BoD COMPOSITION

The Company is managed by the Board of Directors, whose number of the members of which is odd and shall not exceed thirteen (13) members or be less than seven (7) members.

The General Meeting of Shareholders has the authority to determine the number of members of the Board of Directors as well as to increase or decrease their number, always within the limits specified in the Company’s Articles of Association and the law.

The Board of Directors consists of:

     a. Two (2) representatives of the Company employees elected (along with an equal number of alternate representatives) by direct and universal vote;

     b. Two (2) members representing minority shareholders elected as provided for in article 36 of the Company’s Articles of Association;

     c. Shareholder representatives, elected by the General Meeting according to article 11 of the Articles of Association and the provisions of Law 4548/2018.

In accordance with EYDAP’s Articles of Association, Article 11, par. 6 as amended by the 26-06-2020 decision of the Regular General Meeting of the Shareholders, the tenure of the Board of Directors' members is four years and is extended automatically until the expiry of the deadline within which the next Regular General Meeting must be held and until the time the relevant decision is made.

The extension may not exceed one (1) year and the maximum term of office of the members may not exceed five (5) years. 

The extension may not exceed one (1) year and the maximum term of office of the members may not exceed five (5) years.

In this case, it is allowed to initially provide for unequal terms of the members of the Board of Directors. The members of the Board of Directors can be freely recalled. Such recall and substitution is done by those having the right to elect or nominate.

The General Meeting may substitute any of the members of the Board of Directors who has elected in accordance with paragraph 2, subparagraph c of the article 11 of the Articles of Association of EYDAP and before the end of their term of office. The members of the Board of Directors may be appointed anew or reelected without limitation and may be recalled without limitation. 

The members of the Board of Directors may not be related by blood or marriage, up to the third degree of relation, and may not be in any form contractors or suppliers of the Company or members of the Board of Directors or employees of a business having business relationship with the Company. The members of the Board of Directors may, however, be members of the Board of Directors or employees of a business associated with the Company, in accordance with the International Accounting Standards 24 and 27.

The current Board of Directors has arisen from:

1. the employees’ elections (20-6-2022 to 24-06-2022)
2. the Special Meeting of the Minority Shareholders (9-6-2023) and
3. the postponed 41^st Ordinary General Meeting (12-9-2023).

In accordance with the above, the present composition of the Board of Directors as well as the membership of each member as executive, non-executive or independent, as determined by the General Meeting or the Board of Directors is as follows:

It is noted that the above composition meets the criteria set by Articles 5 par. 2(b) and 3(b). 1b of Law 4706/2020.

NOMINATION POLICY

In accordance with article 3 of Law 4706/2020 on corporate governance and the Circular of the Capital Market Commission No 60/18.9.2020, the Eligibility-Nomination Policy for the members of the Board of Directors of EYDAP was approved by the Board of Directors, with its decision No 20886/2.6.2021, then was approved by the 39th Ordinary General Meeting of Shareholders during the meeting of 25.6.2021, and was subsequently revised by the Board of Directors’ decision no. 20939/ 20.10.2021, following the proposal of the Remunerations and Nominations Committee.

The revised Nomination Policy was approved by the 40th Ordinary General Meeting of Shareholders held on August 30, 2022.

The Policy includes all the principles and criteria applied during the selection, replacement and renewal of the term of office of the members of the Company's Board of Directors as well as the framework for the evaluation of individual and collective suitability and aims to ensure quality staffing, effective operation and fulfillment of the role of the Board of Directors, based on the overall strategy and medium-long-term business goals of the Company, aiming to promote the corporate interest.

The Board of Directors, with the assistance of the Remunerations and Nominations Committee, monitors the implementation and effectiveness of the Policy and undertakes a periodic evaluation at regular intervals or when significant events or changes occur.

In order to monitor the implementation of the Policy, any findings of the Internal Audit Department and the other competent Departments of the Company are taken into account. The text of the Policy is posted on the Company's website https://www.eydap.gr/TheCompany/RegFramework/, while more information is included in the published Corporate Governance Statement of the Board of Directors for the 2022 fiscal year.

DIVERSITY POLICY

In order to promote diversity in its administrative, management and supervisory bodies, the Company adopted a Diversity Policy by the Board of Directors' decision no.20961/15.12.2021. Through the above Policy and the current Nomination Policy, which includes references to the diversity of the Board members, the Company promotes an appropriate level of diversity in the Board and a diverse group of members, as it considers that by bringing together a wide range of qualifications and skills when selecting Board members, it ensures a diversity of views and experiences, which can contribute to making the right decisions and achieving maximum team effectiveness and performance.

Therefore, EIF recognizes that diversity in the Board is a necessary element to maintain and enhance its competitiveness, to strengthen innovation and to enhance the cooperation of Board members among themselves and with managers as well. 

Additional information is included in the Board's published Corporate Governance Statement for fiscal year 2022.