This Rules of Procedure of the Sustainable Development Committee specify the purpose, duties and responsibilities, composition and operation of the Committee on Sustainable Development of the company "AEGEAN AIRLINES SA" (the "Company") which is set up by the Board of Directors of the company, in accordance with the provisions of the Company's Operating Regulations.
The Rules of Procedure of the Sustainable Development Committee concern the action of both the Company and its subsidiaries (and jointly with the Company, the "Group"), covering all the activities of the Group in Greece and abroad, including all the activities that are carried out by the Company, its subsidiaries or a third party acting on behalf or in cooperation with the Group and may have an impact on the fulfillment of the sustainable development goals set by the Company.
The main mission of the Sustainable Development Committee is to monitor and evaluate the performance of the Company and to formulate proposals on issues related to sustainable development, contribution to society and collective goals, especially issues related to the management of environmental, social issues and governance. (environmental, social and governance issues - ESG), with a view to generating value for the Company, taking into account the needs and expectations of stakeholders, including shareholders, investors and fund providers, the Company's employees and passengers.
The scope of the Sustainable Development Committee also includes monitoring the integration of non-financial actors in the business strategy and decision-making, with the aim of keeping the Company resilient and ready to manage changes in the environment in which it operates.
The tasks and responsibilities of the Sustainable Development Committee include:
(a) Monitoring and evaluating the Company's compliance with the regulatory and legislative framework and with the practices, due diligence policies, procedures, reporting mechanisms, commitments and objectives it has adopted regarding sustainable development and sustainable business practice and ESG issues, including indicative:
- the UN "Agenda 2030" with the 17 Global Sustainable Development Goals,
- the 10 Principles of the UN Universal Pact,
- the other environmental criteria applied by the Company, ie. the way in which the Company ensures the safest possible operation for the environment,
- the social criteria applied by the Company in relation to its relations with employees, suppliers, passengers, shareholders / investors, and the communities in which it operates,
- the organization and operation of the corporate governance system, including issues related to the leadership of the Company, the supervision of sustainable development by the Board of Directors, business ethics, labor relations, transparency and prevention of corruption, shareholders' rights, etc.
(b) The monitoring of international and domestic trends and best practices in matters of sustainable development and ESG and the submission of proposals, reports and any kind of suggestions to the Board of Directors of the Company regarding:
- the improvement of the environmental performance and the strengthening of the environmental actions and initiatives of the Company, including the actions for the climate change and the reduction of carbon dioxide emissions, the waste management and the protection of the biodiversity,
- the support of actions of social offer and corporate social responsibility in the context of the strategy and the business model of the Company,
- issues of social nature, such as the health and safety of employees and customers, labor and human rights, animal rights, the development of local communities and the promotion of sustainable urban development through the provision of safe and affordable transport systems for more and more people,
- corporate governance and business ethics,
- the indicators for publishing ESG information.
(c) The cooperation with the respective units, departments and committees of the Company in order to promote the goals of sustainable development of the Company.
(d) To provide assistance to the Board of Directors regarding the monitoring of the implementation of the Sustainable Development Policy of the Company and the provision of any other assistance that may be required, in particular as to the existence of mechanisms of knowledge and understanding of the interests of stakeholders, that the company has an impact.
(e) Determining the impact of the Company's activities on the environment and the wider community based on non-financial factors related to the environment, social responsibility and governance (ESG) that are economically significant for the Company and the collective interests of key stakeholders, such as employees, customers, suppliers, local communities and others, as well as the monitoring and evaluation of the Company's response to non-financial actors and their integration into the business strategy and decision-making.
(f) Submitting recommendations to the Board of Directors for the establishment of working groups to promote sustainable development and ESG issues, including indicative issues of environment, social responsibility, protection of human rights, ethics, actions against corruption and bribery, labor, etc.
(g) Monitoring and evaluating the compliance of third parties providing services to the Company (supply chain) or in its name and on its behalf (including partners and suppliers, intermediaries, and any other persons with whom the Company cooperates under contracts, outsourcing or other agreements) or third parties acting on behalf of or in cooperation with the Company (value chain) with the standards, criteria and principles set and applied by the Company in terms of sustainable development, environmental protection , the positive impact on society and good governance.
(h) Promoting to the shareholders and stakeholders the Company's action in matters of sustainable development and ESG and ensuring that all publications related to the management and performance of the Company in these matters are available to the above persons.
- The Sustainable Development Committee is a three member and joint Committee consisting of members of the Board of Directors and third members, who are appointed by the Board of Directors.
- In the event of resignation, death or any other loss of membership of the Committee, the Board of Directors shall immediately appoint a new member to replace the one missing, for the period until the end of the term of office, if applicable, of par. 1 and 2 of article 82 of Law 4548/2018, which is applied accordingly.
- The meetings of the Committee are chaired by its Chairman, who is elected by the members of the Committee or by the Board of Directors.
- The Committee meets whenever necessary, keeps minutes of its meetings and submits reports to the Board of Directors, if necessary.
- The Committee shall meet when convened by its Chairperson, who shall determine the agenda, place, time and manner of the meeting. Any member of the Committee may request to be convened in writing to discuss specific issues.
- Meetings are held either in person or remotely through any technology that enables discussion or written exchange.
- The Committee is quorum when at least two of its members are present.
- The Committee may invite to its meetings any person it considers to be able to assist it in carrying out its work.
- By a decision of the Committee, its Secretary is appointed, who keeps the minutes of the meetings, collects material and information that is useful or necessary for the work of the Committee, proposes to the Chairman of the Committee issues for the agenda, carries out the correspondence of the Committee with the departments and monitors the notification of the Committee's suggestions to the Board of Directors and the relevant decisions approved by the Board of Directors to the involved units of the Company.
- The Committee has unhindered and full access to all the information it needs in the exercise of its powers.
- It uses any resources it deems appropriate, for the fulfillment of its purposes, including services from external consultants and therefore will be able to request the allocation of funds for this purpose.
- The remuneration of the members of the Committee is approved by the Board of Directors upon the recommendation of the Remuneration and Nominations Committee and is in accordance with the current remuneration policy of the Company.
The Rules of Procedure of the Sustainable Development Committee are drafted and approved by the Sustainable Development Committee and submitted for approval to the Board of Directors of the Company.
The Rules of Procedure of the Sustainable Development Committee are revised and amended by a decision of the Board of Directors, following a proposal for revision submitted by the Sustainable Development Committee.
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