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
With respect to the specific Practices of the Code that are identical to the Legislation that has been abolished or amended (see L.3693/ 2008), the Company adopts and applies the provisions of the applicable Greek Legislation.
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/.
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. Moreover, while the BoD members are selected, criteria such as their career and its relevance to the Company's operations as well as the level of business, legal and financial knowledge are taken into account.
The age range of the management team is from 31 to 60 years old.
Role and profile of the chairman of the Board of Directors
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 Greek Corporate Governance Code.
PART Β –INTERNAL CONTROL SYSTEM-AUDIT COMMITTEE
PART C –REMUNERATION
PART D –RELATIONS WITH SHAREHOLDERS
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
With respect to the specific Practices of the Code that are identical to the Legislation that has been abolished or amended (see L.3693/ 2008), the Company adopts and applies the provisions of the applicable Greek Legislation.
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 adopt 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 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. Moreover, while the BoD members are selected, criteria such as their career and its relevance to the Company's operations as well as the level of business, legal and financial knowledge are taken into account.
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 the Greek Corporate Governance Code.
Size and composition of the Board of Directors
The Company’s Board of Directors, elected by the Annual Regular General Assembly on 08.11.2017 for a two-year term of service, was composed by eight members, was constituted in a body on the same day. As a result at 30.06.2018 the Board of Directors of the Company is composed of five (5) executive and three (3) non-executive members which 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 | 6 |
75% |
Women | 2 |
25% |
Total | 8 |
100% |
The age range of the members of the Board of Directors is from 31 to 73 years old.
Management Team | Number of people | % |
Men | 5 |
25% |
Women | 15 |
75% |
Total | 20 |
100% |
The age range of the management team is from 31 to 60 years old.
Role and profile of the chairman of the Board of Directors
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).
Board of Directors evaluation
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 Greek Corporate Governance Code.
PART Β –INTERNAL CONTROL SYSTEM-AUDIT COMMITTEE
PART C –REMUNERATION
PART D –RELATIONS WITH SHAREHOLDERS