Nomination and Remuneration Committee
The Committee for the Promotion of Nominations and Remuneration of the Company has been established in order to support the Board of Directors, in the fulfillment of its obligations to the shareholders, regarding the assurance that the nomination of candidates for the Board of Directors is done in a meritocratic and objective manner, smooth succession of its members as well as the top executives with the aim of the long-term success of the Company.
In the context of its role, the Nominations and Remuneration Committee identifies and proposes to the Board of Directors persons suitable for the acquisition of the status of a member of the Board of Directors, based on a procedure provided in its Rules of Procedure. For the selection of the candidates, it takes into account the factors and criteria determined by the Company, in accordance with the Suitability Policy that it adopts.
The Nominations and Remuneration Committee formulates proposals to the Board of Directors regarding the Remuneration Policy submitted for approval to the General Meeting (law 4548/2018, no. 112) and the remuneration of persons falling within the scope of the Remuneration Policy and executives of the Company, in particular the head of the internal control unit and examines the information included in the final draft of the annual salary report, providing its opinion to the Board of Directors before submitting the report to the General Meeting. The remuneration policies and practices adopted by the Company are characterized by fairness and responsibility and clearly link the performance of the Company with that of the individual.
In the context of its role, the Nomination and Remuneration Committee:
- Participates in the determination of the selection criteria and the procedures of promotion of the members of the Board of Directors.
- Submits proposals for the Diversity Policy including gender balance.
- Submits proposals to the Board of Directors for the nomination of its candidate members in the context of the approved Eligibility Policy.
- Carries out the process of determining and selecting candidate members of the Board of Directors within the approved Suitability Policy.
- Submits proposals to the Board of Directors for the revision of the Suitability Policy if required.
- Periodically evaluates the size and composition of the Board of Directors and submits proposals for consideration regarding its desired profile.
- Evaluates the existing balance of qualifications, knowledge, views, skills, experience related to corporate goals as well as between the sexes and based on this evaluation, describes the role and skills required to fill vacancies.
- Informs the Board of Directors about the results of the implementation of the Suitability Policy of the members of the Board of Directors and the taking of any measures in case of deviations.
- Examines the Annual Remuneration Report of the members of the Board of Directors.
- Submits proposals to the Board of Directors regarding the salaries of the members of the Board of Directors within the approved Remuneration Policy.
- Submits proposals to the Board of Directors for the revision of the Remuneration Policy if required.
- Informs the Board of Directors about the results of the implementation of the Remuneration Policy of the members of the Board of Directors and the taking of any measures in case of deviations.
- Submits proposals to the Board of Directors regarding the remuneration policy of the Directors of the Executive Committee and the Head of the Internal Audit Unit.
For the year 2022, the Nominations and Remuneration Committee met eight (8) times and the percentage of participation of its members in the meetings was 100%.
The operation of the Nominations and Remuneration Committee of the Board of Directors is described in detail in the Rules of Procedure of the Committee approved by the Board of Directors of the Company and posted on the Company's website (
http://www.fourlis.gr). The Nominations and Remuneration Committee uses any resources it deems appropriate to fulfill its purpose, including services by external consultants.
The current composition of the Nomination and Remuneration Committee is as follows:
- Nikolaos Lavidas, Chairman of the Committee, Independent Non Executive Member of the Board of Directors
- Stylianos Stefanou, Member of the Committee, Independent Vice Chairman of the Board of Directors, Independent Non Executive Member of the Board of Directors, Chairman of the Audit Committee
- Konstantinos Paikos, Member of the Committee, Independent Non Executive Member of the Board of Directors, with a proven track record in Information Technology, Information Security and Digital Transformation
Related Documentation:
Nomination and Remuneration Committee Charter
The participation rate in the meetings of the Nomination and Remuneration Committee per member