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 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 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 and in line with the company’s culture. (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 Assembly 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. 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 Meeting 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 at the 31.10.2018 meeting of the Board of Directors the resignation of Mr. Papaevangelos Evangelos (Deputy Vice President) was accepted and it was decided to continue the management and representation of the company without replacing its resigned member, with a full membership of seven. As a result at 30.06.2019 the 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 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 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.
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 32 to 76 years old.
||Number of people
The age range of the management team is from 32 to 62 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 for listed companies 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 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
• 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 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. 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).
It is mentioned that, pursuant to Articles 110 and 111 of Law 4548/2018, a remuneration policy plan has been prepared by the Board of Directors, which will be proposed for approval at the forthcoming Ordinary General Meeting of Shareholders, which is posted on the company's website. http: //corporate.e-jumbo.gr /.
PART D –RELATIONS WITH SHAREHOLDERS
No deviations established