Statement of Significant Differences between Frakapor Logistics Hellas S.A.’s Corporate Governance Practices and the Athens Stock Exchange (ATHEX). Corporate Governance Standards.
Pursuant to an exception for foreign private issuers, Frakapor Logistics Hellas S.A., a Bermuda company (the “Company”) is not required to comply with the corporate governance practices followed by Greece companies under the ATHEX listing standards. However, pursuant to Section 303.A.11 of the ATHEX Listed Company Manual, we are required to state any significant differences between our corporate governance practices and the practices required by the ATHEX. We believe that our established practices in the area of corporate governance are in line with the spirit of the ATHEX standards and provide adequate protection to our shareholders. The significant differences between our corporate governance practices and the ATHEX standards applicable to listed Greece companies are set forth below.
The ATHEX requires that non-management directors meet regularly in executive sessions without management. The ATHEX also requires that all independent directors meet in an executive session at least once a year. As permitted under Bermuda law and our byelaws, our non-management directors do not regularly hold executive sessions without management and we do not expect them to do so in the future.
Nominating/Corporate Governance Committee
The ATHEX requires that a listed Greece company have a nominating/corporate governance committee of independent directors and a committee charter specifying the purpose, duties and evaluation procedures of the committee. As permitted under Bermuda law and our byelaws, we do not currently have a nominating or corporate governance committee.
The ATHEX requires, among other things, that a listed Greece company have an audit committee with a minimum of three members. As permitted by Rule 10A-3 under the Securities Exchange Act of 1934, our audit committee consists of one independent member of our Board of Directors.
Corporate Governance Guidelines
The ATHEX requires Greece companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation. We are not required to adopt such guidelines under Bermuda law and we have not adopted such guidelines. We do encourage our shareholders that wish to learn more about our governance practices to review our Annual Report on Form 20-F which has been publicly filed with the Greece Securities and Exchange Commission and is available on our web-site, www.frakapor.gr