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") issued in 2013. 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, the Company adopts and applies the provisions of the effective Greek Legislation. The Company ensures timely adaptation of its corporate governance framework to the provisions of Law 4706/2020 "Corporate governance of public limited companies, modern capital market, incorporation into Greek legislation of Directive (EU) 2017/828 of the European Parliament and of the Council, measures for the implementation of Regulation (EU) 2017/1131 and other provisions ", as well as in the relevant decisions of the Hellenic Capital Market Commission, already issued or to be issued under the authority of the said law.

The Company might proceed with 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 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 has not adopted some specific practices of the Code that are specifically mentioned below but remains faithful to its commitment to take all the necessary actions for the implementation of the provisions of Law 4706/2020:


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. (Special practices Α.1.2.a). It is to be specifically noted that the remuneration policy of the Company is consistent and strictly followed and is fully in line with the Company's culture. The key principle for any increases in remuneration paid to both its Non-Executive and its Executive Members is that their rate of increase will be proportional to the average rate of salary increase of the Company's permanent employees. The relevant Remuneration Policy, which has been approved since 06.11.2019 Regular General Meeting, is presented on the company's website: http://corporate.e-jumbo.gr/.
The Board of Directors members are elected by the General Meeting for two (2) 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.



Size and composition of the Board of Directors

The Company’s Board of Directors, elected by the Annual Ordinary General Meeting on 06.11.2019 for a two-year term of service, was composed by seven members, was constituted in a body on the same day. At the meeting of the Board of Directors of 14.10.2020, it was decided to elect Mr. Dimitrios Kerameas as executive member of the Board of Directors of the Company, replacing the remaining term of office of the resigned executive member of the Board of Directors, Mr. Ioannis Ekonomou. As a result, at 31.12.2020the Board of Directors of the Company is composed of four (4) executive and three (3) independent non-executive members.(Special Practices A.2.2). The Board of Directors composition maintains 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. 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 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 %
Men 5
71%
Women 2
29%
Total 7
100%

The age range of the members of the Board of Directors is from 33 to 71 years old. 

Management Team Number of people %
Men 6 27%
Women 16
73%
Total 22
100%

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
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 Greek Corporate Governance Code.

Functioning 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 Α.6.9).

Board of Directors evaluation
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 Meeting 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 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 
 
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. The establishment of this committee, in view of the structure and operation of the Company, has not been assessed as necessary to date, as the remuneration is granted following after a decision of the Board of Directors and approval of the Ordinary General Meeting and in accordance with the Remuneration Policy which, according to article 110 of Law 4548/2018, has been approved as at 06.11.2019 Regular General Meeting of Shareholders. The Remuneration Policy is disclosed on the company's website http://corporate.e-jumbo.gr/ (Special practice C.1.4, C.1.6, C.1.7. C.1.8, C.1.9).
Regarding the corporate year 01.01.2020-31.12.2020, the compensations paid to the members of the Board of Directors are those provided in the effective Remuneration Policy. No options have been granted and no share disposal plan is in place.
It is to be noted that in 2020, the Company for the first time prepared the members of the Board of Directors remuneration report for the sub-twelve month corporate year 01.07.2019-31.12.2019 in accordance with article 112 of Law 4548/2018. The remuneration report was discussed at the Regular General Meeting of the Company on 27.05.2020, which was attended by shareholders representing 84.05% of the share capital, while the percentage of "FOR" votes amounted to 92.16% of the shareholders present. The remuneration report for the sub-twelve month corporate year 01.07.2019-31.12.2019 is available on the Company's website: https://corporate.e-jumbo.gr/enimerosi-ependyton/plirofories-ependyton/genikes-synelefseis/etisia-geniki-synelefsi-27-05-2020/.


PART D –RELATIONS WITH SHAREHOLDERS 
No deviations established