Nikolaos Sofianos, independent, non-executive member of the BoD, Chairman
Konstantinos Kalamatas, independent, non-executive member of the BoD, Member
Nikolaos George Nanopoulos, non-executive member of the BoD, Member
This regulation specifies the principles, responsibilities and composition of the Audit Committee of the Societe Anonyme "AEGEAN AIRLINES SA" (hereinafter referred to as "the Company"), which was established by virtue of the 15/5/2009 of the Ordinary General Meeting of Shareholders pursuant to article 6.3 of the Company's Internal Rules of Operation.
2.1 The Audit Committee acts as an independent and objective body responsible for reviewing and evaluating the auditing practices and performance of internal and external auditors. The Audit Committee’s main mission is to assist the Board of Directors in the performance of its duties, overseeing the Company's financial reporting procedures, policies and internal control. The Audit Committee inter alia:
2.1.1 monitors the financial reporting process and where applicable, the sustainability reporting process, including the electronic submission reporting process as referred to in the article 154B of Law 4548/2018, and the process carried out by the company to determine that the information submitted, is in accordance to the sustainability reporting standards approved under the article 154A of Law 4548/2018 and submits recommendations or proposals to ensure its integrity,
2.1.2 informs the company's Board of Directors of the outcome of the statutory audit and where applicable, of the assurance outcome of the sustainability report and explains how the statutory audit and the assurance of the sustainability report contributed to the integrity of the financial information and the sustainability report respectively, as well as what was the role of the audit committee in this process,
2.1.3 monitors the effectiveness of the company's internal control, quality assurance and risk management systems and where applicable, its internal audit unit, with regards to the company's financial reporting and where applicable the submission of sustainability reports, including the electronic reporting process referred to in article 154B of Law 4548/2018, without violating its independence,
2.1.4 monitors the statutory audit of the annual and consolidated financial statements and where applicable, ensures the submission of the annual and consolidated sustainability report and in particular, its performance in accordance to the paragraph 6 of Article 26 of Regulation (EU) No. 537/2014,
2.1.5 reviews and monitors the independence of statutory auditors or audit firms in accordance with Articles 21, 22, 23, 26 and 27 and Article 6 of Regulation (EU) No. 537/2014 and particularly, the appropriateness of providing non-audit services to the audited entity in accordance with Article 5 of Regulation (EU) 537/2014,
2.1.6 is responsible for organizing the auditors or audit firms’ selection process and proposes the appointment of statutory auditors or audit firms in accordance with Article 16 of Regulation (EU) No. 537/2014, unless paragraph 8 of Article 16 of Regulation (EU) No. 537/2014,
2.1.7 advises for the approval and revision of the Company's operating regulations, the Corporate Governance Code, and submit, at its discretion, a proposal for the revision of this Regulation.
2.2 For the proper implementation of these responsibilities, the Audit Committee has the following specific tasks and powers:
2.2.1 It reports on the issues that arose from the statutory audit, explaining in detail:
(i) The contribution of statutory audit to the accuracy, quality and integrity of financial information approved by the Board of Directors, including disclosures,
(ii) The actions of the Audit Committee in the context of the (i) above procedure.
In the context of the above information of the Board of Directors, the Audit Committee takes into account the content of the supplementary report, which is submitted by the Statutory Auditor, which contains the results of the audit performed and at least meets the specific requirements in accordance with Article 11 of Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16 April 2014.
2.2.2 The Audit Committee monitors, reviews and evaluates the process of preparing financial information, including other disclosed information in any way (eg, stock exchange announcements, press releases) in relation to the financial and non-financial information. In this context, the Audit Committee informs the Board of Directors of its findings and submits proposals for improvement of the procedure, if appropriate.
2.2.3 The Audit Committee monitors, examines and evaluates the adequacy and effectiveness of the Company's overall policies, procedures and safeguards with regards to the internal control system and risk assessment and management in relation to the financial and non-financial information. Regarding the internal audit function, the Audit Committee monitors and insures the proper functioning of the Internal Audit Service according to the professional standards as well as the current legal and regulatory framework and evaluates its work, its adequacy and its effectiveness, without affecting its independence. In this context, the Audit Committee informs the Board of Directors of its findings and makes suggestions for improvement if appropriate.
2.2.4 In particular, with regards the external audit and the financial information procedure, the Audit Committee:
i) Proposes to the Board of Directors the appointment, reappointment and revocation of the statutory auditor, as well as his approval of the remuneration and the terms of engagement. In this respect, it examines and monitors the independence of the statutory auditor, the objectivity and effectiveness of the auditing process in accordance with Greek and international regulatory and accounting standards and examines the provision of additional services to the Company by the auditing firm to which the statutory auditor belongs.
ii) It is informed for the process and timing of the preparation of the financial information by management.
iii) It is updated by the statutory auditor on the annual statutory audit program prior to its implementation, evaluates it and ensures that the annual statutory audit plan will cover the most important control areas, taking into account the Company's main business and financial risk areas. The Audit Committee shall submit proposals for other relevant matters.
iv) It examines and analyzes in detail the most important issues and risks that may have an impact on the Company's financial statements as well as on the significant judgments and estimates of management during its preparation, such as, for example: evaluation of the use of the assumption of continuing activity - significant crises, assumptions and estimates when preparing the financial statements - valuation of assets at fair value - evaluation of asset recoverability - reasoning dealing acquisitions - adequacy disclosures about material risks faced by the Company.
v) Ensures timely and effective communication with the auditor in order to prepare the audit report and the supplementary report of the auditor for the Audit Committee and resolves any discrepancies between management and the certified auditor.
vi) Review the financial statements prior to their approval by the Board of Directors in order to assess their completeness and consistency with regard to the information provided and the accounting principles applied by the Company and inform the Board of Directors.
2.2.5 In particular, with regards to the internal control and risk management processes and the Internal Audit Service, the Audit Committee:
i) Evaluates the staffing and organizational structure of the Internal Audit department and identifies any weaknesses. Where appropriate, the Audit Committee submits proposals to the Board of Directors for the Internal Audit department to have the necessary resources, to be adequately staffed with sufficient knowledge, experience and training, to have no limitations on its work and to have the foreseen independence.
These proposals may include the appointment and revocation of the Head of the Internal Audit department, as well as the other officers of the department.
ii) It is informed of the Internal Audit department’s annual audit program prior to its implementation and evaluates it, taking into account the main business and financial risk areas as well as the results of previous audits. In particular, the Audit Committee considers that the audit program (in conjunction with any medium-term equivalent programs) covers the most important control areas and systems that are relevant to financial reporting.
iii) Takes note of the work of the Internal Audit department and of its (regular and extraordinary) reports and monitors the Board of Directors' communication on the financial information of the Company.
iv) Monitors the effectiveness of internal control systems, notably through the work of the internal audit unit and the work of the statutory auditor. Requests an annual plan of activities by an Internal Audit department. Ensures the timely disclosure and discussion of the problems identified by the Internal Audit department with the Management and recommends Management to take the necessary corrective measures.
v) It reviews the management of the company's main risks and uncertainties and its periodic review. In this context, it evaluates the methods used by the Company for identifying and monitoring risks, addressing the main ones through the internal control system and the internal control unit and disclosing them in the published financial information in a correct manner.
vi) If it deems it necessary, it shall initiate and supervise specific surveys in areas which it considers need further audit.
2.3 For the results of all the above actions, the Audit Committee informs the Board of Directors by submitting a biannual report with its findings and proposals for the implementation of corrective actions, if appropriate.
3.1 The Audit Committee consists of (3) members with a three-year term. Its composition is formulated at the full discretion of the General Assembly within the respective legislative framework. The term of office of members shall be extended automatically until the first Ordinary General Meeting after their term of office, which may not exceed four (4) years.
3.2 Audit Committee members are independent, within the meaning of Article 4 of Law 3016/2002, as in force. It is forbidden to participate in the Audit Committee of persons holding parallel positions or properties or carrying out transactions incompatible with the purpose of the Commission.
3.3 Audit Committee members have as a whole, sufficient knowledge and experience in the field of activity of the Company. At least one member of the Commission is a statutory auditor suspended, or retired, or has sufficient knowledge of audit and accounting.
3.4 The members of the Audit Committee are elected in full by the General Assembly of the Company's Shareholders, by a decision which adequately justifies the qualifications of the proposed members of the Committee and the independence of the elected independent members. In the event of resignation or death or otherwise loss of membership of the Audit Committee, the General Assembly may replace it with a new member who meets the statutory qualifications for the remaining term of the replacement member. Exceptionally, as long as the replacement concerns an independent non-executive board member, then the Board of Directors may replace it with another existing independent non-executive member of the Board of Directors. The next General Assembly makes the appointment of the same or another member for his remaining term.
3.5 The Chairman of the Audit Committee is appointed by its members or elected by the General Assembly and is obligatorily independent of the Company within the meaning of the provisions of Law 3016/2002, as in force. The face of the Chairman of the Board of Directors may not be the same as that of the Chairman of the Audit Committee. By the same decision, one of the elected independent members of the Commission is also appointed as Deputy Chairman, and the appointment of alternate members replacing the regular members of the Audit Committee in case of impediment is also possible.
3.6 Without prejudice to paragraph 3.2, the involvement of a person in the Audit Committee shall not exclude his participation in another Board of Directors, provided that, this does not affect the proper performance of the duties of the person as a member of the Audit Committee.
4.1 The Audit Committee shall be convened exclusively by its Chairman or, in the event of his absence or impediment, by his or her alternate.
4.2 The Audit Committee meets regularly at least four (4) times per year. It meets extraordinarily when, at the discretion of the Chairman of the Board of Directors. or the Chairman of the Audit Committee is deemed necessary. The Audit Committee may also meet, without the Management’s presence, with the Company's trustee. The meeting may take place live or through audio-visual media, at the Company's headquarters or at any place suitable for the purpose of the meeting. Secretary's duties are performed by the Internal Audit Director, who keeps minutes of the meetings. It is forbidden to represent a member of the Audit Committee by another member unless it is the case of replacing a full member with an alternate because of the first. Replacement of the full members can in no case result in a composition of the Audit Committee other than that required by Articles 3.1 to 3.3 of this Regulation.
4.3 The meeting of the Audit Committee is convened by an invitation notified to them at least two working days prior to the meeting, or five (5) days if the venue of the meeting is not the seat of the Company. The agenda includes the items on the agenda, the date, time and place of the Audit Committee meeting. No invitation is required if all the members are present on the day of the meeting.
4.4 The Audit Committee's meetings will seek to involve as many members as possible (via live or audiovisual media). If at least two members (regular or alternate) are absent at the meeting, the meeting shall be canceled and repeated without a further invitation within seven (7) days of its being canceled (where again at least two members will be required to attend. Decisions are made by the majority of its members, and in the event of a tie, the President's vote shall prevail.
4.5 Unless otherwise specified herein, Articles 89-93 of Law 4548/2018 apply to the meetings and decision-making of the Audit Committee.
5.1 The Audit Committee is an independent body, its decisions are taken autonomously by the decisions of other bodies of the Company and its members act and decide with their own conscience.
5.2 The Audit Committee asks, where appropriate, key management personnel involved in the Company's governance, including the Chief Executive Officer, the Chief Financial Officer and the Head of the Internal Audit Service, to attend specific meetings or specific items on the agenda and to provide an opinion on them.
5.3 The Audit Committee, in addition to the scheduled meetings, conducts mandatory meetings with the management and the relevant managerial staff during the preparation of the financial reports as well as with the certified auditor at the planning stage of the audit, during its execution and the stage of preparation of audit reports.
5.4 The Audit Committee shall meet at least once every three months with the Head of its Internal Audit Service to discuss matters of its competence and any problems arising from internal audits.
5.5 The Audit Committee has full access to all elements of the Company that are needed for the performance of its duties and the Company makes available to the Audit Committee any person whom the Commission deems necessary.
5.6 The Board of Directors shall provide the Audit Committee with the assistance of an external consultant if the Audit Committee so requests, justifying it by providing the necessary funds for this purpose.
5.7 The Board of Directors shall provide appropriate information and training to each member of the Audit Committee in order to enable the effective performance of his / her duties.
6.1 The Audit Committee shall keep all the necessary information, including its minutes of meetings, in which its actions and results are reflected in the implementation of its work. To this end, the Commission may incorporate reports, presentations and any other material which has been brought to its attention and which has been the subject of discussion among its members in the minutes.
6.2 Under the responsibility of the Chairman, the Audit Committee informs the shareholders at the Ordinary General Meeting, submitting a report on its activities on the basis of its prerogatives.
6.3 Audit Committee members fully comply with the provisions of the Internal Rules of Operation and the Company’s Corporate Governance Code.
The remuneration of the members of the Audit Committee is determined by the decision of the Board of Directors and is approved by decision of the Annual General Meeting of the Company. The remuneration must be appropriate to the extent of their duties, taking into account, inter alia, the complexity - the breadth of their work, the time required to work, the degree of their responsibility and the level of remuneration of the other members of the Board of Directors.
8.1 The Audit Committee's Rules of Procedure are approved by the Board of Directors and are published on the Company's website and are valid from the approval of the Board of Directors.
8.2 The Rules of Procedure of the Audit Committee are reviewed only by a decision of the Board of Directors following a proposal for a review drawn up by the Board of Directors and are approved by the Audit Committee.
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