Corporate Governance

Our overall established rules and business practices ensure DIMAND's ongoing and efficient operation, to the benefit of our shareholders and other third parties.

Our Management Team

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Board of Directors

The composition of the Board of Directors is the following:

  1. Constantine Gonticas, Chairman of the BoD, independent non-executive member
  2. Dimitris Andriopoulos, Vice Chairman and Chief Executive Officer, executive member
  3. Nikos Dimtsas, executive member
  4. Despoina Dagtzi – Giannakaki, executive member
  5. Michalis Anastasopoulos, executive member
  6. Maria Ioannidou, executive member
  7. Olga Itsiou, executive member
  8. Nikolaos Ηaritos, independent non-executive member
  9. Emmanuel (Manos) Pelidis, non-executive member
  10. Panagiota (Peggy) Antonakou, independent non-executive member

Download the Curricula Vitae of the members of the board of directors, and DIMAND’s Suitability Policy (in Greek) on the following links.

BoD Reports

Download the BoD Reports (in Greek) on the following links.

Codified Articles of Association

Download DIMAND’s Codified Articles of Association (in Greek) on the following link.  

Internal Regulation

Download the summary of DIMAND’s Internal Regulation (in Greek) on the following link.  

ARCELA Internal Regulation

Download the summary of ARCELA’s Internal Regulation (in Greek) on the following link.  

Audit Committee

The Audit Committee has been established in accordance with the requirements of the provisions of L.4449 / 2017 (article 44) as updated with L.4706 / 2020. The Audit Committee aims to support the Board of Directors of the Company in order to supervise the process of statutory audit and financial information more effectively, the operation of the Internal Control System (ICS) and the Corporate Governance System (CGS), as well as in issues of the ‘Sustainable Development Policy’.

The main responsibilities of the Audit Committee are indicatively as follows:

  • It monitors the process and the performance of the statutory audit ofthe financial statements of the Company. In this context, it informs the Board of Directors for the issues that arose from the performance of the statutory audit.
  • It is responsible for the selection of certified auditors accountants or audit firms and the determination of their remuneration, and nominates the certified auditors accountants or the audit firms to be appointed.
  • It oversees and monitors the independence of certified auditors accountants or audit firms and the appropriateness of non-audit services provided to the Company.
  • monitors, reviews and evaluates the financial reporting preparation process, i.e. the production systems and mechanisms, and the flow and diffusion of the financial information produced by the Company’s organisational units involved.
  • Assessment of the material issues and risks likely to impact the financial statements, and review of the Management’s critical accounting estimates and judgements in the preparation of the financial statements.
  • supervises the implementation of the Corporate Governance System (CGS), adopted by the Board of Directors and evaluates periodically, at least every three (3) years, its implementation and effectiveness.
  • It monitors the efficiency of the Internal Control System (ICS), principally through the work of the Internal Audit Unit and certified auditor accountant and submits its proposals, to the Company’s Board of Directors.
  • It supervises and oversees the proper functioning of the Internal Audit Unit according to professional standards and in compliance with the current legal and regulatory framework, and evaluates its work, adequacy and efficiency, without however affecting its independence.
  • It submits an Annual Activity Report in the Annual Financial Report of the Company and to the Ordinary General Meeting of the Company’s Shareholders.
  • It supervises and oversees the operation and work of the Compliance and Risk Management Units.

The Audit Committee currently consists of the following members:

  1. Nikolaos Ηaritos, Chairman of the Audit Committee and independent non-executive member of the BoD
  2. Constantine Gonticas, Member of the Audit Committee and Chairman of the BoD, independent non-executive member
  3. Emmanuel (Manos) Pelidis, Member of the Audit Committee and non-executive member of the BoD

Download the information on DIMAND’s Audit Committee Charter (in Greek) on the following link.

Internal Audit

The Internal Audit Unit is an independent, impartial, assurance and advisory activity, designed to add value and improve Company’s operations. It helps the Company attain its goals by offering a systematic scientific approach to the assessment and improvement of risk management, internal control systems and corporate governance procedures.

Internal Audit Unit is an independent organizational unit within the Company. Chief Internal Auditor reports functionally to the Audit Committee and administratively to the CEO.

Internal Audit complies with the International Professional Practices Framework and the Code of Ethics (Code of Conduct) of the International Institute of Internal Auditors (IIA) and operates in accordance with its detailed Charter, as approved by the Board of Directors decision dated 24.03.2022.

Mr. George Thivaios is the Chief Internal Auditor of DIMAND since 2019. He holds a Bachelor’s degree in Business Administration from University of Piraeus, as well as a Master’s degree in Applied Economics and Finance from Athens University of Economics and Business.

After graduation he worked as an auditor in the areas of tax compliance, cost controlling, internal audit, corporate governance, regulatory compliance and risk management (EY, Inform P. Lykos S.A., PwC).

He holds the Certification in Risk Management Assurance (CRMA) by the IIA, and he is a Certified Fraud Examiner (CFE), a Certified Internal Controls Auditor (CICA) and a Certified Information Privacy Professional/Europe (CIPP/E).

He is a member of the Hellenic Institute of Internal Auditors (H.I.I.A.), of the Institute of Internal Auditors (I.I.A.), of the Association of Certified Fraud Examiners (ACFE), of the International Association of Privacy Professionals (IAPP), of the Institute for Internal Controls (IIC) and of the Economic Chamber of Greece.

Remuneration & Nomination Committee

The Remuneration & Nomination Committee was established by decision of the Company’s Board of Directors and is responsible to assist the Board in the attraction of specialized executive staff for becoming a Board member as well as in performing its duties regarding the establishment and monitoring of the application of the remuneration policy of the Board members and the management team of the Company.

  1. Panagiota (Peggy) Antonakou, Chairman of the Remuneration & Nomination Committee, and independent non-executive member of the BoD
  2. Nikolaos Ηaritos, Member of the Remuneration & Nomination Committee, and independent non-executive member of the BoD
  3. Emmanuel (Manos) Pelidis, Member of the Remuneration & Nomination Committee, and non-executive member of the BoD

Download the DIMAND Remuneration & Nomination Committee Charter and the Remuneration Policy (in Greek) on the following links.

Investor Relations & Corporate Announcements Unit

The Company has established the Investor Relations & Corporate Announcements Unit which has -amongst others- the following responsibilities:
The obligations to inform/disclose the investing public arising from the applicable stock market legislation and the relevant decisions of the Hellenic Capital Market Commission.

The management of relations with the Company’s existing shareholders and the wider investing public.

The organization and conduct of the required presentations (ordinary and extraordinary) for the Company’s activities to existing shareholders as well as potential investors (private and institutional investors).

Following a decision of the Company’s Board of Directors on 22.03.2022, Mrs. Eleftheria (Teta) Karachaliou (tel. +30 210 8774200, e-mail: ir@dimand.gr) has been appointed as the Company’s Investor Relations & Corporate Announcements Officer.

Corporate Governance Code

Download DIMAND’s Corporate Governance Code (in Greek) on the following link. 

Code of Conduct

DIMAND S.A following the 22.03.2022 decision of its Board of Directors has adopted and applies the Hellenic Corporate Governance Code of the Hellenic Corporate Governance Council (an acknowledged body in accordance with the provisions of article 17 of Law 4706/2020 and article 4 of Decision 2/905 / 3.3.2021 of the Hellenic Capital Market Commission’s Board of Directors) with the deviations which will be explicitly identified in the Corporate Governance Statement, included in the Annual Financial Report.

Download the Greek Corporate Governance Code on the following link.

Whistleblowing

Download DIMAND’s Whistleblowing Policy and Workplace non-discrimination, anti-harassment, and violence prevention policy (in Greek) on the following link.