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•
it covers the adequate representation per gender exceeding the minimum provisions of Law 4706/2020 and
the Suitability Policy of the Company's Board of Directors, as three (3) women participate out of a total of
nine (9) members, i.e. the participation of the female gender amounts to 33.33%.
•
the legal criteria of independence are met by not less than 1/3 of the total number of BOD members three
(3) out of a total of nine (9) members] and in particular by: Panagiotis Michalopoulos, Angeliki Samara and
Eirini Chadiari-Gkiala, who meet the criteria of independence in accordance with article 9 of Law 4706/2020,
as: (a) they do not directly or indirectly hold more than 0.5% of the Company's share capital and (b) they
are free from any financial, business, family or other kind of dependency relationship, which may affect
their decisions and their independent and objective judgment,
•
all the members of the Board of Directors have the appropriate experience, sufficient knowledge, skills,
independence of judgment, integrity and good reputation, have no impediments and do not lack suitability
in accordance with the approved Suitability Policy and the applicable regulatory and normative framework
of the Company, while their existing professional commitments to other companies do not affect their ability
to deal effectively with the Company's issues, and none of them is member in a Board of Directors of more
than three (3) listed companies,
•
the nine-member (9) composition covers the proper and effective exercise of the Company's duties and
responsibilities, reflects the Company's size, organization, and mode of operation; also, the BOD members
cover a wide range of knowledge, skills, qualifications and marketing, which cover the expertise related to
each business activity of ThPA SA and the main risks associated with it, strategic planning, financial reports,
compliance with the regulatory and normative framework, corporate governance issues, ability to identify
and manage risks and impacts of the technology on the company.
The assessment of the skills and experience of each member of the Board of Directors, as well as of the Board
of Directors collectively, is carried out and the verification of the suitability of its members, as well as the
independence of the independent members is examined whenever there is a change in the composition of the
Board of Directors.
Evaluation of BOD Members and Committees
The main duty and purpose of the Nomination Committee is to assist the Board of Directors. This is achieved
through assessing the suitability of its members and by evaluating their performance and maintaining their
suitability.
In line with the applicable regulation, the Nomination Committee evaluates the individual and collective
performance and suitability of the BoD members on an annual basis. The members’ status (executive, non-
executive, independent non-executive), their participation in committees, the assumption of special
responsibilities/projects, their time commitment, their behavior, as well as the utilization of knowledge and
experience, are the criteria for their individual evaluation. Similarly, for collective evaluation, factors such as
composition, diversity, and effective collaboration of the BoD members in fulfilling their duties are taken into
account.
At the closure of the financial statements of the fiscal year 2023, the Nomination Committee, within the
framework of its duties, provided support to the Board of Directors by preparing an evaluation report of its
members and informing them accordingly. Specifically, the evaluation included:
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The functioning of the Board of Directors and its Committees as collective bodies,
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The individual and collective suitability of the members of the Board of Directors and its Committees,