Corporate Governance

The Board is appointed by the shareholders and consists of nine members, eight of whom are non-executive and four of them are independent.

Corporate Governance Framework
PDF Document (187 Kb)
Corporate Governance Code
PDF Document (625 Kb)

Frigoglass policies

Code of Business Conduct

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.

“Speak Up” policy

The Frigoglass Speak Up policy is designed to support its employees, full time or part-time, contractors, providers, clients and other audience members, which consider that they have discovered violations of the company procedures or corruption actions or other irregularities. All disclosures are being treated as highly confidential and sensitive.

Human rights policy

In Frigoglass we value our people and our success depends on them. All of our employees should work in a safe, positive and supportive environment with the highest ethical standards to support and safeguard their rights.

Quality policy

Frigoglass quality policy aims at delivering maximum value to both internal and external customers.

Environmental policy

For Frigoglass, environmental responsibility is a fundamental part of its sustainable business development and an inextricable part of its Corporate Social Responsibility.

Health and safety policy

At Frigoglass, occupational health and safety (OH&S) is a fundamental principle that concerns all our operations worldwide.

Code of business conduct and ethics
Speak Up Policy
Human Rights Policy
Quality Policy
Environmental Policy
Health & Safety Policy
Beta Glass Securities Trading Policy
Beta Glass Complaints Management Policy

Management structure


 Board of directors

Harry G. David, Chairman (non-executive)

Haralambos (Harry) G. 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 A.G. Leventis (Nigeria) PLC, the Nigerian Bottling Company PLC, 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 board of the Foundation for Economic and Industrial Research (IOBE), member of the board of the Hellenic-African chamber of commerce and development, as well as a member of the Organizing Committee of the Athens Classic Marathon.

Has served on the boards, of Alpha Finance and ΔΕΗ (Hellenic Public Power Corp).

Nikos Mamoulis, Chief Executive Officer (Executive)

Nikos joined Frigoglass as Chief Financial Officer in October 2013 and was appointed Chief Executive Officer of Frigoglass in July 2015. He has more than twenty-five years of experience in senior financial positions within different business sectors and a wealth of knowledge in Finance and international markets. Before joining Frigoglass, Nikos was with Coca-Cola Hellenic for twelve years with his last position being that of Group Financial Controller. Previous to that he also held the CFO position in Lafarge Heracles Group and the Boutaris Group. Nikos is a graduate of the Athens University of Economics and Business.

John K. Androutsopoulos, Vice Chairman (independent non-executive)

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 Chief Executive Officer of Frigoglass Company (1996-2001). He holds a degree in Electrical Engineering from Aachen Polytechnic where he also completed additional studies in Economics.

Doros Constantinou, Member (non-executive)

Doros Constantinou was appointed to the Board of Directors in May 2012.

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 the 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 Chief Executive Officer of Frigoglass until August 2003 when he moved to Coca-Cola Hellenic as Chief Executive Officer until his departure in July 2011.

Ioannis Costopoulos, Member (independent non-executive)

Mr. Ioannis Costopoulos is currently working for the company Société d’Etudes Techniques et Economiques S.A. (SETE S.A.), with registered offices in Geneva, Switzerland, specialized in investment strategy and energy. From 2007 to May, 2015 he served as the Chief Executive Officer of HELLENIC PETROLEUM. From 2007 to 2015, he has served from time to time as Chairman of the Board of EKO and Hellenic Fuels – subsidiaries of ELPE Group – and as a member of Elpedison SpA, subsidiary of solar power production of the Group, in consortium with Edison SpA. He has also been a Board member of the Hellenic Federation of Enterprises (SEV) and the Foundation for Economic & Industrial Research (IOBE). From 1992 he served in positions of senior management in Greek entities such as: CEO of Diageo – Metaxa (1992-1997), CEO of Johnson & Johnson Hellas S.A. and Regional Director of Johnson & Johnson Central and Eastern Europe (1998 – 2000). From 1987 to 1992, he has served in the senior management of the international company of management consultant Booz Allen & Hamilton based in London, in the fields of development strategy and business restructuring.

 

He holds a BSc Honours in Economics from the University of Southampton, U.K. and a MBA from the University of Chicago, U.S.A. He is a Board member of Fourlis Holdings S.A. and Frigoglass S.A.I.C., both Athens stock exchange-listed companies.

Vassilis Fourlis, Member (Independent non-executive)

Vassilis Fourlis was appointed to the Board of Directors in October 2002.

He is the Chairman of Fourlis Holdings SA. Also serves on the Board of Directors of Piraeus Bank SA, of the Hellenic Organization of Telecommunications SA , the House Market S.A. (IKEA) and that  of Cement Titan SA.

He is a member of the Board of the Hellenic Federation of Enterprises and that of the Hellenic Corporate Governance Council.

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.

In 2004 he was awarded the KOUROS entrepreneurship prize by the President of the Hellenic Republic.

Evangelos Kaloussis, Member (independent non-executive)

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 D. Komis, Member & Secretary (non-executive)

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).

George Leventis, Member (non-executive)

George Leventis joined the Board of Frigoglass as a non-executive member in April 2014.

Mr. Leventis is a member of the executive committee of a family office and has previously worked in the fund management business as an equities analyst and more recently in private equity.

He graduated with a degree in Modern History from Oxford University and holds a postgraduate Law degree from City University. He is an Investment Management Certificate holder.


Top management

Nikos Mamoulis, Chief Executive Officer

Nikos joined Frigoglass as Chief Financial Officer in October 2013 and was appointed Chief Executive Officer of Frigoglass in July 2015. He has more than twenty-five years of experience in senior financial positions within different business sectors and a wealth of knowledge in Finance and international markets. Before joining Frigoglass, Nikos was with Coca-Cola Hellenic for twelve years with his last position being that of Group Financial Controller. Previous to that he also held the CFO position in Lafarge Heracles Group and the Boutaris Group. Nikos is a graduate of the Athens University of Economics and Business.

Nick Evangelou, Chief Commercial Officer ICM

Nick was appointed to the position of Chief Commercial Officer ICM in March 2016. Nick brings with him 20 years of experience in senior Commercial and General Manager Roles in multinational companies including Coca-Cola Hellenic Bottling Company and Sarantis S.A.  Apart from his solid commercial background he has successfully managed a broad portfolio of products and led sales teams in different regions. Additionally, he has a proven track record of turnaround businesses and driving operational efficiency.  Prior to joining Frigoglass, Nick held the role of Deputy Managing Director in Sarantis S.A.

Manolis Fafalios, Chief Financial Officer

Manolis Fafalios was appointed to the position of Group Chief Financial Officer, in February 2016. Manolis has more than thirty years of experience in senior Finance Roles with companies such as PepsiCo, Reckitt Benckiser and Coca-Cola Hellenic Bottling Company. In addition to his financial expertise, he has an extensive experience in business development, change management and leading challenging transformational initiatives. Prior to joining Frigoglass, he held the role of Shared Services Transition Director in Coca-Cola Hellenic Bottling Company.

Darren Bennett-Voci, Glass Division Director

Darren was appointed Glass Division Director in March 2016, based in Lagos, Nigeria. Darren is a multilingual senior executive with 19 years of experience in the container glass industry.  He has operated in a wide variety of business environments, cultures and countries, both in Europe and more recently the Middle East. Most of his experience was with global container glass industry leader, Owens-Illinois, where he held a variety of positions in Sales and Marketing at a regional level. Darren joined Frigoglass in June 2012 as Commercial Director – Glass, based in Dubai. He holds a Master in Advanced European Studies from the Collège d’Europe in Warsaw.

Cedric Goubert, Head of Quality

Cédric Goubert was appointed in the role of Head of Quality in February 2017. Cédric has extensive expertise in Quality Assurance and Total Quality Management programs deployment with complex operations, as well as products life cycle management.

In his career, Cédric led major projects, such as the re-engineering of low cost trucks’ production with Renault, the industrial performance improvement of submarine shipyards, as well as the simplification and standardization of processes for DCNS (a Thales Group company that designs and builds submarines). Prior to joining Frigoglass, Cedric held the role of Associate Quality Vice President in DCNS.

Hector Pergamalis, Manufacturing Director ICM

Hector was appointed to the position of Manufacturing Director ICM in June 2017. He has extensive knowledge and experience in manufacturing, and throughout his career, he has successfully led several operational improvement and lean projects. He holds a PhD and a MEng in Mechanical Engineering from Imperial College London, an MBA from Athens University of Economics & Business and a Lean 6-Sigma Black Belt certification. Prior to joining Frigoglass, Hector held the role of Corporate Regional Technical Manager for Central East Europe in Pipelife International GmbH.

Manolis Souliotis, Group HR Director

Manolis was appointed Group HR Director in July 2014. He joined Frigoglass in November 2003 as Human Resources Manager for the Romanian operations. He has more than 18 years of experience in human resources leadership positions within different countries and operations, having developed sound business acumen and deep operational knowledge. Before joining Frigoglass he worked in AB Vassilopoulos, Human Resources department in various functions such as recruitment, staff training and employee benefits. Manolis holds a Bachelor in Business Administration from the University of Sunderland.

 

Vassilis Soulis, Service Director

Vassilis was appointed Service Director in February 2015. He joined Frigoglass in 1996, as Finance Manager in 3P. He has held several senior leadership positions in Finance, Manufacturing and General Management. He started his career in Unilever PLC in London as assistant management accountant. He holds a Degree in Business Administration from the University of Economics & Business in Athens and a MBA from the University of Birmingham.

 

Committee charters

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 is burdened with the task of providing its opinion to the Board in order for it to propose to the General Meeting the appointment of external auditors.

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: Doros Constantinou – non-executive

Members have past employment experience in either finance or accounting roles or comparable experience in corporate activities.

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.

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: Oversee succession planning policy, Establish the principles governing the Company’s Internal Citizenship policies, Establish the Compensation Strategy and Submit to the Board proposals for executive Board members remuneration.

The Human Resources and Remuneration Committee, which is appointed by the Board, comprised of the following three non-executive Board members in 2015:

Chairman: Loucas Komis – non-executive

Member: Haralambos (Harry) G. David – non-executive

Member: Evaggelos Kaloussis – non-executive / independent

The CEO and Group HR Director shall normally attend meetings, except when discussions are conducted concerning matters affecting them personally.

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 consists of three members, two of whom are non-executive Directors.

Chairman: Haralambos (Harry) G. David – non-executive

Member: Nikos Mamoulis  – executive (CEO)

Member: Loucas Komis – non-executive

Dealings in company shares

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.

Table of Transactions

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
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.

Law 3556/2007 (in Greek)
Decision 1/434/ 3-7-2007 of the Board of Directors of the HCMC (in Greek)
Circular 33 of the HCMC (in Greek)
TR1 FORM (ENGLISH)