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.


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.

Information Security Policy

The main objective of Frigoglass Information Security Policy is to create a basis for the continuous improvement of process efficiency and information security, aiming at continuously meeting the needs and expectations of its customers to their full extent.

“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
Information Security Policy
Speak Up Policy
Human Rights Policy
Quality Policy
Environmental Policy
Health & Safety Policy
Frigoglass Employees Privacy Notice
Data Protection Policy

Management structure


 Board of directors

Haralampos (Harry) G. David, Chairman (non-executive)

Mr. Haralambos (Harry) David was elected Chairman of the Board of Directors in November 2006. He has been a member of the Board of Directors 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. Today he holds a position on the Boards of A.G. Leventis (Nigeria) PLC, the Nigerian Bottling Company, Beta Glass (Nigeria) PLC, Ideal Group, Pikwik (Nigeria) Ltd., ΤΙΤΑΝ Cement International S.A. and ELVIDA Foods SA. Mr. David is a member of the TATE Modern’s Africa Acquisitions Committee. He has served on the Boards of Alpha Finance, PPC (Hellenic Public Power Corporation) and Emporiki Bank (Credit Agricole).

George Pavlos Leventis, Vice Chairman (non-executive)

Mr. Leventis was appointed to the Board of Directors of Frigoglass as a non‐executive member in April 2014 and currently holds the position of the Vice Chairman. Mr. Leventis is a member of the executive committee of a family investment office with the responsibility of overseeing investments in real estate. He has previously worked in the fund management business as an equities analyst. He graduated with a bachelor’s degree in Modern History from Oxford University and holds a postgraduate Law degree from City University. He is an Investment Management Certificate holder.

Nikolaos Mamoulis, Chief Executive Officer (Executive)

Mr. Mamoulis joined Frigoglass as Chief Financial Officer in October 2013 and was appointed Chief Executive Officer of Frigoglass in July 2015. He has more than 25 years of experience in senior financial positions within different business sectors. Before joining Frigoglass, Mr. Mamoulis was with Coca-Cola HBC for 12 years with his last position being that of Group Financial Controller. He previously also held the Chief Financial Officer position in Lafarge Heracles Group and Boutaris Group. Mr. Mamoulis is a graduate of the Athens University of Economics and Business.

Kathleen Verelst, Member (independent non-executive)

Kathleen Verelst is a member of the Frigoglass Board since February 2021. Based in London, she is a Senior Advisor Investment/Divestment for Unibail Rodamco Westfield (URW), a premier global developer, owner and operator of flagship shopping destinations.  Prior to joining URW, Kathleen was a Managing Director and Senior Advisor with Morgan Stanley in the Investment Banking Division both in London and New York.  For over 22 years, she advised clients on complex financial restructurings, real estate transactions as well as originated and underwrote large real estate financings.  Kathleen started her career as a lawyer in New York working in the Real Estate Department of Shearman & Sterling and Cleary Gottlieb Steen & Hamilton.  Kathleen graduated magna cum laude from the law faculty of the University of Leuven (Belgium) and obtained an LL.M (Master of Laws) of the University of Michigan, Ann Arbor.  She is a member of the New York Bar.

Ioannis Costopoulos, Member (independent non-executive)

Mr. Costopoulos was appointed to the Board of Directors in March 2015. Mr. Costopoulos is currently based in London where he is the Managing Director of CCML Ltd, a consulting company he founded in 2017, offering strategic and organisational support to family businesses.  He is a member of the Board of Directors of Fourlis Holdings S.A. and Austriacard A.G. in Vienna. From 2004 to 2015, he worked for the Hellenic Petroleum Group. From 2004 to 2006, he was an executive member of the Board of Directors of Hellenic Petroleum Group with responsibility for the areas of International Business Activities and Strategic Development. From 2007 to 2015, he served as Chief Executive Officer of the Hellenic Petroleum Group and president of several of their subsidiaries. From 1992 to 2003, he held senior management positions, namely: Chief Executive Officer of Petrola SA, Regional Director of Johnson & Johnson Consumer for Central and Eastern Europe and Chief Executive Officer of Diageo‐Metaxa in Athens. From 1980 to 1992, he served in the senior management of Booz Allen & Hamilton business consultants in London and Chase Bank in New York and London. He has also been a member of the Board of Directors of the Hellenic Federation of Enterprises (SEV) and the Foundation for Economic & Industrial Research (IOBE) in Athens. He holds a bachelor’s degree in Economics from the University of Southampton, U.K. and a master’s degree in Business Administration from the University of Chicago.

Stephen Bentley, Member (independent non-executive)

Mr. Bentley was appointed to the Board of Directors in November 2017. Mr. Bentley is a Chartered Accountant (with bachelor’s degree (Hons) in Accountancy) who has over thirty years’ experience as Chief Financial officer of publicly quoted and private equity backed businesses in the United Kingdom. Mr. Bentley was previously Group Finance Executive of Tricentrol PLC, which was a British independent Oil & Gas exploration and development company and was quoted in London and New York. In addition, he has been Group Finance Director of several companies quoted in London, namely Ellis & Everard PLC, a chemical distributor in the United Kingdom and in the United States; TDG PLC, a leading logistics company in the United Kingdom with operations in continental Europe; and Brunner Mond PLC, a medium sized chemical manufacturer with production in the United Kingdom, the Netherlands and Kenya where he led the company’s initial public offering of shares. Subsequently, Mr. Bentley worked with a private company as a Group Finance Director and helped with the sale of James Dewhurst Limited to a large Belgian textile group. Latterly, Mr. Bentley joined the Board of Directors of Frenkel Topping Group, an independent financial advisor and fund management business, which is quoted on AIM of the London Stock Exchange. He retired his executive responsibilities in early 2020.  He is a Fellow of the Institute of Chartered Accountants and qualified with Whinney Murray & Co (now Ernst & Young) in London. He is also a Fellow of the Association of Corporate Treasurers.

IORDANIS AIVAZIS, MEMBER (INDEPENDENT NON EXECUTIVE)

Mr. Aivazis was appointed to the Board of Directors in November 2017.  He worked at senior positions with Greek and foreign banks in Athens, Greece, and he was Chief Financial Officer and Chief Operating Officer with Hellenic Telecoms (OTE S.A.). Following the acquisition of OTE by Deutsche Telekom (DT), he joined OTE’s Board of Directors as an executive member and DT’s European Management Board.  Currently, he is Chair of the BoD of SFS a subsidiary company owned by Bain Capital Credit,as well as a Member of the Board of Directors (NED) of Hellenic Petroleum (HELPE) S.A.  He is also Chair of the Special Liquidations Committee of the Bank of Greece. He graduated from Athens University with a degree in Economics (Department of Politics and Economics). He completed his postgraduate studies at the University of Lancaster (UK) where he obtained a Postgraduate Diploma in Economics and a Master of Arts (M.A.) in Marketing and Finance.

PHILIPPE COSTELETOS, MEMBER (INDEPENDENT NON-EXECUTIVE)

Mr. Philippe Costeletos has over three decades of private investment and board governance experience and is the Founder of Stemar Capital Partners (SCP), an investment firm focused on building long-term investment platforms. He was formerly Chairman of International of Colony Capital, a global real estate and investment management firm. Previously, he was Head of Europe at TPG, a leading global private investment firm and a member of TPG’s Global Management and Investment Committees. Prior to that, Mr Costeletos was member of the Management Committee at Investcorp, a leading manager of alternative investment products. Previously, Mr. Costeletos held positions at JP Morgan Capital, JP Morgan’s Private Equity Group and Morgan Stanley.  Mr. Costeletos is Senior Independent Director, Chairman of the Remuneration and Conflicts Committees and a member of the Nominations and Valuation Committee of RIT Capital Partners. He is Chairman of Mistral Fertility and a board member of Digital Care, Vangest Group and Generation Home. He is a Senior Advisor to the Blackstone Group. Mr. Costeletos is a member of the President’s Council on International Activities at Yale University and the Yale Center for Emotional Intelligence Advisory Board. He graduated magna cum laude with a BA with distinction in Mathematics from Yale University and received an MBA from Columbia University.

ZULIKAT WURAOLA ABIOLA, MEMBER (INDEPENDENT NON-EXECUTIVE)

Miss Wura Abiola is the Managing Director of Management Transformation, serving clients in the areas of leadership, governance, organizational development, risk management, strategy and public sector policy consulting since 1999. Miss Abiola is the Chair of the FMDQ Debt Capital Markets Development/ Infrastructure Finance Sub-Committee and a Director on the Boards of Beta Glass Nigeria PLC, OakGold Ltd, Cayman Islands Ltd, Appzone Nig Ltd and Nibra Designs Nig Ltd. She is also a Senior Lecturer (Adjunct) – Organisational Development at the University of Lagos and a member of the Nigerian Chartered Institute of Bankers (CIBN) Research, Strategy and Advocacy Committee. Committed to the development of the Nigerian financial sector, she served on the Nigeria Financial Sector Strategy (FSS) 2020 Subcommittee on Human Capital Development Strategy. Before 1999, Miss Abiola was a management consultant at McKinsey & Co and project supervisor at Vitol S.A. She holds a B.Sc. in Accounting from the University of San Francisco (summa cum laude), MBA (specializing in the Management of Innovation and Technology) from Imperial College, London University & École Nationale des Ponts et Chaussées in Paris, and Ph.D. in Organizational Behavior (1997) from Imperial College, London University. She also holds a diploma in Environmental Risk Assessment and Management from the Harvard School of Public Health and is an associate member of the International Coach Federation and a certified Global Professional in Human Resources (GPHR) by the Society for Human Resource Management.


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, ICM Division Director

Nick was appointed to the position of Chief Commercial Officer ICM in March 2016 and in September 2018 he assumed the role of ICM Division Director. 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.

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.

Costas Dintsios, Frigoserve Director

Costas was appointed to the position of Frigoserve Director in September 2018. He has extensive knowledge and experience in Service and B2B commercial. He holds a Bachelor’s Degree in Mechanical Engineering and a Master’s Degree in Industrial Management, both from Aristotle University of Thessaloniki. Prior to joining Frigoglass, Costas held the role of General Manager for Greece and Israel in Ingersoll Rand.

Emmanouil Metaxakis, Group Chief Financial Officer

Emmanouil was appointed to the position of Group Chief Financial Officer in April 2021. He has joined Frigoglass in June 2010 as Financial Planning and Analysis Supervisor and has a proven track record and broad experience gained from senior financial positions within Frigoglass. Prior to joining Frigoglass, Manos spent five years with Deloitte management consulting. He holds a Bachelor in Business Administration from the University of Piraeus and a Master in Corporate Finance from SDA Bocconi.

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.

 

 

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 Company’s Audit Committee, taking into consideration the resolution of 14.12.2020 of the Extraordinary General Meeting of the Company’s shareholders and specifically its appointment as an independent committee, in accordance with the provisions of article 44 of Law 4449/2017, as in force, consisting of a total of three (3) members, comprised in particular of two (2) Independent Members of the Board of Directors and one (1) third party (non-member of the Board of Directors), unanimously decided during its meeting on the 22.12.2020, its convention as a body as follows:

 

Chairman: George Samothrakis – Third party (Non-member of the BOD) and Independent
Member: Zulikat Wuraola Abiola – Independent Non-executive member of BoD
Member: Stephen Bentley – Independent Non-executive member of BoD

 

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, Remuneration and Nomination 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 inter alia 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, Assess the suitability of Board members.

 

The Human Resources, Remuneration and Nomination Committee, which is appointed by the Board, is comprised of the following three (3) non-executive Board members:

 

Chairman:          Iordanis Aivazis – Independent/ Non‐executive

Member:            George Pavlos Leventis ‐ Non‐executive

Member:            John Costopoulos – Independent/ Non‐executive

 

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 Strategy and Corporate Development, as well as to evaluate and suggest to the Board new proposals for investments and/or Company expansion according to the defined strategy of the Company. 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, which is appointed by the Board, is comprised of 3 members, two of which are non-executive, and is formed as follows:

 

Member:             Haralambos (Harry) G. David ‐ Non‐executive

Member:             Nikolaos Mamoulis ‐ Executive

Member:             Filippos Kosteletos ‐ Non‐executive

 

The formation of the new Investment Committee into a body and the appointment of its Chairman by its members will take place at its first meeting in 2021.

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)