SARANTIS S.A. Report of the Proceedings of the Audit Commiee
(arcle 44, paragraph 1 of Law 4449/2017)
Marousi, 22 February 2024
Dear Shareholders,
Ι. INTRODUCTION
In accordance with the arcle 44, paragraph 1 of Law 4449/17, as it was amended by the arcle 74 of Law 4706/2020 and it is currently in effect, the Audit Commiee submits to the General Meeng of Shareholders its report on issues regarding its proceedings during the financial year ended on 31/12/2023, for the fulfillment of provisions of law and in line with the Operang Regulaon concerning the Commiee's dues.
ΙΙ. COMPOSITION AND PURPOSE OF THE AUDIT COMMITTEE
The Audit Commiee of Gr. Sarans S.A. in the period 1/1/2023 to 12/07/2023 consisted of two (2) independent and non-execuve members of the Board of Directors and one (1) independent third party and, in parcular:
1. Ioannis Arkoulis, son of Michael, Cerfied Auditor Accountant, third party independent of the Company, Chairman of the Audit Commiee,
2. Irini Nikiforakis, daughter of Markos, Legal Advisor, Athens Lawyer at the Supreme Court (Areios Pagos), vising lecturer in the Postgraduate Program of the Law School of the University of Athens, independent non-execuve member of the Board of Directors, member of the Audit Commiee.
3. Christos Economou, son of Ioannis, independent non-execuve member of the Board of Directors, member of the Audit Commiee.
The above members of the commiee were appointed pursuant to the decisions of the Ordinary General Shareholders' Meeng of 31/05/2022 (Period 01/01/2023 - 03/05/2023) as well as of the Ordinary General Shareholders' Meeng of 04/05/2023 (Period 04/05/2023 - 12/07/2023) in accordance with the provisions of arcle 44 of Law 4449/2017 as applicable, of the Regulaon of the Commiee and of the Circular with protocol no. 1508/17-07-2020 of the Directorate of Listed Companies of the Hellenic Capital Market Commission.
The term of the Audit Commiee was set unl the Ordinary General Meeng of Shareholders of the year 2024 and unl the relevant decision that will be taken by this Meeng.
Subsequently, the Audit Commiee of Gr. Sarans S.A. during the period 12/07/2023 to 20/12/2023 consisted of one (1) independent and non-execuve member of the Board of Directors and two (2) independent third pares, namely:
1. Ioannis Arkoulis, son of Michael, Cerfied Auditor Accountant, third party independent of the Company, Chairman of the Audit Commiee.
2. Irini Nikiforakis, daughter of Markos, Legal Advisor, Athens Lawyer at the Supreme Court (Areios Pagos), vising lecturer in the Postgraduate Program of the Law School of the University of Athens, independent non-execuve member of the Board of Directors, member of the Audit Commiee.
3. Angeliki Samaras, daughter of Dimitrios, Assistant Professor of Accounng at the University of Macedonia, third person independent from the Company, member of the Audit Commiee.
The above members of the Commiee were appointed by virtue of the decision of the Ordinary General Meeng of Shareholders on 12/07/2023 (Period 12/07/2023 - 20/12/2023) in accordance with the provisions of arcle 44 of Law 4449/2017 as in effect, the Commiee's Regulaon and the Circular 1508/17-07-2020 of the Directorate of Listed Companies of the Hellenic Capital Market Commission.
The term of the Audit Commiee had been set unl the Ordinary General Meeng of 2024 and unl a relevant decision is taken by this body.
Subsequently, the Audit Commiee of Gr. Sarans S.A. during the period 20/12/2023 to 31/12/2023 consisted of two (2) independent and non-execuve members of the Board of Directors and one (1) non-execuve member of the Board of Directors and in parcular:
1. Michael Imellos, son of Nikolaos, Independent Non-Execuve Member of the Board of Directors, Chairman of the Audit Commiee,
2. Konstannos Rozakeas, son of Petros, Vice-Chairman Non-Execuve Member of the Board of Directors, member of the Audit Commiee, and
3. Angeliki Samaras, daughter of Dimitrios, Independent Non-Execuve Member of the Board of Directors, member of the Audit Commiee.
The above composion, which is also the current composion of the Audit Commiee, was unanimously determined at the meeng of 20/12/2023 and it was then formed as a body.
The term of office of the Audit Commiee coincides with the term of the Board of Directors, i.e. it will be four years.
The members of the Audit Commiee, with regard to both the previous and the current composion, are in their majority independent of the audited enty in accordance with the arcle 44, paragraph 1 d) of Law 4449/2017 (A΄ 7) as it was amended by the Arcle 74 of Law 4706/2020 and it is currently in effect.
The Independent Non-Execuve Members with regard to both the previous and the current composion of the Audit Commiee, had met and connue to meet respecvely and in full the condions and independence criteria of arcle 9, paragraph 1 and 2 of Law 4706/2020, a fact which has been fully monitored and ascertained by the Board of Directors through the Remuneraon and Nominaons Commiee.
The persons who meet the condions of independence form the majority of the Commiee.
The Chairman was elected following a vote by the members and is independent from the audited enty in accordance with the arcle 44 paragraph 1 e) of Law 4449/2017 (A' 7) as it was amended by the Arcle 74 of Law 4706/2020 and it is currently in force.
In the case of the member of the Commiee who lost the status of being member of the Board of Directors, the Board of Directors appointed another one from its members, in order to replace the one who lost the status, in accordance with arcle 44, paragraph 1 f) of Law 4449/2017 (A' 7) as it was amended by the Arcle 74 of Law 4706/2020 and it is currently in force.
The members of the Audit Commiee, concerning both its previous composions and the current one, had met and connue to meet respecvely the eligibility criteria defined by law, the Corporate Governance Code and the Company's Suitability (Eligibility) Policy.
The members of the Audit Commiee, concerning both its previous composions and the current one, have sufficient knowledge of the sector in which the company operates.
All members of the current composion of the Commiee have sufficient knowledge and experience in the auding and/or accounng field.
The Audit Commiee assists the Board of Directors in fulfilling its supervisory responsibility towards the shareholders.
Supervisory responsibility includes among others the following:
- Monitoring the regular audit of the company's separate and consolidated financial statements with the aim of forming an opinion. In the context of this informaon, the Audit Commiee is aware of the content of the supplementary report of the cerfied public accountants.
- The Commiee monitors, examines and evaluates the producon systems of the financial informaon, the flow and the mechanisms of disseminaon of the informaon in the organizaonal structure of the company. It also takes into account other publicly available informaon (stock exchange announcements, press releases, etc.) in relaon to the respecve financial informaon.
- The Commiee also monitors, examines and evaluates the effecveness and adequacy of the regulatory tools (policies, regulaons, procedures, safeguards) of the Group, with the aim of forming an opinion on the one hand about the internal audit system and on the other hand about the risk management system in relaon to the financial informaon.
- Monitors and inspects the operaon of the Internal Audit Unit, confirms the applicaon of professional standards, the compliance with the applicable legal and regulatory framework and evaluates its work, adequacy and effecveness, without however affecng its independence.
- Oversees the published informaon in relaon to the evaluaon of the main risks.
- The Commiee is being updated on the framework and methodology of risk assessment and management, as well as on issues of compliance with the organizaon's legal, regulatory and ethical framework.
With regard to services other than the annual audit of the financial statements, the Commiee pre-approves all the recommendaons for eligible non-audit services that the independent auditors may have to provide towards the Company. In this context, the Commiee pre-approved the assignment to BDO of the Internal Audit System evaluaon project that was completed in March 2023. BDO's proposal was selected as the most economical among BDO, Deloie and PWC.
The Commiee also oversees maers relang to qualificaons, independence and appointment of independent auditors.
The Audit Commiee, as supervisory body of the Internal Audit Unit, evaluates its performance as well as approves the audit plan and the respecve budget of the department/unit.
Based on both the Regulaon of the Audit Commiee and the Internal Operang Regulaon of Sarans Group, the duty of the Audit Commiee is to support the Board of Directors in its supervisory role, including the supervision of the risk management framework. The Board of Directors ensures the independence of the funcons that make up the Internal Audit System. In this context, the Internal Audit, Regulatory Compliance and Risk Management Units are supervised by the Company's Audit Commiee.
The Audit Commiee has an Operaonal Regulaon, which defines, among other things, its role, the procedure for fulfilling this role, as well as the procedure for convening and holding meengs. The operaonal regulaons of the Audit Commiee are posted on the Company's website.
The present report of the Audit Commiee pertains to the twelve-month period of the closed financial year (1/1-31/12/2023).
The report was prepared and is in compliance with the provisions of Law 4449/2017 as amended by Arcle 75 of Law 4706/2020 and aims to inform its recipients about the proceedings of the Audit Commiee based on its predetermined dues.
ΙΙΙ. MEETINGS AND OPERATION
During the financial year 2023, the Audit Commiee held a total of 17 standalone meengs with full aendance, whereas
its members parcipated in 4 meengs of the Board of Directors (total meengs within 2023: 21).
The Members of the Audit Commiee chaired by Mr. Ioannis Arkoulis aended nineteen (19) of the twenty one (21)
meengs, while the Members of the Audit Commiee chaired by Mr. Michael Imellos parcipated in the remaining two (2)
meengs of the financial year 2023.
Depending on the topics of the Audit Commiee's meengs, the heads of the Units responsible for Financial Informaon, Internal Audit, Sustainable Development, as well as Cerfied Auditors were called upon to parcipate.
The relevant informaonal material (internal audit reports, management reports, other reports and presentaons by cerfied auditors, financial and non-financial informaon, etc.) was mely distributed to the members of the Commiee for study in order to express their opinion.
During its meengs, the Audit Commiee kept relevant minutes which recorded the issues discussed and approved by the aending Members and then nofied to the Board of Directors.
The Audit Commiee has proceeded to a self-assessment of its effecveness and the results were discussed at the Board of Directors.
During the exercise of its competences, the Audit Commiee had unrestricted and full access to all necessary informaon and was provided with the necessary resources and infrastructures for its effecve operaon.
Addionally, during the financial year 2023:
Regarding the acons of the period 1/1/ - 20/12/2023, the Audit Commiee chaired by Mr. Ioannis Arkoulis proceeded with the following:
1) Regarding the supervision of the external audit and the financial reporng process, the Audit Commiee:
• Met five (5) mes with the cerfied auditor - accountant of Gr. Sarans S.A. and was updated on the audit progress. Specifically there were three (3) meengs for updates on the plan of the audit and two (2) meengs during the preparaon stage of the annual audit report as of 31/12/2022 as well as in the context of presentaon of the supplementary report and review of the semi-annual financial statements as of 30/06/2023.
• Delivered its opinion in favor of the extension of the appointment of the Auding Company BDO Cerfied Public Accountants S.A. for the mandatory audit of the Company and the consolidated financial statements for the financial year 2023.
• Was informed about the schedule of preparaon of financial informaon by the management, as well as significant judgments, assumpons, and esmates made along the preparaon process of the financial statements.
• Examined the independence of the Cerfied Auditors - Accountants in the framework of the mandatory audit and ascertained that they do not receive fees by the Company and its subsidiaries for non-auding services in accordance with the arcle 5 of the European Union Regulaon no. 537/2014.
• The Commiee was informed by the cerfied auditor-accountant about the annual plan of the mandatory audit prior to its implementaon, assessed the plan and confirmed that it includes the most significant fields of audit, in relaon to the main business and financial risks of the Group.
• Examined the level of significance determined by the cerfied auditor - accountant as well as the sampling method ulized for the audit process.
• Once the annual mandatory audit for the financial year 2022 was completed, the Commiee received by the ordinary auditor the supplementary report pursuant to arcle 11 of EU Regulaon 537/2014 which contained the results of the mandatory audit and informed accordingly the Board of Directors.
• Received comprehensive briefing about the process and the soſtware program regarding the consolidaon of the financial statements of the Group's subsidiaries.
• Examined, prior to their approval by the Board of Directors, the financial statements of the year 2022 (both separate and consolidated) of Gr. Sarans S.A., and taking into account the contents of the supplementary report of the Cerfied Public Accountant, evaluated posively their completeness and consistency and informed accordingly the Board of Directors.
• Examined, prior to their approval by the Board of Directors, the interim financial statements for the period 01/01/2023 - 30/06/2023 (separate and consolidated) of Gr. Sarans S.A., evaluated posively their completeness and consistency and informed accordingly the Board of Directors.
• Was briefed by the Management Team on the progress of the Organizaon in the 9-month period of 2023 and received the necessary explanaons, while it was also updated on issues relang to compeon law.
2) Regarding the supervision of the Internal Audit System and in parcular the Internal Audit Unit, the Regulatory Compliance Unit and the Risk Management Unit, the Audit Commiee:
• Assessed the adequacy and efficiency of the Internal Audit System, taking also into account the content of audit reports of the Internal Audit Unit and ascertained its adequacy and efficiency.
• Assessed the adequacy and efficiency of the Risk Management System and found that the risk assessment system is adequate and effecve and is in the process of being updated and improved according to the most appropriate pracces and in line with the legislave framework.
• Assessed the adequacy and efficiency of the Regulatory Compliance System and found that the Regulatory Compliance Unit meets all the requirements of Law 4706/2020 and is constantly improving, in order to achieve mely full and connuous compliance of the Company with the currently applicable regulatory framework throughout the range of its acvies.
• Approved the annual work program of the Regulatory Compliance Unit and monitored its smooth implementaon.
• Became aware of the conflict of interest declaraons of liable persons in accordance with the Company's regulaons.
• Was informed about the new risk assessment methodology and the process of developing the audit plan, which takes into account both compliance issues with Law 4706/20 and the structure of the company's internal audit system in relaon to the three-line methodology of the IIA, as well as the obligaons of internal auditors under internaonal internal audit standards.
• Was briefed on issues related to the implementaon of the Group's Code of Conduct and the Reporng and Whistleblowing Policy.
• Approved the annual audit plan of the Internal Audit Unit, assessing the process according to which the plan was formed. It confirmed that the annual audit plan for 2023 was compiled based on the main risks (financial reporng, operang, regulatory compliance and financial risks) that the Group's companies face and informed the BoD accordingly.
• Monitored the implementaon of the annual audit plan and assessed the efficiency of the Internal Audit Unit, through quarterly reports of the Head of the Unit.
• Monitored the progress and the efficiency of the auding work, by assessing, through quarterly reports, the findings, the correcve acons in relaon to the findings as well as the implementaon thereof and informed the BoD accordingly.
• Became aware of compliance issues regarding data protecon and the quality assurance system of the company.
• Aended seminars on the following fields: a) the regulatory framework for corporate governance of listed companies on the Athens Exchange, Greece, b) the new EU direcve on non-financial reporng (NFR) and changes in the current legislaon framework, and c) the new assurance standard on non-financial reporng (ISSA 5000) and the respecve upcoming changes.
• Was informed of the findings resulng from the evaluaon of the Internal Audit System based on arcle 14, paragraph 3 and paragraph 4 of Law 4706/2020.
• The Chairman of the Commiee, together with the Head of the Internal Audit Unit, met with officials of the Hellenic Capital Market Commission (Department of Supervision of Listed Companies) following a relevant request, in order to present the Internal Audit System (IAS) of the Company, the development of the framework for carrying out the evaluaon of the IAS and the most important issues that emerged, to also bring other appropriate issues to the aenon of the Hellenic Capital Market Commission as well as to answer any quesons asked by the Commission's execuves. At this meeng, some recommendaons were made by the members of the Hellenic Capital Market Commission, which mainly referred to the immediate need to strengthen the Internal Audit Unit with addional personnel, and to the consequent increase in the resources allocated to this parcular unit.
• Aſter the meeng with the Hellenic Capital Market Commission, the Audit Commiee immediately informed the Board of Directors of the Company about the recommendaons made by the Capital Market Commission and stated as imperave the need to strengthen the Internal Audit Unit with addional experienced personnel and to also increase the resources available to this unit.
Regarding the proceedings of the period 20/12/2023 to 31/12/2023, the Audit Commiee chaired by Mr. Michael Imellos met two (2) mes with a full quorum.
In parcular, at its first meeng, it was constuted into a body and took a decision on the amendment of its Operang Regulaon, whereas at the next meeng in 2023, the Commiee received an update on the progress of the selecon process of external auditors, and it took decisions on expanding the capacity of the Internal Audit Unit.
Furthermore, the Commiee reviewed the Sustainable Development Policy of the Group and ascertained that:
- the organizaon recognizes both its environmental and social footprint and the interacons due to its operaon related to its natural and social environment.
-
the organizaon is commied to responsibly managing the resources it ulizes and aims at the sustainable development by adopng appropriate pracces.
The main points of this Policy are the following:
Objecve
At Sarans Group, we recognize that our operang acvies have direct and indirect economic, social and environmental effects on our stakeholders, including consumers, employees, investors, customers, partners and local communies in which we operate worldwide.
Fully recognizing the importance of our contribuon to sustainable development, the purpose of this policy is to commit to responsibly managing this impact throughout the Group's value chain, from the producon of the raw materials we are being supplied with, up to the disposal and use of our products by consumers.
The Group's business pracces are designed to create value in the short and long term, by maximizing posive effects, such as creang employment, and improving consumers' health and wellbeing, while migang negave effects, such as greenhouse gas emissions or the use of plasc.
The company's sustainable development policy is based on the following: i.The compliance with the current legislaon, ii.The contribuon to the United Naons Sustainable Development Goals, iii.The Precauonary Principle or Approach - Principle 15 of "The Rio Declaraon on Environment and Development".
iv.The Principle of Materiality, as defined by the GRI Standards, through which the Group undertakes to priorize at least every two years the most important economic, social and environmental effects it creates.
v.The Principles of the United Naons Global Compact
Scope and duraon of applicaon
This Policy covers all the acvies of the Group and is linked to individual procedures, standards, voluntary and regulatory commitments that may create liabilies to third pares.
Aspects
The Sustainable Development Policy covers the following economic, social and environmental aspects of the Group's effects, which arise following the observance of the Policy Principles, and which are reviewed at least biennially, in the context of the analysis of substanve sustainable development issues of Sarans Group:
I. Sustainable producon and consumpon:
• Ensuring product quality and customer safety
• Praccing responsible markeng and product environmental/social labeling
• Safeguarding sustainable and circular sourcing of raw and packaging materials
• Minimizing packaging and adopng circular pracces for the management of waste
• Improving energy efficiency, use of renewable sources and reducon of GHG emissions in producon and distribuon
• Invesng in R&D for innovave and sustainable products
• Assessing suppliers against environmental and social effects
• Improving water use efficiency, waste treatment and circularity in producon
• Supporng responsible consumpon and sustainable lifestyle
II. Responsible governance
• Ensuring robust economic performance
• Safeguarding corporate governance, regulatory compliance and business ethics
III. Empowered employees
• Creang employment and invesng in employees' training
• Ensuring employees' health, safety and wellbeing
• Offering equal opportunies, ensuring employees' diversity and respecng Human Rights
IV. Thriving Communies
Being an acve part of the society of its operaonal region, the Group effecvely supports the needs of the local communies and implements similar iniaves. The impact of the Group on the local and wider community is deeply understood and expressed through financial contribuons, product donaons and many other iniaves aimed at increasing the posive economic, social, and environmental effects on all stakeholders.
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Gr. Sarantis SA published this content on 01 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 April 2024 08:06:05 UTC.
