Committees

MYTILINEOS within the new principles of its Corporate Governance has set up 3 committees: the Audit Committee, the Remuneration and Nomination Committee and the Sustainability Committee.

Audit Committee

The Audit Committee is a committee of the Board and  consists of at least three (3) independent non-executive board members. All Committee members are independent non-executive Directors within the meaning of law 4706/2020.

The  General Meeting of the Company’s Shareholders shall resolve on the exact number of the Committee members. The Committee members are appointed by the Board and the Committee Chair is appointed by the Committee members. The Chairman of the Board cannot be a Committee member.  The Committee members as a whole shall have sufficient knowledge in the sectors in which the Company operates and at least one of its members shall have proven sufficient recent knowledge in auditing or accounting and shall be required to attend the meetings of the Committee concerning the approval of financial statements.

The assessment for  the selection of the candidate Committee members shall be conducted by the Board, on the recommendation of the Company’s Remuneration and Nomination Committee.

The Committee members’ tenure shall be proportional and shall extend to the end of the Board’s four-year tenure, unless the General Meeting were to resolve otherwise.  The term of office of the present Audit Committee expires on 07.06.2022.

The main responsibilities of the Audit Committee are:

  • To monitor
  1. the statutory audit of the Company’s individual and consolidated financial statements,
  2. the financial reporting process and
  3. the effectiveness of the internal control systems,
    • including the provision to the Internal Audit Department of general guidelines on the audit framework and the activities to be audited, to examine the activities of the Internal Audit Department, with a view to assessing its effectiveness,
    • to receive regular updates on the progress of the activities of the Internal Audit Department and
    • to confirm that significant problems and weaknesses identified, as well as the related recommendations, have been notified to and discussed in a timely manner with the Management, which has taken the necessary corrective actions.

Additionally, the Audit Committee has the right, when it considers this to be necessary, to request from the Internal Audit Department or from third parties any information it deems necessary in order to properly carry out its work.

Composition

ALEXIOS A. PILAVIOS

Chairman, independent non-executive member

Mr. Alexios Pilavios is currently Non-Executive Chair of Alpha Asset Management and Vice Chair of ABC Factoring of Alpha Bank Group. He is also non-executive Chair of the Athens Stock Exchange  (ASE) and non-executive Director in the Boards of ATHEXClear and ATHEXCSD (Greek Central Securities Depository SA). Finally he is an independent non-executive Director of Plaisio and Trade Estates real estate investment company.

He has a deep experience in the fields of Banking, Asset Management and Capital Markets

During his thirty-five-year career, he held senior positions in the Greek financial sector. He was Chair of the Hellenic Capital Markets Commission (2004-2009) and General Manager of Alpha Bank (Head of Wealth Management) and member of the Executive Committee (2009-2017). During his tenure at Alpha Bank he has served as the CEO of Alpha Asset Management AEDAK, Chair of Alpha Finance SA, CEO of Alpha Investments SA and a member of the Board of Directors of Alpha Bank London.

During 1996-2000 he also held the position of Chair of the Association of Greek Institutional Investors.

Prior to his assignments with Alpha Bank he held senior positions with Ergo Bank, Commercial Bank of Greece and the National Investment Bank of Industrial Development (NIBID), and served also as a Director in their Subsidiaries Board of Directors.

Born in 1953, Alexios graduated from the Athens College and holds a BSc (Econ) from the London School of Economics, a MSc in Economics from the University of Essex and a PhD in the Economics of Education from the London University Institute of Education.

TINA (KONSTANTINA) N. MAVRAKI

Member, independent non-executive

Tina (Konstantina) Mavraki is a C-Level Executive with extensive global experience in capital markets, company and project funding, risk management and audit. She started her career in 1998 and lives in London.

She has held senior positions with global institutions including Morgan Stanley, Citigroup and Noble Group, where she was responsible for multi-million US$ financial and physical commodity investments in developed and emerging markets.
She has extensive financial and operational internal audit and due diligence experience, most notably as Office of CEO of US$ 1.4 billion fund Barak Fund Management Limited, and as Head of Financing of commodities Division of US$ 1.75 billion fund Gemcorp Capital LLP. She is a devoted sustainability professional, with deep expertise in governance and environmental impact.
Ms Mavraki received an MA and BA in Philosophy, Politics & Economics from Oxford University and an MSc in Finance from London Business School. She is a CFA Charter-holder and holds a Certificate in Company Direction from the UK Institute of Directors.

ANTHONY M. BARTZOKAS

Independent Non-Executive Member

Associate Professor at the University of Athens and Visiting Professor in Practice at the London School of Economics and Political Science. He has extensive experience in the oversight of financial reporting and internal controls as he has been Chair of the Audit Committee, Board member and member of the Retirement Plan Investment Committee at the European Bank for Reconstruction and Development (EBRD).

During his 9year tenure at the EBRD, he also served as Chair of the European Union coordination group and was involved in all high-level decision-making processes, from country strategies to investment project, including the approval and the modalities of EBRD’s engagement in Greece. He has worked on financial systems, corporate investment, and innovation dynamics with financial support from international institutions and continuous interaction with Multilateral Development Banks, the European Union and UN agencies. In his role as knowledge manager, he has coordinated international research teams and benefitted from the interaction with policy makers and the business community, especially when it comes to project structuring and the evolving dynamics of capital markets and innovation. During his tenure, the EBRD Investments in Greece reached record levels with 4,360 million euro in 67 projects and a pipeline of 890 million euro in 19 projects. Mr. Bartzokas was born in 1962.

VASSILIKI PRANTZOU

Audit Committee Secretary

Vassiliki Prantzou was born in 1981 in Athens. She is a graduate of the Law School of the Aristotle University of Thessaloniki and holds a postgraduate degree (Private Law A) from the School of Law of the National and Kapodistrian University of Athens.

She is an accredited intermediary and has also attended a postgraduate course in business administration for executives (e-mba) at the University of Piraeus. She is a member of the Athens Bar Association since 2006 and has joined the Company’s Legal Department in 2014.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee is a committee of the Board of Directors and  shall examine and process issues pertaining to: (a) the remuneration of Board members and of senior and other executives; and (b) the suitability of existing and candidate Directors, within the scope of its remit under the Terms of Reference of the Committee. The Committee consists of at least three (3) independent non-executive Directors.  All Committee members shall be independent non-executive Directors and shall be appointed by the Board.  The Committee Chair must have served on a remuneration committee for at least twelve (12) months prior to their appointment. The Chairman of the Board may be a Committee member only if they are an independent non-executive Director on appointment as Chairman of the Board. In any case, the Chairman of the Board cannot chair the Committee.  The candidate Committee members shall be selected by the Board, in collaboration with the Committee Chair and the Company’s Lead Independent Director, in accordance with the Corporate Governance Code the Company implements.

The Remuneration & Nomination Committee shall be responsible for:

  • proposing to the board the remuneration of each individual executive board member, including bonuses, incentive payments and share options;
  • reviewing and making proposals to the board on the total annual package of variable compensation in the company;
  • reviewing regularly the salary of executive board members and other contractual terms, including severance payments and pension arrangements;
  • making proposals to the board on any business policy related to remuneration;
  • reviewing the annual remuneration report;
  • determining selection criteria and appointment procedures for board members;
  • periodically assessing the size and composition of the board and proposing a desired board profile for consideration by the board;
  • leading the process for nominee identification and selection; andmaking proposals to the board for the nomination of board members.

Composition

IOANNIS G. PETRIDES

Chairman, independent non-executive member
and Lead Independent Director

Mr. Yiannis Petrides served from 2013 to 2018 as Chairman of the Supervisory Board of Rotterdam-based Refresco N.V., the world’s largest independent producer of private label beverages with Revenues of around 4 billion euros and 60 manufacturing facilities in Europe, North America and Mexico. Yiannis led the listing of the Company in 2015 in the Amsterdam stock exchange. Until 2016, he also held the position of Chairman of the Board of Largo (parent of Wind Hellas Telecommunications), a major fixed, broadband and mobile telecommunications operator in Greece.

Yiannis is currently also a Director on the Board of PUIG, a privately held global player in fashion and perfumes, which owns brands including Nina Ricci, Paco Rabanne, Carolina Herrera and Jean Paul Gaultier. He also serves as the Chairman of PUIG’s Audit and Compliance Committee. During 2005-2014 he served as Vice-Chairman of the Board of Directors of the Campofrio Food Group, Europe’s leader in the processed and packaged meat market which was listed on the Madrid stock exchange. During that time he served as the Chairman of Campofrio’s Audit Committee as well as Chairman of the Strategy Committee and member of the Remuneration and Nomination Committee.

Between 2010-2013 he served as Director on the Board of Panrico, Spain, leader in the sweet snacks industry and also as member of the Remuneration and Nomination Committee.

Yiannis worked for 23 years with PepsiCo Inc. Between 2000-2010 he served as President - Europe for the Pepsi Bottling Group, significantly expanding the Group’s presence in countries like Russia, Spain and Turkey through organic growth as well as strategic acquisitions, creating a 4 billion USD business with 20 manufacturing facilities and over 10000 employees. He was one of the founders of PBG, which was spun-off from PepsiCo and listed on NYSE in 1999. Prior to that, he held the position of President of PepsiCo Spain. He also served as President for PepsiCo Greece/Balkans and as well as in different Marketing and Franchise positions with the company in the Middle East – working across both Beverage and Food Divisions of PepsiCo.

Prior to PepsiCo, Yiannis worked with the Procter and Gamble Company in the Middle East and USA.

Born in 1958, he holds a Bachelors and Masters degree with Honours in Economics from Cambridge University and an MBA from the Harvard Business School. Yiannis is a native of Cyprus.

EMMANOUIL K. KAKARAS

Member, independent non-executive

Professor Emmanouil Kakaras has been Vice President and Head of Research & Development at Mitsubishi Power Europe Ltd. since September 2012. His current R&D activities mainly focus on flexible operation of thermal plants, on fuel cells and electrolysers, the development of large-scale energy storage and the utilization of CO2. Since January 1st 2018, he serves as Senior Vice President for Energy Solution and New Products.

Born in 1962, Mr. Kakaras first got his diploma in Mechanical Engineering at the National Technical University in Athens (NTUA), and then proceeded to get his PhD at the NTUA and at the Technical University Braunschweig in Germany. He continued his academic career in 1991 as a professor at the NTUA until 2012, when he left on a sabbatical leave. Since 2014 until today, he serves on a part-time basis at the NTUA. He has also been guest lecturer at the Universities of Warsaw and Tokyo. From 1999 to 2018, he has been the Director of the Centre of Research and Technology Hellas/Chemical Process and Energy Resources Institute (CERTH/CPERI).
Next to his involvement in academia and research, Emmanouil Kakaras was professionally active as an advisor of the European Commission and he has been appointed Executive Director of the Hellenic Association of Independent Power Producers from 2010 till 2012. Emmanouil Kakaras also has a keen interest in European affairs. From January 2013 to January 2018, he was President of the European Power Plant Suppliers Association (EPPSA) and he is member of the Board of Directors of EU Turbines. He represents Mitsubishi Heavy Industries at the Hydrogen Council and other Hydrogen-related initiatives.

TINA (KONSTANTINA) N. MAVRAKI

Member, independent non-executive

Tina (Konstantina) Mavraki is a C-Level Executive with extensive global experience in capital markets, company and project funding, risk management and audit. She started her career in 1998 and lives in London.

She has held senior positions with global institutions including Morgan Stanley, Citigroup and Noble Group, where she was responsible for multi-million US$ financial and physical commodity investments in developed and emerging markets.
She has extensive financial and operational internal audit and due diligence experience, most notably as Office of CEO of US$ 1.4 billion fund Barak Fund Management Limited, and as Head of Financing of commodities Division of US$ 1.75 billion fund Gemcorp Capital LLP. She is a devoted sustainability professional, with deep expertise in governance and environmental impact.
Ms Mavraki received an MA and BA in Philosophy, Politics & Economics from Oxford University and an MSc in Finance from London Business School. She is a CFA Charter-holder and holds a Certificate in Company Direction from the UK Institute of Directors.

Dr. LEDA CONDOYANNI

Corporate Secretary

Leda Condoyanni is Corporate Governance Director and Company Secretary at MYTILINEOS.

She is a Corporate Governance leading expert in Greece who conceived, designed and liaised with SEV and Athex to jointly form the Hellenic Corporate Governance Council, owner of the Greek CG Code, and served as General Manager and board member from its establishment in 2012 to year-end 2017.

Prior to this as Department Coordinator for State Relations and Institutional Authorities with SEV, she managed the areas of finance, corporate affairs, corporate governance, public administration, free movement of services and internal market, among others. From 2004-2007, she held the position of Special Adviser to the Chairman of Enterprise Greece Agency, the official investment promotion agency of Greece.

During a significant part of her career, 1989-2004, she held senior management positions in institutional fund management in the banking and financial services sector, which included Alpha Bank, ETEBA and Ionian Bank.

In addition, she has sat as non-executive member on boards in the financial sector, among which the Athens Derivatives Exchange, and state-owned enterprises. Also, she has served as member of several government committees: Development Min for the revision of Company Law, ministries of Employment, Finance, Interiors’, and the Hellenic Capital Market Commission for the revision of CG legislation.

She is Chair and founding member of the Non-Executive Directors’ Club in Greece, Board Member of ecoDa and member of Women in Leadership (WIL).

Leda Condoyanni holds a Ph.D. in Finance and an M.A. in Accounting and Finance, Lancaster University, UK.

Sustainability Committee

The Sustainability Committee of MYTILINEOS assists the Board of Directors of the Company in integrating Sustainable Development policies and procedures in the Company's basic decision-making processes and operations. The purpose of the Committee is to assist the Board in strengthening the Company’s long-term commitment to creating value in all three pillars of Sustainable Development (economy, environment and society) and in overseeing the implementation of responsible and ethical business conduct, evaluated regularly on the basis of its results and its performance in Environmental, Social and Governance (ESG) matters.

Composition

The Sustainability Committee, was established by the Board of Directors decision of 2.4.2021.

SOPHIE DASKALAKI-MYTILINEOU

Chair

Born in Buenos Aires. She studied Business Administration (BSc, Deree College) and Economics (MSc, London School of Economics). She worked as a financial analyst for two years in the Short-Term Economic Forecasting Department of the Ministry of Coordination and for five years in the Economic Research Department of the Bank of Greece, before joining MYTILINEOS in 1990, where she developed the Group’s Corporate Affairs and Corporate Social Responsibility functions as BoD member.

She has been elected member of the Board of Directors of the Hellenic Federation of Enterprises (SEV) 2012-2014 and of the General Council since 2014 to date. From 2000 to 2010 she served as elected Municipal Councilor and Deputy Mayor of the Municipality of Athens. She is a founding member of the NGO “Friends of Children with Cancer” (“ELPIDA”) and of “Transparency International Greece”, which is member of the Transparency International organization. Member BoD of American-Hellenic Chamber of Commerce since 2013 and member of the Amcham Cultural Committee.

PANAGIOTA L. ANTONAKOU

Member, independent non-executive BoD member

Peggy Antonakou is General Manager of GOOGLE Southeast Europe. She served from 2012 to 2019 as CEO of Microsoft Greece, Cyprus & Malta. She has deep experience in the fields of Marketing and General Management, having held key positions both in Europe and the USA. 

She joined Microsoft in February 2012 as a Sales Director and took over the leadership of the company as the General Manager in November of the same year. She later assumed expanded responsibility as the CEO for Greece, Cyprus and Malta. During her tenure, Greece was awarded as Best subsidiary in the world amongst countries of relevant size.

She joined Microsoft, from DELL S.A, where she held the position of General Manager of Consumer and SMB divisions for Southeastern Europe & Italy.

She first joined DELL in 2002, in the Marketing Department of the company’s Headquarters in Austin, Texas USA. Peggy has previously held positions at General Motors USA και Opel Bank GMBH.

Ms. Antonakou was born in 1974 in Athens. She holds a BSc in Business Administration from the University of Piraeus and an MBA from the University of Michigan.

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EMMANOUIL K. KAKARAS

Member, independent non-executive member BoD member

Professor Emmanouil Kakaras has been Vice President and Head of Research & Development at Mitsubishi Power Europe Ltd. since September 2012. His current R&D activities mainly focus on flexible operation of thermal plants, on fuel cells and electrolysers, the development of large-scale energy storage and the utilization of CO2. Since January 1st 2018, he serves as Senior Vice President for Energy Solution and New Products.

Born in 1962, Mr. Kakaras first got his diploma in Mechanical Engineering at the National Technical University in Athens (NTUA), and then proceeded to get his PhD at the NTUA and at the Technical University Braunschweig in Germany. He continued his academic career in 1991 as a professor at the NTUA until 2012, when he left on a sabbatical leave. Since 2014 until today, he serves on a part-time basis at the NTUA. He has also been guest lecturer at the Universities of Warsaw and Tokyo. From 1999 to 2018, he has been the Director of the Centre of Research and Technology Hellas/Chemical Process and Energy Resources Institute (CERTH/CPERI).
Next to his involvement in academia and research, Emmanouil Kakaras was professionally active as an advisor of the European Commission and he has been appointed Executive Director of the Hellenic Association of Independent Power Producers from 2010 till 2012. Emmanouil Kakaras also has a keen interest in European affairs. From January 2013 to January 2018, he was President of the European Power Plant Suppliers Association (EPPSA) and he is member of the Board of Directors of EU Turbines. He represents Mitsubishi Heavy Industries at the Hydrogen Council and other Hydrogen-related initiatives.

SPYRIDON D. KASDAS

Member, Non-Executive BoD Member,
Vice-Chairman A’

Born in Alexandria, Egypt in 1946. He has graduated from the National Polytechnic School of Athens with a degree in Mechanical and Electrical Engineering. He is Chairman of the mining company Delphi - Distomon, owned by MYTILINEOS and member of the board of directors of the SEV’s Business Council for Sustainable Development.

During his 48 years professional career in the international aluminium industry, he has served as plant manager of the alumina refinery and aluminium smelter of Aluminium of Greece SA, as smelting research manager for the French industrial group Pechiney, as CEO of the Australian aluminium smelting company Tomago, as Vice President Technology and member of the Primary Executive Committee of the French group Pechiney and later on of the Canadian group Alcan. When in 2005, the group MYTILINEOS acquired Aluminium of Greece SA, Spiros Kasdas returned to Greece and served as CEO and later on as Chairman of the company until its absorption by MYTILINEOS in 2017.

NATALIA E. NICOLAIDIS

Member, independent non-executive member BoD member

Natalia Nicolaidis worked at Credit Suisse (CS) for 24 years where she served as global General Counsel for the Investment Banking & Capital Markets Division for the last 5 years.

Previously she was Head of Risks & Controls for the aforementioned division and capital markets and mergers & acquisitions lawyer at CS in London and New York. She is the founder of Dynamic Counsel, an independent strategic and transactional consultancy. Ms. Nicolaidis also practiced law in New York from 1991 to 1996.  She has graduated from Yale University (Economics) and Georgetown University (Law, Juris Doctor and Master of Science in Foreign Service). She also holds a Masters in European Union Law from the College of Europe (Bruges, Belgium).

DIMITRIOS S. PAPADOPOULOS

Member, executive BoD Member

Mr. Papadopoulos serves as Executive BoD Member and General Manager of Corporate Governance & Sustainable Development as well as member of the  Executive Committee of  MYTILINEOS. He joined Mytilineos Group in 2005  and  served  as a member of the Board of Directors of Aluminium of Greece SA when acquired by MYTILINEOS. 

Mr. Papadopoulos  is currently Executive BoD member of the subsidiary Company of MYTILINEOS “MNG Trading S.A.”  and Member of the Board of Directors for Sustainable Development of the SEV-Hellenic Federation of Enterprises

He started his career in 1988 in the Banking sector, as Capital Markets executive at the Hellenic  Bank for Industrial Development (ETVA). He spent 7 years at SOCIETE GENERALE BANK in Greece, where he served as Greek Head of Investment Banking and Private Banking, before moving to SIGMA SECURITIES (later PIRAEUS SECURITIES) in 1996, to head the company’s Business Development and Corporate Finance activities. In 2000 was appointed as CEO and Executive Vice-President of the INVESTMENT BANK of GREECE (IBG), a startup financial institution later merged into Marfin Bank. Before joining Mytilineos Group in 2005, was CEO  of the newly formed REIT of the Hellenic  Real Estate Company (KED) the real estate holding company of the Greek State.

He has been a director in several companies as well as  member of various Investment Committees.

He holds a BA degree in Economics from the George Washington University, Washington D.C. (USA) and an MBA degree in Finance from the American University, Washington D.C. (USA).

GIORGOS GALANIS

Sustainability Committee Secretary

Born in Athens in 1964. He studied Sociology at Panteion University of Athens and continued his postgraduate studies in Business Administration at Sterling University of Scotland. He has 20 years of experience in the field of Responsible Entrepreneurship.

During his career he has held managerial positions in major companies in the automobile industry and in the field of private education. From 2001 to 2014 he worked as a specialized Corporate Social Responsibility (CSR) consultant with main occupations the training of employees and executives as well as the development of strategic directions and specialized business research tools for the promotion and implementation of Responsible Entrepreneurship in Greek companies.

Since 2014 he has been working at MYTILINEOS S.A., assuming in 2020 the position of Sustainable Development Director of the Company.