1. Preamble

The Audit Committee’s Regulation of Operation defines the purpose, composition, and term of office of its members, their duties, and responsibilities, as well as the functioning and decision-making process of the Audit Committee. The Audit Committee is established and operates in accordance with all applicable laws and regulations.

 

2. Review, Update and Compliance

This Regulation is included in the Company’s Manual of Internal Regulation and may be amended at any time by decision of the Board of Directors.

The Audit Committee shall regularly review the application of this Regulation and make proposals to the Board of Directors for any amendments it deems appropriate.

This Regulation, in its current version each time, is posted on the Company’s website.

 

3. Purpose of the Audit Committee

The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its supervisory role in relation to financial reporting, the internal control system and the Company’s compliance with the Legal and Regulatory Framework and the Internal Operating Regulation. In order to fulfil this purpose, the Audit Committee, on the basis of the resolutions of its meetings, makes verbal recommendations to the Board of Directors of the Company on the matters within the scope of its responsibilities, submitting to the Board of Directors drafted reports when deemed appropriate for fuller information of the members of the Board of Directors.

 

4. Structure of the Audit Committee

The term of office, number, remuneration and qualities of the members of the Audit Committee, as well as its composition (non-executive members of the Board of Directors and/or third persons elected by the General Meeting of Shareholders, independent of the Company in accordance with the provisions of Law 4706/2020), are matters that fall within the competence of the (ordinary or extraordinary) General Meeting of Shareholders of the Company, which makes the relevant decisions on them, in accordance with the applicable legislation.

The Chairman of the Audit Committee is appointed by its members and is an independent non-executive member.

Any member of the Audit Committee may resign by giving written or verbal notice of their intention to the Chairman of the Audit Committee, while at the same time notifying their resignation to the Chairman of the Board of Directors of the Company.

In the event of resignation, death, or loss of membership of the Audit Committee, who is a member of the Board of Directors of the Company, the Board of Directors shall appoint a new member from among its existing members to replace the one who has resigned, for the period until the expiry of their term of office. In the event of resignation, death or loss of membership of the Audit Committee, who is a third person (not a member of the Company’s Board of Directors), the Board of Directors shall appoint a third person as a temporary replacement, and the next General Meeting of the Company’s shareholders shall either appoint the same person as a member of the Audit Committee or elect another person for the period until the expiry of their term of office on the Audit Committee.

The Company shall post an announcement on the group’s website ”Hellenic Stock Exchanges – Athens Stock Exchange Holding Company Société Anonyme ” within twenty (20) days of the meeting of the Board of Directors or the General Meeting and shall submit to the Hellenic Capital Market Commission copies of the minutes of the meetings of its competent bodies (Board of Directors or General Meeting and Audit Committee), regarding the composition, staffing, and in particular the appointment, election or replacement, as well as the term of office of the members of the Audit Committee.

 

5. Staffing of the Audit Committee

The members of the Audit Committee as a whole must have sufficient knowledge of the shipping or/and tourism industry, as demonstrated by their professional background or/and theoretical training. At least one member, among its independent members, who has sufficient knowledge and experience in financial accounting or auditing (as demonstrated by his/her professional career or/and theoretical training) must attend the meetings of the Audit Committee which are mandatory to review the financial statements and the notes thereto prior to their approval by the Board of Directors.

 

6. Remuneration of the members of the Audit Committee

The members of the Audit Committee may receive remuneration, the determination of which is based mainly on the time required for their employment, the degree of their responsibility, their experience in the management of issues related to the responsibilities of the Audit Committee and the level of remuneration of the other members of the Board of Directors of the Company.

 

7. Duties and responsibilities of the Audit Committee

The duties and responsibilities of the Audit Committee include the following:

Organisation and evaluation of the Internal Audit System

• Reviews the composition and qualifications of the members of the Internal Audit Department.
• Recommends to the Board of Directors the appointment, transfer, dismissal, and remuneration of the staff of the Internal Audit Department.
• Monitors the progress of internal audit work.
• Reviews the findings of the internal audit and submits its opinion on them to the Board of Directors.
• Receives reports prepared by managers on the implementation of any actions decided by the Board of Directors to correct situations reported in the Internal Audit Department’s internal audit reports.
• Submits proposals to the Internal Audit Department for the conduct of ad hoc audits.
• Examines proposals for the revision of the Internal Operation Regulation and submits its opinion to the Board of Directors.
• Formulates proposals for the revision of the Internal Operation Regulation, informing the Board of Directors.
• Gives an opinion on the content of the Internal Audit Procedures Manual.
• Delivers an opinion on the Annual Audit Programme.
• Reviews the results of the audits on the Internal Control System.
• Examines the efficiency and effectiveness of the Internal Audit System.
• It evaluates proposals for the modification and improvement of the Internal Audit System and submits its opinion to the Board of Directors.
• Formulates proposals for the modification and improvement of the Internal Audit System, informing the Board of Directors.
• Monitors the implementation of corrective measures decided by the Board of Directors to address identified weaknesses in the Internal Control System.
• Reviews the nature and risk management of the Company and its affiliates. In this context, it evaluates the methods used by the Company to identify and address them through the internal control system and their disclosure in a legally compliant manner.

 

Evaluation of External Auditors and Evaluators

• It examines the independence of Audit Firms and Chartered Accountants Auditors.
• Evaluate the findings of the audit work of the Chartered Accountants Auditors, informing the Board of Directors of the conclusions of this evaluation, explaining the contribution of the mandatory audit to the integrity of financial reporting and the role of the Audit Committee in this process.
• Recommends to the Board of Directors proposals to be submitted to the General Meeting of Shareholders for the selection of Audit Firms and Chartered Accountants Auditors, the determination of their fees and their discharge.
• Monitors the progress of the mandatory audit of the individual and consolidated financial statements, focusing on its performance and informs the Board of Directors.
• Reviews the independence of the Corporate Governance System Evaluators.
• Evaluates the findings of the work of the Corporate Governance System Evaluators, informing the Board of Directors of its opinion on these (the findings).
• Introduces to the Board of Directors proposals for the selection of the Corporate Governance System Evaluators.
• Monitors the progress of the mandatory evaluation of the Corporate Governance System and informs the Board of Directors.

 

Evaluation of the mechanisms for the production and dissemination of financial information

• Monitors, reviews, and evaluates the process of preparing and disclosing financial information, informing the Board of Directors with its findings.
• Examines the most significant issues and risks that could have an impact on the individual and consolidated financial statements and the significant judgements and estimates made by management in preparing them.
• Reviews the individual and consolidated financial statements and the notes thereto before their approval by the Board of Directors.

 

8. Function of the Audit Committee

The Audit Committee shall meet whenever deemed appropriate by its Chairperson for the smooth performance of its duties. The Chairman of the Audit Committee shall be responsible for inviting the members of the Audit Committee to a meeting and shall decide on the items on the agenda and set the date and time of the meeting after consulting with the members. The invitation shall be communicated (by e-mail, telephone, or video call) to the members at least two (2) working days before the meeting. The invitation shall state the items on the agenda, the date, time, and place of the meeting. Agenda items and related documents shall normally be made available to each member at least two (2) working days before the meeting in paper or electronic form.

There is a quorum, and the Audit Committee is valid when at least two members are present, while participation by proxy is not allowed. Decisions shall be made by an absolute majority of the members present and, in the event of a tie, the Chairman of the Audit Committee shall have the casting vote.

Minutes of each meeting of the Audit Committee shall be drawn up by its Chairperson. The minutes shall be drawn up in Greek, in electronic form and need not be numbered. They shall be printed and signed by the members of the Audit Committee present at each meeting. They shall be entered in the Book of Minutes of the Audit Committee meetings on the basis of the date of each meeting. The Book of Minutes of the Audit Committee meetings, kept in hard copy, shall be kept in a secure place within the Company’s head office (registered office).

Alternatively, the Chairman of the Audit Committee may delegate the drafting of the minutes, after being informed of the content of the meetings, to an employee of the Company, who in this case will function as a secretary supporting the Audit Committee. The person acting as the Audit Committee support secretary will prepare the minutes, send them to the email addresses of the Audit Committee members and ensure that an email is received from each member of the Committee indicating agreement with what is stated in the minutes. The minutes and emails of the Committee members (which are equivalent to signatures of the Committee members), which in this case constitute the Audit Committee Meeting Minutes Book kept in electronic form, shall be stored on electronic media located within the Company’s head office (registered office).

In any case, the Chairman of the Audit Committee is responsible for the completion of all the aforementioned procedures for keeping the minutes. The minutes shall be made available to all members of the Audit Committee and the Board of Directors. Copies of these minutes may be issued by the Chairman of the Audit Committee and the Chairman of the Board of Directors of the Company.

The Audit Committee may invite to its meetings any member of the Board of Directors, any employee of the Company or any other person it deems appropriate to assist in its work.

Meetings of the Audit Committee with the physical presence of its members are held at the Company’s headquarters. Alternatively, the Audit Committee may meet by conference call using audio and video applications. In any case, the participation of an Audit Committee member in a meeting via visual or audio link will be considered valid.

The Audit Committee prepares and submits an Annual Report to the Annual General Meeting of the Company’s shareholders. The Annual Report of the Audit Committee is issued together with the Annual Financial Report of the Company, forming a separate part of its contents.

 

 

9. Performance indicators

In case the majority of the persons participating in the Audit Committee is also the majority of the persons participating in the Remuneration and Nomination Committee, the effectiveness of the Audit Committee’s operation is also assessed by the executive members of the Company’s Board of Directors. The following criteria are considered in the conduct of this evaluation:

• The estimated extent to which the Audit Committee has met the scope of its responsibilities as defined by its Operating Regulation, which is included in the Company’s Manual of Internal Regulation.
• The timeliness with which it informed the Board of Directors on matters related to its responsibilities.
• The reliability of the information provided by the Audit Committee to the Board of Directors, judged on the basis of a synthesis of the information provided by the executives and the information provided by auditing bodies independent of the Company.