Board committees

The Board delegates specific tasks to its Audit and Risk, Nomination, Social Responsibility and Remuneration Committees.

Audit and Risk Committee

Committee members

  • Mr William W. Douglas III (chairman)
  • Mrs Olusola (Sola) David-Borha
  • Mr John P Sechi

The Audit and Risk Committee monitors the effectiveness of our financial reporting, internal control and risk management systems and processes. Key elements of its role include:

  • Providing advice to the Board on whether the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess our position and performance
  • Monitoring the quality, fairness and integrity of the financial statements of the Group and reviewing significant financial reporting issues and judgements contained in them
  • Reviewing the Group’s internal financial control and anti-fraud systems as well as the Group’s broader enterprise risk management and legal and ethical compliance programmes (including computerised information system controls and security) with the input of the external auditors and the internal audit department
  • Reviewing and evaluating the Group’s major areas of financial risk and the steps taken to monitor and control such risk, as well as guidelines and policies governing risk assessment
  • Monitoring and reviewing the external auditors’ independence, quality, adequacy and effectiveness, taking into consideration the requirements of all applicable laws in Switzerland and the UK, the listing requirements of the London Stock Exchange and Athens Stock Exchange and applicable professional standards

Download Charter for the Committees of the Board of Directors (PDF, 274kb)

 

Nomination Committee

Committee members

  • Mr Reto Francioni (chairman)
  • Mr Antonio D’Amato
  • Mrs Alexandra Papalexopoulou

The function of the Nomination Committee is to support the Board in fulfilling its duty to conduct a Board self assessment, to establish and maintain a process for appointing new Board members and to manage, in consultation with the Chairman, the succession of the Chief Executive Officer. The key elements of its role include:

  • Reviewing the size and composition of the Board
  • Identifying and nominating new members of the Board
  • Planning and managing, in consultation with the Chairman, a Board membership succession plan
  • Ensuring, together with the Chairman, the operation of a satisfactory induction programme for new members of the Board and a satisfactory ongoing training and education programme for existing members of the Board and its committees
  • Setting the criteria for, and overseeing, the annual assessment of the performance and effectiveness of each member of the Board and each Board committee 
  • Conducting an annual assessment of the performance and effectiveness of the Board and reporting conclusions and recommendations based on the assessment to the Board
  • Ensuring that each committee of the Board is carrying out a self-assessment of its performance and reporting its conclusions and recommendations for change to the Board

Download Charter for the Committees of the Board of Directors (PDF, 274kb)

Social Responsibility Committee

Committee members

  • Mr Anastasios I. Leventis (chairman)
  • Mrs Alexandra Papalexopoulou
  • Mr José Octavio Reyes

The Social Responsibility Committee is responsible for the development and supervision of procedures and systems to ensure the pursuit of the Group’s social and environmental goals. Key elements of its role include: 

  • Establishing the principles governing the Group’s policies on social responsibility and the environment to guide management’s decisions and actions
  • Overseeing the development and supervision of procedures and systems to ensure the achievement of the Group’s social responsibility and environmental goals
  • Establishing and operating a council responsible for developing and implementing policies and strategies to achieve the Company's social responsibility and environmental goals and ensure Group-wide capabilities to execute such policies and strategies
  • Ensuring the necessary and appropriate transparency and openness in the Group’s business conduct in pursuit of its social responsibility and environmental goals
  • Ensuring and overseeing the Group’s interactions with stakeholders of its social responsibility and environmental policies, goals and achievements, including the level of compliance with internationally accepted standards
  • Reviewing Group policies on environmental issues, human rights, and other topics as they relate to the social responsibility topic

Download Charter for the Committees of the Board of Directors (PDF, 274kb)

Remuneration Committee

Committee members

  • Mrs Alexandra Papalexopoulou (Chairman)
  • Mr Antonio D’Amato
  • Mr Reto Francioni

The main tasks of the Remuneration Committee are to establish the remuneration strategy for the Group and to approve or make recommendations to the Board with regard to compensation packages for Directors and senior management. Key elements of its role include:

  • Establishment of the remuneration strategy for the Group, determining and agreeing with the Board the framework and broad policy for the remuneration of the executives of the Group
  • Approving:
    • The total individual and aggregate remuneration for non-Executive Directors
    • The rewards for the executives of the Group (except for the Chief Executive Officer)
    • Company-wide remuneration and benefit plans
    • All non-cash obligations greater than €15,000 which are reportable by employees as income (except personal use of company cars, group life or health benefits)
    • General policies governing the early termination of the executives of the Group
  • Providing recommendations to the Board on:
    • The implementation or modification of employee coverage for any benefit plan resulting in an increased annual cost of €5million or more
    • The base salary and increase levels, annual incentive plan awards, performance share awards and other forms of remuneration for the Chief Executive Officer
    • The remuneration of the Chief Executive Officer and any other members of the Board on early termination (including pension contributions and all other elements)

Download Charter for the Committees of the Board of Directors (PDF, 274kb)