Other Committees may be established by decisions of the Board of Directors of the Company with competences to be determined by the Board of Directors and shall be composed of members and/or non-members of the Board of Directors.
Board of Directors
The Board of Directors is the supreme governing body of the company which formulates primarily its development strategy and policy, as well as supervises and exercises control over the management of its property. The Board of Directors approves, upon recommendation of the Chief Executive Officer: a) the Strategic Plan, which determines the strategic goals for the attainment of the purpose of the company, b) the Business Plan of the company of a duration of three (3) to five (5) years, which specifies the goals of the Strategic Plan for each year of its duration, c) the methods for the implementation of the Strategic Plan and the Business Plan for each year of their duration. The Board of Directors also follows up the implementation of both the Strategic and the Business Plan.
The Board of Directors represents the Company and is vested with unlimited authority to decide on any act and to exercise full power concerning the administration of the Company, the management of its property and in general the fulfillment of its object, except for those issues which either by law or by the present Articles of Incorporation, expressly fall within the jurisdiction of the General Meeting. It approves, upon recommendation of the Chief Executive Officer, the annual budget of the company, prepares, approves and submits to the General Meeting for approval the annual financial statements of the Company and prepares and submits to the General Meeting the annual report. Moreover, the Board of Directors, upon recommendation of the Nomination, Remuneration and Recruitment Committee, approves the recruitment policy of the Company, pursuant to the relevant legislation as applicable each time.
The Board of Directors decides upon the recommendation of the Chief Executive Officer on: a) the establishment of positions of Deputy Chief Executive Officers, as well as on their number and their responsibilities, b) for the establishment of Group Functions with group responsibilities, reporting to the Chief Executive Officer, and in general, it performs all responsibilities provided for in Law and the PPC Articles of Incorporation.
Composition of the Board of Directors
The composition and the term of office of the Board of Directors (BoD) are defined in article 9 of the Company’ s Article of Incorporation and specifically:
The Board of Directors (or “BoD”) consists of eleven (11) members divided into executive and non-executive members and elected for a three-year term of office, at least five (5) of whom shall be independent non-executive members. In order to ensure continuity in the administration of the corporate affairs and the representation of the company, the term of office of each member may be extended ipso jure until the first Ordinary General Meeting to be held after the expiration of its term.
The members of the Board of Directors may in any case be re-elected and may at any time be revoked by the General Meeting of the Shareholders.
The participation of independent and/or non-executive members to the Board of Directors shall not exceed three consecutive terms, namely nine (9) years in total.
The number of the non-executive members of the Board linked by any type of employment relation to the company or to any of its associated companies cannot exceed three (3) out of the total number of its members.
The Board of Directors consists of eleven (11) members, including the Chief Executive Officer, elected by the General Meeting of the Shareholders of the Company, based on the Suitability Policy of the company, as in force each time and posted on the company’s website, which includes the Conflict of Interest Policy and the rules for safeguarding diversity on the Board of Directors in terms of gender, age, representation of shareholders, and educational/professional background. The Board of Directors shall elect from among the said members its Chairman and Vice Chairman, pursuant to article 14 of the Articles of Incorporation of the Company.
Chief Executive Officer
The Chief Executive Officer of the company is elected by the General Meeting of shareholders for a three-year term of office and is the highest-ranking executive officer of the Company.
The Chief Executive Officer is at the head of all the services thereof, conduct their activities, decide, within the scope of the Articles of Incorporation of the Company and the relevant decisions of the Board of Directors, on the further organization of the company, including the selection of executives of any ranking, make the necessary decisions pursuant to the provisions governing the operation of the company, the approved plans and budgets, the Strategic Plan (S.P.), the Business Plan (B.P.) and the terms of the Management Contract that he has entered into with the Company pursuant to Article 16 of the Articles of Incorporation of the Company. The Chief Executive Officer represents the Company within the limits of his duties subject to the Articles of Incorporation or the decisions of the Board of Directors and may authorize or empower other persons, members of the Board or low-ranking or high-ranking executives of the Company, as well as any kind of PPC employees, to represent him.
The Chief Executive Officer, further to his duties by virtue of other provisions of the Articles of Incorporation and the duties delegated to him by the Board of Directors upon its decisions, has the following duties:
(a) Submit to the Board of Directors of the Company the proposals and recommendations required for the attainment of the Company’s objects, as specified in the Strategic Plan and the Business Plan.
(b) Make decisions on the awarding of contracts of a value to be determined on each occasion by decision of the Board of Directors.
Executive Committee
Pursuant to article 18a of the Articles of Incorporation the Company has an Executive Committee (EC) composed of the Chief Executive Officer who acts as its Chairman, the Deputy Chief Executive Officers if any, and the Group Chief Officers. The General Counsel of the company may attend its meetings at the discretion of the Chief Executive Officer.
Competence of the Executive Committee (Article 18a of the Articles of Incorporation)
The EC operates in accordance with the decisions of the Board of Directors, ensuring the necessary collective handling of administrative and operational issues of the company, as well as the consistency in its operation. Within this framework, the EC is responsible for important matters concerning inter alia the productivity, the performance of the company’s units, the organization and operation of the Group activities, as well as for the budget and the Strategic and the Business Planning. The EC shapes the policy for the selection of the high-ranking executives of the Group’s subsidiary companies.
The EC operates in accordance with its Rules of Procedure, as approved by the Board of Directors upon recommendation of the Chief Executive Officer.