(Articles 19-27 of the Articles of Association)
Composition – Term of office: The Board of Directors (BoD) has from 5 to 7 members, which are elected by the Shareholders’ General Meeting for 5 years. It is constituted by the President, the Vice-president and the Managing Director(s); the same person may be President or Vice-President and Managing Director at the same time. The BoD may also elect its Secretary, who may, but does not have to, be a Director.
Competence: The BoD manages and represents the Company; it has the general competence to decide on every matter concerning the Company’s management, the pursuit of the objectives of the Company’s scope and the management of its assets, except for those matters falling under the exclusive jurisdiction of the Shareholders’ General Meeting.
Responsibility towards third parties: The actions of the BoD, even if these are not included in the company’s scope, are binding on the Company before third parties, except where it is proven that the third party involved was aware or should have been aware of this encroachment. Any limitations to the powers of the BoD by the Articles of Association or by a resolution of the General Meeting cannot be used against third parties acting in good faith, even if they have been subject to the publicity formalities.
Delegation of Powers: The BoD may assign in writing the exercising of all its powers and jurisdiction (except for those demanding collective action), as well as the Company’s representation, to one or more persons, Directors or not, while also determining the extent of this assignment.
Sessions: The BoD meets at the Company seat at least once per month, following an invitation by its President no less than two (2) business days prior to the meeting. If all Directors present consent, the BoD may also meet at a different location. The invitations should state the items of the agenda.
Quorum – Majority: There is a quorum when half of the Directors plus one are present or are represented, while at least 3 Directors have to attend in person. Directors who are unable to perform their duties may only be represented by another Director. Each Director may represent only one non-attending Director. In this case, such Director shall hold two (2) votes. Decisions are made in absolute majority of Directors who are present and of those being represented, except in the case of increase of the share capital.
Minutes: Minutes of the discussions and decisions are kept in a special book and signed by the Directors present at the meeting.
Prohibition of Competition: The company’s Managers and the Directors participating in company management may not take, without the permission of the General Meeting by profession on their own behalf or on behalf of third parties, any actions which are included in the objective pursued by the Company or to participate as Managers, Administrators or General Partners in companies pursuing such objectives.
Following the Chairman’s recommendation and after discussion, the BoD decides unanimously and delegates the exercise of its powers and responsibilities to the CEO of the Company.
Τhe CEO is provided with the power to bind the company by his signature under the business name, for any relationship, contract and transaction with any natural or legal entity of private and public law and any Bank Authority either at home or abroad and to represent the company, in the aforementioned way, before any public, municipal, administrative, judicial or other authority and all in all courts and for any commercial, judicial and extrajudicial relationship of the company.
Exceptionally, the BoD delegates CEO deputation to the Chairman of the Company who may sign any document regarding the achievement of the Company’s objectives in parallel with the powers of the CEO and only with his signature under the corporate seal.