In line with the decision of the Company’s General Meeting of Shareholders of 30/6/2021, the Audit Committee is a Board of Directors Committee comprised of non-executive members appointed by the Board of Directors in accordance with Article 44 of Law 4449/2017, as in force, whose term in office is the same as the Board’s term in office. It consists of three members overall, and in particular one non-executive member of the Board and two independent non-executive members.
The line-up of the Audit Committee is as follows:
Chairman, Ioannis K. Tsoumas (independent non-executive member of the Board)
Member, Adamantini K. Lazari (independent non-executive member of the Board)
Member, Petros K. Souretis (non-executive member of the Board)
INTERNAL AUDIT DIVISION
Mission of the Internal Audit Division
The Company has an Internal Audit Division whose purpose is to provide objective assurance and consulting services designed to add value and improve the Company’s operations.
Through its work, the Internal Audit Division helps the Company achieve its objectives by adopting a systematic, professional approach to evaluating and improving the effectiveness of risk management procedures, Internal Control Systems and corporate governance, with the main objective of providing shareholders with reasonable assurance about the Company’s business objectives.
Operation of the Internal Audit Division
The head of the Internal Audit unit is appointed by the Company’s Board of Directors on a proposal from the audit committee and reports in administrative terms to the CEO and in operational terms to the Audit Committee.
The head of the Internal Audit unit submits an annual audit schedule to the Audit Committee. The annual audit schedule is prepared following the company’s Risk Assessment, after first having taken the opinion of the Audit Committee into consideration.
Company Management provides the Internal Audit Division with all information and data necessary to carry out its work and collaborates with it both during auditing and in implementing the improvement proposals submitted.
The Internal Audit Division is responsible for fully safeguarding the confidentiality of data and privacy in general.
In order to carry out the work of the Internal Audit unit, the Auditors enjoy access to any and all organisational departments of the Company, and are able to obtain any information required for the performance of their duties.
The Internal Audit Division is staffed so as to provide assurance to the Audit Committee that the technical skill and educational background of the Internal Auditors are suitable for the audits to be carried out.
In full cooperation with the Audit Committee, the Internal Audit Manager lays down suitable training and professional experience criteria to cover the posts of Internal Auditors, and places suitable emphasis on the range of work and level of responsibility of each Auditor.
Competences of the Internal Audit Division
The Internal Audit Division monitors, checks and evaluates:
– implementation of the rules of procedure and the Internal Audit System, with particular regard to the adequacy and correctness of the financial and non-financial reporting provided, risk management, regulatory compliance and the corporate governance code adopted by the Company;
– the quality assurance mechanisms;
– It records, critically reviews and checks the Company’s Internal Audit System (3 levels of defence)
– It audits the legitimacy of remuneration and all manner of benefits paid to members of management in relatiIt identifies and evaluates possible operational risks in good time.on to decisions of the competent company bodies.
– It audits Company relations and transactions with related parties
– It identifies and evaluates possible operational risks in good time.
– It confirms the effective and efficient use of available resources.
– It monitors implementation and continuous compliance with Company bylaws laid down by the Board of Directors in its bylaws and Articles of Association, and the legislation in general relating to the Company and in particular the stock exchange legislation and the legislation on societes anonymes.
– It monitors compliance with the commitments found in the Company’s prospectuses and business plans concerning the use of funds raised from the regulated market.
This approach follows the Risk-Based Internal Auditing (RBIA) methodology. This methodology ties Internal Auditing to the Company’s business risk management framework, allowing management to provide objective, reasonable assurances that management procedures provide assurances against those risks.
The Internal Audit Division prepares reports to the units audited with findings about the risks deriving from them and proposals for improvement.
The aforesaid reports, following incorporation of the relevant views expressed by the audited departments, the actions agreed upon, or their acceptance of the risk of taking no action, the final Internal Audit proposals and the results of the response of the Company’s audited departments to its proposals are submitted to the Audit Committee on a quarterly basis.
Intracom’s Internal Audit Division performs its duties in line with the Institute of Internal Auditors’ Code of Conduct which means that it is governed by the principles of Independence, Objectivity and Confidentiality. In addition, it acts in full compliance with the international Standards for the Professional Practice of Internal Auditing, as well as with the Company’s own policies and procedures.
Remuneration and Nominations Committee
The Company’s Remuneration and Nominations Committee consists of four non-executive members of the Board of Directors, tree of whom are independent.
The line-up of the Remuneration and Nominations Committee is as follows:
Chairman, Adamantini K. Lazari (independent non-executive member of the Board)
Member, Dionisia D. Xirokosta (independent non-executive member of the Board)
Member, Ioannis K. Tsoumas (independent non-executive member of the Board)
Member, Ioannis Michael P. Mavrofrydis (non-executive member of the Board)