ThPA S.A. (“Company”) announces that, following the decisions of the Ordinary General Meeting of the shareholders on 23/06/2021 and consequently, the convention of the Meeting on 12/07/2021 having as agenda the election of the new Board of Directors, a BOD Meeting was also convened the same day, 12/07/2021, during which the new Board of Directors was constituted into a body with a term until 12/07/2026, as follows:
1. Athanasios Liagkos son of Eleftherios, executive member, Executive Chairman of the BoD,
2. Laurent Martens son of Andre, non-executive member, Vice Chairman of the BoD,
3. Franco Nicola Cupolo son of Giuseppe, executive member, Managing Director, maintaining the position of Chief Executive Officer (CEO),
4. Artur Davidian son of Eduard, executive member, maintaining the position of Chief Investments Officer,
5. FU Baiqiao (Leon) son of Jinlong, non-executive member,
6. Angelos Vlachos son of Fotios, non-executive member,
7. Panagiotis Michalopoulos son of Angelos, independent, non-executive member,
8. Angeliki Samara daughter of Dimitrios, independent, non-executive member,
9. Eirini Chadiari daughter of Sotiri, independent, non-executive member,
Subsequently, the new Board of Directors after evaluating the candidate members of the new Audit Committee, after thoroughly examining and ascertaining the fulfillment and after examining and ascertaining the fulfillment of the criteria of article 44 of Law 4449/2017 and the criteria of independence of articles 4 par. 1 of Law 3016/2002 and article 9 par. 1 & 2 of Law 4706/2020 valid from 17/7/2021 thereon, elected the new Audit Committee of ThPA S.A., according to the Company’s Articles of Association (no.12, 7§6), which constitutes a Committee of the Board of Directors and consists of three (3) non-executive members of the Board of Directors, of which two (2) independent members (under the meaning of article 4 of Law 3016/2002 and article 9 par. 1 & 2 of L.4706/2020, valid from 17/7/2021 thereon) and one (1) non-executive, with term until 23/06/2023, and specifically by:
1. Panagiotis Michalopoulos son of Angelos, independent, non-executive member,
2. Angeliki Samara daughter of Dimitrios, independent, non-executive member,
3. Angelos Vlachos son of Fotios, non-executive member.
– All members of the Audit Committee possess sufficient knowledge of the sector in which the Company operates, as Mr. Michalopoulos and Mr. Vlachos due to their previous professional experience and their participation in the previous Audit Committee of the Company, as well as their participation in the Board of Directors’ Meetings of the Company, acquired, in the exercise of their duties and the communication they established with the individual Departments and Divisions of the Company, clear and sufficient knowledge of the business environment and its operating conditions, while Mrs. Samara – due to the wider professional of her experience and capacity as Assistant Professor of Accounting in the Department of Accounting and Finance of the School of Business Administration of the University of Macedonia and as a member of the Quality Control Board (SPE) of the Accounting Standardization and Auditing Committee (ELTE) and the Quality Control Committee (CQC) of SOEL – can fully understand the way of organization and operation of the Company.
– The criterion of sufficient knowledge and experience in auditing or accounting is met, provenly, (a) in the person of Mr. Panagiotis Michalopoulos, given his business activity as well as his service in organizations in senior management positions of responsibility, even as Deputy Director and Vice President of the BoD of the Special Cancer Hospital “Metaxa” in Piraeus from 17/10/2011 to 27/12/2013, having extensive experience in the preparation and control of financial statements, as well as (b) Mrs. Angeliki Samara, given that she is an Assistant Professor of Accounting in the Department of Accounting and Finance of the School of Business Administration of the University of Macedonia, member of the Quality Control Board (QCB) of the Accounting Standardization and Auditing Committee (ELTE) and the Quality Control Committee (QCQ) of SOEL, Chairman of the Examination Committee of SOEL for the conduct of professional examinations; she is also certified by the Body of Certified Public Accountants (CPA) and has extensive experience in the field of accounting and supervision of financial reporting and auditing.
– The conditions and criteria of independence imposed by the current regulatory framework (article 4 par. 1 of law 3016/2002 valid until 17/07/2021 and article 9 par. 1 and 2 of law 4706/2020) are met in the person of: 1) Mr. Panagiotis Michalopoulos son of Angelos and 2) Mrs. Angeliki Samara daughter of Dimitrios, since the above persons:
(a) do not hold directly or indirectly a percentage of voting rights greater than 0,5% of the Company’s share capital, and
(b) are free from any financial, business, family or other dependent relationship which may affect their decisions and their independent and objective judgment.
The CVs of the members of the Audit Committee are posted on the Website of the Company (https://www.thpa.gr/index.php/en/olth/2014-01-04-22-57-18/board-of-directors) for the purpose of complete, adequate and appropriate information of the shareholders of the Company, as well as the investing public.
Following the above decision of the BoD of 12/7/2021, the Audit Committee convened on 12/7/2021 and was constituted in a body as follows:
1. Panagiotis Michalopoulos, son of Angelos, independent non-executive member of the Board, Chairman of the Audit Committee.
2. Angeliki Samara daughter of Dimitrios, independent non-executive member of the Board, Member of the Audit Committee.
3. Angelos Vlachos son of Fotios, non-executive member of the Board, Member of the Audit Committee.
The Chairman of the Audit Committee is an independent, non-executive member of the Board, under the meaning of article 4 par. 1 of law 3016/2002, which remains in force until 17/07/2021, as well as under the meaning of article 9 par. 1 and 2 of law 4706/2020, valid from 17/7/2021 thereon.
The Company announces that, after the decisions of the Ordinary General Meeting of its shareholders from 23/06/2021 and the postponed General Meeting as of 12/07/2021 regarding the election of a new Board of Directors, the same day followed, on 12/07/2021, meeting of the newly elected Board of Directors, during which the new composition of the Remuneration Committee of the Company was decided (initially established by the decision of the Board of Directors dated 30/1/2019), according to the article 11 Law 4706/2020, consisting of three (3) non-executive members of the BoD of which the two independent non-executive members of the Board, under the meaning of art. 9 Law 4706/2020, and the election as members of the Remuneration Committee of Mr. Panagiotis Michalopoulos, independent non-executive member of the Board, Mr. Laurent Martens, non-executive member of the Board and Mrs. Eirini Chadiari, an independent non-executive member of the Board. The tenure of the Remuneration Committee is defined to five years, that is from 12/07/2021 to 12/07/2026.
Following the above decision of the BoD of 12/7/2021, the Remuneration Committee convened and formed into a body as follows:
1. Panagiotis Michalopoulos, independent non-executive member, as Chairman of the Remuneration Committee.
2. Laurent Martens, non-executive member, Member of the Remuneration Committee.
3. Eirini Chadiari, independent non-executive, Member of the Remuneration Committee.
During the above meeting of the BoD of 12/7/2021, it was decided to establish a Nominations Committee, according to article 12 of Law 4706/2020, and its composition was determined, consisting of three (3) non-executive members of the BoD of which the two independent non-executive members of the BoD, within the meaning of art. 9 Law 4706/2020. It was also decided to elect as members of the Nominations Committee Mrs. Angeliki Samara, an independent non-executive member of the BoD, Mr. Angelos Vlachos, a non-executive member of the BoD and Mrs. Eirini Chadiari, an independent non-executive member of the BoD. The tenure of the Nominations Committee is defined to five years, that is from 12/07/2021 to 12/07/2026.
Following the above decision of the BoD of 12/7/2021, the Nominations Committee was appointed and formed in a body as follows:
1. Angeliki Samara, independent non-executive member, as Chairman Nominations Committee
2. Angelos Vlachos, non-executive member, Member of the Nominations Committee
3. Eirini Chadiari, independent non-executive, Member of the Nominations Committee
The CVs of the members of the Nominations Committee are posted on the Website of the Company(https://www.thpa.gr/index.php/en/olth/2014-01-04-22-57-18/board-of-directors) for the purpose of complete, adequate and appropriate information of both the shareholders of the Company as well as the investing public.
