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Audit Committee

The Board of Directors maintains an effective system of internal control to safeguard the assets of the company and identify and address major risks. Monitors the implementation of corporate strategy and reviews it regularly. Regularly also reviews the key risks the company facing and the effectiveness of internal control regarding the management of those risks. The review covers all material controls, including financial and operational controls, compliance checks and controls on risk management systems.
 
The Board through the Audit Committee contacts direct and regularly with external auditors, in order to receive updates in relation to the proper functioning of the control system.
 
Audit Committee charter contains the following sections:
 
I.  The purpose of Audit Committee
 
II.  Members and term of Audit Committee
 
III.  Responsibilities of Audit Committee
 
IV.  Duties of Audit Committeew
 
V.  Functioning of Audit Committee
 
 
The analysis of sections of Audit Committee charter has as follows:
 
I. The purpose of Audit Committee
 
The Audit Committee is established to support the Board in its functions relating to financial reporting, internal control and supervision of external auditors. Moreover, the purpose of Audit Committee is to:
 
·  plan the process of internal control system,
 
·  review the effectiveness of internal control system,
 
·  monitor and control the independence, competence and efficiency of operation of the Internal Audit Division of the company.
 
 
II.  Members and term of Audit Committee
 
Members of Audit Committee are appointed by the General Meeting of shareholders.
 
The Audit Committee contains three (3) members which are non - executive members and most of them independent. At least one (1) member has demonstrated proficiency in accounting and auditing.
 
Chairman of the Audit Committee is designated a non - executive Board member.
 
The term of the Audit Committee’s members shall be five (5) years and is automatically extended until the first regular General Meeting of shareholders following the expiration of their term, which cannot exceed six (6) years.
 
Committee members should not hold other posts or enter into transactions that could be considered incompatible with the purpose of Audit Committee.
 
Members of Audit Committee are appointed by the General Meeting of shareholders.
 
 
III. Responsibilities of Audit Committee
 
The Audit Committee :
 
·  Informs the Board on its activities, issues arise about the quality or integrity of financial statements, compliance with laws, regulations, Code of Ethics, Corporate Governance and Internal Regulation, efficiency and independence of external auditors and the performance of Internal Audit Department.
 
·  Obtains report from external auditor on weaknesses of the internal control system, in particular, the weaknesses of procedures for the preparation of financial statements and inform the Chairman, CEO and Board of Directors.
 
·  On quarterly basis, obtains report from Director of Internal Audit, on progress of the Internal Audit Department of the Company and presented it to the Board.
 
·  Causes and oversee special investigations as appropriate.
 
·  Performs of tasks associated with it’s the role requested by the Board.
 
·  At least twice per year, meets the company’s external auditor without the presence of members of the executive management.
 
 
IV.  Duties of Audit Committee
 
To fulfill its purpose, the main responsibilities of Audit Committee are as follows:
 
a) As regards internal control and reporting systems, the Audit Committee:
 
· monitors the financial reporting process and the integrity of the financial statements of the company.
 
· monitors any formal announcements relating to the company’s financial performance, and review significant financial reporting judgments contained in them.
 
· reviews the company’s internal financial controls and monitors the effectiveness of the company’s internal control and risk management systems. For this purpose, the Audit Committee reviews the company’s internal control and risk management on a periodic basis, in order to ensure that main risks are properly identified, managed and disclosed.
 
· reviews conflicts of interests in transactions of the company with related parties and submit relevant reports to the Board.
 
· reviews arrangements by which staff of the company may, in confidence, raise concerns about possible illegalities or improprieties in matters of financial reporting or other matters relating to the normal business of the company. The Audit Committee ensures that procedures are in place for the effective and independent investigation of such matters, and for appropriate follow - up action.
 
b) As regards the oversight of the internal audit function, the Audit Committee:
 
· should ensure the functioning of the internal control service according to international professional standards.
 
· determines and reviews the terms of reference of the Internal Audit Department of the company.
 
· monitors and examines the proper workings of the Internal Audit Department and reviews its quarterly audit report.
 
· ensures the independence of the function by proposing to the Board the appointment and removal of the head of the Internal Audit Department.
 
c) As regards the oversight of the external audit, the Audit Committee:
 
· make recommendations, via the Board, to the general meeting, in relation to the appointment, re - appointment and removal of the external auditor and approve the remuneration and terms of engagement of the external auditor.
 
· reviews and monitors the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant Greek professional and regulatory requirements.
 
· reviews and monitors the provision of additional services to the company by external auditors. For this purpose, the Audit Committee develops and implements a policy on the engagement of the external auditor to supply non - audit services, and should oversee the implementation of the policy.
 
 
V.  Functioning of Audit Committee
 
·  The Committee meets regularly, at least four times per year or one - off, where necessary, keep minutes of meetings and reports to the Board, if necessary.
 
·  Issues on the agenda are available to every committee member at least one week before the meeting. The relevant documents can be handled via email.
 
·  The Committee may invite to its meetings any officer or other person (employee, associate) it considers that may assist it in carrying out its work.
 
·  As secretary of the Audit Committee acts the Director of Internal Audit.
 
·  The Audit Committee may use the services of external consultants and, therefore, should be provided with an adequate budget for this purpose.