STATEMENT OF CORPORATE GOVERNANCE
The Company has adopted the Principles of Corporate Governance, as determined by the existing Greek legislation and the international practices. Corporate Governance, as a set of rules, principles and control mechanisms, in which the company’s operation and management are based on, aims at transparency to the investment community, as well as ensuring the interests of the investors and of any person involved in its operation.
The Company has adopted the Greek Corporate Governance Code (hereinafter "Code") which replaces the Corporate Governance Code of Hellenic Federation of Enterprises (SEV) for Listed Companies (March 2011). This Code is posted at the following electronic address:
http://www.helex.gr/el/web/guest/esed-hellenic-cgc
The Company might proceed to amendments to the Code and Corporate Governance Principles it applies, directly informing the investors at its website http://corporate.e-jumbo.gr/.
2) Deviation from the Corporate Governance Code
The Company states that it fully complies with the provisions of the relevant Greek legislation, rules and regulations and internal corporate values for the development of corporate governance principles it applies and has adapted those defined by the existing institutional framework of corporate governance.
The Company does not implement some specific practices that are specifically mentioned below:
PART Α – THE BOARD OF DIRECTORS AND ITS MEMBERS
Role and responsibilities of the Board of Directors
- The Board of Directors has not proceeded to establishment of separate committees occupied with the nominations for election to the Board and preparing proposals to the Board regarding the remuneration of executive directors and key executives since the company's policy in relation to such fees is fixed and formed for more than a decade. (Special practices Α.1.2.a). It is to be specifically noted that the remuneration of the members the Board of Directors are pre-authorized, are granted and finalized only by decision of the Ordinary General Meeting of the shareholders.
The Board of Directors is elected by the General Assembly every two years. Before the General Assembly and before putting to the vote, the curricula vitae of the applicants are made available to the shareholders. The Board members come from different professional fields and have a high level of business, legal and economic knowledge.
The above-mentioned Company practices constitute the framework and measures adopted by the Company to minimise any additional risks that could arise from non-compliance with the Special Practice A.1.2.a of Corporate Governance Code.
- The Company’s Board of Directors, elected by the Annual Regular General Assembly on 11.11.2015 for a two-year term of service, was composed as follows: a) initially, on 15.1.2016, due to election of a new executive member replacing the resigned member, b) on 27.7.2016, under nine-member composition, following the addition of two (2) new members, elected following the decision of as at 27.7.2016 Extraordinary General assemble of the Company’s shareholders, and c) on 2.11.2016, under ten-member composition, following the addition of one (1) more member, elected following the decision of as of 2.11.2016 Annual Regular General Assembly of shareholders. On 9.6.2017, the Board of Directors at its meeting a) disclosed the vacancy of an executive member on the BoD following the death of Georgios Vakakis on 26.2.2017, b) accepted the resignation of Adamantios Stamatakis (independent non-executive member) and decided not to replace the aforementioned BoD members until the end of their term of service. The decision of the Board was recorded in “GEMI- General Commercial Registry”, Prot. Num. 70239 on 23.6.2017. Therefore, from that date the Board of Directors of the Company is composed of five (5) executive and four (3) non-executive members, of which three (2) are independent. (Special Practices A.2.2). The Board of Directors maintain a good balance between the number of independent and non- independent members and between the executive and non-executive members. The Company has assessed the size of the Board as sufficient after its expansion. The independent, non-executive members have the expertise and experience to be able to provide to the Board of Directors their independent and unbiased opinion.
- The Company has not adopted a policy of diversity, including the balance of the gender for board members (Special practice A.2.8). However the code of ethics and of business conduct of JUMBO, which is posted on the company's website http://corporate.e-jumbo.gr/ states that JUMBO’s policy is to operate under fair and legal processes of the human resource management, without distinction according to age, race, gender, color, national origin, religion, health, sexual orientation, political or ideological views, or other characteristics of employees, protected by laws and regulations. Employees are required to comply with all laws and regulations and perform their work in the light of this principle of non-discrimination. The objective of the company is the fair and equitable treatment of all employees, and their improvement and development.
| Board of Directors | Number of People | % |
| Men | 5 | 63% |
| Women | 3 |
38% |
| Total | 9 | 100% |
The age range of the members of the Board of Directors is from 30 to 72 years old.
| Management Team | Number of people | % |
| Men | 4 | 29% |
| Women | 10 | 71% |
| Total | 15 | 100% |
The age range of the management team is from 36 to 59 years old.
Role and profile of the chairman of the Board of Directors
- The Board of Directors does not appoint an independent vice-chairman from among its independent board members, but an executive member, since substantial daily assistance of vice-chairman to the Chairman of the Board of Directors in the exercise of his executive duties is assessed as an issue of overriding importance. (Special practices Α.3.3. and Special practices Α.3.4a.)
- The Company has not established a Board of Directors members nomination committee, since following the Company structure and nature of operations the committee in question is not regarded as necessary for the time being. As mentioned above in relation to deviation from Special practices A1.2.a, the Company follows practices that set the adopted framework in order to minimize any additional risks that might arise from non-compliance with the Special practices A.5.4, A.5.5, A.5.6., A.5.7., A.5.8. of the Corporate Governance Code.
- At the beginning of every calendar year, the Board of Directors does not adopt a calendar of meetings and a 12-month agenda, since the Company considers that Board of Directors meetings can be easily held, and that the Board of Directors meets frequently and many times in each fiscal year, when imposed by the Company needs or legislation without any programmed activities. (Special practices Α.6.1).
- There are no established induction programs for new Board members, nor continuing professional development programs available to other Board members, since the candidates nominated as Board of Directors members are persons with substantial knowledge and abilities as well as high level of organizational – managerial skills. (Special practices Α.6.5).
- There is no particular provision for supply of sufficient resources to the Board of Directors Committees to facilitate them undertake their duties and engage external professional consultants, since the resources in question are approved on case basis by the Company Management, based on effective needs of the company. (Special practices for listed companies Α.6.9).
- There is no formally established procedure regarding the evaluation of the performance of the Board and its committees or the Board of Directors chairman performance evaluation procedure led by the independent vice-chairman, if appointed, or by another non-executive board member. The procedure in question is not considered necessary since the particular need is covered based on the organizational structure of the Company. The performance of the Board is annually assessed by the Annual General Assembly of the Shareholders, in line with the assessment of the annual financial statements of the company and its relevant reports. The assessment criteria are related to the performance and activities displayed by the Board during the current fiscal year, mainly based on the Management Report that it submitted to the General Assembly, as well as other reports provided in compliance with the effective legislation, in the context of operating results and general course of the company's operations. (Special practices Α.7.1).
- The non-executive board members do not convene periodically without the executive member in order to evaluate the latter’s performance and discuss their remuneration. As mentioned above in relation to deviation from Special practices A1.2.a and Α.7.1, the Company follows practices that set the adopted framework in order to minimize any additional risks that might arise from non-compliance with the Special practices A.7.2. of the Corporate Governance Code.
PART Β –INTERNAL CONTROL SYSTEM-AUDIT COMMITTEE
- The audit committee is not provided with special resources for the services of external consultants, since the committee’s composition as well as the expertise and professional knowledge of its members facilitate its sound operation. Moreover, the Company examines every case and, should such need be established, provides the necessary resources. (Special practices Β.1.9)
PART C –REMUNERATION
- There is no remuneration committee, composed entirely of non-executive board members, the majority of whom should be independent, which is responsible for defining the remuneration of the executive and non-executive Board of Directors members and therefore, there are no regulations regarding its duties, frequency of its meetings and other issues in respect of its operation. Till currently, the establishment of such a committee has not been regarded as necessary, given the structure and the nature of operations of the Company, as the abovementioned remunerations are pre- authorized, issued and finalized only with relevant decisions of the Regular General Meeting of the Company’s shareholders. Remuneration of the Board of Directors members not set in the indefinite duration individual contracts, is defined by the Annual Regular General Meeting by means of a special resolution and are published together with other decisions, as prescribed by the legislation. Any other remuneration or compensation paid to Board members burdens the Company only if it has been approved by a special resolution of the General Meeting, following the Board of Directors recommendation. The aforementioned remunerations are set at a reasonable level, following the necessary assessments based on the particular criteria in respect of the members’ duties, performance and contribution regarding the objectives that have been established (Special practices C.1.4, C.1.6, C.1.7. C.1.8, C.1.9).
PART D –RELATIONS WITH SHAREHOLDERS
- No deviations established