The Board is appointed by the shareholders and consists of nine members, eight of whom are non-executive and four of them are independent.
The Code of Business Conduct constitutes an integral part of responsible corporate governance to which Frigoglass has committed and was approved by the Board of Directors and Management.
Audit Committee
The Audit Committee ensures that the internal and external audits within the Company comply with statutory requirements and are effective and independent. It also serves to facilitate good communication between the auditors and the Board of Directors. The Audit Committee oversees the annual statutory audit and the half year statutory review as well as the ongoing audit work that is performed by the internal audit function of the Company. It ensures that all recommendations of external and internal audits are implemented by the Company’s management.
The Audit Committee evaluates the internal audit reports and the availability of human resources and equipment of the internal audit department.
The Audit Committee also evaluates the appropriateness of the system of internal control, computer system and security, as well as the reports of the external auditors concerning the financial statements. Ιt also follows the procedure of financial information and the efficient operation of the risk management system. Finally, it has the responsibility of recommending the appointment of external auditors to the Board for proposal for the AGM.
The members of the Audit Committee as per the provisions of the law 3693/2008 are the following:
Chairman: Ioannis Androutsopoulos – non-executive/independent
Member: Loucas Komis – non-executive
Member: Victor Pisante – non-executive/independent
Members have past employment experience in either finance or accounting roles or comparable experience in corporate activities. Especially Mr. Pisante, being the independent non-executive member of the Committee fulfils the prerequisites of article 37 of law 3693/2008 by having proven adequate knowledge of accounting and auditing.
The other two members bring extensive business experience and adequate financial knowledge to the Audit Committee’s work as well.
Internal Audit
The Internal Audit department is an independent function that ensures that all operations are executing their duties in accordance with the corporate objectives, policies and procedures. In particular, Internal Audit seeks to ensure that internal financial control systems across the Company remain robust and consistent.
The internal auditor acts according to the International Standards for the Professional Practice of Internal Auditing and the policies and procedures of the Company, and reports directly to the Audit Committee of the Board.
Human Resources and Remuneration Committee
The role of the Human Resources and Remuneration Committee is to establish the principles governing the Company’s human resources policies which guide management decision-making and action. More specifically, its duties are to:
The Human Resources and Remuneration Committee, which is appointed by the Board, comprised of the following three non-executive Board members in 2010:
Chairman: Loucas Komis – non-executive
Member: Haralambos (Harry) G. David – non-executive
Member: Evaggelos Kaloussis – non-executive
The Managing Director and Human Resources Director shall normally attend meetings, except when discussions are conducted concerning matters affecting them personally.
The Human Resources and Remuneration Committee met twice in 2010.
Investment Committee
The duties of the Investment Committee are to recommend to the Board the Company’s Corporate Development and Strategy and to evaluate and suggest to the Board new proposals for investments and/or Company expansion according to the defined strategy. Moreover, the Investment Committee is also responsible for evaluating and suggesting to the Board opportunities for business development and expansion through acquisitions and/ or strategic partnerships. The Investment Committee is appointed by the Board of Frigoglass and shall consist of three members, two of them non-executive Directors.
The Investment Committee, which is appointed by the Board, in 2010 comprised of the following three members, two of which are non-executive:
Chairman: Haralambos (Harry) G. David – non-executive
Member: Loucas Komis – non-executive
Member: Panos Tabourlos (CFO)
The Investment Committee met twice in 2010.
Harry David was elected Chairman of the Board of Directors, in November 2006. He has been a Member of the Board of Directors of Frigoglass since 1999.
His career began as a certified investment advisor with Credit Suisse in New York. He then served in several executive positions within Leventis Group Companies in Nigeria and Europe. Today he holds a position on the Boards of Nutriart S.A., A.G Leventis (Nigeria) P.L.C., the Nigerian Bottling Company P.L.C., Cummins West Africa, Beta Glass (Nigeria) Plc., Ideal Group and Emporiki Bank (Credit Agricole).
He is also a member of the General Council of the Greek Industries Federation (ΣΕΒ), member of the organizing committee of the Athens Classic Marathon as well as an executive member of the International Directors Council, of the Guggenheim Museum, New York.
John Androutsopoulos was appointed to the Board of Directors in July 1996.
His long career in the bottling and manufacturing sectors has included positions as Technical Manager of the Hellenic Bottling Company (1969-1985), General Manager of the Industrial Division of the 3E Company of companies (1986-1994), Chairman of the Board of Directors of Frigorex (1995), member of the Board of Directors of 3E Company (1995) and Managing Director of Frigoglass Company (1996-2001). He holds a degree in Electrical Engineering from Aachen Polytechnic where he also completed additional studies in Economics.
Vassilios Fourlis was appointed to the Board of Directors in October 2002.
He is Executive Chairman of Fourlis Holdings SA. He also serves on the Board of Directors of Piraeus Bank SA, of Hellenic Organization of Telecommunications SA and of Cement Titan SA. He holds a Master’s Degree in Economic Development and Regional Planning from the University of California/Berkeley and a Master’s Degree in International Business from Boston University/ Brussels.
Evangelos Kaloussis was appointed to the Board of Directors in June 2006.
He is Chairman of Nestlé Hellas. He is also Chairman of the Federation of Hellenic Food Industries and member of the Board of Directors of Alpha Bank. During his professional career he assumed top management positions at the Nestlé Headquarters in Switzerland, France, Nigeria and South Africa. He holds a Master Degree in Electrical Engineering from the Federal Institute of Technology in Lausanne (CH) and in Business Administration from the University of Lausanne as well as a graduate degree from IMD.
Loucas Komis was appointed to the Board of Directors in July 1996.
Currently, he is also Chairman of Ideal S.A. and of Recovery & Recycling S.A. and Vice-Chairman of the Federation of Hellenic Food Industries. In his long career in the appliance manufacturing sector he has held top management positions with Izola S.A. and the Hellenic Bottling Company (CCHBC), where he also served as an Executive Board member and remains an advisor to the Chairman since 2001. He holds degrees from Athens University (BSc Physics), the University of Ottawa (MSc Electrical Engineering) and McMaster University, Ontario (MBA).
Doros Constantinou was appointed Executive Director in October 2011.
Mr. Constantinou graduated from the University of Piraeus in 1974 and holds a degree in Business Administration. Mr. Constantinou started his career in auditing with PricewaterhouseCoopers, where he worked for ten years. In 1985, Mr. Constantinou joined Hellenic Bottling Company, where he held several senior financial positions. In 1996, he was appointed to the position of Chief Financial Officer and remained in that position until August 2000. He was a key member of the management team that led the merger of Hellenic Bottling Company and Coca-Cola Beverages. In 2001, Mr. Constantinou became Managing Director of Frigoglass until August 2003 when he moved to Coca-Cola Hellenic as Chief Executive Officer until his departure in July 2011.
Alexandra Papalexopoulou was appointed to the Board of Directors in April 2003.
She is Strategic Planning Director of the Titan Cement Group and serves on the Board of Directors of Titan Cement SA and of the Pavlos and Alexandra Kanelopoullou Foundation. She is also a member of the Board of Directors of the National Bank of Greece. Her professional career has included positions with the OECD (analyst) and Booz Allen Hamilton. She holds a BA degree in Economics from Swarthmore College and an MBA from INSEAD.
In 2005 Victor Pisante founded Bluehouse Capital, a real estate private equity firm focusing on real estate and infrastructure investments in Southeastern Europe. Prior to that, Mr. Pisante was a Founder and Managing Partner of the Telesis Group of companies, a leading investment banking, asset management and brokerage Company in Greece that was merged in 2001 with EFG Eurobank Ergasias S.A. Following the merger, Mr. Pisante was appointed Chief Executive Officer of EFG Telesis Finance S.A. and General Manager of EFG Eurobank Ergasias S.A. and was elected member of EFG’s Executive Committee until 2004. Prior to founding Telesis, he worked as an associate in the M&A and Internal Finance departments of Bear Stearns in New York. A graduate of Athens College, Mr. Pisante holds a B.A. degree (magna cum laude) in Economics and International Relations from Brown University and an M.B.A. degree, with concentration in Finance, from the N.Y.U. Graduate School of Business Administration. Mr. Pisante serves as a non executive Board member for Yalco SA, Aegean Airlines SA.
Tom was appointed ICM Chief Operating Officer in September 2010. He joined Frigoglass in 2001 as Regional Director. Since 2006 he held the position of ICM Manufacturing Director and in 2008 he was appointed ICM Sales Director. Before joining Frigoglass he was Operations Director at Kidde Scandinavia. In the past 22 years he has held various engineering and operational positions in the paper, glass and fire-fighting equipment industries. Tom holds a degree in Engineering and an M.Sc. in Electrical & Industrial Engineering from the University of Trondheim.
Dimitris was appointed Supply Chain Executive Director in September 2010. He joined Frigoglass in March 2008 as Supply Chain Director. He started his career in the chemicals industry with TOSOH Hellas, where he worked for more than 20 years holding management positions in Production, Quality, Customer Service and Supply Chain. He then moved to the Alumil Group as Supply Chain Director and later on to the Ionia company of the Titan Group in the same position. He holds a B.Sc. (Hons) in Chemistry from the Aristotle University of Thessaloniki.
Kris joined Frigoglass in June 2011 as Chief People Officer. Kris has over 25 years of professional experience working worldwide with leading organizations like Hay Group, American International Group, Legal & General and Holiday Inn with key focus on strategy clarification, organizational effectiveness, leadership development, and design & implementation of HR strategy to realize business objectives. Before joining Frigoglass, he was managing partner at Hay Group S.A. and his last appointment was that of Business Development Director South East Europe. Kris studied Economics, Mathematics and Computer Science at the University of Salford and holds an MBA from the University of Brighton.
Panagiotis was appointed Frigoserve, Consumer Appliances & New Business Director in April 2011. Since 2006 he has held the position of Sales Director and in 2008 was appointed ICM Marketing Director. Before joining Frigoglass as Nigeria Operations Director in 2004 he spent 15 years with Procter & Gamble, holding various marketing positions in Greece, Ukraine and Egypt. His last posting was Country Manager for West and East Africa. Panagiotis holds a B.A. degree in Business Administration from California State University and an MBA from the University of Notre Dame.
Panos was appointed Chief Financial Officer in 2004. He worked as Financial Manager in various corporations, including Milchem International, Hilti SA, American Express and ICI. From 1990 to 2003 worked for Warner Lambert SA, an affiliate of Pfizer where immediately prior to his departure he held the position of Regional Financial Manager for Europe, Middle East and Africa. From June 2003 until April 2004 he held the position of Chief Financial Officer of OTE. He is also the Chairman of the Audit Committee of OTE. He is a graduate of the Piraeus University of Economics and holds a Master's degree in Business Administration from McGill University (Montreal, Canada).
Gerasimos was appointed Glass Operations Executive Director in April 2011. He joined Frigoglass in May 2006 as Commercial Director of Beta Glass and in 2008 was appointed Nigerian Operations Director. He started his career in Sales and held various positions, including those of Sales Manager and Commercial Manager. He holds a degree in Electrical and Electronics Engineering from the University of East London and an MBA from the ALBA Business School.
Download the table of transactions of the obliged persons of the company according to the Law 3340/2005 and the decision of the Board of Directors of the Capital Market Commission 3/347/12.7.2005.
DISCLOSURE REQUIREMENTS PROVIDED IN LAW 3556/2007.
Frigoglass (‘the Company’) informs its shareholders and the investors regarding the disclosure requirements provided in Greek Law 3556/2007.
Law 3556/2007 provides that a shareholder who owns voting shares of a company listed on a market regulated by Greek law must notify such company and the Hellenic Capital Market Commission (HCMC) when he acquires or sells voting shares of the company, and, as a result of such acquisition or sale, the percentage of his voting rights equals, exceeds or falls below the following thresholds: 5%, 10%, 15%, 20%, 25%, 1/3, 50% and 2/3 of all voting rights in the company.
The aforementioned disclosure must be made to the company and the HCMC as soon as possible and in any case within three trading days, following the date on which such shareholder was informed or should have been informed about such acquisition or sale of voting shares.
On 30 September 2011, the abovementioned thresholds were equal to the following number of voting shares.
Total number of voting shares in Frigoglass: 50,453,294
| Threshold | Number of shares |
| 5% | 2,522,665 |
| 10% | 5,045,329 |
| 15% | 7,567,994 |
| 20% | 10,090,659 |
| 25% | 12,613,324 |
| 33,33% | 16,816,083 |
| 50% | 25,226,647 |
| 66,66% | 33,632,166 |
Disclosure from TR1
The disclosure shall be made to our Company and to the HCMC by submission of disclosure form TR1.
The TR1 disclosure form shall be submitted to:
a)The Company's offices, by:
Mail : 15 A.Metaxa GR145 64 Kifisia Athens, Greece c/o Department of Investor Relations
Tel : +30 210 6165757-767
Fax : +30 210 6199097
Email: jstamatakos@frigoglass.com
b)The central registry of the HCMC:
Mail: Directorate of public offerings and supervision of listed companies
Department of supervision and monitoring of the behaviour of listed companies
1 Kolokotroni and Stadiou Streets 105 62 Athens, Greece
(marked ‘disclosure of important changes to voting rights according to Law 3356/2007’)
Fax: +30 210 337 7243
Shareholders must ensure that the documents are successfully sent and received by the competent registry service of the HCMC. It is the obligation of the shareholder to fill in the TR1 form properly. The shareholder is responsible for any mistakes or omissions. The TR1 form must be properly signed by the shareholder himself or by another duly authorised person, and in the case of a legal entity, by its legal representative. Relevant proxies must be filed with the HCMC together with the TR1 form. Proxies will be valid until revoked. The HCMC is the authority responsible for the supervision of the disclosure requirements.
