The Board is appointed by the shareholders and consists of five members, four of whom are non-executive and two of them are independent.
Frigoglass SAIC implements the corporate governance principles, as dictated by the current applicable legislation. Within this framework, and in compliance to the specifically referred to in Article 17 of the Law 4706/20 and in Article 4 of the Capital Market Commission Decision (Decision 2/905/3.03.3021 of the BoD of the Capital Market Commission), the Company has adopted with its BoD decision as of 17.07.2021, the Hellenic Corporate Governance Code of the Hellenic Corporate Governance Council (June 2021), with the deviations explicitly mentioned in the Statement of Corporate Governance, as reflected each year in the Annual Financial Report of the Company.
You can download the Hellenic Corporate Governance Code by clicking the relevant pdf icon.
Code of Business Conduct and Ethics
The Code of Business Conduct and Ethics constitutes an integral part of responsible corporate governance to which Frigoglass has committed and was approved by the Board of Directors and Management.
Information Security Policy
The main objective of Frigoglass Information Security Policy is to create a basis for the continuous improvement of process efficiency and information security, aiming at continuously meeting the needs and expectations of its customers to their full extent.
“Speak Up” policy
The Frigoglass Speak Up policy is designed to support its employees, full time or part-time, contractors, providers, clients and other audience members, which consider that they have discovered violations of the company procedures or corruption actions or other irregularities. All disclosures are being treated as highly confidential and sensitive.
Human rights policy
In Frigoglass we value our people and our success depends on them. All of our employees should work in a safe, positive and supportive environment with the highest ethical standards to support and safeguard their rights.
Quality policy
Frigoglass quality policy aims at delivering maximum value to both internal and external customers.
Environmental policy
For Frigoglass, environmental responsibility is a fundamental part of its sustainable business development and an inextricable part of its Corporate Social Responsibility.
Health and safety policy
At Frigoglass, occupational health and safety (OH&S) is a fundamental principle that concerns all our operations worldwide.
Mr. Haralambos (Harry) David was elected Chairman of the Board of Directors in November 2006. He has been a member of the Board of Directors since 1999. His career began as a certified Investment Advisor with Credit Suisse in New York. He then served in several executive positions in various companies (public and private). Today he holds a position on the Board of A.G. Leventis PLC (Nigeria), the Nigerian Bottling Company Limited, Beta Glass PLC (Nigeria), Pikwik (Nigeria) Ltd and ΤΙΤΑΝ Cement International S.A. Mr. David is a member of the TATE Modern’s Africa Acquisitions committee. He has served on the Boards of Alpha Finance, PPC (Hellenic Public Power Corporation) and Emporiki Bank (Credit Agricole).
Miss Wura Abiola was appointed to the Board of Directors in December 2020. She is the Managing Director of Management Transformation, serving clients in the areas of leadership, governance, organizational development, risk management, strategy and public sector policy consulting since 1999. Miss Abiola is the Chair of the FMDQ Debt Capital Markets Development/ Infrastructure Finance Sub-Committee and a Director on the Boards of Beta Glass Nigeria PLC, Appzone Mauritius Ltd and Bookings Africa Nig Ltd. She is also a Senior Lecturer (Adjunct) on organisational development as well as corporate policy at the School of Economics of the University of Lagos. Committed to the development of the Nigerian financial sector, she served on the Nigeria Financial Sector Strategy 2020 Subcommittee on Human Capital Development Strategy. Before 1999, Miss Abiola was a management consultant at McKinsey & Co and project supervisor at Vitol S.A. She holds a B.Sc. in Accounting from the University of San Francisco (summa cum laude), MBA (specializing in the Management of Innovation and Technology) from Imperial College, London University & École Nationale des Ponts et Chaussées in Paris, and Ph.D. in Organizational Behavior (1997) from Imperial College, London University. She also holds a diploma in Environmental Risk Assessment and Management from the Harvard School of Public Health and is an associate member of the International Coach Federation and a certified Global Professional in Human Resources (GPHR) by the Society for Human Resource Management.
Mr. Vasileios Soulis started his career in 1988 working as a junior consultant and researcher in the Research Centre for Management Development in Athens. A year later, he was appointed at the position of Management Accountant in the company Uniliver PLC, in London. Mr. Soulis also served as a Finance Manager in the following companies, namely 3P Romania, Frigoglass Romania, Frigoglass SAIC (Patra’s plant). Additionally, he held the positions of General Manager and Regional Manager SE Europe (Sales and Manufacturing) in Frigoglass Romania and the position of Regional Manufacturing Manager Europe in Frigoglass SAIC. Mr. Soulis also served in Frigoglass group of companies as an Integration Manager (Turkey), a Regional Executive Director (Asia), a Head of Finance Europe and North America, a Frigoserve Executive Director and a Group Digital Transformation Director in Frigoglass SAIC. From 2021 to 2022 he had the position of Digital Transformation Director in Avramar Aquaculture group in Athens, while today, Mr. Soulis is Managing Partner in Maestro Solutions, Business and Management Consulting. He is a graduate in Business Administration from the Athens University of Economics and Business and he also holds a Master’s Degree in Business Administration from University of Birmingham, UK.
Mr. George Diakaris started his career in 1990 as a Management Consultant at COOPERS & LYBRAND. A year later he was appointed at the position of Financial Planning Manager at TASTY FOODS subsidiary of PEPSICO. During his employment with TASTY FOODS, he held the position of Financial Controller and the position of Chief Financial Officer. From 2000 until 2001 he worked as a Management Consultant at KANTOR, whereas from 2001 until today he is employed as a Management Consultant at LCC BEVERAGES. Since 2016 he serves as a member of the Board of Directors of IDEAL HOLDINGS while in April 2023 he was appointed as a member of the Board of Directors of FRIGO DEBTCO plc. He is a graduate in Economics from the Athens University of Economics and he also holds a Master’s Degree in Ιnternational Business and International Financial Management from Reading University, UK.
Mr. Georgios P. Samothrakis began his professional career in the Credit Department of National Bank of Greece in 1965. He worked in the company Coopers & Lybrand in Athens and London, as an Assistant Auditor and a Senior Auditor respectively. During his career, he has served as a member of the Board of Directors and Chairman of the company Pricewaterhouse of Greece, member of its Executive Committee, as well as Chairman of the Board of Directors of the company Audit Services S.A., and AS Network’s member, in which he is currently honorary Chairman. Mr. Samothrakis has also served as a Chairman of the “Fédération des Experts-Comptables Méditerranéens” and the Hellenic Institute of Financial Management of the Hellenic Management Assotiation as well as a member of its Board of Directors. Additionally, he was member of the Taxation Committee of the American Hellenic Chamber of Commerce and the Economic Chamber, as well as member of several committees of the Ministry of Finance. Today, Mr. Samothrakis is Chairman of the Audit Committee of two Greek listed companies, he constitutes member of the Supervisory Council of the Institute of Certified Accountants and Auditors of Greece (SOEL) and the Group of Quality Control of the Certified Accountants and Auditors (OEL), while he has served as a Vice Chairman of SOEL. He is a graduate of Athens University of Economics and Business.
The Audit Committee ensures that the internal and external audits within the Company comply with statutory requirements and are effective and independent. It also serves to facilitate good communication between the auditors and the Board of Directors. The Audit Committee oversees the annual statutory audit and the half year statutory review as well as the ongoing audit work that is performed by the internal audit function of the Company. It ensures that all recommendations of external and internal audits are implemented by the Company’s management.
The Audit Committee evaluates the internal audit reports and the availability of human resources and equipment of the internal audit department.
The Audit Committee also evaluates the appropriateness of the system of internal control, computer system and security, as well as the reports of the external auditors concerning the financial statements. Ιt also follows the procedure of financial information and the efficient operation of the risk management system. Finally, it is burdened with the task of providing its opinion to the Board in order for it to propose to the General Meeting the appointment of external auditors.
The Company’s Audit Committee, taking into consideration the resolution of 29.05.2023 of the Extraordinary General Meeting of the Company’s shareholders and specifically its appointment as an independent committee, in accordance with the provisions of article 44 of Law 4449/2017 and article 9 of Law 4706/2020, as in force, consisting of a total of three (3) members, comprised in particular of two (2) Independent Non-Executive Members of the Board of Directors and one (1) third party (non-member of the Board of Directors), unanimously decided during its meeting on the 30.05.2023, its convention as a body as follows:
Chairman: George Samothrakis – Independent Non-executive member of BoD
Member: Zulikat Wuraola Abiola – Independent Non-executive member of BoD
Member: Konstantinos Kotsilinis – Third party (Non-member of the BoD) and Independent
Members have past employment experience in either finance or accounting roles or comparable experience in corporate activities.
Internal Audit
The Internal Audit department is an independent function that ensures that all operations are executing their duties in accordance with the corporate objectives, policies and procedures. In particular, Internal Audit seeks to ensure that internal financial control systems across the Company remain robust and consistent.
The internal auditor acts according to the International Standards for the Professional Practice of Internal Auditing and the policies and procedures of the Company, and reports directly to the Audit Committee of the Board.
The role of the Human Resources, Remuneration and Nomination Committee is to establish the principles governing the Company’s human resources policies which guide management decision-making and action.
More specifically, its duties are inter alia to: Oversee succession planning policy, Establish the principles governing the Company’s Internal Citizenship policies, Establish the Compensation Strategy and Submit to the Board proposals for executive Board members remuneration, Assess the suitability of Board members.
The Human Resources, Remuneration and Nomination Committee, which is appointed by the Board, is comprised of the following three (3) non-executive Board members:
Chairman: Zulikat Wuraola Abiola – Independent/ Non‐executive
Member: George Samothrakis – Independent/ Non‐executive
Member: George Diakaris – Non‐executive
The CEO and Group HR Director shall normally attend meetings, except when discussions are conducted concerning matters affecting them personally.
The duties of the Investment Committee are to recommend to the Board the Company’s Strategy and Corporate Development, as well as to evaluate and suggest to the Board new proposals for investments and/or Company expansion according to the defined strategy of the Company. Moreover, the Investment Committee is also responsible for evaluating and suggesting to the Board opportunities for business development and expansion through acquisitions and/ or strategic partnerships.
The Investment Committee, which is appointed by the Board, is comprised of the following three (3) Board members:
Chairman: Harry David – Non‐executive
Member: George Diakaris – Non‐executive
Member: Vasileios Soulis – Executive
Download the table of transactions of the obliged persons of the company according to the Law 3340/2005 and the decision of the Board of Directors of the Capital Market Commission 3/347/12.7.2005.
Disclosure from TR1
The disclosure shall be made to our Company and to the HCMC by submission of disclosure form TR1.
The TR1 disclosure form shall be submitted to:
a)The Company’s offices, by:
Mail : 15 A.Metaxa GR145 64 Kifisia Athens, Greece c/o Department of Investor Relations
Tel : +30 210 6165711
Fax : +30 210 6199097
Email: Frigoglass.SAIC.ir@frigoglass.com
b)The central registry of the HCMC:
Mail: Directorate of public offerings and supervision of listed companies
Department of supervision and monitoring of the behaviour of listed companies
1 Kolokotroni and Stadiou Streets 105 62 Athens, Greece
Fax: +30 210 337 7243
Shareholders must ensure that the documents are successfully sent and received by the competent registry service of the HCMC. It is the obligation of the shareholder to fill in the TR1 form properly. The shareholder is responsible for any mistakes or omissions. The TR1 form must be properly signed by the shareholder himself or by another duly authorised person, and in the case of a legal entity, by its legal representative. Relevant proxies must be filed with the HCMC together with the TR1 form. Proxies will be valid until revoked. The HCMC is the authority responsible for the supervision of the disclosure requirements.