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Corporate Governance Code of Cyprus

CONTENTS

A. DIRECTORSEvery listed company should be governed by an effectiveBoard of Directors, which must guide and control the company.

A.1 The Board of DirectorsThe Board of Directors should include the number ofnon-executive directors and with enough abilities, knowledgeand experience, so that their opinions may carry considerableweight in the Boards decision-making. Non-executive directorsshould include no less than a third of the Board.

A.2 Board Balance

A.3 Supply of InformationThe Board of Directors should receive timely, reliable anddetailed information to allow it to carry out its duties.A.4 Appointments to the BoardThere should be a formal and clear procedure for theappointment of new directors. The Board of Directors should be madeup of suitable and competent individuals able to participate on theBoard of Directors of the company.

A.5 Re-electionAll directors should be required to submit themselves for reelectionat regular intervals and at least every three years.

B. DIRECTORS REMUNERATIONCompanies should introduce official and transparentprocedures for the development of policy as regards the remunerationof executive directors as well as the level of remuneration of eachindividual director. No director should be involved in the decision makingprocess concerning his/her own remuneration.

B.1 Level and Make-up of RemunerationThe level of remuneration should be enough to attract andkeep the services of directors who strengthen the management of thecompany, but companies should avoid paying more than is necessaryfor this purpose. It is recommended that a proportion of theremuneration of executive directors be structured in such a way as tolink rewards with the companys and the individuals overall

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performance.

B.2 DisclosureThe Companys report on corporate governance shouldcontain a statement on remuneration policy and related criteria as well

as details of the remuneration of both executive and non-executivedirectors. These amounts should be broken down into remuneration forservices rendered as a director and remuneration for executive services.The total amount of remuneration of executive directors should bedivided into groups of 50.000 (total remuneration and number ofdirectors by category e.g. three executive directors with remunerationbetween 50.000 and 100.000).

C. ACCOUNTABILITY AND AUDITThe Board of Directors should submit a balanced, detailedand understandable assessment of the companys position and

prospects.

C.1 Financial ReportingThe Board of Directors should submit a balanced, detailedand understandable assessment of the companys position andprospects.

C.2 Internal ControlThe Board of Directors should maintain a healthy system ofinternal control in order to safeguard shareholders investments and thecompanys assets.

C.3 Audit Committee, Auditors, and Compliance withthe CodeThe Board of Directors should introduce formal andclear procedures as regards the way in which the principlesgoverning financial reporting, corporate governance and internalauditing are to be applied and that a suitable relationship is maintainedwith the companys auditors.

D. RELATIONS WITH SHAREHOLDERSBoards should use the Annual General Meeting in order tocommunicate with investors and encourage their participation.

D.1 Constructive use of the AGMThe shareholders and the board of directors should use the AGM usefully andeffectively.

D.2 The Equitable Treatment of ShareholdersThe practice of corporate governance should stem from the

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principle of equal treatment of all shareholders, all categories ofshareholders, including minority shareholders and foreignshareholders. The procedures at an AGM should guarantee theequitable treatment of all shareholders.