Audit Committee Regulations

Audit Committee Regulations

The Audit Committee is constituted to support the BoD in its duties with regard to financial reporting, internal control and monitoring of statutory audit. Moreover, the objective of the Audit Committee is to:

  • Design the procedures of internal control system,
  • Review the effectiveness of internal control system.
  • Monitoring the independence, competency and effectiveness of the Internal Control Department of the Company.

Duties and responsibilities of the Audit Committee

a) With regard to the internal control and reporting systems, the Audit Committee:

  • Monitors financial reporting procedures and the reliability of the Company’s financial statements
  • Supervises every official statement that concerns the Company’s financial performance, and examines the main parts of the financial statements that include significant judgments and estimates made by the Management. .
  • Reviews the internal financial controls of the Company and monitors the effectiveness of internal control systems and risk management of the Company. For this purpose, the Audit Committee periodically examines the internal control system and risk management of the Company, to ensure that the main risks are identified, addressed and publicized properly.
  • Examines conflicts of interest under the Company’s transactions with related parties and submits relative reports to the Board of Directors.
  • Examines the existence and the content of those procedures, according to which the Company’s staff can confidentially report their concerns about potential illegalities and irregularities on financial reporting issues or on other issues related to the Company’s operation. The Audit Committee ensures the existence of such procedures for effective and independent investigation of such issues, as well as for their suitable settlement.

b) With regard to monitoring of Internal Control Department, the Audit Committee:

  • Determines and examines the Operation Regulations of the Internal Control Service of the Company.
  • Monitors and reviews the operation of Internal Control Service, and examines the Management’s quarterly control reports.
  • Ensures independence of internal control, recommending to the BoD appointment and retraction of the Head of Internal Control Service.
  • Evaluates the head of the internal audit department.

c) Regarding the monitoring of statutory audit, the Audit Committee:

  • Via the BoD, makes proposals to the General Meeting of the shareholders with regard to appointment, reappointment and retraction of statutory auditors, as well as to approval of audit fee and the terms of the audit engagement.
  • Monitors and reviews independence of statutory auditor and objectivity and effectiveness of the audit procedures, taking into consideration the relative professional and legal requirements in Greece.
  • Monitors and reviews additional services provided to the Company by the same audit firm the statutory auditor/ auditors works for, and for this purpose, it has developed and applies a policy for appointment of statutory auditors, with regard to providing non-audit services and monitors its implementation.
  • Discuss with the auditor material audit differences that arose in the course of the audit regardless of whether they were subsequently resolved or not.
  • Discuss with the auditor any reported weaknesses of the internal control system, in particular those concerning the processes related to the financial information and the preparation of the financial statements.

Operation of the Audit Committee

  • The Audit Committee meets regularly, at least four times annually or extraordinarily, whenever necessary, keeps minutes of its meetings and submits reports to the BoD if necessary.
  • The subjects of daily meetings are placed at the disposal of each member at least one week before the meeting. The relative documents can also be sent via email. The Audit Committee can, under the approval of its Head, meet via teleconference.
  • The Audit Committee can invite to the meetings any executive or other person (Company’s staff, collaborator) that is considered to be in position to contribute to the implementation of its operations.
  • The Head of the Audit Committee exercises the duties of the Audit Committee’s Secretary.