BoD 9.4.2012
ABSTRACT OF MINUTES
OF THE 1st /9.4.2012 MEETING OF THE BOARD OF DIRECTORS
Subject: Formation of the Board of Directors in body.
Representation of HEDNO S.A. – Assignment of competences.
The Board of Directors decided:
the formation of the Company Board of Directors in body, the appointment of Mr. Athanasios Safakas as Chairman of the Board of Directors as well as the election of Mr. Georgios Kollias as CEO.
The composition of the Board of Directors is formed as follows:
1. Athanasios Safakas of Nikolaos, Chairman of the Board of Directors, Executive Member.
2. Georgios Kollias of Athanasios, CEO, Executive Member.
3. Ioannis Tsolas of Evaggelos, Non Executive Member .
4. Georgios Liakopoulos of Ioannis, Non Executive Member .
5. Iraklis Menegatos of Panagis, Non Executive Member .
6. Kyriakos Kapsalis of Georgios, Non Executive Member .
Also, the Board of Directors assigned its competences to the persons mentioned below as follows:
The Chairman of the Board of Directors is responsible for the good operation of the Board of Directors and the implementation of its Regulation, presides the meetings, poses issues for voting and observes the implementation of the Board of Directors resolutions, invites the Board of Directors into ordinary or extraordinary meetings and defines their agenda according to the Articles of Association, signs the copies and the extracts of the Board of Directors Minutes.
The Chairman of the Board of Directors has the following executive competences:
Supervision for the implementation of the Company strategy plan, supervision for the implementation of the Company Compliance program, submission of reports and updating of the Board of Directors for Company internal audit issues, coordination of planning and implementation of training programs for the progress of the executives, coordination of issues relative to environmental protection.
The CEO, apart from his competences according to the Company Articles of Incorporation, represents the Company in front of any local or foreign Public, Administrative, Municipal, Fiscal Authority, Municipalities, Business Organizations, appoints and defines his own and the company’s general and special proxies, representatives.
The Chairman of the Board of Directors and the CEO are granted with the right to sign external company correspondence, contracts, agreements and other general documents representing the Company towards third parties or acquires rights or undertakes obligations towards third parties or communicates with third parties in general.
Also, the Board of Directors approved the Regulation of External Signatures of the Company with effective date from the 1st of May 2012.
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Subject: Substitution of the Chairman of the Board of Directors.
The Board of Directors decided that, if for any reason, the Chairman of the Board of Directors is absent or is unable to be present, the CEO substitutes him while, in case which both are absent or unable to attend, the Member of the Board of Directors Mr. Iraklis Menegatos substitutes them.
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Subject : Appointment of the Secretary of the Board of Directors.
The Board of Directors decided to appoint Mrs. Nakou Charikleia, Head of Support Unit of the General Director of PPC S.A. Distribution Department, as Secretary of the Board of Directors and the appointment of Mrs. Panagiou Marina as deputy Secretary of the Company Board of Directors, in case of absence of the Secretary of the Board of Directors.
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Subject: Appointment of Compliance Officer
The Board of Directors decided the appointment of Mr. Nikolaos Patiris in the position of Company Compliance Officer, who will undertake his competences and he will offer his contribution to HEDNO S.A. , after the implementation of the separation procedure of the Distribution Sector form PPC S.A..
The above mentioned appointment is under the reservation for RAE approval according to article 124 paragraph 8 of the L. 4001/2011 and article 19 paragraph 1 of the Company Articles of Association.
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OF THE 1st /9.4.2012 MEETING OF THE BOARD OF DIRECTORS
Subject: Formation of the Board of Directors in body.
Representation of HEDNO S.A. – Assignment of competences.
The Board of Directors decided:
the formation of the Company Board of Directors in body, the appointment of Mr. Athanasios Safakas as Chairman of the Board of Directors as well as the election of Mr. Georgios Kollias as CEO.
The composition of the Board of Directors is formed as follows:
1. Athanasios Safakas of Nikolaos, Chairman of the Board of Directors, Executive Member.
2. Georgios Kollias of Athanasios, CEO, Executive Member.
3. Ioannis Tsolas of Evaggelos, Non Executive Member .
4. Georgios Liakopoulos of Ioannis, Non Executive Member .
5. Iraklis Menegatos of Panagis, Non Executive Member .
6. Kyriakos Kapsalis of Georgios, Non Executive Member .
Also, the Board of Directors assigned its competences to the persons mentioned below as follows:
The Chairman of the Board of Directors is responsible for the good operation of the Board of Directors and the implementation of its Regulation, presides the meetings, poses issues for voting and observes the implementation of the Board of Directors resolutions, invites the Board of Directors into ordinary or extraordinary meetings and defines their agenda according to the Articles of Association, signs the copies and the extracts of the Board of Directors Minutes.
The Chairman of the Board of Directors has the following executive competences:
Supervision for the implementation of the Company strategy plan, supervision for the implementation of the Company Compliance program, submission of reports and updating of the Board of Directors for Company internal audit issues, coordination of planning and implementation of training programs for the progress of the executives, coordination of issues relative to environmental protection.
The CEO, apart from his competences according to the Company Articles of Incorporation, represents the Company in front of any local or foreign Public, Administrative, Municipal, Fiscal Authority, Municipalities, Business Organizations, appoints and defines his own and the company’s general and special proxies, representatives.
The Chairman of the Board of Directors and the CEO are granted with the right to sign external company correspondence, contracts, agreements and other general documents representing the Company towards third parties or acquires rights or undertakes obligations towards third parties or communicates with third parties in general.
Also, the Board of Directors approved the Regulation of External Signatures of the Company with effective date from the 1st of May 2012.
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Subject: Substitution of the Chairman of the Board of Directors.
The Board of Directors decided that, if for any reason, the Chairman of the Board of Directors is absent or is unable to be present, the CEO substitutes him while, in case which both are absent or unable to attend, the Member of the Board of Directors Mr. Iraklis Menegatos substitutes them.
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Subject : Appointment of the Secretary of the Board of Directors.
The Board of Directors decided to appoint Mrs. Nakou Charikleia, Head of Support Unit of the General Director of PPC S.A. Distribution Department, as Secretary of the Board of Directors and the appointment of Mrs. Panagiou Marina as deputy Secretary of the Company Board of Directors, in case of absence of the Secretary of the Board of Directors.
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Subject: Appointment of Compliance Officer
The Board of Directors decided the appointment of Mr. Nikolaos Patiris in the position of Company Compliance Officer, who will undertake his competences and he will offer his contribution to HEDNO S.A. , after the implementation of the separation procedure of the Distribution Sector form PPC S.A..
The above mentioned appointment is under the reservation for RAE approval according to article 124 paragraph 8 of the L. 4001/2011 and article 19 paragraph 1 of the Company Articles of Association.
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