Announcement
Athens, 21.06.2018
Folli Follie Commercial Manufacturing and Technical Société Anonyme hereby announces, pursuant to article 6 para. 1 of L. 3340/2005, article 2 para. 2 (e) of the HCMC decision no. 3/347/12.7.2005, the ATHEX Rulebook and L. 3016/2002 on Corporate Governance, the election of a non-executive member of its Board of Directors and an independent non-executive member of its Board of Directors, who will be replacing two recently resigned members of its Board.
Specifically, the Company hereby announces: a) the election of Mr. Georgios Kyriakos as a non-executive member of the Company's Board of Directors, who will be replacing the recently resigned non-executive member Mr. Dimitrios Potamitis, and b) the election of Mr. Panayotis Alexakis as an independent non- executive member of the Company's Board of Directors, who is replacing the recently resigned independent non-executive member Mr. Pericles Stamatiadis, according to the provisions of the last sentence of paragraph 1 of article 3 of L. 3016/2002 on Corporate Governance.
In view of these changes, the constitution of the Board of Directors of the Company is as follows:
- DIMITRIOS KOUTSOLIOUTSOS - President, Executive Member
- EKATERINI KOUTSOLIOUTSOU - Vice-President, Executive Member
- GEORGE KOUTSOLIOUTSOS - Chief Executive Officer, Executive Member
- EMMANOUIL ZACHARIOU - Executive Member
- IRINI NIOTI - Executive Member
- ΖHANG HAOLEI - Non-executive Member
- ILIAS KOULOUKOUNTIS - Non-executive Member
- MICHAEL TSIBRIS - Non-executive Member
- GEORGIOS KYRIAKOS – Non-executive Member
- PANAYOTIS ALEXAKIS - Independent Non-executive Member
- ILIAS PENTAZOS - Independent Non-executive Member
It is noted that of the above-mentioned members of the Board of Directors, Messrs. Panayiotis Alexakis and Ilias Pentazos have been elected as independent non-executive members, in accordance with the provisions of article 4 of Law 3016/2002, and both meet the criteria and guarantees of independence as the law provides in the above-mentioned provision.
For the avoidance of doubt, it is further noted that the members Messrs. Michael Tsibris and the previously resigned Dimitrios Potamitis, who were elected at the meeting of the Company’s Board of Directors on 8/6/2018 for the replacement of the resigned non-executive members, meet all the criteria and guarantees of independence provided by Law 3016/2002 (Article 4). However, they are not independent members for the purposes of Law 3016/2002, as they were not elected for the replacement of resigned independent members of the Board of Directors, according to the provisions of the last sentence of paragraph 1 of article 3 of L. 3016/2002 on Corporate Governance.
The Company hereby announces that the next Annual General Meeting will elect: (a) a new Board of Directors by appointing its independent members as well, according to the provisions of article 3 paragraph 2 of Law 3016/2002 on Corporate Governance and (b) a new Audit Committee.
Furthermore, the Company announces that the new Audit Committee of the Company shall consist of the following members:
- PANAYOTIS ALEXAKIS (President of the Audit Committee, Independent Non-executive Member)
- ILIAS PENTAZOS (Member of the Audit Committee, Independent Non- executive Member)
- MICHAEL TSIBRIS (Member of the Audit Committee, Non-executive Member)
Through the above members, the Board of Directors and the Audit Committee of the Company are being strengthened with people of high prestige and experience.
It is noted that, with respect to the members of the newly established Audit Committee of the Company, in addition to the independence criteria of Law 3016/2002 on Corporate Governance, which are fulfilled and are met in the person of its independent members, Messrs. Panayiotis Alexakis and Ilias Pentazos, the essential criteria laid down in Law 4449/2017 (in Article 44) regarding the "Audit Committee" are also fulfilled, as all members of the Audit Committee have sufficient knowledge in the sector in which the Company operates. Additionally, Mr. Panayotis Alexakis, Chairman of the Audit Committee, has adequate knowledge of accounting and auditing procedures, on the basis of international standards, as confirmed by the evaluation performed by the Board of Directors. Therefore, it is expected that the members of the current Audit Committee have the capacity and the ability to cope with their increased responsibilities and obligations in their capacity as members of the Audit Committee, as the law provides.
Short CVs of the new members of the Board of Directors follow:
Panayotis Alexakis: Dr Panayotis Alexakis is a Professor of Managerial Economics and Markets at the Department of Economics, of the National and Kapodistrian University of Athens. He has been a scholar of the "Alexander S. Onassis" Public Benefit Foundation. Ηe has also taught at the Department of Business Administration of the University of the Aegean, at the Economic University of Athens, at the Hellenic and Cypriot Open Universities, and in business educational programs. During his career he has also dealt with issues relating to the cooperation between universities and enterprises. He has also worked as a consultant or executive in commercial entities. He has been chairman and CEO at the Athens Derivatives Exchange and the Athens Stock Exchange. Ηe has participated in scientific conferences with papers and has published articles in scientific journals. Currently, he serves as the scientific director of the Master’s Program, with specialization in Internal Audit, and also as the Director of the Center for Financial Studies in the Department of Economics of the National and Kapodistrian University of Athens.
Georgios Kyriakos: Mr. George Kyriakos, born in 1961, studied at Denver University and Boston University in Brussels and has attended executive courses at Insead. Mr Kyriakos is an Economist with 30 years of experience in senior level positions in the private and public sector, both in Greece as well as overseas. Mr Kyriakos held the position of Special Secretary in the Greek Ministry of Finance for Greek State-owned companies and for Privatization and has also represented Greece at the OECD in the areas of privatization of public companies and corporate governance. He also participated as a special envoy of OECD to Poland, Turkey, Russia and Kuweit, to name a few. He has also served on the Board of Directors of OPAP in Greece and as the Vice President of the Board of Directors for OPAP in Cyprus. Lastly, he speaks English and French.