.
Regarding
the
developments
in
Ukraine,
the
Group
declares
that
it
has
no
subsidiaries,
parent
or
affiliated
companies
based
in
Russia
or
Ukraine,
nor
significant
transactions
with
affiliated
parties
from
Russia
or
Ukraine.
The
Group
also
states
that
it
has
no
significant
customers
or
suppliers
or
subcontractors
or
partners
from
Russia
or
Ukraine,
nor
does
it
maintain
warehouses
with
goods
in
Russia
or
Ukraine.
The
Group
states
that
it
does
not
maintain
accounts
nor
has
loans
with
Russian
Banks.
The
Management
monitors
the
developments
and
is
ready
to
take
all
the
necessary
measures
to
deal
with
any consequences in its operational activities.
The
Group
continues
to
implement
its
investment
program
in
all
the
segments
in
which
it
operates,
mainly
in
real
estate
investments
and
management
of
shopping
centers
where
it
is
estimated
that
there
are opportunities for expansion in the current conditions.
On
20/7/2022,
the
Company
FOURLIS
HOLDINGS
SA
signed
an
agreement
for
the
sale
of
shares
of
8.11%
of
TRADE
ESTATES
REIC
to
AUTOHELLAS
ATEC.
At
the
same
time,
AUTOHELLAS
ATEC
acquired
the
right
to
participate
in
an
increase
in
the
share
capital
of
TRADE
ESTATES
REIC,
with
a
contribution
in
kind.
Until
31/12/2022
AUTOHELLAS
SA
had
not
exercised
its
right.
After
the
completion
of
the
aforementioned
actions,
if
AUTOHELLAS
ATEC
exercises
its
rights,
will
own
approximately
12%
of
the
share
capital
of
TRADE
ESTATES
REIC,
while
the
rest
will
belong
to
Fourlis
Group
through
its
subsidiaries.
On 29/12/2022, a private agreement was signed for the acquisition of 100% of the share capital of the
company
VOLYRENCO
REAL
ESTATE
DEVELOPMENT
AND
EXPLOITATION
SA,
a
company
which
is
active
in
the
purchase
or
acquisition
of
real
estate,
construction,
renovation
and
exploitation
of
commercial
buildings and properties located in Greece.
Also,
in
May
2022,
the
Group's
entry
into
the
rapidly
growing
Health
and
Wellness
products
segment
was
completed,
through
the
strategic
cooperation
with
Holland
and
Barrett,
one
of
the
largest
retail
networks
in
Europe
in
the
health
and
wellness
sector,
with
WELLNESS
MARKET
SA
.
Incorporating
a
Annual Financial Report for the period
1/1/2022 to 31/12/2022
22
third
retail
activity,
the
Group's
goal
is
to
play
a
leading
role
in
the
segment
and
intends
to
develop
in
the
long
run
a
network
of
120
physical
stores,
with
physical
stores
being
developed
simultaneously
with
the
Holland
and
Barrett
online
store
in
the
year
2022.
On
14/1/2023
the
first
two
new
stores
in
Kifisia
and
Glyfada
are
scheduled
to
start
operating,
while
on
25/1/2023
it
will
start
operating
in
Marousi
(The
Mall).
On
5/7/2022,
it
was
registered
in
the
General
Commercial
Registry
(GCR)
the
partial
split
of
the
company
with
the
name
“INTERSPORT
ATHLETICS”
by
absorption
of
the
branch
"TRADE
OF
SPORTING
GOODS,
THE ATHLETE'S FOOT" (TAF), from company "SNEAKERS MARKET SOLE SHAREHOLDER SA".
On
30/12/2022,
the
agreement
to
sell
the
retail
trading
"The
Athlete's
Foot
(TAF)"
in
Greece
was
announced.
The
agreement
provides
for
the
sale
of
total
shares
of
the
subsidiary
company
Sneakers
Market
SA,
which
has
the
right
to
use
the
trademark
"The
Athlete's
Foot"
and
operates
a
network
of
14
stores
in
Greece.
The
acquiring
company
is
TAF
Global
Holding
AG,
a
subsidiary
of
Arklyz
Group
AG,
which has acquired the rights of the trademark "The Athlete's Foot" worldwide.
Also
on
26/1/2023
the
Fourlis
Group
announced
the
agreement
to
sell
the
"Intersport"
activity
in
Turkey.
The
agreement
provides
for
the
sale
of
total
shares
of
the
subsidiary
company
Intersport
Atletik
Mağazacılık
ve
Dış
Ticaret
Anonim
Şirketi,
licensor
of
the
brand
"Intersport"
and
"The
Athlete's
Foot"
in
Turkey,
which
operates
a
network
of
12
stores.
The
buyer
is
the
Eren
Perakende
ve
Tekstil
Anonim
Şirketi Group.
In
the
segment
Retail
trading
of
sporting
goods
are
operating
one
hundred
and
seventeen
(117)
INTERSPORT
Stores
and
seventeen
(17)
TAF
stores
along
with
e-commerce
stores
in
Greece,
Romania,
Cyprus, Bulgaria, and Turkey and one e-commerce store for TAF in Greece.
The
Group
operates
seven
(7)
IKEA
Stores,
nine
(9)
Pick
up
and
Order
Points,
three
(3)
IKEA
shops,
two
(2)
IKEA
small
store
and
three
(3)
e-commerce
stores
in
Greece,
Bulgagria
and
Cyprus.
Based
on
the
development
plan
in
the
three
countries
where
the
Group
operates
IKEA
stores,
(5)
five
medium-
sized
IKEA
stores
of
5,000
-
12,000
sq.m.,
and
ten
(10)
small
stores
of
1,000
-
2,000
sq.m.
will
be
opened in the next five years.
The
Group’s
subsidiary
HOUSE
MARKET
BULGARIA
EAD,
announced
that
one
new
store
will
start
operate
in
the
last
semester
of
2023.
The
IKEA
store
of
1,800
sq.m.
will
be
the
sixth
in
Bulgaria
and
will
be
located in the city of Veliko Tarnovo in the Veliko Tarnovo Mall.
The
orientation
of
the
Management
in
the
exploitation
of
the
synergies
within
the
Group
will
continue
for
the
first
half
of
2023.
"Integrity",
"Mutual
Respect"
and
"Efficiency"
continue
to
be
the
values
through
which the Group seeks to achieve its goals.
8.
Fourlis Group – Major Threats & Uncertainties
Risk
management
is
handled
by
the
Finance
Department,
which
operates
according
to
specific
rules
set
by the Board of Directors.
The
Group
has
adopted
the
“Enterprise
Risk
Management”
(ERM)
methodology
which
facilitates
and
enables
the
organization
to
identify,
evaluate
and
manage
risks
through
a
structured
approach.
The
Annual Financial Report for the period
1/1/2022 to 31/12/2022
23
methodology
is
based
on
the
COSO
framework
(Committee
of
Sponsoring
Organizations
of
the
Treadway
Commission)
ERM,
which
provides
guidance
on
how
to
integrate
ERM
practices
and
outlines
their
application
principles.
In
this
context,
risks
were
identified
and
evaluated
which
were
recorded
in
the
Risk Register of the Company.
More
specifically,
the
risk
categories
are:
Profitability
and
Liquidity,
Reputation
and
Ethics,
Society
and
People,
Regulatory
Compliance,
Strategy,
Customers,
Health
and
Safety,
Growth
and
Competition,
Technology and Operations . The most important risks that have been identified for the Group are:
•
Risk
related
to
the
category
Society
and
People:
The
possibility
of
facing
difficulties
in
attracting,
developing
(including
training)
and
retaining
the
required
skills
and
talents
(including
new
skills
in
digital technologies) and the relative impact on the Group's performance.
•
Risk
related
to
the
Strategy
category:
The
probability
of
failure
to
clearly
define
the
strategy
and
to
align it with the business objectives and the relevant effects on the Group's development.
•
Risk
related
to
the
category
of
Profitability
and
Liquidity:
The
possibility
of
inefficient
liquidity
management,
as
well
as
the
unclear
liquidation
strategy
and
the
related
effects
on
the
Group's
profits and liquidity.
•
Risk
related
to
the
Strategy
category:
The
possibility
of
misalignment
of
the
business
strategy
with
the
ESG
(Environmentai,
Social
and
Corporate
Governance
obligations
such
as
Climate
and
Sustainability
and
corporate
governance
expectations
and
the
related
effects
on
the
financial
results
and the reputation of the Group.
•
Risk
related
to
the
Strategy
category:
The
possibility
of
failure
to
adopt
state-of-the-art
technology
/
align
the
IT
strategy
with
the
business
strategy
and
new
business
models
as
well
as
the
relative
impact on the Group's reputation and revenue.
•
Risk
related
to
the
category
Development
and
Competition:
The
possibility
of
the
emergence
of
new
competitors (e-shop or physical stores) and the relative impact on the loss of market share.
•
Risk
related
to
the
category
Development
and
Competition:
The
possibility
of
entering
international
digital markets (marketplaces) and the relative impact on the loss of market share.
•
Risk
related
to
the
Technology
category:
The
possibility
of
high
cost
of
information
systems
platforms and the impact on the Group's profits.
•
Risk
related
to
the
Technology
category:
The
possibility
of
attack
in
cyberspace
and
the
relative
impact on the profits, performance and reputation of the Group.
•
Risk
related
to
the
category
Operations:
The
possibility
of
mismanagement
of
inventories
and
the
relevant effects on the Group's performance and income.
The
Board
of
Directors
provides
written
instructions
and
guidelines
for
general
risk
management
as
well
as
specific
instructions
for
the
management
of
specific
risks,
such
as
the
foreign
exchange
risk
and the interest rate risk.
Foreign Exchange Risks:
The
Group
is
exposed
to
foreign
exchange
risks
arising
from
transactions
in
foreign
currencies
(RON,
Annual Financial Report for the period
1/1/2022 to 31/12/2022
24
USD,
TRY,
SEK)
with
suppliers
which
invoice
the
Group
in
currencies
other
than
the
local
one.
The
Group,
aiming
at
minimizing
the
foreign
exchange
risks,
according
to
the
relevant
needs,
evaluates
the
need for pre purchase of foreign currencies.
Interest rate risk/liquidity risk:
The
Group
is
subject
to
cash
flow
risks
which
in
the
case
of
possible
variable
interest
rates
fluctuation,
may
affect
positively
or
negatively
the
cash
inflows
or/and
outflows
related
to
the
Group’s
assets
or/and
liabilities.
Cash
flow
risk
is
minimized
via
the
availability
of
adequate
bank
credit
lines
but
also
significant
treasury
.
Further, the Group has entered into Interest Rate Swap (IRS) contracts in order to face the said risks.
Property price and lease risk
The
Group
is
exposed
to
property
price
and
lease
risks
as
regards
of
the
possibility
of
a
decrease
in
the
commercial
value
of
the
real
estate
and/or
leases,
which
may
come
from
on
going
situations
in
the
real
estate
market
in
which
it
operates,
the
general
conditions
of
the
Greek
and
international
macroeconomic
environment,
from
the
characteristics
of
the
Company's
portfolio
real
estate
and
from
events
concerning
the Company's existing tenants.
To
reduce
property
price
risk,
the
Group
carefully
selects
properties
that
are
located
in
excellent
position
and
promoted
in
commercial
areas
so
as
to
reduce
its
exposure
to
this
risk.
It
seeks
to
enter
into
long-
term
operating
lease
contracts,
with
tenants
of
high
credibility,
in
which
are
foreseen
annual
adjustments
of
the
lease
related
to
the
Consumer
Price
Index,
while
in
case
of
negative
inflation
there
is
no
negative
impact on of the lease.
Risks due to the energy crisis and inflationary pressures
The
Group
carefully
monitors
the
news
and
developments
regarding
the
energy
crisis
and
the
inflationary
pressures,
in
order
to
adjust
in
the
special
conditions
arising.
It
complies
with
the
official
instructions
of
the
competent
authorities
for
the
operation
of
its
physical
stores
and
headquarters
in
the
countries
in
which
it
operates.
It
harmonizes
with
the
current
legislation
and
continues
its
commercial
transactions
in physical stores according to the instructions.
The
energy
cost
for
the
operation
of
the
Group's
stores
and
warehouses
is
affected
by
the
large
increases
observed internationally, but it is a relatively small part of the Group's operating costs.
The
Group continues the strictly selected investments in both retail segments in which it operates.
Re
garding
the
developments
in
Ukraine,
the
Group
declares
that
it
has
no
subsidiaries,
parent
or
affiliated
companies
based
in
Russia
or
Ukraine,
nor
significant
transactions
with
affiliated
parties
from
Russia
or
Ukraine.
The
Group
also
states
that
it
has
no
significant
customers
or
suppliers
or
subcontractors
or
partners
from
Russia
or
Ukraine,
nor
does
it
maintain
warehouses
with
goods
in
Russia
or Ukraine. The Group states that it does not maintain accounts or have loans with Russian Banks.
Non-financial risks:
Annual Financial Report for the period
1/1/2022 to 31/12/2022
25
In
addition
to
the
financial
risks,
the
Group
also
focuses
on
non-financial
risks
related
to
specific
issues,
which
have
been
identified
as
essential
in
the
context
of
sustainable
development.
These
issues
concern
the
full
compliance
with
the
legislation
and
the
implementation
of
corporate
governance
policies,
human
resources,
the
environmental
impact
of
the
companies'
activity,
the
supply
chain,
and
the
evolution
of
the
companies
in
the
market
in
which
they
operate.
Risk
management
presupposes
the
definition
of
objective
goals
based
on
which
the
most
important
events
that
can
affect
the
Group
are
identified,
the
relevant risks are assessed and a decision is made.
b) Significant Pending Court Cases/Legal Issues
There
are
no
litigations
or
legal
issues
that
might
have
a
material
impact
on
the
Company
and
the
Group’s Annual Condensed Financial Statements for the period 1/1 - 31/12/2022.
9.
Selected Alternative Performance Measures (APMs)
Under
the
implementation
of
ESMA
Guidelines
(05/10/2015|ESMA/2015/1415),
FOURLIS
Group
adopted
as
Alternative
Performance
Measure
(APM)
the
earnings
before
taxes,
interest
and
depreciation
and
amortization
(EBITDA).
Alternative
Performance
Measures
(APMs)
are
used
in
the
context
of
decision-
making
for
financial,
operational
and
strategic
planning
as
well
as
for
the
assessment
and
publication
of
performance.
Alternative
Performance
Measures
(APMs)
are
taken
into
account
combined
with
financial
results which have been conducted according to IFRS and under no circumstances they replace them.
Definition
EBITDA
(Earnings
Before
Interest,
Taxes,
Depreciation,
Amortization
and
Impairment)/
Operating
results
before
taxes,
financing,
investing
results
and
total
depreciation/amortization/impairment
=
Earnings
before
tax
+/-
Financial
and
investing
results
(Total
finance
cost
+
Total
finance
income
+
Contribution
in
associate
companies)
+
Total
depreciation/amortization/impairment (property, plant and equipment and intangible assets).
The
amount
most
directly
related
to
this
EDMA
(EBITDA)
is
operating
profit
(EBIT)
and
depreciation
/
amortization.
Operating
profit
is
presented
in
the
income
statement
line
and
depreciation
/
impairment
is
presented
in
total
in
the
Cash
Flow
Statement
line.
More
specifically,
the
agreement
of
the
selected
EDMA with the financial statements of the Group of the respective period is the following:
(amounts in thousands euros)
Group Consolidated Results
Total Finance cost/income and Contribution of
associate companies
Annual Financial Report for the period
1/1/2022 to 31/12/2022
26
Depreciation/Amortization/Impairment
Earnings before interest, tax, depreciation,
amortization and impairment (EBITDA)
Depreciation of right of use (IFRS16)
Retail trading of home furniture and household
goods segment (
ΙΚΕΑ
Stores)
Total Finance cost/income and Contribution of
associate companies
Depreciation/Amortization/Impairment
Earnings before interest, tax, depreciation,
amortization and impairment (EBITDA)
Depreciation of right of use (IFRS16)
Certain
amounts
of
the
previous
year
have
been
adjusted
to
reflect
their
nature
(from
expenses
included
in
the
cost
of
sales
to
distribution
expenses
and
administrative
expenses
with
a
corresponding
adjustment
for
depreciation/impairment)
.
More
specifically,
last
year’s
amounts
included
in
the
cost
of
sales
of
the
subsidiary
TRADE
LOGISTICS
S.A
have
been
adjusted
to
become
similar
and
comparable
to
the
corresponding
amounts
of
the
current
period
and
to
be
reflected,
depending
on
their
nature,
in
the
distribution
expenses
and
administrative
expenses.
A
corresponding
adjustment
was
made
for
depreciation/impairment.
In
addition,
last
year’s
amounts
have
been
adjusted
to
better
reflect
changes
in
the
way
expenses
are
allocated
between
the
Group's
operating
segments.
More
specifically,
the
expenses
of
the
subsidiary
TRADE
LOGISTICS
SA
of
the
previous
period
have
been
adjusted
to
become
similar
and
comparable
to
the
corresponding
amounts
of
the
current
period
regarding
the
way
of
apportioning
the
expenses
of
the
operating segments where the supply chain services are provided.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
27
Retail trading of sporting goods segment
(INTERSPORT and TAF Stores)
Total Finance cost/income and Contribution of
associate companies
Depreciation/Amortization/Impairment
Earnings before interest, tax, depreciation,
amortization and impairment (EBITDA)
Depreciation of right of use (IFRS16)
Certain
amounts
of
the
previous
year
have
been
adjusted
to
reflect
their
nature
(from
expenses
included
in
the
cost
of
sales
to
distribution
expenses
and
administrative
expenses
with
a
corresponding
adjustment
for
depreciation/impairment)
.
More
specifically,
last
year’s
amounts
included
in
the
cost
of
sales
of
the
subsidiary
TRADE
LOGISTICS
S.A
have
been
adjusted
to
become
similar
and
comparable
to
the
corresponding
amounts
of
the
current
period
and
to
be
reflected,
depending
on
their
nature,
in
the
distribution
expenses
and
administrative
expenses.
A
corresponding
adjustment
was
made
for
depreciation/impairment.
In
addition,
last
year’s
amounts
have
been
adjusted
to
better
reflect
changes
in
the
way
expenses
are
allocated
between
the
Group's
operating
segments.
More
specifically,
the
expenses
of
the
subsidiary
TRADE
LOGISTICS
SA
of
the
previous
period
have
been
adjusted
to
become
similar
and
comparable
to
the
corresponding
amounts
of
the
current
period
regarding
the
way
of
apportioning
the
expenses
of
the
operating segments where the supply chain services are provided.
10.
Sustainable Development and Social Responsibility
This
Non-Financial
Statement
is
part
of
the
Annual
Report
of
the
Board
of
Directors
and
includes
information
related
to
all
the
activities
of
FOURLIS
Group
on
the
following
thematic
aspects,
as
defined
in
article
151
of
Law
4548/2018,
codified
by
5019/2023
Government
Gazette
A'
104/13-06-2018
,
as
well as the EU Taxonomy Regulation 2020/852:
Annual Financial Report for the period
1/1/2022 to 31/12/2022
28
•
Business model.
•
Main non-financial risks.
•
Strategic Sustainable Development Goals.
•
Social and labor issues.
•
Respect for human rights.
•
Anti-corruption and issues related to bribery.
•
Environmental issues/Climate change.
•
Supply chain issues.
•
Taxonomy report.
In
this
Statements,
information
has
been
included
regarding
the
common
European
supervisory
priorities
for
the
annual
financial
reports
and
statements
for
the
year
2022,
as
announced
by
ESMA
(European
Enforcers
focus
on
Russia's
invasion
of
Ukraine,
economic
outlook
and
climate-related
disclosures
and
European
Common
Enforcement
Priorities
2022)
and
in
particular
Priority
1:
Climate-
related
matters,
Priority
2:
Disclosures
relating
to
Article
8
of
the
Taxonomy
Regulation
and
Priority
3: Reporting scope and data quality.
The
purpose
of
this
Statement
is
to
inform
the
Group’s
stakeholders
fully
and
comprehensively
about
the
strategy,
objectives
and
performance
of
FOURLIS
in
its
value
chain
(upstream,
midstream,
downstream).
In
the
context
of
its
sustainable
development
strategy,
the
Group
recognizes
key
performance indicators, while it will set relevant measurable targets in 2023, in order to:
•
monitor the implementation process of the sustainable development strategy, but also
•
identify
in
a
timely
manner
potential
challenges
that
may
hinder
its
implementation,
and
thus
proceed with any necessary corrective actions.
These
indicators
and
related
targets,
which
will
be
made
public
in
the
Sustainable
Development
and
Social
Responsibility
Report
2022,
will
be
based
on
both
the
results
of
the
materiality
analysis
and
international good practices.
FOURLIS
Group's
Sustainable
Development
and
Social
Responsibility
Division
is
responsible
for
the
preparation
of
this
information,
and
undertakes
to
gather
all
the
necessary
information,
in
Annual Financial Report for the period
1/1/2022 to 31/12/2022
29
cooperation
with
the
competent
departments
within
the
Group.
The
BoD
of
the
Group
validates
the
financial report, part of which is this non-financial statement.
The
content
of
this
Statement
has
been
drafted
by
taking
into
consideration
the
GRI
Standards
2021.
In
addition,
it
incorporates
metrics
of
the
Athens
Stock
Exchange
ESG
Reporting
Guide,
published
in
2022.
FOURLIS
HOLDINGS
S.A.
(parent
company)
participates
since
2021
in
the
new
ATHEX
ESG
Index
of
the Athens Stock Exchange.
Stakeholder Engagement and Materiality Analysis
[ATHEX ESG Metrics
C-S1, C-G3, GRI 2-29]
FOURLIS
Group
and
its
subsidiaries’
stakeholders,
are
those
individuals
or
groups
that
have
interests
that
are
affected
or
could
be
affected
by
the
organization’s
activities.
The
main
stakeholder
groups
of
the
Group
are
the
following:
employees,
shareholders/institutional
investors/financial
analysts,
customers,
suppliers/
partners,
civil
society,
local
communities,
government
and
supervisory
authorities/state,
business
community,
Media
and
NGOs.
Having
identified
and
prioritized
its
stakeholders,
the
Group
invests
in
a
continuous
and
mutual
way
contact
and
communication
with
them,
in
order
to
maintain
a
constant
flow
of
information
to
and
from
the
Group,
regarding
their
requests,
concerns
and
expectations.
The
role
and
views
of
the
Group's
stakeholders
are
key
elements
that
fuel
the
Group's
effort
to
improve
its
products
and
services,
as
well
as
its
sustainable
operation
and
development,
and
thus,
the
management
of
these
issues,
the
objectives’
setting
etc.,
are decided at Board
ο
f Director’s level.
In
the
context
of
the
continuous
improvement
of
the
approach
to
Sustainable
Development
and
Social
Responsibility
topics,
FOURLIS
Group
conducts
a
materiality
analysis,
in
accordance
with
the
GRI
Standards
2021
(the
process
and
the
results
will
be
available
in
the
FOURLIS
Group
Sustainable
Development
and
Social
Responsibility
Report
2022
which
will
be
published
in
June
2023),
to
prioritize
the
topics
that
present
the
most
material
actual
and
potential
(positive
and
negative)
impacts to the environment, people and economy.
Sustainable Development Policy and Strategy
[ATHEX ESG Metric
C-G4]
In
2021,
FOURLIS
Group
proceeded
with
the
completion
and
publication
on
its
site
www.fourlis.gr,
of
the
Sustainable
Development
Policy
which
concerns
all
its
companies
and
was
approved
by
the
Board
of
Directors.
The
Sustainable
Development
Strategy
of
FOURLIS
Group
is
based
on
Sustainable
Annual Financial Report for the period
1/1/2022 to 31/12/2022
30
Development
material
topics,
as
they
arise
through
the
materiality
analysis,
which
is
carried
out
according to the GRI Standards 2021.
Sustainable Development Oversight
[ATHEX ESG Metrics
C-G2, C-G4]
Sustainable
development
topics
are
discussed
at
least
once
a
year
in
the
Group’s
Executive
Committee,
which
is
attended
by
executives
of
the
Group’s
companies,
as
well
as
by
executive
members
of
the
BoD,
with
knowledge
on
Sustainable
Development
and
ESG
matters,
who
in
turn
communicate
the
sustainable
development
topics
to
the
rest
BoD
Members,
in
order,
according
to
the
results
of
the
materiality
analysis,
to
set
priorities
and
corresponding
goals,
during
the
BoD
meetings.
In
addition,
FOURLIS
Group
Sustainable
Development
and
Social
Responsibility
Division
informs
the
Audit
Committee
about
the
work
carried
out
in
the
Sustainable
Development
field
and
relevant
issues
are included in the Activities Report of the Committee.
a) Business model
FOURLIS
Group,
with
its
headquarters
located
at
18-20
Sorou
Street
(Building
A),
15125
Maroussi,
is
one
of
the
largest
trading
groups
of
consumer
goods,
who
has
developed
activities
in
Greece,
Cyprus, Bulgaria, Romania and Turkey.
More
information
regarding
the
business
environment,
strategy,
objectives
and
main
progress
and
factors
that
could
impact
on
the
Company’s
development,
are
available
in
the
following
chapters
of
the Board of Directors’ Annual Report:
•
Section 1. THE GROUP – Business Segments
•
Section 4. Operating performance-Important developments.
•
Section 7. Information about the Company’s prospected plan of development.
•
Section 8. Major threats and uncertainties faced by the Company,
as well as in the following paragraphs.
b) Main non-financial risks
Risk Management
The
risk
management
is
carried
out
by
the
Finance
Division
with
specific
rules
set
by
the
Board
of
Directors.
FOURLIS
Group
has
adopted
the
“Enterprise
Risk
Management”
(ERM)
methodology,
which
facilitates
and
enables
the
identification,
evaluation
and
management
of
risks
through
a
structured
approach.
The
methodology
is
based
on
the
framework
COSO
(Committee
of
Sponsoring
Organizations
of
the
Treadway
Commission)
ERM,
which
provides
guidance
on
how
to
integrate
ERM
practices
and
outlines
the
Annual Financial Report for the period
1/1/2022 to 31/12/2022
31
principles
of
their
implementation.
In
this
context,
risks
recorded
in
the
Risk
Register
of
Company
were
identified and evaluated.
More
specifically,
the
risk
categories
are:
Profitability
&
Liquidity,
Reputation
&
Ethics,
Society
&
People,
Compliance,
Strategy,
Customers,
Health
&
Safety,
Development
&
Competition,
Technology
and
Operations.
The most important non-financial risks identified for the Group are:
•
Risk
related
to
the
Society
and
People
category
:
The
possibility
of
experiencing
difficulties
in
attracting,
developing
(including
training)
and
maintaining
the
required
skills
and
talents
(including new skills in digital technologies) and the related impact on the Group's performance.
•
Risk
related
to
the
Strategy
category
:
The
possibility
of
non-alignment
of
the
business
strategy
with
ESG
(Environmental,
Social
and
Corporate
Governance)
obligations
such
as
Climate
&
Sustainability
and
corporate
governance
expectations
and
the
related
impact
on
the
Group's
financial results and reputation.
The Board of Directors provides written instructions and guidance for general risk management as well
as specific instructions for the management of specific risks.
c) ESG Strategic Objectives
[ATHEX ESG Metric
A-G3]
The
Group
significantly
contributes
to
the
achievement
of
ESG
performance
objectives
related
to
its
business
model.
The
2023-2024
objectives
are
under
development
and
will
be
finalized
following
the
completion
of
the
new
materiality
analysis,
based
on
the
GRI
Standards
2021.
The
relevant
objectives
will
be
made
publicly
available
in
the
Sustainable
Development
and
Social
Responsibility
Report
2022.
Creating and retaining employment
Maintaining the number of
employees according
to
the
Group’s
business
p
lans.
Maintaining the number of employees
according
to
the
Group’s
business
p
lans.
Protecting employee health, safety
and well-being
Zero incidents of fatalities and/or high
consequence
work-related injuries
.
Zero incidents of fatalities and/or high
consequence
work-related injuries.
Protecting human rights in the
workplace
Zero
incidents
of
human rights
violations
in the
Group.
Zero incidents of human rights violations
in the Group.
Creation of financial value / financial
performance of the company
Active / responsible social
contribution and organization of
voluntary actions for employees
Maintaining existing programs.
Maintaining of existing and
implementation of new programs with
expansion of the benefited social
groups (actions to support those
affected by the war in Ukraine).
Annual Financial Report for the period
1/1/2022 to 31/12/2022
32
Ensuring business ethics and
regulatory compliance
-
No existence of significant
findings during the mandatory
external evaluation of the internal
control system for the period
17/7/21-31/12/22 that will be
carried out within Q1 2023.
-
Z
ero
incidents of fraud/corruption.
-
-
- Based on the evaluation report from
an external partner, there was no
finding during the
reference period.
-
In 2022 there were 10 cases of
limited-scale fraud with non-material
financial scale was recorded at the
subsidiaries. These incidents were
identified by the Group internal controls
processes and were assessed as non-
significant, while all the necessary
measures were implemented.
Ensuring the health, safety and
accessibility of customers and
visitors
Zero incidents of non-
compliance with
regulations and voluntary
codes relating to
customers’ and visitors’
health and safety issues.
Maintaining
zero
incidents
.
Ensuring business continuity and
emergency preparedness
Development of a risk management
system according to the COSO ERM
methodology.
Risk assessment continued,
based on the COSO ERM
methodology.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
33
d) Social & labor issues
d1. Social Issues
Ensuring the health, safety and accessibility of customers and visitors
Corporate policies and due diligence
Facilities/Stores
Placing
particular
emphasis
on
prevention,
FOURLIS
Group
complies
with
current
legislation
and
applies
a
Health
and
Safety
Policy
(is
contained
in
the
Internal
Labor
Regulations
of
its
companies)
for
all
Group's
subsidiaries,
in
all
countries
of
operation.
The
Policy
includes
a
wide
range
of
relevant
procedures,
measures
and
initiatives,
regarding
the
safe
stay
of
visitors,
customers,
partners
and
employees
in
the
Group's
facilities.
Any
variations
of
the
relevant
procedures,
by
country
or
region,
depend
on
the
size
of
the
facilities
as
well
as
on
the
existing
national
legislation
of
the
Group
companies'
country
of
activity.
In
this
context,
some of the practices applied at FOURLIS Group are the following:
•
Cooperation with an external service provider on accident protection and prevention.
•
Written occupational risk assessment, according to existing methodology and legislation.
•
Measures
taken
for
reducing
“emergency
pick”
incidents,
in
order
to
prevent
accidents
at
the IKEA stores.
•
Infirmaries
equipped
with
medical
beds
and
automatic
external
defibrillators
in
all
the
IKEA
stores,
as
well
as
in
the
TRADE
LOGISTICS
S.A.
distribution
center
and
at
FOURLIS
Headquarters.
•
Provision
of
wheelchairs
at
IKEA
stores’
entrance,
as
well
as
of
accessible
lavatories
and
parking
spaces,
aiming
to
provide
safe
accommodation
and
transportation
for
people
with
disabilities.
In
order
to
ensure
the
adherence
of
the
Health
and
Safety
Policy,
regular
audits
are
carried
out
by
safety
technicians
in
all
the
facilities
of
FOURLIS
Group.
All
health
and
safety
incidents
occurring
within
the
Group’s
facilities
and
stores
are
reported.
At
the
same
time,
in
the
context
of
this
policy
a
Safety
Report
is
compiled
for
each
store
as
well
as
a
consolidated
one
for
all
of
them.
The
report
includes
information
not
only
on
the
number
and
type
of
incidents,
but
also
on
the
way
they
were
addressed.
Through
these
reports
the
Group
is
able
to
receive
useful
information
regarding
the
effectiveness
of
its
policies
so
as
to
proceed
to
the
improvement
of
the
applied
practices,
where
needed.
Products
Annual Financial Report for the period
1/1/2022 to 31/12/2022
34
Impacts
on
the
health
and
safety
of
customers
during
product
use
may
mainly
be
caused
by
either
defective
design
and
inadequate
operating
instructions
or
product
misuse
or
improper
assembly
of
products.
The
Group
manages
health
and
safety
topic
through
the
compliance
of
the
products
traded
by
its
subsidiaries,
in
all
countries
of
its
activity,
ensuring
cooperation
with
suppliers
and
franchisors
that
meet
European
and
national
quality
and
safety
laws
and
regulations
for
the
products
it
sells
(the
above includes food available through restaurants in IKEA stores).
ΙΚΕΑ
IKEA
provides
a
multiannual
product
guarantee,
which
in
some
cases
reaches
25
years,
while
a
product
withdrawal
policy
is
followed
and
applied.
At
the
same
time,
IKEA
monitors
product
returns
and
if
an
increased
number
of
returns
of
an
item
is
observed
(due
to
a
defect),
specific
procedures,
that
have
been
defined
worldwide
by
IKEA,
are
followed
for
the
information
of
all
interested
parties.
In
addition,
a
Food
Safety
System,
according
to
the
international
standard
ISO
22000,
is
implemented
in
all
IKEA
stores’
restaurants
in
Greece
and
Cyprus.
For
the
stores
in
Bulgaria
the
re-
certification
process
has
begun
and
is
expected
to
be
completed
in
2023.
More
information
regarding
any current recalls is available on the company’s website
Product Recall | IKEA Greece
.
INTERSPORT
Both
INTERSPORT’s
and
The
Athlete’s
Foot’s
policy
focuses
on
the
inclusion
of
terms
in
their
contracts
with
suppliers,
which
stipulate
the
compliance
with
all
applicable
regulations
and
laws,
regarding the products that they source from them.
In
cases
of
defective
products,
INTERSPORT
&
The
Athlete’s
Foot
immediately
proceed
to
their
withdrawal
and
replacement
and
initiates
all
the
necessary
procedures
in
order
to
inform
all
the
pertinent
institutions,
such
as
the
Ministry
of
Development
and
Investments,
consumers’
associations
and consumers in general, via a specific press release.
Outcomes of the above policies and non-financial key performance indicators
[GRI 416-2, ATHEX ESG Metric
SS-S1]
Facilities
/
Stores
Annual Financial Report for the period
1/1/2022 to 31/12/2022
35
•
For
2022,
there
were
no
fatalities
and/or
high-consequence
accidents
of
customers,
visitors
and
partners at the Group’s companies’ stores and facilities.
•
In
2022,
3
audits
in
relation
to
health
and
safety
matters
in
IKEA
and
INTERSPORT
stores
were
carried
out
in
total,
by
the
Internal
Audit
Department
and
specifically
in
the
categories
Health
and Safety of Stores and Food Health and Safety.
Products
•
There
were
no
cases
of
non-compliance
with
the
legislation
and/or
voluntary
Health
and
Safety
codes for FOURLIS Group’s products.
Product compliance and labeling
Corporate policies and due diligence
ΙΚΕΑ
IKEA
products
have
special
labeling
and
signs
aiming
to
provide
information
and
advice
to
consumers
such
as
information
related
to
product
manufacturing
and
origin,
their
environmentally
friendly
characteristics,
their
dimensions,
their
life
cycle,
whether
a
product
must
be
used
only
by
adults,
etc.
Moreover,
in
compliance
with
the
relevant
legislation
of
the
European
Union
and
more
specifically
with
the
Regulation
for
energy
labeling
(EU)
2017/1369,
the
new
energy
labels
are
available
on
specific
appliances
sold,
as
well
as
to
all
lamps.
More
information
is
available
on
the
website
New
energy label | IKEA Greece
.
INTERSPORT & The Athlete’s Foot
The
Commercial
Department
of
INTERSPORT
and
The
Athlete’s
Foot,
which
is
responsible
for
product
compliance,
oversees
adherence
to
market
regulations,
as
well
as
the
European
Union
CE
labeling.
The
products
hold
special
labeling
and
indications
in
order
to
provide
information
and
advice
to
consumers regarding their use, as well as information concerning the manufacturing etc.
Responsible communication
ΙΚΕΑ
For
the
advertising
and
promotion
of
the
Group’s
IKEA
products,
in
all
countries
of
operation,
the
communication
code
applied
by
IKEA
worldwide
is
followed,
as
well
as
all
conduct,
marketing
and
communication
codes
and
the
market
regulations
that
there
is
an
obligation
to
comply
with,
while
also
taking
into
consideration
local
needs.
Regarding
the
promotion
of
the
IKEA
products,
the
relevant
policy
is
adapted
to
local
consumer
needs
and
specificities.
For
this
reason,
the
setup
of
the
Annual Financial Report for the period
1/1/2022 to 31/12/2022
36
IKEA
stores
varies
according
to
their
location,
in
order
to
meet
local
community’s
standards
and
local
culture.
The
company
mainly
uses
electronic
media,
with
a
steady
increase
in
the
use
of
new
forms
of
communication,
such
as
digital
media
and
social
networks.
The
Communication
Division
and
the
Marketing Department are responsible for the company’s marketing policy.
INTERSPORT & The Athlete’s Foot
INTERSPORT’s
marketing
and
communication
strategy
is
set
in
accordance
with
its
vision,
which
is
to
bring
Sports
to
the
people,
whereas
The
Athlete’s
Foot’s
strategy
is
set
according
to
its
own
vision,
which
is
to
bring
style
to
sports,
while
always
having
as
a
principle
the
consumers’
needs.
Both
companies’
marketing
strategies
focus
on
two
areas:
corporate
communication
and
product
promotion.
The
product
communication
and
promotion
methods
chosen
by
the
companies
include
various
mass
media
such
as
tv,
radio
broadcasting
and
online
advertising,
while
they
respect
all
codes
of
conduct,
marketing
and
communication,
including
market
regulations
that
they
are
obliged
to adhere to, in all the countries of operation.
Outcome of the above policies and non-financial key performance indicators
•
There
were
no
incidents
of
non-compliance
concerning
product
and
service
information
and
labeling
[GRI 417-2]
.
•
There
were
no
incidents
of
non-compliance
with
regulations
and
voluntary
codes
regarding
marketing communication, including advertising, promotion and sponsorships
[GRI 417-3]
.
[GRI 418-1, ATHEX ESG Metric
C-G6]
Corporate policies and due diligence
FOURLIS
Group
adheres
not
only
to
the
European
Legislation,
but
also
to
the
local
legislations
of
the
countries
where
it
operates,
regarding
personal
data
protection
of
the
natural
persons
who
transact
with
the
Group,
maintaining
also
a
relevant
policy.
Respecting
privacy
is
a
core
element
of
both
the
Code
of
Conduct
and
the
policies
that
are
embedded
in
FOURLIS
Group
and
its
subsidiaries
operations.
FOURLIS
Group
values
the
trust
of
all
those
who
enter
a
transaction
with
it
and
has
designed
and
implements
(to
all
its
subsidiaries),
a
personal
data
policy
for
all
natural
persons
(visitors,
partners,
customers,
suppliers,
current,
former
and
candidate
employees).
Personal
information
collected
for
business
needs,
after
obtaining
legal
consent,
are
safely
protected
with
due
diligence,
to
safeguard
Annual Financial Report for the period
1/1/2022 to 31/12/2022
37
the
rights
of
natural
persons,
in
accordance
with
the
existing
legislation
and
Data
Protection
Authority
guidelines (GDPR), in all countries where the Group companies operate.
All
Group’s
employees
in
all
counties
where
it
operates,
have
received
training
in
GDPR
issues,
either
via
classroom
seminars
or
via
e-learning.
GDPR
training
is
also
a
part
of
the
induction
program
for
all new employees.
Compliance
with
the
relevant
legislation
and
data
security
is
examined
at
Group’s
companies
Board
of Directors level.
Outcomes of the above policies and non-financial key performance indicators
[GRI 418-1, ATHEX ESG Metric
C-G6]
•
Unrestricted implementation of policies and procedures in relation to personal data protection.
•
6
internal
audits
were
carried
out
by
the
Internal
Audit
Department,
which
did
not
reveal
any
high-risk
findings
on
personal
data
issues
(some
of
the
audits
are
not
exclusive
to
GDPR
issues).
•
The
Competent
Authority
has
not
ascertained
any
violation
of
the
provisions
of
the
General
Data
Protection Regulation (GDPR) and Law 4624/2019.
Active/responsible social contribution and organization of voluntary actions for
employees
Corporate policies and due diligence
Annual Financial Report for the period
1/1/2022 to 31/12/2022
38
FOURLIS
Group
daily
operates
daily
for
the
realization
of
its
commitment
and
vision,
which
is
the
creation of the conditions for a better life for all
.
In
this
context,
FOURLIS
Group
seeks
to
be
in
constant
connection
with
the
citizens
and
the
wider
society
in
the
countries
where
it
operates,
through
established
communication
and
engagement
channels aiming to be informed about their needs and to understand them.
In
addition,
it
proceeds
with
the
evaluation
and
prioritization
of
the
needs
and
designs
programs
and
actions with criteria to meet the real and important needs of each local community, but also
those
that
are
more
in
line
with
the
Group’s
social
responsibility
strategy
(supporting
vulnerable
social
groups
and
mostly
children),
the
number
of
beneficiaries,
as
the
well
as
the
nature
of
its
activities.
Furthermore,
in
cases
where
there
are
special
circumstances
(e.g.,
pandemic,
natural
disasters),
the
Group
either
updates
its
programs
or
incorporates
actions
aimed
at
addressing
these
emergencies,
for the relief of society and citizens.
The
Sustainable
Development
and
Social
Responsibility
Division
is
in
constant
and
close
communication
and
cooperation
with
executives
from
all
Group’s
companies
to
plan,
coordinate
and
implement, jointly, these actions.
The
countries
where
social
responsibility
programs
and
actions
took
place
in
2022
were
Greece,
Cyprus, Bulgaria and Romania.
Outcomes of the above policies and non-financial key performance indicators
Some
of
the
most
important
programs
and
actions
implemented
in
2022
to
support
society,
are
presented
below.
More
information
will
be
included
in
the
Group's
annual
Sustainable
Development
and Social Responsibility Report for 2022.
•
HOUSEMARKET
(ΙΚΕΑ
stores)
and
FOURLIS
Group
continued,
for
a
10th
year,
the
"Stations
of
Joy"
program
through
which
they
support
municipal
nursery
schools
and
kindergartens
throughout
Greece.
In
2022,
the
full
refurbishment
of
5
Municipal
nursery
Schools
and
kindergartens
was
implemented
in
Thesprotiko
of
Preveza,
in
Kavallari
of
the
Municipality
of
Lagadas,
in
Servia
of
Kozani,
as
well
as
in
Velestino
and
the
Rizomilo
of
Magnesia,
in
collaboration
with
the
competent
Municipal
Authorities.
Since
the
beginning
of
the
program
in
Greece,
a
total
of
83
nurseries
and
kindergartens
have
been
equipped
for
more
than
3,600
children.
The
"Stations
of
Joy"
program
was
implemented
in
2022
in
Cyprus,
where
2
community
nursery
schools
were
fully
equipped
in
Tseri
and
Moniatis.
Since
the
beginning
of
the
program
in
Cyprus,
a total of 13 community kindergartens have been equipped for more than 320 children.
•
HOUSEMARKET
supports
the
work
of
“Make-a-Wish
Greece”
organization,
contributing
to
granting
the
wishes
of
children
diagnosed
with
critical
illnesses.
In
2022
31
children's
rooms,
that
Annual Financial Report for the period
1/1/2022 to 31/12/2022
39
wished
to
have
the
room
of
their
dreams,
were
equipped,
while,
since
the
beginning
of
the
cooperation
between
IKEA
and
Make-A-Wish,
a
total
of
132
children's
rooms
have
been
equipped.
•
HOUSEMARKET
supported
the
work
of
Symplefsi
NPO,
by
offering
products
for
the
equipment
of
the
nursery
schools
of
Erikousa
and
Iraklia,
which
the
Organization
visited
as
part
of
its
autumn
mission to islands.
•
The
restaurants
of
the
IKEA
Stores
and
the
restaurant
of
the
Group's
headquarters
provided
free
meals
at
Institutions
and
Organizations
in
Greece,
to
feed
people
in
need,
in
cooperation
with
the
Non-Profit
Organization
“BOROUME”.
A
similar
action
was
implemented
in
2022
by
the
IKEA
Cyprus
store,
offering
meals
to
the
Pancyprian
Single
Parents
and
Friends
Association
(
www.singleparentscy.org
).
•
HOUSEMARKET
hosted
WWF
representatives
at
IKEA
stores
in
Airport,
Kifissos,
Piraeus,
Maroussi
(The
Mall
Athens)
and
Larissa
with
the
aim
of
informing
and
raising
public
awareness
about
the
work
of
the
Organization.
A
similar
action
was
implemented
with
the
United
Nations
High
Commissioner
for
Refugees
(UNHCR),
where
its
representatives
were
hosted
at
the
IKEA
stores
at
Airport,
Kifissos,
Thessaloniki
and
Maroussi
(The
Mall
Athens),
with
the
aim
of
raising
public
awareness
of
its
actions
on
the
issue
of
the
devastating
war
in
Ukraine
and
the
provision
of
assistance
to
the
millions
displaced
by
the
war
and
in
particular
to
unaccompanied
minor
refugee children.
•
INTERSPORT
ATHLETICS
S.A.
(INTERSPORT
&
The
Athlete’s
Foot
stores)
continued
the
#WOMANISM
action,
which
aims
at
the
empowerment
of
women.
On
the
occasion
of
International
Women's
Day
INTERSPORT
organized,
on
its
Instagram
page,
live
discussions
with
Daphne
Karavokiri,
Xenia
Dania
and
Elisavet
Pesiridou
and
moderator
Jenny
Melita,
who
shared
their
personal
stories,
the
difficulties
they
encountered,
but
also
the
ways
that
helped
them
overcome obstacles and get closer to their goal & dreams.
•
INTERSPORT
ATHLETICS
S.A.
proceeded
in
cooperation
with
the
Organization
"Mission
ANTHROPOS"
and
offered
949
pieces
of
footwear,
614
pieces
of
clothing
and
255
pieces
of
accessories,
for
the
organizations
cooperating
with
the
Organization,
"METADRASI",
Social
EKAB,
ASB
(Arbeiter
Samariter
Bund)
and
the
Cultural
Educational
Association
of
Women
of
Drossero
Xanthi
"Elpida".
The
items
were
distributed,
from
the
central
points
of
distribution
of
the
operators
in
Athens
and
Thessaloniki,
to
places
all
over
Greece
such
as
Ioannina,
Xanthi,
Chios and Samos.
•
FOURLIS
HOLDINGS
S.A
continued
supporting
the
Association
"DIAZOMA",
the
Non-Profit
Organization
"Opheltes
-
The
Friend
of
Nemea",
the
"The
Society
for
the
Revival
of
the
Nemean
Annual Financial Report for the period
1/1/2022 to 31/12/2022
40
Games"
and
the
"Hellenic
Society
for
the
Protection
of
the
Environment
and
the
Cultural
Heritage".
•
HOUSEMARKET
Bulgaria
EAD
(IKEA
Bulgaria
stores)
implemented
actions
to
support
children
from vulnerable social groups. In this context, in 2022 the subsidiary:
o
Offered
children's
furniture
and
toys
for
the
"Blue
Dots"
points
established
by
UNICEF
and
UNHCR
in
Sofia,
Ruse,
Dobrich,
Nurankulak,
Burgas
and
Varna.
These
are
places
of
protection
and
support
of
refugees
providing
families
and
children
with
useful
information
and
services.
In
2022,
through
these
points,
families
who
fled
their
country
due
to
the
war in Ukraine were supported.
o
continued
its
cooperation
with
UNICEF
in
support
of
the
“Steps
Together”
program.
The
objective
of
the
program
is
to
change
the
school
environment
and
create
spaces
where
children
feel
confident
to
share
ideas
for
improving
it,
so
as
to
create
conditions
to
reduce
stress
and
withdrawal
from
the
school
routine.
In
this
context
and
in
collaboration
with
UNICEF,
IKEA,
on
the
occasion
of
the
Pink
Shirt
Day
on
February
23,
2022,
created
an
awareness
campaign
for
employees,
customers
and
the
wider
public
on
the
issue
of
bullying at school and provided information and advice to prevent the issue.
o
donated
furniture
items
for
the
formation
of
the
new
training
center
of
Karim
Dom
in
Varna,
an
organization
with
a
leading
role
in
providing
professional
services
for
children
with
special
needs
and
their
families.
This
center,
which
opened
in
September
2022,
will
also
be
used
for
UNICEF
training
programs.
IKEA
Varna
store
employees
worked
voluntarily for the assembly of the furniture.
o
proceeded
to
the
design
and
full
equipment
of
a
space
in
the
high
school
of
the
remote
village
of
Dermantsy,
transforming
the
space
of
the
old
library
of
the
school
into
a
hospitable
and
comfortable
space
where
more
than
200
children
will
be
able
to
take
film
and
photography
lessons
but
also
relax,
watch
movies,
read
books,
participate
in
activities, etc.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
41
•
Provision
of
equipment
for
the
formation
of
host
spaces
for
families
from
Ukraine
to
the
Zanneio
Ekali
Foundation
and
the
Reception
Structure
of
the
Ministry
of
Migration
and
Asylum
in Northern Greece.
•
Continuation,
by
HOUSEMARKET
S.A.,
(IKEA
stores
in
Greece),
of
the
support
program
for
the
fire
victims
of
Eastern
Attica
(2018)
with
discount
policies
of
purchases
and
deliveries
of
residential equipment to the beneficiaries.
•
Reinforcement
of
a
team
of
forest
firefighting
and
forest
protection
volunteers
in
Evia,
for
the
supply of special equipment.
•
Continuation
of
WWF
Hellas
supporting
program
for
dealing
with
the
effects
of
forest
fires,
with
emphasis
on
Evia.
WWF
Hellas
has
undertaken
the
obligation
to
include
in
its
actions
the
organization
ANIMA
for
the
rescue
and
care
of
wild
animals
in
Evia
and
other
fire-affected
areas.
IKEA
will
offer
WWF
Hellas
10%
of
each
sale
of
rechargeable
batteries
and
chargers
for
3
years
(starting
from
September
2021).
The
amount
paid
for
this
purpose,
to
date,
amounts to
euro
40,000.
•
Collection
and
donation
of
food
and
necessities,
by
the
Group's
employees
in
Greece,
Cyprus,
Bulgaria
and
Romania,
to
organizations
that
support
vulnerable
groups
of
our
fellow
human
beings.
•
Organization
of
voluntary
blood
donation
for
the
employees
of
FOURLIS
Group,
in
the
facilities
of
the
Group
companies
in
Greece
and
Cyprus,
through
which
a
total
of
256
bottles
of blood were collected.
•
Organization
of
a
voluntary
action
in
the
context
of
which
employees
of
the
IKEA
Thessaloniki
store
cooked
voluntarily
and
under
the
guidance
of
experienced
chefs
and
students
of
the
School
of
Cooking
and
Confectionery
La
Chef
Levi,
more
than
250
portions
of
food
which
they
donated,
through
the
NGO
"
Β
oroume",
to
the
"Lighthouse
of
the
World"
for
the
feeding
of the hosted children.
•
Voluntary
participation
of
FOURLIS
Group
employees
in
the
action
"Become
a
Seller
for
1
Hour"
organized
by
the
street
magazine
SHEDIA,
in
central
points
of
Attica
and
Thessaloniki.
Through
this
process
they
had
the
opportunity
to
meet
the
regular
seller
of
the
day,
to
learn
more
about
the
daily
struggle
he
gives
for
a
decent
life,
to
try
their
hand
at
sales,
but
mainly
to send their own message against poverty and social exclusion.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
42
More
information
will
be
included
in
the
Group's
annual
Sustainable
Development
and
Social
Responsibility Report for 2022.
d2. Labor issues
Creating and retaining employment
Corporate policies and due diligence
FOURLIS
Group
is
its
people,
all
those
who
daily
support
its
operations.
At
FOURLIS
Group,
the
creation
and
safeguarding
of
job
positions,
ensuring
a
healthy
and
safe
working
environment,
meritocracy
and
personal
development,
respecting
for
human
rights,
as
well
as
the
provision
of
equal
opportunities
for
education, evaluation, development and reward for all, are the focus of its philosophy and practices.
The
approach
of
FOURLIS
Group
to
the
topics
of
employment
and
relationships
with
its
employees
directly
affect
their
performance,
retention
and
development,
while
these
issues
are
also
significant
for
the
Group’s
long-term
sustainable
development.
The
following
are
the
main
pillars
of
the
policy,
regarding the staff recruitment and their professional development:
•
Common
recruitment
evaluation
criteria
for
all
the
Group’s
companies,
to
ensure
equal
opportunities
and to fight discrimination.
•
Provision
of
equal
development
opportunities
to
all
Group
employees,
through
internal
transfer
and
promotion processes.
•
The
compensation
and
benefits
policy,
which
is
based
on
Group’s
financial
results,
on
the
employee’s
performance
appraisal
conducted
on
an
annual
basis
and
on
retail
market
trends
in
relation
to
remunerations.
•
The
maintenance
of
balance
when
it
comes
to
gender,
nationality,
religion,
political
or
other
opinions,
as
well
as
issues
in
relation
to
disability,
sexual
orientation,
etc.
during
the
employee
selection
and
development processes, as well as in the compensation and benefits policies.
When
in
any
of
the
companies
there
are
job
openings,
those
are
readily
covered
either
via
internal
transfer/promotion
of
employees
(through
the
Open
Resourcing
Policy),
or
via
a
direct
transfer/promotion of an employee (for Executives), or via a new recruitment.
Outcomes of the above policies and non-financial key performance indicators
[GRI 2-7]
On 31/12/2022, FOURLIS Group numbered 4,116 employees.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
43
N
umber of
permanent
employees
Number of temporary
employees
Number of non-
guaranteed hours
employees
Number of full-time
employees
Number of part-time
employees
N
umber of
permanent
employees
Number of temporary
employees
Number of non-
guaranteed hours
employees
Number of full-time
employees
Number of part-time
employees
Annual Financial Report for the period
1/1/2022 to 31/12/2022
44
N
umber of
permanent
employees
Number of temporary
employees
Number of non-
guaranteed hours
employees
Number of full-time
employees
Number of part-time
employees
N
umber of
permanent
employees
Number of temporary
employees
Number of non-
guaranteed hours
employees
Number of full-time
employees
Number of part-time
employees
Annual Financial Report for the period
1/1/2022 to 31/12/2022
45
[ATHEX ESG METRIC C-S4]
Human Resources Turnover Rate
Involuntary turnover rate
Voluntary turnover rate
*
*Due
to
the
nature
of
the
business
activities
(IKEA/INTERSPORT/The
Athlete’s
Foot
stores)
the
voluntary
turnover
rate
varies
among
the years.
[GRI 2-30, ATHEX ESG Metric
C-S7]
FOURLIS
Group
implements
the
applicable
legislation
on
employment
contracts
for
100%
of
its
employees in all countries of operation.
N
umber of
permanent
employees
Number of temporary
employees
Number of non-
guaranteed hours
employees
Number of full-time
employees
Number of part-time
employees
Annual Financial Report for the period
1/1/2022 to 31/12/2022
46
Employee training and education
Corporate policies and due diligence
Education
The
employees’
need
for
training
is
continuous
and
ever
increasing,
as
the
competition
and
the
current
market
demands
are
constantly
generating
new
training
and
educational
needs.
For
this
reason,
the
training
of
each
Group
employee
begins
upon
his/her
recruitment,
while
ensuring
the
continuous
training
and
education
of
employees
is
achieved
through
adherence
to
the
training
plan
drawn
up
at
the
completion of the annual performance appraisal.
The
first
training
program
for
every
Group
employee
is
an
induction
program,
through
which
it
is
ensured
that all the newly hired employees are informed about:
•
The Group’s history, Principles and structure.
•
The General Data Protection Regulation (GDPR).
•
The Group’s Performance Appraisal system.
•
The Digital Transformation.
This
program
is
implemented
both
in
classroom
and
via
e-learning.
In
addition,
all
newly
hired
employees
are
informed
about
the
Procedure
for
the
Prevention,
Detection
and
Management
of
Conflict
of
Interest
and
for
the
Code
of
Conduct
by
the
internal
communication
tool
(F2F)
and
receive
the
Internal
Labor
Regulations of each company.
The
preparation
for
the
e-learning
trainings
on
issues
such
as
Diversity
&
Inclusion,
Compliance
&
Conflict
Management
System
and
Risk
Management,
started
during
2022.
These
trainings
will
be
mandatory for all and will take place in 2023.
All
FOURLIS
Group
employees
are
members
of
the
Training
Academy
of
the
Group
“FOURLIS
Learning
Academy”,
which
has
been
operating
since
2011,
and
participate
in
programs
according
to
their
role
requirements and their needs for personal development.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
47
FOURLIS Learning Academy consists of 4 programs in total:
1.
GREEN PROGRAM
2.
SILVER PROGRAM
3.
GOLD PROGRAM
4.
PLATINUM PROGRAM
The training courses, which are annually updated, are developed in four pillars:
•
Leadership
•
Business Operations
•
Health and Safety
•
Sales-Products
Within
the
framework
of
the
academy
a
new
program,
FOURLIS
Retail
Diploma,
was
launched
in
2016.
The
program
was
designed
and
created
to
provide
high-level
knowledge
from
University
professors
and
senior
executives
of
both
the
market
and
FOURLIS
Group
in
a
range
of
fields,
mainly
focusing
on
Retail
Management.
The
program
is
attended
by
employees
of
all
the
Group
companies
from
all
countries
of
operation.
Each
year
a
new
class
begins,
with
the
participation
of
–on
average-
16
employees
from
all
the
countries
where
the
Group
operates.
Their
selection
is
based
on
a
series
of
objective
and
meritocratic
criteria. The total duration of the program is 2.5 years.
Performance Appraisal and Development
[GRI 404-3]
The
Group
implements
an
annual
Performance
Appraisal
and
Development
Review
System
for
all
its
employees,
to
ensure
that
the
evaluation
process
is
and
will
remain
transparent.
In
this
way
it
ensures
a
fair
working
environment
and
creates
an
operational
succession
plan
for
executives
at
positions
of
high responsibility.
In
2020,
the
Performance
Appraisal
and
Development
process
was
renewed,
to
meet
current
business
needs.
Specifically,
the
employees’
evaluation
competencies
were
renewed
to
be
harmonized
with
the
era
and
strategic
priorities
of
the
Group
and
in
addition,
employee
self-assessment
and
the
completion
of
a
questionnaire
of
professional
ambitions
became
mandatory.
This
gives
the
employee
a
more
active
role
in
evaluating
their
performance
and
communication
between
the
appraisers
and
the
appraised
is
further
improved.
The
overall
result
of
this
procedure
ensures
even
more
the
meritocratic
capture
of
the
employees’
dynamics,
in
relation
to
their
growth
and
development
plan.
The
performance
Appraisal
and
Development
Review
process,
which
includes
the
assessment
of
the
agreed
measurable
objectives
and
the
assessment
of
employees’
skills
and
behavior,
is
conducted
once
a
year
for
all
employees
in
all
Group's
companies.
At
the
same
time,
all
actions
related
to
the
employees'
Development
plan
are
recorded on the Appraisal Review report.
Furthermore,
since
2013
the
Group
implements
a
360
o
Evaluation
Procedure
for
its
Executives
(Managers
and
Supervisors),
in
cooperation
with
an
independent
consulting
company,
that
took
place
for
the
Annual Financial Report for the period
1/1/2022 to 31/12/2022
48
Company
in
2022.
The
360
o
Evaluation
is
a
tool
that
offers
the
opportunity
to
those
collaborating
at
any
job
level
(supervisors,
subordinates,
colleagues),
to
openly
express
their
opinion,
providing
constructive
comments
on
the
behavior
and
the
management
style
of
the
employees
under
evaluation.
Through
this
process,
the
360
o
Evaluation
is
a
self-improvement
tool
that
contributes
to
understanding
the
needs,
identifying the strengths and the areas for improvement and thus, empowering collaboration.
Outcomes of the above policies and non-financial key performance indicators
Education
By
the
end
of
2022,
the
Retail
Diploma
program
has
been
attended
by
a
total
of
60
employees
coming
from
all
countries
where
FOURLIS
Group
operates,
and
59
employees
have
graduated.
In
2022
no
new
class started, due to the COVID-19 pandemic, as attending in person is necessary for the program.
Performance Appraisal and Development Review
[GRI 404-3]
The
total
number
of
employees
(100%)
received
regular
performance
and
development
review,
during
2022,
except
for
the
subsidiary
TRADE
ESTATES
that
started
its
operations
in
2021
and
for
which
the
total
number
of
employees
(100%)
will
receive
a
regular
performance
and
development
review
in
2023
for the year 2022.
Average hours of training
[GRI
404-1]
Annual Financial Report for the period
1/1/2022 to 31/12/2022
49
Average hours of training by
gender
Average hours of training by employee
category
Average hours of training by
gender
Average hours of training by employee
category
*In
2022,
there
is
an
increase
in
the
average
training
due
to
the
improvement
of
the
conditions
created
due
to
COVID-19
and
the
return of employees to the training programs.
**In 2021, Turkey did not proceed with training sessions.
More
information
and
data
regarding
the
results
of
the
policies
in
topics
of
training
and
education
of
FOURLIS
Group’s
employees,
will
be
available
at
the
FOURLIS
Group’s
annual
Sustainable
Development
and Social Responsibility Report 2022.
Employee health, safety and wellbeing at work
Corporate policies and due diligence
Given
that
the
creation
of
a
safe
and
healthy
work
environment
is
a
fundamental
Principle
for
FOURLIS
Group,
as
it
is
also
depicted
through
its
Values,
not
only
the
clauses
of
the
relevant
labor
legislation
are
followed
in
all
the
countries
where
the
Group
operates,
but
also
potential
risks
that
may
face
are
assessed so as to take the necessary measures in order to prevent potential accidents.
An
important
priority
is
to
safeguard
compliance
with
the
Health
and
Safety
Policy.
Responsible
for
the
implementation
of
the
Policy
is
the
FOURLIS
Group’s
Human
Resources
Division
and
specifically,
the
Health and Safety Department.
FOURLIS
Group
has
developed
and
implements
an
Occupational
Health
and
Safety
management
system,
which
complies
with
all
legal
requirements,
as
well
as
the
requirements
of
the
“ILO
Code
of
Practice
on
Recording
and
Notification
of
Occupational
Accidents
and
Diseases”.
The
system
applies
to
all
the
activities,
stores
and
facilities
of
the
Group,
as
well
as
all
employees
(100%),
suppliers
and
partners
(e.g.,
cleaning
staff)
working
in
or
visiting
its
facilities.
The
FOURLIS
Group
Health
and
Safety
Director
is responsible for the system implementation.
The
System
is
not
certified
according
to
ISO
45001,
thus
it
is
not
externally
assured
by
an
external
independent party. However, an internal audit is carried out by the Group’s Internal Audit Department.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
50
Moreover,
FOURLIS
Group
carries
out
all
the
actions
required
by
law
on
risk
management.
In
particular,
intensive
audits
are
carried
out
by
safety
technicians
in
all
Group's
companies’
facilities.
Safety
technicians perform their duties according to the degree of risk posed by each facility.
As
required
by
law,
the
Group
provides
the
services
of
an
Occupational
Physician.
Visits
by
the
Occupational
Physician
are
conducted
according
to
legislative
requirements.
Employees
can
visit
the
Occupational Physician within their working hours. Medical confidentiality is strictly observed.
The
Occupational
Physician
makes
recommendations
to
the
Group’s
Human
Resources
Division
for
several
issues,
such
as
providing
guidance
on
the
COVID-19
pandemic.
The
Occupational
Physician
also
prepares an occupational health and safety report submitted to the Hellenic Labour Inspectorate.
In
the
large
IKEA
stores,
as
well
as
in
the
facilities
of
TRADE
LOGISTICS
and
the
Group’s
headquarters,
there are doctor’s offices and automatic external defibrillators.
The
Group
invests
in
the
continuous
and
regular
training
of
all
its
employees,
so
that
they
can
respond
to emergencies that affect both their own safety and that of visitors and partners at its facilities.
In particular, employee training includes the following:
•
Performing scheduled annual exercise on store evacuation with the participation of customers.
•
Performing
scheduled
biannual
exercise
on
store
evacuation,
without
the
participation
of
customers.
•
Performing regular fire safety exercises.
•
Training of First Aid Groups.
•
Training of Fire Safety and Firefighting Teams.
It
also
implements
regular
occupational
safety
trainings
for
department-specific
employees
where
this
is
necessary
due
to
the
nature
of
their
work,
such
as
those
who
are
employed
in
restaurants,
warehouses, the decorating team, maintenance, carpentry.
FOURLIS
Group
aims
to
prevent
and
mitigate
any
impacts
on
the
health
and
safety
of
its
partners/suppliers
arising
from
potential
risks.
Alongside,
it
ensures
training
of
the
partners
and
suppliers,
who
work
in
Group’s
facilities,
on
the
Group’s
policies
and
practices
in
health
and
safety
matters, while it also provides the required equipment.
Also,
for
the
12th
consecutive
year
FOURLIS
Group’s
Sustainable
Development
and
Social
Responsibility
Division
implemented
the
EF
ZIN
(Well-being)
program,
with
the
main
objective
to
inform
employees
on
health
and
well-being
issues
and
to
encourage
them
to
adopt
a
healthier
lifestyle.
In
the
context
of
this
program,
actions
regarding
healthy
diet,
health
and
prevention,
mental
health,
exercise,
etc.,
are
taking
place every year.
Outcomes of the above policies and non-financial key performance indicators
•
In
2022,
there
were
no
fatalities
and/or
high-consequence
work-related
accidents
in
all
the
Group’s
companies.
•
As
a
result
of
the
overall
management
approach
regarding
Health
and
Safety
topics,
in
the
latest
biennial
Employee
Insight
Survey
conducted
in
2021,
the
area
that
gathered
the
greatest
satisfaction of the human resources, was safety.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
51
•
In 2022, in the context of the EF ZIN (Well Being) program:
o
A
Mediterranean
Diet
program
took
place,
as
well
as
a
free
consultation
program
(a
total
of
54
sessions
were
carried
out
for
16
people)
which
was
implemented
in
collaboration
with
dieticians
and nutritionists for Group employees in Greece, Cyprus and Bulgaria.
o
The
operation
of
the
Counseling/Psychological
support
line
remained
active
(a
total
of
262
calls
were
made
by
111
people),
which
is
implemented
in
collaboration
with
psychologists
and
is
provided 24/7/365 to employees and their relatives (spouses, children) in Greece and Cyprus.
o
The
implementation
of
psychology
e-seminars
for
employees
in
Greece
and
Cyprus
continued.
The seminars were attended by 95 people.
o
The
service
of
individual
online
psychology
e-seminars
for
employees
in
Greece
and
Cyprus
was
inaugurated.
The
service
was
implemented
from
October
to
December
and
24
appointments
were
made.
o
For
the
employees
of
the
Group
in
Greece,
the
implementation
of
online
fitness
classes
continued.
o
Sports tournaments were held in Attica and Cyprus.
In
addition,
on
the
occasion
of
Cancer
Prevention
Day
and
World
Heart
Day,
FOURLIS
Group
in
collaboration
with
IASO
and
IASO
General
Clinic
carried
out,
at
the
Group's
facilities
in
Attica,
mammalogical
and
cardiac
examinations
for
employees.
A
total,
of
75
women
and
63
men
participated
in these exams, which are planned to continue for employees outside Attica.
Below
are
the
benefits
offered
to
full-time
and
part-time
employees,
based
on
significant
operating
locations throughout FOURLIS Group.
[GRI
401-2]
DISABILITY AND
INABILITY COVERAGE
RETIREMENT
PROVISION BENEFITS
*No retirement benefits are offered in Romania, Bulgaria and Turkey, as this is not a common practice in these countries.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
52
More
information
and
data
on
the
results
of
Group
employees’
health,
safety
and
wellbeing
policies,
will
be
included
in
the
Group's
annual
Sustainable
Development
and
Social
Responsibility
Report
2022.
e) Respect for Human Rights
Corporate policies and due diligence
[ATHEX ESG Metrics
C-S6, C-G5]
FOURLIS
Group,
approaches
the
Human
Rights
respect
and
protection
issues
in
a
systematic
way
through it its policies and initiatives. This effort consists of the following main axes:
•
The
participation
in
the
United
Nations
Global
Compact
(UNGC),
through
which
the
Group
commits
to
uphold
the
respective
Principles
such
as
those
relating
to
the
respect
of
freedom
of
association,
the
abolishment
of
child
and
forced
labor
and
discrimination
in
the
workplace
and its supply chain.
•
The FOURLIS Group Internal Labor Regulations.
•
The FOURLIS Group Human Rights Policy.
•
The
FOURLIS
Group
Policy
on
fighting
Discrimination,
Violence
and
Harassment
at
the
Workplace.
•
The FOURLIS Group Code of Conduct.
•
The FOURLIS Group Supplier Code of Conduct.
•
The FOURLIS Group Conflict of Interest Policy/Procedure.
•
Τhe FOURLIS Group Open Resourcing Policy/Procedure.
•
The FOURLIS Group Health and Safety Policy.
Also,
the
Group’s
Code
of
Conduct
Line/Whistleblowing
System
is
available
24
hours
a
day
through
which
anyone
may
call
in
order
to
report,
anonymously
or
not,
any
concerns
related
to
Code
of
Conduct violations or non-compliance with the applicable legislation, including human rights issues.
FOURLIS
Group
has
a
Policy
of
Equal
Opportunities
and
Diversity
and
a
Suitability
Policy
of
the
Board
of
Directors
members,
for
which
more
information
is
available
in
the
Corporate
Governance
Statement (
www.fourlis.gr
).
Since
2021,
FOURLIS
Group
has
signed
the
Diversity
Charter
in
Greece,
further
strengthening
its
commitment
to
combat
discrimination
and
promote
equal
rights
in
the
workplace.
In
2022,
the
Diversity Charter was signed by the Group's companies, IKEA and INTERSPORT, in Bulgaria.
In
addition,
FOURLIS
Group,
in
2022,
focused
even
more
on
issues
of
Diversity
and
Inclusion,
implementing the following actions:
•
Conducting
a
survey
among
employees
in
Greece,
Cyprus
and
Romania,
on
diversity
and
inclusion issues and a relevant campaign to encourage employees to participate in it.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
53
•
Actions for the women’s empowerment, such as:
o
Empowerment
campaign
for
the
Group’s
women,
starring
40
Group’s
women
employees
who
shared
their
views
on
the
role
of
women
in
modern
times,
on
female
role
models
and
on
what
makes them proud.
o
Discussions
(vodcasts)
held
by
the
Group's
Sustainable
Development
and
Social
Responsibility
Director,
Mrs.
Lyda
Fourlis,
with
3
dynamic
women,
Christina
Karampela,
Vice
President
of
Actionaid
Hellas,
Frosso
Tzintziropoulou,
Health
Psychologist
and
Psychotherapist
of
the
"Alma
Zois"
Association
and
Vanessa
Archontidou,
Founder-AWomanCanBe.org,
Alpinist
&
Motivational
Speaker
EU
Climate
Pact
Ambassador
and
which
were
posted
on
corporate
media.
Through
this
dialogue,
important
issues
related
to
female
empowerment
emerged,
so
that
every
woman
understands how she can achieve anything she dreams of.
o
Pop
Up
Café,
an
action
in
the
context
of
which
the
Group's
Sustainable
Development
and
Social
Responsibility
Director,
Mrs.
Lyda
Fourlis,
held
meetings
at
the
premises
of
the
Group's
companies
with
female
employees
of
the
Group
in
order
to
discuss
issues
that
concern
them
and
inspire
each
other
on
the
ways
they
can
offer
more
strength
and
perspective
to
the
women
of the Group.
In
2023,
FOURLIS
Group
will
focus
even
more
on
issues
of
Diversity
and
Inclusion
with
specific
actions
in
the
areas:
INCLUSIVE
LEADERSHIP,
GENDER
EQUALITY
and
PEOPLE
WITH
DISABILITIES.
In
parallel
with
these
actions,
in
2023,
the
implementation
of
training
on
Diversity
and
Inclusion
issues will begin, which will be mandatory for all employees.
Outcomes of the above policies and non-financial key performance indicators
[GRI 406-1,
ΑΤΗΕΧ
ESG Metrics C-S2, C-S3, C-G1]
During
2022,
through
the
Code
of
Conduct
Line/Whistleblowing
System,
there
was
1
complaint
from
a
former
employee
to
a
subsidiary,
who
complained
about
behavior
at
work,
not
compliant
with
the
Code
of
Conduct.
The
complaint
was
investigated
in
accordance
with
the
Group's
procedures
(by
Company’s
management
and
the
Group’s
Human
Resources
Division)
and
based
on
the
information
provided
by
the
employee.
From
the
investigation
process,
no
findings
emerged,
so
the
complaint
was
not
substantiated.
During
this
period
there
were
no
additional
reports
of
incidents
of
human
rights
violations
and/or
discrimination
based
on
race,
religion,
gender,
age,
disability,
nationality,
political beliefs, etc., including incidents of harassment, in all activities of the Group.
Percentage of
women in the
entire FOURLIS
Group
Percentage of
women in positions
of
manager/supervisor
at FOURLIS Group
Annual Financial Report for the period
1/1/2022 to 31/12/2022
54
Percentage of
women in the
Board of Directors
of FOURLIS Group
Annual Financial Report for the period
1/1/2022 to 31/12/2022
55
f) Anti-corruption and issues related to bribery
Corporate policies and due diligence
[ATHEX ESG Metrics C- G5, A-G4]
Aiming
to
fight
corruption,
bribery
and
fraud,
FOURLIS
Group
has
established
and
implements
the
following
codes,
regulations,
policies
and
procedures,
which
also
cover
all
the
subsidiaries
and
for
which more detailed information is available for all stakeholders at
www.fourlis.gr
:
•
Corporate Governance Code.
•
Code of Conduct that includes the Code of Conduct Line/Whistleblowing System.
•
Charter of Operations.
•
Charter of BoD’s Operations.
•
Remuneration Policy.
•
Policy for the fight against money laundering and terrorist financing.
•
Internal control system evaluation process.
•
Compliance procedure regarding transactions with related parties.
At
the
same
time,
the
Group
has
set
up
the
following
committees
and
units
to
support
both
the
Board
of
Directors
and
the
Internal
Audit
System,
more
detailed
information
for
which
is
also
available at
www.fourlis.gr
:
•
Audit Committee.
•
Nomination and Remuneration Committee.
•
Internal Audit Department.
•
Regulatory Compliance Unit.
•
Risk Management Unit.
•
Information Systems Security Unit.
The
above
mentioned
have
been
approved
by
the
FOURLIS
Group
Board
of
Directors,
considering
the
precautionary
principle
and
the
relevant
information
is
available
on
www.fourlis.gr
,
so
that
it
is
accessible to all.
Furthermore,
the
Group
applies
a
management
procedure
for
any
incident
of
corruption,
bribery
or
fraud
and
in
each
case
the
Top
Management,
the
Internal
Audit
Department
and
the
Regulatory
Compliance Unit are informed.
Outcomes of the above policies and non-financial key performance indicators
While
implementing
the
Top
Management
informational
procedure
for
addressing
fraud
and
corruption
incidents,
during
the
period
of
1/1-31/12/2022,
10
cases
of
limited-scale
fraud
with
non-
material
financial
scale
was
recorded
at
the
subsidiaries.
These
incidents
were
identified
by
the
Group
internal
controls
processes
and
were
assessed
as
non-significant,
while
all
the
necessary
measures
were implemented.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
56
g) Environmental issues/climate change
Corporate policies and due diligence
FOURLIS
Group
recognizes
the
importance
of
environmental
protection,
as
well
as
the
challenges
posed
by
climate
change.
In
this
context,
the
Group
monitors
the
impact
of
its
activities
while
carrying
out
a
series
of
initiatives
and
interventions,
aimed
at
reducing
its
environmental
footprint,
by
saving
and
recycling
natural
resources,
reducing
greenhouse
gas
emissions
from
its
operation,
as
well
as
raising
awareness
of
its
employees
and
the
public
on
environmental
issues
and
on
adopting
a
responsible attitude to life.
The
Group’s
companies
are
responsible
for
the
monitoring
and
implementation
of
the
legislation
related
to
their
activities,
as
well
as
for
the
voluntary
measures
taken
and
the
respective
implementation
of
procedures
and
practices
aiming
to
reduce
their
environmental
impacts.
The
role
of
the
Group’s
parent
company,
through
the
Sustainable
Development
and
Social
Responsibility
Division,
is
to
monitor
the
relevant
procedures
and
practices,
as
well
as
to
collect
and
compare
their
results
with
previous
years’
data.
Through
this
process,
the
Group
is
able
to
present
to
its
stakeholders
the
results
of
the
practices
it
applies
and
to
set
up
new
objectives
for
the
following
years, shaping the relevant strategy.
The
Group
is
also
in
the
process
of
reviewing
the
obligations
arising
from
the
National
Climate
Law,
with
the
aim
of
implementing
the
requirements
for
the
publication
of
greenhouse
gas
emissions,
which
will be based on the GHG (Greenhouse Gas) Protocol and ISO14064.
Energy consumption and greenhouse gas emissions
FOURLIS
Group's
companies
systematically
monitor
electricity,
heating
oil
and
natural
gas
consumption
at
their
facilities
and
proceed
with
the
necessary
interventions,
where
and
when
necessary,
aiming
at
the
reduction
of
their
environmental
footprint.
Given
that
the
Group’s
facilities
are
highly
diversified
and
aiming
to
the
effectiveness
of
the
interventions
made
for
the
reduction
of
energy
consumption,
the
differences
between
the
companies’
facilities
are
taken
into
consideration
and special measures and practices for improving their energy efficiency are applied.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
57
TRADE
LOGISTICS:
Operation,
since
2013,
of
a
photovoltaic
power
generation
system
on
the
roof
of the warehouse, with an average annual production capacity of 1,400 MWh.
HOUSEMARKET:
Operation,
since
2021,
of
a
photovoltaic
power
generation
system
with
offsetting
at the IKEA Cyprus store.
Replacement of lamps/Air conditions
In
2022,
the
subsidiary
INTERSPORT
S.A.
continued
its
program
of
replacing
lamps
that
have
high
consumption
with
LED
lamps
in
INTERSPORT
and
The
Athlete's
Foot
stores
in
Greece,
Romania
and
Bulgaria.
This
program
will
continue
in
2023.
At
the
same
time,
in
the
stores
that
are
being
renovated, energy-saving air conditioners are installed.
Respectively,
HOUSEMARKET
has
completed
the
replacement
of
conventional
light
bulbs
with
LED
bulbs
in
commercial
and
non-commercial
spaces
of
its
stores
in
Greece
and
Cyprus.
In
Bulgaria,
the
replacement
has
been
completed
in
the
stores’
commercial
spaces
and
is
in
progress
at
non-
commercial areas.
Since
2012,
the
subsidiary
TRADE
LOGISTICS
S.A.
calculates
its
CO
2
emissions
for
all
of
its
operations, aiming to find the most compatible solutions for emissions reduction.
More
information
on
measures
and
practices
for
the
reduction
of
energy
consumption
and
greenhouse
gas
emissions
will
be
included
in
the
annual
Sustainable
Development
and
Social
Responsibility Report for the reporting year 2022.
Proper materials’ management and promotion of circular economy
FOURLIS
Group
implements
recycling
programs
in
collaboration
with
competent
bodies
for
sorting
and
appropriately
managing
each
waste
category.
In
addition,
recycling
programs
are
carried
out
in
Annual Financial Report for the period
1/1/2022 to 31/12/2022
58
the
premises
of
FOURLIS
Group's
companies
with
the
participation
of
employees
and
the
use
of
special recycling bins that have been installed in the workplace for this purpose.
Indicative
examples
of
additional
practices
applied
by
the
Group
for
the
proper
management
of
materials and the promotion of the circular economy are presented below:
•
The
IKEA
Airport
store
properly
manages
organic
waste,
which
is
sent
for
composting.
In
2022,
composting activities, which were interrupted due to COVID-19, resumed.
•
As
of
2021,
the
process
of
removing
disposable
plastics
from
the
restaurants
of
IKEA
stores
(e.g.,
glasses,
lids,
straws,
plates,
forks,
etc.)
and
replacing
them
with
corresponding
paper
or
wooden
ones has been completed.
•
Since
September
2016,
HOUSEMARKET
S.A.
(IKEA
stores
in
Greece)
has
implemented
an
electronic
archiving
system
for
copies
of
invoices
and
credit
notes,
with
significant
benefits
in
saving paper.
•
Since
November
2017,
INTERSPORT
Greece
has
proceeded
with
electronic
archiving
of
copies
of
sales documents.
•
Since
June
2022,
all
sales
documents
of
the
INTERSPORT
Greece,
Cyprus
and
Romania
e-shop
are sent to customers/recipients in electronic form instead of printed form.
•
In
2018,
INTERSPORT
Greece
proceeded
with
the
replacement
of
the
paper
boxes
with
reusable
plastic
ones
for
the
transportation
of
its
goods
from
its
central
warehouse
(TRADE
LOGISTICS)
to
its
stores
in
Attica
and
Thessaloniki.
In
2021,
this
practice
was
applied
for
the
stores
of
Patras,
while in 2022, it was extended to Trikala and Larisa.
•
The
Group
aims
at
limiting
ink
consumption
and
reducing
printing.
To
achieve
this
goal,
it
implements
new
technology
practices,
such
as
the
use
of
laser
printers,
which
significantly
contribute
to
the
protection
of
the
environment,
as
they
require
less
ink
to
operate.
Furthermore,
in
all
Group's
companies’
stores,
in
all
countries
of
operation,
all
the
printers
that
issue
customer
receipts are thermal.
In
Greece,
Cyprus
and
Romania
all
the
ink
cartridges
used,
are
sent
for
recycling.
In
Bulgaria
and
Turkey,
used
ink
cartridges
are
refilled
and
reused,
or
when
this
is
not
possible,
they
are
sent
for
recycling.
Responsible water consumption
At
FOURLIS
Group’s
facilities,
a
significant
quantity
of
water
is
consumed
due
to
the
sanitation
needs
and
to
the
large
number
of
visitors
and
employees.
The
Group
monitors
consumption
per
subsidiary
and
examines
the
implementation
of
additional
measures,
where
necessary,
in
order
to
reduce
water
consumption at its facilities.
Outcomes of the above policies and non-financial key performance indicators
Annual Financial Report for the period
1/1/2022 to 31/12/2022
59
Energy consumption and greenhouse gas emissions
All
the
results
of
the
measurements
in
relation
to
energy
consumption
and
greenhouse
gas
emissions
at
FOURLIS
Group
in
2022
will
be
available
in
the
annual
Sustainable
Development
and
Social
Responsibility Report 2022.
In
particular,
the
calculated
direct
greenhouse
gas
emissions
(Scope
1)
and
indirect
greenhouse
gas
emissions
(Scope
2)
for
the
year
2022
of
the
FOURLIS
Group
will
be
published
in
accordance
with
the
requirements
and
provisions
of
the
National
Climate
Law
4936/2022.
The
calculation
of
both
direct
and
indirect
greenhouse
gas
emissions
for
FOURLIS
Group
will
be
allocated
to
the
companies
belonging
to
the
FOURLIS
Group
and
included
in
the
Group's
organizational
boundaries.
In
addition,
the
energy
consumption
of
the
companies
belonging
to
FOURLIS
Group
for
the
year
2022
will
be
published in the Report.
TRADE
LOGISTICS:
The
total
energy
production
in
2022
amounted
to
1,432
MWh,
while,
during
the same period 1,308 metric tons of CO
2
e were not emitted.
HOUSEMARKET:
The
total
energy
production
in
2022
amounted
to
776
MWh,
while
698
metric
tons
of
CO
2
e
reached
the
amount
of
greenhouse
gases
that
were
not
emitted
during
the
same
period.
Proper materials’ management and promotion of circular economy
Annual Financial Report for the period
1/1/2022 to 31/12/2022
60
RECYLING OF MATERIALS (FOURLIS Group in total)
•
HOUSEMARKET:
Through
the
implementation
of
electronic
archiving
system
for
copies
of
invoices
and
credit
notes,
it
is
estimated
that
in
2022
the
printing
of
a
total
of
785,962
A4
pages
was
avoided,
while
since
the
beginning
of
the
implementation
of
this
practice,
the
printing
of
3,912,465
A4
pages
has
been
avoided
in
the
stores,
in
the
e-shop,
as
well
as
in
the
IKEA
Pick
Up & Order Points.
•
INTERSPORT:
o
Through
the
implementation
of
an
electronic
archiving
system
for
copies
of
sales
documents,
it
is
estimated
that
in
2022
the
printing
of
2,959,000
copies
of
documents
was
avoided,
while
since
the
implementation
of
the
practice,
the
printing
of
a
total
of
13,127,199
copies
of
documents has been avoided.
o
Thanks
to
the
implementation
of
the
electronic
dispatch
of
sales
documents
of
the
e-shop
of
INTERSPORT
Greece,
Cyprus
and
Romania
to
customers/recipients,
it
is
estimated
that
in
2022
the printing of about 40,000 documents was avoided.
o
Through
the
use
of
reusable
plastic
boxes
to
transport
INTERSPORT's
goods
from
its
central
warehouse
(TRADE
LOGISTICS)
to
its
stores,
it
is
estimated
that
the
cartons
that
were
not
used
in
2022
reach
a
total
of
about
120,000
pieces,
while
since
the
beginning
of
the
implementation
of
the
practice
it
is
estimated
that
the
use
of
about
680,000
pieces
of
cardboard
boxes
has
been
avoided.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
61
*2022
data
include
all
Group's
companies
except
from
INTERSPORT
stores
in
Bulgaria
and
the
IKEA
Order
and
Pick
Up
Point
in
Heraklion,
Crete.
2020
&
2021
data
were
adjusted
to
include
all
invoices
that
were
not
available
during
the
publication
of
the
Sustainable
Development
and
Social
Responsibility
Report
of
2021.
Respectively,
the
same
procedure
will
be
followed
in
Sustainable Development and Social Responsibility Report of 2022.
Offering products/services that contribute to a more sustainable lifestyle
HOUSEMARKET (
ΙΚΕΑ
stores)
IKEA
stores
offer
sustainable
products
which
are
presented
in
detail
on
its
website
(
Sustainable
products
| IKEA Greece
).
In
relation
to
the
restaurants
of
IKEA
stores
and
the
IKEA
Swedish
food
market,
the
following
are
mentioned:
•
Salmon
served
in
the
IKEA
stores’
restaurants
and
sold
by
the
IKEA
Swedish
food
market
originates
from Aquaculture Stewardship Council (ASC) certified farms.
•
Seafood
served
in
the
IKEA
stores’
restaurants
and
sold
by
the
IKEA
Swedish
food
market,
originate
from
fisheries
that
are
independently
certified
according
to
the
Marine
Stewardship
Council
(MSC)
standards.
•
IKEA
chocolates
and
coffee
are
Rainforest
Alliance
and
UTZ
certified,
respectively.
This
means
that
cocoa
and
coffee
come
from
sustainable
crops
that
create
better
living
opportunities
for
producers
and their families.
•
In
2020,
IKEA
enriched
its
meatball
line
with
the
new
vegetables’
meatballs,
HUVUDROLL,
which
are
made
from
pea
protein,
oats,
potatoes,
onion
and
apple
and
have
the
same
taste
and
texture
as
the
classic
IKEA
meatballs.
The
herbal
ingredients
of
this
new
product
come
from
sustainable
choices,
with a very small environmental footprint (4%).
INTERSPORT & The Athlete’s Foot
INTERSPORT
&
The
Athlete’s
Foot
stores
have
products
promoting
a
sustainable
lifestyle
and
are
presented in detail on the websites
www.intersport.gr
&
www.theathletesfoot.gr
respectively.
Additional actions and initiatives:
HOUSEMARKET (ΙΚΕΑ stores)
Annual Financial Report for the period
1/1/2022 to 31/12/2022
62
Reduction of food waste
•
In
August
2021,
invested
in
an
electronic
food
waste
monitoring
and
recording
system
in
restaurant's
kitchens
(Waste
Watchers),
while
trained
the
total
human
resources
employed
in
stores
where
the
system
“Waste
Watchers”
is
applied
(Kifissos,
Airport,
Thessaloniki,
Cyprus,
Sofia-Bulgaria),
on
the
effects
of
food
waste
on
the
environment
and
the
importance
of
proper
recording
and
management
of
stocks.
In
2022,
the
Group
managed
to
reduce
food
waste
by
26
tons
corresponding
to
111
tons
of
CO
2
and
65,055
meals
worth
euro
131,046.
By
the
end
of
2023,
the
implementation
of
the
electronic
system
is
planned
for
the
IKEA
stores
in
Maroussi
(The Mall Athens), Piraeus, Ioannina, Larissa and Varna in Bulgaria.
•
Continued
the
implementation
of
the
waste
reduction
practices
in
all
IKEA
restaurants
in
Greece,
Cyprus and Bulgaria, achieving its goal of reducing food waste by 52%.
•
Continued to raise public awareness about reducing food waste at home.
•
In
2022,
became
a
member
of
the
"Alliance
for
the
Reduction
of
Food
Waste".
The
"Alliance
for
the
Reduction
of
Food
Waste"
in
Greece
is
an
initiative
of
the
organization
BOROUME
and
AB
Vassilopoulos,
which
constantly
expands
and
gains
multiplier
dynamics.
In
this
collective
effort,
public
authorities,
professional
and
scientific
bodies,
food
and
catering
businesses
from
all
stages
of
the
supply
chain,
civil
society
organizations,
bodies
of
the
academic
and
research
community
join
forces.
In
the
framework
of
the
10th
Meeting
of
the
"Alliance
for
the
Reduction
of
Food
Waste"
held
in
December
2022
at
the
Ministry
of
Environment
and
Energy,
IKEA
presented
the
strategy,
objectives
as
well
as
the
prevention
actions
and
practices
it
implements
to
reduce
food
waste in its stores.
Consumers
•
Continued,
through
advertising,
encouraging
its
consumers
in
Greece,
Cyprus
and
Bulgaria
to
adopt
small
changes
and
sustainable
habits
with
impact
on
the
environment,
such
as
replacing
plastics
with
reusable
polyester
recycled
bags,
reducing
the
use
of
plastic,
the
use
of
recyclable
reusable
bottles,
the
use
of
glass
containers
to
store
leftover
food,
recycling,
the
use
of
rechargeable
batteries,
the
replacement
of
LED
lamps
and
the
use
of
water
batteries
with
a
special
mechanism
to
reduce
energy
consumption.
Through
this
communication,
the
company
published its own actions in the context of environmental protection, such as:
o
The removal of all disposable plastics from restaurants and products.
o
The availability of exclusively LED lamps, which consume 85% less energy.
o
The
availability
of
IKEA
water
batteries
that
lead
to
the
reduction
of
water
consumption
by
up
to
50% through their special mechanism.
o
The
gradual
withdrawal
of
common
batteries
and
the
adoption
of
the
use
of
rechargeable
batteries.
o
The use of sustainable and recyclable raw materials in the production of IKEA products.
o
The reduction of food waste.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
63
•
Created
(in
2021)
the
online
guide
to
a
sustainable
life
at
home
-
Simple
changes
for
a
more
sustainable life | IKEA Greece
•
Created
on
www.ikea.gr
website
a
section
presenting
IKEA's
strategy,
commitments
and
practices
in
the
pillars:
Health
and
Sustainable
Living,
Circular
and
Climate
Positive,
Fair
and
Equal.
•
Launched,
in
2022,
a
joint
action
in
collaboration
with
Public
Power
Corporation
(PPC)
in
the
context
of
which
the
visitors
of
the
IKEA
Airport,
IKEA
Kifisos
and
IKEA
Thessaloniki
stores,
had
the
opportunity
to
be
informed,
by
experienced
PPC
executives,
about
integrated
energy
saving
solutions
and
get
ideas
for
a
more
sustainable
life
at
home
from
IKEA.
A
competition
was
also
held
where
5
winners
won
gift
cards
worth
euro
3,000
for
purchases
of
sustainable
products
and
5
winners
received
6
months
of
free
electricity
with
Green
Pass
and
technical
study
for
house
energy
upgrade.
Educational
activities
were
also
carried
out,
where
children
had
the
opportunity
to
learn
how
to
make
responsible
choices
about
the
planet
and
to
win
gifts.
•
Participated
in
a
TEDx
organized
by
the
University
of
Piraeus
and
implemented
a
workshop
with
students,
in
the
framework
of
which
IKEA
presented
its
strategy
for
sustainability
and
held
a
discussion on possible future actions in the field of sustainable development.
•
Operates,
since
2020,
2
charging
stations
for
electric
cars
in
the
IKEA
Sofia
store
in
Bulgaria,
while
IKEA
is
member
of
the
Eldrive
network
which
provides
more
than
700
charging
points
for
electric
cars.
It
also
has
electric
trucks
that
can
be
rented
at
very
preferential
prices
by
customers
who
do
not
own
a
car
at
all
or
have
a
small
car,
in
order
to
transport
their
purchases
to their destination.
Since
2021,
2
car
charging
stations
have
been
installed
in
the
IKEA
Airport
store
and
1
charging
station
at
the
IKEA
store
in
Thessaloniki,
while
in
2022,
2
additional
charging
stations
were
installed at the IKEA Thessaloniki store.
Institutions
Since
December
2021,
HOUSEMARKET
S.A.
supports,
through
the
Hellenic
Advertisers
Association,
the
Planet
Pledge
initiative
in
Greece.
The
aim
of
the
initiative
is
to
make
marketing
and
communication
a
driving force to address the major environmental issues that threaten the planet.
Inter IKEA Group
Annual Financial Report for the period
1/1/2022 to 31/12/2022
64
The
Inter
IKEA
Group
applies
the
following
practices,
which
also
concern
the
company
HOUSEMARKET (IKEA stores) of the FOURLIS Group in Greece, Cyprus and Bulgaria:
•
IKEA,
worldwide,
is
committed
to
the
use
of
renewable
and
recycled
materials
in
all
its
products,
by 2030.
•
IKEA,
with
the
flat
packaging
achieves
a
reduction
of
carbon
emissions
from
transportation
from
the factory to the store and from the store at home, as well as a reduction of transportation cost.
•
IKEA,
in
2022,
announced
that
it
is
proceeding
with
the
gradual
removal
of
plastic
from
the
packaging
of
its
consumer
products.
The
replacement
of
the
packaging
of
the
new
product
inventory
will
be
completed
by
2025,
while
for
the
existing
inventory,
by
2028.
With
this
gradual
elimination,
IKEA
aims
to
reduce
plastic
waste
and
plastic
pollution,
leading
the
industry
agenda
to
the development of packaging products based on renewable and recycled materials.
INTERSPORT & The Athlete’s Foot
•
In
2022
INTERSPORT
Greece
launched
the
1st
ecofriendly
INTERSPORT
store
in
the
world,
in
Riverwest
Shopping
Centre,
which
is
the
forerunner
for
a
new
INTERSPORT
store
model
that
has
sustainability development as its central pillar.
All
the
metal
equipment
(100%)
of
the
store
comes
from
materials/furniture
of
old
INTERSPORT
stores,
while
ecological
paint
&
ecofriendly
materials
are
used
in
furniture
and
fitting
rooms.
In
the
context
of
energy
coverage,
an
investment
was
made
in
LED
lighting
technology
for
maximum
savings
in
combination
with
light
motion
sensors
in
the
warehouses
and
the
use
of
the
latest
air
conditioning
technology.
With
the
aim
of
continuously
enhancing
eco-development,
customers
have
the
opportunity
to
get
in
touch
with
the
sustainable
collections
of
brands
offered
by
INTERSPORT
but
also
to
actively
participate by recycling old clothes & footwear in specially designed bins.
•
In
2022,
INTERSPORT
started
the
implementation
of
the
LIGHTS
OFF
program
in
its
stores
in
Greece,
under
which
the
bright
signs
of
the
stores
are
turned
on
at
17:30
pm
and
turned
off
at
21:30pm, while the screens are also turned off during the night.
•
Since
2017,
INTERSPORT
Greece
and
since
2022,
INTERSPORT
Cyprus,
Bulgaria
and
Romania,
use
a
packaging
box
for
the
products
purchased
from
their
online
store,
which
is
made
from
recycled
materials and is recyclable.
•
Since
2021,
the
plastic
bag
is
eliminated,
and
only
recyclable
paper
bags
are
now
available
in
the
stores.
•
The
eStore
and
social
media
are
used
to
publish
actions
related
to
clothes
made
from
recycled
and
sustainable
materials,
exclusive
giphys
and
videos
are
created,
collaborations
with
influencers
are
implemented
to
inform
the
public,
the
Google
Display
Network
and
discovery
ads
are
used
in
Google
campaigns
as
well
as
relevant
newsletters
are
sent
including
their
publication
on
websites
with
interested audiences.
•
Since
2021,
sustainable
windows
(made
from
Reboard
recycling
materials)
were
implemented
in
stores
and
corners
have
been
created
with
sustainable
products,
for
the
targeted
awareness
of
its
customers
Annual Financial Report for the period
1/1/2022 to 31/12/2022
65
and consumers.
h) Supply chain issues
Corporate policies and due diligence
[ATHEX ESG Metrics
C-S8]
The
Group’s
business
continuity
is
critical
to
the
continuous
delivery
of
high-quality
products
and
services.
The
Group
aims
to
maximize
the
client
satisfaction
and
develop
mechanisms,
aimed
at
identifying
and
responding
to
situations
that
may
adversely
affect
the
business
continuity
of
its
critical
operations. The Group follows the following Policies and Codes regarding its partners/suppliers:
•
Supplier
Code
of
Conduct,
with
the
aim
to
act
as
a
set
of
guidelines
that
will
define
the
basic
standards
of
ethical
behavior,
values
and
principles
of
Sustainable
Development,
which
the
Group
expects
to
be adopted by its suppliers/partners, in their transactions with it.
•
Partner due diligence policy
.
It
is
worth
mentioning
that
the
main
supply
chain
services
provider
for
the
Group
is
the
subsidiary
TRADE
LOGISTICS.
TRADE
LOGISTICS
as
purpose
has
the
provision
of
supply
chain
services,
like
the
receipt,
storage
and
transport
of
goods,
the
creation
of
promotional
and
other
packaging,
the
supply
of
business
units and the management of all relevant information.
TRADE
LOGISTICS,
with
its
specialized
and
experienced
personnel,
the
use
of
technology
and
the
adoption
of
innovative
methods
in
the
Logistics
field,
aims
at
the
proper
operation
of
all
storage
and
delivery procedures, as well as at the development of its activities.
Outcomes of the above policies and non-financial key performance indicators
All
the
results
of
the
practices
implemented
by
FOURLIS
Group
in
2022
will
be
available
in
the
Sustainable
Development and Social Responsibility Report 2022.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
66
i) Taxonomy Report
EU Taxonomy of the European Council
The
EU
Taxonomy
Regulation
(2020/852/EU)
is
one
of
the
tools
established
based
on
the
European
Green
Deal,
which
aims
to
the
transformation
of
the
European
Union
into
a
modern,
efficient,
competitive and climate-neutral economy by 2050, in a fair manner.
The
Regulation
establishes
the
technical
criteria
for
determining
whether
an
economic
activity
qualifies
as
environmentally
sustainable.
Consequently,
the
Regulation
sets
a
common
classification
system
that
investors
can
use,
when
investing
in
economic
activities
that
have
a
significant
positive
impact
on
the
climate, the environment and the society.
For
an
economic
activity
to
qualify
as
environmentally
sustainable
i.e.,
Taxonomy-aligned,
the
activity
is
required to meet all the following requirements:
•
Be Taxonomy-eligible, which means to be recognized (based on the NACE code) that it could
potentially have a substantial contribution to one or more of the six environmental objectives set
by the Regulation.
•
Contributes
substantially
to
one,
or
more,
of
the
six
environmental
objectives
set
by
the
Regulation.
•
Do no significantly harm any of the other five environmental objectives.
•
Comply with the minimum social safeguards.
The six environmental objectives set by EU Taxonomy Regulation are the following:
•
Climate change mitigation.
•
Climate change adaptation.
•
Sustainable use and protection of water and marine resources.
•
Transition to a circular economy.
•
Pollution prevention and control.
•
Protection and restoration of biodiversity and ecosystems.
Currently,
there
are
available
technical
screening
criteria
only
for
the
two
of
the
six
environmental
objectives,
the
climate
change
mitigation
and
climate
change
adaptation
through
the
Delegated
Acts
2021/2139 and 2022/1214.
Disclosure requirements of EU Taxonomy Regulation
According
to
Article
8,
paragraph
1,
of
EU
Taxonomy
Regulation
(2020/852/EU),
any
undertaking
that
is
subject
to
an
obligation
to
publish
non-financial
information
(according
to
article
19a
and
29a
of
Directive
2013/34/EU),
shall
include
in
its
non-financial
statement
or
consolidated
non-
financial
statement
information
on
how
and
to
what
extent
the
undertaking’s
activities
are
associated
with
economic activities that qualify as environmentally sustainable.
Specifically,
for
disclosures
that
are
published
during
2023,
concerning
the
financial
year
2022,
the
non-
financial undertakings should disclose the following key performance indicators:
•
the
proportion
of
their
turnover
derived
from
products
or
services
associated
with
economic
activities
that qualify as environmentally sustainable.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
67
•
the
proportion
of
their
capital
expenditure
related
to
assets
or
processes
associated
with
economic
activities that qualify as environmentally sustainable.
•
the
proportion
of
their
operating
expenditure
related
to
assets
or
processes
associated
with
economic
activities that qualify as environmentally sustainable.
For
reports
published
during
2022,
concerning
the
financial
year
2021,
the
non-financial
undertakings
had
to
disclose
the
above-mentioned
key
performance
indicators
concerning
only
Taxonomy-eligible
and
Taxonomy-non eligible economic activities.
EU Taxonomy Reporting
The
methodology
for
the
determination
of
the
key
performance
indicators
of
FOURLIS
Group,
was
the
following:
•
Identification of the Taxonomy-eligible economic activities
•
Assessment
to
determine
alignment
of
the
Taxonomy-eligible
economic
activities
based
on
the
below:
o
Substantial
contribution
to
the
climate
change
mitigation
and
climate
change
adaptation
environmental objectives.
o
Do no significant harm (DNSH).
o
Compliance with the minimum social safeguards, at Group level.
•
Calculation of the key performance indicators
The
methodology
was
based
on
the
EU
Taxonomy
Regulation
(2020/852),
its
Delegated
Acts as well as any additional guidance released:
•
The
Climate
Delegated
Acts
2021/2139
and
2022/1214:
These
Delegated
Acts
establish
the
technical
screening
criteria
(TSC)
for
determining
the
conditions
under
which
an
economic
activity
qualifies
as
contributing
substantially
to
climate
change
mitigation
and/or
climate
change
adaptation
environmental
objectives,
as
well
as
for
determining
whether
that
economic
activity
do
no
significantly harm any of the other environmental objectives.
•
The
Disclosure
Delegated
Act
2021/2178:
This
Delegated
Act
specifies
the
content
and
presentation
of information to be reported, concerning environmentally sustainable economic activities.
•
Final
Report
on
Minimum
Safeguards:
This
Report,
published
by
the
Platform
on
Sustainable
Finance,
includes guidance on the application of the minimum social safeguards.
i1. Identification of the Taxonomy-eligible economic activities
The
determination
of
the
eligible
economic
activities
of
FOURLIS
Group
business
activities
was
conducted
based on the NACE codes associated with its activities.
FOURLIS
Group
is
one
of
the
largest
retail
groups
of
consumer
goods,
which
operates
in
Greece, Cyprus, Bulgaria, Romania, and Turkey, in the following fields of business activity:
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•
Home
Furniture
and
Household
Goods
retail
sale:
through
IKEA
stores
in
Greece,
Cyprus,
and
Bulgaria
•
Sporting
Goods
retail
sale:
through
INTERSPORT
stores
in
Greece,
Cyprus,
Bulgaria,
Romania
and
Turkey and through the Athlete’s Foot stores in Greece and Turkey.
•
In
the
context
of
gaining
benefits
from
synergies
between
the
Group’s
subsidiaries,
TRADE
LOGISTICS
S.A.,
one
of
the
Group’s
subsidiaries,
provides
storage
and
distribution
services
in
both
sectors, for all countries.
•
Retail
sale
of
Health
and
Wellness
products:
In
2022,
FOURLIS
Group
announced
its
entry
into
the
rapidly
growing
Health
and
Wellness
products
sector,
through
a
strategic
partnership
with
Holland
&
Barrett,
the
largest
retailer
in
Great
Britain
and
one
of
the
largest
in
Europe,
in
the
Health & Wellness sector.
•
Real
estate
investment
sector
through
the
establishment
of
a
new
subsidiary
company
named
TRADE
ESTATES
REIC,
which
is
one
of
the
largest
real
estate
investing
companies
in
Greece
and
the
only
one
with
a
specialized
investing
objective.
The
company
aims
at
the
acquisition
and
development
of
retail
parks
and
logistics
centers
of
next
generation,
following
the
strongest
trend
in
new
retail
developments
globally,
providing
consumers
with
easy,
safe,
and
direct
access
to
markets and services.
The
economic
activities
of
FOURLIS
Group
for
the
financial
year
2022
were
identified
eligible
as
a
whole
for the below activities:
•
Activity 4.1 - Electricity generation using solar photovoltaic technology.
•
Activity
7.3
-
Installation,
maintenance
and
repair
of
energy
efficiency
equipment,
related
to
the
purchase
of
individual
measures
enabling
the
target
activities
to
become
low-carbon
or
to
lead
to
greenhouse gas reductions.
•
Activity 7.7 - Acquisition and ownership of buildings.
i2. Eligibility Assessment
FOURLIS
Group
proceeded
with
the
assessment
of
the
alignment
of
its
eligible
economic
activities
and
assets,
in
accordance
with
the
technical
screening
criteria
concerning
substantial
contribution
to
at
least
one
environmental
objective,
no
significant
harm
to
the
remaining
five
environmental
objectives,
as
well
as
compliance
with
the
minimum
social
safeguards.
The
scope
of
this
assessment
was
the
determination
of
the
level
for
alignment
of
the
Group’s
eligible
economic
activities
with
the
technical
screening
criteria
and
the
requirements
of
Taxonomy
Regulation,
as
well
as
the
identification
of
potential
gaps,
in
order
the
Group
to
structure
a
specific
action
plan
to
achieve
alignment,
with
the
Taxonomy
Regulation,
of
its
eligible economic activities, in the near future.
i2.1 Substantial contribution
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An
assessment
of
each
asset
of
the
eligible
economic
activities
was
carried
out
against
the
respective
climate
change
mitigation
(Activity
4.1
-
Electricity
generation
using
solar
photovoltaic
technology)
or
climate
change
adaptation
(Activity
7.7
-
Acquisition
and
ownership
of
buildings)
Technical
Screening
Criteria
for
substantial
contribution.
Αn
identification
whether
it
is
an
enabling
or
a
transitional
economic
activity was carried out.
i2.2 Do No Significant Harm (DNSH)
An
assessment
of
each
asset
of
each
economic
activity
was
carried
out
against
the
DNSH
technical
screening
criteria
of
climate
change
adaptation,
or
climate
change
mitigation,
as
well
as
for
the
rest
of
environmental
objectives
(the
sustainable
use
and
protection
of
water
and
marine
resources,
the
transition
to
a
circular
economy,
the
pollution
prevention
and
control
and
the
protection
and
restoration
of biodiversity and ecosystems) for the economic activities that they are available.
i2.3 Minimum Social Safeguards
FOURLIS
Group
was
assessed
against
the
requirements
of
the
minimum
social
safeguards
as
set
out
in
Article
18
of
the
EU
Taxonomy
Regulation
(2020/852/EU).
The
minimum
social
safeguards
are
a
set
of
defined UN, EU and other international human rights and code of ethics guidelines, as follows:
•
The OECD Guidelines for Multinational Enterprises.
•
The UN Guiding Principles on Business and Human Rights.
•
The
principles
and
rights
set
out
in
the
eight
fundamental
conventions
identified
in
the
Declaration
of the International Labor Organization on Fundamental Principles and Rights at Work
•
The International Bill of Human Rights.
According
to
the
Final
Report
on
Minimum
Safeguards
of
the
Platform
on
Sustainable
Finance,
the
minimum social safeguards cover the following areas:
•
Human rights, including labor rights.
•
Corruption/Bribery.
•
Taxation.
•
Fair Competition.
i3. Accounting policy for the determination of key performance indicators (KPIs)
i3.1 Turnover (turnover KPI)
The
proportion
of
turnover
referred
to
in
Article
8(2),
point
(a),
of
the
Regulation
(EU)
2020/852
is
calculated
as
the
part
of
the
net
turnover
derived
from
products
or
services,
including
intangibles,
associated
with
Taxonomy-aligned
economic
activities
(numerator),
divided
by
the
net
turnover
(denominator)
as
defined
in
Article
2,
point
(5),
of
Directive
2013/34/EU.
The
turnover
covers
the
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70
revenue
recognized
pursuant
to
International
Accounting
Standard
(IAS)
1,
paragraph
82(a),
as
adopted
by Commission Regulation (EC) No 1126/2008
1
.
The
KPI
referred
to
in
the
first
subparagraph
excludes
from
its
numerator
the
part
of
the
net
turnover
derived
from
products
and
services
associated
with
economic
activities
that
have
been
adapted
to
climate
change
in
line
with
Article
11(1),
point
(a)
of
Regulation
(EU)
2020/852
and
in
accordance
with
Annex II to Delegated Regulation (EU) 2021/2139, unless those activities:
(a)
qualify
as
enabling
activities
in
accordance
with
Article
11(1),
point
(b)
of
Regulation
(EU)
2020/852;
or
(b) are themselves Taxonomy-eligible and aligned.
To
avoid
double
counting
in
the
allocation
in
the
numerator
of
turnover
across
economic
activities,
the
figures used have eliminated intergroup transactions.
i3.2 Capital expenditure (CapEx)
The
proportion
of
CapEx
referred
to
in
Article
8(2),
point
(b),
of
Regulation
(EU)
2020/852
is
calculated
as
the
numerator
divided
by
the
denominator
as
specified
in
points
1.1.2.1
and
1.1.2.2
of
Annex
I
of
the delegated Regulation (EU) 2021/2178.
The
denominator
covers
additions
to
tangible
and
intangible
assets
during
the
financial
year
considered
before
depreciation,
amortization
and
any
re-measurements,
including
those
resulting
from
revaluations
and
impairments,
for
the
relevant
financial
year
and
excluding
fair
value
changes.
The
denominator
also
covers additions to tangible and intangible assets resulting from business combinations.
For
non-financial
undertakings
applying
international
financial
reporting
standards
(IFRS)
as
adopted
by
Regulation (EC) No 1126/2008, CapEx shall cover costs that are accounted based on:
(
a) IAS 16 Property, Plant and Equipment, paragraphs 73, (e), point (i) and point (iii);
(b) IAS 38 Intangible Assets, paragraph 118, (e), point (i);
(c)
IAS
40
Investment
Property,
paragraphs
76,
points
(a)
and
(b)
(for
the
fair
value
model);
(d) IAS 40 Investment Property, paragraph 79(d), points (i) and (ii) (for the cost model);
(e) IFRS 16 Leases, paragraph 53, point (h).
1
Commission
Regulation
(EC)
No
1126/2008
of
3
November
2008
adopting
certain
international
accounting
standards
in
accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council (OJ L 320, 29.11.2008, p. 1).
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The
numerator
equals
to
the
part
of
the
capital
expenditure
included
in
the
denominator
that
is
any
of
the following:
(a) related to assets or processes that are associated with Taxonomy-aligned economic activities;
(b)
related
to
the
purchase
of
output
from
Taxonomy-aligned
economic
activities
and
individual
measures
enabling
the
target
activities
to
become
low-carbon
or
to
lead
to
greenhouse
gas
reductions,
notably
activities
listed
in
points
7.3
to
7.6
of
Annex
I
to
the
Climate
Delegated
Act,
as
well
as
other
economic
activities
listed
in
the
delegated
acts
adopted
pursuant
to
Article
10(3),
Article
11(3),
Article
12(2),
Article
13(2),
Article
14(2)
and
Article
15(2)
of
Regulation
(EU)
2020/852
and
provided
that
such
measures are implemented and operational within 18 months.
To
avoid
double
counting
in
the
allocation
in
the
numerator
of
CapEx
across
economic
activities,
the
figures have eliminated intergroup transactions.
i3.3 Operating expenditure (OpEx)
The
proportion
of
OpEx
referred
to
in
Article
8(2),
point
(b),
of
Regulation
(EU)
2020/852
is
calculated
as
the
numerator
divided
by
the
denominator
as
specified
in
points
1.1.3.1
and
1.1.3.2
of
the
Annex
I
of the delegated Regulation 2021/2178 EU.
The
denominator
covers
direct
non-capitalized
costs
that
relate
to
building
renovation
measures,
short-
term
lease,
maintenance
and
repair,
and
any
other
direct
expenditures
relating
to
the
day-to-day
servicing
of
assets
of
property,
plant
and
equipment
by
the
undertaking
or
third
party
to
whom
activities
are outsourced that are necessary to ensure the continued and effective functioning of such assets.
The
numerator
equals
to
the
part
of
the
capital
expenditure
included
in
the
denominator
that
is
any
of
the following:
a.
related
to
assets
or
processes
associated
with
Taxonomy-aligned
economic
activities,
including
training
and
other
human
resources
adaptation
needs,
and
direct
non-capitalized
costs
that
represent
research and development;
b.
related
to
the
purchase
of
output
from
Taxonomy-aligned
economic
activities
and
to
individual
measures
enabling
the
target
activities
to
become
low-carbon
or
to
lead
to
greenhouse
gas
reductions
as
well
as
individual
building
renovation
measures
as
identified
in
the
delegated
acts
adopted
pursuant
to
Article
10(3),
Article
11(3),
Article
12(2),
Article
13(2),
Article
14(2)
or
Article
15(2)
of
Regulation
(EU)
2020/852
and
provided
that
such
measures
are
implemented
and
operational
within
18 months.
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Where
the
operational
expenditure
is
not
material
for
the
business
model
of
non-financial
undertakings,
those undertakings shall:
a.
be
exempted
from
the
calculation
of
the
numerator
of
the
OpEx
KPI
in
accordance
with
point
1.1.3.2
of
the
Annex
I
of
the
delegated
Regulation
2021/2178
EU
and
disclose
that
numerator
as
being
equal to zero;
b.
disclose the total value of the OpEx denominator calculated in accordance with point 1.1.3.1
c.
explain the absence of materiality of operational expenditure in their business model.
To
avoid
double
counting
in
the
allocation
in
the
numerator
of
OpEx
across
economic
activities,
the
figures have eliminated intergroup transactions.
i3.4 Key Performance Indicators 2022
In
the
following
tables
the
percentages
of
turnover,
CapEx
and
OpEx
of
Taxonomy
aligned,
Taxonomy-
non-aligned
and
Taxonomy-non
eligible
economic
activities
for
the
financial
year
2022,
are
presented,
according
to
the
results
of
the
alignment
assessment
of
the
economic
activities
of
FOURLIS
Group.
Any
variations are due to rounding.
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Substantial contribution criteria
DNSH criteria ('Does No Significant Harm')
Proportion of total
Turnover
Climate change
mitigation
Climate change
adaptation
Water and marine
resources
Biodiversity and
ecosystems
Climate change
mitigation
Climate change
adaptation
Water and marine
resources
Biodiversity and
ecosystems
Taxonomy-
aligned
proportion
of
Turnover
FY22
Category
(Enabling
activity)
Category
(Transi
t
ional
activity)
A. Taxonomy-Eligible Activities
A.1 Taxonomy-aligned activities
Total
Turnover
from
taxonomy-eligible
and
aligned activities (A.1)
A.2 Taxonomy-
non-
aligned activities
Electricity
generation
using
solar
photovoltaic
technology
(4.1)
Acquisition
and
ownership
of
buildings
(7.7)
Total
Turnover
from
taxonomy-non-aligned
activities (A.2)
Total
Taxonomy-
eligible
Turnover
(A.1
+ A.2)
B. Taxonomy-non-eligible Activities
Total
Turnover
from
Taxonomy-non-
eligible activities (B)
Note: In the table related to the turnover KPI, in the category "Electricity generation using solar photovoltaic technology (4.1)" the
turnover from electricity production through TRADE LOGISTICS' photovoltaic system, amounting to € 343.8 thousand, which is
presented in income and loss statement in line “other income”, is not included. For IKEA Cyprus store, the photovoltaic system
operates with offsetting.
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Annual Financial Report for the period
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11.
Related parties transactions
As
Related
parties
of
the
Group
are
considered
the
Company,
its
subsidiaries,
the
affiliated
companies
and
joint
ventures,
the
Management
and
the
first
line
managers
and
their
connected
individuals
and
legal
entities
(in
accordance
with
IAS
24).
The
major
transactions,
which
were
eliminated
for
the
purposes
of
consolidation
of
financial
statements
between
Group
companies,
are
mainly
selling
goods
among
companies
in
the
same
segment
and
logistics
services
-
supply,
maintenance
-
repairs
and
management support services.
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Third
Parties
transactions
for
the
period
1/1
to
31/12/2022
and
for
the
period
1/1
to
31/12/2021
are
analyzed
as follows:
H.M. HOUSE MARKET
(CYPRUS) LTD
HOUSE MARKET BULGARIA
EAD
TRADE ESTATES BULGARIA
EAD
SOFIA SOUTH RING MALL
AED
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The
transactions
with
the
subsidiaries
and
affiliated
companies
of
the
Group
and
the
Company
during
the period 1/1-31/12/2022 and the period 1/1-31/12/2021 are analyzed as follows:
12.
Human Recourses of the Group
The
total
number
of
employees
of
the
Group
as
at
31,
December
2022
was
4,116
people
(4,010
on
31/12/2021).
Respectively,
the
human
resources
of
the
Company
on
31/12/2022
are
113
people
(106
on 31/12/2021).
13.
Treasury shares
The
Ordinary
General
Assembly
of
the
shareholders
of
the
Company
"FOURLIS
HOLDINGS
SA"
on
18/6/2021
in
accordance
with
the
provisions
of
article
49
of
law
4548/2018,
approved
the
purchase
by
the
Company
of
its
own
(treasury)
shares.
The
maximum
number
of
shares
that
can
be
acquired,
including
the
shares
previously
acquired
by
the
Company
and
maintained,
amounts
to
2,604,600
shares
(5%
of
the
paid-up
share
capital),
the
minimum
acquisition
limit
at
one
euro
(1.00)
per
share
and
the
acquisition ceiling at eight euros (8.00) per share.
On
31/12/2022
the
Company
holds
1,766,702
(2021:
1,391,048)
treasury
shares,
representing
3.3889%
(2021:
2.6683%)
of
the
share
capital
of
the
Company
with
an
average
purchase
price
of
euro
3.583
per
share and a total value of euro 6,330,701.63 (2021: 1,391,048).
14.
Explanatory report – information according to article 4 par. 7 of Law 3556/2007
a. Structure of the Company’s share capital
The share capital on December 31,2022 amounted to euro 52,131,944.00 divided into 52,131,944.00
shares with a nominal value of 1.00 euros each. The share capital on December 31, 2021 amounted to
Current and non-current receivables
Current and non-current liabilities
Annual Financial Report for the period
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Euro
52,131,944.00
divided into
52,131,944.00
shares with a nominal value of 1,00 Euro each.
All shares are common registered, held in intangible form, listed for trading on the Securities Market
("High Capitalization" category) of the Athens Stock Exchange. Each share provides the right to one
vote except for the number of own (treasury) non-voting shares.
The liability of the shareholders is limited to the nominal value of the shares they hold.
b. Restrictions as to the transfer of the Company’s shares
The
transfer
of
shares
of
the
Company
is
made
as
prescribed
by
law
and
there
are
no
restrictions
as
to
their transfer by the Company’s Articles of Association.
c.
Significant
direct
or
indirect
shareholdings
as
prescribed
by
articles
9
-
11
of
Law
3556/2007
On
31/12/2022,
the
following
shareholders
owned
more
than
5%
of
the
voting
shares
of
the
Company:
•
KEM DAFNI A. FOURLIS: (17,21%)
•
HOLD Alapkezelő Zrt.
(5,06%)
d. Preference shares providing special control rights
The Company does not have any such preference shares.
e. Restrictions to voting rights
There are no restrictions to voting rights arising from the Company’s Articles of Association.
f.
Shareholder
agreements,
known
to
the
Company,
resulting
in
restrictions
to
the
transfer
of shares or to the exercise of voting rights
The Company is not aware of any Shareholder agreements resulting in restrictions to transfer of
shares or to the exercise of voting rights as it is prescribed by the Company’s Articles of Association.
g.
Rules
for
the
appointment
and
replacement
of
members
of
the
Board
of
Directors
and
the
amendment
of
the
Articles
of
Association
which
differ
from
those
prescribed
by
Law
4548/2018.
The
rules
for
the
appointment
and
replacement
of
members
of
the
Board
of
Directors
and
the
amendment
of
the
Articles
of
Association,
provided
in
the
Articles
of
Association
of
the
Company,
do
not
differ from those prescribed by Law 4548/2018.
h.
Responsibility
of
the
Board
of
Directors
or
of
some
members
of
the
BoD
for
the
issue
of
new
shares
or
the
purchase
of
own
(treasury)
shares
in
accordance
with
article
49
of
Law 4548/2018
A.
According
to
Art
24
par
1
of
Law
4548/
2018
and
the
Art
4
par.
1
of
the
Articles
of
Association
of
the
Company,
during
a
5-year
period
from
the
Shareholders’
General
Assembly
resolution,
the
board
of
directors
has
the
right,
by
its
decision
taken
by
a
majority
of
2/3
of
all
its
members,
to
increase
share
capital
through
the
issue
of
new
shares
for
an
amount
that
cannot
exceed
three
times
the
paid-up
share
capital
on
the
date
that
the
board
of
directors
was
awarded
the
aforementioned
right
and
t
his
authority
Annual Financial Report for the period
1/1/2022 to 31/12/2022
79
of
the
board
of
directors
can
be
renewed
from
the
general
assembly
by
its
resolution
for
a
time
period
that
will
not
exceed
5
years
for
each
granted
renewal.
The
resolutions
of
the
general
assembly
for
the
granting
or
renewal
of
a
power
for
increase
of
the
share
capital
by
the
board
of
directors
are
subject
to
publicity.
Share
capital
increases
that
are
decided
according
to
the
aforementioned
(extraordinary
increases) constitute an amendment of the Articles of Association.
Moreover,
in
accordance
with
the
provisions
of
article
25
par.
2
of
Law
4548/2018
and
article
4
par.
4
of
the
Company’s
Articles
of
Association,
in
case
of
a
share
capital
increase,
which
is
implemented
by
resolution
of
the
general
assembly,
taken
with
increased
quorum
and
majority
(ordinary
increase),
the
general
assembly
can
authorize
the
Board
of
Directors
to
decide
on
the
determination
of
the
underlying
price
of
the
new
shares.
The
validity
period
of
the
authorization
is
specified
at
the
relevant
resolution
of
the
general
assembly
and
cannot
exceed
one
(1)
year.
In
that
case,
the
payment
deadline
of
the
capital
in
compliance
with
article
20
of
Law
4548/2018
begins
with
the
decision-making
of
the
Board
of
Directors,
by
which
the
underlying
price
of
the
shares
is
determined.
The
authorization
is
subject
to
publicity.
B.1)
The
Ordinary
General
Assembly
of
shareholders
of
the
Company
"FOURLIS
HOLDINGS
SA"
as
of
16/6/2017,
acting
under
the
provisions
of
paragraph
13
of
Article
13
and
paragraphs
3
and
4
of
Article
29
and
paragraph
2
of
Article
31
of
the
C.L.
2190/
1920,
decided
the
implementation
of
a
stock
option
plan
-
hereinafter
"Program
B"
-
to
senior
executives
of
the
Company
and
its
affiliated
companies
within
the
meaning
of
article
32
of
L.
4308/2014
as
in
force,
and
authorized
the
Board
of
Directors,
to
regulate
procedural
matters
and
details.
The
Board
of
Directors,
under
the
terms
of
the
plan
and
the
law
shall
issue
to
beneficiaries,
who
exercised
their
option,
certificates
of
the
option
for
new
shares
and
issue
and
deliver
the
shares
to
these
beneficiaries,
increasing
the
share
capital
of
the
Company
and
certifying
the
capital
increase.
These
increases
in
share
capital
are
not
amendments
to
the
Articles
of
Association.
The
Board
of
Directors
during
the
last
month
of
the
fiscal
year
within
which
capital
increases
occurred,
as
determined
above,
must
adjust,
by
its
resolution,
the
article
of
Articles
of
Association
regarding
capital,
so
as
to
predict
the
amount
of
capital,
as
shown
after
these
increases,
in
compliance
with
the
publicity
requirements provided by Article 7b of the C.L. 2190/1920.
No
stock
options
were
exercised
within
the
year
2022
within
the
context
of
the
aforementioned
Program
A.
2)
The
Extraordinary
General
Meeting
of
the
shareholders
of
the
Company
"FOURLIS
HOLDINGS
SA"
as
of
22.07.2021
decided,
in
accordance
with
the
provisions
of
article
113
of
Law
4548/2018,
the
implementation
of
the
Stock
Options
Program-hereinafter
"Program
B"
-
to
senior
executives
of
the
Company
and
its
affiliated
companies
within
the
meaning
of
article
32
of
Law
4308/2014
as
in
force,
and
authorized
the
Board
of
Directors
to
regulate
procedural
issues
and
details.
The
beneficiaries
of
Program
B
were
determined
by
the
decision
of
the
Board
of
Directors
dated
22.11.2021
(relevant
minutes
of
the
Board
of
Directors
with
number
429
/
22.11.2021).
During
the
program
and
in
accordance
with
these
terms,
the
Board
of
Directors
shall
issue
to
the
beneficiaries
who
exercised
their
right
certificates
of
the
option
for
new
shares
and
issue
and
deliver
the
shares
to
the
above
beneficiaries,
Annual Financial Report for the period
1/1/2022 to 31/12/2022
80
increasing
the
share
capital
of
the
Company
and
certifying
the
capital
increase.
These
share
capital
increases
do
not
constitute
amendments
to
the
Articles
of
Association.
The
Board
of
Directors
is
obliged
during
the
last
month
of
the
fiscal
year,
in
which
capital
increases
have
occurred,
as
specified
above,
to
adjust,
by
its
decision,
the
article
of
the
Articles
of
Association
on
the
capital,
so
that
the
amount
of
the
capital
is
predicted,
as
arisen
after
the
above
increases,
in
compliance
with
the
publicity
requirements
of article 13 of Law 4548/2018.
No
stock
options
were
exercised
during
the
fiscal
year
2022
in
the
context
of
the
implementation
of
the
above Program B.
Regarding
the
programs
concerning
the
issuance
of
new
shares
for
the
period
1/1
-
31/12/2022,
more
information
is
provided
above,
in
the
Management
Report
of
the
Board
of
Directors
in
paragraph
6
Stock
options program.
C.
a)
The
Ordinary
General
Assembly
of
the
shareholders
of
the
Company
"FOURLIS
HOLDINGS
SA"
on
14/6/2019
approved
the
purchase
by
the
company
of
its
own
(treasury)
shares,
up
to
the
number
of
2,590,365
shares
(5%
of
the
paid
of
share
capital)
within
24
months
of
approval,
i.e.
until
14/6/2021,
with
a
minimum
acquisition
limit
of
one
euro
(euro
1.00)
per
share
and
a
maximum
acquisition
limit
of
eight
euros
(euro
8.00)
per
share,
in
accordance
with
article
49
of
Law
4548/2018
,
and
authorized
the
Board
of
Directors
to
regulate,
within
the
aforementioned
frameworks,
the
exact
time,
number
and
price
of the shares to be acquired.
b)
The
Ordinary
General
Assembly
of
the
shareholders
of
the
Company
"FOURLIS
HOLDINGS
SA"
of
18/6/2021
approved
the
purchase
by
the
company
of
its
own
shares,
up
to
the
number
of
2,604,600
shares
including
the
shares
it
had
acquired
previously
and
maintains
(5%
of
the
paid-up
share
capital)
within
24
months
of
approval,
i.e.
until
18/6/2023,
with
a
minimum
acquisition
limit
of
one
euro
(euro
1.00)
per
share
and
an
upper
acquisition
limit
of
eight
euros
(euro
8.00)
per
share,
in
accordance
with
article
49
of
Law
4548/2018
and
,
and
authorized
the
Board
of
Directors
to
regulate,
within
the
aforementioned frameworks, the exact time, number and price of the shares to be acquired.
Regarding
t
he
aforementioned
resolutions
of
14/6/2019
and
18/6/2021
of
the
General
Assembly,
on
31/12/2022
the
Company
had
purchased
and
continued
to
hold
1,766,702
own
shares,
which
correspond
to a percentage of 3.3889% of all its shares.
i.
Any
significant
agreement
that
the
issuer
has
entered
into,
which
comes
into
force,
is
amended
or
terminated
in
the
event
that
there
are
changes
in
the
issuer’s
control
due
to a public offer and the results of this agreement
There
are
no
significant
agreements
concluded
by
the
Company,
which
come
into
force,
are
amended
or terminated in the event that there are changes in the Company’s control due to a public offer.
j. Agreements that the issuer has entered into with members of the Board of Directors or
its employees, which provide for indemnity in the event of resignation or redundancy
Annual Financial Report for the period
1/1/2022 to 31/12/2022
81
without founded cause or termination of their term or their employment due to the
public offer
There
are
no
agreements
that
the
Company
has
concluded
with
members
of
the
Board
of
Directors
or
its
human
resources,
which
provide
for
indemnity,
especially
in
the
event
of
resignation
or
redundancy.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
82
15.
Corporate Governance Statement for the period 1/1 – 31/12/2022
According
to
L.
4548/2018
article
152,
and
L.4706/2020
article
18,
the
Board
of
Directors
of
the
Company declares the following:
a)
Reference
to
the
Corporate
Governance
Code
to
which
the
Company
is
subject
or
which
it
has
voluntarily
decided
to
apply,
as
well
as
to
the
website
that
the
relevant
text
is
available
to
the
public and can be found.
b)
Reference
to
the
corporate
governance
practices
applied
by
the
Company
in
addition
to
the
law
provisions, as well as reference to the place where these practices have been published.
c)
Description
of
the
main
characteristics
of
the
Company's
internal
control
and
risk
management
systems in relation to the process of preparation of the financial statements.
d)
Information
required
under
Article
10
(1)
(c),
(d),
(f),
(h)
and
(i)
of
Directive
2004/25
/
EC
of
the
European
Parliament
and
of
the
Council,
dated
21
April
2004
on
takeover
bids,
provided
that the Company is subject to this Directive.
e)
Information
on
the
operation
of
the
General
Assembly
Meeting
of
Shareholders
and
their
basic
authorities
,
as
well
as
a
description
of
the
rights
of
shareholders
and
the
form
of
exercising
them
f)
Composition
and
operation
method
of
the
Board
of
Directors
and
any
other
administrative,
managerial or supervisory bodies or committees of the Company.
g)
If
the
Company
deviates
from
the
corporate
governance
code
to
which
it
is
subject
orwhich
it
applies,
the
corporate
governance
statement
includes
a
description
of
the
discrepancy
with
reference
to
the
relevant
parts
of
the
corporate
governance
code
and
a
justification
for
this
discrepancy.
If
the
company
does
not
apply
certain
provisions
of
the
corporate
governance
code
to
which
it
is
subject
or
which
it
applies,
the
corporate
governance
statement
shall
include
a
reference
to
the
non-compliant
provision
and
an
explanation
of
the
reasons
for
non-compliance.
h)
Reference to the fit and proper policy
i)
Reference to the proceedings of the Committees of article 10 of law 4706/2020
j)
Detailed biographical notes of members of the Board of Directors and senior executives
k)
Information
on
the
participation
of
the
members
of
the
Board
of
Directors
in
its
meetings
and
in the meetings of the Committees of article 10 of law 4706/2020
l)
Information
on
the
number
of
shares
held
by
each
member
of
the
Board
of
Directors
and
each
chief executive officer of the Company
m)
Confirmation
of
the
fulfillment
of
the
conditions
of
independence
based
on
article
9
of
law
4706/2020
of
the
independent
non-executive
members
of
the
Board
of
Directors
before
the
publication of the annual financial report 2021.
n)
Reports and independent non-executive members’ report based on article 9 of law 4706/2020
More specifically:
Annual Financial Report for the period
1/1/2022 to 31/12/2022
83
15.1 Reference to the corporate governance code to which the Company is subject or
which the Company has voluntarily decided to apply, as well as to the place where the
relevant text is available to the public.
In
Greece,
the
corporate
governance
framework
for
Greek
companies
holding
securities
listed
on
a
regulated
market,
consists,
on
the
one
hand,
of
the
adoption
of
mandatory
legal
rules
and,
on
the
other,
of
the
application
of
corporate
governance
principles
as
well
as
the
adoption
of
best
practices
and
recommendations
through
self-regulation.
Specifically,
it
includes
Law
4706/2020
("Law
on
Corporate
Governance"),
the
decisions
of
the
Hellenic
Capital
Market
Commission
issued
under
the
authority
of
the
Corporate
Governance
Law,
certain
provisions
of
law
4548/2018
on
societes
anonymes
and
principles,
best practices and self-regulatory recommendations incorporated in the corporate governance code.
The
Hellenic
Code
of
Corporate
Governance
(hereinafter
referred
to
as
"the
HCCG"
or
"the
Code"),
has
been
drafted
by
the
Hellenic
Corporate
Governance
Council
(hereinafter:
"the
HCCC")
and
has
already
been
updated
(version
of
June
2021)
within
the
periodical
revision
and
harmonization
with
the
requirements
of
the
capital
market
legislation.
HCCC
was
founded
in
2012
and
is
the
result
of
a
partnership
between
the
Hellenic
Stock
Exchanges
(HELEX)
and
the
Association
of
Businesses
and
Industries (SEV).
The
purpose
of
the
HCCC
is
to
monitor
the
implementation
of
the
Greek
Corporate
Governance
Code
by
Greek
companies
and
in
general
to
operate
as
a
specialized
body
for
the
dissemination
of
corporate
governance
principles,
increasing
the
credibility
of
the
Greek
market
among
international
and
domestic
investors
and
improving
the
competitiveness
of
Greek
companies
and
seeks
to
develop
a
culture
of
good
governance
in
the
Greek
economy
and
society.
The
general
action
plan
of
the
HCCC
includes
the
formation
of
positions
on
the
institutional
framework,
the
submission
of
proposals,
the
participation
in
consultations
and
working
groups,
the
organization
of
educational
and
information
campaigns
,
the
monitoring
and
evaluation
of
corporate
governance
practices
and
the
implementation
of
corporate
governance codes, providing assistance tools and rating the performance of Greek companies.
Addressed
to
the
Greek
societes
anonymes
(as
defined
by
Law
4548/2018)
with
registered
seat
in
Greece,
especially
those
whose
values
have
been
admitted
to
trading
on
a
regulated
market
(listed),
according
to
article
17
of
law
4706/2020
and
article
4
of
the
Decision
of
the
Hellenic
Capital
Market
Commission
(Decision
2/905
/
3.3.2021
of
the
Board
of
Directors
of
the
Hellenic
Capital
Market
Commission),
the
Hellenic
Corporate
Governance
Code
(HCCG
-
June
2021),
which
replaces
the
Greek
Code
of
Corporate
Governance
for
Listed
Companies
that
was
issued
by
the
HCCC
in
2013,
is
adapted
to
Greek
law
and
business
reality
and
has
been
drafted
under
the
principle
of
"comply
or
explain"
("comply
or
explain").
The
HCCG
does
not
impose
obligations,
but
explains
how
to
adopt
good
(best)
practices
with
self-regulatory
recommendations
and
facilitates
the
formulation
of
corporate
governance
policies and practices, which will meet the specific conditions of each company.
The
main
goal
of
HCCG
is
to
create
an
accessible
and
understandable
reference
guide,
which
sets
in
a
codified
way
in
a
single
text,
high
(higher
than
mandatory)
requirements
and
corporate
governance
standards.
In
particular,
the
HCCG
does
not
address
issues
that
constitute
mandatory
legal
provisions
Annual Financial Report for the period
1/1/2022 to 31/12/2022
84
(laws
and
regulations),
which
are
already
very
extensive.
On
the
contrary,
the
Code
establishes
principles
beyond
the
mandatory
framework
of
Corporate
Governance
legislation
and
addresses
those
issues
that
are
either
a)
not
regulated
by
law,
or
b)
regulated,
but
the
current
framework
allows
selection
or
derogation,
or
c)
regulated
to
their
minimum
content.
In
these
cases,
the
Code
either
complements
the
mandatory
provisions,
or
introduces
stricter
principles,
drawing
on
experience
from
European
and
international
best
practices,
always
guided
by
the
characteristics
of
Greek
business
and
the
Greek
stock
market.
The
Hellenic
Code
of
Corporate
Governance
(June
2021)
is
entered
into
force
from
the
entry
into
force
of
articles
1
to
24
of
law
4706/2020,
thus
from
17/7/2021
(according
to
the
transitional
provision
of
article
92
§
3
of
the
above
Law)
and
is
uploaded
on
the
website
of
the
Hellenic
Corporate
Governance
Council, at the address: http://www.esed.org.gr.
The
Company
with
the
decision
of
its
Board
of
Directors
dated
16/7/2021,
has
voluntarily
decided
to
apply
the
Greek
Corporate
Governance
Code
(June
2021)
which
has
been
drafted
by
the
HCCC
which
is
a
body
of
recognized
reputation
and
accreditation
based
on
a
relevant
decision
of
the
Hellenic
Capital
Market
Commission,
in
compliance
with
the
obligation
arising
from
the
provision
of
article
17
of
law
4706/2020.
The
HCCC
will
review
the
content
of
the
Code
on
a
regular
basis
and
will
adapt
it
according
to
developments,
both
in
specific
practices
and
in
the
regulatory
framework
but
also
according
to
the
needs
of the Greek business world.
The Code consists of Parts and Sections. In more detail:
• Part A '- Board of Directors
- First Section: Role and Responsibilities of the Board of Directors
- Second Section: Size and Composition of the Board of Directors
Third Section: Functioning of the Board of Directors
• Part B - Corporate Interest
- Fourth Section: Obligation of
acting in Good
Faith & Diligence
- Fifth Section: Sustainability
• Part C - Internal Control System
- Sixth Section: Internal Control System
• Part D - Shareholders, Stakeholders
- Seventh Section: General Assembly
- Eighth Section: Shareholders
’
Participation
- Ninth Section: Stakeholders
• Part E - Instructions for drafting a Corporate Governance Statement
By
adopting
best
corporate
governance
practices,
the
Company
seeks
to
increase
the
investors’
confidence
and
broadens
the
horizons
of
attracting
investment
funds
with
the
ultimate
goal
of
ensuring
further value to its shareholders, with transparency and safeguarding their interests.
15.2
Reference
to
the
corporate
governance
practices
implemented
by
the
Company
Annual Financial Report for the period
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85
beyond
the
requirements
of
the
Law,
as
well
as
reference
to
the
website,
where
these
practices have been published by the Company
Indicatively,
the
following
principles,
best
practices
and
self-regulatory
recommendations
implemented
by the Company are mentioned and are incorporated in the Greek Code of Corporate Governance:
•
The
responsibilities
of
the
Chairman
are
explicitly
established
by
the
Board
of
Directors
in
distinction
from
those
of
the
Chief
Executive
Officer
and
are
described
in
the
Charter
of
Operation
of
the
Company
which
is
updated,
issued
and
approved
by
the
Board
of
Directors
and
its summary is
uploaded
on the Company
’s
website (http://www.fourlis.gr).
•
The
maturity
of
the
options
is
defined
in
a
period
of
not
less
than
three
(3)
years
from
the
date
of
their
granting
to
the
executive
members
of
the
Board
of
Directors.
A
description
of
the
valid
options
programs
of
the
Company
is
included
in
its
financial
reports
which
are
posted
on
its
website (
http://www.fourlis.gr
).
•
The
Board
of
Directors
is
supported
by
a
competent,
qualified
and
experienced
Corporate
Secretary
who
attends
its
meetings.
All
members
of
the
Board
of
Directors
have
access
to
the
services
of
the
Corporate
Secretary,
whose
role
is
to
provide
practical
support
to
the
Chairman
and
the
other
members
of
the
Board
of
Directors
collectively
and
individually,
based
on
the
compliance of the Board of Directors with internal rules and relevant laws and regulations.
•
The
Corporate
Secretary
keeps
the
minutes
of
the
meetings
of
the
Board
of
Directors
and
its
committees
and
ensures
the
efficient
flow
of
information
between
the
Board
of
Directors
and
its
committees
as
well
as
between
the
Senior
Management
and
the
Board
of
Directors.
The
Corporate
Secretary
plans
the
introductory
briefing
program
for
the
newly
elected
members
of
the
Board
of
Directors
immediately
after
their
election
and
ensures
that
they
are
provided
with
ongoing
information
and
training
on
issues
related
to
the
Company.
Further,
the
Corporate
Secretary
ensures
the
effective
organization
of
the
General
Meetings.
The
detailed
CV
of
the
Corporate Secretary is displayed in the section 16.10 of the Corporate Governance Statement.
•
The
company
adopts
and
implements
a
policy
for
ESG
issues
and
sustainable
development
(Sustainability Policy) which is uploaded on its website (
http://www.fourlis.gr
).
•
The
Company
adopts
and
implements
a
Human
Rights
Policy
with
commitments:
to
apply
the
international
basic
principles
for
human
rights
as
well
as
the
national
legislation
in
the
countries
where
the
Group
operates,
to
ensure
that
all
people
are
treated
fairly,
with
dignity
and
respect,
to
ensure
a
working
environment
equal
opportunities,
without
discrimination
and
harassment
for
all
employees
of
the
Group,
promotion
of
respect
and
protection
of
Human
Rights,
both
in
the
internal
environment
of
the
Company
and
in
its
sphere
of
influence.
The
Human
Rights
Policy is posted on the Company's website
(
http://www.fourlis.gr
).
•
The
Chairman
of
the
Board
of
Directors
is
available
for
meetings
with
shareholders
of
the
Company
and
discusses
with
them
issues
related
to
the
governance
of
the
Company.
The
Chairman
ensures
that
the
views
of
the
shareholders
are
communicated
to
the
Board
of
Directors.
In
this
way,
the
exercise
of
shareholders'
rights
and
the
active
dialogue
with
them
Annual Financial Report for the period
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86
(shareholder
engagement)
is
facilitated.
The
mechanisms
of
communication
with
the
shareholders
are
described
in
the
Operating
Regulations
of
the
Company,
a
summary
of
which
is uploaded on the Company's website (
http://www.fourlis.gr
).
•
The
Audit
Committee
applies
a
procedure
of
periodic
evaluation
of
the
efficiency
of
its
operation
as
mentioned
in
its
Charter
of
Operation
which
is
uploaded
on
its
website
(http://www.fourlis.gr).
15.3
Description
of
the
main
characteristics
of
internal
control
and
risk
management
systems
of
the
company
in
relation
to
the
process
of
preparation
and
drafting
of
the
financial statements
The
Company
has
developed
and
implements
a
process
for
issuing
the
financial
statements
(consolidated
and
separate)
and
the
Financial
Report.
The
Group
companies
record
their
transactions
in
their
information
systems
and
through
automated
procedures
the
consolidation
application
is
updated.
Crosschecking
of
data
is
performed
and
is
reviewed
(intra
-
group
transactions,
receivables
and
payables,
etc.).
Elimination
and
consolidation
entries
are
recorded
and
the
financial
statements
with
the
Information
Tables
included
in
the
Financial
Report
are
issued.
After
the
completion
of
audit
procedures,
the
Financial
Report
that
includes
the
financial
statements
is
submitted
to
the
Board
of
Directors
for
approval.
Prior
to
the
approval
of
the
Board
of
Directors,
the
Audit
Committee
has
conducted
a
review
of
the
Financial
Report,
in
order
to
assess
its
completeness
and
consistency
in
relation
to
the
information
provided
to
it
as
well
as
the
accounting
principles
applied
by
the
Company
and
informs
respectively
the
Board of Directors
The
main
characteristics
of
internal
control
and
risk
management
systems
applied
by
the
Company
in
relation
to
the
process
of
preparation
of
the
financial
statements
and
the
Financial
Report
are
the
following:
•
Adequate
knowledge,
skills
and
availability
of
personnel
involved
with
clearly
separated
roles
and
areas of responsibility.
•
Existence
of
recorded
and
updated
procedures
related
to
the
issuance
of
financial
statements
and
the appropriate time schedule.
•
Regular review and audit of accounting principles and policies, and their compliance control
•
Use
of
information
systems
for
the
issuance
of
financial
statements
and
the
preparation
and
drafting
of
financial
reports
related
to
the
ERP
of
the
Company,
accessible
with
distinct
roles
and
rights
of
use to all the consolidated companies of the Group.
•
Existence of control activities associated with information systems used.
•
Regular
communication
of
the
Independent
Certified
Auditors
with
the
Management
and
the
Audit
Committee
•
Regular
communication
between
the
members
of
the
Audit
Committee,
the
Chief
Financial
Officer
and the Head of the Internal Audit Unit.
•
Confirmation
by
the
Board
of
Directors
of
the
at
least
yearly
fulfillment
of
independence
criteria
of
the
independent
members
of
the
Board
of
Directors
and
in
any
case
before
publishing
of
the
annual
Annual Financial Report for the period
1/1/2022 to 31/12/2022
87
financial report.
•
Regular
meetings
for
validation
and
registration
of
the
significant
resolutions,
acknowledgements,
and estimations affecting the financial statements.
•
Existence
of
risk
management
methodology
and
documentation
for
its
implementation.
Presentation of the results of risk management to the Board of Directors.
•
Existence of a unique Chart of Accounts for all Group companies and its centralized management.
•
Upon
recommendation
of
the
Audit
Committee,
annual
evaluation
by
the
Board
of
Directors
of
the
internal control and risk management systems applied for the issuance of financial statements.
15.4
Additional
Information
pursuant
to
sections
c),
d),
f)
g)
and
h)
of
Article
10
par.1
of
the
Directive
2004/25/EC
as
of
the
21st
of
April
2004,
regarding
the
Takeover
Bids,
provided that the Company is subject to this Directive
During the year no Takeover Bids or public offer occurred.
15.5
Information
about
the
operation
mode
of
the
General
Shareholders’
Assembly,
and
its
basic
powers,
as
well
as
description
of
the
rights
of
the
shareholders
and
how
these
can
be
exercised
The
convocation
of
General
Assembly
of
Shareholders
of
the
Company
is
performed
in
accordance
with
the relevant provisions of Law 4548/2018, as in force.
Regarding
the
operation
mode
of
the
General
Assembly
of
its
Shareholders,
the
Company
follows
the
practices mentioned below:
•
Timely
information
provided
to
the
Company’s
Shareholders
within
the
deadlines
prescribed
by
law,
together
with
the
publications
required
and
provided
by
law
regarding
the
convocation
of
the
General Assembly..
•
The
Company
publishes
and
uploads
on
its
website
the
Invitation
of
the
General
Assembly,
the
ways
of
representation
of
the
Shareholders,
the
deadlines
and
the
mode
of
exercise
of
their
rights
as well as the voting results for each issue on the agenda.
•
The
Company
publishes
and
uploads
timely
on
its
website
an
Explanatory
Note
regarding
the
agenda,
the
relevant
proposals
by
Board
of
Directors,
the
required
quorum
and
majority
for
the
approval
of
the
proposals.
The
Explanatory
Note
is
also
available
in
hard
copy
at
the
Company’s
Head
Office
and
is
distributed
to
the
Shareholders
upon
entering
the
General
Assembly,
when
this
is held with physical presence of the shareholders.
•
Ensuring
that
all
shareholders
are
capable
of
participating
at
the
General
Assembly
either
by
expressing their views or by submitting their questions.
The
Company
takes
all
measures
for
the
lawful
performance
of
the
General
Assembly
and
ensures
the
Shareholders’ rights according to the applicable laws. More analytically:
The
General
Assembly
Meeting
of
Shareholders
of
the
Company
is
its
supreme
body
and
is
entitled
to
decide
on
any
case
concerning
the
Company.
The
shareholders
exercise
their
rights
related
to
the
management
of
the
Company
only
by
participating
in
the
General
Assembly
Meeting.
Each
share
provides
the
right
to
one
vote
at
the
General
Assembly
Meeting.
In
particular,
the
General
Assembly
is
Annual Financial Report for the period
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88
solely responsible for deciding on:
•
Revival
or
dissolution
of
the
Company,
as
well
as
amendments
to
the
Articles
of
Association
and
the
increases
and
reductions
of
the
share
capital,
except
for
those
explicitly
assigned
by
law
to
the
Board
of
Directors,
• Election of members of the Board of Directors and Auditors,
•
Approval
of
the
overall
management
according
to
article
108
of
Law
4548/2018
and
discharge
of
the
Auditors,
• Approval of the annual and any consolidated financial statements,
• Distribution of annual profits,
•
Approval
of
remuneration
or
advance
payment
of
remuneration
according
to
article
109
of
Law
4548/2018,
• Approval of the remuneration policy,
• Merger, split, conversion, revival, extension of the term or dissolution of the Company,
• Appointment of liquidators and
• Any other issue provided by law.
The
responsibilities
of
the
General
Assembly
Meeting
are
mentioned
in
the
Articles
of
Association
of
the
Company,
codified
in
its
current
form,
which
is
uploaded
on
its
website:
http://www.fourlis.gr
.
The
last
amendment
of
the
Company's
Articles
of
Association
was
made
during
the
Extraordinary
General
Meeting
as
of
21/12/2020
for
the
purpose
of
adaptation
and
harmonization
with
the
provisions
of
articles
120
and
125
of
Law
4548/2018,
in
relation
to
the
possibility
of
holding
General
Meetings
remotely
in
real
time and to the possibility of participation of the shareholders in them.
The
General
Assembly
meets
at
least
once
a
year,
within
the
first
half
from
the
end
of
each
fiscal
year.
The
Board
of
Directors
may
convene
an
extraordinary
meeting
of
the
General
Assembly
Meeting
of
Shareholders, when it deems it expedient or necessary.
The
General
Assembly,
with
the
exception
of
the
recurring
meetings
and
those
assimilated
to
them,
must
be
convened
at
least
twenty
(20)
full
days
before
its
scheduled
meeting.
It
is
clarified
that
non-
working
days
are
also
included.
The
day
of
the
publication
of
the
invitation
of
the
General
Assembly
and
the day of its meeting are not counted.
It
is
allowed
to
participate
in
the
General
Meeting
remotely
by
audiovisual
or
other
electronic
means,
without
the
physical
presence
of
the
shareholder
at
the
venue.
It
is
also
allowed
to
participate
in
the
voting
by
distance,
by
electronic
means
or
by
mail
correspondence,
preceded
the
Assembly.
By
decision
of
the
Board
of
Directors,
the
above
possibilities
are
activated,
divisively
or
cumulatively,
regarding
one
or
more
General
Assembly
Meetings
or
for
a
defined
period
of
time,
the
relevant
technical
and
procedural
details
are
determined,
and
procedures
are
adopted
to
ensure
the
identity
of
the
participating
person
and the casting vote, as well as the security of the electronic or other connection.
The
General
Meeting
is
in
quorum
and
meets
validly
on
the
issues
of
the
agenda
when
at
least
20%
of
the
paid-up
Share
Capital
is
represented
in
it.
The
decisions
of
the
General
Assembly
are
taken
by
an
absolute
majority
of
the
votes,
which
are
represented
in
this
Assembly.
Exceptionally,
the
General
Annual Financial Report for the period
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89
Meeting
is
in
quorum
and
meets
validly
on
the
issues
of
the
agenda,
if
at
least
half
(1/2)
of
the
paid-up
capital
are
represented
in
it
when
it
comes
to
decisions
concerning:
the
change
of
the
Company's
nationality,
the
change
of
the
company’s
business
object,
the
increase
of
shareholders'
liabilities,
the
regular
capital
increase
unless
imposed
by
law
or
made
by
capitalization
of
reserves,
the
reduction
of
capital
unless
made
in
accordance
with
paragraph
5
of
article
21
of
Law
4548/2018
or
par.
6
of
article
49
of
Law
4548/2018,
the
change
of
the
means
of
profit
distribution,
the
merger,
the
split,
conversion,
revival,
extension
of
term
or
dissolution
of
the
Company,
the
provision
or
renewal
of
power
to
the
Board
of
Directors
for
capital
increase
according
to
par.
1
of
article
24
of
Law
4538/2018
as
well
as
in
any
other
case
stipulated
by
the
Law
that
the
General
Assembly
decides
with
increased
quorum
and
majority.
The
General
Assembly
Meeting
is
temporarily
chaired
by
the
Chairman
of
the
Board
of
Directors
or
his
deputy
when
disabled.
He
can
be
appointed
by
the
Board
of
Directors
by
a
special
decision
for
this
purpose.
The
duties
of
company
secretary
are
temporarily
performed
by
the
person
appointed
by
the
Chairman.
After
the
list
of
shareholders
entitled
to
vote
is
approved,
the
General
Assembly
Meeting
proceeds
to
the
election
of
its
final
Chairman
and
a
secretary
who
also
acts
as
a
teller.
Decisions
on
these issues are taken by a majority of 2/3 of the votes represented in the General Assembly Meeting.
The
discussions
and
decisions
of
the
General
Assembly
are
limited
to
the
issues
on
the
agenda.
The
agenda
is
prepared
by
the
Board
of
Directors
and
includes
the
proposals
of
the
Board
of
Directors
to
the
General
Assembly
Meeting,
as
well
as
any
proposals
of
the
auditors
or
shareholders
representing
1/20
of
the
paid-up
share
capital.
For
the
issues
discussed
and
the
relative
decisions
taken
in
the
General
Assembly
Meeting,
minutes
are
kept,
which
are
signed
by
the
Chairman
and
its
Secretary.
The
list
of
shareholders,
who
are
present
or
represented
at
the
General
Meeting
is
recorded
at
the
beginning
of
the minutes.
Anyone
who
appears
as
a
shareholder
in
the
Company's
book-entry
intangible
shares
system
is
entitled
to
participate
in
the
General
Assembly
Meeting,
which
is
kept
electronically
in
the
company
"Hellenic
Central
Securities
Depository
Societe
Anonyme"
(ELKAT)
at
the
beginning
of
the
5th
day
preceding
the
initial
meeting
(registration
date).
The
above
recording
date
is
also
valid
in
the
case
of
postponed
or
recurring
meeting
since
the
postponed
or
recurring
meeting
takes
place
no
more
than
30
days
after
the
recording date according to article 124 of Law 4548/2018.
The
shareholder
status
can
be
identified
by
any
legal
means
and
in
any
case
based
on
information
received
by
the
Company
directly
by
electronic
connection
of
the
Company
with
the
ELKAT
files.
The
right
to
participate
and
vote
in
the
Company’s
Ordinary
General
Meeting
has
only
whoever
holds
the
status
of
shareholder
on
the
above
registration
date.
In
case
of
non-compliance
with
the
provisions
of
article
124
of
Law
4548/2018,
the
shareholders
participate
in
the
Ordinary
General
Meeting
only
after
its permission.
The
exercise
of
these
rights
does
not
presuppose
the
pledge
of
the
beneficiary's
shares
or
the
observance
of
another
similar
procedure,
which
limits
the
possibility
of
selling
and
transferring
them
during the period between the registration date and the date of the General Assembly Meeting.
The
shareholders
entitled
to
participate
in
the
General
Meeting
can
vote
either
in
person
or
through
Annual Financial Report for the period
1/1/2022 to 31/12/2022
90
representatives.
Each
shareholder
can
appoint
up
to
3
representatives.
The
shareholder
may
appoint
a
representative
for
one
or
more
General
Assembly
Meetings
for
a
certain
period
of
time.
The
appointment
and
revocation
or
replacement
of
the
shareholder's
representative
is
made
in
writing
at
least
48
hours
before
the
date
of
the
Ordinary
General
Assembly
Meeting.
The
shareholder
representative
is
obliged
to
notify
the
Company,
before
the
beginning
of
the
General
Assembly
Meeting,
of
any
specific
event
that
may
be
useful
to
the
shareholders
for
the
assessment
of
the
risk
that
the
representative
will
serve
interests other than shareholder’s interests.
Other shareholders’ rights are provided in par. 2, 3, 6 and 7 of article 41 of Law 4548/2018.
15.6
Composition
and
functioning
of
the
Board
and
any
other
administrative,
management
or supervisory bodies or committees of the Company
The
Board,
its
independent
members,
and
all
members
of
the
Audit
Committee,
have
been
elected
by
the
Annual
Ordinary
General
Assembly
of
shareholders
held
on
17/6/2022.
Further,
at
the
Annual
Ordinary
General
Meeting
of
shareholders
as
of
17/6/2022,
the
Audit
Committee
was
redefined
and
a
decision
was
made
regarding
its
type,
composition
(number
and
qualities
of
members)
and
its
term
of
office.
The
term
of
office
of
the
members
of
the
Board
of
Directors
according
to
the
Articles
of
Association
of
the
Company
and
the
members
of
the
Audit
Committee,
is
five
years
and
is
automatically
extended
until the first ordinary general meeting after the end of its term.
On 31/12/2022 the BoD established in a body as follows:
Chairman of the BoD, Executive Member
Vice – Chairman of the BoD, Executive Member
Independent
Vice
Chairman,
Senior
Independent
Member,
Independent
Non-Executive
Member,
Chairman
of
the
Nomination
and
Remuneration
Committee
Director, Executive Member, Sustainable Development and Corporate
Social Responsibility Director
Director, Independent Member, Non – Executive Member,
Member of Audit
Committee
Director, Independent Non - Executive Member, Member of Audit
Committee
Director, Independent Non – Executive Member, Chairman of Audit
Committee, Member
of Nomination and Remuneration Committee
Director, Independent Non – Executive Member and Member of
Nomination and Remuneration Committee
Annual Financial Report for the period
1/1/2022 to 31/12/2022
91
Detailed
resumes
of
all
members
of
the
Board
of
Directors
as
well
as
of
the
Corporate
Secretary
Mr.
Ioannis Zakopoulos, are presented in section 15.10 of the Corporate Governance Statement.
The
Articles
of
Association
of
the
Company
provide
for
the
Board
of
Directors
to
be
composed
of
7
to
9
members.
The
Company
has
elected
its
Board
with
the
maximum
permitted
number
of
Directors
to
ensure
the
diversity
of
gender,
age,
knowledge,
qualification
and
experience
serving
the
objectives
of
the
Company
as
well
as
the
balance
between
executive
and
non-executive
members.
On
31/12/2022
the Board of Directors consisted of 9 members, 5 (56%) of them were independent.
The Role and the responsibilities of the Board of Directors
According
to
the
Company's
Articles
of
Association,
the
Board
of
Directors
is
responsible
for
its
management
and
representation,
the
assets
management
and
the
general
pursuit
of
its
purpose.
The
Bod
decides
on
all
general
issues
concerning
the
Company,
within
the
framework
of
the
corporate
purpose,
with
the
exception
of
those
which
according
to
the
Law
and
the
Articles
of
Association
belong
to the exclusive competence of the General Assembly Meeting.
The main responsibilities of the Board of Directors according to the Articles of Association include:
•
Approving
the
overall
long
-
term
strategy
and
operational
goals
of
the
Company.
The
Board
of
Directors
is
responsible
for
defining
the
values
and
strategic
orientation
of
the
Company.
At
the
same
time,
it
remains
responsible
for
the
approval
of
the
strategy
and
the
business
plan
of
the
Company
as
well
as
for
the
continuous
monitoring
of
their
implementation.
The
Board
of
Directors
also
regularly
reviews
the
opportunities
and
risks
in
relation
to
the
defined
strategy
as
well
as
the
relevant
measures
taken
to
address
them.
The
Board
of
Directors,
seeking
to
receive
all
the
necessary
information
from
its
executive
members
or
from
its
executives,
is
informed
about
the
market and any other developments that affect the Company.
•
Ensuring
that
the
values
and
strategic
planning
of
the
Company
are
in
line
with
the
corporate
culture.
The
values
and
purpose
of
the
Company
are
translated
and
applied
in
practice
and
influence
the
practices,
policies
and
behaviors
within
the
Company
at
all
levels.
The
Board
of
Directors
and
the
top
management
set
the
model
of
the
characteristics
and
behaviors
that
shape
the
corporate
culture
and
are
an
example
of
its
implementation.
At
the
same
time,
they
use
tools
and
techniques
that aim at the integration of the desired culture in the systems and processes of the Company
•
Understanding
the
Company's
risks
and
their
nature
and
determining
the
extent
of
the
Company's
exposure to the risks it intends to undertake in the context of its long-term strategic goals.
•
Approving
annual
budgets
and
business
plans
and
deciding
on
major
capital
expenditures,
acquisitions
and
divestitures
which
are
under
the
final
approval
of
the
General
Assembly
Meeting.
The
Board
of
Directors
provides
the
appropriate
approval,
monitors
the
implementation
of
the
strategic
directions
and
objectives
and
ensures
the
existence
of
the
necessary
financial
and
human
resources, as well as the existence of an Internal Control System (ICS).
•
Establishment
of
a
policy
for
the
identification,
avoidance
and
treatment
of
conflicts
of
interest
between
the
interests
of
the
Company
and
those
of
its
members
or
persons
to
whom
the
Board
of
Annual Financial Report for the period
1/1/2022 to 31/12/2022
92
Directors has assigned some of its responsibilities, according to article 87 of law 4548 / 2018.
•
Selecting
and
replacing,
if
necessary,
the
executive
leadership
of
the
company
and
overseeing
succession planning.
•
Definition
and
/
or
delimitation
of
the
responsibilities
of
the
Chief
Executive
Officer
and
the
Deputy
Chief Executive Officer, who exercises them if any.
•
Monitoring
the
performance
of
senior
management,
and
aligning
executive
remuneration
with
the
longer
term
interests
of
the
company
and
its
shareholders
taking
into
consideration
the
proposals
of the Nomination and Remuneration Committee.
•
Preparation
and
approval
of
the
remuneration
policy
of
the
members
of
the
Board
of
Directors
which
is
subject
to
the
final
approval
of
the
General
Assembly
Meeting
of
the
Company's
shareholders,
taking into account the proposals of the Nominations and Remuneration Committee.
•
Preparation
and
approval
of
the
annual
remuneration
report
of
the
members
of
the
Board
of
Directors
which
is
submitted
for
information
to
the
General
Assembly
Meeting
of
the
Company's
shareholders, taking into account the proposals of the Nominations and Remuneration Committee.
•
Approval
of
crisis
measures
or
risk
situations
as
well
as
when
it
is
required
to
take
measures
which
are reasonably expected to significantly affect the Company.
•
Ensuring
the
adequate
and
efficient
operation
of
the
Internal
Audit
System
(IAS)
that
aims
at
the
consistent
implementation
of
the
business
strategy
with
the
effective
use
of
available
resources,
the
identification
and
management
of
essential
risks
associated
with
the
business
and
operation
of
the
Company,
the
effective
operation
of
the
internal
control
unit,
in
ensuring
the
completeness
and
reliability
of
the
data
and
information
required
for
the
accurate
and
timely
determination
of
the
financial
situation
of
the
Company
and
the
preparation
of
reliable
financial
statements
as
well
as
the
non-financial
situation,
in
compliance
with
the
regulatory
and
legal
framework
as
well
as
the
internal
regulations governing the Company.
•
Ensuring
that
the
functions
of
the
Internal
Audit
System
(IAS)
is
independent
of
the
business
sectors
they
control
and
that
it
consists
of
the
appropriate
financial
and
human
resources
as
well
as
the
powers to operate them effectively.
•
Definition
and
supervision
of
the
implementation
of
the
Corporate
Governance
System,
monitoring
and
evaluation
periodically
every
three
(3)
years,
of
its
implementation
and
effectiveness
by
taking
the
appropriate
actions
to
address
shortcomings.
The
Corporate
Governance
System
includes
an
adequate
and
effective
Internal
Audit
System
(IAS),
including
risk
management
and
regulatory
compliance
systems,
adequate
and
effective
procedures
for
the
prevention,
detection
and
suppression
of
conflicts
of
interest,
effective
and
efficient
communication
with
the
shareholders
to
facilitate
the
exercise
of
their
rights
and
the
active
dialogue
with
them
(shareholder
engagement)
and
remuneration
policy,
which
contributes
to
the
business
strategy,
the
long-term
interests
and
the sustainability of the Company.
•
Approval
of
the
Fit
the
proper
policy
of
the
members
of
the
Board
of
Directors
and
any
amendment
which
is
submitted
for
final
approval
to
the
General
Assembly
Meeting
of
the
Company's
Annual Financial Report for the period
1/1/2022 to 31/12/2022
93
shareholders.
•
Appointment
of
a
vice-Chairman
among
its
non-executive
members
in
cases
that
the
Chairman
is
an executive member.
•
Ensuring
compliance
with
independence
criteria
and
the
designation
of
a
member
of
the
Board
of
Directors
as
an
independent
member.
Review
at
least
annually
and
in
any
case
before
the
publication
of
the
annual
financial
report,
the
fulfillment
of
the
independence
criteria.
In
case
it
is
found
that
the
criteria
are
not
met
for
the
independent
non-executive
member,
take
the
appropriate
replacement actions.
•
Appointment
of
the
members
of
the
Nominations
and
Remuneration
Committee
and
the
Audit
Committee
in
the
event
that
the
General
Assembly
Meeting
of
the
Company's
shareholders
has
decided to consist exclusively of non-executive members of the Board of Directors.
•
Vigilance
regarding
existing
and
potential
conflicts
of
interest
between
the
Company
and
its
Management,
members
of
the
Board
of
Directors
or
major
shareholders
(including
shareholders
with
direct
or
indirect
authority
to
shape
or
influence
the
composition
and
conduct
of
the
Board
of
Directors).
Appropriate
handling
of
such
conflicts
and
the
Board
of
Directors
shall
adopt
a
transaction
supervision procedure with a view to transparency and the protection of corporate interests.
•
Responsibility
for
making
relevant
decisions
and
monitoring
the
effectiveness
of
the
Company's
management
system,
including
decision-making
procedures
and
the
assignment
of
powers
and
duties to other executives.
•
Formulation,
dissemination
and
application
of
the
main
values
and
principles
of
the
Company
that
govern its relations with all interested parties, related to the Company.
•
Defining the sustainable development policy of the Company and monitoring its implementation.
•
Approving
the
Internal
Regulation
Charter,
Corporate
Governance
Code
embraced
and
applied
by
the Company, Code of Conduct and their revisions.
•
Approval
of
the
Charter
of
Operation
of
the
Internal
Audit
Department,
the
Charter
of
Operation
of
the
Audit
Committee
and
the
Charter
of
Operation
of
the
Nominations
and
Remuneration
Committee
and their revisions.
•
Examining
the
internal
audit
reports
submitted
every
quarter
to
the
Board
of
Directors
through
the
Audit Committee including its recommendations.
•
Approving
equal
opportunities
and
diversity
policy,
including
gender
balance
between
board
members.
•
Informing
the
shareholders,
through
the
Company's
website,
about
its
candidate
members
no
later
than
20
days
before
the
General
Meeting
regarding
the
justification
of
the
proposal,
the
detailed
CV and the determination of the eligibility criteria of the candidate members.
•
Ensure
that
the
Company's
Articles
of
Association,
codified
in
its
current
form,
are
posted
on
the
Company's website.
•
Obligation
to
include
in
the
corporate
governance
statement
a
reference
to
the
fit
and
proper
policy,
in
the
work
of
its
committees,
in
the
CVs
of
the
members
of
the
Board
of
Directors
and
senior
Annual Financial Report for the period
1/1/2022 to 31/12/2022
94
executives,
in
the
participation
of
the
members
of
the
Board
of
Directors
in
its
meetings
and
in
the
meetings
of
its
committees
and
information
on
the
number
of
shares
of
the
Company
held
by
each
member
of
the
Board
of
Directors
and
each
senior
manager
of
the
Company
based
on
article
152
of Law 4548/2018.
The
Role
and
the
responsibilities
of
the
Executive,
Non-Executive
and
Independent
Non
Executive Members of the Board of Directors
The
Executive
Members
of
the
Board
deal
with
the
issues
involved
in
the
day-to-day
Management
of
the
Company
and
supervise
the
implementation
of
the
Board’s
resolutions.
The
following
are
included
in
their duties:
•
The implementation of the strategy determined by the Board of Directors.
•
Regular
consultation
with
non-executive
members
of
the
Board
of
Directors
on
the
appropriateness
of the strategy implemented.
•
The
written
information
either
jointly
or
separately
of
the
Board
of
Directors
in
existing
situations
of
crises
or
risks
as
well
as
when
it
is
required
to
take
measures
that
are
reasonably
expected
to
significantly
affect
the
Company,
such
as
when
decisions
are
to
be
made
regarding
business
development
and
risks
taken,
which
are
expected
to
affect
the
financial
situation
of
the
Company.
The
information
is
provided
without
delay,
submitting
a
relevant
report
with
their
assessments
and
suggestions.
The
executive
members
of
the
Board
of
Directors
participate
in
a
strictly
limited
number
of
other
Boards
of Directors (apart from the Group companies).
Non-Executive
Members
are
charged
with
supervising
the
implementation
of
the
Board’s
resolutions
as
well
as
with
other
issues
or
areas
of
activity
of
the
Company
that
have
been
specifically
assigned
to
them by resolution of the Board of Directors. In their duties the following are included:
•
The
monitoring
and
examination
of
the
Company's
strategy
and
its
implementation
as
well
as
the
achievement of its goals.
•
Ensuring
effective
oversight
of
executive
members,
including
monitoring
and
controlling
their
performance.
•
Examining
and
expressing
views
on
proposals
submitted
by
executive
members,
based
on
existing
information.
The
non-executive
members
of
the
Board
of
Directors
meet
at
least
annually,
or
extraordinarily
whenever
deemed
appropriate
without
the
presence
of
executive
members
in
order
to
discuss
the
performance
of
the
latter.
In
these
meetings
the
non-executive
members
do
not
act
as
a
de
facto
body
or committee of the Board of Directors.
Non-executive
members
may
request,
in
accordance
with
the
procedure
contained
in
the
Charter
of
Operation
of
the
Board
of
Directors,
to
contact
the
executives
of
the
top
management
of
the
Company,
through regular presentations by the heads of departments and services.
The
non-executive
members
of
the
Board
of
Directors
do
not
participate
in
the
Boards
of
Directors
of
more
than
five
(5)
listed
companies
and
in
the
case
of
the
non-executive
Chairman
more
than
three
(3).
Annual Financial Report for the period
1/1/2022 to 31/12/2022
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A
non-executive
member
of
the
Board
of
Directors
is
considered
independent
if
at
the
time
of
his
appointment
and
during
his
term
does
not
directly
or
indirectly
hold
a
percentage
of
voting
rights
greater
than
0.5%
of
the
Company's
share
capital
and
is
exempt
from
financial,
business,
family
or
other
dependent
relationships,
which
can
influence
his
decisions
and
his
independent
and
objective
judgment.
The
independent
non-executive
members
submit
jointly
or
individually,
reports
to
the
regular
or
extraordinary
General
Assembly
Meeting
of
the
Company's
shareholders,
regardless
of
the
reports
submitted by the Board of Directors.
In
the
meetings
of
the
Board
of
Directors
that
have
as
subject
the
preparation
of
the
financial
statements
of
the
Company
or
are
included
in
the
agenda
issues
that
their
approval
needs
the
General
Assembly
Meeting
decision
with
increased
quorum
and
majority
according
to
Law
4548/2018,
the
Board
of
Directors is in quorum when at least two (2) independent non-executive members are present.
The Role of the Chairman of the BoD
The
Chairman
of
the
Board
of
Directors
coordinates
the
operation
of
the
Board
of
Directors
and
chairs
it.
It
has
the
responsibility
to
convene
the
Board
of
Directors,
to
determine
the
issues
on
the
agenda
of
its
meetings
and
to
ensure
the
good
organization
of
its
work
and
the
efficient
conduct
of
its
meetings.
He
ensures
the
timely
and
correct
information
of
the
members
of
the
Board
of
Directors,
based
on
the
fair
and
equal
treatment
of
the
interests
of
all
shareholders,
the
maximization
of
the
return
on
investments
and
the
protection
of
the
Company's
property.
He
coordinates
the
implementation
of
the
corporate governance system of the Company and its effective implementation.
When
the
Chairman
is
absent
or
incapacitated,
the
Vice-Chairman
shall
deputize
for
the
full
extent
of
his executive powers.
Indicatively, the responsibilities and duties of the Chairman of the Board of Directors are as follows:
•
Prepares
the
annual
program
of
meetings
of
the
Board
of
Directors
and
distributes
it
in
the
first
fortnight of each year to its members.
• Proposes to the Board of Directors the issues and the date of General Meetings.
• Determines the items on the agenda of the meetings of the Board of Directors.
•
Sends
to
the
members
of
the
Board
of
Directors
the
material
that
will
be
discussed
during
its
meeting,
at least four (4) working days before the meeting.
•
Coordinates
the
discussions
between
the
members
of
the
Board
of
Directors,
formulates
and
puts
to
the vote the proposals on the issues of the agenda.
•
Ensures
the
good
organization
of
the
work
of
the
Board
of
Directors
and
the
efficient
conduct
of
its
meetings.
•
Ensures
the
timely
and
correct
information
of
the
members
of
the
Board
of
Directors,
based
on
the
fair
and
equal
treatment
of
the
interests
of
all
shareholders,
the
maximization
of
the
return
on
investments and the protection of the Company's property.
•
Attends
the
General
Meeting
of
the
Company's
shareholders,
takes
an
active
part
in
its
procedures
and
answers
questions
addressed
to
him
by
the
shareholders.
It
provides
that
through
the
procedures
of
the
General
Meeting,
sufficient
time
is
available
for
the
submission
of
questions
by
the
shareholders.
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1/1/2022 to 31/12/2022
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•
Ensures
the
effective
communication
of
the
Board
of
Directors
with
all
shareholders
and
is
available
to
meet the shareholders and discuss with them the governance issues of the Company.
• Ensures that the views of shareholders are communicated to the Board of Directors.
•
Ensures
that
the
General
Meeting
of
Shareholders
is
utilized
to
facilitate
their
substantive
and
open
dialogue with the Company.
•
Proposes
to
the
Board
of
Directors
the
distribution
of
a
dividend,
which
after
being
approved
by
the
Board of Directors, will be proposed to the General Meeting.
• Participates in corporate workshops / presentations (roadshows).
•
Facilitates
the
effective
participation
of
the
non-executive
members
of
the
Board
of
Directors
in
its
work and ensures constructive relations between its executive and non-executive members.
•
Evaluates
proposals
of
non-executive
members
of
the
Board
of
Directors
for
the
appointment
of
specialized directors, when deemed necessary for the performance of their duties.
•
Collaborates
with
the
Chief
Executive
Officer,
providing
instructions
in
the
context
of
the
decisions
of
the
Board
of
Directors,
for
the
drafting
of
the
Charter
of
Operation,
the
Code
of
Ethics
and
their
revisions
and suggests to the Board of Directors regarding their approval.
•
Recommends
to
the
Board
of
Directors
the
approval
of
the
Charter
of
Operation
of
the
Audit
Committee,
the
Nominations
and
Remuneration
Committee
of
the
Charter
of
Operation
of
the
Internal
Audit Department and the Charter of Operation of the Board of Directors.
•
Receives
the
minutes
of
the
meetings
of
the
Audit
Committee
and
is
regularly
informed
by
its
Chairman
about the progress and findings of the audit procedures.
• Approves the Annual Social Responsibility Report.
•
Proposes,
for
approval
by
the
Board
of
Directors,
the
organization
chart
of
the
Company
and
its
amendments.
•
Evaluates
the
risk
management
process
implemented
by
the
Company
and
the
effectiveness
of
the
Company's risk management plans.
• Supervises the responsibilities of the Corporate Secretary.
•
Evaluates
in
collaboration
with
the
Chief
Executive
Officer
and
the
Managers,
the
significant
investment
opportunities
presented
for
the
Company
and
proposes
to
the
Board
of
Directors
the
relevant
action
plans.
•
Evaluates
proposals
of
the
Committees
of
the
Board
of
Directors
for
the
recruitment
of
external
consultants, to the extent necessary.
• Evaluates the efficiency of the operation of the Committees of the Board of Directors.
• He is a member of the Executive Committee of the Group and participates in its meetings.
•
Receives
regular
information
from
the
Chief
Executive
Officer
(especially
in
the
intervening
periods
between
the
meetings
of
the
Board
of
Directors)
regarding
the
progress
of
the
Company
and
the
risks
it
faces
and
any
opportunities
that
are
presented.
It
evaluates
the
issues
and
depending
on
their
seriousness,
can
be
convened
by
the
Board
of
Directors,
in
addition
to
the
regular
annual
planning
for
decision making.
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•
Receives
from
the
CEO
the
important
procedures
of
the
Company,
for
submission
and
approval
by
the
Board of Directors.
•
Presents
to
the
Board
of
Directors
the
progress
of
the
new
projects
/
activities
/
collaborations
for
the
development of the Group's operations.
•
Approves
the
introductory
information
programs
for
new
members
of
the
Board
of
Directors
proposed
by the Corporate Secretary.
•
Approves
the
publications
that
are
posted
on
the
Company's
website
and
concern
issues
of
corporate
governance, administrative structure, ownership status and other information useful for investors.
• Approves the procedures related to corporate governance, which are submitted by the CEO.
• Prepares the Charter of Operation of the Board of Directors and suggests its approval.
•
Presents
to
the
Board
of
Directors
the
Annual
Financial
Statements
and
the
Management
Report
of
the
Board
of
Directors
that
will
be
submitted
for
approval
to
the
Ordinary
General
Meeting
of
the
Company's
shareholders.
Submits
for
approval
to
the
Board
of
Directors
the
Interim
Financial
Statements
and the Semi-Annual Management Report of the Board of Directors.
• Commits and represents the Company in accordance with the current Representation Minutes
The Role of Vice Chairman of the Board
The
Vice
Chairman
of
the
Board
of
Directors
replaces
the
Chairman
of
the
Board
of
Directors
in
all
his
responsibilities, when the latter is absent or disabled.
Role
of
Independent
Vice
Chairman
or
Senior
Independent
Member
of
the
Board
(Lead
or
Senior Independent Director)
The
Independent
Vice
Chairman
supports
the
Chairman
to
act
as
a
liaison
between
the
Chairman
and
the members of the Board of Directors.
He
is
also
in
charge
of
the
evaluation
of
the
Chairman
carried
out
by
the
members
of
the
Board
of
Directors as well as in the meetings of the non-executive members of the Board of Directors.
He
is
obliged
to
be
available
and
to
attend
the
General
Meetings
of
the
Company's
shareholders
in
order
to discuss corporate governance issues when and if they arise.
Monitors
and
ensures
the
smooth
and
efficient
communication
between
the
Committees
of
the
Board
of
Directors
and
the
Board
of
Directors.
Coordinates
the
non-executive
members
of
the
Board
of
Directors,
including the independent members, in the fulfillment of their obligations.
The Role of the Chief Executive Officer
The
Chief
Executive
Officer
is
responsible
for
ensuring
the
smooth,
orderly,
lawful
and
efficient
operation
of
the
Company,
in
accordance
with
the
strategic
objectives,
business
plans
and
action
plan,
as
determined
by
decisions
of
the
Board
of
Directors
and
the
General
Meeting
and
the
legal
/
regulatory
Annual Financial Report for the period
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frame.
The
CEO
participates
and
reports
to
the
Board
of
Directors
of
the
Company
and
implements
the
strategic choices and important decisions of the Company.
The
Chief
Executive
Officer
and
the
senior
management
ensure
that
any
information
necessary
for
the
performance of the duties of the members of the Board of Directors is available to them at any time.
The
Chief
Executive
Officer
is
responsible
for
ensuring
the
smooth,
orderly,
lawful
and
efficient
operation
of
the
Company,
in
accordance
with
the
strategic
objectives,
business
plans
and
action
plan,
as
determined
by
decisions
of
the
Board
of
Directors
and
the
General
Assembly
and
the
legal
/
regulatory
frame.
The
CEO
participates
and
reports
to
the
Board
of
Directors
of
the
Company
and
implements
the
strategic choices and important decisions of the Company.
Indicatively, the responsibilities of the CEO are the following:
•
Has
the
responsibility
for
the
Management
and
management
of
the
Company
within
the
provisions
of
its
articles
of
association,
the
decisions
of
the
General
Meetings
of
its
shareholders
and
its
Board
of
Directors and in accordance with applicable law.
•
Takes
care
of
the
protection
of
corporate
property
and
the
interests
of
shareholders
and
seeks
to
maximize the efficiency of business activities.
•
Has
the
responsibility
of
drafting
/
revising
the
Charter
of
Operation,
the
Code
of
Corporate
Governance
and
the
Code
of
Ethics,
in
accordance
with
the
instructions
received
from
the
Chairman
of
the
Board
in
the context of the decisions of the Board of Directors.
•
Has
the
responsibility
of
monitoring
the
implementation
of
the
Board
of
Directors,
the
Charter
of
Operation,
the
Code
of
Corporate
Governance
and
the
Code
of
Ethics
approved
by
the
Board
of
Directors.
•
Approves
the
procedures
of
the
Company's
Management.
Procedures
related
to
corporate
governance
are submitted for approval to the Chairman of the Board of Directors.
•
Formulates
proposals
for
the
revision
of
the
Company's
organization
chart
in
order
to
better
meet
its
needs and submits it for approval to the Chairman of the Board of Directors.
•
Prepares
in
collaboration
with
the
Company's
Managements
the
material
of
the
presentations
concerning
the
significant
risks
faced
by
the
Company
and
formulates
proposals
to
the
Chairman
of
the
Board of Directors regarding their evaluation and treatment.
•
Coordinates
and
controls
the
Management
and
the
human
resources
of
the
Company
in
order
to
improve their efficiency.
•
Controls
the
action
plans
of
the
Directorates
in
order
to
achieve
the
business
objectives
of
the
Company
and proposes any amendments to improve their performance.
• Approves the Action Plan of the Regulatory Compliance Unit.
•
Evaluates
the
proposals
submitted
by
the
Directorates
and
determines
the
priorities
taking
into
account
the needs of the Company and the relevant decisions of the Management bodies.
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1/1/2022 to 31/12/2022
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•
Has
the
supervision
of
budgetary
and
accounting
figures
in
terms
of
expenses
and
expenses
of
the
Company
per
Directorate
and
in
its
entirety,
as
well
as
the
respective
investments
for
which
it
evaluates
their profitability.
•
Regularly
informs
the
Chairman
of
the
Board
of
Directors
(especially
in
the
intervening
periods
between
the
meetings
of
the
Board
of
Directors)
in
relation
to
the
progress
of
the
Company
and
its
financial
figures, the risks it faces and any opportunities that are presented.
•
Takes
care
of
securing
the
required
resources
(human,
technical
and
financial)
for
the
smooth,
efficient
and competitive operation of the Company.
•
Cooperates
with
the
legal
advisors
of
the
Company
for
the
examination
of
the
contracts
and
any
other
commitments undertaken by the Company.
•
Cooperates
with
the
legal
advisors
of
the
Company
for
the
legal
drafting
of
the
Invitations
of
the
General
Meetings
and
their
legal
conduct
and
submits
them
to
the
Chairman
of
the
Board
of
Directors,
so
that
they
are
submitted
for
approval
to
the
Board
of
Directors
and
receive
the
publicity
provided
by
law.
•
Presents
to
the
Board
of
Directors
the
Annual
Operating
Plan
(AOP)
of
the
Group
and
its
revision
(STRAT PLAN), when required.
•
In
each
regular
meeting
of
the
Board
of
Directors
presents
the
financial
results
in
relation
to
the
Annual
Operating Plan (AOP) of the Group and justifies any deviations.
• She is a member of the Executive Committee of the Group and participates in its meetings.
•
He
is
a
member
of
the
risk
management
team
of
the
Group
and
is
responsible
for
presenting
to
the
Chairman of the Board of Directors of the risk management methodology.
• Formulates the agenda of the meetings of the Executive Committee and sends it to the participants.
•
Presents
the
financial
results
of
the
Group
vs
Prior
Year
and
AOP
at
the
meetings
of
the
Executive
Committee.
• Approves the goals of the Company Managers.
•
Evaluates
the
performance
of
the
Company's
Directors
and
submits
suggestions
to
the
Nominations
and Remuneration Committee.
•
Informs
the
Board
of
Directors,
in
collaboration
with
the
Chairman,
about
the
general
course
of
the
Company and other issues.
• Supervises the operation of subsidiaries in Greece and abroad.
•
Collaborates
with
the
Boards
of
Directors
of
the
subsidiaries,
receives
reports
on
the
progress
of
their
work,
the
risks
they
face
and
any
opportunities
that
are
presented.
Evaluates
and
presents
the
issues
to the Chairman of the Board of Directors and the Board of Directors of the Company.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
100
•
Studies
scenarios
and
alternative
proposals
for
the
development
of
the
Group
in
new
activities
in
Greece
and
abroad.
Elaborates,
evaluates
and
presents
the
issues
to
the
Chairman
of
the
Board
of
Directors and the Board of Directors of the Company for approval of the relevant investment plans.
•
Supervises
the
progress
of
the
work
for
the
preparation
of
the
Financial
Statements
and
the
Management Reports of the Board of Directors.
•
Provides
the
members
of
the
Board
of
Directors
with
any
information
they
deem
necessary
for
the
performance of their duties at any time.
• Discusses with the certified auditors of the Company the most important findings from their audit.
• Signs the representation letters requested by the certified auditors.
•
Organizes
meetings
with
the
Managers
and
executives
of
the
Subsidiaries
and
coordinates
their
presentations
regarding
the
examination
of
the
course
of
business
activities
and
their
future
perspective.
• Participates in corporate workshops / presentations (road shows).
•
Represents
the
Company
in
employers'
organizations,
chambers,
unions
and
associations
and
promotes the interests of its shareholders.
•
Receives
the
minutes
of
the
meetings
of
the
Audit
Committee
and
is
regularly
informed
by
its
Chairman
about
the
progress
and
findings
of
the
audit
procedures
in
the
context
of
informing
the
members
of
the
Board of Directors.
•
Attends
the
General
Meeting
of
the
Company's
shareholders,
takes
an
active
part
in
its
procedures
and answers questions addressed to him by the shareholders.
• Commits and represents the Company in accordance with the current Representation Minutes
The Role of the Company Secretary
The
Board
of
Directors
and
its
Committees
are
supported
by
a
competent,
qualified
and
experienced
Company
Secretary.
The
role
of
the
Company
Secretary
is
to
provide
practical
support
to
the
Chairman
and
the
other
members
of
the
Board
of
Directors,
collectively
and
individually,
based
on
the
compliance
of
the
Board
of
Directors
in
accordance
with
the
internal
rules
and
the
relevant
laws
and
regulations.
The responsibilities of the Company Secretary include:
•
Checking
the
legality
of
the
recommendations
to
the
Board
of
Directors
as
defined
in
detail
in
the
procedures
and
regulations
of
the
Company
and
by
the
decisions
of
the
Board
of
Directors.
•
Legal
elaboration
of
the
agenda
items
for
the
meetings
of
the
Board
of
Directors
of
the
Company.
•
Ensuring
a
good
flow
of
information
between
the
Board
of
Directors
and
its
Committees
as
well
as between the top Management and the Board of Directors.
•
Ensuring
the
effective
organization
of
shareholders'
meetings
and
the
generally
good
communication
of
the
latter
with
the
Board
of
Directors,
based
on
the
compliance
of
the
Board
of Directors with the legal and statutory requirements.
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•
Keeping
records
of
members
of
the
Board
of
Directors
for
the
purpose
of
compliance
with
the
laws
(indicatively
independence,
participation
conditions
for
the
members
of
the
Audit
Committee
and
the
Nominations
and
Remuneration
Committee,
conflict
of
interest,
updated
detailed curriculum vitae, etc.)
•
Assistance
of
the
Audit
Committee
in
its
work
with
the
assistance
of
the
Director
of
Internal
Audit
where
necessary,
organizing
the
meetings
of
the
Audit
Committee
(regular
meetings
are
held
every
quarter),
issuing
the
agenda
and
keeping
the
minutes
of
the
Audit
Committee
meetings,
coordinating
the
meetings
with
the
external
auditors
but
also
with
the
Financial
Director
of
Planning
and
Audit
of
the
Group
and
preparing
the
necessary
material
for
the
presentation of the issues that will be discussed during the meetings of the Audit Committee.
•
Establishment
of
an
introductory
information
program
for
the
members
of
the
Board
of
Directors,
immediately
after
the
beginning
of
their
term
of
office
and
continuous
information
and training on issues concerning the Company.
The
appointment
of
the
Company
Secretary
and
his
dismissal
is
a
matter
for
the
Board
of
Directors
as
a
collective
body.
All
members
of
the
Board
of
Directors
have
access
to
the
services
provided
by
the
Company Secretary.
Operation of the Board of Directors
The
operation
of
the
Board
of
Directors
is
described
in
detail
in
the
Charter
of
Operation
of
the
Board
of
Directors
of
the
Company.
In
these
Charter
is
described
at
least
how
the
BoD
convenes
and
takes
decisions
and
the
procedures
it
follows,
taking
into
account
the
relevant
provisions
in
the
Articles
of
Association and the mandatory law provisions. It includes the following:
•
Election of the Board of Directors
•
Members of the Board of Directors
•
Determining the independence of candidates or incumbent members of the Board of Directors
•
Term of office of the Board of Directors
•
Composition of the Board of Directors in a body
•
Responsibilities of the Board of Directors
•
Duties and behavior of the members of the Board of Directors
•
C
committees of the Boards of Directors
•
Prohibitions
•
Meetings of the Board of Directors
•
Quorum of the Board of Directors and decision making
•
Support for the operation of the Board of Directors
•
Minutes of Board meetings
•
Fit and proper Policy for members of the Board of Directors
•
Remuneration policy for members of the Board of Directors
•
Introductory information program for the members of the Board of Directors
Annual Financial Report for the period
1/1/2022 to 31/12/2022
102
The
Board
of
Directors
arrange
meetings
with
the
necessary
frequency,
in
order
to
perform
its
duties
effectively.
At
the
beginning
of
each
calendar
year,
the
Board
of
Directors
adopts
a
meeting
calendar
and
a
12-month
action
plan,
which
can
be
revised
according
to
the
developments
and
needs
of
the
Company,
so
that
its
proper,
complete
and
timely
fulfilment
of
its
duties
and
responsibilities,
as
well
as
the review of all decision-making issues is ensured.
The
evaluation
of
the
Board
of
Directors
and
its
Committees
is
carried
out
annually
using
questionnaires
completed
by
the
members
of
the
Board
of
Directors,
which
are
processed
by
the
Corporate
Secretary
and presented to the Board of Directors annually (usually at the November meeting).
After
the
assumption
of
the
duties
of
the
new
members
of
the
Board
of
Directors,
a
special
induction
program
of
the
new
members
is
implemented,
which
includes
informative
meetings,
presentations
and
discussions
with
the
key
executives
of
the
Board
in
order
to
understand
the
purpose
and
nature
of
the
work
of
the
company.
In
addition,
the
new
members
are
informed
about
their
obligations
regarding
the
Code
of
Ethics,
the
Code
of
Corporate
Governance,
the
Charter
of
Operation,
the
stock
market
legislation
and
in
general
the
policies
and
procedures
that
govern
the
operation
of
the
Company.
The
introductory
briefing program also includes meetings with the Company's regular auditors.
Information
about
the
participation
of
the
members
of
the
BoD
in
its
meetings
and
in
the
meetings
of
the Committees of article 10 of L.4706/2020 are provided in the section 15.11.
The
Board
of
Directors
met
fifteen
(15)
times
during
the
year
2022.
In
the
meetings
of
the
Board
of
Directors
that
had
as
subject
the
preparation
of
the
financial
statements
of
the
Company
or
the
agenda
of
which
included
issues
for
the
approval
of
which
the
decision
was
foreseen
by
the
General
Meeting
with
increased
quorum
and
majority,
according
to
Law
4548/2018,
the
Board
of
Directors
was
in
quorum
and at least two (2) independent non-executive members were present.
The
operation
of
the
Board
of
Directors
is
supported
by
two
Committees:
the
Audit
Committee
and
the
Nomination
and
Remuneration
Committee.
Secretary
at
both
Committees
is
the
Company’s
Secretary,
Mr. Ioannis Zakopoulos; his resume is included in the section 15.10
On 31/12/2022, the Audit Committee is established in a body as follows:
Director,
Independent
Non-Executive
Member,
Chairman
of
the
Audit
Committee
and
Member
of
the
Nomination
and Remuneration Committee
Director,
Independent
Non-Executive
Member,
Member
of the Audit Committee
Director,
Independent
Non-Executive
Member,
Member
of the Audit Committee
Annual Financial Report for the period
1/1/2022 to 31/12/2022
103
The
Audit
Committee
operates
in
accordance
with
article
44
of
law
4449/2017
as
amended
by
article
74
of
law
4706/2012,
articles
10,
15
and
16
of
law
4706/2012
and
EU
Regulation
No.
537/2014
,
the
Greek
Corporate
Governance
Code
that
the
Company
has
voluntarily
adopted
(
https://www.esed.org.gr
)
and
the
provisions
of
the
Company's
Operating
Regulations.
The
Audit
Committee
has
the
following
obligations:
a) Regarding the supervision of the regular audit:
•
Is
responsible
for
the
selection
process
of
the
regular
auditor
and
makes
proposals
to
the
Board
of
Directors
regarding
the
appointment,
reappointment
and
removal
of
the
regular
auditor,
as
well
as
for
the
remuneration
and
the
terms
of
employment
of
the
regular
auditor
under
Article
44
of
the
"Audit
Committee".
Law
4449/2017
and
article
16
of
Regulation
(EU)
537/2014
which
will be approved by the General Assembly.
•
Examines
and
monitors
the
independence
of
the
regular
auditor
and
the
objectivity
and
effectiveness
of
the
audit
process,
taking
into
account
the
relevant
professional
and
regulatory
requirements in Greece.
•
Examines
and
monitors
the
provision
of
additional
services
to
the
Company
by
the
auditing
company
to
which
the
regular
auditor/s
belongs
for
this
purpose,
has
developed
and
implements
a
procedure
for
approving
the
provision
of
non-auditing
services
by
the
auditing
company
that
performs
the
statutory
audit
of
the
individual
and
consolidated
financial
statements
of
the
Group
companies and supervises its implementation.
•
Reviews
the
financial
reports
before
their
approval
by
the
Board
of
Directors
in
order
to
assess
their
completeness
and
consistency
in
relation
to
the
information
provided
as
well
as
the
accounting principles applied by the Company and informs accordingly the Board of Directors.
•
Arranges
meetings
with
the
Management
/
competent
executives
during
the
preparation
of
the
financial
reports
as
well
as
the
certified
auditor
during
the
planning
and
control
stage,
during
its
execution as well as during the preparation stage of the audit reports.
•
It
is
informed
about
the
procedure
and
the
schedule
for
the
preparation
of
the
financial
information
by
the
Management
and
about
the
annual
program
of
mandatory
audit
by
the
certified auditor.
•
Receives
from
the
regular
auditor
a
supplementary
report
pursuant
to
Article
11
of
Regulation
(EU)
537/2014
which
includes
the
results
of
the
statutory
audit
and
any
weaknesses
in
the
internal
control
system,
in
particular
the
weaknesses
of
the
financial
reporting
procedures
of
the
financial
statements
and
informs
the
Chairman,
the
CEO
and
the
Board
of
Directors
of
the
company.
•
Informs
the
BoD
about
the
outcome
of
the
statutory
audit
and
explains
how
the
statutory
audit
contributed
to
the
integrity
of
the
financial
information
and
what
the
EU's
role
was
in
the
process.
•
Monitors
the
performance
of
the
external
auditors
taking
into
account
any
findings
and
conclusions
of
the
competent
authority
in
accordance
with
paragraph
6
of
Article
26
of
Annual Financial Report for the period
1/1/2022 to 31/12/2022
104
Regulation (EU) No. 537/2014.
b)
With
regard
to
the
financial
information
process
and
the
system
of
internal
control,
regulatory
compliance and risk management, the Audit Committee:
•
Monitors
the
financial
information
process
and
submits
recommendations
or
proposals
to
ensure
its integrity and the reliability of the Company's financial statements.
•
Supervises
any
official
announcement
regarding
the
financial
performance
of
the
Company
(announcements,
press
releases),
informs
the
Board
of
Directors
about
its
findings
and
submits
improvement proposals if it deems necessary.
•
Inspects
the
Company's
internal
financial
controls
and
monitors
the
effectiveness
of
the
Company's
internal
control,
regulatory
compliance
and
risk
management
systems.
To
this
end,
the
Audit
Committee
periodically
reviews
the
company's
internal
control
and
risk
management
system
to
ensure
that
key
risks
are
properly
identified,
addressed
and
disclosed.
It
informs
the
Board
of
Directors
of
its
findings
and
submits
proposals
for
improvement
if
it
deems
it
necessary.
•
Examines and evaluates in detail important issues such as:
➢
Significant
judgments,
assumptions
and
estimations
in
the
preparation
of
the
financial
statements
➢
The valuation of assets at fair value.
➢
Assessing the recoverability of assets.
➢
The adequacy of disclosures about the significant risks faced by the Company.
➢
The significant transactions with related parties.
➢
The significant unusual transactions.
➢
Adherence
to
accounting
principles
and
standards
and
any
changes
from
the
previous
year.
•
Examines
conflicts
of
interest
during
the
Company's
transactions
with
related
parties
and
submits relevant reports to the Board of Directors,
•
Examines
the
existence
and
content
of
those
procedures,
according
to
which
the
Company's
employees
may,
in
confidence,
express
their
concerns
about
possible
illegalities
and
irregularities
in
matters
of
financial
information
or
other
issues
related
to
the
operation
of
the
Company.
The
Audit
Committee
ensures
that
there
are
procedures
for
the
effective
and
independent investigation of such issues, as well as for their appropriate treatment.
•
Examines
the
regulatory
compliance
system
that
includes
the
establishment
and
implementation
of
appropriate
and
up-to-date
procedures,
in
order
to
achieve
in
time
the
full
and
continuous
compliance
of
the
Company
with
the
applicable
regulatory
framework
and
to
have
at
all
times
a complete picture of the degree of achievement of this purpose.
•
Examines
the
policy
and
procedure
for
conducting
periodic
evaluation
of
the
internal
control
system
by
persons
who
have
proven
relevant
professional
experience
and
do
not
have
dependency relationships according to article 14 of Law 4706/2020.
c) Regarding the supervision of the Internal Audit Department, the Audit Committee:
Annual Financial Report for the period
1/1/2022 to 31/12/2022
105
•
Ensures
the
efficient
operation
of
the
Internal
Audit
Department
in
accordance
with
standards
for the professional implementation of internal audit.
•
Identifies
and
examines
the
operating
regulations
of
the
Company's
Internal
Audit
Department.
•
Monitors
and
inspects
the
proper
functioning
of
the
Internal
Audit
Department
and
examines
the quarterly audit reports of the Directorate.
•
Ensures
the
independence
of
internal
control,
proposing
to
the
Board
of
Directors
the
appointment and dismissal of the head of the Internal Audit Department.
•
Has
regular
meetings
with
the
head
of
the
Internal
Audit
Department
to
discuss
issues
within
his competence as well as problems that may arise from the internal audits.
•
The
head
of
the
Internal
Audit
Department
reports
administratively
to
the
Chief
Executive
Officer
and functionally to the Audit Committee.
•
The
head
of
the
Internal
Audit
Department
submits
to
the
Audit
Committee
an
annual
audit
program
and
the
requirements
of
the
necessary
resources
as
well
as
the
consequences
of
limiting
the
resources
or
the
audit
work
of
the
unit
in
general.
The
annual
audit
program
is
prepared
based
on
the
assessment
of
the
Company's
risks
after
taking
into
account
the
opinion
of the Audit Committee. The annual audit program is approved by the Board of Directors.
•
Receives
quarterly
from
the
Director
of
Internal
Audit
a
report
on
the
progress
of
the
work
of
the
Internal
Audit
Department
of
the
Company
and
presents
it
to
the
Board
of
Directors
of
the
Company along with its observations and findings.
d) Regarding sustainable development
•
Includes in the report of activities submitted to the annual ordinary General Assembly Meeting,
a description of the sustainable development policy followed by the Company.
The
operation
of
the
Audit
Committee
is
described
in
detail
in
the
Charter
of
Operation
of
the
Audit
Committee
(Audit
Committee
Charter)
approved
by
the
Board
of
Directors
of
the
Company
and
uploaded
on
the
Company's
website
(
http://www.fourlis.gr
).
The
Audit
Committee
shall
use
any
resources
it
deems appropriate to fulfill its purpose, including the services of external consultants.
Information
on
the
participation
of
members
in
the
meetings
of
the
Audit
Committee
is
given
in
section
15.11.
The
discussions
and
decisions
of
the
Audit
Committee
are
recorded
in
minutes
according
to
article
74
of
L.4706
/
2020,
which
are
approved
via
electronic
mail
by
the
present
members,
according
to
article
93
of L.4548 / 2018. The Secretary of the Board of Directors acts as Secretary of the Audit Committee.
For
the
year
2022,
the
Audit
Committee
has
prepared
an
Annual
Report
of
Proceedings
to
the
ordinary
General
Meeting
of
Shareholders
of
the
Company
which
is
included
in
section
17
of
the
Management
Report of the Board of Directors.
In
the
context
of
its
role,
the
Audit
Committee
for
the
year
ended
on
31/12/2022,
approved
the
receipt
of
non-audit
services,
in
order
to
ensure
the
independence
of
the
Certified
Auditors.
For
the
Group,
the
percentage
of
other
fees
(Non-audit
services)
in
relation
to
the
audit
services
amounted
to
8%
and
for
the Company to 7%.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
106
Nominations and Remuneration Committee
The Committee for the Promotion of Nominations and Remuneration is established a Body as follows:
Independent
Vice
Chairman,
Senior
Independent
Member,
Independent
Non-Executive
Member,
Member
of the Nomination and Remuneration Committee
Director,
Independent
Non-Executive
Member,
Chairman
of
the
Audit
Committee
and
Member
of
the
Nomination
and Remuneration Committee
Director,
Independent
Non-Executive
Member,
Member
of the Nomination and Remuneration Committee
The
Committee
for
the
Promotion
of
Nominations
and
Remuneration
of
the
Company
has
been
established
in
order
to
support
the
Board
of
Directors,
in
the
fulfillment
of
its
obligations
to
the
shareholders,
regarding
the
assurance
that
the
nomination
of
candidates
for
the
Board
of
Directors
is
done
in
a
meritocratic
and
objective
manner,
so
that
the
smooth
succession
of
its
members
as
well
as
the
top
executives
with
the
aim
of
the
long-term
success
of
the
Company
is
guaranteed.
In
the
context
of
its
role,
the
Nominations
and
Remuneration
Committee
identifies
and
proposes
to
the
Board
of
Directors
persons
suitable
for
the
acquisition
of
the
status
of
a
member
of
the
Board
of
Directors,
based
on
a
procedure
provided
in
its
Charter
of
Operation.
For
the
selection
of
the
candidates,
it
takes
into
account
the
factors
and
criteria
determined
by
the
Company,
in
accordance
with
the
Fit
&
Proper
Policy
that it adopts.
The
Nominations
and
Remuneration
Committee
formulates
proposals
to
the
Board
of
Directors
regarding
the
Remuneration
Policy
submitted
for
approval
to
the
General
Meeting
(law
4548/2018,
no.
112)
and
the
remuneration
of
persons
falling
within
the
scope
of
the
Remuneration
Policy
and
executives
of
the
Company,
in
particular
the
head
of
the
internal
control
unit
and
examines
the
information
included
in
the
final
draft
of
the
annual
remuneration
report,
providing
its
opinion
to
the
Board
of
Directors
before
submitting
the
report
to
the
General
Meeting.
The
remuneration
policies
and
practices
adopted
by
the
Company
are
characterized
by
fairness
and
responsibility
and
clearly
link
the
performance
of
the
Company with that of the individual.
In the context of its role, the Nomination and Remuneration Committee:
•
Participates
in
the
determination
of
the
selection
criteria
and
the
procedures
of
promotion
of
the members of the Board of Directors.
•
Submits proposals for the Diversity Policy including gender balance.
•
Submits
proposals
to
the
Board
of
Directors
for
the
nomination
of
its
candidate
members
in
the
Annual Financial Report for the period
1/1/2022 to 31/12/2022
107
context of the approved Eligibility Policy.
•
Carries
out
the
process
of
determining
and
selecting
candidate
members
of
the
Board
of
Directors within the approved Fit & Proper Policy.
•
Submits
proposals
to
the
Board
of
Directors
for
the
revision
of
the
Fit
&
Proper
Policy
if
required.
•
Periodically
evaluates
the
size
and
composition
of
the
Board
of
Directors
and
submits
proposals
for consideration regarding its desired profile.
•
Evaluates
the
existing
balance
of
qualifications,
knowledge,
views,
skills,
experience
related
to
corporate
goals
as
well
as
between
the
sexes
and
based
on
this
evaluation,
describes
the
role
and skills required to fill vacancies.
•
Informs
the
Board
of
Directors
about
the
results
of
the
implementation
of
the
Fit
&
Proper
Policy
of
the
members
of
the
Board
of
Directors
and
the
taking
of
any
measures
in
case
of
deviations.
•
Examines the Annual Remuneration Report of the members of the Board of Directors.
•
Submits
proposals
to
the
Board
of
Directors
regarding
the
remuneration
of
the
members
of
the
Board of Directors within the approved Remuneration Policy.
•
Submits
proposals
to
the
Board
of
Directors
for
the
revision
of
the
Remuneration
Policy
if
required.
•
Informs
the
Board
of
Directors
about
the
results
of
the
implementation
of
the
Remuneration
Policy
of
the
members
of
the
Board
of
Directors
and
the
taking
of
any
measures
in
case
of
deviations.
•
Submits
proposals
to
the
Board
of
Directors
regarding
the
remuneration
of
the
Company's
executives, in particular the head of the internal control unit.
Information
on
the
participation
of
members
in
the
meetings
of
the
Nomination
and
Remuneration
Committee is given in section 15.11
The
operation
of
the
Nominations
and
Remuneration
Committee
of
the
Board
of
Directors
is
described
in
detail
in
the
Charter
of
Operation
of
the
Committee
approved
by
the
Board
of
Directors
of
the
Company
and
uploaded
on
the
Company's
website
(
http://www.fourlis.gr
).
The
Nominations
and
Remuneration
Committee
uses
any
resources
it
deems
appropriate
to
fulfill
its
purpose,
including
services
by
external
consultants.
In
addition
to
the
above
Committees
of
the
Board
of
Directors,
an
Executive
Committee
has
been
established
and
operates
in
the
Company
with
advisory
and
recommendatory
character
as
well
as
executive,
to
the
extent
that
it
is
assigned
specific
executive
responsibilities
by
the
Board
of
Directors.
The
Executive
Committee
includes
the
Executive
Members
of
the
Board
of
Directors,
the
Managing
Directors
of
its
important
subsidiaries
and
the
Managers
of
Human
Resources,
IT,
Development
and
Personal
Data
Protection
and
Finance
(Planning
and
Control
and
Corporate
Governance)
and
Finance
(Treasury Management, Investor Relations and Financial Risk Management).
Information
on
the
number
of
shares
held
by
the
members
of
the
Board
of
Directors
and
the executives of the Company
Annual Financial Report for the period
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Information
on
the
number
of
shares
held
by
the
members
of
the
Board
of
Directors
and
the
executives
of the Company
are stated in section 15.12.
The Company's Corporate Governance System includes
:
•
Anti-Discrimination Policy, Policy against violence and harassment at work
•
Suppliers’ Code of Conduct
•
Human Rights Policy
•
Diversity Policy
•
Sustainability Policy
•
Related Party Transfer Pricing Policy
•
Policy and Procedures for the Prevention, Detection and Management of Conflicts Interest
•
Remuneration Policy
•
Fit and Proper Policy
•
Code of Conduct
•
Internal Regulation Charter
•
Risk Management System
•
Internal Control System
•
Regulatory Compliance System
•
Supplier Acceptance due Diligence Policy
•
Internal Audit Unit
•
Investors Relations and Corporate Announcements
In more details:
Policy on fighting discrimination, violence and harassment at the workplace
The
Company
has
established
and
implements
the
Policy
on
fighting
discrimination,
violence
and
harassment
at
the
workplace.
Aim
of
the
Policy
is
the
further
support,
at
the
Group’s
working
environment,
of
a
respect
climate,
in
the
framework
of
which
human
dignity
and
the
right
of
each
individual
to
a
working
world
without
discrimination,
violence
and
harassment
is
promoted
and
guaranteed.
The
Group
states
that
it
recognizes
and
respects
the
right
of
its
entire
human
resources
department
to
a
working
environment
without
discrimination,
violence
and
harassment,
as
well
as
that
it does not bear any such behavior of any kind or form, by any person at all.
The
effective
implementation
of
the
Policy
constitutes
the
responsibility
of
the
entire
human
resources
of the Group.
Parallel
to
that,
the
Group
has
designed
and
implements
a
Human
Rights
Policy,
which
constitutes
for
the
Group
one
more
medium
of
compliance
notice
with
the
applicable
laws
in
force
and
with
the
international
standards
and
guidelines,
making
clear
that
the
Group
respects
the
Human
Rights
and
does not show any tolerance to any form of their violation.
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In
the
implementation
scope
of
the
Policy
shall
fall
the
members
of
the
Board
of
Directors,
the
executive
directors,
and
all
human
resources
of
the
Group,
irrespective
of
their
contractual
status,
including
the
employees
working
under
a
work
contract,
a
contract
for
the
provision
of
independent
services,
on
a
salaried
assignment
basis,
the
employees
working
through
third
service
providers,
as
well
as
the
individuals
attending
training
programs,
including
the
trainees
and
apprentices,
volunteers,
workers
whose
employment
contract
has
expired,
as
well
as
individuals
applying
for
a
job,
but
also
individuals
having
transactions
or
cooperating
with
the
Group.
Especially,
the
employees
under
a
work
contract,
a
contract
for
the
provision
of
independent
services,
as
well
as
individuals
concluding
transactions
or
cooperating
with
the
Group
are
bound
by
the
Policy,
in
accordance
with
the
special
provisions
included
in the contracts executed between these individuals and the Group.
All
members
of
the
Group’s
human
resources
confirm
that
they
have
become
aware
of
the
Policy’s
content.
The
Policy
shall
always
be
uploaded
and
freely
accessible
in
the
Group’s
communication
media
(such as for example: F2F, announcement boards, Group’s and Companies’ sites)
.
The
forms
of
behavior
prohibited
by
this
Policy
include
the
following
behaviors,
but
shall
not
be
limited
to these:
-
Unreasonable
demands
by
senior
officers
(demands
that
are
not
associated
with
work
obligations);
-
Insult or circulation of insulting or obscene material;
-
Suggestive
remarks,
mockery,
obscene
or
sexual/racist
jokes
or
comments
or
use
of
insulting
language;
-
Use
of
insulting
language
describing
a
person
with
disability
or
mocking
a
person
with
a
disability;
-
Comments
for
the
external
appearance
or
for
somebody’s
character,
that
cause
shame
or
embarrassment;
-
Unwanted following, stalking, persecution and unwelcome verbal or physical/sexual attention;
-
Sending
of
unwanted
messages
with
sexually
explicit
content
via
SMS,
e-mail,
social
media
networks, by fax or post or making threatening phone calls.
-
Insulting
and
persisting
questions
about
age,
family
status
of
a
person,
his/her
personal
life,
his/her
sexual
interests
or
orientation,
as
well
as
similar
questions
about
gender
or
nationality
of a person, also including his/her cultural identity and religion;
-
Unwanted sexual gestures or pressing “proposals” for dates or threats;
-
Suggestive
remarks
and
hints
that
the
sexual
favors
of
a
person
may
promote
his/her
career,
or the rejection of making a sexual relationship may adversely affect his/her career;
-
Wicked
looks,
rude
gestures,
touches,
friendly
and
intimate
pats
on
the
back,
or
any
kind
of
unwanted physical contact;
-
Spreading
of
malicious
comments
or
insult
of
a
person,
mainly
due
to
discrimination
on
grounds
of
age,
race,
gender
change,
kind
of
marriage,
civil
partnership,
pregnancy
and
maternity,
gender, any kind of disability, the person’s sexual preferences, religion or beliefs;
-
Outbursts
of
anger
against
a
person,
exercise
of
a
persisting
or
undue
criticism,
the
exclusion
from social events, work-team meetings, discussions and collective decisions or scheduling.
The
forms
of
behavior
that
fall
within
the
Policy,
may
be
expressed
during
the
execution
of
the
work,
either connected with it, or arising from it. These may take place
:
Annual Financial Report for the period
1/1/2022 to 31/12/2022
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-
At
the
workplace,
including
public
and
private
areas
and
areas
where
the
employee
executes
its
work,
receives
remuneration,
takes
his/her
break,
especially
for
rest
or
for
lunch,
areas
of
personal
hygiene and care, restrooms or accommodation provided by the employer
;
-
During
the
transfers
from
and
to
work,
the
other
transfers
for
professional
purposes
(travels,
training), as well as during events and social activities associated with the work; and
-
During
communications,
associated
with
the
work,
including
those
made
via
information
and
communication technology.
The
Group
explicitly
states
that
it
is
committed
to
undertake
all
necessary
measures
for
the
dealing
with
and
elimination
of
discrimination,
violence
and
harassment
at
the
work-field,
aiming
at
guaranteeing
a
work
environment,
that
respects,
promotes
and
ensures
the
right
of
every
person
at
a
workplace
without
discrimination, violence, and harassment
.
Taking
into
account
the
working
conditions,
the
educational
and
social
niveau
of
the
Group’s
human
resources,
the
experience
until
today
in
relation
to
such
incidents,
but
also
the
practices
implemented
by
the
Group
at
an
international
and
local
level,
as
well
as
the
values
that
govern
it,
the
risks
of
discrimination, violence and harassment are deemed to be limited
.
The
Group
clearly
and
unequivocally
states
its
zero
tolerance
to
any
form
of
discrimination,
violence,
and harassment, expressed during work, either associated with it or arising from it
.
Suppliers’ Code of Conduct
The
Code
has
a
unique
goal
to
provide
guidelines
in
relation
to
the
business
conduct
of
the
Group’s
suppliers.
If
the
contract
already
concluded
between
the
Group
and
the
Supplier
contains
stricter
terms
than those included in the Code, then the terms and provisions of the contract shall prevail.
The
suppliers/partners
are
obliged
to
promote
and
care
about
the
guarantee
and
protection
of
the
human
rights,
the
respect
at
the
workplace,
as
well
as
the
honest
conduct
and
uprightness
among
the
co-workers
.
They
are
obliged
to
adopt
policies,
procedures
and
practices
that
recognize,
encourage,
and
appreciate
diversity,
different
views
and
experiences,
whereas
at
the
same
time
support
the
honest
and
mutual communication always in a spirit of adaptability, conciliation and compromise.
Any
form
of
forced
labour
constitutes
a
violation
of
human
rights
and
the
Group’s
suppliers
should
prohibit
it.
The
provision
of
work
must
be
characterized
by
freedom
and
be
made
according
to
the
laws
of
the
country
where
the
suppliers
run
their
business.
Further,
the
Suppliers
should
strictly
prohibit
the
employment
of
individuals
who
are
under
the
lawful
limit
of
adulthood,
pursuant
to
the
applicable
laws
.
The
working
hours,
the
licenses
and
the
overtime
of
the
Supplier’s
personnel
should
comply
with
the
relevant
national
laws
and
a
respect
to
the
relevant
workers’
rights
should
exist.
The
employment
terms
should
be
fair
and
reasonable
and
in
compliance
with
the
forecasts
of
the
applicable
labour
laws.
The
remuneration
to
the
human
resources
of
the
Supplier
should
be
paid
in
accordance
with
the
terms
and
provisions of the applicable labour laws.
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1/1/2022 to 31/12/2022
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The
equal
and
fair
behavior
and
conduct
to
the
workers
should
characterize
the
Group’s
Suppliers.
They
must
show
zero
tolerance
to
any
form
of
discrimination,
verbal
or
other
harassment,
or
violence
in
the
workplace.
They
must
comply
with
the
applicable
laws
on
the
provision
of
equal
opportunities
of
employment,
also
including
those
related
to
the
prohibition
of
discrimination,
harassment,
and
insulting
treatment phenomena.
The
application
of
hygiene
and
safety
rules
for
human
resources
at
the
workplace
is
necessary
for
the
protection of human life
.
All
Suppliers
must
not
allow
their
human
resources
to
consume
alcohol
or
drugs
during
work.
The
abuse
of
alcohol,
drugs
and
other
psychotropic
substances
at
the
workplace
may
cause
a
severe
problem
to
the health, safety, and work performance.
The
guarantee
of
compliance
with
the
national
and
international
institutional
and
regulatory
framework
constitutes the obligation of the Group’s Suppliers
.
The
Group’s
Suppliers
must
show
zero
tolerance
to
any
form
of
bribery,
corruption,
and
fraud
.
They
are
obliged
to
have
established
and
apply
policies
and
procedure
on
the
preventive
and
repressive
treatment
of any such incident.
The
Suppliers
are
obliged
to
make
any
effort
so
that
circumstances
that
might
be
considered
as
resulting
in conflict of interest between the companies and the Group are prevented.
The
Group’s
Suppliers
must
comply
with
the
rules
regulating
the
trade’s
practices,
the
competition,
and
prohibit
the
creation
of
monopolies.
They
are
obliged
to
abstain
from
any
behavior
that
could
be
considered as unfair competition pursuant to the relevant laws.
Provided
that
the
Suppliers,
due
to
the
nature
of
the
service
or
the
product
provided
to
the
Group,
acquire
access
to
confidential
or
secret
Group’s
information,
they
are
obliged
to
keep
these
information
secret and confidential.
The
Suppliers
are
obliged
to
respect
and
not
allow
any
act
that
constitutes
a
breach
of
the
Group’s
rights
in
relation
to
its
facilities
or
regarding
its
intellectual
property
.
In
this
respect
they
are
obliged
to
ensure
the implementation of the relevant laws.
The
products
or
the
services
offered
by
the
Suppliers
to
the
Group
must
comply
with
the
specifications
and the safety requirements, specified by national laws
.
The
Suppliers
are
obliged
to
comply
with
the
applicable
laws
on
environmental
protection,
and
make
any
possible
effort
in
order
to
reduce
their
environmental
footprint,
via
proper
management
and
processing
of
natural
resources
and
mediation
of
greenhouse
gas
emissions,
aiming
at
the
limitation
of
the
relevant
effects
on
the
environment
and
society
in
general
and
at
the
contribution
to
tackling
the
climate change phenomenon.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
112
In
FOURLIS
Group
we
operate
responsibly,
we
are
constantly
evolving
and
we
proceed
in
all
the
countries
where
we
operate
with
a
commitment
to
our
Values
and
driven
by
respect
for
our
employees
and
all
of
our
stakeholders,
the
support
of
society
and
the
protection
of
the
environment,
aiming
at
sustainable development on an economic, social and environmental level.
Our Values are: Integrity, Respect, Efficiency.
Our Vision is: Passion for a better life!
Our
Mission
is:
To
create
superior
value
for
our
customers,
people,
shareholders
and
society,
by
delivering goods and solutions for better living.
Respect
for
Human
Rights
is,
for
the
companies
of
the
FOURLIS
Group,
an
issue
of
fundamental
importance, as is also evident in the principles of our Group: Integrity, Respect, Efficiency.
We
are
committed
to
applying
both
basic
international
human
rights
principles
and
national
legislation
in the countries in which we operate.
We are committed to ensuring that all people are treated fairly, with dignity and respect.
We
are
committed
to
ensuring
an
equal
opportunity,
discrimination
and
a
non-harassment
work
environment for all our employees.
We
are
committed
to
promoting
the
respect
and
protection
of
Human
Rights,
both
within
the
Company's
internal environment and in our sphere of influence with stakeholders.
For
the
FOURLIS
Group,
the
protection
of
Human
Rights
is
part
of
its
culture
and
a
strong
priority,
both
at the level of Management and employees.
Policy of equal opportunities and diversity
Aiming
at
the
promotion
of
an
appropriate
diversity
at
the
Board
of
Directors
and
a
multi-diverse
group
of
members,
the
Company
applies
an
Equal
Opportunities
and
Diversity
Policy
by
the
appointment
of
the
new
members
of
the
BoD.
The
current
applicable
Equal
Opportunities
and
Diversity
Policy
is
uploaded
on the Company’s website (
http://www.fourlis.gr
) and briefly includes the following:
The
Company
is
committed
to
provide
equal
opportunities
for
all
employees
and
qualified
applicants
for
employment,
at
all
levels
of
hierarchy,
regardless
of
race,
color,
religion,
national
origin,
gender,
sexual
orientation,
age,
disability,
marital
status,
or
any
other
characteristic
protected
by
law.
The
Company
expressly prohibits any discrimination or harassment based on these factors.
The
Company
ensures
that
all
employment
decisions,
including
but
not
limited
to
those
involving
recruitment,
hiring,
promotion,
training,
compensation,
benefits,
transfer,
disciplinary
offences,
and
dismissals, are free from unlawful discrimination.
The
Group
encourages
a
safe
and
healthy
work
environment,
free
from
discrimination,
harassment
and
retaliation.
All
employment-related
decisions
are
based
on
an
individual
qualification,
performance
and
conduct.
The
Company
will
provide
for
appropriate
adjustments
for
qualified
employees
with
a
disability
pursuant
to the law, face and manage cases of any disability of employees on a case-by-case basis.
With
a
view
to
achieving
a
sustainable
and
balanced
development,
the
Company
sees
increasing
diversity
at
the
Board
of
Directors
as
an
essential
element
in
supporting
attainment
of
its
strategic
objectives
and
Annual Financial Report for the period
1/1/2022 to 31/12/2022
113
its
sustainable
development.
Based
on
this
direction,
the
Company
has
a
Fit
and
Proper
Policy
for
the
members
of
the
Board
of
Directors
in
harmonization
with
the
requirements
of
Law
4706/2020,
the
basic
principles of which are presented in this Corporate Governance Statement.
Regarding
the
Senior
Executive
Officers
but
also
the
members
of
the
remaining
levels
of
the
Company’s
hierarchy,
certain
minimum
qualifications
that
these
individuals
should
possess,
include
strong
values
and
discipline,
high
ethical
standards,
and
a
commitment
to
full
support
to
the
structures
and
procedures
of
the
Company.
The
Candidates
should
possess
individual
skills,
experience
and
demonstrated
abilities
that help meet the Company’s short-term planning and strategy.
The
diversity
at
the
Senior
Executive
Officers’
level
and
among
the
members
of
the
remaining
Company’s
hierarchy
levels
is
based
on
a
number
of
aspects,
including
but
not
limited
to
gender,
age,
cultural
and
educational
background,
ethnicity,
professional
experience,
skills,
knowledge
and
length
of
previous
employment.
All
Board
&
Senior
Executive
Officers
appointments
and
the
appointments
of
the
members
at
all
remaining
levels
of
the
Company’s
hierarchy
should
be
based
on
meritocracy,
and
candidates
should
be
considered
based
on
objective
criteria,
taking
always
into
account
the
benefits
of
the
Company’s
diversity.
Below,
data
on
the
representation
proportion
of
Board
members
and
Senior
Executives
per
gender
and
age are presented:
Representation percentages by gender and
age of the Board of Directors and the
management of FOURLIS HOLDINGS SA
SUSTAINABLE DEVELOPMENT POLICY
Annual Financial Report for the period
1/1/2022 to 31/12/2022
114
At
FOURLIS
Group
we
operate
responsibly
and
we
constantly
evolve,
in
all
the
countries
of
activity,
while
being
committed
to
our
Values
and
having
as
a
priority
the
respect
for
all
our
people
and
stakeholders,
the
support
of
the
society
and
the
protection
of
the
environment,
aiming
at
sustainable
development
at
a financial, social and environmental level.
Our Values
Integrity, Respect, Efficiency
Our Mission
To
create
superior
value
for
our
customers,
people,
shareholders
and
society,
by
delivering
goods
and
solutions for better living.
For Our People
• We aim at creating and safeguarding employment positions, through the development of our
activities in Greece and abroad.
• We respect, protect and promote the internationally recognized human rights through the policies
we adopt and the initiatives we take.
• We offer a work environment of meritocracy and equal opportunities, with policies of fair
recruitment, reward and personal development for all our employees, without any discrimination.
• We invest in the continuous training and development of our human resources, as well as in their
systematic and meritocratic evaluation.
• We apply a Health and Safety Policy for all the Group’s companies in all the countries of activity,
providing a healthy and safe working environment.
• We offer health benefits to our employees and personalized support to those affected by natural
disasters or in cases of serious health issues.
• We encourage and promote employees’ volunteerism.
For the Society
•
We
constantly
get
informed
about
the
needs
of
the
citizens
and
the
societies
in
which
the
Group
operates, through established communication and consultation channels.
•
We
evaluate
and
prioritize
those
needs
and
then
we
design
and
implement
programs
and
actions
as
we
target
to
meet
the
real
and
most
important
needs
of
each
local
community,
taking
into
account
the
number of beneficiaries as well as the nature of our activities.
•
We
implement
social
actions
which
are
in
line
with
the
social
responsibility
strategy
of
our
Group
(support of vulnerable social groups and especially children).
•
We
respond
to
emergencies
(e.g.
pandemic,
natural
disasters),
beyond
the
standard
social
responsibility planning.
For the Market
Economic Growth
Annual Financial Report for the period
1/1/2022 to 31/12/2022
115
•
We
aim
at
achieving
positive
financial
results,
at
continuing
strictly
chosen
investments
and
at
exploiting new investment opportunities.
•
We
invest
in
technology
and
at
upgrading
our
services,
following
the
fast
changes
in
consumer
habits,
but
also
in
the
nature
of
the
retail
sector,
seeking
to
meet
the
growing
expectations
of
consumers
and
to create a positive experience for the customer.
•
We
aim
at
the
continuous
improvement
of
the
relations
with
our
suppliers,
through
the
communication
of
the
terms
of
cooperation
and
the
main
framework
of
principles
and
values
that
should
govern
our
cooperation.
• We offer quality and affordable products.
Corporate Governance
•
We
comply
with
the
law
and
apply
internal
safeguards
to
ensure
compliance
with
the
rules
that
concern the activity of all Group companies.
• We have developed and implement a Code of Conduct and related policies.
• We have adopted the Greek Corporate Governance Code for listed companies.
•
We
adopt
a
corporate
structure
and
governance
that
allows
a
close
relation
with
investors,
aiming
at
creating superior value for shareholders.
• We assess and manage business risks aiming to safeguard the interests of all our stakeholders.
•
We
have
committees,
we
take
measures
and
follow
policies
and
procedures
to
enhance
transparency,
to
prevent
and
combat
fraud,
corruption
and
bribery
and
generally
any
conduct
that
is
opposed
to
the
Code of Conduct.
Health, Safety and Accessibility of Customers and Visitors
•
We
apply
a
Health
and
Safety
Policy
for
all
FOURLIS
Group
companies
in
all
the
countries
of
operation.
• We provide a healthy and safe environment for partners and visitors at our facilities.
•
We
provide
for
the
safe
accommodation
and
transportation
of
people
with
disabilities
at
our
facilities.
• The products sold by FOURLIS Group companies meet the international quality and safety standards
For the Εnvironment
•
We
implement
actions
for
the
protection
of
the
environment
that
are
not
limited
to
those
dictated
by
the legislation.
•
We
focus
on
actions
aiming
at
the
reduction
of
our
environmental
impact,
at
responsible
energy
management
and
reduction
of
greenhouse
gas
emissions,
at
saving
and
recycling
natural
resources
and
at responsible water consumption.
• We offer products that contribute to a sustainable lifestyle.
•
We
raise
awareness
of
employees
and
the
public
on
environmental
protection
and
the
adoption
of
a
responsible way of life.
For
all
the
above
issues,
we
set
individual
sustainable
development
goals,
which
we
evaluate
on
an
annual
basis
in
terms
of
their
effectiveness
and
review
them,
when
and
where
necessary,
aiming
at
our
continuous improvement.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
116
Moreover at FOURLIS Group
•
Since
2008,
FOURLIS
Group
is
an
official
member
of
the
United
Nations
Global
Compact,
thus
we
are
committed to adopting, supporting and promoting its 10 Principles through our business.
•
We
perform
a
materiality
analysis,
in
the
context
of
continuously
improving
the
Group's
approach
to
sustainable
development
and
social
responsibility
topics,
in
order
to
prioritize
the
Group's
topics
with
the
most
significant
economic,
social
and
environmental
impacts,
but
also
those
that
significantly
influence
its stakeholders.
•
We
link
the
Group’s
material
issues
to
the
Sustainable
Development
Goals
(SDGs)
of
the
UN,
contributing to their achievement through responsible operation, our programs and the related results.
•
We
inform
our
stakeholders
about
the
conducted
work
in
the
field
of
Sustainable
Development,
publishing
an
annual
report
in
accordance
with
internationally
accepted
Sustainable
Development
standards.
The
Management
is
committed
to
the
implementation
of
the
Sustainable
Development
Policy,
at
all
levels, companies and activity sectors of the Group.
Policy of Transfer Pricing transactions with related parties
The
policy
of
conducting
transactions
between
subsidiaries
of
the
Company
and
related
parties
aims
at
the
timely
information
of
the
desired
transaction
and
approval
obtaining
before
its
implementation.
The
policy
applies
at
any
transaction
value.
In
case
of
existing
transactions,
approval
is
required
for
substantial
modification
of
contract
terms
in
force
(new
customer,
new
transaction,
term
extension,
credit terms amendment, pricing conditions amendment etc).
The
Company
follows
the
rules
regarding
the
transparency,
the
independent
financial
management,
the
accuracy and the correctness of its transactions.
Related
parties,
in
relation
to
the
Company,
are
considered
the
persons
defined
as
affiliated
with
it
according
to
International
Accounting
Standard
24
as
well
as
the
legal
entities
controlled
by
them,
in
accordance with International Accounting Standard 27.
Transactions
between
the
Company
and
its
affiliates
are
made
at
a
price
or
consideration
which
is
proportional
to
what
would
have
been
paid
if
the
transaction
had
taken
place
with
another
natural
or
legal
person,
under
market
conditions
prevailing
at
the
time
of
the
transaction
and
in
particular
proportional
to
the
price
or
consideration
agreed
by
the
Company,
when
trading
with
any
third
party,
in
accordance with the relevant provisions of the relevant legislation
Information
on
the
above
transactions
is
included
in
the
Management
Report
of
the
Board
of
Directors
and in the Notes on the Financial Statements.
Policy and Procedures for the Prevention, Detection and Management of Conflicts Interest
The
Company
has
and
implements
a
Conflict-of-Interest
Policy
in
accordance
with
article
14
of
Law
4706/2020;
any
revision
of
this
Policy
should
be
approved
by
the
Company’s
Board
of
Directors.
This
Annual Financial Report for the period
1/1/2022 to 31/12/2022
117
Conflict
of
Interest
Policy
determines
the
circumstances
constituting
or
possibly
resulting
in
a
conflict
of
interest,
whereas,
further
specifies
the
procedures
that
must
be
followed
and
the
measures
that
must
be
taken
for
the
mitigation,
the
management
and
the
resolution
and
settlement
of
each
such
conflict
of
interest
that
may
arise.
Through
this
Policy
instructions
to
the
Board
of
Directors,
the
Executive
Committee,
the
management
and
all
employees
of
the
Company
regarding
the
detection
and
the
management of conflicts of interests are essentially provided.
The
Company
seeks
to
avoid
conflicts
of
interest
to
ensure
that
it
continues
to
operate
in
accordance
with
its
purpose.
In
any
case,
it
takes
all
necessary
measures
to
prevent
conflicts
of
interest
and,
if
such
conflicts
arise,
it
acts
immediately
to
manage
and
limit
them
by
providing
mitigation
and
resolution
measures and applying the necessary controls, in accordance with
the
provisions of the above Policy.
Every
member
of
the
Board
of
Directors
and
every
third
person
to
whom
responsibilities
have
been
assigned
by
the
Board
of
Directors,
have
an
obligation
of
loyalty
to
the
Company
and
must
not
pursue
the
same
interests
that
are
contrary
to
the
interests
of
the
Company.
The
members
of
the
Board
of
Directors
act
with
integrity
and
in
the
interest
of
the
Company
and
safeguard
the
confidentiality
of
non-
publicly
available
information.
They
must
not
compete
with
the
Company
and
must
avoid
any
position
or
activity
that
creates
or
appears
to
create
a
conflict
between
their
personal
interests
and
those
of
the
Company,
including
holding
positions
in
the
Board
of
Directors
or
in
the
management
of
competing
companies,
without
permission
of
the
General
Meeting
of
Shareholders
of
the
Company.
The
members
of
the
Board
of
Directors
must
contribute
their
experience
and
devote
the
necessary
time
and
attention
to their duties.
They
should
notify
the
Board
of
Directors,
prior
to
their
appointment,
of
their
other
professional
commitments,
including
significant
non-executive
commitments
to
companies
and
non-profit
institutions,
and
report
to
the
Board
of
Directors
changes
to
the
above
commitments
as
soon
as
they
arise.
In
addition,
they
must
timely
and
adequately
notify
the
Regulatory
Compliance
Department
of
the
Company
and
the
other
members
of
the
Board
of
Directors
of
their
own
interests
that
may
arise
from
any
corporate
transactions
and
/
or
activities
of
the
Company
that
fall
under
their
duties,
as
well
as
of
any
other
conflict
of
interest
that
they
may
have
with
the
interests
of
the
Company
or
an
affiliated
Company.
Each
member
of
the
Board
of
Directors
and
the
Executive
Committee
of
the
Company
is
obliged
to
submit
to
the
Regulatory
Compliance
Division
a
"Declaration
of
Conflicts
of
Interests"
according
to
the
terms
of
the
above
Policy
at
the
time
of
appointment
to
the
Company,
as
well
as
on
an
annual
basis
and
to update it during of the year, whenever required.
No
member
of
the
Board
of
Directors
is
allowed
to
vote
on
issues
for
which
there
is
a
conflict
of
interest
between
him
(or
an
affiliated
person)
and
the
interest
of
the
Company.
In
this
case,
the
decisions
are
taken by the other members of the Board of Directors.
The
Regulatory
Compliance
Directorate
examines
and
evaluates
all
conflicts
of
interest
notified
to
it
in
cooperation
with
the
Legal
Directorate
or
the
Human
Resources
Directorate
or
any
other
Directorate
required,
and
the
decision
is
made
on
the
measures
to
be
taken
for
the
appropriate
resolution
or
conflict
Annual Financial Report for the period
1/1/2022 to 31/12/2022
118
management,
by
properly
informing
the
person
involved.
The
Regulatory
Compliance
Department
keeps
a
record
of
all
cases
of
conflicts
of
interest
that
have
been
notified
to
it
and
the
decisions
that
have
been
taken
to
address
them,
in
addition
to
informing
at
least
annually,
the
Company’s
Audit
Committee
of
the
above incidents and decisions taken during the year by submitting a relevant report.
The
policy
and
principles
of
the
Company
regarding
the
form
of
executive
and
non-executive
board
members’
remuneration
as
well
as
the
calculation
method
of
remuneration,
including
quantitative
and
qualitative
criteria
taken
into
consideration,
are
included
in
Remuneration
Policy
which
has
been
approved
by
the
Extraordinary
General
Assembly
on
18/6/2021
and
has
been
uploaded
in
the
Company’s
website
http://www.fourlis.gr
.
The
Policy
refers
to
the
members
of
the
Board
of
Directors
(BoD)
of
the
Company
and
was
conducted
according
to
the
EU
Directive
on
stock
options
of
shareholders
(
Directive
(EU)
2017/828
of
the
European
Parliament
and
of
the
Council
as
of
17
May
2017)
as
it
has
been
integrated in Greek laws with L. 4548/2018.
The
Remuneration
policy
contributes
to
business
strategy,
long-term
interests
and
viability
of
the
Company
and
clarifies
the
manner
of
contribution.
It
sets
out
in
detail
not
only
the
existing
rights
of
the
Board
of
Directors’
members
and
the
Company’s
liabilities
towards
them,
but
also
the
terms
based
on
which
the
remuneration
will
be
provided
in
the
future.
The
policy
applies
for
four
(4)
years,
unless
revised and/or amended earlier by resolution of the Company’s General Assembly of Shareholders.
Nomination
and
Remuneration
Committee
will
review
on
an
annual
basis
if
the
policy
is
still
compatible
with
the
Company’s
business
strategy
or
if
amendments
need
to
be
proposed
to
the
Board
of
Directors.
Every
four
(4)
years
or
earlier
if
an
amendment
need
arises
following
recommendation
of
the
Committee,
the
Board
of
Directors
will
submit
for
approval
any
Policy
changes
they
consider
appropriate
at
the
General Assembly of the Company’s shareholders.
The
Remuneration
Policy
takes
into
consideration
the
existing
legislation,
good
corporate
governance
practices,
Greek
Code
of
Corporate
Governance,
Articles
of
Association,
and
Rules
of
Operation
on
Internal
Organization
of
the
Company.
The
Policy
recognizes
the
existing
rights
and
obligations
at
members
of
the
Board
of
Directors
and
defines
the
terms
based
on
which
the
future
remuneration
may
be
provided
to
the
existing
or/and
new
members
of
Board
of
Directors
for
as
long
as
the
policy
is
valid.
No
member
of
the
Board
of
Directors
make
decisions
nor
is
responsible
for
its
own
remuneration.
The
Remuneration
and
Nomination
Policy
will
secure
the
fact
that
no
person
will
be
present
at
the
discussion
regarding its remuneration.
More analytically:
The
Company
pays
both
the
executive
and
the
non-executive
members
of
the
Board
of
Directors
taking
into
account
the
principle
of
fair
and
reasonable
remuneration
for
the
best
and
most
appropriate
individual
for
the
relevant
position
considering
at
the
same
time
the
level
of
responsibility
as
well
as
the
knowledge
and
the
experience
required
in
order
to
meet
the
expectations,
ensuring
at
the
same
time
its
short-term
and
long-term
business
plan,
so
that
it
can
continue
to
create
value
for
the
customers,
the
shareholders,
the
employees
and
the
economy
of
the
countries
in
which
it
runs
its
business
activities.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
119
Remuneration Policy of the executive members of the Board of Directors
Remuneration
Policy
of
executive
members
of
the
Board
of
Directors
contributes
into
business
strategy,
long-term interests and sustainability of the Company:
•
Providing
a
fair
and
proper
level
of
a
standard
fixed
remuneration
which
allows
the
executive
members to focus on the creation of a viable long-term value.
•
Balancing
the
short-term
and
the
long-term
remuneration
in
order
to
be
ensured
that
short-term
goals which will lead long-term to the creation of a value are targeted.
•
Offering
short-term
variable
remuneration
with
performance
criteria
which
harmonize
the
interests
of the executive member to the interests of the shareholders.
•
Including
long-term
variable
remuneration
against
titles
with
long-term
performance
criteria,
which
contribute to the creation of a value.
The
Policy
does
not
provide
for
variable
remuneration
for
the
non-executive
members
of
the
Board
of
Directors
so
that
it
can
be
guaranteed
that
there
is
no
conflict
of
interests
in
decision-making
of
the
non-
executive
members
and
in
their
option
to
doubt
the
decisions
of
the
Board
of
Directors
when
these
result
in risk-taking by the Company.
The
Remuneration
Policy
of
Board
Executive
members,
apart
from
the
aforementioned,
also
takes
into
account
other
significant
factors
for
the
determination
of
the
remunerations
such
as
the
knowledge
and
the experience required for the achievement of the objectives of the Business plan of the Company.
The
Committee
on
Nominations
and
Remunerations
and
the
Board
of
Directors
are
informed
regularly
about
the
structure
of
the
remuneration
and
the
policies
followed
inside
the
Company,
as
well
as
about
the
market
trends
in
the
specific
issue
(annual
research
on
remuneration
and
benefits).
These
data
are
considered upon revision of the Policy.
Remuneration
of
the
executive
members
of
the
BoD
include
a
standard/fixed
remuneration,
participation
in
short-term
program
of
variable
remuneration
MBO
(Management
by
Objectives),
participation
in
long-
term
program
for
the
provision
of
incentives
(Stock
option
rights),
retirement
benefit,
liability
insurance
for
Directors
and
Officers
and
other
benefits
such
as
private
health
insurance,
life
insurance,
company
car / car benefit and fuel card.
Remuneration Policy of non-executive members of the Board of Directors
In
the
determination
of
the
remuneration
level
of
the
non-executive
members
of
the
Board
of
Directors,
the
market
practice
is
taken
into
account,
regarding
the
companies
of
a
similar
size
on
the
basis
of
the
stock market value, revenues, profits, complexity, structure and international dimension.
The
non-executive
members
of
the
Board
of
Directors
receive
the
basic
remuneration
and
are
paid
additional
remuneration
in
order
to
exercise
the
duty
of
presiding
at
the
committees.
The
non-executive
members
of
the
Board
of
Directors
do
not
have
a
participation
right
in
any
program
for
the
provision
of
incentives.
To
the
non-executive
members
of
the
Board
of
Directors
a
remuneration
is
paid,
which
is
standard
and
fixed
and
covers
the
time
required
for
the
exercise
and
execution
of
their
duties.
The
said
standard
remunerations
cover
the
attendance
time
in
the
meetings
of
the
Board
of
Directors
and
in
the
meetings
Annual Financial Report for the period
1/1/2022 to 31/12/2022
120
of the Committees of the Board of Directors including the time for preparation.
The
maximum
amount
of
the
annual
total
basic
remuneration
is
specified
by
the
Board
of
Directors
after
proposal
of
the
Committee
on
Nominations
and
Remunerations
and
is
subject
to
approval
by
the
Annual
Ordinary General Meeting of shareholders.
There
is
no
pre-determined
level
of
annual
remuneration
or
increase
of
remuneration
nor
a
pre-specified
maximum level of remuneration.
Information
on
the
Eligibility
Policy
of
the
members
of
the
Board
of
Directors
of
the
Company
is
given
in section 15.8.
The
Company
has
adopted
high
standards
of
professional
ethics
ensuring
the
commitment
and
cooperation of all its executives. Its Code of Conduct includes the following standards:
➢
Relationship with third parties
▪
Collaborators/ Suppliers
The human resources of the Company treat the partners and suppliers with objectivity and respect.
The
Company
has
adopted
a
Supplier
Code
of
Conduct,
as
well
as
relevant
policies
and
procedures,
which characterize its daily practices.
The
Company
encourages
the
compliance
of
its
existing
and
key
suppliers
/
partners
with
the
current
Supplier Code of Conduct.
In
addition,
during
the
selection
process
of
new
suppliers
/
partners,
the
Company
notifies
them
in
writing of this Code, as well as their obligation to comply with its provisions.
Each
partner
/
supplier
is
aware
that
the
Supplier
Code
of
Conduct
is
uploaded
on
our
website
and
agrees to comply with the principles of business ethics.
▪
Media, Publications and Public Speeches
Only
natural
persons
authorized
by
the
Board
of
Directors
of
the
Company,
can
communicate
with
public
bodies
and
the
media
and
announce
information
about
the
activities
and
results
of
the
Company
and
the Group.
A
special
and
express
approval
must
have
been
preceded
also
in
case
that
a
member
of
the
human
resources
participates
as
a
speaker
representing
the
Company
at
any
presentation
,
in
order
to
obtain
any
necessary
supporting
material
,
and
,
if
needed
,
relevant
guidance
prior
to
the
publishing
of
any
press
release, in order to be confirmed that the text does not expose the Company’s reputation at risk.
▪
Social Media
The
Company
encourages
members
of
its
human
resources
to
participate
in
Social
Media
Networks,
encouraging them to act with good judgment, common sense & be governed by ethical behavior.
In
the
context
of
ensuring
the
proper
use
of
the
accounts
maintained
by
the
Company
on
social
media,
access
and
the
right
to
manage
these
accounts
is
provided
only
to
authorized
human
resources,
which
can make posts in the name and on behalf of the Company.
Annual Financial Report for the period
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121
▪
Shareholders & public Investment
The
Company
implements
the
appropriate
procedures
in
order
to
ensure
the
immediate,
accurate
information
of
the
shareholders,
as
well
as
their
necessary
support,
regarding
the
exercise
of
their
rights.
➢
Relationship of employees with colleagues and with the Company in general
▪
Respect for colleagues
All
employees
of
the
Company
must
promote
respect
in
the
workplace,
as
well
as
honest
behavior
and
honesty among them.
Recognize,
encourage
and
value
diversity,
different
views
and
experiences,
while
supporting
honest
and
reciprocal communication always in a spirit of adaptation,
flexibility
and compromise.
They
develop
relationships
that
are
governed
by
understanding
and
trust,
proving
in
practice
mutual
respect and respecting the hierarchy.
The
Company
seeks
to
improve
issues
related
to
employees
and
the
workplace
through
structured
dialogue
in
a
way
that
is
communicated
and
known
to
all
employees.
The
Company
participates
in
a
social dialogue, based on trust and respect.
▪
Health and Safety
The
rules
of
Health
and
Safety
of
human
resources
in
the
workplace
are
a
requirement
for
the
protection
of human life.
The
Company
takes
care
of
the
health
and
safety
of
all
human
resources.
Monitors
and
controls
the
relevant
risks,
while
taking
all
necessary
preventive
measures
against
accidents
and
occupational
diseases
in
the
workplace.
For
this
purpose,
a
health
manager
has
been
appointed
within
the
Company.
▪
Forced and child labor
Any
form
of
forced
and
child
labor
is
a
violation
of
human
rights
and
the
rights
of
children,
therefore
both of the aforementioned types of work are strictly prohibited within the Company.
In
particular,
the
Company
prohibits
the
use
of
any
form
of
forced
labor,
including,
indicatively
but
not
limited
to
restrictive
labor
under
imprisonment,
particularly
hard
labor,
slave
labor,
military
labor
and
slave labor, and any form of human trafficking.
Furthermore,
the
Company
strictly
prohibits
child
labor,
which
is
defined
as
the
recruitment
of
any
person
below the minimum age permitted by law.
▪
Respect for people - Equal opportunities policy
A
basic
principle
of
operation
of
the
Group
is
respect
for
people.
The
Group
shows
its
respect
for
all
employees
by
providing
a
positive,
productive
and
safe
work
environment
that
accepts
diversity
and
inclusion (diversity & inclusion).
The
Company
ensures
that
all
its
employees
have
equal
rights
and
opportunities
as
well
as
obligations
and
duties.
In
addition,
all
employees
are
treated
equally,
they
are
provided
with
equal
opportunities
for
growth
and
development,
fair
pay
and
equal
access
to
tools
in
order
to
do
their
job
to
the
best
of
their ability and contribute to the development of the Company.
▪
Harassment in the workplace
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122
Harassment
means
any
behavior
that
may
be
offensive,
aggressive,
violate
or
disturb
the
sensitivity
and
dignity and / or isolate the employee.
Any
form
of
harassment
is
expressly
prohibited
and
we
do
not
accept
harassment
that
offends
the
victim's
personality
and
individual
integrity
and
/
or
creates
an
environment
of
intimidation,
hostility
or
humiliation for the victim (eg physical, sexual, psychological, verbal or other form of harassment).
The
Company's
commitment
to
the
safety
of
individuals
is
also
evidenced
by
the
"zero
tolerance"
in
all
cases
of
discrimination,
violence,
sexual
harassment,
which
endanger
the
safety
of
employees
and
the
performance of the Group.
The
Company
ensures
that
all
employees
contribute
to
a
fair
and
equal
working
environment,
not
tolerating and acting directly against all forms of harassment.
Communication
of
incidents
of
discrimination
and
harassment
is
necessary
for
the
Company
to
maintain
a respectable work environment.
▪
Evaluation
Our
evaluation
is
done
with
respect,
honesty
and
based
on
objective
criteria.
The
aim
is
to
make
only
bona
fide
criticism
and
to
set
goals
related
to
the
improvement
of
our
personal
performance
and
through
it to the development of the Company.
▪
Education
The
Company
provides
training
opportunities
to
all
its
human
resources
depending
on
the
specific
requirements
of
the
position
we
hold,
but
also
on
its
needs.
There
is
cooperation,
in
order
to
choose
the
training
that
suits
the
abilities
and
the
program
of
each
employee.
All
employees
must
show
a
willingness
to participate in the training offered.
▪
Crisis
management
/
Cooperation
of
employees
in
case
of
control
by
authorities,
as
well as in case of court proceedings
In
any
case
of
crisis,
all
those
involved
must
assist
and
make
every
effort
to
reduce
as
much
as
possible
the negative effects of a possible crisis.
▪
Awareness of Risk Management Culture (risk awareness)
The
corporate
culture
reflects
the
core
values,
attitudes
and
decisions
of
the
Company
and
is
a
very
important factor in shaping the perception of risk management.
According
to
the
requirements
of
the
legislation,
the
Group
has
a
Risk
Management
System,
with
the
main
custodian
being
the
Regulatory
Compliance
Directorate
on
the
2nd
line.
Specifically,
the
Company
has:
- Risk management policy and procedures.
- Enterprise Risk Management (ERM) methodology based on the COSO framework.
- Risk register.
▪
Regulatory Compliance Issues
▪
Conflict of interest
In
accordance
with
the
Company's
Conflict
of
Interest
Policy
and
Procedures,
a
Conflict
of
Interest
is
Annual Financial Report for the period
1/1/2022 to 31/12/2022
123
any
situation
in
which
a
person
liable
(member
of
the
Board
of
Directors,
member
of
the
Executive
Committee,
Director,
Chief,
employee
of
the
Group
or
any
affiliated
company)
or
one
of
his
relatives
(children,
spouse,
cohabiting
partner,
parents,
siblings,
in-laws,
grandparents
and
grandchildren,
children
of
spouse
or
cohabiting
partner,
dependents
of
that
person
or
spouse
/
its
partner
in
a
cohabitation
agreement,
personal
business
partners
/
affiliated
companies
-
legal
or
natural
persons)
has,
on
its
own
account
or
on
behalf
of
third
parties,
an
interest,
the
achievement
of
which
could
hinder
the
achievement
of
the
Group's
corporate
interest,
to
which
the
person
in
question
owes
a
fiduciary
obligation
and
/
or
could
influence
or
appears
to
influence,
directly
or
indirectly,
the
manner
in
which
the
person
in
question
performs
his
or
her
professional
duties
to
the
detriment
or
benefit
of
the
Company.
The
existence
of
a
Conflict
of
Interest
is
assessed
and
verified,
taking
into
account
the
specific
circumstances of each situation.
▪
Publication of Financial and Non-Financial Information
The
Company
is
committed
within
the
framework
of
the
Internal
Audit
System
(IMS)
that
applies,
that
the
financial
and
non-financial
information
it
provides
is
accurate
and
complete,
valid
and
timely,
the
information
is
accessible,
sufficiently
available
to
authorized
or
eligible
recipients,
the
systems
that
support them are securely secured and provide the appropriate evidence for all recorded transactions.
The
entire
human
resources
of
the
Company
are
responsible
for
compliance
with
the
above
commitments
of
Financial
and
Non-Financial
Information,
as
well
as
for
the
required
cooperation
with
internal
and
external
auditors
to
verify
the
information
provided.
The
Audit
Committee
of
the
Company
conducts
a
review
of
the
Financial
and
Non-Financial
Information
in
order
to
evaluate
its
completeness
and consistency and informs accordingly the Board of Directors responsible for its approval.
▪
Notification of Dependency Relations of members of the Board of Directors
In
accordance
with
the
provisions
of
article
9
of
L.4706
/
2020
on
independent
non-executive
members
of
the
Board
of
Directors,
the
Company
applies
a
procedure
for
notifying
any
dependent
relationships
of their members of the Board of Directors and persons who have close ties with them.
The
Board
of
Directors
is
responsible
for
taking
the
necessary
measures
to
ensure
the
above
compliance,
as
well
as
for
the
necessary
actions
in
case
it
is
found
that
the
conditions
of
independence,
defined
by
law,
are
not
met.
The
review
of
the
conditions
takes
place
on
a
quarterly
basis
with
the
assistance
of
the Corporate Secretary of the Group and is included in the annual financial management report.
The
Procedure
for
Notification
of
Dependencies
of
members
of
the
Board
of
Directors
is
described
in
detail in the Charter of Operation.
▪
Compliance of Persons Exercising Managerial Duties
The
listed
companies
of
the
Company
have
a
specific
procedure
of
compliance
of
the
persons
exercising
managerial
duties
in
full
compliance
with
the
provisions
of
article
19
of
Regulation
(EU)
596/2014
regarding
the
transactions
carried
out
by
the
executives
of
the
listed
companies
and
the
persons
who
have close ties with them.
The
Compliance
Procedure
of
the
Persons
exercising
Managerial
Duties
is
described
in
detail
in
the
Annual Financial Report for the period
1/1/2022 to 31/12/2022
124
Company's Charter of Operation.
▪
Corruption
Corruption
is
generally
considered
to
be
the
promise,
offer,
payment,
search
or
acceptance
of
a
reward,
such
as
payment,
donation
or
favor,
for
the
purpose
of
illegally
exerting
influence
over
a
business
transaction.
In
the
Company,
the
maintenance
of
high
ethical
standards,
in
compliance
with
national
and
international laws, is a guiding principle and governs all activities and functions.
The
Company
emphasizes
the
strict
application
of
the
anti-corruption
law,
we
consider
the
protection
of
the
company
and
its
reputation
crucial
and
the
human
resources
seek
to
act
in
a
way
that
is
in
line
with
the above assumptions.
▪
Bribery
Bribery
consists
of
claiming,
receiving,
offering,
promising
or
providing
money
or
other
non-due
and
unfair
benefit
from
or
to
an
employee
of
the
Company
or
to
a
Public
Servant
in
order
to
secure
a
commercial or personal advantage.
It
is
expressly
forbidden
to
offer
or
promise
or
provide
any
monetary
or
other
benefit
to
a
Public
Servant
or
other
Public
body
and
/
or
third
party,
as
well
as
to
receive
such
benefit,
in
order
to
secure
and
maintain
a
commercial
transaction,
to
secure
a
commercial
advantage
or
privilege.
The
ban
also
applies
to all persons acting on behalf of the Company.
▪
Fraud
Fraud
is
the
act
or
omission
of
a
person
who,
in
order
to
obtain
the
same
or
a
third
unlawful
property
benefit,
harms
foreign
property
by
convincing
someone
of
an
act,
omission
or
tolerance
by
knowingly
presenting
false
facts
as
true
or
unlawful
concealment
or
unlawful
concealment
or
concealment
of
true
facts.
The
Company
does
not
tolerate
any
form
of
fraud
as
well
as
acts
or
omissions
that
could
expose
it
to
the risk of fraud.
➢
Protection of information, personal data and assets of the Company
▪
Confidentiality, privileged information
There
is
an
obligation
to
maintain
the
confidentiality
of
this
confidential
or
privileged
information,
whereas
their
management,
processing,
and
disclosure
should
be
done
only
to
the
competent
authorities
or
persons
who
are
specially
authorized
and
in
any
case
in
strict
compliance
with
the
relevant
requirements of legislation.
Any
legal
entity
or
person
outside
the
Company
who
receives
such
information
must
sign
a
confidentiality
agreement (in cases where this is legally possible).
▪
Personal data
The
Company
complies
with
all
applicable
provisions
on
the
protection
of
personal
and
sensitive
personal
data
and
fully
cooperates
in
any
audits
or
investigations,
carried
out
both
internally
by
competent
executives
of
the
Company,
as
well
as
by
the
public
authorities,
and
/
or
by
private
bodies
that
have
Annual Financial Report for the period
1/1/2022 to 31/12/2022
125
undertaken this task.
The
Company
respects
the
privacy
of
individuals
with
whom
it
does
business
(visitors,
customers,
employees,
candidates
and
former
employees)
and
already
uses
their
personal
data
exclusively
for
legitimate business purposes.
▪
Assets of the Company
The
Company's
property,
facilities
and
resources
(human
and
material)
are
used
only
for
the
Company's
activities and not for personal purposes.
➢
Healthy competition
It
is
the
Company's
policy
to
operate
with
vigor
and
awareness
of
the
law,
to
exercise
an
independent
commercial
judgment
in
the
conduct
of
its
operations
and
to
comply
faithfully
with
the
laws
governing
the practices of trade and competition.
Antitrust
and
competition
laws
are
intended
to
promote
the
functioning
of
the
free
market.
These
laws
protect
against
non-competitive
behavior
that
harms
consumers.
They
also
ensure
the
existence
of
a
balanced
business
arena,
which
allows
companies
to
compete
fairly
in
terms
of
price,
quality
and
service.
➢
Environmental protection
The
Company
complies
with
all
environmental
laws
and
regulations
aiming
at
sustainable
development
at
the
economic,
social
and
environmental
level.
In
this
context,
a
Sustainable
Development
Policy
has
been
adopted,
regarding
which
the
Management
is
committed
to
its
implementation
at
all
levels,
the
companies and segments of the Company.
➢
Code of Conduct Line - Whistleblowing Information System
The
Company
is
in
compliance
with
the
Directive
2019/1937
of
the
European
Parliament
and
of
the
Council on the protection of persons who report violations of Union law.
With
respect
for
the
fundamental
rights
to
freedom
of
expression
and
information,
the
protection
of
personal
data,
business
freedom
and
good
governance,
consumer
protection,
public
health
and
the
environment,
and
in
order
to
ensure
a
high
level
of
protection
for
persons
who
report
law
infringements,
the
Company
establishes
the
Code
of
Conduct
Line
-
whistleblowing
system.
This
is
a
system
with
internal reporting channels and monitoring procedures for breach reports:
o Product safety and compliance,
o Environmental protection,
o Food safety,
o Public health protection,
o Consumer protection,
o Protection of privacy and personal data,
o Rules and provisions of corporate tax legislation.
The
Code
of
Conduct
Line
-
whistleblowing
system,
in
compliance
with
the
criteria
of
impartiality
and
independence,
appoints
as
the
person
responsible
for
receiving
and
managing
the
reports
the
Company
’s
Annual Financial Report for the period
1/1/2022 to 31/12/2022
126
Regulatory Compliance Manager.
Relevant reports can be submitted through the following alternative channels:
o
By
sending
an
e-mail
(email)
to
the
e-mail
codeofconduct@fourlis.com
or
telephone
reference
to
the
line of the Group Code of Conduct - 2106293010
o
Upon
request
for
a
personal
meeting
(in
person
or
by
video
conference)
with
the
Company
Regulatory
Compliance
Manager,
within
a
reasonable
period
of
time
from
the
date
of
the
request.
The
request
is
submitted in writing or by phone to the Code of Conduct Line 2106293010.
Internal Regulation Charter
The
Company
has
an
updated
Operating
Regulation
in
accordance
with
article
14
of
Law
4706/2020
which includes:
•
The
organizational
structure,
the
objects
of
the
units,
the
committees
of
the
Board
of
Directors
or
other standing committees as well as the duties of their heads and their reference lines.
•
The
report
of
the
main
characteristics
of
the
Internal
Audit
System
(IAC)
which
includes
the
internal
audit unit, risk management and regulatory compliance.
•
The process of recruiting top executives and evaluating their performance.
•
The
process
of
compliance
of
persons
holding
managerial
duties
and
persons
having
close
links
with
them, with the obligations of Article 19 of Regulation (EU) 596/2014.
•
The
process
of
notifying
any
dependent
relationship
of
the
independent
non-executive
members
of
the Board of Directors and the persons who have close ties with these persons.
•
The
process
of
compliance
with
the
obligations
arising
from
the
law
on
transactions
with
related
parties.
•
The policies and procedures for the prevention and treatment of conflict of interest situations.
•
The
policies
and
procedures
of
compliance
of
the
Company
with
the
laws
and
regulations
that
regulate its organization and operation as well as its activities.
•
The
procedure
available
to
the
Company
for
the
management
of
privileged
information
and
the
correct information of the public, in accordance with the provisions of Regulation (EU) 596/2014.
•
The
policy
and
procedure
for
conducting
periodic
evaluation
of
the
Internal
Audit
System
(IMS),
by
persons who have relevant professional experience and do not have dependent relationships.
•
The
training
policy
of
the
members
of
the
Board
of
Directors,
the
executives
as
well
as
the
other
executives
of
the
Company,
especially
those
involved
in
internal
control,
risk
management,
regulatory compliance and information systems.
•
The sustainable development policy followed by the Company.
The
Company's
Internal
Regulation
Charter
and
any
amendments
thereto
are
issued
and
approved
by
the Board of Directors. A summary of it is included on the Company's website.
Risk
management
presupposes
the
definition
of
objective
goals
based
on
which
the
most
important
events
that
can
affect
the
Company
are
identified,
the
relevant
risks
are
assessed
and
the
Company's
response to them is determined.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
127
The adequacy of the Risk Management System is based on:
• The nature and extent of the risks it faces,
•
Τ
he
extent
and
categories
of
risks
that
the
Board
of
Directors
deems
as
being
within
acceptable
limits
for the Company,
• The possibility of implementing the risks,
• The Company's ability to reduce the impact of the risks that are ultimately realized,
• The operating costs of specific safeguards, in relation to the benefit of risk management.
Risk management is a process that:
• is carried out by the executives and other employees of the Company.
• is designed to identify potential events that may affect the Company.
•
manages
the
risks
in
the
context
of
taking
risks
determined
by
the
Board
of
Directors,
in
order
that
reasonable certainty about the achievement of the Company's objectives is ensured.
The methodology used for risk management is divided into four phases:
•
Defining
objective
goals:
The
objectives
of
the
Company
are
defined
at
a
strategic
level,
in
collaboration
with
the
Management.
The
Company
faces
various
risks
from
external
and
internal
sources.
Setting
clear
objectives
is
a
prerequisite
for
effectively
identifying,
evaluating
and
addressing
risks
/
events.
The
objectives of the Company are in line with the view of the Management for taking risks.
•
Risk
identification:
Risk
identification
is
based
on
the
accumulated
knowledge
and
experience
of
the
Management,
employees
and
other
bodies
of
the
Company
and
is
carried
out
through
structured
discussions.
Each
working
group
has
a
facilitator
who
leads
the
discussion
about
the
risks
that
may
affect the achievement of the Company's goals.
•
Risk
assessment:
The
probability
of
risk
is
assessed
based
on
the
following
approaches
depending
on
whether
the
risk
is
recurrent
or
not:
a)
for
recurrent
risks,
the
frequency
of
their
occurrence
during
the
year,
b)
for
continuous
risks
or
risks
that
are
characterized
by
an
incident,
the
probability
of
risk
occurrence
at
a
given
period
of
time.
To
assess
the
impact
of
a
risk,
the
impact
it
will
have
on
the
assets
and
resources
of
the
Company
and
the
Group
is
examined.
The
effects
can
be:
a)
financial
(loss
of
revenue,
decrease
in
profits,
decrease
in
return
on
investment),
b)
commercial
(loss
of
customers
or
contracts,
decrease
in
customer
satisfaction),
c)
human
and
social
(physical
damage)
integrity,
degradation
of
the
social
climate,
the
requirements
of
liability),
d)
the
image
and
reputation
of
the
Company
that
are
taken
into
account
by
all
stakeholders
(customers,
suppliers,
regulators,
the
general
public).
•
Risk
response:
After
assessing
the
relevant
risks,
Management
determines
how
the
Company
reacts.
During
this
process,
the
Company
examines
the
relevant
costs
and
benefits
of
the
risk
response
options,
taking
into
account
the
measurable
direct
and
indirect
costs
associated
with
the
risk
response.
Opportunity costs associated with using resources to respond to risk are also taken into account.
The
Company
uses
its
Risk
Management
Methodology
(Enterprise
Risk
Management
Methodology)
which
follows the COSO Framework.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
128
The
Internal
Control
System
of
the
Company,
includes
all
the
policies,
procedures,
tasks,
behaviors
and
other
elements
that
characterize
it,
which
are
implemented
by
the
Board
of
Directors,
the
Management
and its other employees and have as objectives:
• The consistent implementation of the business strategy with the effective use of available resources.
•
The
identification
and
management
of
essential
risks
associated
with
the
business
and
operation
of
the Company.
• The efficient operation of the internal audit unit.
•
Ensuring
the
completeness
and
reliability
of
the
data
and
information
required
for
the
accurate
and
timely
determination
of
the
financial
situation
of
the
Company
and
the
preparation
of
reliable
financial
statements as well as the non-financial situation,
•
Compliance
with
the
regulatory
and
legislative
framework
as
well
as
the
internal
regulations
governing
the Company.
The Company has the following basic characteristics of the Internal Control System (ICS):
• Code of Conduct and procedures for monitoring its implementation.
•
Approved
organization
chart
in
full
development,
for
all
levels
of
hierarchy
and
with
distinction
of
functions
into
main
and
secondary,
in
which
the
area
of
responsibility
per
sector
/
department
is
clearly
defined.
• Composition and operation of the Audit Committee.
• Organizational structure and operation of the Internal Audit Unit.
• Description of the strategic planning, its development process and its implementation.
•
Long-term
and
short-term
action
planning
per
significant
activity,
with
a
corresponding
report
and
highlighting of discrepancies on a periodic basis as well as their justification.
•
Complete
and
up-to-date
articles
of
association
where
the
object
of
exploitation,
work
and
the
main
purposes of the Company are clearly identified and recorded.
• Job description of directorates, departments and job descriptions.
•
Recording
of
policies
and
procedures
of
important
operations
of
the
Company
and
identification
of
the
control activities
.
Procedures for compliance with the current legal and regulatory framework (Regulatory Compliance).
• Risk assessment and management procedures.
• Procedures for completeness and reliability of financial information.
•
Procedures
for
hiring,
training,
assigning
responsibilities,
targeting
and
evaluating
the
performance
of
executives.
• Procedures for the security, adequacy and reliability of information systems.
• Staff and asset security procedures.
• Description of reference lines and communication channels inside and outside the Company.
• Mechanism for monitoring and evaluating the efficiency and effectiveness of procedures.
•
Procedure
for
periodic
evaluation
of
the
adequacy
and
effectiveness
of
the
ICS
by
an
independent
evaluator, communication of results and preparation of a treatment plan for weaknesses.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
129
•
Policies
for
the
environmental
management
system
and
other
environmental,
social
and
governance
issues (ESG factors).
The
business
objectives,
the
internal
organization
and
the
environment
in
which
the
Company
operates
are
constantly
changing.
As
a
result,
the
risks
it
faces
are
changing.
Therefore,
an
adequate
and
effective
Internal
Control
System
(ICS)
requires
periodic
reassessment
of
the
nature
and
extent
of
the
risks
to
which
it
is
exposed.
In
any
case,
the
purpose
is
not
the
elimination
(which
is
impossible),
but
the
management of these risks in a framework desirable for the Company.
There are 5 key components of an Internal Control System (IAC):
• The control environment,
• Risk assessment,
•
Τ
he control activities,
• Information and communication,
• The monitoring.
The
control
environment
is
the
foundation
of
the
Internal
Control
System
(ICS)
applied
by
the
Company.
It
affects
the
way
business
strategies
and
goals
are
developed,
the
structure
of
corporate
processes
as
well
as
the
process
of
identification,
evaluation
and
overall
management
of
business
risks.
It
also
affects
the
design
and
operation
of
control
activities,
information
&
communication
systems
as
well
as
the
monitoring mechanisms of the Internal Control System (ICS).
The
control
environment
is
essentially
the
sum
of
many
sub-elements
that
determine
the
overall
organization and management and operation of the Company.
The
adequacy
and
effectiveness
of
the
Company's
Internal
Control
System
(ICS)
is
based
on:
a)
the
nature
and
extent
of
the
risks
it
faces,
b)
the
extent
and
categories
of
risks
that
the
Board
of
Directors
deems
acceptable
to
undertake,
c)
the
probability
of
implementation
of
the
d)
the
Company's
ability
to
reduce
the
impact
of
the
risks
that
are
ultimately
implemented
and
e)
the
operating
costs
of
specific
control activities, in relation to the benefit of risk management.
Risk
assessment
presupposes
the
definition
of
objective
goals.
Based
on
these,
the
important
events
that
may
affect
them
should
be
identified,
the
relevant
risks
assessed
and
the
Company's
response
to
them determined.
Control
Activities
are
the
policies,
procedures,
techniques
and
mechanisms
that
are
put
into
operation
to
ensure
that
the
decisions
of
the
Board
of
Directors
regarding
the
management
of
risks
that
threaten
the
achievement
of
the
Company's
objective
goal
are
implemented.
They
concern
the
whole
Company
and
are
executed
by
the
executives
of
all
levels
(Board
of
Directors,
Management,
other
employees)
and in all corporate operations.
Control
Activities
consist
of
many
categories
of
actions
that
vary
in
cost
and
degree
of
effectiveness,
depending
on
the
circumstances.
They
include
approvals,
authorizations,
confirmations,
operational
Annual Financial Report for the period
1/1/2022 to 31/12/2022
130
performance
reviews,
asset
security.
They
are
part
of
the
day-to-day
work
of
employees
and
are
integrated
into
corporate
policies
and
procedures,
which
should
be
reviewed
periodically
in
order
to
be
properly updated.
Each
applicable
control
activity
should
be
associated
with
the
existence
of
relative
risk,
as
otherwise
its
operation
burdens
the
company
with
costs
(direct
or
indirect),
without
providing
benefits
in
terms
of
achieving
its
business
goals.
The
cost-benefit
ratio
is
taken
into
account
when
choosing
between
possible
alternative control activities to cover a risk.
Information & Communication
An
element
of
the
Internal
Control
System
(ICS)
is
the
way
in
which
the
Company
ensures
the
recognition,
collection
and
communication
of
information,
at
such
a
time
and
in
a
way
that
allows
its
various
executives
to
perform
their
responsibilities.
This
flow
can
be
in
all
directions,
inside
(from
top
to
bottom, from bottom to top, horizontally) and outside the Company.
The
monitoring
of
the
Internal
Control
System
(ICS)
of
the
Company
lies
in
the
continuous
evaluation
of
the
existence
and
operation
of
the
components
of
the
internal
control
framework.
This
is
achieved
through
a
combination
of
ongoing
monitoring
activities
as
well
as
individual
evaluations.
The
identified
deficiencies
of
the
Internal
Control
System
should
be
communicated
to
the
highest
levels
of
the
Company,
whereas
the
most
important
of
them
should
be
communicated
to
the
top
management
and
the Board of Directors.
Periodic evaluation of the Internal Control System (ICS)
The
periodic
evaluation
of
the
Internal
Control
System
(ICS)
is
carried
out
in
particular
as
regards
the
adequacy
and
effectiveness
of
financial
information,
on
a
separate
and
consolidated
basis,
as
regards
the
risk
management
and
the
regulatory
compliance,
in
accordance
with
recognized
evaluation
and
internal
control
standards,
as
well
as
the
implementation
of
the
corporate
governance
provisions
of
the
current
legal
framework.
The
evaluation
of
the
Internal
Control
System
is
performed
by
an
independent
person
who
has
proven
relevant
professional
experience,
according
to
the
best
international
practices
(indicative
of
the
International
Auditing
Standards,
the
International
Professional
Standards
Framework
for Internal Audit and the Internal Control System Framework of the Committee (COSO).
Regulatory Compliance System
The
main
mission
of
regulatory
compliance
is
the
establishment
and
implementation
of
appropriate
and
up-to-date
policies
and
procedures,
in
order
to
achieve
timely
the
full
and
continuous
compliance
of
the
Company
with
the
applicable
regulatory
framework
and
to
have
at
all
times
a
complete
picture
of
the
degree
of
achievement
of
this
purpose.
The
complexity
and
nature
of
the
Company's
activities,
including
the
development
and
promotion
of
new
products
and
business
practices,
have
been
assessed
in
order
to establish the relevant policies and procedures.
The
Company
has
a
Regulatory
Compliance
Department
with
the
main
mission
of
ensuring
the
Company's
compliance
with
the
current
institutional
and
supervisory
framework,
which
governs
its
business
activities
and
operation.
For
this
reason,
the
Regulatory
Compliance
Directorate
monitors
and
Annual Financial Report for the period
1/1/2022 to 31/12/2022
131
analyzes
developments
and
changes
in
the
institutional
and
supervisory
framework
and
conducts
impact
/
deviation
analyzes.
Based
on
these
analyzes,
the
Regulatory
Compliance
Directorate
formulates
proposals and action plans / actions.
Specifically, the Company must comply with at least the following framework:
-
Corporate
legislation
and
Corporate
Governance
legislation
(eg
Law
4548/2018,
Law
4706/2020,
N
4449/2017, Decision EC 1.891 / 2020, EKED)
-
Stock
market
institutional
and
supervisory
framework
(eg
Law
4443/2016,
Law
3556/2007,
Decision
EC
3/347/2005,
Circular
EC
33
/
3.7.2007,
25
/
17.07.2008
of
the
Board
of
Directors
ATHEX,
ATHEX
Regulation)
Regulation
(EU)
No
596/2014
(MAR)
and
other
provisions
of
the
national
and
European
regulatory
framework regarding the misuse of privileged information and market manipulation
- European and national legislation on product specifications
- European and national legislation on personal data protection, information protection, confidentiality
-Other institutional and supervisory framework.
The
institutional
and
supervisory
framework
to
which
the
Company
complies
,
and
which
is
supervised
by the Regulatory Compliance Department is analyzed in detail in the
Rules of Operation
.
Supplier Acceptance due Diligence Policy
The
Company
deems
it
necessary
for
all
external
partners,
who
have
been
assigned
services
or
tasks
in
the
form
of
outsourcing,
to
observe
a
high
level
of
integrity
and
legality,
when
operating
on
its
behalf.
For
this
purpose,
the
Company
applies
control
of
the
legality
and
integrity
of
its
external
partners.
This
test is analyzed in three distinct stages.
Each
external
partner
is
required
to
provide
the
Company
with
specific
documents
and
information
prior
to
the
signing
of
the
cooperation
agreement
(eg
legal
documents
for
legal
entities,
identity
documents
for
natural
persons,
financial
statements).
At
this
stage,
every
possible
effort
is
made
to
evaluate
the
potential
external
partner
and
mainly
an
effort
is
made
to
identify,
evaluate
and
manage
potential
risks
and
situations
of
conflict
of
interest.
The
documents
and
information
collected
are
checked
by
the
Director
of
Regulatory
Compliance,
who,
depending
on
the
outcome
of
the
audit,
proposes
to
the
competent
Director
the
approval
of
the
cooperation
and
the
preparation
of
the
relevant
contractual
documents or the rejection of a possible cooperation.
At
this
stage,
the
contractual
texts
are
drafted
based
on
the
requirements
imposed
by
the
nature
of
each
cooperation,
the
relevant
institutional
framework
that
may
exist
and
the
restrictions
provided
by
the
Company's
internal
policies.
After
the
contractual
texts
are
drafted
and
approved
by
the
competent
executives,
the
stage
of
their
signing,
execution
and
their
implementation
follow
with
the
beginning
of
the provision of the prescribed services.
During the provision of services / post-contractual stage
All
external
collaborations
are
constantly
checked
for
possible
risks
during
their
execution.
Depending
Annual Financial Report for the period
1/1/2022 to 31/12/2022
132
on
the
duration
of
each
collaboration,
specific
time
points
are
provided
at
which
the
provision
of
services
is
evaluated
and
re-checked
by
the
external
partner,
so
that
it
is
found
that
nothing
has
changed
from
what
was
found
in
the
pre-contractual
evaluation
stage
and
if
information
updates
need
to
be
made,
as
well
as
the
level
of
services
offered,
in
order
to
determine
whether
they
correspond
to
what
has
been
agreed and whether in the end the expected result emerges.
If
there
is
a
need
to
terminate
the
cooperation
for
any
reason,
the
provisions
of
the
relevant
contract
regarding
the
subject
of
the
complaint
are
examined
and
every
possible
effort
is
made
so
that
the
consequences
of
such
a
termination
for
all
the
contracting
parties
are
the
ones
provided,
without
exposure
of
the
Company
to
any
risk.
Furthermore,
depending
on
the
nature
of
the
services
related
to
the
terminated
contract
and
the
needs
of
the
Company,
a
new
external
partner
is
sought
for
the
provision of these services.
The
Company
maintains
a
register
of
external
partners,
as
well
as
a
file
of
outsourcing
contracts,
which
it
has
prepared
and
all
the
documents
collected
and
evaluated
for
the
existing
partners,
always
complying with the provisions of current legislation on the protection of information and personal data.
The
Internal
Audit
Unit
operates
in
accordance
with
articles
15
and
16
of
law
4706/2020,
the
Greek
Code
of
Corporate
Governance
voluntarily
adopted
by
the
Company
(http://www.helex.gr/el/esed)
and
the
provisions
of
the
Rules
of
Operation
of
the
Company.
The
operation
of
the
Internal
Audit
Unit
is
described
in
detail
in
the
Rules
of
Operation
of
the
Internal
Audit
Unit
(Audit
Committee
Charter)
approved
by
the
Board
of
Directors
of
the
Company
and
uploaded
in
the
Company's
website
(
http://www.fourlis.gr
).
The responsibilities of the Internal Audit Unit include monitoring, control and evaluation:
•of
the
application
of
the
Company's
Rules
of
Operation,
in
particular
as
to
the
adequacy
and
correctness
of
the
financial
and
non-financial
information
provided,
risk
management,
regulatory
compliance
and
the corporate governance code adopted by the Company.
•of quality assurance mechanisms,
•of corporate governance mechanisms,
•
compliance
with
the
commitments
contained
in
newsletters
and
the
Company's
business
plans
regarding the use of funds raised from the regulated market.
The responsibility of the Internal Audit Unit includes the following:
•
providing
assurance
that
the
risk
recognition
and
risk
management
procedures
applied
by
the
Management are adequate;
• providing assurance on the effectiveness of the internal control system,
•
provision
of
assurance
on
the
quality
and
reliability
of
the
information
provided
by
the
Management
to
the Board of Directors regarding the internal control system.
The
Internal
Audit
Unit
is
distinctly
the
3rd
line
of
defense
of
the
Company
and
is
independent
from
the
other organizational units of the Company (IIA - The Three Lines Model).
The
head
of
the
Internal
Audit
Unit
is
appointed
by
the
Board
of
Directors
of
the
Company
following
a
Annual Financial Report for the period
1/1/2022 to 31/12/2022
133
proposal
of
the
Audit
Committee,
is
a
full-time
employee,
personally
and
functionally
independent
and
objective
upon
performance
of
his
duties
and
has
the
appropriate
knowledge
and
relevant
professional
experience.
He
reports
and
accounts
administratively
to
the
Chief
Executive
Officer
and
operationally
to
the Audit Committee.
The
Head
of
the
Internal
Audit
Unit
submits
to
the
Audit
Committee
the
annual
audit
program
and
the
requirements
of
the
necessary
resources,
as
well
as
the
consequences
of
limiting
the
resources
or
the
audit
work
of
the
Internal
Audit
Unit
in
general.
The
annual
audit
program
is
prepared
based
on
the
assessment of the Company's risks after taking into account the opinion of the Audit Committee.
The head of the Internal Audit Unit attends the general meetings of the shareholders.
For
its
areas
of
responsibility,
the
Internal
Audit
Unit
prepares
reports
to
the
audited
units
with
any
findings, the risks arising from them and proposals for improvement, if any.
These
reports
after
the
integration
of
the
relevant
views
by
the
audited
units,
the
agreed
actions
if
any
or
the
acceptance
of
the
risk
of
non-action
by
them,
the
limitations
on
the
scope
of
its
control
if
any,
the
final
internal
audit
proposals
and
its
results
response
of
the
audited
units
of
the
Company
to
its
proposals,
are
submitted
quarterly
to
the
Audit
Committee.
Further,
the
Internal
Audit
Unit
applies
periodic
follow-up
of
the
degree
of
implementation
of
the
agreed
actions
and
informs
the
Audit
Committee
accordingly.
In
addition,
the
Internal
Audit
Unit
submits
reports
to
the
Audit
Committee
at
least
every
three
(3)
months,
including
its
most
important
issues
and
proposals
regarding
the
above
tasks,
which
the
Audit
Committee
presents
and
submits
together
with
its
comments
to
the
Board
of
directors.
The
Internal
Audit
Unit
is
responsible
for
the
absolute
safeguarding
of
the
confidentiality
of
the data and the general confidentiality.
The
Internal
Audit
Unit
cooperates
and
coordinates
its
work
with
other
organizational
units
of
the
Company
that
constitute
the
first
and
second
line
of
defense
and
have
similar
security
objectives
(eg
Regulatory
Compliance
Unit,
Financial
Planning
and
Control
Direction)
for
the
purpose
of
efficient
and
effective
coverage
of
all
areas
of
control
interest
(operational,
financial,
compliance),
without
overlapping with each other.
The
Internal
Audit
Unit,
at
the
request
of
the
Management,
may
provide
consulting
services
on
issues
such
as:
evaluation
of
procedures,
information
systems
so
that
they
are
in
compliance
with
the
Internal
Control
systems.
The
undertaking
of
consulting
projects
is
approved
by
the
Audit
Committee
and
their
type and duration should not interfere with the objectivity and independence of the Internal Auditors.
In
case
the
subsidiaries
operate
separate
Internal
Audit
Units,
the
Internal
Audit
Unit
of
the
parent
company
ensures
the
uniform
development
and
implementation
of
internal
audit
in
the
Group
companies.
The
head
of
the
Internal
Audit
Unit
provides
in
writing
any
information
requested
by
the
Hellenic
Capital
Market
Commission,
cooperates
with
it
and
facilitates
in
every
possible
way
the
task
of
monitoring,
controlling and supervising exercised by it.
Investors Relations & Corporate Announcements
The Investors Relations & Corporate Announcements takes care of:
Annual Financial Report for the period
1/1/2022 to 31/12/2022
134
•
direct,
accurate
and
equal
information
of
the
shareholders
as
well
as
their
support,
regarding
the
exercise
of
their
rights
based
on
the
currently
applicable
legislation
and
the
Company's
Articles of Association,
•
distribution
of
dividends
and
free
shares,
the
issuance
of
new
shares
with
cash
payment,
the
exchange
of
shares,
the
period
of
exercise
of
the
relevant
pre-emptive
rights
or
the
changes
in
the initial time limits, such as the extension of the deadline of exercise of the rights,
•
providing
information
on
the
regular
or
extraordinary
general
assembly
meetings
and
the
decisions taken by them,
•
acquisition
of
treasury
shares
and
their
disposal
and
cancellation,
as
well
as
the
programs
of
distribution
of
shares
or
free
distribution
of
shares
to
members
of
the
Board
of
Directors
and
the employees of the Company,
•
exchange
of
data
and
information
with
the
Central
Securities
Depository
and
intermediaries,
in
the context of shareholder identification,
•
wider communication with shareholders,
•
informing
the
shareholders
in
compliance
with
the
provisions
of
the
law
for
the
provision
of
facilities and information by the Company,
•
monitoring
the
exercise
of
shareholder
rights,
in
particular
with
regard
to
shareholder
participation rates and the exercise of voting rights in general meetings,
•
monitoring
the
exercise
of
shareholder
rights,
in
particular
with
regard
to
shareholder
participation rates and the exercise of voting rights in General Assembly Meetings,
•
informing
the
shareholders
through
the
necessary
announcements
concerning
regulated
information (article 91 L.4548 / 2018) and corporate events (article 104 L.4548 / 2018),
•
Compliance
with
the
obligations
provided
in
Article
17
of
Regulation
(EU)
596/2014
regarding
the disclosure of preferential information and other applicable provisions.
15.7
If
the
company
deviates
from
the
Corporate
Governance
Code
that
applies,
the
Corporate
Governance
Statement
includes
a
description
of
that
deviation
with
reference
to
the
relevant
parts
of
the
Corporate
Governance
Code
and
provides
explanation
for
the
deviation.
If
the
company
does
not
comply
with
certain
provisions
of
the
Corporate
Governance
Code,
to
which
the
Company
is
subject
and
which
it
applies,
the
Corporate
Governance
Statement
includes
a
reference
to
the
provision
that
is
not
applied
and
an
explanation
for
the
reasons
of
that
deviation.
The
Company
complies
with
the
Hellenic
Corporate
Governance
Code
with
minor
deviations
that
are
presented and justified in the following table.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
135
Hellenic Code of Corporate Governance
(June 2021)
Explanation/ Justification of
deviations from special practices
of the Hellenic Code of
Corporate Governance
The company adopts a diversity policy that is part of the
eligibility policy. With regard to gender representation,
diversity policy includes specific quantitative targets for gender
representation. The company ensures that the diversity criteria
apply beyond the members of the Board of Directors and
senior and / or senior executives with specific gender
representation goals as well as timelines for achieving them
(specific practices 2.2.13, 2.2.14 and 2.2.15, Composition of
the Board of Directors).
The
Company
is
in
the
process
of
compliance
and
within
2023
specific
gender
representation
targets
and
timetables
for
achieving
them
will
be
set
according
to
the
size
and
scope
of
its operations.
The
contracts
of
the
executive
members
of
the
Board
of
Directors
provide
that
the
Board
of
Directors
may
demand
the
return
of
all
or
part
of
the
bonus
awarded,
due
to
breach
of
contract
terms
or
inaccurate
financial
statements
of
previous
years
or
generally
based
on
incorrect
financial
data
used
to
determine
the
bonus
(special
practice
2.4.14,
Remuneration
of
members of the Board of Directors).
The
existing
contracts
of
the
executive
members
of
the
Board
of
Directors
with
the
company
do
not
include
this
term.
For
the
contracts
of
executive
members
of
the
Board
of
Directors
that
will
arise
in
the
future
and
after
the
end
of
the
term
of
the
existing
Board
of
Directors,
there
will
be
relevant
compliance
by
the
Company
The
Hellenic
Corporate
Governance
Code
is
posted
on
the
website
of
the
Hellenic
Corporate
Governance
Council, at the address:
http://www.esed.org.gr
.
15.8
Reference to the Fit & Proper Policy
The
Company
has
a
Fit
and
Proper
Policy
for
the
members
of
the
Board
of
Directors
which
is
approved
by
its
Board
of
Directors
and
is
submitted
for
final
approval
to
the
General
Meeting
of
Shareholders
of
the
Company.
The
first
version
of
the
Fit
and
Proper
Policy
for
the
members
of
the
Board
of
Directors
based
on
the
provisions
of
Law
4706/2020
was
approved
by
the
Ordinary
General
Meeting
of
Shareholders
on
18/6/2021
and
is
uploaded
on
the
Company's
website
(http:
//www.fourlis.
gr).
The
basic concepts and principles of the Company’s Fit and Proper Policy are the following:
•
Fit
and
Proper
Policy
is
the
set
of
principles
and
criteria
that
are
applied
at
least
during
the
selection,
replacement
and
renewal
of
the
term
of
office
of
the
members
of
the
Board
of
Directors
in
the
context
of the evaluation of individual and collective suitability.
•
Individual
suitability
is
the
degree
to
which
a
person
is
considered
to
have
as
a
member
of
the
Board
of
Directors
sufficient
knowledge,
skills,
experience,
independence
of
judgment,
moral
guarantees,
and
a
good
reputation
for
performing
his
duties
as
a
member
of
the
Board
of
Directors
of
the
Company,
according to the suitability criteria set by the Company’s Fit and Proper Policy.
• Collective Fit & Proper is the Fit & Proper of the members of the Board of Directors as a whole.
•
The
Fit
&
Proper
Policy
aims
to
ensure
the
quality
staffing,
efficient
operation
and
fulfillment
of
the
role
of
the
Board
of
Directors
based
on
the
overall
strategy
and
medium-term
business
aspirations
of
the Company in order to promote the corporate interest.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
136
•
The
Fit
and
Proper
Policy
is
clear,
adequately
documented
and
governed
by
the
principle
of
transparency and proportionality.
•
The
criteria
for
assessing
individual
suitability
are
general
and
apply
to
all
members
of
the
Board
of
Directors,
regardless
of
their
capacity
as
executive,
non-executive
or
independent
non-executive
members.
•
The
composition
of
the
Board
of
Directors
reflects
the
knowledge,
skills
and
experience
required
to
exercise
its
responsibilities.
This
includes
the
requirement
that
the
Board
of
Directors
has
an
adequate
understanding
of
the
areas
for
which
the
members
are
collectively
responsible
and
has
the
necessary
skills
to
exercise
the
actual
management
and
supervision
of
the
Company,
regarding,
among
other
things:
-Its business activity and the main risks associated with it,
⎯
Strategic planning,
⎯
The financial reports,
⎯
Compliance with the legislative and regulatory framework,
⎯
Understanding corporate governance issues,
⎯
The ability to identify and manage risks,
⎯
The impact of technology on its activities,-Adequate representation by gender.
•
The
Suitability
Policy
explicitly
provides
for
adequate
representation
by
gender
of
at
least
25%
of
all
members
of
the
Board
of
Directors
and
in
case
of
a
fraction,
this
percentage
is
rounded
to
the
previous
whole.
•
The
Fit
and
Proper
Policy
refers
to
the
Equal
Opportunities
and
Diversity
Policy
of
the
Company
to
ensure that it has been taken into account when appointing new members of the Board of Directors
•
The
Monitoring
the
implementation
of
the
Fit
and
Proper
Policy
is
the
responsibility
of
the
Board
of
Directors.
The
implementation
of
the
Fit
&
Proper
Policy
is
assisted
by
the
Internal
Audit
Unit,
the
Regulatory
Compliance
Unit,
the
Nominations
and
Remuneration
Committee
and
the
Corporate
Secretary
where
required.
The
results
of
the
Assessment
Policy
are
recorded
as
well
as
the
actions
to
be
taken
to
address any deficiencies identified at both the individual and the collective level.
•
The
documentation
regarding
the
approval
of
the
Fit
&
Proper
Policy
and
any
amendments
thereto
are
kept in an electronic file.
1
5
.9 Reference to the proceedings of the Committees of article 10 of law 4706/2020
During
the
year
2022,
the
members
of
the
Audit
Committee
held
a
total
of
nine
(9)
meetings,
during
which they discussed the following issues:
•Meeting as of 10/3/2022
-
Issue
1:
Establishment
of
the
Audit
Committee
in
a
Body
and
election
of
its
President
in
accordance
with the provisions of article 44 of Law 4449/2017.
-
Issue
2:
Submission
of
a
proposal
to
the
Board
of
Directors
for
the
appointment
of
a
new
head
of
the
Internal Audit, to replace the departed Ms. Aggeliki Bogdanou.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
137
•Meeting as of 17/3/2022
-
Issue
1:
External
Audit
A.
Additional
Report
to
the
Audit
Committee
of
the
Company
based
on
article
11
of
EU
Regulation
no.
537/2014
for
the
financial
year
2021.
B.
Approval
of
the
receipt
of
non-audit
services by the auditing company that performs the mandatory audit of the Financial Statements.
-
Issue
2:
Financial
information
procedure
(case
b
of
par.
3
of
article
44
of
Law
4449/2017
and
Law
4706/2020).
A.
Annual
Financial
Report
1/1
-
31/12/2021
of
the
Company:
Evaluation
of
the
drafting
process
and
overview
in
terms
of
completeness
and
application
of
accounting
principles.
B.
Approval
of
the
presentation
of
the
Chairman
of
the
Audit
Committee
to
the
Board
of
Directors
of
the
Company
as
of
21/3/2022
in
accordance
with
article
44
of
Law
4449/2017
as
amended
by
articles
10,
15
and
16
of
Law
4706/2012
and
the
relevant
its
decision
EC
No.
Prot.
1508
of
17/7/2020.
1.
Regular
Audit
supervision.
2.
Financial
Information
Process.
3.
Internal
control
system
(ICS),
regulatory
compliance,
risk
management
and
Internal
Audit
Department.
4.
Report
of
the
Acts
of
the
Audit
Committee
for
the
year 2020
.
-
Issue
3:
Procedures
of
internal
control,
regulatory
compliance,
risk
management
and
Internal
Audit
Department
A.
Approval
of
the
induction
training
program
of
the
new
Head
of
Internal
Audit.
B.
Internal
audit
report
of
FOURLIS
HOLDINGS
SA
for
the
audit
year
2021.
C.
Internal
audit
project
report
of
FOURLIS
HOLDINGS
SA
for
the
period
January
1,
2022
-
March
16,
2022.D.
Action
plan
status
update.
E.
Planning
of
internal
audit
projects
of
FOURLIS
HOLDINGS
SA
for
the
period
March
17,
2022
–
May
6,
2022 F. Revision of the Internal Audit Manual G. Corporate Governance Issues.
- Issue 4: Other. A. Approval of Minutes of previous EU meeting.
•Meeting as of 12/5/2022
-
Issue
1:
External
Audit.
A.
Approval
of
the
receipt
of
non-audit
services
by
the
auditing
company
that
performs
the
mandatory
audit
of
the
Financial
Statements.
B.
Appraisal
of
EY’s
audit
services
C.
Statutory
Audit
Fees
2022
(Statutory
fees)
D.
Preparation
of
the
request
for
proposal
(RFP)
for
the
selection
of
statutory auditors.
-
Issue
2:
Financial
information
procedure
(case
b
of
par.
3
of
article
44
of
Law
4449/2017).
A.
Consolidated Financial Statements of the Group for the first quarter 202
2
of the Company.
-
Issue
3:
Procedures
of
internal
control,
regulatory
compliance,
risk
management
and
Internal
Audit
Department.
A.
Report
of
the
Company's
internal
audit
project
for
the
period
March
17,
2022
–
May
6,
2022.
B.
Report
of
the
EY
to
the
Company's
Board
of
Directors
for
the
performed
internal
audit
of
the
period
March
17,
2022
–
May
6,
2022.
C.
Planning
of
the
Company's
internal
audit
projects
for
the
period
May
2022
-
August
2022.
D.
Regulatory
Compliance
Report
for
Q1
2022
and
planning
for
Q2
2022.
E.
Risk
Management
Report
for
Q1
2022
and
planning
for
Q2
2022.
F.
Selection
procedure
of
the
company
for
the
evaluation
of
the
Internal
Control
System
of
FOURLIS
HOLDINGS
SA
and
the
most
important
subsidiaries
of
HOUSEMARKET
SA
and
INTERSPORT
SA,
in
accordance
with
the
requirements
of
Law
4706/2020 and decision 1/891/30.9.2020 of EC.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
138
- Issue 4: Other. A. Audit Committee self-Assessment B. Approval of Minutes of previous EY meeting.
•
Meeting as of 6/6/2022
- Sole Issue of the Agenda:
Revaluation of significant FOURLIS HOLDINGS SA subsidiaries.
•
Meeting as of 17/6/2022
-
Sole
Issue
of
the
Agenda:
Establishment
of
the
Audit
Committee
in
a
Body
and
election
of
its
Chairman
in accordance with the provisions of article 44 of law 4449/2017.
•
Meeting as of 1/9/2022
-
Issue
1:
External
Audit.
A.
Consolidated
Group
Financial
Statements
for
the
First
Half
of
2022
of
FOURLIS
HOLDINGS
SA.
B.
Presentation
of
the
Audit
Committee
to
the
Board
of
Directors
regarding
the
six-monthly financial report of FOURLIS HOLDINGS SA.
-
Issue
2:
Financial
reporting
process.
A.
Consolidated
Group
Financial
Statements
for
the
first
half
of
2022 of FOURLIS HOLDINGS SA.
-
Issue
3:
Procedures
of
internal
control
systems,
regulatory
compliance,
risk
management
and
Internal
Audit
Department.
A.
Internal
audit
project
report
of
FOURLIS
SA
HOLDINGS
for
the
period
May
7,
2022
–
August
31,
2022
&
Action
plan
status
update.
B.
Report
of
the
EY
to
the
Board
of
Directors
of
FOURLIS
SA
HOLDINGS
for
the
internal
audit
carried
out
for
the
period
May
7,
2022
–
August
31,
2022.
C.
Planning
of
internal
audit
projects
of
FOURLIS
SA
HOLDINGS
for
the
period
September
2022
–
November
2022.
D.
Examination
of
proposals
of
consulting
companies
for
the
co-sourcing
of
Internal
Audit.
E.
Procedure
for
receiving
bids
for
the
external
evaluation
of
the
Internal
Audit
Unit.
F.
Regulatory
Compliance
Report
for
Q2
2022
and
planning
for
Q3
&
Q4
2022.
G.
Risk
Management
Report
for
Q2
2022
and
planning
for
Q3 & Q4 2022.
-
Issue
4:
Other.
A.
Approval
of
the
Minutes
of
the
previous
meeting
of
the
EY..
B.
Revision
of
the
Operating Regulations of the Internal Audit Unit.
•
Meeting as of 17/11/2022
-
Issue
1:
External
Audit.
A.
Confirmation
of
a
meeting
with
the
external
auditors
on
2/12/2022
for
the
audit
of
the
year
2022.
B.
Discussion
regarding
the
update
of
the
approval
process
for
receiving
non-
audit
services
from
the
audit
firm
that
performs
the
mandatory
audit
of
the
Financial
Statements.
C.
Approval
of
receipt
of
non-audit
services
from
the
audit
company
that
performs
the
mandatory
audit
of
the Financial Statements.
-
Issue
2:
Financial
information
procedure.
A.
Overview
of
Consolidated
Financial
Statements
of
the
Group for the period 1/1 - 30/9/2021
-
Issue
3:
Procedures
of
internal
control
systems,
regulatory
compliance,
risk
management
and
Internal
Audit
Department.
A.
Report
of
the
internal
audit
project
of
FOURLIS
HOLDINGS
SA
for
the
period
September
1,
2022
–
November
16,
2022.
B.
EY
report
to
the
Board
of
Directors
of
FOURLIS
HOLDINGS
Annual Financial Report for the period
1/1/2022 to 31/12/2022
139
SA
for
the
internal
audit
carried
out
for
the
period
September
1,
2022
–
November
16,
2022.
C.
Planning
of
internal
audit
projects
of
FOURLIS
SA
HOLDINGS
SA
for
the
period
November
2022
–
February
2023.
D.
Review
of
Audit
Plan
2022.
E.
Internal
Audit
Self-Assessment.
F.
Internal
Control
System
Assessment
Progress
by
Grant
Thornton.
G.
Regulatory
Compliance
Report
for
Q3
2022
and
planning
for
Q4
2022.
H. Risk Management Report for Q3 2022 and planning for Q4 2022.
-
Issue
4th:
EY
meetings
and
actions.
A.
Planning
of
Audit
Committee
meetings
and
actions
2023.
B.
Sustainable
development
policy
-
Planning
a
meeting
with
the
Group
Sustainable
Development
and
CSR
Director.
C.
Scheduling
the
annual
evaluation
of
the
Head
of
Internal
Audit.
D.
Planning
for
the
preparation of an annual audit committee report.
-
Issue
5:
Other.
A.
Approval
of
the
Minutes
of
the
previous
meeting
of
EY.
B.
Discussion
regarding
the
update
of
the
Operating
Regulations
of
the
Audit
Committee.
C.
Letters
of
capital
market
Commission.
D.
Informing
the
Audit
Committee
on
the
Compliance
Procedure
with
the
obligations
of
article
14,
paragraph
3,
letter
(f)
of
Law
4706/2020
and
articles
99-101
of
Law
4548/2018
regarding
transactions
with Related Parties.
•
Meeting as of 2/12/2022
-
Issue
1st:
Meeting
with
the
external
auditors
for
the
scheduling
of
the
audit
work
at
the
end
of
the
fiscal year 2022.
. - Issue 2: Approval of the 2023 Internal Audit Program by the EY.
- Issue 3: Informing the Audit Committee on Sustainable Development issues.
During
the
year
2022,
the
members
of
the
Nomination
and
Remuneration
Committee
held
a
total
of
eight (8) meetings, during which they discussed the following issues:
• Meeting as of 17/1/2022
-
Issue
of
the
Agenda:
Discussion
on
issues
concerning
the
current
work
of
the
Nomination
and
Remuneration Committee.
• Meeting as of 10/3/2022
-
Issue
1:
Resignation
a)
of
Mr.
Pavlos
K.
Triposkiadis
from
the
position
of
independent
non-executive
member
of
the
Board
of
Directors,
as
well
as
from
the
position
of
member
of
the
Audit
Committee,
and
b)
of
Mr.
Eftichios
Th.
Vassilakis
from
the
position
of
the
non-executive
member
of
the
Board
of
Directors.
Submission
of
a
proposal
to
the
Board
of
Directors
for
the
replacement
of
the
aforementioned
resigned.
-
Issue
2:
Submission
of
a
proposal
to
the
Board
of
Directors
regarding
the
remuneration
of
the
new
head
of
the
Internal
Audit
Department,
who
will
be
appointed
to
replace
the
resigned
Ms.
Aggeliki
Bogdanou.
• Meeting as of 21/3/2022
Annual Financial Report for the period
1/1/2022 to 31/12/2022
140
-
Issue
1:
Approval
of
a
revised
version
of
the
Operating
Regulations
of
the
Nomination
and
Remuneration Committee.
-
Issue
2:
Informing
the
Committee
on
the
progress
of
the
project
of
identifying
and
attracting
human
resources
suitable
for
being
a
member
of
the
Board
of
Directors,
in
accordance
with
the
decisions
of
the
Committee of 22.10.2021 and 30.11.2021.
- Issue 3: Discussion on other issues within the competence of the Committee.
• Meeting as of 16/5/2022
-
Issue
of
the
Agenda:
Submission
of
the
Committee's
proposal
to
the
Board
of
Directors
for
the
composition and formation of the new Board of Directors.
• Meeting as of 17/6/2022
-
Issue
of
the
Agenda:
Establishment
of
the
Committee
for
the
Promotion
of
Nominations
and
Remuneration
in
a
Body
and
election
of
its
Chairman
in
accordance
with
the
provision
of
article
10
paragraph 3 of Law 4706/2020.
• Meeting as of 5/9/2022
-
Issue
1:
Implementation
of
the
appraisal
process
of
the
Board
of
Directors
on
a
collective
and
individual
level, in accordance with the Operating Regulations of the Nomination and Remuneration Committee.
-
Issue
2:
Informing
the
Nomination
and
Remuneration
Committee
regarding
the
progress
of
the
project
to identify human resources suitable for being of a member of the Board of Directors.
• Meeting as of 10/10/2022
-
Issue
of
the
Agenda:
Informing
the
Nomination
and
Remuneration
Committee
on
the
issues
related
to
the
implementation
of
the
evaluation
process
of
the
Board
of
Directors
on
a
collective
and
individual
level
and
the
perspective
of
undertaking
and
implementing
the
relevant
project
by
the
consulting
company Nestor Advisors.
• Meeting as of
21
/11/2022
-
Issue
of
the
Agenda:
Implementation
of
the
evaluation
process
of
the
Board
of
Directors
at
a
collective
and
individual
level,
in
accordance
with
the
Operating
Regulations
of
the
Nomination
and
Remuneration
Committee.
Selection
of
candidate
external
consultants
for
the
purpose
of
assigning
the
evaluation
project of the Board of Directors.
Section 16 includes the Audit Report of the Audit Committee for the year 2022.
15.10
Detailed
CVs
/
Resumes
of
the
members
of
the
Board
of
Directors
and
senior
executives
Vassilis Fourlis, Chairman of the Board of Directors, Executive Member
Annual Financial Report for the period
1/1/2022 to 31/12/2022
141
Personal information:
Nationality:
Hellenic
Year of birth:
1960
Current positions:
Chairman
of
the
Board
of
Directors
of
FOURLIS
HOLDINGS
SA,
Chairman
of
the
Board
of
Directors
of
TRADE
ESTATES
REIC,
Vice
Chairman
of
the
Board
of
Directors
of
HOUSEMARKET
SA
(IKEA),
member
of the Board of Directors of INTERSPORT SA
Member
of
the
Boards
of
Directors
of
the
Hellenic
Foundation
for
European
&
Foreign
Policy
(ELIAMEP)
and the Hellenic Society of Environment and Culture.
Previous Professional Experience:
He
has
been
a
member
of
the
Boards
of
Directors
of
the
Association
of
Enterprises
and
Industries
(SEV),
of
the
Hellenic
Corporate
Governance
Council
(HCCC)
of
the
company
TITAN
Cement
SA,
OTE
SA,
of
IMITHEA
SA
(Henry
Dunant
Hospital
Center),
of
Piraeus
Bank,
Vivartia
SA,
as
well
as
National
Insurance
SA.
In
2004
he
was
awarded
the
"Kouros
Entrepreneurship"
award
by
the
President
of
the
Hellenic
Republic.
Academic Qualifications:
Master of Science in Management (International Business), Boston University/ Brussels,
graduation
year
1989
Master of City Planning (Economic Development and Regional Planning), University of California
/Berkeley,
graduation year
1985
Bachelor of Arts (Honors in Economics and Urban Studies), College of Wooster,
graduation year
1983
Dafni Fourlis
Vice Chairman of the BoD, Executive Member
Personal Data:
Nationality:
Hellenic
Year of birth
1966
Current Positions:
Vice Chairman of the Board of Directors of Fourlis Holdings SA, as well as
Chairman of the Board of Directors of Intersport Athletics SA, and
Chairman of the Board of Directors of HOUSEMARKET SA (IKEA)
Previous Professional Experience:
1989
–
2000
Marketing
Department
Wholesale
of
FOURLIS
BROS
SA
(currently
renamed
to
“FOURLIS
HOLDINGS SA”)
Annual Financial Report for the period
1/1/2022 to 31/12/2022
142
Academic Qualifications:
Business Administration BSc awarded by the Deree College
Lida
Fourlis,
Executive
Member
of
the
Board
of
Directors,
Director
of
Social
Responsibility
and Sustainable Development
Personal information:
Nationality:
Hellenic
Year of birth:
1965
Current positions:
Advisor-Executive member of the BoD of FOURLIS HOLDINGS SA (since 2008)
Vice Chairman of the BoD of INTERSPORT ATHLETICS S.A. (since 2005)
Chairman of the BoD of TRADE STATUS SA (DP… am stores) (since 2006)
FOURLIS Group Social Responsibility Director (since 2008)
Previous Professional Experience:
1989- 1997: FOURLI BROS SA- Marketing Department
1998-2008: Director of Human Rescources at FOURLIS Group
Academic Qualifications:
BA - Honours in Economics, American College of Greece - Deree College
MBA – Amos Tuck School- Darmouth College U.S.A.
David
W.
Watson,
Independent
Member
of
the
Board
of
Directors,
Chairman
of
the
Nomination and Remuneration Committee
Personal Data:
Citizenship:
U.S. and Greek (European Union)
Year of birth:
1947
Residences:
Casco, Maine, US and Athens, Greece
Current Job Positions:
Currently serving as Independent Non-Executive Member in two Boards of Directors:
•
easyGroup Holdings (since 2008), Munich
- easyGroup is a holding company owned by Mr. Stelios
Hadji-Ioannou, engaged in various easy-branded businesses. In addition, he is a member of the
Board of Directors, Trustee in the Trust Company and member of Stelios Philanthropic Foundation
Annual Financial Report for the period
1/1/2022 to 31/12/2022
143
• FOURLIS HOLDINGS SA (since 2016), Chairman of the Nomination and Remuneration Committee. He
has also served as a member of the Audit Committee of FOURLIS HOLDINGS SA and its subsidiary
HOUSEMARKET SA.
Previous Professional Experience:
-
April 2002 to December 2005
Business Manager at Eurobank
Responsible for Subsidiary Banks in SE Europe, Athens, Greece
-
June, 1998 to September, 2001
Managing Director of Piraeus Bank, Athens, Greece
Completed the operational merger of three banks.
-
January, 1997 to May, 1998
Country Corporate Officer, Citibank Egypt, Cairo, Egypt
-
September, 1990 to December, 1996
CEO of Xiosbank, Athens, Greece
Xiosbank
was
a
new
start-up
venture
opening
for
business
established
in
1990
due
to
the
market
deregulation.
-
January, 1990 to August, 1990
Deputy Division Risk Manager
Citibank – Middle East and Southern Europe, London, Great Britain
-
April, 1987 to December, 1989
Institutional Bank Business Manager for Citibank Greece, Athens, Greece
-
June, 1985 to March, 1987
Regional Manager of Business Risk Review
Citibank – Southeast Asia, Manila, Philippines
-
July, 1974 to May, 1985
Citibank Greece
Various Assignments - Corporate Banking
Academic Qualifications
:
Northeastern University Boston, Massachusetts MBA
Elective emphasis on advanced accounting.
Miami University Oxford, Ohio BA
Seminars in Banking, Management and Business Strategy.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
144
Stelios
Μ
. Stefanou Independent Non-executive Member of the Board of Directors,
Chairman of the Audit Committee and Member of the Nomination and Remuneration
Committee.
Personal Data:
Nationality:
Hellenic and Cypriot
Year of birth:
1962
Recent Job Positions:
2005 - to date
Entrepreneur –
MBO of METAXA plant. Exclusive producer of the METAXA brands,
Skinos Mastiha, Green Cola soft drinks, Three Cents soft drinks and other smaller
alcoholic and nonalcoholic brands.
Haagen-Dazs Master Franchisee in Cyprus and Haagen-Dazs Franchisee in Greece.
2016
-
to
date
Independent
BoD
Member,
Chairman
of
the
Audit
Committee
and
Remuneration
Committee of CNP Zois SA.
2020
-
to
date
Independent
BoD
Member,
Member
of
the
Audit
Committee
of
CNP
Asfalistiki
&
CNP
Cyprialife, in Cyprus.
2021
–
to
date
Independent
Member
of
the
Board
of
Directors
of
Fourlis
SA,
Chairman
of
the
Audit
Committee and member of the Nominations and Remuneration Committee
Previous Professional Experience:
1985 – 1990
KPMG London Office - Senior Audit Supervisor
1990 - 1992
METAXA - Financial Planning & Analysis Manager
1992 - 1997
METAXA - Chief Financial Officer
1997 - 1999
METAXA - Managing Director and Head of UDV European Operations
1999 - 2005
METAXA - Managing Director and shareholder in JV with BOLS BV
2001 - 2004
Independent BoD Member of Hellenic Bank Unit Trust
2007-2021
Independent
Member
of
the
Board
of
Directors,
Chairman
of
the
Audit
Committee
of Elgeka SA
2009-2012
Member
of
the
Board
of
Directors,
of
ERT.
Chairman
of
the
Board
of
Directors
for
the last ten months of its
service
Education:
1982 - 1985
THE LONDON SCHOOL OF ECONOMICS
Annual Financial Report for the period
1/1/2022 to 31/12/2022
145
BSc (Hons) in Economics (Accounting & Finance)
1985 - 1990
KPMG - London Office
1988 – to date
FCA - Member of the Institute of Chartered Accountants in England and Wales
2020 – to date
Continuous participation in ESG training seminars
Apostolos Petalas, Chief Executive Officer, Executive Member of the Board of Directors
Personal Data:
Nationality:
Hellenic
Year of birth:
1960
Professional Experience:
2007-Until today
Fourlis Group
CEO
FOURLIS
HOLDINGS
SA,
Executive
Member
of
the
BoD
of
FOURLIS
HOLDINGS
SA,
Non-executive
member
of
the
BoD
of
TRADE
ESTATES
REIC,
Member of the Audit Committee of TRADE ESTATES REIC
➢
IKEA Franchisee in Greece, Bulgaria, Cyprus
➢
Intersport Franchisee in Greece, Romania, Bulgaria and Turkey (140 stores)
➢
Distributor
of
Samsung,
General
Electric,
Liebherr
&
Körting
companies
in
Greece and Romania until 2011
➢
Main
tasks
include
Strategic
Directions,
Development
of
New
Activities,
Organizational
Planning
&
Development,
Communication
with
Investors,
Development
of
relationships
with
business
partners
and
key
shareholders,
Setting targets & performance goals
➢
Report to the Board of Directors of the Group
1999 - 2006
PBG (Pepsi Bottling Group), Greece
➢
Responsible
for
Greece
(Production,
Sales,
Marketing
&
Distribution)
and
the
Operation of PepsiCo Franchise Operations in Cyprus and the Balkans
➢
Complete
portfolio
of
Carbonated
Soft
Drinks,
Mineral
Water
(Natural
&
Carbonated), Natural Juices, Iced Tea and Isotonic Drinks
➢
Revenue
€
130
million,
3
Production
Factories,
200
Distributors,
700
Employees,
Distribution Channels (Retail, On the Go, Wholesale, Exports)
➢
Reference to European and Global Central Administration
1996 - 1998
PEPSICO Greece
Annual Financial Report for the period
1/1/2022 to 31/12/2022
146
Reference
to
the
General
Directorate
of
Greece
and
to
the
central
Financial
Administration
1990 – 1995
PEPSICO Greece
Report to the Chief Financial Officer
1985 – 1990
Colgate–Palmolive Greece
Cash and Costing Manager
Report to the Chief Financial Officer
Independent
Member
of
the
BoD,
Independent
Vice-Chairman,
Chairman
of
the
Audit
Committee
and
Chairman
of
the
Nominations
and
Remuneration
Committee
of
the
listed
company
« AS
Company
SA ».
Member
in
many
Associations
in
Greece,
indicatively :
SEVT,
SELPE,
SEV,
EASE ,
Hellenic-American
Chamber etc.
Academic Qualifications:
1992-1993
PepsiCo Executives Strategic Development Program (international)
1978-1982
University of Piraeus, Department of Business Administration
Maria Georgalou, Independent non Executive Member
Personal Data:
Nationality:
Hellenic
Year of birth
1960
Professional activity:
Current position:
Vice President : BESPOKE S.A
Prior professional activity:
2022 - Vice President Chipita Foods S.A.
2014 – 2021 : CHIPITA S.A. Deputy CEO
2013 – 2019: DOLPHIN GROUP (ARGENTINA), Representative of Greece Real Estate Investments
2011 – 2014 : DRY CLEANING SERVICES LTD, Member of the founding team, Master Franchisee of
5asec, (Romania, Greece. Serbia, Croatia, Skopje).
2004 – 2011 : DELTA HOLDING S.A. / VIVARTIA SA, Group Financial Director (2007 to 2011),
Business Development Director (2004 to 2007)
Annual Financial Report for the period
1/1/2022 to 31/12/2022
147
1995 – 2004: EMPORIKI VENTURE CAPITAL S.A., Executive Director – Member of the Investment
Committee, Venture Capital Company – 100% subsidiary of Emporiki Bank of Greece
1990 – 1992: DE BENEDETTI GROUP OF COMPANIES (Greece): Financial Analyst (Financial Manager)
at Eurohellenic SA as well as at Cofir SA (Spain) (company listed on the Madrid Stock Exchange)
1979-1989 : GEORGALOS HNOS SA, AGROGEO SA AND AGROFABRIL SA, Assistant internal auditor /
administrative-accounting department, Family business in the food sector
Participates in the Boards of Directors as a member of the companies CHIPITA FOOD S.A. and
CHIPITA S.A.
Education: C.P.A – Chartered Public Accountant Universidad de Belgrano – Buenos Aires - Argentina
and Michael Ham Memorial College (Valedictorian).
Stavroula Kambouridou, Independent non Executive Member
Personal Data:
Nationality:
Hellenic
Year of birth
1979
Professional activity:
Recent position:
•
Jan. 2021-present
CEO DIAS Interbank Systems
•
Feb. 2017-Dec. 2021
Bank of Greece
•
March 2019 - December 2021
Head of the Financial Technology (FinTech)
Innovation Hub Consultant
•
February 2017 - December 2021
Technology Advisor to the President of the Bank of
Greece.
Prior professional activity:
•
Jan. 2009-Dec. 2016
National Bank of Greece (NTE Group)
•
2011 - 2016
Director of IT Procurement Department (2011-2016)
•
2009 – 2011
Executive Advisor.
Member of the main team entrusted with the creation of the
Procurement Group 2009 at the EBG Group.
•
2005 – 20009
IBM Greece
•
2007 – 2009
Director of Customer Systems
•
2005 – 2007
Hardware Sales Specialist (2005-2007)
Previous Roles/Positions
:
•
Stanford University • Research Assistant
•
Stanford University • Teaching Assistant
Annual Financial Report for the period
1/1/2022 to 31/12/2022
148
Education:
•
December 2021 Harvard Business School, USA
Executive Training
•
2002-2004 Stanford University, USA
Master of Science (MSc) in Electrical Engineering. (with full scholarship from Stanford
University)
•
1997 – 2001 University of Athens, Greece
Bachelor's Degree (BSc) in Information Technology and Telecommunications (with distinction)
Master's Thesis on: "Performance Development Techniques Specifications and Power Quality
of Service on Internet Protocol (IP) Wireless Networks"
Collaborations – Participation in Teams / Professional Awards:
•
Stanford University Alumni Association in Greece (Board member since 2018)
•
"Rookie of the Year" Award (2006) from IBM Europe, for achieving the highest sales target of
an IBM recruit in the European territory (exceeding revenue and profit targets by more than
280%)
•
Nominated by IBM for 100% participation in the IBM Clubs (2006, 2007, and 2008) for
overachievers/excellents and in the Golden Circle Association (2006) for exceeding their goals
by more than 200%.
•
Full scholarship for research/teaching at Stanford University to complete the Master of Science
(2 years)
Languages: English (Bilingual), German (Basic Knowledge), Greek (Native)
Ioannis Zakopoulos, Company’s Secretary
Personal Data:
Nationality:
Hellenic
Year of birth
1958
Professional activity:
1/1986 - today
Legal
Services
-
Legal
Advisor
of
companies,
with
specialization
in
commercial
law
Other activities:
6/2020 – to date
Member of the Board of Directors of "FLEXUS INVESTMENT S.A. "
6/2012 – to date
Member
of
the
Board
of
Directors
of
the
company
"RENTIS
REAL
ESTATE
INVESTMENTS SA"
2/2011 – to date
Company’s Secretary of "FOURLIS HOLDINGS SA"
Academic Qualifications
1982 - 1983
DESS Banque et Finances,
Universit
é
Paris
I
Panth
é
on
-
Sorbonne
(Master's degree in Banking Law)
Annual Financial Report for the period
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•
Diploma
thesis
on
"Le
controle
des
changes
relatif
aux
importations
et
aux
exportations"
(The
exchange
control
related
to
imports
and
exports")
•
Internship at the National Bank of Greece (France)
1981 - 1982
DEA
Droit
des
Affaires
et
Droit
Economique,
Université
Paris
I
Panthéon
-
Sorbonne (Master’s Degree in Business Law and Financial Law)
1976 - 1981
Degree in Law, Law School of the University of Athens
1970 - 1976
Varvakeios Model School
Military service
:
1983 - 1985
Hellenic Air Force
Foreign Languages:
English, French
Nikolaos Lavidas, Member , Independent non Executive member
Personal Data
Nationality:
Hellenic
Year of birth
1970
Current Job Positions:
2022-present:
AB
Vassilopoulos
SA:
CEO
and
head
of
the
Executive
Committee,
for
AB
Vassilopoulos
Group,
member
of
Ahold
Delhaize
Group.
AB
Vasilopoulos
is
a
company
with
a
turnover
of approximately 2 billion euros, 592 stores and 14,000 associates.
2019-2022:
Upfield
Greece:
General
Management
of
the
company
in
August
2019
initially
having
responsibility
for
Greece,
Cyprus
and
Albania
and
then
for
the
wider
region
of
Southeast
Europe,
additionally
taking
responsibility
for
Slovenia,
Serbia
,
Croatia,
Bosnia,
Montenegro,
Kosovo,
Skopje,
Romania,
Moldova
and
Bulgaria.
A
key
priority
was
the
strengthening
of
the
existing
organization
of
the
newly
established
company
and
its
split
from
Unilever
following
the
recent
acquisition
of
the
margarine
and oils sector by KKR as well as the return of the sector to a growth trajectory.
PREVIOUS PROFESSIONAL EXPERIENCE
2011-2019:
Sklavenitis
Group:
Initially
assumed
the
role
of
General
Development
Manager
with
the
main
responsibility
of
reorganizing
the
company
and
creating
the
appropriate
framework
in
order
to
support
a
series
of
acquisitions,
which
led
to
the
creation
of
the
largest
retail
group
in
Greece
with
a
turnover
that
exceeded
€3
billion,
with
more
than
500
stores
nationwide
and
a
workforce
of
over
30,000
employees.
Following
the
acquisition
of
Carrefour's
activities
in
Greece
in
2016,
he
assumed
the
position
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of
General
Administrative
Director
with
the
main
objective
the
absorption
of
its
local
network
and
smoothly integrating it into the Sklavenitis operating system.
1996-2011
Kraft
Foods
Greece:
In
2009,
after
a
14-year
career
in
Kraft
Food
Greece,
holding
various
positions
of
increasing
responsibility,
he
assumed
the
position
of
CEO
with
the
main
responsibility
for
the
merger
of
the
local
organizations
of
Kraft
and
Cadburys,
which
led
to
the
creation
of
the
largest
company in the snacks industry in Greece.
Education:
He
holds
a
postgraduate
diploma
in
International
and
Commercial
Law
(1994
-
LLM
in
International
and
Commercial
Law,
University
of
Buckingham,
UK,
Graduated
with
Distinction)
as
well
as
a
graduate
in
Business
Administration
(1993,
BSc
in
Business
Administration
University
of
Buckingham,
UK
Graduated
with Merit) ).
Christos Theodoridis,
Group
Internal Audit Manager
Personal information:
Nationality: Hellenic
Year of Birth: 1987
Current Job Position:
March 2022 – to date: Group Internal Audit Manager, FOURLIS HOLDINGS SA
-Preparation and execution of the Internal Audit Plan based on risk assessment.
-Testing of internal controls and preparation of audit reports.
-Communication of audit results to management and recommendation of action plans.
-Reporting to Audit Committee.
Previous professional experience:
November 2019 – February 2022: Group Internal Auditor, Fourlis Holdings S.A.
• Conducting audits based on the Annual Audit Program.
• Checking the effectiveness of security valves and writing reports.
• Suggestions for improvement and agreement of actions with the operational managers.
• Design of data analysis for the audit (Computer-aided audit tools)
September 2014 – October 2019: Risk Assurance Senior Associate, PwC S.A.
• Management of auditing and consulting projects regarding: evaluation of internal security valves, risk
assessment, fraud, evaluation of information systems and procedures, data analysis, implementation
of computerization systems.
• Presentation of results and findings to control groups.
• Providing training to the control teams of data analysis tools (Computer-aided audit tools).
• Business processes blueprinting and optimization.
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Education:
2005 – 2010: Aristotle University of Thessaloniki, Degree in Economics
2012 – 2014: University of Antwerp, BE - MSc in Finance
George
Alevizos,
Chief
Financial
Officer
(Treasury,
IR
and
Risk
Management),
member
of
the Executive Committee
Personal Data
Nationality:
Hellenic
Year of birth
1967
Recent Job Positions:
03/2000– to date
Chief Financial Officer (Treasury, IR and Risk Management)
Key responsibilities:
Financing & Capital Purchase (Capital Markets)
Negotiation,
documentation
and
structure
of
bond
loans,
syndicated
loans,
long-term
loans,
cross-border
loans,
leases
and
special
purpose
financing
(project
financing).
Guarantees
and
letters
of
support.
Relations
with
regulatory
and
supervisory
authorities
(including
the
Hellenic
Capital
Market
Commission
and the Athens Stock Exchange) and ensuring compliance with applicable law.
«Buy-side» and «sell-side» transactions (In Greece and abroad)
Cash pooling, Relations with cooperating banks
Currency
and
interest
rate
risk,
derivatives,
counterparty
risk,
operating
risk
management
and
hedging
techniques
.
Organization
of
presentations
and
events
with
investors,
corporate
communication,
press
releases,
announcements, company’s website.
Property
insurance
against
all
risks,
Liability,
transnational
coverage,
Executive
Insurance
(Directors
&
Officers liability).
Previous professional experience:
XIOSBANK SA (Banking Sector)
04/1995 - 02/2000
Treasury Dealer (Negotiator Money Market and FX)
Negotiator
Money
market
(Bonds,
interest
rate
swaps)
and
foreign
exchange
trader
(Spot,
Forwards,
SWAPS, Options). Certification of type "A" trader of the Derivatives Exchange.
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GIZA BROS SA (Wholesale)
08/1994 - 04/1995
Credit Control Manager
Claims
management
in
a
family
business
distributing
fast-moving
consumer
goods,
snacks
and
food
products.
Boards of Directors:
Trade Estates REIC - Vice President, Executive Member and Member of the Investment Committee
RENTIS Real Estate Investments SA - CEO and member of the BoD
Trade Status SA(DPAM) - Chief Financial Officer and Member of the BoD
Housemarket SA. (IKEA Greece) - member of the BoD
HM Housemarket Cyprus Ltd (IKEA Cyprus) - Member of the BoD
Intersport Athletics Cyprus Ltd - Member of the BoD
Genco Trade SrL (Intersport Romania) – Administrator
Genco Bulgaria EOOD (Intersport Bulgaria) - Administrator
WYLDES Ltd –Director
VYNER Ltd - Director
South Sofia Ring Mall EAD – Director
SEVAS
TEN REAL ESTATE DEVELOPMENT AND EXPLOITATION SA - Vice Chairman of the BoD
MA
ΝΤ
ENKO REAL ESTATE DEVELOPMENT AND EXPLOITATION SA - Vice Chairman of the BoD
Academic Qualifications
ALBA Graduate Business School, Athens, Greece
09/1993 - 09/1994
Master of Business Administration
University of Patras, Department of Mathematics
Manolis Vidoris, IT Director, member of the Executive Committee
Personal Data
Nationality:
Hellenic
Year of birth:
1963
Recent Job Positions:
2012
–
to
date:
I
work
at
FOURLIS
HOLDINGS
SA.
I
am
responsible
for
the
strategic
planning
and
development
of
the
Information
and
telecommunication
systems
and
infrastructures
of
the
Group.
I
participate
in
the
Group’s
Management
Boards
in
regular
meetings
in
order
to
coordinate
all
parties
for
Annual Financial Report for the period
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the
optimal
operation
and
development
of
activities.
On
a
case-by-case
basis,
I
participate
in
or
monitor
all Group's projects related to IT and telecommunications.
Previous Professional Experience:
2004
-
2012:
I
worked
at
HOUSEMARKET
SA,
a
subsidiary
of
FOURLIS
HOLDINGS
SA,
which
is
the
representative
of
the
IKEA
store
chain
for
Greece,
Bulgaria
and
Cyprus.
I
had
the
title
of
IT
Operations
Manager
and
the
responsibility
of
the
efficient
operation
of
the
IT
department
of
the
central
services
and
the
local
IT
departments
of
the
Branches.
•
The
smooth
operation
of
the
front-office
systems
Microsoft
Dynamics
Nav,
LS
Retail
and
Microsoft
CRM.
•
I
actively
participated
in
the
design
and
installation
/
configuration
of
the
logistics
infrastructure
for
the
opening
of
all
the
Company's
Branches
and
its
subsidiaries
in
Greece,
Cyprus
and
Bulgaria.
•
I
participated
in
the
project
of
transition
of
the
Back-office
system
of
Housemarket
to
SAP
ERP.
•
I
participated
in
projects
to
upgrade
logistics
infrastructure and applications at the company's facilities.
2003
–
2014:
Inchcape
Group
in
Greece
(Group
Applications
Development
and
Systems
Administration
Manager)
1999 – 2003: TOYOTA Hellas SA (IT Director)
1993- 1999: I.M.S. Informatics SA (Project Leader)
1988 - 1993: M.I.S. Ltd. (Analyst - Developer)
1987 - 1988: TOYOTA Hellas SA (Analyst - Developer)
1986 - 1988: ELSA SA (Programmer)
1985 - 1987: General Staff of Aviation (Computer Programmer)
Academic Qualifications
1981: Graduate of the Leontio Lyceum of Patission
1985: Graduate of the Private Institute of Informatics. Specialisation: Analyst - Computer Programmer
Professional Certifications:
Microsoft (Microsoft Summit, Developers days, TechEd days
Online IBM OS/400 04/1994
Basis LTD CASE Tool SYNON 2 for IBM AS/400. 10/1994
EEDE Project management. 05/1995
Infoquest SA Time Management. 04/1997
I.M.S SA INFORMIX Data Base, INFORMIX SQL 03/2000
Inchcape TOYOTA Retail Conference (Birmingham – England) 04/2000
HP/Oracle E-services / E-business Executive Seminar 04/2001
Inspirandum PRINCE Project Management Methodology 10/2001
EEDE E-business Technology Seminar 02/2002
ALBA Project Management 07/2003
TMME TOYOTA Paneuropean IT Conference
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Maria Theodoulidou, Group Finance Director (Controlling & Planning), member of the
Executive Committee
Personal Data
Nationality:
Hellenic
Year of birth
1968
Recent Job Positions:
2000 – to date FOURLIS Group of Companies
Financial
Director
of
Planning
and
Control
(2009
–
to
date)
&
member
of
the
Executive
Committee.
Responsibilities for compliance, risk management and corporate governance issues
FOURLIS Group Internal Audit Manager (2000-2008)
Areas
of
professional
experience
:
Financial
Management
and
Financial
Information,
Controlling
and
Internal
Control
Systems,
Taxation,
Corporate
Governance,
Internal
Audit,
Risk
Management,
Risk
Compliance and Compliance Functions,
Project Management and Business Function Redesign.
Previous Professional Experience:
1995 – 2000
KPMG
Director of the Consulting Department (1999 - 2000), Chief Executive Officer (1997 - 1998),
Senior Advisor (1995 - 1996)
1993 - 1994
01 PLIROFORIKI
Project Manager
Academic Qualifications
University of Manchester, UK, M.Sc. in Operations Management
Technical
University
of
Crete,
Greece,
Certified
Production
and
Management
Engineer
(admitted
2nd
in
a row)
19th General High School of Thessaloniki
Professional Certifications:
Certified Information Systems Auditor (CISA)
Certification in Control Self- Assessment /CCSA
Certification in Internal Audit /CIA
Certification in Environmental Audit
Certification as an ISO 9000 Internal Auditor
Memberships:
Member of BOD of INTERSPORT ATHLETICS SA
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Member of BOD of HOUSEMARKET (CYPRUS) LTD
Member of BOD of TRADE ESTATES CYPRUS LTD
Member of BOD of H.M. ESTATES CYPRUS LTD
Independent Member of the Audit Committee of the Hellenic Electricity Distribution Network
Corporate Governance Committee of the Hellenic American Chamber of Commerce
BSE Corporate Governance Committee
BSE Tax Group Committee
Non-Executive Director’s Club in Greece
Public Register of Internal Auditors of Greece
Technical Chamber of Greece
Panhellenic Association of Production and Management Engineers
Act-tlo Youth Professional Solidarity Initiative
Natasha Spirou, Group HR Director, member of the Executive Committee
Nationality: Hellenic
Natasha
Spirou
has
been
with
FOURLIS
Group,
since
2008,
holding
the
position
of
Group
HR
Director,
responsible
for all countries where the Group is operating.
Previous professional experience:
Through
her
professional
working
experience,
she
acquired
a
vast
experience,
in
various
market
sectors,
in
the
field Human Resources.
She
started
her
career
in
Human
Resources
in
1986,
as
Learning
&
Development
Manager
at
Pirelli
Hellas
SA
and
then she joined ΑΒ Vassilopoulos – Group Delhaize Le Lion, holding the same role.
She
took
over
the
role
of
HR
Director
at
STET
Hellas
SA
and
then
took
over
the
Group
HR
Director
position
at
M.J.MAILLIS Group, aiming at formulating the HR strategy, in all countries the Group operated.
As
of
2002
till
2008,
she
joined
Tellas
SA,
a
startup
company,
consortium
of
PPC
and
WIND
Italia,
in
the
telecommunication market (fixed telephony and internet).
Throughout
her
professional
career
her
motives
have
been
the
management
of
new
challenges
as
well
as
the
accomplishment of measurable results, through people.
Education:
She
is
a
graduate
of
Italian
Literature
&
Philosophy
(Aristoteleion
University
of
Thessaloniki,
1980
–
1984),
whereas she has done studies in Marketing (1980 – 1982).
Ioannis
Lioupis,
Group
Business
Development
Manager,
Member
of
the
Executive
Committee
Personal information:
Nationality: Hellenic
Year of Birth: 1959
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Recent Job Positions:
2017 – to date
FOURLIS GROUP
Business Development Manager
Responsible
for
exploring,
evaluating
and
developing
new
business
potential
opportunities
in
the
best
performing and most profitable retail sectors in South East Europe.
He reports to the CEO of the Group.
Previous professional experience:
He was a member of the Boards of Directors of the companies:
FOURLIS HOLDINGS SA, Fourlis Trade SA, Service One SA and P. Kotsovolos SA
2002-2016
FOURLIS TRADE SA
CEO
FOURLIS
TRADE
was
one
of
the
largest
trading
companies
in
electrical
and
electronic
devices
in
the
Greek
market
with
the
exclusive
representation
of
large
and
established
companies
abroad,
such
as
Samsung, General Electric, Liebherr, Neff and Korting.
He reports to the Group CEO.
2000 - 2002
FOURLIS TRADE SA
Marketing Director
He reports to the CEO
1991 – 1994 FARAN LABORATORIES SA
Product Manager
He reports to the General Manager.
1989 - 1991.
FOUNDATION FOR ECONOMIC & INDUSTRIAL RESEARCH (IOBE)
Head of Sectoral Research Reports
He reports to the Director of Sectoral Research Reports
Education:
1996 – 2000
FOURLI BROS SA
Marketing Manager
He reports to the CEO.
1994 – 1996
WELLA HELLAS SA
Group Product Manager
He reports to the
Commercial Director
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1983-1985 UNIVERSITY COLLEGE OF WALES, UK
M.Sc. Marketing
1980-1983 UNIVERSITY OF NEWCASTLE UPON TYNE, UK
B.Sc. Food Marketing
Anestis Partalidis, CEO TRADE LOGISTICS, member of the Executive Committee
Personal information:
Date of birth: 6/10/1956
Place of birth: ISTANBUL
Education:
1975-1981
National Technical University of Athens, School of Mechanical Engineering.
Professional activity:
1983-2000
Gr.
Sarantis
SA.
Initially
as
a
procurement
manager,
then
as
Operations
Manager
and
finally
as a Logistics Manager. In 1997 he created the storage facilities of Gr. Sarantis in Oinofyta.
2000-
to
date
FOURLIS
Group.
From
2000
to
2004
as
Logistics
Director
in
Kotsovolos
(it
was
a
company
of
the
FOURLIS
Group
at
that
time)
and
later
as
CEO
in
Trade
Logistics.
He
was
the
leader
of
the
team
that
designed
and
implemented
the
project
of
the
Trade
Logistics
facilities
in
Schimatari,
from
which
the
IKEA
and
INTERSPORT
stores
of
the
Fourlis
Group
in
five
countries
are
currently
supplied.
The
Trade
Logistics
facilities
are
connected
to
the
railway
network,
they
are
equipped
with
two
automation
systems,
the
first
for
pallet
handling
and
the
second
for
order
collection
and
their
energy
balance is neutral.
Trade
Logistics
in
2009
won
the
"European
Supply
Chain
Excellence
Award
in
Logistics"
in
London
among
eighty
entries
from
all
European
countries
and
in
2011
in
Berlin,
the
second
place
in
the
competition
"Supply Chain Distinction Awards"
Awards:
In
2015,
he
was
named
"Professional
of
the
Year
2015"
in
Brussels
by
the
European
Logistics
Association
(which
has
fifty
thousand
members
in
thirty
European
countries).
In
the
same
year
he
was
awarded
the
MEGAS ALEXANDROS prize by the Logistics Management Institute of Greece.
Additional activities:
He
was
a
member
of
the
Permanent
Committee
of
Logistics,
of
the
Ministry
of
Development
(2013-
2014),
since
2016
he
is
a
member
of
the
Council
of
Development
and
Competitiveness
of
the
Supply
Chain
,
also
he
is
Coordinator
of
the
National
Logistics
Committee,
member
of
the
Working
Group
"Smart
Transport
and
Supply
Chain"
of
the
General
Secretariat
for
Research
&
Technology,
member
of
the
Legislative
Drafting
Committee
for
the
review
of
the
institutional
framework
of
logistics
and
member
of the Initiative Group for the Logistics of Hellenic Federation of Enterprises.
He is the Chairman of the Board of INTERSPORT ATLETIK in Turkey.
Seminars - Conferences:
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He
has
attended
numerous
seminars
and
conferences
in
Greece
and
abroad
and
has
participated
as
a
speaker in many conferences.
Languages:
English, Turkish
Panagiotis Katiforis, CEO HOUSEMARKET, member of the Executive Committee
Personal information:
Nationality: Hellenic
Year of Birth: 1967
Recent Job Positions:
Mr.
Panagiotis
Katiforis
is
the
CEO
House
Market
(IKEA)
from
2011
until
today.
House
Market
is
a
subsidiary of FOURLIS Holdings SA which operates IKEA stores in Greece, Cyprus and Bulgaria.
Previous Professional Experience:
From
2007
to
2011
he
was
General
Manager
of
SARA
LEE
Hellas.
From
2000
to
2007
he
was
a
manager
of
Kimberly
Clark
in
various
positions,
responsible
in
Europe
and
Greece.
From
1994
to
2000
he
held
various
managerial
positions
at
Beiersdorf
Hellas,
whereas
from
1985
to
1993
he
worked
in
the
family
business that produced and traded handmade silverware.
From
2011
until
today
he
is
a
member
of
the
BoD
of
HOUSE
MARKET
(IKEA)
as
well
as
of
Trade
Logistics.
Education
:
He
holds
a
degree
in
Marketing
Management
from
the
American
College
in
Greece
(Deree
College)
(1993),
as
well
as
a
Master’s
degree
MBA
with
specialization
in
Finance,
from
the
Strathclyde
Business
School
,
Glasgow
,
Scotland
.
Evangelos Batris, CEO of INTERSPORT, member of the Executive Committee
Personal information:
Nationality: Hellenic
Year of Birth: 1975
Recent Job Positions:
Mr.
Evangelos
Batris
is
the
CEO
of
Intersport
SA
from
2020
until
today.
Intersport
SA
is
a
subsidiary
of
FOURLIS
Holdings
SA,
which
operates
Intersport
stores
in
Greece,
Cyprus,
Bulgaria,
Romania
and
Turkey.
Previous Professional Experience:
From
2010
to
2019
he
was
a
manager
in
various
positions
at
Nike,
responsible
for
the
EMEA
headquarters
in
the
Netherlands,
for
Eastern
Europe
&
the
Middle
East,
and
in
the
Greek
office
in
commercial roles.
From
2002
to
2010
he
held
various
management
positions
at
Coca
-
Cola
Hellenic,
whereas
from
1999
to 2002 he worked at Allianz as a Private Banking Account Officer.
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From
2020
until
today
he
is
a
member
of
the
BoD
of
Intersport
SA
in
Greece
as
well
as
Intersport
Cyprus
ltd
in
Cyprus
and
Intersport
Atletik
in
Turkey.
He
is
also
the
legal
representative
of
Genco
Trade
Srl
in
Romania and Genco Bulgaria Ltd in Bulgaria.
Education:
He
holds
a
BSc
in
Electrical
Engineering,
Patras
University,
Greece
(1998)
and
a
postgraduate
MSc
in
Business Administration, Cardiff Business School, UK (1999)
Sofia Spiliotopoulou, Head of Business Unit of
Holland & Barrett
Personal information:
Nationality: Hellenic
Year of Birth: 1967
Current Job Positions:
Head of Business Unit of
Holland & Barrett
Prior Professional Activity:
PRESIDENT OF EUROPE REGION (May 2019 – June 2022)
Head
of
the
European
Agency,
member
of
the
Management
Team.
European
P&L
responsibility
for
the
business units of DACH (Germany/Austria/Switzerland), France, UK, Greece and Export.
COMMERCIAL DIRECTOR (May 2012 – April 2019)
Head
of
the
commercial
team
leading
Sales,
Exports,
Business
Development,
Business
Intelligence,
Marketing, Trade Marketing and Training.
SNACKS
&
BEVERAGES
INTEGRATION
DIRECTOR
(October
2010
–
February
2012)
Head
of
the
Integration
team
leading
the
planning
and
implementation
of
the
Integration
of
the
two
PepsiCo
businesses
in
Greece:
Beverages
(Pepsi-Ivi)
and
Snacks
(Tasty
Foods),
in
the
areas
of
Sales,
Finance
,
HR, BIS & Supply Chain.
SOUTHEAST
EUROPE
REGIONAL
DIRECTOR,
FOOD
&
BEVERAGE
MARKETING
&
REVENUE
MANAGEMENT (Jan. 2009 – Oct. 2010)
He
has
led
the
Food
&
Beverage
Marketing
Operations
of
the
Countries:
Turkey,
Romania,
Bulgaria,
Serbia, Bosnia, Croatia, Greece and Israel.
MARKETING DIRECTOR, TRADE MARKETING & ALLIED BUSINESSES, (May 2003 – Dec 2008)
Head
of
the
Marketing
and
Trade
Marketing
departments
of
the
Snack
food
division
of
PEPSICO
in
Greece.
DETERGENT MARKETING MANAGER, (Sept. 2000 – April 2003)
Responsible
for
the
profitable
growth
of
the
Detergents
portfolio
of
the
brands:
SKIP,
SURF,
CAJOLINE
and OMO
HAIR MARKETING MANAGER, (1998 – 2000)
Annual Financial Report for the period
1/1/2022 to 31/12/2022
160
Responsible
for
the
profitable
growth
of
the
entire
hair
portfolio:
ORGANICS,
ULTREX,
TIMOTEI,
SUNSILK, MOD`S HAIR.
Prior
to
the
above,
he
held
various
positions
of
increasing
responsibility
at
Unilever
–
i.e.
TRADE
MARKETING
MANAGER
(1997
–
1998),
HAIR
GROUP
MANAGER
(1996
–
1997),
BRAND
MANAGER
(1993
–
1996),
TRAINING
DIRECTOR
(1992
–
1993),
ASSISTANT
FACTORY
QUALITY
CONTROL
(1989
–
1990)
Academic Qualifications:
CITY UNIVERSITY LONDON: MBA in Engineering Management, Major in Marketing, 1990-1991
UNIVERSITY
OF
PATRAS:
Chemical
Engineer
(MEng),
specialization
in
petroleum
technology,
1984
–
1989
Graduation in 1984 from the 7th Lyceum of Patras
15
.11
Information
on
the
participation
of
the
members
of
the
Board
of
Directors
in
its
meetings and in the meetings of the Committees of article 10 of law 4706/2020
The
following
table
provides
information
on
the
participation
of
the
members
of
the
Board
of
Directors
in its meetings for the year 202
2
.
Composition of the Board
of Directors
Meetings of
the Board of
Directors
during 2022
(15 in total)
Percentage
of
attendance
at the
meetings
Vassilios Fourlis of Stylianos
Chairman
of
the
Board
of
Directors, executive member
Daphne Fourli of Anastasios
Vice
Chairman
of
the
Board
of
Directors, Executive Member
Independent
Vice
Chairman,
Senior
independent
member,
Independent
non-executive
member,
Chairman
of
the
Nomination
and
Remuneration
Committee
Ioannis
Costopoulos
of
Athanasios
Director,
non-executive
member,
Audit
Committee
member
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1/1/2022 to 31/12/2022
161
Director, executive member
Apostolos
Petalas
of
Demetrios
Director, executive member
Stavroula
Kampouridou
of
Alexandros
Director,
independent
non-
executive
member,
member
of
Audit Committee
Stylianos Stefanou of Markos
Director,
independent
non-
executive
member,
Chairman
of
Audit
Committee,
Member
of
the
Nomination
and
Remuneration
Committee
Maria Georgalou of Sofoklis
Director,
member
of
Audit
Committee,
independent
non-
executive member
Nikolaos Lavidas of Panagiotis
Director,
independent
non-
executive
member,
Member
of
the
Nomination
and
Remuneration Committee
The
following
table
provides
information
on
the
participation
of
members
in
the
meetings
of
the
Committees
of
article
10
of
law
4706/2020
and
specifically
of
the
Audit
Committee
and
the
Nominations
and Remuneration Committee for the year 2022.
Composition
of
the
Audit
Committee
Audit
Committee
Meetings
in
2022
(Total 8)
Percentage
of
participation
in
the
meetings
Stylianos Stefanou of Markos
Director
,
independent
non-
executive member
Annual Financial Report for the period
1/1/2022 to 31/12/2022
162
Maria Georgalou of Sofoklis
Director,
independent
non-
executive member
Stavroula
Kampouridou
of
Alexandros
Director,
independent
non-
executive member
100%
(from
1
7
/6/202
2
)
Ioannis
Costopoulos
of
Athanasios
Director, non-executive member
Composition
of
the
Nominations
and
Remuneration Committee
Meetings
of
the
Nominations
and
Remuneration
Committee
during 2022
Total 8
Percentage
of
participation
in
the
meetings
Independent
Chairman,
independent
non-executive
member
Stylianos Stefanou of Markos
Director,
independent
non-
executive member
Nikolaos Lavidas of Panagiotis
Director,
independent
non-
executive member
1
5
.12
Information
on
the
number
of
shares
held
by
each
member
of
the
Board
of
Directors
and each chief executive officer of the Company
The
following
table
provides
information
on
the
number
of
shares
of
the
members
of
the
Board
of
Directors
and
the
main
managers
dated
31/12/2022.
Indirect
participations
are
also
included
in
the
Table.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
163
Chairman
of
the
Board
of
Directors,
executive member
Vice
Chairman
of
the
Board
of
Directors,
Executive Member
Director, executive member
Director, executive member
Chief
Financial
Officer
(Treasury,
IR
and
Risk Management),
Member of the Executive Committee
Group
Business
Development
Manager,
member of the Executive Committee
CEO
HOUSEMARKET,
member
of
the
Executive Committee
CEO
INTERSPORT,
member
of
the
Executive Committee
Managing
Director
TRADE
LOGISTICS,
member of the Executive Committee
Director
of
Informatics,
member
of
the
Executive Committee
Financial
Director
of
Planning
&
Control,
member of the Executive Committee
Director
of
Human
Resources,
member
of
the Executive Committee
Annual Financial Report for the period
1/1/2022 to 31/12/2022
164
1
5
.13
Confirmation
of
the
fulfillment
of
the
conditions
of
independence
based
on
article
9
of
law
4706/2020
of
the
independent
non-executive
members
of
the
Board
of
Directors
before the publication of the annual financial report 2022
The
Board
of
Directors
confirmed
the
fulfillment
of
the
criteria
of
independence
based
on
article
9
of
law
4706/2020,
of
the
independent
non-executive
members
of
the
Board
of
Directors,
before
the
publication
of the annual financial report 2022.
15.14
Reports
and
reports
of
the
independent
non-executive
members
of
the
Board
of
Directors based on article 9 of law 4706/2020
The
independent
non-executive
members
of
the
Board
of
Directors,
from
the
beginning
of
law
4706/2020,
are
obliged
to
submit
to
the
regular
or
extraordinary
General
Meeting
of
the
Company
reports either jointly or individually.
The
content
of
the
above
reports
must
include,
at
a
minimum,
a
report
on
their
obligations,
as
described
in
article
7
of
law
4706/2020:
the
non-executive
members
of
the
Board
of
Directors,
including
the
independent non-executive members, have, in particular, the following obligations:
a)
Monitor
and
examine
the
Company's
strategy
and
its
implementation,
as
well
as
the
achievement
of
its objectives.
b)
Ensure
the
effective
supervision
of
the
executive
members,
including
the
monitoring
and
control
of
their performance.
c)
Examine
and
express
views
on
proposals
submitted
by
executive
members,
based
on
existing
information
15.15
Evaluation
of
the
Internal
Control
System
under
article
4
of
L.4706/2020
and
of
the
decision No.1/891/30.9.2020 issued by the Hellenic Capital Market Commission.
The
Company
has
a
specific
procedure
for
a
periodic
evaluation
of
the
Internal
Control
System
(ICS),
which
shall
be
performed
by
an
objective,
independent,
evidently
certified
and
adequately
experienced
assessor,
as
defined
in
article
9
and
in
article
14
of
L.4706/2020
and
specified
by
the
decision
No.1/891/30.9.2020
of
the
Board
of
Directors
of
the
Hellenic
Capital
Market
Commission.
Further,
the
Company has a specific procedure for the proposal, selection, and approval of the assessor of the ICS.
The
procedure
for
periodic
evaluation
of
the
ICS
specifies
the
objects
to
be
evaluated,
the
form
and
the
recipients
of
the
evaluation
report,
the
regularity,
the
assignment
procedure
to
an
independent
assessor
and the subsidiaries included in the evaluation.
Objects of Evaluation of the ICS
Annual Financial Report for the period
1/1/2022 to 31/12/2022
165
The
objects
of
the
ICS
evaluation
as
specified
in
the
evaluation
procedure
of
the
Company’s
ICS
are
the
following:
The evaluation of the control environment of the Company focuses:
•
On
the
integrity
and
ethics
framework,
in
respect
of
which
the
decisions
of
the
Board
of
Directors
are
taken
and
on
the
monitoring
procedures
for
the
faithful
compliance
with
the
aforementioned
values;
•
On
the
organizational
structure
of
the
Company
through
which
the
fields
of
responsibility
of
the
business
units-directions
are
delimited
and
the
control
of
their
works
and
their
lines
for
reporting
are specified;
•
On
the
structure,
organization
and
operation
mode
of
the
Board
of
Directors,
in
relation
to
the
links
to the executive management, to the supervision of the ICS and to its composition;
•
On
the
corporate
liability
with
which
the
senior
executive
management
of
the
Company
established
its organizational structure for the achievement of the corporate goals;
•
On
human
resources,
in
relation
to
hiring,
remuneration,
training
and
performance
evaluation
policies.
The
control
environment
is
the
foundation
of
the
Internal
Control
System
(ICS)
applied
by
the
Company.
It
affects
the
way
business
strategies
and
goals
are
developed,
the
structure
of
corporate
processes
as
well
as
the
process
of
identification,
evaluation
and
overall
management
of
business
risks.
It
also
affects
the
design
and
operation
of
control
activities,
information
&
communication
systems
as
well
as
the
monitoring mechanisms of the Internal Control System (ICS)
.
The
control
environment
is
essentially
the
sum
of
many
sub-elements
that
determine
the
overall
organization and management and operation of the Company.
The
evaluation
of
the
ICS
focuses
on
the
risk
identification
procedures
(risk
assessment),
on
the
Company’s
management
and
response
procedures
to
these
risks
(risk
response)
and
on
risk
monitoring
and development (risk monitoring).
More
specifically,
the
role,
the
operation
and
the
responsibilities
of
the
Risk
Management
Unit
is
evaluated, as well as the policies applied by this Unit (RMU).
The
adequacy
and
effectiveness
of
the
Company's
Internal
Control
System
(ICS)
is
based
on:
a)
the
nature
and
extent
of
the
risks
it
faces,
b)
the
extent
and
categories
of
risks
that
the
Board
of
Directors
deems
acceptable
to
undertake,
c)
the
probability
of
implementation
of
the
d)
the
Company's
ability
to
reduce
the
impact
of
the
risks
that
are
ultimately
implemented
and
e)
the
operating
costs
of
specific
control activities, in relation to the benefit of risk management
.
Risk
assessment
presupposes
the
determination
of
objective
business
goals
set
by
the
Company’s
executive
management.
Based
on
these,
the
important
events
that
may
affect
them
should
be
identified,
the relevant risks assessed and the Company's response to them determined.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
166
The
evaluation
of
the
control
activities
of
the
ICS
focuses
on
conflict-of-interest,
separation
of
duties
and information system security issues of the Company.
Control
Activities
are
the
policies,
procedures,
techniques,
and
mechanisms
that
are
put
into
operation
to
ensure
that
the
decisions
of
the
Board
of
Directors
regarding
the
management
of
risks
that
threaten
the achievement of the Company's objective goals are implemented. They concern the entire Company
and
are
executed
by
the
executives
of
all
levels
(Board
of
Directors,
Management,
other
employees)
and in all corporate operations.
Control
Activities
consist
of
many
categories
of
actions
that
vary
in
cost
and
degree
of
effectiveness,
depending
on
the
circumstances.
They
include
approvals,
authorizations,
confirmations,
operational
performance
reviews
and
asset
security.
They
are
part
of
the
day-to-day
work
of
employees
and
are
integrated
into
corporate
policies
and
procedures,
which
should
be
reviewed
periodically
in
order
to
be
properly updated.
Each
applicable
control
activity
should
be
associated
with
the
existence
of
relative
risk,
as
otherwise
its
operation
burdens
the
company
with
costs
(direct
or
indirect),
without
providing
benefits
in
terms
of
achieving
its
business
goals.
The
cost-benefit
ratio
is
considered
when
choosing
among
possible
alternative control activities to cover a risk.
Information & Communication
The
evaluation
of
the
Company‘s
ICS,
as
regards
the
effectiveness
of
information
and
communication,
focuses
on
the
effectiveness
of
the
development
and
transmission
procedure
both
of
the
financial
and
non-financial information.
An
element
of
the
Internal
Control
System
(ICS)
is
the
way
in
which
the
Company
ensures
the
recognition,
collection
and
communication
of
information,
at
such
a
time
and
in
a
way
that
allows
its
various
executives
to
perform
their
responsibilities.
This
flow
may
run
in
all
directions,
inside
(from
top
to
bottom,
from
bottom
to
top,
horizontally)
and
outside
the
Company
towards
shareholders,
investors
and supervising authorities.
The
evaluation
of
the
Company’s
ICS
also
aims
at
the
effective
function
of
the
Company’s
mechanisms
and
structures,
assigned
with
the
continuous
evaluation
of
the
ICS
data
and
specifically
at
the
effective
operation of the Audit Committee, the Internal Audit Department and the Regulatory Compliance Unit.
The
monitoring
of
the
Internal
Control
System
(ICS)
of
the
Company
lies
in
the
continuous
evaluation
of
the
existence
and
operation
of
the
components
of
the
internal
control
framework.
This
is
achieved
through
a
combination
of
ongoing
monitoring
activities
as
well
as
individual
evaluations.
The
identified
deficiencies
of
the
Internal
Control
System
should
be
communicated
to
the
highest
levels
of
the
Company,
whereas
the
most
important
of
them
should
be
communicated
to
the
top
management
and
the Board of Directors.
As
regards
the
Audit
Committee,
the
evaluation
focuses
on
monitoring
of
the
effectiveness
of
the
entire
ICS, assigned to the Committee.
As
regards
the
Internal
Audit
Department,
the
evaluation
focuses
on
compliance
with
articles
15
and
16
Annual Financial Report for the period
1/1/2022 to 31/12/2022
167
of L.4706/2020, and particularly:
•
On
the
establishment
and
implementation
of
the
approved
by
the
Company’s
BoD
Rules
of
Operation of the Internal Audit Unit;
•
On
the
incorporation
of
operation
of
the
Internal
Audit
Unit
inside
the
Company’s
governance
framework, on its organizational independence and staffing adequacy;
•
On the review of tools and techniques used by the Internal Audit Unit;
•
On
the
review
of
knowledge
and
qualifications
of
the
personnel
employed
in
the
Internal
Audit
Unit;
•
On
random
review
of
the
audit
report
of
the
Internal
Audit
Unit
of
the
Company
and
its
subsidiaries
regarding
their
timely
submission
as
well
as
their
proper
preparation
and
completeness
under
the
provisions in article 16 of L.4706/2020.
As
regards
the
Regulatory
Compliance
Unit,
the
evaluation
focuses
on
compliance
with
the
provisions
of
corporate governance of L.4706/2020, and particularly:
•
On
its
independence,
access
option
to
all
required
information
sources,
timely
and
valid
communication
of
its
findings,
and
on
its
training
and
information
for
the
purpose
of
monitoring
of
the
effective
adoption
and
strict
implementation
of
the
changes
made
in
the
regulatory
framework;
•
On
the
staffing
adequacy
with
personnel
having
sufficient
knowledge
and
experience
for
the
effective arrangement and fulfillment of the said duties and responsibilities;
•
On
the
establishment
of
an
approved
by
the
Audit
Committee
annual
action
plan
and
on
the
monitoring of its implementation.
Periodic evaluation of the Internal Control System (ICS)
The
periodic
evaluation
of
the
Internal
Control
System
(ICS)
is
carried
out
in
particular
as
regards
the
adequacy
and
effectiveness
of
financial
and
non-financial
information,
on
a
separate
and
consolidated
basis,
as
regards
the
risk
management
and
the
regulatory
compliance,
in
accordance
with
recognized
evaluation
and
internal
control
standards,
as
well
as
the
implementation
of
the
corporate
governance
provisions
of
the
current
legal
framework.
The
evaluation
of
the
Internal
Control
System
is
performed
by
an
independent
person
who
has
proven
relevant
professional
experience,
according
to
the
best
international
practices
(indicative
of
the
International
Auditing
Standards,
the
International
Professional
Standards
Framework
for
Internal
Audit
and
the
Internal
Control
System
Framework
of
the
Committee
(COSO).
The
Company’s
Board
of
Directors
is
responsible
for
the
adequate
and
effective
functioning
of
the
Corporate
Governance
System
and
of
the
Internal
Control
System,
as
this
is
specified
in
articles
1
to
24
of
L.4706/2020.
In
respect
of
this
responsibility
the
BoD
determines
that
the
periodic
evaluation
of
the
ICS
shall
be
made
every
three
(3)
years
with
reference
period
the
one
from
17/7/2021
until
31/12/2022
and estimated evaluation date within 2023.
In
any
case,
the
evaluation
of
the
ICS
constitutes
part
of
the
entire
evaluation
of
the
Company’s
Corporate
Governance
System,
pursuant
to
article
4
par.1
of
L.4706/2020.
The
Company’s
Corporate
Governance
System
is
going
to
be
evaluation
under
relevant
provisions
within
2023
with
reference
date
the 31
st
/12/2022.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
168
The
following
table
summarizes
the
dates
of
first
evaluation
of
the
Corporate
Governance
System
and
of the Internal Control System:
The
Company’s
BoD
is
obliged
to
cooperate
with
the
Hellenic
Capital
Markets
Commission
in
case
that
the latter requests the ad hoc evaluation of the Company’s ICS.
Procedure for the Assignment of Evaluation of the ICS
The
proposal,
selection,
approval
and,
finally,
assignment
procedure
for
the
evaluation
of
the
ICS
opens
with
the
order
of
the
Company’s
BoD
to
the
Chief
Executive
Officer,
so
that
the
latter
can
collect
three
(3)
written
and
signed
offers
by
objective,
independent,
evidently
certified,
and
adequately
experienced
assessors. The Assessors are legal entities or natural persons or an association of individuals.
Subsequently,
the
Company’s
Chief
Executive
Officer
assisted
by
the
Company’s
Chief
Financial
Officer
shall
collect
three
(3)
written
and
signed
offers
by
assessors
meeting
the
following
specific
regulatory
criteria
as
these
are
clearly
specified
in
article
9
of
L.4706/2020
and
in
the
decision
No.
1/891/30.9.2020
of the Board of Directors of the Hellenic Capital Market Commission:
•
Independence (article 9 of L.4706/2020). As independence indications are indicatively mentioned:
✓
The
non-holding,
directly
or
indirectly,
of
a
voting-right
share
equal
to
more
than
zero
comma five percent (0,5%) of the Company’s share capital;
✓
Relief
from
financial,
business,
family,
or
other
kind
of
dependency
relations
with
the
Company,
its
Board
of
Directors,
or
its
executive
officers,
which
may
affect
their
decision-
making.
Objectivity
(decision
No.
1/891/30.9.2020).
Impartial
attitude
and
mindset.
In
respect
of
ensuring
independence
and
objectivity,
the
evaluation
of
the
ICS
cannot
be
performed
by
the
same
Assessor
for a third consecutive evaluation.
•
Certification
and
adequacy
of
knowledge
and
resources
(decision
No.:
1/891/30.9.2020).
The
head
of
the
working
group
for
the
evaluation
of
the
ICS
and
in
any
case
the
signatory
of
the
evaluation
must
have
the
proper
professional
certifications
(according
to
the
professional
standards
invoked
by
the
aforementioned
person)
as
well
as
documented
related
experience
(such
as
for
example
on
ICS
evaluation
projects
and
evaluation
of
corporate
governance
structures).
Further,
the
Assessor
takes
all
necessary
steps,
so
that
upon
execution
of
his/her
work
the
participating
persons
have
proper
knowledge
and
experience
in
relation
to
the
duties
assigned
to
them
and
so
that
he
uses
and
applies
appropriate
quality
assurance
systems,
adequate
human
and
material
resources
and
procedures,
in
order
to
guarantee
afterwards
the
normality
and
quality
of
execution
of
the
relevant
works.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
169
The
next
step
of
the
assignment
procedure
is
the
proposal
of
the
Company’s
Chief
Executive
Officer
to
the
Company’s
Audit
Committee
as
to
the
proper
assessor
under
regulatory
criteria
aforementioned,
but
also under technical and financial criteria.
The
Company’s
Audit
Committee
reviews
the
proposal
of
the
Chief
Executive
Officer
and,
in
its
turn,
makes
a
proposal
to
the
Company’s
BoD,
that
is
the
final
responsible
organ
for
the
selection
of
an
assessor and for the assignment of the ICS evaluation project.
The
selected
assessor
in
turn
starts
working
on
the
project,
which
is
finalized
upon
issuance
of
the
evaluation report described below.
ICS Evaluation Report and Recipients
The
ICS
Evaluation
results
in
a
concise
but
also
detailed
report
covering
the
aggregate
findings
and
possible
risks
in
relation
to
the
evaluation
objects.
The
two
reports
necessarily
mention
the
date
and
time of their drafting, the evaluation reference date and the period covered.
The
recipients
of
the
concise
and
detailed
report
are
the
Board
of
Directors
and
the
Company’s
Audit
Committee.
The
Company
promptly
submits
to
the
Capital
Markets
Commission,
and
in
any
case
within
three
(3)
months
from
the
reference
date
of
the
Evaluation
Report,
the
Summary
of
the
Report
and,
if
required,
its entire text.
The
annual
Corporate
Governance
Statement
includes
a
relevant
reference
on
the
results
of
the
Evaluation Report.
Significant Subsidiaries included in the Evaluation of the ICS
Pursuant
to
article
2
of
L.4706/2020,
the
term
“significant
subsidiary
of
the
Company”
means
the
one
that
influences
or
may
substantially
influence
the
Company’s
financial
status
or
its
performance
or
it
business
activity
or
its
financial
interests
in
general.
Moreover,
under
the
decision
No.1/891/30.9.2020
of
the
Board
of
Directors
of
the
Capital
Markets
Commission,
the
evaluation
of
the
ICS
includes
as
regards the object and regularity of control the significant Company’s subsidiaries.
The
Company
determines
as
significant
subsidiaries
those
subsidiaries,
which
cumulatively
meet
the
following criteria:
•
Their contribution in the total turnover is at least 25% and
•
Their contribution in the total assets is at least 25% and
•
Their contribution in the total human resources is at least 25%.
These criteria are reevaluated every three years.
In
respect
of
the
first
evaluation
of
the
Corporate
Governance
System
and
of
the
Internal
Control
System,
no subsidiaries of the Company are defined as significant..
First Evaluation of the ICS
The
first
evaluation
of
the
ICS
has
been
assigned
to
Grant
Thornton
following
its
offer
as
of
5/9/2022.
The
purpose
of
Grant
Thornton
SA’s
work
(with
TIN
094399329)
is
that
the
Company
obtains
the
guarantee
on
behalf
of
your
Company
regarding
the
adequacy
and
effectiveness
of
the
ICS
of
the
Company,
under
the
provisions
of
article
14
par.3
and
par.4
of
L.4706/2020,
the
Decision
Annual Financial Report for the period
1/1/2022 to 31/12/2022
170
No.1/891/30.09.2020
of
the
Board
of
Directors
of
the
Capital
Markets
Commission,
as
well
as
the
Decision No.2/917/17.06.2021, which amended the Dec. No.1/891.
The
entire
project
was
directed
by
Mrs
Athina
Moustaki,
Partner,
with
Reg.No.28871
in
the
Registry
for
Certified
Public
Auditors,
who
participated
in
every
stage
of
the
project
and
was
responsible for the final approval and signing of the deliverables.
Mrs
Moustaki
is
a
Partner
of
Grant
Thornton
in
Greece,
in
which
she
is
working
for
a
period
of
over
20
years.
Currently,
she
is
the
head
of
the
Environmental,
Social,
Governance,
Risk
&
Compliance
Services
Department
(ESGRC).
Mrs
Moustaki
has
many
years
of
experience
in
the
provision
of
auditing
and
consulting
services
at
various
bodies
and
organisations
in
the
private,
public
as
well
as
financial
sector.
More
specifically,
as
regards
the
financial
sector,
she
has
worked
on
the
audit
of
financial
statements,
due
diligence,
corporate
governance,
evaluation
of
internal
control
systems,
regulatory
compliance
reviews,
internal
control
services,
consulting
services
about
the
development
of
undertaking
and
risk
management.
She
has
been
engaged
in
numerous
projects,
as
an
Engagement
Partner,
in
relation
to
corporate
governance,
risk
management
and
regulatory
compliance
at
the
following
companies:
NBG,
Systemic
Bank
(Confidential),
Piraeus,
Attica
Bank,
Investment
Bank
of
Greece,
Emporiki
Bank,
Marfin
Egnatia
Bank,
HSBC
Greece,
ETEAN,
Thea
Artemis,
B2Kapital,
Engineers
and
Public
Works
Contractors
Fund
(EPWCF),
Attica
Bank
Properties,
PRODEA,
PREMIA,
Α
LUMIL,
LAZARIDIS,
P.
Petropoulos,
LAMPSA,
SARANTIS,
etc..
Mrs.
Moustaki
has
led
the
teams
at
the
Monitoring
Trustee
projects
at
two
out
of
the
four
systemic
banks
in
Greece
(Eurobank
Ergasias
and
National
Bank
of
Greece)
on
behalf
of
the
European
Commission
in
the
period
2013-2021.
Mrs.
Moustaki
is
a
Certified
Public
Auditor-Accountant
with
the
Reg.No.
28871
in
the
Registry
for
Certified
Public
Auditors.
She
holds
the
professional
certification
CPA
(Institute
of
Certified
Public
Accountants
of
Greece).
She
is
a
member
of
the
Economic
Chamber
and
of
the
Greek
Institute
of
Certified
Public
Accountants
(SOEL).
In
addition,
she
holds
an
EMCC
(European
Mentoring
and
Coaching
Council
accreditation).
Mrs
Moustaki
is
a
member
of
the
Internal
Auditors
Registry
kept
in
the
Ministry
of
Finance.
In
relation
to
the
issue
of
“
independence”
Grant
Thornton
confirms
that
both
its
organization
(company)
or/and
the
individuals
employed
by
it
do
not
have
any
kind
of
relationships,
nor
have
they
entered
in
any
kind
of
transactions,
nor
have
they
any
financial
interest
to
be
gained
by
the
Company,
which
prohibit
G.T.
from
providing
the
specified
Services,
as
imposed
by
Grant
Thornton’s
Ethics
Practices,
as
well
as
by
the
Code
of
Professional
and
Business
Ethics,
as
applicable
by
the
International
Federation
of
Accountants.
In
case
that
conditions
threatening
the
independence
have
been
witnessed,
Grant
Thornton
is
committed
to
take
all
necessary
steps
for
the
elimination
to
a
tolerable
degree
or
the
extinction
of
the
risk
of
undermining
its
independence.
Furthermore,
G.T.
has
the
right
to
terminate
the
relevant
Agreement
signed
and
executed
with
the
Company
with
immediate
effect,
in
its
entirety
or
partly,
provided
it
reasonably
concludes
that
it
can
no
more
provide
its
Services
under
the applicable law or our professional obligations.
The methodological approach
included four (4) stages:
Annual Financial Report for the period
1/1/2022 to 31/12/2022
171
•
Investigation and Evaluation of the currently existing situation.
•
Determination
of
gaps
(deficiencies/
incapacities)
and
preparation
of
a
special
gap
analysis
report.
•
Communication
and
re-examination
and
review
of
findings
with
competent
units
of
the
Company.
•
Drafting of an Evaluation Report of the ICS.
The
conclusion
of
the
Evaluation
Report
for
the
Adequacy
and
Effectiveness
of
the
ICS
was
unconditional,
given
that
no
substantial
gaps
and
deficiencies
have
been
detected
and
the
relevant
Detailed
Report
dated
6/3/2023
has
been
submitted
to
the
Board
of
Directors
and
to
the
Company’s
Audit
Committee,
whereas
its
Summary
shall
be
filed
to
the
Capital
Markets
Commission,
within
the
deadlines
prescribed
by
L.4706/2020
and
in
the
decision
No.1/891/30.9.2020
of
the
HCMC
(Hellenic Capital Markets Commission).
16.
Report
of
the
Acts
of
the
Audit
Committee
of
FOURLIS
SA
HOLDINGS
for
the
year
2022 (1/1-31/12/2022)
To the regular General Meeting of Shareholders of the year 2023
Dear Shareholders,
This
report
of
the
activities
of
the
Audit
Committee
concerns
the
period
of
twelve
months
of
the
closed
year
(1
/1-31/12/202
2
).
The
report
was
prepared
and
is
harmonized
with
the
provisions
of
law
4449/2017
as
amended
by
article
75
of
law
4706/20120
and
aims
to
inform
you
about
the
activities
of
the Audit Committee based on its responsibilities.
In more detail:
During
the
year
2022,
the
Audit
Committee
met
eight
(8)
times.
The
first
concerned
its
establishment
in
a
body
due
to
the
replacement
of
a
resigned
member
and
the
election
of
a
President
as
well
as
the
submission
of
a
proposal
to
the
Board
of
Directors
for
the
appointment
of
a
new
head
of
the
Internal
Audit
Department,
replacing
the
previous
one.
Also,
after
the
election
of
a
new
Board
of
Directors
by
the
Annual
Ordinary
General
Assembly
of
Shareholders
on
17/6/2022,
the
Audit
Committee
was
formed
in a body and elected its President.
The
Director
of
Internal
Audit
attended
in
all
Committee
meetings.
Depending
on
the
topics
of
the
meetings,
the
Directors
who
are
responsible
for
Financial
Reporting,
Risk
Management,
Regulatory
Compliance,
Corporate
Governance,
Sustainable
Development
and
CSR
were
invited
to
participate,
as
well as
Certified Auditors Accountants.
The
relevant
information
material
(internal
audit
reports,
administrative
reports,
auditors'
reports
and
presentations,
financial
and
non-financial
information,
etc.)
was
distributed
in
a
timely
manner
to
the
Annual Financial Report for the period
1/1/2022 to 31/12/2022
172
members
of
the
Committee
for
study
so
that
they
could
express
substantiated
views.
Minutes
were
kept
for
the
meetings
of
the
Audit
Committee
in
which
the
issues
discussed
were
approved
and
approved
by
the present Members and notified to the Board.
The
Audit
Committee
consists
of
three
non-executive
members
of
the
Board.
The
members
of
the
Audit
Committee
as
a
whole,
have
proven
sufficient
knowledge
in
the
field
in
which
the
company
operates,
while
the
Chairman
and
a
member
of
the
Committee
has
sufficient
knowledge
and
experience
in
auditing
and accounting.
External
evaluation
of
the
Audit
Committee
has
been
carried
out
from
the
company
Grant
Thornton,
during
the
evaluation
of
the
Internal
Control
System
based
on
article
14
par.
I
of
law
4706/2020.
The
conclusion
of
the
evaluation
report
of
adequacy
and
effectiveness
of
the
Internal
Control
was
unconditional
.
In
the
exercise
of
its
responsibilities,
the
Audit
Committee
had
unhindered
and
full
access
to
all
the
necessary
information
and
was
provided
with
the
necessary
resources
and
infrastructure
for
its
efficient
operation.
The
role
of
Secretary
of
the
Committee
is
performed
by
the
Secretary
of
the
Board
of
Directors
of
the
Company who attends all its meetings and keeps the minutes of the Committee.
The
Audit
Committee
informed
the
Board
of
Directors
in
writing
about
the
results
of
all
its
actions
with
its
findings
and
submitted
specific
proposals
for
the
implementation
of
corrective
actions,
where
it
deemed appropriate.
In addition, during the year 2022:
1.
With regard to the supervision of the regular audit, the Audit Committee:
•
Proposed
to
the
Board
of
Directors
the
reappointment
of
the
auditing
company
EY
for
the
mandatory
audit
of
the
Company
and
the
consolidated
financial
statements
for
the
year
2022
as
well
as
for
the
approval
of
the
remuneration
and
the
terms
of
employment
of
the
regular
auditor
based
on
article
44
of law 4449/2018, as applicable.
•
Met
once
(1)
with
the
chartered
accountant
of
FOURLIS
HOLDINGS
SA,
before
the
publication
of
its
semi-annual financial statements.
•
Met
once
(1)
with
the
chartered
accountant
of
FOURLIS
HOLDINGS
SA,
before
the
publication
of
its
annual financial statements.
•
Meet
once
(1)
with
the
certified
public
accountant
of
FOURLIS
HOLDINGS
SA
for
purposes
of
information on the schedule and scheduled end-of-year audit procedures 2022.
• Examined the audit program and the audit approach of the mandatory audit of EV for the year 2022.
•
Upon
completion
of
the
annual
statutory
audit
and
the
semi-annual
review,
it
received
from
the
regular
auditor
the
supplementary
report
under
Article
11
of
Regulation
(EU)
537/2014
with
the
results
of
the
statutory
audit
and
the
confirmation
of
its
independence
and
informed
the
Board
about
with
the
above.
•
Examined
and
monitored
the
independence
of
the
regular
auditor
and
the
objectivity
and
effectiveness
of
the
audit
process,
taking
into
account
the
relevant
professional
and
regulatory
requirements
in
Greece.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
173
•
Monitored
the
services
provided
by
the
Certified
Public
Accountants
in
the
context
of
the
statutory
audit and evaluated their performance, taking into account any findings and conclusions of ELTE.
•
Reviewed
and
monitored
the
implementation
of
the
procedure
"Approval
of
receipt
of
non-audit
services
by
the
audit
company
that
performs
the
mandatory
audit
of
the
individual
and
consolidated
financial
statements
of
the
Group
companies",
approving
the
receipt
of
non-audit
services
to
ensure
the
independence
of
Certified
Auditors
.
For
the
Group,
the
percentage
of
other
fees
(Non-audit
services)
in
relation to the audit services amounted to 8% and for the Company to 7%.
2.
With
regard
to
the
financial
information
process
and
the
system
of
internal
control,
regulatory
compliance and risk management, the Audit Committee:
•
Before
their
approval
by
the
Board
of
Directors,
examined
the
financial
statements
(corporate
and
consolidated)
of
FOURLIS
HOLDINGS
SA,
and
taking
into
account
the
content
of
the
supplementary
report
of
the
Certified
Auditor,
positively
assessed
their
completeness
and
consistency
and
informed
the
Board.
•
Was
informed
extensively
by
the
competent
bodies
of
the
Management
and
the
certified
auditors
about
the
important
control
issues,
the
important
crises,
assumptions
and
estimates
during
the
preparation
of
the financial statements.
•
Evaluate
the
adequacy
and
effectiveness
of
the
Internal
Control
System,
taking
into
account
the
content of the audit reports of the Internal Audit Department.
•
Evaluate
the
adequacy
and
effectiveness
of
the
Risk
Management
System
and
especially
with
regard
to
the
risks
that
emerged
due
to
the
COVID-19
pandemic.
Specifically
regarding
the
management
of
the
main
risks
and
uncertainties
of
the
Group,
the
Audit
Committee
evaluated
the
methods
used
to
identify
and
monitor
the
risks,
the
treatment
of
the
main
ones
through
the
Internal
Control
System
and
the
Internal
Audit
Department
as
well
as
the
Internal
Audit
Department.
Properly
disclosed
financial
information.
• Evaluate the adequacy and effectiveness of the Regulatory Compliance System
•
Reassessed
the
definition
of
the
significant
subsidiaries
of
FOURLIS
HOLDINGS
SA
in
accordance
with
article 2 of Law 4706/2020.
•
Was
informed
about
the
process
of
compliance
with
the
obligations
of
article
14,
paragraph
3,
letter
(f)
of
Law
4706/2020
and
articles
99-101
of
Law
4548/2018
regarding
transactions
with
Related
Parties.
•
Approved
the
policy
and
evaluation
process
of
the
Internal
Control
System
based
on
Article
14
of
Law
4706/2020 and Decision 1/891/2020 of the Capital Market Commission.
•
Chosen
the
Assessor
of
the
Internal
Control
System
and
recommended
to
the
Board
of
Directors
that
the selected Assessor be assigned the task of evaluating the Internal Control System.
•
Monitored
all
progress
of
the
Internal
Control
System
evaluation
assessment
and
regularly
updated
the Board of Directors.
• Was the recipient of the summary and the detailed Evaluation Report of the Internal Control System
.
3.
Regarding the supervision of the Internal Audit Department, the Audit Committee:
Annual Financial Report for the period
1/1/2022 to 31/12/2022
174
•
Approved
the
annual
audit
program
of
the
Internal
Audit
Department,
evaluating
the
process
of
its
formulation.
He
confirmed
that
the
annual
audit
program
2021
was
prepared
based
on
the
main
risks
(financial
information,
operational,
regulatory
compliance,
financial)
faced
by
the
Group
companies
and
systematic application of the COSO ERM methodology that has been adopted.
•
Monitored
the
implementation
of
the
annual
audit
plan
and
evaluated
the
effectiveness
of
the
Internal
Audit Department, through the quarterly reports of the Head of Management and the annual report.
•
Monitored
the
progress
and
effectiveness
of
the
audit
work,
evaluating,
through
the
quarterly
reports,
the
findings
identified,
the
corrective
actions
agreed
to
address
the
findings
and
the
progress
of
their
implementation.
•
Evaluate
issues
identified
by
the
audits
of
the
Directorate
of
Internal
Audit
and
made
specific
proposals
for
further
action
to
introduce
new
procedures
and
controls
to
eliminate
the
weaknesses
identified,
where necessary.
• Reviewed proposals of consulting companies for the co-sourcing of internal audit tasks.
• Monitored the process of receiving bids for the external evaluation of the Internal Audit Department.
• Approved the revision of the Internal Audit Manual.
•
Confirmed
that
the
current
version
of
the
Charter
of
Operation
of
the
Internal
Audit
Department
is
posted on the website (http://www.fourlis.gr).
•
Assured
the
adequacy
of
the
resources
of
the
Internal
Audit
Department
and
was
informed
about
the
training plan of its executives.
4.
Regarding sustainable development
The
Audit
Committee
was
informed
about
the
Sustainable
Development
Policy
and
the
actions
of
the
Group
in
matters
of
sustainable
development
as
well
as
about
the
objectives
that
have
been
set
and
analyzed in the Sustainable Development Report.
The
company,
recognizing
that
the
principles
of
Sustainable
Development
are
an
element
of
its
responsible
course
and
continuous
development,
has
developed
a
Sustainable
Development
Policy
that
is inextricably linked to its values and mission.
More specifically, the
Sustainable Development Policy
provides for the following:
At
FOURLIS
Group
we
operate
responsibly,
we
are
constantly
evolving
and
we
move
in
all
our
countries
of
activity
with
dedication
to
our
Values
and
guided
by
respect
for
our
employees
and
all
our
stakeholders,
the
support
of
society
and
the
protection
of
the
environment,
aiming
at
sustainable
development at economic, social and environmental level.
Our Values
Integrity, Mutual Respect, Efficiency
Our mission
To
create
additional
value
for
our
customers,
our
people,
our
shareholders
and
society,
by
providing
products and services for a better life.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
175
For our People
•
We
take
care
of
the
creation
and
preservation
of
jobs
with
the
development
of
our
activities
in
Greece
and abroad.
•
We
respect,
defend
and
promote
internationally
recognized
human
rights
through
the
policies
we
adopt and the initiatives we take.
•
We
offer
a
work
environment
of
meritocracy
and
equal
opportunities,
with
policies
of
fair
recruitment,
reward and professional development, to all our human resources,
without any discrimination.
•
We
invest
in
the
continuous
training
and
development
of
our
human
resources,
as
well
as
in
its
systematic and meritocratic evaluation.
•
We
apply
Health
and
Safety
Policy
for
all
the
companies
of
the
Group
in
all
the
countries
of
its
activity,
providing a healthy and safe working environment.
•
We
offer
health
benefits
to
our
employees
and
personalized
support
in
cases
of
serious
health
issues
and affected by natural disasters.
• We encourage and promote the volunteering of our employees.
For the community
•
We
are
constantly
informed
about
the
needs
of
the
citizens
and
the
societies
in
which
we
operate
through institutionalized channels of communication and consultation.
•
We
evaluate
and
prioritize
the
needs
and
then
design
and
implement
programs
and
actions
based
on
meeting
the
real
and
important
needs
of
each
local
community,
the
number
of
beneficiaries
and
the
nature of our activities.
•
We
implement
social
actions
which
are
in
line
with
the
social
responsibility
strategy
of
our
Group
(support of vulnerable social groups and especially children).
•
We
respond
to
emergencies
(eg
pandemics,
natural
disasters),
in
addition
to
the
standard
planning
of
the social responsibility plan.
For the
market
Economic development
•
We
aim
at
achieving
positive
financial
results,
the
continuation
of
strictly
selected
investments
and
the
exploitation of new investment opportunities.
•
We
invest
in
technology
and
upgrading
our
services,
following
the
rapid
changes
in
consumer
habits
and
the
physiognomy
of
the
retail
trade,
seeking
to
meet
the
growing
expectations
of
consumers
and
create a positive experience for the customer.
•
We
take
care
of
the
continuous
improvement
of
the
relations
with
our
suppliers,
through
the
communication
of
the
terms
of
cooperation
and
the
basic
framework
of
principles
and
values
that
should
govern the cooperation between us.
• We offer quality and affordable products.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
176
Corporate governance
•
We
comply
with
the
legislation
and
apply
control
valves
of
compliance
with
the
rules
concerning
the
activity of all the companies of the Group.
• We have developed and implemented a Code of Conduct and related policies.
• We have adopted the Greek Corporate Governance Code for listed companies.
•
We
adopt
a
corporate
structure
and
governance
that
allows
for
a
close
relationship
with
investors,
with the ultimate goal of creating further value for shareholders.
• We assess and manage business risks in order to safeguard the interests of all our stakeholders.
•
We
have
committees,
take
action
and
follow
policies
and
procedures
to
enhance
transparency
and
prevent and combat fraud, corruption and bribery and any conduct contrary to the Code of Conduct.
Health, safety and accessibility of customers and visitors
•
We
apply
Health
and
Safety
Policy
for
all
the
companies
of
the
Group
in
all
the
countries
of
its
activity.
• We provide a healthy and safe environment for partners and visitors to our facilities.
•
We
take
care
of
the
possibility
of
safe
stay
and
movement
and
the
facilitation
of
people
with
disabilities
in our facilities.
• The products traded by the Group companies meet the international quality and safety standards
For the environment
•
We
implement
actions
for
the
protection
of
the
environment
that
go
beyond
the
limits
of
compliance
with the legislation.
•
We
focus
on
actions
to
reduce
our
environmental
footprint,
proper
energy
management
and
reduction
of
greenhouse
gas
emissions,
saving
and
recycling
of
natural
resources,
responsible
water
consumption.
• We offer products that contribute to a sustainable lifestyle.
•
Raise
awareness
of
employees,
customers
and
the
public
on
environmental
issues
and
the
adoption
of a sustainable lifestyle.
For
all
the
above
issues,
we
set
individual
goals
for
sustainable
development,
which
we
evaluate
on
an
annual
basis
in
terms
of
their
effectiveness
and
review
them,
when
and
where
necessary,
with
the
aim
of continuous improvement.
In addition in the FOURLIS Group
•
Since
2008
we
have
been
a
signatory
to
the
United
Nations
Global
Compact
and
we
are
committed
to
adopting, supporting and promoting, through our business activity, its 10 Principles.
•
We
carry
out
a
substantive
analysis,
in
the
context
of
the
continuous
improvement
of
the
Group's
approach
to
issues
of
sustainable
development
and
social
responsibility,
in
order
to
prioritize
the
Group's
issues
that
have
the
most
important
economic,
social
and
environmental
impacts,
but
also
those
that
significantly affect its interested parties.
•
We
connect
the
essential
issues
with
the
Sustainable
Development
Goals
(SDGs)
of
the
UN,
contributing to their achievement through responsible operation, our programs and related results.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
177
•
We
inform
our
stakeholders
about
the
ongoing
work
in
the
field
of
Sustainable
Development,
publishing
an annual Report in accordance with internationally accepted standards of Sustainable Development.
The
Management
is
committed
to
the
implementation
of
the
Sustainable
Development
Policy,
at
all
levels, companies and areas of activity of the Group
The
Sustainable
Development
and
Social
Responsibility
Report
issued
by
the
Group,
already
for
the
fourteenth
(14th)
year
and
has
been
prepared
according
to
the
standards
for
the
preparation
of
Sustainable
Development
Reports
(GRI
Standards,
edition
2016),
presents
in
detail
the
practices
followed
and
the
results
that
have
achieved
in
matters
of
interest
to
our
Social
Partners,
for
the
development of a responsible business environment.
The
FOURLIS
Group
has
adopted
the
ESG
Information
Disclosure
Guide
of
the
Athens
Stock
Exchange
(https://www.athexgroup.gr/el/web/guest/esg-reporting-guide).
The
annual
Progress
Reports
of
the
FOURLIS
Group
as
well
as
the
Sustainable
Development
and
Social
Responsibility
Reports
that
include
the
Progress
Report
(COP)
of
the
Group
regarding
the
10
Principles
of
the
Universal
Pact,
are
available
on the website (http://www.fourlis.gr).
The
issues
of
sustainable
development
are
discussed
at
least
once
a
year
in
the
Executive
Committee
in
which
executives
of
the
Group
companies
participate,
as
well
as
executive
members
of
the
Board
of
Directors,
who
in
turn
transfer
the
issues
of
sustainable
development
to
the
other
Members
of
the
Board,
in
order
to
according
to
the
results
of
the
materiality
analysis,
to
set
the
priorities
and
set
the
respective
objectives.
The
essential
issues
of
the
FOURLIS
Group
are
regulatory
compliance
and
business
ethics,
ensuring
the
health
and
safety
of
customers
and
visitors,
the
creation
and
distribution
of
immediate
economic
value
to
stakeholders,
job
creation,
compliance,
labeling
and
responsible
product
communication,
advocating
for
the
health,
safety
and
well-being
of
workers,
active
and
responsible
social
contribution,
advocating
for
human
rights
at
work
and
investing
in
education
and
development
of
workers.
The
Audit
Committee
evaluated
the
above
and
concluded
that
the
Group's
actions,
its
organization
as
well
as
the
policies
and
procedures
in
force,
constitute
an
adequate
framework
and
promote sustainable business and a better future for all the Social Partners and the Group.
The
current
version
of
the
Charter
of
Operation
of
the
Audit
Committee
is
posted
on
the
website
Subsequent events
The
Audit
Committee
has
carried
out
a
self-evaluation
of
its
effectiveness
and
the
results
were
discussed
at the Board of Directors at its present meeting.
Maroussi, March 20 2023
Annual Financial Report for the period
1/1/2022 to 31/12/2022
178
Annual Financial Report for the period
1/1/2022 to 31/12/2022
179
17.
Significant
events
after
the
date
of
preparation
of
the
Annual
Financial
Statements
for
the year from 1/1/2022 - 31/12/2022
There
are
no
other
events
after
31/12/2022
that
significantly
affect
the
financial
situation
and
the
results
of the Group except for the following:
•
The
Group
announced
the
agreement
to
sell
the
"Intersport"
activity
in
Turkey.
The
agreement
provides
for
the
sale
of
all
the
shares
of
the
subsidiary
company
Intersport
Atletik
Mağazacılık
ve
Dış
Ticaret
Anonim
Şirketi,
licensor
of
the
brand
"Intersport"
and
"The
Athlete's
Foot"
in
Turkey,
which
operates
a
network
of
12
stores.
The
buyer
is
the
Eren
Perakende
ve
Tekstil
Anonim
Şirketi
Group.
The
transaction
price
was
set
at
approximately
euro
1.5
million,
whereas
as
provided
in
the
purchase
and
sale
agreement
(SPA),
the
final
price
will
be
determined
according
to
the
audited
financial
statements
of
the
year
2022..
At
the
signing
of
the
contract
for
the
sale
and
purchase
of
the
shares,
83%
of
the
price
was
paid,
i.e.
approximately
euro
1.25
million,
while
the
rest
will
be
paid
in
2
years
from
the
signing
of
the
contract.
The
expenses
of
the
transaction
amount
to
euro
166
thousand.
The
sales
of
the
activity
in
Turkey
in
2022
amounted
to
euro
12.8
million,
and
the
Losses
before
Taxes
(PBT)
amounted
to
euro
350
thousand.
The
gain
from
the
sale
of
Atletik
in
2023
amounts
approximately
to
euro
0,5
million.
Also,
it
is
mentioned
that
accumulated
losses
that
occurred
during
the
time
that
the
Group
held
the
investment,
amounting
to
approximately
euro
4.5
million,
are
already
reflected
in
the
equity
of the subsidiary.
•
The
Group
announced
the
sale
agreement
of
the
retail
trading
"The
Athlete's
Foot
(TAF)"
in
Greece.
The
agreement
provides
for
the
sale
of
total
shares
of
the
subsidiary
company
Sneakers
Market
SA,
which
has
the
right
to
use
the
trademark
"The
Athlete's
Foot"
and
operates
a
network
of
14
stores
in
Greece.
The
acquiring
company
is
TAF
Global
Holding
AG,
a
subsidiary
of
Arklyz
Group
AG,
which
has
acquired
the
rights
to
the
trademark
"The
Athlete's
Foot"
worldwide.
The
price
of
the
transaction
amounts
to
euro
4.1
million,
which
was
finalized
with
the
closing
of
the
transaction at the end of February 2023.
Maroussi, March 2
0
, 2023
The Board of Directors
Annual Financial Report for the period
1/1/2022 to 31/12/2022
180
The Financial Statements (Consolidated and Corporate) listed on pages
193
to 2
85
, have been
prepared in accordance with International Financial Reporting Standards, as adopted by the European
Union, approved by the Board of Directors on 20/3/2023 and signed by:
Chairman of the Board of Directors
Vassilis St. Fourlis
ID No. AM - 587167
Apostolos D. Petalas
ID No. ΑΚ - 021139
Finance Manager Controlling and Planning
Maria I. Theodoulidou
ID No. Τ - 134715
Sotirios I. Mitrou
ID No. ΑI – 557890
Ch. Acct. Lic. No. 30609 Α Class
ERNST & YOUNG (HELLAS)
Certified Auditors – Accountants S.A.
8
B
Chimarras str., Maroussi
151 25 Athens, Greece
Tel: +30 210 2886 000
Fax:+30 210 2886 905
ey.com
A member firm of Ernst & Young Global Limited
181
THIS REPORT HAS BEEN TRANSLATED FROM THE ORIGINAL VERSION IN GREEK
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of FOURLIS HOLDINGS S.A.
Report on the Audit of the Separate and Consolidated Financial Statements
We
have
audited
the
accompanying
separate
and
consolidated
financial
statements
of
Fourlis
Holdings
S.A.
(the
Company),
which
comprise
the
separate
and
consolidated
statement
of
financial
position
as
of
December
31,
2022,
and
the
separate
and
consolidated
statements
of
income,
comprehensive
income,
changes
in
equity
and
cash
flows
for
the
year
then
ended
and
a
summary
of
significant
accounting
policies and other explanatory information.
In
our
opinion,
the
accompanying
separate
and
consolidated
financial
statements
present
fairly
in
all
material
respects
the
financial
position
of
Fourlis
Holdings
S.A
and
its
subsidiaries
(the
Group)
as
at
December
31,
2022
and
its
consolidated
financial
performance
and
cash
flows
for
the
year
then
ended
in accordance with International Financial Reporting Standards, as endorsed by the European Union.
Basis for Opinion
We
conducted
our
audit
in
accordance
with
International
Standards
on
Auditing
(ISAs),
as
incorporated
in
Greek
Law.
Our
responsibilities
under
those
standards
are
further
described
in
the
“Auditor’s
Responsibilities
for
the
Audit
of
the
Separate
and
Consolidated
Financial
Statements”
section
of
our
report.
We
remained
independent
of
the
Company
and
Group
throughout
the
period
of
our
appointment
in
accordance
with
the
International
Ethics
Standards
Board
for
Accountants’
Code
of
Ethics
for
Professional
Accountants
(IESBA
Code),
as
incorporated
in
Greek
Law,
together
with
the
ethical
requirements
that
are
relevant
to
the
audit
of
the
consolidated
financial
statements
in
Greece,
and
we
have
fulfilled
our
other
ethical
responsibilities
in
accordance
with
these
requirements
and
the
IESBA
Code.
We
believe
that
the
audit
evidence
we
have
obtained
is
sufficient
and
appropriate
to
provide
a
basis for our opinion.
Key audit matters
Key
audit
matters
are
those
matters
that,
in
our
professional
judgment,
were
of
most
significance
in
our
audit
of
the
separate
and
consolidated
financial
statements
of
the
current
period.
These
matters
and
the
related
risks
of
material
misstatement
were
addressed
in
the
context
of
our
audit
of
the
separate
and
consolidated
financial
statements
as
a
whole,
and
in
forming
our
opinion
thereon,
and
we
do
not
provide
a separate opinion on these matters.
For
each
matter
below,
our
description
of
how
our
audit
addressed
the
matter
is
provided
in
that
context.
We
have
fulfilled
the
responsibilities
described
in
the
“Auditor’s
Responsibilities
for
the
Audit
of
the
Separate
and
Consolidated
Financial
Statements”
section
of
our
report,
including
in
relation
to
these
matters.
Accordingly,
our
audit
included
the
performance
of
procedures
designed
to
respond
to
our
assessment
of
the
risks
of
material
misstatement
of
the
separate
and
consolidated
financial
statements.
The
results
of
our
audit
procedures,
including
the
procedures
performed
to
address
the
matters
below,
provide
the
basis
for
our
audit
opinion
on
the
accompanying
separate
and
consolidated
financial
statements.
A member firm of Ernst & Young Global Limited
ERNST & YOUNG (HELLAS)
Certified Auditors – Accountants S.A.
8
B
Chimarras str., Maroussi
151 25 Athens, Greece
Tel: +30 210 2886 000
Fax:+30 210 2886 905
ey.com
How our audit addressed the Key audit matter
Valuation of inventories (consolidated financial statements)
In the consolidated statement of financial
position of December 31, 2022, the Group
presents inventories amounting to €91,8
million, which includes a provision for
impairment of €4,2 million.
As described in Note 3.14 of the consolidated
financial statements, the Group records
inventories at the lower of cost or net realizable
value.
Critical judgement and estimates are exercised
by the Group management in identifying and
assessing the amount of allowance for
inventories, which include among other,
estimation of the slow-moving inventories,
estimation of obsolete inventories that will be
destructed during the following period,
evaluation of seasonality and estimation of the
future selling prices of the products.
We consider that because of the judgment
involved in inventory valuation and the
assumptions used by management, in
combination with the significance of the amount
of inventories to the Group financial
statements, valuation of inventories is a key
audit matter.
Group discloses the related accounting policies
and estimates, and the assumptions used for
inventory valuation, in Notes 2.2, 3.14 and 13
of the consolidated financial statements.
We have performed the following procedures:
•
Historical costs and margins were tested on a
sample basis through reconciliation of
purchase cost and margins with the original
purchase invoices and sales invoices.
•
We recomputed on a test basis the weighted
average valuation method that is used to
value inventories.
•
We assessed whether there were inventories
which were sold with a negative margin and
whether this was considered for inventory
valuation at the lower of cost or net realizable
value.
•
At year end, we attended on a part of
inventory counts in Group stores and
distribution centers, to validate on a sample
basis whether there were indications of
obsolesce.
•
We assessed management’s estimations for
slow moving inventories through observing
on a sample basis historical sales and
seasonality.
•
We evaluated the historical accuracy of
allowance of inventories assessed by
management by comparing on a sample
basis the actual loss from inventory
destruction, inventory write offs or other
entries related to inventories to the historical
allowance.
•
Furthermore, on a sample basis, we validated
the mathematical accuracy of management’s
calculations for inventory provision.
•
We also assessed the adequacy of the
disclosures which are included in the
notes to
the consolidated financial statements.
How our audit addressed the Key audit matter
Impairment exercise on stores, right of use assets related to stores, and stores
within assets held for sale (consolidated financial statements)
Financial statement line items “Property
plant and equipment” and “Right of Use
assets” on December 31, 2022 include
net book value of stores amounting to
Euro 56 million and Euro 132 million
Our audit procedures included, among others,
the following:
•
We evaluated the Group policies to
identify the Cash Generated Units.
A member firm of Ernst & Young Global Limited
ERNST & YOUNG (HELLAS)
Certified Auditors – Accountants S.A.
8
B
Chimarras str., Maroussi
151 25 Athens, Greece
Tel: +30 210 2886 000
Fax:+30 210 2886 905
ey.com
respectively. In addition, the line item
"Assets held for sale" of Euro 318m,
depicts store assets, investment
properties, other assets and investments
in affiliated companies of a subsidiary of
the Group under the name "TRADE
ESTATES Real Estates Investment
Company", as detailed in note 9 of the
consolidated financial statements. The
above constitute significant assets of the
Group.
The Group, in most cases, considers that
each store is a Cash Generating Unit, or
based on facts and circumstances, a
Group of stores is considered as a Cash
Generating Unit.
In accordance with IFRS, where there are
indications for impairment the Group
performs an impairment exercise at Cash
Generating Unit Level.
Due to the material carrying value of
those assets as well as the judgment and
assumptions involved in the identification
of any impairment indication and the
assessment exercised whether there is a
need of impairment or not, we consider
the impairment exercise on stores a key
audit matter.
The impairment test as at 31 December
2022 did not result in impairment loss for
the property, plant and equipment related
to stores, ROU, other assets and assets
held for sale.
Group discloses the related accounting
policies and estimates, and the
assumptions used for the impairment
exercise on stores, in Notes 2.2, 3.4, 3.7,
3.8, 3.10, 3.17, 7, 8 and 9 of the
consolidated financial statements.
•
We evaluated the Group policies to
identify triggering events for potential
impairment of assets in each Cash
Generated Unit.
•
We evaluated management assumptions
underlying the potential impairment
calculation for those stores where a
triggering event was identified. Valuation
specialists supported the audit team.
•
We evaluated the management estimates
for the future cash flows by performing the
following audit procedures:
(a)
We compared forecasted future cash
flows of prior years with the actual
cash flows, and
(b)
We compared the future cash flows
that were used in Group models with
market available data and industry
trends.
•
We reviewed the discount rate and
residual value calculated by the Group
with regards to the assumptions used, and
compared them with the available industry
trends and other financial information.
•
We evaluated the sensitivity analysis of
the most significant assumptions used.
•
For the assets held for sale, we assessed
at December 31, 2022: (a) the Group’s
evaluation of the measurement of those
assets at the lowest between their
carrying amount and their fair value less
costs to sell, and (b) the fair value of those
assets, where we included the support of
our valuation specialists.
•
We also assessed the adequacy of the
disclosures which are included in the
notes
to the consolidated financial statements.
Other information
Management
is
responsible
for
the
other
information
in
the
Annual
Report.
The
other
information,
includes
the
Board
of
Directors’
Report,
for
which
reference
is
also
made
in
section
“Report
on
Other
Legal
and
Regulatory
Requirements”,
the
Statements
of
the
Members
of
the
A member firm of Ernst & Young Global Limited
ERNST & YOUNG (HELLAS)
Certified Auditors – Accountants S.A.
8
B
Chimarras str., Maroussi
151 25 Athens, Greece
Tel: +30 210 2886 000
Fax:+30 210 2886 905
ey.com
Board
of
Directors,
but
does
not
include
the
separate and consolidated financial statements and our auditor’s report thereon.
Our
opinion
on
the
separate
and
consolidated
financial
statements
does
not
cover
the
other
information and we do not express any form of assurance conclusion thereon.
In
connection
with
our
audit
of
the
separate
and
consolidated
financial
statements,
our
responsibility
is
to
read
the
other
information
identified
above
and,
in
doing
so,
consider
whether
the
other
information
is
materially
inconsistent
with
the
separate
and
consolidated
financial
statements
or
our
knowledge
obtained
in
the
audit,
or
otherwise
appears
to
be
materially
misstated.
If,
based
on
the
work
we
have
performed,
we
conclude
that
there
is
a
material
misstatement
of
this
other
information,
we
are
required
to
report
that
fact.
We
have
nothing
to
report in this regard.
Responsibilities
of
the
Management
and
Those
Charged
with
Governance
for
the
Separate and Consolidated Financial Statements
Management
is
responsible
for
the
preparation
and
fair
presentation
of
the
separate
and
consolidated
financial
statements
in
accordance
with
International
Financial
Reporting
Standards
as
endorsed
by
the
European
Union,
and
for
such
internal
control
as
management
determines
is
necessary
to
enable
the
preparation
of
separate
and
consolidated
financial
statements that are free from material misstatement, whether due to fraud or error.
In
preparing
the
separate
and
consolidated
financial
statements,
management
is
responsible
for
assessing
the
Company’s
and
Group’s
ability
to
continue
as
a
going
concern,
disclosing,
as
applicable,
matters
related
to
going
concern
and
using
the
going
concern
basis
of
accounting
unless
management
either
intends
to
liquidate
the
Company
and
the
Group
or
to
cease
operations, or has no realistic alternative but to do so.
The
Audit
Committee
(Law
44
ν.4449/2017)
is
responsible
for
overseeing
the
Company’s
and
the Group’s financial reporting process.
Auditor’s
Responsibilities
for
the
Audit
of
the
Separate
and
Consolidated
Financial
Statements
Our
objectives
are
to
obtain
reasonable
assurance
about
whether
the
separate
and
consolidated
financial
statements
as
a
whole
are
free
from
material
misstatement,
whether
due
to
fraud
or
error,
and
to
issue
an
auditor’s
report
that
includes
our
opinion.
Reasonable
assurance
is
a
high
level
of
assurance,
but
is
not
a
guarantee
that
an
audit
conducted
in
accordance
with
ISAs,
as
incorporated
in
Greek
Law,
will
always
detect
a
material
misstatement
when
it
exists.
Misstatements
can
arise
from
fraud
or
error
and
are
considered
material
if,
individually
or
in
the
aggregate,
they
could
reasonably
be
expected
to
influence
the
economic
decisions
of
users
taken
on
the
basis
of
these
separate
and
consolidated
financial
statements.
As
part
of
an
audit
in
accordance
with
ISAs,
as
incorporated
in
Greek
Law
,
we
exercise
professional judgment and maintain professional scepticism throughout the audit.
We also:
•
Identify and assess the risks of material misstatement of the separate and consolidated
financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
A member firm of Ernst & Young Global Limited
ERNST & YOUNG (HELLAS)
Certified Auditors – Accountants S.A.
8
B
Chimarras str., Maroussi
151 25 Athens, Greece
Tel: +30 210 2886 000
Fax:+30 210 2886 905
ey.com
•
Obtain
an
understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s and the Group’s internal
control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
•
Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
and the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the
related disclosures in the separate and consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events
or conditions may cause the Company and the Group to cease to continue as a going
concern.
•
Evaluate the overall presentation, structure and content of the separate and
consolidated financial statements, including the disclosures, and whether the separate
and consolidated financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the separate
and consolidated financial statements. We are responsible for the direction, supervision
and performance of the Company and its subsidiaries.
We remain solely responsible
for our audit opinion.
We
communicate
with
those
charged
with
governance
regarding,
among
other
matters,
the
planned
scope
and
timing
of
the
audit
and
significant
audit
findings,
including
any
significant
deficiencies in internal control that we identify during our audit.
We
also
provide
those
charged
with
governance
with
a
statement
that
we
have
complied
with
relevant
ethical
requirements
regarding
independence,
and
to
communicate
with
them
all
relationships
and
other
matters
that
may
reasonably
be
thought
to
bear
on
our
independence,
and where applicable, related safeguards.
From
the
matters
communicated
with
those
charged
with
governance,
we
determine
those
matters
that
were
of
most
significance
in
the
audit
of
the
separate
and
consolidated
financial
statements of the current period and are therefore the key audit matters.
Report on Other Legal and Regulatory Requirements
1.
Board of Directors’ Report
Taking
into
consideration
that
management
is
responsible
for
the
preparation
of
the
Board
of
Directors’
Report
and
Corporate
Governance
Statement
that
is
included
therein,
according
to
the provisions of paragraph 5 article 2 of Law 4336/2015 (part B), we report that:
a)
The Board of Directors’ Report includes a Corporate Govern
ance Statement that contains
the information required by article 152 of Law 454
8/1920.
b)
In our opinion the Board of Directors’ Report has bee
n prepared in accordance with the
legal requirements of article 150 and 153 and
paragraph 1 (c and d) of article 152 of Law
4548/2018 and the content of the Board of Directors’ repo
rt is consistent with the
accompanying separate and consolidate
d financial statements for the year ended
December 31, 2022.
A member firm of Ernst & Young Global Limited
ERNST & YOUNG (HELLAS)
Certified Auditors – Accountants S.A.
8
B
Chimarras str., Maroussi
151 25 Athens, Greece
Tel: +30 210 2886 000
Fax:+30 210 2886 905
ey.com
c)
Based
on the
knowledge and understanding concerni
ng Fourlis Holdings S.A. and its environment,
obtained during our audit, we have not
identified information included in the
Board of
Directors’ Report that contains a material misstatement.
2.
Additional Report to the Audit Committee
Our
opinion
on
the
separate
and
consolidated
financial
statements
is
consistent
with
our
Additional
Report
to
the
Audit
Committee
of
the
Group,
in
accordance
with
Article
11
of
the
EU
Regulation 537/2014.
3.
Provision of Non-audit Services
We
have
not
provided
any
prohibited
non-audit
services
per
Article
5
of
the
EU
Regulation
537/2014.
Non-audit
services
provided
by
us
to
the
Company
and
its
subsidiaries
during
the
year
ended
December
31,
2022,
are
disclosed
in
note
6
of
the
separate
and
consolidated
financial
statements.
4.
Appointment of the Auditor
We
were
firstly
appointed
as
auditors
of
the
Company
by
the
General
Assembly
on
June
11,
2010.
Our
appointment
has
been
renewed
annually
by
virtue
of
decisions
of
the
annual
general
meetings of the shareholders for a continuous period of 13 years.
5.
Rules of Procedure
The Company has in place Rules of Procedure, the context of which is in accordance with the
provisions of article 14 of Law 4706/2020.
6.
Reasonable Assurance report on the
European Single Electronic Format
2
We
have
examined
the
digital
files
of
the
Company
and/or
the
Group,
prepared
in
accordance
with
the
European
Single
Electronic
Format
(“ESEF”)
as
defined
in
the
EU
Delegated
Regulation
2019/815,
as
amended
by
the
EU
Delegated
Regulation
2020/1989
of
the
European
Commission
(hereinafter
referred
to
as
“the
ESEF
Regulation”),
that
comprise
an
XHTML
file
(213800V54ASIMZREDX49-2022-12-31-el.xhtml)
which
includes
the
separate
and
consolidated
financial
statements
of
the
Company
and
the
Group
for
the
year
ended
December
31,
2022,
and
an
XBRL
file
(213800V54ASIMZREDX49-2022-12-31-el.zip)
with
the
appropriate
tagging of the aforementioned consolidated financial statements.
Regulatory Framework
The
digital
files
of
the
European
Single
Electronic
Format
are
prepared
in
accordance
with
the
ESEF
Regulation
and
the
Interpretative
Communication
of
the
European
Commission
2020/C
379/01
dated
10
November
2020,
as
required
by
Law
3556/2007
and
the
relevant
communications
of
the
Hellenic
Capital
Market
Commission
and
the
Athens
Stock
Exchange
(hereinafter referred to as the "ESEF Regulatory Framework").
2
Η
ενότητα
«Έκθεση
Διασφάλισης
επί
του
Ευρωπαϊκού
Ενιαίου
Ηλεκτρονικού
Μορφότυπου
Αναφοράς»
έχει
εφαρμογή
μόνο
για
εταιρείες
με
κινητές
αξίες
εισηγμένες
σε
ρυθμιζόμενη
αγορά
στην
Ελλάδα
.
Στο
εν
λόγω
υπόδειγμα
περιλαμβάνεται
συμπέρασμα
χωρίς
επιφύλαξη
-
σε
περίπτωση
που
προκύψουν
ευρήματα
τα
οποία
οδηγούν
σε
διαφοροποίηση
του
συμπεράσματος,
η
εν
λόγω
ενότητα
πρέπει
να
διαμορφώνεται
κατά
περίπτωση
με
βάση
το
Παράρτημα
Β
των κατευθυντήριων οδηγιών του ΣΟΕΛ που εκδόθηκαν την 14/02/2022.
A member firm of Ernst & Young Global Limited
ERNST & YOUNG (HELLAS)
Certified Auditors – Accountants S.A.
8
B
Chimarras str., Maroussi
151 25 Athens, Greece
Tel: +30 210 2886 000
Fax:+30 210 2886 905
ey.com
This
Framework
provides,
among
others,
the following requirements:
•
all annual financial reports should
be prepared in XHTML format.
•
for the consolidated financial statements prep
ared in accordance with International
Financial Reporting Standards, the financia
l information in the statement of total
comprehensive income, the statement of financia
l position, the statement of changes of
equity and the statement of cash flows, as well as the financia
l information included in the
explanatory notes, should be marked-up (XBRL
tags), according to the Taxonomy of
ESEF (ESEF Taxonomy), as applicable. The technical specificatio
ns for ESEF, including
the relevant taxonomy, are set out in the ESEF Reg
ulatory Technical Standards.
The
requirements
set
out
in
the
ESEF
Regulatory
Framework
provide
appropriate
criteria
for
us
to express a reasonable assurance conclusion.
Responsibilities of Management and Those Charged With Governance
Management
is
responsible
for
the
preparation
and
submission
of
the
separate
and
consolidated
financial
statements
of
the
Company
for
the
year
ended
December
31,
2022,
in
accordance
with
the
requirements
set
out
in
the
ESEF
Regulatory
Framework,
and
for
such
internal
control
as
management
determines
is
necessary
to
enable
the
preparation
of
the
digital
files that is free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our
responsibility
is
to
plan
and
perform
this
assurance
engagement
in
accordance
with
the
Decision
214/4/11-02-2022
of
the
Board
of
Directors
of
the
Hellenic
Accounting
and
Auditing
Standards
Oversight
Board
and
the
“Guiding
instructions
to
auditors
in
connection
with
their
assurance
engagement
on
the
European
Single
Electronic
Format
(ESEF)
of
public
issuers
in
regulated
Greek
markets”,
as
issued
by
the
Institute
of
Certified
Public
Accountants
of
Greece
on
February
14,
2022
(hereinafter
referred
to
as
“ESEF
Guiding
Instructions”),
in
order
to
obtain
reasonable
assurance
that
the
separate
and
consolidated
financial
statements
prepared
by
management
in
accordance
with
ESEF
comply,
in
all
material
respects,
with
the
ESEF
Regulatory Framework.
Our
work
was
performed
in
accordance
with
the
International
Ethics
Standards
Board
for
Accountants’
Code
of
Ethics
for
Professional
Accountants
(IESBA
Code),
as
incorporated
in
Greek
Law,
and
we
have
fulfilled
our
other
ethical
independence
responsibilities
in
accordance
with Law 4449/2017 and the EU Regulation 537/2014.
The
assurance
engagement
we
performed,
in
accordance
with
the
International
Standard
on
Assurance
Engagements
3000,
"Assurance
Engagements
Other
Than
an
Audit
or
Review
of
Historical
Financial
Information",
is
limited
to
the
objectives
included
in
the
ESEF
Guiding
Instructions.
Reasonable
assurance
is
a
high
level
of
assurance,
but
it
is
not
a
guarantee
that
this
reasonable
assurance
engagement
will
always
detect
a
material
misstatement
with
respect
to non-compliance with the requirements of the ESEF Regulatory Framework when it exists.
Conclusion
A member firm of Ernst & Young Global Limited
ERNST & YOUNG (HELLAS)
Certified Auditors – Accountants S.A.
8
B
Chimarras str., Maroussi
151 25 Athens, Greece
Tel: +30 210 2886 000
Fax:+30 210 2886 905
ey.com
Based
on
the
procedures
performed
and
the
evidence
obtained,
we
express
the
conclusion
that
the
separate
and
consolidated
financial
statements
of
the
Company
and
the
Group
for
the
year
ended
December
31,
2022,
in
XHTML
file
format
(213800V54ASIMZREDX49-2022-12-31-el.xhtml),
as
well
as
the
required
XBRL
files
(213800V54ASIMZREDX49-2022-12-31-el.zip)
with
relevant
tagging
on
the
aforementioned
consolidated
financial
statements,
including
the
explanatory
notes,
have
been
prepared,
in
all
material respects, in accordance with the ESEF Regulatory Framework.
Athens, March 21, 2023
The Certified Auditor Accountant
Andreas Hadjidamianou
SOEL R.N. 61391
Ernst & Young (Hellas) Certified Auditors Accountants S.A.
8B Chimarras St., Maroussi
151 25, Greece
Company SOEL R.N. 107
Annual Financial Report for the period
1/1/2022 to 31/12/2022
189
Statement of Financial Position (Consolidated and Separate)
as at December 31, 2022 and at December 31,2021
(In thousands of Euro, unless otherwise stated)
**In there are loans of amount 113 million (note 9)
The accompanying notes are an integral part of the Financial Statements.
Property plant and equipment
Assets classified as held for sale
SHAREHOLDERS EQUITY & LIABILITIES
Total shareholders equity (a)
Employee retirement benefits
Other non-current liabilities
Total non current Liabilities
Short term loans for working capital
Current portion of non-current loans and
borrowings
Short term portion of long term lease liabilities
Accounts payable and other current liabilities
Liability arising from assets held for sale*
Total current Liabilities
Total Equity & Liabilities (c) + (d)
Annual Financial Report for the period
1/1/2022 to 31/12/2022
190
Income Statement (Consolidated) for the period
1/1 to 31/12/2022 and 1/1 to 31/12/2021
(In thousands of Euro, unless otherwise stated)
Revenue is defined as income from contacts with customers.
*Revenues of 2022 include rental income of an amount of euro 2,240 thousand.
The accompanying notes are an integral part of the Financial Statements.
Goodwill arising from valuation
Net gain from the fair value adjustment of
investment property
Contribution associate companies profit and loss
Equity holders of the parent
Basic Earningsper Share (in Euro)
Diluted Earnings per Share (in Euro)
Annual Financial Report for the period
1/1/2022 to 31/12/2022
191
Statement of Comprehensive Income (Consolidated) for the period
1/1 to 31/12/2022 and 1/1 to 31/12/2021
(In thousands of Euro, unless otherwise stated)
The accompanying notes are an integral part of the Financial Statements.
Other comprehensive income/(loss)
Other comprehensive income transferred to the
income statement
Foreign currency translation from foreign operations
Effective portion of changes in fair value of cash flow
hedges
Total Other comprehensive income transferred
to the income statement
Other comprehensive income not transferred to
the income statement
Actuarial (losses) / gains on defined benefit pension
plan
Total Other comprehensive income not
transferred to the income statement
Comprehensive (Losses) / Income after Tax (B)
Total Comprehensive (Losses) / income after
tax (A) + (B)
Equity holders of the parent
Total Comprehensive (Losses) / Income after
tax (A) + (B)
Annual Financial Report for the period
1/1/2022 to 31/12/2022
192
Income Statement (Separate) for the period
1/1 to 31/12/2022 and 1/1 to 31/12/2021
(In thousands of Euro, unless otherwise stated)
Revenue is defined as income from contacts with customers.
The accompanying notes are an integral part of the Financial Statements.
Depreciation/Amortisation (Administration)
Annual Financial Report for the period
1/1/2022 to 31/12/2022
193
Statement of Comprehensive Income (Separate) for the period
1/1 to 31/12/2022 and 1/1 to 31/12/2021
(In thousands of Euro, unless otherwise stated)
The accompanying notes are an integral part of the Financial Statements.
Other comprehensive (loss)/ income
Other comprehensive income not transferred to
the income statement
Actuarial (losses) / gains on defined benefit pension
plan
Total other comprehensive income not
transferred to the income statement
Comprehensive (losses)/income after Tax (B)
Total comprehensive income/(losses) after tax
(A) + (B)
Equity holders of the parent
Total comprehensive income/(losses) after Tax
(A) + (B)
Annual Financial Report for the period
1/1/2022 to 31/12/2022
194
Statement of Changes in Equity (Consolidated)
for the period 1/1 to 31/12/2022 and 1/1 to 31/12/2021
(In thousands of Euro, unless otherwise stated)
Foreign
exchange
diff. from
Statemen
t of
Financial
Position
transl.
reserves
Retained
earnings
/
(Accumul
ated
losses)
Non
controlling
interest
(b)
Total comprehensive
income/(loss) for the period
Foreign currency translation from
foreign operations
Effective portion of changes in fair
value of cash flow hedges
Actuarial (losses) gains on defined
benefit pension plan
Total comprehensive
income/(loss)
Total comprehensive
income/(loss) after taxes
Transactions with
shareholders recorded directly
in equity
Net Income directly booked in the
statement movement in Equity
Sales/(Purchases) of own shares
Total transactions with
shareholders
Total comprehensive
income/(loss) for the period
Foreign exchange differences
Effective portion of changes in fair
value of cash flow hedges
Actuarial (losses) gains on defined
benefit pension plan
Total comprehensive
income/(loss)
Total comprehensive
income/(loss) after taxes
Transactions with
shareholders, recorded
directly in equity
Net Income directly booked in the
statement movement in Equity
Total transactions with
shareholders
The accompanying notes are an integral part of the Financial Statements
Annual Financial Report for the period
1/1/2022 to 31/12/2022
195
Statement of Changes in Equity (Separate)
for the period 1/1 to 31/12/2022 and 1/1 to 31/12/2021
(In thousands of Euro, unless otherwise stated)
The accompanying notes are an integral part of Financial Statements.
Retained
earnings /
(Accumulate
d losses)
Total comprehensive
income/(loss) for the period
Actuarial (losses) gains on defined
benefit pension plan
Total comprehensive (loss) /
income
Total comprehensive
income/(loss) after taxes
Transactions with shareholders
recorded directly in equity
Net Income directly booked in the
statement movement in Equity
Sales/(Purchases) of own shares
Total transactions with
shareholders
Total comprehensive
income/(loss) for the period
Actuarial (losses) gains on defined
benefit pension plan
Total comprehensive (loss) /
income
Total comprehensive
income/(loss) after taxes
Transactions with shareholders,
recorded directly in equity
Total transactions with
shareholders
Annual Financial Report for the period
1/1/2022 to 31/12/2022
196
Statement of Cash Flows (Consolidated and Separate)
for the period 1/1 to 31/12/2022 and 1/1 to 31/12/2021
(In thousands of Euro, unless otherwise stated)
The accompanying notes are an integral part of Financial Statements.
(Loss)/Profit before taxes
Depreciation / Amortization*
Foreign exchange differences
Results (Income, expenses, profit and loss) from
investment activity
Plus/less adj for changes in working
capital related to the operating activities
(Increase) / decrease in inventory
(Increase) / decrease in trade and other
receivables
Increase / (decrease) in liabilities (excluding
banks)
Interest paid and interest on leases
Net cash generated from operations (a)
Purchase or Share capital increase of
subsidiaries and related companies
Purchase of tangible and intangible fixed assets
Proceeds from disposal of tangible and
intangible assets
Proceeds from the sale of other investments
Loans provided to subsidiaries and associates
Total (outflow) / inflow from investing
activities (b)
Payments for purchase of own shares
Inflow from share capital increase
Outflow from share capital increase
Proceeds from issued loans
Repayment of leasing liabilities
Total inflow / (outflow) from financing
activities (c)
Net increase/(decrease) in cash and cash
equivalents for the period (a)+(b)+(c)
Cash and cash equivalents at the beginning of
the period
Effect of exchange equivalents at the beginning
of the period
Closing balance, cash and cash equivalents
Annual Financial Report for the period
1/1/2022 to 31/12/2022
197
Notes to the annual financial statements (consolidated and separate) as of
Dec 31, 2022 and for the year then ended
1.
Corporate information
1.1
General Information
FOURLIS
HOLDINGS
S.A.
with
the
common
use
title
of
FOURLIS
S
.
A
.
(hereinafter
the
Company)
was
incorporated
in
1950
as
A.
FOURLIS
AND
CO.,
and
from
1966
operated
as
FOURLIS
BROS
S.A.
(Government
Gazette,
AE
and
EPE
issue
618/
13.6.1966).
It
was
renamed
to
FOURLIS
HOLDING
S.A.
by
a
decision
of
an
Extraordinary
General
Shareholders’
Assembly
on
10/3/2000,
which
was
approved
by
decision
K2
-
3792/
25.04.2000
of
the
Ministry
of
Development.
The
Shareholders’
General
Assembly
also
approved
the
conversion
of
the
Company
to
a
holding
company
and
thus
also
approved
the
change
in its scope.
The
headquarters
of
the
Company
are
located
at
18-20
Sorou
Street,
Building
A
Maroussi
.
It
is
registered
in
the
Companies
Registry
of
the
Ministry
of
Development
with
registration
number
13110/06/B/86/01
and general electronic commercial registry number 258101000 and web address www.fourlis.gr.
The Company is listed in the Athens Stock Exchange since April 1988.
The Company has been listed on the Main Market of the Athens Stock Exchange since April 1988.
The
Company’s
term,
in
accordance
with
its
Articles
of
Association,
was
originally
set
for
30
years.
In
accordance
with
a
decision
of
the
Extraordinary
Assembly
of
the
Shareholders
on
19/2/1988,
the
term
was
extended
for
a
further
30
years
i.e.
to
2026.
Following
the
decision
of
the
Extraordinary
Assembly
of the Shareholders on 14/6/2019, the term was extended for a further 24 years i.e. to 2050.
The composition of the Board of Directors of the Company on 31/12/2022 was as follows:
1.
Vassilis St. Fourlis, Chairman, executive member
2.
Dafni A. Fourlis, Vice Chairman, executive member
3.
David
A.
Watson,
Independent
Vice
Chairman,
Independent
Non-Executive
Member,
Chairman
of
the Nomination and Remuneration Committee
4.
Apostolos D. Petalas, CEO, executive member
5.
Lyda
St.
Fourlis,
Director,
Executive
Member,
Director
of
Social
Responsibility
and
Sustainable
Development.
6.
Nikolaos
Lavidas,
Director,
Independent
non-executive
member,
Member
of
the
Nomination
and
Remuneration Committee
7.
Maria
S.
Georgalou
,
Director,
independent
non-executive
member,
member
of
the
Audit
Committee.
8.
Stavroula
A.
Kampouridou,
Director,
Indipendent
non-executive
member,
Member
of
the
Audit
Committee.
9.
Stylianos
M.
Stefanou,
Director,
Independent
non-executive
member,
Chairman
of
the
Audit
Committee and Member of the Nomination and Remuneration Committee.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
198
The
number
of
employed
human
resources
of
the
Group
on
31/12/2022
was
4,116
people
and
on
31/12/2021
4,010
people.
Respectively,
the
human
resources
of
the
Company
was
116
people
on
31/12/2022 and 106 people was on 31/12/2021.
1.2
Activities
The
Company’s
activities
are
the
investment
in
domestic
and
foreign
companies
of
all
types,
regardless
their objectives and type
.
The
Company
FOURLIS
HOLDINGS
SA
also
provides
general
administration,
financial
management
and
information
technology
services.
The
centralization
of
Group
support
services
for
the
Group
Companies
in
Greece
,
mainly
in
the
areas
of
financial
planning
and
controlling,
HR,
IT,
treasury,
social
responsibility,
corporate
governance,
regulatory
compliance,
risk
management,
personal
data
protection
and
sustainable
development
was
implemented,
aiming
to
gain
benefits
from
synergies
and
to
organize
central
coordination
of
decision
making
and
implementing.
Centralized
services
are
provided
according
to arm’s length principle from FOURLIS HOLDINGS S.A. to the Group companies.
The
direct
and
indirect
subsidiaries
and
affiliates
of
the
Group,
included
in
the
Financial
Statements
are
the following:
Annual Financial Report for the period
1/1/2022 to 31/12/2022
199
HOUSE MARKET BULGARIA ΕAD
HM HOUSEMARKET (CYPRUS) LTD
TRADE ESTATES BULGARIA EAD
INTERSPORT ATΗLETICS (CYPRUS) LTD
INTERSPORT ATLETİK MAĞAZACILIK
VE DIŞ TİCARET A.Ş
HOUSE MARKET BULGARIA EAD
HM HOUSEMARKET (CYPRUS) LTD
SW SOFIA MALL ENTERPRISES LTD
I
n
July
2022
the
subsidiary
company
TRADE
LOGISTICS
sold
shares
of
TRADE
ESTATES
R.E.I.C.
representing
8.11%
of
its
share
capital
to
AUTOHELLAS
ATEE
for
15
million.
At
the
same
time,
Annual Financial Report for the period
1/1/2022 to 31/12/2022
200
AUTOHELLAS
ATEC
acquired
the
right
to
participate
in
an
increase
in
the
share
capital
of
TRADE
ESTATES
REIC,
with
a
contribution
in
kind
which
was
originally
dated
12/31/2022.
Until
31/12/2022
AUTOHELLAS
SA
had
not
exercised
its
right
which
was
extended
until
the
end
of
April.
After
the
completion
of
the
aforementioned
actions,
if
AUTOHELLAS
ATEC
exercises
its
rights,
will
own
approximately
12%
of
the
share
capital
of
TRADE
ESTATES
REIC,
while
the
rest
will
belong
to
Fourlis
Group through its subsidiaries.
The
recognition
of
the
amount
of
the
non-controlling
interest
in
July
2022
was
determined
as
follows:
The
net
assets
of
the
company
TRADE
ESTATES
AEEAP
amounted
to
an
amount
of
Euro
187,459
thousand.
In
Equity,
in
the
non-controlling
interest
account,
an
amount
of
Euro
15,203
thousand
(187,459
x8.11%),
of
which
an
amount
of
Euro
264
thousand
related
to
a
cash
flow
hedging
derivative
(forward interest rate swap).
The
amount
of
the
above
reserve
was
increased
by
an
amount
of
Euro
599
thousand
(7,838
x
8.11%)
which
came
from
the
results
of
use
of
the
company
TRADE
ESTATES
AEEAP
for
the
period
July
-
December
2022,
also
with
an
amount
of
Euro
280
thousand
which
concerns
a
cash
hedging
derivative
flows
(forward
interest
rate
swap)
for
the
same
period
of
time
and
with
an
amount
of
33
thousand
regarding
stock
options.
In
the
statement
of
comprehensive
income,
the
amounts
derived
from
the
operating results and the cash flow hedging derivative (forward interest rate swap) have been shown.
On
30/12/2022
the
Group
announced
a
sale
agreement
of
the
retail
trading
"The
Athlete's
Foot
(TAF)"
in Greece and the transaction was completed at the end of February 2023.
On 26/1/2023 the Group announced a sale agreement of “Intersport” activity in Turkey.
In
the
period
from
1/1/2021
to
31/12/2022,
the
following
changes
of
share
capital
in
the
parent
company
took place:
FOURLIS HOLDINGS S.A.:
In
the
context
of
implementation
of
the
Stock
Option
Plan
which
was
approved
and
established
by
the
resolution
of
the
Extraordinary
General
Assembly
of
the
shareholders
on
27/9/2013
(Stock
Option
Plan
–
hereinafter
referred
to
as
“the
Program”),
within
the
year
2021,
39,943
options
were
exercised
(hereinafter
referred
to
as
“the
Options”).
Following
the
resolution
of
the
Board
of
Directors
on
20/12/2021
(relevant
minutes
of
the
BoD
with
number
430/20.12.2021
),
the
exercise
of
the
aforementioned
options
by
the
corresponding
beneficiaries
of
the
Program
was
certified
upon
payment
of the exercise price of the new shares.
It
is
noted
that
the
underlying
price
of
the
shares
to
which
the
remaining
stock
options
correspond,
was
initially
determined
at
the
amount
of
Euro
three
and
forty
cents
(euro
3.40)
per
share,
which
was
the
stock
closing
price
of
the
share
on
the
date
of
the
resolution
of
the
General
Assembly
for
the
Program
(SOP)
(27/9/2013).
Already,
the
resolutions
dated
20/11/2017,
19/11/2018
and
18/11/2019
of
the
BoD
(relevant
minutes
of
the
BoD
with
number
389/20.11.2017,
399/19.11.2018
and
407/18.11.2019
accordingly
)
resulted
to
the
readjustment
of
the
historical
share
price
of
the
Company
and
therefore
the
Annual Financial Report for the period
1/1/2022 to 31/12/2022
201
implemented
exercise
price
of
stock
options
of
the
Program
(SOP)
is
deemed
to
amount
to
εuro
three
and 0.2226 cents (euro 3.2226) per share.
Following
the
certification
of
the
payment
of
the
exercise
price
of
the
Stock
Options
by
their
beneficiaries,
namely
of
the
total
amount
of
euro
128,720.33,
39.943
new
ordinary
registered
shares
were
issued
and
delivered
to
the
corresponding
beneficiaries
of
the
Program,
of
nominal
value
euro
1.00
per
share,
whereas
the
share
capital
of
the
Company
increased
by
the
amount
of
euro
39,943.00
which
corresponds
to
the
nominal
value
of
the
new
shares.
Moreover,
following
the
exercise
of
the
aforementioned
Options
by
payment
of
exercise
price
of
these
options,
namely
euro
3.2226
per
share
according
to
the
aforementioned,
the
share
premium,
of
the
total
amount
of
euro
88,777.33,
was
transferred
to
the
account “Share Premium reserve”.
The
aforementioned
change
was
registered
to
the
General
Commercial
Registry
(GCR)
on
11/1/2022
(Code
Registration
Number
2773271
),
when
the
increase
of
the
share
capital
was
also
realized.
Respectively,
the
announcement
no.
1043/11.01.2022
of
the
Directorate
for
Companies
of
the
Ministry
of Development and Investments was issued.
Following
these
changes,
the
share
capital
of
the
Company
now
amounts
to
euro
52,131,944.00
divided
into
52,131,944
shares of a nominal value of euro 1.00 per share, totally paid.
Apart
from
the
above,
no
other
changes
were
made
in
the
share
capital
of
FOURLIS
HOLDINGS
SA
in
the year 2022.
2.
Basis of presentation of the Financial Statements
2.1 Basis of preparation
The
accompanying
Financial
Statements
consist
of
the
separate
financial
statements
of
the
parent
Company
and
the
consolidated
financial
statements
of
the
Group
and
have
been
prepared
in
accordance
with
International
Financial
Reporting
Standards
(IFRS),
as
adopted
by
the
European
Union.
The
Board
of
Directors
approved
the
accompanying
financial
statements
for
the
year
ended
on
December
31
2022,
on
March
20,
2023.
These
financial
statements
are
subject
to
the
approval
of
the
General
Assembly
of
the Company’s shareholders.
The
accompanying
separate
and
consolidated
financial
statements
have
been
prepared
on
the
historical
cost
basis,
except
for
certain
data
of
Assets
and
Liabilities
(investment
properties,
financial
hedging
instruments,
investments/financial
assets
available
for
sale)
that
have
been
measured
at
fair
value,
and
assuming that the Company and its subsidiaries will continue as a going concern.
Management
examined
the
impact
of
energy
crisis
up
to
the
date
of
approval
of
these
Consolidated
and
Separate
Financial
Statements
and
concluded
that
going
concern
assessment
is
the
appropriate
Annual Financial Report for the period
1/1/2022 to 31/12/2022
202
basis
for
their
preparation.
Reaching
this
conclusion,
Management
revised
its
plan
taking
into
account
the
effects
of
the
energy,
health
crisis
and
the
financial
results
of
the
year
2022
(refer
to
Note
4).
The
Management
monitors
closely
the
developments
and
is
ready
to
take
all
the
necessary
measures
to
deal
with
any
consequences
in
its
operational
activities
from
both
the
geopolitical
developments
and
the
energy crisis.
Regarding
the
developments
in
Ukraine,
the
Group
declares
that
it
has
no
subsidiaries,
parent
or
affiliated
companies
based
in
Russia
or
Ukraine,
nor
significant
transactions
with
affiliated
parties
from
Russia
or
Ukraine.
The
Group
also
states
that
it
has
no
significant
customers
or
suppliers
or
subcontractors
or
partners
from
Russia
or
Ukraine,
nor
does
it
maintain
warehouses
with
goods
in
Russia
or
Ukraine.
The
Group
states
that
it
does
not
maintain
accounts
or
have
loans
with
Russian
Banks.
The
Management
monitors
closely
the
developments
and
is
ready
to
take
all
the
necessary
measures
to
deal
with any consequences in its operational activities.
The
Management
concluded
that
the
Group
is
able
to
fulfill
all
its
obligations
on
time,
at
least
for
a
period
of
12
months
from
the
Balance
Sheet
date
and
that
there
are
no
significant
uncertainties
that
may
call
into
question
its
ability
to
operate
on
the
going
concern
principle.
The
Financial
Statements
are
presented
in
thousands
of
euros,
unless
otherwise
stated
and
differences
in
amounts
are
due
to
rounding.
Certain
amounts
of
the
previous
year
have
been
adjusted
to
reflect
their
nature
(from
expenses
included
in
the
cost
of
sales
to
distribution
expenses
and
administrative
expenses
with
a
corresponding adjustment for depreciation/impairment)
.
More
specifically,
last
year’s
amounts
included
in
the
cost
of
sales
of
the
subsidiary
TRADE
LOGISTICS
S.A
have
been
adjusted
to
become
similar
and
comparable
to
the
corresponding
amounts
of
the
current
period
and
to
be
reflected,
depending
on
their
nature,
in
the
distribution
expenses
and
administrative
expenses. A corresponding adjustment was made for depreciation/impairment.
In
addition,
last
year’s
amounts
have
been
adjusted
to
better
reflect
changes
in
the
way
expenses
are
allocated
between
the
Group's
operating
segments.
More
specifically,
the
expenses
of
the
subsidiary
TRADE
LOGISTICS
SA
of
the
previous
period
have
been
adjusted
to
become
similar
and
comparable
to
the
corresponding
amounts
of
the
current
period
regarding
the
way
of
apportioning
the
expenses
of
the
operating segments where the supply chain services are provided.
The
Turkish
economy
was
designated
as
hyperinflationary
from
June
2022.
As
a
result,
IAS
29
“Financial
Reporting
in
Hyperinflationary
Economies”
has
been
applied
to
the
Group
subsidiary
INTERSPORT
ATLETIK,
which
functional
currency
is
the
Turkish
Lira,
and
prepares
financial
statements
based
on
a
historical
cost
approach.
IAS
29
requires
to
report
the
results
of
the
Group’s
operation
in
Turkey,
as
if
this
was
highly
inflationary
as
of
1
January
2022.
Specifically,
IAS
29
requires:
−
Adjustment
of
historical
cost
of
the
non-monetary
assets
and
liabilities
for
the
change
in
purchasing
power
caused
by
inflation
from
the
date
of
initial
recognition
to
the
end
of
the
reporting
date;
−
Non-adjustment
of
the
monetary
Annual Financial Report for the period
1/1/2022 to 31/12/2022
203
assets
and
liabilities,
as
they
are
already
expressed
in
the
measuring
unit
current
at
the
end
of
the
reporting
period;
−
Adjustment
of
the
income
statement
for
inflation
and
its
translation
with
the
closing
exchange
rate
instead
of
an
average
rate;
and
−
Recognition
of
gain
or
loss
on
net
monetary
position
in
profit
or
loss
in
order
to
reflect
the
impact
of
inflation
and
exchange
rate
movement
on
holding
monetary
assets
and
liabilities
in
local
currency.
The
result
of
the
application
of
IAS
29
for
the
subsidiary
in
Turkey
is
a
loss
of
EUR
800
thousand
which
is
reflected
in
the
Income
Statement
item
"Total
financial
expenses",
an
increase
in
assets
held
for
sale
amounting
to
EUR
500
thousand
and
an
increase
in
reserves accumulated exchange losses by an amount of 1.3 million euros.
The
Group
announced
the
agreement
to
sell
the
"Intersport"
activity
in
Turkey.
The
agreement
provides
for
the
sale
of
all
the
shares
of
the
subsidiary
company
Intersport
Atletik
Mağazacılık
ve
Dış
Ticaret
Anonim
Şirketi,
licensor
of
the
brand
"Intersport"
and
"The
Athlete's
Foot"
in
Turkey,
which
operates
a
network
of
12
stores.
The
buyer
is
the
Eren
Perakende
ve
Tekstil
Anonim
Şirketi
Group.
The
transaction
is
based
on
an
Enterprise
Value
(EV)
of
approximately
euro
1.5
million
euros
while
it
is
provided
for
in
the
sale
and
purchase
agreement
(SPA),
the
final
price
will
be
determined
based
on
the
audited
financial
statements
of
the
year
2022.
At
the
signing
of
the
contract
for
the
sale
and
purchase
of
the
shares,
83%
of
the
price
was
paid,
i.e.
approximately
euro
1.25
million,
while
the
rest
will
be
paid
in
2
years
from
the
signing
of
the
contract.
This
transaction’s
expenses
amount
to
euro
166
thousand.
The
sales
of
the
activity
in
Turkey
in
2022
amounted
to
euro
12.8
million,
with
350
thousand
Losses
before
Taxes
(PBT).
The sale of Atletik in 2023 is expected to have a positive net effect of approximately euro 0.5 million.
The
sale
of
the
subsidiary
Intersport
Atletik
in
2023
brings
a
profit
of
approximately
0.5
million.
It
is
also
mentioned
that
accumulated
exchange
losses
that
occurred
during
the
time
the
Group
held
the
investment,
amounting
to
approximately
4.5
million
euros,
are
already
reflected
in
the
equity
of
the
subsidiary.
2.2. Significant accounting judgments and estimates
The
preparation
of
financial
statements
based
on
IFRS
requires
management
to
make
judgments,
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
disclosure
of
contingent
assets
and
liabilities
at
the
date
of
the
financial
statements
and
the
reported
amounts
of
revenue
and
expenses
during
the
reporting
period.
Actual
results
may
differ
from
those
estimates.
Estimates
are
based
on
management’s
previous
experience
including
expectations
of
future
events
under
normal
conditions.
The
aforementioned
judgments,
estimates
and
assumptions
are
periodically
re
- assessed in order to be in line with current available data and reflect current risks.
When
applying
the
Group’s
accounting
policies,
management
has
made
the
following
judgments,
estimates
and
assumptions
that
may
have
a
significant
impact
on
the
items
reported
in
the
financial
statements:
•
Deferred
Tax
assets:
deferred
tax
assets
are
recognized
to
the
extent
that
it
is
probable
that
taxable
profits
will
be
available
against
which
the
deductible
temporary
differences
and
the
carry
Annual Financial Report for the period
1/1/2022 to 31/12/2022
204
forward
unused
tax
losses
can
be
utilized.
The
recognition
of
deferred
tax
assets
requires
significant
judgments
and
estimates
to
be
made
in
relation
to
the
future
activities
and
prospects
of
the
Group
companies
and
as
to
the
level
and
timing
of
future
taxable
profits.
Additional
details
are
included
in Notes 3.21 and 26 of the Financial Statements.
•
Fair
Values
of
investment
properties:
the
Group
recognizes
its
investment
properties
at
fair
values
as
determined
by
independent
valuation
experts.
Τhe
fair
values
of
investment
properties
are
assessed
on
an
annual
basis.
The
fair
value
of
investment
property
is
determined
by
real
estate
valuation
experts
using
recognized
valuation
techniques
and
the
principles
of
IFRS
13
Fair
Value
Measurement.
Investment
property
is
measured
based
on
estimates
prepared
by
independent
real
estate
valuation
experts,
except
where
such
values
cannot
be
reliably
determined
The
significant
methods
and
assumptions
used
by
valuation
expert
s
in
estimating
the
fair
value
of
investment
property
are
set
out
in
Note
9.
Assets
includes
investment
properties
amounting
to
euro
111
million
(2021: euro 37 million) and a profit of euro 8.4 million (2021: euro 0.7 thousand)
•
Impairment
test
of
investments
in
subsidiaries:
at
each
reporting
date,
the
Parent
Company
examines
whether
there
are
impairment
indicators
in
relation
to
its
investments
in
subsidiaries.
Such
assessment
requires
management
to
make
significant
judgements
with
respect
to
the
existence
of
internal
or
external
factors
and
the
extent
to
which
they
affect
the
recoverable
amount
of
these
investments.
If
impairment
indicators
exist,
the
Company
determines
the
recoverable
amount
of
these
investments.
The
determination
of
the
recoverable
amount
requires
estimates
to
be
made
with
respect
to
the
expected
future
cash
flows
of
the
investment,
the
business
plans
of
the
subsidiaries,
and
the
determination
of
the
applicable
discount
and
growth
rates.
Additional
details
regarding
the
impairment
test
for
investments
in
subsidiaries
are
included
in
Note
11
of
Financial
Statements.
•
Impairment
test
of
property,
plant
and
equipment,
right
of
use
assets
and
assets
held
for
sale:
property,
plant
and
equipment
is
constantly
tested
in
order
to
define
if
there
are
indications
which
show
that
its
book
value
is
not
recoverable
.
The
Group
considers,
for
impairment
test
purposes,
that
(a)
each
store
basically
is
a
cash
flow
generating
unit
while,
(b)
per
case,
assets
or
group
of
assets
classified
as
held
for
sale
may
consist
a
cash
flow
generating
unit
(CGU).
In
cases
that
property,
plant
and
equipment
is
part
of
CGU
and
there
are
impairment
value
indications
that
the
recoverable
amount
of
the
CGU
is
determined
as
the
higher
amount
between
value
in
use
and
fair
value.
Value
in
use
is
calculated
by
implementing
the
cash
flow
discount
method,
taking
into
consideration
Management’s
estimations
(business
plans
5-7
years)
and
any
contingent
impairment
is
determined
by
the
comparison
of
book
value
and
value
in
use.
Fair
value
is
calculated
from
independent
valuation
experts
according
to
commonly
accepted
valuation
principles.
The
loss-
making
operating
result
of
stores
was
considered
as
indication
of
possible
impairment
and
wherever
there
was
existence
of
such
indication,
an
impairment
test
was
implemented.
The
impairment
test
did
not
show
any
impairment
losses.
Additional
details
regarding
the
impairment
test
for
property
plant and equipment are included in Note 7 of the Financial Statements.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
205
•
Useful
lives
of
property
plant
and
equipment:
Management
makes
estimates
when
determining
the
useful
lives
of
depreciable
assets.
Such
estimates
are
periodically
reviewed.
The
useful lives estimated and applied are discussed in Note 3.7 and 3.9.
•
Post
-
retirement
benefits
to
personnel:
post
-
retirement
obligations
are
determined
using
actuarial
valuations.
An
actuarial
valuation
involves
making
various
assumptions
which
may
differ
from
actual
developments
in
the
future.
These
include
the
determination
of
a
discount
rate,
future
salary
increases,
disability
rates,
mortality
rates
and
termination
rates.
Due
to
the
complexity
of
the
valuation
and
the
basic
assumptions
included
therein,
a
defined
benefit
obligation
is
highly
sensitive
to
changes
in
these
assumptions.
Actuarial
gains
and
losses
that
result
from
the
difference
among
the
actuarial
assumptions
are
recognized
in
Statement
of
Comprehensive
Income.
Such
actuarial
assumptions
are
periodically
reviewed
by
Management.
In
May
2021,
the
International
Accounting
Standards
Board
(IASB)
accepted
IAS
19
Interpretation
of
Employees'
Benefits
by
the
International
Financial
Reporting
Interpretations
Committee
distribution
of
benefits
in
the
years
of
service
of
employees
(Attributing
Benefit
to
Periods
of
Service).
This
interpretation
did
not
have
a
significant
impact
on
our
financial
statements,
given
that
the
Group
applies
Article
8
Ν.
3198/1955.
Additional
details are included in Note 20.1.
•
Share-based
Payments:
Estimating
fair
value
for
share-based
payment
transactions
requires
determination
of
the
most
appropriate
valuation
model,
which
depends
on
the
terms
and
conditions
of
the
grant.
This
estimate
also
requires
determination
of
the
most
appropriate
inputs
to
the
valuation
model
including
the
expected
life
of
the
share
option,
volatility
and
dividend
yield
and
making
assumptions
about
them.
The
assumptions
and
models
used
for
estimating
fair
value
for
share-based payment transactions are disclosed in Note 20.2 of the Financial Statements.
•
Provisions
for
slow
moving
inventory:
Inventory
turnover
ratio
is
tested
regularly
and
provisions
are
made
for
unmoved,
slow
moving,
obsolete
inventory
which
will
be
written-off
within
the
next
period.
Estimations
are
also
made
for
seasonality
of
inventory
and
estimation
for
future
sale
price
as
well
as
for
inventory
count
differences
which
are
presented
in
Note
13
of
Financial
Statements.
•
Revenue
from
contracts
with
customers:
The
Group
estimates
the
fair
value
of
non-redeemed
points by using historical data and by assessing exercise possibility.
•
Right
of
use
assets:
On
the
beginning
date
of
the
leasing
period,
a
right
of
use
asset
and
a
liability
are
recognized
by
calculating
present
value
of
leases
which
remain
unpaid,
discounted
with
leasing
interest
rate
(interest
rate
which
would
be
accepted
by
the
lessee
in
order
to
be
loaned
all
necessary
funds
with
similar
terms).
The
Group
determines
the
leasing
duration
as
the
contractual
leasing
duration,
including
the
period
which
is
covered
by
a)
the
right
to
extend
leasing
if
it
is
almost
sure
that
it
will
be
exercised,
or
b)
the
right
to
terminate
the
contract
if
it
is
almost
sure
that
it
will
not
be
exercised.
The
Group
implements
a
single
discount
rate
at
each
leasing
category
with
similar
characteristics
(as
leasing
with
similar
duration,
assets
and
economic
environment).
Annual Financial Report for the period
1/1/2022 to 31/12/2022
206
Afterwards,
the
asset
is
measured
at
cost
less
depreciation
and
any
impairment
losses
while,
the
liability
is
measured
by
increasing
book
value
with
interest
expenses
on
the
liability
and
by
decreasing book value with leases payments. Further details are provided in Notes 8 and 23.
•
Assets
held
for
sale:
The
Group
classifies
an
asset
or
a
group
of
assets
as
held
for
sale
when
the
following
conditions
are
met:
the
asset
(or
group
of
assets)
is
available
and
in
condition
for
direct
sale
and
the
sale
is
very
likely
to
take
place
within
12
months
since
its
classification
date
as
held
for
sale.
Right
at
the
moment
before
their
classification
as
assets
held
for
sale,
these
assets
are
tested
for
impairment
based
on
IAS
36.
Assets
which
have
been
classified
as
held
for
sale
are
measured
at
the
lower
price
between
book
value
and
fair
value
minus
all
sale
costs.
Any
impairment
loss
is
recognized
in
statement
of
comprehensive
income.
Impairment
test
of
assets
classified
as
held
for
sale
took
place
entirely
for
assets
described
in
Note
9,
as
a
cash
generating
unit,
due
to
the
fact
that
it
was
considered
that
the
sale
will
only
take
place
as
a
whole
and
not
each
one
asset
separately and the sale criteria based on IFRS 15 are met.
On
31/12/2022
the
criteria
for
the
classification
of
assets
held
for
sale
under
IFRS
5
continue
to
be
met, given that:
•
the
COVID
19
pandemic
(unexpected
event
on
31/12/2019)
created
delays
of
about
one
and
a
half
years
in
the
negotiation
procedures
as
well
as
in
the
necessary
actions
of
transfer
of
the
said
properties
to
TRADE
ESTATES
R.E.I.C.,
with
the
result
that
its
operation
was
approved
by
12 July 2021
•
their
net
book
value
will
be
recovered
primarily
from
the
sale
and
not
from
their
continued
use,
•
the assets are available for immediate sale in their current condition,
•
There
is
a
commitment
of
the
Management
and
a
program
is
underway
that
includes
a
share
capital
increase
of
TRADE
ESTATES
REIC
through
the
Athens
Stock
Exchange
as
well
as
private
placements
before
the
listing
on
the
Athens
Stock
Exchange,
with
the
final
result
that
the
Group's
participation
drops
to
50%.
Management
monitors
and
will
continue
to
monitor
the
correct classification of the specific assets as held for sale in each reporting period.
•
Moreover,
on
31/12/2022
the
Group
classified
assets
related
to
the
subsidiaries
INTERSPORT
ATLETIK
(INTERSPORT
and
TAF
stores
in
Turkey)
and
Sneakers
Market
S.A.
(TAF
stores
in
Greece)
which
worth
703
thousand
and
3,755
thousand
euros
respectively
in
the
category
held
for
sale
because
on
this
date
all
criteria
are
met
regarding
their
classification
based
on
IFRS
5.
Before
classification
time,
as
defined
by
provisions
of
IAS
36,
an
impairment
test
was
made
at
these
specific
assets
before
their
classification
as
assets
held
for
sale
and
no
impairment
loss
arisen.
At
the
date
of
their
classification
as
held
for
sale
and
in
accordance
with
the
requirements of IFRS 5, depreciation on the specific assets was stopped.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
207
•
Provisions
for
impaired
receivables:
provisions
of
impaired
receivables
are
based
on
the
historical
data
of
receivables
and
take
into
consideration
the
expected
credit
risk.
The
analysis
of
impaired
receivables
of
Statement
of
Financial
Position
is
included
in
Note
14
of
Financial
Statements.
•
Regarding
trade
receivables,
the
Group
applies
the
simplified
approach
to
calculate
ECL
credit
losses.
Therefore,
the
Group
does
not
monitor
changes
in
credit
risk,
but
recognizes
a
loss
rate
based
on
the
lifetime
ECL
in
each
reporting
period.
The
Group
has
prepared
a
forecast
table
based
on
historical
credit
loss
experience,
adjusted
with
future
factors
appropriate
to
the
debtors
and
the
economic
environment.
2.3
Changes in accounting policies and disclosures
The
accounting
policies
adopted
are
consistent
with
those
of
the
previous
financial
year
except
for
the
following amended IFRSs which have been adopted by the Group and Company as of 1 January 2022.
•
IFRS
3
Business
Combinations;
IAS
16
Property,
Plant
and
Equipment;
IAS
37
Provisions,
Contingent
Liabilities
and
Contingent
Assets
as
well
as
Annual
Improvements
2018-2020
(Amendments)
The
amendments
are
effective
for
annual
periods
beginning
on
or
after
1
January
2022
with
earlier
application
permitted.
The
IASB
has
issued
narrow-scope
amendments
to
the
IFRS
Standards
as
follows:
•
IFRS
3
Business
Combinations
(Amendments)
update
a
reference
in
IFRS
3
to
the
previous
version
of
the
IASB’s
Conceptual
Framework
for
Financial
Reporting
to
the
current
version
issued
in 2018 without significantly changing the accounting requirements for business combinations.
•
IAS
16
Property,
Plant
and
Equipment
(Amendments)
prohibit
a
company
from
deducting
from
the
cost
of
property,
plant
and
equipment
any
proceeds
from
the
sale
of
items
produced
while
bringing
the
asset
to
the
location
and
condition
necessary
for
it
be
capable
of
operating
in
the
manner
intended
by
management.
Instead,
a
company
recognizes
such
sales
proceeds
and
related cost in profit or loss.
•
IAS
37
Provisions,
Contingent
Liabilities
and
Contingent
Assets
(Amendments)
specify
which
costs
a
company
includes
in
determining
the
cost
of
fulfilling
a
contract
for
the
purpose
of
assessing
whether
a
contract
is
onerous.
The
amendments
clarify,
the
costs
that
relate
directly
to
a
contract
to
provide
goods
or
services
include
both
incremental
costs
and
an
allocation
of
costs directly related to the contract activities.
•
Annual
Improvements
2018-2020
make
minor
amendments
to
IFRS
1
First-time
Adoption
of
International
Financial
Reporting
Standards
,
IFRS
9
Financial
Instruments
,
IAS
41
Agriculture
and
the
Illustrative
Examples
accompanying
IFRS
16
Leases
•
IFRS
16
Leases-C
ο
vid
19
Related
Rent
Concessions
beyond
30
June
2021
(Amendment)
The
Amendment
applies
to
annual
reporting
periods
beginning
on
or
after
1
April
2021,
with
earlier
application
permitted,
including
in
financial
statements
not
yet
authorized
for
issue
at
the
date
the
amendment
is
issued.
In
March
2021,
the
Board
amended
the
conditions
of
the
practical
expedient
in
IFRS
16
that
provides
relief
to
lessees
from
applying
the
IFRS
16
guidance
on
lease
modifications
to
rent
concessions
arising
as
a
direct
consequence
of
the
covid-19
pandemic.
Following
the
amendment,
the
practical
expedient
now
applies
to
rent
concessions
for
which
any
reduction
in
lease
payments
affects
Annual Financial Report for the period
1/1/2022 to 31/12/2022
208
only
payments
originally
due
on
or
before
30
June
2022,
provided
the
other
conditions
for
applying
the
practical expedient are met.
Standards that have been issued but do not apply in the current accounting period and the
Company and the Group has not adopted earlier.
•
IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of
Accounting policies (Amendments)
The Amendments are effective for annual periods beginning on or after January 1, 2023 with earlier
application permitted. The amendments provide guidance on the application of materiality judgements
to accounting policy disclosures. In particular, the amendments to IAS 1 replace the requirement to
disclose ‘significant’ accounting policies with a requirement to disclose ‘material’ accounting policies.
Also, guidance and illustrative examples are added in the Practice Statement to assist in the
application of the materiality concept when making judgements about accounting policy disclosures.
The Management of the Group and the Company examines the impact that this amendment has on
the financial statements.
•
IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of
Accounting Estimates (Amendments)
The amendments become effective for annual reporting periods beginning on or after January 1, 2023
with earlier application permitted and apply to changes in accounting policies and changes in
accounting estimates that occur on or after the start of that period. The amendments introduce a new
definition of accounting estimates, defined as monetary amounts in financial statements that are
subject to measurement uncertainty. Also, the amendments clarify what changes in accounting
estimates are and how these differ from changes in accounting policies and corrections of errors.
The
Management of the Group and the Company examines the impact that this amendment has on the
financial statements.
•
IAS 12 Income taxes: Deferred Tax related to Assets and Liabilities arising from a Single
Transaction (Amendments)
The
amendments
are
effective
for
annual
periods
beginning
on
or
after
January
1,
2023
with
earlier
application
permitted.
The
amendments
narrow
the
scope
of
and
provide
further
clarity
on
the
initial
recognition
exception
under
IAS
12
and
specify
how
companies
should
account
for
deferred
tax
related
to
assets
and
liabilities
arising
from
a
single
transaction,
such
as
leases
and
decommissioning
obligations.
The amendments clarify that where payments that settle a liability are deductible for tax purposes, it is
a
matter
of
judgement,
having
considered
the
applicable
tax
law,
whether
such
deductions
are
attributable
for
tax
purposes
to
the
liability
or
to
the
related
asset
component.
Under
the
amendments,
the
initial
recognition
exception
does
not
apply
to
transactions
that,
on
initial
recognition,
give
rise
to
equal
taxable
and
deductible
temporary
differences.
It
only
applies
if
the
recognition
of
a
lease
asset
and
lease
liability
(or
decommissioning
liability
and
decommissioning
asset
component)
give
rise
to
taxable
and
deductible
temporary
differences
that
are
not
equal
.
The
Management
of
the
Group
and
the
Annual Financial Report for the period
1/1/2022 to 31/12/2022
209
Company examines the impact that this amendment has on the financial statements.
•
IAS
1
Presentation
of
Financial
Statements:
Classification
of
Liabilities
as
Current
or
Non-current (Amendments)
The
amendments
are
effective
for
annual
reporting
periods
beginning
on
or
after
January
1,
2024,
with
earlier
application
permitted,
and
will
need
to
be
applied
retrospectively
in
accordance
with
IAS
8.
The
objective
of
the
amendments
is
to
clarify
the
principles
in
IAS
1
for
the
classification
of
liabilities
as
either
current
or
non-current.
The
amendments
clarify
the
meaning
of
a
right
to
defer
settlement,
the
requirement
for
this
right
to
exist
at
the
end
of
the
reporting
period,
that
management
intent
does
not
affect
current
or
non-current
classification,
that
options
by
the
counterparty
that
could
result
in
settlement
by
the
transfer
of
the
entity’s
own
equity
instruments
do
not
affect
current
or
non-current
classification.
Also,
the
amendments
specify
that
only
covenants
with
which
an
entity
must
comply
on
or
before
the
reporting
date
will
affect
a
liability’s
classification.
Additional
disclosures
are
also
required
for
non-current
liabilities
arising
from
loan
arrangements
that
are
subject
to
covenants
to
be
complied
with
within
twelve
months
after
the
reporting
period.
The
amendments
have
not
yet
been
endorsed
by
the
EU.
The
Management
of
the
Group
and
the
Company
examines
the
impact
that
this
amendment
has
on the financial statements.
•
IFRS 16 Leases: Lease Liability in a Sale and Leaseback (amendments)
The
amendments
are
effective
for
annual
reporting
periods
beginning
on
or
after
January
1,
2024,
with
earlier
application
permitted.
The
amendments
are
intended
to
improve
the
requirements
that
a
seller-
lessee
uses
in
measuring
the
lease
liability
arising
in
a
sale
and
leaseback
transaction
in
IFRS
16,
while
it
does
not
change
the
accounting
for
leases
unrelated
to
sale
and
leaseback
transactions.
In
particular,
the
seller-lessee
determines
‘lease
payments’
or
‘revised
lease
payments’
in
such
a
way
that
the
seller-
lessee
would
not
recognise
any
amount
of
the
gain
or
loss
that
relates
to
the
right
of
use
it
retains.
Applying
these
requirements
does
not
prevent
the
seller-lessee
from
recognising,
in
profit
or
loss,
any
gain
or
loss
relating
to
the
partial
or
full
termination
of
a
lease.
A
seller-lessee
applies
the
amendment
retrospectively
in
accordance
with
IAS
8
to
sale
and
leaseback
transactions
entered
into
after
the
date
of
initial
application,
being
the
beginning
of
the
annual
reporting
period
in
which
an
entity
first
applied
IFRS
16.
The
amendments
have
not
yet
been
endorsed
by
the
EU.
The
Management
of
the
Group
and
the Company examines the impact that this amendment has on the financial statements.
•
Amendment
in
IFRS
10
Consolidated
Financial
Statements
and
IAS
28
Investments
in
Associates
and
Joint
Ventures:
Sale
or
Contribution
of
Assets
between
an
Investor
and
its Associate or Joint Venture
The
amendments
address
an
acknowledged
inconsistency
between
the
requirements
in
IFRS
10
and
those
in
IAS
28,
in
dealing
with
the
sale
or
contribution
of
assets
between
an
investor
and
its
associate
or
joint
venture.
The
main
consequence
of
the
amendments
is
that
a
full
gain
or
loss
is
recognized
when
a
transaction
involves
a
business
(whether
it
is
housed
in
a
subsidiary
or
not).
A
partial
gain
or
loss
is
recognized
when
a
transaction
involves
assets
that
do
not
constitute
a
business,
even
if
these
assets
Annual Financial Report for the period
1/1/2022 to 31/12/2022
210
are
housed
in
a
subsidiary.
In
December
2015
the
IASB
postponed
the
effective
date
of
this
amendment
indefinitely
pending
the
outcome
of
its
research
project
on
the
equity
method
of
accounting.
The
amendments
have
not
yet
been
endorsed
by
the
EU.
The
Management
of
the
Group
and
the
Company
examines the impact that this amendment has on the financial statements.
3.
Summary of significant accounting policies
The Financial Statements have been prepared in accordance with the following accounting principles:
3.1.
Basis of Consolidation
Consolidated
Financial
Statements
comprise
of
the
financial
statements
of
the
parent
Company
and
all
subsidiaries
controlled
by
the
Company.
Control
exists
when
the
parent
company
has
the
power
to
govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The
subsidiaries’
financial
statements
are
prepared
as
of
the
same
reporting
date
and
using
the
same
accounting
policies
as
the
parent
company.
Intra
-
group
transactions
(including
investments
in
related
companies),
balances
and
unrealized
gains
are
eliminated.
Subsidiaries
are
fully
consolidated
from
the
date
that
gains
control
and
cease
to
be
consolidated
from
the
date
that
control
is
transferred
out
of
the
Group.
Any
losses
are
attributed
to
the
non
-
controlling
interest
even
if
that
results
in
a
deficit
balance.
A
change
in
the
ownership
interest
of
a
subsidiary,
is
accounted
for
as
an
equity
transaction.
The
financial
results
of
subsidiaries,
that
are
acquired
or
sold
within
the
year,
are
included
in
the
consolidated
statement of comprehensive income from or up to the date of acquisition or sale, respectively.
3.2.
Business Combinations and Goodwill
Business
Combination
is
a
transaction
or
another
event
during
which
an
acquirer
takes
over
control
of
one
or
more
businesses.
A
Business
is
a
combination
of
activities
and
assets
that
can
be
leaded
and
managed in order to return profits directly to its owners.
If
the
acquired
assets
do
not
compose
a
business,
the
transaction
or
any
other
fact
are
accounted
as
an
acquisition
of
an
asset
and
the
acquisition
cost
is
allocated
among
assets
and
liabilities
based
on
the
relative fair values during the acquisition date.
Business
Combination
is
accounted
for
using
acquisition
method.
The
cost
of
acquisition
of
a
subsidiary
is
the
fair
value
of
the
assets
contributed,
the
shares
issued
and
the
liabilities
assumed
at
the
transaction
date,
plus
the
amount
of
any
non
-
controlling
interest
in
the
acquiree.
For
each
business
combination,
the
acquirer
measures
the
non
-
controlling
interest
in
the
acquiree
either
at
fair
value
or
at
the
proportionate
share
of
the
acquiree’s
identifiable
net
asset.
Acquisition
costs
are
expensed
when
incurred.
If
the
cost
of
acquisition
is
less
than
the
fair
values
of
the
net
identifiable
assets
acquired,
the
difference
is recorded directly to the income statement.
Goodwill
arising
from
subsidiaries’
acquisitions
is
recorded
as
an
intangible
asset.
Goodwill
is
not
amortized
but
at
least
annually
is
subject
to
impairment
test.
As
a
result,
after
initial
recognition,
goodwill
Annual Financial Report for the period
1/1/2022 to 31/12/2022
211
is
measured
at
cost,
less
any
impairment
losses.
For
the
purpose
of
impairment
testing,
goodwill
acquired
in
a
business
combination
is,
from
the
acquisition
date,
allocated
to
each
cash
generating
unit
that
is
expected
to
benefit
from
the
combination.
The
impairment
test
is
performed
by
comparing
the
recoverable
amount
of
the
cash
generating
unit
to
its
carrying
value
including
the
allocated
goodwill.
The
recoverable
amount
is
the
higher
of
the
fair
value
less
costs
to
sell
and
the
value
in
use.
The
value
in
use
is
determined
via
a
discounted
cash
flow
analysis.
Impairment
losses
relating
to
goodwill
cannot
be reversed in future periods.
Gains
or
losses
arising
from
the
disposal
of
subsidiaries
are
determined
after
taking
into
account
the
goodwill allocated to the disposed unit.
3.3 Investments in subsidiaries
In
the
separate
financial
statements
of
the
parent
Company,
investments
in
subsidiaries
are
accounted
at
cost,
less
any
impairment.
Impairment
tests
are
carried
out
when
there
are
clear
indicators
of
impairment, in accordance with IAS 36 "Impairment of Assets".
3.4 Investments in associates
Associates
are
those
entities,
in
which
the
Group
has
significant
influence
but
which
are
neither
a
subsidiary
nor
a
joint
venture
of
the
Group.
A
percentage
holding
from
20%
to
50%
implies
significant
influence.
Such
percentage
holding
indicates
that
company
is
an
associate.
Investments
in
associates
are
consolidated
using
the
equity
method,
according
to
which
they
are
presented
in
the
Statement
of
Financial
Position
at
cost,
adjusted
to
subsequent
changes
in
the
Group's
share
in
the
net
assets
of
the
associate
and
taking
into
account
any
impairments.
Goodwill
arising
upon
the
acquisition
of
associates
is
included
in
the
value
of
investment,
while
any
negative
goodwill
is
recorded
in
the
income
statement
upon acquisition.
The
Group’s
share
in
the
gains
or
losses
of
associates
after
acquisition
is
recognized
in
the
Income
Statement, while post - acquisition movements in reserves are recognized directly in reserves.
In
applying
the
equity
method
of
accounting,
the
Group
appropriately
adjusts
the
financial
statements
of
those
associates
who
are
not
applying
IFRS
so
as
to
comply
with
IFRS
and
be
in
line
with
the
accounting
policies
of
the
Group.
Unrealized
gains
on
transactions
between
the
Group
and
its
associates
are
eliminated
to
the
extent
of
the
Group’s
interest
in
the
associates.
Unrealized
losses
are
eliminated,
unless the transaction provides evidence of impairment of the transferred asset.
When
the
Group’s
participation
to
the
associate’s
losses
equals
or
exceeds
its
investment
in
an
associate,
including
any
other
bad
debts,
the
Group
does
not
recognize
further
losses,
unless
it
has
any
liabilities
or
made
payments
on
behalf
of
the
associate
and
generally
those
arising
from
the
ownership
status.
In
the
separate
financial
statements
of
the
Parent
Company,
investments
in
associates
are
recognized
at
cost less any accumulated impairment losses.
3.5 Segment information
Annual Financial Report for the period
1/1/2022 to 31/12/2022
212
The
Board
of
Directors
of
the
Company
is
the
chief
operating
decision
maker
and
monitors
internal
financial
reporting
information
in
order
to
evaluate
the
performance
of
the
Company
and
the
Group
and
to take decisions about resource allocation.
Management
has
defined
its
segments
based
on
these
internal
reports
according
to
IFRS
8.
The
operating
segments
are
defined
as
those
business
segments
where
the
Group
is
active
and
on
which
the internal information system of the Group is based.
For the categorization by business segment, the following has been taken into account:
•
the nature of products and services,
•
Quantitative limitations, required by IFRS 8.
According
to
the
aforementioned,
the
Group
presents
information
by
operating
segment
as
follows
(Note
5):
•
Retail Trading of Home Furniture and Household Goods (IKEA stores).
•
Retail Trading of Sporting Goods (INTERSPORT and TAF stores).
The
Retail
Trading
of
Home
Furniture
and
Household
Goods
(IKEA
Stores)
also
includes
investments
in
real
estate
through
the
Group's
subsidiary
under
the
name
TRADE
ESTATES
REIC,
which
was
established
in
July
2021,
the
date
on
which
it
acquired
the
Group's
properties
through
a
contribution
of
the
specific
sector.
3.6 Foreign currency translation
(a) Functional currency and reporting currency
The
companies
of
the
Group
maintain
their
books
in
the
currency
of
the
financial
environment
in
which
each
company
operates
(functional
currency).
The
consolidated
financial
statements
are
presented
in
Euro’s which is the functional currency of the parent Company.
(b) Transactions and balances
Transactions
in
foreign
currencies
are
converted
to
the
functional
currency
according
to
the
foreign
exchange
rates
ruling
at
the
date
of
the
transaction.
Foreign
exchange
differences
arising
on
translation
of
monetary
assets
and
liabilities
denominated
in
foreign
currencies
at
the
reporting
date
are
recognized
in
the
statement
of
comprehensive
income.
Foreign
exchange
differences
on
non-monetary
items
carried
at
fair
value
are
considered
as
part
of
the
fair
value
of
those
items
and
are
recorded
together
with
the
fair value adjustments.
(c) Foreign Group Companies
Each
entity
in
the
Group
determines
its
own
functional
currency
and
items
included
in
the
financial
statements
of
each
entity
are
measured
using
the
functional
currency.
The
translation
of
the
financial
statements
of
the
Group’s
companies
which
use
a
different
functional
currency
from
the
parent
company
is performed as follows:
•
Assets
and
liabilities
are
translated
to
Euro
using
the
foreign
exchange
rate
ruling
at
the
date
of
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213
the Statement of Financial Position.
•
Equity is translated using the foreign exchange rates valid on the date they arose.
•
Income
and
expenses
are
translated
using
the
average
foreign
exchange
rate
of
the
period
and
on
an annual basis according to the average foreign exchange rate of the last twelve (12) months.
•
The
resulting
foreign
exchange
differences
(gains/losses)
are
recognized
in
other
comprehensive
income
and
in
Foreign
Exchange
differences
from
Statement
of
Financial
Position
translation
Reserve.
When
subsidiaries
operating
in
foreign
countries
are
sold,
accumulated
foreign
exchange
differences
existing
in
the
Foreign
Exchange
differences
from
Statement
of
Financial
Position
translation
Reserve
are
recognized
in
income
statement
as
gains
or
losses
from
investments
sales.
Goodwill
and
adjustments
to
fair
values
upon
an
acquisition
of
a
foreign
operation
are
treated
as
assets
and
liabilities
of
the
foreign
operation
and
are
translated
at
the
closing
rate
of
the
date
of
the
Statement
of Financial Position and foreign exchange differences are recognized in equity.
3.7 Property, plant and equipment
Property, plant and equipment are measured, by category, as follows:
•
All
categories
of
property,
plant
and
equipment
are
stated
at
cost
less
accumulated
depreciation
and any impairment losses.
•
Cost
includes
all
directly
attributable
costs
for
the
acquisition
of
the
items
of
property,
plant
and
equipment.
These
costs
include
borrowing
costs
of
loans
drawn
to
finance
the
acquisition
or
construction
of
assets
which
are
capitalized
until
the
date
when
the
assets
are
ready
for
their
intended use.
Significant
subsequent
additions
and
improvements
are
recognized
as
part
of
the
cost
of
the
asset
when
they
increase
the
useful
life
and
/
or
the
productive
capacity
of
investment’s
value.
Costs
for
repairs
and
maintenance are recognized in the income statement as an expense as incurred.
Upon
disposal
of
an
item
of
property,
plant
and
equipment,
the
difference
between
the
consideration
received and the carrying value is recorded as gain or loss in the Income Statement.
Depreciation
is
calculated
on
a
straight
-
line
basis
over
the
estimated
useful
life
of
the
assets.
Useful
lives are reviewed on an annual basis.
The
estimated
useful
lives
of
the
Group’s
property
plant
and
equipment,
except
of
the
land
that
is
not
depreciated, are as follows:
Buildings - Building installations (owned premises)
Buildings on third party land
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Owner
-
used
buildings
or
buildings
whose
use
has
not
yet
been
determined
and
which
are
under
construction
are
recorded
at
cost
less
any
impairment
losses.
This
cost
includes
professional
compensations
and
borrowing
costs.
The
depreciation
of
that
owner
-
occupied
buildings
begins
from
the time the buildings are ready for use.
3.8 Investment property
Investment
property
is
measured
initially
at
cost,
including
transaction
costs.
Subsequent
to
initial
recognition,
investment
property
is
stated
at
fair
value,
which
is
evaluated
annually.
In
case
of
owner
occupation,
the
investment
property
is
derecognized
and
transferred
to
property,
plant
and
equipment
at
fair
value
on
the
transfer
date.
The
carrying
value
of
investment
property
reflects
the
market
conditions
at
the
reporting
date.
Gains
or
losses
arising
from
changes
in
the
fair
values
of
investment
property fair value are recognized in the Income Statement of the period they occur.
3.9 Intangible assets
The
intangible
assets
of
the
Group
(excluding
goodwill)
are
depreciated
over
their
useful
life
which
is
annually reviewed.
•
Royalties
Trademarks
and
licenses
are
valued
at
cost
less
amortization.
Amortization
is
charged
to
the
income
statement
on
a
straight
-
line
basis
over
the
estimated
useful
lives,
which
have
been
determined
from
5
to 20 years.
•
Software - Other intangible assets
Software
licenses
are
valued
at
cost
less
amortization.
Amortization
is
charged
on
a
straight
-
line
basis
over the estimated useful lives and the depreciation rate is 15%.
Expenditure
on
development
and
maintenance
of
software
is
expensed
as
incurred.
Expenditure
of
development
activities
for
the
production
of
new
or
substantially
improved
software
(in
-
house
developments),
is
recognized
as
intangible
assets
when
the
following
criteria
are
met:
a)
when
a
specific
asset
is
created,
b)
when
it
can
be
demonstrated
that
the
intangible
asset
will
generate
probable
future
economic
benefits
and
c)
when
the
expenditures
of
development
can
be
measured
reliably.
Such
expenditures
include
also
labor
costs
and
an
appropriate
proportion
of
overheads.
In
case
of
software
replacement,
while
the
old
one
is
no
longer
in
use,
intangible
asset
is
permanently
deleted
from
the
register and the net book value burdens the income statement.
Costs
incurred
for
performing
software
upgrades,
are
capitalized
and
the
new
gross
value
forms
the
depreciable amount.
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3.10 Impairment of non - financial assets except Goodwill
Property,
plant
and
equipment
is
constantly
tested
in
order
to
define
if
there
are
indications
which
show
that
its
book
value
exceeds
their
recoverable
value.
The
Group
considers,
for
impairment
test
purposes,
that
each
store
is
a
cash
generating
unit
(CGU).
In
cases
where
property,
plant
and
equipment
is
part
of
CGU,
such
as
a
store
and
there
are
impairment
indications
which
could
lead
to
the
conclusion
that
its
book
value
exceeds
their
recoverable
value,
the
recoverable
amount
of
the
CGU
is
determined
by
the
calculation
of
value
in
use.
Value
in
use
is
calculated
by
implementing
the
cash
flow
discount
method,
taking
into
consideration
Management’s
estimations
as
presented
in
business
plans
of
timeline
5-7
years.
Any
contingent
impairment
is
determined
as
the
excess
amount
of
book
value
compared
to
value
in
use
and
is
registered
in
income
statement.
The
loss-making
operating
result
of
stores
was
considered
as
indication
of
possible
impairment
and
wherever
there
was
existence
of
such
indication,
an
impairment
test was implemented.
The
carrying
amounts
of
all
Group’s
assets
are
reviewed
for
possible
impairment
when
there
is
indication
that
the
book
value
can’t
be
recovered
i.e.
when
the
book
value
is
higher
than
the
recoverable
amount
from their use or sale.
The
recoverable
value
is
the
greater
of
the
fair
value
less
costs
to
sell
and
the
value
in
use.
In
assessing
value
in
use,
the
estimated
future
cash
flows
are
discounted
to
their
present
value
using
a
pre
-
tax
discount
rate
that
reflects
current
market
assessments
of
the
time
value
of
money
and
the
risks
specific
to
the
asset.
If
the
recoverable
value
is
less
than
the
carrying
value,
then
the
net
book
value
is
reduced
to the recoverable value.
Impairment
losses
are
expensed
as
incurred
in
the
Income
Statement,
except
if
the
asset
has
been
revalued,
then
the
impairment
loss
reduces
the
related
revaluation
reserve.
An
assessment
is
made
at
each
reporting
date
as
to
whether
there
is
any
indication
that
previously
recognized
impairment
losses
may
no
longer
exists
of
have
decreased.
If
such
indication
exists,
the
Group
estimates
the
asset’s
recoverable
amount.
When
in
a
subsequent
period,
the
impairment
loss
should
be
reversed;
the
carrying
value
of
the
asset
is
increased
to
the
level
of
the
revised
estimation
of
recoverable
amount.
The
new
net
book
value
should
not
exceed
the
net
book
value
that
would
have
been
determined
if
the
impairment
losses had not been accounted in previous periods.
3.11 Current / Non-current assets and liabilities: classification
The
Group
presents
the
assets
and
liabilities
in
statement
of
financial
position
based
on
the
classification
as current / non-current.
An asset is classified as current when:
•
It is expected to take place or its sale / consumption has been predicted within the next period
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•
It is mainly maintained for trading purposes
•
It is expected to take place within twelve months since the reference period.
Or
it
is
cash
or
cash
equivalent,
unless
they
have
been
eliminated
from
the
exchange
or
their
use
in
order to settle a liability for at least 12 months after the reference period.
All other assets are classified as non-current.
A liability is current when:
•
It is expected to be settled within the next operation year
•
It is mainly maintained for trading purposes
•
It is clarified that it will be settled within 12 months after the reference period.
There
is
no
unconditional
right
to
postpone
the
solution
of
a
liability
for
at
least
12
months
after
the
reference period.
The
liability
terms
which
could,
upon
the
selection
of
the
counter-party,
lead
to
its
settlement,
by
issuing
financial products, do not affect its classification.
The Group classifies all its other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
3.12 Financial instruments – initial recognition and measurement
IFRS 9 Financial Instruments
Classification and measurement of financial assets:
According
to
IFRS
9,
financial
assets
are
measured
at
fair
value
plus,
in
the
case
of
financial
assets
not
measured
at
fair
value
through
income
statement
(Fair
Value
through
Profit
and
Loss
–
FVPL),
the
transaction
cost.
Debt
instruments
are
measured
subsequently
at
fair
value,
through
income
statement,
at
amortized
cost
or
fair
value
through
other
comprehensive
income
(Fair
Value
through
Other
Comprehensive
Income
–
FVOCI).
Classification
criteria
of
financial
assets
are
two:
a)
business
model
of
financial
assets
management
implemented
by
the
Group
and
b)
the
financial
asset
(as
a
whole)
give
rise
to
cash
flows
that
are
solely
payments
of
principal
and
interest
on
the
principal
amounts
outstanding
(SPPI test - Solely Payments for Principal and Interest).
Other financial assets are classified and subsequently measured as follows:
Group’s
investments
in
equity
instruments
are
classified
at
fair
value
through
other
comprehensive
income,
without
re-recognition
of
earnings
or
losses
in
income
statement
with
the
de-recognition.
The
Group’s
aims
to
maintain
these
equity
instruments
for
the
near
future
and
irrevocably
decided
to
classify
them
at
fair
value
through
other
comprehensive
income
after
the
initial
recognition
or
transaction.
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According
to
IFRS
9,
equity
instruments
measured
at
fair
value
through
other
comprehensive
income
are not subject to impairment test.
3.13 Impairment of financial assets
The
Group
assesses
at
each
reporting
date
whether
a
financial
asset
or
group
of
financial
assets
is
impaired.
Assets carried at amortized cost
If
there
is
objective
evidence
that
an
impairment
loss
on
loans
and
receivables
carried
at
amortized
cost
has
incurred,
the
amount
of
the
loss
is
measured
as
the
difference
between
the
asset's
carrying
amount
and
the
present
value
of
estimated
future
cash
flows
(excluding
future
credit
losses
that
have
not
been
incurred).
The
cash
flows
are
discounted
using
the
financial
asset's
original
effective
interest
rate
(i.e.
the
effective
interest
rate
computed
at
initial
recognition).
The
carrying
amount
of
the
asset
is
reduced
either through deletion or through use of a provision.
The
present
value
of
the
financial
asset
is
reduced
through
use
of
a
provision
and
loss
is
recognized
in
income
statement.
The
Group
first
assesses
whether
objective
evidence
of
impairment
exists
individually
for
financial
assets
that
are
individually
significant,
and
individually
or
collectively
for
financial
assets
that
are
not
individually
significant.
If
it
is
determined
that
no
objective
evidence
of
impairment
exists
for
an
individually
assessed
financial
asset,
whether
significant
or
not,
the
asset
is
included
in
a
group
of financial assets with similar credit risk characteristics.
Assets
that
are
individually
assessed
for
impairment
and
for
which
an
impairment
loss
is
or
continues
to
be
recognized
are
not
included
in
a
collective
assessment
of
impairment.
If,
in
a
subsequent
period,
the
amount
of
the
impairment
loss
decreases
and
the
decrease
can
be
related
objectively
to
an
event
occurring
after
the
impairment
was
recognized,
the
previously
recognized
impairment
loss
is
reversed.
Any
subsequent
reversal
of
an
impairment
loss
is
recognized
in
the
income
statement,
to
the
extent
that
the carrying value of the asset does not exceed its amortized cost at the reversal date.
Trade receivables (Note 14)
For
trade
receivables
the
Group
implements
simplified
approach
for
the
calculation
of
credit
losses.
Therefore
the
Group
does
not
monitor
changes
in
credit
risk,
but
recognizes
a
percentage
of
losses
at
every
reporting
period.
The
Group
has
conducted
a
provisions
table
based
on
historical
experience
of
credit losses, adjusted with future factors appropriate for debtors and economic environment.
3.14 Inventory
Inventory
(goods)
is
valued
at
the
lower
of
cost
or
net
realizable
value.
Cost
is
determined
by
using
the
weighted
average
method.
The
net
realizable
value
is
the
estimated
sales
price
at
the
ordinary
operation
of
the
company
less
any
costs
to
sell
having
in
mind
seasonality
and
other
conditions.
The
cost
of
inventory does not include any financial expenses.
3.15 Trade receivables
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Trade
receivables
are
recognized
initially
at
fair
value
and
they
are
subsequently
valuated
at
the
amortized cost by using the effective interest rate method, less provision for impairment.
When
there
is
evidence
of
impairment
of
receivables,
the
carrying
value
is
reduced
to
its
recoverable
amount,
which
is
the
present
value
of
expected
future
cash
flows
discounted
at
the
initial
effective
interest rate. Then, the interest is calculated at the same rate on the impaired (new book) value.
3.16 Cash and cash equivalent
Cash
and
cash
equivalents
include
cash
at
banks
and
on
hand,
as
well
as
short
term
(up
to
3
months)
investments of high liquidation and low risk.
3.17
Assets held for sale and discontinued operation
Assets
held
for
sale
and
discontinued
operation
are
valued
at
the
lower
price
between
carrying
amount
and fair value less costs to sell.
Any
possible
fair
value
increase
in
a
subsequent
valuation
is
registered
in
Income
Statement
but
for
amounts
not
bigger
than
the
initially
registered
impairment
loss.
Since
the
date
on
which
an
asset
is
classified
as
held
for
sale,
this
asset
is
no
longer
depreciated
or
amortized.
Before
their
classification,
it
was
tested
if
the
specific
assets
compose
a
single
cash
generating
unit
and
then
an
impairment
test
took
place.
Assets
of
Note
9,
compose
a
CGU
mainly
because
altogether
have
been
contributed
on
12/7/2021 in TRADE ESTATES R.E.I.C..
Assets
held
for
sale
are
classified
as
such,
provided
that
their
carrying
value
will
be
mainly
recovered
through
sale
rather
than
through
continuing
use.
This
condition
is
considered
valid
only
when
the
sale
is
highly
probable
and
the
asset
is
available
for
immediate
sale
at
its
current
condition.
In
order
for
the
sale
to
be
very
possible,
the
management
must
have
a
plan
for
the
sale
of
the
asset
(or
the
group
of
assets)
and
must
be
committed
to
this,
while
an
active
plan
has
been
initiated
so
as
to
find
a
buyer
and
complete
the
program.
Moreover,
active
efforts
must
be
done
in
order
to
sell
the
asset
(or
group
of
assets)
in
a
reasonable
price
compared
to
its
current
fair
value.
Also,
the
Management
must
have
proceeded
its
actions
for
the
sale
at
such
point
so
as
to
be
expected
to
be
completed
either
based
on
stipulated
by
contractual
time
commitment
or
within
a
year
from
classification
date.
For
assets
measured
at
fair
value,
such
as
investment
properties,
the
measurement
provisions
of
IFRS
5
do
not
apply
and
continue to be measured at fair value.
A
discontinued
operation
is
an
integral
part
of
a
financial
entity
that
either
has
been
sold
or
has
been
classified as held for sale and:
a)
represents a separate major part of business operations or a geographical area of operations,
b)
is
part
of
a
single,
coordinated
divestment
program
of
a
great
part
of
operations
or
a
geographical
area of operations or
c)
is a subsidiary acquired exclusively with the prospect to be resold.
3.18 Share Capital
Direct
costs
incurred
for
increases
in
share
capital
are
recorded,
net
of
related
income
taxes,
against
the
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219
share
premium
reserve.
The
cost
of
treasury
shares
net
of
any
related
income
tax,
is
recorded
as
a
reduction
of
equity,
until
these
shares
are
sold
or
cancelled.
Any
gain
or
loss
on
sale
of
treasury
shares,
net
of
direct
transaction
costs
and
any
related
income
tax,
is
recorded
as
a
reserve
account
under
equity.
3.19 Loans
Loans
are
initially
recorded
at
their
fair
value
less
any
direct
costs
related
to
the
transaction.
After
initial
recognition,
they
are
subsequently
measured
at
amortized
cost
using
the
effective
interest
rate
method.
Interest
and
related
expenses
on
loans
taken
for
purchase
or
construction
of
fixed
assets
are
capitalized.
Capitalization
of
borrowing
costs
ceases
when
the
asset
is
ready
for
its
intended
use.
In
case
of
borrowing
specifically
for
the
purpose
of
constructing
or
acquiring
an
asset,
the
borrowing
costs
related
to
the
loan
agreement
are
directly
capitalized.
Otherwise,
in
order
to
determine
the
part
of
the
loan
related
with
that
fixed
asset,
a
method
is
implemented
to
determine
the
proportion
of
the
capitalized
interest
and
the
proportion
of
the
interest
which
will
be
recorded
to
the
statement
of
comprehensive
income
as
an
expense.
Revenues,
occurred
as
a
result
of
investing
part
of
a
loan
taken
for
construction
of a fixed asset, reduce the amount of borrowing costs capitalized.
Loan
expenses
paid
upon
signing
of
new
credits
are
recognized
as
loan
expenses
if
part
or
total
of
the
new
credit
line
is
received.
In
that
case,
they
are
registered
as
future
loan
expenses
until
the
loan
is
received.
If
the
new
loans
are
not
used,
partly
or
fully,
then
these
expenses
are
included
in
prepaid
expenses and are recognized in income statement during the period of the relevant credit line.
3.20 Derivative financial instruments and hedge accounting
The
Group
uses
derivative
financial
instruments
to
mitigate
the
risk
arising
from
fluctuations
in
interest
rates
(Note
22).
Such
derivative
financial
instruments
are
initially
recognized
at
fair
value
on
the
date
on
which
a
derivative
contract
is
entered
into
and
are
subsequently
measured
at
fair
value.
Any
gains
or
losses
arising
from
changes
in
fair
value
on
derivatives
that
do
not
qualify
for
hedge
accounting
are
taken directly to the income statement of the current year.
The
effective
part
of
hedges
that
qualify
for
hedge
accounting
is
recognized
directly
to
equity
if
it
is
related
to
cash
flow
hedges
while
the
ineffective
part
is
charged
to
the
consolidated
income
statement,
while
the
non
-
effective
part
is
recognized
in
the
statement
of
comprehensive
income.
If
the
hedge
is
related
to
effective
fair
value
hedges,
the
gain
or
loss
from
re-measuring
the
derivative
hedging
instrument
at
fair
value
is
recognized
in
profit
or
loss
and
the
gain
or
loss
on
the
hedged
item
attributable
to
the
hedged
risk
adjusts
the
carrying
amount
of
the
hedged
item
and
is
also
recognized
in
profit
or
loss.
Under
cash
flow
hedge
accounting,
when
the
hedged
firm
commitment
results
in
the
recognition
of
non
-
financial
asset
or
a
non
-
financial
liability,
then,
at
the
time
the
asset
or
liability
is
recognized
the
associated
gains
or
losses
that
had
previously
been
recognized
in
equity
are
included
in
the
initial
measurement
of
the
acquisition
cost
or
other
carrying
amount
of
the
asset
or
liability.
For
all
other
cash
flow
hedges,
the
gains
or
losses
that
are
recognized
in
equity
are
transferred
to
the
income
statement
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220
in
the
same
year
in
which
the
hedged
firm
commitment
affects
the
Statement
of
Comprehensive
Income.
The
requirements
regarding
hedge
accounting
have
improved
hedging
instruments
accounting
through
risk
management
measures
implemented
by
the
Group
and
therefore,
the
number
of
hedge
relationships,
which
meet
the
criteria
for
the
implementation
of
hedge
accounting,
is
expected
to
increase.
On
the
date
of
the
initial
implementation,
all
Group’s
current
hedge
relationships
would
be
recognized
as
ongoing
hedge
relationships.
Following
the
implementation
of
IFRS
9,
the
Group
recognizes
changes
in
time
value
of
stock
options
as
deferred
amount
at
a
new
reserve
“hedge
accounting”
within
the
Group’s
equity.
Deferred
amounts
are
recognized
against
relevant
the
hedge
transaction
when
it
occurs.
However,
since
the
amounts
were
insubstantial,
no
change
occurred
at
the
comparative basis.
3.21 Current and Deferred Tax
Taxes recorded in income statement include both current and deferred taxes.
Current
income
tax
is
recognized
in
income
statement,
except
to
the
extent
that
it
relates
to
items
recognized
directly
in
equity.
Current
income
taxes
include
the
current
liabilities
and/
or
assets,
to
or
from
the
tax
authorities,
relating
to
the
taxes
payable
on
the
taxable
income
of
the
period.
Current
taxes
are
increased
by
any
income
taxes
related
to
provisions
for
tax
differences
or
additional
taxes
which
are
imposed by the tax authorities upon audit of the unaudited tax years.
Deferred
tax
assets
and
liabilities
are
measured
at
the
tax
rates
which
are
expected
to
apply
in
the
year
where
the
asset
or
liability
will
be
settled,
taking
into
account
the
tax
rates
(and
tax
laws)
that
have
been enacted or are virtually applicable at the reporting date.
Deferred
taxes
arise
on
temporary
differences
between
the
recognition
of
assets
and
liabilities
for
tax
purposes
and
those
for
the
purposes
of
preparation
of
the
financial
statements.
Deferred
tax
is
calculated
using
the
liability
method
on
all
taxable
temporary
differences
at
the
reporting
date,
between
the
tax
basis and book value of assets and liabilities.
The
expected
tax
effects
of
temporary
tax
differences
are
recognized
either
as
future
(deferred)
tax
liabilities
or
as
deferred
tax
assets.
In
case
of
an
inability
to
accurately
measure
temporary
tax
differences,
the
initial
recognition
is
made
based
on
estimation
of
the
reversal
time
and
such
estimation
is reviewed each year.
Deferred
tax
assets
are
recognized
for
deductible
temporary
differences
and
unused
tax
losses,
to
the
extent
that
it
is
probable
that
sufficient
future
taxable
income
will
be
available
against
which
the
unused
tax
losses
and
tax
credits
can
be
used
or
sufficient
taxable
deductible
temporary
differences
that
incur
in
the
same
company
and
will
be
recovered.
Significant
judgement
is
required
by
the
Management
in
order
to
define
the
value
of
deferred
tax
assets
which
can
be
recognized
having
in
mind
the
future
tax
incomes as well as the tax plan of the Group.
The Group sets off deferred tax assets and deferred tax liabilities only if:
•
it has a legal right to set off current tax receivables against current tax payables and
•
deferred
tax
assets
and
deferred
tax
liabilities
relate
to
income
tax
imposed
by
the
same
tax
Annual Financial Report for the period
1/1/2022 to 31/12/2022
221
authority.
As
a
result
deferred
tax
assets
and
liabilities
are
presented
on
a
net
basis
in
the
separate
financial
statements
of
the
Company
while
such
items
are
presented
separately
in
the
consolidated
accounts
of
the Group.
If
the
deferred
income
tax
arises
from
initial
recognition
of
an
asset
or
liability
in
a
transaction
other
than
business
combination,
then
it
does
not
affect
the
neither
the
accounting
nor
the
taxable
profit
or
loss and therefore it is not taken into account.
The tax rates in the countries that the Group operates for the year 2022 are presented below:
% Income Tax/ Deferred Tax
The
following
applies
to
the
subsidiaries
companies
of
the
Group
TRADE
ESTATES
REIC,
KTIMATODOMI
SA,
BERSENCO
SA,
VOLYRENCO
SA
and
RENTIS
SA:
according
to
article
31
par.
3
of
Law
2778/1999,
as
in
force,
they
are
not
subject
to
income
tax
but
are
taxed
based
on
the
fair
value
of
its
investments
and of its available. So the IAS 12 standard is not applied.
3.22 Employee Benefits
Employee benefits are:
a) Short term benefits
Short term benefits to employees in money or in kind are recorded as an expense as they accrue.
b) Post
-
retirement benefits
Companies
of
the
Group
pay
retirement
compensation
to
their
employees.
Such
compensation
varies
in
relation
to
the
employees’
years
of
service
and
salary
payable
at
the
time
of
retirement
and
is
accounted
for
as
a
defined
benefit
plan.
Post
-
retirement
obligations
are
calculated
at
the
present
value
of
future
employee
benefits
accrued
as
at
the
end
of
the
reporting
period,
based
on
the
benefits
to
be
earned
over
their
expected
labor
life.
The
above
mentioned
obligations
are
calculated
based
on
actuarial
valuation
methods
and
are
determined
using
the
Projected
Unit
Method.
Net
costs
of
the
period
are
included
in
the
attached
statement
of
comprehensive
income
and
consist
of
the
present
value
of
the
employee
benefits
that
were
accrued
during
the
current
year,
the
interest
derived
from
the
employee
Annual Financial Report for the period
1/1/2022 to 31/12/2022
222
benefit
obligation
and
the
actuarial
gains
and
losses
which
are
recognised
in
full
in
the
period
in
which
they
occur
in
the
comprehensive
income
and
they
are
not
transferred
in
income
statement
in
next
periods.
Full
Yield
Curve
method
is
used
for
the
definition
of
the
discount
interest
rate
in
the
calculation
of the present value of the employee benefits. The Group applies article 8 par. A of Law 3198/1955.
c) State insurance programs
The
employees
of
the
Greek
subsidiaries
of
the
Group
are
covered,
in
terms
of
insurance
programs,
mainly
through
the
Social
Insurance
Institution
(EFKA)
the
largest
Social
Security
Organization
of
the
private
sector,
which
supplies
pension
and
medical
coverage.
Every
employee
is
obliged
to
participate
partially,
through
his
salary,
in
the
costs
of
the
insurance
program,
while
the
remaining
cost
is
covered
by
the
Group.
Upon
retirement,
the
pension
fund
is
responsible
to
cover
the
obligation
of
pensions
and
retirement
benefits
to
the
employees.
As
a
consequence
the
Group
does
not
have
any
other
legal
or
future
obligation
to
cover
future
employee
benefits
according
to
this
pension
program.
This
program
is
considered
and
accounted
for
as
a
defined
contribution
plan
whereby
the
accrued
social
security
contributions are recorded as an expense in the financial period in which they are incurred.
d) Private insurance programs
Every
full
time
employee
of
the
Group
belonging
to
the
management
team,
according
to
the
internal
company
policy,
is
covered
by
a
private
insurance
pension
and
other
benefits
program.
The
Group
covers,
the
contract
defined
fees,
while
the
financial
management
of
the
program
is
performed
by
the
Insurance
Firm.
This
program
is
considered
and
accounted
for
as
a
defined
contribution
plan
whereby
the accrued cost of the insurance fees is recorded as expense in the period in which they are incurred.
e)
Stock option plan (IFRS 2)
The
Company
intends
to
attract,
retain
and
incentivise
the
executives
of
the
Company
and
the
executives
of
its
subsidiaries
and
affiliated
companies,
as
through
the
Stock
Options
plan,
the
participants
have
a
direct
equity
interest
in
the
Company
which
link
their
performance
to
the
Company’s
future
performance
and the increase of shareholder value. This program regards equity shares transactions.
The
Company
makes
decisions
regarding
the
implementation
of
the
Stock
Option
Plan
–
to
executives
of
the
Company
and
its
subsidiaries
and
affiliates
in
compliance
with
par.5
of
Art.42e
of
Law
2190/1920.
A
basic
condition
for
participation
in
the
Stock
Options
plan
is
the
salaried
working
relationship
of
executives
with
the
Company
or
its
subsidiaries
and
affiliates.
The
cost
of
equity
settled
transactions
is
measured
by
reference
to
the
fair
values
at
the
date
in
which
they
are
granted
and
is
recognized
as
an
expense
over
the
period
from
grant
date
to
maturity
date
of
the
options
with
a
concurrent
increase
in
equity.
In
the
separate
financial
statements
of
the
Company,
the
cost
of
the
benefits
concerning
the
executives
of
the
subsidiaries
is
recognized
as
an
increase
in
the
participation
in
subsidiaries,
while
for
the company's staff, the cost of the benefits is recognized as an expense in the results of the year.
The
program
takes
into
account
the
following
variables:
Exercise
price,
Share
price
at
grant
date,
Grant
Annual Financial Report for the period
1/1/2022 to 31/12/2022
223
Date, M
aturity date(s) of rights,
Expected Stock Volatility, Dividend Yield, Risk Free Rate.
3.23 Government grants
Government
grants
are
recognized
where
there
is
reasonable
assurance
that
the
grant
will
be
received
and
all
attached
conditions
will
be
complied
with.
When
the
grant
relates
to
an
asset,
it
is
recognized
as
other
non-current
liabilities
and
amortized
over
the
expected
useful
life
of
the
related
asset.
Such
amortization is presented in other income in Statement of Comprehensive Income.
3.24 Contingent liabilities and Provisions
Provisions
are
recognized
when
the
Group
has
a
present
legal,
contractual
or
constructive
obligation
as
a
result
of
past
events
and
it
is
probable
that
an
outflow
of
resources
embodying
economic
benefits
will
be
required
to
settle
this
obligation,
and
a
reliable
estimate
of
the
amount
of
the
obligation
can
be
made.
Provisions
are
reviewed
at
each
reporting
date
and
adjusted
to
reflect
the
present
value
of
the
expense
expected to be required to settle the liability.
Contingent
liabilities
are
not
recognized
in
the
Financial
Statements
but
are
disclosed
unless
there
is
a
probability of financial outflow of resources that embodying economic benefits.
Contingent
receivables
are
not
recognized
in
the
Financial
Statements
but
are
disclosed
if
the
inflow
of
economic benefits is probable.
3.25 Revenue and expense recognition
Revenue
is
measured
at
the
fair
value
of
sales
of
goods
and
provision
of
services,
net
of
Value
Added
Tax, discounts and returns. Inter - company
revenues are eliminated.
The recognition of revenue is accounted for as follows:
•
Sales
of
goods
and
revenue
from
contracts
with
customers:
Sales
of
goods
are
recognized
when
the
Group
invoices
and
delivers
the
goods
to
the
customers
and
the
goods
are
accepted
by
them.
Retail
sales
are
through
cash
payments
or
through
credit
cards.
In
these
cases
the
income
recorded
is the amount received by the customer.
IFRS
15
establishes
a
5-step
model
implemented
for
income
arising
from
a
contract
with
a
customer
(with
limited
exceptions),
regardless
the
type
of
income
transaction
or
segment.
The
standard
applies
also
for
the
recognition
and
measurement
of
income
statement
from
the
sale
of
non-financial
assets
which
are
not
included
in
the
ordinary
operation
of
the
Group
(e.g.
sales
of
tangible
or
intangible
assets).
It
requires
that
entities
must
allocate
the
transaction
price
from
contracts
to
distinctive
promises,
namely
execution
liabilities,
based
on
standalone
selling
prices,
according
to
five-step
model.
Afterwards,
the
income
is
recognized
when
the
entity
satisfies
execution
liabilities,
namely
when
it
transfers
goods
or
services
which
are
determined
in
the
contract
at the customer.
The
standard
is
based
on
the
principle
that
the
income
is
recognized
when
control
of
a
product
or
service
is
transferred
to
the
customer.
The
Group
operates
in
retail
trading
of
furniture
and
Annual Financial Report for the period
1/1/2022 to 31/12/2022
224
household
goods
and
sporting
goods.
According
to
IFRS
15,
Revenue
from
contracts
with
customers,
the
Group
recognizes
revenue
when
control
of
the
products
is
transferred,
being
when
the
products
are
delivered
to
the
customer.
Therefore,
the
adoption
of
IFRS
15
did
not
have
an
impact
at
the
time
of
the
revenue
recognition.
Net
sales
revenue
is
measured
at
fair
value
of
the
amount
received.
Net
sales
revenue
exclude
amounts
collected
by
third
parties
such
as
value
added
taxes, as these are not included in the transaction price.
However,
future
discounts
related
to
customer
loyalty
programs
of
the
Group’s
companies
create
a
right
which
must
be
recognized
when
exercised
or
expired,
only
if
it
is
considered
substantial
and
the
customer
would
not
acquire
it
if
the
initial
transaction
was
not
implemented.
The
Group
provides
discounts
to
its
customers
based
on
the
points
gathered
from
transactions
made
by
using
the
customer
loyalty
program
card.
All
these
discounts
are
settled
within
18
to
24
months
depending
on
the
program.
According
to
the
requirements
of
the
standard,
the
Group
estimates
that
these
discounts
represent
substantial
right
for
customers,
create
obligation
for
execution
and
therefore
part
of
the
income
of
each
transaction
which
corresponds
to
this
right
will
be
recognized
when
exercised
(fulfilment
of
obligation)
or
expired.
IFRS
15
neither
excludes
nor
defines
a
specific
methodology
for
the
estimation
of
the
price
of
the
point
gathered
as
long
as
the
estimation
composes
a
reliable
reflection
of
the
price
at
which
the
Group
would
provide
separately
this
product
to the customer.
•
Provision
of
services:
The
income
from
provision
of
services
is
recorded
in
the
period
in
which
the
services are provided, based on the stage of completion of the provided service.
•
Interest
income:
Interest
income
is
recognized
proportionally
in
time
and
by
using
the
effective
interest rate.
•
Dividends:
Dividends
considered
income
when
the
right
to
receive
them
is
established.
The
aforementioned
right
is
established
after
the
decision
of
the
General
Assembly
(ordinary
or
extraordinary). Expenses recognized in the statement of comprehensive income as accrued
•
Advertising
costs:
Advertising
costs
registered
as
incur
in
financial
results
and
are
included
in
distribution expenses.
•
Borrowing
costs:
Underwriters
costs,
legal
and
other
direct
costs
incurred
during
the
issue
of
long
term
loans
are
deducted
from
the
loan
balances
and
are
recorded
to
the
statement
of
comprehensive
income
based
on
the
effective
interest
rate
method
over
the
duration
of
the
loan.
Borrowing
cost
is
recognized
as
an
expense
during
the
issue
period,
except
of
the
case
that
Group
capitalizes borrowing costs according to IAS 23.
•
Credit Card Expenses
: Credit card expenses registered at distribution expenses.
3.26 Leases
Leases
in
which
all
the
risks
and
benefits
of
the
property
remain
with
the
lessor
are
recorded
as
finance
leases. All the other leasing contracts are recorded as operating leases.
•
Group as a Lessor:
Income from operating leasing is recognized as income on a straight - line
Annual Financial Report for the period
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225
basis over the lease term.
•
Group
as
a
Lessee:
In
more
details,
on
the
beginning
date
of
the
leasing
period,
a
right
of
use
asset
and
a
liability
are
recognized
by
calculating
present
value
of
leases
which
remain
unpaid,
discounted
with
leasing
interest
rate
(interest
rate
which
would
be
accepted
by
the
lessee
in
order
to
be
loaned
all
necessary
funds
with
similar
terms).
The
Group
determines
the
leasing
duration
as
the
contractual
leasing
duration,
including
the
period
which
is
covered
by
a)
the
right
to
extend
leasing
if
it
is
almost
sure
that
it
will
be
exercised,
or
b)
the
right
to
terminate
the
contract
if
it
is
almost
sure
that
it
will
not
be
exercised.
The
Group
implements
a
single
discount
rate
at
each
leasing
category
with
similar
characteristics
(as
leasing
with
similar
duration,
assets
and
economic
environment).
Afterwards,
the
asset
is
measured
at
cost
less
depreciation
and
any
impairment
losses
while,
the
liability
is
measured
by
increasing
book
value
with
interest
expenses
on
the
liability
and
by
decreasing
book
value
with
leases payments.
3.27 Offsetting of financial assets and liabilities
Financial
assets
and
liabilities
are
not
offset
in
the
financial
statements
unless
there
is
a
legal
right
of
set
-
off
and
intention
for
settlement
of
the
net
amount
or
settlement
of
the
asset
and
liability
simultaneously.
3.28 Derecognition of financial assets and liabilities
Financial Assets
A
financial
asset
(or,
where
applicable
a
part
of
a
financial
asset
or
part
of
a
group
of
similar
financial
assets) is derecognized where:
•
the rights to receive cash flows from the asset have expired,
•
the
Group
or
the
Company
has
transferred
its
right
to
receive
cash
flows
from
the
asset
or
has
assumed
an
obligation
to
pay
them
in
full
without
material
delay
under
a
“pass
-
through”
arrangement
and
either
(a)
has
transferred
substantially
all
the
risks
and
rewards
of
the
assets,
or
(b)
has
neither
transferred
nor
retained
substantially
all
the
risks
and
rewards
of
the
asset,
but
has
transferred control of the asset.
Where
the
Group
or
the
Company
has
transferred
its
rights
to
receive
cash
flows
from
an
asset
and
has
neither
transferred
nor
retained
substantially
all
the
risks
and
rewards
of
the
asset
nor
transferred
control
of
the
asset,
the
asset
is
recognized
to
the
extent
of
the
Group’s
or
Company’s
continuing
involvement
in
the
asset.
Continuing
involvement
that
takes
the
form
of
a
guarantee
over
the
transferred
asset
is
measured
at
the
lower
of
the
original
carrying
amount
of
the
asset
and
the
maximum
amount
of
consideration that the Group or Company could be required to repay.
Financial liabilities
A
financial
liability
is
derecognized
when
the
obligation
under
the
liability
is
discharged
or
cancelled
or
expires.
Where
an
existing
financial
liability
is
replaced
by
another
from
the
same
lender
on
substantially
different
terms,
or
the
terms
of
an
existing
liability
are
substantially
modified,
such
an
exchange
or
Annual Financial Report for the period
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226
modification
is
treated
as
a
derecognition
of
the
original
liability
and
the
recognition
of
a
new
liability,
and the difference in the respective carrying amounts is recognized in income statement.
3.29 Earnings/Losses per share
The
basic
and
diluted
earnings
per
share
are
calculated
by
dividing
net
profits
after
taxes
with
the
weighted average number of shares of each period/ year.
The
weighted
average
number
of
shares
arises
by
summing
the
outstanding
shares
into
which
the
share
capital
is
divided
and
the
rights
that
can
be
contingently
exercised
and
are
owned
by
the
company
and
subtracting the shares buy back.
4.
Financial Risk Management
Risk
management
is
handled
by
the
Finance
Department,
which
operates
according
to
specific
rules
set
by the Board of Directors.
The
Group
has
adopted
the
“Enterprise
Risk
Management”
(ERM)
methodology
which
facilitates
and
enables
the
organization
to
identify,
evaluate
and
manage
risks
through
a
structured
approach.
The
methodology
is
based
on
the
COSO
(Committee
of
Sponsoring
Organizations
of
the
Treadway
Commission)
ERM,
which
provides
guidance
on
how
to
integrate
ERM
practices
and
outlines
the
principles
of
their
implementation.
In
this
context,
100
risks
were
identified
and
evaluated
which
were
recorded in the Risk Register of the Company.
More
specifically,
the
risk
categories
are:
Profitability
and
Liquidity,
Reputation
and
Ethics,
Society
and
People,
Regulatory
Compliance,
Strategy,
Customers,
Health
and
Safety,
Growth
and
Competition,
Technology and Functions. The most important risks that have been identified for the Group are:
•
Risk
related
to
the
category
Society
and
People:
The
possibility
of
facing
difficulties
in
attracting,
developing
(including
training)
and
retaining
the
required
skills
and
talents
(including
new
skills
in
digital technologies) and the relative impact on the Group's performance.
•
Risk
related
to
Profitability
and
Liquidity:
The
probability
of
failure
to
clearly
define
the
strategy
and
to align it with the business objectives and the relevant effects on the Group's development.
•
Risk
related
to
the
Strategy
category:
The
possibility
of
inefficient
liquidity
management,
as
well
as
the unclear liquidation strategy and the related effects on the Group's profits and liquidity.
•
Risk
related
to
the
Strategy
category:
The
possibility
of
misalignment
of
the
business
strategy
with
the
ESG
obligations
(
Environmental,
Social
and
Corporate
Governance
)
and
the
expectations
of
the
corporate
governance
and
the
relevant
effects
on
the
financial
results
and
the
reputation
of
the
Group.
•
Risk
related
to
the
Strategy
category:
The
possibility
of
failure
to
adopt
state-of-the-art
technology
/
align
the
IT
strategy
with
the
business
strategy
and
new
business
models
as
well
as
the
relative
impact on the Group's reputation and revenue.
•
Risk
related
to
the
category
Development
and
Competition:
The
possibility
of
the
emergence
of
new
competitors (e-shop or physical stores) and the relative impact on the loss of market share.
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227
•
Risk
related
to
the
category
Development
and
Competition:
The
possibility
of
entering
international
digital markets (marketplaces) and the relative impact on the loss of market share.
•
Risk
related
to
the
Technology
category:
The
possibility
of
high
cost
of
information
systems
platforms and the impact on the Group's profits.
•
Risk
related
to
the
Technology
category:
The
possibility
of
attack
in
cyber
attack
and
the
relative
impact on the profits, performance and reputation of the Group.
•
Risk
related
to
the
category
Operations:
The
possibility
of
mismanagement
of
inventories
and
the
relevant effects on the Group's performance and income.
The
Board
of
Directors
provides
written
instructions
and
guidelines
for
general
risk
management
as
well
as
specific
instructions
for
the
management
of
specific
risks,
such
as
foreign
exchange
risk
and
interest
rate risk.
a) Financial risk management
The
Group
is
exposed
to
financial
risks
such
as
foreign
exchange
risk,
interest
rate
risk
and
liquidity
risk.
The
Finance
Department
identifies,
assesses
and
hedges
the
financial
risks
in
cooperation
with
the
Group's subsidiaries.
Foreign Exchange Risk:
The
Group
is
exposed
to
foreign
exchange
risk
arising
from
transactions
in
foreign
currencies
(RON,
USD,
TRY,
SEK)
with
suppliers
which
invoice
the
Group
in
currencies
other
than
the
local.
The
Group,
in
order
to
minimize
the
foreign
exchange
risk,
according
to
the
needs,
in
certain
cases
pre
-
purchases
foreign currencies.
Interest rate risk/liquidity:
The
Group
is
subject
to
cash
flow
risk
which
in
the
case
of
possible
variable
interest
rates
fluctuation,
may
affect
positively
or
negatively
the
cash
inflows
or
outflows
related
to
the
Group’s
assets
or
liabilities.
Liquidity
risk
is
minimized
via
the
availability
of
adequate
credit
lines
and
cash
.
The
Group
has
entered
into Forward Interest Rate Swap (IRS) contracts in order to face these risks.
Property price and lease risk
The
Group
is
exposed
to
property
price
and
lease
risks
as
regards
of
the
possibility
of
a
decrease
in
the
commercial
value
of
the
real
estate
and/or
leases,
which
may
come
from
developments
in
the
real
estate
market
in
which
it
operates,
the
general
conditions
of
the
Greek
and
international
macroeconomic
environment,
from
the
characteristics
of
the
Company's
portfolio
real
estate
and
from
events
concerning
the Company's existing tenants.
To
reduce
property
price
risk,
the
Group
carefully
selects
properties
that
are
located
in
excellent
position
and
promoted
in
commercial
areas
so
as
to
reduce
its
exposure
to
this
risk.
It
seeks
to
enter
into
long-
term
operating
lease
contracts,
with
tenants
of
high
credibility,
in
which
are
foreseen
annual
adjustments
of
the
lease
related
to
the
Consumer
Price
Index,
while
in
case
of
negative
inflation
there
is
no
negative
impact on of the lease.
Risks due to the energy crisis and inflationary pressures
Annual Financial Report for the period
1/1/2022 to 31/12/2022
228
The
Group
carefully
monitors
the
news
and
developments
regarding
the
energy
crisis
and
the
inflationary
pressures,
in
order
to
adjust
in
the
special
conditions
arising.
It
complies
with
the
official
instructions
of
the
competent
authorities
for
the
operation
of
its
physical
stores
and
headquarters
in
the
countries
in
which
it
operates.
It
harmonizes
with
the
current
legislation
and
continues
its
commercial
transactions
in physical stores according to the instructions.
The
energy
cost
for
the
operation
of
the
Group's
stores
and
warehouses
is
affected
by
the
large
increases
observed internationally, but it is a relatively small part of the Group's operating costs.
The
Group continues the strictly selected investments in both retail segments in which it operates.
Re
garding
the
developments
in
Ukraine,
the
Group
declares
that
it
has
no
subsidiaries,
parent
or
affiliated
companies
based
in
Russia
or
Ukraine,
nor
significant
transactions
with
affiliated
parties
from
Russia
or
Ukraine.
The
Group
also
states
that
it
has
no
significant
customers
or
suppliers
or
subcontractors
or
partners
from
Russia
or
Ukraine,
nor
does
it
maintain
warehouses
with
goods
in
Russia
or Ukraine. The Group states that it does not maintain accounts or have loans with Russian Banks.
Non-financial risks:
In
addition
to
the
financial
risks,
the
Group
also
focuses
on
non-financial
risks
related
to
specific
issues,
which
have
been
identified
as
essential
in
the
context
of
sustainable
development.
These
issues
concern
the
full
compliance
with
the
legislation
and
the
implementation
of
corporate
governance
policies,
human
resources,
the
environmental
impact
of
the
companies'
activity,
the
supply
chain,
and
the
evolution
of
the
companies
in
the
market
in
which
they
operate.
Risk
management
presupposes
the
definition
of
objective
goals
based
on
which
the
most
important
events
that
can
affect
the
Group
are
identified,
the
relevant risks are assessed and a decision is made.
b) Significant Pending Court Cases/Legal Issues
There
are
no
litigations
or
legal
issues
that
might
have
a
material
impact
on
the
Company
and
the
Group’s Annual Condensed Financial Statements for the period 1/1 - 31/12/2022.
Annual Financial Report for the period
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229
5.
Segment Information
The Group is active on the following two operating segments:
•
Retail Trading of Home Furniture and Households Goods (IKEA stores).
•
Retail Trading of Sporting Goods (INTERSPORT and TAF stores).
The
Retail
Trading
of
Home
Furniture
and
Household
Goods
(IKEA
Stores)
also
includes
investments
in
real
estate
through
the
Group's
subsidiary
under
the
name
TRADE
ESTATES
REIC,
which
was
established
in
July
2021,
the
date
on
which
it
acquired
the
Group's
properties
through
a
contribution
of
the
specific
sector.
The
main
financial
interest
is
concentrated
on
the
business
classification
of
the
Group’s
activities,
where
the
various
economic
environments
constitute
different
risks
and
rewards.
The
Group’s
activities
comprise
mainly
one
geographical
area,
that
of
the
wider
European
region,
primarily
in
Greece
along
with countries of Southeastern Europe (Romania, Bulgaria, Cyprus and Turkey).
The
Group's
sales
revenue
in
2022
arise
58%
from
activities
in
Greece
(58%
in
2021)
with
the
remaining
42%
arising
from
the
other
countries
of
Southeastern
Europe
(42%
in
2021)
which
is
analyzed
as
follows:
16%
from
Bulgaria
(2021:
16%),
14%
from
Cyprus
(2021:
14%),
9%
from
Romania
(2021:
10%)
and
3%
from
Turkey
(2021:
2%).
Revenue
of
the
Company
concern
intrasegment
transactions
and are eliminated at the Consolidated Financial Statements.
Historically,
the
consumers’
demand
for
the
Group
products
increases
during
the
last
four
months
of
the
year.
Group results by operating segment for the year 2022 are analysed below:
Annual Financial Report for the period
1/1/2022 to 31/12/2022
230
Certain
amounts
of
the
previous
year
have
been
adjusted
to
reflect better
the
changes
in
the
way
expenses
are
allocated
between
the
Group's
operational
segments.
More
specifically,
prior
year’s
amounts
included
in
the
cost
of
sales
of
the
subsidiary
TRADE
LOGISTICS
S.A
regarding
storage
services
have
been
adjusted
from
the
cost
of
sales
(amount
euro
5,179
thousand)
to
distribution
expenses
(amount
euro
4,979
thousand)
and
administrative
expenses
(amount
euro
200
thousand)
to
be
consistent with similar companies display.
Respectively,
the
results
of
the
operating
segments
during
the
year
ended
December
31,
2021
for
the
Group are analyzed in the table below
:
Goodwill arising from valuation
Net gain from the fair value
adjustment of investment property
Operating Profit / (Loss)
Contribution associate companies
profit and loss
Profit / (Loss) before Tax
Depreciation / Amortisation
Annual Financial Report for the period
1/1/2022 to 31/12/2022
231
The
differences
in
the
operating
segments
and
the
affected
lines,
as
well
as
the
adjusted
amounts
of
the
year 2021, are analyzed in the table below:
Operating Profit / (Loss)
Profit / (Loss) before Tax
Depreciation / Amortisation
In
addition,
the
administrative
expenses
of
2021 have
increased
by
the
amount
of
euro
729
thousand
which
refers
to
revaluation
gains
of
investment
properties
to
fair
values
amounting
to
euro
84
thousand
and is presented in a new line in the Income Statement gain/(losses) from valuations.
Respectively,
the
structure
of
assets
and
liabilities
as
at
31
December
2022
and
31
December
2021
in
the
above operating segments is analyzed as follows:
Goodwill arising from valuation
Net gain from the fair value
adjustment of investment property
Operating Profit / (Loss)
Contribution associate companies
profit and loss
Profit / (Loss) before Tax
Depreciation / Amortisation
Annual Financial Report for the period
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232
It
is
noted
that
the
consolidation
entries
column
includes
transactions
between
the
parent
company
and
operating segments of the Group.
6.
Analysis of expenses and other operating income
(a)
The expenses are presented in the financial statements as follows:
Property plant and
equipment
Assets classified as
held for sale
Other Non-current
Liabilities
Total non current
Liabilities
Liability arising from
assets held for sale
Annual Financial Report for the period
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233
Certain
amounts
of
the
previous
year
have
been
adjusted
to
reflect
their
nature
(from
expenses
included
in
the
cost
of
sales
to
distribution
expenses
and
administrative
expenses
with
a
corresponding
adjustment
for
depreciation/impairment)
.More
specifically,
last
year’s
amounts
included
in
the
cost
of
sales
of
the
subsidiary
TRADE
LOGISTICS
S.A
have
been
adjusted
to
become
similar
and
comparable
to
the
corresponding
amounts
of
the
current
period
and
to
be
reflected,
depending
on
their
nature,
in
the
distribution
expenses
and
administrative
expenses.
A
corresponding
adjustment
was
made
for
depreciation/impairment.
The main categories of expenses are analyzed below:
The main categories of operating expenses are analyzed below
:
For
the
year
ended
31/12/2022,
the
other
expenses
of
the
Company
include
Auditors
fees
amounting
to
euro
3
thousand
relating
to
services
beyond
financial
statements
audit
(excluding
services
of
regular
Depreciation/Amortisation (Distribution)
Depreciation/Amortisation (Administration)
Expenses embedded on cost of sales
Net gain/loss from fair value adj. of invest
propery
Depreciation/Amortisation/Net gain/loss from
fair value adj. of invest propery
Other expenses and depreciation/ Net gain
from fair value adj. of invest propery
Annual Financial Report for the period
1/1/2022 to 31/12/2022
234
control
and
issuance
of
tax
certificate,
which
amount
to
euro
41
thousand).
Therefore,
the
percentage
of non-audit services in relation to the audit services provided by the statutory auditor is 7%.
Payroll expenses are analyzed as follows:
(b) Other operating income is analyzed as follows:
The
other
income
of
the
year
2022
includes
an
amount
of
euro
2,553
thousand
(2021:
2,235
thousand)
which
mainly
concern
income
from
orders
delivery
charges,
rents
receivable
and
Group’s
Utilities,
customer
services
euro
4,382
thousand
(2021:
4,454
thousand)
and
photovoltaic
income
amounting
to
euro
344
thousand
(2021:
332
thousand).
Also
included
revenues
from
lease
discounts
and
VAT
refunds
due
to
COVID-19
amounting
to
euro
231
thousand
(2021:
6,318
thousand)
and
other
income
2,603
(2021: 1,643).
In
addition,
the
Company's
other
income
of
the
year
2022
includes
euro
1,555
thousand
(2021:
euro
1,285
thousand)
due
to
income
from
invoicing
software
to
subsidiaries,
income
from
subleasing
property
and
occupancy
expenses
to
subsidiaries
euro
315
thousand
(2021:
euro
192
thousand)
and
income
from
invoicing
travels
euro
39
thousand
(2021:
euro
10
thousand)
under
the
context
of
provision
of
administrative services.
(c) Net Financial Results are analyzed as follows:
Social security contributions
Revenue from prior year and non-use of
provisions
Annual Financial Report for the period
1/1/2022 to 31/12/2022
235
The
differentiation
in
the
foreign
exchange
differences
are
due
to
the
activity
of
the
subsidiary
in
Turkey
and is result of the implementation of IAS29 (euro 800 thousand).
(d)
Consolidated
financial
statements
include,
through
equity
method,
the
associated
companies
VYNER
LTD
and
SW
SOFIA
MALL
ENTERPRISES
LTD,
ΜΑΝΤΕΝΚΟ
SA,
POLIKENCO
SA,
SEVAS
TEN
SA.
and
RETS
SA.
7.
Property, plant and equipment
Property, plant and equipment for the Group are analyzed as follows:
Foreign exchange differences (expense) -
realized-
Interest of lease liabilities
Interest and related income
Foreign exchange differences (income) -
realized-
Buildings
and
installations
Assets under
construction
Net book value at 31.12.2021
Other changes in acquisition cost
Classification of assets held for
sale Acquisition cost
Depreciation/ amortization
Other changes in depreciation
Classification of assets held for
sale Depreciation
Acquisition cost at 31.12.2022
Accumulated depreciation at
31.12.2022
Net book value at 31.12.2022
Annual Financial Report for the period
1/1/2022 to 31/12/2022
236
Additions
in
the
Property,
Plant
and
Equipment
for
the
period
refer
to
construction
and
purchase
of
equipment
for
retail
stores
(new
and
existing)
regarding
segments
of
home
furniture
and
household
goods and sporting goods.
In
sporting
goods
segment,
on
12/4/2022
one
(1)
new
INTERSPORT
Store
in
Korinthos
and
on
19/12/2022 one (1) new INTERSPORT Store in Drama started operating.
Most considerable additions in property, plant and equipment in the year 2022 refer to:
a)
Property,
plant
and
buildings
installations
of
amount
euro
1.8
million
for
IKEA
Stores
and
euro
3.3 million for INTERSPORT and TAF Stores.
b)
Machinery
–
installations,
furniture
and
miscellaneous
equipment
of
amount
euro
2.3
million
for
IKEA Stores and euro 4 million for INTERSPORT and TAF Stores.
c)
Machinery
of
the
subsidiary
TRADE
LOGISTICS
SA
of
amount
euro
2.3
million,
property,
plant
and buildings installations of amount euro 1.8 million.
Other
changes
in
acquisition
cost
include
foreign
exchange
differences
on
foreign
subsidiaries
assets
arising
from
foreign
exchange
difference
resulting
from
the
conversion
of
the
exchange
rates
of
amount
euro
2
th.,
write-offs
of
amount
euro
3,003
th.
and
sales
of
fixed
assets
euro
72
thousand
as
well
as
the
transfer
of
an
amount
of
fixed
assets
under
construction,
to
other
categories
of
fixed
assets
mainly
concerns
a
completed
investment
of
machinery
in
subsidiary
TRADE
LOGISTICS
SA.
Moreover,
the
other
changes
in
depreciation
include
foreign
exchange
differences
on
foreign
subsidiaries
assets
arising
from
foreign
exchange
difference
resulting
from
the
conversion
of
the
exchange
rates
of
amount
euro
2
thousand,
write-offs
amounting
to
euro
3,023
thousand
and
sales
of
fixed
assets
amounting
to
euro
70
Building
s and
installati
ons
Assets under
construction
Net book value at
31.12.2020
Other changes in
acquisition cost
Depreciation/ amortization
Other changes in
depreciation
Acquisition cost at
31.12.2021
Accumulated
depreciation at
31.12.2021
Net book value at
31.12.2021
Annual Financial Report for the period
1/1/2022 to 31/12/2022
237
thousand.
Depreciation/Amortization
of
Property,
Plant
and
Equipment
for
the
year
2022
amounted
to
euro
12,010
thousand
(2021:
euro
10,056
th.).
Total
depreciation/amortization
of
property,
plant
and
equipment
and
intangible
assets
of
amount
euro
14,193
th.
(2021:
euro
12,082
th.)
which
are
registered
in
distribution
expenses
by
euro
11,734
th.
(2021:
euro
9,848
th.)
and
in
administrative
expenses
by
euro
2,459
th.
(2021: euro 2,234 th.).
On
31/12/2022,
the
Group
examined
the
value
of
property,
plant
and
equipment
of
its
stores
(Cash
Generating Units) and an impairment test was implemented and no impairment loss occurred.
Net
book
value
of
property,
plant
and
equipment
regarding
IKEA
and
INTERSPORT
stores
amounts
to
euro 57,023 thousand (2021 amount of euro 55,233 thousand).
For the Company property, plant and equipment for the years 2022 and 2021 are the following:
8.
Right of use assets
Right of use assets of the Group for the years 2022 and 2021 are analysed as follows:
Buildings and
installations
Assets under
construction
Net book value at 31.12.2021
Depreciation/ amortization
Acquisition cost at 31.12.2022
Accumulated depreciation at
31.12.2022
Net book value at 31.12.2022
Buildings and
installations
Assets under
construction
Net book value at 31.12.2020
Depreciation/ amortization
Acquisition cost at 31.12.2021
Accumulated depreciation at
31.12.2021
Net book value at 31.12.2021
Annual Financial Report for the period
1/1/2022 to 31/12/2022
238
Additions
of
right
to
use
assets
of
the
period
relate
to
changes
in
existing
contracts
due
to
an
increase
in
the
price
and
duration
of
the
lease
in
the
stores
for
retail
stores
of
the
home
furniture
amounting
to
euro 23 million and for the sporting goods segment of euro 17 million.
In
sporting
goods
segment,
on
12/4/2022
one
(1)
new
INTERSPORT
Store
in
Korinthos
and
on
19/12/2022 one (1) new INTERSPORT Store in Drama started operating.
On
31/12/2022,
the
Group
examined
the
value
of
right
to
use
assets
of
its
stores
(Cash
Generating
Units) and an impairment test was implemented
. No impairment loss occurred.
Right of use assets of the Company for the years 2022 and 2021 are analysed as follows
Leasing
Machinery
/Installations
Net book value at 31.12.2021
Other changes in acquisition cost
Classification of assets held for sale
Depreciation/ amortization
Other changes in depreciation
Classification of assets held for sale
Αποσβεσμένα
Acquisition cost at 31.12.2022
Accumulated depreciation at
31.12.2022
Net book value at 31.12.2022
Leasing
Machinery
/Installations
Net book value at 31.12.2020
Other changes in acquisition cost
Depreciation/ amortization
Other changes in depreciation
Acquisition cost at 31.12.2021
Accumulated depreciation at
31.12.2021
Net book value at 31.12.2021
Annual Financial Report for the period
1/1/2022 to 31/12/2022
239
9.
Assets held for sale
The
Group
continues
to
exploit
new
investing
opportunities
regarding
the
establishment
of
a
company
“TRADE
ESTATES
REAL
ESTATE
INVESTMENT
COMPANY
SA
(REIC)”,
for
its
operation
as
a)
a
Real
Estate
Investment
Company
according
to
the
provisions
of
L.
2778/1999
and
b)
an
internally
managed
Alternative
Investments
Fund
Manager
(“AIFM”)
according
to
the
provisions
of
L.
4209/2013.
Under
the
same
context,
the
actions
of
the
Group
for
the
establishment
of
companies
operating
in
real
estate
management
in
Cyprus
and
Bulgaria
(TRADE
ESTATES
CYPRUS
LTD,
H.M.
ESTATES
CYPRUS
LTD,
TRADE
ESTATES
BULGARIA
EAD)
and
for
the
strategic
plan
of
TRADE
ESTATES
R.E.I.C.
which
includes
an
increase
in
the
share
capital
of
TRADE
ESTATES
REIC
through
the
Athens
Stock
Exchange
as
well
as
private
placements
prior
to
the
listing
on
the
Athens
Stock
Exchange,
with
the
final
result
that
the
Group's shareholding drops to 50%.
Therefore,
on
31/12/2019
the
Group
classified
its
assets
related
to
TRADE
ESTATES
R.E.I.C.
of
amount
euro
176.1
mil.
as
held
for
sale
because
on
this
date
all
criteria
are
met
regarding
their
classification
based
on
IFRS
5.
Before
classification
time,
as
defined
by
provisions
of
IAS
36,
an
impairment
test
was
made
at
these
specific
assets
before
their
classification
as
assets
held
for
sale
and
no
impairment
loss
Net book value at
31.12.2021
Other changes in acquisition
cost
Depreciation/ amortization
Acquisition cost at
31.12.2022
Accumulated depreciation
at 31.12.2022
Net book value at
31.12.2022
Net book value at
31.12.2020
Depreciation/ amortization
Acquisition cost at
31.12.2021
Accumulated depreciation
at 31.12.2021
Net book value at
31.12.2021
Annual Financial Report for the period
1/1/2022 to 31/12/2022
240
arisen.
At
the
date
of
their
classification
as
held
for
sale
and
in
accordance
with
the
requirements
of
IFRS
5,
depreciation
on
the
specific
assets
was
stopped.
If
they
were
not
classified
as
held
for
sale,
the
net
depreciation
of
these
assets
would
be
approximately
euro
3.4
million
for
the
year
2022
and
euro
3.4
million respectively for the year 2021, which will decrease net profits of the corresponding periods.
The
assets
that
have
been
classified
for
sale
constitute
a
single
cash
generating
unit
(CGU)
since
all
of
them
were
contributed
on
12/7/2021
to
TRADE
ESTATES
R.E.I.C.
and
the
approval
received
to
TRADE
ESTATES
REIC
from
the
Hellenic
Capital
Market
Commission
for
operating
license
was
implemented.
These
assets
were
measured
at
the
lowest
value
between
book
value
and
fair
value
minus
the
sale
expenses occurred.
Assets held for sale include:
• IKEA Store in Thessaloniki (mostly Group owner-occupied),
• IKEA Store in Ioannina (mostly Group owner-occupied),
• IKEA Store in Nicosia, Cyprus (Group owner-occupied),
• IKEA Store in Sofia, Bulgaria (Group owner-occupied),
• Real Estate company RENTIS owner of the shopping center in Piraeus Street, Athens,
• Logistics center in Schimatari (Group owner-occupied),
• Logistics center in Inofyta (Group owner-occupied),
• Property in the subsidiary BERSENCO SA in Piraeus Street in Athens,
• Property in the subsidiary VOLYRENCO SA in Chalandri..
• Investment in the Real Estate company MANTENKO SA owner of a property in Heraklion, Creta
• Investment in the Real Estate company POLIKENCO SA owner of a property in Patras,
• Investment in the Real Estate company SEVAS TEN SA owner of a property in Spata,
• Property of the retail park in Thessaloniki of 100% of the share capital of the subsidiary company
KTIMATODOMI SA.
The cost of participation amounted to 37,254 eur thousand and the company's net
assets were 36,989 thousand euros, while the difference of 265 thousand euros increased the value of
its property.
•
Investment
of
50%
of
the
share
capital
of
the
real
estate
management
company
RETS
CONSTRUCTIONS
SA
with
a
property
in
Elefsina.
The
cost
of
participation
amounted
to
euro
2,055
thousand
while
the
revaluation
of
2022
increased
the
value
of
the
investment
by
the
amount
of
euro
962 thousand.
The Group's investments in real estate are measured at fair value and are classified at level 3.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
241
The
measurement
of
fair
value
of
investment
property
at
the
contribution
date
as
well
as
at
31/12/2022
was
carried
out
in
February
2023
by
valuation
experts,
namely
the
company
"SAVILLS
HELLAS
LTD"
in
accordance with the provisions of Law 2778/1999.
According
to
certified
real
estate
valuation
experts
of
"SAVILLS
HELLAS
LTD",
at
the
date
of
the
assessment there was sufficient volume of transactions and benchmarks to base their estimates.
The
data
used
and
analyzed
in
the
valuation
assessment
(leases/sale
prices,
yields)
come
from
various
sources
and
recent
data
of
the
Greek
real
estate
market
and
from
the
general
financial
information
and
are
based
on
the
current
conditions
adjusted
to
reflect
the
general
economic
trends
and
the
characteristics of the specific property on the date of the assessment.
However,
they
point
out
that
while
the
volatile
economic
environment
due
to
geopolitical
risks
arising
from
the
war
in
Ukraine
combined
with
problems
facing
the
supply
chain
which
have
led
to
revaluation
of
the
cost
of
goods,
energy
and
services,
affects
globally
the
markets
to
some
extent
and
creates
inflationary
pressures,
they
note
that,
at
the
assessment
date,
the
real
estate
markets
are
mostly
operating
normally
showing
satisfactory
activity,
with
several
transactions
taking
place
which
lead
to
a
sufficient
volume
of
comparative
data
and
therefore
help
to
support
their
decisions
regarding
the
formation
of
opinions
on
the
value
of
real
estate.
The
country's
public
debt
is
improving
but
still
remain
higher
than
other
European
economies.
Greek
banks
have
resolved
important
issues
related
to
non-
performing
loans
(NPLs)
which
until
now
created
significant
management
and
potential
risk
issues.
Recognizing
the
potential
for
market
conditions
to
move
rapidly
in
response
to
changes
due
to
geopolitical
risks
arising
from
the
conflict
in
Ukraine
along
with
supply
disruptions,
the
energy
crisis
and
inflationary
pressures,
as
well
as
possible
threats
of
a
new
wave
of
Covid-19,
the
importance
of
the
valuation date is highlighted.
The
assessment
resulted
in
a
net
profit
from
the
readjustment
of
real
estate
investments
to
fair
value
in the amount of euro 8,453 thousand for the Group.
On
31/12/2022
the
criteria
for
the
classification
of
assets
held
for
sale
under
IFRS
5
continue
to
be
met,
given that:
• net book value will be recovered primarily from the sale and not from their continued use,
• assets are available for immediate sale in their current condition,
•
there
is
Management’s
commitment
and
a
program
in
progress
that
includes
a
share
capital
increase
through
the
Athens
Stock
Exchange
as
well
as
a
private
placement
prior
to
the
listing
on
the
Athens
Stock
Exchange,
with
the
final
result
that
the
Group's
shareholding
drops
to
50%.
More
specifically,
regarding
the
private
placement,
on
20/7/2022,
the
Company
FOURLIS
HOLDINGS
SA
announced
signed
an
agreement
for
the
sale
of
shares
of
8.11%
of
TRADE
ESTATES
REIC
to
AUTOHELLAS
ATEC.
At
the
same
time,
AUTOHELLAS
ATEC
acquired
the
right
to
participate
in
an
increase
in
the
share
capital
of
TRADE
ESTATES
REIC,
with
a
contribution
in
kind.
Until
31/12/2022
AUTOHELLAS
SA
had
not
exercised
Annual Financial Report for the period
1/1/2022 to 31/12/2022
242
its
right.
After
the
completion
of
the
aforementioned
actions,
if
AUTOHELLAS
ATEC
exercises
its
rights,
will
own
approximately
12%
of
the
share
capital
of
TRADE
ESTATES
REIC,
while
the
rest
will
belong
to
Fourlis
Group
through
the
company
and
its
subsidiaries.
Management
monitors
and
will
continue
to
monitor the correct classification of the specific assets as held for sale in each reporting period.
Moreover
,
on
31/12/2022
the
Group
classified
assets
related
to
the
subsidiaries
INTERSPORT
ATLETIK
(INTERSPORT
and
TAF
stores
in
Turkey)
and
Sneakers
Market
S.A.
(TAF
stores
in
Greece)
which
worth
703
thousand
and
3,755
thousand
euros
respectively
in
the
category
held
for
sale
because
on
this
date
all
criteria
are
met
regarding
their
classification
based
on
IFRS
5.
Before
classification
time,
as
defined
by
provisions
of
IAS
36,
an
impairment
test
was
made
at
these
specific
assets
before
their
classification
as
assets
held
for
sale
and
no
impairment
loss
arisen.
At
the
date
of
their
classification
as
held
for
sale
and in accordance with the requirements of IFRS 5, depreciation on the specific assets was stopped.
The
Group
announced
on
26/1/2023
the
agreement
to
sell
the
"Intersport"
activity
in
Turkey.
The
agreement
provides
for
the
sale
of
all
the
shares
of
the
subsidiary
company
Intersport
Atletik
Mağazacılık
ve
Dış
Ticaret
Anonim
Şirketi,
licensor
of
the
brand
"Intersport"
and
"The
Athlete's
Foot"
in
Turkey,
which
operates
a
network
of
12
stores.
The
buyer
is
the
Eren
Perakende
ve
Tekstil
Anonim
Şirketi
Group.
The
transaction
price
was
set
at
approximately
euro
1.5
million,
whereas
as
provided
in
the
purchase
and
sale
agreement
(SPA),
the
final
price
will
be
determined
according
to
the
audited
financial
statements
of
the
year
2022..
At
the
signing
of
the
contract
for
the
sale
and
purchase
of
the
shares,
83%
of
the
price
was
paid,
i.e.
approximately
euro
1.25
million,
while
the
rest
will
be
paid
in
2
years
from
the
signing
of
the
contract.
The
expenses
of
the
transaction
amount
to
euro
166
thousand.
The
sales
of
the
activity
in
Turkey
in
2022
amounted
to
euro
12.8
million,
and
the
Profits
before
Taxes
(PBT)
amounted
to
euro
453
thousand.
The
gain
from
the
sale
of
Atletik
in
2023
amounts
approximately
to
euro
0,5
million.
It
is
also
,
mentioned
that
accumulated
losses
that
occurred
during
the
time
that
the
Group
held
the
investment,
amounting
to
approximately
euro
4.5
million,
are
already
reflected
in
the
equity of the subsidiary.
On
30/12/2022
the
Group
announced
the
sale
agreement
of
the
retail
trading
"The
Athlete's
Foot
(TAF)"
in
Greece.
The
agreement
provides
for
the
sale
of
total
shares
of
the
subsidiary
company
Sneakers
Market
SA,
which
has
the
right
to
use
the
trademark
"The
Athlete's
Foot"
and
operates
a
network
of
14
stores
in
Greece.
The
acquiring
company
is
TAF
Global
Holding
AG,
a
subsidiary
of
Arklyz
Group
AG,
which
has
acquired
the
rights
to
the
trademark
"The
Athlete's
Foot"
worldwide.
The
price
of
the
transaction
amounts
to
euro
4.1
million,
which
was
finalized
with
the
closing
of
the
transaction
at
the
end of February 2023.
In
particular,
the
subsidiary
company
Sneakers
Market
S.A.
came
from
the
Partial
Split
by
the
absorption
of
the
segment
"trade
of
sports
goods,
designed
both
for
daily
use
and
exercise,
which
appears
today
under
the
brand
name
TAF-THE
ATHLETE'S
FOOT"
of
company
"INTERSPORT
ATHLETICS
SA
in
accordance
with
the
provisions
of
paragraph
2
of
article
56,
the
provisions
of
articles
58-73
and
articles
83-87
of
Law
4601/2019,
the
provisions
of
Law
4548/
2018,
Article
54
of
Law
4172/2013
and
Article
61
Annual Financial Report for the period
1/1/2022 to 31/12/2022
243
of
Law
4438/2016
as
applicable.
The
aforementioned
partial
split
was
completed
with
its
registration
in
the General Commercial Register (GCR) on 5/7/2022 with Registration Code Number 2903747.
As
a
consequence
of
the
split,
the
share
capital
of
Sneakers
Market
SA
increased
by
the
amount
of
five
million
five
hundred
seventy
thousand
seven
hundred
euros
(euro
5,570,700).
The
increase
in
the
share
capital
was
carried
out
by
issuing
five
million
five
hundred
seventy
thousand
seven
hundred
(5,570,700)
shares,
with
a
nominal
value
of
one
euro
(euro
1.00)
per
share,
which
were
taken
over
in
total
by
the
sole shareholder of the splitted, the company " FOURLIS HOLDINGS SA".
Assets
and
liabilities
which
are
included
in
category
held
for
sale
on
31/12/2022
and
31/12/2021
respectively are as follows:
OTHER NON-CURRENT
LIABILITIES
TOTAL NON-CURRENT
LIABILITIES
Annual Financial Report for the period
1/1/2022 to 31/12/2022
244
SHORT TERM LOANS FOR
WORKING CAPITAL
CURRENT PORTION OF
NON-CURRENT LOANS AND
BORROWINGS
SHORT TERM PORTION OF
LONG TERM LEASE
LIABILITIES
ACCOUNTS PAYABLE AND
OTHER CURRENT
LIABILITIES
TOTAL CURRENT
LIABILITIES
Regarding
the
Company’s
assets
and
liabilities
which
are
included
in
category
held
for
sale
on
31/12/2022 (31/12/2021:0) are as follows:
•
The
direct
investment
in
the
trade
of
sports
goods
company,
designed
both
for
daily
use
and
exercise,
which
appears
today
under
the
brand
name
TAF-THE
ATHLETE'S
FOOT
Sneakers
Market
SA with a percentage of 100% on the amount of euro 25 thousand.
•
The
direct
investment
in
the
company
TRADE
ESTATES
REIC
with
a
percentage
of
15.32%
on
the
amount of euro 32,000 thousand.
Changes in the value of assets held for sale within the period 1/1 - 31/12/2022 include:
a)
Investment in property of the company KTIMATODOMI SA amounting to euro 56.2 million,
b)
Investment in property of the company VOLYRENCO SA amounting to euro 8.8 million,
c)
additions
and
goodwill
of
the
asset
of
the
subsidiary
company
Bersenco
SA
amounting
to
euro
10.5
million,
d)
the
undervalue
of
the
asset
of
the
subsidiary
company
RENTIS
REAL
ESTATE
INVESTMENTS
SA
amounting to euro 1.4 million
e)
Investment
of
50%
in
the
real
estate
management
company
RETS
CONSTRUCTIONS
SA
with
an
asset in Elefsina amounting to euro 3.0 million,
f)
Participation
on
increases
of
share
capital
of
the
affiliate
companies
POLIKENCO
SA,
MANTENKO
SA
and SEVAS SA amounting to euro 0.5 million, 0.2 million and 0.5 respectively.
g)
The
reduction
of
the
advance
payment
for
the
acquisition
of
KTIMATODOMI
SA
amounting
to
euro
3.6 million.
h)
The
increase
in
the
long-term
receivable
regarding
a
loan
granted
by
TRADE
ESTATES
REIC
to
its
affiliate
RETS
CONSTRUCTION
SA.
More
specifically,
on
13/5/2022
the
company
RETS
CONSTRACTION
SA
issued
a
program
of
a
Common
Bond
Loan
Coverage
Agreement
of
up
to
the
amount
of
Euro
10,283,000
for
the
issue
of
up
to
10,283,000
common
nominal
bonds,
with
a
Annual Financial Report for the period
1/1/2022 to 31/12/2022
245
nominal
value
of
one
euro
(1.00)
per
bond
,
covered
by
the
Company
TRADE
ESTATES
REIC
as
the
initial
bond
holder.
The
above
bond
loan
has
a
duration
of
seven
(7)
years
from
the
date
of
issuance
of the first bond, i.e. from 13/5/2022.
The
nominal
value
of
the
bonds
will
be
repaid
in
series
according
to
the
repayment
schedule.
It
is
pointed
out
that
no
collateral
and/or
guarantees
have
been
provided
to
secure
the
bond
loan.
The
amount of the loan paid by TRADE ESTATES REIC on 31/12/2022 amounts to euro 2.3 million
i)
the
increase
in
the
long-term
receivables
regarding
the
recognition
of
the
valuation
of
the
subsidiary
company
TRADE
ESTATES
REIC
forward
interest
rate
swap
with
a
nominal
value
of
euro
75
million
(forward
interest
rate
swap
with
cap)
on
the
basis
of
which
it
will
pay
a
fixed
interest
rate
of
0.88%
and
receive
a
variable
interest
rate
3-month
Euribor
and
0.50%
(interest
rate
cap).
Hedged
cash
flows
are
the
3-monthly
interest
payments
on
a
bond
issue
that
will
begin
to
be
hedged
for
interest
rate
risk
after
28/2/2023,
with
the
first
interest
payment
(which
will
be
part
of
the
hedge)
occurring
on
31/3/2023
and
the
last
one
on
31/3/2028.
The
transaction
took
place
on
24/2/2022
with
a
zero
price.
The
hedging
relationship
(using
a
future
cash
flow
derivative)
was
assessed
as
sufficiently
effective
(using
for
the
purpose
of
measuring
hedge
ineffectiveness
a
derivative
with
terms
related
to
the
critical
terms
of
the
hedged
item
-
this
is
usually
referred
to
as
a
"hypothetical
derivative").
The
hedge
ratio
was
1:1.
The
Company
will
reassess
the
hedge
ratio
at
the
end
of
each
reporting
period as part of the hedge effectiveness review.
The
valuation
of
the
interest
rate
swap
contract
(forward
interest
rate
swap
with
cap)
amounted
to
an
amount
of
euro
7
million
on
31/12/2022.
The
non-current
financial
items
include
an
amount
of
euro
5
million
and
the
current
amount
of
euro
2
million.
The
cash
flow
compensation
reserve
amounted
to
6.8
million.
It
was
recorded
in
equity
in
the
Reserves
column
and
will
be
transferred
to
the
results
in
proportion
to
future
interest
payments,
while
an
amount
0.2
million
was
recorded
in
the
results
of
the
year
in
the
account
of
financial
income.
The
financial
assets
also
include
a
loss
of
euro
0.5
million
from
the
initial
recognition
(day
1
loss)
of
the
above
interest
rate
swap
contract
which
will
be
transferred
to
the
results
in
proportion
to
the
future
interest
payments.
The
valuation
techniques
applied
to
measure
the
fair
value
of
this
derivative
employ
the
use
of
observable
market
inputs
and
include
exchange
models
that
use
present
value
calculations.
The
interest
rate
swap
is
classified
in
Level
2
of
the
fair
value
measurement
hierarchy.
There
were
no
transfers
between
Tiers
1, 2 or 3 within 2022.
j)
The
increase
in
the
long-term
receivables
regarding
costs
of
the
issuance
of
a
bond
loan
of
the
subsidiary TRADE ESTATES REIC in the amount of euro 1.2 million.
k)
The addition of the following loans of the subsidiaries TRADE ESTATES REIC, as follows:
Annual Financial Report for the period
1/1/2022 to 31/12/2022
246
Amount
in
thousand
of
euro
TRADE
ESTATES
BULGARIA ΕAD
5
years
from
the
date
of
issue
(euro
2,700
thousand
payable
next year)
The
subsidiary
company
TRADE
ESTATES
REIC
has
issued
a
bond
loan
of
euro
150,000
thousand
with
a
twelve-year
duration.
The
purpose
of
the
above
loan
is
to
repay
the
balance
of
the
company's
existing
issue
and
to
finance
its
investment
plans.
The
loan
contains
restrictive
conditions
and
no
disbursement
has been made on 31/12/2022.
The
repayment
period
of
non
-
current
loans
varies
between
1
to
7
years
and
the
average
weighted
interest
rate
of
the
Group’s
non
-
current
loans
was
2.92%
during
the
period
1/1
–
31/12/2022
(12/7
–
31/12/2021:
2.38%).
Some
of
the
loans
contain
restrictive
covenants.
On
31/12/2022
the
subsidiaries
was in compliance with the terms of its loans.
l)
The
reduction
of
the
non-current
liability
to
pay
the
price
for
the
direct
participation
in
the
company
BERSENCO
SA
in
the
amount
of
euro
1
million
and
the
reduction
of
the
short-term
liability
related
to its property, amounting to euro 2.5 million
Associated
companies
MANTENKO
SA,
POLIKENCO
SA
,
SEVAS
TEN
SA
and
RETS
CONSTRUCTIONS
SA
are
included
in
the
consolidated
financial
statements
of
the
Group
through
the
application
of
equity
method,
the
amount
of
which
in
“assets
held
for
sale”
of
the
Group
on
31/12/2022
was
euro
11,143
th.
(2021: euro 6,896 th.).
Amount
in
thousand
of
euro
2 years from the date of issue
7,5
years
from
the
date
of
issue
(euro
2,033
thousand
payable
next year)
Annual Financial Report for the period
1/1/2022 to 31/12/2022
247
The financial information of MANTENKO SA is as follows:
The financial information of POLIKENCO SA is as follows:
The financial information of SEVAS TEN SA is as follows:
The financial information of RETS CONSTRUCTIONS SA is as follows:
.
In
the
cash
flow
statement,
the
amount
in
addition
of
assets,
concerns
the
acquisition
of
subsidiary
KTIMATODOMI
SA
in
the
amount
of
euro
33.8
million
reduced
by
the
amount
of
cash and
cash
equivalents
of
the
subsidiary
at
the
time
of
the
acquisition
of the
amount
of
euro
2.6
million,
the
acquisition
of
related
company
RETS CONSTRUCTIONS
SA amounting
to euro
2
million,
additions
to
the
property
of
the
subsidiary
BERSENCO
SA
amounting
to
euro
5.8
million,
the
acquisition
of
the
subsidiary
VOLYRENCO
SA
amounting
to
euro
6.4
million,
the
participation
in
share
capital
increases
in
the
related
companies
MANTENKO
SA,
POLIKENCO
SA
and
SEVAS
TEN
SA
amounting
to
euro 1
million,
advances
for
the
acquisition
of
investment
properties
of
the
subsidiary
TRADE
ESTATES
REIC
amounting
to
Euro
0.3
million,
the
amount
of
cash
and
cash
equivalents
of
the
subsidiary
Sneakers
Market
SA
upon
its
Annual Financial Report for the period
1/1/2022 to 31/12/2022
248
classification
as
a
held
for
sale
asset amounting
to
euro
1.9
million
and
the
amount
of
cash
and
cash
equivalents
of
the
subsidiary
INTERSPORT
ATLETIK
upon
its
classification
as
a
held
for
sale
asset amounting to euro 0.4 million.
10.
Intangible assets
Intangible assets are analyzed as follows:
Royalties
include
the
use
of
brand
names
(IKEA).
Other
changes
in
acquisition
cost
as
well
as
other
depreciation
changes
regard
foreign
exchange
differences.
Additions
in
intangible
assets
are related to software licenses.
Depreciation of intangible assets of the Group for the year 2022, amounted to euro 2,183
thousand (2021: euro 1,942 thousand).
On
31/12/2022,
the
Group
examined
the
value
of
intangible
assets
of
its
stores
(Cash
Generating
Units),
an impairment test was implemented and no impairment loss occurred.
Net book value at 31.12.2021
Other changes in acquisition cost
Classification of assets held for sale Αξία
κτήσης
Depreciation/ amortization
Other changes in depreciation
Classification of assets held for sale
Αποσβεσμένα
Acquisition cost at 31.12.2022
Accumulated depreciation at
31.12.2022
Net book value at 31.12.2022
Net book value at 31.12.2020
Other changes in acquisition cost
Depreciation/ amortization
Other changes in depreciation
Acquisition cost at 31.12.2021
Accumulated depreciation at
31.12.2021
Net book value at 31.12.2021
Annual Financial Report for the period
1/1/2022 to 31/12/2022
249
Intangible assets for the Company for the year 2022 are as follows:
11.
Investments in subsidiaries and associates
Investments of the Company are analyzed as follows:
On
31/12/2022,
an
impairment
test
was
carried
out
on
the
subsidiaries
taking
for
granted
the
subsidiaries had operating profits and no impairment loss occurred.
Associated
companies
VYNER
LTD
and
SW
SOFIA
MALL
ENTERPRISES
LTD
are
included
in
the
Net book value at 31.12.2021
Depreciation/ amortization
Acquisition cost at 31.12.2022
Accumulated depreciation at 31.12.2022
Net book value at 31.12.2022
Net book value at31.12.2020
Depreciation/ amortization
Acquisition cost at
31.12.2021
Accumulated depreciation at
31.12.2021
Net book value at 31.12.2021
Annual Financial Report for the period
1/1/2022 to 31/12/2022
250
consolidated
financial
statements
of
the
Group
through
the
application
of
equity
method,
the
amount
of
which
in
“investment
in
subsidiaries
and
associates”
of
the
Group
on
31/12/2022
was
euro
28,351
th.
(2021:
euro
27,200
th.).
After
applying
the
equity
method,
a
profit
of
an
amount
of
euro
1,151
thousand
(2021:
loss
amounting
to
euro
285
thousand)
)
with
a
corresponding
reduction
in
the
value
of
the
Investment in Subsidiaries and Associates.
The consolidated financial information of VYNER LTD is as follows:
The consolidated financial information of SW SOFIA MALL ENTERPRISES LTD is as follows:
In
relation
to
the
associated
company
SW
SOFIA
MALL
ENTERPRISES
LTD,
we
note
that
regarding
IAS
28,
if
the
investor’s
share
in
an
associate’s
losses
equals
or
exceeds
the
book
value
of
the
investment,
the
investor
no
longer
recognizes
his
share
in
further
losses.
The
proportion
in
equity
of
the
company,
at
the
end
of
the
current
year
amounts
to
euro
1,151
thousand
and
of
the
previous
year
amount
of
euro
285 thousand.
12.
Long Term Receivables
Long Term Receivables are analysed as follows
:
Guarantees given to Property Lease Holders
Guarantees given to third party
Annual Financial Report for the period
1/1/2022 to 31/12/2022
251
Guarantees
for
property
lease
are
directly
related
to
the
operation
of
the
Group’s
companies
as
they
relate to
trading property. Also, guarantees have been given for public services and organizations.
13.
Inventory
Inventory is analyzed as follows:
From
the
total
inventory
amounting
to
euro
91,803
thousand
in
2022,
the
inventory
in
the
retail
trading
of
home
furniture
and
households
goods
segment
is
of
amount
euro
41,103
thousand
and
in
the
retail
trading
of
sporting
goods
segment
is
of
amount
euro
50,381
thousand.
The
inventory
cost
of
the
Group
which
was
recorded
as
an
expense
under
cost
of
goods
sold
amounts
to
euro
275,597
thousand
(2021:
euro
246,891
thousand).
The
inventory
value
that
was
written
off
within
the
financial
year
was
euro
2,243
thousand
(2021:
euro
1,670
thousand).
Within
the
current
period
impairment
provisions
of
amount
euro
527
thousand
(2021:
euro
1,027
thousand)
were
made
for
unmoved,
slow
moving
and
obsolete
inventory
that
will
be
written
off
within
the
next
year.
The
total
provision
for
inventory
on
31/12/2022 for the Group amounts to euro 4,169 th. (31/12/2021: euro 3,660 th.).
14.
Trade receivables
Trade receivables are analyzed as follows:
The
above
balance
is
formed
by
numerous
customers
and
there
is
not
a
single
customer
with
a
significant
balance in the Group.
As at December 31, 2022 and 2021 the ageing of trade receivables is analyzed as follows:
Advances for purchases of merchandise
Not due trade
receivables
Overdue trade
receivables
Annual Financial Report for the period
1/1/2022 to 31/12/2022
252
Not
due
receivables
not
impaired
include
amounts
resulting
from
goods
sale
and
other
receivables
of
amount
euro
2,960
th.
(2021:
euro
1,424
th.),
leasing
and
occupancy
invoicing
euro
704
th.
(2021:
euro
70
th.),
from
e-shop
sales
euro
1
th.
(2021:
euro
273
th.),
electricity
invoicing
to
Renewable
Energy
Sources
and
Guarantees
of
Origin
(DAPEEP
SA)
euro
512
th.
(2021:
euro
12
th.),
from
provision
of
administrative services to associated company euro 130 th. (2021: euro 91 th.).
For
the
Company,
total
receivables
which
amount
to
euro
472
th.
(2021:
694
th.)
is
not
due
and
is
related to shared business services.
15.
Other receivables
Other receivables are analyzed as follows:
On
31/12/2022,
other
debtors
include
mainly
the
amount
of
euro
559
th.
for
credit
cards
discounting
program
of
a
subsidiary
through
factoring
(2021:
euro
204
th.),
euro
1,271
th.
for
municipal
taxes
receivables
(2021:
euro
1,059
th.),
euro
8
th.
for
pledged
deposit
accounts
(2021:
euro
8
th.)
and
euro
578 th. for purchases in transit (2021: euro 250 th.).
For
the
Company
for
the
year
2022,
other
debtors
include
receivables
from
subsidiary
regarding
dividend
of amount euro 6,000 th. (2021: 3,200 th.).
The difference in VAT receivable is due to Group’s subsidiary investment program VAT.
16.
Cash
Cash
represents
the
Group’s
and
the
Company’s
cash
in
hand
as
well
as
bank
deposits
available
on
demand and is analyzed as follows:
The
decrease
in
cash
is
due
to
the
investment
program.
The
temporary
unallocated
amounts
of
the
Group’s
companies
are
invested
in
short-term
deposits
in
euro.
The
average
weighted
deposit
interest
Annual Financial Report for the period
1/1/2022 to 31/12/2022
253
rate for the year 2022 is 0.10% (2021: 0.01%).
17.
Share Capital
On
31/12/2022
the
share
capital
amounted
to
euro
52,131,944.00
divided
into
52,131,944
shares
of
nominal
value
euro
1.00
per
share
(Note
1).
On
31/12/2021
the
share
capital
amounted
to
euro
52,131,944.00 divided into 52,131,944 shares of nominal value euro 1.00 per share.
Evolution and coverage of share capital of the Company for the year 2022 are analyzed as follows:
18.
Reserves
The reserves are analyzed as follows:
Statutory
Reserves:
In
accordance
with
the
provisions
of
Greek
company
law,
the
creation
of
a
statutory
Foreign exchange diff. from Statement of
Financial Position transl. reserves
Extraordinary /Taxfree Reserves
Annual Financial Report for the period
1/1/2022 to 31/12/2022
254
reserve,
through
the
transfer
of
the
5%
of
the
annual
after
tax
profits,
is
mandatory
up
until
the
reserve
reaches
1/3
of
the
share
capital.
The
statutory
reserve
is
only
distributable
upon
dissolution
of
the
Company, it may however be used to set - off accumulated losses.
Extraordinary
/
Tax-free
Reserves:
The
Group
has
Extraordinary/Tax-free
Reserves
of
amount
euro
16,367
thousand
(2021:
euro
16,306
thousand),
which
was
mainly
derived
from
disposal
of
shares
listed
in
Athe
ns
Stock
Exchange,
dividends,
interests
and
income
from
bad
debt
provision
of
L.
3296/04.
In
case
of
distribution
or
capitalisation,
the
reserves
will
be
taxed
with
the
official
tax
rate
declared
by
article 71B of L.4172/2013 (Note 26).
Foreign
Exchange
Differences
from
subsidiaries
accounts
conversion:
This
reserve
is
comprised
from
the
foreign
exchange
differences
arising
from
the
retranslation
of
the
financial
statements
of
Subsidiaries
which have a different functional currency from the parent company.
Cash
Flow
Hedging
reserve:
The
hedging
reserve
comprises
of
the
effective
portion
of
the
cumulative
net change in the fair value of cash flow hedging instruments (IRS) (Note 22).
SOP
Reserves:
This
reserve
is
created
with
the
General
Assembly
approval
of
the
SOP
for
employees
of
the
Company
and
Group.
After
the
exercise
of
the
options
or
waive
of
beneficiaries,
the
remaining
amount of the reserve can be transferred to Retained Earnings.
Revaluation
Reserves:
This
reserve
is
created
from
revaluation
on
land
and
buildings.
According
to
Greek
Law, revaluation reserves cannot be distributed to shareholders.
Share Buy Back:
For Share Buy Back see
see Note 28.
19.
Dividends
The
Shareholders
Ordinary
General
Assembly
held
on
17/6/2022
propose
a
dividend
distribution
of
eleven
euro
cents
(euro
0.11)
per
share,
without
calculating
any
dividend
on
the
number
of
own
shares
held
by
the
company
on
23/5/2022
(the
date
of
the
invitation
of
the
General
Assembly).
The
amount
of
the
dividend
that
will
be
finally
paid
is
the
gross
amount
of
euro
0.110199
per
share,
after
being
increased
by
the
dividend
corresponding
to
the
same
shares
acquired
between
23/5/2022
(the
date
of
the
invitation
of
the
General
Assembly)
and
30/6/2022
(dividend
cut-off
date).
The
dividend
paid
on
Wednesday
6/7/2022
and
amount
to
euro
5,582
million.
The
Company
registered
the
income
from
dividends
from
subsidiaries
amounting
to
euro
38,056
million
during
2022,
out
of
which
the
amount
of
euro
32,000
million
pertains
to
a
dividend
given
in
the
form
of
shares
of
the
subsidiary
TRADE
ESTATES
REIC
by
the
subsidiary
HOUSEMARKET
SA.
At
the
Annual
General
Assembly
of
shareholders
for
the
year
2022
scheduled
to
take
place
on
16/6/2023,
the
distribution
of
a
dividend
of
approximately
euro
0.11
per share will be proposed.
20.
Employee retirement benefits
20.1 Liabilities due to termination of service
The
obligation
of
employee
compensation
due
to
termination
of
service
(Law
2112/20,
4093/12
for
Annual Financial Report for the period
1/1/2022 to 31/12/2022
255
Greek
Companies,
Bulgarian
Labor
Law
for
Bulgarian
Companies
and
Labor
Law
1475
for
Turkish
Company)
appears
in
the
Financial
Statements
in
compliance
with
IAS
19
and
is
based
on
an
actuarial
study
elaborated
by
AON
Hewitt
on
December
31
st
,2022.
In
May
2021,
the
International
Accounting
Standards
Board
(IASB)
accepted
IAS
19
Interpretation
of
Employees'
Benefits
by
the
International
Financial
Reporting
Interpretations
Committee
(IASB)
concerning
the
Attributing
Benefit
to
Periods
of
Service.
This
interpretation
did
not
have
a
significant
impact
on
our
financial
statements
given
that
the
Group
applies
Article
8
para
of
Law
3198
/
1955.
As
a
result,
the
Group
is
obliged
to
pay
50%
of
the
legal
compensation
to
those
who
voluntarily
leave
work
after
completed
15
years
of
working
experience
(see Note 2.2).
Basic assumptions of the actuarial study for Greece are the following:
Average annual payroll increase
In
case
of
an
average
annual
payroll
increase
by
0.50%
(namely
3.50%),
the
amount
of
liabilities
due
to
termination
of
service
of
Greek
companies
would
increase
from
5.79%
to
13.88%.
In
case
of
a
discount
rate
increase
by
0.50%,
the
amount
of
liabilities
due
to
termination
of
service
of
Greek
companies would decrease from 5.25% to 11.86%.
Average annual payroll increase
In
case
of
an
average
annual
payroll
increase
by
0.50%
(namely
4.40%),
the
amount
of
liabilities
due
to
termination
of
service
of
Bulgarian
companies
would
increase
from
10.00%
to
13.88%.
In
case
of
a
discount
rate
increase
by
0.50%
(namely
4.26%),
the
amount
of
liabilities
due
to
termination
of
service
of Bulgarian companies would decrease from 8.9% to 11.83%.
Average annual payroll increase
In
case
of
an
inflation
increase
by
0.50%
(namely
56.8%),
the
amount
of
liabilities
due
to
termination
of
service
would
increase
by
9%
for
INTERSPORT
ATLETİK
MAĞAZACILIK
VE
DIŞ
TİCARET
A.Ş.
In
case
of
a
discount
rate
increase
by
0.50%
(namely
50%),
the
amount
of
liabilities
due
to
termination
of
service
would
decrease
by
8.3%
for
INTERSPORT
ATLETİK
MAĞAZACILIK
VE
DIŞ
TİCARET
A.Ş.
In
the
analysis
of
sensitivity
of
Turkey,
a
reference
is
made
to
the
inflation
rate
and
not
to
annual
payroll
increase
because
salaries
in
Turkey
have
reached
the
maximum
salary (plafond) and an increase/decrease of inflation will affect the maximum salary.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
256
The
expense
derived
from
the
compensation
to
employees
due
to
retirement,
that
was
recorded
in
the
Income Statement is analyzed as follows:
Amounts
in
Actuarial
gains/losses
regarding
employee
retirement
defined
benefits
programs
appear
in
Statement of Comprehensive Income.
20.2 Share based payments
The
Ordinary
General
Assembly
of
the
Company
of
June
16,
2017,
under
the
context
of
Stock
Option
Plan,
approved
the
disposal
of
2,566,520
stock
options
and
the
authorization
to
the
Board
of
Directors
regarding
the
settlement
of
procedures
and
details.
The
program
will
be
implemented
in
four
waves,
with
a
maturity
period
of
five
years
per
wave.
Options
should
be
exercised
within
five
years
since
their
maturity
date.
In
case
that,
after
the
grant
some
of
the
options
remain
undisposed,
those
options
will
be
cancelled.
The
underlying
price
of
each
wave
is
the
closing
stock
price
on
the
day
of
General
Assembly’s
resolution
regarding
the
approval
of
the
program.
On
20/11/2017,
19/11/2018,
19/11/2019
and 24/11/2020 the board of Directors granted 641,630 Stock Options for each series.
On
24/11/2020
the
Board
of
Directors
granted
641,630
Options,
which
constitute
the
fourth
of
the
four
series
under
concession.
The
offering
price
of
the
shares
to
which
the
granted
options
correspond
is
determined
at
the
amount
of
euros
5.5637
per
share
which
is
the
closing
price
of
the
share
(adjusted
with the reduction of the share capital that took place after the day of the General Assembly).
The options of the wave mentioned above are granted within five years as follows:
The
fair
value
of
options
has
been
calculated
based
on
the
simulation
of
the
Company’s
share
price
assuming
that
the
price
will
develop
to
the
“Binomial
Pricing”
model.
Fair
value
per
option
and
vesting
Cost reduction/settlement/termination service
Total amount allocated in Income
statement
Balance of liability at the beginning
Compensation due to retirement
Foreign exchange difference
Classification of assets held for sale
Balance of liability in the end
Annual Financial Report for the period
1/1/2022 to 31/12/2022
257
date has been defined based on model 5 Bermudan option as follows:
The variables upon which the data above were calculated are as follows:
Attrition Rate
Risk Free Rate
In
the
period
1/1-31/12/2022,
beneficiaries
resigned
from
the
exercise
of
9,133
stock
options
(2021:
5,042)
which
had
been
granted
by
the
Board
of
Directors
on
20/11/2017,
beneficiaries
of
12,164
stock
options
(2021:
8,538)
which
had
been
granted
by
the
Board
of
Directors
on
19/11/2018,
beneficiaries
of
6,976
stock
options
(2021:
10,487)
which
had
been
granted
by
the
Board
of
Directors
on
19/11/2019
as
well
as
beneficiaries
of
4,403
stock
options
(2021:
12,132)
which
had
been
granted
by
the
Board
on
24/11/2020.
The
Extraordinary
General
Assembly
of
the
Company
of
July
22,
2021,
in
the
framework
of
the
Stock
Options
Program,
approved
the
allocation
of
a
maximum
of
1,600,000
shares
of
one
share,
ie
3.07%
of
the
number
of
shares
on
the
ATHEX
and
the
authorization
to
the
Board
of
procedural
issues
and
details.
The
underline
price
of
the
above
shares
is
the
nominal
value
of
the
share
on
the
day
of
the
Program
decision
of
the
General
Meeting.
The
program
will
be
implemented
in
one
serie.
The
duration
of
the
Program
is
until
the
year
2028,
meaning
that
the
options
that
will
be
granted
to
the
beneficiaries
of
the
Program with a grant date on 22/11/2021, can be exercised from 24/11/2024 to 15/12/2028.
Attrition Rate
Risk Free Rate
In
the
period
1/1-31/12/2022
an
amount
of
euro
2,1
million
(2021:
euro
465
thousand)
was
recorded
as an expense in the consolidated results.
kk
Moreover,
the
Ordinary
General
Assembly
of
the
Company's
shareholders
held
on
30/6/2022
decided
to
establish
a
Program
for
the
free
distribution
of
common
registered
voting
shares
to
executive
members
of the Board of Directors and to Managerial and other selected Executives of the Company.
In more detail:
The
Ordinary
General
Assembly
of
the
subsidiary
Company's
shareholders
approved
a
one-time
reward
Annual Financial Report for the period
1/1/2022 to 31/12/2022
258
program
for
listing
the
Company's
shares
for
trading
on
the
organized
(regulated)
market
of
the
Athens
Stock Exchange.
This
Program
includes
executive
members
of
the
Board
of
Directors
and
Managerial
and
other
selected
Executives
of
the
Company
(hereinafter
the
"Beneficiaries"),
in
the
form
of
the
free
distribution
of
common
registered
voting
shares
to
the
Beneficiaries,
through
the
capitalization
of
the
Company's
reserves
in
accordance
with
the
provisions
of
article
114
Law
4548/2018
as
currently
in
force,
as
a
one-
time
reward
for
listing
its
shares
for
trading
on
the
organized
(regulated)
market
of
the
Athens
Stock
Exchange.
The
Board
of
Directors,
after
the
completion
of
the
listing
of
the
Company's
shares
for
trading
on
the
organized
(regulated)
market
of
the
Athens
Stock
Exchange
and
after
receiving
a
relevant
license
from
the
Capital
Market
Commission,
if
required
under
the
current
legislation,
will
make
available
new
shares
free
of
charge
to
the
Beneficiaries,
the
number
of
which
will
be
equal
to
1%
of
the
Company's
shares
as
they
will
have
been
formed
after
the
listing
of
the
Company
in
the
Athens
Stock
Exchange
and
before
the
decision
of
their
free
grant
to
the
Beneficiaries.
The
period
1/1
-
31/12/2022,
the
amount
of
euro
392
thousand
was
registered
as
an
expense
in
the
consolidated
results
and
its
calculation
was
based on assumptions of euro 2.35 per share and 1,105,732 number of shares
.
The
same
Ordinary
General
Meeting
of
the
subsidiary
Company's
shareholders
approved
a
four-year
Long-Term
Reward
Program
for
executive
members
of
the
Board
of
Directors,
Managers
and
other
selected
Executives
of
the
Company
(hereinafter
"Beneficiaries"),
in
the
form
of
granting
free
common
registered
voting
shares
to
the
Beneficiaries
for
the
achievement
of
specific
goals
and
once
the
listing
of
the
Company's
shares
for
trading
on
the
organized
(arranged)
market
of
the
Athens
Stock
Exchange
is
completed.
Because
the
number
of
shares
in
question
will
be
determined
by
the
Board
of
Directors
and
since
the
goals
of
the
Program
have
been
achieved,
it
is
currently
not
possible
to
determine
the
fair
value
of
the
rights
to
free
distribution
of
shares
and
therefore
there
was
no
impact
on
the
financial
statements of 31/12/2022.
20.3 Benefit contributions under the private insurance program
During
the
year
2022,
the
amount
of
defined
benefit
contributions
under
the
private
insurance
program
that
was
recorded
as
an
expense
by
the
parent
Company
totaled
at
euro
342
thousand
(2021:
euro
331
thousand)
while
the
respective
amount
recorded
as
an
expense
by
the
Group
amounted
to
euro
836
thousand (2021: euro 794 thousand).
21.
Financial Instruments and Risk Management Policies
21.1 Credit Risk
Exposure to Credit Risk
The
maximum
exposure
to
credit
risk
at
the
date
of
the
Statement
of
Financial
Position,
without
taking
into consideration any hedging or insurance strategies, was as follows:
Annual Financial Report for the period
1/1/2022 to 31/12/2022
259
The
maximum
exposure
to
credit
risk
on
trade
receivables
of
the
Group
without
taking
into
consideration
any
hedging
or
insurance
strategies
at
the
date
of
the
Statement
of
Financial
Position,
per
geographic
segment was as follows:
The
maximum
exposure
to
credit
risk
at
the
date
of
the
Statement
of
Financial
Position,
per
customer
type was
:
21.2 Liquidity Risk
Liquidity
risk
is
retained
at
low
levels
by
maintaining
adequate
bank
credit
lines
and
significant
cash
and
cash
equivalents
which
on
31/12/2022
amounted
to
euro
58
million
for
the
Group
vs
euro
103
million
on 31/12/2021.
The
contractual
loan
dues
including
interest
payments,
excluding
the
net
-
off
agreements,
are
as
per
paragraph
Borrowings,
while
for
Accounts
Payable
and
Other
Liabilities
have
a
contractual
maturity
of
less than 12 months.
Southeastern
Europe
Countries
Wholesale trade customers
Annual Financial Report for the period
1/1/2022 to 31/12/2022
260
The
table
above
include
bond
loans
for
the
year
2022
of
the
company
TRADE
ESTATES
REIC
amounting
to
euro
113,316
thousand
(euro
2,033
thousand
payable
in
forthcoming
period)
which
was
reclassified
(note 9)
The
table
above
includes
the
syndicated
loan
of
the
company
TRADE
ESTATES
BULGARIA
EAD
of
amount
euro
13,800
th.
with
issuing
date
5/12/2019
and
duration
5
years
since
the
issuing
date
(euro
2,700
th.
payable in forthcoming period) which was reclassified (Note 9).
21.3 Foreign Exchange Risk
Foreign exchange risk exposure
The
Group
is
exposed
to
foreign
exchange
risk
arising
from
its
transactions
in
foreign
currencies
(RON,
USD,
TRY,
SEK).
The
Group,
in
order
to
minimize
the
foreign
exchange
risk,
in
certain
cases
pre
-
purchases foreign currencies.
The
Group
has
investments
in
companies
overseas,
the
net
assets
of
which
are
exposed
to
foreign
exchange
risk.
This
type
of
foreign
exchange
risk
(translation
risk)
arises
due
to
the
operations
in
Romania
(RON),
Bulgaria
(BGN)
and
Turkey
(TRY).
The
Management
has
managed
to
reduce
foreign
exchange
risk,
given
the
strong
capital
structure
of
the
companies
and
to
decrease
borrowings
in
currencies other than the local.
More
particularly,
approximately
90%
of
GENCO
TRADE
SRL
loans,
which
is
located
in
Romania,
are
in
local
currency
(RON)
in
an
effort
to
avoid
the
exchange
difference
charges
resulting
from
RON
devaluating
vs.
the
Euro.
In
Bulgaria
the
local
currency
is
pegged
to
the
Euro
(EUR/
BGN
=
1.95583)
a
fact
which
can
not
guarantee
that
economic
problems
and
consequences
of
the
global
crisis
on
Bulgaria,
will
not
increase
the
risk
that
this
conversion
ratio
will
remain
constant.
In
Turkey,
the
financing
for
commercial activity is in local currency, while for investments is in euro.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
261
Sensitivity Analysis
A
Euro
revaluation
of
10%
at
December
31,
vs
the
below
currencies
would
increase
(decrease)
the
Net
Equity
and
the
Operating
Results
as
per
the
amounts
indicated
at
the
below
summary.
It
is
assumed
that
the
other
variables
(Interest
Rates)
would
remain
constant.
The
analysis
was
performed
in
a
similar
manner for 202
2
.
A
Euro
devaluation
of
10%
at
December
31
vs
the
aforementioned
currencies
would
have
an
equal
but
opposite
impact
in
comparison
to
the
ones
presented
above,
based
on
the
assumption
that
all
the
other
variables would remain constant.
The
exchange
rates
of
foreign
currencies
used
for
the
conduction
of
the
financial
statements
of
the
year
2022, are presented at the table below:
21.4 Interest Rate Fluctuation Exposure
Profile
(Trade creditors and other
libilities)
(Foreign currency in
thousands euros)
Annual Financial Report for the period
1/1/2022 to 31/12/2022
262
The
Group
is
subject
to
cash
flow
risks
which
in
the
case
of
possible
variable
interest
rates
fluctuation,
may
affect
positively
or
negatively
the
cash
inflows
or
outflows
related
to
the
Group’s
assets
or
liabilities.
Despite
of
the
fact
that
we
believe
that
in
an
environment
of
prolonged
global
slowdown,
the
risk
of
rising
interest
rates
remains
low,
the
group
has
entered
into
Interest
Rate
Swap
(IRS)
contracts
effectively converting part of the loans from floating to fixed interest rate for a period of 3 to 5 years.
The
profile
of
Group’s
loan
liabilities
at
the
date
of
the
Statement
of
Financial
Position
is
analysed
in
paragraph Borrowings.
Sensitivity
Analysis
of
fair
value
for
financial
instruments
with
a
variable
interest
rate
A
1%
fluctuation
of
the
Group’s
borrowing
rate
at
December
31,
would
increase
(decrease)
equally
the
Net
Equity
and
the
Operating
Results
by
euro
2,618.15
thousand
for
the
year
202
2
and
euro
2,390.34
thousand for the year 20
21
.
Sensitivity
Analysis
of
fair
value
for
financial
instruments
with
a
fixed
interest
rate
No
such
Instruments
(Assets/Liabilities)
valued
at
fair
value
through
income
statement
exist
for the Company.
21.5 Fair value of financial instruments
There
is
not
any
difference
between
the
fair
value
and
the
carrying
amounts
of
the
financial
instruments
of
assets
and
liabilities
(i.e.
trade
and
other
receivables,
cash
and
cash
equivalents,
trade
and
other
payables,
derivative
financial
instruments,
borrowings
and
finance
leases).
The
fair
value
of
a
financial
instrument
is
the
amount
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
two
market
participants
at
the
valuation
date.
The
fair
values
of
the
financial
instruments
as
of
31
December
2022
represent
management’s
best
estimate.
In
cases
that
there
is
not
available
data,
or
if
data
is
limited
in
market
activity,
the
fair
value
measurement
reflects
the
Group’s
own judgments about the assumptions according to the available information.
The three levels of the fair value hierarchy are as follows:
•
Level 1: Quoted market prices in active markets for identical assets or liabilities;
•
Level
2:
Observable
market
based
inputs
or
unobservable
inputs
that
are
corroborated
by
market
data;
•
Level 3: Assets or liabilities prices that are not corroborated by market data.
The
following
methods
and
assumptions
were
used
to
estimate
the
fair
value
of
each
class
of
financial
instruments:
Annual Financial Report for the period
1/1/2022 to 31/12/2022
263
•
Cash
and
cash
equivalents,
trade
and
other
receivables,
trade
and
other
payables
accounts:
the
carrying
amounts
approximate
their
fair
value
either
due
to
the
short
maturity
of
these
instruments
or because there is no foreign currency risk exposure.
•
Borrowings:
The
carrying
amount
approximates
their
fair
value
mainly
due
to
the
fact
that
they
bear interest at floating rates and are denominated in local currency.
•
Derivative
financial
instruments:
The
valuation
method
was
determined
by
taking
into
consideration
all
factors
in
order
to
determine
precisely
fair
value,
such
as
the
current
and
the
prospective
interest
rates trend and the duration and falls into level 2 of the fair value hierarchy.
Within
the
year,
there
were
neither
moving
between
levels
1
and
2
nor
moving
inside
and
outside
level
3
during
the
measurement
of
fair
value.
Moreover,
within
the
same
year,
there
was
no
change
in
the
purpose of any financial asset which would lead to a different classification of this asset.
21.6 Capital Management
The
primary
objective
of
the
Group’s
capital
management
is
to
ensure
and
maintain
strong
credit
ratings
and
healthy
capital
ratios
in
order
to
support
the
investment
projects
and
maximizing
the
return
of
invested capital for the shareholders.
The
Group
monitors
its
capital
management
through
the
use
of
a
gearing
ratio
-
net
debt
divided
by
equity
plus
net
debt
-
where
net
debt
includes
interest
bearing
loans
and
borrowings
minus
cash.
The
Group’s
strategic
objective
is
to
maintain
the
above
ratio
between
30%
and
45%.
On
31/12/2022
the
ratio stood at 31% (2021: 41%).
22.
Borrowings
Borrowings on 31/12/2022 and 31/12/2021 are analyzed as follows:
On 31/12/2022 the Company had non-current loan liabilities amounted euro 36 th. (2021: euro 77 th).
The
repayment
period
of
non
-
current
loans
varies
between
1
to
7
years
and
the
average
weighted
interest
rate
of
the
Group’s
non
-
current
loans
was
2.64
%
during
the
period
1/1
–
31/12/2022
(1/1
–
31/12/2021:
2.31%).
The
average
weighted
interest
rate
of
the
Group’s
total
loans
was
3.69%
during
the
period
1/1
–
31/12/2022
(1/1
–
31/12/2021:
3.61%).
Repayments
and
proceeds
of
loans
of
the
current
period
amounted
to
euro
234,378
thousand
(2021:
euro
70,981
thousand)
and
euro
236,778
thousand
(2021:
euro
88,907
thousand)
respectively.
Non
-
current
loans,
including
their
part
which
is
Current portion of non-current loans and borrowings
Short term loans for working capital
Total loans and borrowings
Annual Financial Report for the period
1/1/2022 to 31/12/2022
264
payable
within
12
months,
cover
mainly
the
Group’s
growth
needs
and
are
analyzed
in
bond,
syndicated
and other non - current loans as follows for 31/12/2022 and 31/12/2021 respectively:
5 years from the issuing
date
5 years from the issuing date
HOUSE MARKET
BULGARIA
Ε
AD
9 years from the issuing date
(€ 1,959 th. payable
forthcoming period)
8 years from the issuing
date (€ 976 th. payable
forthcoming period)
4 years from the issuing
date (€ 3,951 th. payable
forthcoming period)
5 years from the issuing
date
3 years from the issuing
date
4 years from the issuing
date (€ 3,951 th. payable
forthcoming period)
4 years from the issuing
date (€3,842 th. payable
forthcoming period)
3 years from the issuing
date (€ 4,972 th. Payable
forthcoming period)
Annual Financial Report for the period
1/1/2022 to 31/12/2022
265
5 years from the issuing
date
Η
.
Μ
. HOUSEMARKET
(CYPRUS) LTD
5.5 years from the issuing
date (€2.168 th. payable
forthcoming period)
5 years from the issuing
date (€4,450 th. payable
forthcoming period)
7.5 years from the issuing
date
5 years from the issuing date
HOUSE MARKET
BULGARIA
Ε
AD
9 years from the issuing date
(€2,000 th. payable
forthcoming period)
5 years from the issuing
date (€22,443th. payable
forthcoming period)
2 years from the issuing
date (€14,987th. payable
forthcoming period
4 years from the issuing
date (€4,134 th. payable
forthcoming period)
2 years from the issuing
date (€9,932 th. payable
forthcoming period)
5 years from the issuing
date
3 years from the issuing
date
Annual Financial Report for the period
1/1/2022 to 31/12/2022
266
4 years from the issuing
date (€6,135 th. payable
forthcoming period)
4 years from the issuing
date (€3,842 th. payable
forthcoming period)
3 years from the issuing
date
In
the
current
period,
interest
rate
swap
hedging
products
continue
to
exist,
with
the
aim
of
covering
subsidiaries against the risk of interest rate increases in the interbank market.
The terms of the compensation are as follows:
•
Seven-year
interest
rate
risk
hedging
financial
product
(IRS)
through
a
fixed/floating
interest
rate
swap
for
an
amount
of
euro
8.6
million
negative
fair
value
for
HOUSE
MARKET
BULGARIA
EAD
on
31/12/2022
an
amount
of
euro
48
thousand
(31/12/2021:
euro
51
thousand).
The
result
of
the
valuation has been entered in the statement of comprehensive income.
Non–current
loans
include
loans
with
a
guarantee
of
80%
of
their
value
from
the
Hellenic
Development Bank with the financing of the Hellenic State and the European Union:
•
Bond
loan
issued
on
16/7/2020
by
NATIONAL
BANK
for
the
subsidiary
HOUSEMARKET
SA
of
euro
14 million with maturity on 30/6/2024.
•
Bond
loan
issued
on
29/7/2020
by
EUROBANK
for
the
subsidiary
HOUSEMARKET
SA
of
euro
16
million with maturity on 31/7/2024.
•
Bond
loan
issued
on
22/9/2020
by
PIRAEUS
BANK
for
the
subsidiary
HOUSEMARKET
SA
of
euro
5
million with maturity on 24/9/2023.
•
Bond
loan
issued
on
22/9/2021
by
PIRAEUS
BANK
for
the
subsidiary
HOUSEMARKET
SA
of
euro
40
million with maturity on 30/9/2024
Current portion of non-current loans and borrowings includes:
•
Part
of
the
bond
loan
issued
on
16/7/2020
by
the
NATIONAL
BANK
corresponding
to
an
amount
of
euro
4
million
for
the
subsidiary
INTERSPORT
S.A
with
maturity
on
30/6/2024
with
a
total
amount
of euro 14 million.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
267
•
Part
of
the
bond
loan
issued
on
21/12/2022
by
the
ALPHA
BANK
corresponding
to
an
amount
of
euro
1
million
for
the
subsidiary
INTERSPORT
S.A
with
maturity
on
31/12/2029
with
a
total
amount
of euro 29 million.
•
Part
of
bond
loan
issued
by
the
subsidiary
HOUSEMARKET
SA
by
the
NATIONAL
BANK
corresponding
to
an
amount
of
euro
4
million,
with
four-year
maturity
ending
on
30/6/2024
with
a total amount of euro 14 million.
•
Part
of
bond
loan
issued
by
the
subsidiary
HOUSEMARKET
SA
by
the
EUROBANK
corresponding
to
an
amount
of
euro
4
million,
with
four-year
maturity
ending
on
31/7/2024
with
a
total
amount
of
euro 16 million.
•
The
bond
loan
issued
on
22/9/2020
by
the
PIRAEUS
BANK
for
the
subsidiary
HOUSEMARKET
S.A
of
euro 5 million.
Short
term
loans
of
the
Group
include
current
loans
and
overdraft
bank
accounts
which
are
used
for
the
Group’s
working
capital
needs.
During
the
current
period,
Interest
Rate
Swaps
or
IRSs
continue
to
exist,
in
order
to
mitigate
the
risk
of
subsidiaries
of
a
sudden
increase
in
interest
rates
in
the
interbank
market.
Some
of
Group’s
loans
include
loan
covenants.
On
31/12/2022
the
Group
was
in
compliance
with
its
loan terms or had received waiver in their measurements.
The
Group,
having
centralized
its
capital
management,
has
the
ability
to
directly
identify,
quantify,
manage
and
hedge,
if
necessary,
its
financial
risks
created
by
its
operational
activities
so
as
to
be
consistent
to
the
changes
in
the
economic
environment.
The
Group
continuously
observes
and
budgets
its
cash
flow
and
acts
appropriately
in
order
to
ensure
open
credit
lines
for
covering
current
capital
needs.
The
Group
has
adequate
open
credit
lines
with
domestic
and
foreign
financial
institutions
in
order
to
cover
the
needs
of
the
companies
in
working
capital.
On
31/12/2022,
the
open
balance
of
credit
lines
amounted to
euro 158 million (31/12/2021: euro 149 million).
23.
Leasing Liabilities
On 31/12/2022, leasing liabilities for the Group and Company are analyzed as follows:
Interest expense on lease liabilities
Annual Financial Report for the period
1/1/2022 to 31/12/2022
268
Additions
in
lease
obligations
of
the
period
concern
changes
to
existing
contracts
due
to
an
increase
in
the
price
and
duration
of
the
lease
in
the
stores
and
amounted
to
euro
21.5
million
for
the
household
equipment segment and euro 14.8 million for the sporting goods segment.
In
particular,
in
the
sporting
goods
segment,
in
the
period
1/1-31/12/2022,
a
new
INTERSPORT
Store
in Corinthos and a new store in Drama started operating.
Maturities of leasing liabilities are presented below:
24.
Other Non-Current Liabilities
Other Non-Current Liabilities are analyzed as follows:
25.
Trade and other payables
Trade and other payables are analyzed as follows:
Increase
in
trade
payables
for
the
Group
during
the
year
2022,
is
mainly
due
to
an
increase
in
inventory.
26.
Tax
Other Long term Liabilities
Annual Financial Report for the period
1/1/2022 to 31/12/2022
269
The
nominal
tax
rates
in
the
countries
that
the
Group
is
operating
vary
between
10%
and
23%
for
the
year 2022, as follows:
Income Tax Rate
(31/12/202
2
)
Income Tax Rate
(31/12/2021)
On 1/1/2022 the tax rate for incomes in Turkey was changed from 25% to 23%.
The
parent
company
and
its
subsidiaries
have
not
been
audited
by
the
tax
authorities
for
the
years
noted below:
INTERSPORT ATHLETICS A.E.E
TRADE LOGISTICS A.
Ε
.
Β
.
Ε
.
HM HOUSEMARKET (CYPRUS) LTD
HOUSE MARKET BULGARIA
Ε
AD
INTERSPORT ATHLETIC
S (CYPRUS) LTD
INTERSPORT ATLETIK MAGAZACILIK VE DIS TICARET ANONIM SIRKETI
TRADE ESTATES BULGARIA EAD
Assosiate companies have not been audited by the tax authorities for the years noted below:
SW SOFIA MALL ENTERPRISES LTD
Annual Financial Report for the period
1/1/2022 to 31/12/2022
270
(*)
For
the
fiscal
years
2011,
2012
and
2013
all
companies
of
the
Group
located
in
Greece,
have
been
subjected
to
tax
audit
by
Certified
Audit
Accountants
in
compliance
with
the
provisions
of
Article
82
par.
5
of
Law
2238/1994
and
for
the
fiscal
years
2014,
2015,
2016
and
2017
in
compliance
with
the
provisions
of
Article
65
a
of
Law
4174/2013.
The
companies
received
a
Tax
Compliance
Certificate
for
fiscal
years
2011
to
2021
while
tax
audit
for
the
fiscal
year
2022
is
in
progress.
Upon
completion
of
the
audit,
the
Management
of
the
Company
and
Group
does
not
expect
any
significant
liabilities
to
occur,
other
than
those
recorded
in
the
Financial
Statements.
The
fiscal
years
until
2016
are
closed
in
the
tax
authorities
about
Greek
companies.
For
the
subsidiary
INTERSPORT
ATHLETICS
SA,
a
tax
audit
is
on
going
for
the
years
2019
and
2020
for
which
the
subsidiary
has
a
tax
certificate
and
its
Management
estimates
that
it will not have a significant impact on its results.
The
investment
tax
that
has
come
from
the
subsidiary
TRADE
ESTATES
REIC
and
its
subsidiaries
in
Greece is an amount of euro 413 thousand (2021: euro 93).
From
the
profits
before
taxes
31/12/2022
amounting
to
euro
20,807
thousand
of
the
Group,
the
relevant
income tax amounts to euro 242 thousand (expense) and results:
•
an
amount
of
euro
25,475
million
concerns
profits
that
are
taxed
with
special
provisions
of
Real
Estate
Tax
and
the
relevant
real
estate
tax
amounts
to
an
amount
of
euro
413
thousand
(expense)
•
an
amount
of
euro
4,668
thousand
concerns
to
losses
for
which
a
deferred
tax
of
euro
172
thousand
has been recognized (income).
The
income
tax
expense
of
the
year
1/1
-
31/12/2022
compared
to
the
period
1/1
-
31/12/2021
is
as
follows:
Differences of fixed assets
Provisions for employee benefits (IAS 19)
Effect of changes on tax rates
Differences from the application of IFRS 16
Deferred tax from tax loss recognition
Inventory Write Off Provision
Annual Financial Report for the period
1/1/2022 to 31/12/2022
271
The reconciliation between the nominal tax rate and the effective tax rate is analyzed as follows:
Income tax based on nominal tax rate
Tax rate differences between the group tax
rate (Greek rate) and the corporate tax rate
Tax on non deductible expenses
Income tax difference of previous year
Tax differences for Real Estate
Miscellaneous timing differences
Tax in statement of comprehensive
income
Miscellaneous
timing
differences
include
the
amount
of
euro
0
th.
(31/12/2021:
euro
331
th.)
for
the
Group
and
euro
0
th.
(31/12/2021:
euro
19
th.)
for
the
Company,
regarding
the
effect
of
taxes
due
to
change in tax rates.
Deferred
taxes
on
31/12/2022,
which
are
presented
in
the
Statement
of
Comprehensive
Income
and
compose
income
due
to
defined
benefits
plans
for
the
Group,
amount
to
euro
319
th.
(31/12/2021:
euro
26 th.).
Deferred
taxes
on
31/12/2021
which
are
presented
in
the
Statement
of
Comprehensive
Income
due
to
defined benefits plans for the Company, amount to euro 425 th. (31/12/2021: euro 4 th.)
Deferred
taxes
as
at
31
December
2022
and
31
December
2021
which
appear
in
Financial
Statements
are analysed as follows:
Deferred
income
taxes
result
from
temporary
differences
between
assets
and
liabilities
tax
recognition
and financial statements composition.
Depreciation calc. difference
Employee retirement benefits (IAS 19)
Provision for doubtful debts
Reclass of Revenue account
Differences from the application of IFRS 16
Annual Financial Report for the period
1/1/2022 to 31/12/2022
272
On
31/12/2022,
the
Group
had
accumulated
carried
forward
tax
losses
in
its
subsidiaries
on
part
of
which
a
provision
was
made
for
deferred
tax
asset
of
amount
euro
5,976
thousand
(31/12/2021:
euro
3,251
thousand)
as
the
Management
considered
that
the
recognition
criteria
were
met,
ending
in
year
2026
amount
of
euro
5,976
thousand.
For
the
part
of
tax
losses
on
which
a
deferred
tax
asset
has
been
recognized,
the
Management
estimates
that
they
will
be
covered
against
taxable
profits
before
their
expiration date.
Given
the
fact
that
some
of
the
Group
companies
have
not
been
audited
by
the
tax
authorities
for
a
few
years,
as
mentioned
above,
based
on
the
approach
and
interpretation
of
the
tax
authorities
for
the
determination
of
the
final
tax,
it
is
considered
by
the
Group
that
adequate
provisions
for
current
and
future
tax
audit
differences
have
been
made.
On
31/12/2022,
the
cumulative
Group’s
provision
for
unaudited
tax
years
amounts
to
euro
94
thousand
(euro
94
th.
on
31/12/2021)
and
to
euro
0
thousand
(euro 0 th. on 31/12/2021) for the Company which is displayed in Income Tax Payable.
27.
Earnings/Losses per share
The
basic
earnings
per
share
are
calculated
by
dividing
the
profit
attributable
to
shareholders
of
the
Company
by
the
weighted
average
number
of
shares
during
the
period.
The
weighted
average
number
of shares as at 31 December 2022 is 52,131,944 (31/12/2021: 52,131,944).
28.
Treasury Shares
The
Ordinary
General
Assembly
of
the
shareholders
of
the
Company
"FOURLIS
HOLDINGS
SA"
on
18/6/2021
in
accordance
with
the
provisions
of
article
49
of
law
4548/2018,
approved
acquisition
of
treasury
(own)
shares.
The
maximum
number
of
shares
that
can
be
acquired,
including
the
shares
previously
acquired
by
the
Company
and
held,
will
amount
to
2,604,600
shares
(5%
of
the
paid-up
share
capital),
with
a
minimum
acquisition
limit
of
one
euro
(euro
1.00)
per
share
and
acquisition
ceiling
of eight euros (euro 8.00) per share.
On
31/12/2022
the
Company
owns
1,766,702
treasury
shares
(2021:
1,373,048)
,
representing
3.3889%
of
the
Company's
share
capital
with
an
average
purchase
price
of
euro
3.583
per
share
and
a
Profit / (Loss) after tax attributable to owners of the
parent
Effect from purchase of own shares
Weighted average number of shares
Basic Earnings per Share (in Euro)
Diluted Earnings per Share (in Euro)
Annual Financial Report for the period
1/1/2022 to 31/12/2022
273
total value of euro 6,330,701.63 (31/12/2021: 5,258,516.21).
Commitments and Contingencies
29.1 Commitments
Commitments of the Group on 31/12/2022 are:
•
The
parent
Company
has
issued
letters
of
guarantee
for
its
subsidiaries
guaranteeing
liabilities
amounting to euro 92.674 th.
•
Subsidiary
companies
have
issued
letters
of
guarantee
for
indirect
subsidiaries
guaranteeing
liabilities amounting to euro 78.818 th.
•
The
parent
Company
has
contracted
as
a
guarantor
with
the
amount
of
euro
2,100
th.
for
future
leases and loan liabilities from investment of an associate company.
•
A subsidiary company mortgage its property to secure a bond loan amounting to euro 45,372 th.
•
The
subsidiary
company
TRADE
ESTATES
REIC
has
set
up
a
pledge
on
100%
of
the
shares
of
the
subsidiary company KTIMATODOMI SA.
•
The
subsidiary
company
TRADE
ESTATES
REIC
has
set
up
a
pledge
on
100%
of
the
shares
of
the
subsidiary company TRADE ESTATES BULGARIA EAD.
•
The
subsidiary
companies
KTIMATODOMI
SA
and
TRADE
ESTATES
BULGARIA
EAD
have
given
guarantee
letters
to
the
subsidiary
company
TRADE
ESTATES
REIC
to
secure
obligations,
amounting to euro 68,818 thousand.
•
The
subsidiary
company
TRADE
ESTATES
REIC
has
set
up
a
special
pledge
in
favor
of
a
consortium
of banks on the dividends deriving from the shares of its subsidiary companies.
•
The
subsidiary
company
TRADE
ESTATES
REIC
has
set
up
a
first-class
lien
in
favor
of
a
lending
bank,
on
the
claims
arising
from
specific
bank
accounts
held
by
the
parent
company
with
the
lending
bank.
•
The
subsidiary
companies
KTIMATODOMI
SA
and
TRADE
ESTATES
BULGARIA
EAD
have
established
pledges
in
favor
of
a
consortium
of
banks
to
secure
the
obligations
of
the
subsidiary
company
TRADE
ESTATES
REIC,
on
its
claims
arising
from
their
bank
accounts,
on
rents
and
all
its
claims
in
general,
as
well
as
the
guarantees
receives
from
lessees,
arising
from
existing
and
future
leases
of
their
properties.
•
Referring
to
the
properties
of
the
company
KTIMATODOMI
SA,
the
following
mortgage
notes
as
of
31/12/2022 which are about to be lifted, as the relevant insured claims have been paid in full:
➢
Mortgage,
in
the
amount
of
euro
12.3
million,
under
the
notarial
deed
no.
7337/20-12-
2017
of
the
Athens
public
notary
Christina
Kezios,
in
favor
of
Eurobank
Ergasias
SA,
to
secure
a
bond
loan
of
euro
9.5
million,
issued
by
the
company
under
the
name
"Trivillage
Development
Greece
S.A.",
following
the
program
from
20/12/2017,
in
which
the
company
"KTIMATODOMI
TECHNICAL
TOURISM
SHIPPING
AGRICULTURAL
AND
Annual Financial Report for the period
1/1/2022 to 31/12/2022
274
COMMERCIAL
SOLE
SHAREHOLDER
SOCIETE
ANONYME"
in
the
capacity
of
guarantor-
provider of the mortgage.
➢
Mortgage,
in
the
amount
of
euro
260,000,
under
the
notarial
deed
no.
7337/20-12-
2017
of
the
Athens
public
notary
Christina
Kezios,
in
favor
of
Eurobank
Ergasias
SA,
to
secure
the
relevant
and
ancillary
interest
rate
risk
hedging
contracts
between
the
Bank
Eurobank
Ergasias
S.A.
and
the
company
"Trivillage
Development
Greece
S.A.",
as
well
as
the
company
KTIMATODOMI
TECHNICAL
TOURISM
SHIPPING
AGRICULTURAL
AND
COMMERCIAL
SOLE
SHAREHOLDER
SOCIETE
ANONYME",
in
the
capacity
of
guarantor-
provider of the mortgage.
➢
Mortgage,
in
the
amount
of
euro
31.2
million,
under
the
notarial
deed
no.
7338/20-12-
2017
of
the
Athens
public
notary
Christina
Kezios,
in
favor
of
Eurobank
Ergasias
SA,
to
secure
a
bond
loan
of
euro
24
million.
,
published
by
the
company
"
KTIMATODOMI
TECHNICAL
TOURISM
SHIPPING
AGRICULTURAL
AND
COMMERCIAL
SOLE
SHAREHOLDER SOCIETE ANONYME ", following the 20/12/2017 program.
➢
Mortgage,
in
the
amount
of
euro
520
thousand,
under
the
notarial
deed
no.
7338/20-
12-2017
of
the
Athens
public
notary
Christina
Kezios,
in
favor
of
Eurobank
Ergasias
SA.
to
secure
the
relevant
and
ancillary
interest
rate
risk
hedging
contracts
between
Eurobank
Ergasias
S.A.
and
the
company
"KTIMATODOMI
TECHNICAL
TOURISM
SHIPPING
AGRICULTURAL
AND
COMMERCIAL
SOLE
SHAREHOLDER
SOCIETE
ANONYME ".
In addition to the aforementioned mortage notes, there is:
➢
Mortgage
pre-notification,
in
the
amount
of
euro
91.0
million,
pursuant
to
decision
no.
3486S/2022
of
the
Athens
District
Court,
in
favor
of
Eurobank
SA,
to
secure
a
bond
loan
in
the
amount
of
euro
70.0
million,
issued
by
the
Company
KTIMATODOMI
TECHNICAL
TOURISM
SHIPPING
AGRICULTURAL
AND
COMMERCIAL
SOLE
SHAREHOLDER
SOCIETE
ANONYME,
following
the
bond
loan
program
of
14.06.2022,
which
has
been
registered
in
the
cadastral
books
of
the
Cadastral
Office
of
Thessaloniki,
with
reference
no. 18856/24.06.2022.
It is noted that there are no capital obligations.
29.2 Operating Lease
Group as Lessor
The future leasing contracts of the Group as a lessor are as below:
Annual Financial Report for the period
1/1/2022 to 31/12/2022
275
29.3 Litigation
There
are
no
litigation
or
arbitration
proceedings
as
well
as
resolutions
of
judicial
institutions
that
might
have a material impact on the assets of the Group’s companies.
30.
Related parties
Related
parties
of
the
Group
include
the
Company,
subsidiary
and
associated
companies,
the
management
and
the
first
line
managers
and
the
companies
controlled
by
them.
The
company
provides
advice
and
services
all
kind
of
companies
in
the
areas
of
general
management,
financial
management
and IT.
The
analysis
of
the
related
party
receivables
and
payables
as
at
31
December
2022
and
2021
are
as
follows:
Annual Financial Report for the period
1/1/2022 to 31/12/2022
276
Related party transactions as at 31 December 2022 and 2021 are as follows:
Transactions and fees of management members for the years 2022 and 2021 are as follows:
H.M. HOUSE MARKET
(CYPRUS) LTD
HOUSE MARKET BULGARIA
EAD
TRADE ESTATES BULGARIA
EAD
SOFIA SOUTH RING MALL
AED
Annual Financial Report for the period
1/1/2022 to 31/12/2022
277
There
are
no
other
transactions,
receivables
-
liabilities
between
the
Group
and
the
Company
with
the
management.
The
transactions
with
related
parties
are
arm’s
length
and
include
mainly
sales
and
purchases of goods and services under the context of the ordinary operation of the Group.
31.
Transactions with Subsidiaries
During
financial
years
2022
and
2021,
between
the
parent
company
and
its
subsidiaries
the
following
transactions occurred:
The
Group
has
issued
letters
of
guarantee
for
its
subsidiary
and
associated
companies
guaranteeing
liabilities.
The
analysis
of
such
letters
of
guarantee
is
disclosed
in
which
appears
in
Note
«Commitments
and Contingencies».
32.
Significant Changes in Consolidated Data
The
most
significant
and
not
mentioned
in
notes
changes
recorded
in
the
Consolidated
and
Separate
Statement
of
Financial
Position
as
of
31/12/2022
in
comparison
with
the
corresponding
data
as
at
31/12/2021 are the following:
•
The decrease in the cash account is due to the investments of the year.
•
The
increase
in
trade
payables
for
the
Group
for
the
period
2022
is
due
to
the
increase
in
inventory.
Transactions and fees of management
members
Current and non-current receivables
Current and non-current liabilities
Annual Financial Report for the period
1/1/2022 to 31/12/2022
278
33.
Subsequent events
There
are
no
other
subsequent
events
as
of
31/12/2022
that
may
significantly
affect
the
financial
position and results of the Group other than the following:
•
The
Group
announced
on
26/1/2023
the
agreement
to
sell
the
"Intersport"
activity
in
Turkey.
The
agreement
provides
for
the
sale
of
all
the
shares
of
the
subsidiary
company
Intersport
Atletik
Mağazacılık
ve
Dış
Ticaret
Anonim
Şirketi,
licensor
of
the
brand
"Intersport"
and
"The
Athlete's
Foot"
in
Turkey,
which
operates
a
network
of
12
stores.
The
buyer
is
the
Eren
Perakende
ve
Tekstil
Anonim
Şirketi
Group.
The
transaction
price
was
set
at
approximately
euro
1.5
million,
whereas
as
provided
in
the
purchase
and
sale
agreement
(SPA),
the
final
price
will
be
determined
according
to
the
audited
financial
statements
of
the
year
2022..
At
the
signing
of
the
contract
for
the
sale
and
purchase
of
the
shares,
83%
of
the
price
was
paid,
i.e.
approximately
euro
1.25
million,
while
the
rest
will
be
paid
in
2
years
from
the
signing
of
the
contract.
The
expenses
of
the
transaction
amount
to
euro
166
thousand.
The
sales
of
the
activity
in
Turkey
in
2022
amounted
to
euro
12.8
million,
and
the
Profits
before
Taxes
(PBT)
amounted
to
euro
453
thousand.
The
gain
from
the
sale
of
Atletik
in
2023
amounts
approximately
to
euro
0,5
million
.
It
is
also
,
mentioned
that
accumulated
losses
that
occurred
during
the
time
that
the
Group
held
the
investment,
amounting
to
approximately
euro
4.5
million, are already reflected in the equity of the subsidiary.
•
Moreover,
on
30/12/2022
t
he
Group
announced
the
sale
agreement
of
the
retail
trading
"The
Athlete's
Foot
(TAF)"
in
Greece.
The
agreement
provides
for
the
sale
of
total
shares
of
the
subsidiary
company
Sneakers
Market
SA,
which
has
the
right
to
use
the
trademark
"The
Athlete's
Foot"
and
operates
a
network
of
14
stores
in
Greece.
The
acquiring
company
is
TAF
Global
Holding
AG,
a
subsidiary
of
Arklyz
Group
AG,
which
has
acquired
the
rights
to
the
trademark
"The
Athlete's
Foot"
worldwide.
The
price
of
the
transaction
amounts
to
euro
4.1
million,
which
was
finalized
with
the
closing of the transaction at the end of February 2023.
Annual Financial Report for the period
1/1/2022 to 31/12/2022
279
Web site for the publication of the Annual Financial Statements
The
Annual
Financial
Report
of
the
Group
(Consolidated
and
Separate),
The
Independent
Auditors
Report
and
the
Board
of
Directors
Report
for
the
year
2022
have
been
published
by
uploading
on
the
internet
at
the
web
address
http://
www.fourlis.gr
.
At
the
same
web
address,
all
Annual
Financial
Statements,
Audit
Reports
and
Board
of
Directors
Reports
of
the
companies
which
are
consolidated
and
they
are
not
listed
and
which
cumulatively
represent
a
percentage
higher
than
5%
of
consolidated
revenues
or
assets
or
operating
results
after
the
deduction
of
minority
shares
proportion,
are
published.