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
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CORPORATE GOVERNANCE CODE

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.

Data Protection Policy
Frigoglass Employees Privacy Notice
Code of Business Conduct
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. He has worked as a certified investment advisor with Credit Suisse in New York. During his career, he held several executive pos itions within Leventis Group of Companies. He is also a Board member of A.G. Leventis (Nigeria) PLC, the Nigerian Bottling Company PLC, Beta Glass (Nigeria) PLC, Ideal Group, Quest Energy and Pikwik (Nigeria) Ltd. Has served on the boards of Alpha Finance, Hellenic Public Power Corporation and Emporiki Bank (Credit Agricole). Mr. David is a graduate of Providence College in the US.

George Leventis, Vice Chairman (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 a 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.

Nikos Mamoulis, Chief Executive Officer (Executive)

Nikos 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 twenty-five years of experience in senior financial positions within different business sectors. Before joining Frigoglass, Nikos was with Coca-Cola HBC 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.

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 (Coca-Cola HBC), where he also served as an Executive Board member. He also 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).

Evangelos Kaloussis, Member (independent non-executive)

Evangelos Kaloussis was appointed to the Board of Directors in June 2006. Currently, Mr. Kaloussis is chairman of the Federation of the Hellenic Food Industries (SEVT-since 2006) and Chairman of Terra Creta SA. He is also member of the board of the European Federation of Food & Drink Industries (FoodDrinkEurope) in Brussels since June 2015. Mr. Kaloussis is also a member of the board of directors of Food Bank & Vice President of the Foundation for Economic & Industrial Research (IOBE), while he was a 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, South Africa and Greece. He holds a master’s 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.

Ioannis Costopoulos, Member (independent non-executive)

Ioannis Costopoulos is currently working for the company Société d’Etudes Techniques et Economiques S.A. (SETE S.A.) in Geneva, Switzerland. He is a Board member of Fourlis Holdings S.A. and Austriacard AG 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 the 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 his 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 Board member of the Hellenic Federation of Enterprises (SEV) and the Foundation for Economic & Industrial Research (IOBE) in Athens. 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.

JEREMY JENSEN, MEMBER (INDEPENDENT NON EXECUTIVE)

Jeremy Jensen was appointed to the Board of Directors in December 2017. Mr. Jensen is a financial and managerial consultant. He has comprehensive experience in both managerial and financial roles as a non-executive director in Board of Directors of a wide range of industries and has chaired several board committees. Mr. Jensen was Chief Financial Officer of Cable and Wireless Worldwide, a British telecommunications company, and also held a number of senior financial and general management roles at Reuters, in Europe, Middle East, Far East and Africa. He is currently a non-executive member of the Board of Directors of Stemcor Group, the world’s largest steel logistics trading company, and Vice Chairman of the Chelsea and Westminster Hospital. Mr. Jensen is a UK qualified chartered accountant and holds a degree in Economics (Bsc) from the London School of Economics

STEPHEN BENTLEY, MEMBER (INDEPENDENT NON EXECUTIVE)

Stephen Bentley was appointed to the Board of Directors in December 2017. Mr. Bentley is a Chartered Accountant (with BA Hons in Accountancy) who has over thirty years’ experience as chief financial officer of publicly quoted and private equity backed businesses in the UK. Mr. Bentley was previously Group Finance Director of Tricentrol PLC, which was a UK 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 UK and in the USA; TDG PLC, a leading logistics company in the UK with operations in Continental Europe; and Brunner Mond PLC, a medium sized chemical manufacturer with production in the UK, the Netherlands and Kenya where he led the company’s initial public offering of shares. More recently 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. Mr. Bentley has most recently joined the Board of Directors of Frenkel Topping Group, an independent financial advisor and fund management business, which is quoted on AIM of the LSE. 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)

Iordanis Aivazis was appointed to the Board of Directors in December 2017. Born in 24th February 1950, Cairo. He is a graduate from the University of Athens with a degree in Economics (Political and Economics Science Department). He completed his postgraduate studies at the University of Lancaster (Postgraduate Diploma in Economics) and M.A. in Marketing and Finance. Worked at senior positions with national and foreign banks in Greece and he was CFO and Chief Operating Officer of OTE A.E. After the Deutsche Telekom’s (DT) acquisition of OTE A.E he was a member of OTE’s Board of Directors and DT’s European Management Board. In addition, he was a member of Greek listed companies’ Board of Directors. Currently he is Chairman of the Board of Directors of HCL, a subsidiary of Davidson & Kempner and Bain Capital Credit, being at the same time a Special Adviser of Bain for investment in Greece, as well as a non-executive director of Regency Entertainment S.A. He is an English and French speaker.


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.

Charalampos Goritsas, Group Chief Financial Officer

Charalampos was appointed to the position of Group Chief Financial Officer in August 2018. He has extensive knowledge in Financial Planning, Controlling and Commercial Finance, with more than 25 years of experience in senior finance roles with multinational companies. He holds a Bachelor of Science in Finance & Accounting from Athens University of Economics & Business and a Master in Business Administration from ALBA Graduate Business School. Prior to joining Frigoglass, Charalampos held the role of Pricing Director Europe in Diageo.

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, Group Digital Transformation Director

Vassilis was appointed Group Digital Transformation Director in September 2018. He joined Frigoglass in 1996, as Finance Manager in 3P. He has held several senior leadership positions in Finance, Manufacturing, General Management and Service. 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 have been appointed by the Extraordinary General Meeting of the Company that took place on 14.12.2017 as per the provisions of Law 4449/2017 and are the following:

 

Chairman: Kyriakos Riris – Non-executive/ Independent

Member: Loukas Komis – Non-executive

Member: Ioannis Costopoulos – Non-executive/ Independent

 

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, is comprised of the following 3 non-executive Board members:

 

Chairman: Iordanis Aivazis – Independent/ Non-executive

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

Member: Evaggelos Kaloussis – 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 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, which is appointed by the Board, is comprised of 4 members, two of which are non-executive, and is formed as follows:

 

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

Member: Nikolaos Mamoulis – Executive

Member: Loucas Komis – Non-executive

Member: Fafalios Manolis – 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)