Governance

CORPORATE GOVERNANCE

At Qualco Group, corporate governance is a cornerstone of effective and ethical business conduct. It goes beyond regulatory compliance, serving as a strategic framework supporting sustainable growth, sound management, and protecting stakeholder interests.

Our governance framework is built on integrity, transparency, accountability, and adherence to applicable legal and regulatory standards. These principles guide the conduct of the Group’s operations across all jurisdictions in which it operates.

Qualco Group S.A. has adopted the corporate governance code of The Hellenic Corporate Governance Council June 2021.

We have adopted the Corporate Governance Code of the Hellenic Corporate Governance Council as part of our commitment to robust governance. This Code provides a clear and coherent structure, defining the roles and responsibilities of governing bodies, outlining procedures for risk management and internal controls, and establishing mechanisms for stakeholder engagement. It ensures that our practices align with national regulations and global benchmarks.

The Board of Directors leads our organisation’s overarching governance structure and is responsible for setting strategic direction, determining risk appetite, establishing corporate policies, and shaping organisational culture. The Board also oversees senior management performance, ensuring that strategic objectives align with the interests of shareholders and other stakeholders.

The following standing committees support the Board:

• Audit Committee: Oversees the accuracy and integrity of financial reporting, assesses the effectiveness of internal control and risk management systems, and monitors internal and external audit functions.
• Nomination and Remuneration Committee: Responsible for succession planning, executive appointments, and developing remuneration policies that align performance with the organisation’s long-term strategic goals.

In addition, each subsidiary and business unit operates under its own Board of Directors and management teams, fully compliant with their respective jurisdictions’ legal and regulatory requirements. This model ensures operational autonomy and consistently applies our governance principles.

We uphold high accountability standards, support responsible decision-making, promote ethical conduct, and ensure effective risk management. We remain committed to continuously evolving our governance practices to meet the challenges of an increasingly complex and dynamic business environment.

COMPLIANCE

The guiding principle is that everyone in Qualco Group of Companies is expected to act with integrity, efficiency and transparency in all they do. Decisions are taken based on doing the right thing without compromising the ethical standards.

The organisation’s employees are committed to treating customers and external parties fairly and without manipulation, concealment, or abuse of privileged information.

Products and services are designed to meet customer needs and expectations, focusing on excellence and high quality.

Compliance and adherence to the laws and regulations we operate are necessary to meet the expectations of the organisation’s stakeholders, associates, and clients. A strict governance framework that covers all operational stages is in place to secure them.

This framework covers and regulates all aspects of potential compliance risks based on the legal and regulatory framework applicable to the activities throughout the organisation.

Our policies, directives, and principles govern business activities and relationships while being integral to serving and sustaining stakeholder relationships and creating a unified culture based on commonly accepted values.

RISK MANAGEMENT

The Risk Management & Internal Controls Department, operating under Law 4706/2020, aims to ensure that risk management practices are scaled appropriately to the size and complexity of each Group company. While the Group’s companies differ significantly in their business activities, they share core characteristics that necessitate a unified, integrated approach to risk management.

Governance & Charter

The Risk Management & Internal Controls function operates under a formal Charter, outlining its responsibilities for designing risk management methodologies, developing strategies to address significant risks, ensuring transparency and accountability, and fostering a strong risk culture.

-A dedicated unit, reporting to the Group Risk, Compliance and Sustainability Committee, oversees the design, implementation, and continuous monitoring of the Risk Management & Internal Controls framework.

Alignment with Standards & Frameworks
– Qualco Group’s Risk Management Framework is based on leading practices, including ISO 31000:2018 and the COSO ERM framework.
– This unified framework supports Management across all Group companies, helping align business objectives with risk management principles while enabling consistency in identifying, evaluating, and addressing risks.
– Materiality Analysis for sustainability issues also follows this integrated risk management approach, assessing impacts on the Group’s operations.

Key Components of the Risk Management Framework
The framework’s main components, which support the identification, assessment, measurement, and reporting of risk, are:

1. Risk & Control Assessment
– Identifies risks inherent to each company’s activities and environment.
-Assesses the adequacy of related internal controls to determine residual risk levels.
-Classifies risks by potential impact and likelihood.

2. Internal Controls
-Policies, processes, and mechanisms designed to assess, mitigate, and monitor risks.
– Embedded throughout operations to ensure consistent effectiveness and regularly assessed as part of Internal Controls reviews.

3. Key Risk Indicators (KRIs)
– Helps identify and analyse measurable parameters indicating operational risk levels.
– Focuses on risk-prone activities and processes to enable proactive management.

4. Operational Risk Events
– Collects and analyses events related to operational risk, identifying root causes and defining remediation plans.

5. Scenario Analysis
– Evaluate the potential impact and likelihood of extreme operational risk events.
-Facilitates proactive mitigation and better understanding of risks under stress conditions.

6. New Mandates, Products & Processes
-Provides a proactive framework for identifying and assessing risks inherent in new products, mandates, and major operational projects.

7. Horizon Scanning
– Systematically examines information to pinpoint emerging threats, risks, and opportunities, ensuring the Group remains prepared and can incorporate mitigation strategies into decision-making.

8. Risk Awareness Program
– Offers risk management training to equip staff with the skills and tools to recognise and assess risks and opportunities in their day-to-day responsibilities.

Unified Methodology & Responsibilities
– A standard methodology across all business units and subsidiaries ensures that risks are systematically identified, analysed, and communicated promptly.
The Risk Management team tracks and reports risks per the Group’s framework, fostering consistent practices.