GEK TERNA Group
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Commitees
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COMMITEES

Nominations Committee

The main role of the Nominations Committee is to investigate and highlight the appropriate candidates for the formation of the Board of the Company. Her duties in relation to the nomination of candidates include:

  • The determination of the Company's requirements regarding the size and composition of the Board of Directors.
  • The formulation of the role, responsibilities and skills of each position in the Board.
  • The periodic re-evaluation of the size and composition of the Board.
  • Submitting proposals for changes / improvements, if necessary.

The Commission has four members.

Spyridon Capralos, Chairman of the Committee

Gagik Apkarian

Aikaterini Delikoura

Apostolos Tamvakakis

RULES OF PROCEDURE OF NOMINATIONS COMMITTEE

Remuneration Committee

The Remuneration Committee is also responsible for submitting proposals regarding the appropriate remuneration policies and systems at all levels of the Company.

The Remuneration Committee:

  • The system for determining the remuneration of employees, members of the Board of Directors is elaborated and suggested. and executives.
  • Prepares and submits to the Board. corporate remuneration policy proposals, evaluates their implementation based on the relevant annual remuneration report and formulates the proposals to be submitted by the Board. at the General Meeting of Shareholders for approval.

The Commission has four members.

Spyridon Capralos, Chairman of the Committee

Athanasios Skordas

Sofia Staikou

Apostolos Tamvakakis

RULES OF PROCEDURE OF REMUNERATION COMMITTEE

Audit Committee

The Audit Committee, with the aim of timely identification of potential business risks, supports the Board. with regard to:

  • Ensuring the compliance of the bodies and actions of the Company with the requirements of the legal, institutional and regulatory framework and the Corporate Governance Principles that govern its operation.
  • Completeness and reliability of the accounting, information and administrative systems of the Company as well as the published financial statements and other reports.
  • Smooth and efficient operation of all control mechanisms.

The Audit Committee has the following key responsibilities:

  • Supervises the production process of financial statements and other reports of financial information.
  • Ensures the smooth conduct of internal audit work.
  • Investigates any transactions of the Company with any person related to it and submits relevant reports to the Board of Directors, in order to transparently verify the existence of conflicting interests.
  • Receives the reports of the Internal Audit Service and evaluates their content.
  • Proposes to the Board. the head of the Internal Audit Service and evaluates its effectiveness.
  • Monitors the performance of the work of the regular auditor and evaluates whether it is in accordance with the relevant legal-regulatory framework, international standards and best practices. It also researches and evaluates the adequacy of knowledge, professional consistency, independence and effectiveness of the regular auditor.

The Committee consists of one (1) Independent non-executive member of the Board, one non-executive member of the Board and one (1) independent, non-member of the Board.

Spyridon Capralos, Chairman of the Committee

Dimitrios Afendoulis

Angelos Tagmatarchis

AUDIT COMMITTEE CHARTER

Investment Committee

The main role of the Investment Committee is to submit suggestions to the Board, regarding acquisitions, mergers, strategic partnerships, high budget investments, asset sales and any other strategic action that may affect the capital structure and the growth perspective of the Company.

The main responsibilities of the Commission include:

  • The preparation of the investment policy and the long-term investment planning of the Company.
  • The evaluation and approval of the implementation of the annual investment program as well as any new investment submitted individually.
  • The examination of the capital adequacy of the Company for the implementation of each investment proposal.The examination of the capital adequacy of the Company for the implementation of each investment proposal.
  • The evaluation of the business risks associated with the implementation of each investment proposal, the documentation of its feasibility and the confirmation that its implementation is part of the measures of implementation of the approved business strategy of the Company.

The Investment Committee has three members.

George Perdikaris, Chairman of the Committee.

Penelope Lazaridou

Emmanuel Moustakas

Strategic Planning Committee

Its primary role is, inter alia, to assist the Board of Directors and the Management, in the review of the competitive field, in the planning of the Strategic Plan, as well as the possibilities and the structure of the Company in this context, and to explore possible new areas. development. The Strategic Planning Committee has five members and has the following composition:

George Peristeris, Chairman of the Committee

Dimitrios Afendoulis

Gagik Apkarian

Spyridon Capralos

Apostolos Tamvakakis

Regulatory Compliance Committee

Its main role is to support the Management in ensuring compliance with the institutional and supervisory requirements at Group level.

The Regulatory Compliance Committee is in direct cooperation with all the Departments / departments of the Company, is informed and monitors deviations in compliance issues.

The Regulatory Compliance Committee consists of four (4) members.

Athanasios Skordas, Chairman of the Committee

Aikaterini Delikoura

Dimitrios Antonakos

Dimitra Chatziarseniou

ESG Committee(Environment, Society, Governance)

The ESG Committee (Environment, Society and Governance - ESG, hereinafter referred to as the "ESG Committee" or the "Committee") was set up by the Board to monitor the company's performance and suggest improvements in environment, society and corporate governance to generate value. for the company. The work of the Committee includes, inter alia, monitoring the integration of non-financial actors in the business strategy and decision-making, in order for the Company to remain resilient and ready to manage changes in the environment in which it operates.

The ESG Committee consists of five(5) members.

Sofia Staikou, Chairman of the Committee

Aikaterini Delikoura

Konstantinos Lamprou

Pinelopi Lazaridou

Dimitra Chatziarseniou