Corporate Governance

Audit Committee

The function of the Board of Directors of FOURLIS HOLDINGS S.A. is supported by its Audit Committee.

The Audit Committee is appointed by the General Assembly of shareholders (Article 37 of Law 3693/2008). The main responsibilities of the Audit Committee are the following:

• Monitoring the financial reporting process and credibility of financial statements,
• Supervision of any formal announcement regarding the financial performance of the Company and examination of key points of financial statements which contain significant judgments and estimations in terms of management,
• Monitoring the effectiveness of internal control and risk management systems, and monitoring the proper working of the internal audit function,
• Ensuring the independence of internal audit and evaluation of the head of internal audit,
• Examining cases of interest conflicts during transactions of the Company and its subsidiaries with related parties and submitting such reports to the board,
• Monitoring the progress of statutory audit of separate and consolidated financial statements,
• Reviewing and monitoring issues related to the existence and maintenance of objectivity and independence of the external auditor, especially regarding the supply of non-auditing services by the statutory auditor or the audit firm. Objectivity and independence of external auditor in cases of providing non auditing services is secured by strict delimitation and extremely limited use of services provided by auditors not participating in the regular audit of the Group’s companies.

The function of the Audit Committee is detailed in the Corporate Governance Code and the Audit Committee Charter approved by the Board. The Audit Committee since its inception (early 2003) and by the end of 2015 held 50 meetings (4 meetings/year). Each regular meeting of the year 2015 was attended by Executives of the Financial Department of the Company and by the external auditors of the company. The minutes of the Audit Committee are distributed and approved in the next meeting of the BoD.

Related Documentation:

Audit Committee Charter

Nomination and Remuneration Committee

The function of the Board of Directors of FOURLIS HOLDINGS S.A. is supported by its Nomination and Remuneration Committee.

The main responsibility of the Nomination and Remuneration Committee is to lead the procedure of submission of nominations for the election of Board and submits proposals to the Board of Directors their remuneration. The annual ordinary meeting of the Nomination and Remuneration Committee is held in October of every year before the configuration of budget of the next year. The minutes of the Nomination and Remuneration Committee are distributed and approved in the next meeting of the BoD.

The Nomination and Remuneration Committee is responsible for:

• Proposal submissions to the Board of Directors concerning the remuneration of each individual executive Board Member, including bonuses, incentive payments and share options. 
• Reviewing and making proposals to the Board of Directors on the total annual package of variable (beyond salary) compensation in the Company. 
• Reviewing and proposing to the Board of Directors (and, via the Board of Directors, the General Assembly of shareholders, when required) on the stock option and/ or share award programs. 
• Proposing targets for performance – related compensation or targets related to stock-options or granting of shares. 
• Reviewing regularly the salary of executive Board Members and other contractual terms, including severance payments and pension arrangements. 
• Submitting proposals to the Board on any business policy related to remuneration. 
• Reviewing the annual remuneration report. 

The function of the Nomination and Remuneration Committee of the Board of Directors is detailed in the Charter of the Committee approved by the Board of Directors and posted on the web site of the Company.

Related Documentation:

Nomination and Remuneration Committee Charter