FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
1
TZIMA LOCATION – 194 00 KOROPI ATTICA, GREECE
General Commercial Registry No. 582101000
Annual Financial Report
for financial year 2023
(January 1st 2023
-
December 31st 2023)
According to article 4 of L. 3556/2007
And the relevant authorized and executive decisions issued by the Board of Directors of the
Hellenic Capital Market Commission
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
2
CONTENTS
CHAPTER 1 :
Statements by Representatives of the Board of Directors
...........................................................
5
CHAPTER 2: Annual Report by the Board of Directors (including the Corporate Governance Statement), for
financial year 2023
.............................................................................................................................................
6
CHAPTER 3 : Independent Auditor’s Report
..................................................................................................
117
CHAPTER 4: Annual Financial Statements
......................................................................................................
124
Statement of Financial Position
.........................................................................................................
125
Income Statement
...........................................................................................................................
126
Statement of Comprehensive Income
................................................................................................
127
Consolidated Statement of Changes in Equity
....................................................................................
128
Statement of Changes in Parent Company’s Equity
............................................................................
129
Statement of Cash Flows
..................................................................................................................
130
1. General Information on the Company and Group
...........................................................................
131
2. Basis for the preparation of the financial statements
......................................................................
132
2.1 Adoption of New and Revised International Standards
..................................................................
132
2.2 Significant accounting judgments, estimations and assumptions
...................................................
136
3. Basic accounting principles
...........................................................................................................
138
3.1 Consolidation
.............................................................................................................................
138
3.1.1 Structure of the Group and consolidation method of companies
.................................................
139
3.2 Operation and presentation currency and foreign currency translation
...........................................
141
3.3 Tangible fixed assets
..................................................................................................................
141
3.4 Goodwill
....................................................................................................................................
141
3.5 Intangible assets
........................................................................................................................
142
3.6 Impairment of Assets
.................................................................................................................
143
3.7 Trade receivables and other receivables
......................................................................................
143
3.8 Inventories
................................................................................................................................
143
3.9 Cash & cash equivalents
.............................................................................................................
144
3.10 Suppliers and related liabilities
..................................................................................................
144
3.11 Financial Assets and Financial Liabilities
.....................................................................................
144
3.12 Financial Derivatives
.................................................................................................................
145
3.13 Share capital
............................................................................................................................
146
3.14 Loans
......................................................................................................................................
146
3.15 Income tax (Current and deferred)
............................................................................................
147
3.16 Employee benefits
....................................................................................................................
147
3.17 Government Grants
..................................................................................................................
148
3.18 Provisions for contingent claims-liabilities
..................................................................................
148
3.19 Recognition of income
..............................................................................................................
148
3.20 Leases
.....................................................................................................................................
149
3.21 Dividend distribution
................................................................................................................
150
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
3
3.22 Earnings per Share
...................................................................................................................
150
4. Segment reporting
.......................................................................................................................
150
5. Risk Management
........................................................................................................................
151
6. Notes on the Financial Statements
................................................................................................
160
6.1
Tangible fixed assets
.................................................................................................................
160
6.2 Goodwill
....................................................................................................................................
162
6.3 Intangible assets
........................................................................................................................
163
6.4 Participations in Subsidiaries
.......................................................................................................
164
6.5 Participations in associate companies
..........................................................................................
165
Participations of the Company in associate (related) companies are analyzed as follows
. .....................
165
6.6 Other long-term receivables
........................................................................................................
166
6.7 Inventories
................................................................................................................................
166
6.8 Trade receivables
.......................................................................................................................
166
6.9 Other receivables
.......................................................................................................................
168
6.10 Cash & cash equivalents
...........................................................................................................
168
6.11 Equity
......................................................................................................................................
168
6.11.1 Share Capital and Share Premium
..........................................................................................
168
6.11.2 Reserves
...............................................................................................................................
169
6.11.3 Retained earnings
.................................................................................................................
172
6.12 Deferred tax assets and liabilities
..............................................................................................
173
6.13
Provision for staff indemnities due to retirement
.......................................................................
175
6.14
Leases – Right of Use Assets
...................................................................................................
177
6.15 Long-term and short-term loans
................................................................................................
178
6.15.1 Other long-term liabilities
.......................................................................................................
181
6.16 Other provisions
.......................................................................................................................
181
6.17 Suppliers and other liabilities
....................................................................................................
182
6.18 Liabilities from income tax
........................................................................................................
183
6.19 Turnover
.................................................................................................................................
183
6.20 Analysis of Expenses per category
.............................................................................................
183
6.21 Employee Benefits
....................................................................................................................
185
6.22 Other Operating Income and Expenses
......................................................................................
185
6.23 Financial Income and Expenses
.................................................................................................
186
6.24 Other Financial Results
.............................................................................................................
186
6.25 Income Tax
.............................................................................................................................
187
6.26 Contingent Receivables - Liabilities
............................................................................................
188
6.26.1 Information regarding assumed liabilities
................................................................................
188
6.26.2 Tax un-audited financial years
................................................................................................
189
6.26.3 Information regarding contingent receivables
..........................................................................
190
6.27 Current liens
............................................................................................................................
190
6.28
Auditors’ fees
..........................................................................................................................
190
6.29 Transactions with related parties
...............................................................................................
190
6.30 Earnings per share
...................................................................................................................
193
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
4
6.31 Dividends
................................................................................................................................
194
6.32 Fair value measurement
...........................................................................................................
195
6.33 Reconciliation of cash flows from financing activities
..................................................................
195
6.34
Stock Option Plan and subsequent share capital increase of the company
..................................
196
6.35 Plan for the distribution of shares to the members of the Company's Board of Directors, managers and
other executives, in the form of stock options
...................................................................................
197
6.36 Events after the reporting date of the financial statements
.........................................................
198
CHAPTER 5 : Online availability of financial information
...............................................................................
200
APPENDIX: Report of the Audit Committee for the year 2023
.............................................................
201
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
5
CHAPTER 1 :
Statements by Representatives of the Board of Directors
(According to article 4 par. 2 of L. 3556/2007, as is in effect)
1. Georgios Ginosatis of Spyridonos, resident of Koropi Attica, 6 Karaiskaki Str., Chairman of the Board of
Directors.
2. Stamatios Ginosatis of Spyridonos, resident of Koropi Attica, 204 Vas. Konstantinou Str., Deputy Chief
Executive Officer.
3. Asimina Ginosati of Dimitrios, resident of Koropi Attica, 204 Vas. Konstantinou Str., Executive Member
of the Board of Directors.
**************************
We, the following signatories, under our capacity as mentioned above, according to the stipulations by law
(article 4 par. 2, case c, of Law 3556/2007) and specifically pursuant to the relevant special decision by the
Board of Directors of the Société Anonyme Company with the name “FLEXOPACK SOCIÉTÉ ANONYME
COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY” and with the distinctive title “FLEXOPACK S.A.”,
(hereinafter the
“Company”
or
“FLEXOPACK”
), hereby state and confirm that to our knowledge:
(a) The annual Financial statements of the Company for financial year 2023 (1.1.2023 - 31.12.2023),
individual and consolidated, which were prepared in accordance with the current accounting standards in
effect, accurately present the assets and liabilities, the equity and results for the period of the Company,
as well as of the companies included in the consolidation and considered aggregately as a whole, and
(b) the annual Report of the Board of Directors of the Company depicts in true manner the most significant
events occurring during the financial year 2023 (01.01.2023-31.12.2023), their effect on the annual
Financial Statements, including the description of the major risks and uncertainties which the Company
faces, the important changes taking place between the Company and its related parties (as they are defined
by IAS 24), as well as the development of the activities, the performance and position of the Company and
the companies included in the consolidation regarded as a whole.
Koropi, 23 April 2024
The parties of the statement
Georgios Ginosatis
ID NO. ΑΕ 153990
Stamatios Ginosatis
ID NO. S 500301
Asimina Ginosati
ID NO. ΑΒ 243605
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
6
CHAPTER 2: Annual Report by the Board of Directors (including the Corporate Governance Statement),
for financial year 2023
The current Annual Management Report by the Board of Directors (hereinafter for the sake of brevity the
“Report” or “Annual Report”), refers to the financial year 2023 (01.01.2023 – 31.12.2023) was prepared
and is in line with the relevant provisions of 4548/2018 "Reform of the Law of Societe Anonymes"
(Government Gazette Α΄ 104 / 13.06.2018) as it is in force today, and also with the provisions of Law
3556/2007 (Government Gazette 91Α/30.04.2007) and especially the article 4, as it is currently in effect,
and with the relevant, as stated by law, executive decisions issued by the Hellenic Capital Market
Commission and specifically Decisions No. 1/434/2007 and 8/754/14.04.2016,as the latter is in force after
its amendment by the decision with number 12A / 889
/ 31.08.2020 of the Board of Directors of the
Hellenic Capital Market Commission.
The present Report includes in synopsis and in understandable, essential and comprehensive manner all sub-
sections required, according to the above regulatory framework, and depicts in clear and true manner all the
relevant by law information, so as to create an essential and in depth sum of information for the activities
during the period under consideration of the Societe Anonyme under the name “FLEXOPACK SOCIÉTÉ
ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY” (which in the current Report will be called
for the sake of brevity as “Company” or “FLEXOPACK”) as well as of FLEXOPACK Group.
Given the fact that the Company prepares consolidated and non-consolidated (separate) Financial
Statements, the present Report is exclusive, with however as its basic and primary reference the Company’s
consolidated financial data and those of its related companies. References to non-consolidated financial data
in the following analysis, are made in specific points deemed reasonable or necessary by the Company’s
Board of Directors, for the better understanding of the Report’s contents and also for the more effective
provision of information towards the investment community.
The subsidiaries and related companies, which are included in the consolidated Financial Statements and the
percentages of the Company's direct and indirect participation in these entities, are mentioned in note 3.1.1
of the annual Financial Statements.
The present Report is included in total with the annual Financial Statements (separate and consolidated) of
the year 2023 and the other required by law information and statements in the Annual Financial Report which
concerns the financial year 2023.
The sub-sections of the Report and the content of such are as follows:
SECTION A’
Significant events of financial year 2023
The significant events that occurred during the closing financial year 2023 as well as their impact on the
annual Financial Statements have as follows:
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
7
1. Annual Ordinary General Shareholders’ Meeting of the Company
On 16 June 2023, the Annual Ordinary General Meeting of the Company's Shareholders was held at the
corporate headquarters (Koropi, Attica, Tzima location, 37 Hephaestus Street), which was attended in
person or by a representative, by shareholders representing 9,623,828 common registered sh
ares and equal
number of voting rights, i.e. a high quorum percentage of 81.08% out of the total 11,869,224 shares and
equal number of voting rights of the Company.
It is noted that for 96,450 common, registered shares the representation and voting rights
had been
suspended, according to the provisions of article 50, paragraph 1, section A of Law 4548/2018, as own
(treasury) shares of the Company and therefore the particular shares were not calculated for the
formation of a quorum.
The Annual General Meeting of the Company’s shareholders proceeded with the following decisions on the
subjects of the daily agenda, as these decisions are presented based on the results of the voting process per
agenda item, in accordance with the provisions of article 133, paragraph 2 of Law 4548/2018. The results of
the voting process have also been posted on the legally registered website of the Company
(http://www.flexopack .com).
With regard to the 1st issue, the General Meeting unanimously approved the Annual Financial Statements
(separate and consolidated) relating to the financial year 2022 (01.01.2022 - 31.12.2022) and, in overall, the
annual Financial Report for that year, which was prepared in accordance with the provisions of the current
regulatory framework and the requirements of the European Single Electronic Format and was published
by the Company on the latter’s legally registered webpage in GEMI (General Electronic Commercial Registry)
(
), and via dispatch to the website of the Organized Market where the
Company’s shares are traded (
), as well as to the Hellenic Capital Market
Commission.
With regard to the 2nd issue, the Meeting unanimously approved the annual Management Report of the
Board of Directors, which is entirely included in the Minutes of the Company’s Board of Directors of 11
th
April 2023, as well as the Audit Report as of 12
th
April 2023, of the Chartered Auditor-Accountant of the
Company, Mr. Eleftherios Koutsopoulos (SOEL Registration Number 44651), regarding the annual financial
statements relating to the financial year 2022 (01.01.2022-31.12.2022).
With regard to the 3rd issue, for which no resolution was required, the Company submitted and presented
to the Shareholders’ Meeting, in accordance with the provisions of article 44 paragraph 1, section h’ of
Law 4449/2017, as it is valid after its amendment by the article 74, paragraph 4 of Law 4706/2020, the
Annual Report of the Audit Committee for the financial year 2022 (01.01.2022-31.12.2022), in order to
fully, adequately and thoroughly inform the shareholders regarding the work of the Committee during
the closing financial year.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
8
With regard to the 4th issue, the Meeting unanimously approved the allocation and distribution of the
results of the financial year ended 31.12.2022 and in particular approved on the one hand the formation
of the Company's ordinary and special reserves and on the other hand the distribution (payment) to the
shareholders of the Company of a total amount of 1,765,916.10 Euros (gross amount), i.e. amount of 0.15
Euros per share (gross amount) from the earnings of the closing year 2022 (01.01.2022-31.12.2022). From
the above amount, meaning the dividend paid, the proportional tax of 5% had been withheld and
therefore the total amount of the dividend settled at 0.1425 Euro per share.
It is pointed out that the 96,450 treasury shares held by the Company were excluded from the payment
of dividend and consequently the amount of the dividend corresponding to the treasury shares increased
the above dividend of all other shares in accordance with the article 50 of Law 4548/2018.
Beneficiaries of the above dividend were appointed the shareholders of the Company registered in the
files of the Dematerialized Securities System (DSS) on Tuesday, July 4, 2023 (record date).
Dividend cut-off date was set for Monday, July 3, 2023, in accordance with the article 5.2 of the Athens
Exchange Regulation.
The payment of the dividend started on Monday, July 10, 2023 and was carried out based on the
procedure provided by the Regulation of the Athens Exchange, Greece, by Societe Anonyme Banking
Company "NATIONAL BANK OF GREECE SA".
With this majority decision, the General Meeting of Shareholders approved the payment-granting of fees
from the profit of the year in accordance with article 109, paragraph 2 of Law 4548/2018, towards the
members of the Board of Directors (excluding its independent non-executive members), since the above
entitled persons with their intense, systematic and constant actions contributed substantially and decisively
to a stronger extroversion for the Group, to promotion of the Company's business purposes and plans, to
the achievement of wider recognition, as well as to the significant advancement of the turnover and
profitability of both the Company and the Group.
With regard to the 5th issue, the Meeting unanimously approved, following a voting process from the
shareholders based on name, the general administration performed by the members of the Board of
Directors during the year ended on 31.12.2022 and the discharge of the Auditors of the Company from any
liability stemming from their actions and the overall management of the closing financial year of 2022
(01.01.2022-31.12.2022), as well as of the annual financial statements of that year.
With regard to the 6th issue, the Meeting approved unanimously and following the relevant proposal of
the Audit Committee, the election of “Grant Thornton AUDITING FIRM CERTIFIED AUDITORS AND
CONSULTANTS SOCIETE ANONYME
”, registered in the Public Registry of article 14, Law 4449/2017 (SOEL
Registration Number 127), for the ordinary audit of the annual and semi-annual financial statements
(separate and consolidated) of the Company for the financial year 2023 (01.01.2023 - 31.12.2023).
It is noted that the above Auditing Firm will also undertake the process of issuing the annual tax certificate
and the tax compliance report of the Company for the year 2023, in accordance with the provisions of
article 65A of Law 4174/2013.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
9
With regard to the 7th issue, the General Meeting unanimously approved the remuneration, compensation
and overall benefits paid and / or granted to the members (executive and non-executive ones) of the Board
of Directors for the services provided to the Company and for their participation in the latter’s management
during the closing fiscal year 2022 (01.01.2022-31.12.2022) in accordance with the approved and effective
Remuneration Policy.
With regard to the 8th issue, the General Meeting unanimously approved the Remuneration Policy Report
of the financial year 2022 (01.01.2022- 31.12.2022), which was prepared in accordance with the provisions
of article 112 of Law 4548/2018 and contains a comprehensive overview of the total remuneration of the
members of the Board of Directors (executive and non-executive), including the Chief Executive and also
provides explanation on the manner with which the Company implemented the respective Remuneration
Policy for the immediately preceding financial year.
With regard to the 9th issue
, the Meeting unanimously approved the remuneration, salaries,
compensations and other benefits in general, which would be paid to the members of the Board of Directors
during the current fiscal year 2023 (01.01.2023 - 31.12.2023), which are in harmonization and compliance
with the relevant framework of the approved and current Remuneration Policy of the Company, while with
the same unanimous decision it provided the relevant permission for advance payment of such fees to the
above persons for the period until the next Ordinary General Meeting, in accordance with the provisions of
article 109 of Law 4548/2018, as in force.
With regard to the 10th issue, the General Meeting approved by majority the Company's share buyback
plan, in accordance with the provisions of article 49 of Law 4548/2018, as in force. In particular the Meeting
approved the purchase within a period of twenty-four (24) months from the date of this decision, i.e. until
16.06.2025, at a maximum rate of 10% of the total outstanding shares of the Company (including and
already accumulating the treasury shares that the Company already owns in the context of a previous share
buyback plan into the above percentage limit), with a purchase price range between three Euros (€3.00)
per share (minimum limit) and eight Euros (€8.00) per share (maximum limit).
Simultaneously with this decision by majority, the General Meeting of shareholders granted the Company's
Board of Directors the relevant authorization for the proper implementation of the share buyback plan in
accordance with the provisions of the current regulatory framework.
With regard to the 11th issue, the Meeting unanimously approved the provision of authorization, in
accordance with article 98 paragraph 1 of L. 4548/2018, to the members of the Board of Directors and
the Managers of the Company to participate in the Board of Directors or the Management of Group
Companies (existing and / or future), which pursue the same, related or similar purposes and to perform
actions related to the business objectives of the Company.
With regard to the 12th issue, the Meeting approved unanimously the new Remuneration Policy of the
Company, which was drawn up by the Remuneration and Nomination Committee, in accordance with the
provisions of articles 110 and 111 of Law 4548/2018 and defines the more specific framework, conditions
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
10
and basic principles which are followed during the process of determining the fees, compensations and
other benefits in general paid to the persons, which fall within the scope of this policy.
With regard to the 13th issue, the Meeting approved by majority, in accordance with the provisions of
article 113, paragraph 4 of Law 4548/2018, as applicable, the provision of authorization to the Board of
Directors of the Company for the establishment of a plan concerning the distribution of shares to the
members of the Board of Directors, the Directors and the personnel of the Company and its affiliates in the
form of an option to acquire shares. The granting of authorization to the Board concerned also the more
specific definition of the terms and conditions of the relevant plan in accordance with the current legislative
framework and the performance of all actions required for the proper implementation of the plan, including
the eventual increase of the Company's share capital as a result of exercising the rights of the above plan,
partially or fully, for a period of five years.
With regard to the 14th issue, in relation to which no decision was made, the Independent Non-Executive
BoD Members' Report was submitted to the body of shareholders for the financial year of 2022 (01.01.2022
-
31.12.2022), in accordance with the provisions of article 9, paragraph 5 of Law 4706/2020, and was read
accordingly.
2. Exercise of Stock Option Plan and subsequent increase of the Company's share capital
According to the terms of the Stock Option Plan, which was established by virtue of the decision of the
Board of Directors dated 17/05/2021, in execution of the decision of the Annual Ordinary General Meeting
of the Company's shareholders
dated 29/6/2018, the Company's executives, as determined by virtue of the
relevant decision of the Board of Directors dated 24/5/2021, were invited to submit by 29/3/2023 a
statement of intention to exercise the stock options which in total corresponded to 74,200 new common,
registered shares of the Company.
In particular and based on the statements of interest submitted:
Stock Option Plan
Number of Stock Options Granted
75,200
Number of Stock Options Exercised
74,200
Price of Exercise
3.00 €
Exercise Declaration Period of Stock Options
23.12.2022 -
29.03.2023
Payment Deadline
29.03.2023
– 20.04.2023
Pursuant to the term 7.2 of the Plan, out of the total number of 75,200 stock options (rights), 1,000 rights
became inactive. After exercising 74,200 stock options of the respective Stock Option Plan with an exercise
price of 3.00 Euro, the beneficiaries (members of the Board of Directors, Directors and personnel of the
Company) paid a total amount of 222,600 Euros via transfer to a bank account held in the name of the
Company. Consequently the share capital of the Company was increased by 40,068 Euros (whereas the
remaining amount of 182,532 Euros was transferred to the share premium account emerging from the
issuance of shares above par value) via the issuance of 74,200 new common registered shares of the
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
11
Company carrying voting rights, and with nominal value of 0.54 Euros per share, as follows (amounts in
thousands of Euros).
The above share capital increase pursuant to the BoD decision as of 21/04/2023 was certified by a new
decision of the Company’s Board of Directors on 02/05/2023, in line with the respective decisions of the
above mentioned Annual Ordinary General Meeting of Shareholders, and was registered in the General
Commercial Registry (G.E.MI.) on 03/05/2023, through the Companies Division (Department of Listed
Companies) of Ministry of Development and Investments being the competent Supervisory Authority.
Following the above increase, the Company's share capital
now amounts to 6,409,380.96 Euros, divided
into 11,869,224 common registered shares, with a nominal value of 0.54 Euros per share.
The Corporate Transactions Committee of the Athens Exchange, Greece, during its meeting on May 11
th
,
2023, approved the listing for trading of the 74,200 new common, registered shares of the Company.
On May 18
th
, 2023, the trading of the aforementioned 74,200 new shares commenced on the Athens
Exchange, Greece.
3. Plan for the distribution of shares to the members of the Company's Board of Directors, managers and
other executives, in the form of stock options
The Board of Directors of the Company, during its meeting on July 10
th
, 2023 and following the authorization
provided by the Annual Ordinary General Meeting of shareholders on June 16
th
, 2023, proceeded to
establish a new plan for distribution of shares to the members of the Board of Directors, the managers and
top executives of the Company, in the form of stock options (rights) to acquire shares. The above are in
accordance with the current regulatory framework and specifically with the provisions of article 113 of Law
4548/2018.
The maximum number of shares that can be granted under the above stock option plan is 75,400 shares.
The plan consists of granting stock options to the participants, in order for the latter to acquire shares of
the Company through their participation in a share capital increase at a fixed offering price, set at three
(3.00) Euros per stock option.
September 30
th
, 2025 was set as the maturity date of the rights.
The exercise of stock options and the deposit that must be made by the beneficiary of these rights will take
place from 30.09.2025 to 20.10.2025. The Company will notify
in time the beneficiaries of the
corresponding bank account of the Company.
In order to exercise the rights, a prior written notification of the beneficiary's intention to exercise the
relevant right is required by June 30
th
, 2025, i.e. three (3) months before the above maturity date.
In accordance with the article 113, paragraph 3 of Law 4548/2018 after the exercise of stock options by the
participants, the Board of Directors will issue and distribute the shares to the beneficiaries and will take a
respective decision in relation to the Company's share capital increase by an amount equivalent to the value
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
12
emerging from the rights that have been exercised. The Board of Directors will also take a relevant decision
with regard to the certification of payment of the Company's share capital increase.
With the decision of the Company's Board of Directors dated 14.07.2023, the beneficiaries were defined in
accordance with the specific provisions of the Plan and the options were granted corresponding to 75,400
shares of the Company.
The evolution of exercise of the Stock Option Plan of the Company is depicted in the following Table.
4. Issuance of a Common Bond Loan with a total nominal value of 7,000,000 Euros.
Following the decision of the Board of Directors dated June 21, 2023, the Company signed on June 21, 2023
a Common Bond Loan Agreement through a private placement, in accordance with the provisions of Law
4548/2018 and Law 3156/2003, as applicable, with a total nominal value of seven million Euros (7,000,000)
entirely covered by the Societe Anonyme Banking Company under the name "National Bank of Greece S.A.".
"National Bank of Greece S.A." was appointed as Paying Agent and Representative of the Bondholders.
The product of the aforementioned Common Bond Loan will be utilized by the Company in order to cover
long-term working capital needs but also serve its corporate purposes and business activities in general.
5. Share capital increase of the subsidiary "FLEXOPACK INTERNATIONAL LIMITED"
Following the decision of the Board of Directors on 26 July 2023, the Company proceeded with a share
capital increase by
the amount of nine million (9,000,000) Euros
in the fully owned (by 100%) subsidiary
of the company "FLEXOPACK INTERNATIONAL LIMITED" based in Larnaca, Cyprus.
This capital injection was implemented through the increase of the subsidiary company’s share capital
(which constitutes the holding company and the participating arm of the Group's strategic development on
global level), with the sole objective being the additional financing of Brisbane-based Australian subsidiary
of the Group under the name " FLEXOPACK PROPERTIES PTY LTD". This financing will allow the latter to
proceed with the construction of a new industrial building within its privately owned land plot located in
Australia. The purpose of the investment concerns the development and implementation of a model-based
production unit that will be the catalyst in the Group's dynamic expansion in the specific geographical area.
6. Participation in international exhibitions
Stock Option Plan
Initial balance
Plan
Period of the
plan
Granting date
Maturity date
Exercise period
Exercise price
Options at
beginning of
year
Options
granted
Options
matured
Options subject
to performance
Options
granted but
not matured
Options subject
to retention
Plan 1
17.05.2021-
20.04.2023
24.05.2021
29.3.2023
29.3.2023-
20.04.2023
3 ΕΥ ΡΩ
75,200
-
74,200
-
-
-
Plan 2
10.07.2023-
30.09.2025
14.07.2023
30.9.2025
30.9.2025-
20.10.2025
3 ΕΥ ΡΩ
-
75,400
-
-
75,400
-
Total
75,200
75,400
74,200
-
75,400
-
During the period
Ending balance
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
13
In the context of the Management’s effort to further strengthen the Group's export activity and make its
products even more recognized and stronger contributors in terms of revenue generation in the
international markets, the companies of the Group participated in the following exhibitions:
In general, through participation in relevant international exhibitions, the aim is to increase the recognition
of the Group's products, to strengthen the Company's international network, to achieve new partnerships
and to expand the Group's presence both on a product and geographical level.
7. Issuance of tax certificate for the year 2022
The Company on 19
October 2023 pursuant to the provisions of paragraph 4.1.3.1, sect. 12 of the Athens
Exchange Regulation and article 17 of Regulation No. 596/2014 of the European Parliament and of the
Council as of April 16, 2014, notified the investors’ community that, after completion of the special tax
audit for the fiscal year 2022 (tax year 2022) carried out by the statutory auditors of the Company, in
accordance with the provisions of article 65A of Law 4174/2013 as in force today, a tax certificate was
issued for the Company with a conclusion “without reservation”.
Corresponding tax certificates with conclusion “without reservation” for the fiscal year 2022 (tax year
2022) were issued for the associate companies "INOVA SA" and "VLACHOU BROS SA".
SECTION Β΄
Major risks and uncertainties
Given its constant export orientation and particularly its high extrovert strategy, the Group operates
within an intense competitive and rapidly changing international environment. The Group’s general
activities create several financial and other risks, including exchange rate risk, interest rate risk, credit and
liquidity risk. The basic risk management policies that the Group applies during the performance of its
business activity are determined primarily by its Management and are re-assessed on a continuous and
systematic basis. The overall risk management plan of the Company and in general of the Group focuses
on the fluctuations of the financial markets and aims to mitigate and also minimize the potential adverse
effects of these fluctuations on the financial performance and results of the Group as a whole.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
14
The Group’s financial assets and financial liabilities mainly consist of cash & cash equivalents, trade
receivables, loans and other receivables, bank loans, lease liabilities as well as liabilities towards suppliers
and related liabilities.
The Board of Directors of the Company is responsible for the effective monitoring of the exposure to
business risks of the Company and the Group in general and performs with an aim to ensuring stability,
the uninterrupted continuation of operations and the growth of the Company.
The Management is responsible for the appropriate and effective implementation of the Business Risk
Management System across the entire spectrum of the daily life of the Company and the Group in general.
In particular, the Management is responsible for the systematic identification and proper evaluation of
risks that affect business activities and in addition, oversees the formulation and timely implementation
of the respective risk management plans. It regularly evaluates, along with the assistance of the audit
Committee, the effectiveness and the need to adjust risk management plans in order to achieve optimal
management.
I. Financial Risks
The usual financial risks to which the Group is exposed are as follows:
Α. Exchange rate risk
The Group operates on a global level and realizes transactions in foreign currency, mainly: (a) in U.S. dollar
(U.S.D.), (b) in Polish zloty (PLN), (c) in Australian dollar (AUD) and (d) in British Pound (GBP).
The Group’s exposure to foreign exchange risk mainly emerges from existing or expected cash flows in
foreign currency (exports-imports), as well as from investments in foreign countries under a different
currency other than Euro whose equity is exposed to exchange rate risk during the translation of their
financial statements for consolidation purposes.
The foreign exchange risk that emanates from transactions in foreign currency according to the above is
hedged with the use of placements in foreign currency and foreign exchange futures, depending on the
needs each time.
The Group monitors on constant basis the movements of the above exchange rates and the particular
risk, as consequence of the broader uncertainty and volatility that characterizes the global environment,
exists and may significantly affect the results of the Group during the financial year 2024.
A relevant analysis is presented in the note 5A of the annual Financial Statements, with regard to the
breadth of the above effect.
Β. Credit risk
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
15
Credit risk is the possibility that a counterparty will cause financial loss to the Group and the Company
due to the breach of its contractual obligations.
The maximum credit risk to which the Group and the Company are exposed, at the date of preparation of
the financial statements, is the book value of their financial assets.
The Group does not face significant credit risk until today. Trade receivables stem from a wide client base,
both from Greece and mainly from abroad. The Group’s turnover mainly consists of transactions with reliable
and creditworthy firms and companies in general, with most of which it sustains a long-term collaboration
and relation of mutual trust in the majority of cases.
It should be noted that the Group has established and systematically applies credit control procedures that
aim at minimizing bad debt. The Credit Control Department defines credit limits per customer and specific
sales and cash collection terms are applied, while possible security is requested when deemed necessary. To
the greatest possible extent, the Group continuously and systematically monitors the performance and
financial position of its customers, in order to be pro-active and to evaluate the need to take specific
measures per customer, also according to the market characteristics and difficulties where each customer
operates in.
No doubtful debtors exist that have not been covered by provisions for doubtful receivables.
It is also noted that the particular risk, although existent mainly due to the war conflict in Ukraine but also
the uncertainty in the wider Middle East region, is considered for the time being as relatively limited and
controllable according to the historic data possessed by the Group and in the context of the precautionary
measures that have been taken and as well as the procedures that have been established.
It is underlined that a potential credit risk exists in cash and cash equivalents as well.
The particular risk may arise from a possible inability of the collaborating financial institution to meet its
obligations towards the Group. The Group applies procedures that limit its exposure to credit risk in
relation to each financial institution which the Group collaborates with.
A relevant analysis is presented in the note 5C of the annual Financial Statements.
C.
Liquidity risk
In general, the monitoring of liquidity risk is focused on systematic monitoring and effectively managing cash
inflows and outflows on a constant basis, in order for the Group to be able to smoothly and consistently meet
its cash liabilities.
Liquidity risk is maintained at low levels by holding and ensuring adequate cash balances, while it should also
be noted that there are adequate unused credit lines with financial institutions in order to face any possible
shortage in cash. Such case however, despite the clearly negative circumstances and conditions particularly
and historically seen in the domestic economy over the past years (debt crisis, health crisis, energy crisis,
etc.), has not yet appeared.
Taking into consideration, however, both the concerns regarding the aggravation of economic conditions
in the global market place, the significant appreciation of energy prices, raw materials and food items, as
well as the course of the global economy mainly due to the impact of the war conflict in Ukraine, but also
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
16
the ongoing war conflict with reduced intensity in Gaza Strip, the probability of this risk affecting the
Group's cash position, however to a controllable and manageable extent, cannot be ruled out.
A relevant analysis is presented in the note 5D of the annual Financial Statements.
D.
Cash flow risk due to changes in interest rates
The Group's bank borrowing is long-term and is mainly denominated in Euro currency, linked to Euribor
interest rates plus a spread. The recent stabilization of interest rates at higher levels has negatively
affected the Group's financial results and cash flows.
Interest rate risk is currently considered relatively controllable.
A relevant analysis is presented in the note 5B of the annual Financial Statements.
ΙΙ. Other risks to which the Group is exposed
Α. Risk arising from
competition of foreign and domestic firms
The competition in the international market where the Group and the Company activate is becoming
constantly stronger.
The Group, based on the fully staffed and equipped Research and Development Department that it owns,
and on the long-term presence it possesses in the sector, manages to differentiate its products from the
competition and to present innovative diversified solutions, which the Group can generate thanks to its
broad investment program aiming at a constantly expanding production capacity. The quality of the
Group’s produced products, the strong recognition, and especially the brand name of the Group and the
Company further contribute towards this direction.
Despite the above, the particular risk due to the stronger competition seen on international level is real
and exists, and therefore it may affect the performance and results of the Group during the fiscal year
2024.
Β. Risk of reduced demand due to consumption slowdown
The Group is active in an intensive and competitive, as well as volatile, global environment. Its specialized
know-how in conjunction with the research, development and creation of new products and strong
infrastructure in production equipment, assist the Group to remain competitive as well as expand or achieve
its penetration in new markets.
The products of the Group are used mainly in food packaging which, since food is of first need, are usually
affected the least from consumption slowdown, however they may be affected subsequently by external
factors that may prevail in the markets in which the Group is active. External factors that may harm demand
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
17
for the Group’s products include the probability of illnesses in meat, the change in food and nutrition
patterns, climate changes, a slowdown of the global economy etc.
Given that at the present time there is a significant increase in inflation and interest rates both in the
Eurozone and globally, without signs of any de-escalation at the preparation time of the present financial
report, the particular risk is assessed as significant and therefore it might affect the Group's financial
performance and financial results during the financial year of 2024.
C. Risk related to the cost of production
(a) risk of increasing raw material prices
The Group is exposed to continuous price volatility of raw materials that it acquires internationally. This
volatility may result from abrupt changes in oil production prices, other chemical products or other reasons.
The Group, based on its experience and know-how, takes all the necessary and appropriate measures to
ensure to the greatest possible extent the adequacy of raw materials as well as their sourcing under the
best possible conditions.
In order to reduce this risk, the Group’s inventory and commercial policy applied on a per case basis is
adjusted accordingly in order to diversify and transfer part of this risk, to the extent that this is possible
and according to the current conditions present each time as regards to competition.
Following the above and taking into account the volatile and uncertain global economic environment, this
risk in case of inability to substantially transfer the increase in the cost of raw material prices to the price
of the final product, is assessed as particularly significant and may adversely affect the Group's results
during the current year 2024.
b) risk of rising electricity prices.
Electricity consumption is an important cost factor in relation to the Group's production activity.
To address this particular risk and mitigate its negative consequences, the Group invests systematically in
equipment with low electricity consumption.
However, at the present time and in view of the uncertainty and volatility that prevails, as a result of the
successive hikes in energy prices due to the ongoing war conflict between Russia and Ukraine, but also
due to the wider unrest that prevails in Middle East region, this type of risk is being assessed by the
Company's Management as significant and capable of affecting the financial results and performance of
the Group during the financial year2024.
D. Risks related to work safety
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
18
Work safety for the Group’s employees is a top priority and necessary condition when operating its
production facilities. A plan that focuses on establishing a safety culture throughout all the Group’s
activities and operations, as well as on targeting the constant training and education of the Company’s
personnel is applied on a continuous and constant basis. Moreover, broad educational programs are
applied to systematically and fully train and educate employees on workplace safety and hygiene issues.
The application of such programs is continuously reviewed by the Company’s relevant Department with
the assistance of specialized professionals - Security Technicians with whom the Company collaborates.
E. Environmental risks
Protection of the environment and sustainable development are fundamental principles and growth
pillars for the Group. For this reason, the Group takes strict measures in the areas where it operates,
which in several cases extend further than those imposed by law. The Group invests in best available
techniques for protecting the environment, it closely monitors planned changes in environmental law,
develops its production units with absolute respect towards the environment and it ensures to take the
necessary measures in advance so as to avoid any risk of not complying with the current legislative and
regulatory framework.
F. Risks related to climate change
Climate change is a global environmental issue with implications that significantly affect human health,
working conditions and safety at work.
The optimal response to the risk of climate change comprises a fundamental commitment of the Group,
which in addition to its legal obligation also considers this issue as a moral obligation to contribute actively
and substantially to the efforts of both the international community and our country to combat climate
change-related risks.
The Group recognizes both the risks associated with the phenomenon of climate change, and its
obligations in relation to the need for continuous improvement of its environmental performance.
The mitigation of the effects of climate change affects inevitably and determines significantly the business
strategy of the Group through the adoption and implementation of measures to reduce its environmental
footprint and the systematic effort to use environmentally friendly sources of energy.
The Group monitors and records on a systematic basis the environmental impact of its business activities
and takes measures to reduce its environmental footprint. FLEXOPACK aims at the continuous reduction
of carbon emissions which are mainly due to the consumption of electricity which is the main source of
energy of the Company.
The Group's vision is to continue to be one of the most important Greek companies with a strong
international presence and with a parallel contribution to sustainable development. The desire of the
Group is to enhance its long-term value through the production of technologically advanced products that
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
19
meet the most demanding international standards along with quality, safety and sustainable development
standards.
In this context, the Group promotes and implements a policy, which focuses on the following areas:
- Demonstration of preparedness for emergencies,
-application of emergency prevention, detection and management procedures,
-design and construction of facilities aiming at the greatest possible energy savings,
-frequent maintenance and constant renewal and upgrade of the used mechanical equipment, in order
to leave a low energy footprint,
-continuous information, training and awareness raising of personnel on climate change issues,
-integration into the system of recycling and alternative packaging management, in order to prevent the
generation of packaging waste and the reuse, recycling and effective utilization of all materials,
-selection of recyclable, if possible, raw materials with the lowest possible energy footprint,
-application of technologies for reduction of direct and indirect emissions of greenhouse gases from
energy consumption,
-monitoring of the policy followed by the Group suppliers regarding the implementation of procedures
for dealing with climate change and the use of renewable energy sources along with the provision of
relevant recommendations and suggestions, where necessary,
-building relationships of trust with the local communities in which the Group develops its business
activities; continuous care to minimize the inconveniences caused.
G. Risks due to the spread of COVID-19 pandemic
After almost four years dealing with the coronavirus pandemic, the degree of uncertainty regarding the
course and further spread of the Covid-
19 pandemic is n
ow significantly lower, since the new variants of
virus are more contagious but have milder symptoms compared to the previous ones, especially for
people who are fully vaccinated and are not vulnerable from a health perspective. At the same time, the
above conditions have led to a relaxation if not to a complete removal of the restrictive measures This
further strengthens the assessment of the competent health authorities towards the steady transition
from a pandemic to an endemic situation.
However constant vigilance is still required, even at a global level, as the possibility of new dangerous
epidemics as well as mutations cannot be ruled out.
H. Risk related to the war in Ukraine.
On February 24, 2022, the Russian military invasion of Ukraine took place, which then escalated into a
war, creating geopolitical instability and unsustainable repercussions on the global economy. The latter
was due to the large increases in energy prices, raw materials, industrial metals and other consumer
goods.
It is noted that the Group has no significant business exposure to the countries involved in the war conflict
and therefore no material impact (direct or indirect) exists on its business activities.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
20
The Group's sales towards Russia and Ukraine in year 2023 cumulatively accounted for 0.06% of the
consolidated turnover, while in the previous year 2022 they had represented 0.88% of the consolidated
turnover.
SECTION C
Significant transactions with related parties
This section includes transactions that took place during the period 1/1/2023 – 31/12/2023 between the
Company and its related parties, as defined in the International Accounting Standard (IAS) 24.
In particular, the amounts of sales and purchases, the balances of receivables and liabilities as well as
explanatory notes are included.
The most significant transactions are presented in the following table.
1/1/-31/12/2023
COMPANY
Sales of goods
and services
Purchases of
goods and
services
Receivables
Liabilities
Subsidiaries
FLEXOPACK POLSKA Sp. Zo.o
7,136
9,383
1,559
2,277
FLEXOSYSTEMS Ltd -Belgrade
375
3
122
0
FLEXOPACK PTY LTD- AUSTRALIA
18,674
0
10,279
0
FLEXOPACK TRADE AND SERVICES UK LIMITED
10,408
0
3,273
0
FLEXOPACK IRELAND
599
0
320
0
FLEXOPACK DENMARK
0
0
21
0
FLEXOPACK FRANCE
1,255
0
287
0
FLEXOPACK USA
17,249
0
6,268
0
FLEXOPACK ΝΖ LIMITED
91
0
0
0
55,787
9,386
22,130
2,277
Related/Associate Companies
ΙΝΟVA SA
237
2
10
0
VLAHOU BROS SA
3,444
974
1,526
449
OTHER RELATED PARTIES
0
128
0
0
3,681
1,104
1,536
449
Grand Total
59,468
10,490
23,666
2,726
Benefits towards management and executives
1/1/-
31/12/2023
1/1/-
31/12/2022
Transactions and fees of senior executives and members of the management
3,669
2,993
Receivables from senior executives and management
0
0
Liabilities towards senior executives and management
124
129
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
21
Notes:
It is also noted:
1. No other transactions related to the Company parties exist according to the provisions of the
International Accounting Standard 24 apart from the above mentioned.
2. No loans or any other credit facilitations have been granted to the Board members or other senior
executives of the Company and their families.
3. It is specifically noted for purposes of completeness and accuracy that with regard to the natural persons
- members of the Board of Directors and executives of the Company, the above remuneration includes also
fees of 300 thousand Euros from the profit of the financial year 2022 paid to the members of the Board of
Directors (excluding the independent non-executive members), as well as the stock option benefits
mentioned in Point 2 of Section A of this Report. With the exception of the above, there are no other
transactions between the Company and the executives and members of the Board of Directors.
4. There were no changes in the transactions between the Company and its related parties that could have
a material impact on the Company's financial position and performance for the period 1/1/2023-
31/12/2023.
5. The Company has provided a guarantee to a credit institution based in Poland in favor of its subsidiary
company "FLEXOPACK POLSKA Sp. Zo.o" amounting to 6.138 million Euros to ensure the repayment of loans
that have been granted to the subsidiary company.
6. The Company has also provided a guarantee towards a banking institution in favor of its subsidiary
"FLEXOPACK PTY LTD" based in Australia, with a maximum guarantee amount of approximately 65,000
Euros.
7. The transactions described above have been carried out under normal market conditions and do not
contain any exceptional, favorable or special features, which would make necessary additional analysis per
related party.
8. There is no separate transaction that is assessed as significant, within the meaning of Circular number
45/2011 of the Hellenic Capital Market Commission.
9. The Company's transactions and outstanding balances with subsidiaries have been eliminated from the
consolidated financial statements.
The transactions that took place during the previous fiscal year 2022 are shown in note 6.29 of the annual
Financial Statements.
SECTION D’
Development, performance and financial position
This section includes a brief review of the development, performance, activity and position of the Group
and the Company.
Α. Statement of Financial Position
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
22
Items (in thousand Euro) of the Statement of Financial Position for the year 2023 are presented below along
with the most important changes that occurred versus the corresponding year of 2022.
The most important changes in the consolidated statement of financial position as of 31/12/2023
compared to the corresponding period of 31/12/2022 are as follows:
Increase in the cash and cash equivalents account by 16.183 million Euros due to the collection of new
Group loans amounting to 10.896 million Euros (Notes 6.15 and 6.33)
, as well as due to the improvement
of the Group's operating cash flows.
The Group's total liabilities on 31/12/2023 amounted to 76.548 million Euros, the equity amounted to
121.386 million Euros and the cash and cash equivalents settled at
39.955 million Euros.
Β. Items of statement of income
Items of the statement of income for the year 2023 are presented below, along with the most significant
changes from the items of the statement of income for the year 2022.
STATEMENT OF FINANCIAL POSITION
EUR THOUS.
GROUP
COMPANY
ASSETS
31/12/2023
31/12/2022
Change
% Ch.
31/12/2023
31/12/2022
Change
% Ch.
Non-current assets
82,115
68,970
13,146
19.1%
83,577
69,172
14,405
20.8%
Cash and cash equivalents
39,955
23,772
16,183
68.1%
24,418
16,694
7,724
46.3%
Other current assets
75,862
83,277
-7,415
-8.9%
58,230
74,158
-15,928
-21.5%
Total Assets
197,933
176,019 21,915
12.5%
166,225
160,024
6,201
3.9%
EQUITY
Total Equity
121,386
106,509 14,876
14.0%
107,535
100,632
6,903
6.9%
LIABILITIES
Total bank debt
39,137
33,073
6,064
18.3%
32,052
29,412
2,639
9.0%
Other long-term liabilities
5,044
1,917
3,127
163.1%
3,482
1,365
2,118
155.2%
Suppliers and other short-term liabilities
28,977
27,821
1,155
4.2%
21,181
24,003
-2,822
-11.8%
Liabilities due to income tax
3,390
6,698
-3,307
-49.4%
1,975
4,611
-2,636
-57.2%
Total Liabilities
76,548
69,509
7,038
10.1%
58,690
59,391
-702
-1.2%
Total Equity & Liabilities
197,933
176,019 21,915
12.5%
166,225
160,024
6,201
3.9%
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
23
The following are noted with regard to the above items of the consolidated statement of income
concerning the period 1/1/-31/12/2023 versus the previous financial year 2022.
Consolidated sales amounted to 153.090 million Euros,
posting an increase of 1.4%.
Gross profit amounted to 41.996 million Euros,
settling lower by 4.7%.
Operating profit
amounted to 19.834 million Euros,
posting
a decrease of 5.9%.
Earnings before interest, taxes, depreciation and amortization (EBITDA) amounted to 25.773 million
Euros, dropping
by 4.9%%.
Earnings before taxes accounted for
19.057 million Euros,
recording an increase of 0.8%.
Earnings after taxes amounted to 15.101 million Euros, increased by 7.1%.
C. Items of the Statement of Cash Flows
The following table depicts the items of the cash flow statement for the year 2023 compared to the
corresponding cash flow statement for the year 2022.
STATEMENT OF INCOME
EUR THOUS.
GROUP
COMPANY
1/1-
31/12/2023
1/1-
31/12/2022
Change
% Ch.
1/1-
31/12/2023
1/1-
31/12/2022
Change
% Ch.
Turnover
153,090
151,012
2,079
1.4%
112,521
120,395
(7,874)
-6.5%
Gross Profit
41,996
44,075
(2,080)
-4.7%
25,857
28,535
(2,678)
-9.4%
Administrative Expenses
(6,542)
(6,067)
(474)
7.8%
(5,085)
(4,344)
(741)
17.1%
Research & Development Expenses
(1,806)
(1,694)
(112)
6.6%
(1,653)
(1,560)
(92)
5.9%
Distribution Expenses
(13,865)
(15,022)
1,156
-7.7%
(6,691)
(8,357)
1,666
-19.9%
Other Operating Income-Expenses
51
(212)
262
-124.0%
184
(61)
246
-400.6%
Operating Profit
19,834
21,081 (1,247)
-5.9%
12,612
14,212
(1,600)
-11.3%
Financial (expenses) - income
(1,319)
(551)
(769)
139.6%
(1,126)
(411)
(715)
173.9%
Other Financial Results
(549)
(2,239)
1,690
-75.5%
(691)
(2,056)
1,365
-66.4%
Proportional result of related
companies
1,092
608
484
79.5%
-
-
-
-
Earnings before taxes
19,057
18,899
157
0.8%
10,795
11,745
(950)
-8.1%
Income tax
(3,956)
(4,798)
842
-17.6%
(2,498)
(2,570)
72
-2.8%
Earnings after taxes
15,101
14,102
999
7.1%
8,297
9,175
(878)
-9.6%
Depreciation / Amortization
5,939
6,008
(69)
-1.1%
4,210
4,400
(189)
-4.3%
EBITDA
25,773
27,089 (1,316)
-4.9%
16,822
18,612
(1,789)
-9.6%
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
24
The increase in the net cash flow from operating activities was mainly due to the change in working capital
(inventory and trade receivables).
D. Financial Ratios
The major financial ratios are presented below.
Ε. Alternative Performance Measures (APM)
The Alternative Performance Measure (APM) constitutes a financial ratio or an indicator measuring the
historic or future financial performance with regard to the financial position or the cash flows. The APM is
not stipulated or required by the existing framework of Financial information (IFRS).
The general principle of the Group is to present the particular alternative performance measures in a clear
and transparent manner so that these indicators are appropriate and useful for decision making purposes
STATEMENT OF CASH FLOWS
EUR THOUS.
GROUP
COMPANY
1/1-31/12/2023 1/1-31/12/2022 1/1-31/12/2023 1/1-31/12/2022
Net cash flows from operating activities
28,080
2,902
24,692
970
Net cash flows from investment activities
(13,779)
(12,685)
(16,287)
(14,010)
Net Cash flows from financing activities
2,302
14,425
(681)
14,034
Net (decrease)/ increase in cash and cash
equivalents
16,602
4,642
7,724
994
Cash and cash equivalents at the beginning of
the period
23,772
19,138
16,694
15,700
Effect from foreign exchange differences
(419)
(7)
0
0
Cash and cash equivalents at the end of the
period
39,955
23,772
24,418
16,694
Financial Ratios
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Explanation
Capital Structure
61.3%
60.5%
64.7%
62.9%
Total Equity / Total Assets
Liquidity Ratio
3.0
2.7
2.9
2.8
Total Current Assets / Total Short-term
Liabilities
Profit Margin
12.4%
12.5%
9.6%
9.8%
Earnings before Taxes / Total Turnover
Return on Equity
15.7%
17.7%
10.0%
11.7%
Earnings before Taxes / Total Equity
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
25
by the readers of the financial statements.
The APM should be taken into consideration always in conjunction with the financial results that have
been prepared in accordance with the IFRS and in no case should function as alternative ones.
The Management monitors the following alternative performance measures:
a) Capital Management
The goals of the Group with regard to the capital management refer to the uninterrupted course of its
business activities, the assurance of the financing of investment plans and the optimal allocation of capital
targeting the reduction of cost of capital.
For the purposes of capital management, the Group systematically monitors the ratio:
“Net debt to Total employed capital”
.
The net debt is calculated as the total short-term and long-term interest bearing liabilities minus the total
cash and cash equivalents.
The total capital employed is calculated through the sum of the net bank debt and the total equity.
For the fiscal years ended on 31
st
December 2023 and 2022 respectively, the particular ratio settled as
follows:
The Group may affect its capital structure via the repayment or the collection of additional bank debt,
through share capital increase or return of capital to shareholders, and via the distribution or not of
dividends and through other distributions.
b) Earnings before interest, taxes, depreciation and amortization (EBITDA)
EUR THOUS.
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Long-term debt obligations
32,259
27,674
27,191
25,552
Short-term bebt obligations
6,878
5,400
4,861
3,861
Total bank debt
39,137
33,073
32,052
29,412
Liabilities for Leases
1,128
648
643
289
Total Bank Debt
40,265
33,721
32,695
29,701
Minus : Cash and cash equivalents
39,955
23,772
24,418
16,694
Net Bank Debt (1)
309
9,949
8,277
13,007
Total Equity (2)
121,386
106,509
107,535
100,632
Total Employed Capital (1)+(2)
121,695
116,458
115,812
113,639
Net Bank Debt / Total Employed Capital
0.3%
8.5%
7.1%
11.4%
Group
Company
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
26
For the fiscal years ended on 31
st
December 2023 and 2022 respectively, the particular figure settled as
follows:
SECTION E
Analytic information, according to article 4, par. 7 of Law 3556/2007, as currently in effect, and respective
explanatory Report
According to article 4 par. 7 of Law 3556/2007 the Company is obliged to disclose analytic information in
the present Report, as regards to a number of issues. Therefore, in compliance with the relevant legal
provision, the following are disclosed:
1) By virtue of the decision of the Board of Directors of the Company from 21/04/2023 and in the context
of the annual implementation of the Stock Option Plan approved by the Annual Ordinary General Meeting
of shareholders on 29 June 2018 that concerned the granting of stock options t
o selected executives of
the Company as well as its affiliated companies, the Company's share capital increased by the amount of
€40,068 via the issuance of 74,200 new ordinary, registered shares carrying voting rights, with a nominal
value of fifty four cents (€ 0.54) per share and an offering price of three Euros (€ 3.00) per share. The
difference between the offering price of the above new shares and the nominal value, i.e. € 182,532 was
recorded to the “share premium reserve account”.
Following the above, the Company's share
capital as of today amounts to 6,409,380.96 €
and is divided
into
11,869,224
common, registered shares, with a nominal value of 0.54 € per share.
It is also noted that the relevant amendment of article 5 of the Company's Articles of Association as a
result of the above decision of the Board of Directors was recorded in the General Commercial Registry
(GEMI) on 03/05/2023 with Registration Code Number
3584695
. The above was accompanied with a
protocol number
2952748/03.05.2023
announcement of the Ministry of Development and Investments
EUR THOUS.
GROUP
COMPANY
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
#
Note
Operating Profit
19,834
21,081
12,612
14,212
Statement of
Income
Depreciation of tangible fixed assets
5,008
5,036
3,531
3,714
Cash Flow
Statement
Amortization of intangible assets
415
416
415
416
Cash Flow
Statement
Amortization of right-of-use assets
517
556
264
270
Cash Flow
Statement
EBITDA
25,773
27,089
16,822
18,612
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
27
(General Secretariat of Trade - General Directorate of Market & Consumer Protection - Directorate of
Companies - Department of Listed Societe Anonyme Companies).
All Company's shares (dematerialized common registered shares) are listed and traded on the regulated
market of the Athens Stock Exchange, Greece.
Each share includes all the rights and obligations defined by law and the Company’s Articles of Association.
Ownership of a share automatically implies the complete and unreserved acceptance of the Company’s
Articles of Association and of the decisions made in accordance with law and the Company’s Articles of
Association, by the pertinent bodies of the Company.
Each share provides one (1) voting right.
2) There are no limitations as regards to the transfer of Company shares, stipulated by either the company’s
Articles of Association or specific agreements, or other regulatory provisions etc., except for limitations
emanating from five (5) existing Agreements of Subordinated Bond Loans issued by the Company.
More specifically and according to two of the Bond Loan Agreements, the Ginosati family aggregately
should own a percentage of at least 34% of the Company’s paid up share capital in order to maintain the
capacity of a “Controlling Majority”. With regard to the other two Bond Loan Agreements, it is required
that the shareholder structure of the Company in terms of the controlling majority must not be changed,
directly or indirectly.
3) The Company’s main participations (direct and indirect) are as follows:
(a) FLEEXOPACK POLSKA Sp.z.o.o: foreign Company domiciled in Poland. The Company now holds 100.00%
of shares and voting rights,
(b) “FLEXOSYSTEMS Ltd Belgrade”, foreign company, based in Serbia. The Company holds 100% of shares
and voting rights,
(c) «FLEXOPACK INTERNATIONAL LIMITED»: Foreign company domiciled in Larnaca, Cyprus, fully owned by
the Company (100% of the total shares and voting rights),
(d) «FLEXOPACK PTY LTD»: Foreign company domiciled in Brisbane, Australia, fully owned (100%) by the
subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
(e) «FLEXOPACΚ PROPERTIES PTY L
TD»: Foreign company domiciled in Brisbane, Australia, fully owned
(100%) by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
(f) « FLEXOPACK ΝΖ LIMITED »: Foreign company domiciled in Auckland, New Zealand, fully o
wned (100%)
by the subsidiary « FLEXOPACK PTY LTD » (indirect participation of the Company).
(g) «FLEXOPACΚ TRADE AND SERVICES UK LIMITED»: Foreign company domiciled in Norwich, UK, fully
owned (100%) by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the
Company),
(h) “FLEXOPACK FRANCE”: a foreign company based in Lyon, France, which is also 100% owned by the
subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation of the Company)
(i) FLEXOPACKUSA INC.: foreign company domiciled in the state of Delaware, USA, fully owned (100%) by
the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
(j) FLEXOPACK IRELAND LIMITED: foreign company domiciled in Dublin, Ireland, fully owned (100%) by the
subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
28
(k) FLEXOPACK DENMARK APS: foreign company domiciled in Copenhagen, Denmark, fully owned (100%)
by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
(l) INOVA PLASTICS SA: Domestic company in which the Company holds 50% of shares and voting rights,
(m) VLACHOU BROS SA: Domestic company in which the Company holds 47.71% of shares and voting rights,
Furthermore, regarding the direct or indirect significant holdings in the voting rights of the Company,
within the meaning of articles 9 to 11 of law 3556/2007, and on the basis of the relevant notifications
received by law (and the MAR) in the Company on behalf of the shareholders, these have as follows:
(I) Stamatios Ginosatis: 30.64% (direct participation)
It is noted that on 12.19.2013, Mr. Stamatios Ginosatis transferred under the cause of selling, the bare
ownership of 1,609,933 common, registered Company shares to Mr. Dimitrios G
inosatis, while at the same
date, he transferred, also under the cause of selling, the bare ownership of 1,609,933 common, registered
shares to Mr. Spyridon Ginosatis. Mr. Stamatios Ginosatis retained the lifetime usufruct of all of the
transferred shares,
i.e. of 3,219,866 shares, which includes the voting rights and the right to receive the
corresponding dividends.
(II) George Ginosatis: 17.36% (direct participation)
It is noted that on 12.19.2013, Mr. George Ginosatis transferred, under the cause of
selling, the bare
ownership of 881,787 common, registered shares to Ms. Stamatina Ginosati, while at the same date, he
transferred, also under the cause of selling, the bare ownership of 881,787 common, registered shares to
Ms. Catherine Ginosati. Mr. George Ginosatis retained the lifetime usufruct of all the transferred shares,
i.e. of 1,763,574 shares, which includes the voting rights and the right to receive the corresponding
dividends.
(III) Nikolaos Ginosatis: 16.08% (direct participation)
It is noted
that on12.19.2013,Mr.Nikolaos Ginosatis
transferred, under the cause of selling, the bare
ownership of 600,000 common, registered shares to Ms. Stamatina Ginosati, maintaining the lifetime
usufruct of all the transferred shares, which includes the voting rights and the right to receive the
corresponding dividends.
On 3/8/2023, after consolidating the bare ownership right with the usufruct right, Ms. Stamatina Ginosati of
Georgios acquired full ownership and voting rights over the above mentioned 600,000 shares of the Company
and consequently Stamatina Ginosati directly controls 933,948 voti
ng rights which correspond to 7.87% of
the Company's voting rights and shares.
4) There are no shares, which provide special control rights.
5) To the Company’s knowledge, no restrictions on voting rights exist for the Company’s shareholders.
However, the notes presented in 3) (I) (II) and (III) with regard to the beneficial interest of the major
shareholders are highlighted.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
29
6) To the Company’s knowledge, there are no agreements between shareholders that imply limitation on the
transfer of shares or limitations on the exercise of voting rights.
7) As regards to the appointment and replacement of the Company’s Board members and concerning the
amendment of the Company’s Articles of Association, there are no rules that differ than those stipulated in
L. 4548/2018, as such is in effect today.
8) There is no permanent special authorization of the Board of Directors or certain members to issue new
shares
or purchase own shares, according to article 49 of law 4548/2018. The relevant competence and
authority is provided to the Board of Directors of the Company by decision of the General Meeting of its
shareholders.
The Annual Ordinary General Meeting of the Company's shareholders on June 16, 2023 decided, among
other things, in accordance with the provisions of article 49 of Law 4548/2018, as in force, the purchase
by the Company within a period of twenty-four (24) months from the date of the above decision, i.e. until
16/06/2025, of a maximum percentage of 10% of the Company's existing shares (with the above limit
including the entire number of treasury shares that the Company already held in the context of a previous
share repurchase program). The respective range of purchase price was set between three Euros (3.00 €)
per share (minimum limit) and eight Euros (8.00 €) per share (maximum limit). At the same time, the
Meeting provided to the Board of Directors of the Company the authorization for the proper
implementation of the above share repurchase plan.
At the time of preparation of the current Report, the Company owned 96,450 treasury shares of nominal
value of € 0.54 per share, acquired on 22.07.2020 through an over-the-counter transaction (OTC) with an
average purchase price of four Euros (4.00 €) per share, within the framework of the share repurchase
plan that had been approved by the Annual Ordinary General Meeting of shareholders of June 26, 2020.
The Company’s treasury shares correspond to a percentage of 0.81% of the total share capital.
9) There is no significant agreement contracted by the Company, which becomes in effect, is amended or
terminated in case of change in the Company’s control following a tender offer, with the exception of:
(a) the signed agreement dated 24/11/2022 for the coverage of the Common Bond Loan between the
Company and “EUROBANK SOCIETE ANONYME”, which provides for the right of Bondholder to denounce
the loan “if the majority that currently controls the Issuer ceases to have control over the legal entity of
the Issuer or the Group to which it belongs”.
(b) the signed agreement dated 9/6/2022 for the coverage of the Common Bond Loan between the
Company and “ALPHA BANK SOCIETE ANONYME” (Trustee or Agent of the payments), which provides for
the right of the Bondholder to denounce the loan “if the Issuer’s current shareholding structure is altered,
directly or indirectly, as regards to the “controlling majority”.
(c) the signed bond agreement dated 17/11/2021 between the Company and the National Bank of Greece
SA; (a representative of the Bondholders and the attorney-at-law of payments), which also provides for
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
30
the right of the Bondholder to terminate "if the percentage of participation in the paid-up share capital of
the Issuer belonging to the Ginosatis family is less than 34% of that with the voting rights".
(d) The signed, on 24.12.2018, agreement for the coverage of the common Bond Loan between the
Company and “EUROBANK ERGASIAS S.A.” (representative of the Bondholders and Trustee of the
payments), agreement which provides for the right of the Bondholder to denounce the loan “if the Issuer’s
current shareholding structure is altered as regards to the controlling majority and specifically if the
Ginosatis family in total ceases to own a percentage at least equal to 34% of the paid in share capital of
the issuer”.
(e) The signed, on 22.06.2023, agreement for the coverage of the common Bond Loan between the
Company and “National Bank of Greece S.A.” (representative of the Bondholders and Trustee of the
payments), agreement which provides for the right of the Bondholder to denounce the loan “if the Issuer’s
current shareholding structure is altered as regards to the controlling majority and specifically if the
Ginosatis family in total ceases to own a percentage at least equal to 34% of the paid in share capital of
the issuer along with the relevant voting rights”.
The aforementioned terms (terms of change in control) are absolutely common practices and are included
in all Common Bond Loans which are covered or subscribed by the banking institutions (in fact the
controlling majority is usually defined as over 50%).
10) There is no agreement between the Company and the Board members or employees, which provides
for indemnity in case of resignation or termination of employment without reason or termination of
employment term or their employment emanating from any public tender offer.
11) Pursuant to the decision of the Company's Board of Directors dated 10/07/2023 and within the
framework of authorization granted by the Annual Ordinary General Meeting of Shareholders of 16 June
2023, the Company defined the most specific terms and conditions of the Stock Option Plan granted to
the BoD members, the managers and the personnel of the Company in general. The above decision was
recorded in GEMI on 14/07/2023 under the registration number 3716880.
Explanatory report regarding the information, prepared according to the article 4 par. 8 L. 3556/2007
The numbering in the present explanatory Report (which is prepared according to article 4 par. 8 of L.
3556/2007) follows the respective relevant numbering of information of article 4 par. 7 of L. 3556/2007, as
such information is presented above:
1. The structure and form of the Company’s share capital is presented in detail in article 5 of the Company’s
Articles of Association. The Company’s shares were listed on the Athens Exchange on April 2
nd
1996 and since
then are traded without interruption.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
31
2. No such limitation is imposed either by law, either by the company’s Memorandum of Association, or by
any other agreement, apart from the common Bond Loan Agreements, analytical reference to which is made
also in Section E.9.
3. Data regarding the number of shares and voting rights owned by individuals with significant participations,
have been presented according to the relevant disclosures notified according to law (and the MAR – Market
Abuse Regulation) to the Company, on behalf of shareholders.
4. There are no other categories of shareholders, namely there are only common registered shares with
voting rights.
5. No such limitations have been notified to the Company.
6. Likewise no such agreements have been notified to the Company.
7. In the particular matters, the Company's Articles of Association do not deviate from the provisions of Law
4548/2018 as it is currently in force.
8. The Annual Ordinary General Meeting of the Company's shareholders on June 16, 2023 granted
authorization to the Board of Directors, in accordance with the provisions and limitations of article 49 of
Law 4548/2018, as in force, with regard to the purchase by the Company, within a period of twenty-four
(24) months from the date of the above decision, of a maximum percentage of 10% of the Company's
existing shares (with the above limit including the entire number of treasury shares that the Company
already held in the context of a previous share repurchase program). The respective range of purchase
price was set between three Euros (3.00 €) per share (minimum limit) and eight Euros (8.00 €) per share
(maximum limit). At the time of preparation and approval of the current Report, the Company owned
96,450 treasury shares.
9. I
n the lack of such agreements, apart from those mentioned, no clarification is deemed necessary.
10. Likewise, in the lack of such agreements no clarification is deemed necessary.
SECTION F
Non-financial information
Group Profile
The Company was
founded in 1979 with its original production facilities in Koropi, Attica, where they are
located and have expanded until today (Koropi Industrial Plant). The Company and the Group are active
in the field of production of flexible plastic packaging items intended mainly for the food industry, but also
for other sophisticated special applications, offering a wide variety of products, with a particular emphasis
on the production of co-extrusion films with oxygen permeability properties.
FLEXOPACK's main market is the food industry, with a focus on meat, poultry, cheese and fish. Other
markets include the printing/converting industry and personal care product packaging.
The Company has 5 production factories (3 in Greece, 1 in Poland and 1 in Australia), 7 distribution centers
around the world, while it has developed a global sales and distribution network, offering high quality
products and services to its partners.
FLEXOPACK participates by 100% in eleven (11) subsidiaries located in Australia (2 subsidiaries), New
Zealand, USA, United Kingdom, Poland, Serbia, France, Ireland, Cyprus and Denmark (direct and indirect
participations).
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
32
The Group has a wide customer base and has developed strong export activity in about 40 countries, such
as USA, Australia, United Kingdom, Poland, Germany, Belgium, Israel, Spain, Italy, Turkey, Norway, France,
Switzerland, etc.
The Group's sales outside Greece represented
a share of 90.4%
of consolidated turnover on 31.12.2023.
On 31.12.2023, the Group employed 533 people while the Company employed 366 people (31.12.2022:
496 and 342 people respectively),
with dependent employment. It should be noted that the Group's
relations with its employees are excellent and there are no labor problems, as one of the main priorities
is to maintain and strengthen the climate of labor peace and the continuous improvement and upgrading
of working conditions, in order to achieve maximum possible utilization at the production level of the
human resource. The Group continuously promotes a system that recognizes and rewards high
performance, empowering its employees and providing the framework and incentives for attracting,
engaging and retaining valuable human resources and for their hierarchical development and upgrading.
It seeks and cultivates a culture of health and safety for its employees in all activities and especially in
those related to the organization and operation of its production facilities. In the context of the
requirements and changes brought about by the health crisis, throughout the pandemic, the Group strictly
implemented and still continues to this day all the necessary measures to protect the health and safety of
its employees, third parties and partners, while ensuring the orderly and uninterrupted operation of
production.
The Group is constantly in the process of trying to reduce its environmental footprint, aiming to save
energy and natural resources and setting high goals for the coming years. In the context of constant
communication with customers, suppliers and all its stakeholders, but also in the continuous effort for
innovative solutions, it redesigns many of its products in order to increase their recyclability as much as
possible, seeks to use higher percentages of recycled raw material, while at the same time, through the
quality of its packaging, it contributes to the reduction of food waste.
The achievements of the Group until today constitute the most essential legacy for the future, which
presents a large series of challenges that are constantly increasing, but to which it must respond. Today
it is more obvious than ever that Sustainable Development as a cornerstone of business strategy is a one-
way direction.
The Group promotes and implements a policy that focuses on the following axes:
−
demonstration of preparedness to deal with emergency situations,
−
implementation of emergency prevention, detection and management procedures,
−
design, construction and operation of facilities aimed at the greatest possible energy savings,
−
frequent maintenance and continuous renewal and upgrading of the mechanical equipment
used, so as to leave a low energy footprint,
−
continuous updating, training and strengthening of staff awareness on climate change issues,
−
joining the recycling and alternative packaging management system, with the aim of preventing
the creation of packaging waste and the reuse, recycling and substantial utilization thereof,
−
selection of recyclable, if possible, raw materials with the smallest possible energy footprint,
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
33
−
application of technologies in order to reduce direct and indirect greenhouse gas emissions from
energy consumption,
−
monitoring the policy followed by the Group's suppliers regarding the implementation of
procedures to deal with climate change and the use of renewable energy sources and providing
relevant recommendations and suggestions, where this is deemed necessary,
−
building relationships of trust with the local communities in which the Group develops its
activities and continuous concern in order to minimize the inconvenience caused.
Business model
FLEXOPACK's business model creates sustainable value for stakeholders, the natural environment and the
wider society, by converting the available resources used by the Company, through the sectors of its
business activity, into products and services that it produces, disposes and manages with positive or
negative effects, with the aim of fulfilling its strategic objectives and of creating economies of scale.
The Group's vision is:
- the effective coverage of the wider and more demanding needs of the flexible packaging market, by
offering products of high specifications and excellent quality, with the aim of protecting the health and
safety of consumers,
- emerging and gaining a strong position into a dynamic global market that requires exceptional flexibility,
- anticipating and addressing the ongoing challenges for new and innovative packaging solutions,
- profitable growth using modern technology and the implementation of a dynamic strategic plan,
- the creation of a working environment in which the Group's staff are integrated, trained and developed
with respect for the values and corporate culture and confidence in their capabilities,
The Group's strategy is summarized in the following:
- improvement and continuous upgrading of the produced products, with an emphasis on their qualitative
differentiation in relation to the competition,
- creation of new, innovative products capable of meeting the broadest and most demanding needs of
the market and responding to the wishes and demands of customers,
- perfecting existing modern production methods, with the aim of reducing energy consumption and
carbon footprint and making a substantial contribution to sustainable development,
- further access into foreign markets through the maintenance of the partnerships that the Company has
already developed and their further expansion with the aim of exploiting the Group's know-how,
- further effective strengthening of the infrastructure and the production bases and facilities of both the
Company and the Group's subsidiaries, with the aim of serving the customer base of the geographical
areas in which they are established more quickly and efficiently, so as to be a catalyst for development in
the relevant markets and finally
- continuous improvement of organizational and operational structures with the aim of further increase
of efficiency and cost reduction.
Sustainable Development Policy
The Sustainable Development framework that governs the Company is based on the following pillars:
Corporate Governance
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
34
The Company adopts the most appropriate corporate governance structures, reporting lines as well as
policies and procedures that support all of its business activities with the aim of safeguarding and creating
long-term value for its shareholders and other stakeholders. The Company follows high standards of
professional and ethical conduct and includes appropriate mechanisms in its operation to act in
compliance with the institutional framework.
Market
The Company ensures the most complete fulfilment of the ever-changing needs of the market as well as
the expectations of its customers, investing in the development of new products and the upgrading and
further development of existing ones. The Company views the management of waste and the extension
of the shelf life of packaged food as primary factors for the continuous improvement and development of
its products. In addition, the Company deals fairly and ethically with both its customers and suppliers.
Human Resources
The Company respects the rights of its people, strictly applies the applicable labor law and provides equal
opportunities to all employees with respect for diversity. It takes care of the orderly functioning of the
working environment based on the principles of transparency, integrity and respect. The Company
provides the necessary training and development opportunities for all personnel. It constantly ensures
health and safety in the workplace, taking appropriate measures to prevent accidents and injuries.
Recognizing the central role of employees in the success of the company, the latter implements policies
that ensure a safe, healthy and fair working environment. The Company facilitates the continuous training
and development of personnel’s skills, the fair remuneration and the existence of opportunities for career
advancement. Diversity and equality are encouraged at all levels of work, while promoting a culture of
accountability and respect.
The Company develops strategies and initiatives aimed at ensuring the highest level of occupational well-
being for all employees. The approach involves developing and implementing a comprehensive health and
safety framework, including policies and procedures that address potential risks and promote preventive
strategies.
Training programs and seminars focused on health and safety are being developed and employees are
encouraged to actively participate and be informed about safety practices and measures. Necessary
means and protective equipment are provided, ensuring that all work facilities and processes comply with
the highest safety and health standards.
With regard to employment, the creation of a fair and supportive working environment that favors growth
and professional development is also being sought. Diversity is encouraged, equal opportunities are
provided and all forms of discrimination are being tackled, so that every employee feels safe, appreciated
and encouraged to express an opinion.
Environment
The Company, by focusing on the protection of environment and the mitigation of any impact deriving
from climate change, formulates appropriately its business strategy, takes strict measures which, as far
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
35
as possible, extend beyond the typical provisions of the current legislation and sets specific measurable
goals. To achieve the above, the Company continuously invests in the following:

the best available techniques and actions aimed at substantially reducing its environmental footprint,

in research with regard to recycling technologies and the use of recycled transport packaging with the
aim of reducing packaging waste while promoting the recycling and effective utilization of such
materials,

in effective technologies and production procedures with the aim of reducing the energy consumed
during production. The Company also aims at the consumption of energy that is being derived from
renewable energy sources.
Local Community
The Company throughout the spectrum of its activities pursues to build relationships of trust with the
local communities in which it operates and minimize any cases of inconvenience and disturbance. It
focuses on improving the welfare of citizens and people in general in key areas such as health and
education. The Company also makes donations to organizations and charities.
The business decisions taken by the Management are always based on the principles of protection and
safety of the members of the local community. The Company also contributes to the economic
development of local communities in the countries where it operates production plants, being at the same
time one of the largest employers in these regions.
Partnerships - participations
•
The Company cooperates with the internationally recognized Cyclos HTP certification laboratory
regarding product certifications.
•
The Company is a member of CEFLEX, a European consortium of companies representing the
entire value chain of flexible packaging.
•
The Company is also a member of the AGMPM (Association of the Greek Manufacturers of
Packaging & Materials) and participates in the sustainability committee.
•
FLEXOPACK PTY (Australia) is a member of the Australian Packaging Covenant (APCO) and
RedCycle initiative.
•
FLEXOPACK Trade & Services UK is a member of the On-Package Recycling Label (OPRL) System.
In this context, compliance with the packaging plastics’ composition is strengthened, so that they are
friendlier for recycling, always following the directions from the above bodies and the European
legislation.
At the same time, in order to inform the staff of the Company and the Group about the technologies
related to recycling, actions are organized such as:
•
Training of the Company's executives.
•
Continuous interaction with suppliers.
•
Participation in industry exhibitions.
•
Participation in various consortia in Europe and Australia for the monitoring of developments
in recycling issues.
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In addition, FLEXOPACK in 2023 received, for the eleventh consecutive year, the award "TRUE LEADER
2022" at the ICAP Awards.
Cooperation with stakeholders
FLEXOPACK recognizes that the full integration of Sustainable Development into its business strategy
presupposes relationships of trust with stakeholders and is based on consultation with them.
The Company considers as stakeholders the natural and legal persons who influence and are being
influenced or are likely to be influenced by its business decisions and activities.
FLEXOPACK invests in continuous and two-way communication with each group of stakeholders,
understanding the importance of this communication for obtaining the necessary information to improve
its actions. The role and views of FLEXOPACK's stakeholders are key elements that fuel its effort to improve
its products, as well as for its sustainable operation and growth.
In the context of the materiality analysis that took place in 2023, regarding the potential and existing
effects of the Company on the environment, people, including human rights, and the economy, it
proceeded with the recognition, evaluation and prioritization of the essential issues selected by the
interested parties, with the main criterion the extent to which they are affected or may be affected by the
Company's activities.
The key stakeholder groups are then presented.
•
Shareholders, Investors, Capital Providers
•
Board of directors
•
Suppliers, business partners and service providers
•
Customers
•
Employees
•
State and Governmental Organizations (e.g. Ministries, Organizations, Regulatory
Authorities)
•
Business community (e.g. Business Associations, industry companies)
•
Society – local community groups (e.g. Media, Social organizations, Local Authorities)
•
Non-Governmental Organizations (NGOs).
Materiality analysis
The Company, adopting the new methodology of the international GRI Standards (GRI Standards 2021),
proceeded to the recognition, evaluation, prioritization and validation of its positive and negative, existing
and potential effects on the environment, people, including human rights, and the economy. Through the
prioritization of the recognized impacts, the essential Sustainable Development issues for the Company
were determined.
The results of the materiality analysis, specifically the effects on the environment, economy and society,
are presented below.
Environment
• Energy consumption
Society
• Contribution to employment
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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• Health and safety of workers
Corporate Governance
• Ensuring regulatory compliance and business ethics.
• Fight against corruption
• Anti-competitive behavior
Market
• profitability
Environmental management
The respect for the environment is the basis of all FLEXOPACK activities. Recognizing the importance of its
environmental responsibility, the Company's activity is based on the design and development of
innovative products with the least possible impact on the environment.
FLEXOPACK takes seriously into account the environmental impact stemming from its products during
their life cycle. Through research and technology, but also through the Environmental Policy applied by
the Company, products are developed with a reduced environmental burden and the use of recyclable
materials without compromising the quality of the product. Specifically, in the context of environmental
management, the Company focuses on the following pillars:
Soil: environmental protection from proper waste management.
1. Natural reserves of raw materials: limiting the use of virgin raw materials.
2. Atmosphere and climate: reducing the carbon footprint in the production process.
3. Natural reserves of raw materials
Soil protection
Soil protection and waste management constitute key priorities for the Company. FLEXOPACK has
established an Environmental Policy, in the context of which a Waste Management System is
implemented, which focuses on reduction, reuse and recycling, reducing the environmental impact of the
solid waste produced.
More specifically, FLEXOPACK carries out the following waste management and monitoring procedures:
•
It records annually information related to waste management.
•
It is registered in the National Register of Producers (NRP).
•
It records the management of defective materials resulting from the production process.
•
Recycles and wherever possible reuses production waste that can be used for the production of
new products.
•
It cooperates with specialized and licensed external partners, who undertake the collection,
transport and proper management of each category of waste from its facilities.
•
The main objective of the Company is the further promotion of products with increased rates of
recyclability. This effort is directly linked to the achievement of the national goals as defined by
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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the National Waste Management Plan (NSMP), which, specifically for plastic packaging, aim to
increase recycling to 50% by 2025 and 55% by 2030. The Company hopes that in the future
recycling will replace all other waste management processes.
Natural reserves of raw materials
Actions towards the limitation of virgin raw materials’ utilization contribute significantly to the Company's
competitiveness and environmental sustainability goals. The use of recycled materials constitutes a
priority, in order to reduce the corresponding utilization of primary raw materials.
The main pillars of the Company in terms of Sustainable Development regarding the use of raw materials
are:
•
Ensuring the quality of packaging throughout its life cycle and as a result contributing to the
reduction of food waste
•
The use of appropriate technology and quality of raw materials in order to limit the
volume/weight of plastic in the final produced product (lightening of packaging)
•
Recycling-friendly plastic packaging that is produced so that the majority of it can be recycled
•
The attempt to use recycled raw material, apart from the primary raw material that is already
used.
•
The search and use of plastic raw materials that come from alternative biological sources (FEED-
STOCK-BIO), the production of which is not at the expense of the production of food for
consumption.
In order to support its main pillars in terms of Sustainable Development, the Company took a series of
actions, such as:
- Reduction of flexible packaging’s thickness without affecting the quality of its products. Limiting the use
of materials in packaging has a double benefit, as it leads to a reduction in the weight of waste produced,
but also to the limitation of the use of raw materials.
- Increasing the recyclability of the packaging produced, in the context of the sustainability of its activity
but also for the coverage of the modern consumer’s needs. The Company has included in its plans the
greatest possible increase in the rate of recyclability of the products, which always depends on the
available recycling units and technologies in the areas where it operates. The Company monitors targeted
indicators regarding the percentage of products’ recyclability, compared to the corresponding
percentages of past years.
- Adoption of plastic raw materials’ utilization that come from alternative sources (FEED-STOCK-BIO), in
the context of reducing the consumption of mineral resources and the impact of plastics on the
environment. The Company has established measures according to its needs, which are in line with the
global goals of Sustainable Development, ensuring the production and distribution of products that
constitute sustainable alternative solutions with zero impact on the production of food for consumption.
Atmosphere and climate
Improving air quality
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Annual measurements are carried out in the production units in order to ensure the improvement of air
quality, so as to keep the products safe, to avoid any possible contamination of them, but also to protect
the health and safety of the workers.
In the context of improving the air quality from the pollutants produced by the Company's activities, a
system of internal post-combustion of the gases released during production is used, while at the same
time multilayer packaging films are used, increasing the shelf life of the products and reducing food waste.
During the post-combustion process, measurements follow the requirements of the Environmental
Conditions Approval Decision (AEPO) with the aim of maintaining low pollutant levels within limits. More
specifically, measurements are carried out every four months of the VOC, CO and NOx content of the
gaseous waste emitted, in all the chimneys of the unit, as well as the diffuse emissions (volatile organic
compounds, VOCs), taking at least three measurement values during each series of measurements in
order to document the compliance of the facility with the gas emission limit values and diffuse emission
values imposed by the environmental conditions.
Mitigation of climate change impacts
Mitigation of the effects caused by FLEXOPACK's activities on climate change constitutes a key pillar and
goal of the Company, in the context of sustainable production and its general business operation.
FLEXOPACK, through a series of energy upgrading actions of its building facilities, aims to reduce energy
consumption and therefore direct and indirect greenhouse gas emissions.
In this direction, the following actions were carried out:
•
Energy upgrade of the Company's equipment to a more efficient energy class.
•
Establishing the use of heat pumps for cooling and heating buildings.
•
Replacement of conventional lamps with LED lamps in all production units.
•
Replacement of air conditioning units with more efficient machines.
•
Installation of a logic controller (PLC) system to monitor the refrigeration units in order to achieve
lower consumption.
•
Improvement of the insulation of the buildings, in order to achieve the maximum possible
limitation of energy consumption.
Additionally, in the context of reducing its carbon footprint, FLEXOPACK is in the process of investigating
an investment plan regarding the following actions:
•
Installation of photovoltaic panels for the production of electricity, zeroing out the use of non-
renewable sources, in order to cover part of the energy needs of the production units.
•
Continuous energy upgrading of older building facilities, within the framework of the Company's
strategy to improve the efficiency of buildings.
•
Calculation of greenhouse gas emissions (Scope 1, 2, 3), in order to establish targets for their
reduction.
•
Increase the percentage of environmentally friendly electric/hybrid company vehicles.
Contribution to the development of knowledge, art and technology
Research and Development (R&D) plays an important role in FLEXOPACK's business model as it
contributes the most to the continuous improvement and innovation of its products.
Research and development
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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Achieving the goals for innovation requires the direct and close cooperation of the Quality Assurance
Directorate with the Research and Development Directorate (R&D), which consists of scientific personnel
with significant professional experience and specialized know-how. The Research and Development
Department, through the continuous study and monitoring of the market, it aims at the further
development of innovative solutions and products of high added value. Its purpose is the more complete
coverage of the ever-changing needs of the market and the demands of customers for the production of
thinner, more transparent and more sophisticated films.
In collaboration with suppliers and customers, new innovative products are designed and developed that
adopt new technological packaging standards.
In addition, the Company focuses on the high quality of its products and the organization of their
production methodology, with the continuous and absolute observance of all the necessary safety rules,
quality control and other procedures. The Research and Development Center, which is located in the
central facilities in Koropi, Attica, collaborates with various research centers, such as the "Demokritos"
EKEFE, as well as with universities and other educational institutions on various research projects. It forms
the core of our product development and testing program with the aim of achieving the optimal packaging
solution for any use and application.
Product optimization is a very important field of study for FLEXOPACK and therefore it invests in efficient
partnerships for the development of innovative solutions. In this light, the Company provides its
employees with the opportunity to participate in innovative projects and programs, as a result of which
both their personal development and their contribution to the further growth of the Company are
achieved.
Axes of Research and Development
All of the Company's products are subject to strict checking and testing procedures, in order to ensure full
compliance with international standards. The Research and Development Department is equipped with
modern machines for the analysis and evaluation of plastic films. Its operation and the general policy of
the Company in terms of its organization and effectiveness, is contained and summarized in the following
triptych:
•
Upgrade of existing products.
•
Development of new products.
•
Exploitation of all new technological possibilities and practices.
The Company has filed for more than 60 proprietary patents in many countries and in particularly
demanding markets, including the USA, Australia, Japan, New Zealand, as well as in the European Patent
office.
Relying on its well-manned and equipped Research and Development Department that it has, as well as
its many years of specialized presence in the sector, it can differentiate itself from the existing competition
both in terms of products and through the creation of strong infrastructure in production equipment and
present innovative differentiated solutions to its customers.
The main axes of the Company's Research and Development are the following:
•
The protection of product quality and safety, so as the FLEXOPACK's packaging to ensure the
quality of the packaged product throughout its life cycle.
•
The increase in the life time of the packaged product, especially in sensitive goods.
•
The development of technologies with the aim of limiting the volume/weight of plastic in the final
produced product (packaging lightening).
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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•
The development of recycling-friendly plastic packaging, in order to further increase their degree
of recyclability.
•
The increase in the use of recycled raw materials, compared to primary plastic raw material.
Specifically for the production of secondary packaging, where FLEXOPACK constitutes the main
supplier of the Greek market in the multipacks of bottles and aluminum cans of soft drinks, beer
and water, until 2019 exclusively virgin raw ma
terial was used. In 2020, 20% of primary material
was replaced by recycled material, and by 2022 it was achieved the replacement of up to 50% of
raw material by recycled raw material in certain products.
•
The search and use of plastic raw materials, which stem from alternative biological sources (non
fossil fuel feedstock), the production of which is not at the expense of the production of food for
consumption.
•
The use of raw materials deriving from chemical recycling, which are suitable for food packaging
applications.
•
The development of plastic films that allow to paper packaging to gain functional characteristics
that until now were only possible with purely plastic packaging.
Supply chain
The management of the supply chain aims at the timely recognition and treatment of situations that could
potentially negatively affect business relations with its partners. The Company systematically assesses the
risks that threaten its business model and aims to continuously improve the processes related to its
suppliers.
The main categories of suppliers with which the Company cooperates are:
- Suppliers of raw materials
- Suppliers of other categories
- Energy providers
- Service providers
- The Company ensures effective cooperation with suppliers by clearly communicating the terms of
cooperation and evaluates them based on approved criteria (qualitative and quantitative), in order to
ensure that the selected partners/suppliers possess the necessary know-how, as well as the ability to
execute and provide the a
ssigned tasks and services. 90% of the suppliers are based in Europe (Greece
and Western Europe: Spain, Belgium, Germany, France) and the remaining 10% outside Europe.
- The Company takes into account basic criteria regarding the activity of suppliers when entering into
cooperation with them, such as for example annual reports (Sustainable Development Reports) published
by suppliers and other criteria related to the sustainability of raw materials. In addition, the Company is
considering incorporating specific environmental, social and governance criteria for the evaluation of
suppliers in order to have a holistic view of performance before and during the partnership. It is noted
that in recent years there have been no significant changes in the main suppliers of FLEXOPACK. Finally, it
is noted that FLEXOPACK is a member of the Non-Profit Organization SEDEX, which is related to the
management of social and environmental risks in supply chains. The platform is used by more than 40,000
members in over 150 countries.
Contribution to employment
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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The Company, by implementing adequate human resource management practices, the provision of
attractive salaries and benefits as well as development incentives, aims at attracting human resources
that will dynamically join the Company, creating strong ties with its people and enjoying a meritocratic
and privileged work environment. In addition, the Company, by implementing a training scheme and
performance evaluation practices for all employees, aims at the long-term preservation of its human
resources.
The aim is to ensure a safe and fair working environment with respect for human rights and diversity, as
well as the promotion of trust, equal opportunities, team spirit and the best possible working conditions.
Employee benefits and social policy programs are described below:
•
Provision of medical care to all employees as of 2022.
•
Planning, organization and implementation of prevention and health promotion programs:
Covid-
19 PCR test. Support for employees in case of illness
or accident. Support for both
patients and their family environment. Care for their smooth reintegration into the workplace.
•
Financial support due to illness or accident.
•
Counseling services to deal with personal, family issues and interpersonal relationship problems
in the workplace.
•
Design and implementation of a First Aid training program.
•
Monitoring of health certificates, planning and implementation of the required for the issuance
and renewal of medical examinations at the financial expense of the Company.
•
Informing and raising awareness of employees on various social issues.
•
Planning, organization and implementation of voluntary actions.
Education
The Company continuously provides opportunities for employees to broaden their educational
background simultaneously with their practical experience. For FLEXOPACK, the importance of its human
resources’ training lies in the fact that an effective training program contributes to the cultivation of its
people critical thinking, increase of the employees’ productivity, offering of better quality services,
strengthening their self-esteem, understanding of problems and their efficient resolution.
The Company's positive contribution to the creation of opportunities that promote education is
highlighted through the educational program that is formed on an annual basis and is included in its
annual budget. Training needs are defined through:
- the framework of the strategy and annual objectives for the provision of educational programs.
- based on the needs arising, mainly at group level, from the annual staff evaluation process, through
evaluation forms.
In this way, an environment of continuous education is created with training seminars and educational
programs. In the training programs and depending on the employee's position or specialty, priority is
given to new technological developments in the Company's sector of activity, to health and safety, mainly
for those who work in production, as well as to everything else deemed necessary for the efficient and
safe operation of the Company.
Protection of physical and mental health
Ensuring the health and safety (H&S) of employees as well as the prevention of occupational risk
constitute for the Group a moral obligation and a business necessity that goes beyond the limits of a
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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simple legal obligation. FLEXOPACK recognizes the importance of the mental health of its employees and
aims for actions that would enhance their social well-being.
The primary concern is the assumption of measures and the implementation of projects as well as special
programs for the achievement of the objectives for H&S in the workplace. In this direction, FLEXOPACK
implements the following:
•
Continuous control and quality upgrade of the equipment, in order to achieve the improvement
of the conditions for the safe execution of the work with the minimum possibility of a serious
accident.
•
Effective protection of people (staff, contractors, partners and visitors), as well as facilities, from
possible risks that may arise.
•
Continuous staff training and information on H&S issues, with the aim of preventing accidents
and occupational diseases.
•
Active participation of all employees and Management in finding the acceptable and effective
solutions for protection and safety.
•
Identifying and evaluating risks in the workplace and creating safety regulations.
•
Preparation of Occupational risk report.
•
Open communication between employees and Management regarding H&S issues as well as with
the Occupational Physician.
The Security Technician, who is responsible for the systematic monitoring of incidents (relevant
recommendations, investigation, highlighting) conducts H&S inspections as defined by applicable
legislation. In addition, employees have the opportunity to report potential risks or safety issues, either
directly to the head of the department or during inspections to the Safety Technician.
By implementing the above initiatives, the Company has succeeded in minimizing incidents and near-
accidents. This is achieved to a large extent due to prevention and timely and systematic recording, which
are mentioned in the risk study.
Quality assurance
FLEXOPACK's position for the provision of particularly high quality products has been established at an
international level. Its continuous and focused efforts are supported by the Quality Assurance Division.
FLEXOPACK's packaging products provide the necessary protection so that the foods they pack are
preserved throughout their life up to the final consumer at all stages of the supply chain, without the loss
of nutrients and packaged safely, providing competitive and durable products to its customers.
The Company achieves its quality goals by implementing, among others, the following fundamental
principles:
- Faithful and uninterrupted compliance with strict policies, procedures and standards.
- Providing high quality products that exceed customer expectations.
- Effort to reduce defective products with the aim of reducing waste.
- Creating together with customers and suppliers a team that embraces the same values and the same
corporate culture.
- Efficiency having as a priority safety.
- Assurance of its viability and business continuity.
Certifications
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Certified quality assurance standards are applied at FLEXOPACK. The international certifications constitute
proof of the Company's commitment to the quality and safety of products and processes. Specifically, the
Company has received the following certifications:
•
BRCGS Global Standard for Packaging Materials.
•
ISO 9001:2015 Quality Management Standard.
•
ISCC Plus: Τhe
International Sustainability and Carbon Certification.
•
ISO 50001:2018 Energy Management Systems
The Company is certified and evaluated with the ISO 9001 international Quality Management System, by
the certification body Bureau Veritas, for the design, development, production, distribution and technical
support of its products.
In addition, since April 2003 it has been accredited with the international standard for Packaging Materials
of the leading product and consumer protection organization "Brand Reputation Compliance Global
Standards (BRCGS)", which has European recognition and introduces high standards in hygiene, safety
and the quality of the product.
Also, FLEXOPACK is certified according to the ISCC Plus standard through which it ensures the use of
sustainable raw materials for the production of packaging materials.
Finally, the Company was certified with the ISO 50001:2018 energy management system. Its development
aims at the adoption and implementation of the required procedures that will lead to optimal energy
performance.
Economic value
The direct economic value created for shareholders and stakeholders through FLEXOPACK's business
activities, contributes to the economy, employment and society in general through targeted actions. At
the national level, it contributes directly by creating new jobs, providing wages, generating tax revenue
to the state, payments to suppliers, but also by collaborating with stakeholders from the entire value
chain.
As part of ensuring the Group's Sustainable Development, business risks that would affect its performance
are systematically monitored. There is a process for managing and evaluating financial and non-financial
risks, through which the Company minimizes the negative effects, ensuring its performance at a stable
level.
Social contribution
Through communication with the stakeholders, the Company receives requests to support various actions
and programs, which it evaluates, plans and implements on a case-by-case basis. Requests for
contributions include donations, sponsorships or social programs and are addressed either at the level of
local communities or the wider society.
In addition to its contribution to the economic development of local communities and employment, the
Company supports actions for the strengthening of the following areas:
•
Education
•
Health
•
Culture
•
Sports
•
Entrepreneurship
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In this context, donations were made to local agencies, non-governmental organizations, as well as to
child protection structures.
Corporate governance
Corporate governance constitutes the foundation for transparency, integrity and responsible
management on behalf of the Company.
The Company adopts and implements, the most suitable for it, corporate governance structures,
reference lines as well as policies and procedures, which support all of its activities with the aim of
protecting and creating long-term value for its shareholders and other stakeholders. It implements high
standards of professional and ethical conduct and includes appropriate mechanisms in its operation, so
that it acts in compliance with the current institutional framework.
The Company's Regulation of Operation presents its organizational structure, taking into account its size
and objective as well as the corporate Policies and Procedures it applies. The Regulation is fully
harmonized with the provisions of article 14 of Law 4706/2020, on corporate governance, while during its
preparation there were taken into account the Company's Articles of Association, the provisions of the
legal, normative and regulatory framework governing its operation and the Greek Corporate Governance
Code adopted by the Company.
Competitive Behavior and Corporate Governance:
In the context of corporate governance, the management of competitive behavior is a critical issue. It is
necessary to ensure that all business activities and strategies are in line with applicable competitive and
regulatory requirements. The Company ensures transparency, honesty and ethics in the market, avoiding
practices such as price collusion, exclusivity or acquisition of information from the competition. A
commitment towards a state of fair competition strengthens the Company's reputation and sustainability
in the long term.
Anti-Corruption and Corporate Governance:
Anti-corruption is still a vital element of corporate governance. The Company applies strict policies and
procedures to prevent, detect and deal with all forms of corruption and irregularities. This includes
training employees on corporate ethics, implementing reporting systems and implementing internal and
external audits.
In addition, fostering a culture of transparency and accountability, where employees are encouraged and
supported to report inadequacies and cases of corruption, is crucial. The Company ensures that there are
secure and confidential channels for reporting such matters and that all complaints are treated with the
required seriousness and discretion.
Additionally, the Company applies the principles of good corporate governance, including ensuring
adequate representation and transparency in corporate bodies, carrying out checks and ensuring balance,
and also ensuring accurate and timely reporting of information. Commitment towards these principles
assists in tackling corruption and builds the necessary bonds of trust among shareholders, customers and
other stakeholders.
Through these practices and policies, the Company can strengthen its corporate governance, establish an
ethical business environment and effectively fight corruption, ensuring a fair and transparent operation
in the market place.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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All applicable FLEXOPACK’s Policies Procedures and Rules for the reporting year are listed below:
POLICIES AND PROCEDURES OF THE OPERATING REGULATION
1.
Risk Management Policy and Procedure.
2.
Hiring and Performance Evaluation Process of Senior Managers.
3.
Board of Directors and CEO Succession Policy and Procedure.
4.
Procedure for Disclosure of Transactions by persons exercising managerial duties.
5.
Dependency Disclosure Process.
6.
Policy and Procedure for Transactions with Related Parties.
7.
Conflict of Interest Prevention and Treatment Policy and Procedure.
8.
Regulatory Compliance Process.
9.
Privileged Information Management Procedure and Proper Public Information.
10.
Policy and Procedure for periodic evaluation of the Internal Control System.
11.
Training Policy for Board Members and Executives.
12.
Board Member Evaluation Policy and Procedure.
13.
Sustainable Development Policy.
14.
Whistleblowing Policy and Procedure.
OTHER POLICIES AND CODES
15. Code of Ethics and Ethical Conduct.
16. Eligibility (Suitability) Policy for Board Members
17. Remuneration Policy.
18. Policy to prevent and combat Violence and Harassment at Work.
19. Personal Data Breach Incident Management Policy.
20. Privacy Policy.
21. Personal Data Destruction Policy.
OPERATING REGULATIONS OF DEPARTMENTS & COMMITTEES
22. Regulation of operation of the Internal Audit Department
23. Regulation of operation of the Nomination and Remuneration Committee (NRC).
24. Regulation of operation of the Audit Committee (AC).
25. Regulation of operation of the Shareholder Service and Corporate Announcements Department
Business ethics
Code of Ethics and Ethical Conduct
FLEXOPACK conducts all its activities with integrity and in accordance with the Code of Ethics and Ethical
Conduct that it has adopted and governs all interactions between employees, external partners and the
wider environment of the Company, while at the same time it contributes to the achievement of its
objectives. The Code constitutes a guidance tool for presentation of good professional behavior, ethical
conduct and integrity.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
47
It is noted that the Code is implemented by the Company's Management and staff, while the Regulatory
Compliance Officer regularly assesses the adequacy of this Code and guides the Company's Management
and staff for its effective implementation.
The Code includes, among others, the following thematic sections:
Bribery and corruption
As stated in the Code in the Section on the Company's obligations towards third parties, the Company
maintains high standards of ethics and integrity and complies with the requirements of national and
international legislation for the combat of bribery and corruption. Every employee of the Company has
an explicit obligation not to use his/her power and position for personal gain. The Company shows zero
tolerance for any situation or behavior of active or passive bribery or unfair utilization of influence.
Competition Law
The Company, in the context of establishing trusting relationships with its customers and network, always
complies with all the rules of the applicable competition law and it does not seek to gain an advantage
through unfair business practices or illegal actions.
Personal data protection and confidentiality
•
The Company implements a Personal Data Protection Policy in accordance with existing legislation
and the General Data Protection Regulation (GDPR
1
) in the countries in which it operates for all
natural persons. The Policy refers to the personal information that the Company processes as an
employer, prospective employer, supplier of products and services, for promotional purposes, as
well as during its operation and normal activity as a manufacturer of flexible packaging products.
The Policy states, among other things:
•
The type of data.
•
The special categories of data.
•
The collection sources.
•
The purpose for which the data is processed.
In 2023, there were no substantiated complaints and denunciations about violations of customer privacy
and data loss. There have also been no incidents of detected leaks, theft or loss of customer data.
More information on the Personal Data Protection Policy is available on the Company's website.
Implementation of the Code and monitoring of implementation
The Code, to which all employees have access via the Intranet platform, is implemented by the Company's
Management and staff, and the Company itself ensures that key business partners and associates
(suppliers, customers, etc.) follow the same minimum standards of ethics and professional conduct.
As part of the proper use of the Code, the following communication channels are available for reporting
incidents of fraud, bribery, corruption, conflict of interest, harassment at work and for other cases of non-
compliance with the Code of Ethics and Ethical Conduct:
•
Anonymous or eponymous employee complaint forms.
More information on the Code of Ethics and Ethical Conduct is available on the Company's website.
The Company's commitment to high standards of ethics and integrity
1
General Data Protection Regulation (GDPR)
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
48
The Company aims to continuously comply with the ever-changing regulatory and legal framework as well
as to continue operating by ensuring an environment of integrity, ethics and compliance of all its parties
with the Company's regulations. In addition, the Company has implemented a plan to improve the
disclosure of its non-financial data as well as the systematic monitoring of its effects on the economy,
environment and society. At the same time, it examines the integration of social, environmental and
business ethics criteria in the evaluation of suppliers as mentioned in the supply chain Section.
During the reporting period, there were no reports/complaints regarding:
•
Confirmed incident of corruption.
•
A confirmed incident of corruption, which resulted in the removal or disciplinary action of
employees.
•
Confirmed incident of corruption, which resulted in the termination or non-renewal of the
contract with suppliers/partners.
•
Court case related to corruption against FLEXOPACK or its employees.
•
Cases for which fines were imposed.
•
Cases for which non-monetary sanctions were imposed.
•
Confirmed incidents of non-compliance with laws and regulations.
In addition, during the reporting period there were no monetary losses caused as a result of violations of
business ethics and there were no incidents of legal actions or financial penalties for anti-competitive
conduct, antitrust or monopolistic practices, issues of corruption, bribery, cartel or price-fixing activities.
Sustainable Development Report
The Group's 2023 Sustainable Development Report presents in detail its strategy and performance.
The structure of the Report is based on the guidelines of the Global Reporting Initiative in accordance with
the GRI Standards, of the Athens Stock Exchange (ATHEX) and those defined in the Sustainable
Development Goals of the United Nations.
FLEXOPACK is included in the ATHEX ESG index of the Athens Exchange, Greece.
Submission of 2022 carbon footprint report
The Greek Parliament passed the National Climate Law 4936/2022
Government Gazette A’
105/27.5.2022, entitled "National Climate Law Transition to climate neutrality and adaptation to climate
change, urgent provisions to address energy crisis and protect the environment", which sets quantitative
targets for reducing greenhouse gas emissions and makes compulsory for companies to publish their
emissions annually as well as maintain a roadmap for achieving decarbonisation targets.
The purpose of the aforementioned law is to create a framework for improving adaptation to climate
change, as well as promoting policies that reduce greenhouse gas emissions and lead to a more effective
adaptation to climate change. The above law is directly related to the National Energy and Climate Plan
(ESEK, Government Gazette
4893B/31
-12-
2019) and the Nation
al Strategy for Adaptation to Climate
Change (ESPKA, YPEN April 2016).
In the context of the above law, on 30 October 2023, the Company submitted the carbon footprint report
for the year 2022 to the OFYPEKA (Natural Environment and Climate Change Organization) Electronic
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
49
Database. The verification of the report was carried out by BUREAU VERITAS HELLAS M.A.E. and has as
follows.
BUREAU VERITAS HELLAS S.A., Accredited Greenhouse Gas Emissions Verification Organization based on
standard
ISO 14065:2013 with Accreditation Number: ESYD/895
-3, verifies with reasonable certainty that
the Company's Carbon Footprint Report:
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY with VAT number
094248969,
Entitled “Emission Calculation Tool – FLEXOPACK. version 2” and date "26/10/2023" which concerns the
following organizational boundaries:
0
Tzima Street, Postal Code 19400
, Koropi, Greece (Production – Buildings A & B)
299 Vasileos Konstantinou Street,
Postal Code
19400 Koropi
, Greece (Permanent Exhibition)
299 Vasileos Konstantinou, OT439,
Postal Code
19400 Koropi
, Greece (Offices)
For the following business activity:
Manufacture of plates, sheets, films and strip of plastics, not reinforced or similarly combined with other
materials (code 22213000)
and for the reporting year 2022, which has been prepared in accordance with the requirements of article
20 of Law 4936 (Government Gazette 105A/27
-5-2022), using the categorization which has been provided
for in ISO 14064-1:2018 and verified according to the categories of emissions of the standard EN ISO
14064-
3:2019, is satisfactory and there are no material inaccuracies in the declared total emission
disclosure of information. The respective analysis is presented below:
Category
Description
Total emissions
(t CO
2
e)
Category 1
Direct Emissions
(Scope 1)
461.864
Category 1.1
Direct Emissions from fixed sources
106.016
Category 1.2
Direct Emissions from moving sources
122.
099
Category 1.3
Direct Emissions from Industrial Processes
0
Category 1.4
Direct emissions from the release of ATH in anthropogenic
systems
233.
749
Category 1.5
Direct Emissions and Removals from Agriculture, Forestry and
Land Use
0
Direct EmissionsCO2 from Biomass
0
Category 2
Indirect emissions from imported energy
(Scope 2)
19,921.652
Category 2.1
Indirect Emissions from imported electricity
19
,
921
.652
Category 2.2
Indirect Emissions from imported energy other than electricity
0
Direct Absorptions
0
Total Storages at the end of the year
0
Total Emissions
20,383,516
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
50
Carbon Footprint Report 2023
Direct and Indirect Greenhouse Gas Emissions of FLEXOPACK S.A.’s Facilities
The purpose of the present report is to calculate the carbon footprint of the facilities and operating
activities of FLEXOPACK S.A. for the reporting year 2023 and the Company’s facilities in Greece.
Specifically, the following are being calculated: i) the direct greenhouse gas emissions (Category 1 – Scope
1) resulting from the operating activities that take place within the boundaries of the company's facilities
and ii) their significant indirect emissions (Category 2 – Scope 2) according to ISO 14064-1:2018 and the
Green House Gas (GHG) Protocol.
The methodology followed in this report and presented in detail below is based on the following:
ISO 14064-1:2018 Greenhouse gases - Part 1: Specification with guidance at the organization level for
quantification and reporting of greenhouse gas emissions and removals.
Greenhouse Gas Protocol, WRI (GHG Protocol Corporate Accounting and Reporting Standard, Revised
Edition).
This report identifies FLEXOPACK S.A.’s greenhouse gas emissions from its central building facilities for
Categories 1 and 2 as defined by the National Climate Law.
In addition, greenhouse gas emissions from the operation of vehicles of FLEXOPACK S.A. are calculated.
Greenhouse gas emissions which are monitored for each production facility are divided into direct and
indirect:
Direct emissions (Category 1): These are greenhouse gas emissions from emission sources owned or
controlled by the organization. In the case of FLEXOPACK S.A. this category includes:
Direct emissions from the use of natural gas and oil for power generating pairs - generators
Direct emissions from combustion in moving sources (passenger vehicles and machinery)
Direct emissions from refrigeration and air conditioning systems in the company's facilities
Indirect emissions (Category 2): These are greenhouse gas emissions that are a result of the organization's
operating activities but arise from emission sources that are not owned or controlled by the organization.
In the case of FLEXOPACK S.A. this category includes: indirect emissions from imported electricity.
The sources of greenhouse gas emissions from the operating activities taking place inside the buildings of
FLEXOPACK S.A. are presented in Table 1.
Source
General Descrip on
Sources of Emission
Source Flows
Direct emission sources – Category 1 (Scope 1)
1.1
Combus on in
fixed means
Use of Natural Gas
and Oil for power
genera ng pairs
-
generators
Natural Gas
Oil DIESEL
Natural Gas
Oil DIESEL
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
51
1.2 Moving
combus on sources
Transporta on
means of FLEXOPACK
S.A. outside the
facili es
Passenger vehicles,
commercial vehicles
and machinery
Gasoline, Motor oil
1.4
Refrigera on and
Air Condi oning
Systems
Direct emissions from
the release of ATH in
anthropogenic
systems
Refrigera on and air
condi oning systems
Refrigerants that
have been topped up
or replaced in
refrigera on and air
condi oning systems
Indirect emission sources - Category 2 (Scope 2)
2.1 Emissions from
incoming electricity
Mee ng the needs of
building facili es in
electricity
Consump on
of
electricity from the
electricity grid
network
Purchase of
electricity
Table 1: Sources of greenhouse gas emissions from the acvies taking place in the buildings of FLEXOPACK S.A.
Greenhouse Gas Emissions
•
Direct Emissions (Category/Scope 1)
Emissions from fixed transportation means
Source of
Emissions
Consump on
Emissions
CO
2
(tCO
2
)
Emissions CH
4
(tCO
2-e
)
Emissions N
2
O
(tCO
2-e
)
Total
Emissions
(tCO
2-e
)
Natural
Gas
45.213 Nm
3
94
.556
0.048
0.045
94
.6
49
DIESEL
5.745 tn
18.141
0.021
0.03
9
18.201
TOTAL
112.850
Table 2: Emissions from fixed transportaon means of FLEXOPACK S.A. for the year 2023.
Emissions from corporate vehicles.
Vehicle
Consump on
(tn)
Emissions CO
2
(tCO
2
)
Emissions
CH
4
(tCO
2-e
)
Emissions N
2
O
(tCO
2-e
)
Total
Emissions
(tCO
2-e
)
Passenger
vehicles
Gasoline
2.387
7.483
0.058
0.044
7.585
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
52
Passenger
vehicles diesel
2.188
6.
909
0.011
0.054
6.974
Commercial
vehicles diesel
17.155
54.172
0.080
0.759
55.011
Machinery
(forkli s) diesel
4.996
15.776
0.025
1.621
17.422
TOTAL
86.992
Table 3: Emissions from corporate transportaon means of FLEXOPACK S.A. for the year 2023.
Emissions from Refrigeration and Air Conditioning Systems
Coolant
Liquid
Consump on
(kilos)
Total
Emissions
(tCO
2-e
)
R-410A
6.200
12.946
HFC-134A
67.000
95.810
TOTAL
108.756
It is noted that the criteria for calculating gas emissions for the financial year 2023 were based on the
coefficients set by the Ministry of the Environment in October 2022.
•
Indirect Emissions (Category/Scope 2)
Electricity consumption
Building
kWh
Emissions CO
2
(tCO
2
)
Emissions CH
4
(tCO
2-e
)
Emissions
N
2
O
(tCO
2-e
)
Total
Emissions
(tCO
2-e
)
Branch 1 (TZIMA)
39,120,858
20,860.415
6.925
26.987
20,894.327
Branches 2&3
36,825
19.636
0.007
0.025
19.668
TOTAL
20,913.996
Table 4: Emissions from the electricity consumpon of FLEXOPACK S.A. for the year 2023.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
53
Coefficients from Archive Coefficients for conver ng energy consump on into equivalent tons of CO2
-e.
Greenhouse gas emission coefficients from energy consump on in Greece.
Gas
EF (gGHG/kWh)
CO
2
533.23
CH
4
0.0063220
N
2
O
0.0026031
Total emissions
Total greenhouse gas emissions for Categories (Scopes) 1 and 2 for the financial year 2023 from the
Company’s facilities of Flexopack SA are
21,222.592 tCO2-e
, while for the financial year 2022 were
20,383.516
tCO
2-e.
The analysis of the direct and indirect gas emissions per Category are presented in Table 5.
Source
Emissions (tCO
2e
)
2022
2023
Direct Emissions (Category/Scope 1)
Emissions from fixed transporta on means
106.016
112.850
Emissions from corporate vehicles
122.099
86.992
Emissions from Refrigera on and Air Condi oning Systems
233.749
108.756
Indirect Emissions (Category/Scope 2)
Electricity consump on
19,921.652
20,913.996
TOTAL
20,383.516
21,222.592
Table 5: Gas emissions per Category (Scope) and source
from the facilies of Flexopack SA for the years 2022 and 2023.
Regulation for Taxonomy
Disclosures under art.8 of EU Taxonomy Regulation
The EU Taxonomy Regulation (EU) 2020/852 establishes the criteria based on which an economic activity
can significantly contribute to the 6 environmental objectives of the European Union in order to
determine the extent to which such activities can become environmentally sustainable or contribute in
the transition to a sustainable economy as a whole. The purpose of the Taxonomy is to channel private
funds to activities that will help the Union achieve its goals and commitments through the identification
of sustainable investment opportunities by investors.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
54
Environmental objectives
The environmental objectives of the European Union, as have been stated through the EU Taxonomy
Regulation (art.9, R.2020/852/ΕU) are the following:
(a) climate change mitigation;
(b) climate change adaptation;
(c) the sustainable use and protection of water and marine resources;
(d) the transition to a circular economy;
(e) pollution prevention and control;
(f) the protection and restoration of biodiversity and ecosystems.
The delegated acts adopted under the Taxonomy Regulation provide technical screening criteria which
must also be met to constitute taxonomy alignment. At the moment of publication of the present, report
the Taxonomy-eligible activities have been set out by 2 Delegated Acts currently in force. In 2021, the EU
adopted the first Delegated Act 2021/2139 (EU) which set o
ut activities and technical screening criteria
for substantial contribution towards objectives (a)-(b) above, including DNSH criteria for other objectives.
Moreover, in 2023, the second Delegated Act 2023/2486 (EU) was published with regard to activities
significantly contributing to environmental objectives (c)-(f) above.
Technical screening criteria
In order to determine the degree to which an activity is aligned with the respective criteria the following
elements have to be examined:
(a) it contributes substantially to one or more of the above-mentioned environmental objectives
(b) it does not significantly harm any of the environmental objectives
(c) it is carried out in compliance with the minimum safeguards laid down in Art.18 of the Taxonomy
Regulation and
(d) it complies with technical screening criteria that have been established through the respective
Delegated Acts.
The Taxonomy framework provisions that are effective on the date of the present report, require from in-
scope companies to disclose the amount and proportion of activities which are eligible, non-eligible and
aligned with the first 2 climate objectives as part of their total turnover, capital and operational
expenditure and to perform related alignment assessments for all such activities. Furthermore, they
require the disclosure of the proportion of their taxonomy-eligible activities (described in the 2023/2486
(EU) Delegated Act adopted in 2023) and non-eligible economic activities as part of their total turnover,
capital and operational expenditure. Finally, all the quantitative information is accompanied by certain
qualitative information for all objectives (a)-(f). The Group applied Regulation (EU) 2020/852 as
supplemented with Commission Delegated Regulation (EU) 2021/2139, Commiss
ion Delegated
Regulation (EU) 2021/2178, Commission Delegated Regulation (EU) 2023/2485 and Commission
Delegated Regulation (EU) 2023/2486 to identify activities that are eligible.
EU Taxonomy-eligible activities of FLEXOPACK Group
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
55
Flexopack Group has reviewed extensively the activities currently included within the EU Taxonomy
framework as described in Delegated Regulations 2021/2139 (EU) and 2023/2486 (EU) and concluded that
the only activity that corresponds to its activities falls under environmental objective (d) "Transition to a
Circular Economy". Specifically, the Group's products were deemed to be included in the activity "CE 1.1
Manufacture of plastic packaging goods". As this activity is included in Delegated Regulation 2023/2486
(EU) approved in 2023, the obligation of businesses only concerns the disclosure of the proportion of
economic activities that are Taxonomy-eligible and the proportion of economic activities that are non-
eligible, excluding the assessment of alignment with the relevant technical screening criteria. The main
environmental characteristics/criteria of the Group's products in relation to the circular economy are
presented in the following section.
Recycled raw materials criterion
The products produced by Flexopack can be categorized according to their use in two categories:
−
Food-contact applications (FCA) – packaging materials that come into direct contact with sensitive
products (food)
−
Non food-contact applications (non FCA) - packaging materials that do not come into direct contact
with sensitive products
For FCAs, there are European regulations (EC 1935/2004, EC 282/2008) which prohibit the use of recycled
plastic in their production to avoid possible risks of transferring harmful substances, by-products of the
recycling process, to consumers.
The vast majority of products produced by Flexopack concern packaging materials that come into direct
contact with sensitive products (food) Food-contact applications (FCA).
Following the above regulations, it is obvious that Flexopack cannot introduce any percentage of recycled
product into the production of FCAs.
Regarding the non-FCA category, a quota of 20% to 50% of recycled raw material in the structure has
already been introduced, with the aim that in the coming years the quota of recycled raw material will
exceed 50% in these applications.
Product recyclability criterion
Our products are mainly composed by PE, PP, PA, EVOH which are recognized as recyclable in principle by
various organizations and institutes worldwide.
The majority of our products meet the recycling specifications as defined by international organizations and
independent testing laboratories, e.g. Cyclos, OPRL, APCO, Fostplus, Valipac, Recyclass. Much of our products
are designed for recycling and/or mono-materials, in order to be compatible with the highest recyclability
requirements.
It should be noted that each of the components that make up the finished packaging materials produced by
Flexopack performs a specific role in terms of protecting the food content.
We believe that protecting food and maximizing shelf life (especially in today's era where global supply chains
face a multitude of challenges that lead to delays) is a key sustainability goal.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
56
Declaration of activities related to nuclear energy and fossil gaseous fuels
Template 1
Row
Nuclear energy related ac vi es
1.
The undertaking carries out, funds or has exposures to research,
development, demonstra on and deployment of innova ve electricity
genera on facili es that produce
energy from nuclear processes with
minimal waste from the fuel cycle.
NO
2.
The undertaking carries out, funds or has exposures to construc on and
safe opera on of new nuclear installa ons to produce electricity or
process heat, including for the purpo
ses of district hea ng or industrial
processes such as hydrogen produc on, as well as their safety
upgrades, using best available technologies.
NO
3.
The undertaking carries out, funds or has exposures to safe opera on
of exis ng nuclear installa ons
that produce electricity or process heat,
including for the purposes of district hea ng or industrial processes
such as hydrogen produc on from nuclear energy, as well as their safety
upgrades.
NO
Fossil gas related ac vi es
4.
The undertaking
carries out, funds or has exposures to construc on or
opera on of electricity genera on facili es that produce electricity
using fossil gaseous fuels.
NO
5.
The undertaking carries out, funds or has exposures to construc on,
refurbishment, and opera
on of combined heat/cool and power
genera on facili es using fossil gaseous fuels.
NO
6.
The undertaking carries out, funds or has exposures to construc on,
refurbishment and opera on of heat genera on facili es that produce
heat/cool using fossil gaseous fuels.
NO
Flexopack Group is not involved in any of the activities referenced in the table above and thus does not report
on any of the KPI table templates 2-5 of Annex XII of Regulation 2021/2178 (EU).
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
57
Qualitative information
Accounting Policy
The consolidated and separate financial statements of FLEXOPACK PLASTICS SA of December 31st 2023
covering the period from January 1st up to December 31st 2023 have been prepared in accordance with the
International Financial Reporting Standards (IFRS), as such have been adopted by the European Union. The
accounting principles applied for the preparation of the EU Taxonomy KPIs are described in Note 2 «Basis for
the preparation of the financial statements» as well as in Note 3 «Basic accounting principles» of the «Annual
Financial Report» of December 31st 2023.
Proportion of the total turnover
. The proportion of eligible economic activities in the total turnover was
calculated on the basis of the net turnover from the sale of goods corresponding to activities included in the
Taxonomy framework (numerator), divided by the total net turnover (denominator), both referring to the
financial year 2023.Specifically, the total Group turnover is presented in line «Turnover» of the «Statement
of Income» as wel
l as in Note 6.19 of the consolidated «Annual Financial Report of year 2023».
Proportion of the total CapEx
. It was calculated based on capitalized expenditures incurred for asset
additions or processes associated with eligible economic activities and includes the Taxonomy's eligible
capital expenditures (numerator) divided by total capital expenditure (denominator). Total capital
expenditure includes additions to tangible fixed assets as well as intangible assets and right-of-use assets
during the period of use, before depreciation and any impairment. The total capitalized expense is calculated
based on the Statement of Financial Position and is the sum of the following elements included in the
consolidated «Annual Report of year 2023»: line «Additions» in «Tangible fixed assets» (Note 6.1), line
«Additions» in «Intangible assets» (Note 6.3), as well as line «Additions» in «Right of Use Assets» (Note 6.14).
Proportion of the total OpEx
. It was calculated on the basis of operating costs related to research and
development, repair and maintenance of assets or processes corresponding to eligible economic activities
and includes the Taxonomy-eligible operating costs (numerator) divided by the total operating costs for
repair and maintenance as well as operating costs related to research and development. The EU Taxonomy's
definition of operating expenditure includes expenditure on research and development, building renovation,
maintenance and repair, as well as any other direct expenditure related to the day-to-day servicing of
tangible assets.
The information presented in this report complies with the requirements of the Taxonomy Regulation and
the relevant Delegated Regulations issued up to the time of this publication. The relevant guidelines have a
relative margin of interpretation and are constantly adapted to the needs of the process. Taking this into
account, the Group pays particular attention to relevant developments and adjusts its approach depending
on the assumptions and applicable methodology.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
58
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
59
SECTION G
Other information, Treasury shares, Events after the end of the year 2023
1. None of the Group's companies have branches, except for the parent Company, whose old building
located opposite the new industrial plant is considered as a branch. No transfer of the head office of any
of the Group's businesses took place during the 2023 financial year, nor was a relevant decision taken
regarding the opening or operation of any branch.
2. None of the companies participating in the consolidation has shares of par. 1e of article 26 of Law
4308/2014, except for the parent Company, which currently owns 96,450 own shares, with nominal value
of EUR 0.54 per share, acquired in accordance with the more specific regulations and provisions of
Treasury share purchase program, which was approved by the Annual Ordinary General Meeting of
shareholders on June 26, 2020.
3. There are no other significant events that took place after the end of the 2023 fiscal year and up to the
date of preparing of this Report and which are worthy of special mention and reference in this report,
except for the following:
3.1 Change of name of the subsidiary company in Serbia
On 2 February 2024, the competent Authority approved the alteration of the name of the subsidiary company
based in Belgrade, Serbia, from "FLEXOSYSTEMS DOO BEOGRAD" to "FLEXOPACK TRADE AND SERVICES DOO
BEOGRAD". The above amendment was decided in the context of the further harmonization of the Group's
subsidiary companies and strengthening of their recognition.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2023 (January 1st – December 31st 2023)
60
SECTION H’
CORPOTATE GOVERNANCE STATEMENT
CONTENTS
INTRODUCTION
1. CORPORATE GOVERNANCE
1.1 Concept
1.2 Regulatory framework for corporate governance
2. GREEK CORPORATE GOVERNANCE CODE
2.1 Notification of voluntary compliance of the Company with the Corporate Governance Code
2.2 Deviations from the Corporate Governance Code and their justification. Special provisions of the
Code that the Company does not apply and an explanation of the reasons for non-implementation
2.3 Corporate governance practices applied by the Company in addition to the provisions of the law
PART A – BOARD OF DIRECTORS
Ι. Role
and responsibilities of the Board of Directors
ΙΙ. Size and composition of the Board of Directors
ΙΙΙ. Operation of the Board of Directors
ΙV. Information regarding the current Board of Directors
PART B – COMMITTEES
Ι. Audit Committee
ΙΙ. Remunerati
on and Nomination Committee
PART C- GENERAL MEETING
PART D – INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM
Ι. Internal Control
ΙΙ. Risk Management
PART E – CORPORATE GOVERNANCE SYSTEM
PART F- ADDITIONAL INFORMATION
PART G – SPECIAL STATEMENTS
PART H – SUSTAINABLE DEVELOPMENT POLICY
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INTRODUCTION
1. CORPORATE GOVERNANCE
1.1 Concept
According to the Corporate Governance Principles of the Organization for Economic Cooperation and
Development (OECD), corporate governance means the system of relationships established between the
Company's Management, shareholders, employees and any other interested party, and aims at the
creation, development and viability of strong, healthy and competitive businesses.
As a set of principles, corporate governance is in fact a matter of self-regulation, namely it is not limited
to the application of mandatory, by laws, clauses and regulations, but is based on the voluntary
acceptance and application of rules understood as specific practices.
Based on these rules, the management is exercised, monitored, organized and controlled, the corporate
operations are performed, the relations with the shareholders and the external agents (shareholders,
suppliers, customers, public administration, etc.) that are interconnected with the Company are formed,
the achievement of objectives that have been set, identified and managed real or potential risks.
The promotion of corporate governance principles aims to increase the credibility of the Greek capital
market towards international and domestic investors, to further enhance transparency, improve the
competitiveness of Greek companies and strengthen their internal operating structures. In addition, a
framework of good and adequate corporate governance can, through the consolidation of trust in the
business environment, bring together, in an effective and beneficial way, the interests of business, citizens
and society.
1.2 Regulatory framework for corporate governance
In our country, the corporate governance framework for societe anonyme companies, whose securities
are listed on a regulated market, consists on the one hand in the adoption of mandatory law, on the other
hand in the application of corporate governance principles, as well as in the adoption of best practices
and recommendations through self-regulation.
Specifically, this framework includes:
(a)
Law 4706/2020 (Government Gazette A 136/17.07.2020), with the provisions of which the legislative
framework for corporate governance is substantially reformed and updated, taking into account the
changes in the legislative and regulatory framework governing the action of listed companies at EU level,
during the intervening period since the introduction of Law 3016/2002 (original legislation on corporate
governance) until today, as well as current trends in corporate governance. In particular, the new
regulations seek to substantially upgrade the required organizational structures and corporate
governance procedures of societe anonyme companies, so that they, on the one hand, meet the increased
demands of the modern capital market, and on the other hand, not to affect the functional and decisive
autonomy of the business entity. The aim of the new legislation is to consolidate good and effective
governance practices and consequently to strengthen the confidence of shareholders or their prospective
shareholders.
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(b)
the executive decisions, circulars and recommendations of the Hellenic Capital Market Commission
issued under the authority of the above law;
(c)
certain provisions of Law 4548/2018 as currently in effect and
(d)
the principles, best practices and recommendations of self-regulation, incorporated in the new Greek
Code of Corporate Governance (GCCG), which was drafted by the Hellenic Corporate Governance Council
(ESED) in June 2021 and replaced the Code in force since October 2013.
2. GREEK CORPORATE GOVERNANCE CODE
2.1 Notification of voluntary compliance of the Company with the Corporate Governance Code
The Company, in full compliance and alignment with the provisions of article 17 par. 1 of law 4706/2020,
proceeded under the relevant decision of its Board of Directors dated 16.07.2021 to the adoption and
implementation of the new Greek Corporate Governance Code (available at
),
into which (Code) states that it is subject to the following detailed deviations and exceptions.
2.2 Deviations from the Corporate Governance Code and their justification. Special provisions of the
Code that the Company does not apply and an explanation of the reasons for non-implementation
The central goal of the current Greek Corporate Governance Code (hereinafter for abbreviation purposes
referred to as "Code" or "CGC") is the creation of an accessible and comprehensible reference guide,
which sets in a codified way in a single text, high (higher than mandatory) requirements and specifications
of corporate governance.
In particular, the Code does not address issues that constitute mandatory legal provisions (laws and
regulative decisions); on the contrary, it establishes principles beyond the mandatory framework of
corporate governance legislation and addresses issues that either: (a) are not regulated by law, or b) are
regulated, but the current framework allows selection or derogation, or (c) are regulated to their
minimum content. In these cases, the Code either complements the mandatory provisions, or introduces
stricter principles, drawing on experience from European and international best practices, always guided
by the characteristics of Greek business and the Greek stock market.
The Code is implemented based on the
"Comply or explain" principle
. This principle requires companies
that apply the Code to either comply with all of its provisions, or to justify the reasons for their non-
compliance with its specific special practices. The explanation of the reasons for non-compliance should
not be limited to a simple reference to the practice with which the Company does not comply, but should
be justified in a specific, definite, comprehensible, substantive and convincing manner.
The Company first confirms with this Statement that it faithfully and strictly applies the current
provisions of Greek legislation regarding corporate governance, as in force today (Law 4706/2020, Law
4548/2018 and Law 4449/2017).
However, in relation to the specific practices and principles established by the Code, there are currently
some deviations (including the case of non-application), for which deviations an analysis follows and
explanation of the reasons justifying them.
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In particular, the existing deviations in relation to the specific practices and principles established by
the Code are the following:

The Board of Directors has not adopted Rules of Operation, which at least describes the way it
meets and makes decisions and the procedures it follows.
This deviation is explained by the fact that the provisions of the Articles of Association and the Internal
Operating Regulation of the Company in combination with the existing legal framework (Laws
4548/2018 and 4706/2020) are considered sufficient, reasonable and satisfactory for the general
organization and operation of the Board of Directors, ensure the full, correct, efficient and timely
fulfilment of its duties and the adequate consideration of all issues on which it is called to take decisions
and form a flexible and effective framework of meetings and decision-making.

At the beginning of each calendar year, the Board of Directors does not adopt a meeting
calendar and an annual action plan, which is revised according to the developments and needs of the
Company.
This deviation is reasonably understood by the fact that all the members of the Board of Directors of the
Company are residents of the Attica prefecture and therefore it is easy to convene and meet the Board of
Directors, whenever the needs of the Company or the law impose, without the existence of a
predetermined strict action plan. Furthermore, in the current Articles of Association of the Company there
is now an explicit provision for the possibility of a meeting of the Board of Directors via teleconference,
with respect to some and/or all its members, a practice which the Board of Directors applies whenever
necessary, and therefore it becomes possible to convene it immediately, whenever it is necessary and
appropriate, in order to properly address and resolve the issues that arise and take appropriate decisions.

The Chairman is not elected by the independent non-executive members. Although the
Chairman is elected by the non-executive members, it is not appointed one of the independent non-
executive members either as Vice-Chairman or as a Senior Independent Director.
This deviation is justified by the desire of the Company's Management not to further burden the
independent non-executive members of the Board of Directors with additional duties and responsibilities,
due to the important role they are called to play in the special Committees in which they participate (Audit
Committee and Remuneration and Nomination Committee). After all, the appointment of an independent
non-executive member as Vice-Chairman would make it necessary for him/her to provide daily and
substantial assistance to the Chairman of the Board, especially during the process of organization and
operation of the Board, which may be a deterrent factor regarding the need and obligation of the
independent non-executive member to devote sufficient and necessary time in the performance of
his/her other duties.

The maturity of the options is defined in a period of less than three (3) years from the date of
their granting to the executive members of the Board of Directors.
This deviation is due to the preparation and approval by the Board of Directors, in the context of the
provided by the General Meeting of the shareholders relative authorization, of the existing share
distribution programs to the members of the Board of Directors, the Directors and the employees of the
Company, in the form of option to acquire shares, according to the provisions of article 113 of law
4548/2018, at a time prior to the entry into force of the existing Corporate Governance Code. In any case,
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this deviation is limited and insignificant as the period of maturity of the options is not much shorter than
that provided by the Code, while at the same time the number of options is quantitatively limited.

The contracts of the Board of Directors’ executive members do not provide that the Board of
Directors may demand the return of all or part of the bonus awarded, due to breach of contract terms
or inaccurate financial statements of previous years or generally based on incorrect financial data used
for calculation of this bonus.
This deviation is justified by the fact of non-payment of variable remuneration (bonus) to the executive
members of the Board of Directors, namely remuneration which is related to the achievement of
performance goals of both the executive members and the Company. In any case, the Financial
Management of the Company takes all the necessary measures, in order for any rights to receive
extraordinary remuneration (bonus) to mature and be paid only after the audit and final approval of the
annual financial statements and to avoid the phenomenon of bonus payment based on incorrect or
inaccurate financial statements.
However, in order to comply with the above requirement of the CGC, the Company's Management is
considering the inclusion in the existing contracts of the Board of Directors’ members of a relevant
additional provision regarding the right of the Board of Directors to demand the return of all or part of
the bonus that has been awarded due to breach of contract terms or inaccurate financial statements or
incorrect financial information.
2.3 Corporate governance practices applied by the Company in addition to the provisions of the law
The Company faithfully applies the provisions of the current legal framework regarding corporate
governance, while at the present time there are no applicable practices in addition to the provisions of
the law, since the main purpose and priority of the Company's Management at the present time is the
complete and substantial adoption and implementation of the provisions introduced with the newly
established regulatory framework (Law 4706/2020 and related decisions of the Hellenic Capital Market
Commission).
PART A – BOARD OF DIRECTORS
Ι. Role and responsibilities of the Board of Directors, obligations of its members
1.1
The Company is governed by the Board of Directors, which is responsible for deciding on any action
concerning the management of the Company, the management of its assets, its judicial and extrajudicial
representation and in the general pursuit of its objective.
1.2
The Board of Directors is responsible for:
•
the administration, representation, as well as management of corporate assets,
•
decision-taking on all in general issues concerning the Company within the framework of the
corporate objective, without any restrictions, with the exception of those which according to
the law or the Articles of Association of the Company fall under the exclusive competence of the
General Meeting,
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•
the representation of the Company in Greece and abroad, in front of Public, Municipal and
other Authorities or International Organizations of any nature or natural or legal persons, all in
general the Courts in Greece of all degree and jurisdiction,
•
taking any decision regarding the promotion of the Company's interests,
•
the definition and supervision of the corporate governance system of provisions 1 to 24 of Law
4706/2020, and the periodic monitoring and evaluation, at least every three (3) financial years,
of its implementation and effectiveness, taking the appropriate actions for the addressing of
deficiencies,
•
the assignment of the Internal Audit of the Company to one or more persons, non-members,
•
ensuring the adequate and efficient operation of the internal control system (which includes the
functions of Internal Control, Regulatory Compliance and Risk Management),
•
the management of corporate affairs in order to promote the corporate interest and to
supervise the execution of the Board of Directors and General Meeting’s decisions while
informing the other members about corporate issues,
•
the definition of the values and the strategic orientation of the Company, as well as the
continuous monitoring of their observance, ensuring their alignment with the corporate culture,
•
the diffusion of values and corporate objective in all policies, procedures and behaviors within
the Company, setting for example the appropriate standards of conduct,
•
the planning and monitoring of the implementation of the Company's strategy and the approval
and monitoring of its business plan,
•
determining the extent of the Company's exposure to risks, which it intends to undertake in the
context of achieving its objective and in particular its long-term strategic goals,
•
the definition or/and delimitation of the responsibilities of the Chief Executive Officer as well as
the Deputy Chief Executive Officer, if any,
•
the establishment of a Policy for the identification, avoidance and treatment of conflicts of
interest between the interests of the Company and those of the members of the Board of
Directors or persons to whom the Board of Directors has assigned some of its responsibilities,
•
the determination of the appropriate structures, reference lines and responsibilities to achieve
the Company's objectives,
•
ensuring the smooth succession of its members and senior executives of the Company,
•
its effective operation, its systematic evaluation, as well as of its Committees and its members
and their continuous improvement,
•
the care for the composition and operation of the Board of Directors and its Committees in
accordance with the current legislation, as well as for the compliance with any obligation, as it
derives from the current legislation, as well as from the corporate documents, policies and
procedures governing it as well
•
the other responsibilities as they are provided in the Articles of Association of the Company, its
Operating Regulation and the current legislation.
1.3
The Board of Directors has the ability in general to assign its powers of management and
representation of the Company, except those that require collective action, to one or more persons,
members or not, determining at the same time the extent of this assignment. In any case, the
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responsibilities of the Board of Directors are subject to articles 19 and 99
-100 of Law 4548/2018, as in
force.
1.4 Obligations of the Board of Directors’ members
1.4.1 General
The members of the Board of Directors must, in the exercise of their duties and responsibilities, observe
the law, the Articles of Association and the legal decisions of the General Meeting. They have to make
every effort to carry out their duties, to manage corporate affairs in order to promote corporate interest,
to supervise the execution of the decisions of the Board of Directors and of the General Assembly and to
inform the other members about corporate issues. The custody is judged on the basis of the status of each
member and the duties assigned to him/her by law, the Articles of Association or by decision of the
competent corporate bodies.
1.4.2 Obligation of faith - Conflicts of interest
The members of the Board of Directors have an obligation of faith to the Company. In particular they
must:
(a)
Do not pursue their own interests that contradict the interests of the Company.
(b)
To disclose in a timely and adequate manner to the other members of the Board of Directors their own
interests, which may arise from the Company's transactions, which fall within their duties, as well as any
conflict of their interests with those of the Company or related companies to it according to the meaning
of article 32 of law 4308/2014, which arises during the exercise of their duties. They must also reveal any
conflict between the interests of the Company and the interests of the persons of paragraph 2 of article
99 of Law 4548/2018, if they are related
to these persons. A sufficient disclosure is one that includes a
description of both the transaction and own interests.
The concept of conflict or potential conflict of interest includes:
(i) any direct conflict of interest, i.e. any conflict of interest of a member of the Board of Directors with
the interests of the Company or of a party related to the particular member, and
(ii) any indirect conflict of interest, i.e. any conflict of interest between the interests of the Company and
the interests of parties connected to a member of the Board of Directors (natural or legal persons).
(c)
To keep strict confidentiality about the corporate affairs and the confidential of the Company which
became known to them due to their status as consultants.
(d)
The member of the Board of Directors is not entitled to vote on issues in which there is a conflict of
interest with his/her Company or persons with whom he/she is associated in a relationship subject to
paragraph 2 of article 99 of Law 4548/2018. In these cases the decisions are taken by the other members
of the Board of Directors, and in case the impossibility of voting concerns so many members, so that the
rest do not form a quorum, the other members of the Board of Directors, regardless of their number,
must proceed to convening a General Meeting for the sole purpose of taking this decision
1.4.3 Prohibition of competition
It is prohibited for the members of the Board of Directors who participate in any way in the management
of the Company, as well as to its directors, to act, without the permission of the General Meeting or the
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relevant provision of the Articles of Association, on their own account or on behalf of third parties, acts
subject to the purposes of the Company, as well as to participate as general partners or as sole
shareholders or partners in companies that pursue such purposes.
In case of culpable violation of the previous paragraph prohibition, the Company is entitled to claim
compensation. However, instead of compensation, it may require that, for transactions performed on
behalf of the consultant or the director, these transactions were performed on behalf of the Company,
and that for transactions performed on behalf of a third party, to be granted to the Company the fee for
the mediation or to be assigned to it the relevant receivables.
These receivables expire after one (1) year from the time when the above transactions were announced
at a meeting of the Board of Directors or were notified to the Company. The limitation period, however,
occurs five (5) years after the entry into force of the prohibited act.
ΙΙ. Size and Composition of the Board of Directors
2.1
Composition of the Board of Directors
2.1.1
According to
article 9 of the Company’s current Articles of Association, the Board of Directors
consists of five (5) to fifteen (15) members, who are elected by the General Meeting of Shareholders with
an absolute majority of votes represented in the General Meeting.
2.1.2
The members of the Board of Directors can be shareholders of the Company or not. A member of
the Board of Directors can also be a legal entity. In this case, the legal entity is obliged to appoint a natural
person to exercise the powers of the legal entity as a member of the Board of Directors. The natural
person is fully co-responsible with the legal entity for corporate management.
2.1.3
The members of the Board of Directors are always re-elected and freely revoked by the General
Meeting, regardless of the expiration date of their term.
2.1.4
The General Meeting may also elect alternate members, equal number to the regular members.
Alternate members may be used only to replace members of the Board of Directors who have resigned,
passed away or lost their status in any other way.
2.2 Term of the Board of Directors
The term of the Board of Directors’ members is five years, extended until the expiration of the term within
which the next Ordinary General Meeting must convene and until the relevant decision is taken, but in no
case may it exceed six years.
2.3
Participation in the meeting of the Board of Directors
2.3.1
Each consultant must attend the meetings of the Board of Directors uninterruptedly and devote the
time required for the satisfactory and effective fulfillment of his/her duties.
2.3.2
The unjustified absence or non-representation of a consultant during the meetings of the Board of
Directors for a period longer than six (6) months is equivalent to his/her resignation. The resignation
becomes final from the day that the Board of Directors will decide on it, and its decision is recorded in the
minutes and is notified to the consultant to whom it concerns.
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In the event of an unexcused absence of an independent member in at least two (2) consecutive meetings
of the Board of Directors, this member should be considered as having resigned. In such a case, the
resignation will be established by a decision of the Board of Directors, which will then replace the member,
in accordance with the procedure of par. 4, article 9 of Law 4706/2020.
2.4
Replacement of the Board of Directors’ members
2.4.1
Subject to the provisions of Law 4706/2020 on corporate governance, in case of resignation, death
or any other way of losing the status of member or members of the Board of Directors, the latter may
elect members to replace the missing members. This election is allowed if the replacement is not possible
by alternate members, who may have been elected by the General Meeting. The election by the Board of
Directors is made by decision of the remaining members, provided that there are at least three and is
valid for the remainder of the term of the replaced member. The decision of the election is submitted to
the publicity of article 13 of law 4548/2018 and is announced by the Board of Directors at the next General
Meeting, which can replace the elected members, even if there is no relevant item on the agenda.
2.4.2
In case of resignation, death or in any other way loss of member or members’ status of the Board of
Directors, the remaining members may continue the management and representation of the Company
without replacing the missing members in accordance with the previous paragraph, provided that their
number exceeds half of the members, as they had been before the occurrence of the above events. In any
case, these members may not be less than three (3).
2.4.3
In any case, the remaining members of the Board of Directors, regardless of their number, may
convene a General Meeting with the sole purpose of electing a new Board of Directors.
2.5 Distinction between executive and non-executive members of the Board of Directors
2.5.1
The executive members of the Board of Directors are in charge of the management issues related
to the daily operation of the Company as well as for the implementation of the strategy determined by
the Board of Directors. The executive members regularly consult with the non-executive members of the
Board of Directors on the appropriateness of the strategy implemented.
In cases of crises or risks, as well as when the circumstances require the assumption of measures that are
reasonably expected to significantly affect the Company, such as when decisions are to be made regarding
the development of the business activity and the risks assumed which are expected to affect the financial
position of the Company, the executive members inform the Board of Directors in writing without delay,
either jointly or separately, submitting a relevant report with their estimates and proposals.
2.5.2
The non-executive members of the Board of Directors, including the independent non-executive
members, are responsible for the promotion of the corporate goals and issues and the safeguarding of
the interests of the Company and have, in particular, the following obligations:
(a)
monitor and examine the Company's strategy and its implementation, as well as the achievement of
its objectives,
(b)
ensure effective oversight of executive members, including monitoring and controlling their
performance,
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(c)
consider and express opinions on proposals submitted by executive members, based on existing
information,
(d)
contribute, through constructive criticism, in the development of strategy proposals for all the
Company's issues.
2.5.3
The Board of Directors of the Company, in terms of its independent non-executive members, takes
all necessary measures to ensure compliance with the independence criteria set by the applicable
regulatory framework. With the assistance and support of the Remuneration and Nomination Committee,
the Board of Directors reviews the fulfilment by independent non-executive members of the
independence criteria at least on an annual basis per financial year and before the publication of the
annual Financial Report, which includes relevant finding concerning their independence. Within this
framework, each independent non-executive member completes and submits annually to the Board of
Directors a relevant questionnaire and a responsible statement regarding his/her fulfilment of the
independence criteria.
Following the above, the Board of Directors of the Company after a thorough examination of the
fulfilment by the independent non-
executive members of the defined by the provisions of article 9 par. 1
and 2 conditions of independence, declares, ascertains and confirms that both during the 2023
(01.01.2023-31.12.2023), as well as at the date of approval of this Report, all its independent non-
executive members, and in particular Mr. Ioannis Tsoukaridis, Ioannis Papamichalis and Aliki Benroubi,
continue to meet in their entirety the conditions of independence set by the current regulatory
framework.
2.6 Succession of members of the Board of Directors and CEO
2.6.1
The Board of Directors of the Company during its meeting on 30/12/2022 approved the Policy and
Procedure for the Succession of the Board Members and CEO, which was drawn up with the cooperation
of the Remuneration and Nomination Committee. The Policy aims to ensure on the one hand the orderly
and smooth functioning of the Board of Directors, and on the other hand, the smooth continuity of the
corporate entity and the effective implementation of the business plan and its strategy.
2.6.2
The above Policy applies:
(a)
to all the members of the Company's Board of Directors (executive, non-executive, independent non-
executive),
(b)
to the CEO of the Company, as well as to his/her Deputies (one and/or more) and
(c)
to the members of the various Committees of the Board of Directors.
2.6.3
The Succession Policy and Procedure for the members of the Board of Directors and the CEO includes
the following stages:

recognition of the need to fill the vacancy,

determination and approval of the profile of the position to be filled,

examination of the possibility of filling the position internally from the list of candidates
maintained and updated by the Remuneration and Nomination Committee,
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
activation of the possibility of selecting an external candidate, in case there is no suitable
internal candidate, either upon recommendation or through assignment to an external
consultant,

evaluation of the main characteristics and qualifications of the candidates to fill the position
according to the procedure and criteria described in the Succession Policy,

completion of the evaluation process and communication of the results to the interested
parties.
2.6.4
The Company's Remuneration and Nomination Committee evaluates the adequacy and
effectiveness of the Policy, monitors its adoption and implementation, while recording any identified
weakness as well as deficiency and makes the necessary and appropriate proposals-recommendations for
improvement.
2.6.5
The Policy is examined on an annual basis and its content as well as implementation is amended and
reviewed whenever this is deemed appropriate or necessary, following a relevant recommendation by
the Remuneration and Nomination Committee.
2.7 Evaluation of the Board of Directors
2.7.1
The evaluation of the members of Board of Directors is carried out on an annual basis and includes
the assessment of all members (executive, non-executive, independent non-executive), as well as third
parties (non-members of the above body) who are members of the more specific BoD Committees.
2.7.2
The members of the Board of Directors are evaluated:
(a)
on a collective basis, which takes into account the overall operation and effectiveness of the subject
corporate body and
(b)
on an individual basis which entails the assessment of contribution of each member towards the
successful operation of the Board of Directors.
2.7.3
The evaluation of both the collective and individual suitability is carried out on the basis of
questionnaires which are completed by each member of the Board of Directors separately, while
additionally within the framework of individual assessment, private meetings between the Remuneration
and Nomination Committee and the members may be held, if deemed appropriate or necessary. The
members of Board of Directors must answer honestly to all the questions included in the questionnaires.
2.7.4
The criteria based on which the suitability of the members of Board of Directors is evaluated are
defined by Law 4706/2020, the decisions issued by the Hellenic Capital Market Commission under its
authority, as well as by the Company's applicable Suitability Policy that has been adopted and is currently
effective.
2.7.5
The evaluation of the overall performance of the Board of Directors concerns the following: the size
and composition, the existence of diversity among its members, the adequate representation by gender
and the non-application of outdated criteria (e.g. gender, race, color, ethnic or social origin, religion, age,
sexual orientation, etc.) during the recruitment process.
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In any case, the evaluation of the collective suitability of Board of Directors aims to ensure the existence
of a body that consists of the most competent and suitable (fit and proper) individuals, operates in
accordance with the Articles of Association, the Greek Code of Corporate Governance, the Internal
Regulation, the Company's more specific Policies and Procedures, as well as the applicable legislative and
regulatory framework in general. The evaluation also ensures that the Board of Directors is able to take,
through effective cooperation and fruitful exchange of views, the appropriate decisions taking into
account the business model, the risk acceptance level, the business strategy and the conditions of the
market in which the Company activates, while monitoring the actual implementation of the decisions of
top management and exercising constructive criticism in the context of promoting the broader corporate
interests.
2.7.6
The evaluation of the individual suitability of each member of the Board of Directors concerns the
level of performance on an individual basis and the assessment of contribution to the effective operation
and overall performance of the collective body, i.e. BoD.
When evaluating individual suitability, the member's status (executive, non-executive, independent),
his/her participation in special committees, the assumption of specific responsibilities, along with the
theoretical knowledge and professional experience are all taken into account for the benefit of the
company's interests and activities. Additional areas that are being assessed include the time each member
spends in fulfilling the respective duties, the overall personal behavior, the absence of any kind of
compromise, as well as the absence of objective and proven factors that indicate a lack of honesty,
integrity and good reputation.
2.7.7
The Company's Remuneration and Nomination Committee is the competent body for the initiation
of the evaluation process of the Board of Directors as well as for the more specific structure of this process
(internally or via the assistance of an independent external consultant).
2.7.8
In the event that a low level of performance is detected, the Chairman of the Board of Directors
(non-executive member) is being informed. By this manner, an individual meeting with the member of
the Board of Directors can be considered on the one hand for personal briefing and on the other hand for
purposes of discussion about the individual weaknesses or deficiencies that have been identified and also
for taking further actions or implementing procedures, the adoption of which is deemed appropriate as
well as necessary (e.g. further training of the member, removal of specific responsibilities, etc.).
ΙΙΙ. Operation of the Board of Directors
3.1 Formation of the Board of Directors as a body
The Board of Directors immediately after its election by the General Meeting convenes and is formed in a
body, electing among its members by secret voting and by an absolute majority the Chairman and Vice-
Chairman as well as the Chief Executive Officer. The Chairman, when he/she is absent or disabled, is
replaced by the Vice Chairman and him/her, the Consultant appointed by the Board of Directors. The Chief
Executive Officer, when absent or disabled, is replaced by the Consultant appointed by the Board of
Directors. The award of the position of Chairman or Vice-Chairman and the Chief Executive Officer is not
considered incompatible for the same person.
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3.2 Board of Directors meetings
3.2.1
The Board of Directors meets whenever required by law, the Articles of Association or the needs of
the Company, at its headquarters or in the region of another Municipality within the prefecture of the
headquarters. The Board of Directors meets validly outside its headquarters in another place, either at
resident country or abroad, provided that all its members are present or represented at the meeting and
no one objects to the holding of the meeting and the decision-making.
3.2.2
The Board of Directors may meet by teleconference with respect to some or all of its members. In
this case, the invitation to the members of the Board of Directors includes the necessary information and
technical instructions for their participation in the teleconference.
3.2.3
During the closing year 2023 twenty nine (29) meetings of the Board of Directors took place. All of
its members participated in all the above meetings (fully-attended meeting).
3.3
Convening of the Board of Directors
3.3.1
The Board of Directors is convened by its Chairman or his/her deputy with an invitation notified to
its members, in which the items of the agenda must be clearly stated, otherwise decisions are allowed
only if all the members of the Board of Directors are present or represented and no one objects to decision
making.
3.3.2
The convening of the Board of Directors can be requested by at least two (2) of its members with
their request to its Chairman or his/her deputy
, in accordance with the provisions of article 91 par. 3 of
law 4548/2018.
3.4 Quorum - Decision making of the Board of Directors
3.4.1
The Board of Directors is in quorum and meets validly, when is present or represented to it half (1/2)
plus one consultant, but the number of present or represented members can never be less than three (3).
In order to find the quorum number, any resulting fraction is omitted.
3.4.2
The decisions of the Board of Directors are validly taken by an absolute majority of the members
present or represented. In case of a tie, the vote of the Chairman of the Board of Directors shall not
prevail. Each Consultant has one (1) vote. Each consultant can validly represent only one consultant.
Representation may not be assigned to persons who are not members of the Board of Directors. The
voting in the Board of Directors is open, unless with its own decision it is decided that on the specific issue
a secret voting will be held, in which case the voting is conducted with a ballot paper.
3.5
Board of Directors’ minutes
3.5.1
The discussions and decisions of the Board of Directors are recorded briefly in a special book, which
can also be kept electronically. At the request of a member of the Board of Directors, the Chairman is
obliged to record in the minutes a summary of his/her opinion. The Chairman has the right to refuse to
record an opinion, which refers to issues obviously off the agenda or its content is clearly contrary to good
morals or the law. In this book it is also recorded a list of members present or represented at the meeting
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of the Board of Directors. The minutes of the Board of Directors are signed by the present members. In
case of refusal of signing by a member, a relevant mention is made in the minutes.
3.5.2
Copies and extracts of the minutes of the Board of Directors are certified by the Chairman or his/her
deputy, in case of impediment, by the General Manager of the Company or by the person appointed by a
decision of the Board of Directors of the Company.
3.5.3
Copies of minutes of Board of Directors meetings for which there is an obligation to register them
in the G.E.M.I., according to article 12 of law 4548/2018 or other provisions, there are submitted to the
competent service of G.E.M.I. within twenty (20) days from the meeting of the Board of Directors.
3.5.4
The preparation and signing of minutes by all members of the Board of Directors or their
representatives is equivalent to a decision of the Board of Directors, even if no previous meeting has taken
place. This arrangement also applies if all consultants or their representatives agree to have their majority
decision recorded in a minutes without a meeting. The relevant minutes are signed by all Consultants.
Signatures of consultants or their representatives can be replaced by exchanging messages by e-mail or
other electronic means.
ΙV. Information for the current Board of Directors and the Committees of the Company
4.1
In the context of the full, substantial and effective compliance and harmonization of the Company
with the requirements and regulations of the new law 4706/2020 (Government Gazette A
136/17.07.2020) on corporate governance, the Annual Ordinary General Meeting of shareholders of June
25, 2021 elected a new nine-
member (9
-member) Board of Directors with a five-year term, namely until
25.06.2026, extended until the expiration of the deadline within which the next Ordinary General Meeting
must convene and until a relevant decision is made, consisting of the following members:
1) Georgios Ginosatis of Spyridonas,
2) Stamatina Ginosati of Georgios,
3) Stamatios Ginosatis of Spyridonas,
4) Asimina Ginosati of Dimitrios,
5) Dimitrios Ginosatis of Stamatis,
6) Spyridonas Ginosatis of Stamatis,
7) Ioannis Tsoukaridis of Petros,
8) Ioannis Papamichalis of Eustratios and
9) Aliki Benroubi of Sam Samouil.
4.2
At the same time with this decision of the above Annual Ordinary General Meeting of the shareholders
has defined as independent members of the Company’s Board of Directors Messrs.: 1) Ioannis
Papamichalis of Eustratios, 2) Ioannis Tsoukaridis of Petros and 3) Aliki Benroubi of Sam Samouil, who
meet the who fully meet the conditions and criteria of independence set by the current legislative and
regulatory framework (artic
le 9 par. 1 and 2 of l. 4706/2020), namely:
(a)
do not
hold directly or indirectly percentage of voting rights greater than 0.5% of the Company’s share
capital and
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(b)
are free from any dependent relationship with the Company or persons related to it and maintain no
financial, business, family or other relationship, which may affect their decisions and their independent,
objective and impartial judgment.
4.3
The above elected Board of Directors was formed into body as follows:
1) Georgios Ginosatis of Spyridonas, Chairman of the Board of Directors (Non-Executive Member).
2) Stamatina Ginosati of Georgios, Vice-Chairman of the Board of Directors (Executive Member).
3) Stamatios Ginosatis of Spyridonas, Chief Executive Office (Executive Member).
4) Asimina Ginosati of Dimitrios, Member of the Board of Directors (Executive Member).
5) Dimitrios Ginosatis of Stamatis, A’ Deputy Chief Executive Officer (Executive Member).
6) Spyridon Ginosatis of Stamatios, B’ Deputy Chief Executive Officer (Executive Member).
7) Ioannis Tsoukaridis of Petros, Member of the Board of Directors (Independent Non-executive Member).
8) Ioannis Papamichalis of Efstratios, Member of the board of Directors (Independent Non-Executive
Member).
9) Aliki Benroubi of Sam Samouil, Me
mber of the Board of Directors (Independent Non-Executive
Member).
The composition of the existing and legally elected Board of Directors of the Company fully covers the
appropriate and effective exercise of its duties and responsibilities, reflects adequately the size,
organization and mode of operation of the Company that requires speed and flexibility, due to the strong
export orientation and the very high percentage of extroversion, achieves adequate staffing of both
existing and new Committees set up to strengthen the supervisory role of the Board of Directors, and it is
distinguished for the diversity of knowledge, skills, qualifications and experience, elements that can
contribute decisively to the promotion and achievement of the corporate objectives and plans of the
Company.
Particularly and according to the above, the Company’s Board of Directors is consisted of:
•
4/9 (44.4%) non
-executive members
•
3/9 (33.3%) independent non
-executive members
•
3/9 (33.3%) women
4.4
The minutes of 25.06.2021 of the Annual Ordinary General Meeting of the Company's shareholders
regarding the election of a new Board of Directors as well as the minutes of 25.06.2021 of the Board of
Directors on its formation into body and the granting of commitment and representation rights of the
Company were registered in the General Commercial Registry (G.E.MI) on 08.07.2021 with Registration
Code Numbers (RCN) 2578692 and 2578693 respectively, issued in relation to it with protocol number
2400213/08.07.2021 of the relevant announcement of the Ministry of Development and Investment
(General Secretariat of Commerce & Consumer Protection, General Directorate of Market, Directorate of
Companies, Department of Supervision of Listed SAs & Sports SA)
4.5
As of December 31, 2023 as well as on the date of publication of this Report, the composition of the
Board of Directors is as follows:
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4.6
Regarding the proper operation of the Board of Directors and the day-to-day management and control
of the Company's activities, there is a clear separation of responsibilities at the management level. The
duties of the Chairman of the Board of Directors and those of the Chief Executive Officer are exercised by
different persons, while in full compliance with the provision of par. 1 of article 8 of Law 4706/2020 the
Chairman of the Board of Directors is a non-executive member. In particular and in accordance with the
provisions of the current Operating Regulations of the Company:
4.6.1 Chairman of the Board of directors
The Chairman of the Board of Directors, who is a non-executive member, chairs the meetings of this
corporate body and is responsible for organizing and coordinating its work in order to achieve its efficient
and effective operation.
The responsibilities of the Chairman of the Board of Directors include the following:
•
ensuring the good organization and efficiency of the Board of Directors’ work and its
Committees,
•
setting the items on the daily agenda, ensuring that the Board of Directors takes decisions on all
matters within its remit and devotes the required time to issues that concern it,
•
convening and chairing the meetings of the Board of Directors and ensuring their effective
conduct through the encouragement of constructive dialogue and the effective contribution of
the views of the Board of Directors’ members,
•
ensuring the timely and correct information of the Board of Directors’ members for the
preparation of its meetings,
Full Name
Capacity
Date of Election
End of Term
& Re-election
Chairman of BoD
25.06.2021
25.06.2026
Non-Executive Member
Stamatina Ginosati
Vice Chairman of BoD
25.06.2021
25.06.2026
Executive Member
Stamatios Ginosatis
Chief Executive Officer (CEO)
25.06.2021
25.06.2026
Executive Member
Asimina Ginosati
Executive Member
25.06.2021
25.06.2026
Dimitrtios Ginosatis
First Deputy CEO
25.06.2021
25.06.2026
Executive Member
Spyridon Ginosatis
Second Deputy CEO
25.06.2021
25.06.2026
Executive Member
Ioannis Tsoukaridis
Independent Non- Executive Member
25.06.2021
25.06.2026
Ioannis Papamichalis
Independent Non- Executive Member
25.06.2021
25.06.2026
Aliki Benroubi
Independent Non- Executive Member
25.06.2021
25.06.2026
Georgios Ginosatis
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•
ensuring constructive relations between executive and non-executive members and creating an
open-minded culture,
•
ensuring the effective communication of the Board of Directors with the shareholders, so that
their positions on important issues are understood,
•
cooperation with the Chief Executive Officer and the Corporate Secretary for the preparation of
the Board of Directors and the full information of its members,
•
overseeing the evaluation process of the Board of Directors for the effective fulfillment of its
duties,
•
all other responsibilities that, as the case may be, are mentioned in the Company's Articles of
Association and / or in the current legislation.
4.6.2
Chief Executive Officer
The Chief Executive Officer is the Executive Member of the Board of Directors to whom are assigned the
responsibilities for the management of the Company and its representation, acting within the limits of the
powers and responsibilities set by the current legislation, the Articles of Association, the specific decisions
of the Board of Directors, the Regulations and Policies that govern the organization and operation of the
Company. In particular, the CEO has the following responsibilities:
•
conducts every act of administration, management and representation of the Company within
the framework of the powers and responsibilities assigned to him/her by the Board of Directors,
•
decides on all general issues concerning the Company within the framework of the corporate
objective,
•
executes the decisions of the Board of Directors,
•
is responsible for the implementation of the corporate strategy as defined by the Board of
Directors,
•
further delegates the exercise of the powers and responsibilities assigned to him/her to third
parties, employees or not of the Company, members or not of the Board of Directors, in general
or for only certain acts, within the scope of the powers assigned to him/her, determining at the
same time the scope of this assignment,
•
ensures the immediate availability to the members of the Board of Directors of any information
that becomes necessary for the performance of their duties,
•
cooperates with the Chairman of the Board of Directors and the Corporate Secretary for the
preparation of the Board of Directors and the full information of its Members,
•
consults at regular intervals with the non-executive members of the Board of Directors on the
appropriateness of the corporate strategy in its implementation,
•
informs the Board of Directors in writing without undue delay, either alone or together with the
other executive members of the Board of Directors, submitting a relevant report with the
assessments and proposals, when there are situations of crisis or risk, as well as when the
circumstances require them to be taken measures, which are reasonably expected to significantly
affect the Company, such as when decisions are to be made regarding the development of the
business activity and the risks taken, which are expected to affect its financial position.
4.6.3 Vice-Chairman of the Board of Directors
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The Vice Chairman of the Board of Directors replaces the Chairman in his/her duties, in cases where the
Chairman is prevented from exercising them and in general where provided by the Company's Articles of
Association and the law. The Vice Chairman of the Board of Directors, in addition to his/her responsibilities
related to the operation of the Board of Directors, and to the extent that he/she retains executive
capacity, will exercise the executive responsibilities provided to him/her by the relevant powers of the
Board of Directors, in order to participate in all decisions which substantially affect the course of the
Company.
4.6.4 Deputy Chief Executive Officer
The Deputy Chief Executive Officer is an Executive Member of the Board of Directors of the Company and
replaces the Chief Executive Officer, when he/she is absent or prevented from performing any of his/her
duties. More than one executive member of the Board of Directors may be appointed as Deputy Chief
Executive Officers, while the extent of responsibilities assigned to them is delimited by the Board of
Directors by special decision.
4.6.5 Corporate Secretary
It is a support body of the Board of Directors according to the Greek Code of Corporate Governance.
Appointed and revoked by the Board of Directors, is not a member of it and attends its meetings. The
main responsibilities of the Corporate Secretary are the following:
•
providing practical support to the Board of Directors of the Company in terms of its compliance
with the internal Policies and Procedures of the Company, the relevant laws and regulations and
the effective operation of the Board of Directors,
•
ensuring, in consultation with the Chairman, the immediate, clear and complete information of
the Board of Directors, the inclusion of new members, the organization of General Meetings, the
facilitation of communication of the shareholders with the Board of Directors and the facilitation
of communication of the Board of Directors with senior executives.
4.7 Curriculum vitae of members of the Board of Directors and senior executives
4.7.1
The brief CVs of the Members of the Board of Directors are as follows:
Georgios Ginosatis, Chairman of the Board of Directors (Non-Executive Member)
He is one of the founders of FLEXOPACK with industrial and administrative experience for over forty years.
He has been educated on polymer technology and processing.
For a number of years he was an elected Consultant at the Athens Chamber of Commerce and Industry.
He was the Chairman of the Board of Directors and Chief Executive Officer of FLEXOPACK from January
1989 until June 2021, when he assumed the
capacity of the Chairman of the Board of Directors.
Stamatios Ginosatis, Chief Executive Officer (Executive Member)
He has industrial administrative and laboratory experience of more than forty years. He is one of
FLEXOPACK’s founders.
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His vision, business thinking and international experience have contributed to the significant growth of
the Group, making the Group one of the leaders in Europe in the field of flexible plastic packaging of the
food industry.
He served as Vice-Chairman of the Board of Directors and Deputy Chief Executive Officer of
FLEXOPACK
from January 1989 until June 2021, when he assumed the capacity of Chief Executive Officer.
He studied Chemistry at the Aristotle University of Thessaloniki and holds a M.Sc. from the City University
of London in polymer technology.
Ginosati Stamatina, Vice-Chairman of the Board of Directors (Executive Member)
She is the head of the Human Resources Management (HR) Department of the Group. She holds a degree
in Economics and Business Administration (Maitrise Economie et Gestion de l'entreprise) from the
University of Aix - Marseille II in France as well as long-term work experience in the Company and later in
the Group, as she has been actively employed since 2002 until today, while she was elected as a member
of the Board of Directors in June 2017.
Ginosati Asimina, Member of the Board of Directors (Executive Member)
She has significant administrative experience and knowledge of the Company's objective, employed in a
dependent employment relationshi
p since 1986 continuously until today, participating in the close
management team with the Company's founders and having assumed responsibility for both the
Company's Credit Control Department and broadly of the Group, as well as the supervision of
organizational and administrative operations. She was elected as an executive member of FLEXOPACK’s
Board of Directors on January 1989.
Ginosatis Dimitrios, First Deputy Chief Executive Officer (Executive Member)
He is the Business Development Manager of Flexopack Group and he has held various positions of
responsibility in the organization during his 15-year term.
He has extensive experience in the production, research and development of flexible packaging products
and holds patents on plastic packaging.
He was
born in 1980 in Athens and holds a B.A. in Computer Science from Brown University in the USA
and M.Sc. in Polymer Science from Michigan State University. He is member of FLEXOPACK BoD as of June
2017.
Ginosatis Spyridonas, Second Deputy Chief Operating Officer (Executive Member)
He is the Head of Operations of FLEXOPACK Group with experience of more than 10 years in the polymer
processing industry.
He has been an executive in financial and business sector before joining the team of Flexopack.
He was born
on 1983 in Athens and holds a B.Sc. on applied Mathematics from the University of Brown
USA.
He is member of FLEXOPACK BoD as of June 2017.
Tsoukaridis Ioannis, Member of the Board of Directors (Independent Non-Executive Member)
He is a graduate of the Athens University of Economics and Business.
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He started his career in 1973 with a small printing house and managed to achieve a continuous growth of
his customer base. In 1979 it made a turn by expanding the activity of the printing house, entering the
boxi
ng industry and turning PAPERPACK into the Leader of the boxing industry in Greece. From 1996 to
the end of 2020 he was the Chairman and CEO of the listed company on the Athens Stock Exchange
PAPERPACK SA, of which he was the main shareholder.
He is member of FLEXOPACK BoD as of June 2021.
Papamichalis Ioannis, Member of the Board of Directors (Independent Non-Executive Member)
He is a graduate of the University of Thessaloniki and holds a Master in Business Administration (M.B.A in
Finance) from Georgia State University.
He worked from 1980 to 1987 in TITAN CEMENTS SA in the Department of Studies and Internal Audit.
From 1987 to 1993 he was the Head of Studies, Planning and Internal Audit at VARNIMA CORPORATION
INTERNATIONAL and from 1993 to 2017 he held
the position of Chief Financial Officer at AVIN
INTERNATIONAL S.A.
He is member of FLEXOPACK’s Board of Directors as of June 2021.
Benroubi Aliki, Member of the Board of Directors (Independent Non-Executive Member)
Chairman and CEO of Benroubi SA. She studied Economics at the H.E.C. of Lausanne and the Deree College
of Athens. From the beginning of her career she worked in the Benroubi family business, a dominant
company in the field of import and distribution of renowned international companies’ electrical
appliances. Since 2002, she is the creator of the small electrical appliances brand IZZY, which currently
holds a leading position in the Greek market.
She is member of FLEXOPACK’s Board of Directors as of June 2018.
4.7.2
The brief CVs of the Company’s senior management are as follows:
Pelonis Panagiotis– Factory Director
He holds a degree in Electrical Engineer from Western Michigan University in the USA.
He is employed in the Company as of December 1999, where he holds the position of Factory D
irector.
Rousos Georgios–R&D Director
He is in charge of the Research and Development Department of the Group. He has a bachelor's degree
in Chemical Engineering from M.P.U.
He has long-term work experience in the Company and later in the Group, as he has been actively
employed since May 1997 until today.
Mantzoros Dimitrios– Group Commercial Director
He has a bachelor's degree in Electrical Engineering from M.T.U. and after a long working experience in
the Company and later in the Group he holds the position of Commercial Director of the Group.
Vasilis Kyrou – Sales Director
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It is Dr. Chemical Engineer, graduate of the Polytechnic School of AUTh, 1983, with MSc and PhD in
Chemical Engineering, from Syracuse University, NY, USA. Has long-term professional experience in sales
topics in the International Market.
From 1991 to 1998 he worked in various industrial companies, initially as R&D Manager and Technical
Director and then as Commercial Director (El. Hatzopoulos SA, N. Vamvalis SA).
As of October 1998
he started working as Export Director of Flexopack, where he continues to this day as
Sales Director.
Koumoutsos Antonis -Group Supply Chain Director
He is in charge of the Supply Chain Department of the Group. He has a bachelor's degree in Chemical
Engineering from M.P.U. and a postgraduate degree from Cranfield University U.K. as well as M.B.A. from
E.U.A., as well as long-term work experience in the Company and later in the Group, as it has been actively
employed since the year 2001 until today.
Anastasios Lymperopoulos –Financial Director
He is a graduate of the Department of Economics of the National Kapodistrian University of Athens and
has long-
term professional experience in the field of Finance. From February 1982 to December 1994 he
worked in various commercial and industrial companies holding the position of Accounting Director,
among them in the companies "ORGANON HELLAS SA" and "ORGANON TECHNICS HELLAS SA” of the
“AKZO” group.
From April 1995 to December 1996 he was the Financial Director
of the company AGROTIKOS OIKOS
SPYROU SA.
At FLEXOPACK he started working as of January 1997, where from then until today he holds the position
of Financial Director of the Group.
4.8 Professional commitments of members of the Board of Directors
According to the statements of the members of the Board of Directors, the following other professional
commitments have been notified to the Company, including significant non-executive commitments to
companies and non-profit organizations:
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Member of BoD
Professional Commitment - Other Companies of the Group
Georgios Ginosatis
-
Stamatina Ginosati
DISPI S.A. (BoD Member)
TECHNOPLASTIKI S.A. (Chairman of BoD & shareholder)
EGGEIA Ι.Κ.Ε. (Administrator & shareholder)
ANELIXIS I.K.E. (shareholder)
Stamatios Ginosatis
-
Asimina Ginosati
-
Dimitrtios Ginosatis
DISPI S.A. (Chairman of BoD & shareholder)
APIRON RECYCLING S.A. (BoD Member)
TECHNOPLASTIKI S.A. (Vice-Chairman of BoD & shareholder)
Spyridon Ginosatis
DISPI S.A. (Vice-Chairman of BoD & shareholder)
TECHNOPLASTIKI S.A. (BoD Member & shareholder)
APIRON RECYCLING S.A. (Chairman of BoD)
ANELIXIS I.K.E. (Administrator)
Ioannis Tsoukaridis
FIVE J&B S.A. (Shareholder)
KARELIAS TOBACCO SOCIETE ANONYME (Non-Executive Member of BoD)
PAPERPACK S.A. (Non-Executive Member of BoD)
Ioannis Papamichalis
-
Aliki Benroubi
NEA BENROUBI S.A. (Chairman of BoD - CEO & shareholder)
BENROUBI REAL ESTATE (Chairman of BoD - CEO & shareholder)
Member of BoD
Professional Commitment - Other Companies of the Group
Georgios Ginosatis
-
Stamatina Ginosati
-
Stamatios Ginosatis
-
Asimina Ginosati
-
Dimitrtios Ginosatis
FLEXOPACK PTY LTD (Director)
FLEXOPACK PROPERTIES PTY LTD (Director)
FLEXOPACK ΝΖ LIMITED (Director)
FLEXOPACΚ TRADE AND SERVICES UK LIMITED (Director)
FLEXOPACK FRANCE (Director)
FLEXOPACK USA INC. (President of BoD & Secretary)
FLEXOPACK IRELAND LIMITED (Director and Secretary)
FLEXOPACK DENMARK ApS (Director)
Spyridon Ginosatis
FLEXOPACK POLSKA Sp z.o.o (BoD Member)
FLEXOPACK INTERNATIONAL LIMITED (Director)
FLEXOPACK PTY LTD (Director)
FLEXOPACK PROPERTIES PTY LTD (Director)
FLEXOPACK ΝΖ LIMITED (Director)
FLEXOPACΚ TRADE AND SERVICES UK LIMITED (Director)
FLEXOPACK FRANCE (Director)
FLEXOPACK USA INC. (Vice President of BoD andTreasurer)
FLEXOPACK IRELAND LIMITED (Director)
FLEXOPACK DENMARK ApS (Director)
Ioannis Tsoukaridis
-
Ioannis Papamichalis
-
Aliki Benroubi
-
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It is noted that none of the members of the Board of Directors of the Company participates in the Boards
of Directors of more than five (5) listed companies.
4.9
Suitability Policy of the Board of Directors
4.9.1
As the Board of Directors is the highest governing body of the Company, which is responsible for
formulating the strategy, orientation and business plan of the Company, defending the general corporate
interest and strengthening its long-term economic value, it is absolutely necessary that its composition
should reflect the knowledge, skills and experience required to exercise its responsibilities, in accordance
with the business model and strategy of the Company, its size, structure, activities and operating
environment, the complexity of its functions and its special institutional role and character.
4.9.2
The Annual Ordinary General Meeting of Shareholders of June 25, 2021 approved the Suitability
Policy prepared on behalf of the Management, which aims to ensure quality and proper staffing, smooth
operation and effective fulfillment of the role of the Board of Directors, as a collective body, for the
purpose of promoting the corporate purpose and defending the corporate interest.
The Suitability Policy has been designed by a clearly and defined way and includes both the principles
governing the selection, replacement and / or renewal of the Board of Directors members’ term, and the
criteria for assessing their suitability, including the criteria which satisfactorily ensure the diversity of the
composition of the Board of Directors, in accordance with applicable law, and are harmonized with the
operational organization of the Company and in particular the strongly extroverted nature of it and the
Group more broadly, taking into account that its activities extend , except European, and in international
markets in which the Group has achieved a significant degree of presence and creation of a competitive
position.
4.9.3
In accordance with the approved and current Suitability Policy, both in the election of new Board of
Directors’ members, and in case of replacement or replenishing or renewal of the term of existing
members, the Remuneration and Nomination Committee takes into account the criteria related to
individual and collective suitability always in the light of the corporate values, the strategy and the general
business model that has been adopted and applied by the Company.
Ι. Individual suitability
Especially the individual suitability is being assessed based on the following criteria:
(a) Adequacy of knowledge and skills
The capacity of the Board of Directors member is directly related to the performance of administrative
duties, which dictate:
(a)
appropriate and adequate background of academic education and training and
(b)
previous related professional experience.
Particularly there are taken into account:
•
the description of the specific responsibilities and duties related to the position of the member
of the Board of Directors,
•
acquired knowledge and skills at academic and general theoretical level,
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•
the required skills in relation to the tasks to be performed (hard and soft skills),
•
the relevant practical and professional experience, which especially for the executive members
of the Board of Directors is interwoven either with the holding of a position of responsibility, or
with the exercise of business activity for a sufficient period of time,
•
the sufficient knowledge and understanding of the activities and the complexity of the business
model of the Company but also of the Group in general and especially in the light of the
international character of the corporate activities,
•
adequate knowledge and understanding of the legal framework and the Code of Corporate
Governance implemented by the Company.
(b) Guarantees of morality and reputation
The members of the Board of Directors must have proven credibility, good reputation and ethics, which
is determined mainly by their honesty and integrity.
In particular it is taken into account
•
the non-existence of objective and proven reasons who indicate a lack of honesty and good
reputation such as, as an example, final administrative and judicial decisions, in particular for
offenses related to membership of the Board of Directors, non-compliance with the legislation
of the Hellenic Capital Market Commission or in general financial offenses
•
the relevance of any offenses to the role of the member, their degree of seriousness, the
general conditions of conduction including any mitigating factors and the role of the person
involved, the sentence imposed and any remedial measures;
•
the existence of a decision by any competent authority to exclude the member from the
exercise of duties as a member of the Board of Directors,
•
the time elapsed since the commission of the offense,
•
the general behavior of the person after the commission of the offense.
(c) Conflict of interests
According to the Policy and Procedure for the Prevention & Management of Conflict of Interest Situations
adopted by the Company, a conflict of interest is defined as any real or potential situation (professional,
personal or other situation or relationship), in which the private interests of the liable person may are
contrary to the interests of the Company or may affect the ability of the liable person to assess a situation
or his/her judgment to make a decision independently, impartially and based on the interest of the
company and which has the possible effect that the interests of the Company are at risk.
The members of the Board of Directors must strictly follow and apply the framework of policies,
mechanisms and procedures for the purpose of prevention, recognition and effective treatment and
management of conflict of interest situations, in accordance with the specific provisions of both the above
policy and the company’s Operating Regulation.
(d) Independence of judgement
The members of the Board of Directors must act with an independent judgment, which is not only ensured
by the absence of conflict of interest and the fulfillment of the conditions of independence in accordance
with current legislation, but requires active participation of members in the meetings of the Board of
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Directors and expression of independent and objective judgments. In particular, the following must be
ensured:
•
the absence of any kind of compromise in the exercise of their duties as members of the Board
of Directors,
•
the exemption from conditions that prevent the member of the Board of Directors from
exercising his/her duties in an independent and impartial manner,
•
the assistance of behavioral skills for the purpose of substantively evaluating the proposals and
views of the other members of the Board of Directors in a way that promotes constructive
decision-making,
•
the ability to formulate and support a personal opinion and to avoid indiscriminate or mass
adoption of positions that may be expressed by the other members of the Board of Directors
(group thinking).
(e) Allocation of sufficient time
The members of the Board of Directors must have the necessary time for the orderly and effective exercise
of the duties related to their position. In particular, the following shall be taken into account in
determining the adequacy of the time available:
•
the status and the specific responsibilities and duties of the member of the Board of Directors,
•
his/her participation in the Committees of the Board of Directors,
•
the possible holding of positions and responsibilities on the Boards of Directors of other
companies and / or legal entities,
•
other professional obligations, personal commitments, age and special personal circumstances of
each member of the Board of Directors.
The executive members, in particular, of the Board of Directors, whose duties are directly related to
the promotion of the corporate activities and the best possible promotion of the corporate purpose,
must have sufficient time to fulfil all the related obligations. For this purpose, the Company provides
information to each candidate member about the expected time, which is required for the proper
fulfilment of his/her duties both at the meetings of the Board of Directors, and at the meetings of the
individual Committees, of which he/she may be a member.
ΙΙ. Collective suitability
The Board of Directors in the context of its operation as a collective body must be able to:
(a)
make appropriate decisions taking into account the business strategy, business development model,
the range of risks taken, as well as the specific conditions prevailing in each market (domestic, European
and international) in which the corporate activities take place, and
(b)
to effectively monitor the decisions of senior management and to exercise constructive criticism in the
context of promoting the corporate interest.
In the context of the above dual mission, the Board of Directors must have a sufficient number of
members, who have the appropriate knowledge and experience in each area related to collective
responsibility, so that the management body of the Company can exercise effective management,
supervision and oversight of corporate affairs.
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The main areas of collective responsibility include:
•
business planning and organization in general,
•
the key risks associated with the exercised business activity, the ability to identify and properly
manage them,
•
in the applicable financial information and reporting framework,
•
adequate knowledge and understanding of issues related to corporate governance,
•
compliance with the legislative, regulatory in general framework.
ΙΙΙ. Diversity criteria
The Suitability Policy, which has been adopted and implemented by the Company in the context of
promoting an effective corporate governance model, promotes the diversity criteria during the selection
process of the members of the Board of Directors,
and of the management and supervisory bodies of
the Company, so that they are made up of a multi-collective team based on sufficient degree of
differentiation.
The adoption of diversity criteria and the evaluation of the specific qualifications and experiences of each
member are related in particular to:
(a)
the avoidance of outdated and anachronistic social stereotypes in assessing the suitability of members,
(b)
promoting different views within the institution in order to make it more effective in decision-making,
and
(c)
the pursuit of integrating innovative approaches and ideas into the decision-making process. More
specifically, the basic criteria of the intended diversity of composition of the Board of Directors and the
management and supervisory bodies of the Company are as follows:
•
the minimum percentage (25% of the total members) representation by gender,
•
the prohibition of exclusion of a candidate or active member of the Board of Directors due to
different gender, race, color, ethnic or social origin, religion or belief, property, birth, disability,
age or sexual orientation.
The members of the current Board of Directors as well as of the committees cover a wide age range
(between 40 and 80 years), combine dynamics and experience, are distinguished for their ethics,
reputation, reliability and integrity of character, have worked in high positions and have been senior
executives of important companies, as a result of which they have rich experience in the business field
and are able to actively and substantially contribute to the development prospects of the Group in the
geographical areas of its activity.
The current composition of the Board of Directors increases the pool of skills, experience and vision that
the Company has, at the level of senior executives, thus contributing to the further enhancement of its
productivity, competitiveness and innovation.
4.9.4
The full text of the Suitability Policy of the members of Board of Directors is available on the
Company's website https://flexopack.com/investor relations/corporate governance/policies .
4.10 Remuneration of Board of Directors’ members
4.10.1
An essential and fundamental condition for the long-term growth and the ensuring of the
Company’s stable presence in the market, in which it operates is the harmonization and alignment of the
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Board of Directors members’ remuneration with the profitability, capital adequacy, competitiveness and
sustainable development of the Company.
In this context, the Company has established, maintains and applies basic principles and rules regarding
the remuneration of the Members of the Board of Directors (hereinafter "Remuneration Policy") that
contribute at maintaining the Company's competitiveness, maximizing its long-term financial value and
avoiding taking over excessive risks, due to the payment of exorbitant salaries, which are not in line with
the prevailing economic conditions and the wider financial environment.
4.10.2
In particular, the Remuneration Policy:
•
provides incentives for attracting young people as well as retains capable executives with high
theoretical training, long-term professional experience and efficiency in the performance of their
duties, in order to strengthen and maximize the financial value of the Company,
•
ensures the provision of a competitive remuneration package, adapted to the market conditions
in which the Company operates,
•
contributes to ensuring the capital adequacy and liquidity of the Company at the most satisfactory
level,
•
promotes each time the business strategy, goals, values and interests of the Company,
•
enhances internal transparency and clarity of the fees that fall under its regulatory scope,
establishes a system of meritocracy, justice and proportionality aligned with the hierarchical
structure and the importance of the respective responsibilities,
•
aligns the goals of the Company with the goals of shareholders and stakeholders, discouraging
and limiting the probability of any conflict of interest.
4.10.3
The current Remuneration Policy of the Company was approved, in accordance with the provisions
of article 110 of law 4548/2018, by the Annual Ordinary General Meeting of shareholders of June 16th,
2023, was registered in the General Commercial Register on 18/07/2019 and the validity period stands at
four (4) years, unless the General Meeting within this period decides to amend it.
The
full
text
of
the
Remuneration
Policy
is
available
on
the
Company's
website
https://flexopack.com/investor relations/corporate governance/policies .
The Remuneration Policy applies in accordance with the article 110, paragraph 1 of Law 4548/2018 to all
members of the Board of Directors (executive and non-executive, with the necessary differences
mentioned below) including the Chief Executive Officer (one and / or more, if any), their deputy members,
if any, and the top managers, in accordance with the definition of article 2 of Law 4706/2020 (including
General Managers - Administrative Officers, as defined in the Company's Internal Operating Regulation
and in accordance with the definition of IAS 24 , as well as the Head of the Internal Control Unit).
The current Policy is also applied to the significant subsidiaries of the Group, with the aim of the universal
application of the rules on the fees and other compensation, and in order to steer clear of any adoption
of generally contradictory regulations within the companies of the Group.
4.10.4 Remuneration of Executive Members
According to the specific provisions of the current Remuneration Policy of the Company, the Executive
Members of the Company’s Board of Directors are paid:
(a)
fixed remuneration and
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(b)
variable remuneration.
4.10.4.1
At the
fixed
remuneration
of the executive members of the Board of Directors are included:
(a)
the remuneration paid to the members of the Board of Directors due to a contract of employment
(defined or indefinite time) or a service contract or a paid contract (annual fixed salary),
(b)
fees for services in Group companies
(c)
the compensation for participation in the meetings of the Board of Directors and decision-making, as
well as for participation in BoD’s meetings,
(d)
the benefits in kind paid by the Company's freedom (indicatively use of a company vehicle / mobile
phone / laptop / corporate credit or debit card / fuel card, provision of private health and / or life
insurance, use of a fixed number of air tickets, expenses for presence or travelling, accommodation and
meals in connection with the fulfillment of these duties as members of the Board of Directors.
The amount of the annual cost of benefits in kind may not exceed a maximum of 20% of the annual fixed
salary of each executive member of the Board of Directors.
The fixed remuneration is been paid by the Human Resource Department (Payroll Department) of the
Company.
The Company has not yet established and as a result do not apply on the executive members of the Board
of Directors:
(a)
pension schemes, other than the coverage of statutory social security contributions,
(b)
early retirement or supplementary pension schemes,
(c)
other incentive programs.
4.10.4.2
As Variable
are considered the remuneration that are linked to the achievement of goals both of
the Executive Members of the Board of Directors as well as of the Company and are a key component of
its performance-oriented policy.
Subject to the achievement of specific corporate profitability targets, the Board of Directors may propose
the payment of variable remuneration as an incentive for higher performance. The stated objectives may
be determined and revised annually in relation to the Company's annual budget and business plan.
The payment of variable remuneration is not binding for the Company.
The payment of variable salaries is made in cash and may be consisted of participation in the Company's
profits.
Variable remuneration is recorded as a percentage of annual fixed remuneration. However, in no case
may the amount of the variable percentages exceed 100% of the annual fixed salaries of each of the
executive members of the Board of Directors.
The Company's performance goals are set at the beginning of each corporate year in collaboration
between the Management and the Financial Services Department. At the end of the financial year, the
non-Executive Members of the Board of Directors evaluate the performance of its Executive Members
and examine the achievement of the set goals, always taking into account the financial environment and
market conditions.
The payment of the variable remuneration and its amount is decided by the Board of Directors of the
Company in a special meeting, based on the above evaluation.
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The Company may not request a refund of variable remuneration paid.
4.10.5 Remuneration of Non-Executive Members
The remuneration of the Non-Executive Members of the Board of Directors is approved by a special
decision of the Ordinary General Meeting of the Company's shareholders.
The remuneration of the Non-Executive Members of the Board of Directors is paid in cash and is subject
to the deductions provided by the applicable tax and insurance legislation.
The Non-Executive Members of the Board of Directors receive compensation for their participation in the
meetings of the Board of Directors, while they may also be granted additional fees (bonus), participation
rights in the Company's profits, stock options or compensations related to the achievement of goals of
the Company, within the same framework of the quantitative restrictions that apply to the Executive
Members.
For the payment of remuneration to Non-Executive Members, there are taken into account the
complexity-breadth of their work, the degree of experience and any special knowledge they have, their
working time, any participation in special Committees of the Board of Directors (e.g. Audit Committee),
the number of meetings in which they participate, etc.
The Independent Non-Executive Members do not participate in a scheme of pensions, allowances or long-
term incentives, unless there is a special decision of the competent corporate body.
Any expenses for performance, transportation, accommodation and meals in relation to the fulfillment of
the duties of the Independent Non-Executive Members of the Board of Directors are approved by the
Chairman of the Board of Directors.
Especially the Independent Non-Executive Members of the Board of Directors for the proper collection of
their remuneration and compensations are obliged to submit to the Company any supporting documents
requested to prove the fulfillment by these criteria set in the law for their designation as independent.
It is pointed out that the Remuneration Policy, in compliance with the provisions of Law 4706/2020, does
not provide for variable remuneration or other benefits or compensation related to the performance for
the independent non-executive members of Board of Directors, in order to primarily satisfy the intended
according to Law 4706/2020 condition of "independence of judgement" and secondarily in order to avoid
any conflict of interest cases. This is turn allows the BoD members to have the option to exercise
constructive and objective criticism against any management's decisions that involve risk.
4.10.6
During the closing financial year 2023 (01.01.2023 - 31.12.2023), the members of the Company's
Board of Directors and of the respective Committees received the remuneration which is presented in the
relevant Remuneration Report. Such remuneration is in agreement and harmonization with the provisions
and regulations of the applicable Remuneration Policy, which the Company has established and applies
and in alignment with the consequent decisions of the General Meeting of Shareholders.
The Remuneration Report for the financial year 2023 is to be posted on the Company's website
(https://www.flexopack com), immediately after its submission for discussion to the Annual Ordinary
General Meeting of Shareholders and will remain posted, in accordance with the provisions of Article 112
of Law 4548/2018.
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4.11 Number of shares of the Board of Directors’ members and senior management on 31.12.2023
PART Β
– COMMITTEES & OTHER CORPORATE BODIES
Ι. Audit Committee
1.1 Election and term of the Audit Committee
The Annual Ordinary General Meeting of shareholders of June 25, 2021 decided the election of a new
Audit Committee, in accordance with the provisions of article 44 of law 4449/2017, as in force after its
amendment by article 74 of law 4706/2021, the which constitutes an Independent Joint Committee,
consists of three (3) members, of which one (1) Independent Non-Executive Member of the Board of
Directors of the Company and two (2) third persons - non-Members of the Board of Directors and its term
is five years, expiring on June 25, 2026, extended until the expiration of the deadline within which the
next Ordinary General Meeting must convene, in no case, however, may it exceed six years.
1.2 Members of the Audit Committee
1.2.1
Especially as members of the Audit Committee were elected the following persons:
1) Dimitrios Panagotas of Ioannis, Certified Auditor-
Accountant (R.N. SOEL 34971), non
-Member of the
Board of Directors – third party.
2) Nikolaos Vlachos of Matthews, non-Member of the Board of Directors – third party.
3) Aliki Benroubi of Sam Samouil, Independent Non-Executive member of the Board of Directors.
Then the Audit Committee during its meeting on 28
th
June 2021 elected, among other members, as
Chairman of it Mr. Dimitrios Panagota of Ioannis.
Full Name
Capacity in the BoD
Number of Voting
Rights 31/12/2023
Georgios Ginosatis
Chairman of BoD
2,060,174
Stamatios Ginosatis
Chief Executive Officer
3,636,466
Stamatina Ginosati
Vice Chairman
933,948
Asimina Ginosati
Executive Member
17,100
Dimitrios Ginosatis
Executive Member
277,650
Spyridon Ginosatis
Executive Member
266,872
Ioannis Tsoukaridis
Independent Non Executive Member
0
Ioannis Papamichalis
Independent Non Executive Member
0
Aliki Benroubi
Independent Non Executive Member
0
Georgios Roussos
Director of Research & Development
2,200
Panagiotis Pelonis
Factory Manager
1,400
Dimitrios Mantzoros
Commercial Policy Manager
0
Antonios Koumoutsos
Supply Chain Manager
4,600
Vasilis Kyrou
Sales Manager
7,290
Anastasios Lyberopoulos
Chief Financial Officer
5,200
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1.2.2
For the purpose of complete, adequate and appropriate information of the shareholders and the
investing public in general, below are the brief biographies of the Members of the Audit Committee who
are third parties - non-Members of the Board of Directors.
Dimitrios Panagotas
He is a Certified Public Accountant, with a wide knowledge base and rich professional experience. He
studied Accounting and Finance at the University of Macedonia and is a graduate of the two-year
postgraduate program of the Institute of Certified Public Accountants for obtaining the professional
license of Certified Public Accountant. He started his professional career in 1999 taking various positions
in the financial sector. From January 2003 to March 2016 he worked as a Certified Public Accountant and
Tax Auditor in the company Associate Certified Public Accountants SA. Since January 2019 he has been
cooperating with the auditing company NEXIA EUROSTATUS S.A. In addition, he has experience as a
member of Audit Committees in other companies listed on the Athens Stock Exchange. He is also a
member of the Body of Certified Public Accountants and the Hellenic Institute of Internal Auditors.
Nikolaos Vlachos
He studied Chemistry specializing in polymers. BSc: Polymer Science, School of Molecular Science
University of Sussex, UK. He is a holder of a postgraduate degree M. Philosophy by the same University
with a scholarship from the company Tate + Lyle UK. He worked for 12 years as a senior executive in the
flexible packaging plastics industry. From 1997 until today he holds the position of Chairman and Chief
Executive Officer in the company "VLACHOU BROS SA". He has been a member of the Board of Directors
of FLEX
OPACK since 2009.
Aliki Benroubi
The curriculum vitae of Ms. Aliki Benroubi, Member of Board of Directors, is listed in detail in paragraph
4.7.1 of the present Report.
1.2.3
The members of the Audit Committee meet all the criteria and conditions set by the provisions of
the current legislative and regulatory framework, namely:
(a)
are in their entirety independent of the audited entity in accordance with the provisions of par. 1 and
2 of article 9 of law 4706/2020 and in particular:
(i) do not hold directly or indirectly a percentage of voting rights greater than 0.5% of the Company's
share capital; and
(ii) are free from any dependency relationship, as it (dependency relationship) is specified in par. 2 of
article 9 of law 4706/2020, with the Compan
y or persons related to it and they do not have any
financial, business, family or other relationship which may influence their decisions and their
independent, objective and impartial judgment,
(b)
have a thorough knowledge of the sector in which the entity operates; and
(c)
at least one member of the Committee who is independent of the audited entity, has sufficient
knowledge and experience in auditing or accounting, and is required to attend the meetings of the
Committee on the approval of financial statements.
1.3 Operation of the Audit Committee
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1.3.1
The Audit Committee has Operating Regulation, which was approved by the Board of Directors of
the Company at its meeting of November 22, 2018, while its amendments were approved at the meetings
of the Board of Directors of September 28, 2020 and June 15, 2021.
The Regulation records, among other things, the responsibilities, duties and obligations of the members
of the Committee and is posted on the Company's website (http://www.flexopack.com), according to the
explicit legislative requirement of article 10 par. 4 of law 4706/2020.
1.3.2
In accordance with the current Operating Regulation of the Audit Committee and taking into account
the size, business model and scope of activities of the Company, the Audit Committee meets at regular
intervals and extraordinarily when required. In any case, the Audit Committee meets four (4) times a year,
while at least two (2) times a year it holds a meeting with the statutory Auditor of the Company, without
the presence of the members of Management.
The Audit Committee may also meet by teleconference.
1.3.3
All its members participate in the meetings of the Audit Committee in person. The Audit Committee
has the discretion to invite, whenever deemed appropriate, key executives involved in the management
of the Company, including the CEO, Chief Financial Officer (CFO) and the Head of the Audit Department,
to attend specific meetings or specific items on the agenda and provide any necessary information,
clarifications or explanations.
1.3.4
The Audit Committee is convened by its Chairman by invitation which is communicated in any
appropriate way to the other members at least two (2) days before the meeting. The invitation must
include at least the date, time and items on the agenda clearly, otherwise decisions may be taken as long
as none of the members of the Committee object to the meeting and the decision being taken.
1.3.5
The decisions of the Audit Committee are taken by an absolute majority of its members. In case of
a tie, the casting vote of the Chairman shall prevail.
1.3.6
The discussions and the decisions of the Audit Committee are recorded in minutes which are signed
by the members present in accordance with article 93 of law 4548/2018. The minutes are available to all
members of the Audit Committee and, at the discretion of its Chairman, to the Board of Directors.
1.3.7
The Audit Committee may elect a secretary to observe the minutes of its meetings and to support
its work in general.
1.4 Responsibilities of the Audit Committee
According to the provisions of article 44 of law 4449/2017, t
he responsibilities of the Audit Committee
include the following:
(a)
informs the Company's Board of Directors of the outcome of the statutory audit and explain how the
statutory audit contributed to the integrity of the financial information and what was the role of the Audit
Committee in that process;
(b)
monitors the financial information process at all stages and make recommendations or proposals to
ensure its integrity;
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(c)
monitors the effectiveness of the internal control, quality assurance and risk management systems of
the enterprise and, where appropriate, its Internal Audit Department, regarding the financial information
of the audited entity, without prejudice to the independence of that entity;
(d)
monitors the statutory audit of the annual and consolidated financial statements and in particular its
performance;
(e)
supervises and monitors on an ongoing basis the independence of chartered accountants or audit firms
and in particular the adequacy of the provision of non-audit services to the audited entity;
(f)
is responsible for the selection process of certified public accountants or audit firms and proposes the
statutory auditors or audit firms to be appointed;
(g)
submits an annual report of the proceedings to the Annual Ordinary General Meeting of the Company's
shareholders.
1.5 Number of Audit Committee’s meetings
1.5.1
During the closing year 2023, the Audit Committee met fourteen (14) times and all its decisions were
taken unanimously.
During each meeting, the examination of all the items on the agenda was completed, after the required
information notes and the relevant suggestions had been distributed, and the competent executives, the
Certified Auditors and other persons were invited to participate, as the case may be in order to provide
any necessary clarifications and / or explanations.
1.5.2
It is clarified that the Certified Auditor-Accountant of the Company, who performs the audit of the
annual and semi-annual financial statements, provided with the approval of the Audit Committee
authorized non-audit services to the Company amounting to 30,250 euros and is not related to any other
relationship with the Company in order to comply with the provisions of Law 4449/2017 and thus ensure
its objectivity, impartiality, integrity and independence, with the exception of ensuring services related to
the performance of the special tax audit required in accordance with the provisions of article 65A of law
4174/2013, as a result of which (audit) the "Annual Tax Certificate" is issued.
1.6 Proceedings of the Audit Committee
The issues that occupied the Audit Committee during the year 2023 were the following:
1.6.1 Financial reporting process - External audit
In the field of external audit and financial information processing, the Committee has taken the following
steps:
(a)
was informed by the Chief Financial Officer of the financial statements of the Company and the Group
for the year ended 31 December 2022 and of the principal matters of concern to the Financial
Management in the preparation of the financial statements;
(b)
was informed of the accounting principles and policies applicable to the preparation of the financial
statements, as well as of the consolidation basis and measurement methods used for the assets and
liabilities contained in the financial statements;
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(c)
reviewed the financial statements of the Company and the Group for the year 2022 before their
approval by the Board of Directors and evaluated them in terms of their accuracy and completeness;
(d)
ascertained the agreement of the financial statements with the legally binding content and framework
of their preparation and recommended their approval;
(e)
briefed the Board of Directors on the issues arising from the statutory audit, the contribution of the
statutory audit to the quality and integrity of financial information and the role of the Audit Committee
in this process;
(f)
verified compliance with the rules on the disclosure of financial statements, as well as the possibility
of immediate, permanent and without any charge for access to them;
(g)
was informed by the Certified Auditor-Accountant about the most important issues of the audit for
the year 2022, the risks that were assessed as the most important and how to deal with them and was
informed about the final draft of the Audit Report for the year ended 31 December 2022,
(h)
took note of the supplementary report of the Chartered Auditors - Accountants provided by Article 11
of the Regulation of the European Union (EU) 537/2014 on the financial statements of the Company and
the Group,
(i)
submitted a proposal to the Annual Ordinary General Meeting of the Company's shareholders for the
election of the Audit Company under the name "Grant Thornton Certified Auditors and Business
Consultants Societe Anonyme" for the performance of the statutory audits of the annual and semi-annual
financial statements for the year 2023,
(j)
was informed by the Certified Auditor - Accountant regarding the procedure and methodology that will
be followed during the audit of the semi-annual and annual financial statements for the year 2023, with
the planning and the schedule of its audit, as well as for the audit procedures to be followed,
(k)
confirmed the impartiality, objectivity, independence and integrity of the external auditors in
accordance with the Code of Professional Ethics of the International Federation of Accountants,
Regulation (EU
) 537/2014 and Law 4449/2017, as well as the non
-provision of any external , directive,
suggestion or recommendation by the Management of the Company,
(l)
was informed by the Certified Auditor-Accountant about the audit approach of the review of the
interim financial statements of the first half of the year 2023 and became aware of the important issues
of the audit,
(m)
supervised the correct and timely disclosure to the investing public of corporate announcements
concerning financial information;
(n)
Reviewed their entire content and approved the provision of authorized non-audit services by the
auditing company "Grant Thornton Certified Auditors and Business Consultants Societe Anonyme".
1.6.2 Internal control system
In the context of monitoring the effective operation of the Company's internal control system and the
proper operation of the Internal Control department, the Audit Committee:
(a)
examined and evaluated the effectiveness and adequacy of the Internal Control Unit's procedures
regarding the Company's financial information, without affecting in any way its independence;
(b)
monitored the effectiveness of internal control systems through the work of the Internal Control Unit
and the work of the Chartered Accountant;
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(c)
Confirmed the exclusive employment, personal and functional independence and objectivity in the
performance of duties of the Head of Internal Audit Unit as well as the possession of the appropriate
knowledge, professional experience and absence of any incompatibility.
(d)
reviewed the management of the Company's main risks, evaluating the methods used by the Company
to identify and monitor the risks, as well as the treatment of the main ones and their proper disclosure;
(e)
was informed of the annual control program of the Internal Control Unit before its implementation
and reviewed, assessed and approved it;
(f)
was informed and evaluated of the work of the Internal Control Unit and was informed of the reports
of the Head of the Internal Control Unit;
(g)
inspected the proper functioning of the Internal Control Unit in accordance with professional standards
and the applicable legal and regulatory framework in general;
(h)
had meetings with the Internal Auditor on issues that may have arisen during the audit process, in
order to ensure the smooth operation of all individual Departments and Divisions of the Company;
(i)
confirmed that the Internal Control Unit has constant and unhindered access to all the data and records
of the Company, which are necessary for the performance of its duties, as well as to all the Departments
of the Company,
(j)
examined the Operating Regulations of the Internal Control Unit of the Company and its compliance
with the requirements of the applicable regulatory framework.
(k)
was informed by the regulatory compliance officer about the findings, proposals and recommendations
in the framework of the conducted regulatory compliance audit and approved the annual work plan for
2024,
(l)
was informed about the 2023 risk management report and approved the annual action plan of the risk
management unit for 2024.
1.6.3 Other
Approved the content of the information that was provided to the shareholders during the Annual
Ordinary General Meeting of 16 June 2023 regarding Company's activities for the financial year 2022
(01.01.2022-31.12.2022),
Attended and participated in line with its competence, in the assessment of adequacy and effectiveness of
the Internal Control System (ICS) of the Company and its significant subsidiaries, Flexopack Polska Sp. Z.o.o.
and Flexopack Pty Ltd, in accordance with the provisions of article 14 of Law 4706/2020 and the Decision
1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market Commission. The above
assessment was carried out by an independent evaluator and according to the latter’s conclusion included
in the final evaluation report, no weaknesses appeared or were identified that could be considered as
material weaknesses in the Internal Control System (ICS) of the Company and its significant subsidiaries, in
accordance with the Regulatory Framework. Furthermore, the Committee monitored the Company's
response to the assessment findings, which did not constitute material weaknesses for the Internal Control
System (ICS).
ΙΙ. Remuneration and Nomination Committee
2.1 Establishment, term and members of the Remuneration and Nomination Committee
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2.1.1
The Board of Directors of the Company in the context of immediate, substantial, full and effective
compliance with the requirements and general regulations of articles 10-12 of law 4706/2020
(Government Gazette A 136/17.07.20201), as well as the adoption of corporate governance best
practices, at its meeting of 14 July 2021 set up a single three-member Remuneration and Nomination
Committee, in order to provide the necessary assistance and support to the Board of Directors on the one
hand in the process of identifying and promoting appropriate persons for the staffing of Board of
Directors, based on the existing Suitability Policy, and on the other hand during the process of preparation,
evaluation and revision of the Remuneration Policy, with the aim of attracting and retaining competent
executives.
As members of the Remuneration and Nomination Committee were defined the following persons:
1) Aliki Benroubi of Sam Samouil, Independent, Non-Executive Member of the Board of Directors.
2) Ioannis Papamichalis of Efstratios, Independent, Non-Executive Member of the Board of Directors.
3) Georgios Ginosatis of Spyridonas, Non-Executive Member of the Board of Directors.
The Remuneration and Nomination Committee during its meeting on 15
th
July 2021 elected, among its
members, as Chairman of it Mrs Aliki Benroubi of Sam Samouil.
2.1.2
The term of the Remuneration and Nomination Committee is five years, ending on June 25, 2026,
extended until the expiration of the deadline within which the next Ordinary General Meeting must
convene, but in no case may it exceed six years.
2.2
Operation of Remuneration and Nomination Committee
2.2.1
The Remuneration and Nomination Committee (RNC) has an Operating Regulation, which was
approved by the Board of Directors of the Company at its meeting of July 14, 2021. This Regulation records
the organization and operation of the Remuneration and Nomination Committee, regulates its duties,
responsibilities and obligations and of its members and is posted on the Company's website
(http://www.flexopack.com), according to the explicit legislative provision of article 10 par. 4 of law
4706/2020.
2.2.2
In accordance with its Operating Regulation, the Remuneration and Nomination Committee meets
regularly at least two (2) times a year and extraordinarily, when required by its members.
2.2.3
All its members participate in the meetings of the Committee in person. The Committee has the
discretion to invite, whenever appropriate, key executives involved in the management of the Company,
including the CEO, to attend specific meetings or specific items on the agenda and to provide any
necessary arrangements or clarifications on them.
2.2.4
The meeting is convened at the invitation of the Chairman of the Committee and is being notified in
any appropriate way to the other members at least two (2) days before the meeting. The invitation shall
include at least the date, time and items on the agenda. The Remuneration and Nomination Committee
may also meet by teleconference.
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2.2.5
Decisions of the Committee shall be taken by an absolute majority of its members. In case of a tie,
the vote of its Chairman shall prevail.
2.2.6
The discussions and decisions of the Committee are recorded in the minutes with the care of the
Corporate Secretary, are signed by the members present and are at the disposal of the members of the
Committee and the Board of Directors.
2.2.7
It is noted that the Committee may use any resources it deems appropriate, for the fulfillment of its
purposes, including services by external consultants. In case of hiring an external consultant, the
Committee is responsible for monitoring its work.
2.3
Responsibilities of Remuneration and Nomination Committee
2.3.1
In the context of compliance with the provisions of article 11 of law 4706/2020, the Committee on
Remuneration and Nomination Committee:
(a)
periodically reviews and formulates proposals to the Board of Directors regarding the Remuneration
Policy submitted for approval to the General Meeting, in accordance with paragraph 2 of article 110 of
Law 4548/2018,
(b)
makes proposals to the Board of Directors regarding the remuneration of persons falling within the
scope of the approved Remuneration Policy of the Company;
(c)
reviews the information contained in the final draft of the Annual Remuneration Report, and provide
its opinion to the Board of Directors, prior the submission of the Report to the General Meeting;
(d)
examines and submits proposals to the Board of Directors regarding the plans for granting options or
granting shares to the members of the Board of Directors and the staff of the Company, as well as to the
companies affiliated to it;
(e)
submits proposed performance targets for any variable remuneration of the members of the Board of
Directors or goals associated with options for the granting of options or shares;
(f)
ensures and monitors the process of assessing the extent to which the performance criteria of persons
falling within the scope of the approved Remuneration Policy are met;
(g)
makes proposals regarding the remuneration of the Company's executives and in particular of the head
of the internal control unit;
(h)
submits proposals to the Board of Directors for any remuneration related business policy.
2.3.2
In the context of compliance with the provisions of article 12 of law 4706/2020, the duties of the
Remuneration and Nomination Committee include the following:
(a)
the care, with the support of the Corporate Secretary, for posting on the Company's website and
maintaining an up-to-date CV of each member of the Board of Directors throughout his/her term of office;
(b)
ensuring that the work of the Committee is reported, as well as the number of meetings in the
Company's annual Corporate Governance Statement;
(c)
the annual assessment of the size, composition, independence criteria, balance of knowledge and skills
of the existing Board of Directors, in accordance with the Company's Suitability Policy;
(d)
the submission of proposals on the content of the Suitability Policy, the training policy of the members
of the Board of Directors and the Recruitment and Evaluation Procedures of senior executives of the
Company;
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(e)
the care for the communication of the respective position of a member of the Board of Directors to
cover, planning, implementation and monitoring of the process of nomination of members of the Board
of Directors;
(f)
taking care of the evaluation of the candidates based on the Suitability Policy and the recommendation
to the Board of Directors of the candidate members of the Board of Directors;
(g)
the coordination of the periodic self-evaluation of the members of the Board of Directors and of its
Committees (collective), of the Chairman and the Chief Executive Officer (individual);
(h)
timely information and submission of proposals to the Board of Directors regarding the succession
plan for the members of the Board of Directors;
(i)
the assignment and monitoring of the work of external consultants which it may designate for the
fulfillment of its purpose;
(j)
the care for the formation of the training program of the members of the Board of Directors, at the
beginning and during their term of office, in accordance with the Training Policy followed by the Company.
2.4 Number of meetings of Remuneration and Nomination Committee
During the financial year 2023, the Remuneration and Nomination Committee met four (4) times with all
members being present, and all decisions were taken unanimously.
2.5 Proceedings of the Remuneration and Nomination Committee
(a)
examined and evaluated in terms of adequacy, proportionality and suitability, the level of
remuneration of all members of the Board of Directors which were approved by the Annual Ordinary
General Meeting of shareholders of June 16, 2023 on the one hand for the fiscal year 2022 and for the
fiscal year 2023, in order to determine whether the remuneration paid is commensurate with the duties,
the degree of employment, the range of powers, the responsibilities and the performance of such persons
as well as to whether they are in line with the prevailing financial conditions and the wider financial
environment in which the Company develops its operation and activity, in order to avoid phenomena of
payment of exorbitant fees and the consequent Exposure of the Company to excessive risks,
(b)
provided the necessary assistance for the preparation of the Remuneration Report of the members of
the Board of Directors and other persons falling within the scope of the Remuneration Policy for the
closing year 2023, in order for its content to fully comply with both the provisions of Article 112 of Law
4548/2018 as well as with the 01.03.2019 Guidelines of the European Commissio
n regarding the standard
presentation of the Remuneration Report in accordance with Directive 2007/36/EC, as amended by
Directive (EU) 2017/828 for shareholders' rights.
(c)
provided the Company's Management with the required assistance in drawing up the Succession Policy
and Procedure concerning the Members of the Board of Directors and the CEO, with the aim of ensuring,
on the one hand, the orderly, efficient and smooth operation of the Board of Directors as well as the high
level of quality and the appropriate recruitment of members, and on the other hand, the smooth
continuity of the corporate entity along with the implementation of its business plan and strategy.
(d)
reviewed and re-assessed the appropriateness and effectiveness of the Operating Regulation, with the
aim of identifying any proper, necessary, and imperative revisions or amendments in order to ensure the
orderly and smooth operation.
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(e)
examined and ascertained the fulfillment by the BoD’s Independent Non-Executive Members of the
independence criteria and conditions, in accordance with the provisions of article 9
, paragraph 1 and 2 of
Law 4706/2020, as applicable.
(f)
examined and evaluated the suitability, on individual and collective basis, of the members of the Board
of Directors of the Company.
III. Corporate Announcements and Shareholder Services Unit
The Company, being listed on a regulated stock market, according to the requirements of
articles 19 and
20 of Law 4706/2020 possesses and operates Corporate Announcements and Shareholder Services Unit,
which:
(a)
makes the necessary and required announcements in relation to regulated information in accordance
with the provisions of Law 3556/2007 as applicable, as well as in relation to corporate events in
accordance with the provisions of Law 4548/2018. The Company proceeds as per above in order to inform
accordingly the shareholders or beneficiaries of other securities of the Company.
(b)
is responsible for the Company's compliance with the obligations provided in article 17 of Regulation
(EU) 596/2014, regarding the disclosure of privileged information, and in other applicable provisions,
(c)
has the responsibility of maintaining and updating the Company's share registry and is charged with
the provision of immediate, accurate and equal information towards the shareholders and especially with
the provision of support to shareholders regarding the exercise of their rights, in accordance with the
applicable legislation and the Company's Articles of Association.
The publication of the relevant information is always performed in a way that ensures the speedy and
equal access of the shareholders and the investment community in general to all available information,
both financial and non-financial.
PART C – GENERAL MEETING
Ι. The General Meeting
1.1 Introduction
The General Meeting of Shareholders is the supreme body of the Company and is entitled to decide on
each corporate case. Its decisions also bind the absent or dissenting shareholders.
1.2 Exclusive competence of the General Meeting
1.2.1
According to article 30 par. 1 of the current Articles of Association, the General Meeting is exclusively
competent to decide on:
(a)
amendments to the Articles of Association (amendments are also considered the increases
regular or
extraordinary, as well as reductions in share capital);
(b)
the election of members of the Board of Directors and Auditors;
(c)
the approval of the overall management according to article 108 of law 4548/2018 and the discharge
of the Auditors;
(d)
the approval of the annual and consolidated financial statements;
(e)
the distribution of annual profits;
(f)
the approval of remuneration or advance payment of remuner
ation according to article 109 of law
4548/2018,
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(g)
the approval of the remuneration policy of article 110 and the remuneration report of article 112 of
law 4548/2018,
(h)
the merger, division, conversion, revival, extension or termination of the Company; and
(i)
the appointment of liquidators.
1.2.2
They do not fall under the provisions of the previous paragraph:
(a)
capital increases or capital adjustment acts expressly assigned by law to the Board of Directors, as well
as increases imposed by provisions of other laws;
(b)
the amendment or adaptation of provisions of the Articles of Association by the Board of Directors in
the cases expressly provided by law;
(c)
the appointment by the Articles of Association of the first Board of Directors,
(d)
the election in accordance with the Articles of Association of directors to replace those who have
resigned, died or lost their status in any other way;
(e)
the absorption under Articles 35 and 36 of Law 4601/2019 of a societe anonyme company by another
societe anonyme company that holds one hundred percent (100%) or ninety percent (90%) or more of its
shares,
(f)
the possibility of distributing temporary dividends according to paragraphs 1 and 2 of article 162 of law
4548/2018 and
(g)
the possibility of distribution according to paragraph 3 of article 162 of law 4548/2018 profits or
optional reserves in the current corporate year by decision of the Board of Directors, subject to
publication.
1.3 Convening a General Meeting
1.3.1
The General Meeting of Shareholders is convened by the Board of Directors and meets at the
headquarters of the Company or in the region of another Municipality within the region of headquarters,
at least once every corporate year no later than the tenth (10th) calendar day of the ninth month after
the end of corporate use. The General Meeting may also convene in the region of the Municipality where
the headquarters of the Athens Stock Exchange are located.
1.3.2
The General Meeting meets extraordinarily whenever the Board of Directors deems it necessary or
if requested by shareholders representing the percentage required by law and the Company's Articles of
Association.
1.3.3
The procedures and rules of convening, participation and decision-making by the General Meeting
are regulated in detail by the provisions of Law 4548/2018 and the Articles of Association of the Company.
1.3.4
From the procedures, forecasts and general arrangements mentioned below, it is clear that the
Company's
corporate
governance
system
includes
adequate
and
effective
mechanisms
for
communicating with shareholders, in order to facilitate the exercise of their rights and the active dialogue
with them (shareholder engagement), which is also confirmed by the relevant evaluation of the Corporate
Governance System that took place with a reporting date as of 31.12.2023.
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1.3.5
The Board of Directors ensures that the preparation and conduct of the General Meeting facilitates
the effective exercise of the rights of the shareholders, who are informed about all issues related to their
participation in the General Meeting, including the items on the agenda and their rights during the General
Meeting. In particular, in accordance with the provisions of Law 4548/2018, the Company posts on its
website at least twenty (20) days before the General Meeting, in both Greek and English:
•
the invitation to convene the General Meeting,
•
the total number of shares and voting rights that the shares incorporate at the date of the
invitation,
the forms to be used for voting by proxy or representative or, where applicable, for electronic
voting,
•
the documents to be submitted to the General Meeting,
•
a draft decision on each item on the proposed agenda or, if no decision has been proposed for
approval, a comment from the Board of Directors, and
•
the draft decisions proposed by the shareholders, in accordance with paragraph 3 of article 141
of law 4548/2018, immediately after their receipt by the Company.
1.4 Participation in the General Meeting
1.4.1
In the General Meeting is entitled to participate and vote the natural or legal person who has the
shareholder status at the beginning of the fifth (5th) day before the date of the General Meeting
("registration date"). Each share provides the right to one (1) vote.
1.4.2
For the Company is considered as a shareholder who is entitled to participate in the General Meeting
and to exercise the right to vote the one that is registered at the date of registration in the Dematerialized
Securities System (DSS) of the Societe Anonyme with the name "Greek Central Securities Depository SA"
(GCSD) or the one identified as such based on the relevant date through the registered mediators or other
intermediaries in accordance with the provisions of the legislation (law 4569/2018, law 4569/2018, law
4706/2020 and Regulation (EU) 2018/1212) as well as the Operating Regulation of the Greek Central
Securities Depository SA (Government Gazette B 1007/16.03.2021).
1.4.3
The proof of shareholder status is made by any legal means and in any case based on information
received by the Company until before the start of the General Meeting by GCSD or through the
participating and registered intermediaries in the Central Securities Depository in any other case.
1.4.4
The exercise of the participation and voting rights does not presuppose the commitment of the
beneficiary's shares or the observance of another similar procedure, which limits the possibility of selling
and transferring them during the period between the registration date and the date of the General
Meeting.
1.4.5
The recording date is also valid in case of postponement or repeated meeting, provided that the
postponed or repeated meeting is not set at more than thirty (30) days from the recording date. If this
does not happen or if in the case of the repeated General Meeting a new invitation is published, in
accordance with the provisions of article 130 of Law 4548/2018), at the General Meeting participates the
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person who has the shareholder status at the beginning of the third (3rd) the day before the day of the
postponement or the repeated General Meeting.
1.4.6
In article 25 par. 1 of the Company's Articles of Association has been provided the possibility of
participation of the shareholders in the General Meeting from a distance in real time by audiovisual or
other electronic means, without the physical presence of the shareholders at the venue. The shareholders
who participate in the General Meeting through real-time teleconference, are taken into account for the
formation of the quorum and the majority and can effectively exercise their rights during the General
Meeting. Thus the shareholders have the possibility:
(a)
to monitor by electronic or audiovisual means the conduct of the General Meeting;
(b)
to speak and address to the General Meeting orally during the General Meeting;
(c)
to vote in real time during the General Meeting on the items on the agenda; and
(d)
receive information on the registration of their vote.
1.5 Representation in the General Meeting
1.5.1
The shareholder participates in the General Meeting and votes either in person or through
representatives. Each shareholder can appoint up to three (3) representatives. Legal entities participate
in the General Assembly by appointing as their representatives up to three (3) natural persons. However,
if the shareholder holds shares of the Company, which appear in more than one securities account, this
restriction does not prevent that shareholder from appointing different representatives for the shares
appearing in each securities account in relation to the General Meeting. A representative acting for more
than one shareholder may vote differently for each shareholder.
1.5.2
The shareholder representative is obliged to notify the Company, before the beginning of the
General Meeting, of any specific event that may be useful to the shareholders in assessing the risk that
the agent will serve interests other than the interests of the represented shareholder. For the purposes
of this paragraph, a conflict of interest may arise in particular when the agent:
(a)
is a shareholder who exercises control of the Company or is another legal person or entity controlled
by that shareholder;
(b)
is a member of the Board of Directors or in general of the management of the Company or a
shareholder who exercises control of the Company, or of another legal entity or entity controlled by a
shareholder who exercises control of the Company;
(c)
is an employee or auditor of the Company or shareholder exercising control of the Company, or of
another legal person or entity controlled by a shareholder exercising control of the Company;
(d)
is a spouse or first-degree relative of one of the natural persons referred to in (a) to (c) above.
1.5.3
The appointment and revocation or replacement of the shareholder's proxy or representative is
made in writing or electronically and is submitted to the Company at least forty eight (48) hours before
the scheduled date of the General Meeting.
1.6 Quorum and majority of the General Meeting
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1.6.1
According to the law and the Articles of Association of the Company, the General Meeting is in
quorum and meets validly on the issues of the agenda, when shareholders are present or representing to
it shareholders representing at least one fifth (1/5) of the paid-up capital.
1.6.2
If this quorum is not reached, the General Meeting convenes again within twenty (20) days from the
date of the canceled meeting, following an invitation at least ten (10) days in full. At this repeating meeting
the General Meeting is in quorum and meets validly on the issues of the initial agenda, whatever the part
of the paid-up capital represented in it. A newer invitation is not required if the original invitation had
already specified the place and time of the repeating meeting, provided that there is at least five (5) days
between the canceled meeting and the repeating meeting.
1.6.3
The decisions of the General Meeting are taken by an absolute majority of the votes represented in
it.
1.6.4
Exceptionally for decisions concerning:
(a)
the change of the Company's nationality;
(b)
the change in the objective of this Company;
(c)
the increase of shareholders' liabilities;
(d)
the regular increase of capital, unless required by law or by capitalization of reserves;
(e)
the reduction of the capital, unless it is done, in accordance with paragraph 5 of article 21 or
paragraph 6 of article 49 of law 4548/2018, as in force,
(f)
changing the way profits are distributed;
(g)
the merger, division, conversion, revival of the Company;
(h)
the extension of the duration or dissolution of the Company,
(i)
the provision or renewal of authority to the Board of Directors to increase the capital, in accordance
with paragraph 1 of article 24 of law 4548/2018, as in force, as well as
(j)
any other case provided by law that the General Meeting decides by an increased quorum and
majority;
The General Meeting is in quorum and meets validly on the issues of the agenda when shareholders
present or represented to it half (1/2) of the paid-up capital.
1.6.5
If the above quorum is not reached, the General Meeting convenes again within twenty (20) days
from the date of the canceled meeting, after an invitation of at least ten (10) full days. At this repeating
meeting, the General Meeting is in quorum and meets validly on the issues of the initial agenda, when
shareholders present or representing at least one fifth (1/5) of the paid-up capital. A newer invitation is
not required if the original invitation had already specified the place and time of the repeating meeting
provided that there are at least five (5) days between the canceled meeting and the repeating meeting.
1.6.6
The decisions of the General meeting, in the cases of the previous paragraph are taken by a majority
of two thirds (2/3) of the votes represented in the Meeting.
1.7 Minority shareholders’ rights
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The shareholders of the Company have, among other things, the rights that are provided in paragraphs 1,
2, 3, 5, 6 and 7 of article 141 of law 4548/2018: In particular:
(a)
At the request of shareholders, representing one twentieth (1/20) of the paid-up capital, the Board of
Directors is obliged to convene an Extraordinary General Meeting of shareholders, setting a day of its
meeting, which should not be more than forty five (45) days from the date of service of the application to
the Chairman of the Board. The application contains the subject of the agenda. If a General Meeting is not
convened by the Board of Directors within twenty (20) days from the submission of the relevant
application, the convening is carried out by the requesting shareholders at the expense of the Company,
by court decision, issued during the interlocutory proceedings. This decision defines the place and time of
the meeting, as well as the agenda. The decision is not challenged by legal means.
(b)
At the request of shareholders, representing one twentieth (1/20) of the paid-up capital, the Board of
Directors is obliged to include in the agenda of the General Meeting, which has already been convened,
additional issues, if the relevant application reaches the Board of Directors fifteen (15) at least days before
the General Meeting. The additional issues must be published or announced, under the responsibility of
the Board of Directors, according to article 122 of law 4548/2018, at least seven (7) days before the
General Meeting. The request for inclusion of additional items on the agenda is accompanied by a
justification or a draft decision for approval at the General Meeting and the revised agenda is made public
in the same way as the previous agenda, thirteen (13) days before the date of the General Meeting and
at the same time is made available to the shareholders on the Company's website, together with the
justification or the draft decision submitted by the shareholders according to the provisions of paragraph
4 of article 123 of law 4548/2018.
(c)
Shareholders representing one twentieth (1/20) of the paid-up capital have the right to submit draft
decisions on issues included in the initial or any revised agenda of the General Meeting. The relevant
application must be submitted to the Board of Directors at least seven (7) days before the date of the
General Meeting, and the draft decisions are made available to the shareholders as defined in paragraph
3 of article 123 of law 4548/2018, six ( 6) at least days before the date of the General Meeting. The Board
of Directors is not obliged to register items on the agenda or to publish or disclose them along with
justification and draft decisions submitted by shareholders, in accordance with paragraphs 2 and 3 of
article 141 of law 4548/2018, if their content is obviously contrary to law or good morals.
(d)
At the request of a shareholder or shareholders representing one twentieth (1/20) of the paid-up
capital, the Chairman of the General Meeting is obliged to postpone once only the decision of the General
Meeting, Ordinary or Extraordinary, on all or certain issues, setting a day of continuation of the meeting,
the one defined in the request of the shareholders, which, however, may not be more than twenty (20)
days from the date of postponement. The postponed General Meeting is a continuation of the previous
one and there is no need to repeat the formalities of publishing the shareholders' invitation. New
shareholders can also participate in this General Meeting, observing the relevant participation formalities
and the provisions of paragraph 6 of article 124 of law 4548/2018 apply.
(e)
At the request of any shareholder, submitted to the Company at least five (5) full days before the
General Meeting, the Board of Directors is obliged to provide the General Meeting with the requested
specific information about the Company's affairs, insofar as these are related to the items on the agenda.
There is no obligation to provide information when the relevant information is already available on the
Company's website, in particular in the form of questions and answers. Also, at the request of
shareholders, representing one twentieth (1/20) of the paid-up capital, the Board of Directors is obliged
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to announce to the General Meeting, if it is Ordinary, the amounts paid, during the last two years, to each
member of the Board of Directors or the directors of the Company, as well as any provision in benefits to
these persons for any reason or contract of the Company with them. In all the above cases, the Board of
Directors may refuse to provide the information for a substantial reason, which is recorded in the minutes.
Such a reason may be, in the circumstances, the representation of the requesting shareholders in the
Board of Directors, in accordance with articles 79 or 80 of law 4548/2018. In the cases of this paragraph,
the Board of Directors may respond uniformly to shareholders' requests with the same content.
(f)
At the request of shareholders, representing one tenth (1/10) of the paid-up capital which is submitted
to the Company at least five (5) full days before the General Meeting, the Board of Directors is obliged to
provide the General Meeting with information on the course of corporate affairs and the assets of the
Company. The Board of Directors may refuse to provide the information for a substantial reason, which is
recorded in the minutes. Such a reason may be, in the circumstances, the representation of the requesting
shareholders in the Board of Directors in accordance with articles 79 or 80 of Law 4548/2018, provided
that the respective members of the Board of Directors have received the relevant information in a
sufficient manner.
(g)
At the request of shareholders, representing one twentieth (1/20) of the paid-up capital, voting on an
item or items on the agenda shall be by open ballot.
1.8 Other rights of shareholders
In addition to the right to participate and vote in the General Meeting, the Company's shareholders have
the following rights, in accordance with the current Articles of Association and the provisions of Law
4548/218:
(a) dividend right
The minimum dividend is set at a rate of thirty-five percent (35%) of the net profit, after deducting the
ordinary reserve and the other credit accounts of the income statement, which do not derive from the
realized profit. By decision of the General Meeting taken with an increased quorum and majority, the
above percentage can be reduced, but not be set below ten percent (10%). Non-distribution of the
minimum dividend is permitted only by decision of the General Meeting of shareholders, taken with the
increased quorum of paragraphs 3 and 4 of article 130 of Law 4548/2018 and via a majority of eighty
percent (80%) of the share capital represented at the General Meeting. The amount to be distributed is
paid to the shareholders within two (2) months from the decision of the Ordinary General Meeting of
shareholders that approved the annual financial statements and the dividend distribution. The date and
method of dividend payment is stated through relevant announcements on the Company's website and
on the respective platform of the Athens Exchange. According to Greek legislation, dividends that are not
being collected by their beneficiaries for a period of five (5) years from the date on which they became
claimable are time-elapsed and the relevant amounts are transferred on definite basis to the Greek State.
(b) right to information
Ten (10) days before the Ordinary General Meeting, the Company is obliged to post on its website the
annual Financial Statements, as well as the relevant Reports of the Board of Directors and the Auditors.
(c) pre-emptive right
In the event of a share capital increase that is not being made by a contribution in kind or through the
issuance of bonds convertible into shares, a pre-emptive right is granted for the entire new capital or bond
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loan towards the existing shareholders at the time of issuance, on a basis that is proportional with their
participation in the existing share capital of the company.
(d) right to participate in the liquidation proceeds
PART D – INTERNAL COTROL AND RISK MANAGEMENT SYSTEM
Ι. Internal Control
1.1
As Internal Control System (ICS) is defined all the internal control mechanisms and procedures,
including risk management, internal control and regulatory compliance, which continuously covers every
activity of the Company and of its significant subsidiaries and contributes to its safe and efficient
operation.
1.2
The Internal Control System aims at:
•
the consistent implementation of the business strategy of the Company and of its significant
subsidiaries through the effective utilization of all available resources,
•
the recognition and management of the essential risks related to the business activity and
operation of the Company and of its significant subsidiaries,
•
the efficient operation of the Internal Control Department,
•
to ensure the completeness and reliability of the data and information required for the accurate
and timely determination of the financial position of the Company and the preparation of reliable
financial statements,
•
in compliance with the current legislative and regulatory framework in general, as well as the
internal regulations governing the operation of the Group.
1.3
The internal control unit:
a) Monitors, controls and evaluates:
aa) the application of the operating regulation and the internal control system, in particular with regard
to the adequacy and accuracy of the provided financial and non-financial information, risk management,
regulatory compliance and the corporate governance code adopted by the Company,
ab) quality assurance mechanisms,
a) the mechanisms of corporate governance, and
ad) the observance of the commitments contained in prospectuses and the Company's business plans
regarding the utilization of funds raised from the regulated market.
b) Draws up reports towards the audited units with findings regarding the section a), about the risks
arising from those areas and with proposals for improvement, if any. These reports, after incorporating
the relevant opinions from the audited units, the agreed actions, if any, or the acceptance of the risk of
not taking any counter action, the limitations in the scope of control, if any, the final internal proposals
for audit and the response of the Company's audited units to the above proposals, are submitted quarterly
to the audit committee.