The Audit Committee comprises two directors, one of whom is independent, and meets at least four times each year. The Audit Committee is chaired by Mr. Zampelas and Ms. Nicolaou is another member. The Audit Committee is responsible for considering, amongst other matters: the integrity of the Company’s financial statements, including its annual and interim accounts, and the effectiveness of the Company’s internal controls and risk management systems; auditors’ reports; and the terms of appointment and remuneration of the auditor.
The Committee supervises, monitors and advises the Board on risk management and control systems and the implementation of codes of conduct. In addition, the Audit Committee supervises the submission by the Company of financial information and a number of other audit-related issues. The Audit Committee is also responsible for assessing the efficiency of the performance of the Chairman of the Board.
The Audit Committee met four times in 2009, including one meeting with the management of the Group and two meetings attended by the external auditors of the Company. The principal issues, which were considered during 2009 were:
The Nomination Committee comprises three directors and meets at least once each year. The Nomination Committee is chaired by Dr. Durrer the other members being Mr. Zampelas and Mr. Loganov. The Committee’s remit is to prepare selection criteria and appointment procedures for members of the Board and to review on a regular basis the structure, size and composition of the Board. In undertaking this role, the Committee refers to the skills, knowledge and experience required of the Board given the Company’s stage of development and makes recommendations to the Board as to any changes. The Committee also considers future appointments in respect of the Board’s composition and makes recommendations regarding the membership of the Audit and Remuneration Committees.
The Nomination Committee met twice in 2009. Principal issues considered during the meetings were the review of the Annual report for the year 2009 and the current composition of the Board. It has also provided recommendations to the Board on re-nomination of directors prior to the Annual General Meeting of shareholders, which considered re-appointments of directors in 2009.
The Remuneration Committee comprises three directors and meets at least once each year. The Remuneration Committee is chaired by Dr. Durrer, and the other members are Mr. Zampelas and Mr. Eliseev. The Remuneration Committee has as its remit the determination and review of, amongst other matters, the remuneration of executive directors and review of the Company’s remuneration policies. The remuneration of independent directors is a matter for the chairman of the Board and the executive directors. No director or manager may be involved in any decisions as to his/her own remuneration.
The Remuneration Committee met twice in 2009 to discuss its roles and responsibilities and to consider the appropriateness of the level of remuneration of the executive directors and senior management of the Company.
