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:
With respect to the specific Practices of the Code that are identical to the Legislation that has been abolished or amended (see Law 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 to those defined by the existing institutional framework of corporate governance.
The Company does not adopt some specific practices of the Code 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 Meeting for two years term, which can be automatically extended until the convocation of the first Ordinary General Meeting after the expiry of their term of office, not exceeding three years. Before the General Meeting and before putting to the vote, the curricula vitae of the applicants are made available to the shareholders. Moreover, upon selection of the BoD members, 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.
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 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.
The proportion of each gender and age of the members of the Board of Directors and of the management team is the following.
|Board of Directors||Number of People||%|
The age range of the members of the Board of Directors is from 33 to 77 years old.
|Management Team||Number of people||%|
The age range of the management team is from 33 to 63 years old.
Role and profile of the chairman of the Board of Directors
The Board of Directors does not appoint an independent Chairman and 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.)
Nomination of BoD members
Functioning of the Board of Directors
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 Α.6.9).
The non-executive Board members do not convene periodically without the presence of executive members 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