Internal Audit

The head of the internal audit department shall be appointed by the Company’s Board of Directors, following a proposal by the audit committee, and shall be a full-time, exclusively engaged employee, administratively subordinate to the CEO and operationally subordinate to the audit committee. The Internal Audit department shall constitute an independent organisational department within the Company, for the purpose of effectively auditing the activities of all divisions, departments and operational departments of the Company so as to ensure its seamless and efficient operation. The mission of the Internal Audit Department is to provide independent, objective auditing and advisory services, designed to add value to the Company and contribute towards upgrading and improving its operational functions, in the context of achieving its objects, executing its strategy, monitoring the implementation of its policies and achieving the qualitative and quantitative goals set.

Key operating principles of the Internal Audit Division

The head of the Internal Audit Department shall submit an annual audit schedule, the requirements of the resources necessary, as well as the consequences of restricting the resources or audit work of the department, in general, to the audit committee. The annual audit schedule shall be prepared on the basis of the assessment of the risks facing the Company, after first having taken the opinion of the audit committee into consideration.

Through its work, the Internal Audit Department aids the Company in achieving its strategic goals:

(A) by contributing to the continual and systematic evaluation of the Internal Audit System (IAS), which includes all internal audit mechanisms and procedures;

(B) by proposing measures to improve their efficiency and effectiveness;

(C) by monitoring the implementation of corrective actions and the improvement of the Company’s functions and policies, in general.

The Internal Audit Department shall enjoy full access to all of the Company’s books and records, employees, premises and activities necessary for the implementation of its auditing work.

Management shall provide the Internal Audit Department with all information necessary to carry out its work and shall cooperate with the Department both during its auditing work and for the implementation of the improvement proposals made.

The Internal Audit Department shall be responsible for keeping information absolutely secret and for observing confidentiality in general. The directors shall cooperate with and provide information to the Internal Audit Department and, generally, shall facilitate its work in every way.

Internal auditors shall discharge their duties in accordance with the code of conduct of the Institute of Internal Auditors, meaning that their work shall be governed by the principles of independence, objectivity and confidentiality. Furthermore, internal auditors shall work in line with the International Standards for the Professional Practice of Internal Auditing, as well as the Company’s policies and procedures.

Remit of the Internal Audit Department

The remit of the Internal Audit Department shall cover the following:

Reviewing the Company structures and mechanisms charged with continually assessing the Internal Audit System (IAS) and reporting findings to the audit committee and the Board of Directors in order for corrections or improvements to be made;
Ensuring the existence of and implementing of the Company’s Rules of Procedure approved by the Board of Directors, implementing the Corporate Governance Code adopted by the Company, ensuring the accuracy and completeness of the financial reporting provided, as well as the risk detection and management policies applied by the Company;
Ensuring the timely recognition and assessment of possible business risks;
Reviewing quality assurance mechanisms;
Ensuring compliance with the commitments found in the Group’s prospectuses and business plans concerning the use of funds raised from any regulated market;
Ensuring the effective operation and implementation of the provisions of the regulatory framework and of the Rules of Procedure of the internal audit section by the Internal Audit Department.
The Internal Audit Department shall submit reports to the audit committee at least every three (3) months, which the audit committee shall present and submit, together with its observations, to the Board of Directors. The reports shall include a detailed presentation of findings and proposals and, inter alia, their classification, consequences, proposed corrective actions or the acceptance of the risk of inaction by the business units, as well as the results of the response of the operational departments under audit.
Every six months, the Internal Audit Department shall submit reports to the Audit Committee on the progress of the corrective actions with regard to the findings of previous audits, save high-risk findings, where the review and report on the progress of implementation of the corrective actions shall take place at the end of every quarter. Once submitted by the Audit Committee, the findings of these reports shall be taken into account by the Board of Directors.
The head of the internal audit department shall attend the General Meeting of the shareholders.