ANNUAL REMUNERATION REPORT FOR THE BOARD OF DIRECTORS
(article 112 L.4548/2018)
The Board of Directors of the company named "LOULIS FOOD INGREDIENTS S.A.", according with the recommendation of the Renumeration Committee, submits this "Remuneration Report (the "Report") for discussion as a matter of the fourth (4th) item of the agenda of the Ordinary General Assembly of shareholders of the company to be held on the 7 June 2023, in accordance with article 112 of L.4548/2018, as amended and in force.
The total remuneration of the members of the Company's Board of Directors complies with the approved Remuneration Policy of the Company and the legislation. In particular, the Remuneration Policy includes the Company's principles for calculating the remuneration of the members of the Board of Directors, the parameters for calculating the variable remuneration of executive members, as well as the quantitative and qualitative criteria that are taken into account. The Remuneration Policy also incorporates the main elements of the individual employment and service contracts of the members of the Board of Directors.
The Report includes a comprehensive overview of the total remuneration of the members of the Company's Board of Directors for the last fiscal year (2022) and all information as a minimum required by law.
Following the Ordinary General Assembly, it will be available on the corporate website of the Company for a time period of ten (10) years, as required by Law.
According to Law, the shareholders' vote is advisory, and the BoD of the company will explain in the next Report the way the votes result of the Ordinary General Assembly of the 7th June 2023 have been taken into account.
During the preparation of this renumeration report, pursuant to paragraph 3 of article 112 of Law 4548/2018, the result of the shareholders' vote at the Ordinary General Meeting of 22.6.2022 was taken into account, as there was a wide positive vote on the earnings report 2021, ie 100% of the shareholders present.
Below is the Remuneration Report:
Total Remuneration of the Members of the Board of Directors of "LOULIS FOOD INGREDIENTS S.A." for the year 2022 (article 112 par. 2 a΄ of L. 4548/2018 as in force).
Α. Monetary remuneration | Β. Νon- | ||||||||||||||
monetary | |||||||||||||||
Α.1 Fixed remuneration | Α.2 Variable remuneration | remuneration | |||||||||||||
Remuneration | Extraordinary | Extraordinary | |||||||||||||
for | gross | gross | ΣΥΝΟΛΟ | ||||||||||||
Remuneration | participation | remuneration | remuneration | Contribution | Ratio | ΕΤΗΣΙΩΝ | |||||||||
for | to a | (Performance | (Performance | to the profits | Fixed and | ΑΠΟΔΟΧΩΝ | |||||||||
Annual gross | participation | Committee of | within the | in subsequent | of the fiscal | Variable | Other | & | |||||||
NAME | TITLE | salaries | to the BoD | the BoD | year) | years) | year | Remuneration | Benefits1 | ΠΑΡΟΧΩΝ | |||||
Chairman of BoD- | 179.434,96 | ||||||||||||||
Nikolaos Loulis | Executive Member | 22.998,01 | 0,00 | 0,00 | 0,00 | 0,00 | 128.070,45 | 15,2% / 84,8% | 28.366,50 | ||||||
Vice Chairman of BoD | |||||||||||||||
Independent Non- Executive | 0,00 | ||||||||||||||
Elisavet Kapelanou - Alexandri | Member | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | |||||||
CEO | 165.355,02 | ||||||||||||||
Nikolaos Fotopoulos | Executive Member of BoD | 60.304,21 | 0,00 | 0,00 | 0,00 | 0,00 | 91.095,94 | 39,8% / 60,2% | 13.954,87 | ||||||
Independent Non- Executive | 0,00 | ||||||||||||||
Georgios Taniskidis | Member of BoD | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | |||||||
Independent Non- Executive | 0,00 | ||||||||||||||
Konstantinos Macheras | Member of BoD | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | |||||||
Spyridon Theodoropoulos | Non- Executive Member of BoD | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | ||||||
Fabbri Gianluca | Non- Executive Member of BoD | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | ||||||
Executive Member of BoD | 0,00 | ||||||||||||||
Georgios Mourelatos | (1/6/2021 - 22/6/2022) | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | |||||||
Independent Non- Executive | |||||||||||||||
Member of BoD | 2.400,00 | ||||||||||||||
Andreas Koutoupis | (1/6/2021 - 22/6/2022) | 0,00 | 0,00 | 2.400,00 | 0,00 | 0,00 | 0,00 | 100% / 0% | 0,00 | ||||||
Khedaim Abdulla Saeed Faris | Non- Executive Member of BoD | 0,00 | |||||||||||||
Alderei | (1/6/2021 - 22/6/2022) | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | |||||||
Total | 83.302,22 | 0,00 | 2.400,00 | 0,00 | 0,00 | 219.166,39 | 28,1% / 71,9% | 42.321,37 | 347.189,98 | ||||||
Comparative Table of the Total Annual Remuneration of the Members of the Board of Directors of "LOULIS FOOD INGREDIENTS S.A." and Average Annual Gross Remuneration of Employees (except for members of BoD) for the years 2018 - 2022 (article 112 par. 2 b΄ of L. 4548/2018 as in force).
GROSS AVERAGE | ||||||||
GROSS ANNUAL | ANNUAL | ANNUAL | ||||||
REMUNERATION | REMUNERATION | COMPANY | ||||||
AND BENEFITS | YEARLY | YEARLY | NON- EXECUTIVE | YEARLY | YEARLY | PERFORMANCE | YEARLY | |
YEAR | BoD MEMBERS | DIF (€) | DIF (%) | EMPLOYEES | DIF (€) | DIF (%) | (EBITDA) | DIF (€) |
2022 | 347.190 | 2.424 | 0,7% | 27.904 | 3.179 | 12,9% | 10.055.606 | 40,5% |
2021 | 344.766 | 40.744 | 13,4% | 24.725 | -918 | -3,6% | 7.157.266 | -20,1% |
2020 | 304.022 | -69.378 | -18,6% | 25.643 | 2.035 | 8,6% | 8.959.172 | -17,0% |
2019 | 373.400 | 6.286 | 1,7% | 23.608 | -342 | -1,4% | 10.788.123 | 15,2% |
2018 | 367.114 | 23.950 | 9.361.954 |
It is noted that:
-
The members of the Board of Directors do not receive any type of remuneration by any other
Group companies (article 112 par. 2 c΄ of L. 4548/2018 as in effect). - No stocks or stock options have been granted or offered to members of the Board of Directors (article 112 par. 2 d΄ and e΄ of L. 4548/2018 as in effect).
-
The possibility for recovery of variable remuneration provided in the Company's
Remuneration Policy has not been used (article 112 par. 2 f΄ of L. 4548/2018 as in effect). - As a temporary deviation from the Remuneration Policy concerning the payment of remuneration to the non-executive members of the Board of Directors, which was decided by the 18-7-2022 decision of the Board of Directors following the 15-7-2022 recommendation of the Remuneration and Nomination Committee, no remuneration was paid for the year 2022 to the non-executive members of the Board of Directors for their participation therein. As the non-executive members of the Board of Directors are important personalities and participate honorably in the Board of Directors, additionally with the difficult international financial situation, it was unanimously accepted by all the members of the Board of Directors that the remuneration to the non-executive members of the Board of Directors is not deemed necessary and/or desirable for the year 2022. The possibility of payment of remuneration for 2023 will be examined by the Board of Directors at its latest meeting, after taking into account the financial data of the Company and the international financial conditions. For the rest, the Company is totally in compliance with the Remuneration Policy as approved by the Ordinary General Meeting of 1-6-2021.
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Loulis Mills SA published this content on 17 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 May 2023 11:30:08 UTC.