«REMUNERATION REPORT OF THE BOARD OF DIRECTORS OF KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A. FOR THE FISCAL YEAR 2020»
Α. Introduction
This remuneration report (hereinafter referred to as the “Report”) was prepared by the Board of Directors of ” KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A.” (hereinafter the “Company”) in accordance with article 112 of Law 4548/2018. The content of the Report is a comprehensive overview of the total salaries of the members of the Board of Directors for the year 2020 (defined as the period from 1/1/2020 to 31/12/2020). The total of the components of these remunerations is regulated by the Remuneration Policy of the members of the Board of Directors which was approved by the Annual Ordinary General Meeting of the Company’s shareholders of July 29, 2020.
This Report for the year 2020 will be submitted for discussion at the Annual Ordinary General Meeting of the Company’s shareholders, which will be held on September 1st 2021 as a separate item on the agenda and will then be made available to the public on the Company’s website address www.kiriacoulis.com, for a period of at least ten years.
Β. Presentation of Remuneration of the members of the Board of Directors
The Board of Directors of the Company consisted throughout the fiscal year 2020 of the persons of the following table:
| (1) | (2) | (3) |
| Name – Surname | Position | Capacity |
| Theofanis S. Kiriacoulis | President & Managing Director | Executive |
| Spiridon S. Kiriacoulis | Vice-President | Executive |
| Hariklia D. Theodorou | Member | Non-executive |
| Aggelos A. Kopitsas | Member | Independent non-executive board |
| Nikitas K. Sotiropoulos | Member | Independent non-executive board |
| Zoe D. Vassiliou | Member | Independent non-executive board |
| Kalliopi S. Magoula | Member | Independent non-executive board |
According to the approved Remuneration Policy of the members of the Board of Directors, the executive members of the Board of Directors Theofanis Kiriacoulis and Spiridon Kiriacoulis, who at the same time are shareholders of the Company and don’t have an employment contract with it, will receive a lump sum of up to 50,000 € each in case of non-payment of dividend by the Company, for their services as executive members of the BoD and as legal representatives of the company.
Furthermore, the above General Meeting of 29.07.2020 decided not to distribute a dividend from the profits of the year 2019 and approved the payment to the executive members of the Board. Mr. Theofanis Kiriacoulis and Spiridon Kiriacoulis one-time annual salary of fifty thousand euros (50,000) in each of them until the end of the fiscal year 2020. After that, the executive members of the BoD of the Company Theofanis Kiriacoulis and Spiridon Kiriacoulis, with the position, during the year 2020, of Chairman of the Board / Chief Executive Officer and Vice Chairman of the BoD respectively, a remuneration of fifty thousand euros (50,000) was paid to each of them for the service of their executive duties during the fiscal year 2020. Remuneration and benefits of a different nature paid to members of the Board of Directors or to third parties in favor of them within the same fiscal year were, on the whole, of a fixed nature.
The total remuneration of each member of the Company’s Board of Directors for the year 2020 are presented on the following table:
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | |
| Name – Surname |
Remuneration of the Executive members of the BoD
(in euro) |
Salaries
(in euro) |
Mobile services expenses
(in euro) |
Insurance expenses
(in euro) |
Car usage expenses
(in euro) |
Total benefits
(in euro)
(3)+(4)+(5) |
Total Remuneration
(in euro) (1)+(2)+(6) |
| Theofanis S. Kiriacoulis | 50.000 | 680 | 2.171 | 4.689 | 7.539 | 57.539 | |
| Spiridon S. Kiriacoulis | 50.000 | 0 | 50.000 | ||||
| Hariklia D. Theodorou | 29.452 | 8.395 | 8.395 | 37.847 | |||
| Aggelos A. Kopitsas | 0 | ||||||
| Nikitas K. Sotiropoulos | 0 | ||||||
| Zoe D. Vassiliou | 0 | ||||||
| Kalliopi S. Magoula | 0 | ||||||
| Total | 100.000 | 29.452 | 680 | 10.566 | 4.689 | 15.934 | 145.386 |
Regarding with the amounts included in the above table, the following should be mentioned:
- Column (1): The executive members of the BoD of the Company Theofanis Kiriacoulis and Spiridon Kiriacoulis, with the position, during the year 2020, of Chairman of the Board / Chief Executive Officer and Vice Chairman of the BoD respectively, a remuneration of fifty thousand euros (50,000) was paid to each pursuant to the Remuneration Policy of the members of the Board of Directors which was approved by the Annual Ordinary General Meeting of the Company’s shareholders of July 29, 2020.
- Column (2): Hariklia Theodorou, non-executive member of the Board of Directors, is associated (since 1/2/1997) with the Company with an employment contract of indefinite duration, receiving a salary for her employment as Accountant. For all issues related to the specific employment contract, such as pay, working hours, leave, training, evaluation, retirement, the provisions of the Human Resources Management Policy are applied, which, taking into account the current labor legislation., is included in the Internal Operating Regulations of the Company. The amount listed in the table (€ 29,452) refers to the total annual value of the gross salaries of this member, ie the total amount paid on a regular basis before deducting the legal insurance deductions, the personal income tax and the solidarity contribution.
- Column (3): The amount of € 680 concerning Mr. Theofanis Kiriacoulis, Chairman and Managing Director of the Board of Directors, refers to mobile service fees.
- Column (4): The amount of € 2,171 concerns the insurance of Mr. Theofanis Kiriacoulis, Chairman and Managing Director of the Board of Directors, in the Unified Social Security Institution, which is a mandatory basis of article 25 paragraph 9 of Law 3846/2010, according to the interpretation of which the members of the Board of Directors of a public limited company and the managers of limited liability companies with a percentage of direct and / or indirect participation of at least 3% have an obligation of a public insurance body. The Company from September 2014 undertook the coverage of the relevant obligation to the insurance company, considering its amount as a benefit. Finally, the amount of € 8,395 relates to employer contributions generated by the employment contract with which Mrs. Hariklia Theodorou, non-executive member of the Board of Directors, is associated with the Company, which are calculated in accordance with the provisions of labour law.
- 5. Column (5): The amount of € 4.689 concerns the costs of using the Company’s privately owned car by Mr. Theofanis Kiriacoulis, Chairman and CEO of the Board of Directors. The costs of this provision include depreciation, maintenance and repair costs, circulation tax, insurance premiums and car fuel with the relevant amounts which borne Company’s results for year 2020.
- Timeless Comparative Analysis
The following table presents the course of the total remuneration of the members of the Board of Directors, the arithmetic mean of the gross remuneration of the full-time employees of the Company (excluding the gross remuneration of the executives who are also members of the Board of Directors) and of the results after taxes of the Company (financial size selected as a criterion of performance of the Company, as stated in the published Statements of Comprehensive Income of the presented fiscal years), during the last five years:
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | |
| Financial Year |
Total Remuneration
(in euro) |
Percentage change
(%) |
Average of employees’ remuneration except executives (in euro) |
Percentage change
(%) |
Gains & losses after tax
(in euro) |
Percentage change
(%) |
|
| 2016 | 51.954 | 1,93% | 15.310 | -15,35% | 212.305 | 249,37% | |
| 2017 | 48.433 | -6,78% | 21.339 | 28,25% | 167.966 | -20,88% | |
| 2018 | 44.712 | -7,68% | 21.605 | 1,23% | 170.535 | 1,53% | |
| 2019 | 45.402 | 1,54% | 19.551 | -10,51% | 93.754 | -45,02% | |
| 2020 | 86.312 | 90,10% | 18.922 | -3,22% | -2.003.250 |
D.1. Other Issues
The results for the year 2019 of the subsidiary KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING SOLE SHAREHOLDER CO. LTD were charged with the following amounts:
- The amount of € 673 concerning Mr. Spiridonas Kiriacoulis, Manager of the subsidiary, refers to mobile telephony services fees.
- The amount of € 2.170 concerns the insurance of Mr. Spiridonas Kiriacoulis, Manager of the subsidiary, in the Single Social Security Entity, which is a mandatory basis of article 25 paragraph 9 of Law 3846/2010. Since September 2014, the subsidiary undertook to cover the relevant obligation to the insurance entity, considering its amount as a benefit.
- The amount of € 13.469 concerns the expenses of using the privately owned car of the subsidiary by Mr. Spiridonas Kiriacoulis, Manager of the subsidiary. The costs of this benefit include depreciation, maintenance and repair costs, circulation tax, insurance premiums and car.
- The amount of € 649 concerning Mrs. Hariklia Theodorou, who is responsible for the preparation of the financial statements of the subsidiary, refers to mobile phone service fees.
D.2. Number of shares and options for shares that have been granted or offered to the members of the Board of Directors of the Company and main conditions for exercising the rights, as well as any change on them.
In accordance with the approved Remuneration Policy of the members of the Board of Directors, there is the possibility of establishing a program for the distribution of shares to the independent non-executive members of the Board of Directors in the form of an option to acquire shares. During the fiscal year 2020, no new or old program of distribution of shares to the independent non-executive members of the Board of Directors of this form was in force.
D.3. Exercised options by members of the Board of Directors in the framework of the Company’s share distribution programs.
There is no such case (see D.2).
D.4. Information on the use of the recovery possibility by the Company of variable remuneration paid to members of the Board of Directors.
According to the approved Remuneration Policy of the members of the Board of Directors, there is no such remuneration.
D.5. Derogations from the application of the approved Remuneration Policy of the members of the Board of Directors of the Company.
All financial remuneration of members of the Board of Directors for the year 2020 are fully in line with the Remuneration Policy of the members of the Board of Directors which was approved by the Annual Ordinary General Meeting of the Company’s shareholders on July 29, 2020.
D.6 Information regarding the result of the advisory vote of the Ordinary General Meeting dated 29.07.2020, pursuant to paragraph 3 of article 112 of Law 4548/2018.
During the preparation of this Report, the result of the voting of the shareholders at the Ordinary General Meeting of 29.7.2020 was taken into account, as there was a positive vote on the Report for the year 2019, ie by 100% of the shares and votes present (4,882,869 shares and votes on an equal number of attendees) and with a quorum of 64.29% (ie 4,882,869 shares and votes out of a total of 7,595,160).
