The Audit Committee assists the Board of Directors in its duties related to the systematic oversight of the governance of the Company and its subsidiaries, the risk management, the audit of financial statements and the internal control practices. Specifically, the Audit Committee:

• is responsible for the process of selecting statutory auditors or audit firms and recommends the statutory auditors or audit firms to be appointed.
• reviews and monitors the independence of the statutory auditors or audit firms and in particular the appropriateness of the provision of non-audit services to the Company and its subsidiaries.
• monitors the statutory audit of the annual and consolidated financial statements and in particular the way it is conducted.
• monitors, reviews and evaluates the financial reporting process and makes recommendations or suggestions to ensure its integrity.
• informs the Board of Directors of the Company of the result of the statutory audit and explains how the statutory audit contributed to the quality and integrity of the financial reporting and what was the role of the Audit Committee in this process.
• monitors, reviews and evaluates the adequacy and effectiveness of the internal control, quality assurance, regulatory compliance and risk management systems of the Company and its subsidiaries.
• monitors, supervises, and evaluates the proper and effective functioning of the Internal Audit Department, in accordance with the professional standards, ensuring its independence.
• monitors and evaluates Management’s measures to prevent and deter fraud.

Internal Audit Division

The Internal Audit Division is an independent organizational unit that reports functionally to the Audit Committee and administratively to the CEO of ThPA S.A.

The Internal Audit Division comprises two autonomous and distinct functions, those of the Internal Audit Department and of the Compliance & Risk Management Office.

Internal Audit Department

The mission of the Internal Audit Department is to strengthen the ability of ThPA S.A. to create, protect, and sustain value by providing the Board of Directors, the Audit Committee, and Management with independent, risk-based, and objective assurance, advice, insight, and foresight.

The Internal Audit Department has in place and implements a Strategic Plan, a Charter and a Procedures’ Manual, which were approved by the Board of Directors, following the proposal of the Audit Committee and is responsible indicatively for:

• evaluating the adequacy and effectiveness of risk management and regulatory compliance processes, corporate governance, internal control and quality assurance systems, designed and implemented
• assessing the implementation of the Internal Rules of Operations of the Company
• informing the Audit Committee and Management about the results of the audits
• evaluating of the actions taken regarding the implementation of the recommendations to address the audit issues that have been identified
• providing advisory services to the Company.

The Internal Audit Department adheres to the mandatory elements of The Institute of Internal Auditors’ International Professional Practices Framework.

The Internal Audit Department has full access to all systems, books and data, to the premises and activities of the Company.

Compliance and Risk Management Office

The mission of the Compliance and Risk Management Office is to ensure the full and consistent compliance of ThPA S.A. with the applicable legal and regulatory framework, as well as the development, implementation, and supervision of effective risk management mechanisms.

The Compliance and Risk Management Office of the Company is responsible for:

• ensuring the Company’s adoption of a clearly defined position and a clearly defined risk-taking framework, which is in line with its business strategy, objectives, and values
• Management’s support in making strategic decisions by identifying, evaluating, communicating and addressing related corporate risks
• ensuring the implementation of the applicable regulatory framework, as well as the design, formulation and implementation of appropriate policies, regulations and procedures of the Company is in accordance with the above-mentioned applicable regulatory framework.

The Company has in place and implements Policies and Procedures’ Manuals for the Risk Management and Regulatory Compliance activities, approved by its Board of Directors.