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FOURLIS HOLDINGS S.A.
REG. NO: 13110/06/
Β
/86/01
GENERAL ELECTRONIC COMMERCIAL REGISTRY NO: 258101000
OFFICES: 18-20, SOROU STR. (Building A) – 151 25 MAROUSI
ANNUAL FINANCIAL REPORT
For the period
1/1/2020 to 31/12/2020
(TRANSLATED FROM THE GREEK ORIGINAL)
(In accordance with Law 3556/2007)
Annual Financial Report for the period
1/1/2020 to 31/12/2020
2
Annual Financial Report for the period
1/1/2020 to 31/12/2020
3
Statements of Members of the Board of Directors
(In accordance with article 4 par. 2 L. 3556/ 2007)
The members of the Board of Directors of FOURLIS HOLDINGS SA
1.
Vassilis S. Fourlis, Chairman,
2.
Dafni A. Fourlis, Vice Chairman and
3.
Apostolos D. Petalas, CEO
We confirm that to the best of our knowledge:
a.
The
Financial
Statements
(Consolidated
and
Separate)
of
FOURLIS
HOLDINGS
SA
for
the
period
1/1/
-
31/12/2020
which
have
been
prepared
in
accordance
with
International
Financial
Reporting
Standards
as
endorsed
by
the
EU,
provide
a
true
and
fair
view
of
the
Assets,
Liabilities
and
Shareholders
Equity
along
with
the
income
statement
of
FOURLIS
HOLDINGS
S.A.
as
well
as
of
the
companies that are included in the consolidation taken as a whole.
b.
The
Annual
Report
of
Board
of
Directors
provides
a
true
and
fair
view
of
the
evolution,
performance
and
financial
position
of
FOURLIS
HOLDINGS
S.A.
and
of
the
companies
included
in
the
consolidation,
taken
as
a
whole,
as
well
as
a
description
of
the
main
risks
and
uncertainties
they
face.
Maroussi, March 22 2021
Annual Financial Report for the period
1/1/2020 to 31/12/2020
4
ANNUAL REPORT OF THE BOARD OF DIRECTORS OF THE COMPANY FOURLIS
HOLDINGS SA FOR THE PERIOD 1/1 – 31/12/2020
TO THE SHAREHOLDERS ANNUAL GENERAL ASSEMBLY OF YEAR 2021
Dear Shareholders,
This
Financial
Report
of
the
Board
of
Directors
is
for
the
period
1/1
-
31/12/2020
and
was
conducted
in
compliance
with
the
relevant
provisions
of
L.
4548/2018
as
applied
until
31/12/2020,
article
4
of
L.
3556/2007
and
resolution
7/448/22.10.2007
of
Hellenic
Capital
Market
Committee.
Consolidated
and
Separate Financial Statements comply with IFRS as adopted by EU.
Please
find
below
for
your
approval,
the
Financial
Statements
of
the
period
1/1
–
31/12/2020
of
the
Company FOURLIS HOLDINGS S.A. and the Group which consists of its direct and indirect subsidiaries.
1.
THE GROUP – Business Segments
The
FOURLIS
Group
(“Group”),
which
consists
of
the
parent
Company
FOURLIS
HOLDINGS
S.A.
(“Company”)
along
with
its
subsidiaries
and
their
subsidiaries,
is
mainly
operating
in
the
Retail
Trading
of
Home
Furniture
and
Household
Goods
(IKEA
Stores)
and
the
Retail
Trading
of
Sporting
Goods
(INTERSPORT & TAF Stores).
The
subsidiary
companies
and
their
subsidiaries
that
are
included
in
the
consolidated
financial
statements for the year 2020 grouped per segment and country of operation are the following:
Retail Trading of Home Furniture and Household Goods (IKEA Stores)
The retail trading of home furniture and household goods segment includes the following Companies:
•
HOUSEMARKET
SA
which
operates
in
Greece
and
the
parent
company
has
a
direct
shareholding
of
100%.
•
H.M.
HOUSEMARKET
(CYPRUS)
LTD
which
operates
in
Cyprus
and
the
parent
company
has
an
indirect shareholding of 100%.
•
TRADE
LOGISTICS
S.A.
which
operates
in
Greece
and
the
parent
company
has
an
indirect
shareholding
of
100%
(except
one
share).
The
retail
trading
of
home
furniture
and
household
goods
segment includes warehousing services provided by the company TRADE LOGISTICS SA.
•
RENTIS
REAL
ESTATE
INVESTMENTS
SA
which
operates
in
Greece
and
the
parent
company
has
an
indirect shareholding of 100% (except one share).
•
HOUSE
MARKET
BULGARIA
EAD
which
operates
in
Bulgaria
and
the
parent
company
has
an
indirect
shareholding of 100%.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
5
•
WYLDES
LTD
which
operates
in
Cyprus
and
the
parent
company
has
an
indirect
shareholding
of
100%.
Through
associated
companies
WYLDES
LTD,
VYNER
LTD
and
SW
SOFIA
MALL
ENTERPRISES
LTD,
the
group
has
a
shareholding
in
the
company
SOFIA
SOUTH
RING
MALL
EAD,
which
operates
one
of
the
biggest
malls
in
Sofia
Bulgaria
as
well
as
its
relevant
operating
activities.
•
TRADE
ESTATES
BULGARIA
EAD
which
operates
in
Bulgaria
and
the
parent
company
has
an
indirect
shareholding of 100%.
•
TRADE
ESTATES
CYPRUS
LTD
which
operates
in
Cyprus
and
the
parent
company
has
an
indirect
shareholding of 100%.
•
H.M.
ESTATES
CYPRUS
LTD
which
operates
in
Cyprus
and
the
parent
company
has
an
indirect
shareholding of 100%.
Retail Trading of Sporting Goods (INTERSPORT and TAF Stores)
The retail trading of sporting goods segment includes the following Companies:
•
INTERSPORT
ATHLETICS
SA
which
operates
in
Greece
and
the
parent
company
has
a
direct
shareholding of 100%.
•
INTERSPORT
ATHLETICS
(CYPRUS)
LTD
which
operates
in
Cyprus
and
the
parent
company
has
an
indirect shareholding of 100%.
•
GENCO
BULGARIA
EOOD
which
operates
in
Bulgaria
and
the
parent
company
has
an
indirect
shareholding of 100%.
•
INTERSPORT
ATLETİK
MAĞAZACILIK
VE
DIŞ
TİCARET
A.Ş.
which
operates
in
Turkey
and
the
parent company has an indirect shareholding of 100%.
•
TRADE
LOGISTICS
S.A.
which
operates
in
Greece
and
the
parent
company
has
an
indirect
shareholding
of
100%
(except
one
share).
The
retail
trading
of
sporting
goods
segment
includes
warehousing services provided by the company TRADE LOGISTICS SA.
•
GENCO
TRADE
SRL
which
operates
in
Romania.
The
parent
company
has
a
direct
shareholding
of
1,57% and an indirect shareholding of 98,43%.
The Group’s consolidated data include, the following affiliated companies:
•
VYNER
LTD
which
operates
in
Cyprus
and
the
subsidiary
company
WYLDES
LTD
has
a
direct
shareholding of 50%.
•
SW
SOFIA
MALL
ENTERPRISES
LTD
which
operates
in
Cyprus,
in
which
WYLDES
LTD
has
a
direct
shareholding of 50%.
•
MANTENKO
SA
which
operates
in
Greece
and
the
Company
HOUSEMARKET
SA
has
a
direct
shareholding
of
50%.
On
17/3/2020
the
subsidiary
company
HOUSEMARKET
SA
acquired
50%
of
the shares of MANTENKO SA which operates in real estate.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
6
•
POLIKENCO
SA
which
operates
in
Greece
and
the
Company
HOUSEMARKET
SA
has
a
direct
shareholding
of
50%.
On
16/7/2020
the
subsidiary
company
HOUSEMARKET
SA
acquired
50%
of
the shares of POLIK
ΕΝ
C
Ο
SA which operates in real estate.
2.
FINANCIAL DATA – IMPORTANT FACTS & FIGURES
(All the amounts are in thousands of euro unless otherwise stated)
Sales
for
retail
trading
of
Furniture
and
Household
Goods
(IKEA
Stores)
decrease
by
19,4
%
compared
to
the
corresponding
period
of
2019
while
sales
of
the
retail
trading
of
Sporting
Goods
(INTERSPORT
&
TAF
Stores)
decreased
by
22,6
%.
During
2020
Group's
retail
stores
suspended
their
operation,
by
order
of
the
governments,
in
all
countries
for
about
2-4
months,
depending
on
the
country,
in
order
to
deal
with
the
Covid-19
pandemic.
During
suspension
of
stores
operation,
the
sales
were
realized
through
the
electronic
sales
networks
(e-commerce)
either
the
click
away
&
click
in
shop
as
far
as
Greek
stores
are
concerned. More specifically:
The
retail
trading
of
Furniture
and
Household
Goods
(IKEA
Stores)
segment
,
realized
sales
of
€
243,6
million
for
the
year
2020
(2019:
€
302,3
million).
The
EBITDA
totaled
€
30,3
million
compared
to
€
39,7
million in
2019
and reported profits before tax € 3,9
million versus € 17,6
million profits in
2019.
The
retail
trading
of
Sporting
Goods
segment
(INTERSPORT
and
TAF
Stores)
,
realized
sales
of
€
127
million
for
the
year
2020
(2019:
€
164,1
million).
The
segment’s
EBITDA
for
the
year
2020
totaled
€14,3
million
compared
to
€
28,2
million
in
2019,
while
recorded
losses
before
tax
€
13,6
million
compared
to
€ 3,7 million profits in 2019.
Group’s
consolidated
losses
before
tax
amounted
to
€
11,0
million
compared
to
consolidated
profits
before
tax
€
19,5
million
in
2019.
Net
loss
amounted
to
€
8,7
million
compared
to
profit
€
11,9
million
in 2019.
In
an
effort
to
present
a
complete
and
real
view
of
the
Group’s
performance,
we
report
the
consolidated
results
per
segment
for
the
period
1/1
–
31/12/2020
versus
1/1
–
31/12/2019
at
the
following
tables
.
Amounts are in thousands of euros.
Retail Trading of Home Furniture and Household Goods (IKEA stores):
(*) The alternative performance measures selected are mentioned in note 9.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
7
Retail Trading of Sporting Goods (INTERSPORT and TAF stores)
(*) The alternative performance measures selected are mentioned in note 9.
Group Consolidated:
Net (Loss)/Profit After Tax and
Minority Interests
(*) The alternative performance measures selected are mentioned in note 9.
We
note
that
on
a
consolidated
basis
the
Group’s
Total
Equity
(after
minority
interest)
at
December
31,
2020
amounts
to
€
168,8
million
versus
an
amount
of
€
180,2
million
of
year
end
2019.
EBITDA
does
not include income from depreciation of grant assets.
3.
Basic Financial Indicators (Consolidated)
Below
please
find
basic
Indicators
for
the
Group
Financial
Structure
and
Performance
&
Efficiency
according
to
the
consolidated
financial
statements
included
in
the
Annual
Financial
Report
of
the
Group,
for the years 2020 and 2019 respectively.
Financial
Structure
Indicators:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
8
Total Current assets/Total Assets
Total current assets without Assets classified as held for sale / Total
Assets
Total Liabilities/TOTAL SHAREHOLDERS EQUITY & LIABILITIES
Total Shareholders Equity/TOTAL SHAREHOLDERS EQUITY &
LIABILITIES
Total Current assets/ Total Current Liabilities
Total current assets without Assets classified as held for sale / Total
current Liabilities without Liability arising from assets held for sale
Performance & Efficiency basic Indicators:
Operating Profit / Revenue
Loss/Profit before Tax / Total Shareholders Equity
4.
Operating Performance – Important developments:
During the period 1/1 – 31/12/2020 the following share capital changes were realised:
A. FOURLIS HOLDINGS S.A.:
1.
Following
resolution
of
the
General
Assembly
of
the
shareholders
held
on
21/12/2020
(relevant
minutes
of
the
G.A.
with
number
26/21.12.2020),
the
share
capital
of
the
company
increased
by
the
amount
of
€
9.880.942,59
by
capitalizing
part
of
the
reserve
being
formed
by
non-distributed
prior
year
profits
(retained
earnings)
and
the
increase
of
nominal
value
of
each
share
by
the
amount
of
€
0,19,
resulting the nominal value of each share to reach the amount of one euro (€1,00).
The
aforementioned
change
was
registered
to
the
General
Electronic
Commercial
Registry
(GECR)
on
13.01.2021
(Code
Registration
Number
1782688
),
with
the
relevant
2302656/13.01.2021
announcement
issued by the Minister of Finance and Development.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
9
2.
Under
the
context
of
the
Stock
Option
Plan
which
was
approved
and
established
by
the
resolution
of
the
Extraordinary
General
Assembly
of
the
shareholders
on
27/9/2013
(Stock
Option
Plan
–
hereinafter
“the
Program”),
within
the
year
2020,
87.040
options
were
exercised
(hereinafter
“the
Options”).
Following
the
resolution
of
the
Board
of
Directors
on
18/12/2020
(relevant
minutes
of
the
BoD
with
number
417/28.12.2020
),
the
exercise
of
the
aforementioned
options
from
the
corresponding
beneficiaries of the Program was certified by payment of the exercise price of the new shares.
It
is
noted
that
the
underlying
value
of
the
shares
to
which
the
remaining
stock
options
reflect,
was
initially
determined
at
the
amount
of
€3,40
per
share,
which
was
the
stock
closing
price
of
the
share
on
the
date
of
the
resolution
of
the
General
Assembly
for
the
SOP
(27/9/2013).
Already,
the
resolutions
20/11/2017,
19/11/2018
and
18/11/2019
of
the
BoD
(relevant
minutes
of
the
G.A.
with
number
389/20.11.2017,
399/19.11.2018
and
407/18.11.2019
)
resulted
to
the
readjustment
of
the
historical
share
price
of
the
Company
and
therefore
the
implemented
exercise
price
of
stock
options
of
the
SOP
is € 3,2226 per share.
Following
the
certification
of
the
payment
of
the
exercise
price
of
the
Stock
Options
by
their
beneficiaries,
namely
the
amount
of
€
280.495,10
,
87.040
new
common
nominal
shares
were
issued
and
delivered
to
the
corresponding
beneficiaries
of
the
Program,
of
nominal
value
€
1,00
per
share,
while
the
share
capital
of
the
Company
increased
by
the
amount
of
€
87.040,00
which
reflects
to
the
nominal
value
of
the
new
shares.
Moreover,
following
the
exercise
of
the
aforementioned
Options
by
payment
of
the
exercise
value,
namely
€
3,2226
per
share
according
to
the
aforementioned,
the
share
premiun,
of
total
amount €
193.455,10
, was transferred to “Share Premium reserve”.
The
aforementioned
change
was
registered
to
the
General
Electronic
Commercial
Registry
(GECR)
on
15/1/2021
(Code
Resistration
Number
2450940
),
with
the
relevant
4511/15.01.2021
announcement
issued by the Minister of Development and Investments.
Following
these
changes,
the
share
capital
of
the
Company
now
amounts
to
€
52.092.001,00
divided
into
52.092.001
shares of nominal value € 1,00 per share, totally paid.
B. INTERSPORT ATHLETICS S.A.:
Following
resolution
of
the
General
Assembly
of
the
shareholders
held
on
28/12/2020
(relevant
minutes
of
the
G.A.
with
number
43/31.12.2020
),
the
share
capital
of
the
company
increased
by
the
amount
of
€
10.000.014,60
with
cash
payment,
with
issue
of
340.716
new
shares
of
nominal
value
€
29,35
per
share.
At
the
above
total
share
capital
increase
the
only
participant
will
be
the
FOURLIS
HOLDINGS
S.A.
C. MANTENKO S.A.
:
Following
the
HOUSEMARKET
S.A.
BoD
resolution
of
17/3/2020
(relevant
minutes
of
this
company’s
BoD
with
number
430/17.03.2020),
on
17/3/2020
the
company
HOUSEMARKET
S.A.
acquired
the
half
Annual Financial Report for the period
1/1/2020 to 31/12/2020
10
number
of
shares
held
by
the
company
“TULPENBOOM
B.V.”,
located
in
VarsseveId,
Netherlands,
of
the
company
MANTENKO
S.A.
which
operates
in
Athens,
and
more
specifically
125
common
(ordinary)
nominal
vote
shares
of
nominal
value
€
100,00
each,
namely
total
cash
payment
amounted
€
12.500.
The
above
shares
corresponded
to
50%
of
the
fully
paid
share
capital
of
the
above
issuing
company
MANTENKO S.A.
Subsequently,
following
the
resolution
of
the
General
Meeting
of
the
shareholders
of
MANTENKO
S.A.
on
19/3/2020
the
share
capital
of
the
company
increased
by
the
amount
of
€
625.000
through
cash
payment
by
issuing
6.250
new
common
(ordinary)
nominal
vote
shares
of
nominal
value
€
100,00
and
selling
price
€
1.052,00
per
share.
The
shareholder
HOUSEMARKET
S.A.
participated
in
this
share
capital
increase
according
to
its
shareholding
percentage
(50%),
in
execution
of
the
decision
of
17/3/2020
of
its Board of Directors.
Following
the
above
share
capital
increase,
which
was
registered
to
the
General
Electronic
Commercial
Register
(GECR)
on
02/04/2020,
with
the
relevant
1963079/02.04.2020
announcement
issued
by
GECR
service
of
Athens
Chamber
of
Commerce
and
Industry,
the
share
capital
amounts
to
€
650.000,
divided
into 6.500 common
(ordinary) nominal vote shares
of nominal value € 100,00 per share.
D. POLIKENCO
S.A.
:
Following
the
HOUSEMARKET
S.A.
BoD
resolution
of
20/07/2020
(relevant
minutes
of
this
company’s
BoD
with
number
438/20.07.2020),
on
22/07/2020
the
company
HOUSEMARKET
S.A.
acquired
the
half
number
of
shares
held
by
the
company
“TEN
BRINKE
HELLAS
S.A”,
located
in
Athens,
of
the
company
POLIKENCO
S.A.
operates
in
Athens
real
estates
and
more
specifically
125
common
(ordinary)
nominal
vote
shares
of
nominal
value
€
100,00
each,
namely
total
cash
payment
amounted
€
12.500.
The
above
shares
corresponded
to
50%
of
the
fully
paid
share
capital
of
the
above
issuing
company
POLIKENCO
S.A.
Subsequently,
following
the
resolution
of
the
General
Meeting
of
the
shareholders
of
POLIKENCO
S.A
on
27/07/2020
the
share
capital
of
the
company
increased
by
the
amount
of
€
2.025.000,00
through
cash
payment
by
issuing
20.250
new
common
(ordinary)
nominal
vote
shares
of
nominal
value
€
100,00
and
selling
price
€
202,50
per
share.
The
shareholder
HOUSEMARKET
S.A.
participated
in
this
share
capital
increase
according
to
its
shareholding
percentage
(50%),
in
execution
of
the
resolution
of
20/07/2020 of its Board of Directors.
Following
the
above
share
capital
increase,
which
was
registered
to
the
General
Electronic
Commercial
Register
(GECR)
on
04/08/2020,
with
the
relevant
2189248/04.08.2020
announcement
issued
by
GECR
service
of
Athens
Chamber
of
Commerce
and
Industry,
the
share
capital
amounts
to
€
2.050.000,00,
divided into 20.500 common
(ordinary) nominal vote shares
of nominal value € 100,00 per share.
E. WYLDES LTD:
BoD
of
the
shareholder
HOUSEMARKET
SA
decided,
on
10/02/2020,
to
proceed
to
the
payment
of
€
Annual Financial Report for the period
1/1/2020 to 31/12/2020
11
28,00 against acquisition of 28 issued common nominal vote shares of nominal value € 1,00 per share.
The underlying price was set at € 10.000,00 for each of the aforementioned shares.
The
relevant
resolution
for
the
corresponding
share
capital
increase
of
the
company
following
the
total
payment
of
€
280.000,00
,
by
the
only
shareholder
HOUSEMARKET
SA,
of
the
underlying
amount
of
the
new shares, total amount of €
279.972,00
which resulted to the increase of share premium reserve.
After
the
aforementioned
share
capital
increase,
the
share
capital
of
the
Company
amounts
to
€
7.062,00, divided in 7.062,00 ordinary shares, of nominal value € 1,00 per share, totally paid.
It
is
also
noted
that,
WYLDES
LTD
has
an
indirect
shareholding
of
50%
in
the
company
SOFIA
SOUTH
RING
MALL
EAD
which
exploits
the
mall
owned
by
Sofia
Ring
Mall,
while
all
capitals
invested
are
towards
the development and improvement of this mall’s operation.
F. SW SOFIA MALL ENTERPRISES L
ΙΜΙΤΕ
D
:
Following
the
resolutions
of
9/12/2020
of
the
shareholder
WYLDES
LTD,
the
share
capital
increase
was
decided
for
the
total
amount
of
€
200,00
by
issuing
of
200
common
nominal
vote
shares
of
nominal
value
€
1,00
per
share
and
selling
price
the
amount
of
one
thousand
euros
(1,000.00
€)
for
each
of
the
above
shares.
The
aforementioned
resolution
was
taken
to
capitalize
advances,
totaling
two
hundred
thousand
euros
(€
200,000.00),
made
against
future
capital
increase
by
the
shareholders
of
WYLDES
LTD
and
Seasonal
Maritime
Corporation
Limited
(each
of
them
in
the
amount
of
€
100,000.00),
in
execution
of
the
resolutions
of
their
Boards
of
Directors
dated
7/4/2020.
Total
amount
of
euro
199,800.00 was increased the share premium reserve.
After
the
aforementioned
share
capital
increase
on
31/12/2020,
the
share
capital
of
the
Company
amounts to
€ 8.930,00, divided in 8.930 ordinary shares, of nominal value € 1,00 per share, totally paid.
It
is
noted
that,
following
the
total
payment
of
the
underlying
amount
of
the
new
shares
from
the
shareholders
WYLDES
LTD
and
SEASONAL
MARITIME
CORPORATION
LIMITED
which
have
a
shareholding of 50,00% each.
G. GENCO BULGARIA EOOD:
Following
the
resolution
of
the
General
Assembly
of
the
shareholders
of
the
company
held
on
13/7/2020
,
the
share
capital
of
the
company
increased
by
the
amount
of
BGN
500.000,00
by
issuing
50.000
new
common
nominal
vote
shares,
of
nominal
value
BGN
10,00
each.
The
share
capital
increase
was
totally
covered
by
the
shareholder
INTERSPORT
ATHLETICS
S.A.
following
the
resolution
of
22/6/2020
of
the
Board
of
Directors
and
was
registered
in
the
relevant
commercial
registers
on
29/7/2020
.
After
the
aforementioned
share
capital
increase,
the
share
capital
amounts
to
BGN
16.100.170,00
divided
into
1.610.017
shares of nominal value BGN 10,00 per share.
H. INTERSPORT ATLETİK MAĞAZACILIK VE DIŞ TİCARET A.Ş.:
Following
resolutions
of
the
General
Assembly
of
the
shareholders
of
the
company
held
on
1/12/2020
,
Annual Financial Report for the period
1/1/2020 to 31/12/2020
12
the
share
capital
of
the
company
increased
by
the
amount
of
€
TL
40.000.000,00
through
cash
payment,
by
issue
of
250.000.000
new
common
nominal
shares
of
nominal
value
TL
0,16
per
share.
The
share
capital
increase
was
partially
covered
by
TL
33.000.000,00
cash
by
the
shareholder
INTERSPORT
ATHLETICS
S.A.
and
secondly
by
TL
7.000.000,00
by
capitalization
of
financial
obligations.
Consequently, INT
ERSPORT ATHLETICS S.A. is the only shareholder of the new shares.
The
share
capital
increase,
was
registered
to
the
General
Electronic
Commercial
Register
(GECR)
on
10/12/2020.
Apart
from
the
above,
no
other
changes
in
the
share
capital
of
the
companies
of
the
Group
were
made
within the 2020.
The parent company
FOURLIS HOLDINGS S.A.
does not have any branches
.
Subsidiaries
and
especially
retail
companies
have
developed
and
continue
to
develop
a
significant
Stores
network in Greece and abroad.
Retail
Trading
of
Home
Furniture
and
Household
Goods
(IKEA
stores)
:
The
segment
currently
operates
seven
(7)
IKEA
Stores,
five
(5)
of
which
in
Greece,
one
(1)
in
Cyprus
and
one
(1)
in
Bulgaria.
Moreover,
six
(6)
Pick
up
&
Order
Points
with
IKEA
products
are
operating
in
Greece
in
Rhodes
Island,
Patras,
Chania,
Heraklion,
Komotini
and
Kalamata
and
two
(2)
in
Bulgaria
in
Burgas
and
Plovdiv
and
one
(1)
in
Cyprus
(Limassol).
On
10/9/2020
began
its
operation
(1)
new
ΙΚΕΑ
Small
Store
in
Varna
Bulgaria,
whereas
on
9/9/2020
Varna
(Pick
up
&
Οrder
Point)
closed.
Moreover
on
28/12/2020
began
the
operation of the second ΙΚΕΑ Small Store in Piraeus.
Also, three (3) e-commerce stores are operating in Greece, Cyprus and Bulgaria.
Retail
trading
of
sporting
goods
(INTERSPORT
and
TAF
stores)
:
The
segment
currently
operates
one
hundred
and
twenty
(120)
INTERSPORT
Stores
[fifty
three
(53)
in
Greece,
thirty
four
(34)
in
Romania
,
eighteen
(18)
in
Turkey,
nine
(9)
in
Bulgaria
and
six
(6)
in
Cyprus].
INTERSPORT
Stores
that
were
added
to
the
network
within
the
period
1/1
–
31/12/2020
are:
three
(3)
new
stores
in
Greece,
at
Ermou
Street
in
Athens
(
11/5/2020),
Οutlet
Kifisos
Peristeri
(1/10/2020),
Outlet
at
Athens
International
airport
at
Paiania
(31/10/2020).
Additionally,
three
(3)
new
stores
in
Romania,
Targu
Mures
(16/7/2020),
Targoviste
(20/8/2020)
and
Afi
Brasov
(21/10/2020)
.
Also,
in
Turkey
five
(5)
stores
terminated
their
operation
Adana
Optimum
(30/4/2020),
Ist.
Istabul
(30/8/2020),
Brs
Anatolium
(1/9/2020),
Ist.
Kozzy
(31/12/2020)
and
Bursa
Marka
(31/12/2020).
Moreover,
in
Greece,
Romania,
Cyprus
and
Bulgaria
and
Turkey
e-commerce
Stores
are
operating.
TAF
Stores
operating
on
31/12/2020
are
seventeen
(17),
fourteen
(14)
of
which
in
Greece
and
three
(3)
in
Turkey.
Within
the
period
1/1-31/12/2020,
one
(1)
new TAF Store started operating at Ermou Street in Athens (
11/5/2020
).
5.
Stock Price Evolution
Annual Financial Report for the period
1/1/2020 to 31/12/2020
13
Below
is
a
chart
providing
a
comparison
between
FOURLIS
HOLDINGS
S.A.
(black
line)
share
price
and
Athens Stock Exchange General Index (red line) for the period 1/1/2020 to 31/12/2020.
6.
Stock Option Plan
The
Ordinary
General
Assembly
of
the
Company
on
16/6/2017,
under
the
context
of
Stock
Option
Plan,
approved
the
disposal
of
2.566.520
stock
options
and
authorized
the
Board
of
Directors
to
regulate
the
procedural
issues
and
details.
The
program
will
be
implemented
in
four
waves,
with
a
maturity
period
of
five
years
per
wave.
Options
must
be
exercised
within
five
years
since
their
maturity
date.
In
case
that
there
are
undisposed
options,
after
the
allocation
of
options
mentioned
above,
these
options
will
be
cancelled.
The
underlying
share
price
of
each
wave
is
the
closing
stock
price
of
the
share
at
the
decision date of the General Assembly regarding the approval of the SOP.
On
20/11/2017,
the
BoD
granted
641.630
stock
options,
which
compose
the
first
of
the
four
waves.
The
underlying
share
price
to
which
the
granted
stock
options
refer,
is
determined
to
the
amount
of
euros
5,768
per
share
which
is
the
closing
stock
price
of
the
share
adjusted
with
the
share
capital
decrease
which was implemented after the date of the General Assembly.
On
19/11/2018,
the
BoD
granted
641.630
stock
options,
which
compose
the
second
of
the
four
waves.
The
underlying
share
price
to
which
the
granted
stock
options
refer,
is
determined
to
the
amount
of
euros
5,666
per
share
which
is
the
closing
stock
price
of
the
share
adjusted
with
the
share
capital
Annual Financial Report for the period
1/1/2020 to 31/12/2020
14
decrease which was implemented after the date of the General Assembly.
On
20/11/2018,
the
BoD
of
the
Company
issued
an
Invitation
to
the
beneficiaries
of
the
SOP
which
was
approved
by
the
Extraordinary
General
Assembly
held
on
27/9/2013
and
the
Ordinary
General
Assembly
held
on
16/6/2017
regarding
the
exercise
of
their
options.
16
beneficiaries
responded
to
this
Invitation
and
exercised
their
option
for
the
purchase
of
163.626
shares,
of
nominal
value
€
0,91
and
underlying
price € 3,28 per share and paid the total amount of € 537.069,61.
It
is
noted
that
the
underlying
price
of
shares
to
which
the
distributed
options
reflect,
had
been
initially
determined
at
the
amount
of
€
3,40
per
share,
which
was
the
closing
stock
price
of
the
share
on
the
date
of
the
resolution
of
the
General
Assembly
regarding
the
SOP
since
27/9/2013
(Extraordinary
General
Assembly
date).
Due
to
corporate
events
(capital
return
by
cash
payment),
the
historical
closing
price
of
the
share
was
readjusted
and
formed
at
the
amount
of
€
3,34
per
share
(following
the
BoD
resolution
of
20/11/2017).
Following
the
resolution
of
Ordinary
General
Assembly
of
15/6/2018,
there
was
a
change
in
the
historical
share
price
resulting
from
corporate
action
relevant
with
the
share
capital
decrease
of
the
Company
with
reduction
of
the
nominal
value
of
the
share
by
the
amount
of
€
0,10
and
the
capital
return
to
shareholders.
Therefore,
after
the
aforementioned
adjustment,
the
historical
share
price is now amounting to € 3,28.
Also,
the
underlying
share
price,
which
was
established
by
resolution
of
the
Ordinary
General
Assembly
of
shareholders
of
the
Company
held
on
16/6/2017,
to
which
the
distributed
options
reflect,
had
been
initially
determined
at
the
amount
of
€
5,87
per
share,
which
was
the
closing
stock
price.
Due
to
corporate
events
(capital
return
by
cash
payment),
the
historical
closing
price
of
the
share
was
readjusted
and
formed
at
the
amount
of
€
5,77
per
share
(following
the
BoD
resolution
of
20/11/2017).
Following
the
resolution
of
Ordinary
General
Assembly
of
15/6/2018,
there
was
a
change
in
the
historical
share
price
resulting
from
corporate
action
relevant
with
the
share
capital
decrease
of
the
Company
with
reduction
of
the
nominal
value
of
the
share
by
the
amount
of
€
0,10
and
the
capital
return
to
shareholders.
Therefore,
after
the
aforementioned
adjustment,
the
historical
share
price
is
now
amounting to € 5,67.
On
26/1/2018,
a)
the
share
capital
increase
of
the
Company
by
the
amount
of
€
303.879,66
through
cash
payment
and
the
issue
of
313.278
new
shares
of
nominal
values
€
0,97
and
underlying
price
€
3,34
each
and
b)
the
certification
of
the
payment
of
the
aforementioned
share
capital
increase
by
the
total
amount
of
€
303.879,66,
were
registered
in
the
GECR.
The
Corporate
Actions
Committee
of
Hellenic
Exchanges
-
Athens
Stock
Exchange,
on
their
meeting
held
on
30/1/2018
approved
the
trading
of
the
313.278
new
common
nominal
shares
of
the
Company.
According
to
the
decision
of
the
Company,
the
new shares started trading in ATHEX on 1/2/2018.
On
22/1/2019,
a)
the
share
capital
increase
of
the
Company
by
the
amount
of
€
148.899,66
through
cash
payment
and
the
issue
of
163.626
new
shares
of
nominal
values
€
0,91
and
underlying
price
€
3,28
each
(Code
Registration
Number
1638212)
and
b)
the
certification
of
the
payment
of
the
aforementioned
share
capital
increase
by
the
total
amount
of
€
148.899,66
and
share
premium
by
the
Annual Financial Report for the period
1/1/2020 to 31/12/2020
15
amount of € 388.169,95 (Code Registration Number 163269), were registered in the GECR.
On
19/11/2019,
the
BoD
granted
641.630
stock
options,
which
compose
the
third
of
the
four
waves.
The
underlying
share
price
to
which
the
granted
stock
options
refer,
is
determined
to
the
amount
of
euros
5,5637
per
share
which
is
the
closing
stock
price
of
the
share
adjusted
with
the
share
capital
decrease which was implemented after the date of the General Assembly.
On
19/11/2019,
the
BoD
of
the
Company
issued
an
Invitation
to
the
beneficiaries
of
the
SOP
which
was
approved
by
the
Extraordinary
General
Assembly
held
on
27/9/2013
and
the
Ordinary
General
Assembly
held
on
16/6/2017
regarding
the
exercise
of
their
options.
18
beneficiaries
responded
to
this
Invitation
and
exercised
their
option
for
the
purchase
of
197.647
shares,
of
nominal
value
€
0,81
and
underlying
price € 3,2226 per share and paid the total amount of € 636.937,23.
It
is
noted
that
the
underlying
share
price
to
which
the
distributed
options
reflect,
had
been
initially
determined
at
the
amount
of
€
3,40
per
share,
which
was
the
closing
stock
price
on
the
date
of
the
resolution
of
the
General
Assembly
for
the
Sop
(27/9/2013).
Already,
following
the
BoD
resolutions
of
20/11/2017,
19/11/2018
and
18/11/2019
(relevant
minutes
of
the
BoD
389/20.11.2017,
399/19.11.2018
and
407/18.11.2019),
a
readjustment
has
become
at
the
historical
price
of
the
Company‘s
share
and
as
result
the
implemented
exercise
price
of
the
stock
options
is
accounted
at
the
amount
of
€
0,2226
(€
3,2226) per share.
On
January
24,
2020
the
General
Commercial
Registry
(G.E.MI.)
by
virtue
of
announcement
2062748
approved
and
registered
the
increase
of
the
share
capital
by
Euro
160.094,07,
corresponding
to
the
nominal
value
of
the
new
197.647
shares
of
nominal
value
Euro
0,81
each
and
exercise
price
of
Euro
3,2226.
The
Corporate
Actions
Committee
of
Hellenic
Exchanges
-
Athens
Stock
Exchange,
on
their
meeting
held
on January 29, 2020 approved the new 197.647 shares trading.
Friday
January
31,
2020
is
the
first
trading
day
in
the
Athens
Stock
Exchange
of
197.647
new
common
shares.
On
November
23,
2020
the
BoD
granted
641.630
stock
options,
which
compose
the
fourth
of
the
four
waves.
The
underlying
share
price
to
which
the
granted
stock
options
refer,
is
determined
to
the
amount
of
euros
5,5637
per
share
which
is
the
closing
stock
price
of
the
share
adjusted
with
the
share
capital
decrease which was implemented after the date of the General Assembly.
On
December
16,
2020
the
BoD
of
the
Company
issued
an
Invitation
to
the
beneficiaries
of
the
SOP
which
was
approved
by
the
Extraordinary
General
Assembly
held
on
27/9/2013
and
the
Ordinary
General
Assembly
held
on
16/6/2017
regarding
the
exercise
of
their
options.
10
beneficiaries
responded
to
this
Invitation
and
exercised
their
option
for
the
purchase
of
87.040
shares,
of
nominal
value
€
1,00
and
underlying price € 3,2226 per share and paid the total amount of € 280.495,10.
It
is
noted
that
the
underlying
price
of
shares
to
which
the
distributed
options
reflect,
had
been
initially
Annual Financial Report for the period
1/1/2020 to 31/12/2020
16
determined
at
the
amount
of
€
3,40
per
share,
which
was
the
closing
stock
price
of
the
share
on
the
date
of
the
resolution
of
the
General
Assembly
regarding
the
SOP
since
27/9/2013
(Extraordinary
General
Assembly
date).
The
historical
closing
price
of
the
share
was
readjusted
and
formed
at
the
underlying
price
of
€
3,226
each
(following
the
BoD
resolutions
of
20/11/2017,
19/11/2018,
18/11/2019
407/18.11.2019).
On December 21, 2020, the extraordinary General Meeting of Shareholders decided the increase of the
share
capital
by
Euro
9.880.942,59
by
capitalizing
part
of
the
reserve
formed
by
retained
earnings
of
previous
years
(retained
earnings).
The
increase
of
the
share
capital
took
place
with
a
corresponding
increase
of
the
nominal
value
of
the
share
from
eighty
one
cents
of
the
euro
(0.81
€)
to
one
euro
(1.00
€).
After
the
above
increase,
the
share
capital
reached
the
amount
of
€
52.004.961,00
through
the
issue
of
52.004.961 new shares of nominal values € 1,00 per share.
On
January
01,
2021
the
Company
Department
of
General
Secretariat
for
Trade
Consumer
and
Protection
in
Ministry
of
Development
and
Investments
3258/13.01.2021
approved
the
amendment
of
the
third
paragraph
of
the
article
of
Association
and
proceed
with
the
registration
to
the
General
Electronic Commercial Registry (GECR) on (Code Registration Number 2448494)
The
Corporate
Actions
Committee
of
Hellenic
Exchanges
-
Athens
Stock
Exchange,
on
their
meeting
held
on
January
21,
2021
informed
about
the
increase
of
share
value.
Consequently
the
new
shares’
value
of €1,00 started trading in ATHEX on Tuesday 26/01/2021
On
26
January,
2021
started
the
trading
of
87.040
new
common
nominal
shares
of
the
Company
which
resulted
from
the
shareholding
increase
(87.040
shares
x
€1,00)
and
€193.455,10
that
transferred
to
“Share Premium reserve”
The
above
increase
came
by
the
response
of
10
beneficiaries
regarding
the
exercise
of
their
options
at
the
nominal
value
€
3,2226
,
according
to
the
Second
Stock
option
plan,
the
resolution
of
the
Extraordinary
General
Assembly
of
the
shareholders
held
on
27/9/2013
and
the
BoD
resolutions
held
on
25/11/2013, 24/11/2014 and 23/11/2015 .
On
January
15,
2021
the
share
capital
increase
of
the
Company
by
the
amount
of
€
87.040,00
through
cash
payment
and
the
issue
of
87.040
new
shares
of
nominal
values
€
1,00
and
underlying
price
€
3,2226
each
were
registered
in
the
GECR.
It
is
noted
that,
after
the
aforementioned
increase,
the
share
capital
now
amounts
to
€
52.092.001,00
divided
into
52.092.001
nominal
shares
of
nominal
value
€
1,00
per
share.
The
Corporate
Actions
Committee
of
Hellenic
Exchanges
-
Athens
Stock
Exchange,
on
their
meeting
held
on
21/1/2021
approved
the
trading
of
the
87.040
new
common
nominal
shares
of
the
Company.
A
decision
of
the
Company
stipulates
that
the
above
new
shares
are
negotiable
on
the
ATHEX
from
January
26,
2021.
From
the
same
date,
the
starting
price
of
the
Company's
shares
on
the
ATHEX
will
be
adjusted
in
accordance
with
the
ATHEX
Regulations
no.
26
of
the
of
the
ATHEX
as
in
force,
the
new
shares
will
have
been
credited
to
the
shares
and
securities
accounts
of
the
eligible
shareholders
in
Annual Financial Report for the period
1/1/2020 to 31/12/2020
17
the Intangible Securities System (DSS).
During
period
1/1
–
31/12/2020,
beneficiaries
waived
their
right
to
exercise
0
options
(2019:
2.378)
which
were
granted
by
the
BoD
on
25/11/2013,
beneficiaries
waived
their
right
to
exercise
0
options
(2019:
4.677)
which
were
granted
by
the
BoD
on
24/11/2014
and
also
beneficiaries
waived
their
right
to exercise 0 options (2019: 6.720) which were granted by the BoD on 25/11/2015.
7.
Information about Group’s plan of development
2020
was
mainly
affected
by
the
COVID-19
pandemic,
which
disrupted
global
economies
and
had
a
significant
negative
impact
on
many
activities.
In
Greece,
the
temporary
suspension
of
the
activity
of
many
companies
and
the
great
recession
of
tourism,
led
to
a
big
drop
in
GDP
which
is
estimated
to
have
reached -8,2% compared to 1,9% in 2019.
After
the
restrictions
were
lifted
in
May
and
June,
domestic
demand
for
goods
and
services
recovered.
However,
tourist
arrivals
were
extremely
low
during
the
summer,
due
to
uncertainty
about
the
health
crisis
and
restraint
policies
in
Greece
and
other
countries
applied
to
travelers.
This
significantly
affected
demand, turnover, employment and exports.
In
the
third
quarter
of
2020,
the
revenues
of
the
tourism
and
catering
sector
were
50%
lower
than
in
2019.
This
has
contributed
to
the
reduction
of
domestic
demand,
with
significant
reductions
in
revenues
in
the
wholesale
and
retail
trade
and
industry.
Low
demand
has
also
had
a
significant
impact
on
job
creation, although support measures have helped minimize job losses.
Following
the
widespread
recurrence
of
COVID-19
cases,
from
November
2020,
Greece
imposed
new
restrictions
and
suspension
of
physical
stores,
like
most
European
countries.
The
economic
climate
index
of
Foundation
of
Economic
&
Industrial
Research
(IOBE)
in
2020
closed
at
91,5
points
compared
to
109,5 points in 2019.
The
Group,
with
a
sense
of
responsibility
towards
people,
customers
and
society
as
a
whole,
responded
immediately
to
the
recent
developments,
taking
the
appropriate
information,
prevention
and
protection
measures to mitigate the spread of the Covid-19 pandemic.
The
Group
implemented
work
from
home
for
employees
of
each
subsidiary’s
management
buildings.
In
addition,
individuals
belonging
to
vulnerable
groups
and
parents
of
students
were
facilitated
with
special
purpose
vacations,
in
accordance
with
the
respective
legal
framework
of
the
countries
in
which
they
operate.
At
the
same
time,
business
trips
were
limited
to
the
absolutely
necessary,
trainings
were
carried
out
remotely
and
information
messages
and
recommendations
were
constantly
sent
to
avoid
numerous
meetings
and
crowded
places.
Moreover,
the
cleaning
and
disinfection
of
the
facilities
was
intensed,
as
well
as
the
guidance
of
the
human
resources
in
the
field
of
personal
hygiene,
according
to
the
guidelines
and the suggestions of the governments and the WHO.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
18
In
particular,
for
the
Group's
stores
network,
instructions
were
immediately
sent
regarding
the
preventive
measures,
the
observance
of
the
individual
hygiene
rules
and
social
distancing,
as
well
as
the
way
of
managing
any
cases.
Indicatively,
during
the
reopening
of
the
stores,
the
following
measures
were applied:
• Mandatory use of mask by all human resources.
• Temperature measurements to human resources.
• Counting and control of the maximum number of visitors, depending on the area of each Store.
•
Placement
of
signs
for
keeping
the
distances
and
protective
plexiglass
in
the
cash
registers
and
in
the
info desks.
• Antiseptics available for both customers and human resources.
•
Disinfection
of
clothes
and
shoes
that
were
tested
/
returned
by
customers
(INTERSPORT
and
TAF
Stores).
• Ventilation / air conditioning maintenance.
• Disinfection of correspondence.
• Disinfection of strollers in commercial areas
Estimates
for
the
development
of
the
Greek
economy
in
2021
will
be
determined
by
the
effects
of
the
spread
of
the
Covid-19
pandemic,
the
quantification
of
which
is
changing
dynamically
and
the
macroeconomic variables that may affect the development of the Group.
The
Management
of
the
Group
estimates
that
in
2021
it
will
be
improved
in
terms
of
financial
results
compared
to
2020.
The
above
estimate
for
the
improvement
of
the
financial
data
of
the
Group
in
2021,
are
directly
dependent
on
the
developments
regarding
the
spread
of
the
coronavirus
and
the
developments
in
the
economic
and
political
environment,
especially
in
Greece,
where
most
of
the
revenues still come from (58,5% in 2020).
A
detailed
presentation
of
the
effects
of
the
pandemic
on
the
business
activities,
the
financial
situation
and the financial performance of the Group is given in section 8.
With
the
expectation
that
in
the
year
2021
in
Greece
the
prospects
of
the
economy
will
improve
if
the
health
crisis
is
addressed
and
the
economic
growth
of
2019
will
continue,
the
Management
of
the
Group
aims at:
a)
to further increase its profitability,
b)
in the continuation of strictly selected investments in both retail sectors in which it operates,
c)
to
further
strengthen
the
synergies
and
economies
of
scale
within
the
Group
by
making
a
new
investment
of
mechanical
equipment
to
automate
the
provision
of
storage
and
distribution
of
e
shop
for
all
Group
companies
in
the
retail
sporting
goods
segment
from
the
company
TRADE
Annual Financial Report for the period
1/1/2020 to 31/12/2020
19
LOGISTICS SA,
d)
to
continue
the
utilization
of
new
investment
opportunities
which
includes
the
approval
received
by
the
Hellenic
Capital
Market
Commission
on
28/2/2019
for
operating
license
in
the
company
under
establishment
under
the
name
"TRADE
ESTATES
Real
Estate
SA",
for
its
operation
as:
a)
Real
Estate
Investment
SA
in
accordance
with
the
provisions
of
law
2778/1999
and
b)
Alternative
Investment
Organization
with
internal
management,
according
to
the
provisions
of
law
4209/2013.
In
the
same
context
were
included
the
Group's
actions
for
the
establishment
of
companies
in
the
field
of
real
estate
management
in
Cyprus
and
Bulgaria
and
for
the
strategic
planning
of
TRADE
ESTATES
Real
Estate
Investment
Corporation
which
includes
the
finding
of
a
strategic
partner
who
will
make
a
significant
investment
in
established
company
which
together
with the forthcoming public offering will amount to at least and above 50%,
e)
to
continue
investing
in
innovation
and
technology
and
upgrading
its
services
following
the
rapid
changes in consumer habits and the physiognomy of retail,
f)
enhancing
the
meeting
of
the
growing
expectations
of
its
consumers
and
the
creation
of
an
integrated positive experience for the customer,
g)
The
harmonious
combination
of
e-commerce
with
the
"traditional"
development
model,
making
the
most
of
digital
media
and
new
technologies,
to
offer
an
omnichannel
experience
both
offline
and online.
Taking
into
consideration
the
above,
the
Management
will
proceed
with
the
implementation
of
its
business
plan
by
making
selective
investments
both
in
Greece
and
in
the
other
countries
in
which
the
Group operates, as follows:
In
the
field
of
retail
sale
of
sports
goods,
with
a
network
at
the
end
of
2020
one
hundred
and
twenty
(120)
INTERSPORT
Stores
in
Greece,
Romania,
Turkey,
Bulgaria
and
Cyprus
as
well
as
five
(5)
E-
commerce
Stores
in
Greece,
Cyprus
,
Bulgaria,
Romania
and
Turkey,
within
the
year
2021
is
expected
to
add
to
the
network
one
(1)
INTERSPORT
Store.
At
the
end
of
2021,
the
sportswear
sector
is
expected
to
have
a
network
of
one
hundred
and
twenty
one
(121)
INTERSPORT
Stores
and
seventeen
(17)
TAF
Stores,
while
the
INTERSPORT
E-commerce
Stores
will
be
fully
operational
in
Greece,
Romania,
Turkey,
Bulgaria and Cyprus and the TAF e-commerce Store in Greece.
The
home
equipment
and
furniture
sector
that
operates
with
nine
(9)
IKEA
Stores,
nine
(9)
Pick
Up
&
Order
Points
and
three
(3)
E-commerce
Stores
in
Greece,
Bulgaria
and
Cyprus
,
will
add
to
its
network
two
medium-sized
IKEA
Stores,
one
(1)
in
Athens
and
one
(1)
in
Sofia.
Based
on
the
development
plan
in
the
three
countries
where
the
Group
operates
IKEA
stores,
five
(5)
IKEA
stores
of
medium
size
5,000
- 12,000 sq.m will be opened and ten (10) small stores of 1,000 - 2,000 sq.m. in the next five years.
The
education
and
training
of
human
resources,
its
regular
and
fair
evaluation
at
all
levels
as
well
as
its
commitment
to
the
values
of
the
Group
-
"Integrity",
"Mutual
Respect"
and
"Efficiency"
-
continue
to
be
important comparative advantages through of which the Group seeks to achieve its objectives.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
20
8.
Fourlis Group – Major Threats & Uncertainties
a) Financial Risk Management
The
Group
is
exposed
to
financial
risks
such
as
foreign
exchange
risk,
interest
rate
risk
and
liquidity
risk.
The
management
of
risk
is
achieved
by
the
central
Treasury
department,
which
operates
under
specific
guidelines
set
by
the
Board
of
Directors.
The
Treasury
department
identifies,
determines
and
hedges
the
financial
risks
in
cooperation
with
the
Groups’
subsidiaries.
The
Board
of
Directors
provides
written
instructions
and
directions
for
the
general
management
of
the
risk,
as
well
as
specific
instructions
for
the management of specific risks such as foreign exchange risk and interest rate risk.
Foreign Exchange Risk:
The
Group
is
exposed
to
foreign
exchange
risk
arising
from
transactions
in
foreign
currencies
(RON,
USD,
TRY,
SEK)
with
suppliers
which
invoice
the
Group
in
currencies
other
than
the
local.
The
Group,
in
order
to
minimize
the
foreign
exchange
risk,
according
to
the
needs,
in
certain
cases
pre
-
purchases
foreign currencies.
Interest rate risk/liquidity:
The
Group
is
subject
to
cash
flow
risk
which
in
the
case
of
possible
variable
interest
rates
fluctuation,
may
affect
positively
or
negatively
the
cash
inflows
or
outflows
related
to
the
Group’s
assets
or
liabilities.
Cash
flow
risk
is
minimized
via
the
availability
of
adequate
credit
lines
and
cash
.
Also,
the
Group
has
entered into Interest Rate Swap (IRS) contracts in order to face interest rate risk.
Coronavirus spread risk:
The
Group
carefully
monitors
the
events
regarding
the
spread
of
coronavirus,
in
order
to
adjust
in
the
special
conditions
arising
exclusively
for
the
treatment
and
restriction
of
spread
of
coronavirus
COVID-
19.
It
complies
with
the
official
instructions
of
the
competent
authorities
for
the
operation
of
its
physical
stores
and
headquarters
in
the
countries
in
which
it
operates.
It
harmonizes
with
the
current
legislation
and
continues
its
commercial
transactions
in
physical
stores
according
to
the
instructions.
The
quantitative
and
qualitative
effects
of
the
phenomenon
on
the
operation
of
the
Group
and
the
Company,
taking
into
account
the
recommendations
of
the
Hellenic
Capital
Market
Commission,
can
be
summarized
as follows:
1.
Reduction
of
the
Group's
sales
in
the
year
1/1/2020-31/12/2020
by
an
amount
of
euro
95,7
million
compared
to
last
year
and
reduction
by
2,1%
of
the
gross
profit
margin
for
the
same
period.
It
should
be
noted
that
in
the
fiscal
year
1/1/2020-31/12/2020
the
Group's
sales
through
its
electronic
Stores
(e-commerce)
increased
by
78%
compared
to
the
comparative
period
while
investments
in
innovation
and
technology
continued
and
upgrading
services,
following
the
rapid
changes in consumer habits and the physiognomy of retail.
2.
Increase
of
the
Group's
cash
and
cash
equivalents
in
the
year
1/1/2020-31/12/2020
by
the
amount
of
euro
74,5
million
compared
to
last
year
due
to
the
utilization
of
open
credit
lines
and
Annual Financial Report for the period
1/1/2020 to 31/12/2020
21
financial support measures to address the pandemic.
3.
Reduction
of
the
Group's
operating
expenses
in
the
year
1/1/2020-31/12/2020
by
an
amount
of
euro
18,6
million
in
relation
to
the
previous
year
and
specifically
reduction
of
the
salary
costs
by
an
amount
of
euro
11,0
million,
of
third
party
services
(rights,
leases,
energy,
etc.)
in
the
amount
of
Euro
3,4
million,
of
other
expenses
(advertising,
storage,
transport,
etc.)
in
the
amount of Euro 3,6 million and taxes in the amount of Euro 0,6 million.
4.
The
Group
has
utilized
in
all
the
countries
where
it
operates
the
state
support
measures
to
deal
with
the
consequences
of
the
pandemic,
whether
they
were
related
to
salary
costs,
or
rent
costs, or tax reliefs, or financing, or payment facilitation.
5.
The
Group
secured
"freeze"
agreements
of
payments
to
its
main
suppliers
during
the
period
of
suspension
of
the
operation
of
the
Branches
as
well
as
modification
of
the
payment
terms
for
the period after the end of the suspension.
6.
The
availability
of
goods
during
the
fiscal
year
2020
was
not
significantly
affected
compared
to
the previous fiscal year.
7.
The
Management
of
the
Group
has
implemented
telework
in
all
the
countries
in
which
it
operates.
8.
The
portfolio
management
service
continues
to
identify,
assess
and
hedge
financial
risks
and
to
provide
guidance
on
the
management
of
this
exceptional
risk,
in
order
to
provide
protection
to
investors.
9.
The
Group
has
strengthened
its
infrastructure
both
in
terms
of
information
systems
and
the
operation
of
logistics
centers,
in
order
for
its
business
and
commercial
operation
not
only
to
continue
smoothly
but
also
to
be
further
strengthened.
In
this
context,
new
investments
are
being
made
by
the
subsidiary
TRADE
LOGISTICS
SA
for
the
expansion
of
the
e-commerce
storage
and
order
management
buildings
and
the
automation
of
the
provision
of
the
relevant
services.
Moreover,
in
order
to
enhance
the
coverage
of
the
growing
expectations
of
its
consumers
and
to
create
a
complete
positive
experience
for
the
customer,
the
Group
seeks
the
harmonious
combination
of
e-commerce
with
the
"traditional"
development
model,
making
the
most
of
digital
media
and
new
technologies
to
offer
an
omnichannel
experience
both
offline
and
online.
10.
The
Group
continues
the
strictly
selected
investments
in
both
retail
sectors
in
which
it
operates.
In
this
context,
in
May
2020,
it
opened
an
INTERSPORT
Store
and
a
TAF
Store
in
the
center
of
Athens
(Ermou).
These
two
Stores
are
the
flagship
stores
of
all
Stores
in
the
sports
retail
sector.
Also,
in
September
2020,
the
first
IKEA
Small
Store
IKEA
Store
in
Varna,
Bulgaria,
with
an
area
of
8,000
sq.m.,
was
added
to
the
network
of
stores
in
the
home
equipment
and
furniture
sector,
and in December 2020, the second IKEA Small Store IKEA Store in Piraeus, 2,000 sq.m.
11.
The
Group
in
the
context
of
the
approval
received
from
the
Hellenic
Capital
Market
Commission
for
an
operating
license
in
the
company
under
establishment
under
the
name
"TRADE
ESTATES
Real
Estate
Investment
SA",
for
its
operation
as:
a)
Real
Estate
Investment
SA
in
accordance
Annual Financial Report for the period
1/1/2020 to 31/12/2020
22
with
the
provisions
of
law
2778/1999
and
b)
Alternative
Investment
Organization
with
internal
management,
in
accordance
with
the
provisions
of
law
4209/2013,
continues
the
implementation
of
its
strategic
plan.
Also,
within
the
first
half
of
2020,
it
has
acquired
an
indirect
participation
in
the
real
estate
management
company
MANTENKO
SA,
while
in
the
second
half
of
2020
and
specifically
in
July,
it
proceeded
to
the
acquisition
of
a
new
corresponding
indirect
participation of 50% in the real estate management company POLIKENCO SA.
b) Legal Issues
There
are
no
litigations
or
legal
issues
that
might
have
a
material
impact
on
the
Company
and
the
Group’s Annual Financial Statements for the period 1/1 - 31/12/2020.
9.
Alternative Performance Measures (APMs)
Under
the
implementation
of
ESMA
Guidelines
(
05/10/2015|ESMA/2015/1415),
FOURLIS
Group
adopted
as
Alternative
Performance
Measure
(APM)
the
earnings
before
taxes,
interest
and
depreciation
&
amortization
(EBITDA).
Alternative
Performance
Measures
(APMs)
are
used
under
the
context
of
making
decisions
for
financial,
operational
and
strategic
planning
as
well
as
for
the
assessment
and
publication
of
performance.
Alternative
Performance
Measures
(APMs)
are
taken
into
account
combined
with
financial
results
which
have
been
conducted
according
to
IFRS
and
under
no
circumstances
they
do
not
replace them.
Definition
EBITDA
(Earnings
Before
Interest,
Taxes,
Depreciation,
Amortization
&
Impairment)/
Operating
results
before
taxes,
financing,
investing
results
and
total
depreciation/amortization/impairment
=
Earnings
before
tax
+/-
Financial
and
investing
results
(Total
financial
expenses
+
Total
financial
income
+
Contribution
in
subsidiaries‘losses)
+
Total
depreciation/amortization/impairment (property, plant and equipment and intangible assets).
The
amount
most
directly
connected
to
this
specific
APM
(EBITDA)
is
operating
profits
(EBIT)
and
depreciation/amortization/impairment.
Operating
profits
are
included
in
Income
Statement
and
depreciation/amortization/impairment
in
Cash
Flow
Statement.
More
analytically,
reconciliation
of
the
selected APM and the financial statements of the Group for the corresponding period is as follows:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
23
(amounts in thousands euros)
Group Consolidated Results
Depreciation/Amortization/Impairment
Earnings before interest, tax, depreciation,
amortization & impairment (EBITDA)
Retail trading of home furniture and
household goods segment (
ΙΚΕΑ
Stores)
Depreciation/Amortization/Impairment
Earnings before interest, tax, depreciation,
amortization & impairment (EBITDA)
Retail trading of sporting goods segment
(INTERSPORT and TAF Stores)
Depreciation/Amortization/Impairment
Earnings before interest, tax, depreciation,
amortization & impairment (EBITDA)
10.
Social Responsibility and Sustainable Development
This
Non-Financial
Statement
contains
is
part
of
Annual
Report
of
the
Board
of
Directors
information
on
all
the
activities
of
FOURLIS
Group
on
the
following
thematic
aspects,
as
defined
in
Section
7
“Non-
Financial Statement” of circular 62784/2017, in accordance with the provision of law 4403/2016:
•
Business model/Main non-financial risks.
•
Social and labor issues.
•
Respect for human rights.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
24
•
Anti-corruption and issues related to bribery.
•
Environmental issues.
•
Supply chain issues.
Additionally,
this
Statement
and
in
accordance
with
the
notification
by
the
Hellenic
Capital
Market
Commission,
dated
5/11/2020,
includes
the
thematic
aspect
“Impact
of
the
COVID-19
pandemic
on
non-
financial issues”.
The
content
of
this
non-financial
statement
has
been
drafted
by
taking
into
consideration
the
GRI
Standards,
as
well
as
the
Environmental,
Social,
Governance
(ESG)
Reporting
Guide
of
the
Athens
Stock
Exchange (2019). (
https://www.athexgroup.gr/el/web/guest/esg-reporting-guide
).
Material
Topics/Stakeholder
engagement
[Metric
A-S1,
Metric
A-G2,
GRI
102-40,
GRI
102-42, GRI 102-43, GRI 102-44, GRI 102-47]
In
the
context
of
the
continuous
improvement
of
the
approach
to
sustainable
development
and
social
responsibility
topics,
the
Group
conducts
a
materiality
analysis
to
prioritize
the
topics
that
present
the
most
significant
economic,
social
and
environmental
impacts,
as
well
as
those
that
have
a
significant
impact on its stakeholders.
The
Group
recognizes
as
stakeholders
those
who
have
an
impact
or
are
affected
by
its
activities.
Having
identified
and
prioritized
its
stakeholders,
the
Group
invests
in
continuous
and
two-way
communication
with
them,
in
order
to
maintain
a
consistent
flow
of
information
from
and
to
the
Group,
about
their
requests,
concerns
and
expectations.
The
main
stakeholder
groups
of
the
Group
are:
employees,
shareholders/institutional
investors,
financial
analysts,
customers,
suppliers/partners,
wider
society,
local
communities,
government
and
supervisory
authorities/state,
business
community/associations,
media,
NGOs
and
competitors.
The
Sustainable
Development
and
Social
Responsibility
2019
(pp.
23-25)
includes
a
description
of
the
stakeholder
groups
and
the
engagement
method,
as
well
as
of
the
frequency at which the Group communicates with its stakeholders.
The
methodology
used
for
the
materiality
analysis
is
based
on
the
GRI
Standards.
The
Sustainable
Development
and
Social
Responsibility
Report
2019
(p.
26-32)
includes
a
description
of
all
the
steps
of
the materiality analysis, as well as the material topics derived through that process.
The
results
of
the
new
materiality
analysis
will
be
included
in
the
Group's
Annual
Sustainable
Development
and
Social
Responsibility
Report
for
2020,
which
will
be
published
in
June
2021
and
will
be posted on the website
www.fourlis.gr
.
a)
Brief description of business model
FOURLIS
Group,
(headquarters
located
at
18-20
Sorou
Street
(Building
A),
15125
Maroussi),
is
one
of
the
largest
trading
groups
of
consumer
goods
in
Greece,
Cyprus,
Bulgaria,
Romania
and
Turkey,
in
the
following business activity fields:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
25
•
Retail
trading
of
home
furniture
and
household
goods
through
the
IKEA
stores
in
Greece,
Cyprus
and Bulgaria.
•
Retail
trading
of
sporting
goods
through
the
INTERSPORT
stores
in
Greece,
Cyprus,
Bulgaria,
Romania and Turkey and The Athlete’s Foot stores in Greece and Turkey.
The
aforementioned
activities
are
complemented
by
online
stores
(e-commerce),
while,
in
the
context
of
exploiting
synergies
between
the
Group
companies,
the
supply
chain
services
for
both
sectors
and
for all countries are provided by TRADE LOGISTICS S.A., a Group’s subsidiary.
The
Group
plans
to
enter
the
real
estate
investment
sector
through
its
under
development
subsidiary
TRADE
ESTATES
S.A.
which
will
have
a
portfolio
of
quality
retail
real
estate
and
e-commerce
infrastructure and will invest in this kind of real estate
Τ
he
Group’s
parent
company’s,
FOURLIS
HOLDINGS
S.A.
(Company)
activity
is
the
investment
in
domestic
and
foreign
companies
of
all
types,
regardless
of
their
objectives
and
corporate
form.
The
Company's
scope
of
work
includes
the
provision
of
services
to
companies
of
all
kinds,
in
the
fields
of
general
management,
financial
management
and
IT.
In
order
to
exploit
synergies
and
for
better
coordination
in
decision-making
and
implementation,
the
centralization
of
the
Group's
support
services
in
Greece
was
implemented,
namely
financial
planning
and
control
services,
human
resources,
IT,
corporate
governance,
treasury
management,
personal
data
protection,
sustainable
development
and
social responsibility.
More
information
regarding
the
business
environment,
strategy,
objectives
and
main
progress
and
factors
that
could
influence
the
Group’s
development,
are
available
in
the
following
chapters
of
the
Group’s Board of Directors’ Annual Report:
•
4. Operating performance-Important developments
•
7. Information about the Group’s plan of development
•
8. Major threats and uncertainties faced by the Group,
as well as in the following chapters.
b)
Main non-financial risks
In
the
context
of
the
sustainable
development
approach,
the
Group
consistently
identifies
and
prioritizes
the
topics
that
are
linked
to
its
activities
and
may
cause
negative
impacts
to
its
stakeholders
and
to
the
wider society and the environment in the countries where it operates.
At
Group
level,
the
Regulation
of
Operations,
based
on
article
14
of
the
L.
4706/2020,
describes
the
organizational
structure,
the
risk
management
system
and
the
internal
control
system.
The
Board
of
Directors
of
the
Company
is
responsible
for
monitoring
the
risk
management
system.
The
responsibility
for
risk
management
lies
with
the
FOURLIS
Group
Management.
Specifically,
in
the
area
of
Sustainable
Development
and
in
particular
in
the
Group's
Sustainable
Development
and
Social
Responsibility
Report
for
2019
(pp.
28-32),
the
Group’s
sustainable
development
material
topics
are
described,
including
information
on
the
potential
risks
associated
with
them.
The
Group’s
Report
on
Sustainable
Development
Annual Financial Report for the period
1/1/2020 to 31/12/2020
26
and
Social
Responsibility
for
2020
will
include
the
material
topics
of
Sustainable
Development,
as
those
will have emerged from the new materiality analysis.
c)
ESG Strategic Objectives
[Metric A-G3]
Indicative examples of ESG performance objectives are:
Increasing
the
number
of
employees
according
to
the
Group’s
business
plans
Based
on
the
Group’s
business
plans
for
2020,
the
number
of
employees
was
maintained
at
approximately
the
same
level as 2019
Increasing
the
number
of
employees
according
to
the
Group’s
business
plans
Protection
of
employee
health,
safety
and well-being
Reducing
the
rate
of
injuries,
occupational
diseases, lost workdays
The
objective
was
set
according
to
the
GRI
403-2
disclosure
which
was
modified
from
1/1/2021,
so
the
objective
was
adjusted
to
zero
fatalities
and/or
serious
work
accidents,
which was achieved
Zero
incidents
of
fatalities
and/or
high-
consequence
work-
related injuries
Protection
of
human
rights
in
the
workplace
Maintain
zero
incidents
of
human
rights
violations
in
the Group
Zero
cases
of
human
rights
violations in the Group
Maintaining
zero
incidents
of
human
rights
violations
in
the
Group
Annual Financial Report for the period
1/1/2020 to 31/12/2020
27
Investing
in
employee
training
and
development
Training
and
development
of
employees
with
the
aim
of
continually
improving
their
knowledge,
skills
and
abilities,
both
for
their
personal
development
and
for
achieving
the
Group’s
goals
Due
to
the
COVID-19
pandemic,
it
was
not
possible
to
fully
implement
the initial training plan
Carrying
out
the
scheduled
training
plan*
Creation
and
distribution
of
direct
economic
value
to
stakeholders
Maintaining
donations
and
sponsorships
at
least
at 2019 levels
Donations/sponsorships
decreased
compared
to
2019
as
the
implementation
of
specific
programs
was
affected
due
to
the
COVID-
19 pandemic
Maintaining
donations
and
sponsorships
at
least at 2020 levels*
Active
and
responsible
social
contribution
Expansion
of
the
Group’s
active
and
responsible
social
contribution
programs,
with
the
aim
to
bring
benefits
to
as
many
social groups as possible
Implementation
of
new
programs,
expanding
the
beneficiary
social
groups
(actions
for
supporting
the
victims
of
the
medicane
IANOS
in
Thessaly,
as
well
as
actions
for
handling
the
COVID-19 pandemic)
Maintaining
social
contribution
programs
at least at 2020 levels*
Regulatory
compliance
and
business
ethics
Full
compliance
with
relevant
legislation
and
zero
major
fraud
or
corruption incidents
Full
compliance
with
relevant
legislation.
1
case
of
fraud
of
limited
scope
and
insignificant
financial
size.
-
Full
compliance
with
the
new
Corporate
Governance Law
-
Zero
cases
of
fraud/corruption
Annual Financial Report for the period
1/1/2020 to 31/12/2020
28
Product
compliance,
labeling
and
responsible
communication
Maintain
a
level
of
full
compliance
with
regulations
and
voluntary
codes,
regarding
product
labeling
and
responsible
communication
Zero
incidents
of
non-
compliance
with
regulations
and
voluntary
codes
concerning
product
labeling
and
responsible
communication.
However,
the
subsidiaries
HOUSEMARKET
(IKEA
stores)
and
INTERSPORT
of
the
FOURLIS
Group
proceeded,
in
2020,
to
preventively
and
voluntarily
recall
of
2
products
in
total
(1 for each subsidiary)
Maintain
a
level
of
full
compliance
with
regulations
and
voluntary
codes
regarding
product
labeling
and
responsible
communication
Protection
of
customer
and
visitor
health
and safety
Maintain
zero
incidents
of
non-compliance
with
regulations
and
voluntary
codes,
relating
to
health
and safety issues
Maintaining zero incidents
Zero
incidents
of
non-
compliance
with
regulations
and
voluntary
codes
relating
to
customer
and
visitor
health
and
safety
issues
*
The
specific
objectives
are
subject
to
revision
as
their
implementation
depends
on
the
evolution
of
the
COVID-19
pandemic
.
1. Health & safety of customers, business partners and visitors at our facilities
Corporate policies and due diligence
The
Group,
in
compliance
with
the
applicable
legislation,
implements
a
Health
&
Safety
Policy
(included
in
the
Internal
Labor
Regulations
of
its
companies
that
is
applicable
to
all
its
subsidiaries.
It
includes
a
wide
range
of
relevant
procedures,
measures
and
initiatives
related
to
the
safe
stay
of
visitors,
customers
and
partners
at
its
facilities.
Any
variations
in
the
Group’s
relevant
procedures
by
country
or
region,
depend
on
the
size
of
the
facilities,
as
well
as
on
the
existing
legislation
in
the
countries
where
the
Group’s companies operate.
In this context, some of the practices the Group implements are the following:
•
Cooperation with an external service provider on accident protection and prevention.
•
Written occupational risk assessment, according to existing methodology and legislation.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
29
•
Measures
taken
for
reducing
“emergency
pick”
incidents,
in
order
to
prevent
accidents
at
the
ΙΚΕΑ stores.
•
Training of First Aid Teams.
•
Training of Fire Safety and Firefighting Teams.
•
Infirmaries
equipped
with
medical
beds
and
automatic
external
defibrillators
in
all
the
IKEA
stores, as well as in the TRADE LOGISTICS AEBE distribution center.
•
Provision
of
wheelchairs
at
the
entrance
of
all
the
IKEA
stores,
as
well
as
of
accessible
lavatories
and
parking
spaces,
aiming
to
provide
safe
accommodation
and
transportation
for
people
with
disabilities.
Moreover,
employees
receive
regular
training,
in
order
to
respond
to
emergency
incidents
that
can
affect
both
their
own
and
visitors’
safety
at
its
facilities.
Also,
in
an
effort
to
ensure
compliance
with
the
Health
and Safety Policy, regular inspections are conducted by safety technicians, in all Group activities.
Outcome of the above policies and non-financial key performance indicators
In
the
context
of
the
policy,
all
incidents
concerning
the
Health
and
Safety
of
customers,
partners,
and
visitors,
occurring
within
the
Group’s
premises
and
stores
are
reported,
while
a
Safety
Report
is
compiled
for
each
store,
as
well
as
a
consolidated
one
for
all
of
them.
The
report
includes
information
not
only
on
the
number
and
type
of
incidents,
but
also
on
the
way
they
are
addressed.
Through
these
reports
the
Group
is
able
to
receive
useful
information
on
policies’
effectiveness
and
to
improve
its
practices,
where and if needed.
The
implementation
of
the
Health
and
Safety
policies
had
significant
results
for
2020.
Indicatively,
it
is
mentioned
that
there
were
no
incidents
in
the
playgrounds
of
IKEA
stores
and
in
addition,
there
were
no
fatal
accidents
and/or
serious
accidents
of
customers,
visitors,
partners
in
the
stores
and
facilities
of
the Group companies.
2. Product compliance, labeling and responsible product marketing and promotion
I. Product compliance and labeling
Corporate policies and due diligence
The
Group
manages
this
topic
through
the
compliance
of
the
products
sold
by
its
subsidiaries
in
all
the
countries
where
it
operates,
with
manufacturer
and
supplier
specifications,
with
European
and/or
national
legislation,
as
well
as
with
all
existing
laws
and
regulations
concerning
their
labeling
and
use
(e.g. CE approval).
•
Household
Goods
and
Home
Furniture
(IKEA
stores)
:
ΙΚΕΑ
products
have
special
labeling
and
indications
aiming
to
provide
information
and
advice
to
consumers
regarding
the
products’
manufacturing
details,
their
origin,
their
environmentally
friendly
character,
their
dimensions,
their
lifespan,
whether
the
use
of
the
product
is
designed
only
for
adults,
etc.
It
is
also
worth
mentioning
that
at
IKEA,
a
perennial
product
guarantee
is
offered,
which
in
some
cases
reaches
25
years.
IKEA
also
adheres
to
and
applies
a
product
withdrawal
policy.
If
necessary,
and
depending
on
the
Annual Financial Report for the period
1/1/2020 to 31/12/2020
30
importance
of
the
incident,
the
withdrawal
case
is
publicly
disclosed.
In
addition
and
in
compliance
with
the
relevant
European
Union
legislation
and
more
specifically
with
the
Regulation
on
Energy
Labeling
(EU)
2017/1369,
since
November
2020
a
transition
period
has
begun,
with
transitional
preparatory
actions,
for
the
implementation
of
the
new
directives
for
the
launch
of
new
energy
labels,
through
which
customers
will
be
informed
about
the
energy
consumption
of
electrical
appliances
and
light
bulbs.
From
March
2021,
the
new
energy
labels
will
be
available
on
products
sold
in
both
physical
and
online
retail
stores.
More
information
is
available
on
the
project
website,
www.label2020.gr
.
•
Sporting
Goods
(INTERSPORT
&
The
Athlete’s
Foot
stores):
The
Commercial
Department
of
INTERSPORT
and
The
Athlete’s
Foot,
which
is
responsible
for
product
compliance,
oversees
adherence
to
market
regulations,
as
well
as
the
European
Union
CE
labeling.
The
products
hold
special
labeling
and
indications
in
order
to
provide
information
and
advice
to
consumers
regarding
their
use,
as
well
as
information
concerning
the
manufacturing
and
the
materials
of
the
products,
etc.
Both
INTERSPORT’s
and
The
Athlete’s
Foot’s
policies
focus
on
the
inclusion
of
terms
in
their
contracts
with
suppliers,
which
stipulate
the
compliance
with
all
applicable
regulations
and
laws,
regarding
the
products
that
INTERSPORT
&
The
Athlete’s
Foot
buy
from
them.
In
cases
of
defective
products,
INTERSPORT
&
The
Athlete’s
Foot
immediately
proceed
to
their
withdrawal
and
replacement
and
initiates
all
the
necessary
procedures
in
order
to
inform
all
the
pertinent
institutions,
such
as
the
Ministry
of
Development
and
Investments,
consumers’
associations
and
consumers in general, via a specific press release.
II. Responsible product marketing and promotion
Corporate policies and due diligence
For
the
advertising
and
promotion
of
the
Group’s
IKEA
products,
in
all
countries
of
operation,
the
communication
code
applied
by
IKEA
worldwide
is
followed,
as
well
as
all
conduct,
marketing
and
communication
codes
and
the
market
regulations
that
there
is
an
obligation
to
comply
with,
while
also
taking
into
consideration
local
needs.
Regarding
the
promotion
of
the
IKEA
products,
the
relevant
policy
is
adapted
to
local
consumer
needs
and
specificities.
For
this
reason,
the
setup
of
the
IKEA
stores
varies
according to their location, in order to meet local community’s standards and local culture.
Respectively,
INTERSPORT’s
marketing
and
communication
strategy
is
set
in
accordance
with
its
vision,
which
is
to
bring
Sports
to
the
people
,
whereas
The
Athlete’s
Foot’s
strategy
is
set
according
to
its
own
vision,
which
is
to
bring
style
to
sports
,
while
always
having
as
a
principle
the
consumers’
needs
and
particularities.
Both
companies’
marketing
strategies
focus
on
two
areas:
corporate
communication
and
product
promotion.
The
product
communication
and
promotion
methods
chosen
by
the
companies
include
various
mass
media
such
as
tv,
radio
broadcasting
and
online
advertising,
while
they
respect
all
codes
of
conduct,
marketing
and
communication,
including
market
regulations
that
they
are
obliged
to
adhere to, in all the countries of operation.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
31
Outcome of the above policies and non-financial key performance indicators
•
There
were
no
incidents
of
non-compliance
with
the
legislation
and/or
voluntary
codes
concerning
impact
on
Health
and
Safety
of
the
products
of
FOURLIS
Group
[GRI
416-2]
.
Nevertheless,
in
2020
IKEA
proceeded
with
a
precautionary
recall
of
the
TROLIGTVIS
travel
mug.
More
information
is
available
on
the
website
https://www.ikea.gr/en/product-recall/
.
Similarly,
INTERSPORT
voluntarily recalled the Scooter Firefly ST 100 (Model No. 260166) in Greece and Cyprus.
More
information
is
available
in
the
Press
Release
of
the
General
Secretariat
of
Industry
https://www.ggb.gr/sites/default/files/press-releases-files/
[SS-S1]
.
•
There
were
no
incidents
of
non-compliance
concerning
product
and
service
information
and
labeling
[GRI 417-2]
.
•
There
were
no
cases
of
non-compliance
with
regulations
and
voluntary
codes
regarding
marketing
communication, including advertising, promotion and sponsorships
[GRI 417-3]
.
3. Personal data protection
The
Group
adheres
not
only
to
the
European
Legislation,
but
also
to
the
local
legislations
of
the
countries
where
it
operates,
regarding
personal
data
protection
of
the
parties
who
transact
with
the
Group.
Respecting
privacy
is
a
core
element
of
both
the
Code
of
Conduct
and
the
policies
that
are
embedded
in Group and its subsidiaries operations.
Corporate policies and due diligence
FOURLIS
Group
values
the
trust
of
all
those
who
enter
into
a
transaction
with
the
Group
and
has
designed
and
implements
a
personal
data
and
sensitive
personal
data
protection
policy
for
all
natural
persons
(visitors,
partners,
customers,
suppliers,
current,
former
and
candidate
employees).
The
Group
makes
sure
to
protect,
with
due
diligence,
all
personal
information
collected
for
business
needs,
after
obtaining
legal
consent,
and
to
safeguard
the
rights
of
natural
persons,
in
accordance
with
the
existing
legislation
and
Data
Protection
Authority
guidelines
(GDPR),
in
all
countries
where
the
Group
companies
operate.
It
is
worth
mentioning
that
all
the
Group
employees
in
all
counties
where
it
operates,
have
received
training
in
GRDP
issues,
either
via
classroom
seminars
or
via
e-learning.
GDPR
training
is
also
part
of
the
induction
program
for
all
new
employees.
Compliance
with
the
relevant
legislation
and
data
security is examined at Group companies Board of Directors level.
Outcomes of the above policies and non-financial key performance indicators
•
Unrestricted implementation of policies and procedures in relation to personal data protection.
•
The Competent Authority has not ascertained any violation of the provisions of the GDPR and
Law 4624/2019
[GRI 418-1, Metric C-G3]
.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
32
4. Society and local communities support
Corporate policies and due diligence
FOURLIS
Group
operates
daily
for
the
realization
of
its
commitment
and
vision:
the
establishment
of
the
preconditions
for
a
better
life
for
all
.
In
this
context,
the
Group
seeks
to
be
in
constant
connection
with
the
citizens
and
the
wider
society
in
the
countries
where
it
operates,
aiming
to
be
informed
about
their
needs and to understand them.
Then,
it
proceeds
with
the
evaluation
and
prioritization
of
the
needs,
in
order
to
design
programs
and
actions
that
are
in
line
with
the
Group
Principles
and
Values,
which
respond
to
the
most
important
of
these,
but
also
to
those
aligned
with
the
strategy
and
nature
of
its
activities.
These
programs
and
actions
focus mainly on supporting vulnerable social groups, as well as children.
In
addition,
in
cases
where
there
are
special
circumstances
(e.g.
pandemic,
natural
disasters),
the
Group
either
adjusts
its
programs
or
includes
actions
aimed
at
addressing
these
emergencies
for
the
relief
of
society and citizens.
Outcomes of the above policies and non-financial key performance indicators
The
following
are
some
of
the
most
significant
programs
and
actions
implemented
during
2020
to
support
society.
The
implementation
of
some
programs
was
affected
by
the
COVID-19
pandemic.
Additional
information
will
be
included
in
the
Group’s
annual
Sustainable
Development
and
Social
Responsibility
Report,
which
will
be
published
in
June
2021
and
will
be
uploaded
to
www.fourlis.gr
.
In
more details:
•
Implementation
of
“Furnished
With
Joy”
program,
through
which
the
subsidiary
HOUSEMARKET
S.A.
(IKEA
stores
in
Greece)
fully
equipped
5
municipal
kindergartens
and
nurseries,
in
cooperation
with the Municipal Authorities, which host more than 190 children, in various regions of Greece.
•
Offer
of
free
equipment
from
the
IKEA
stores
for
the
realization
of
14
children’s
wishes
supported
by Make A Wish Organization (Greece).
•
Donation
of
meals
to
foundations
and
organizations
in
Greece
from
the
IKEA
stores’
restaurants,
in
collaboration with the non-profit organization “BOROUME”.
•
In
the
context
of
responding
to
emergencies,
the
subsidiary
HOUSEMARKET
S.A.
(IKEA
stores),
in
cooperation
with
the
relevant
authorities,
proceeded
to
the
support
of
the
victims
of
the
medicane
IANOS
in
Thessaly
(Municipalities
of
Mouzaki,
Karditsa
and
Farsala)
through
the
provision
of
IKEA
products,
while
continuing
to
implement
a
discount
policy
for
those
affected
by
the
fires
in
Eastern
Attica.
•
The
subsidiary
INTERSPORT
ATHETICS
S.A.,
in
collaboration
with
the
Association
of
Women
with
Breast
Cancer
“ALMA
ZOIS”,
implemented
in
October,
the
month
of
prevention
and
information
about
breast
cancer,
the
action
“Give
energy
for
life!”,
and
offered
10%
of
the
sales
of
women’s
Energetics
clothing
collection,
during
the
period
of
16-31/10/2020,
for
the
implementation
of
a
new
Annual Financial Report for the period
1/1/2020 to 31/12/2020
33
program
of
the
Association,
the
online
Pilates
team,
which
will
take
place
between
November
2020-
April 2021.
•
Support
from
the
FOURLIS
Group
subsidiaries
of
the
#mazitisgiortes
campaign
of
the
Association
“Together
for
the
Child”,
providing
all
the
necessary
items
for
the
festive
table
of
40
families
with
minor
children
who
have
been
financially
affected
by
the
measures
applied
for
reducing
the
pandemic. FOURLIS Group employees were also invited to voluntarily participate in the activity.
•
Collection
of
basic
necessities
by
the
Group’s
employees
in
Cyprus
and
Bulgaria,
during
the
Christmas
holidays,
which
were
offered
to
the
organizations
“Be
a
Hero”
and
“Vasilitsa”
respectively,
to support vulnerable fellow humans.
•
Support,
by
the
Company,
of
the
“DIAZOMA”
association,
the
non-profit
organization
“OPHELTES-
THE
FRIEND
OF
NEMEA”,
the
“SOCIETY
FOR
THE
REVIVAL
OF
THE
NEMEAN
GAMES”
and
the
“ELLINIKI ETAIRIA SOCIETY FOR THE ENVIRONMENT AND CULTURAL HERITAGE”.
•
Implementation
of
actions,
from
HOUSEMARKET
Bulgaria
EAD
(IKEA
Bulgaria
stores),
for
supporting children from vulnerable social groups. In 2020 the subsidiary:
o
donated
the
total
proceeds
from
the
sales
of
SAGOSKATT
plush
toys
to
support
UNICEF
programs for children,
o
supported
the
“For
Our
Children”
organization
by
offering
items
for
the
day
center
for
children with disabilities,
o
offered
products
to
the
organization
“SOS
Children’s
Villages”
for
the
creation
of
the
youth centers “Dreamers”,
o
set
up
play
corners
in
public
libraries
in
Bov
and
Elena
areas,
as
well
as
in
the
children’s
museum “Museiko”.
1. Employment
Corporate policies and due diligence
FOURLIS
Group
is
its
People,
all
those
who
support
its
operations
on
a
daily
basis.
Its
approach
to
employment
and
its
relationships
with
its
employees
directly
affect
their
performance,
retention
and
development,
while
these
issues
are
also
significant
for
the
Group’s
long-term
sustainable
development.
The
following
are
the
main
pillars
of
the
policy,
regarding
the
recruitment
of
staff
and
the
professional
development of its human resources:
•
Common
recruitment
evaluation
criteria
for
all
the
Group’s
companies,
to
ensure
equal
opportunities
and to fight discrimination.
•
Provision
of
equal
development
opportunities
to
all
Group
employees,
through
internal
transfer
and
promotion processes.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
34
•
The
compensation
and
benefit
policy,
which
is
based
on
the
financial
results
of
the
Group,
on
the
employee’s
performance
appraisal
conducted
on
an
annual
basis
and
on
retail
market
trends
in
relation to compensations.
•
Taking
into
consideration
the
balance
when
it
comes
to
gender,
nationality,
religion,
political
or
other
opinions,
as
well
as
issues
such
as
disability,
sexual
orientation,
etc.
during
the
selection
and
development processes of employees, as well as in the compensation and benefits policy.
When
in
any
of
the
companies
there
are
job
openings,
those
are
readily
covered
either
via
internal
transfer/promotion
of
employees
(through
the
Open
Resourcing
Policy),
or
via
a
direct
transfer/promotion of an employee (for Executives), or via a new recruitment.
Outcomes of the above policies and non-financial key performance indicators
On 31/12/2020, FOURLIS Group’s total number of employees was 4,105.
Total workforce by region and gender
(temporary and permanent, full-and part-time)
2. Employee training and education
Corporate policies and due diligence
The
Group
believes
that
the
employees’
need
for
training
is
continuous
and
ever
increasing,
as
the
competition
and
the
current
market
demands
are
constantly
generating
new
training
and
educational
needs.
For
this
reason,
the
training
of
each
Group
employee
begins
upon
his/her
recruitment,
while
ensuring
the
continuous
training
and
education
of
employees
is
achieved
through
adherence
to
the
training plan drawn up at the completion of the annual performance appraisal.
Outcomes of the above policies and non-financial key performance indicators
Annual Financial Report for the period
1/1/2020 to 31/12/2020
35
The
first
training
program
for
every
Group
employee
is
an
induction
program,
through
which
it
is
ensured
that
all
the
newly
hired
employees
are
informed
about
the
Group’s
Structure,
Values,
Code
of
Conduct
and
Internal
Labor
Regulation
of
each
company.
This
program
is
implemented
both
in
classroom
and
via
e-learning.
Also,
all
the
employees
of
the
Group
are
members
of
the
Training
Academy
of
the
Group
“FOURLIS
Learning
Academy”,
which
has
been
operating
since
2011,
and
participate
in
programs
according to the requirements of their role and their needs for personal development.
In
the
context
of
the
Academy,
the
FOURLIS
Retail
Diploma
program
was
launched
in
2016.
The
program
was
created
with
the
main
objective
to
provide
high
level
knowledge
from
University
Professors
and
Senior
Executives
of
both
the
market
and
the
Group,
in
a
range
of
fields
mainly
focusing
on
Retail
Management.
The
program
is
attended
by
employees
of
all
the
Group
companies
from
all
countries
of
operation.
By
the
end
of
2020,
the
program
has
been
attended
by
a
total
of
60
employees
from
all
counties
of
operation
of
FOURLIS
Group
and
47
employees
have
graduated.
During
2020,
due
to
the
COVID-19 pandemic, there was not a new class.
In
2020,
all
trainings
were
implemented
remotely
either
through
e-learning
or
through
an
asynchronous
training platform.
Performance Appraisal and Development
Since
2008
an
annual
Performance
Appraisal
and
Development
Review
System
for
all
the
Group
employees
is
adopted,
in
order
to
ensure
that
the
evaluation
process
is
and
will
remain
transparent.
The
performance
Appraisal
and
Development
Review
Procedure,
which
includes
both
the
assessment
of
the
agreed
measurable
objectives
and
the
employees’
skills
and
behavior,
is
conducted
once
a
year
for
all
employees in all the Group companies
[GRI 404-3]
.
In
2020,
the
Appraisal
and
Development
Review
procedure
was
renewed
to
meet
current
business
needs.
More
information
and
data
regarding
the
results
of
the
policies
in
matters
of
training
and
education
of
the
Group’s
employees,
as
well
as
for
the
new
Appraisal
and
Development
Review
procedure
will
be
included
in
the
Group’s
annual
Sustainable
Development
and
Social
Responsibility
Report 2020.
[GRI 404-1]
Average hours of training by gender
Annual Financial Report for the period
1/1/2020 to 31/12/2020
36
Average hours of training by employee
category
3. Employee health, safety and wellbeing at work
Corporate policies and due diligence
Given
that
the
creation
of
a
safe
and
healthy
work
environment
is
a
fundamental
Principle
for
the
Group,
as
it
is
also
depicted
in
its
Values,
not
only
the
clauses
of
the
relevant
labor
legislation
are
followed
in
all
the
countries
where
the
Group
operates,
but
also
potential
risks
the
Group
may
face
are
assessed
so
as to take the necessary measures in order to prevent potential accidents.
An
important
priority
is
to
safeguard
compliance
with
the
Health
&
Safety
Policy
by
carrying
out
intensive
inspections
led
by
safety
technicians
in
all
the
Group
companies’
facilities,
and
by
having
the
safety
technician
conduct
an
occupational
risk
assessment
study.
The
Group,
as
a
minimum
prerequisite,
complies
with
the
requirements
of
the
local
legislative
frameworks
and
the
“ILO
Code
of
Practice
on
Recording
and
Notification
of
Occupational
Accidents
and
Diseases”.
The
Group
also
invests
in
the
continuous
and
regular
training
of
all
employees,
so
that
they
can
respond
to
emergencies
affecting
their
own
safety
but
also
clients’,
visitors’
and
business
partners’
in
its
stores.
Especially
at
the
IKEA
stores,
internal
Safety,
Fire
Protection
and
First
Aid
teams
have
been
created,
while
at
the
INTERSPORT
and
The
Athlete’s
Foot
stores,
specific
employees
have
been
trained
to
be
able
to
handle
with
relevant
issues.
In
addition,
aiming
to
inform
employees
on
health
and
wellbeing
issues
and
to
encourage
them
to
adopt
a
healthier
lifestyle,
the
Group’s
Social
Responsibility
Division
implemented
the
EF
ZIN
(WELLBEING)
program
for
the
10th
consecutive
year.
In
the
context
of
this
program,
a
number
of
actions
that
concern
healthy diet, health and prevention, exercise, etc. are taking place every year.
Outcome of the above policies and non-financial key performance indicators
•
In 2020, there were no work related fatal and/or serious accidents in all the Group companies.
•
As
a
result
of
the
overall
management
regarding
Health
and
Safety
topics
in
the
workplace,
the
Employee
Insight
Survey,
conducted
in
2018,
indicated
that
the
area
that
gathered
the
greatest
satisfaction
of
the
human
resources,
was
safety.
The
survey
was
not
implemented
in
2020
due
to the COVID-19 pandemic and is scheduled to be implemented in the last quarter of 2021.
•
In
2020,
in
the
context
of
the
EF
ZIN
program,
some
indicative
activities
that
took
place
was
a
Mediterranean
Diet
program
which
was
implemented
in
collaboration
with
dieticians
and
nutritionists
in
Greece,
Cyprus
and
Bulgaria
and
for
employees
of
the
Group
in
Greece,
online
fitness
classes,
online
psychology
seminars
and
a
counseling/psychological
support
line
for
Annual Financial Report for the period
1/1/2020 to 31/12/2020
37
employees
and
their
relatives
(spouses,
children).
The
line
operates
24/7/365
in
collaboration
with psychologists.
Below
are
the
benefits
offered
to
full-time
and
part-time
employees
(not
seasonal
employees),
based
on significant operating locations throughout the FOURLIS Group
[GRI 401-2]
.
Disability
and
inability coverage
Retirement
provision
benefits**
* Parental leave is granted based on relevant law.
** No retirement benefits are offered in Romania, Bulgaria and Turkey, as this is not a common practice in these countries.
More
information
on
the
results
of
Group’s
employees’
Health
and
Safety
policies
will
be
included
in
the
Group's annual Sustainable Development and Social Responsibility Report 2020.
e) Respect for Human Rights
Corporate policies and due diligence
[Metric C-S5]
The
Group
approaches
the
issues
of
respect
and
protection
of
Human
Rights
in
a
systematic
way
through
policies and initiatives. This effort is comprised of:
•
Participation
in
the
UN
Global
Compact,
through
which
the
Group
commits
to
uphold
the
respective
Principles
such
as
those
relating
to
the
respect
of
freedom
of
association,
the
abolishment of child and forced labor and discrimination in the workplace and its supply chain.
•
The Internal Labor Regulations.
•
The Code of Conduct.
•
The Health and Safety Policy.
•
The responsible product policies of the Group’s subsidiaries.
Outcomes of the above policies and non-financial key performance indicators
All
Group
employees
have
signed,
independently
of
their
position
in
the
corporate
hierarchy,
the
detailed
or
concise
version
of
the
Code
of
Conduct,
(the
concise
version
is
available
on
the
website
www.fourlis.gr).
In
addition,
the
Code
of
Conduct
Line
of
the
Group
is
available
24
hours
a
day
and
anyone
may
call
the
Line,
in
order
to
report
(anonymously
or
not),
any
concerns
related
to
Code
of
Conduct
violations
or
non-compliance
with
the
legislation.
For
the
period
1/1-31/12/2020
no
incident
was
reported
in
relation
Annual Financial Report for the period
1/1/2020 to 31/12/2020
38
to
human
rights
abuses
or/and
violations
and
no
discrimination
incident
also
based
on
race,
gender,
religion,
age,
disability,
nationality,
political
beliefs,
etc.,
including
harassment
throughout
the
Group’s
activities
[GRI 406-1]
.
f) Anti-corruption and issues related to bribery
Corporate policies and due diligence
[Metric C-G2]
Aiming
to
fight
corruption,
bribery
and
fraud,
the
Group
has
established
and
implements
the
following.
(The information presented below is indicative. More information is available at
,
):
•
Corporate
Governance
Code:
The
Company
has
decided,
through
the
Board
of
Directors’
decision
in
28/2/2011,
to
voluntarily
comply
with
the
Greek
Code
of
Corporate
Governance
for
Listed
Companies.
The
Code
is
adapted
to
the
Greek
legislation
and
business
reality
and
constitutes
a
best
practices
standard
for
corporate
governance.
It
aims
at
enhancing
Greek
companies’
transparency
and
increase
the
investors’
confidence
both
on
listed
companies
overall,
as
well
as
in
each
one
individually, while it broadens the horizons to attract investment capital.
•
Code
of
Conduct:
The
Code
of
Conduct
focuses
on
creating
a
work
environment
that
promotes
respect
and
protection
of
Human
Rights.
Through
the
Code,
the
Group
promotes
and
applies
a
policy
of
equal
opportunities
for
all
employees,
as
well
as
a
policy
that
prohibits
sexual
harassment,
in
full
compliance
with
labor
legislation.
Furthermore,
the
Group’s
violence
prevention
in
the
workplace
policy,
as
it
is
set
out
in
the
Code,
strictly
prohibits
acts
of
violence,
threatening
messages
or
behavior
and
the
use
or
possession
of
weapons
by
any
person
in
the
workplace
or
during
any
transactions
with
external
business
partners.
All
Group
employees
are
obliged
to
adopt
and
implement the Code of Conduct.
•
Code
of
Conduct
Line:
The
Group
Code
of
Conduct
Line
is
available
24
hours
a
day
and
anyone
can
call
in
order
to
report,
anonymously
or
not,
any
concerns
related
to
Code
of
Conduct
violations
or
non-compliance
with
the
legislation.
The
Code
of
Conduct
line
is
accessible
via
mobile
phone
or
fixed
line
at
(+30)
210
6293010,
or
via
sending
email
at
the
email
address:
.
•
Regulation
of
Operations:
The
Regulation
of
Operations
of
the
parent
company
of
the
Group
(FOURLIS
HOLDINGS
S.A.)
is
approved
by
the
Board
of
Directors.
It
describes
the
organizational
structure,
the
risk
management
and
the
internal
audit
system.
It
includes
the
basic
principles
of
operation
and
the
relevant
procedures,
while
also
describes
the
composition
and
responsibilities
of
the
Audit
Committee,
the
Nomination
and
Remuneration
Committee
and
the
Internal
Audit
Department.
Additionally,
it
contains
the
basic
principles
of
the
transaction
Code
for
its
securities
and
compliance
with
the
applicable
legislation.
The
Regulation
of
Operations
was
renewed
in
2020
based on the requirements of the recent Corporate Governance Law 4706/2020.
•
Audit
Committee:
The
operation
of
the
Board
of
Directors
of
FOURLIS
HOLDINGS
S.A.
is
supported
by
the
Audit
Committee.
The
Audit
Committee
is
appointed
by
the
General
Meeting
of
Shareholders
Annual Financial Report for the period
1/1/2020 to 31/12/2020
39
and
operates
in
accordance
with
article
44
of
law
4449/2017
as
amended
by
article
74
of
law
4706/2020,
articles
10,
15
and
16
of
law
4706/2020
and
EU
Regulation
No.
537/2014,
the
Greek
Code
of
Corporate
Governance
voluntarily
adopted
by
the
Company
(
https://www.athexgroup.gr/web/guest/esed
)
and
the
provisions
of
the
Company’s
Regulation
of
Operations
and
the
Regulation
describes
the
responsibilities,
the
duties
and
obligations
of
the
Audit
Committee in relation to the above framework.
The Audit Committee has been set up to support the Board of Directors in its tasks related to:
o
financial information,
o
internal controls systems,
o
the Internal Audit Department,
o
regulatory compliance and risk management systems and
o
the
supervision
of
the
regular
auditor
of
the
corporate
and
consolidated
financial
statements
of
the Company.
The
Audit
Committee
Charter
has
been
approved
by
the
Board
of
Directors
of
the
Company.
For
2020,
the
Audit
Committee
has
submitted
a
report,
which
refers
to
the
Sustainable
Development
Policy followed by the Company.
•
Internal
Audit
Department:
The
Group’s
Internal
Audit
Department
is
organized
in
a
way
that
allows
it
to
carry
out
an
independent,
confirmative
and
advisory
role
and
designed
to
add
value
and
improve
the
company’s
processes.
The
Department
supports
the
Group
to
achieve
its
objectives
through
assessment,
which
contributes
to
the
improvement
of
the
corporate
governance,
internal
audit
and
risk
management
systems.
The
operation
of
the
Internal
Audit
Department
is
supervised
by
the
Audit
Committee
and
is
in
accordance
with
articles
15
and
16
of
law
4706/2020,
the
Greek
Code
of
Corporate
Governance
that
the
company
has
voluntary
adopted
(
https://www.athexgroup.gr/en/esed
)
as
well
as
the
provisions
of
the
Regulation
of
Operations.
The
Internal
Audit
Department
has
the
Audit
Committee
Charter
that
has
been
approved
by
the
Board
of
Directors
of
the
Company
and
describes
its
responsibilities,
duties
and
obligations.
The
Audit Committee Charter is posted on the Company's website.
•
Nomination
and
Remuneration
Committee:
The
Nomination
and
Remuneration
Committee
is
responsible
for
the
procedure
of
electing
Board
members,
selecting
Senior
Executives
and
preparing
proposals
for
the
Board
of
Directors
regarding
the
remuneration
(basic
salary,
bonuses
or
financial
incentives
and
benefits)
of
Executive
Directors
and
key
senior
executives.
Issues
related
to
remuneration
are
included
in
the
Compensation
Policy
(based
on
article
110
L.458/2018
–
article
9a
of
Directive
2007/36/EC,
Directive
2017/828
EU)
and
the
Compensation
Report
(according
to
art.
112,
law
4548/2018)
which
have
been
approved
by
the
General
Assembly
and
are
posed
on
the
website
www.fourlis.gr
[Metric
A-G4]
.
There
is
also
a
relevant
report
in
the
Corporate
Governance Statement which is also available on the website
www.fourlis.gr
.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
40
•
Implementation
of
a
specific
procedure
for
informing
the
Senior
Management
and
the
Internal
Audit
Department on any fraud or corruption incident.
•
Supervision
of
Sustainable
Development:
The
sustainability
topics
are
discussed
at
least
once
a
year
in
the
Executive
Committee,
where
Executives
of
the
Group
companies
as
well
as
Executive
Board
Members
participate
and
who
then
notify
these
sustainability
topics
to
the
rest
of
the
Board
Members
in
order,
based
on
the
materiality
analysis
results,
to
define
priorities
and
relevant
targets
[Metric C-G1]
.
Outcomes of the above policies and non-financial key performance indicators
While
implementing
the
Senior
Management
informational
procedure
for
addressing
fraud
and
corruption
incidents,
during
the
period
of
1/1-31/12/2020,
one
(1)
case
of
limited-scale
fraud
with
non-
material
financial
scale
was
recorded
at
a
subsidiary.
This
incident
was
identified
by
the
Group's
companies’
internal
controls
processes
and
was
assessed
as
non-significant,
while
all
the
necessary
measures
were
implemented.
There
was
no
other
notification
or
complaint
relating
to
corruption
or
bribery incidents that the Group's Management is aware of.
Corporate policies and due diligence
In
the
Group,
since
Environmental
issues
have
not
emerged
as
a
material
topic
through
the
latest
materiality
analysis,
the
risks
that
may
arise
from
climate
change
in
relation
to
the
Group's
business
model
are
not
recorded.
In
the
new
materiality
analysis,
if
environmental
issues
arise
as
a
material
topic,
the Company will manage them accordingly.
However:
•
the
effects
of
the
activities
are
monitored
and
a
series
of
voluntary
actions
and
interventions
are
being
carried
out,
aimed
at
reducing
environmental
impact,
saving
and
recycling
of
natural
resources,
as
well
as
raising
awareness
of
employees
and
the
public
on
environmental
issues
and
adopting
a
responsible
attitude
towards
life.
The
results
of
the
applied
practices
are
communicated
in
the
annual
Report
on
Sustainable
Development
and
Social
Responsibility,
as
well
as
in
the
Progress
Report
"Communication
on
Progress"
of
the
Group,
regarding
the
observance of the ten Principles of the United Nations Global Compact.
•
in
the
context
of
the
commitments
undertaken
by
IKEA
worldwide,
the
subsidiary
HOUSEMARKET
(IKEA
stores)
of
FOURLIS
Group
is
committed
to
reduce
food
waste
by
50%
in
IKEA
restaurants
in
Greece,
Cyprus
and
Bulgaria,
by
the
end
of
2022,
as
well
as
to
raise
public
awareness about reducing food waste at home.
•
2
charging
stations
for
electric
cars
have
been
installed
and
are
operating
in
the
IKEA
Sofia
store
in
Bulgaria
and
IKEA
is
now
a
member
of
the
Eldrive
network
which
provides
more
than
150
charging
points
for
electric
cars.
At
the
same
time,
it
now
has
electric
trucks
that
can
be
rented
Annual Financial Report for the period
1/1/2020 to 31/12/2020
41
on
very
privileged
prices
by
customers
who
have
no
car
at
all
or
have
a
small
car,
in
order
to
transport their purchases to their destination.
Outcomes of the above policies and non-financial key performance indicators
The data monitored at the Group facilities, where possible, include the following:
ENERGY CONSUMPTION (FOURLIS Group in total)*:
Electricity
(
kWh
):
50
,
451
,
240
Heating oil
(
lt
):
116
,
463
**
Natural gas
(
m
3
):
554
,
828
*
The
above
consumption
may
be
modified,
as
at
the
date
of
issuance
of
this
Report
(Statement)
not
all accounts were available.
**
The
difference
that
arises
in
relation
to
the
corresponding
consumption
for
2019,
is
due
to
the
fact
that the year 2020 includes the consumption from the IKEA Cyprus store.
•
CARBON
EMISSIONS:
Since
2012,
the
subsidiary
TRADE
LOGISTICS
S.A.
calculates
its
CO
2
emissions
for
all
of
its
operations,
aiming
to
find
the
most
compatible
solutions
for
emissions
reduction.
The
results
for
2020
will
be
available
in
the
Group’s
Sustainable
Development
and
Social
Responsibility
Report 2020, which will be published in June 2021.
•
PHOTOVOLTAIC
SYSTEMS:
Since
2013,
the
subsidiary
TRADE
LOGISTICS
S.A.
has
installed
on
its
building’s
roof
and
operates
a
photovoltaic
system
of
1,400
MWh
average
annual
capacity
for
producing
electricity.
In
2020,
the
total
electricity
production
was
1,432
MWh.
In
addition,
during
the
same
period,
1,296
metric
tons
of
CO
2
e
were
not
released
into
the
atmosphere,
due
to
the
fact
that the electricity from the photovoltaic park is produced from renewable energy sources.
Respectively,
the
subsidiary
HOUSEMARKET
S.A.
is
in
the
process
of
implementing
the
installation
of
electric
power
generation
systems
on
its
buildings’
roofs,
with
the
aim
to
maximize
the
use
of
installations
that
do
not
further
burden
the
environment.
In
this
context,
in
2019,
the
process
of
installing
a
photovoltaic
system
with
offsetting
was
completed
in
the
IKEA
Cyprus
store
and
is
expected
to
operate
in 2021.
LAMPS REPLACEMENT PROGRAM
Annual Financial Report for the period
1/1/2020 to 31/12/2020
42
In
2020,
the
subsidiary
INTERSPORT
S.A.
continued
the
replacement
program
of
high-consumption
lamps
with
LED
bulbs
in
INTERSPORT
and
The
Athlete’s
Foot
stores.
The
program
will
continue
during
2021.
At
the
same
time,
at
the
stores
that
are
being
renovated,
energy-efficient
technology
air
conditioners are being installed.
RECYLING OF MATERIALS (FOURLIS Group in total)
Paper
(
kg
):
1
,
811
,703
Cooking fat
(lt):
14
,
4
4
5
APPROPRIATE MATERIAL MANAGEMENT
•
The
IKEA
Airport
store
manages
organic
waste,
which
is
promoted
for
composting.
For
2020
this
quantity was 239 kg.
•
Since
September
2016,
HOUSEMARKET
S.A.
(IKEA
stores
in
Greece)
has
implemented
an
electronic
archiving
system
for
copies
of
invoices
and
credits,
with
significant
benefits
in
saving
paper.
Characteristically,
through
this
practice
it
is
estimated
that
in
2020
the
printing
of
a
total
of
211,409
A4 pages was avoided in the stores, in the e-shop, as well as in IKEA Pick Up and Order points.
•
A
similar
practice
is
followed
by
INTERSPORT
Greece
which,
since
November
2017,
has
conducted
the
electronic
archiving
of
copies
of
sales
documents,
an
intervention
which,
in
2020,
resulted
in
the
avoidance of printing 2,227,956 copies of documents.
•
In
2018,
INTERSPORT
Greece
proceeded
to
the
replacement
of
the
cardboard
boxes
with
reusable
plastics
for
the
transport
of
its
goods
from
its
central
warehouse
(TRADE
LOGISTICS)
to
its
stores
in
Attica
and
Thessaloniki.
In
2020
this
practice
was
applied
also
for
the
stores
of
Patras
and,
as
a
result, it is estimated that unused cardboard boxes in 2020 reach a total of about 90,000 pieces.
WATER CONSUMPTION (FOURLIS Group in total*)
Annual Financial Report for the period
1/1/2020 to 31/12/2020
43
*
FOURLIS
A.E
HOLDINGS
(FOURLIS
Group
Headquarters),
as
well
as
INTERSPORT
stores
in
Bulgaria,
INTERSPORT
&
The
Athlete’s
Foot
in
Turkey
and
the
IKEA
Pick
Up
and
Order
Point
in
Heraklion,
Crete,
are excluded.
**
The
above
consumption
may
be
modified,
as
at
the
date
of
issuance
of
this
Report
(Statement)
not
all accounts were available.
•
IKEA
stores
have
sustainable
products
which
are
presented
in
detail
on
its
website
(
https://www.ikea.gr/en/much-more-than-what-you-can-imagine/sustainable-products/
).
•
In
2020,
the
gradual
withdrawal
of
all
non-rechargeable
alkaline
batteries
from
the
global
product
line
of
IKEA
and
their
replacement
by
rechargeable
batteries
began.
The
withdrawal
will take place gradually and will be completed by October 2021.
•
IKEA
worldwide
is
committed
to
the
use
of
renewable
and
recycled
materials
in
all
its
products,
by
2030.
In
this
direction,
in
2020
the
process
of
removing
disposable
plastics
from
the
restaurants
of
IKEA
stores
(e.g.
glasses,
lids,
straws,
plates,
forks,
etc.)
began
as
well
as
their
replacement by similar alternatives made from paper or wood.
In
addition,
flat
packaging
reduces
pollutant
emissions
from
transport
from
factory
to
store
and
from
store to home while also reducing transport costs.
In
relation
to
the
food
available
in
the
restaurant
of
the
IKEA
stores
and
sold
by
the
IKEA
Swedish
Food
Store, the following are worth mentioning:
•
The
salmon
served
at
the
IKEA
store
restaurant
and
sold
by
the
IKEA
Swedish
Food
Store,
comes from responsible aquaculture according to the ASC standard.
•
Seafood
served
at
the
IKEA
store
restaurant
and
sold
by
the
IKEA
Swedish
Food
Store,
comes
from sustainable fishing certified according to the MSC standard.
•
IKEA
chocolates
and
coffee
are
UTZ
certified.
This
means
that
both
the
cocoa
and
the
coffee
are
sourced
from
sustainable
farms
that
create
better
living
opportunities
for
the
producers
and
their families.
•
In
2020,
IKEA
launched
the
new
vegetable
meatballs
HUVUDROLL,
which
are
produced
from
pea
protein,
oats,
potatoes,
onion
and
apple
and
which
have
the
same
taste
and
texture
as
the
classic
IKEA
meatballs.
The
plant
ingredients
of
this
new
product
come
from
sustainable
sources,
with a very small environmental footprint (4%).
Annual Financial Report for the period
1/1/2020 to 31/12/2020
44
Overall,
the
IKEA
stores’
restaurant
maintains
a
Food
Safety
System
according
to
the
international
standard
ISO
22000.
For
the
IKEA
stores
of
Greece
and
Cyprus,
the
certification
of
the
Food
Safety
System
expired
in
December
2019
and
the
certification
body
provided
an
extension
of
6
months.
Certification
procedures
could
not
be
performed
due
to
the
conditions
created
by
the
pandemic.
For
this
reason,
they
will
be
conducted
as
soon
as
the
stores
return
to
normal
operation.
The
IKEA
store
in
Bulgaria is in the process of certification.
Respectively, INTERSPORT also has sustainable products, such as:
•
Adidas
fitness
&
running
products
with
Primeblue
materials,
such
as
W.N.D.
jackets.
Primeblue
is
a
high-performance
recycled
material
from
Parley
Ocean
Plastic,
i.e.
recycled
plastic
waste
collected from islands, beaches and coastal communities to reduce ocean pollution.
•
Energetics
fitness
&
running
products
with
Dry
Plus
eco
technology,
such
as
Gumsy
wms
tights
or
Braviana
wms
bra.
The
moisture
management
membrane
material
is
made
from
seed
oil-
based
materials
(MidoriTM).
The
products
are
recyclable
and
comply
with
OEKTEX
100
standards.
•
The
Mc
Kinley
RUMBAK
UX
hiking
jacket
whose
breathable
membrane
material
is
renewable,
durable
and
100%
PCF
free
(PFC
free).
PFC
treated
fabrics
are
environmentally
friendly
(without
fluorocarbons).
These
fabrics
are
durable,
water
repellant
and
offer
very
good
breathability.
Like
all
products
with
Aquamax
ECO
technology
for
heat
management,
it
is
recyclable
and
complies
with
OEKTEX
100
standards.
Its
thread
has
been
processed
by
S.Cafe.
The
innovative
S.Cafe
technology
uses
the
casing
of
already-used
coffee
bean
to
produce
yarn.
The
fabric
thus
dries
quickly, controls odor and offers a comfortable feeling.
•
Mc
Kinley
ski
thermal
underwear
with
merino
wool
material
such
as
Riku
II
ux.
Merino
is
a
renewable,
100%
natural
resource
with
many
inherent
protective
and
functional
properties
including
insulation,
breathability,
moisture
management
and
protection
from
ultraviolet
radiation.
The Athlete’s Foot has sustainable products, such as:
•
The
CONTINENTAL
80
Shoe
from
adidas.
The
shoes
are
made
up
of
foam,
based
on
natural
materials
(algae),
which
contribute
to
the
cleaning
of
at
least
10
liters
of
contaminated
lake
water.
Made
by
Primegreen,
a
range
of
high-performance
recycled
materials.
The
upper
layer
includes 70% recycled material.
•
Stan
Smith,
Supercourt
&
Super
Star
Shoes
by
Adidas,
with
the
upper
layer
made
of
70%
recycled
material.
None
of
the
materials
in
these
products,
including
glue
and
paints,
contain
ingredients
of
animal
origin.
Made
by
Primegreen,
a
range
of
high-performance
recycled
materials.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
45
Information
in
relation
to
revenues
from
eco-friendly
products
sales
is
classified
as
confidential
by
the
Company and therefore is not published
[Metric A-S5].
FOURLIS
Group
seeks
to
continuously
improve
its
relationship
with
suppliers
by
communicating
the
terms
of
cooperation
and
the
key
framework
of
principles
and
values
that
govern
their
partnership.
The
Group’s
business
continuity
is
critical
to
the
continuous
delivery
of
high-quality
products
and
services.
The
Group
aims
to
maximize
the
client
satisfaction
and
develop
mechanisms,
aimed
at
identifying
and
responding
to
situations
that
may
adversely
affect
the
business
continuity
of
its
critical
operations,
such
as
the
availability
of
its
products.
In
order
to
ensure
business
continuity,
the
Group
assesses
its
weaknesses
and
investigates
threats
that
may
affect
its
business
model
and
are
related
to
its
supply
chain and takes relevant precautionary measures.
Concerning
its
supply
chain
FOURLIS
Group
is
in
the
process
of
evaluating
the
possibility
of
implementing
within the next 2 years, the following practices:
•
Incorporation of FOURLIS Group Code of Conduct into its supplier contracts.
•
Integration
of
ESG
criteria
during
the
selection
and
evaluation
of
potential
and
existing
suppliers.
The
main
supply
chain
services
provider
for
the
Group
is
the
subsidiary
TRADE
LOGISTICS.
TRADE
LOGISTICS
(TRADE
LOGISTICS
S.A.)
purpose
is
to
provide
supply
chain
services,
like
the
receipt,
storage
and
transport
of
goods,
the
creation
of
promotional
and
other
packaging,
the
supply
of
business
units
and the management of all relevant information. More specifically, its activities are:
1.
Storage and distribution services for the below stores:
•
ΙΚΕΑ in Greece, Cyprus and Bulgaria
•
INTERSPORT in Greece, Cyprus, Romania, Bulgaria and Turkey (central warehouse)
•
The Athlete’s Foot in Greece and Turkey
2.
Delivery of e-commerce orders directly to the customers in Greece for:
•
IKEA’s e-shop (www.ikea.gr) and
•
INTERSPORT’s e-shop (
www.intersport.gr
)
TRADE
LOGISTICS,
with
its
specialized
and
experienced
personnel,
the
use
of
technology
and
the
adoption
of
innovative
methods
in
the
Logistics
field,
aims
at
the
proper
operation
of
all
storage
and
delivery procedures, as well as at the development of its activities.
f) Impact of the COVID-19 pandemic on non-financial issues
Corporate policies and due diligence
Health, safety and wellbeing of employees
Annual Financial Report for the period
1/1/2020 to 31/12/2020
46
To
ensure
the
health,
safety
and
wellbeing
of
employees,
FOURLIS
Group
undertook
the
strict
implementation
of
the
legislation
for
every
labor
issue.
In
Greece,
but
also
in
other
countries
(Cyprus,
Bulgaria,
Romania,
Turkey),
the
Group
initially
distributed
regular
and
thorough
information
on
the
issues
of
the
COVID-19
pandemic
to
its
employees.
The
briefing
included
general
information
and
guidelines about the virus, such as:
•
correct application of personal and public hygiene rules,
•
procedure in case of symptoms or in case of contact with COVID-19 case,
•
use of public areas and public transport,
•
use and disposal of masks, gloves, the use of antiseptics and
•
keeping distance.
In
addition,
there
was
constant
communication
between
the
employees
and
the
occupational
physicians,
while business travel was limited to what was absolutely necessary.
Prior
to
the
enactment
of
the
measure,
which
required
citizens
to
wear
masks,
the
Company
distributed
masks to all employees. Each employee received 4 winter and then 4 summer masks.
The
Group
respectively
took
protection
measures
for
its
partners
and
suppliers.
In
this
context
and
following
the
legislation,
it
proceeded
to
the
cessation
of
live
meetings
in
its
workplaces,
implementing
online
meetings
using
digital
media
(Microsoft
Teams).
In
cases
where
there
was
the
need
for
a
live
meeting,
such
as
when
sampling
products,
the
official
guidelines
were
completely
followed
by
taking
all
the
necessary
safety
measures.
For
the
partners
who
were
in
the
workplace,
the
policies
and
guidelines
concerning the employees of the Group were followed.
Customer health and safety
And
for
its
customers,
the
Group
proceeded
with
the
strict
implementation
of
all
laws
related
to
retail
stores
and
thus
limited
the
number
of
customers
and
visitors
for
the
period
that
they
remained
open.
In addition, in all areas of the stores the following were put in place:
•
special markings to maintain distances,
•
hand sanitizers,
•
equipment for disinfecting objects,
•
special bins for disposing of masks and disposable gloves,
•
plexiglass
at
checkouts
and
other
places
where
the
employee
comes
into
contact
with
the
customer.
In
addition,
signs
were
placed
in
all
stores
to
encourage
the
use
of
lifts
only
by
people
in
need
and
only
with
the
mandatory
use
of
a
face
mask.
During
payments,
the
use
of
debit
/
credit
cards
was
encouraged,
to avoid direct contact with used banknotes and further spread of the virus.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
47
Social contribution programs
From
the
first
moment
the
COVID-19
pandemic
broke
out,
FOURLIS
Group
and
its
subsidiaries
(IKEA,
INTERSPORT,
TRADE
LOGISTICS)
responded
immediately
to
the
increased
demands
of
society
as
a
whole,
mainly
in
the
field
of
Public
Health,
offering
products
to
reference
hospitals,
as
well
as
in
other
structures, to support vulnerable groups.
In
this
context,
IKEA
products
were
offered
to
the
Army
Pension
Fund
Hospital
(N.I.M.T.S.),
to
the
University
General
Hospital
of
Thessaloniki
(AHEPA),
to
the
University
General
Hospital
of
Patras,
to
the
University
Pulmonary
Clinic
of
Alexandroupolis
and
to
the
City
of
Athens
Homeless
Shelter
(KYADA),
while
INTERSPORT
products
were
offered
to
the
nurses
of
the
Hospital
for
the
exclusive
treatment
of
patients
with
COVID-19
"Pammakaristos".
During
the
Christmas
period,
the
Group
companies
provided
the
essentials
for
the
festive
table
of
40
families
with
minor
children
living
without
income
on
the
edge
of
poverty,
due
to
the
consequences
of
the
pandemic,
through
the
#mazistisgiortes
campaign
organized
by
the
"Together
for
Children"
Association.
The
campaign
was
voluntarily
supported
by
the
Group's
employees,
by
offering
any
amount
they
wished
for
this
purpose,
through
the
Association’s
crowdfunding
platform.
In
Cyprus,
IKEA
stores
offered
products
at
the
General
Hospital
of
Nicosia,
the
Makario
Children's
Hospital
and
the
Famagusta
General
Hospital.
In
Bulgaria,
IKEA
stores
offered
products
at
the
Pernik
Pulmonary Clinic that operates for the care of patients with COVID-19.
Outcomes of the above policies and non-financial key performance indicators
To
address
the
unprecedented
challenge
of
the
COVID-19
pandemic,
the
Group
immediately
implemented
its
emergency
response
plan
with
the
aim
of
its
smooth
operation
and
the
health
and
safety
of
its
employees,
customers
and
partners.
In
this
context,
the
crisis
management
team
held
daily
meetings,
so
that
it
could
make
the
necessary
decisions
in
accordance
with
the
daily
rapid
developments
on
the
pandemic
front.
Always
in
compliance
with
the
current
legislation,
but
also
based
on
the
contingency
plan,
during
the
1st
and
2nd
lockdown,
but
also
in
the
intermediate
periods,
the
Group
put
most
of
its
office
employees
in
teleworking
status
(at
a
rate
higher
than
what
was
set
as
the
minimum
by
law).
Despite
the
adverse
conditions
created
due
to
the
COVID-19
pandemic,
the
availability
of
goods
during
both
lockdown
periods
was
not
significantly
affected
compared
to
the
respective
periods
of
2019.
In
addition,
the
Group
strengthened
its
infrastructure
both
in
terms
of
its
information
systems
as
well
as
the
operation
of
its
logistics
centers,
in
order
for
its
business
and
commercial
operations
to
continue
smoothly, responding to the needs of its customers.
11.
Related parties transactions
As
Related
parties
are
considered
the
Company,
the
subsidiary
companies,
the
associate
companies
and
joint
ventures,
the
Management
and
the
first
line
managers
and
their
connected
individuals
and
legal
Annual Financial Report for the period
1/1/2020 to 31/12/2020
48
entities
(IAS
24).
The
major
transactions,
which
were
eliminated
for
the
purposes
of
consolidation
of
financial
statements
between
Group
companies,
are
mainly
selling
goods
among
companies
in
the
same
segment and logistics services - supply, maintenance - repairs and management fee.
Detailed
information
on
the
related
parties’
receivables/
payables
for
the
Group
and
the
Company
for
the period 31/12/2020 and 31/12/2019 is analyzed as follows (all amounts in th. euros):
H.M. HOUSE MARKET
(CYPRUS) LTD
HOUSE MARKET BULGARIA
EAD
TRADE ESTATES BULGARIA
EAD
SOFIA SOUTH RING MALL AED
SW SOFIA MALL ENTERPRISES
LTD
Third
Parties
transactions
for
the
period
1/1
to
31/12/2020
and
for
the
period
1/1
to
31/12/2019
are
analyzed
as follows:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
49
During
the
years
2020
and
2019
the
following
transactions
have
been
applied
among
FOURLIS
HOLDINGS SA and the subsidiaries of the Group:
12.
Human Recourses of the Group
The
total
number
of
employees
of
the
Group
as
at
31,
December
2020
was
4.105
(4.198
την
31/12/2019).
Respectively,
the
human
resources
of
the
Company
on
31/12/2020
are
102
people
(100
on 31/12/2019).
13.
Treasury shares
The
Ordinary
General
Meeting
of
the
shareholders
of
the
Company
"FOURLIS
HOLDINGS
SA"
of
14/6/2019
approved
the
purchase
by
the
company
of
its
treasury
(own)
shares,
up
to
the
number
of
2,590,365
shares
(5%
of
the
paid-up
share
capital)
24
months
from
the
approval,
ie
until
14/6/2021,
with
a
minimum
acquisition
limit
of
one
euro
(1.00)
per
share
and
a
maximum
acquisition
limit
of
eight
euros
(8.00)
per
share,
in
accordance
with
Article
49
of
Law
4548/2018
and
authorized
the
Board
of
Directors
of
the
Company
to
determine,
within
the
aforementioned
frameworks,
the
exact
time,
number
and price of the shares to be acquired.
On
6/3/2020,
FOURLIS
HOLDINGS
SA,
pursuant
to
the
decisions
of
the
Ordinary
General
Meeting
of
shareholders
of
14/6/2019
and
the
decisions
of
the
Board
of
Directors
of
13
January
2020,
announces
the
start
of
implementation
of
the
Treasury
(Own)
Shares
Purchase
Program
which
provides
for
the
Annual Financial Report for the period
1/1/2020 to 31/12/2020
50
purchase
of
its
treasury
(own)
shares
up
to
the
number
of
2,590,365
shares
until
14/6/2021,
with
a
minimum
acquisition
limit
of
one
euro
(1.00)
per
share
and
a
maximum
acquisition
limit
of
eight
euros
(8,00) per share.
On
31/12/2020
the
Company
holds
604,051
treasury
shares,
a
percentage
of
1.16%
of
the
total
shares
of the Company (0 on 31/12/2019).
14.
Explanatory report – information according to article 4 par. 7 of Law 3556/2007
a. The Company’s share capital
The
share
capital
on
December
31,
2020
amounted
to
euro
52,092,001.00
divided
into
52,092,001
shares
with
a
nominal
value
of
1.00
euros
each.
The
share
capital
on
December
31,
2019
amounted
to
Euro
42,124,018.41
divided
into
52,004,961
shares
with
a
nominal
value
of
0.81
eighty
one
cents
of Euro each.
b. Restrictions as to the transfer of the Company’s shares
The
transfer
of
shares
of
the
Company
is
made
as
prescribed
by
law
and
there
are
no
restrictions
as
to
their transfer by the Company’s Articles of Incorporation.
c.
Significant
direct
or
indirect
shareholdings
as
prescribed
by
articles
9
-
11
of
Law
3556/2007
On
31/12/2020,
the
following
shareholders
owned
more
than
5%
of
the
voting
shares
of
the
Company:
•
KEM DAFNI
A
.
FOURLIS
:
(17
,
20
%
)
•
MARATHON ASSET MANAGEMENT LLP (5,04)
d. Preference shares
The Company does not have any preference shares.
e. Restrictions to voting rights
There are no restrictions to voting rights arising from the Company’s Articles of Incorporation.
f.
Shareholder
agreements
resulting
in
restrictions
transfer
of
shares
or
to
their
voting
rights
The
Company
is
not
aware
of
any
Shareholder
agreements
resulting
in
restrictions
to
transfer
of
shares
or to their voting rights as it is prescribed by the Company’s Articles of Incorporation.
g.
Rules
for
the
appointment
and
replacement
of
members
of
the
Board
of
Directors
and
the
amendment
of
the
Articles
of
Incorporation
which
differ
to
those
prescribed
by
Codified Law 4548/2018.
The
rules
for
the
appointment
and
replacement
of
members
of
the
Board
of
Directors
and
the
amendment of the Articles of Incorporation do not differ to those prescribed by Law 4548/2018.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
51
h.
The
Board
of
Directors’
or
of
several
of
its
members,
roles
for
the
issue
of
new
shares
or
the shares buy back in accordance with article 49 of Law 4548/2018
A.
According
to
Art
24
par
1
of
Law
4548/
2018
and
the
Art
4
par.
1
of
the
Articles
of
Incorporation
of
the
Company,
during
a
5-year
period
from
the
Shareholders
General
Assembly
resolution,
the
board
of
directors
has
the
right,
based
on
a
majority
of
2/3
of
total
members,
to
increase
share
capital
through
the
issue
of
new
shares
for
an
amount
that
cannot
exceed
three
times
the
paid-up
share
capital
at
the
date
that
board
was
awarded
the
aforementioned
right
and
t
his
authority
of
the
board
of
directors
can
be
renewed
from
the
general
assembly
with
a
resolution
for
a
time
spread
that
will
not
exceed
5
years
for
every
granted.
The
resolutions
of
the
general
assembly
for
grant
or
renewal
of
authority
for
increase
of
the
share
capital
from
the
board
are
subjected
to
publicity.
Share
capital
increases
that
are
decided
according
to
the
aforementioned
(extraordinary
increases)
compose
an
amendment
of
Articles
of
Incorporation.
Moreover,
in
accordance
with
the
provisions
of
article
25
par.
2
of
Law
4548/2018
and
article
4
par.
4
of
the
Company’s
Articles
of
incorporation,
in
case
of
a
share
capital
increase,
which
is
implemented
by
resolution
of
the
general
assembly,
which
is
made
with
increased
presence
and
majority
(ordinary
increase),
the
general
assembly
can
authorize
the
Board
of
Directors
to
decide
on
the
underlying
price
of
the
new
shares.
The
validity
period
of
the
authorization
is
defined
at
the
relative
resolution
of
the
general
assembly
and
can
not
exceed
one
(1)
year.
In
that
case,
the
payment
deadline
of
the
capital
in
compliance
with
article
20
of
Law
4548/2018
begins
with
the
decision
of
the
Board
of
Directors,
with
which the underlying price of the shares is determined. The authorization is subjected to publicity.
B.
1)
The
Extraordinary
General
Assembly
of
shareholders
of
the
Company
"FOURLIS
Holdings
SA"
of
27/9/2013,
acting
under
the
provisions
of
paragraph
13
of
Article
13
and
paragraphs
3
and
4
of
Article
29
and
paragraph
2
of
Article
31
of
Law
4548/2018,
decided
the
implementation
of
a
stock
option
plan
-
hereinafter
"Program
A"
-
to
executives
of
the
Company
and
its
affiliated
companies
within
the
meaning
of
paragraph
5
of
article
42e
of
this
Act
and
authorized
the
Board
of
Directors,
to
regulate
procedural
matters
and
details.
The
Board
of
Directors,
under
the
terms
of
the
plan
and
the
law
gives
to
recipients,
who
exercised
their
right,
certificates
of
right
to
obtain
shares
and
issue
and
deliver
the
shares
to
these
recipients,
increasing
the
share
capital
of
the
Company
and
certifying
the
capital
increase.
These
increases
in
share
capital
are
not
amendments
to
Articles
of
Incorporation.
The
Board
of
Directors
during
the
last
month
of
the
fiscal
year
within
which
capital
increases
occurred,
as
determined
above,
must
adjust,
with
its
resolution,
the
article
of
Articles
of
Incorporation
regarding
capital,
so
as
to
predict
the
amount of capital, as shown after these increases, made public in compliance with Article 7b.
Under
the
context
of
the
implementation
of
the
aforementioned
Program
A,
within
the
year
2020,
87.040
options
were
exercised
(hereinafter
“the
Options”).
Following
the
resolution
of
the
Board
of
Directors
of
28/12/2020
(relative
minutes
of
the
BoD
with
number
417/28.12.2020),
the
exercise
of
the
aforementioned
options
by
their
beneficiaries
of
the
SOP
was
certified
by
payment
of
the
exercise
price
of the new shares.
It
is
noted
that
the
underlying
price
of
shares
to
which
distributed
stock
options
correspond,
was
initially
Annual Financial Report for the period
1/1/2020 to 31/12/2020
52
determined
at
the
amount
of
€
3,40
per
share,
which
was
the
closing
stock
price
of
shares
on
the
date
of
the
General
Assembly’s
resolution
regarding
the
Program
(27/9/2013).
Following
the
BoD
resolutions
of
20/11/2017,
19/11/2018
and
18/11/2019
(relevant
minutes
with
number
389/20.11.2017,
399/19.11.2018
and
407/18.11.2019),
a
readjustment
has
been
made
at
the
historical
share
price
of
the
Company,
and
therefore
the
exercise
price
implemented
for
the
stock
options
is
€
0,2226
(€
3,2226)
per share.
Following
the
certification
of
the
exercise
price
payment
of
Options
by
their
beneficiaries,
namely
the
total
amount
of
€
280.495,10,
87.040
new
common
nominal
shares
were
issued
and
delivered
towards
their
relevant
beneficiaries
of
the
Program,
of
nominal
value
€
1,00
per
share
while
the
share
capital
of
the
Company
increased
by
the
amount
of
€
87.040,00,
which
reflects
to
the
nominal
value
of
the
new
shares.
Also,
consequently
to
the
exercise
of
the
aforementioned
Options
by
payment
of
the
exercise
value
€
3,2226
per
share,
the
share
premium
of
total
amount
of
€
193.455,10was
transferred
to
“share
premium reserve”.
The
aforementioned
change
was
registered
to
the
General
Electronic
Commercial
Registry
(GECR)
on
15.01.2021
(Code
Registration
Number
2450940),
with
the
relevant
4511/15.01.2021
resolution
of
the
Minister of Finance and Development.
2)
The
Ordinary
General
Assembly
of
shareholders
of
the
Company
"FOURLIS
HOLDINGS
SA"
of
16/6/2017,
acting
under
the
provisions
of
paragraph
13
of
Article
13
and
paragraphs
3
and
4
of
Article
29
and
paragraph
2
of
Article
31
of
Law
4548/
2018,
decided
the
implementation
of
a
stock
option
plan
-
hereinafter
"Program
B"
-
to
executives
of
the
Company
and
its
affiliated
companies
within
the
meaning
of
article
32
of
L.
4308/2014
as
it
stands
and
authorized
the
Board
of
Directors,
to
regulate
procedural
matters
and
details.
The
Board
of
Directors,
under
the
terms
of
the
plan
and
the
law
gives
to
recipients,
who
exercised
their
right,
certificates
of
right
to
obtain
shares
and
issue
and
deliver
the
shares
to
these
recipients,
increasing
the
share
capital
of
the
Company
and
certifying
the
capital
increase.
These
increases
in
share
capital
are
not
amendments
to
Articles
of
Incorporation.
The
Board
of
Directors
during
the
last
month
of
the
fiscal
year
within
which
capital
increases
occurred,
as
determined
above,
must
adjust,
with
its
resolution,
the
article
of
Articles
of
Incorporation
regarding
capital,
so
as
to
predict
the
amount of capital, as shown after these increases, made public in compliance with Article 7b.
No
stock
options
were
exercised
within
the
year
2019
under
the
context
of
the
aforementioned
Program
B.
Regarding
programs
that
refer
to
new
shares
issue
for
the
period
1/1
–
31/12/2020,
more
data
are
mentioned above, in the Board of Directors Report in paragraph 6 Stock Option Plan.
C)
The
Ordinary
General
Assembly
of
shareholders
of
the
Company
FOURLIS
HOLDINGS
S.A.
on
14/6/2019,
approved
the
purchase
of
treasury
(own)
shares
from
the
company,
up
to
the
number
of
2.590.365
shares
(5%
of
paid
up
share
capital)
within
24
months
since
the
approval,
namely
until
14.06.2021,
with
a
minimum
acquisition
limit
of
€
1,00
per
share
and
a
maximum
acquisition
limit
of
€
8,00
per
share,
according
to
article
49
of
Law
4548/2018
and
authorized
the
Board
of
Directors
of
the
Annual Financial Report for the period
1/1/2020 to 31/12/2020
53
Company
to
define,
within
the
aforementioned
contexts,
the
precise
time,
number
and
price
of
the
shares to be acquired.
Pursuant
to
the
above
decision
of
the
General
Meeting,
until
31/12/2020
the
Company
had
purchased
and held 604,051 treasury shares, corresponding to 1.16% of its total shares.
i.
Significant
agreements
that
the
issuer
has
entered
into,
which
come
into
force,
are
amended
or
terminate
in
the
event
that
there
are
changes
in
control
due
to
public
offering and the results of this
There
are
no
significant
agreements
the
Company
has
entered
into,
which
come
into
force,
are
amended
or terminate in the event that there are changes in control due to public offering.
j.
Agreements
that
the
issuer
has
entered
into
with
members
of
the
Board
of
Directors
or
its
employees,
which
provide
for
indemnity
in
the
event
of
termination
or
redundancy
without cause due to public offering
There
are
no
agreements
that
the
Company
has
entered
into
with
members
of
the
Board
of
Directors
or its employees, which provide for indemnity in the event of termination or redundancy.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
54
16.
Corporate Governance Statement for the period 1/1 – 31/12/2020
According to L. 4548/2018 article15, the Board of Directors of the Company declares the following:
a)
Reference
on
the
Corporate
Governance
Code
which
the
Company
is
coming
under
or
has
voluntarily
decided to comply with and the website that can be found.
The
Company
after
the
Board
of
Directors
resolution
dated
28/2/2011,
has
voluntarily
decided
to
apply
the
Hellenic
Corporate
Governance
Code
which
has
been
prepared
by
a
recognised
body.
More
specifically,
the
Hellenic
Corporate
Governance
Code
was
initiated
by
SEV
(Hellenic
Federation
of
Enterprises)
and
then
amended
in
the
context
of
its
first
revision
(28/6/2013)
by
the
Hellenic
Corporate
Governance
Council
(ESED).
The
Hellenic
Corporate
Governance
Code
is
adapted
to
Greek
law
and
business
reality
and
has
been
drafted
based
on
the
principle
of
"compliance
or
explanation",
thus
including
issues
that
go
beyond
existing
laws
and
regulations.
The
Code
does
not
impose
obligations,
but
explains
how
to
adopt
good
practices
and
facilitates
the
formulation
of
corporate
governance
policies
and
practices
that
will
meet
the
specific
conditions
of
each
company.
The
Hellenic
Corporate
Governance
Code
is
posted
on
the
website
of
the
Hellenic
Corporate
Governance
Council,
at
the
address:
http://www.helex.gr/el/esed
.
The
Hellenic
Corporate
Governance
Council
(HCGC)
has
been
established
at
2012
as
a
non-profit
company
with
the
joint
initiative
of
Athens
Stock
Exchange
and
the
Hellenic
Federation
of
Enterprises
(SEV).
Since
October
2018,
the
Hellenic
Banking
Association
has
become
a
regular
member
of
the
HCGC
while,
as
of
June
2019
Hellenic
Fund
and
Asset
Management
Association
is
a
regular
Member
of
the
HCGC.
The
purpose
of
HCGC
is
incessant
growth
of
Greek
market’s
credibility
among
international
and
domestic
investors
and
improvement
of
competitiveness
of
Greek
companies.
It
operates
as
a
specialized
body
for
the
expansion
of
the
principles
of
the
corporate
governance
and
aims
to
develop
the
culture
of
good
governance
in
Greek
economy
and
society.
Its
general
plan
of
action
includes:
formation
of
views
regarding
institutional
framework,
submission
of
proposals,
participation
in
deliberations
and
working
groups,
organization
of
educational
and
informational
activities,
monitoring
and
assessment
of
corporate
governance
practices
and
implementation
of
corporate
governance
codes,
subscription
tools
supply
and
rating of Greek companies’ performance.
HCGC,
as
a
Non-Profit
company,
has
Members,
which
are
distinguished
in
Founding
(Athens
Stock
Exchange
and
SEV),
Regular
(HBA,
HFAMA),
Participating
and
Other.
HCGC’s
supreme
body
is
the
General
Assembly
(GA).
HCGC
is
directed
by
Administration
Council
consisted
of
7
members
elected
by
the
GA
and
has
a
term
of
5
years.
Besides
the
Administration
Council,
the
HCGC
also
operates
Corporate
Governance
Council,
in
which
specialists
from
different
sectors
participate
(audit,
investment,
business,
supervision, legal, consulting, banking and stock market).
Since
October
2018,
a
Working
Committee
has
been
established
with
the
participation
of
representatives
of
Founding
Members
and
the
Regular
Members
(Athens
Stock
Exchange,
SEV,
HBA,
HFAMA)
with
responsibilities
to
implement
the
action
plan,
organize
other
actions
(conferences,
events,
promotional
Annual Financial Report for the period
1/1/2020 to 31/12/2020
55
actions), find sponsors and other resources, as well as fulfill and implement other purposes of HCGC.
The
Company,
following
its
BoD
resolution
of
28/2/2011,
has
decided
to
voluntarily
implement
the
Hellenic
Corporate
Governance
Code
which
was
conducted
on
the
initiative
of
SEV
(Hellenic
Federation
of
Enterprises)
and
afterwards
modified
under
the
context
of
its
first
revision
(28/6/2013)
from
Hellenic
Corporate Governance Council (HCGC).
The
purpose
of
Hellenic
Corporate
Governance
Code
is
the
constant
improvement
of
the
greek
institutional
framework
and
general
business
environment,
as
well
as
the
increase
of
investors’
confidence
not
only
towards
the
listed
companies
as
a
whole
but
also
each
one
of
them
and
the
broadening of attraction horizons of investment capitals.
The
Hellenic
Corporate
Governance
Code
contains
two
types
of
provisions:
“general
principles”,
which
are
addressed
to
all
companies,
listed
or
not
and
“special
practices”
which
only
refer
to
listed
companies.
The
purpose
of
General
principles
is
to
provide
a
general
framework
within
which
principles
can
be
addressed
and
more
issues
of
corporate
governance
can
be
resolved,
either
of
a
listed
company
or
not.
Each
principle
is
followed
by
one
or
more
specific
practices
that
further
develop
the
general
principles
and
guide
their
implementation
within
the
regulatory
and
ownership
structure
of
listed
companies.
The
Code
follows
the
approach
of
compliance
or
explanation
and
has
the
following
demands
of
the
listed
companies
which
chose
to
implement
it:
the
disclosure
of
their
intention
and
either
their
compliance
with
all
the
specific
practices
of
the
Code
or
their
explanation
of
the
reasons
leading
them
not
to
comply
with
these
specific
practices.
In
the
Hellenic
Corporate
Governance
Code,
where
reference
is
made
to
existing,
mandatory
legal
regulations,
a
definite
present
tense
is
used
in
order
to
distinguish
these
requirements from the voluntary practices of the Code
The general principles of the Code cover the following topics:
•
Role and responsibilities of the Board
•
Size and composition of the Board
•
Role and profile of the Chairman of the Board
•
Duties and conduct of Board members
•
Nomination of Board members
•
Functioning of the Board
•
Board evaluation
•
Internal audit system
•
Level and structure of remuneration
•
Communication with shareholders
•
General Assembly of shareholders
b)
Reference
to
the
corporate
governance
practices
implemented
by
the
Company
beyond
the
requirements of the Law and the website that can be found
Indicative,
the
following
Corporate
Governance
practices
applied
by
the
Company
either
by
adopting
the
Annual Financial Report for the period
1/1/2020 to 31/12/2020
56
Hellenic
Corporate
Governance
Code
or
the
best
international
corporate
governance
practices
or
the
earlier
compliance
with
articles
1-23
of
L.4706
/
2020
and
which
exceed
the
applicable
(during
2020)
legal
requirements
on
corporate
governance
(Law
3016/2002,
Law
3693/2008
ar.
37,
Law
4403/2016
ar. 2, Law 4449/2017 ar. 44 and Law 4548/2018 wherever it covers the relevant topics):
•
The
Board
of
Directors
consists
of
nine
(9)
members,
five
(5)
of
which
are
non-executive
members
(including
independent
non-executive
members).
More
specifically
four
(4)
members
are
independent
non-executive
members
and
one
(1)
is
non-executive
member
(par.f
of
Corporate
Governance
statement).
The
BOD
should
comprise
a
majority
of
non-executive
members
(including
independent
non-executive
members)
and
at
least
two
(2)
executive
members.
The
term
of
this
Board
of
Directors
expires
in
June
2022.
The
detailed
CVs
of
the
members
of
the
Board
of
Directors
and senior executives are presented in section 16.1 of the Corporate Governance Statement.
•
The
Board
of
Directors
is
assisted
by
a
competent,
suitably
qualified
and
experienced
company
Secretary
who
shall
attend
all
its
meetings.
All
Board
Members
have
access
to
the
services
of
the
company
Secretary,
whose
role
is
to
provide
practical
support
to
the
Chairman
and
other
Board
members,
both
as
a
group
and
individually,
and
ensure
that
the
Board
complies
with
internal
rules
and
relevant
laws
and
regulations.
The
company
Secretary
keeps
the
minutes
of
the
meetings
of
the
Board
of
Directors
and
its
committees
and
ensures
the
efficient
flow
of
information
between
the
Board
of
Directors
and
its
committees
as
well
as
between
the
Senior
Management
and
the
Board
of
Directors.
The
company
Secretary
plans
the
introductory
briefing
program
for
the
newly
elected
members
of
the
Board
of
Directors
immediately
after
their
election
and
ensures
that
they
are
provided
with
ongoing
information
and
training
on
issues
related
to
the
Company.
Also,
the
company
Secretary
ensures
the
effective
organization
of
the
General
Assembly
Meetings.
The
detailed
CV
of
the Corporate Secretary is presented in section 16.1 of the Corporate Governance Statement.
•
The
Board
of
Directors
has
established
a
three
(3)
member
Nomination
and
Remuneration
Committee
consisted
of
independent
non-executive
member
(par.f
of
Corporate
Governance
statement).
The
Nomination
and
Remuneration
Committee
has
an
operating
regulation
which
defines,
among
others,
its
role
and
the
process
of
its
existence
as
well
as
the
process
of
meetings
convocation, which is posted on the Company's website (
http://www.fourlis.gr
).
•
The
responsibilities
of
the
Chairman
are
clearly
established
by
the
Board
of
Directors,
clearly
distinguished
from
those
of
the
Chief
Executive
Officer
and
are
reflected
in
the
Internal
Regulation
of
the
company
which
is
updated,
issued
and
approved
by
the
Board
of
Directors
and
its
summary
is posted on the Company's website (
http://www.fourlis.gr
).
•
The
Board
of
Directors
has
appointed
independent
Vice-Chairman
coming
from
its
independent
members
given
that
the
Chairman
of
the
BoD
has
executive
responsibilities
(par.f
of
Corporate
Governance statement).
•
The
Board
of
Directors,
taking
into
account
the
size,
nature,
scope
and
complexity
of
the
Company's
activities,
has
defined
and
supervises
the
implementation
of
the
Company's
corporate
governance
Annual Financial Report for the period
1/1/2020 to 31/12/2020
57
system
which
includes
an
adequate
and
effective
Internal
Audit
Control
System
(IAC),
including
risk
management
systems
and
compliance
regulations,
adequate
and
effective
procedures
for
the
prevention,
detection
and
suppression
of
conflict
of
interest
situations,
adequate
and
effective
communication
mechanisms
with
shareholders
and
remuneration
policy
that
contributes
to
the
business
strategy,
the
long-term
interests
and
the
sustainability
of
the
Company.
It
has
also
defined
the
process
of
periodic
evaluation
of
the
corporate
governance
system
in
order
to
determine
its
effectiveness
and
to
take
the
necessary
corrective
and
/
or
preventive
actions.
The
main
characteristics
of
the
corporate
governance
system
of
the
Company
are
described
in
the
Internal
Regulation
Charter,
a
summary
of
which
is
posted
on
the
Company's
website
(
http://www.fourlis.gr
).
•
The
Chairman
of
the
Board
of
Directors
should
be
available
to
meet
shareholders
of
the
company
to
discuss
eventual
governance
concerns.
The
Chairman
of
the
Board
of
Directors
should
ensure
that
the
views
of
the
shareholders
are
communicated
to
the
whole
Board.
It
facilitates
the
exercise
of
shareholders'
rights
and
the
shareholder
engagement.
The
shareholders
engagement
is
described
in
the
Internal
Regulation
Charter,
a
summary
of
which
is
posted
on
the
Company's
website
(
http://www.fourlis.gr
).
•
The
Audit
Committee
ensures
the
operation
of
the
internal
audit
department
and
the
implementation
of
an
internal
control
framework
in
accordance
with
international
standards
for
the
professional
implementation
of
internal
audit
and
best
practices.
The
Internal
Regulation
Charter
of
the
Internal
Audit
Department
of
the
Company,
which
is
posted
on
its
website
(
http://www.fourlis.gr
),
presents
the framework for ensuring the independence and objectivity of its internal auditors.
•
The
Audit
Committee
applies
a
procedure
of
periodic
evaluation
of
the
efficiency
of
its
operation
as
mentioned in Internal Regulation Charter which is posted on its website (
http://www.fourlis.gr
).
c)
Description
of
the
main
characteristics
of
internal
control
and
risk
management
of
the
company
in
relation to the process of preparation of financial statements
The
Company
has
developed
and
implements
a
process
for
issuing
the
financial
statements
(consolidated
and
separate)
and
the
Financial
Report.
The
Group
companies
record
their
transactions
in
their
information
systems
and
through
automated
procedures
the
consolidation
application
is
updated.
Crosschecking
of
data
is
performed
and
is
reviewed
(intra
-
group
transactions,
receivables
and
payables,
etc.).
Elimination
and
consolidation
entries
are
recorded
and
the
financial
statements
with
the
associate
notes
are
developed.
After
the
completion
of
audit
procedures,
the
Financial
Report
that
includes
the
financial
statements
is
submitted
to
the
Board
of
Directors
for
approval.
Prior
to
the
approval
of
the
Board
of
Directors,
the
Audit
Committee
has
conducted
a
review
of
the
Financial
Report
in
order
to
assess
its
completeness
and
consistency
in
relation
to
the
information
provided
to
it
as
well
as
the
accounting principles applied by the Company and informs the relevant Board of Directors
The
main
characteristics
of
internal
control
and
risk
management
systems
employed
by
the
Company
in
connection
with
the
process
of
preparation
of
the
financial
statements
and
the
Financial
Report
are
the
Annual Financial Report for the period
1/1/2020 to 31/12/2020
58
following:
•
Adequate
knowledge,
skills
and
availability
of
personnel
involved
with
clearly
separated
roles
and
areas of responsibility.
•
Existence of recorded and updated procedures related to the issuance of financial results.
•
Regular review and audit of accounting principles and policies.
•
Use
of
information
systems
for
the
publication
of
financial
statements
and
the
preparation
of
financial
reports
related
to
the
ERP
of
the
Company,
accessible
with
distinct
roles
and
rights
of
use
to all the consolidated Group of companies.
•
Existence of control activities relevant to information systems used.
•
Regular
communication
between
the
external
auditors,
Executive
Management
and
the
Audit
Committee.
•
Regular
communication
of
the
Audit
Committee
members
with
the
Financial
Director
and
the
head
of the Internal Audit Unit.
•
Confirmation
by
the
Board
of
Directors
of
the
yearly
fulfillment
of
independence
criteria
of
the
independent
members
of
the
Board
of
Directors
and
in
any
case
before
the
publication
of
the
annual
financial report.
•
Regular
meetings
for
validation
and
registration
of
the
significant
estimations
affecting
the
financial
statements.
•
Existence
of
risk
management
methodology
and
documentation
for
its
implementation.
Presentation
of the results of risk management to the Board of Directors.
•
Existence of unique Chart of Accounts for all Group companies and centralized management.
•
On
the
recommendation
of
the
Audit
Committee,
annual
evaluation
by
the
Board
of
Directors
of
the
internal control and risk management systems applied for the issuance of financial statements.
d)
Additional
Information
pursuant
to
sections
c),
d),
f)
g)
and
h)
of
Article
10
par.1
of
the
2004/25/EK
Directive
of
the
21
st
of
April
2004,
regarding
the
Takeover
Bid,
since
the
Company
is
subject
to
the
Directive
During the year no Takeover Bids or Business Combination took place.
e)
Information
about
the
General
Shareholders
Assembly,
mode
of
operation,
description
of
the
rights
of the shareholders and how these can be exercised
The
convocation
of
General
Assembly
of
Shareholders
of
the
Company
is
in
accordance
with
the
Law
4548/2018, as in force.
Regarding
the
operating
method
of
the
General
Assembly,
the
Company
follows
the
practices
mentioned
below:
•
The
Shareholders
of
the
Company
are
informed
in
advance
and
up
to
schedule,
for
the
convocation
of the General Assembly, in accordance with the Law.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
59
•
The
Company
publicizes
on
its
website
the
Invitation
of
the
General
Assembly,
the
representation
mode
of
the
Shareholders,
the
deadlines
and
the
mode
of
exercise
of
their
rights
as
well
as
the
voting results for each topic of the agenda.
•
The
Company
publicizes
on
time
on
its
website
Explanatory
Note
regarding
the
agenda,
the
relevant
proposals
by
Board
of
Directors,
the
required
quorum
and
majority
for
the
approval
of
the
proposals.
The
Explanatory
Note
is
also
available
in
hard
copy
in
Company’s
Head
Office
and
is
distributed to the Shareholders entering in the General Assembly.
•
Ensuring
that
each
shareholder
is
able
to
participate
at
the
General
Assembly
either
by
wording
their views or by submitting their questions.
The
Company,
takes
all
measures
for
the
consistent
process
and
to
ensure
the
Shareholders
rights
according to the existing legislation. More analytically:
The
General
Assembly
Meeting
of
Shareholders
of
the
Company
is
its
supreme
body
and
is
entitled
to
decide
on
any
case
concerning
the
Company.
The
shareholders
exercise
their
rights
related
to
the
management
of
the
Company
only
by
participating
in
the
General
Assembly
Meeting.
Each
share
entitles
itself
to
one
vote
at
the
General
Assembly
Meeting.
In
particular,
the
General
Assembly
is
solely
responsible for deciding on:
•
Revival
or
dissolution
of
the
Company,
as
well
as
amendments
to
the
Articles
of
Association
and
the
increases
and
reductions
of
the
share
capital,
except
of
those
explicitly
assigned
by
law
to
the
Board
of
Directors,
• Election of members of the Board of Directors and Auditors,
•
Approval
of
the
overall
management
according
to
article
108
of
Law
4548/2018
and
discharge
of
the
Auditors,
• Approval of the annual and any consolidated financial statements,
• Distribution of annual profits,
•
Approval
of
remuneration
or
advance
payment
of
remuneration
according
to
article
109
of
Law
4548/2018,
• Approval of the remuneration policy,
• Merger, split, conversion, revival, extension or dissolution of the Company,
• Appointment of liquidators and
• Any other issue provided by law.
The
responsibilities
of
the
General
Assembly
Meeting
are
mentioned
in
the
Articles
of
Association
of
the
Company,
codified
in
its
current
form,
which
is
posted
on
its
website:
http://www.fourlis.gr
.
The
last
amendment
of
the
Company's
Articles
of
Association
was
made
during
the
Extraordinary
General
Meeting
of
21/12/2020
for
the
purpose
of
adaptation
and
harmonization
with
the
provisions
of
articles
120
and
125
of
Law
4548/2018,
in
relation
to
the
possibility
of
holding
General
Meetings
remotely
in
real
time
and the participation of shareholders in them.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
60
The
General
Meeting
meets
at
least
once
a
year,
within
the
first
half
of
each
corporate
year.
The
Board
of
Directors
may
convene
an
extraordinary
meeting
of
the
General
Assembly
Meeting
of
Shareholders,
when it deems it expedient or necessary.
The
General
Assembly,
with
the
exception
of
the
recurring
meetings
and
those
assimilated
to
them,
must
be
convened
at
least
twenty
(20)
full
days
before
its
scheduled
meeting.
It
is
clarified
that
non-
working
days
are
also
included.
The
day
of
the
publication
of
the
invitation
of
the
General
Assembly
and
the day of its meeting are not counted.
It
is
allowed
to
participate
in
the
General
Meeting
remotely
by
audiovisual
or
other
electronic
means,
without
the
physical
presence
of
the
shareholder
at
the
venue.
It
is
also
allowed
to
participate
in
the
voting
by
distance,
by
electronic
means
or
by
mail,
held
before
the
Assembly.
By
decision
of
the
Board
of
Directors,
the
above
possibilities
are
activated,
divisively
or
cumulatively,
regarding
one
or
more
General
Assembly
Meetings
or
for
a
defined
period
of
time,
the
relevant
technical
and
procedural
details
are
determined
and
procedures
are
adopted
to
ensure
the
identity
of
the
participating
person
and
attendance, as well as the security of the electronic or other connection.
The
General
Meeting
is
in
quorum
and
meets
validly
on
the
issues
of
the
agenda
when
at
least
20%
of
the
paid-up
Share
Capital
is
represented
in
it.
The
decisions
of
the
General
Assembly
are
taken
by
an
absolute
majority
of
the
votes,
which
are
represented
in
this
Assembly.
Exceptionally,
the
General
Meeting
is
in
quorum
and
meets
validly
on
the
issues
of
the
agenda,
if
at
least
half
(1/2)
of
the
paid-up
capital
are
represented
in
it
when
it
comes
to
decisions
concerning:
the
change
of
the
Company's
nationality,
the
change
of
the
company’s
operation,
the
increase
of
shareholders'
liabilities,
the
regular
capital
increase
unless
required
by
law
or
done
by
capitalization
of
reserves,
the
reduction
of
capital
unless
done
in
accordance
with
paragraph
5
of
article
21
of
Law
4548/2018
or
par.
6
of
article
49
of
Law
4548/2018,
the
change
of
the
means
of
profit
distribution,
the
merger,
the
division,
conversion,
revival,
extension
of
the
duration
or
dissolution
of
the
Company,
the
provision
or
renewal
of
power
to
the
Board
of
Directors
for
capital
increase
according
to
par.
1
of
article
24
of
Law
4538/2018
as
well
as
in
any
other
case
stipulated
by
the
Law
that
the
General
Assembly
decides
with
increased
quorum
and
with a majority.
The
General
Assembly
Meeting
is
temporarily
chaired
by
the
Chairman
of
the
Board
of
Directors
or
his
deputy
when
disabled.
He
can
be
appointed
by
the
Board
of
Directors
on
a
special
decision
under
this
purpose.
The
duties
of
company
secretary
are
temporarily
performed
by
the
person
appointed
by
the
President.
After
the
list
of
shareholders
entitled
to
vote
is
approved,
the
General
Assembly
Meeting
proceeds
to
the
election
of
its
final
Chairman
and
a
secretary
who
also
acts
as
teller.
Decisions
on
these
issues are taken by a majority of 2/3 of the votes represented in the General Assembly Meeting.
The
discussions
and
decisions
of
the
General
Assembly
are
limited
to
the
items
on
the
agenda.
The
agenda
is
prepared
by
the
Board
of
Directors
and
includes
the
proposals
of
the
Board
of
Directors
to
the
General
Assembly
Meeting,
as
well
as
any
proposals
of
the
auditors
or
shareholders
representing
1/20
of
the
paid-up
share
capital.
For
the
issues
discussed
and
the
relative
decisions
taken
in
the
General
Assembly
Meeting,
minutes
are
kept,
which
are
signed
by
the
President
and
its
Secretary.
The
list
of
Annual Financial Report for the period
1/1/2020 to 31/12/2020
61
shareholders
present
or
represented
at
the
General
Meeting
is
recorded
at
the
beginning
of
the
minutes.
Anyone
who
appears
as
a
shareholder
in
the
Company's
book-entry
shares
system
is
entitled
to
participate
in
the
General
Assembly
Meeting,
which
is
kept
electronically
in
the
company
"Hellenic
Central
Securities
Depository
Societe
Anonyme"
(ELKAT)
at
the
beginning
of
the
5th
day
preceding
the
initial
meeting
(registration
date).
The
above
recording
date
is
also
valid
in
the
case
of
postponed
or
repeated
meeting
since
the
postponed
or
repeated
meeting
is
not
more
than
30
days
from
the
recording
date
according to article 124 of Law 4548/2018.
The
shareholder
status
can
be
identified
by
any
legal
means
and
in
any
case
based
on
information
received
by
the
Company
directly
by
electronic
connection
of
the
Company
with
the
ELKAT
files.
The
right
to
participate
and
vote
in
the
Company’s
Ordinary
General
Meeting
has
only
whoever
holds
the
status
of
shareholder
on
the
above
registration
date.
In
case
of
non-compliance
with
the
provisions
of
article
124
of
Law
4548/2018,
the
shareholders
participate
in
the
Ordinary
General
Meeting
only
after
its permission.
The
exercise
of
these
rights
does
not
presuppose
the
pledge
of
the
beneficiary's
shares
or
the
observance
of
another
similar
procedure,
which
limits
the
possibility
of
selling
and
transferring
them
during the period between the registration date and the date of the General Assembly Meeting.
The
shareholders
entitled
to
participate
in
the
General
Meeting
can
vote
either
in
person
or
through
representatives.
Each
shareholder
can
appoint
up
to
3
representatives.
The
shareholder
may
appoint
a
representative
for
one
or
more
General
Assembly
Meetings
for
a
certain
period
of
time.
The
appointment
and
revocation
or
replacement
of
the
shareholder's
representative
is
made
in
written
form
at
least
48
hours
before
the
date
of
the
Annual
General
Assembly
Meeting.
The
shareholder
representative
is
obliged
to
notify
the
Company,
before
the
beginning
of
the
General
Assembly
Meeting,
of
any
specific
event
that
may
be
useful
to
the
shareholders
for
the
assessment
of
the
risk
that
the
representative
will
serve interests other than shareholder’s interests.
Other shareholders rights are provided in par. 2, 3, 6 and 7 of article 41 of Law 4548/2018.
f)
Composition
and
functioning
of
the
Board
and
any
other
administrative,
management
or
supervisory
bodies or committees of the Company
The
Board,
its
independent
members
and
all
members
of
Audit
Committee,
have
been
elected
by
the
Annual
General
Assembly
of
shareholders
held
on
16/6/2017
while
in
the
Annual
Ordinary
General
Assembly
of
shareholders
on
14/6/2019
a
member
of
the
Audit
Committee
resigned
and
a
new
one
was
elected.
The
term
of
Board
members
in
accordance
with
the
articles
of
Incorporation
and
the
term
of
members
of
Audit
Committee,
is
five
years
and
is
automatically
extended
until
the
first
ordinary
General
Assembly after its termination.
The new BoD was constituted as follows:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
62
Chairman of the BoD, Executive Member
Vice – Chairman of the BoD, Executive Member
Independent Vice – Chairman, Independent Non – Executive Member,
Member of Nomination and Remuneration Committee
Director, Executive Member, Corporate Social Responsibility Director
Director, Non – Executive Member
Director, Independent Non - Executive Member, Member of Nomination
and Remuneration Committee
Director, Independent Non – Executive Member, Member of Audit
Committee
Director, Independent Non – Executive Member, Chairman of Audit
Committee, Member of Nomination and Remuneration Committee
Mr.
Stelios
M.Stefanou
is
the
new
member
of
the
Audit
Committee
for
the
rest
of
the
term
of
the
resigned
Mr.
Ioannis
Ev.Brebou
according
to
the
provisions
of
article
44
of
law
4449/2017.
Mr.
Stelios
M.
Stefanou
is
independent
to
the
Company,
within
the
meaning
of
the
provisions
of
Law
3016/2002,
and
has
proven
extensive
knowledge
and
experience
in
matters
of
auditing
and
accounting
and
sufficient
knowledge
in
the field in which the company operates, as required by law.
Short
CV’s
of
the
members
of
the
Board
of
Directors,
the
Company’s
Secretary
Mr
Ioannis
Zakopoulos
as
well
as
the
newly
appointed
by
the
General
Assembly
meeting
member
of
the
Audit
Committee
are
presented in unit 16.1 of the Corporate Governance Statement.
The
Articles
of
Incorporation
of
the
Company
provide
for
the
Board
of
Directors
to
be
composed
of
7
to
9
members.
The
Company
has
elected
its
Board
with
the
maximum
permitted
number
of
Directors
to
ensure
the
diversity
of
gender,
age,
knowledge,
qualification
and
experience
serving
the
objectives
of
the
Company
as
well
as
the
balance
between
executive
and
non-executive
members.
On
1/1/2020
the
Board
of
Directors
consisted
of
9
members,
4
(44%)
of
them
were
independent.
The
intention
of
the
Company
is
to
strengthen
the
independence
of
its
Board
of
Directors
in
the
Annual
General
Assembly
Meeting of 2021 taking into account the relevant provisions of Law 4706/2020.
The Role and the responsibilities of the Board of Directors
According
to
the
Company's
Articles
of
Association,
the
Board
of
Directors
is
responsible
for
its
management
and
representation,
the
assets
management
and
the
general
pursuit
of
its
purpose.
Decides
on
all
general
issues
concerning
the
Company,
within
the
framework
of
the
corporate
purpose,
Annual Financial Report for the period
1/1/2020 to 31/12/2020
63
with
the
exception
of
those
which
according
to
the
Law
and
the
Articles
of
Association
belong
to
the
exclusive competence of the General Assembly Meeting.
The main responsibilities of the Board of Directors according to the Articles of Association include:
•
Approving the overall long - term strategy and operational goals of the Company.
•
Approving
annual
budgets
and
business
plans
and
deciding
on
major
capital
expenditures,
acquisitions and divestitures which are under the final approval of the General Assembly Meeting.
•
Selecting
and
replacing,
if
necessary,
the
executive
leadership
of
the
company
and
overseeing
succession planning.
•
Monitoring
the
performance
of
senior
management,
and
aligning
executive
remuneration
with
the
longer
term
interests
of
the
company
and
its
shareholders
taking
into
consideration
the
proposals
of the Nomination and Remuneration Committee.
•
Preparation
and
approval
of
the
remuneration
policy
of
the
members
of
the
Board
of
Directors
which
is
subject
to
the
final
approval
of
the
General
Assembly
Meeting
of
the
Company's
shareholders,
taking into account the proposals of the Nominations and Remuneration Committee.
•
Preparation
and
approval
of
the
annual
remuneration
report
of
the
members
of
the
Board
of
Directors
which
is
submitted
for
information
to
the
General
Assembly
Meeting
of
the
Company's
shareholders, taking into account the proposals of the Nominations and Remuneration Committee.
•
Approval
of
crisis
or
risk
management
as
well
as
when
it
is
required
to
take
measures
which
are
reasonably expected to significantly affect the Company.
•
Ensuring
the
adequate
and
efficient
operation
of
the
Internal
Audit
System
(IAS)
that
aims
at
the
consistent
implementation
of
the
business
strategy
with
the
effective
use
of
available
resources,
the
identification
and
management
of
essential
risks
associated
with
the
business
and
operation
of
the
Company,
the
effective
operation
of
the
internal
control
unit,
in
ensuring
the
completeness
and
reliability
of
the
data
and
information
required
for
the
accurate
and
timely
determination
of
the
financial
situation
of
the
Company
and
the
preparation
of
reliable
financial
statements
as
well
as
the
non-financial
situation,
in
compliance
with
the
regulatory
and
legal
framework
as
well
as
the
internal
regulations governing the Company..
•
Ensuring
that
the
functions
of
the
Internal
Audit
System
(IAS)
is
independent
of
the
business
sectors
they
control
and
that
it
consists
of
the
appropriate
financial
and
human
resources
as
well
as
the
powers to operate them effectively.
•
Definition
and
supervision
of
the
implementation
of
the
Corporate
Governance
System,
monitoring
and
evaluation
periodically
every
three
(3)
years,
of
its
implementation
and
effectiveness
by
taking
the
appropriate
actions
to
address
shortcomings.
The
Corporate
Governance
System
includes
an
adequate
and
effective
Internal
Audit
System
(IAS),
including
risk
management
and
regulatory
compliance
systems,
adequate
and
effective
procedures
for
the
prevention,
detection
and
suppression
of
conflicts
of
interest,
effective
and
efficient
communication
with
the
shareholders
to
facilitate
the
exercise
of
their
rights
and
the
active
dialogue
with
them
(shareholder
engagement)
and
remuneration
policy,
which
contributes
to
the
business
strategy,
the
long-term
interests
and
Annual Financial Report for the period
1/1/2020 to 31/12/2020
64
the sustainability of the Company.
•
Approval
of
the
Fit
the
proper
policy
of
the
members
of
the
Board
of
Directors
and
any
amendment
which
is
submitted
for
final
approval
to
the
General
Assembly
Meeting
of
the
Company's
shareholders.
•
Appointment
of
a
vice-president
among
its
non-executive
members
in
cases
that
the
President
is
an
executive member.
•
Ensuring
compliance
with
independence
criteria
and
the
designation
of
a
member
of
the
Board
of
Directors
as
an
independent
member.
Review
at
least
annually
and
in
any
case
before
the
publication
of
the
annual
financial
report,
the
fulfillment
of
the
independence
criteria.
In
case
it
is
found
that
the
criteria
are
not
met
for
the
independent
non-executive
member,
take
the
appropriate
replacement actions.
•
Appointment
of
the
members
of
the
Nominations
and
Remuneration
Committee
and
the
Audit
Committee
in
the
event
that
the
General
Assembly
Meeting
of
the
Company's
shareholders
has
decided to consist exclusively of non-executive members of the Board of Directors.
•
Vigilance
regarding
existing
and
potential
conflicts
of
interest
between
the
Company
and
its
Management,
members
of
the
Board
of
Directors
or
major
shareholders
(including
shareholders
with
direct
or
indirect
authority
to
shape
or
influence
the
composition
and
conduct
of
the
Board
of
Directors).
Appropriate
handling
of
such
conflicts
and
the
Board
of
Directors
shall
adopt
a
transaction
supervision procedure with a view to transparency and the protection of corporate interests.
•
Responsibility
for
making
relevant
decisions
and
monitoring
the
effectiveness
of
the
Company's
management
system,
including
decision-making
procedures
and
the
assignment
of
powers
and
duties to other executives.
•
Formulation,
dissemination
and
application
of
the
main
values
and
principles
of
the
Company
that
govern its relations with all interested parties, related to the Company.
•
Defining the sustainable development policy of the Company and monitoring its implementation.
•
Approving
the
Internal
Regulation
Charter,
Corporate
Governance
Code
embraced
and
applied
by
the Company, Code of Conduct and their revisions.
•
Approval
of
the
Rules
of
Procedure
of
the
Internal
Audit
Department,
the
Rules
of
Procedure
of
the
Audit
Committee
and
the
Rules
of
Procedure
of
the
Nominations
and
Remuneration
Committee
and
their revisions.
•
Examining
the
internal
audit
reports
submitted
every
quarter
to
the
Board
of
Directors
through
the
Audit Committee including its recommendations.
•
Approving
equal
opportunities
and
diversity
policy,
including
gender
balance
between
board
members.
The
Role
and
the
responsibilities
of
the
Executive,
Non-Executive
and
Independent
Members of the Board
The
Executive
Members
of
the
Board
deal
with
the
issues
involved
in
the
day-to-day
Management
of
the
Company
and
supervise
the
implementation
of
the
Board’s
resolutions.
The
following
are
included
in
Annual Financial Report for the period
1/1/2020 to 31/12/2020
65
their role:
•
The implementation of the strategy determined by the Board of Directors.
•
Regular
consultation
with
non-executive
members
of
the
Board
of
Directors
on
the
appropriateness
of the strategy implemented.
•
The
written
information
either
jointly
or
separately
of
the
Board
of
Directors
in
existing
situations
of
crises
or
risks
as
well
as
when
it
is
required
to
take
measures
that
are
reasonably
expected
to
significantly
affect
the
Company,
such
as
when
decisions
are
to
be
made
regarding
business
development
and
risks
taken,
which
are
expected
to
affect
the
financial
situation
of
the
Company.
The
information
is
provided
without
delay,
submitting
a
relevant
report
with
their
assessments
and
suggestions.
The
executive
members
of
the
Board
of
Directors
participate
in
a
strictly
limited
number
of
other
Boards
of Directors (apart from the Group companies).
Non-Executive
Members
are
charged
with
supervising
the
implementation
of
the
Board’s
resolutions
as
well
as
with
other
issues
or
areas
of
activity
of
the
Company
that
have
been
specifically
assigned
to
them by resolution of the Board of Directors. In their role the following are included:
•
The
monitoring
and
examination
of
the
Company's
strategy
and
its
implementation
as
well
as
the
achievement of its goals.
•
Ensuring
effective
oversight
of
executive
members,
including
monitoring
and
controlling
their
performance.
•
Examining
and
expressing
views
on
proposals
submitted
by
executive
members,
based
on
existing
information.
A
non-executive
member
of
the
Board
of
Directors
is
considered
independent
if
at
the
time
of
his
appointment
and
during
his
term
does
not
directly
or
indirectly
hold
a
percentage
of
voting
rights
greater
than
0.5%
of
the
Company's
share
capital
and
is
exempt
from
financial,
business,
family
or
other
dependent
relationships,
which
can
influence
his
decisions
and
his
independent
and
objective
judgment.
The
independent
non-executive
members
submit
jointly
or
individually,
reports
to
the
regular
or
extraordinary
General
Assembly
Meeting
of
the
Company's
shareholders,
regardless
of
the
reports
submitted by the Board of Directors.
In
the
meetings
of
the
Board
of
Directors
that
have
as
subject
the
preparation
of
the
financial
statements
of
the
Company
or
are
included
in
the
agenda
issues
that
their
approval
needs
the
General
Assembly
Meeting
decision
with
increased
quorum
and
majority
according
to
Law
4548/2018,
the
Board
of
Directors is in quorum when at least two (2) independent non-executive members are present.
The
Chairman
is
responsible
for
ensuring
the
smooth,
orderly,
lawful
and
efficient
operation
of
the
Company,
in
accordance
with
the
strategic
objectives,
business
plans
and
action
plan,
as
determined
by
decisions
of
the
Board
of
Directors,
the
general
meeting
of
shareholders
and
the
legal
/
regulatory
frame.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
66
The
Chairman
participates
and
reports
to
the
Board
of
Directors
of
the
Company
and
implements
the
strategic choices and the important decisions of the Company.
The Role of Vice Chairman of the Board
The
Vice
President
of
the
Board
of
Directors
replaces
the
Chairman
of
the
Board
of
Directors
in
all
his
responsibilities, when he is absent or disabled.
The Role of Lead Independent Director
The
Lead
Independent
Director
of
the
Board
of
Directors
replaces
the
Vice-Chairman
of
the
Board
of
Directors
in
all
his
responsibilities,
when
he
is
absent
or
disabled.
It
also
chairs
the
meetings
of
the
non-
executive
members
of
the
Board
of
Directors
and
monitors
and
ensures
the
smooth
and
effective
communication
between
the
Committees
of
the
Board
of
Directors
and
the
Board
of
Directors.
Coordinates
the
non-executive
members
of
the
Board
of
Directors,
including
the
independent
members,
in
the
fulfillment
of
their
obligations.
He
is
available
and
attends
the
General
Assembly
Meetings
of
the
Company's Shareholders in order to discuss corporate governance issues with them, if they arise.
The Role of the Chief Executive Officer
The
Chief
Executive
Officer
is
responsible
for
ensuring
the
smooth,
orderly,
lawful
and
efficient
operation
of
the
Company,
in
accordance
with
the
strategic
objectives,
business
plans
and
action
plan,
as
determined
by
decisions
of
the
Board
of
Directors
and
the
General
Meeting
and
the
legal
/
regulatory
frame.
The
CEO
participates
and
reports
to
the
Board
of
Directors
of
the
Company
and
implements
the
strategic choices and important decisions of the Company.
The Role of the Company Secretary
The
Board
of
Directors
and
its
Committees
are
supported
by
a
competent,
specialized
and
experienced
Company
Secretary.
The
role
of
the
Company
Secretary
is
to
provide
practical
support
to
the
Chairman
and
the
other
members
of
the
Board
of
Directors,
collectively
and
individually,
based
on
the
compliance
of
the
Board
of
Directors
in
accordance
with
the
internal
rules
and
the
relevant
laws
and
regulations.
The responsibilities of the Company Secretary include:
•
Checking
the
legality
of
the
suggestions
to
the
Board
of
Directors
as
defined
in
detail
in
the
procedures and regulations of the Company and by the decisions of the Board of Directors.
•
Legal
elaboration
of
the
agenda
items
for
the
meetings
of
the
Board
of
Directors
of
the
Company.
•
Ensuring
a
good
flow
of
information
between
the
Board
of
Directors
and
its
Committees
as
well
as between the top Management and the Board of Directors.
•
Ensuring
the
effective
organization
of
shareholders'
meetings
and
the
generally
good
communication
of
the
latter
with
the
Board
of
Directors,
based
on
the
compliance
of
the
Board
of Directors with the legal and statutory requirements.
•
Keeping
records
of
members
of
the
Board
of
Directors
for
compliance
with
the
legislation
Annual Financial Report for the period
1/1/2020 to 31/12/2020
67
(indicatively
independence,
conditions
of
members
of
the
Audit
Committee
and
the
Nominations
and Remuneration Committee, conflict of interest, updated detailed curriculum vitae, etc.).
The
appointment
of
the
Company
Secretary
and
his
dismissal
is
a
matter
for
the
Board
of
Directors
as
a
collective
body.
All
members
of
the
Board
of
Directors
have
access
to
the
services
of
the
Company
Secretary.
Operation of the Board of Directors
The
operation
of
the
Board
of
Directors
is
described
in
detail
in
the
Rules
of
Operation
of
the
Board
of
Directors of the Company. This Regulation includes the following:
•
Election of the Board of Directors
•
Members of the Board of Directors
•
Determining the independence of candidates or incumbent members of the Board of Directors
•
Term of the Board of Directors
•
Composition of the Board of Directors in a body
•
Responsibilities of the Board of Directors
•
Duties and behavior of the members of the Board of Directors
•
C
ommittees of the Boards of Directors
•
Prohibitions
•
Meetings of the Board of Directors
•
Quorum of the Board of Directors and decision making
•
Support for the operation of the Board of Directors
•
Minutes of Board meetings
•
Policy of suitability of members of the Board of Directors
•
Remuneration policy of members of the Board of Directors
•
Introductory information program for the members of the Board of Directors
The
Board
of
Directors
arrange
meetings
with
the
necessary
frequency,
in
order
to
perform
its
duties
effectively.
At
the
beginning
of
each
calendar
year,
the
Board
of
Directors
adopts
a
meeting
calendar
and a 12-month action plan, which can be revised according to the needs of the Company.
The
evaluation
of
the
Board
of
Directors
and
its
Committees
is
carried
out
annually
using
questionnaires
filled
in
by
the
members
of
the
Board
of
Directors,
which
are
processed
by
the
Company
Secretary
and
presented to the Board of Directors annually (usually at the November meeting).
After
the
assumption
of
the
duties
of
the
new
members
of
the
Board
of
Directors,
a
special
induction
program
of
the
new
members
is
implemented,
which
includes
informative
meetings,
presentations
and
discussions
with
the
key
executives
of
the
Board
in
order
to
understand
the
purpose
and
nature
of
the
work
of
the
company.
In
addition,
the
new
members
are
informed
about
their
obligations
regarding
the
Code
of
Ethics,
the
Code
of
Corporate
Governance,
the
Rules
of
Procedure,
the
stock
market
legislation
and
in
general
the
policies
and
procedures
that
govern
the
operation
of
the
Company.
The
introductory
Annual Financial Report for the period
1/1/2020 to 31/12/2020
68
briefing
program
also
includes
meetings
with
the
Company's
regular
auditors.
The
Board
of
Directors
met
nine
(9)
times
during
the
year
2020.
The
participation
rate
of
the
members
of
the
Board
of
Directors
in
the
meetings
of
2020
was
93%.
In
the
meetings
of
the
Board
of
Directors
that
had
as
subject
the
preparation
of
the
financial
statements
of
the
Company
or
the
agenda
of
which
included
issues
for
the
approval
of
which
the
decision
was
foreseen
by
the
General
Meeting
with
increased
quorum
and
majority,
according
to
Law
4548/2018,
the
Board
of
Directors
was
in
quorum
and
at
least
two
(2)
independent non-executive members were present.
The
operation
of
the
Board
of
Directors
is
supported
by
two
Committees:
the
Audit
Committee
and
the
Nomination and Remuneration Committee.
The
Audit
Committee
operates
in
accordance
with
article
44
of
law
4449/2017
as
amended
by
article
74
of
law
4706/2012,
articles
10,
15
and
16
of
law
4706/2012
and
EU
Regulation
No.
537/2014
,
the
Greek
Corporate
Governance
Code
that
the
Company
has
voluntarily
adopted
(
http://www.helex.gr/el/esed
)
and
the
provisions
of
the
Company's
Operating
Regulations.
The
Audit
Committee
has
the
following
obligations:
a) Regarding the supervision of the regular audit:
•
Is
responsible
for
the
selection
process
of
the
regular
auditor
and
makes
proposals
to
the
Board
of
Directors
regarding
the
appointment,
reappointment
and
removal
of
the
regular
auditor,
as
well
as
for
the
remuneration
and
the
terms
of
employment
of
the
regular
auditor
under
Article
44
of
the
"Audit
Committee".
Law
4449/2017
and
article
16
of
Regulation
(EU)
537/2014
which
will be approved by the General Assembly.
•
Examines
and
monitors
the
independence
of
the
regular
auditor
and
the
objectivity
and
effectiveness
of
the
audit
process,
taking
into
account
the
relevant
professional
and
regulatory
requirements in Greece.
•
Examines
and
monitors
the
provision
of
additional
services
to
the
Company
by
the
auditing
company
to
which
the
regular
auditor/s
belongs
for
this
purpose,
has
developed
and
implements
a
procedure
for
approving
the
receipt
of
non-auditing
services
by
the
auditing
company
that
performs
the
statutory
audit
of
the
individual
and
consolidated
financial
statements
of
the
Group
companies and supervises its implementation.
•
Reviews
the
financial
reports
before
their
approval
by
the
Board
of
Directors
in
order
to
assess
their
completeness
and
consistency
in
relation
to
the
information
provided
as
well
as
the
accounting principles applied by the Company and informs the Board of Directors.
•
Arrange
meetings
with
the
Management
/
competent
executives
during
the
preparation
of
the
financial
reports
as
well
as
the
certified
auditor
during
the
planning
and
control
stage,
during
its
execution as well as during the preparation stage of the audit reports.
•
It
is
informed
about
the
procedure
and
the
schedule
for
the
preparation
of
the
financial
Annual Financial Report for the period
1/1/2020 to 31/12/2020
69
information
by
the
Management
and
for
the
annual
program
of
mandatory
audit
by
the
certified
auditor.
•
Receives
from
the
regular
auditor
a
supplementary
report
pursuant
to
Article
11
of
Regulation
(EU)
537/2014
which
includes
the
results
of
the
statutory
audit
and
any
weaknesses
in
the
internal
control
system,
in
particular
the
weaknesses
of
the
financial
reporting
procedures
of
the
financial
statements
and
informs
the
Chairman,
the
CEO
and
the
Board
of
Directors
of
the
company.
•
Informs
the
BoD
of
the
outcome
of
the
statutory
audit
and
explains
how
the
statutory
audit
contributed
to
the
integrity
of
the
financial
information
and
what
the
EU's
role
was
in
the
process.
•
Monitors
the
performance
of
the
external
auditors
taking
into
account
any
findings
and
conclusions
of
the
competent
authority
in
accordance
with
paragraph
6
of
Article
26
of
Regulation (EU) No. 537/2014.
b)
With
regard
to
the
financial
information
process
and
the
system
of
internal
control,
regulatory
compliance and risk management, the Audit Committee:
•
Monitors
the
financial
information
process
and
submits
recommendations
or
proposals
to
ensure
its integrity and the reliability of the Company's financial statements.
•
Supervises
any
official
announcement
regarding
the
financial
performance
of
the
Company
(announcements,
press
releases),
informs
the
Board
of
Directors
about
its
findings
and
submits
improvement proposals if it deems necessary.
•
Inspects
the
Company's
internal
financial
controls
and
monitors
the
effectiveness
of
the
Company's
internal
control,
regulatory
compliance
and
risk
management
systems.
To
this
end,
the
Audit
Committee
periodically
reviews
the
company's
internal
control
and
risk
management
system
to
ensure
that
key
risks
are
properly
identified,
addressed
and
disclosed.
It
informs
the
Board
of
Directors
of
its
findings
and
submits
proposals
for
improvement
if
it
deems
it
necessary.
•
Examines and evaluates in detail important issues such as:
➢
Significant
judgments,
assumptions
and
estimates
in
the
preparation
of
the
financial
statements
➢
The valuation of assets at fair value.
➢
Assessing the recoverability of assets.
➢
The adequacy of disclosures about the significant risks faced by the Company.
➢
The significant transactions with related parties.
➢
The significant unusual transactions.
➢
Adherence
to
accounting
principles
and
standards
and
any
changes
from
the
previous
year.
•
Examines
conflicts
of
interest
during
the
Company's
transactions
with
related
parties
and
submits relevant reports to the Board of Directors,
•
Examines
the
existence
and
content
of
those
procedures,
according
to
which
the
Company's
Annual Financial Report for the period
1/1/2020 to 31/12/2020
70
employees
may,
in
confidence,
express
their
concerns
about
possible
illegalities
and
irregularities
in
matters
of
financial
information
or
other
issues
related
to
the
operation
of
the
Company.
The
Audit
Committee
ensures
that
there
are
procedures
for
the
effective
and
independent investigation of such issues, as well as for their appropriate treatment.
•
Examines
the
regulatory
compliance
system
that
includes
the
establishment
and
implementation
of
appropriate
and
up-to-date
procedures,
in
order
to
achieve
in
time
the
full
and
continuous
compliance
of
the
Company
with
the
applicable
regulatory
framework
and
to
have
at
all
times
a complete picture of the degree of achievement of this purpose.
•
Examines
the
policy
and
procedure
for
conducting
periodic
evaluation
of
the
internal
control
system
by
persons
who
have
proven
relevant
professional
experience
and
do
not
have
dependency relationships according to article 14 of Law 4706/2020.
c) Regarding the supervision of the Internal Audit Department, the Audit Committee:
•
Ensures
the
efficient
operation
of
the
Internal
Audit
Department
in
accordance
with
standards
for the professional implementation of internal audit.
•
Identifies
and
examines
the
operating
regulations
of
the
Company's
Internal
Audit
Department.
•
Monitors
and
inspects
the
proper
functioning
of
the
Internal
Audit
Department
and
examines
the quarterly audit reports of the Directorate.
•
Ensures
the
independence
of
internal
control,
proposing
to
the
Board
of
Directors
the
appointment and dismissal of the head of the Internal Audit Department.
•
Has
regular
meetings
with
the
head
of
the
Internal
Audit
Department
to
discuss
issues
within
his competence as well as problems that may arise from the internal audits.
•
The
head
of
the
Internal
Audit
Department
reports
administratively
to
the
Chief
Executive
Officer
and functionally to the Audit Committee.
•
The
head
of
the
Internal
Audit
Department
submits
to
the
Audit
Committee
an
annual
audit
program
and
the
requirements
of
the
necessary
resources
as
well
as
the
consequences
of
limiting
the
resources
or
the
audit
work
of
the
unit
in
general.
The
annual
audit
program
is
prepared
based
on
the
assessment
of
the
Company's
risks
after
taking
into
account
the
opinion
of the Audit Committee. The annual audit program is approved by the Board of Directors.
•
Receives
quarterly
from
the
Director
of
Internal
Audit
a
report
on
the
progress
of
the
work
of
the
Internal
Audit
Department
of
the
Company
and
presents
it
to
the
Board
of
Directors
of
the
Company along with its observations and findings.
e) Regarding sustainable development
•
Includes
in
the
report
of
activities
submitted
to
the
annual
regular
General
Assembly
Meeting,
a description of the sustainable development policy followed by the Company.
The
operation
of
the
Audit
Committee
is
described
in
detail
in
the
Rules
of
Operation
of
the
Audit
Committee
(Audit
Committee
Charter)
approved
by
the
Board
of
Directors
of
the
Company
and
posted
on
the
Company's
website
(
http://www.fourlis.gr
).
The
Audit
Committee
shall
use
any
resources
it
deems appropriate to fulfill its purpose, including the services of external consultants.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
71
The
Audit
Committee
from
its
establishment
(beginning
of
2003)
until
the
end
of
2020
held
77
meetings.
Especially
for
the
year
2020,
the
Audit
Committee
met
eight
(8)
times
and
the
participation
rate
of
its
members
in
the
meetings
was
88%.
The
2020
meetings
were
attended
on
a
case-by-case
basis
by
the
irector
of
Internal
Audit,
the
Director
of
Controlling
&
Planning,
the
Director
of
Social
Responsibility
and
Sustainable
Development,
and
the
external
auditors.
The
discussions
and
decisions
of
the
Audit
Committee
are
recorded
in
minutes
according
to
article
74
of
L.4706
/
2020,
which
are
approved
via
e-
mail
by
the
present
members,
according
to
article
93
of
L.4548
/
2018.
The
duties
of
Secretary
of
the
Audit Committee are exercised by the Secretary of the Board of Directors.
For
the
year
2020,
the
Audit
Committee
has
prepared
an
Annual
Report
to
the
annual
General
Assembly
Meeting
of
Shareholders
of
the
Company
which
is
included
in
section
17
of
the
Management
Report
of
the Board of Directors.
In
the
context
of
its
role,
the
Audit
Committee
for
the
year
ended
31/12/2020,
approved
for
the
Company,
fees
of
the
regular
auditors
amounting
to
7
thousand
euros
that
relate
to
services
beyond
the
control
of
financial
statements
(excluding
regular
audit
services
and
issuance
of
a
tax
certificate
amounting
to
EUR
37
thousand).
Therefore,
the
percentage
of
non-audit
services
in
relation
to
the
audit
services provided by the statutory auditor is 19.3%.
Nominations and Remuneration Committee
The
Committee
for
the
Promotion
of
Nominations
and
Remuneration
of
the
Company
has
been
established
in
order
to
support
the
Board
of
Directors,
in
the
fulfillment
of
its
obligations
to
the
shareholders,
regarding
the
assurance
that
the
nomination
of
candidates
for
the
Board
of
Directors
is
done
in
a
meritocratic
and
objective
manner,
smooth
succession
of
its
members
as
well
as
the
top
executives
with
the
aim
of
the
long-term
success
of
the
Company.
In
the
context
of
its
role,
the
Nominations
and
Remuneration
Committee
identifies
and
proposes
to
the
Board
of
Directors
persons
suitable
for
the
acquisition
of
the
status
of
a
member
of
the
Board
of
Directors,
based
on
a
procedure
provided
in
its
Rules
of
Procedure.
For
the
selection
of
the
candidates,
it
takes
into
account
the
factors
and criteria determined by the Company, in accordance with the Suitability Policy that it adopts.
The
Nominations
and
Remuneration
Committee
formulates
proposals
to
the
Board
of
Directors
regarding
the
Remuneration
Policy
submitted
for
approval
to
the
General
Meeting
(law
4548/2018,
no.
112)
and
the
remuneration
of
persons
falling
within
the
scope
of
the
Remuneration
Policy
and
executives
of
the
Company,
in
particular
the
head
of
the
internal
control
unit
and
examines
the
information
included
in
the
final
draft
of
the
annual
salary
report,
providing
its
opinion
to
the
Board
of
Directors
before
submitting
the
report
to
the
General
Meeting.
The
remuneration
policies
and
practices
adopted
by
the
Company
are
characterized
by
fairness
and
responsibility
and
clearly
link
the
performance
of
the
Company with that of the individual.
In the context of its role, the Nomination and Remuneration Committee:
•
Participates
in
the
determination
of
the
selection
criteria
and
the
procedures
of
promotion
of
the members of the Board of Directors.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
72
•
Submits proposals for the Diversity Policy including gender balance.
•
Submits
proposals
to
the
Board
of
Directors
for
the
nomination
of
its
candidate
members
in
the
context of the approved Eligibility Policy.
•
Carries
out
the
process
of
determining
and
selecting
candidate
members
of
the
Board
of
Directors within the approved Suitability Policy.
•
Submits proposals to the Board of Directors for the revision of the Suitability Policy if required.
•
Periodically
evaluates
the
size
and
composition
of
the
Board
of
Directors
and
submits
proposals
for consideration regarding its desired profile.
•
Evaluates
the
existing
balance
of
qualifications,
knowledge,
views,
skills,
experience
related
to
corporate
goals
as
well
as
between
the
sexes
and
based
on
this
evaluation,
describes
the
role
and skills required to fill vacancies.
•
Informs
the
Board
of
Directors
about
the
results
of
the
implementation
of
the
Suitability
Policy
of
the
members
of
the
Board
of
Directors
and
the
taking
of
any
measures
in
case
of
deviations.
•
Examines the Annual Remuneration Report of the members of the Board of Directors.
•
Submits
proposals
to
the
Board
of
Directors
regarding
the
salaries
of
the
members
of
the
Board
of Directors within the approved Remuneration Policy.
•
Submits
proposals
to
the
Board
of
Directors
for
the
revision
of
the
Remuneration
Policy
if
required.
•
Informs
the
Board
of
Directors
about
the
results
of
the
implementation
of
the
Remuneration
Policy
of
the
members
of
the
Board
of
Directors
and
the
taking
of
any
measures
in
case
of
deviations.
•
Submits
proposals
to
the
Board
of
Directors
regarding
the
salaries
of
the
Company's
executives,
in particular the head of the internal control unit.
For
the
year
2020,
the
Nominations
and
Remuneration
Committee
met
three
(3)
times
and
the
percentage of participation of its members in the meetings was 100%.
The
operation
of
the
Nominations
and
Remuneration
Committee
of
the
Board
of
Directors
is
described
in
detail
in
the
Rules
of
Procedure
of
the
Committee
approved
by
the
Board
of
Directors
of
the
Company
and
posted
on
the
Company's
website
(
http://www.fourlis.gr
).
The
Nominations
and
Remuneration
Committee
uses
any
resources
it
deems
appropriate
to
fulfill
its
purpose,
including
services
by
external
consultants.
In
addition
to
the
above
Committees
of
the
Board
of
Directors,
an
Executive
Committee
has
been
established
and
operates
in
the
Company
with
advisory
and
recommendatory
character
as
well
as
executive,
to
the
extent
that
it
is
assigned
specific
executive
responsibilities
by
the
Board
of
Directors.
The
Executive
Committee
includes
the
Executive
Members
of
the
Board
of
Directors,
the
Managing
Directors
of
its
important
subsidiaries
and
the
Managers
of
Human
Resources,
Informatics
and
Finance
Planning and Control and Management of Cash, Investor Relations and Risk Management.
Information
on
the
number
of
shares
held
by
the
members
of
the
Board
of
Directors
and
Annual Financial Report for the period
1/1/2020 to 31/12/2020
73
the executives of the Company
The
total
percentage
of
shares
held
by
the
members
of
the
Board
of
Directors
and
the
Executives
is
less
than 20%.
The Company's Corporate Governance System includes:
•
Diversity Policy
•
Related Party Transfer Pricing Policy
•
Policy of Conflict Interest
•
Remuneration Policy
•
Fit and Proper Policy
•
Code of Conduct
•
Internal Regulation Charter
•
Risk Management System
•
Internal Control System
•
Regulatory Compliance System
•
Internal Audit Unit
•
Investors Relations and Corporate Announcements
In more details:
Policy of equal opportunities and diversity
Company’s
policy
of
equal
opportunities
and
diversity
is
posted
on
its
website
(
http://www.fourlis.gr
)
and briefly includes the following:
FOURLIS
Group
is
committed
to
provide
equal
opportunities
for
all
employees
and
qualified
applicants
for
employment,
at
all
levels
of
hierarchy,
regardless
of
race,
color,
religion,
national
origin,
gender,
sexual
orientation,
age,
disability,
marital
status,
or
any
other
characteristic
protected
by
law.
FOURLIS
Group expressly prohibits any discrimination or harassment based on these factors.
Affirmative
action
will
be
taken
to
ensure
that
all
employment
decisions,
including
but
not
limited
to
those
involving
recruitment,
hiring,
promotion,
training,
compensation,
benefits,
transfer,
discipline,
and
discharge, are free from unlawful discrimination.
The
Group
encourages
a
safe
and
healthy
work
environment,
free
from
discrimination,
harassment
and
retaliation.
All
employment-related
decisions
are
based
on
an
individual
qualification,
performance
and
behavior, or other legitimate business considerations.
FOURLIS
Group
will
provide
reasonable
accommodation
to
otherwise
qualified
employees
with
a
disability
consistent
with
the
law.
What
constitutes
a
reasonable
accommodation
depends
on
the
circumstances and thus will be addressed by the Group on a case-by-case basis.
With
a
view
to
achieving
a
sustainable
and
balanced
development,
the
Group
sees
increasing
diversity
at
the
Board
&
Executive
Officers
level
as
an
essential
element
in
supporting
attainment
of
its
strategic
objectives and its sustainable development.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
74
Certain
minimum
qualifications
for
Board
members
&
Executive
Officers
candidates
should
possess,
including
strong
values
and
discipline,
high
ethical
standards,
a
commitment
to
full
participation
to
the
Board
and
its
committees.
Candidates
should
possess
individual
skills,
experience
and
demonstrated
abilities that help meet the current needs to the Group.
Board
&
Executive
Officers’
diversity
is
based
on
a
number
of
aspects,
including
but
not
limited
to
gender,
age,
cultural
and
educational
background,
ethnicity,
professional
experience,
skills,
knowledge
and
length of service.
All
Board
&
Executive
Officers
appointments
will
be
based
on
meritocracy,
and
candidates
will
be
considered against objective criteria, having due regard for the benefits of diversity on the Board.
Below,
data
on
the
proportion
of
each
gender
and
age
of
Board
members
and
Senior
Executives
are
presented:
Representation percentages by gender and age
of the Board of Directors and the management
of FOURLIS HOLDINGS SA
Policy of Transfer Pricing transactions with related parties
The
policy
of
conducting
transactions
between
subsidiaries
of
the
Company
and
related
parties
aims
at
the
timely
information
of
the
desired
transaction
and
approval
obtaining
before
its
implementation.
The
policy
applies
at
any
transaction
value.
In
case
of
existing
transactions,
approval
is
required
for
substantial
modification
of
contract
terms
in
force
(new
customer,
new
transaction,
expansion
of
the
duration, credit terms amendment, pricing conditions amendment etc).
Policy of Conflict Interest
The
Company
has
and
implements
a
Conflict
of
Interest
Policy
in
accordance
with
article
14
of
Law
4706/2020.
The
Conflict
of
Interest
Policy
includes
procedures
for
the
prevention
of
conflicts
of
interest,
Annual Financial Report for the period
1/1/2020 to 31/12/2020
75
measures
for
the
disclosure
and
management
of
conflicts
of
interest
and
any
cases
and
conditions
that
would
exceptionally
be
acceptable
for
a
member
of
the
Board
of
Directors
or
Chief
Executive
Officer
to
have such interests that are significantly limited or properly managed.
All
actual
and
potential
conflicts
of
interest
are
subject
to
adequate
communication,
discussion,
documentation,
decision-making
and
proper
management
(ie,
the
necessary
measures
to
reduce
conflicts of interest are taken).
The
policy
and
principles
of
the
Company
regarding
the
form
of
executive
and
non-executive
board
members’
remuneration
as
well
as
the
calculation
method
of
remuneration,
including
quantitative
and
qualitative
criteria
taken
into
consideration,
are
included
in
Remuneration
Policy
which
has
been
approved
by
the
Extraordinary
General
Assembly
on
24/1/2020
and
has
been
uploaded
in
the
Company’s
website
http://www.fourlis.gr
. The Policy refers to the members of the Board of Directors (BoD) of
FOURLIS
HOLDINGS
SA
and
was
conducted
according
to
the
EU
Directive
regarding
stock
options
of
shareholders
(
Directive
(EU)
2017/828
of
the
European
Parliament
and
of
the
Council
of
17
May
2017)
as it has been integrated in Greek legislation with L. 4548/2018.
Remuneration
policy
contributes
to
business
strategy,
long-term
interests
and
viability
of
the
Company
and
clarifies
the
manner
of
contribution.
It
sets
out
in
detail
not
only
the
existing
rights
of
the
Board
of
Directors
members
and
the
Company’s
liabilities
towards
them,
but
also
the
terms
based
on
which
the
remuneration
will
be
provided
in
the
future.
The
policy
applies
for
four
(4)
years,
unless
revised
and/or
amended earlier with resolution of the Shareholders’ General Assembly of FOURLIS HOLDINGS SA.
Nomination
and
Remuneration
Committee
will
review
on
an
annual
basis
if
the
policy
is
still
compatible
with
the
Company’s
business
strategy
or
if
amendments
need
to
be
proposed
to
the
Board
of
Directors.
Every
four
(4)
years
or
earlier
if
an
amendment
need
arises
following
recommendation
of
the
Committee,
the
Board
of
Directors
will
submit
for
approval
any
Policy
changes
they
consider
appropriate
at
the
General Assembly of the Company’s shareholders.
Remuneration
Committee
takes
into
consideration
the
existing
legislation,
good
corporate
governance
practices,
Greek
Code
of
Corporate
Governance,
Articles
of
Incorporation
and
Rules
of
Procedure
on
Internal
Organization
of
the
Company.
The
Policy
recognizes
the
current
rights
and
obligations
at
members
of
the
Board
of
Directors
and
defines
the
terms
based
on
which
the
future
remuneration
may
be
provided
to
the
existing
or/and
new
members
of
Board
of
Directors
for
as
long
as
the
policy
is
valid.
No
member
of
the
Board
of
Directors
does
not
make
decisions
nor
is
responsible
for
its
own
remuneration.
The
Remuneration
and
Nomination
Policy
will
secure
the
fact
that
no
person
will
be
present at the discussion regarding its remuneration.
More analytically:
The
Company
pays
both
the
executive
and
the
non-executive
members
of
the
Board
of
Directors
taking
into
account
the
principle
of
fair
and
reasonable
remuneration
for
the
best
and
most
appropriate
individual
for
the
relevant
position
considering
at
the
same
time
the
level
of
responsibility
as
well
as
the
Annual Financial Report for the period
1/1/2020 to 31/12/2020
76
knowledge
and
the
experience
required
in
order
to
meet
the
expectations,
ensuring
at
the
same
time
its
short-term
and
long-term
business
plan,
so
that
it
can
continue
to
create
value
for
the
customers,
the
shareholders,
the
employees
and
the
economy
of
the
countries
in
which
it
runs
its
business
activities.
Remuneration Policy of executive members of the Board of Directors
Remuneration
Policy
of
executive
members
of
the
Board
of
Directors
contributes
in
business
strategy,
long-term interests and viability of the Company:
•
Providing
a
fair
and
proper
level
of
a
standard
fixed
remuneration
which
allows
the
executive
members to focus on the creation of a viable long-term value.
•
Balancing
the
short-term
and
the
long-term
remuneration
in
order
to
be
ensured
that
short-term
goals which will lead long-term to the creation of a value are targeted.
•
Offering
short-term
variable
remuneration
with
performance
criteria
which
harmonize
the
interests
of the executive member to the interests of the shareholders.
•
Including
long-term
variable
remuneration
against
titles
with
long-term
performance
criteria,
which
contribute in the creation of a value.
The
Policy
does
not
provide
for
variable
remuneration
for
the
non-executive
members
of
the
Board
of
Directors
so
that
it
can
be
guaranteed
that
there
is
no
conflict
of
interests
in
decision-taking
of
the
non-
executive
members
and
in
their
option
to
doubt
the
decisions
of
the
Board
of
Directors
when
these
result
in risk-taking by the Company.
The
Remuneration
Policy
of
Board
Executive
members,
apart
from
the
aforementioned,
also
takes
into
account
other
significant
factors
for
the
determination
of
the
remunerations
such
as
the
knowledge
and
the experience required for the achievement of the objectives of the Business plan of the Company.
The
Committee
on
Nominations
and
Remunerations
and
the
Board
of
Directors
are
informed
regularly
about
the
structure
of
the
remuneration
and
the
policies
followed
inside
the
Company,
as
well
as
about
the
market
trends
in
the
specific
issue
(annual
researches
on
remuneration
and
benefits).
These
data
are considered upon revision of the Policy.
Remuneration
of
the
executive
members
of
the
BoD
include
a
standard/fixed
remuneration,
participation
in
short-term
program
of
variable
remuneration
MBO
(Management
by
Objectives),
participation
in
long-
term
program
for
the
provision
of
incentives
(Stock
option
rights),
retirement
benefit,
liability
insurance
for
Directors
and
Officers
and
other
benefits
such
as
private
health
insurance,
life
insurance,
company
car / car benefit and fuel card.
Remuneration Policy of non-executive members of the Board of Directors
In
the
determination
of
the
remuneration
level
of
the
non-executive
members
of
the
Board
of
Directors,
the
market
practice
is
taken
into
account,
regarding
the
companies
of
a
similar
size
on
the
basis
of
the
stock market value, revenues, profits, complexity, structure and international dimension.
The
non-executive
members
of
the
Board
of
Directors
receive
the
basic
remuneration
and
are
paid
additional
remuneration
in
order
to
exercise
the
duty
of
presiding
at
the
committees.
The
non-executive
Annual Financial Report for the period
1/1/2020 to 31/12/2020
77
members
of
the
Board
of
Directors
do
not
have
a
participation
right
in
any
program
for
the
provision
of
incentives.
To
the
non-executive
members
of
the
Board
of
Directors
a
remuneration
is
paid,
which
is
standard
and
fixed
and
covers
the
time
required
for
the
exercise
and
execution
of
their
duties.
The
said
standard
remunerations
cover
the
attendance
time
in
up
to
five
(5)
meetings
of
the
Board
of
Directors
and
in
up
to
five
(5)
meetings
of
the
Committees
of
the
Board
of
Directors
including
the
time
for
transfers
and
preparation.
The
maximum
amount
of
the
annual
total
basic
remuneration
is
specified
by
the
Board
of
Directors
after
proposal
of
the
Committee
on
Nominations
and
Remunerations
and
is
subject
to
approval
by
the
Annual
Ordinary General Meeting of shareholders.
There
is
no
pre-determined
level
of
annual
remuneration
or
increase
of
remuneration
nor
a
pre-specified
maximum level of remuneration.
The
Company
has
a
Fit
&
Proper
Policy
of
the
members
of
the
Board
of
Directors
which
is
approved
by
its
Board
of
Directors
and
is
submitted
for
final
approval
to
the
General
Assembly
Meeting
of
Shareholders
of
the
Company.
The
first
issue
of
the
Fit
&
Proper
Policy
of
the
members
of
the
Board
of
Directors
based
on
the
provisions
of
Law
4706/2020
will
be
submitted
for
approval
to
the
Annual
General
Assembly
Meeting
of
Shareholders
of
2021.
After
its
approval
the
Suitability
Policy
will
be
posted
on
the
Company's
website.
The
basic
concepts
and
principles
of
the
Company
Suitability
Policy
are
the
following:
•
Fit
&
Proper
Policy
is
the
set
of
principles
and
criteria
that
are
applied
at
least
during
the
selection,
replacement
and
renewal
of
the
term
of
office
of
the
members
of
the
Board
of
Directors
in
the
context of the assessment of individual and collective suitability.
•
Individual
suitability
is
the
degree
to
which
a
person
is
considered
to
have
as
a
member
of
the
Board
of
Directors
sufficient
knowledge,
skills,
experience,
independence
of
judgment,
moral
guarantees
and
a
good
reputation
for
performing
his
duties
as
a
member
of
the
Board
of
Directors
of
the
Company, according to the criteria suitability set by the Company Fit & Proper Policy.
•
Collective suitability is the suitability of the members of the Board of Directors as a whole.
•
The
Fit
&
Proper
Policy
aims
to
ensure
the
quality
staffing,
efficient
operation
and
fulfillment
of
the
role
of
the
Board
of
Directors
based
on
the
overall
strategy
and
medium-term
business
aspirations
of the Company in order to promote the corporate interest.
•
The
Fit
&
Proper
Policy
is
clear,
adequately
documented
and
governed
by
the
principle
of
transparency and proportionality.
•
The
criteria
for
assessing
individual
suitability
are
general
and
apply
to
all
members
of
the
Board
of
Directors,
regardless
of
their
capacity
as
executive,
non-executive
or
independent
non-executive
members.
•
The
composition
of
the
Board
of
Directors
reflects
the
knowledge,
skills
and
experience
required
to
Annual Financial Report for the period
1/1/2020 to 31/12/2020
78
exercise
its
responsibilities.
This
includes
the
requirement
that
the
Board
of
Directors
has
an
adequate
understanding
of
the
areas
for
which
members
are
collectively
responsible
and
has
the
necessary skills to exercise the actual management and supervision of the Company, including:
Its business activity and the main risks associated with it,
⎯
Strategic planning,
⎯
The financial reports,
⎯
Compliance with the legislative and regulatory framework,
⎯
Understanding corporate governance issues,
⎯
The ability to identify and manage risks,
⎯
The impact of technology on its activities,
⎯
Adequate gender representation.
•
The
Fit
&
Proper
Policy
explicitly
provides
for
adequate
representation
by
gender
of
at
least
25%
of
all
members
of
the
Board
of
Directors
and
in
case
of
a
fraction,
this
percentage
is
rounded
to
the previous whole.
•
The
Fit
&
Proper
Policy
refers
to
the
Company's
Equal
Opportunities
and
Diversity
Policy
to
ensure
that it has been taken into account when appointing new members of the Board of Directors.
•
Monitoring
the
implementation
of
the
Suitability
Policy
is
the
responsibility
of
the
Board
of
Directors.
The
implementation
of
the
Suitability
Policy
is
assisted
by
the
Internal
Audit
Unit,
the
Regulatory
Compliance
Unit,
the
Nominations
and
Remuneration
Committee
and
the
Corporate
Secretary
where
required.
The
results
of
the
Conformity
Policy
assessment
are
recorded
as
well
as
the
actions
to
be
taken
to
address
any
deficiencies
identified
at
both
the
individual
and
collective
level of conformity.
•
The
documentation
regarding
the
approval
of
the
Suitability
Policy
and
any
amendments
thereto
are kept in an electronic file.
The
Company
has
adopted
high
standards
of
professional
ethics
ensuring
the
commitment
and
cooperation of all its executives. Its Code of Conduct includes the following standards:
Adherence to professional ethics
The
employees
of
the
Company
undertake
to
behave
ethically
and
lawfully,
regardless
of
the
position
they
hold
or
the
place
where
they
work
and
do
not
let
their
professional
transactions
be
affected
or
appear to be influenced by their personal or family interests.
Only
individuals
authorized
by
the
Board
of
Directors
of
the
Company
can
contact
the
public
bodies
and
the
media
and
announce
information
about
the
activities
and
results
of
the
Company's
companies.
The
employees
of
the
Company
must
ensure
in
every
way
the
confidential
nature
of
the
privileged
information they hold.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
79
The
basic
principle
of
operation
of
the
Company
is
respect
for
people.
The
Company
shows
its
respect
for
all
those
working
by
providing
a
positive,
productive
and
safe
working
environment.
The
employees
of
the
Company
use
its
property,
facilities
and
resources
(human
and
material)
only
for
the
activities
of
the Company and not for personal reasons.
The
Company
recognizes
the
possibility
of
conflict
of
interest
that
may
arise
if
relatives
work
in
the
same
company.
The
Company
has
established
policies
regarding
the
use
of
personal
electronic
devices
(computers,
tablets,
mobile
phones,
personal
e-mails)
for
the
access
of
employees
to
corporate
systems
/ applications.
The
Company
respects
the
right
to
freedom
of
speech
of
all
its
employees
as
well
as
their
right
to
use
Social
Media.
The
Company's
employees,
by
voluntarily
participating
in
the
public
or
politics,
not
only
improve
their
own
social
environment,
but
also
contribute
to
the
strengthening
of
the
consumer's
credit
and the good name of the Company.
The
Company
recognizes
its
responsibility
in
the
interests
of
the
countries
where
it
trades.
Complies
with all laws and regulations and does not engage in commercial foreclosure.
Any
agreement
or
liability
(formal
or
informal,
express
or
implied)
between
competitors
to
increase,
decrease or stabilize prices is illegal and strictly prohibited.
Protection of the natural environment
The Company is committed to maintaining a responsible environmental attitude.
Confidentiality and protection of personal data of individuals
No
employee
may
have
access
to
the
Company's
confidential
information
unless
he
/
she
has
a
specific
need related to the performance of his / her work.
The
employees
of
the
Company
comply
with
all
applicable
provisions
on
the
protection
of
personal
and
sensitive
personal
data
and
fully
cooperate
in
any
audits
or
investigations
carried
out
both
internally
by
competent
executives
of
the
Company
and
by
public
authorities
and
/
or
by
private
bodies
that
have
undertaken this project.
Communication of cases of unethical behavior
The
Company
Code
of
Conduct
is
open
24
hours
a
day,
and
by
calling
it,
one
can
report
anonymously
or
anonymously,
any
concerns
about
violations
of
the
Code
of
Conduct
or
non-compliance
with
applicable
law.
Access
to
the
Code
of
Conduct
is
achieved
by
calling
from
a
mobile
or
landline,
the
number
210-6293010
while the email address:
is also valid.
Internal Regulation Charter
The
Company
has
an
updated
Operating
Regulation
in
accordance
with
article
14
of
Law
4706/2020
which includes:
•
The
organizational
structure,
the
objects
of
the
units,
the
committees
of
the
Board
of
Directors
or
Annual Financial Report for the period
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other standing committees as well as the duties of their heads and their reference lines.
•
The
report
of
the
main
characteristics
of
the
Internal
Audit
System
(IAC)
which
includes
the
internal
control unit, risk management and regulatory compliance.
•
The process of recruiting top executives and evaluating their performance.
•
The
process
of
compliance
of
persons
holding
managerial
duties
and
persons
having
close
links
with
them, with the obligations of Article 19 of Regulation (EU) 596/2014.
•
The
process
of
notifying
any
dependent
relationship
of
the
independent
non-executive
members
of
the Board of Directors and the persons who have close ties with these persons.
•
The
process
of
compliance
with
the
obligations
arising
from
the
law
on
transactions
with
related
parties.
•
The policies and procedures for the prevention and treatment of conflict of interest situations.
•
The
policies
and
procedures
of
compliance
of
the
Company
with
the
laws
and
regulations
that
regulate its organization and operation as well as its activities.
•
The
procedure
available
to
the
Company
for
the
management
of
privileged
information
and
the
correct information of the public, in accordance with the provisions of Regulation (EU) 596/2014.
•
The
policy
and
procedure
for
conducting
periodic
evaluation
of
the
Internal
Audit
System
(IMS),
by
persons who have relevant professional experience and do not have dependent relationships.
•
The
training
policy
of
the
members
of
the
Board
of
Directors,
the
executives
as
well
as
the
other
executives
of
the
Company,
especially
those
involved
in
internal
control,
risk
management,
regulatory compliance and information systems.
•
The sustainable development policy followed by the Company.
The
Company's
Internal
Regulation
Charter
and
any
amendments
thereto
are
issued
and
approved
by
the Board of Directors. A summary of it is included on the Company's website.
Risk
management
presupposes
the
definition
of
objective
goals
based
on
which
the
most
important
events
that
can
affect
the
Company
are
identified,
the
relevant
risks
are
assessed
and
the
Company's
response to them is decided.
The adequacy of the Risk Management System is based on:
• The nature and extent of the risks it faces,
•
To
the
extent
and
categories
of
risks
that
the
Board
of
Directors
deems
to
be
within
acceptable
limits
for the Company,
• The possibility of implementing the risks,
• The Company's ability to reduce the impact of the risks that are ultimately realized,
• The operating costs of specific safeguards, in relation to the benefit of risk management.
Risk management is a process that:
• is carried out by the executives and other employees of the Company.
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• is designed to identify potential events that may affect the Company.
•
manages
the
risks
in
the
context
of
taking
risks
determined
by
the
Board
of
Directors,
in
order
to
have
reasonable certainty about the achievement of the Company's objectives.
The methodology used for risk management is divided into four phases:
•
Defining
objective
objectives:
The
objectives
of
the
Company
are
defined
at
a
strategic
level,
in
collaboration
with
the
Management.
The
Company
faces
various
risks
from
external
and
internal
sources.
Setting
clear
objectives
is
a
prerequisite
for
effectively
identifying,
evaluating
and
addressing
risks
/
events. The objectives of the Company are in line with the view of the Management for taking risks.
•
Risk
identification:
Risk
identification
is
based
on
the
accumulated
knowledge
and
experience
of
the
Management,
employees
and
other
bodies
of
the
Company
and
is
carried
out
through
structured
discussions.
Each
working
group
has
a
facilitator
who
leads
the
discussion
about
the
risks
that
may
affect the achievement of the Company's goals.
•
Risk
assessment:
The
probability
of
risk
is
assessed
based
on
the
following
approaches
depending
on
whether
the
risk
is
recurrent
or
not:
a)
for
recurrent
risks,
the
frequency
of
their
occurrence
during
the
year,
b)
for
continuous
risks
or
risks
that
characterized
by
an
incident,
the
probability
of
occurrence
of
the
hazard
in
a
given
period
of
time.
To
assess
the
impact
of
a
risk,
the
impact
it
will
have
on
the
assets
and
resources
of
the
Company
and
the
Group
is
examined.
The
effects
can
be:
a)
financial
(loss
of
revenue,
decrease
in
profits,
decrease
in
return
on
investment),
b)
commercial
(loss
of
customers
or
contracts,
decrease
in
customer
satisfaction),
c)
human
and
social
(physical
damage)
integrity,
degradation
of
the
social
climate,
the
requirements
of
liability),
d)
the
image
and
reputation
of
the
Company
that
are
taken
into
account
by
all
stakeholders
(customers,
suppliers,
regulators,
the
general
public).
•
Risk
response:
After
assessing
the
relevant
risks,
Management
determines
how
the
Company
reacts.
During
this
process,
the
Company
examines
the
relevant
costs
and
benefits
of
the
risk
response
options,
taking
into
account
the
measurable
direct
and
indirect
costs
associated
with
the
risk
response.
Opportunity costs associated with using resources to respond to risk are also taken into account.
The
Company
uses
its
Risk
Management
Methodology
(Enterprise
Risk
Management
Methodology)
which
follows the COSO Framework.
The
Internal
Control
System
of
the
Company,
includes
all
the
policies,
procedures,
tasks,
behaviors
and
other
elements
that
characterize
it,
which
are
implemented
by
the
Board
of
Directors,
the
Management
and its other employees and have as objectives:
• The consistent implementation of the business strategy with the effective use of available resources.
•
The
identification
and
management
of
essential
risks
associated
with
the
business
and
operation
of
the Company.
• The efficient operation of the internal audit unit.
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•
Ensuring
the
completeness
and
reliability
of
the
data
and
information
required
for
the
accurate
and
timely
determination
of
the
financial
situation
of
the
Company
and
the
preparation
of
reliable
financial
statements as well as the non-financial situation,
•
Compliance
with
the
regulatory
and
legislative
framework
as
well
as
the
internal
regulations
governing
the Company.
The
business
objectives,
the
internal
organization
and
the
environment
in
which
the
Company
operates
are
constantly
changing.
As
a
result,
the
risks
it
faces
are
changing.
Therefore,
an
adequate
and
effective
Internal
Control
System
(ICS)
requires
periodic
reassessment
of
the
nature
and
extent
of
the
risks
to
which
it
is
exposed.
In
any
case,
the
purpose
is
not
the
elimination
(which
is
impossible),
but
the
management of these risks in a framework desirable for the Company.
There are 5 key components of an Internal Control System (IAC):
• the control environment,
• risk assessment,
• the safety valves,
• information and communication,
•the monitoring.
The
control
environment
is
the
foundation
of
the
Internal
Control
System
(ICS)
applied
by
the
Company.
It
affects
the
way
business
strategies
and
goals
are
developed,
the
structure
of
corporate
processes
as
well
as
the
process
of
identification,
evaluation
and
overall
management
of
business
risks.
It
also
affects
the
design
and
operation
of
safety
valves,
information
&
communication
systems
as
well
as
the
monitoring mechanisms of the Internal Control System (ICS).
The
control
environment
is
essentially
the
sum
of
many
sub-elements
that
determine
the
overall
organization and management and operation of the Company.
The
adequacy
and
effectiveness
of
the
Company's
Internal
Control
System
(ICS)
is
based
on:
a)
the
nature
and
extent
of
the
risks
it
faces,
b)
the
extent
and
categories
of
risks
that
the
Board
of
Directors
deems
acceptable
to
undertake,
c)
the
probability
of
implementation
of
the
d)
the
Company's
ability
to
reduce
the
impact
of
the
risks
that
are
ultimately
implemented
and
e)
the
operating
costs
of
specific
safety valves, in relation to the benefit of risk management.
Risk
assessment
presupposes
the
definition
of
objective
objectives.
Based
on
these,
the
important
events
that
may
affect
them
should
be
identified,
the
relevant
risks
assessed
and
the
Company's
response
to
them decided.
Safety
valves
are
the
policies,
procedures,
techniques
and
mechanisms
that
are
put
in
place
to
ensure
that
the
decisions
of
the
Board
of
Directors
regarding
the
management
of
risks
that
threaten
the
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83
achievement
of
the
Company's
objectives
are
implemented.
They
concern
the
whole
Company
and
are
executed
by
the
executives
of
all
levels
(Board
of
Directors,
Management,
other
employees)
and
in
all
corporate operations.
Safety
valves
consist
of
many
categories
of
actions
that
vary
in
cost
and
degree
of
effectiveness,
depending
on
the
circumstances.
They
include
approvals,
authorizations,
confirmations,
operational
performance
reviews,
asset
security.
They
are
part
of
the
day-to-day
work
of
employees
and
are
integrated
into
corporate
policies
and
procedures,
which
should
be
reviewed
periodically
in
order
to
be
properly updated.
Each
applicable
safety
valve
should
be
associated
with
the
existence
of
relative
risk,
as
otherwise
its
operation
burdens
the
company
with
costs
(direct
or
indirect),
without
providing
benefits
in
terms
of
achieving
its
business
goals.
The
cost-benefit
ratio
is
taken
into
account
when
choosing
between
possible
alternative safety valves to cover a risk.
Information & Communication
An
element
of
the
Internal
Control
System
(ICS)
is
the
way
in
which
the
Company
ensures
the
recognition,
collection
and
communication
of
information,
at
such
a
time
and
in
a
way
that
allows
its
various
executives
to
perform
their
responsibilities.
This
flow
can
be
in
all
directions,
inside
(from
top
to
bottom, from bottom to top, horizontally) and outside the Company.
The
monitoring
of
the
Internal
Control
System
(IMS)
of
the
Company
lies
in
the
continuous
evaluation
of
the
existence
and
operation
of
the
components
of
the
internal
control
framework.
This
is
achieved
through
a
combination
of
ongoing
monitoring
activities
as
well
as
individual
evaluations.
The
identified
deficiencies
of
the
Internal
Control
System
should
be
reported
to
the
highest
levels
of
the
Company,
while the most important of them to the top management and the Board of Directors.
Periodic evaluation of the Internal Control System (ICS)
The
periodic
evaluation
of
the
Internal
Control
System
(ICS)
is
carried
out
in
particular
for
the
adequacy
and
effectiveness
of
financial
information,
on
a
separate
and
consolidated
basis,
as
risk
management
and
as
regulatory
compliance,
in
accordance
with
recognized
evaluation
and
internal
control
standards.
as
well
as
the
implementation
of
the
corporate
governance
provisions
of
the
current
legal
framework.
The
evaluation
of
the
Internal
Audit
System
is
performed
by
an
independent
person
who
has
proven
relevant
professional
experience,
according
to
the
best
international
practices
(indicative
of
the
International
Auditing
Standards,
the
International
Professional
Standards
Framework
for
Internal
Audit
and the Internal Audit of the COSO).
Regulatory Compliance System
The
main
mission
of
regulatory
compliance
is
the
establishment
and
implementation
of
appropriate
and
up-to-date
policies
and
procedures,
in
order
to
achieve
timely
and
full
compliance
of
the
Company
with
the
applicable
regulatory
framework
and
to
have
at
all
times
a
complete
picture
of
the
degree
of
achievement
of
the
purpose.
The
complexity
and
nature
of
the
Company's
activities,
including
the
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84
development
and
promotion
of
new
products
and
business
practices,
have
been
assessed
in
order
to
establish the relevant policies and procedures.
The
Internal
Audit
Unit
operates
in
accordance
with
articles
15
and
16
of
law
4706/2020,
the
Greek
Code
of
Corporate
Governance
voluntarily
adopted
by
the
Company
(
http://www.helex.gr/el/esed
)
and
the
provisions
of
the
Regulation
Operation
of
the
Company.
The
operation
of
the
Internal
Audit
Unit
is
described
in
detail
in
the
Rules
of
Operation
of
the
Internal
Audit
Unit
(Audit
Committee
Charter)
approved
by
the
Board
of
Directors
of
the
Company
and
posted
on
the
Company's
website
(
http://www.fourlis.gr
).
The responsibilities of the Internal Audit Unit include monitoring, control and evaluation:
•
the
application
of
the
Company's
Rules
of
Procedure,
in
particular
as
to
the
adequacy
and
correctness
of
the
financial
and
non-financial
information
provided,
risk
management,
regulatory
compliance
and
the corporate governance code adopted by the Company.
• quality assurance mechanisms,
• corporate governance mechanisms,
•
compliance
with
the
commitments
contained
in
newsletters
and
the
Company's
business
plans
regarding the use of funds raised from the regulated market.
The responsibility of the Internal Audit Unit includes the following:
•
providing
assurance
that
the
risk
recognition
and
management
procedures
applied
by
Management
are adequate;
• providing assurance on the effectiveness of the internal control system,
•
provision
of
assurance
regarding
the
quality
and
reliability
of
the
information
provided
by
the
Management to the Board of Directors regarding the internal control system.
The
Internal
Audit
Unit
is
distinctly
the
3rd
line
of
defense
of
the
Company
and
is
independent
of
the
other organizational units of the Company (IIA - The Three Lines Model).
The
head
of
the
Internal
Audit
Unit
is
appointed
by
the
Board
of
Directors
of
the
Company
following
a
proposal
of
the
Audit
Committee,
is
a
full-time
employee,
personally
and
functionally
independent
and
objective
in
the
performance
of
his
duties
and
has
the
appropriate
knowledge
and
relevant
professional
experience.
It
reports
administratively
to
the
Chief
Executive
Officer
and
operationally
to
the
Audit
Committee.
The
Head
of
the
Internal
Audit
Unit
submits
to
the
Audit
Committee
the
annual
audit
program
and
the
requirements
of
the
necessary
resources,
as
well
as
the
consequences
of
limiting
the
resources
or
the
audit
work
of
the
Internal
Audit
Unit
in
general.
The
annual
audit
program
is
prepared
based
on
the
assessment of the Company's risks after taking into account the opinion of the Audit Committee.
The head of the Internal Audit Unit attends the general meetings of the shareholders.
For
its
areas
of
responsibility,
the
Internal
Audit
Unit
prepares
reports
to
the
audited
units
with
any
Annual Financial Report for the period
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findings, the risks arising from them and suggestions for improvement if any.
These
reports
after
the
integration
of
the
relevant
views
by
the
audited
units,
the
agreed
actions
if
any
or
the
acceptance
of
the
risk
of
non-action
by
them,
the
limitations
on
the
scope
of
its
control
if
any,
the
final
internal
audit
proposals
and
its
results
response
of
the
audited
units
of
the
Company
to
its
proposals,
are
submitted
quarterly
to
the
Audit
Committee.
Also,
the
Internal
Audit
Unit
applies
periodic
follow-up
of
the
degree
of
implementation
of
the
agreed
actions
and
informs
the
Audit
Committee.
In
addition,
the
Internal
Audit
Unit
submits
reports
to
the
Audit
Committee
at
least
every
three
(3)
months,
including
its
most
important
issues
and
proposals
regarding
the
above
tasks,
which
the
Audit
Committee
presents
and
submits
with
its
comments
to
the
Audit
Committee.
Board
of
directors.
The
Internal
Audit
Unit
is
responsible
for
the
absolute
safeguarding
of
the
confidentiality
of
the
data
and
the
general
confidentiality.
The
Internal
Audit
Unit
cooperates
and
coordinates
its
work
with
other
organizational
units
of
the
Company
that
constitute
the
first
and
second
line
of
defense
and
have
similar
security
objectives
(eg
Regulatory
Compliance
Unit,
Financial
Planning
and
Control
Direction)
for
the
purpose
of
efficient
and
effective
coverage
of
all
areas
of
control
interest
(operational,
financial,
compliance),
without
overlapping with each other.
The
Internal
Audit
Unit,
at
the
request
of
the
Management,
may
provide
consulting
services
on
issues
such
as:
evaluation
of
procedures,
information
systems
so
that
they
are
in
accordance
with
the
Internal
Audit
systems.
The
undertaking
of
consulting
projects
is
approved
by
the
Audit
Committee
and
their
type and duration should not interfere with the objectivity and independence of the Internal Auditors.
In
case
the
subsidiaries
operate
separate
Internal
Audit
Units,
the
Internal
Audit
Unit
of
the
parent
company
ensures
the
uniform
development
and
implementation
of
internal
audit
in
the
Group
companies.
The
head
of
the
Internal
Audit
Unit
provides
in
writing
any
information
requested
by
the
Hellenic
Capital
Market
Commission,
cooperates
with
it
and
facilitates
in
every
possible
way
the
task
of
monitoring,
controlling and supervising by it.
Investors Relations & Corporate Announcements
The Investors Relations & Corporate Announcements takes care of:
•
direct,
accurate
and
equal
information
of
the
shareholders
as
well
as
their
support,
regarding
the
exercise
of
their
rights
based
on
the
current
legislation
and
the
Company's
Articles
of
Association,
•
distribution
of
dividends
and
free
shares,
the
issuance
of
new
shares
with
cash
payment,
the
exchange
of
shares,
the
period
of
exercise
of
the
relevant
pre-emptive
rights
or
the
changes
in
the initial time limits, such as the extension of the time of exercise of the rights,
•
providing
information
on
the
regular
or
extraordinary
general
assembly
meetings
and
the
decisions taken by them,
•
acquisition
of
treasury
shares
and
their
disposal
and
cancellation,
as
well
as
the
programs
of
Annual Financial Report for the period
1/1/2020 to 31/12/2020
86
distribution
of
shares
or
free
distribution
of
shares
to
members
of
the
Board
of
Directors
and
the employees of the Company,
•
exchange
of
data
and
information
with
the
Central
Securities
Depository
and
intermediaries,
in
the context of shareholder identification,
•
wider communication with shareholders,
•
informing
the
shareholders
in
compliance
with
the
provisions
of
the
law
for
the
provision
of
facilities and information by the Company,
•
monitoring
the
exercise
of
shareholder
rights,
in
particular
with
regard
to
shareholder
participation rates and the exercise of voting rights in general meetings,
•
monitoring
the
exercise
of
shareholder
rights,
in
particular
with
regard
to
shareholder
participation rates and the exercise of voting rights in General Assembly Meetings,
•
informing
the
shareholders
through
the
necessary
announcements
concerning
regulated
information (article 91 L.4548 / 2018) and corporate events (article 104 L.4548 / 2018),
•
compliance
with
the
obligations
set
out
in
Article
17
of
Regulation
(EU)
596/2014
regarding
the
disclosure of preferential information and other applicable provisions.
g)
If
the
company
deviates
from
the
Corporate
Governance
Code
that
applies,
the
Corporate
Governance
Statement
includes
a
description
of
that
deviation
with
reference
to
the
relevant
parts
of
the
Corporate
Governance
Code
and
provides
explanation
for
the
deviation.
If
the
company
does
not
comply
with
certain
provisions
of
the
Corporate
Governance
Code,
the
Corporate
Governance
Statement
includes
a
reference
to
the
provision
that
is
not
applied
and
explains the reasons for that deviation.
The
Company
complies
with
the
Hellenic
Corporate
Governance
Code
with
minor
deviations
that
are
presented and explained in the following table.
Greek Code of Corporate Governance
(first modification June 2013)
Explanation/ Justification of
deviations from special practices
of the Corporate Governance
Greek Code with the exceptions
for smaller listed companies
The
members
of
the
Board
of
Directors
should
be
elected
by
the
shareholders
with
a
maximum
term
of
four
(4)
years
(special
practice
5.1,
Nomination
of
candidate
members
of
the
Board of Directors).
An
amendment
to
the
Company's
Articles
of
Association
is
required,
which
is
a
decision
of
the
General
Meeting.
It
will
be
proposed
as
a
change
at
the
end
of
the
term
of
the
members
of
the
existing
Board
of
Directors.
The
evaluation
of
the
effectiveness
of
the
Board
of
Directors
and
its
committees
should
take
place
at
least
every
two
years
and
be
based
on
a
specific
procedure.
This
process
should
be
chaired
by
the
Chairman
and
its
results
should
be
discussed
by
the
Board
of
Directors,
while
following
the
evaluation,
the
Chairman
should
take
measures
to
address
the
identified
weaknesses.
The
Board
of
Directors
should
also
evaluate
the
performance
of
its
Chairman,
a
process
chaired
by
the
The
responsibilities
of
the
Board
of
Directors
are
also
the
evaluation
of
its
Committees.
To
evaluate
the
effectiveness
of
the
Board
of
Directors,
the
Company
has
decided
to
use
questionnaires
completed
by
the
members
of
the
Board
of
Directors,
which
are
prepared
by
the
Annual Financial Report for the period
1/1/2020 to 31/12/2020
87
Greek Code of Corporate Governance
(first modification June 2013)
Explanation/ Justification of
deviations from special practices
of the Corporate Governance
Greek Code with the exceptions
for smaller listed companies
Independent
Vice-Chairman
or
other
non-executive
member,
in
the
absence
of
an
Independent
Vice-Chairman
(special
practice
7.1, Board Evaluation).
Non-executive
members
should
meet
periodically,
without
the
presence
of
executives,
in
order
to
evaluate
the
performance
of
the
executive
members
and
to
determine
their
remuneration
(special practice 7.2, Evaluation of the Board of Directors).
Corporate
Secretary
and
presented
to
the
Board
of
Directors
usually
at
the
last meeting of each year.
To
evaluate
the
effectiveness
of
the
Audit
Committee,
the
Company
has
resorted
to
the
use
of
questionnaires
completed
by
the
members
of
the
Board
of
Directors
which
are
processed
by
the
Corporate
Secretary
and
presented
to
the
Board
of
Directors
usually
at
the
last
meeting
of each year.
The
special
practice
of
meetings
of
non-executive
members
without
the
presence
of
the
executive
for
2020
has not taken place.
If options are granted, they should not mature in less than
three (3) years from the date of grant (special practice 1.2,
Level and structure of fees).
The
new
options
program
will
provide
for
the
options
to
mature
over
a
period
of
more
than
three
(3)
years
from
The
contracts
of
the
executive
members
of
the
Board
of
Directors
should
provide
that
the
Board
of
Directors
may
demand
the
return
of
all
or
part
of
the
bonus,
which
has
been
awarded
due
to
revised
financial
statements
of
previous
years
or
generally
based
on
incorrect
financial
data,
used
for
its
calculation.
bonus
(special
practice
1.3,
Level
and
structure
of
remuneration).
The
existing
contracts
of
the
Company do not include this term.
The
Hellenic
Corporate
Governance
Code
is
posted
on
the
website
of
the
Hellenic
Corporate
Governance
Council, at the address:
http://www.helex.gr/el/esed
.
16.1
Detailed
biographical
notes
of
members
of
the
Board
of
Directors
and
senior
executives
Vassilis Fourlis, Chairman of the Board, Executive Member
Personal information:
Nationality:
Greek
Year of birth:
1960
Current positions:
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1/1/2020 to 31/12/2020
88
Chairman
of
the
Board
of
Directors
of
FOURLIS
HOLDINGS
SA,
Vice
Chairman
of
the
Board
of
HOUSEMARKET S.A. (IKEA) and member of the Board of Directors of INTERSPORT SA.
Vice
Chairman
of
the
Board
of
IMITHEA
SA
(Henry
Dunant
Hospital
Center)
and
member
of
the
Boards
of
Directors
of
the
Hellenic
Foundation
for
European
&
Foreign
Policy
(ELIAMEP)
and
the
Hellenic
Society
of Environment and Culture.
Previous Professional Experience:
He has been a member of the Boards of Directors of the Association of Enterprises and Industries
(SEV), of the Hellenic Corporate Governance Council (ESED) of the company SA. TITAN Cement, OTE
SA, Piraeus Bank, Vivartia A.E. as well as National Insurance.
In
2004
he
was
awarded
the
"Kouros
Entrepreneurship"
award
by
the
President
of
the
Hellenic
Republic.
Academic Qualifications:
Master of Science in Management (International Business), Boston University/ Brussels,
graduation
year
1989
Master of City Planning (Economic Development and Regional Planning), University of California
/Berkeley,
graduation year
1985
Bachelor of Arts (Honors in Economics and Urban Studies), College of Wooster,
graduation year
1983
Vice Chairman, Executive Member
Personal Data:
Nationality:
Greek
Year of birth
1966
Current Positions :
Executive Vice President of the Board of Directors of Fourlis Holdings,
President of Board of Directors of Intersport Athletics SA,
President of Board of Directors of HOUSE MARKET (IKEA)
member of Board of Directors HOUSE MARKET BULGARIA EAD
Academic Qualifications
Degree in General Business BA Deree College
Previous Professional Experience :
1989 – 2000 Marketing Department Wholesale of FOURLIS BROS SA
Annual Financial Report for the period
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Eftichios
Vassilakis
,
Independent
Vice
Chairman
of
the
Board
of
Directors,
Independent
Non-Executive
Member
of
the
Board
of
Directors,
Member
of
the
Nominations
and
Remuneration Committee
Born
in
1967.
He
holds
a
BA
in
Economics
from
Yale
University
and
an
MBA
from
Columbia
Business
School
of
New
York.
From
1991
to
1996
he
worked
as
Leasing
Manager
at
Autohellas
S.A.
-
HERTZ
and
from
1992
to
1999
as
General
Manager
of
Vitacar
S.A.
-
OPEL.
He
is
a
member
of
the
Board
of
Directors
of
Technocar
S.A.
-
SEAT
and
Chairman
of
the
Board
of
AEGEAN
AIRLINES
SA
(AEGEAN
AIRLINES).
He
is
Vice
President
of
the
Board.
and
CEO
of
Autohellas
S.A.
and
Independent
Vice
President
of
HOUSEMARKET
A.E.
(IKEA).
Since
1994
he
is
a
member
of
the
General
Council
of
the
Association
of
Greek Industrialists.
Lida
Fourlis,
Executive
Board
Member,
Director
of
Social
Responsibility
and
Sustainable
Development
Personal information:
Nationality:
Ελληνική
Year of birth:
1965
Current positions:
Advisor-Executive member of the Board of FOURLIS A.E. HOLDINGS (since 2008)
Vice Chairman of the Board of INTERSPORT ATHLETICS S.A. (since 2005)
Chairman of the Board of TRADE STATUS SA (DP… am stores) (since 2006)
FOURLIS Group Social Responsibility Director (since 2008)
Previous Professional Experience:
1989- 1997: FOURLI BROS SA- Marketing Department
As
an
executive
of
the
Marketing
Department,
I
actively
contributed
to
the
development
of
the
marketing
campaigns that concerned all the home appliance brands that the company represented at that time.
1998-2008: Director of FOURLIS Human Resources Group
When
the
company
FOURLIS
BROS
was
transformed
into
FOURLIS
S.A.
,
I
created
the
Group
Human
Resources
Department
(upgrading
the
existing
Personnel
Department)
and
introduced
in
the
procedures
and
policies
modernized
Human
Resources
management
tools
such
as
Performance
Appraisals,
Job
Descriptions, Job Descriptions, etc.
2008-present: Director of Social Responsibility of FOURLIS Group
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1/1/2020 to 31/12/2020
90
I
created
the
Social
Responsibility
Department
of
the
FOURLIS
Group
in
order
to
develop
those
tools
with
which
the
Group
will
be
able
to
have
a
positive
impact
on
local
communities,
its
people
and
the
environment and help create the conditions for a sustainable future for all.
Academic Qualifications:
BA - Honours in Economics, American College of Greece - Deree College
MBA – Amos Tuck School- Darmouth College U.S.A.
Ioannis
Kostopoulos,
Independent
non
Executive
Member
of
the
Board
of
Directors,
Audit
Committee Chairman
Personal Data:
Citizenship:
British
Year
of birth:
1956
Residing in UK and Greece
Current positions:
Non-Exec. Board Member
of
Frigoglass S
.A. (
since 2015
)
Non-Exec.
Board
Member
of
Fourlis
S.A.
(
since
2007)
and
subsidiary
company
Housemarket
SA
(since
2016). Audit Committee Chair for both entities.
Supervisory Board Member of Austriacard AG. (since 2016)
Non-Exec. Board Member of DMEP Ltd, London (since 2020)
Founder and Managing Director of CCML Consulting Ltd (
UK) (since 2018)
Senior
advisor
to
PwC’s
Advisory
Services
in
strategy
development
and
performance
enhancement
projects (
since 2018)
Previous Professional Experience:
2015-2020 SETE S.A. Geneva and SETE (London) Ltd. Senior Advisor. Geneva and London.
Based
in
Geneva,
Zurich
and
subsequently
in
London
worked
as
Senior
Advisor
and
business
consultant
for
a
large
Family
Office.
Most
of
the
work
was
in
the
areas
of
sector
and
company
strategic
and
investment reviews, business development projects and operational enhancement reviews.
2007-2015 Hellenic Petroleum S.A. Group CEO. Athens.
From
2007
to
2015
as
Group
CEO
led
a
major
transformation
and
performance-enhancement
programme
that
doubled
the
Group’s
EBITDA
generation
capacity
and
strengthened
the
organisation’s
capabilities
while
upgrading
and
modernising
the
productive
assets
and
focusing
more
on
sustainability.
2004-2007 Hellenic Petroleum S.A. Executive Member of the Board. Athens.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
91
Responsible
for
the
International
and
Domestic
Retail
Operations,
as
well
as
Corporate
Strategy
&
Business
Development.
Initiated
the
development
of
a
new
corporate
strategy
to
strengthen
the
competitiveness
of
the
Group’s
core
activities,
broaden
its
regional
footprint
and
transform
it
from
a
local oil refining player into a regional and broader-based energy Group.
2001-2003 Petrola S.A. CEO. Athens.
As
CEO,
drove
a
restructuring
and
cost-cutting
programme,
enhancing
overall
competitiveness
and
helped
built
market
share
in
the
domestic
market.
Subsequently,
went
on
to
develop
a
new
regional
growth
strategy
that
led
to
the
merger
with
Hellenic
Petroleum
S.A.
and
creating
a
group
with
the
necessary scale to compete in the regional Southeast Europe and East Med. markets.
1997-2000 Johnson & Johnson. Athens and Zug. Regional Director, CEE Region.
As
Regional
Director,
led
the
J&J
Consumer
businesses
across
the
CEE
region
that
included
ten
operating
subsidiaries,
during
a
difficult
economic
period.
Achieved
a
successful
turnaround
and
ensured
that
the
businesses
gradually
returned
to
profitability
and
positive
cashflow
generation,
while
ensuring
a
sustainable future growth path.
1992-1997 Diageo Plc - METAXA. Athens and London. Managing Director
As
Managing
Director
of
DIAGEO’s
operations
in
Greece
following
the
acquisition
of
the
domestic
distillery
METAXA,
was
responsible
for
transforming
and
integrating
a
family-owned
business
into
the
global
spirits
Group.
The
business
was
completely
and
successfully
transformed
and
delivered
substantial
market share gains and continuous profit growth over the 6-year period.
In
addition
to
the
MD’s
role,
served
also
as
the
European
region
Programme
Leader
for
two
major
Diageo
Group initiatives.
1986-1991 Booz Allen & Hamilton. Principal. London.
As
a
Principal
in
the
London
office
of
this
leading
management
consulting
firm,
initiated,
led
and
successfully
delivered
numerous
strategy
and
organisational
development
assignments
for
major
clients
in
the
financial
services
and
the
consumer
goods
sectors.
Many
projects
led
to
repeat
work
and
multi-
million assignments for clients in Europe and the Middle East.
1982-1986 Chase Manhattan Bank. VP. New York and London.
Served
as
an
Assistant
Treasurer
in
the
Corporate
Division
in
New
York
for
two
years
and
as
Vice
President
in
Corporate
Finance
in
London
doing
advisory
work
in
risk
management
and
project
finance
for European clients.
1980-1982 Procter & Gamble. Brand manager. Geneva.
As
a
Geneva-based
Brand
Manager
in
the
Exports
&
Special
Operations
Division,
was
responsible
for
marketing
a
broad
portfolio
of
P&G
brands
in
the
Arab
Gulf
markets
and
managing
the
local
distributors’
relationships.
Memberships in Industry Associations:
2008 to 2015 Member of the Board of SEV, the Hellenic Federation of Enterprises.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
92
2011 to 2015 Vice Chairman of SEV’s Sustainability Council.
2005
to
2009
Member
of
the
Board
of
IOBE,
the
Institute
of
Economic
Research
of
the
Hellenic
Federation of Enterprises.
Education:
BSc Honours in Economics - University of Southampton UK
MBA - University of Chicago USA
David W. Watson, Independent non Executive Member of the Board of Directors, Member
of Audit Committee
Personal Data:
Citizenship:
U.S. and Greek (European Union)
Year of birth:
1947
Residences:
Casco, Maine, US and Athens, Greece
Current positions:
Currently serving as Non-Executive Director on two Boards:
easyGroup Holdings (since 2008), Monaco
- easyGroup is the holding company for Sir Stelios Hadji-
Ioannou's business interests in various easy-branded businesses. In addition to serving on the board I
also serve as a protector for his Trust Company and as a member of the Stelios Philanthropic
Foundation
Fourlis
SA
(since
2016),
Athens,
listed
company
on
the
ASE
-
Fourlis
is
a
major
retailing
firm
in
Greece
and
southeastern
Europe.
It
operates
the
IKEA
franchise
for
Greece,
Bulgaria
and
Cyprus.
In
addition
to
my
role
as
a
non-Executive
Director
I
am
also
a
member
of
the
audit
committee
of
the
parent
company
and an audit committee member of its subsidiary company, Housemarket SA.
Previous Professional Experience:
-
April 2002 to December 2005
Business Manager at Eurobank
Responsible for Subsidiary Banks in SE Europe, Athens, Greece
-
June, 1998 to September, 2001
Managing Director of Piraeus Bank, Athens, Greece
Completed the operational merger of three banks.
-
January, 1997 to May, 1998
Country Corporate Officer for Citibank Egypt, Cairo, Egypt
-
September, 1990 to December, 1996
CEO of Xiosbank, Athens, Greece
Xiosbank was a start up venture opening for business in 1990 during market deregulation.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
93
-
January, 1990 to August, 1990
Deputy Division Risk Manager
Citibank – Middle East and Southern Europe, London, UK
-
April, 1987 to December, 1989
Institutional Bank Business Manager for Citibank Greece, Athens, Greece
-
June, 1985 to March, 1987
Regional Manager of Business Risk Review
Citibank – South East Asia, Manila, Philippines
-
July, 1974 to May, 1985
Citibank Greece
Various Assignments - Corporate Banking
Academic Qualifications:
Northeastern University
Boston, Massachusetts
MBA
Elective emphasis on advanced accounting.
Miami University
Oxford, Ohio
BA
Seminars in Banking, Management and Business Strategy.
Ioannis Brebos, Non-Executive Member of the Board of Directors
He
was
born
in
1940
in
Fyli,
Attica,
has
Greek
citizenship
and
holds
a
Diploma
in
Electrical
Engineering
from
the
Technical
University
of
Hannover,
Germany.
He
worked
at
SIEMENS
in
Germany
(1966-1967)
and
served
as
a
Reserve
Transmission
Officer.
In
Drapetsonas
Fertilizers
(1969-1972)
he
worked
as
a
Mechanical
Engineer
of
new
works
and
constructions.
From
1972
to
1987
he
worked
in
the
company
PITSOS
SA
starting
as
an
Engineer
-
Investments
and
New
projects,
and
then
as
Production
Manager,
Service
Manager
and
finally
as
Marketing
Manager
of
BLAUPUNKT.
In
the
company
ROBERT
BOSCH
SA
(1987-1995)
he
worked
as
Commercial
Director
while
at
the
same
time
he
was
a
Member
of
the
Board.
He
was
also
a
Member
of
the
Board.
of
the
company
EUROSERVICE
A.E.
from
1993
to
June
2002.
From
1995
to
2002
he
served
as
Managing
Director
and
Deputy
Chairman
of
the
company
BSP
SA.
From
August
2002
to
December
2005
he
performed
the
duties
of
Managing
Director
of
the
company
P.
KOTSOVOLOS
SA.
He
has
been
participating
since
2002
as
a
non-executive
member
of
FOURLIS
HOLDINGS SA and until 2019 he was also a member of the Audit Committee.
Annual Financial Report for the period
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94
Pavlos
Tryposkiadis
of
Konstantinos
Independent
Non-Executive
Member
of
the
Board
of
Directors, Member of the Nominations and Remuneration Committee
He
began
his
professional
career
at
Coopers
&
Lybrand
(1986-1987)
in
Chicago
as
a
Business
Consultant.
He
returned
to
Greece
at
the
end
of
1987
where
he
worked
at
Citibank
N.A.
(1987-1991)
as
Resident
Vice
President.
Then
he
was
a
senior
executive
in
industrial
companies:
VIVECHROM
SA
(1990-2002)
initially
as
General
Manager
and
then
as
CEO.
PETZETAKIS
SA
(2002-2003)
CEO.
INFORM
P.
LYKOS
SA
(2003-2011)
Executive
Vice
President
and
Deputy
Chief
Executive
Officer.
He
then
found
himself
in
the
field
of
private
health,
being
the
Managing
Director
of
the
Euroclinic
of
Athens
and
the
Euroclinic
of
Children and a member of the Board of Directors of the Association of Greek Clinics.
He studied Business Administration at the Athens University of Economics and Business and
holds an MBA from the Kellogg School of Management at Northwestern University.
He has been participating since 2013 as an independent non-executive member of FOURLIS
HOLDINGS SA and since 2017 he is also a member of the Nominations and Remuneration Committee.
He
was
born
in
Athens
in
1958
and
has
Greek
citizenship.
He
is
married
and
the
father
of
three
children.
Stelios Stefanou of Markos, Independent Member of the Audit Committee
Personal Data:
Nationality:
Greek and Cypriot
Year of birth:
1962
Current positions:
2005 - to date
Entrepreneur
-
MBO
of
METAXA
plant.
Exclusive
producer
of
the
METAXA
brands,
Skinos
Mastiha,
Green
Cola
soft
drinks,
3
Cents
soft
drinks
and
other
smaller
brands.
Haagen-Dazs Master Franchisee in Cyprus and Haagen-Dazs Franchisee in Greece.
2007 - to date
Independent BoD Member and Audit Committee Chair of Elgeka SA
2016
-
to
date
Independent
BoD
Member,
Audit
Committee
and
Remuneration
Committee
Chair
of
CNP
Zois SA.
2020
-
to
date
Independent
BoD
Member,
Audit
Committee
and
Remuneration
Committees
Chair
of
CNP
Ασφαλιστική
& CNP Cyprialife, in Cyprus.
2020
-
to
date
Audit
Committee
Member
of
Fourlis
Holdings
SA
and
subsidiary
company
Housemarket
SA.
Previous Professional Experience:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
95
1985 – 1990
KPMG London Office - Last position, Senior Audit Supervisor
1990 - 1992
METAXA - Financial Planning & Analysis Manager
1992 - 1997
METAXA - Chief Financial Officer
1997 - 1999
METAXA - Managing Director and Head of UDV European Operations
1999 - 2005
METAXA - Managing Director and participation in JV with BOLS BV
2001 - 2004
Independent BoD Member of Hellenic Bank Unit Trust
Education:
1982 - 1985
THE LONDON SCHOOL OF ECONOMICS
Bsc in Econ Honours (Accounting & Finance)
1985 - 1990
KPMG PEAT MARWICK - London Office
FCA - Member of the Institute of Chartered Accountants in England and Wales
Apostolos Petalas, Chief Executive Officer, Executive Member of the Board of Directors
Personal Data:
Nationality:
Greek
Year of birth:
1960
Professional Experience:
2007-Until today
Fourlis Group
➢
IKEA Franchisee in Greece, Bulgaria, Cyprus
➢
Intersport Franchisee in Greece, Romania, Bulgaria and Turkey (140 stores)
➢
Distributor
of
Samsung,
General
Electric,
Liebherr
&
Körting
companies
in
Greece and Romania until 2011
➢
Main
tasks
include
Strategic
Directions,
Development
of
New
Activities,
Organizational
Planning
&
Development,
Communication
with
Investors,
Development
of
relationships
with
business
partners
and
key
shareholders,
Setting goals & performance
➢
Report to the Board of Directors of the Group
1999 - 2006
PBG (Pepsi Bottling Group), Greece
➢
Responsible
for
Greece
(Production,
Sales,
Marketing
&
Distribution)
and
the
Operation of PepsiCo Franchise Operations in Cyprus and the Balkans
Annual Financial Report for the period
1/1/2020 to 31/12/2020
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➢
Complete
portfolio
of
Carbonated
Soft
Drinks,
Mineral
Water
(Natural
&
Carbonated), Natural Juices, Iced Tea and Isotonic Drinks
➢
Revenue
€
130
million,
3
Production
Factories,
200
Distributors,
700
Employees,
Distribution Channels (Retail, On the Go, Wholesale, Exports)
➢
Reference to European and Global Central Administration
1996 - 1998
PEPSICO Greece
Reference
to
the
General
Directorate
of
Greece
and
the
central
Financial
Administration
1990 – 1995
PEPSICO Greece
Report to the Chief Financial Officer
1985 – 1990
Colgate–Palmolive Greece
Cash and Costing Manager
Report to the Chief Financial Officer
Academic Qualifications:
1992-1993
PepsiCo Executives Strategic Development Program (international)
1978-1982
University of Piraeus, Department of Business Administration
Other Information:
Independent Member of the Board and a member of its Audit Committee
AS Company SA, Member of many Associations in Greece, indicative: SEVT,
SELPE, SEV EASE, Hellenic American Chamber etc.
Ioannis Zakopoulos, Company Secretary
Personal Data:
Nationality:
Ελληνική
Year of birth
1958
Professional activity:
1/1986 - today
Law - Legal Advisor of companies, with specialization in commercial law
Other activities:
Annual Financial Report for the period
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6/2020 – today
Member of the Board of Directors of "FLEXUS INVESTMENT S.A. "
6/2012 - today
Member
of
the
Board
of
Directors
of
the
company
"RENTIS
REAL
ESTATE
INVESTMENTS SA"
2/2011 – today
Company Secretary of "FOURLIS HOLDINGS SA"
Academic Qualifications
1982 - 1983
DESS Banque et Finances,
Universit
é
Paris
I
Panth
é
on
-
Sorbonne
(Master's degree in Banking Law)
•
Diploma
thesis
on
"Le
controle
des
changes
relatif
aux
importations
et
aux
exportations"
(The
exchange
control
related
to
imports
and
exports")
•
Internship at the National Bank of Greece (France)
1981 - 1982
DEA
Droit
des
Affaires
et
Droit
Economique,
Université
Paris
I
Panthéon
-
Sorbonne (Master Degree in Business Law and Financial Law)
1976 - 1981
Degree in Law, Law School of the University of Athens
1970 - 1976
Varvakeios Model School
Military service
:
1983 - 1985
Air Force
Foreign Languages:
English, French
George Alevizos, Chief Financial Officer (Treasury, IR and Risk Management)
Personal Data
Nationality:
Ελληνική
Year of birth
1967
Current positions:
03/2000 - Today
Chief Financial Officer (Treasury, IR and Risk Management)
Key responsibilities:
Financing & Capital Purchase (Capital Markets)
Negotiation,
documentation
and
structure
of
bond
loans,
syndicated
loans,
long-term
loans,
cross-border
loans,
leases
and
special
purpose
financing
(project
financing).
Guarantees
and
letters
of
support.
Relations
with
regulatory
and
supervisory
authorities
(including
the
Hellenic
Capital
Market
Commission
and the Athens Stock Exchange) and ensuring compliance with applicable law.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
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«Buy-side» and «sell-side» transactions (In Greece and abroad)
Cash pooling, Relations with cooperating banks
Currency
and
interest
rate
risk,
derivatives,
counterparty
risk,
operating
risk
management
and
hedging
techniques
.
Organization
of
presentations
and
events
with
investors,
corporate
communication,
press
releases,
announcements, company website.
Property
insurance
against
all
risks,
Liability,
transnational
coverage,
Executive
Insurance
(Directors
&
Officers liability).
Previous professional experience:
XIOSBANK A.E. (Banking Sector)
04/1995 - 02/2000
Treasury Dealer (Negotiator Money Market and FX)
Negotiator
M
oney
market
(Bonds,
interest
rate
swaps)
and
foreign
exchange
trader
(Spot,
Forwards,
SWAPS, Options). Certification of type "A" trader of the Derivatives Exchange.
GIZA BROS SA (Wholesale)
08/1994 - 04/1995
Credit Control Manager
Claims
management
in
a
family
business
distributing
fast-moving
consumer
goods,
snacks
and
food
products.
Boards:
RENTIS Real Estate Investments SA - CEO and member of the Board
Trade Status A.E. (DPAM) - Chief Financial Officer and Member of the Board
HM Housemarket Cyprus Ltd (IKEA Cyprus) - Member of the Board
Intersport Athletics Cyprus Ltd - Member of the Board
Genco Trade SrL (Intersport Romania) – Administrator
Genco Bulgaria EOOD (Intersport Bulgaria) - Administrator
WYLDES Ltd –Director
VYNER Ltd - Director
South Sofia Ring Mall EAD - Director
Academic Qualifications
Annual Financial Report for the period
1/1/2020 to 31/12/2020
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ALBA Graduate Business School, Athens, Greece
09/1993 - 09/1994
Master of Business Administration
University of Patras, Department of Mathematics
09/1985 -10/1990
Degree in Statistics, Probability and Business Research
2nd Lyceum of Kalamata,
1985 Graduation with honors (18 & 5/10)
Professional Certifications:
Advanced Real Estate (Euromoney)
Real Estate Finance (Euromoney)
Valuation Skills Workshop (KPMG)
Derivatives Exchange (ADEX Dealer / Class A Certification)
The Euro – Opportunities and Practical Issues (Euromoney)
Practical Risk Management with Derivatives (Euromoney)
Financial Market Mathematics (Euromoney)
ACI Diploma, Forex Education Ltd. (D. C. Gardner Training)
F. X. Options, (Forex Club - Greece)
M. M. Basics, (Forex Club - Greece)
Manolis Vidoris, IT Director
Personal Data
Nationality:
Greek
Year of birth:
1963
Current positions:
2012
–
today:
I
work
at
FOURLIS
HOLDINGS
SA.
I
am
responsible
for
the
strategic
planning
and
development
of
the
Information
and
telecommunication
systems
and
infrastructures
of
the
Group.
I
participate
in
the
Group
Management
Boards
in
regular
meetings
in
order
to
coordinate
all
parties
for
the
optimal
operation
and
development
of
activities.
On
a
case-by-case
basis,
I
participate
in
or
monitor
all of the Group's projects related to IT and telecommunications.
2004
-
2012:
I
worked
at
HOUSEMARKET
SA,
a
subsidiary
of
FOURLIS
HOLDINGS
SA,
which
is
the
representative
of
the
IKEA
store
chain
for
Greece,
Bulgaria
and
Cyprus.
I
had
the
title
of
IT
Operations
Manager
and
the
responsibility
of
the
efficient
operation
of
the
IT
department
of
the
central
services
and
the
local
IT
departments
of
the
Branches.
•
The
smooth
operation
of
the
front-office
systems
Microsoft
Dynamics
Nav,
LS
Retail
and
Microsoft
CRM.
•
I
actively
participated
in
the
design
and
installation
/
configuration
of
the
logistics
infrastructure
for
the
opening
of
all
the
Company's
Branches
Annual Financial Report for the period
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and
its
subsidiaries
in
Greece,
Cyprus
and
Bulgaria.
•
I
participated
in
the
project
of
transition
of
the
Back-office
system
of
Housemarket
to
SAP
ERP.
•
I
participated
in
projects
to
upgrade
logistics
infrastructure and applications at the company's facilities.
Previous Professional Experience:
2003
–
2014:
Inchcape
Group
in
Greece
(Group
Applications
Development
and
Systems
Administration
Manager)
1999 – 2003: TOYOTA Hellas SA (IT Director)
1993- 1999: I.M.S. Informatics SA (Project Leader)
1988 - 1993: M.I.S. Ltd. (Analyst - Developer)
1987 - 1988: TOYOTA Hellas SA (Analyst - Developer)
1986 - 1988: ELSA SA (Programmer)
1985 - 1987: General Staff of Aviation (Computer Programmer)
Academic Qualifications
1981: Graduate of the Leontiou Lyceum of Patission
1985: Graduate of the Private Institute of Informatics. Specialty Analyst - Computer Programmer
Professional Certifications:
Microsoft (Microsoft Summit, Developers days, TechEd days
Online IBM OS/400 04/1994
Basis
ΕΠΕ
CASE Tool SYNON 2 for IBM AS/400. 10/1994
Ε.Ε.Δ.
Ε
. Project management. 05/1995
Infoquest
ΑΕΒΕ
Time Management. 04/1997
I.M.S
Α
.
Ε
. INFORMIX Data Base, INFORMIX SQL 03/2000
Inchcape TOYOTA Retail Conference (Birmingham –
Αγγλία
) 04/2000
HP/Oracle E-services / E-business Executive Seminar 04/2001
Inspirandum PRINCE Project Management Methodology 10/2001
Ε
.
Ε
.
Δ
.
Ε
. E-business Technology Seminar 02/2002
ALBA Project Management 07/2003
TMME TOYOTA Paneuropean IT Conference
Maria Theodoulidou, Group Finance Director (Controlling & Planning)
Personal Data
Nationality:
Greek
Year of birth
1968
Current positions:
2000 – today FOURLIS Group
Financial Director of Planning and Control (2009 – today) & member of the Executive Committee
Annual Financial Report for the period
1/1/2020 to 31/12/2020
101
FOURLIS Group Internal Audit Manager (2000-2008)
Areas
of
professional
experience
:
Financial
Management
and
Financial
Information,
Controlling
and
Internal
Control
Systems,
Taxation,
Corporate
Governance,
Internal
Audit,
Risk
Management,
Risk
Compliance and Compliance Functions.
Previous Professional Experience:
1995 – 2000
KPMG
Director of the Consulting Department (1999 - 2000), Chief Executive Officer (1997 - 1998),
Senior Advisor (1995 - 1996)
1993 - 1994
01 PLIROFORIKI
Project Manager
Academic Qualifications
University of Manchester, UK, M.Sc. in Operations Management
Technical
University
of
Crete,
Greece,
Certified
Production
and
Management
Engineer
(2nd
in
a
row
in
admission)
19th General High School of Thessaloniki
Professional Certifications:
Certified Information Systems Auditor (CISA)
Certification in Control Self- Assessment /CCSA
Certification in Internal Audit /CIA
Certification in Environmental Audit
Certification as an ISO 9000 Internal Auditor
Memberships:
Member of BOD of INTERSPORT ATHLETICS SA
Member of BOD of HOUSEMARKET (CYPRUS) LTD
Member of BOD of TRADE ESTATES CYPRUS LTD
Member of BOD of H.M. ESTATES CYPRUS LTD
Independent Member of the Audit Committee of the Hellenic Electricity Distribution Network
Corporate Governance Committee of the Hellenic American Chamber of Commerce
BSE Corporate Governance Committee
BSE Tax Group Committee
Non-Executive Director’s Club in Greece
Public Register of Internal Auditors of Greece
Technical Chamber of Greece
Panhellenic Association of Production and Management Engineers
Act-tlo Youth Professional Solidarity Initiative
Annual Financial Report for the period
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Natasha Spirou, Group HR Director
Natasha
Spirou
has
been
with
FOURLIS
Group,
since
2008,
holding
the
position
of
Group
HR
Director,
responsible
for all countries the Group is operating.
Through
her
professional
working
experience
she
acquired
a
vast
experience,
in
various
market
sectors,
in
the
field Human Resources.
She
started
her
career
in
Human
Resources
in
1986,
as
Learning
&
Development
Manager
at
Pirelli
Hellas
SA
and
then she joined ΑΒ Vassilopoulos – Group Delhaize Le Lion, holding the same role.
She
took
over
the
role
of
HR
Director
at
STET
Hellas
SA
and
then
took
over
the
Group
HR
Director
position
at
M.J.MAILLIS Group, with the aim to formulate the HR strategy, in all countries the Group operated.
As
of
2002
till
2008,
she
joined
Tellas
SA,
a
startup
company,
consortium
of
PPC
and
WIND
Italia,
in
the
telecommunication market (fixed telephony and internet).
Throughout
her
professional
career
her
motives
have
been
the
management
of
new
challenges
as
well
as
the
accomplishment of measurable results, through people.
She
is
a
graduate
of
Italian
Literature
&
Philosophy
(Aristoteleion
University
of
Thessaloniki,
1980
–
1984),
while
she has done studies on Marketing (1980 – 1982).
Angeliki Bogdanou, Director of Internal Audit
Personal Data
Nationality:
Greek
Year of birth
1977
Current positions:
2
0
18
- today
: GROUP Internal Audit Manager, FOURLIS HOLDINGS SA
Preparation and execution of the Internal Audit Plan based on the risk assessment
Checking the effectiveness of safety valves and writing reports
Improvement proposals and action agreement with business leaders
Report to the Audit Committee
Previous Professional Experience:
Apr 2016 - Dec 2017: SOX & Compliance Manager, Travelport - London, UK
Management
of
compliance
issues
with
the
requirements
of
Sarbanes
Oxley
(SOX)
legislation
concerning
the design, recording, control, corrective actions of internal safety valves
Jan 2016 - Mar 2016: Internal Audit Manager (IT), Global Fashion Group (GFG) - London, UK
Information
systems
internal
control
management
and
participation
in
operational
audits
based
on
the
annual audit program
Management support in matters of design and recording of general information security systems
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Audit Data Analytics Design
May 2013 - Dec 2015: Internal Control Manager, OTE Group - Maroussi, Greece
Management support for the design and implementation of the internal control system
Recording and controlling the effectiveness of internal safety valves
Sep 2003 - Apr 2013: Risk Assurance Manager, PwC - Chalandri, Greece
Management of consulting and auditing projects related to: evaluation of internal safety valves, risk
assessment, bribery, regulatory compliance, evaluation of information systems and procedures, data
analysis, implementation of systems
Academic Qualifications
2001 – 2002: University of Stirling, UK - MSc in Information Systems Management
2000 – 2001: Lancaster University, UK - MSc in Finance
1996 – 2000: University of Piraeus, Greece - Degree in Economics
Annual Financial Report for the period
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Activities
Report
of
the
Audit
Committee
of
FOURLIS
SA
HOLDINGS
for
the
year
2020
(1/1-
31/12/2020)
To the annual General Meeting of Shareholders of the year 2021
Ladies and Gentlemen Shareholders,
This
report
of
the
activities
of
the
Audit
Committee
concerns
the
period
of
twelve
months
of
the
closing
year
(1/1-31/12/2020).
The
report
was
prepared
and
is
harmonized
with
the
provisions
of
law
4449/2017
as
amended
by
article
75
of
law
4706/20120
and
aims
to
inform
you
about
the
activities
of
the
Audit
Committee
based on its responsibilities.
In more details:
During
the
year
2020,
the
Audit
Committee
held
eight
(8)
meetings.
Depending
on
the
topics
of
the
meetings,
the
heads
of
the
departments
responsible
for
Financial
Information,
Internal
Audit,
Sustainable
Development
as
well
as
the
certified
auditors
were
invited
to
participate.
The
relevant
information
material
(internal
audit
reports,
administrative
reports,
certified
auditors'
reports
and
presentations,
financial
and
non-financial
information,
etc.)
was
distributed
in
time
to
the
members
of
the
Committee
for
study
in
order
to
express
an
opinion.
Minutes
were
kept
for
the
meetings
of
the
Audit
Committee
in
which
the
issues
discussed were written down and approved by the present Members and notified to the Board.
The
Audit
Committee
is
composed
of
three
members
and
consists
of
two
independent
non-executive
members
of
the
Board
of
Directors
and
an
independent
member
elected
by
the
General
Assembly
of
12/6/2020 who has sufficient knowledge in auditing and accounting. The members of the Audit Committee
as a whole, have proven sufficient knowledge in the field in which the company operates.
The
Audit
Committee
has
conducted
a
self-evaluation
of
its
effectiveness
and
the
results
were
discussed
at
the
Board
of
Directors.
The
external
evaluation
of
the
Audit
Committee
will
be
carried
out
during
the
evaluation
of
the
Internal
Audit
System
based
on
article
14
par.
I
of
law
4706/2020.
In
exercising
its
responsibilities,
the
Audit
Committee
had
unhindered
and
full
access
to
all
the
necessary
information
and
was provided with the necessary resources and infrastructure for its efficient operation.
In addition, during the fiscal year 2020:
1.
Regarding the
supervision of the regular audit
, the Audit Committee:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
105
▪
Provided
its
consent
for
the
proposal
of
the
Board
of
Directors
to
the
General
Meeting
of
Shareholders
for
the
re-appointment
of
the
auditing
company
EY
for
the
mandatory
audit
of
the
Company and the consolidated financial statements for the year 2020.
▪
Met
three
(3)
times
with
the
auditor
of
FOURLIS
HOLDINGS
SA,
two
before
the
publication
of
its
financial
statements,
interim
and
annual,
and
one
for
information
purposes
on
the
schedule
and planned audit procedures of year end 2020.
▪
Examined
the
audit
program
and
the
audit
approach
of
the
mandatory
audit
of
EY
for
the
year
2020.
▪
Upon
completion
of
the
annual
statutory
audit
and
the
interim
review,
it
received
from
the
regular
auditor
the
supplementary
report
under
Article
11
of
Regulation
(EU)
537/2014
with
the
results of the statutory audit and informed the Board of Directors about the above.
▪
Monitored
the
services
provided
by
the
Certified
Auditors
in
the
context
of
the
statutory
audit
and evaluated their performance, taking into account any findings and conclusions of ELTE.
▪
Reviewed
and
monitored
the
implementation
of
the
procedure
«Approval
of
receipt
of
non-audit
services
by
the
auditing
company
that
performs
the
statutory
audit
of
the
separate
and
consolidated
financial
statements
of
the
Group
companies»,
approving
the
receipt
of
non-audit
services
to
ensure
the
independence
of
Certified
Auditors.
For
the
Group,
the
percentage
of
other
fees
(Non-audit
services)
in
relation
to
the
audit
services
amounted
to
26.2%
and
for
the
Company to 18.3%.
2.
Regarding
the
financial
information
process
and
the
system
of
internal
control,
regulatory
compliance
and risk management, the Audit Committee:
▪
Prior
to
their
approval
by
the
Board
of
Directors,
examined
the
financial
statements
(separate
and
consolidated)
of
FOURLIS
HOLDINGS
SA,
and
taking
into
account
the
content
of
the
supplementary
report
of
the
Certified
Auditor,
positively
assessed
their
completeness
and
consistency
and
informed
the Board.
▪
Was
informed
extensively
by
the
competent
bodies
of
the
Management
and
the
certified
auditors
about
the
key
audit
matters,
the
important
estimates,
assumptions
and
estimates
during
the
preparation of the financial statements.
▪
Evaluated
the
adequacy
and
effectiveness
of
the
Internal
Audit
System,
taking
into
consideration
the content of the audit reports of the Internal Audit Department.
▪
Evaluated
the
adequacy
and
effectiveness
of
the
Risk
Management
System
and
especially
the
risks
arising from the COVID-19 pandemic.
▪
Evaluated the adequacy and effectiveness of the Regulatory Compliance System.
3.
Regarding the supervision of the
Internal Audit Department
, the Audit Committee:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
106
▪
Approved
the
annual
audit
program
of
the
Internal
Audit
Department,
evaluating
the
process
of
its
formation.
Confirmed
that
the
annual
audit
program
of
2020
was
prepared
based
on
the
main
risks
(financial
information,
operational,
regulatory
compliance,
financial)
faced
by
the
Group
companies.
▪
Approved
the
revision
of
the
annual
audit
program,
following
a
reassessment
of
the
risks
that
arose
due to the COVID-19 pandemic.
▪
Monitored
the
implementation
of
the
annual
audit
plan
and
evaluated
the
effectiveness
of
the
Internal
Audit
Department,
through
the
quarterly
reports
of
the
Head
of
the
Department
and
the
annual report.
▪
Monitored
the
progress
and
effectiveness
of
the
audit
work,
evaluating,
through
the
quarterly
reports,
the
findings
identified,
the
corrective
actions
agreed
to
address
the
findings
and
the
progress of their implementation.
▪
Approved
the
revised
version
of
the
Internal
Audit
Charter
which
is
published
on
the
website
(
http://www.fourlis.gr
).
▪
Was
assured
of
the
adequacy
of
resources
of
the
Internal
Audit
Department
and
was
informed
about the training plan of its executives.
4.
Regarding
sustainable development
:
In
the
Sustainable
Development
and
Social
Responsibility
Report
that
the
Group
publishes,
already
for
the
twelfth
(12th)
year
and
has
been
prepared
in
accordance
with
the
standards
for
the
preparation
of
Sustainable
Development
Reports
(GRI
Standards,
2016
edition),
the
practices
followed
and
the
results
achieved
in
matters
of
interest
of
our
Social
Partners,
for
the
development
of
a
responsible
business
environment
are
presented
in
detail.
The
FOURLIS
Group
endorses
the
United
Nations
Global
Compact,
the
largest
international
voluntary
initiative
for
responsible
business
activity
since
2008.
The
FOURLIS
Group
has
adopted
the
ESG
Information
Disclosure
Guide
of
the
Athens
Stock
Exchange
(
https://www.athexgroup.gr/el/web/guest/esg-reporting-guide
).
The
annual
Progress
Reports
of
the
FOURLIS
Group
as
well
as
the
Sustainable
Development
and
Social
Responsibility
Reports
that
include
the
Progress
Report
(COP)
of
the
Group
regarding
the
10
Principles
of
the
Universal
Pact,
are
available
on
the
website (
http://www.fourlis.gr
).
The
issues
of
sustainable
development
are
discussed
at
least
once
a
year
in
the
Executive
Committee
in
which
executives
of
the
Group’s
companies
participate,
as
well
as
executive
members
of
the
Board
of
Directors,
who
in
turn
transfer
the
issues
of
sustainable
development
to
the
other
Members
of
the
Board,
in
order
to
and
according
to
the
results
of
the
materiality
analysis,
to
set
the
priorities
and
set
the
respective
objectives.
The
essential
issues
of
the
FOURLIS
Group
are
regulatory
compliance
and
business
ethics,
ensuring
the
health
and
safety
of
customers
and
visitors,
the
creation
and
distribution
of
immediate
economic
value
to
stakeholders,
job
creation,
compliance,
labeling
and
responsible
product
communication,
Annual Financial Report for the period
1/1/2020 to 31/12/2020
107
advocating
for
the
health,
safety
and
employees’
well-being,
active
and
responsible
social
service,
advocating for human rights at work and investing in education and employees’ development.
The
Audit
Committee
evaluated
the
above
and
concluded
that
the
Group's
actions,
its
organization
as
well
as
the
policies
and
procedures
in
force,
constitute
an
adequate
framework
and
promote
sustainable
business
and a better future for all the Social Partners and the Group.
The
Board
of
Directors
approved
the
revised
version
of
the
Audit
Committee
Charter
which
is
published
on
the website (
http://www.fourlis.gr
).
Marousi, March 22 2021
The Audit Committee
John Costopoulos
Chairman
Stylianos Stefanou
Member
Annual Financial Report for the period
1/1/2020 to 31/12/2020
108
17.
Subsequent Events
There
are
no
other
subsequent
events
that
may
significantly
affect
the
financial
position
and
results
of
the
Group other than the following:
•
those
mentioned
in
Note
6
of
the
Report
of
Board
of
Directors
and
are
related
to
the
exercise
of
stock
options of the SOP,
•
on
05/03/2021
the
subsidiary
TRADE
LOGISTICS
SA
issued
a
bond
loan
amounted
€
13
million
maturity
on 30/12/2028.
This
Report,
the
Annual
Financial
Statements
of
the
year
2020,
the
Notes
on
the
Annual
Financial
Statements
along
with
the
Auditors
Report,
they
are
published
at
the
Group’s
web
site,
address:
http://www.fourlis.gr
.
At
the
same
web
address,
all
Annual
Financial
Statements,
Audit
Reports
and
Board
of
Directors
Reports
of
the
companies
which
are
consolidated
and
they
are
not
listed
and
which
cumulatively
represent
a
percentage
higher
than
5%
of
consolidated
revenues
or
assets
or
operating
results
after
the
deduction
of
minority
shares proportion, are published.
Maroussi, March 22
th
2020
The Board of Directors
Annual Financial Report for the period
1/1/2020 to 31/12/2020
109
The
Financial
Statements
(consolidated
and
separate)
included
in
pages
119
to
198
are
in
accordance
with
the
IFRS
as
applied
in
the
European
Union
and
approved
by
the
Board
of
Directors
of
“Fourlis
Holdings
SA”
on 22/3/2021 and are signed by the following:
Chairman of the Board of Directors
Vassilis St. Fourlis
ID No. AM - 587167
Apostolos D. Petalas
ID No. ΑΚ - 021139
Finance Manager Controlling & Planning
Maria I. Theodoulidou
ID No. Τ - 134715
Sotirios I. Mitrou
ID No. ΑI – 557890
Ch. Acct. Lic. No. 30609 Α Class
ERNST & YOUNG (HELLAS)
Certified Auditors – Accountants S.A.
8
B
Chimarras str., Maroussi
151 25 Athens, Greece
Tel: +30 210 2886 000
Fax:+30 210 2886 905
ey.com
A member firm of Ernst & Young Global Limited
110
THIS REPORT HAS BEEN TRANSLATED FROM THE ORIGINAL VERSION IN GREEK
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of FOURLIS HOLDINGS S.A.
Report on the Audit of the Separate and Consolidated Financial Statements
Opinion
We
have
audited
the
accompanying
separate
and
consolidated
financial
statements
of
Fourlis
Holdings
S.A.
(the
Company),
which
comprise
the
separate
and
consolidated
statement
of
financial
position
as
of
December
31,
2020,
and
the
separate
and
consolidated
statements
of
income,
comprehensive
income,
changes
in
equity
and
cash
flows
for
the
year
then
ended
and
a
summary
of
significant
accounting
policies and other explanatory information.
In
our
opinion,
the
accompanying
separate
and
consolidated]
financial
statements
present
fairly
in
all
material
respects
the
financial
position
of
Fourlis
Holdings
S.A
and
its
subsidiaries
(the
Group)
as
at
December
31,
2020
and
its
consolidated
financial
performance
and
cash
flows
for
the
year
then
ended
in accordance with International Financial Reporting Standards, as endorsed by the European Union.
Basis for Opinion
We
conducted
our
audit
in
accordance
with
International
Standards
on
Auditing
(ISAs),
as
incorporated
in
Greek
Law.
Our
responsibilities
under
those
standards
are
further
described
in
the
“Auditor’s
Responsibilities
for
the
Audit
of
the
Separate
and
Consolidated
Financial
Statements”
section
of
our
report.
We
remained
independent
of
the
Company
and
Group
throughout
the
period
of
our
appointment
in
accordance
with
the
International
Ethics
Standards
Board
for
Accountants’
Code
of
Ethics
for
Professional
Accountants
(IESBA
Code),
as
incorporated
in
Greek
Law,
together
with
the
ethical
requirements
that
are
relevant
to
the
audit
of
the
consolidated
financial
statements
in
Greece,
and
we
have
fulfilled
our
other
ethical
responsibilities
in
accordance
with
these
requirements
and
the
IESBA
Code.
We
believe
that
the
audit
evidence
we
have
obtained
is
sufficient
and
appropriate
to
provide
a
basis for our opinion.
Key audit matters
Key
audit
matters
are
those
matters
that,
in
our
professional
judgment,
were
of
most
significance
in
our
audit
of
the
separate
and
consolidated
financial
statements
of
the
current
period.
These
matters
and
the
related
risks
of
material
misstatement
,
were
addressed
in
the
context
of
our
audit
of
the
separate
and
consolidated
financial
statements
as
a
whole,
and
in
forming
our
opinion
thereon,
and
we
do
not
provide
a separate opinion on these matters.
For
each
matter
below,
our
description
of
how
our
audit
addressed
the
matter
is
provided
in
that
context.
We
have
fulfilled
the
responsibilities
described
in
the
“Auditor’s
Responsibilities
for
the
Audit
of
the
Separate
and
Consolidated
Financial
Statements”
section
of
our
report,
including
in
relation
to
these
matters.
Accordingly,
our
audit
included
the
performance
of
procedures
designed
to
respond
to
our
assessment
of
the
risks
of
material
misstatement
of
the
separate
and
consolidated
financial
statements.
The
results
of
our
audit
procedures,
including
the
procedures
performed
to
address
the
matters
below,
provide
the
basis
for
our
audit
opinion
on
the
accompanying
separate
and
consolidated
financial
statements.
ERNST & YOUNG (HELLAS)
Certified Auditors – Accountants S.A.
8
B
Chimarras str., Maroussi
151 25 Athens, Greece
Tel: +30 210 2886 000
Fax:+30 210 2886 905
ey.com
A member firm of Ernst & Young Global Limited
111
How our audit addressed the Key audit matter
Valuation of inventories (consolidated financial statements)
In
the
consolidated
statement
of
financial
position
of
December
31,
2020,
the
Group
presents
inventories
amounting
to
€91
million,
which
includes
a
provision
for
impairment of €3.5 million.
As
described
in
Note
3.14
of
the
consolidated
financial
statements,
the
Group
records
inventories
at
the
lower
of
cost or net realizable value.
Critical
judgement
and
estimates
are
exercised
by
the
Group
management
in
identifying
and
assessing
the
amount
of
allowance
for
inventories,
which
include
among
other,
estimation
of
the
slow-
moving
inventories,
estimation
of
obsolete
inventories
that
will
be
destructed
during
the
following
period,
evaluation
of
seasonality
and
estimation
of
the
future
selling prices of the products.
We
consider
that
because
of
the
judgment
involved
in
inventory
valuation
and
the
assumptions
used
by
management,
in
combination
with
the
significance
of
the
amount
of
inventories
to
the
Group
financial
statements,
valuation
of
inventories is a key audit matter.
Group
discloses
the
related
accounting
policies
and
estimates,
and
the
assumptions
used
for
inventory
valuation,
in
Notes
2.2,
3.14
and
13
of
the
consolidated financial statements.
We have performed the following procedures:
•
Historical
costs
and
margins
were
tested
on
a
sample
basis
through
reconciliation
of
purchase
cost
and
margins
with
the
original
purchase invoices and sales invoices.
•
We
recomputed
on
a
test
basis
the
weighted
average
valuation
method
that
is
used to value inventories.
•
We
assessed
whether
there
were
inventories
which
were
sold
with
a
negative
margin
and
whether
this
was
considered
for
inventory
valuation
at
the
lower
of
cost
or
net
realizable
value,
considering
the
effects of COVID-19.
•
At
year
end,
we
attended
on
a
part
of
inventory
counts
in
Group
stores
and
distribution
centers,
to
validate
on
a
sample
basis
whether
there
were
indications
of
obsolesce,.
•
We
assessed
management’s
estimations
for
slow
moving
inventories
through
observing
on
a
sample
basis
historical
sales
and
seasonality,
,
considering
the
effects of COVID-19.
•
We
evaluated
the
historical
accuracy
of
allowance
of
inventories
assessed
by
management
by
comparing
on
a
sample
basis
the
actual
loss
from
inventory
destruction,
inventory
write
offs
or
other
entries
related
to
inventories
to
the
historical allowance.
•
Furthermore,
on
a
sample
basis,
we
validated
the
mathematical
accuracy
of
management’s
calculations
for
inventory
provision.
•
We
also
assessed
the
adequacy
of
the
disclosures
which
are
included
in
the
notes
to the consolidated financial statements.
ERNST & YOUNG (HELLAS)
Certified Auditors – Accountants S.A.
8
B
Chimarras str., Maroussi
151 25 Athens, Greece
Tel: +30 210 2886 000
Fax:+30 210 2886 905
ey.com
A member firm of Ernst & Young Global Limited
112
How our audit addressed the Key audit matter
Impairment
exercise
on
stores,
right
of
use
assets
related
to
stores,
and
stores
within
assets held for sale (consolidated financial statements)
Financial
statement
line
items
“Property
plant
and
equipment”
and
“Right
of
Use
assets”
on
December
31,
2020
include
net
book
value
of
stores
amounting
to
Euro
174.9
million.
In
addition,
the
financial
statement
line
item
“Assets
held
for
sale”
includes
Euro
182
million
that
relates
to
stores
and
investment
properties
regarding
to
the
Real
Estate
Investment
Company, as explained in note 9.
The
Group,
in
most
cases,
considers
that
each
store
is
a
Cash
Generating
Unit,
or
based
on
facts
and
circumstances,
a
Group
of
stores
is
considered
as
a
Cash
Generating Unit.
In
accordance
with
IFRS,
where
there
are
indications
for
impairment
the
Group
performs
an
impairment
exercise
at
Cash
Generating Unit Level.
Due
to
the
material
carrying
value
of
those
assets
as
well
as
the
judgment
and
assumptions
involved
in
the
identification
of
any
impairment
indication
and
the
assessment
exercised
whether
there
is
a
need
of
impairment
or
not,
we
consider
the
impairment
exercise
on
stores
a
key
audit
matter.
The
impairment
tests
resulted
to
an
impairment
charge
of
€408K
for
Property
plant
and
equipment,
and
an
impairment
charge
of
€1,195K
for
Right
of
Use
assets.
Group
discloses
the
related
accounting
policies
and
estimates,
and
the
assumptions
used
for
the
impairment
exercise
on
stores,
in
Notes
2.2,
3.7,
3.10,
3.17,
7,
8
and
9
of
the
consolidated
financial statements.
Our
audit
procedures
included,
among
others,
the following:
•
We
evaluated
the
Group
policies
to
identify
the Cash Generated Units.
•
We
evaluated
the
Group
policies
to
identify
triggering
events
for
potential
impairment
of assets in each Cash Generated Unit.
•
We
evaluated
management
assumptions
underlying
the
potential
impairment
calculation
for
those
stores
where
a
triggering
event
was
identified.
Valuation
specialists supported the audit team.
•
We
evaluated
the
management
estimates
for
the
future
cash
flows
by
performing
the
following audit procedures:
(a)
We
compared
forecasted
future
cash
flows
of
prior
years
with
the
actual
cash
flows, and
(b)
We
compared
the
future
cash
flows
that
were
used
in
Group
models
with
market
available
data
and
industry
trends,
considering
the
effects
of
COVID-19.
•
We
reviewed
the
discount
rate
and
residual
value
calculated
by
the
Group
with
regards
to
the
assumptions
used,
and
compared
them
with
the
available
industry
trends
and
other
financial
information,
considering
the
effects of COVID-19.
•
We
evaluated
the
sensitivity
analysis
of
the
most significant assumptions used.
•
For
the
assets
held
for
sale,
we
assessed
at
December
31,
2020:
(a)
the
Group’s
evaluation
of
the
measurement
of
those
assets
at
the
lowest
between
their
carrying
amount
and
their
fair
value
less
costs
to
sell,
and
(b)
the
fair
value
of
those
assets,
where
we
included
the
support
of
our
valuation specialists.
•
We
also
assessed
the
adequacy
of
the
disclosures
which
are
included
in
the
notes
to the consolidated financial statements.
ERNST & YOUNG (HELLAS)
Certified Auditors – Accountants S.A.
8
B
Chimarras str., Maroussi
151 25 Athens, Greece
Tel: +30 210 2886 000
Fax:+30 210 2886 905
ey.com
A member firm of Ernst & Young Global Limited
113
Other information
Management
is
responsible
for
the
other
information
in
the
Annual
Report.
The
other
information,
includes
the
Board
of
Directors’
Report,
for
which
reference
is
also
made
in
section
“Report
on
Other
Legal
and
Regulatory
Requirements”,
the
Statements
of
the
Members
of
the
Board
of
Directors,
but
does
not
include
the
separate
and
consolidated
financial
statements
and our auditor’s report thereon.
Our
opinion
on
the
separate
and
consolidated
financial
statements
does
not
cover
the
other
information and we do not express any form of assurance conclusion thereon.
In
connection
with
our
audit
of
the
separate
and
consolidated
financial
statements,
our
responsibility
is
to
read
the
other
information
identified
above
and,
in
doing
so,
consider
whether
the
other
information
is
materially
inconsistent
with
the
separate
and
consolidated
financial
statements
or
our
knowledge
obtained
in
the
audit,
or
otherwise
appears
to
be
materially
misstated.
If,
based
on
the
work
we
have
performed,
we
conclude
that
there
is
a
material
misstatement
of
this
other
information,
we
are
required
to
report
that
fact.
We
have
nothing
to
report in this regard.
Responsibilities
of
the
Management
and
Those
Charged
with
Governance
for
the
Separate and Consolidated Financial Statements
Management
is
responsible
for
the
preparation
and
fair
presentation
of
the
separate
and
consolidated
financial
statements
in
accordance
with
International
Financial
Reporting
Standards
as
endorsed
by
the
European
Union,
and
for
such
internal
control
as
management
determines
is
necessary
to
enable
the
preparation
of
separate
and
consolidated
financial
statements that are free from material misstatement, whether due to fraud or error.
In
preparing
the
separate
and
consolidated
financial
statements,
management
is
responsible
for
assessing
the
Company’s
and
Group’s
ability
to
continue
as
a
going
concern,
disclosing,
as
applicable,
matters
related
to
going
concern
and
using
the
going
concern
basis
of
accounting
unless
management
either
intends
to
liquidate
the
Company
and
the
Group
or
to
cease
operations, or has no realistic alternative but to do so.
The
Audit
Committee
(Law
44
ν.4449/2017)
is
responsible
for
overseeing
the
Company’s
and
the Group’s financial reporting process.
Auditor’s
Responsibilities
for
the
Audit
of
the
Separate
and
Consolidated
Financial
Statements
Our
objectives
are
to
obtain
reasonable
assurance
about
whether
the
separate
and
consolidated
financial
statements
as
a
whole
are
free
from
material
misstatement,
whether
due
to
fraud
or
error,
and
to
issue
an
auditor’s
report
that
includes
our
opinion.
Reasonable
assurance
is
a
high
level
of
assurance,
but
is
not
a
guarantee
that
an
audit
conducted
in
accordance
with
ISAs,
as
incorporated
in
Greek
Law,
will
always
detect
a
material
misstatement
when
it
exists.
Misstatements
can
arise
from
fraud
or
error
and
are
considered
material
if,
individually
or
in
the
aggregate,
they
could
reasonably
be
expected
to
influence
the
economic
decisions
of
users
taken
on
the
basis
of
these
separate
and
consolidated
financial
statements.
As
part
of
an
audit
in
accordance
with
ISAs,
as
incorporated
in
Greek
Law
,
we
exercise
professional judgment and maintain professional scepticism throughout the audit.
We also:
•
Identify
and
assess
the
risks
of
material
misstatement
of
the
separate
and
consolidated
financial
statements,
whether
due
to
fraud
or
error,
design
and
perform
audit
procedures
responsive
to
those
risks,
and
obtain
audit
evidence
that
is
sufficient
and
appropriate
to
provide
a
basis
for
our
opinion.
The
risk
of
not
detecting
a
material
misstatement
resulting
from
fraud
is
higher
than
for
one
resulting
from
error,
as
fraud
may
involve
collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
ERNST & YOUNG (HELLAS)
Certified Auditors – Accountants S.A.
8
B
Chimarras str., Maroussi
151 25 Athens, Greece
Tel: +30 210 2886 000
Fax:+30 210 2886 905
ey.com
A member firm of Ernst & Young Global Limited
114
•
Obtain
an
understanding
of
internal
control
relevant
to
the
audit
in
order
to
design
audit
procedures
that
are
appropriate
in
the
circumstances,
but
not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness
of
the
Company’s
and
the
Group’s
internal
control.
•
Evaluate
the
appropriateness
of
accounting
policies
used
and
the
reasonableness
of
accounting estimates and related disclosures made by management.
•
Conclude
on
the
appropriateness
of
management’s
use
of
the
going
concern
basis
of
accounting
and,
based
on
the
audit
evidence
obtained,
whether
a
material
uncertainty
exists
related
to
events
or
conditions
that
may
cast
significant
doubt
on
the
Company’s
and
the
Group’s
ability
to
continue
as
a
going
concern.
If
we
conclude
that
a
material
uncertainty
exists,
we
are
required
to
draw
attention
in
our
auditor’s
report
to
the
related
disclosures
in
the
separate
and
consolidated
financial
statements
or,
if
such
disclosures
are
inadequate,
to
modify
our
opinion.
Our
conclusions
are
based
on
the
audit
evidence
obtained
up
to
the
date
of
our
auditor’s
report.
However,
future
events
or
conditions
may
cause the Company and the Group to cease to continue as a going concern.
•
Evaluate
the
overall
presentation,
structure
and
content
of
the
separate
and
consolidated
financial
statements,
including
the
disclosures,
and
whether
the
separate
and
consolidated
financial
statements
represent
the
underlying
transactions
and
events
in
a
manner that achieves fair presentation.
•
Obtain
sufficient
appropriate
audit
evidence
regarding
the
financial
information
of
the
entities
or
business
activities
within
the
Group
to
express
an
opinion
on
the
separate
and
consolidated
financial
statements.
We
are
responsible
for
the
direction,
supervision
and
performance
of
the
Company
and
its
subsidiaries.
We
remain
solely
responsible
for
our
audit opinion.
We
communicate
with
those
charged
with
governance
regarding,
among
other
matters,
the
planned
scope
and
timing
of
the
audit
and
significant
audit
findings,
including
any
significant
deficiencies in internal control that we identify during our audit.
We
also
provide
those
charged
with
governance
with
a
statement
that
we
have
complied
with
relevant
ethical
requirements
regarding
independence,
and
to
communicate
with
them
all
relationships
and
other
matters
that
may
reasonably
be
thought
to
bear
on
our
independence,
and where applicable, related safeguards.
From
the
matters
communicated
with
those
charged
with
governance,
we
determine
those
matters
that
were
of
most
significance
in
the
audit
of
the
separate
and
consolidated
financial
statements of the current period and are therefore the key audit matters.
Report on Other Legal and Regulatory Requirements
1.
Board of Directors’ Report
Taking
into
consideration
that
management
is
responsible
for
the
preparation
of
the
Board
of
Directors’
Report
and
Corporate
Governance
Statement
that
is
included
therein,
according
to
the provisions of paragraph 5 article 2 of Law 4336/2015 (part B), we report that:
a)
The
Board
of
Directors’
Report
includes
a
Corporate
Governance
Statement
that
contains
the information required by article 152 of Law 4548/1920.
b)
In
our
opinion
the
Board
of
Directors’
Report
has
been
prepared
in
accordance
with
the
legal
requirements
of
article
150
and
153
and
paragraph
1
(c
and
d)
of
article
152
of
Law
4548/2018
and
the
content
of
the
Board
of
Directors’
report
is
consistent
with
the
accompanying
separate
and
consolidated
financial
statements
for
the
year
ended
December 31, 2020.
c)
Based
on
the
knowledge
and
understanding
concerning
Fourlis
Holdings
S.A.
and
its
environment,
obtained
during
our
audit,
we
have
not
identified
information
included
in
the
Board of Directors’ Report that contains a material misstatement.
2.
Additional Report to the Audit Committee
ERNST & YOUNG (HELLAS)
Certified Auditors – Accountants S.A.
8
B
Chimarras str., Maroussi
151 25 Athens, Greece
Tel: +30 210 2886 000
Fax:+30 210 2886 905
ey.com
A member firm of Ernst & Young Global Limited
115
Our
opinion
on
the
separate
and
consolidated
financial
statements
is
consistent
with
our
Additional
Report
to
the
Audit
Committee
of
the
Group,
in
accordance
with
Article
11
of
the
EU
Regulation 537/2014.
3.
Provision of Non-audit Services
We
have
not
provided
any
prohibited
non-audit
services
per
Article
5
of
the
EU
Regulation
537/2014.
Non-audit
services
provided
by
us
to
the
Company
and
its
subsidiaries
during
the
year
ended
December
31,
2020,
are
disclosed
in
note
6
of
the
separate
and
consolidated
financial
statements.
4.
Appointment of the Auditor
We
were
firstly
appointed
as
auditors
of
the
Company
by
the
General
Assembly
on
June
11,
2010.
Our
appointment
has
been
renewed
annually
by
virtue
of
decisions
of
the
annual
general
meetings of the shareholders for a continuous period of 11 years.
Athens, March 23, 2021
The Certified Auditor Accountant
SOFIA KALOMENIDES
S.O.E.L. R.N. 13301
ERNST &YOUNG (HELLAS)
CERTIFIED AUDITORS ACCOUNTANTS S.A.
CHIMARRAS 8B, 151 25 MAROUSSI
GREECE
SOEL REG. No. 107
Annual Financial Report for the period
1/1/2020 to 31/12/2020
116
Statement of Financial Position (Consolidated and Separate)
as at December 31, 2020 and at December 31,2019
(In thousands of Euro, unless otherwise stated)
Property plant and equipment
Assets classified as held for sale
SHAREHOLDERS EQUITY & LIABILITIES
Total shareholders equity (a)
Non controlling interest (b)
Employee retirement benefits
Other non-current liabilities
Total non current Liabilities
Short term loans for working capital
Current portion of non-current loans and
borrowings
Short term portion of long term lease liabilities
Accounts payable and other current liabilities
Liability arising from assets held for sale
Total current Liabilities
Total Equity & Liabilities (c) + (d)
The accompanying notes on pages 127 to 198 are an integral part of the Financial Statements.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
117
Income Statement (Consolidated) for the period
1/1 to 31/12/2020 and 1/1 to 31/12/2019
(In thousands of Euro, unless otherwise stated)
Contribution associate companies profit and loss
Equity holders of the parent
Basic (Losses)/ Earnings per Share (in Euro)
Diluted (Losses) / Earnings per Share (in Euro)
Revenue is meant as income from contacts with customers.
The accompanying notes on pages 127 to 198 are an integral part of the Financial Statements.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
118
Statement of Comprehensive Income (Consolidated) for the period
1/1 to 31/12/2020 and 1/1 to 31/12/2019
(In thousands of Euro, unless otherwise stated)
Other comprehensive income/(loss)
Other comprehensive income transferred to the
income statement
Valuation of financial assets available for sale
Foreign currency translation from foreign operations
Effective portion of changes in fair value of cash flow
hedges
Total Other comprehensive income transferred
to the income statement
Other comprehensive income not transferred to
the income statement
Actuarial (losses) / gains on defined benefit pension
plan
Total Other comprehensive income not
transferred to the income statement
Comprehensive (Losses) / Income after Tax (B)
Total Comprehensive (Losses) / income after
tax (A) + (B)
Equity holders of the parent
Total Comprehensive (Losses) / Income after
tax (A) + (B)
The accompanying notes on pages 127 to 198 are an integral part of the Financial Statements.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
119
Income Statement (Separate) for the period
1/1 to 31/12/2020 and 1/1 to 31/12/2019
(In thousands of Euro, unless otherwise stated)
Depreciation/Amortisation (Administration)
Revenue is meant as income from contacts with customers.
The accompanying notes on pages 127 to 198 are an integral part of the Financial Statements.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
120
Statement of Comprehensive Income (Separate) for the period
1/1 to 31/12/2020 and 1/1 to 31/12/2019
(In thousands of Euro, unless otherwise stated)
Other comprehensive (loss)/ income
Other comprehensive income not transferred to
the income statement
Actuarial (losses) / gains on defined benefit pension
plan
Total other comprehensive income not
transferred to the income statement
Comprehensive (losses)/income after Tax (B)
Total comprehensive income/(losses) after tax
(A) + (B)
Equity holders of the parent
Total comprehensive income/(losses) after Tax
(A) + (B)
The accompanying notes on pages 127 to 198 are an integral part of the Financial Statements.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
121
Statement of Changes in Equity (Consolidated)
for the period 1/1 to 31/12/2020 and 1/1 to 31/12/2019
(In thousands of Euro, unless otherwise stated)
Foreign
exchange
diff. from
Statemen
t of
Financial
Position
transl.
reserves
Retained
earnings
/
(Accumu
lated
losses)
Non
cont
rolli
ng
inter
est
(b)
Total
Equity
(c)=(a)
+(b)
Total comprehensive
income/(loss) for the period
Foreign currency translation from
foreign operations
Effective portion of changes in fair
value of cash flow hedges
Actuarial (losses) gains on defined
benefit pension plan
Total comprehensive
income/(loss)
Total comprehensive
income/(loss) after taxes
Transactions with
shareholders recorded directly
in equity
Net Income directly booked in the
statement movement in Equity
Total transactions with
shareholders
Total comprehensive
income/(loss) for the period
Foreign exchange differences
Effective portion of changes in fair
value of cash flow hedges
Actuarial (losses) gains on defined
benefit pension plan
Total comprehensive
income/(loss)
Total comprehensive
income/(loss) after taxes
Transactions with
shareholders, recorded
directly in equity
Net Income directly booked in the
statement movement in Equity
Sales/(Purchases) of own shares
Total transactions with
shareholders
Annual Financial Report for the period
1/1/2020 to 31/12/2020
122
Statement of Changes in Equity (Separate)
for the period 1/1 to 31/12/2020 and 1/1 to 31/12/2019
(In thousands of Euro, unless otherwise stated)
For capital increase see Note 17
.
The accompanying notes on pages
127 to 198
are an integral part of Financial Statements.
Retained
earnings /
(Accumulate
d losses)
Total comprehensive
income/(loss) for the period
Actuarial (losses) gains on defined
benefit pension plan
Total comprehensive (loss) /
income
Total comprehensive
income/(loss) after taxes
Transactions with shareholders
recorded directly in equity
Net Income directly booked in the
statement movement in Equity
Total transactions with
shareholders
Total comprehensive
income/(loss) for the period
Actuarial (losses) gains on defined
benefit pension plan
Total comprehensive (loss) /
income
Total comprehensive
income/(loss) after taxes
Transactions with shareholders,
recorded directly in equity
Net Income directly booked in the
statement movement in Equity
Sales/(Purchases) of own shares
Total transactions with
shareholders
Annual Financial Report for the period
1/1/2020 to 31/12/2020
123
Statement of Cash Flows (Consolidated and Separate)
for the period 1/1 to 31/12/2020 and 1/1 to 31/12/2019
(In thousands of Euro, unless otherwise stated)
(Loss)/Profit before taxes
Depreciation / Amortization
Income on depreciation in fixed subsidy
Foreign exchange differences
Results (Income, expenses, profit and loss)
from investment activity
Plus/less adj for changes in working
capital related to the operating activities
(Increase) / decrease in inventory
(Increase) / decrease in trade and other
receivables
Increase / (decrease) in liabilities (excluding
banks)
Net cash generated from operations (a)
Purchase or Share capital increase of
subsidiaries and related companies
Purchase of tangible and intangible fixed
assets
Proceeds from disposal of tangible and
intangible assets
Proceeds from the sale of other investments
Total (outflow) / inflow from investing
activities (b)
Payments for purchase of own shares
Inflow from share capital increase
Payment for returnal share capital
Proceeds from issued loans
Repayment of leasing liabilities
Total inflow / (outflow) from financing
activities (c)
Net increase/(decrease) in cash and cash
equivalents for the period (a)+(b)+(c)
Cash and cash equivalents at the beginning of
the period
Effect of exchange equivalents at the
beginning of the period
Closing balance, cash and cash
equivalents
The accompanying notes on pages
127 to 198
are an integral part of Financial Statements.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
124
Notes to the annual financial statements (consolidated and separate) as of Dec
31, 2020 and for the year then ended
1.
Corporate information
1.1
General Information
FOURLIS
HOLDINGS
S.A
.
with
the
common
use
title
of
FOURLIS
SA
(hereinafter
the
Company)
was
incorporated
in
1950
as
A.
FOURLIS
AND
CO.,
and
from
1966
operated
as
FOURLIS
BROS
S.A.
(Government
Gazette,
AE
and
EPE
issue
618/
13.6.1966).
It
was
renamed
to
FOURLIS
HOLDING
S.A.
by
a
decision
of
an
Extraordinary
General
Shareholders’
Assembly
on
10/3/2000,
which
was
approved
by
decision
K2
-
3792/
25.04.2000
of
the
Ministry
of
Development.
The
Shareholders’
General
Assembly
also
approved
the
conversion
of
the
Company
to
a
holding
company
and
thus
also
approved
the
change
in its scope.
The
headquarters
of
the
Company
are
located
at
18-20
Sorou
street,
Building
A
Maroussi
.
It
is
registered
in
the
Companies
Registry
of
the
Ministry
of
Development
with
registration
number
13110/06/B/86/01
and general electronic commercial registry number 258101000 and web address www.fourlis.gr.
The Company is listed in the Athens Stock Exchange since April 1988.
The
Company’s
term,
in
accordance
with
its
Articles
of
Incorporation,
was
originally
set
for
30
years.
In
accordance
with
a
decision
of
the
Extraordinary
Assembly
of
the
Shareholders
on
19/2/1988,
the
term
was
extended
for
a
further
30
years
i.e.
to
2026.
Following
the
decision
of
the
Extraordinary
Assembly
of the Shareholders on 14/6/2019, the term was extended for a further 24 years i.e. to 2050.
The current Board of Directors of the parent Company is as follows:
1.
Vassilis St. Fourlis, Chairman, executive member
2.
Dafni A. Fourlis, Vice Chairman, executive member
3.
Eftihios Th. Vassilakis, Independent Vice Chairman, independent non executive member
4.
Apostolos D. Petalas, CEO, executive member
5.
Lyda St. Fourlis, Director, executive member
6.
Ioannis Ev. Brebos, Director, non executive member
7.
Ioannis
Ath.
Kostopoulos,
Director,
independent
non
executive
member,
Chairman
of
the
Audit
Committee
8.
Pavlos K. Triposkiadis , Director, independent non executive member
9.
David A. Watson, Director, independent non executive member, member of the Audit Committee
The
total
number
of
employees
of
the
Group
as
at
the
end
of
current
and
previous
year
was
at
4.105
and
4.198
respectively
while
the
total
number
of
employees
of
the
Company
on
31/12/2020
was
102
and on 31/12/2019 was 100.
1.2
Activities
Annual Financial Report for the period
1/1/2020 to 31/12/2020
125
The
Company’s
activities
are
the
investment
in
domestic
and
foreign
companies
of
all
types,
regardless
their objectives and type.
The
Company
FOURLIS
HOLDINGS
SA
also
provides
general
administration,
financial
management
and
information
technology
services.
The
centralization
of
Group
support
services
for
the
Group
Companies
in
Greece
,
mainly
in
the
areas
of
financial
planning
and
controlling,
HR,
IT,
treasury,
social
responsibility,
regulatory
compliance,
personal
data
protection
and
sustainable
development
was
implemented,
aiming
to
gain
benefits
from
synergies
and
to
organize
central
coordination
of
decision
making
and
implementing.
Centralized
services
are
provided
according
to
arm’s
length
principle
from
FOURLIS
HOLDINGS S.A. to the Group companies.
The
direct
and
indirect
subsidiaries
and
affiliates
of
the
Group,
included
in
the
Financial
Statements
are
the following:
HOUSE MARKET BULGARIA
Ε
AD
HM HOUSEMARKET (CYPRUS) LTD
HM HOUSEMARKET (CYPRUS) LTD
TRADE ESTATE
S
CYPRUS LTD
TRADE ESTATES BULGARIA EAD
HOUSE MARKET BULGARIA
Ε
AD
INTERSPORT ATΗLETICS (CYPRUS) LTD
INTERSPORT ATLETİK MAĞAZACILIK
VE DIŞ TİCARET A.Ş
SW SOFIA MALL ENTERPRISES LTD
On
17/3/2020
the
subsidiary
HOUSEMARKET
SA
acquired
50%
of
the
shares
of
MANTENKO
SA
located
in
Athens,
which
operates
in
real
estate
and
on
30/7/2020
the
subsidiary
company
HOUSEMARKET
SA
acquired 50% of the shares of POLIKENCO SA located in Athens which also operates in real estate.
During
the
period
1/1
–
31/12/2020
the
following
share
capital
changes
were
realized
at
the
parent
Annual Financial Report for the period
1/1/2020 to 31/12/2020
126
company and its direct subsidiaries
:
FOURLIS HOLDINGS S.A.:
Following
resolutions
of
the
General
Assembly
of
the
shareholders
of
the
company
held
on
21/12/2020
(relevant
minutes
of
the
G.A.
with
number
26/21.12.2020),
the
share
capital
of
the
company
increased
by
the
amount
of
€
9.880.942,59
by
capitalizing
part
of
the
reserve
of
retained
earnings
and
increasing
the
nominal
value
of
each
share
by
the
amount
of
€
0,19,
thus
the
nominal
value
of
each
share
rising
to the amount of € 1,00.
The
aforementioned
change
was
registered
to
the
General
Electronic
Commercial
Registry
(GECR)
on
13/01/2021
(Code
Registration
Number
2448494),
with
the
relevant
2302656/13.01.2021
announcement issued by the Minister of Finance and Development.
Under
the
context
of
the
Stock
Option
Plan
which
was
approved
and
established
by
the
resolution
of
the
Extraordinary
General
Assembly
of
the
shareholders
on
27/9/2013
(Stock
Option
Plan
–
hereinafter
“the
Program”),
within
the
year
2020,
87.040
options
were
exercised
(hereinafter
“the
Options”).
Following
the
resolution
of
the
Board
of
Directors
on
28/12/2020
(relevant
minutes
of
the
BoD
with
number
417/28.12.2020),
the
exercise
of
the
aforementioned
options
from
the
corresponding
beneficiaries of the Program was certified by payment of the exercise price of the new shares.
It
is
noted
that
the
underlying
price
of
shares
to
which
the
distributed
options
reflect,
had
been
initially
determined
at
the
amount
of
€
3,40
per
share,
which
was
the
closing
stock
price
of
the
share
on
the
date
of
the
resolution
of
the
General
Assembly
regarding
the
SOP
(27/9/2013).
Already,
following
the
resolutions
of
20/11/2017,
19/11/2018
and
18/11/2019
of
the
BoD
(relevant
minutes
of
the
BoD
389/20.11.2017,
399/19.11.2018
and
407/18.11.2019),
an
adjustment
has
been
made
at
the
historical
price
of
the
Company’s
share
and
therefore
the
implemented
exercise
price
of
the
options
of
the
SOP
is
accounted at the amount of € 3,2226 per share.
Following
the
certification
of
the
payment
of
the
exercise
price
of
the
Stock
Options
by
their
beneficiaries,
namely
the
amount
of
€
280.495,10,
87.040
new
common
nominal
shares
were
issued
and
delivered
to
the
corresponding
beneficiaries
of
the
Program,
of
nominal
value
€
1,00
per
share,
while
the
share
capital
of
the
Company
increased
by
the
amount
of
€
87.040,00
which
reflects
to
the
nominal
value
of
the
new
shares.
Moreover,
following
the
exercise
of
the
aforementioned
Options
by
payment
of
the
exercise
value,
namely
€
3,2226
per
share
according
to
the
aforementioned,
the
share
premiun,
of
total
amount € 193.455,10, was transferred to “Share Premium reserve”.
The
aforementioned
change
was
registered
to
the
General
Electronic
Commercial
Registry
(GECR)
on
15/01/2021
(Code
Resistration
Number
2450940),
with
the
relevant
4511/15.01.2021
announcement
issued by the Minister of Finance and Development.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
127
Following
these
changes,
the
share
capital
of
the
Company
now
amounts
to
€
52.092.001,00
divided
into 52.092.001 shares of nominal value € 1,00 per share, totally paid.
During
the
period
1/1
–
31/12/2020,
no
other
share
capital
changes
were
realized
at
FOURLIS
HOLDINGS SA.
2.
Basis of presentation of the Financial Statements
2.1. Basis of preparation
The
accompanying
Financial
Statements
consist
of
the
separate
financial
statements
of
the
parent
Company
and
the
consolidated
financial
statements
of
the
Group
and
have
been
prepared
in
accordance
with
International
Financial
Reporting
Standards
(IFRS),
as
adopted
by
the
European
Union.
The
Board
of
Directors
approved
the
accompanying
financial
statements
for
the
year
ended
on
December
31
2020,
on
March
22,
2021.
These
financial
statements
are
subject
to
the
approval
of
the
General
Assembly
of
the Company’s shareholders.
The
accompanying
separate
and
consolidated
financial
statements
have
been
prepared
on
the
historical
cost
basis,
except
for
certain
data
of
Assets
and
Liabilities
(investment
properties,
financial
hedging
instruments,
investments/financial
assets
available
for
sale)
that
have
been
measured
at
fair
value,
and
assuming
that
the
Company
and
its
subsidiaries
will
continue
as
a
going
concern.
Management
examined
the
impact
of
the
COVID-19
pandemic
up
to
the
date
of
approval
of
these
Consolidated
and
Separate
Financial
Statements
and
concluded
that
going
concern
assessment
is
the
appropriate
basis
for
their
preparation.
Reaching
this
conclusion,
Management
revised
its
plan
taking
into
account
the
deterioration
of
the
financial
environment,
the
financial
results
of
the
year
2020
and
the
measures
to
reduce
operating
expenses and increase in liquidity received (refer to Note 4).
Management
concluded
that
the
Group
is
able
to
meet
all
its
obligations
on
time,
at
least
for
a
period
of
12
months
from
the
Financial
Position
date,
and
that
there
are
no
significant
uncertainties
that
could
doubt
its
ability
to
operate
on
a
going
concern
basis.
All
amounts
are
presented
in
thousands
of
Euro,
unless otherwise stated and any differentiations in sums are due to rounding.
2.2. Significant accounting judgments and estimates
The
preparation
of
financial
statements
based
on
IFRS
requires
management
to
make
judgments,
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
disclosure
of
contingent
assets
and
liabilities
at
the
date
of
the
financial
statements
and
the
reported
amounts
of
revenue
and
expenses
during
the
reporting
period.
Actual
results
may
differ
from
those
estimates.
Estimates
are
based
on
management’s
previous
experience
including
expectations
of
future
events
under
normal
conditions.
The
aforementioned
judgments,
estimates
and
assumptions
are
periodically
re
- assessed in order to be in line with current available data and reflect current risks.
When
applying
the
Group’s
accounting
policies,
management
has
made
the
following
judgments,
Annual Financial Report for the period
1/1/2020 to 31/12/2020
128
estimates
and
assumptions
that
may
have
a
significant
impact
on
the
items
reported
in
the
financial
statements:
•
Deferred
Tax
assets:
deferred
tax
assets
are
recognized
to
the
extent
that
it
is
probable
that
taxable
profits
will
be
available
against
which
the
deductible
temporary
differences
and
the
carry
forward
unused
tax
losses
can
be
utilized.
The
recognition
of
deferred
tax
assets
requires
significant
judgments
and
estimates
to
be
made
in
relation
to
the
future
activities
and
prospects
of
the
Group
companies
and
as
to
the
level
and
timing
of
future
taxable
profits
(Note
3.20
and
26
of
Financial
Statements).
•
Fair
Values
of
investment
properties:
the
Group
recognizes
its
investment
properties
at
fair
values
as
determined
by
independent
appraising
firms.
Τ
he
fair
values
of
investment
properties
are
assessed
on
an
annual
basis.
The
determination
of
the
fair
values
of
properties
requires
assumptions
with
respect
to
future
cash
flows
from
rents
with
the
use
of
DCF
(Note
3.8
of
Financial
Statements).
•
Impairment
test
of
investments
in
subsidiaries:
at
each
reporting
date,
the
Parent
Company
examines
whether
there
are
impairment
indicators
in
relation
to
its
investments
in
subsidiaries.
Such
assessment
requires
management
to
make
significant
judgements
with
respect
to
the
existence
of
internal
or
external
factors
and
the
extent
to
which
they
affect
the
recoverable
amount
of
these
investments.
If
impairment
indicators
exist,
the
Company
determines
the
recoverable
amount
of
these
investments.
The
determination
of
the
recoverable
amount
requires
estimates
to
be
made
with
respect
to
the
expected
future
cash
flows
of
the
investment,
the
business
plans
of
the
subsidiaries,
and
the
determination
of
the
applicable
discount
and
growth
rates.
(Note
11
of
Financial Statements)
.
•
Impairment
test
of
property,
plant
and
equipment,
right
of
use
assets
and
assets
held
for
sale:
property,
plant
and
equipment
is
constantly
tested
in
order
to
define
if
there
are
indications
which
show
that
its
book
value
is
not
recoverable.
The
Group
considers,
for
impairment
test
purposes,
that
(a)
each
store
basically
is
a
cash
flow
generating
unit
while,
(b)
per
case,
assets
or
group
of
assets
classified
as
held
for
sale
may
consist
a
cash
flow
generating
unit
(CGU).
In
cases
that
property,
plant
and
equipment
is
part
of
CGU
and
there
are
impairment
value
indications
that
the
recoverable
amount
of
the
CGU
is
determined
as
the
higher
amount
between
value
in
use
and
fair
value.
Value
in
use
is
calculated
by
implementing
the
cash
flow
discount
method,
taking
into
consideration
Management’s
estimations
(business
plans
5-7
years)
and
any
contingent
impairment
is
determined
by
the
comparison
of
book
value
and
value
in
use.
Fair
value
is
calculated
from
independent
appraisers
report
according
to
commonly
accepted
valuation
principles.
The
loss-
making
operating
result
of
stores
was
considered
as
indication
of
possible
impairment
and
wherever
there
was
existence
of
such
indication,
an
impairment
test
was
implemented.
Specifically,
for
INTERSPORT
stores
in
Turkey,
in
addition
to
the
loss-making
operating
result
of
the
stores,
the
significant
devaluation
of
TRY
also
contributed
to
the
evaluation
of
the
indications.
Additional
details
Annual Financial Report for the period
1/1/2020 to 31/12/2020
129
for impairment test of tangible assets are included in Note 7 of the Financial Statements.
•
Useful
lives
of
property
plant
and
equipment:
Management
makes
estimates
when
determining
the
useful
lives
of
depreciable
assets.
Such
estimates
are
periodically
reviewed.
The
useful
lives
estimated and applied are discussed in Note 3.7 and 3.9.
•
Post
-
retirement
benefits
to
personnel:
post
-
retirement
obligations
are
determined
using
actuarial
valuations.
An
actuarial
valuation
involves
making
various
assumptions
which
may
differ
from
actual
developments
in
the
future.
These
include
the
determination
of
a
discount
rate,
future
salary
increases,
disability
rates,
mortality
rates
and
departure
rates.
Due
to
the
complexity
of
the
valuation
and
the
basic
assumptions
included
therein,
a
defined
benefit
obligation
is
highly
sensitive
to
changes
in
these
assumptions.
Actuarial
gains
and
losses
that
result
from
the
difference
among
the
actuarial
assumptions
are
recognized
in
Statement
of
Comprehensive
Income.
Such
actuarial
assumptions are periodically reviewed by Management. Further details are provided in Note 20.1.
•
Share-based
Payments:
Estimating
fair
value
for
share-based
payment
transactions
requires
determination
of
the
most
appropriate
valuation
model,
which
depends
on
the
terms
and
conditions
of
the
grant.
This
estimate
also
requires
determination
of
the
most
appropriate
inputs
to
the
valuation
model
including
the
expected
life
of
the
share
option,
volatility
and
dividend
yield
and
making
assumptions
about
them.
The
assumptions
and
models
used
for
estimating
fair
value
for
share-based payment transactions are disclosed in Note 20.2 of the Financial Statements.
•
Provisions
for
slow
moving
inventory:
Inventory
turnover
ratio
is
tested
regularly
and
provisions
are
made
for
unmoved,
slow
moving,
obsolete
inventory
which
will
be
written-off
within
the
next
period.
Estimations
are
also
made
for
seasonality
of
inventory
and
estimation
for
future
sale
price
as well as for inventory count differences which are presented in Note 13 of Financial Statements.
•
Revenue
from
contracts
with
customers:
The
Group
estimates
the
fair
value
of
non-redeemed
points by using historical data and by assessing exercise possibility.
•
Right
of
use
assets:
On
the
beginning
date
of
the
leasing
period,
a
right
of
use
asset
and
a
liability
are
recognized
by
calculating
present
value
of
leases
which
remain
unpaid,
discounted
with
leasing
interest
rate
(interest
rate
which
would
be
accepted
by
the
lessee
in
order
to
be
loaned
all
necessary
funds
with
similar
terms).
The
Group
determines
the
leasing
duration
as
the
contractual
leasing
duration,
including
the
period
which
is
covered
by
a)
the
right
to
extend
leasing
if
it
is
almost
sure
that
it
will
be
exercised,
or
b)
the
right
to
terminate
the
contract
if
it
is
almost
sure
that
it
will
not
be
exercised.
The
Group
implements
a
single
discount
rate
at
each
leasing
category
with
similar
characteristics
(as
leasing
with
similar
duration,
assets
and
economic
environment).
Afterwards,
the
asset
is
measured
at
cost
less
depreciation
and
any
impairment
losses
while,
the
liability
is
measured
by
increasing
book
value
with
interest
expenses
on
the
liability
and
by
decreasing
book
value with leases payments. Further details are provided in Notes 8 and 23.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
130
•
Assets
held
for
sale:
The
Group
classifies
an
asset
or
a
group
of
assets
as
held
for
sale
when
the
following
conditions
are
met:
the
asset
(or
group
of
assets)
is
available
and
in
condition
for
direct
sale
and
the
sale
is
very
likely
to
take
place
within
12
months
since
its
classification
date
as
held
for
sale.
Right
at
the
moment
before
their
classification
as
assets
held
for
sale,
these
assets
are
tested
for
impairment
based
on
IAS
36.
Assets
which
have
been
classified
as
held
for
sale
are
measured
at
the
lower
price
between
book
value
and
fair
value
minus
all
sale
costs.
Any
impairment
loss
is
recognized
in
statement
of
comprehensive
income.
Impairment
test
of
assets
classified
as
held
for
sale
took
place
entirely
for
assets
described
in
Note
9,
as
a
cash
generating
unit,
due
to
the
fact
that
it
was
considered
that
the
sale
will
only
take
place
as
a
whole
and
not
each
one
asset
separately
and
the
sale
criteria
based
on
IFRS
15
are
met.
In
addition,
while
the
COVID-19
pandemic
has
delayed
the
negotiation
process
by
about
10
months,
advanced
discussions
and
exchange
of
draft
contract
texts
and
detailed
budget
figures
with
specific
potential
investors,
creates
belief
that
it
is
very
likely
within
2021
to
find
a
strategic
partner
who
will
make
a
significant
investment
in
the
established
company,
with
percentage
that
will
arise
at
least
and
more
than
50%.
On
31/12/2020
the
criteria
for
the
classification
of
assets
held
for
sale
under
IFRS
15
continue
to
be met, given that:
•
their
net
book
value
will
be
recovered
primarily
from
the
sale
and
not
from
their
continued
use,
•
the assets are available for immediate sale in their current condition,
•
Management’s
commitment
and
a
buyer-finding
program
is
in
progress,
while
active
efforts
have
been
made
to
sell
the
assets
at
a
price
that
is
reasonable
in
relation
to
their
fair
value.
In
particular,
professional
investment
advisers
have
been
hired
and
while
the
COVID-19
pandemic
has
delayed
the
negotiation
process
by
about
10
months,
advanced
discussions
and
exchange
of
draft
contract
texts
and
detailed
budget
figures
with
specific
potential
investors,
creates
belief
that
it
is
very
likely
within
2021
to
find
a
strategic
partner
who
will
make
a
significant
investment
in
the
established
company,
which
along
with
the
imminent
public
offering,
with
percentage that will arise at least and more than 50%.
•
the sale is expected to take place no later than the year 2021.
•
Provisions
for
impaired
receivables:
provisions
of
impaired
receivables
are
based
on
the
historical
data
of
receivables
and
take
into
consideration
the
expected
credit
risk.
The
analysis
of
impaired
receivables of Statement of Financial Position is included in Note 14 of Financial Statements.
2.3 Changes in accounting policies and disclosures
The
accounting
policies
adopted
are
consistent
with
those
of
the
previous
financial
year
except
for
the
following amended IFRSs which have been adopted by the Group and Company as of 1 January 2020.
•
Conceptual Framework in IFRS standards
The
IASB
issued
the
revised
Conceptual
Framework
for
Financial
Reporting
on
29
March
2018.
The
Annual Financial Report for the period
1/1/2020 to 31/12/2020
131
Conceptual
Framework
sets
out
a
comprehensive
set
of
concepts
for
financial
reporting,
standard
setting,
guidance
for
preparers
in
developing
consistent
accounting
policies
and
assistance
to
others
in
their
efforts
to
understand
and
interpret
the
standards.
IASB
also
issued
a
separate
accompanying
document,
Amendments
to
References
to
the
Conceptual
Framework
in
IFRS
Standards,
which
sets
out
the
amendments
to
affected
standards
in
order
to
update
references
to
the
revised
Conceptual
Framework.
Its
objective
is
to
support
transition
to
the
revised
Conceptual
Framework
for
companies
that
develop
accounting
policies
using
the
Conceptual
Framework
when
no
IFRS
Standard
applies
to
a
particular
transaction.
For
preparers
who
develop
accounting
policies
based
on
the
Conceptual
Framework, it is effective for annual periods beginning on or after 1 January 2020.
•
IFRS 3: Business Combinations (Amendments)
The
IASB
issued
amendments
in
Definition
of
a
Business
(Amendments
to
IFRS
3)
aimed
at
resolving
the
difficulties
that
arise
when
an
entity
determines
whether
it
has
acquired
a
business
or
a
group
of
assets.
The
Amendments
are
effective
for
business
combinations
for
which
the
acquisition
date
is
in
the
first
annual
reporting
period
beginning
on
or
after
1
January
2020
and
to
asset
acquisitions
that
occur
on
or
after
the
beginning
of
that
period,
with
earlier
application
permitted.
Management
of
the
Group
and
Company
estimates
that
this
amendment
does
not
have
any
impact
on
the
financial
statements.
•
IAS
1
Presentation
of
Financial
Statements
and
IAS
8
Accounting
Policies,
Changes
in
Accounting Estimates and Errors: Definition of ‘material’ (Amendments)
The
Amendments
are
effective
for
annual
periods
beginning
on
or
after
1
January
2020
with
earlier
application
permitted.
The
Amendments
clarify
the
definition
of
material
and
how
it
should
be
applied.
The
new
definition
states
that,
’Information
is
material
if
omitting,
misstating
or
obscuring
it
could
reasonably
be
expected
to
influence
decisions
that
the
primary
users
of
general
purpose
financial
statements
make
on
the
basis
of
those
financial
statements,
which
provide
financial
information
about
a
specific
reporting
entity’.
In
addition,
the
explanations
accompanying
the
definition
have
been
improved.
The
Amendments
also
ensure
that
the
definition
of
material
is
consistent
across
all
IFRS
Standards.
Management
of
the
Group
and
Company
estimates
that
this
amendment
does
not
have any impact on the financial statements.
•
Interest Rate Benchmark Reform - IFRS 9, IAS 39 and IFRS 7 (Amendments)
In
September
2019,
the
IASB
issued
amendments
to
IFRS
9,
IAS
39
and
IFRS
7,
which
concludes
phase
one
of
its
work
to
respond
to
the
effects
of
Interbank
Offered
Rates
(IBOR)
reform
on
financial
reporting.
The
amendments
published,
deal
with
issues
affecting
financial
reporting
in
the
period
before
the
replacement
of
an
existing
interest
rate
benchmark
with
an
alternative
interest
rate
and
address
the
implications
for
specific
hedge
accounting
requirements
in
IFRS
9
Financial
Instruments
and
IAS
39
Financial
Instruments:
Recognition
and
Measurement,
which
require
forward-looking
analysis.
The
amendments
provide
temporary
reliefs,
applicable
to
all
hedging
relationships
that
are
directly
affected
by
the
interest
rate
benchmark
reform,
which
enable
hedge
accounting
to
continue
Annual Financial Report for the period
1/1/2020 to 31/12/2020
132
during
the
period
of
uncertainty
before
the
replacement
of
an
existing
interest
rate
benchmark
with
an
alternative
nearly
risk-free
interest
rate.
There
are
also
amendments
to
IFRS
7
Financial
Instruments:
Disclosures
regarding
additional
disclosures
around
uncertainty
arising
from
the
interest
rate
benchmark
reform.
The
amendments
are
effective
for
annual
periods
beginning
on
or
after
1
January
2020
and
must
be
applied
retrospectively.
Phase
two
(ED)
focuses
on
issues
that
could
affect
financial
reporting
when
an
existing
interest
rate
benchmark
is
replaced
with
a
risk-free
interest
rate
(an
RFR).
Management
of
the
Group
and
Company
estimates
that
this
amendment
does
not
have
any impact on the financial statements.
Standards issued but not yet effective and not early adopted by the Group/Company
•
Amendment
in
IFRS
10
Consolidated
Financial
Statements
and
IAS
28
Investments
in
Associates
and
Joint
Ventures:
Sale
or
Contribution
of
Assets
between
an
Investor
and
its Associate or Joint Venture
The
amendments
address
an
acknowledged
inconsistency
between
the
requirements
in
IFRS
10
and
those
in
IAS
28,
in
dealing
with
the
sale
or
contribution
of
assets
between
an
investor
and
its
associate
or
joint
venture.
The
main
consequence
of
the
amendments
is
that
a
full
gain
or
loss
is
recognized
when
a
transaction
involves
a
business
(whether
it
is
housed
in
a
subsidiary
or
not).
A
partial
gain
or
loss
is
recognized
when
a
transaction
involves
assets
that
do
not
constitute
a
business,
even
if
these
assets
are
housed
in
a
subsidiary.
In
December
2015
the
IASB
postponed
the
effective
date
of
this
amendment
indefinitely
pending
the
outcome
of
its
research
project
on
the
equity
method
of
accounting.
The
amendments
have
not
yet
been
endorsed
by
the
EU.
Management
of
the
Group
and
Company estimates that this amendment does not have any impact on the financial statements.
•
IAS
1
Presentation
of
Financial
Statements:
Classification
of
Liabilities
as
Current
or
Non-current (Amendments)
The
amendments
are
effective
for
annual
reporting
periods
beginning
on
or
after
January
1,
2022
with
earlier
application
permitted.
However,
in
response
to
the
covid-19
pandemic,
the
Board
has
deferred
the
effective
date
by
one
year,
i.e.
1
January
2023,
to
provide
companies
with
more
time
to
implement
any
classification
changes
resulting
from
the
amendments.
The
amendments
aim
to
promote
consistency
in
applying
the
requirements
by
helping
companies
determine
whether,
in
the
statement
of
financial
position,
debt
and
other
liabilities
with
an
uncertain
settlement
date
should
be
classified
as
current
or
non-current.
The
amendments
affect
the
presentation
of
liabilities
in
the
statement
of
financial
position
and
do
not
change
existing
requirements
around
measurement
or
timing
of
recognition
of
any
asset,
liability,
income
or
expenses,
nor
the
information
that
entities
disclose
about
those
items.
Also,
the
amendments
clarify
the
classification
requirements
for
debt
which
may
be
settled
by
the
company
issuing
own
equity
instruments.
These
Amendments
have
not
yet
been
endorsed
by
the
EU.
Management
of
the
Group
and
Company
estimates
that
this
amendment does not have any impact on the financial statements.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
133
•
IFRS
3
Business
Combinations;
IAS
16
Property,
Plant
and
Equipment;
IAS
37
Provisions,
Contingent
Liabilities
and
Contingent
Assets
as
well
as
Annual
Improvements
2018-2020
(Amendments)
The
amendments
are
effective
for
annual
periods
beginning
on
or
after
1
January
2022
with
earlier
application
permitted.
The
IASB
has
issued
narrow-scope
amendments
to
the
IFRS
Standards
as
follows:
•
IFRS
3
Business
Combinations:
Amendments
update
a
reference
in
IFRS
3
to
the
Conceptual
Framework
for
Financial
Reporting
without
changing
the
accounting
requirements for business combinations.
•
IAS
16
Property,
Plant
and
Equipment:
Amendments
prohibit
a
company
from
deducting
from
the
cost
of
property,
plant
and
equipment
amounts
received
from
selling
items
produced
while
the
company
is
preparing
the
asset
for
its
intended
use.
Instead,
a
company will recognise such sales proceeds and related cost in profit or loss.
•
IAS
37
Provisions,
Contingent
Liabilities
and
Contingent
Assets:
Amendments
specify
which
costs
a
company
includes
in
determining
the
cost
of
fulfilling
a
contract
for
the
purpose of assessing whether a contract is onerous.
•
Annual
Improvements
2018-2020
make
minor
amendments
to
IFRS
1
First-time
Adoption
of
International
Financial
Reporting
Standards
,
IFRS
9
Financial
Instruments
,
IAS
41
Agriculture
and
the
Illustrative
Examples
accompanying
IFRS
16
Leases
The amendments have been endorsed by the EU.
•
IFRS 16 Leases-Cοvid 19 Related Rent Concessions (Amendment)
The
amendment
applies,
retrospectively,
to
annual
reporting
periods
beginning
on
or
after
1
June
2020.
Earlier
application
is
permitted,
including
in
financial
statements
not
yet
authorized
for
issue
at
28
May
2020.
IASB
amended
the
standard
to
provide
relief
to
lessees
from
applying
IFRS
16
guidance
on
lease
modification
accounting
for
rent
concessions
arising
as
a
direct
consequence
of
the
covid-19
pandemic.
The
amendment
provides
a
practical
expedient
for
the
lessee
to
account
for
any
change
in
lease
payments
resulting
from
the
covid-19
related
rent
concession
the
same
way
it
would
account
for
the
change
under
IFRS
16,
if
the
change
was
not
a
lease
modification,
only
if
all
of the following conditions are met:
•
The
change
in
lease
payments
results
in
revised
consideration
for
the
lease
that
is
substantially
the
same
as,
or
less
than,
the
consideration
for
the
lease
immediately
preceding
the change.
•
Any
reduction
in
lease
payments
affects
only
payments
originally
due
on
or
before
30
June
2021.
•
There is no substantive change to other terms and conditions of the lease.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
134
•
Interest
Rate
Benchmark
Reform
–
Phase
2
–
IFRS
9,
IAS
39,
IFRS
7,
IFRS
4
and
IFRS
16 (Amendments)
In
August
2020,
the
IASB
published
Interest
Rate
Benchmark
Reform
–
Phase
2,
Amendments
to
IFRS
9,
IAS
39,
IFRS
7,
IFRS
4
and
IFRS
16,
completing
its
work
in
response
to
IBOR
reform.
The
amendments
provide
temporary
reliefs
which
address
the
financial
reporting
effects
when
an
interbank
offered
rate
(IBOR)
is
replaced
with
an
alternative
nearly
risk-free
interest
rate
(RFR).
In
particular,
the
amendments
provide
for
a
practical
expedient
when
accounting
for
changes
in
the
basis
for
determining
the
contractual
cash
flows
of
financial
assets
and
liabilities,
to
require
the
effective
interest
rate
to
be
adjusted,
equivalent
to
a
movement
in
a
market
rate
of
interest.
Also,
the
amendments
introduce
reliefs
from
discontinuing
hedge
relationships
including
a
temporary
relief
from
having
to
meet
the
separately
identifiable
requirement
when
an
RFR
instrument
is
designated
as
a
hedge
of
a
risk
component.
Furthermore,
the
amendments
to
IFRS
4
are
designed
to
allow
insurers
who
are
still
applying
IAS
39
to
obtain
the
same
reliefs
as
those
provided
by
the
amendments
made
to
IFRS
9.
There
are
also
amendments
to
IFRS
7
Financial
Instruments:
Disclosures
to
enable
users
of
financial
statements
to
understand
the
effect
of
interest
rate
benchmark
reform
on
an
entity’s
financial
instruments
and
risk
management
strategy.
The
amendments
are
effective
for
annual
periods
beginning
on
or
after
1
January
2021
with
earlier
application
permitted.
While
application
is
retrospective,
an
entity
is
not
required
to
restate
prior
periods.
Management
of
the
Group
and
Company estimates that this amendment does not have any impact on the financial statements.
3.
Summary of significant accounting policies
The Financial Statements have been prepared in accordance with the following accounting principles:
3.1. Basis of Consolidation
Consolidated
Financial
Statements
comprise
of
the
financial
statements
of
the
parent
Company
and
all
subsidiaries
controlled
by
the
Company.
Control
exists
when
the
parent
company
has
the
power
to
govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The
subsidiaries’
financial
statements
are
prepared
as
of
the
same
reporting
date
and
using
the
same
accounting
policies
as
the
parent
company.
Intra
-
group
transactions
(including
investments
in
related
companies),
balances
and
unrealized
gains
are
eliminated.
Subsidiaries
are
fully
consolidated
from
the
date
that
control
commences
and
cease
to
be
consolidated
from
the
date
that
control
is
transferred
out
of
the
Group.
Any
losses
are
attributed
to
the
non
-
controlling
interest
even
if
that
results
in
a
deficit
balance.
A
change
in
the
ownership
interest
of
a
subsidiary,
is
accounted
for
as
an
equity
transaction.
The
financial
results
of
subsidiaries,
that
are
acquired
or
sold
within
the
year,
are
included
in
the
consolidated
statement
of
comprehensive
income
from
or
up
to
the
date
of
acquisition
or
sale,
respectively.
3.2. Business Combinations and Goodwill
Business
Combination
is
a
transaction
or
another
event
during
which
an
acquirer
takes
over
control
of
Annual Financial Report for the period
1/1/2020 to 31/12/2020
135
one
or
more
businesses.
A
Business
is
a
combination
of
activities
and
assets
that
can
be
leaded
and
managed in order to return profits directly to its owners.
If
the
acquired
assets
do
not
compose
a
business,
the
transaction
or
any
other
fact
are
accounted
as
an
acquisition
of
an
asset
and
the
acquisition
cost
is
allocated
among
assets
and
liabilities
based
on
the
relative fair values during the acquisition date.
Business
Combination
is
accounted
for
using
acquisition
method.
The
cost
of
acquisition
of
a
subsidiary
is
the
fair
value
of
the
assets
contributed,
the
shares
issued
and
the
liabilities
assumed
at
the
transaction
date,
plus
the
amount
of
any
non
-
controlling
interest
in
the
acquiree.
For
each
business
combination,
the
acquirer
measures
the
non
-
controlling
interest
in
the
acquiree
either
at
fair
value
or
at
the
proportionate
share
of
the
acquiree’s
identifiable
net
asset.
Acquisition
costs
are
expensed
when
incurred.
If
the
cost
of
acquisition
is
less
than
the
fair
values
of
the
net
identifiable
assets
acquired,
the
difference
is recorded directly to the income statement.
Goodwill
arising
from
subsidiaries’
acquisitions
is
recorded
as
an
intangible
asset.
Goodwill
is
not
amortized
but
at
least
annually
is
subject
to
impairment
test.
As
a
result,
after
initial
recognition,
goodwill
is
measured
at
cost,
less
any
impairment
losses.
For
the
purpose
of
impairment
testing,
goodwill
acquired
in
a
business
combination
is,
from
the
acquisition
date,
allocated
to
each
cash
generating
unit
that
is
expected
to
benefit
from
the
combination.
The
impairment
test
is
performed
by
comparing
the
recoverable
amount
of
the
cash
generating
unit
to
its
carrying
value
including
the
allocated
goodwill.
The
recoverable
amount
is
the
higher
of
the
fair
value
less
costs
to
sell
and
the
value
in
use.
The
value
in
use
is
determined
via
a
discounted
cash
flow
analysis.
Impairment
losses
relating
to
goodwill
cannot
be reversed in future periods.
Gains
or
losses
arising
from
the
disposal
of
subsidiaries
are
determined
after
taking
into
account
the
goodwill allocated to the disposed unit.
3.3 Investments in subsidiaries
In
the
separate
financial
statements
of
the
parent
Company,
investments
in
subsidiaries
are
accounted
for
at
cost,
less
any
impairment
in
value.
Impairment
tests
are
carried
out
when
there
are
clear
indicators
of impairment, in accordance with IAS 36 "Impairment of Assets".
3.4 Investments in associates
Associates
are
those
entities,
in
which
the
Group
has
significant
influence
but
which
are
neither
a
subsidiary
nor
a
joint
venture
of
the
Group.
A
percentage
holding
from
20%
to
50%
implies
significant
influence.
Such
percentage
holding
indicates
that
company
is
an
associate.
Investments
in
associates
are
accounted
for
using
the
equity
method
based
on
which
the
investment
is
carried
at
cost
plus
post-
acquisition
changes
in
the
Group’s
share
of
net
assets
of
the
associate,
less
provisions
for
any
impairment
in
value.
Goodwill
arising
upon
the
acquisition
of
associates
is
included
in
the
value
of
investment, while any negative goodwill is recorded in the income statement upon acquisition.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
136
The
Group’s
share
in
the
gains
or
losses
of
associates
after
acquisition
is
recognized
in
the
statement
of
comprehensive
income,
while
post
-
acquisition
movements
in
reserves
are
recognized
directly
in
reserves.
In
applying
the
equity
method
of
accounting,
the
Group
appropriately
adjusts
the
financial
statements
of
those
associates
who
are
not
applying
IFRS
so
as
to
comply
with
IFRS
and
be
in
line
with
the
accounting
policies
of
the
Group.
Unrealized
gains
on
transactions
between
the
Group
and
its
associates
are
eliminated
to
the
extent
of
the
Group’s
interest
in
the
associates.
Unrealized
losses
are
eliminated,
unless the transaction provides evidence of impairment of the transferred asset.
When
the
Group’s
participation
to
the
associate’s
losses
equals
or
exceeds
its
investment
in
an
associate,
including
any
other
bad
debts,
the
Group
does
not
recognize
further
losses,
unless
it
has
any
liabilities
or
made
payments
on
behalf
of
the
associate
and
generally
those
arising
from
the
ownership
status.
In
the
separate
financial
statements
of
the
Parent
Company,
investments
in
associates
are
recognized
at
cost less any accumulated impairment losses.
3.5 Segment information
The
Board
of
Directors
of
the
Company
is
the
chief
operating
decision
maker
and
monitors
internal
financial
reporting
information
in
order
to
evaluate
the
performance
of
the
Company
and
the
Group
and
to take decisions about resource allocation.
Management
has
defined
its
segments
based
on
these
internal
reports
according
to
IFRS
8.
The
operating
segments
are
defined
as
those
business
segments
where
the
Group
is
active
and
on
which
the internal information system of the Group is based.
For the categorization by business segment, the following has been taken into account:
•
the nature of products and services,
•
quantitative limitations, required by IFRS 8.
According
to
the
aforementioned,
the
Group
presents
information
by
operating
segment
as
follows
(Note
5):
•
Retail Trading of Home Furniture and Household Goods (IKEA stores).
•
Retail Trading of Sporting Goods (INTERSPORT and TAF stores).
3.6 Foreign currency translation
(a) Functional currency and reporting currency
The
companies
of
the
Group
maintain
their
books
in
the
currency
of
the
financial
environment
in
which
each
company
operates
(functional
currency).
The
consolidated
financial
statements
are
presented
in
Euro’s which is the functional currency of the parent Company.
(b) Transactions and balances
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Transactions
in
foreign
currencies
are
converted
to
the
functional
currency
according
to
the
foreign
exchange
rates
ruling
at
the
date
of
the
transaction.
Foreign
exchange
differences
arising
on
translation
of
monetary
assets
and
liabilities
denominated
in
foreign
currencies
at
the
reporting
date
are
recognized
in
the
statement
of
comprehensive
income.
Foreign
exchange
differences
on
non-monetary
items
carried
at
fair
value
are
considered
as
part
of
the
fair
value
of
those
items
and
are
recorded
together
with
the
fair value adjustments.
(c) Foreign Group Companies
Each
entity
in
the
Group
determines
its
own
functional
currency
and
items
included
in
the
financial
statements
of
each
entity
are
measured
using
the
functional
currency.
The
translation
of
the
financial
statements
of
the
Group’s
companies
which
use
a
different
functional
currency
from
the
parent
company
is performed as follows:
•
Assets
and
liabilities
are
translated
to
Euro
using
the
foreign
exchange
rate
ruling
at
the
date
of
the Statement of Financial Position.
•
Equity is translated using the foreign exchange rates valid on the date they arose.
•
Income
and
expenses
are
translated
using
the
average
foreign
exchange
rate
of
the
period
and
on
an annual basis according to the average foreign exchange rate of the last twelve (12) months.
•
The
resulting
foreign
exchange
differences
(gains/losses)
are
recognized
in
other
comprehensive
income
and
in
Foreign
Exchange
differences
from
Statement
of
Financial
Position
translation
Reserve.
When
subsidiaries
operating
in
foreign
countries
are
sold,
accumulated
foreign
exchange
differences
existing
in
the
Foreign
Exchange
differences
from
Statement
of
Financial
Position
translation
Reserve
are
recognized
in
income
statement
as
gains
or
losses
from
investments
sales.
Goodwill
and
adjustments
to
fair
values
upon
an
acquisition
of
a
foreign
operation
are
treated
as
assets
and
liabilities
of
the
foreign
operation
and
are
translated
at
the
closing
rate
of
the
date
of
the
Statement
of Financial Position and foreign exchange differences are recognized in equity.
3.7 Property, plant and equipment
Property, plant and equipment are measured, by category, as follows:
•
All
categories
of
property,
plant
and
equipment
are
stated
at
cost
less
accumulated
depreciation
and any impairment losses.
•
Cost
includes
all
directly
attributable
costs
for
the
acquisition
of
the
items
of
property,
plant
and
equipment.
These
costs
include
borrowing
costs
of
loans
drawn
to
finance
the
acquisition
or
construction
of
assets
which
are
capitalized
until
the
date
when
the
assets
are
ready
for
their
intended use.
Significant
subsequent
additions
and
improvements
are
recognized
as
part
of
the
cost
of
the
asset
when
they
increase
the
useful
life
and
/
or
the
productive
capacity
of
investment’s
value.
Costs
for
repairs
and
maintenance are recognized in the income statement as an expense as incurred.
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Upon
disposal
of
an
item
of
property,
plant
and
equipment,
the
difference
between
the
consideration
received and the carrying value is recorded as gain or loss in the Income Statement.
Depreciation
is
calculated
on
a
straight
-
line
basis
over
the
estimated
useful
life
of
the
assets.
Useful
lives are reviewed on an annual basis.
The
estimated
useful
lives
of
the
Group’s
property
plant
and
equipment,
except
of
the
land
that
is
not
depreciated, are as follows:
Buildings - Building installations (owned premises)
Buildings on third party land
Owner
-
occupied
buildings
or
buildings
whose
use
has
not
yet
been
determined
and
which
are
under
construction
are
recorded
at
cost
less
any
impairment
losses.
This
cost
includes
professional
compensations
and
borrowing
costs.
The
depreciation
of
that
owner
-
occupied
buildings
begins
from
the time the buildings are ready for use.
3.8 Investment property
Investment
property
is
measured
initially
at
cost,
including
transaction
costs.
Subsequent
to
initial
recognition,
investment
property
is
stated
at
fair
value,
which
is
evaluated
annually.
In
case
of
owner
occupation,
the
investment
property
is
derecognized
and
transferred
to
property,
plant
and
equipment
at
fair
value
on
the
transfer
date.
The
carrying
value
of
investment
property
reflects
the
market
conditions
at
the
reporting
date.
Gains
or
losses
arising
from
changes
in
the
fair
values
of
investment
property fair value are recognized in the Income Statement of the period they occur.
3.9 Intangible assets
The
intangible
assets
of
the
Group
(excluding
goodwill)
are
depreciated
over
their
useful
life
which
is
annually reviewed.
•
Royalties
Trademarks
and
licenses
are
valued
at
cost
less
amortization.
Amortization
is
charged
to
the
income
statement
on
a
straight
-
line
basis
over
the
estimated
useful
lives,
which
have
been
determined
from
5
to 20 years.
•
Software - Other intangible assets
Software
licenses
are
valued
at
cost
less
amortization.
Amortization
is
charged
on
a
straight
-
line
basis
over the estimated useful lives and the depreciation rate is 15%.
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Expenditure
on
development
and
maintenance
of
software
is
expensed
as
incurred.
Expenditure
of
development
activities
for
the
production
of
new
or
substantially
improved
software
(in
-
house
developments),
is
recognized
as
intangible
assets
when
the
following
criteria
are
met:
a)
when
a
specific
asset
is
created,
b)
when
it
can
be
demonstrated
that
the
intangible
asset
will
generate
probable
future
economic
benefits
and
c)
when
the
expenditures
of
development
can
be
measured
reliably.
Such
expenditures
include
also
labor
costs
and
an
appropriate
proportion
of
overheads.
In
case
of
software
replacement,
while
the
old
one
is
no
longer
in
use,
intangible
asset
is
permanently
deleted
from
the
register and the net book value burdens the income statement.
Costs
incurred
for
performing
software
upgrades,
are
capitalized
and
the
new
gross
value
forms
the
depreciable amount.
3.10 Impairment of non - financial assets except Goodwill
Property,
plant
and
equipment
is
constantly
tested
in
order
to
define
if
there
are
indications
which
show
that
its
book
value
exceeds
their
recoverable
value.
The
Group
considers,
for
impairment
test
purposes,
that
each
store
is
a
cash
generating
unit
(CGU).
In
cases
where
property,
plant
and
equipment
is
part
of
CGU,
such
as
a
store
and
there
are
impairment
indications
which
could
lead
to
the
conclusion
that
its
book
value
exceeds
their
recoverable
value,
the
recoverable
amount
of
the
CGU
is
determined
by
the
calculation
of
value
in
use.
Value
in
use
is
calculated
by
implementing
the
cash
flow
discount
method,
taking
into
consideration
Management’s
estimations
as
presented
in
business
plans
of
timeline
5-7
years.
Any
contingent
impairment
is
determined
as
the
excess
amount
of
book
value
compared
to
value
in
use
and
is
registered
in
income
statement.
The
loss-making
operating
result
of
stores
was
considered
as
indication
of
possible
impairment
and
wherever
there
was
existence
of
such
indication,
an
impairment
test
was
implemented.
Specifically,
for
INTERSPORT
stores
in
Turkey,
in
addition
to
the
loss-making
operating
result
of
the
stores,
the
significant
devaluation
of
TRY
also
contributed
to
the
evaluation
of
the indications.
The
carrying
amounts
of
all
Group’s
assets
are
reviewed
for
possible
impairment
when
there
is
indication
that
the
book
value
can’t
be
recovered
i.e.
when
the
book
value
is
higher
than
the
recoverable
amount
from their use or sale.
The
recoverable
value
is
the
greater
of
the
fair
value
less
costs
to
sell
and
the
value
in
use.
In
assessing
value
in
use,
the
estimated
future
cash
flows
are
discounted
to
their
present
value
using
a
pre
-
tax
discount
rate
that
reflects
current
market
assessments
of
the
time
value
of
money
and
the
risks
specific
to
the
asset.
If
the
recoverable
value
is
less
than
the
carrying
value,
then
the
net
book
value
is
reduced
to the recoverable value.
Impairment
losses
are
expensed
as
incurred
in
the
Statement
of
Income,
except
if
the
asset
has
been
revalued,
then
the
impairment
loss
reduces
the
related
revaluation
reserve.
An
assessment
is
made
at
each
reporting
date
as
to
whether
there
is
any
indication
that
previously
recognized
impairment
losses
Annual Financial Report for the period
1/1/2020 to 31/12/2020
140
may
no
longer
exists
of
have
decreased.
If
such
indication
exists,
the
Group
estimates
the
asset’s
recoverable
amount.
When
in
a
subsequent
period,
the
impairment
loss
should
be
reversed;
the
carrying
value
of
the
asset
is
increased
to
the
level
of
the
revised
estimation
of
recoverable
amount.
The
new
net
book
value
should
not
exceed
the
net
book
value
that
would
have
been
determined
if
the
impairment
losses had not been accounted in previous periods.
3.11 Current / Non-current assets and liabilities: classification
The
Group
presents
the
assets
and
liabilities
in
statement
of
financial
position
based
on
the
classification
as current / non-current.
An asset is classified as current when:
•
It is expected to take place or its sale / consumption has been predicted within the next period
•
It is mainly maintained for trading purposes
•
It is expected to take place within twelve months since the reference period.
Or
it
is
cash
or
cash
equivalent,
unless
they
have
been
eliminated
from
the
exchange
or
their
use
in
order to settle a liability for at least 12 months after the reference period.
All other assets are classified as non-current.
A liability is current when:
•
It is expected to be settled within the next operation year
•
It is mainly maintained for trading purposes
•
It is clarified that it will be settled within 12 months after the reference period.
There
is
no
unconditional
right
to
postpone
the
solution
of
a
liability
for
at
least
12
months
after
the
reference period.
The
liability
terms
which
could,
upon
the
selection
of
the
counter-party,
lead
to
its
settlement,
by
issuing
financial products, do not affect its classification.
The Group classifies all its other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
3.12 Financial instruments – initial recognition and measurement
IFRS 9 Financial Instruments
Classification and measurement of financial assets:
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141
According
to
IFRS
9,
financial
assets
are
measured
at
fair
value
plus,
in
the
case
of
financial
assets
not
measured
at
fair
value
through
profit
and
loss
(Fair
Value
through
Profit
and
Loss
–
FVPL),
the
transaction
cost.
Debt
instruments
are
measured
subsequently
at
fair
value,
through
profit
and
loss,
at
amortized
cost
or
fair
value
through
other
comprehensive
income
(Fair
Value
through
Other
Comprehensive
Income
–
FVOCI).
Classification
criteria
of
financial
assets
are
two:
a)
business
model
of
financial
assets
management
implemented
by
the
Group
and
b)
the
financial
asset
(as
a
whole)
give
rise
to
cash
flows
that
are
solely
payments
of
principal
and
interest
on
the
principal
amounts
outstanding
(SPPI test - Solely Payments for Principal and Interest).
Other financial assets are classified and subsequently measured as follows:
Group’s
investments
in
equity
instruments
are
classified
at
fair
value
through
other
comprehensive
income,
without
re-recognition
of
earnings
or
losses
in
profit
and
loss
with
the
de-recognition.
The
Group’s
aims
to
maintain
these
equity
instruments
for
the
near
future
and
irrevocably
decided
to
classify
them
at
fair
value
through
other
comprehensive
income
after
the
initial
recognition
or
transaction.
According
to
IFRS
9,
equity
instruments
measured
at
fair
value
through
other
comprehensive
income
are not subject to impairment test.
3.13 Impairment of financial assets
The
Group
assesses
at
each
reporting
date
whether
a
financial
asset
or
group
of
financial
assets
is
impaired.
Assets carried at amortized cost
If
there
is
objective
evidence
that
an
impairment
loss
on
loans
and
receivables
carried
at
amortized
cost
has
incurred,
the
amount
of
the
loss
is
measured
as
the
difference
between
the
asset's
carrying
amount
and
the
present
value
of
estimated
future
cash
flows
(excluding
future
credit
losses
that
have
not
been
incurred).
The
cash
flows
are
discounted
using
the
financial
asset's
original
effective
interest
rate
(i.e.
the
effective
interest
rate
computed
at
initial
recognition).
The
carrying
amount
of
the
asset
is
reduced
either through deletion or through use of a provision.
The
present
value
of
the
financial
asset
is
reduced
through
use
of
a
provision
and
loss
is
recognized
in
profit
or
loss
statement.
The
Group
first
assesses
whether
objective
evidence
of
impairment
exists
individually
for
financial
assets
that
are
individually
significant,
and
individually
or
collectively
for
financial
assets
that
are
not
individually
significant.
If
it
is
determined
that
no
objective
evidence
of
impairment
exists
for
an
individually
assessed
financial
asset,
whether
significant
or
not,
the
asset
is
included
in
a
group of financial assets with similar credit risk characteristics.
Assets
that
are
individually
assessed
for
impairment
and
for
which
an
impairment
loss
is
or
continues
to
be
recognized
are
not
included
in
a
collective
assessment
of
impairment.
If,
in
a
subsequent
period,
the
amount
of
the
impairment
loss
decreases
and
the
decrease
can
be
related
objectively
to
an
event
occurring
after
the
impairment
was
recognized,
the
previously
recognized
impairment
loss
is
reversed.
Any
subsequent
reversal
of
an
impairment
loss
is
recognized
in
the
income
statement,
to
the
extent
that
Annual Financial Report for the period
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142
the carrying value of the asset does not exceed its amortized cost at the reversal date.
Trade receivables (Note 14)
For
trade
receivables
the
Group
implements
simplified
approach
for
the
calculation
of
credit
losses
ECL.
Therefore
the
Group
does
not
monitor
changes
in
credit
risk,
but
recognizes
a
percentage
of
losses
which
is
based
on
ECL
at
every
reporting
period.
The
Group
has
conducted
a
provisions
table
based
on
historical
experience
of
credit
losses,
adjusted
with
future
factors
appropriate
for
debtors
and
economic
environment.
3.14 Inventory
Inventory
(goods)
is
valued
at
the
lower
of
cost
or
net
realizable
value.
Cost
is
determined
by
using
the
weighted
average
method.
The
net
realizable
value
is
the
estimated
sales
price
at
the
ordinary
operation
of
the
company
less
any
costs
to
sell
having
in
mind
seasonality
and
other
conditions.
The
cost
of
inventory does not include any financial expenses.
3.15 Trade receivables
Trade
receivables
are
recognized
initially
at
fair
value
and
they
are
subsequently
valuated
at
the
amortized cost by using the effective interest rate method, less provision for impairment.
When
there
is
evidence
of
impairment
of
receivables,
the
carrying
value
is
reduced
to
its
recoverable
amount,
which
is
the
present
value
of
expected
future
cash
flows
discounted
at
the
initial
effective
interest rate. Then, the interest is calculated at the same rate on the impaired (new book) value.
3.16 Cash and cash equivalent
Cash
and
cash
equivalents
include
cash
at
banks
and
on
hand,
as
well
as
short
term
(up
to
3
months)
investments of high liquidation and low risk.
3.17
Assets held for sale and discontinued operation
Assets
held
for
sale
and
discontinued
operation
are
valued
at
the
lower
price
between
carrying
amount
and fair value less costs to sell.
Any
possible
fair
value
increase
in
a
subsequent
valuation
is
registered
in
Profit
and
loss
but
for
amounts
not
bigger
than
the
initially
registered
impairment
loss.
Since
the
date
on
which
an
asset
is
classified
as
held
for
sale,
this
asset
is
no
longer
depreciated
or
amortized.
Before
their
classification,
an
impairment
test
for
these
specific
assets
takes
place
and
it
is
tested
if
they
compose
a
single
cash
generating
unit.
Assets
of
Note
9,
compose
a
CGU
mainly
because
altogether
they
can
be
contributed
in
TRADE
ESTATES
S.A. Real Estate Investment Company.
Assets
held
for
sale
are
classified
as
such,
provided
that
their
carrying
value
will
be
mainly
recovered
through
sale
rather
than
through
continuing
use.
This
condition
is
considered
valid
only
when
the
sale
is
highly
probable
and
the
asset
is
available
for
immediate
sale
at
its
current
condition.
In
order
for
the
sale
to
be
very
possible,
the
management
must
have
a
plan
for
the
sale
of
the
asset
(or
the
group
of
Annual Financial Report for the period
1/1/2020 to 31/12/2020
143
assets)
and
must
be
committed
to
this,
while
an
active
plan
has
been
initiated
so
as
to
find
a
buyer
and
complete
the
program.
Moreover,
active
efforts
must
be
done
in
order
to
sell
the
asset
(or
group
of
assets)
in
a
reasonable
price
compared
to
its
current
fair
value.
Also,
the
Management
must
have
proceeded
its
actions
for
the
sale
at
such
point
so
as
to
be
expected
to
be
completed
either
based
on
stipulated by contractual time commitment or within a year from classification date.
A
discontinued
operation
is
an
integral
part
of
a
financial
entity
that
either
has
been
sold
or
has
been
classified as held for sale and:
a)
represents a separate major part of business operations or a geographical area of operations,
b)
is
part
of
a
single,
coordinated
divestment
program
of
a
great
part
of
operations
or
a
geographical
area of operations or
c)
is a subsidiary acquired exclusively with the prospect to be resold.
3.18 Share Capital
Direct
costs
incurred
for
increases
in
share
capital
are
recorded,
net
of
related
income
taxes,
against
the
share
premium
reserve.
The
cost
of
treasury
shares
net
of
any
related
income
tax,
is
recorded
as
a
reduction
of
equity,
until
these
shares
are
sold
or
cancelled.
Any
gain
or
loss
on
sale
of
treasury
shares,
net
of
direct
transaction
costs
and
any
related
income
tax,
is
recorded
as
a
reserve
account
under
equity.
3.19 Loans
Loans
are
initially
recorded
at
their
fair
value
less
any
direct
costs
related
to
the
transaction.
After
initial
recognition,
they
are
subsequently
measured
at
amortized
cost
using
the
effective
interest
rate
method.
Interest
and
related
expenses
on
loans
taken
for
purchase
or
construction
of
fixed
assets
are
capitalized.
Capitalization
of
borrowing
costs
ceases
when
the
asset
is
ready
for
its
intended
use.
In
case
of
borrowing
specifically
for
the
purpose
of
constructing
or
acquiring
an
asset,
the
borrowing
costs
related
to
the
loan
agreement
are
directly
capitalized.
Otherwise,
in
order
to
determine
the
part
of
the
loan
related
with
that
fixed
asset,
a
method
is
implemented
to
determine
the
proportion
of
the
capitalized
interest
and
the
proportion
of
the
interest
which
will
be
recorded
to
the
statement
of
comprehensive
income
as
an
expense.
Revenues,
occurred
as
a
result
of
investing
part
of
a
loan
taken
for
construction
of a fixed asset, reduce the amount of borrowing costs capitalized.
Loan
expenses
paid
upon
signing
of
new
credits
are
recognized
as
loan
expenses
if
part
or
total
of
the
new
credit
line
is
received.
In
that
case,
they
are
registered
as
future
loan
expenses
until
the
loan
is
received.
If
the
new
loans
are
not
used,
partly
or
fully,
then
these
expenses
are
included
in
prepaid
expenses and are recognized in income statement during the period of the relevant credit line.
3.20 Derivative financial instruments and hedge accounting
The
Group
uses
derivative
financial
instruments
to
mitigate
the
risk
arising
from
fluctuations
in
interest
rates
(Note
22).
Such
derivative
financial
instruments
are
initially
recognized
at
fair
value
on
the
date
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1/1/2020 to 31/12/2020
144
on
which
a
derivative
contract
is
entered
into
and
are
subsequently
measured
at
fair
value.
Any
gains
or
losses
arising
from
changes
in
fair
value
on
derivatives
that
do
not
qualify
for
hedge
accounting
are
taken directly to the income statement of the current year.
The
effective
part
of
hedges
that
qualify
for
hedge
accounting
is
recognized
directly
to
equity
if
it
is
related
to
cash
flow
hedges
while
the
ineffective
part
is
charged
to
the
consolidated
income
statement,
while
the
non
-
effective
part
is
recognized
in
the
statement
of
comprehensive
income.
If
the
hedge
is
related
to
effective
fair
value
hedges,
the
gain
or
loss
from
re-measuring
the
derivative
hedging
instrument
at
fair
value
is
recognized
in
profit
or
loss
and
the
gain
or
loss
on
the
hedged
item
attributable
to
the
hedged
risk
adjusts
the
carrying
amount
of
the
hedged
item
and
is
also
recognized
in
profit
or
loss.
Under
cash
flow
hedge
accounting,
when
the
hedged
firm
commitment
results
in
the
recognition
of
non
-
financial
asset
or
a
non
-
financial
liability,
then,
at
the
time
the
asset
or
liability
is
recognized
the
associated
gains
or
losses
that
had
previously
been
recognized
in
equity
are
included
in
the
initial
measurement
of
the
acquisition
cost
or
other
carrying
amount
of
the
asset
or
liability.
For
all
other
cash
flow
hedges,
the
gains
or
losses
that
are
recognized
in
equity
are
transferred
to
the
income
statement
in
the
same
year
in
which
the
hedged
firm
commitment
affects
the
statement
of
comprehensive
income.
The
new
requirements
regarding
hedge
accounting
have
improved
hedging
instruments
accounting
through
risk
management
measures
implemented
by
the
Group
and
therefore,
the
number
of
hedge
relationships,
which
meet
the
criteria
for
the
implementation
of
hedge
accounting,
is
expected
to
increase.
On
the
date
of
the
initial
implementation,
all
Group’s
current
hedge
relationships
would
be
recognized
as
ongoing
hedge
relationships.
Following
the
implementation
of
IFRS
9,
the
Group
recognizes
changes
in
time
value
of
stock
options
as
deferred
amount
at
a
new
reserve
“hedge
accounting”
within
the
Group’s
equity.
Deferred
amounts
are
recognized
against
relevant
the
hedge
transaction
when
it
occurs.
However,
since
the
amounts
were
insubstantial,
no
change
occurred
at
the
comparative basis.
3.21 Current and Deferred Tax
Taxes recorded in income statement include both current and deferred taxes.
Current
income
tax
is
recognized
in
income
statement,
except
to
the
extent
that
it
relates
to
items
recognized
directly
in
equity.
Current
income
taxes
include
the
current
liabilities
and/
or
assets,
to
or
from
the
tax
authorities,
relating
to
the
taxes
payable
on
the
taxable
income
of
the
period.
Current
taxes
are
increased
by
any
income
taxes
related
to
provisions
for
tax
differences
or
additional
taxes
which
are
imposed by the tax authorities upon audit of the unaudited tax years.
Deferred
tax
assets
and
liabilities
are
measured
at
the
tax
rates
which
are
expected
to
apply
in
the
year
where
the
asset
or
liability
will
be
settled,
taking
into
account
the
tax
rates
(and
tax
laws)
that
have
been enacted or are virtually applicable at the reporting date.
Deferred
taxes
arise
on
temporary
differences
between
the
recognition
of
assets
and
liabilities
for
tax
Annual Financial Report for the period
1/1/2020 to 31/12/2020
145
purposes
and
those
for
the
purposes
of
preparation
of
the
financial
statements.
Deferred
tax
is
calculated
using
the
liability
method
on
all
taxable
temporary
differences
at
the
reporting
date,
between
the
tax
basis and book value of assets and liabilities.
The
expected
tax
effects
of
temporary
tax
differences
are
recognized
either
as
future
(deferred)
tax
liabilities
or
as
deferred
tax
assets.
In
case
of
an
inability
to
accurately
measure
temporary
tax
differences,
the
initial
recognition
is
made
based
on
estimation
of
the
reversal
time
and
such
estimation
is reviewed each year.
Deferred
tax
assets
are
recognized
for
deductible
temporary
differences
and
unused
tax
losses,
to
the
extent
that
it
is
probable
that
sufficient
future
taxable
income
will
be
available
against
which
the
unused
tax
losses
and
tax
credits
can
be
used
or
sufficient
taxable
deductible
temporary
differences
that
incur
in
the
same
company
and
will
be
recovered.
Significant
judgement
is
required
by
the
Management
in
order
to
define
the
value
of
deferred
tax
assets
which
can
be
recognized
having
in
mind
the
future
tax
incomes as well as the tax plan of the Group.
The Group sets off deferred tax assets and deferred tax liabilities only if:
•
it has a legal right to set off current tax receivables against current tax payables and
•
deferred
tax
assets
and
deferred
tax
liabilities
relate
to
income
tax
imposed
by
the
same
tax
authority.
As
a
result
deferred
tax
assets
and
liabilities
are
presented
on
a
net
basis
in
the
separate
financial
statements
of
the
Company
while
such
items
are
presented
separately
in
the
consolidated
accounts
of
the Group.
If
the
deferred
income
tax
arises
from
initial
recognition
of
an
asset
or
liability
in
a
transaction
other
than
business
combination,
then
it
does
not
affect
the
neither
the
accounting
nor
the
taxable
profit
or
loss and therefore it is not taken into account.
The tax rates in the countries that the Group operates for the year 2020 are presented below:
% Income Tax/ Deferred Tax
3.22 Employee Benefits
Employee benefits are:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
146
a) Short term benefits
Short term benefits to employees in money or in kind are recorded as an expense as they accrue.
b) Post
-
retirement benefits
Companies
of
the
Group
pay
retirement
compensation
to
their
employees.
Such
compensation
varies
in
relation
to
the
employees’
years
of
service
and
salary
payable
at
the
time
of
retirement
and
is
accounted
for
as
a
defined
benefit
plan.
Post
-
retirement
obligations
are
calculated
at
the
present
value
of
future
employee
benefits
accrued
as
at
the
end
of
the
reporting
period,
based
on
the
benefits
to
be
earned
over
their
expected
labor
life.
The
above
mentioned
obligations
are
calculated
based
on
actuarial
valuation
methods
and
are
determined
using
the
Projected
Unit
Method.
Net
costs
of
the
period
are
included
in
the
attached
statement
of
comprehensive
income
and
consist
of
the
present
value
of
the
employee
benefits
that
were
accrued
during
the
current
year,
the
interest
derived
from
the
employee
benefit
obligation
and
the
actuarial
gains
and
losses
which
are
recognised
in
full
in
the
period
in
which
they
occur
in
the
comprehensive
income
and
they
are
not
transferred
in
income
statement
in
next
periods.
Full
yield
curve
method
is
used
for
the
definition
of
the
discount
interest
rate
in
the
calculation
of the present value of the employee benefits.
c) State insurance programs
The
employees
of
the
Greek
subsidiaries
of
the
Group
are
covered,
in
terms
of
insurance
programs,
mainly
through
the
Social
Insurance
Institution
(EFKA)
the
largest
Social
Security
Organization
of
the
private
sector,
which
supplies
pension
and
medical
coverage.
Every
employee
is
obliged
to
participate
partially,
through
his
salary,
in
the
costs
of
the
insurance
program,
while
the
remaining
cost
is
covered
by
the
Group.
Upon
retirement,
the
pension
fund
is
responsible
to
cover
the
obligation
of
pensions
and
retirement
benefits
to
the
employees.
As
a
consequence
the
Group
does
not
have
any
other
legal
or
future
obligation
to
cover
future
employee
benefits
according
to
this
pension
program.
This
program
is
considered
and
accounted
for
as
a
defined
contribution
plan
whereby
the
accrued
social
security
contributions are recorded as an expense in the financial period in which they are incurred.
d) Private insurance programs
Every
full
time
employee
of
the
Group
belonging
to
the
management
team,
according
to
the
internal
company
policy,
is
covered
by
a
private
insurance
pension
and
other
benefits
program.
The
Group
covers,
the
contract
defined
fees,
while
the
financial
management
of
the
program
is
performed
by
the
Insurance
Firm.
This
program
is
considered
and
accounted
for
as
a
defined
contribution
plan
whereby
the accrued cost of the insurance fees is recorded as expense in the period in which they are incurred.
e) Stock option plan (IFRS 2)
The
Company
intends
to
attract,
retain
and
incentivise
the
executives
of
the
Company
and
the
executives
of
its
subsidiaries
and
affiliated
companies,
as
through
the
Stock
Options
plan,
the
participants
have
a
Annual Financial Report for the period
1/1/2020 to 31/12/2020
147
direct
equity
interest
in
the
Company
which
link
their
performance
to
the
Company’s
future
performance
and the increase of shareholder value. This program regards equity shares transactions.
The
Company
makes
decisions
regarding
the
implementation
of
the
Stock
Option
Plan
–
to
executives
of
the
Company
and
its
subsidiaries
and
affiliates
in
compliance
with
par.5
of
Art.42e
of
Law
2190/1920.
A
basic
condition
for
participation
in
the
Stock
Options
plan
is
the
salaried
working
relationship
of
executives
with
the
Company
or
its
subsidiaries
and
affiliates.
The
cost
of
equity
settled
transactions
is
measured
by
reference
to
the
fair
values
at
the
date
in
which
they
are
granted
and
is
recognized
as
an
expense
over
the
period
from
grant
date
to
maturity
date
of
the
options
with
a
concurrent
increase
in
equity.
In
the
separate
financial
statements
of
the
Company
it
is
recognized
as
an
increase
in
participation in subsidiaries.
The
program
takes
into
account
the
following
variables:
Exercise
price,
Share
price
at
grant
date,
Grant
Date, M
aturity date(s) of rights,
Expected Stock Volatility, Dividend Yield, Risk Free Rate.
3.23 Government grants
Government
grants
are
recognized
where
there
is
reasonable
assurance
that
the
grant
will
be
received
and
all
attached
conditions
will
be
complied
with.
When
the
grant
relates
to
an
asset,
it
is
recognized
as
other
non-current
liabilities
and
amortized
over
the
expected
useful
life
of
the
related
asset.
Such
amortization is presented in other income in Statement of Comprehensive Income.
3.24 Contingent liabilities and Provisions
Provisions
are
recognized
when
the
Group
has
a
present
legal,
contractual
or
constructive
obligation
as
a
result
of
past
events
and
it
is
probable
that
an
outflow
of
resources
embodying
economic
benefits
will
be
required
to
settle
this
obligation,
and
a
reliable
estimate
of
the
amount
of
the
obligation
can
be
made.
Provisions
are
reviewed
at
each
reporting
date
and
adjusted
to
reflect
the
present
value
of
the
expense
expected to be required to settle the liability.
Contingent
liabilities
and
assets
are
not
recognized
in
the
financial
statements
but
are
disclosed
unless
there is a probability of financial outflow or inflow.
3.25 Revenue and expense recognition
Revenue
is
measured
at
the
fair
value
of
sales
of
goods
and
provision
of
services,
net
of
Value
Added
Tax, discounts and returns. Inter - company
revenues are eliminated.
The recognition of revenue is accounted for as follows:
•
Sales
of
goods
and
revenue
from
contracts
with
customers:
Sales
of
goods
are
recognized
when
the
Group
invoices
and
delivers
the
goods
to
the
customers
and
the
goods
are
accepted
by
them.
Retail
sales
are
through
cash
payments
or
through
credit
cards.
In
these
cases
the
income
recorded
is
the
amount
received
by
the
customer.
IFRS
15
establishes
a
5-step
model
implemented
for
income
arising
from
a
contract
with
a
customer
(with
limited
exceptions),
regardless
the
type
of
Annual Financial Report for the period
1/1/2020 to 31/12/2020
148
income
transaction
or
segment.
The
standard
applies
also
for
the
recognition
and
measurement
of
profit
and
loss
from
the
sale
of
non-financial
assets
which
are
not
included
in
the
ordinary
operation
of
the
Group
(e.g.
sales
of
tangible
or
intangible
assets).
It
requires
that
entities
must
allocate
the
transaction
price
from
contracts
to
distinctive
promises,
namely
execution
liabilities,
based
on
standalone
selling
prices,
according
to
five-step
model.
Afterwards,
the
income
is
recognized
when
the
entity
satisfies
execution
liabilities,
namely
when
it
transfers
goods
or
services
which
are
determined in the contract at the customer.
The
standard
is
based
on
the
principle
that
the
income
is
recognized
when
control
of
a
product
or
service
is
transferred
to
the
customer.
The
Group
operates
in
retail
trading
of
furniture
and
household
goods
and
sporting
goods.
According
to
IFRS
15,
Revenue
from
contracts
with
customers,
the
Group
recognizes
revenue
when
control
of
the
products
is
transferred,
being
when
the
products
are
delivered
to
the
customer.
Therefore,
the
adoption
of
IFRS
15
did
not
have
an
impact
at
the
time
of
the
revenue
recognition.
Net
sales
revenue
is
measured
at
fair
value
of
the
amount
received.
Net
sales
revenue
exclude
amounts
collected
by
third
parties
such
as
value
added
taxes, as these are not included in the transaction price.
However,
future
discounts
related
to
customer
loyalty
programs
of
the
Group’s
companies
create
a
right
which
must
be
recognized
when
exercised
or
expired,
only
if
it
is
considered
substantial
and
the
customer
would
not
acquire
it
if
the
initial
transaction
was
not
implemented.
The
Group
provides
discounts
to
its
customers
based
on
the
points
gathered
from
transactions
made
by
using
the
customer
loyalty
program
card.
All
these
discounts
are
settled
within
18
to
24
months
depending
on
the
program.
According
to
the
requirements
of
the
standard,
the
Group
estimates
that
these
discounts
represent
substantial
right
for
customers,
create
obligation
for
execution
and
therefore
part
of
the
income
of
each
transaction
which
corresponds
to
this
right
will
be
recognized
when
exercised
(fulfilment
of
obligation)
or
expired.
IFRS
15
neither
excludes
nor
defines
a
specific
methodology
for
the
estimation
of
the
price
of
the
point
gathered
as
long
as
the
estimation
composes
a
reliable
reflection
of
the
price
at
which
the
Group
would
provide
separately
this
product
to the customer.
•
Provision
of
services:
The
income
from
provision
of
services
is
recorded
in
the
period
in
which
the
services are provided, based on the stage of completion of the provided service.
•
Interest
income:
Interest
income
is
recognized
proportionally
in
time
and
by
using
the
effective
interest rate.
•
Dividends:
Dividends
are
recorded
as
income
when
the
right
to
collect
vests
which
is
upon
the
decision
of
the
General
Assembly
(ordinary
or
extraordinary).
Expenses
are
recognized
in
the
statement of comprehensive income as accrued.
•
Advertising
costs:
Advertising
costs
are
expensed
as
incurred
and
are
included
in
distribution
expenses.
•
Borrowing
costs:
Underwriters
costs,
legal
and
other
direct
costs
incurred
during
the
issue
of
long
Annual Financial Report for the period
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term
loans
are
deducted
from
the
loan
balances
and
are
recorded
to
the
statement
of
comprehensive
income
based
on
the
effective
interest
rate
method
over
the
duration
of
the
loan.
Borrowing
cost
is
recognized
as
an
expense
during
the
issue
period,
except
of
the
case
that
Group
capitalizes borrowing costs according to IAS 23.
3.26 Leases
Leases
in
which
all
the
risks
and
benefits
of
the
property
remain
with
the
lessor
are
recorded
as
finance
leases. All the other leasing contracts are recorded as operating leases.
•
Group
as
a
Lessor:
Income
from
operating
leasing
is
recognized
as
income
on
a
straight
-
line
basis
over the lease term.
•
Group
as
a
Lessee:
The
Group
as
a
Lessor
has
only
operating
leasing.
In
more
details,
on
the
beginning
date
of
the
leasing
period,
a
right
of
use
asset
and
a
liability
are
recognized
by
calculating
present
value
of
leases
which
remain
unpaid,
discounted
with
leasing
interest
rate
(interest
rate
which
would
be
accepted
by
the
lessee
in
order
to
be
loaned
all
necessary
funds
with
similar
terms).
The
Group
determines
the
leasing
duration
as
the
contractual
leasing
duration,
including
the
period
which
is
covered
by
a)
the
right
to
extend
leasing
if
it
is
almost
sure
that
it
will
be
exercised,
or
b)
the
right
to
terminate
the
contract
if
it
is
almost
sure
that
it
will
not
be
exercised.
The
Group
implements
a
single
discount
rate
at
each
leasing
category
with
similar
characteristics
(as
leasing
with
similar
duration,
assets
and
economic
environment).
Afterwards,
the
asset
is
measured
at
cost
less
depreciation
and
any
impairment
losses
while,
the
liability
is
measured
by
increasing
book
value
with interest expenses on the liability and by decreasing book value with leases payments.
3.27 Offsetting of financial assets and liabilities
Financial
assets
and
liabilities
are
not
offset
in
the
financial
statements
unless
there
is
a
legal
right
of
set
-
off
and
intention
for
settlement
of
the
net
amount
or
settlement
of
the
asset
and
liability
simultaneously.
3.28 Derecognition of financial assets and liabilities
Financial Assets
A
financial
asset
(or,
where
applicable
a
part
of
a
financial
asset
or
part
of
a
group
of
similar
financial
assets) is derecognized where:
•
the rights to receive cash flows from the asset have expired,
•
the
Group
or
the
Company
has
transferred
its
right
to
receive
cash
flows
from
the
asset
or
has
assumed
an
obligation
to
pay
them
in
full
without
material
delay
under
a
“pass
-
through”
arrangement
and
either
(a)
has
transferred
substantially
all
the
risks
and
rewards
of
the
assets,
or
(b)
has
neither
transferred
nor
retained
substantially
all
the
risks
and
rewards
of
the
asset,
but
has
transferred control of the asset.
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Where
the
Group
or
the
Company
has
transferred
its
rights
to
receive
cash
flows
from
an
asset
and
has
neither
transferred
nor
retained
substantially
all
the
risks
and
rewards
of
the
asset
nor
transferred
control
of
the
asset,
the
asset
is
recognized
to
the
extent
of
the
Group’s
or
Company’s
continuing
involvement
in
the
asset.
Continuing
involvement
that
takes
the
form
of
a
guarantee
over
the
transferred
asset
is
measured
at
the
lower
of
the
original
carrying
amount
of
the
asset
and
the
maximum
amount
of
consideration that the Group or Company could be required to repay.
Financial liabilities
A
financial
liability
is
derecognized
when
the
obligation
under
the
liability
is
discharged
or
cancelled
or
expires.
Where
an
existing
financial
liability
is
replaced
by
another
from
the
same
lender
on
substantially
different
terms,
or
the
terms
of
an
existing
liability
are
substantially
modified,
such
an
exchange
or
modification
is
treated
as
a
derecognition
of
the
original
liability
and
the
recognition
of
a
new
liability,
and the difference in the respective carrying amounts is recognized in profit or loss.
3.29 Earnings/Losses per share
The
basic
and
diluted
earnings
per
share
are
calculated
by
dividing
net
profits
after
taxes
with
the
weighted average number of shares of each period/ year.
The
weighted
average
number
of
shares
arises
by
summing
the
outstanding
shares
into
which
the
share
capital
is
divided
and
the
rights
that
can
be
contingently
exercised
and
are
owned
by
the
company
and
subtracting the shares buy back.
4.
Financial Risk Management
a) Financial Risk Management
The
Group
is
exposed
to
financial
risks
such
as
foreign
exchange
risk,
credit
risk,
interest
rate
risk
and
liquidity
risk.
The
management
of
risk
is
achieved
by
the
central
Treasury
department,
which
operates
using
specific
guidelines
set
by
the
Board
of
Directors.
The
Treasury
department
identifies,
determines
and
hedges
the
financial
risks
in
cooperation
with
the
Groups’
subsidiaries
that
face
these
risks.
The
Board
of
Directors
provides
written
instructions
and
directions
for
the
general
management
of
the
risk,
as
well
as
specific
instructions
for
the
management
of
specific
risks
such
as
foreign
exchange
risk,
interest rate risk and credit risk.
Foreign Exchange Risk:
The
Group
is
exposed
to
foreign
exchange
risk
arising
from
transactions
in
foreign
currencies
(RON,
USD,
TRY,
SEK)
with
suppliers
which
invoice
the
Group
in
currencies
other
than
the
local.
The
Group,
in
order
to
minimize
the
foreign
exchange
risk,
according
to
the
needs,
in
certain
cases
pre
-
purchases
foreign currencies.
Credit risk:
The
Group
has
diminuated
the
credit
risk
due
to
the
focus
in
retail
segments
where
the
payment
of
goods is mainly achieved by cash in hand or by pre-paid credit cards.
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151
Interest rate risk/liquidity:
The
Group
is
subject
to
cash
flow
risk
which
in
the
case
of
possible
variable
interest
rates
fluctuation,
may
affect
positively
or
negatively
the
cash
inflows
or
outflows
related
to
the
Group’s
assets
or
liabilities.
Liquidity
risk
is
minimized
via
the
availability
of
adequate
credit
lines
and
cash
.
The
Group
has
entered
into Interest Rate Swap (IRS) contracts in order to face these risks.
Coronavirus spread risk:
The
Group
carefully
monitors
the
events
regarding
the
spread
of
coronavirus,
in
order
to
adjust
in
the
special
conditions
arising
exclusively
for
the
treatment
and
restriction
of
spread
of
COVID-19.
It
complies
with
the
official
directives
of
competent
authorities
for
the
operation
of
physical
stores
and
central
offices
in
countries
it
operates.
It
also
complies
with
the
existing
legislation
and
conducts
its
trading
transactions
in
its
physical
stores
according
to
the
directives.
The
quantitative
and
qualitative
consequences
on
the
Group’s
and
Company’s
operation
also
taking
into
consideration
the
directives
of
capital
market
committee (letter sent to listed companies on 31/3/2020) are summarized in the following:
1.
Reduction
of
the
Group's
sales
within
the
period
1/1-31/12/2020
amounted
€
95,7
million
compared
to
the
same
period
of
last
year
and
reduction
of
gross
profit
margin
by
2,1%
compared
to
the
same
period
of
last
year.
It
is
noted
that
within
the
period
1/1-31/12/2020,
the
Group's
sales
through
its
ecommerce
stores
increased
by
78%
compared
to
the
same
period
of
last
year,
while
investments
in
innovation
and
technology
continued
and
the
upgrade
of
services,
following
the
rapid
changes
in
consumer
habits
and
the
physiognomy
of
the
retail
trade.
2.
Increase
in
Group's
cash
equivalents
within
the
period
1/1-31/12/2020
amounted
€
74,5
million
compared
to
last
year
due
to
the
utilization
of
open
credit
lines
and
financial
support
measures
to deal with the pandemic.
3.
Reduction
of
the
Group's
operating
expenses
within
the
period
1/1-31/12/2020
amounted
€
18,6
million
compared
to
the
last
year
and
specifically
reduction
of
the
salary
costs
amounted
€
11,0
million,
third
party
services
(rights,
leases,
energy,
etc.)
amounted
€
3,4
million,
other
expenses
(advertising,
storage,
transport,
etc.)
amounted
€
3,6
million
and
taxes
amounted
€
0,6 million.
4.
The
Group
utilized
the
national
supporting
measures
to
deal
with
the
consequences
of
the
pandemic
in
all
countries
which
operates,
whether
they
concerned
salary
costs,
or
leasing
costs,
or tax reliefs, or financing, or facilitation of payments.
5.
The
Group
secured
"freezing"
agreements
of
payments
to
its
main
suppliers
during
suspension
of
stores
operation
as
well
as
modification
of
payment
terms
for
the
period
after
the
end
of
the
suspension.
6.
Within
the
year
2020
the
availability
of
goods
was
not
affected
compared
to
the
same
period
of
last year.
7.
Management of the Group has implemented telework in all the countries in which it operates.
8.
The
portfolio
management
service
continues
to
identify,
assess
and
hedge
financial
risks
and
Annual Financial Report for the period
1/1/2020 to 31/12/2020
152
provide
guidance
on
the
management
of
this
exceptional
risk,
in
order
to
provide
protection
to
investors.
9.
The
Group
has
reinforced
its
infrastructures
both
in
terms
of
information
systems
and
operation
of
logistics
centers,
in
order
for
its
operational
and
commercial
operation
not
only
to
continue
smoothly
but
also
to
be
further
reinforced.
In
this
context,
new
investments
are
realized
by
the
subsidiary
TRADE
LOGISTICS
AEBE
for
the
expansion
of
the
storage
and
the
e-commerce
orders’
management
and
the
automation
of
the
provision
of
the
relevant
services.
In
addition,
in
order
to
enhance
the
coverage
of
its
consumers
growing
expectations
and
creation
of
a
complete
positive
experience
for
the
customer,
the
Group
seeks
for
the
harmonious
combination
of
e-
commerce
with
the
"traditional"
development
model,
making
the
most
of
digital
media
and
new
technologies in order to offer an omnichannel experience to both offline and online level.
10.
The
Group
continues
strictly
selected
investments
in
both
retail
segments
in
which
it
operates.
In
this
context,
in
May
2020,
an
INTERSPORT
Store
and
a
TAF
Store
in
the
center
of
Athens
(Ermou)
were
opened.
These
two
stores
are
the
flagship
stores
of
all
stores
in
the
retail
trading
of
sporting
goods.
Moreover,
in
September
2020,
the
first
ΙΚΕΑ
Small
Store
in
Varna,
Bulgaria,
with
an
area
of
8.000
sq.m.
and
in
December
2020,
the
ΙΚΕΑ
Small
Store
in
Piraeus,
with
an
area
of
1.850
sq.m.,
were
added
to
the
stores
network
of
home
furniture
and
household
goods.
11.
In
the
context
of
the
approval
received
from
the
Hellenic
Capital
Market
Commission
for
operating
the
company
under
formation
“TRADE
ESTATES
REAL
ESTATES
INVESTMENT
COMPANY”
for
its
operation
as:
a)
Real
Estate
Investment
Company
according
to
the
provisions
of
law
2778/1999
and
b)
an
internally
managed
Alternative
Investments
Fund
Manager
(“AIFM”)
according
to
the
provisions
of
L.
4209/2013,
the
Group
continues
the
implementation
of
its
strategic
plan.
Moreover,
within
the
first
semester
of
2020,
it
has
acquired
an
indirect
shareholding
in
the
real
estate
company
MANTENKO
SA,
while
in
the
second
semester
of
2020
and
specifically
in
July,
it
proceeded
with
the
acquisition
of
a
new
corresponding
indirect
shareholding of 50% of the shares of the real estate company POLIKENCO SA.
b) Legal Issues
There
are
no
litigations
or
legal
issues
that
might
have
a
material
impact
on
the
Annual
Financial
Statements of the Group or Company for the period 1/1 - 31/12/2020.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
153
5.
Segment Information
The Group is active on the following two operating segments:
•
Retail Trading of Home Furniture and Households Goods (IKEA stores).
•
Retail Trading of Sporting Goods (INTERSPORT and TAF stores).
The
main
financial
interest
is
concentrated
on
the
business
classification
of
the
Group’s
activities,
where
the
various
economic
environments
constitute
different
risks
and
rewards.
The
Group’s
activities
comprise
mainly
one
geographical
area,
that
of
the
wider
European
region,
primarily
in
Greece
along
with countries of Southeastern Europe (Romania, Bulgaria, Cyprus and Turkey).
The
Group's
sales
revenue
in
2020
arise
59%
from
activities
in
Greece
(61%
in
2019)
with
the
remaining
41%
arising
from
the
other
countries
of
Southeastern
Europe
(39%
in
2019)
which
is
analyzed
as
follows:
16%
from
Bulgaria
(2019:
14%),
14%
from
Cyprus
(2019:
12%),
8%
from
Romania
(2019:
9%)
and
3%
from
Turkey
(2019:
4%).
Revenue
of
the
Company
concern
intrasegment
transactions
and
are eliminated at the Consolidated Financial Statements.
Historically,
the
consumers’
demand
for
the
Group
products
increases
during
the
last
four
months
of
the
year.
Group results by operating segment for the year 2020 are analysed below:
Operating Profit / (Loss)
Contribution associate companies profit
and loss
Profit / (Loss) before Tax
Depreciation / Amortisation
Group results by operating segment for the year 2019 are analysed below:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
154
Operating Profit / (Loss)
Contribution associate companies profit
and loss
Profit / (Loss) before Tax
Depreciation / Amortisation
The breakdown structure of assets and liabilities as of 31/12/2020 and 31/12/2019 are as below:
Property plant and
equipment
Assets classified as held
for sale
Other Non-current
Liabilities
Total non current
Liabilities
Liability arising from
assets held for sale
Property plant and
equipment
Assets classified as held
for sale
Annual Financial Report for the period
1/1/2020 to 31/12/2020
155
Other Non-current
Liabilities
Total non current
Liabilities
Liability arising from
assets held for sale
It
is
noted
that
the
consolidation
entries
column
includes
transactions
between
the
parent
company
and
operating segments of the Group.
6.
Analysis of expenses and other operating income
(a)
The expenses are presented in the financial statements as follows:
Depreciation/Amortisation (Distribution)
Depreciation/Amortisation (Administration)
Expenses embedded on cost of sales
Depreciation/Amortisation on cost of sales
The main categories of expenses are analyzed below:
Depreciation/Amortisation
The main categories of operating expenses are analyzed below:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
156
Other expenses & Depreciation
Due
to
the
Covid-19
pandemic
and
the
consequent
restrictions
imposed
on
the
countries
in
which
the
Group
operates
(suspension
of
physical
stores)
during
the
year
2020,
expense
lines
such
as
payroll
expenses, third party services and other operating expenses were significantly affected.
The
differentiation
in
the
depreciation
/
amortisation
line
is
due
to
the
classification
on
31/12/2019
of
the
Group’s
assets
as
held
for
sale,
which
resulted
in
no
depreciation
for
the
year
2020
on
the
specific
assets
amounting
to
€
3,9
million
and
in
addition
due
to
difference
between
their
book
value
and
fair
value,
recognition
of
impairment
in
2020
of
€
1,4
million
(see
Note
9).
It
is
also
due
to
the
impairment
of
the
value
of
the
Group's
subsidiary
assets,
based
on
relevant
impairment
test
(see
Notes
7,
8
and
10)
amounting
to
€
2,1
million
and
to
the
impairment
of
the
assets
of
stores
that
closed
during
the
year
2020 (see Note 7) amounting to € 0,5 million.
For
the
year
ended
on
31/12/2020,
Company’s
miscellaneous
expenses
include
auditors
remuneration
of
amount
€
7
th.
regarding
services
other
than
financial
statements
audit
(namely
excluding
ordinary
audit
services
and
tax
certificate
services
of
amount
€
37
th.).
Therefore,
the
percentage
of
non-audit
services in relation to the audit services provided by the statutory auditor is 19,3%.
Payroll expenses are analyzed as follows:
Social security contributions
(b) Other operating income is analysed as follows:
Revenue from prior year and non-use of
provisions
Annual Financial Report for the period
1/1/2020 to 31/12/2020
157
In
other
income
of
the
year
2020,
€
2.723
thousand
(2019:
€
2.560
thousand)
are
included
mainly
due
to
income
from
orders
delivery
charges
and
rents
receivable
and
expenses
of
Group’s
subsidiaries,
customers
services
€
2.449
th.
(2019:
€
1.973
th.)
and
photovoltaic
income
€
344
th.
(2019:
€
345
th.).
Other
income
also
includes
income
from
co-advertising
of
the
Group's
subsidiary
amounted
€
1,5
million
(2019:
0
million)
and
income
from
lease
discounts
and
VAT
refunds
due
to
COVID
amounting
to
€
2.949
thousand.
Moreover,
other
income
of
the
Company
of
the
year
2020,
includes
€
1.035
thousand
(2019:
€
923
thousand)
due
to
income
from
invoicing
software
to
subsidiaries,
€
191
thousand
(2019:
€
218
thousand)
due
to
income
from
subleasing
property
and
occupancy
expenses
to
subsidiaries
and
€
19
thousand
(2019:
€
83
thousand)
due
to
income
from
invoicing
travels
under
the
context
of
provision
of
administrative services.
(c) Net Financial Results are analyzed as follows:
Foreign exchange differences (expense) -
realized-
Interest of lease liabilities
Interest and related income
Foreign exchange differences (income) -
realized-
Financial expenses / income
The
differentiation
in
the
foreign
exchange
differences
line
is
due
to
the
activity
of
the
subsidiary
in
Turkey.
(d)
Consolidated
financial
statements
include,
through
equity
method,
the
associated
companies
VYNER
LTD and SW SOFIA MALL ENTERPRISES LTD, ΜΑΝΤΕΝΚΟ SA, POLIKENCO SA.
7.
Property, plant and equipment
Annual Financial Report for the period
1/1/2020 to 31/12/2020
158
Property, plant and equipment for the Group are analyzed as follows:
Buildings and
installations
Assets under
construction
Net book value at
31.12.2019
Other changes in
acquisition cost
Depreciation/
amortization
Other changes in
depreciation
Acquisition cost at
31.12.2020
Accumulated
depreciation at
31.12.2020
Net book value at
31.12.2020
Buildings and
installations
Assets under
construction
Net book value at
31.12.2018
Other changes in
acquisition cost
Transfer of acquisition
cost to assets held for
sale
Depreciation/
amortization
Other changes in
depreciation
Transfer of
accumulated
depreciation to assets
held for sale
Acquisition cost at
31.12.2019
Accumulated
depreciation at
31.12.2019
Net book value at
31.12.2019
Additions
in
the
Property,
Plant
and
Equipment
for
the
period
refer
to
formation
expenses
and
purchase
of
equipment
for
retail
stores
(new
and
existing)
regarding
segments
of
home
furniture
and
household
goods and sporting goods.
In home furniture and household goods segment, on 10/9/2020 a new IKEA Store started its operation
in
Varna,
Bulgaria
(IKEA
Small
Store),
in
the
Delta
Planet
Mall.
This
is
a
8.000
sqm
store
that
is
the
first
of
the
network
of
stores
with
the
new
philosophy
of
medium
and
small
size
FOURLIS
Group
intends
to
develop
in
the
near
future.
On
9/9/2020,
the
Pick
Up
&
Order
Point
Center
in
Varna,
Bulgaria,
stopped
Annual Financial Report for the period
1/1/2020 to 31/12/2020
159
its operation.
On
28/12/2020,
a
new
IKEA
Store
of
2.000
sqm
started
operating
in
Piraeus,
which
is
also
a
new
generation store for the home furniture and household goods segment (IKEA Small Store).
In
sporting
goods
segment,
on
11/5/2020
a
new
INTERSPORT
Store
and
a
new
TAF
store
in
Athens
(Ermou)
started
operating,
which
are
the
flagship
stores
of
the
INTERSPORT
and
TAF.
Also,
the
Kifissos
Outlet
Store
in
Peristeri
(1/10/2020)
and
the
Airport
Outlet
Store
in
Paiania
(31/10/2020)
were
added
to
the
network.
In
Romania,
three
(3)
new
Stores
were
added
to
the
network,
namely
Targu
Mures
(16/7/2020),
Targoviste
(20/8/2020)
and
Afi
Brasov
(21/10/2020).
In
Turkey,
five
(5)
Stores
stopped
their
operation:
Adana
Optimum
(30/4/2020),
Ist.
Istanbul
(30/8/2020),
Brs
Anatolium
(1/9/2020),
Ist.
Kozzy (31/12/2020) and Bursa Marka (31/12/2020).
Most considerable additions in property, plant and equipment in the year 2020 refer to:
a)
property,
plant
and
buildings
installations
of
amount
€
2,5
million
for
IKEA
Stores
and
€
2
million
for INTERSPORT & TAF Stores.
b)
machinery
–
installations,
furniture
and
miscellaneous
equipment
of
amount
€
2,5
million
for
IKEA Stores and € 2,8 million for INTERSPORT & TAF Stores.
Other
changes
in
acquisition
cost
include
foreign
exchange
differences
arising
from
the
difference
of
conversion
exchange
rates
of
amount
€
1.121
th.
regarding
assets
of
foreign
companies,
write-offs
of
amount
€
1.584
thousand,
amount
€
18.457
th.
which
concerns
reclassification
of
the
amounts
that
have
been
transferred
to
assets
held
for
sale
on
31/12/2019
and
sales
of
assets
of
amount
€
312
th.
Also,
the
other
changes
in
depreciation
include
exchange
arising
from
the
difference
of
conversion
exchange
rates
of
amount
€
693
th.,
write-offs
of
amount
€
1.286
th.,
amount
€
18.457
th.
which
concerns
reclassification
of
the
amounts
that
have
been
transferred
to
assets
held
for
sale
on
31/12/2019
and sales of assets of amount € 35 th.
Depreciation/Amortization
of
Property,
Plant
and
Equipment
for
the
year
2020
amounted
to
€
10.246
thousand
(2019:
€
13.214
th.).
Total
depreciation/amortization
of
property,
plant
and
equipment
and
intangible
assets
of
amount
€
11.613
th.
(2019:
€
14.675
th.)
was
registered
by
€
186
th.
(2019:
€
481
th.)
in
cost
of
sales,
by
€
9.914
th.
(2019:
€
12.316
th.)
in
distribution
expenses
and
by
€
513
th.
(2019:
€ 1.878 th.) in administrative expenses.
On
31/12/2020,
the
Group
examined
the
value
of
property,
plant
and
equipment
of
its
stores
(Cash
Generating
Units)
and
wherever
there
was
existence
of
indication
for
impairment
of
value,
an
impairment
test
was
implemented.
The
loss-making
operating
result
of
stores
was
considered
as
indication
of
possible
impairment
and
wherever
there
was
existence
of
such
indication,
an
impairment
test
was
implemented.
Specifically,
for
INTERSPORT
stores
in
Turkey,
in
addition
to
the
loss-making
operating
result
of
the
stores,
the
significant
devaluation
of
TRY
also
contributed
to
the
evaluation
of
the
indications. Based on impairment test, it arose:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
160
• impairment of property, plant and equipment amounting to € euro 408 thousand.
• impairment of right of use assets amounting to € 1.195 thousand (Note 8) and
• impairment of intangible assets amounting to € 470 thousand (Note 10).
The
method
used
is
recoverable
amount
(«value
in
use»),
which
can
be
defined
as
the
future
cash
inflows
and
outflows
from
the
continuing
use
of
the
asset,
which
are
then
discounted
to
reflect
the
time
value
of
money
and
risks.
The
valuation
method
of
Discounted
Cash
Flows
starts
from
the
approved
five-year
business
plan.
The
discount
rate
used
in
the
analysis
was
estimated
at
19,8%,
as
the
subsidiary’s weighted average cost of capital (WACC).
It
should
be
noted
that
the
assumptions
and
scenarios
used
in
the
impairment
test
may
change
in
the
future, especially in an environment characterized by high volatility.
Net
book
value
of
property,
plant
and
equipment
regarding
IKEA,
INTERSPORT
&
TAF
stores
for
the
Group amounts to € 52.952 thousand (2019: € 53.867 thousand).
For the Company property, plant and equipment for the years 2020 and 2019 are the following:
Buildings and
installations
Assets under
construction
Net book value at 31.12.2019
Other changes in acquisition cost
Depreciation/ amortization
Other changes in depreciation
Acquisition cost at 31.12.2020
Accumulated depreciation at
31.12.2020
Net book value at 31.12.2020
Buildings and
installations
Assets under
construction
Net book value at 31.12.2018
Other changes in acquisition cost
Depreciation/ amortization
Other changes in depreciation
Acquisition cost at 31.12.2019
Accumulated depreciation at
31.12.2019
Net book value at 31.12.2019
8.
Right of use assets
Annual Financial Report for the period
1/1/2020 to 31/12/2020
161
Right of use assets of the Group for
the years 2020 and 2019
are analysed as follows:
Leasing
Machinery
/Installations
Net book value at 31.12.2019
Other changes in acquisition cost
Depreciation/ amortization
Other changes in depreciation
Acquisition cost at 31.12.2020
Accumulated depreciation at
31.12.2020
Net book value at 31.12.2020
Leasing
Machinery
/Installations
Initial Recognition 1.1.2019
Other changes in acquisition cost
Depreciation/ amortization
Other changes in depreciation
Acquisition cost at 31.12.2019
Accumulated depreciation at
31.12.2019
Net book value at 31.12.2019
Additions
of
right
to
use
assets
of
the
period
relate
to
new
lease
agreements
for
retail
stores
of
the
home furniture and households goods and sporting goods segments.
In
particular,
in
the
sporting
goods
segment,
within
in
the
year
2020,
three
(3)
new
stores
started
their
operation
in
Greece,
at
Ermou
Street,
Athens
(11/5/2020),
Kifissos
Outlet
in
Peristeri
(1/10/2020)
and
Airport
Outlet
in
Paiania
(31/10/2020
).
Moreover,
three
(3)
new
stores
were
added
in
Romania,
Targu
Mures
(16/7/2020),
Targoviste
(20/8/2020)
and
Afi
Brasov
(21/10/2020)
and
a
new
TAF
store
in
Athens
(Ermou).
In
home
furniture
and
household
goods
segment,
on
10/9/2020
the
IKEA
Store
(IKEA
Small
Store)
in
Varna,
Bulgaria
started
its
operation
and
on
28/12/2020
the
IKEA
Store
(IKEA
Small
Store)
in
Piraeus
started its operation.
On
31/12/2020,
the
Group
examined
the
value
of
right
to
use
assets
of
its
stores
(Cash
Generating
Units)
and
wherever
there
was
existence
of
indication
for
impairment
of
value,
an
impairment
test
was
implemented.
The
loss-making
operating
result
of
stores
was
considered
as
indication
of
possible
Annual Financial Report for the period
1/1/2020 to 31/12/2020
162
impairment
and
wherever
there
was
existence
of
such
indication,
an
impairment
test
was
implemented.
Specifically,
for
INTERSPORT
stores
in
Turkey,
in
addition
to
the
loss-making
operating
result
of
the
stores,
the
significant
devaluation
of
TRY
also
contributed
to
the
evaluation
of
the
indications.
Based
on
impairment test, it arose:
• impairment of property, plant and equipment amounting to € euro 408 thousand (Note 7).
• impairment of right of use assets amounting to € 1.195 thousand and
• impairment of intangible assets amounting to € 470 thousand (Note 10).
The
method
used
is
recoverable
amount
(«value
in
use»),
which
can
be
defined
as
the
future
cash
inflows
and
outflows
from
the
continuing
use
of
the
asset,
which
are
then
discounted
to
reflect
the
time
value
of
money
and
risks.
The
valuation
method
of
Discounted
Cash
Flows
starts
from
the
approved
five-year
business
plan.
The
discount
rate
used
in
the
analysis
was
estimated
at
19,8%,
as
the
subsidiary’s weighted average cost of capital (WACC).
It
should
be
noted
that
the
assumptions
and
scenarios
used
in
the
impairment
test
may
change
in
the
future, especially in an environment characterized by high volatility.
Right of use assets of the Company for
the years 2020 and 2019
are analysed as follows:
Net book value at
31.12.2019
Other changes in acquisition
cost
Depreciation/ amortization
Acquisition cost at
31.12.2020
Accumulated depreciation at
31.12.2020
Net book value at
31.12.2020
Initial Recognition 1.1.2019
Other changes in acquisition
cost
Depreciation/ amortization
Acquisition cost at
31.12.2019
Accumulated depreciation at
31.12.2019
Net book value at
31.12.2019
Annual Financial Report for the period
1/1/2020 to 31/12/2020
163
9.
Assets held for sale
The
Group
continues
to
exploit
new
investing
opportunities
regarding
the
approval
it
received
from
Hellenic
Capital
Market
Commission
on
28/2/2019
for
operating
the
company
under
formation
“TRADE
ESTATES
REAL
ESTATES
INVESTMENT
COMPANY”
,
for
its
operation
as
a)
a
Real
Estate
Investment
Company
according
to
the
provisions
of
L.
2778/1999
and
b)
an
internally
managed
Alternative
Investments
Fund
Manager
(“AIFM”)
according
to
the
provisions
of
L.
4209/2013.
Under
the
same
context,
the
actions
of
the
Group
for
the
establishment
of
companies
operating
in
real
estate
management
in
Cyprus
and
Bulgaria
(TRADE
ESTATES
CYPRUS
LTD,
H.M.
ESTATES
CYPRUS
LTD,
TRADE
ESTATES
BULGARIA
EAD)
and
for
the
strategic
plan
of
TRADE
ESTATES
S.A.
which
includes
the
finding
of
a
business
partner
who
will
make
a
significant
investment
in
the
established
company,
with
percentage
that
will
arise
at
least
and
more
than
50%.
Therefore,
on
31/12/2019
the
Group
classified
its
assets
related
to
TRADE
ESTATES
SA
of
amount
€
176,1
mil.
as
held
for
sale
because
on
this
date
all
criteria
are
met
regarding
their
classification
based
on
IFRS
15
as
mentioned
in
Note
3.17.
Before
classification
time,
as
defined
by
provisions
of
IAS
36,
an
impairment
test
was
made
at
these
specific
assets
before
their
classification
as
assets
held
for
sale
and
no
impairment
loss
arised.
Assets
which
have
been
classified
for
sale
compose
a
cash
generating
unit
(CGU)
given
that
they
set
an
entire
total
of
operations
and
assets
which
will
be
contributed
in
TRADE
ESTATES
SA
in
order
implement
the
approval
received
by
HCMC.
These
specific
assets
were
measured
at
the
lowest
value
between
book
value
and
fair
value
minus
sale
expenses.
The
fair
value
estimation
was
conducted
by
certified
appraisers
in
February
2021
and
amounted
to
€
184,7
mil.
Based
on
the
estimates,
impairment
amounted
€
1,3
million
arised
in
the
assets
held
for
sale
of
two
subsidiaries
(RENTIS
SA
and
TRADE
ESTATES
BULGARIA
EAD).
During
the
year
2020
the
Management
confirmed
the
assumptions
that
were
used
to
ensure
that
the
assets
held
for
sale
are
measured
at
the
lowest value between book value and fair value.
On
31/12/2020
the
criteria
for
the
classification
of
assets
held
for
sale
under
IFRS
15
continue
to
be
met, given that:
•
their net book value will be recovered primarily from the sale and not from their continued use,
•
the assets are available for immediate sale in their current condition,
•
there
is
Management’s
commitment
and
a
buyer-finding
program
is
in
progress,
while
active
efforts
have
been
made
to
sell
the
assets
at
a
price
that
is
reasonable
in
relation
to
their
fair
value.
In
particular,
professional
investment
advisers
have
been
hired
and
while
the
COVID-19
pandemic
has
delayed
the
negotiation
process
by
about
10
months,
advanced
discussions
and
exchange
of
draft
contract
texts
and
detailed
budget
figures
with
specific
potential
investors,
creates
belief
that
it
is
very
likely
within
2021
to
find
a
strategic
partner
who
will
make
a
significant
investment
in
the
established company, with percentage that will arise at least and more than 50%.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
164
•
the sale is expected to take place no later than the second semester of year 2021.
Assets and liabilities which are included in category held for sale on 31/12/2020 are as follows:
Other non-current liabilities
Total non current Liabilities
Current portion of non-current loans and
borrowings
Total current Liabilities
Changes in the value of assets held for sale within the period 1/1 - 31/12/2020 include:
a)
the
indirect
shareholding
of
the
company
MANTENKO
SA
amounted
€
3,3
mil.
which
was
classified
as
an asset held for sale within the year 2020,
b)
the
indirect
shareholding
of
the
company
POLIKENCO
SA
amounted
€
€
2.1
million
which
was
classified as an asset held for sale within the year 2020 and
c) the additions amounted € 3,2 million in assets that were recognized as held for sale on 31/12/2019.
10.
Intangible assets
Intangible assets are analyzed as follows:
Net book value at 31.12.2019
Other changes in acquisition cost
Depreciation/ amortization
Other changes in depreciation
Acquisition cost at 31.12.2020
Accumulated depreciation at
31.12.2020
Net book value at 31.12.2020
Annual Financial Report for the period
1/1/2020 to 31/12/2020
165
Net book value at 31.12.2018
Other changes in acquisition cost
Depreciation/ amortization
Other changes in depreciation
Acquisition cost at 31.12.2019
Accumulated depreciation at
31.12.2019
Net book value at 31.12.2019
Royalties
include
the
use
of
brand
names
(IKEA).
Other
changes
in
acquisition
cost
as
well
as
other
depreciation
changes
regard
foreign
exchange
differences.
Additions
in
intangible
assets
are related to software licenses.
Depreciation of intangible assets of the Group for the year 2020, amounted to € 2.244 thousand
(2019: € 1.461 thousand).
On
31/12/2020,
the
Group
examined
the
value
of
intangible
assets
of
its
stores
(Cash
Generating
Units)
and
wherever
there
was
existence
of
indication
for
impairment
of
value,
an
impairment
test
was
implemented.
The
loss-making
operating
result
of
stores
was
considered
as
indication
of
possible
impairment
and
wherever
there
was
existence
of
such
indication,
an
impairment
test
was
implemented.
Specifically,
for
INTERSPORT
stores
in
Turkey,
in
addition
to
the
loss-making
operating
result
of
the
stores,
the
significant
devaluation
of
TRY
also
contributed
to
the
evaluation
of
the
indications.
Based
on
impairment test, it arose:
• impairment of property, plant and equipment amounting to € euro 408 thousand (Note 7).
• impairment of right of use assets amounting to € 1.195 thousand (Note 8) and
• impairment of intangible assets amounting to € 470 thousand.
Intangible assets for the Company for the year 2020 are as follows:
Net book value at 31.12.2019
Depreciation/ amortization
Acquisition cost at 31.12.2020
Accumulated depreciation at 31.12.2020
Net book value at 31.12.2020
Annual Financial Report for the period
1/1/2020 to 31/12/2020
166
Net book value at 31.12.2018
Depreciation/ amortization
Acquisition cost at
31.12.2019
Accumulated depreciation at
31.12.2019
Net book value at 31.12.2019
11.
Investments in subsidiaries and associates
Investments of the Company are analyzed as follows:
Operation of each aforementioned company is analysed in the Report of the Board of Directors.
On
28/12/2020
share
capital
of
subsidiary’s
INTERSPORT
ATHLETICS
SA
was
increased
by
amount
€
10,0 million (see Note 1.2).
On
31/12/2020
there
were
no
indications
for
the
conduction
of
impairment
test
for
subsidiaries,
as
subsidiaries had operating profits.
Associated
companies
VYNER
LTD
and
SW
SOFIA
MALL
ENTERPRISES
LTD
are
included
in
the
consolidated
financial
statements
of
the
Group
through
the
application
of
equity
method,
the
amount
of
which
in
“investment
in
subsidiaries
and
associates”
of
the
Group
on
31/12/2020
was
€
27.465
th.
(2019:
€
29.803
th.).
After
applying
the
equity
method,
a
loss
of
€
2.767
thousand
(2019:
profit
€
1.284
thousand)
was
recognised
in
the
consolidated
income
statement
under
“Contribution
to
associate
companies
profit
and
loss"
with
a
corresponding
decrease
in
the
carrying
value
of
investments
in
associates.
Further
differentiation
of
the
investment
value
is
due
to
the
increase
of
the
share
capital
of
the
associate
SW
SOFIA
MALL
ENTERPRISES
LTD
of
amount
€
250
thousand
and
due
to
receivables
Annual Financial Report for the period
1/1/2020 to 31/12/2020
167
write-off
of
amount
€
94
thousand
of
the
associate
SW
SOFIA
MALL
ENTERPRISES
LTD
and
of
amount
€ 85 thousand of the associate VYNER LTD.
The consolidated financial information of VYNER LTD is as follows:
The consolidated financial information of SW SOFIA MALL ENTERPRISES LTD is as follows:
In
relation
to
the
associated
company
SW
SOFIA
MALL
ENTERPRISES
LTD,
we
note
that
regarding
IAS
28,
if
the
investor’s
share
in
an
associate’s
losses
equals
or
exceeds
the
book
value
o
the
investment,
the
investor
no
longer
recognizes
his
share
in
further
losses.
The
proportion
in
equity
of
the
company,
at the end of the current period amounts to € 1.292 th. (2019: € 1.033 th.)
Associated
companies
MANTENKO
SA
and
POLIKENCO
SA
are
included
in
the
consolidated
financial
statements
of
the
Group
through
the
application
of
equity
method,
the
amount
of
which
in
“assets
held
for sale” of the Group on 31/12/2020 was € 5.363 th. (2019: € 0 th.).
The financial information of MANTENKO SA is as follows:
The financial information of POLIKENCO SA is as follows:
12.
Long Term Receivables
Long Term Receivables are analysed as follows
:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
168
Guarantees given to Property Lease Holders
Guarantees given to third party
Guarantees
for
property
lease
are
directly
related
to
the
operation
of
the
Group’s
companies
as
they
relate to
trading property. Also, guarantees have been given for public services and organizations.
13.
Inventory
Inventory is analyzed as follows:
Advances for purchases of
merchandise
From
the
total
inventory
amounting
to
€
90.982
thousand
in
2020,
the
inventory
in
the
retail
trading
of
home
furniture
and
households
goods
segment
is
of
amount
€
37.594
thousand
and
in
the
retail
trading
of
sporting
goods
segment
is
of
amount
€
53.388
thousand.
The
inventory
cost
of
the
Group
which
was
recorded
as
an
expense
under
cost
of
goods
sold
amounts
to
€
213.074
thousand
(2019:
€
259.914
thousand).
The
inventory
value
that
was
written
off
within
the
financial
year
was
€
918
thousand
(2019:
€
1.141
thousand).
Within
the
current
period
impairment
provisions
of
amount
€
1.437
thousand
(2018:
€
388
thousand)
were
made
for
unmoved,
slow
moving
and
obsolete
inventory
that
will
be
written
off
within
the
next
year.
The
total
provision
for
inventory
on
31/12/2020
for
the
Group
amounts
to
€
3.464
th. (31/12/2019: € 752 th.).
14.
Trade receivables
Trade receivables are analyzed as follows:
The
above
balance
is
formed
by
numerous
customers
and
there
is
not
a
single
customer
with
a
significant
balance in the Group.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
169
As at December 31, 2020 and 2019 the ageing of trade receivables is analyzed as follows:
Not due trade
receivables
Overdue trade
receivables
Not
due
receivables
not
impaired
include
amounts
resulting
from
goods
sale
and
other
receivables
of
amount
€
1.671
th.
(2019:
€
1.195
th.),
leasing
and
occupancy
invoicing
€
501
th.
(2019:
€
92
th.),
from
e-shop
sales
€
282
th.
(2019:
€
85
th.),
electricity
invoicing
to
Renewable
Energy
Sources
and
Guarantees
of
Origin
(DAPEEP
SA)
€
73
th.
(2019:
€
79
th.),
from
provision
of
administrative
services
to associated company € 106 th. (2019: € 111 th.).
For
the
Company,
total
receivables
which
amount
to
€
1.120
th.
(2019:
1.848
th.)
is
not
due
and
is
related to provision of administrative services.
15.
Other receivables
Other receivables are analyzed as follows:
On
31/12/2020,
other
debtors
include
accrued
expenses
and
income
of
amount
€
3.471
th.
(2019:
€
4.917
th.)
and
suppliers
advances
of
amount
€
2.938
th.
(2019:
€
1.119
th.).
Furthermore,
other
debtors
include
the
amount
of
€
245
th.
for
credit
cards
discounting
program
of
a
subsidiary
through
factoring
(2019:
€
273
th.),
€
1.209
th.
for
municipal
taxes
receivables
(2019:
€
1.209
th.),
€
22
th.
for
pledged
deposit
accounts
(2019:
€
432
th.)
and
€
525
th.
for
purchases
in
transit
(2019:
€
1.216
th.)
For
the
Company
for
the
year
2020,
other
debtors
include
receivables
from
subsidiary
regarding
dividend
of
amount € 10.200 th. (2019: 6.200 th.).
16.
Cash
Cash
represents
the
Group’s
and
the
Company’s
cash
in
hand
as
well
as
bank
deposits
available
on
demand and is analyzed as follows:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
170
The
increase
in
cash
is
due
to
the
utilization
of
open
credit
lines
and
government’s
financial
support
measures
for
companies.
The
temporary
unallocated
funds
of
the
Group’s
companies
are
invested
in
short-term
deposits
in
euro.
The
average
weighted
deposit
interest
rate
for
the
year
2020
is
0,10%
(2019: 0,57%).
17.
Share Capital
On
31/12/2020
the
share
capital
amounted
to
€
52.092.001,00
divided
into
52.092.001
shares
of
nominal
value
€
1,00
per
share
(Note
1).
On
31/12/2019
the
share
capital
amounted
to
€
42.124.018,41
divided into 52.004.961 shares of nominal value € 0,81 per share.
Evolution and coverage of share capital of the Company for the year 2020 are analyzed as follows:
18.
Reserves
The reserves are analyzed as follows:
Foreign exchange diff. from Statement of
Financial Position transl. reserves
Extraordinary /Taxfree Reserves
Annual Financial Report for the period
1/1/2020 to 31/12/2020
171
Statutory
Reserves:
In
accordance
with
the
provisions
of
Greek
company
law,
the
creation
of
a
statutory
reserve,
through
the
transfer
of
the
5%
of
the
annual
after
tax
profits,
is
mandatory
up
until
the
reserve
reaches
1/3
of
the
share
capital.
The
statutory
reserve
is
only
distributable
upon
dissolution
of
the
Company, it may however be used to set - off accumulated losses.
Extraordinary
/
Tax-free
Reserves:
The
Group
has
Extraordinary/Tax-free
Reserves
of
amount
€
16.306
thousand
(2019:
€
16.313
thousand),
which
was
mainly
derived
from
disposal
of
shares
listed
in
Athe
ns
Stock
Exchange,
dividends,
interests
and
income
from
bad
debt
provision
of
L.
3296/04.
In
case
of
distribution
or
capitalisation,
the
reserves
will
be
taxed
with
the
official
tax
rate
declared
by
article
71B
of L.4172/2013 (Note 26).
Foreign
Exchange
Differences
from
subsidiaries
accounts
conversion:
This
reserve
is
comprised
from
the
foreign
exchange
differences
arising
from
the
retranslation
of
the
financial
statements
of
Subsidiaries
which have a different functional currency from the parent company.
Cash
Flow
Hedging
reserve:
The
hedging
reserve
comprises
of
the
effective
portion
of
the
cumulative
net change in the fair value of cash flow hedging instruments (IRS) (Note 22).
SOP
Reserves:
This
reserve
is
created
with
the
General
Assembly
approval
of
the
SOP
for
employees
of
the
Company
and
Group.
After
the
exercise
of
the
options
or
waive
of
beneficiaries,
the
remaining
amount of the reserve can be transferred to Retained Earnings.
Revaluation
Reserves:
This
reserve
is
created
from
revaluation
on
land
and
buildings.
According
to
Greek
Law, revaluation reserves can not be distributed to shareholders.
Purchase of own shares:
For purchase of own shares see Note 28.
19.
Dividends
The
Shareholders
Ordinary
General
Assembly
held
on
12/6/2020
did
not
propose
a
dividend
distribution
for
the
year
1/1
–
31/12/2019.
The
parent
company
registered
in
its
income
dividend
from
subsidiary
of
amount
€
7
million
during
the
year
2020.
At
the
Shareholders
Ordinary
General
Assembly
of
the
year
2020 which is scheduled to take place on 18/6/2021, no dividend distribution will be proposed.
20.
Employee retirement benefits
20.1 Liabilities due to termination of service
The
obligation
of
employee
compensation
due
to
termination
of
service
(Law
2112/20,
4093/12
for
Greek
Companies,
Bulgarian
Labor
Law
for
Bulgarian
Companies
and
Labor
Law
1475
for
Turkish
Company)
appears
in
the
Financial
Statements
in
compliance
with
IAS
19
and
is
based
on
an
actuarial
study elaborated by AON Hewitt on December 31
st
,2020.
Basic assumptions of the actuarial study for Greece are the following:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
172
Average annual payroll increase
In
case
of
an
average
annual
payroll
increase
by
0,50%
(namely
1,50%),
the
amount
of
liabilities
due
to
termination
of
service
of
Greek
companies
would
increase
from
7,35%
to
11,87%.
In
case
of
a
discount
rate
increase
by
0,50%,
the
amount
of
liabilities
due
to
termination
of
service
of
Greek
companies would decrease from 6,71% to 10,55%.
Average annual payroll increase
In
case
of
an
average
annual
payroll
increase
by
0,50%
(namely
3%),
the
amount
of
liabilities
due
to
termination
of
service
of
Bulgarian
companies
would
increase
from
11,21%
to
13,79%.
In
case
of
a
discount
rate
increase
by
0,50%
(namely
0,79%),
the
amount
of
liabilities
due
to
termination
of
service
of Bulgarian companies would decrease from 10,12% to 12,28%.
Average annual payroll increase
In
case
of
an
inflation
increase
by
0,50%
(namely
10,17%),
the
amount
of
liabilities
due
to
termination
of
service
would
increase
by
11,00%
for
INTERSPORT
ATLETİK
MAĞAZACILIK
VE
DIŞ
TİCARET
A.Ş.
In
case
of
a
discount
rate
increase
by
0,50%
(namely
12,93%),
the
amount
of
liabilities
due
to
termination
of
service
would
decrease
by
10%
for
INTERSPORT
ATLETİK
MAĞAZACILIK
VE
DIŞ
TİCARET
A.Ş.
In
the
analysis
of
sensitivity
of
Turkey,
a
reference
is
made
to
the
inflation
rate
and
not
to
compensation
increase
because
benefits
in
Turkey
are
subject
to
a
maximum
salary
(plafond)
and
an
increase/decrease
of inflation will affect the maximum salary.
The
expense
derived
from
the
compensation
to
employees
due
to
retirement,
that
was
recorded
in
the
Income Statement of the financial year 2020 is analysed as follows:
Cost reduction/settlement/termination service
Total amount allocated in Income
statement
Balance of liability at the beginning
Annual Financial Report for the period
1/1/2020 to 31/12/2020
173
Compensation due to retirement
Foreign exchange difference
Balance of liability in the end
Amounts
in
Actuarial
gains/losses
appear
in
Statement
of
Comprehensive
Income
and
regard
employee
retirement defined benefits programs.
20.2 Share based payments
The
Ordinary
General
Assembly
of
the
Company
of
June
16,
2017,
under
the
context
of
Stock
Option
Plan,
approved
the
disposal
of
2.566.520
stock
options
and
the
authorization
to
the
Board
of
Directors
regarding
the
settlement
of
procedures
and
details.
The
program
will
be
implemented
in
four
waves,
with
a
maturity
period
of
five
years
per
wave.
Options
should
be
exercised
within
five
years
since
their
maturity
date.
In
case
that,
after
the
grant
some
of
the
options
remain
undisposed,
those
options
will
be
cancelled.
The
underlying
price
of
each
wave
is
the
closing
stock
price
on
the
day
of
General
Assembly’s resolution regarding the approval of the program.
On
20/11/2017
the
board
of
Directors
granted
641.630
Stock
Options,
which
are
the
first
of
the
four
waves.
The
underlying
share
price,
to
which
conferred
options
reflect,
is
determined
at
the
amount
of
5,768
€
per
share
which
is
the
closing
stock
price
of
the
share
(adjusted
with
the
share
capital
decrease
which took place after the date of the General Assembly).
The options of the wave mentioned above are granted within five years as follows:
The
fair
value
of
options
has
been
calculated
based
on
the
simulation
of
the
Company’s
share
price
assuming
that
the
price
will
develop
to
the
“Binomial
Pricing”
model.
Fair
value
per
option
and
vesting
date has been defined based on model 5 Bermudan option as follows:
The variables upon which the data above were calculated are as follows:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
174
Attrition Rate
Risk Free Rate
On
19/11/2018
the
board
of
Directors
granted
641.630
Stock
Options,
which
are
the
second
of
the
four
waves.
The
underlying
share
price,
to
which
conferred
options
reflect,
is
determined
at
the
amount
of
5,667
€
per
share
which
is
the
closing
stock
price
of
the
share
(adjusted
with
the
share
capital
decrease
which took place after the date of the General Assembly).
The options of the wave mentioned above are granted within five years as follows:
The
fair
value
of
options
has
been
calculated
based
on
the
simulation
of
the
Company’s
share
price
assuming
that
the
price
will
develop
to
the
“Binomial
Pricing”
model.
Fair
value
per
option
and
vesting
date has been defined based on model 5 Bermudan option as follows:
The variables upon which the data above were calculated are as follows:
Attrition Rate
Risk Free Rate
On
19/11/2019
the
board
of
Directors
granted
641.630
Stock
Options,
which
are
the
second
of
the
four
waves.
The
underlying
share
price,
to
which
conferred
options
reflect,
is
determined
at
the
amount
of
5,5637
€
per
share
which
is
the
closing
stock
price
of
the
share
(adjusted
with
the
share
capital
decrease
which took place after the date of the General Assembly).
The options of the wave mentioned above are granted within five years as follows:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
175
The
fair
value
of
options
has
been
calculated
based
on
the
simulation
of
the
Company’s
share
price
assuming
that
the
price
will
develop
to
the
“Binomial
Pricing”
model.
Fair
value
per
option
and
vesting
date has been defined based on model 5 Bermudan option as follows:
The variables upon which the data above were calculated are as follows:
Attrition Rate
Risk Free Rate
On
24/11/2020
the
board
of
Directors
granted
641.630
Stock
Options,
which
are
the
fourth
of
the
four
waves.
The
underlying
share
price,
to
which
conferred
options
reflect,
is
determined
at
the
amount
of
5,5637
€
per
share
which
is
the
closing
stock
price
of
the
share
(adjusted
with
the
share
capital
decrease
which took place after the date of the General Assembly).
The options of the wave mentioned above are granted within five years as follows:
The
fair
value
of
options
has
been
calculated
based
on
the
simulation
of
the
Company’s
share
price
assuming
that
the
price
will
develop
to
the
“Binomial
Pricing”
model.
Fair
value
per
option
and
vesting
date has been defined based on model 5 Bermudan option as follows:
The variables upon which the data above were calculated are as follows:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
176
Attrition Rate
Risk Free Rate
Under
the
context
of
the
Stock
Option
Plan
which
was
approved
and
established
by
the
resolution
of
the
Extraordinary
General
Assembly
of
the
shareholders
on
27/9/2013
(Stock
Option
Plan
–
hereinafter
“the
Program”),
within
the
year
2020,
87.040
options
were
exercised
(hereinafter
“the
Options”).
Following
the
resolution
of
the
Board
of
Directors
on
28/12/2020
(relevant
minutes
of
the
BoD
with
number
417/28.12.2020),
the
exercise
of
the
aforementioned
options
from
the
corresponding
beneficiaries of the Program was certified by payment of the exercise price of the new shares.
It
is
noted
that
the
underlying
price
of
shares
to
which
the
distributed
options
reflect,
had
been
initially
determined
at
the
amount
of
€
3,40
per
share,
which
was
the
closing
stock
price
of
the
share
on
the
date
of
the
resolution
of
the
General
Assembly
regarding
the
SOP
(27/9/2013).
Already,
following
the
resolutions
of
20/11/2017,
19/11/2018
and
18/11/2019
of
the
BoD
(relevant
minutes
of
the
BoD
389/20.11.2017,
399/19.11.2018
and
407/18.11.2019),
an
adjustment
has
been
made
at
the
historical
price
of
the
Company’s
share
and
therefor
the
implememted
exercise
price
of
the
options
of
the
SOP
is
accounted at the amount of € 0,2226 € (3,2226 €) per share.
Following
the
certification
of
the
payment
of
the
exercise
price
of
the
Stock
Options
by
their
beneficiaries,
namely
the
amount
of
€
280.495,10,
87.040
new
common
nominal
shares
were
issued
and
delivered
to
the
corresponding
beneficiaries
of
the
Program,
of
nominal
value
€
1,00
per
share,
while
the
share
capital
of
the
Company
increased
by
the
amount
of
€
87.040,00
which
reflects
to
the
nominal
value
of
the
new
shares.
Moreover,
following
the
exercise
of
the
aforementioned
Options
by
payment
of
the
exercise
value,
namely
€
3,2226
per
share
according
to
the
aforementioned,
the
share
premiun,
of
total
amount € 193.455,10, was transferred to “Share Premium reserve”.
During
the
period
1/1–31/12/2020,
beneficiaries
waived
their
right
to
exercise
0
options
(2019:
2.378)
which
were
granted
by
the
BoD
on
25/11/2013,
beneficiaries
waived
their
right
to
exercise
0
options
(2019:
4.677)
which
were
granted
by
the
BoD
on
24/11/2014
and
also
beneficiaries
waived
their
right
to exercise 0 options (2019: 6.840) which were granted by the BoD on 25/11/2015.
During
the
period
1/1–31/12/2020,
the
amount
of
€
565.157,54
(2019:
€
489.614)
was
registered
in
the Consolidated Income Statement as an expense.
20.3 Benefit contributions under the private insurance program
During
the
year
ended
on
December
31,
2020
the
amount
of
defined
benefit
contributions
under
the
Annual Financial Report for the period
1/1/2020 to 31/12/2020
177
private
insurance
program
that
was
recorded
as
an
expense
by
the
parent
Company
totalled
at
€
340
thousand
(2019:
€
335
thousand)
while
the
respective
amount
recorded
as
an
expense
by
the
Group
amounted to € 955 thousand (2019: € 923 thousand).
21.
Financial Instruments and Risk Management Policies
21.1 Credit Risk
Exposure to Credit Risk
The
maximum
exposure
to
credit
risk
at
the
date
of
the
Statement
of
Financial
Position,
without
taking
into consideration any hedging or insurance strategies, was as follows:
The
maximum
exposure
to
credit
risk
on
trade
receivables
of
the
Group
without
taking
into
consideration
any
hedging
or
insurance
strategies
at
the
date
of
the
Statement
of
Financial
Position,
per
geographic
segment was as follows:
Southeastern Europe Countries
The
maximum
exposure
to
credit
risk
at
the
date
of
the
Statement
of
Financial
Position,
per
customer
type was
:
Wholesale trade customers
21.2 Liquidity Risk
Liquidity
risk
is
retained
at
low
levels
by
maintaining
adequate
bank
credit
lines
and
significant
cash
and
cash
equivalents
which
on
31/12/2020
amounted
to
€
41
million
for
the
Group
vs
€
115
million
on
Annual Financial Report for the period
1/1/2020 to 31/12/2020
178
31/12/2019
while
during
year
2020,
the
Group
managed
to
maintain
the
improved
credit
terms
from
its
main suppliers.
The
contractual
loan
dues
including
interest
payments,
excluding
the
net
-
off
agreements,
are
as
per
paragraph
Borrowings,
while
for
Accounts
Payable
and
Other
Liabilities
have
a
contractual
maturity
of
less than 12 months.
The
table
above
includes
the
syndicated
loan
of
the
company
TRADE
ESTATES
BULGARIA
EAD
of
amount
€
16.300
th.
with
issuing
date
5/12/2019
and
duration
5
years
since
the
issuing
date
(€
2.500
th.
payable
in forthcoming period) which was reclassified (Note 9).
21.3 Foreign Exchange Risk
Foreign exchange risk exposure
The
Group
is
exposed
to
foreign
exchange
risk
arising
from
its
transactions
in
foreign
currencies
(RON,
USD,
TRY,
SEK).
The
Group,
in
order
to
minimize
the
foreign
exchange
risk,
in
certain
cases
pre
-
purchases foreign currencies.
The
Group
has
investments
in
companies
overseas,
the
net
assets
of
which
are
exposed
to
foreign
exchange
risk.
This
type
of
foreign
exchange
risk
(translation
risk)
arises
due
to
the
operations
in
Romania
(RON),
Bulgaria
(BGN)
and
Turkey
(TRY).
The
Management
has
managed
to
reduce
foreign
exchange
risk,
given
the
strong
capital
structure
of
the
companies
and
to
decrease
borrowings
in
currencies other than the local.
More
particularly,
approximately
90%
of
GENCO
TRADE
SRL
loans,
which
is
located
in
Romania,
are
in
local
currency
(RON)
in
an
effort
to
avoid
the
exchange
difference
charges
resulting
from
RON
devaluating
vs.
the
Euro.
In
Bulgaria
the
local
currency
is
pegged
to
the
Euro
(EUR/
BGN
=
1.95583)
a
fact
which
can
not
guarantee
that
economic
problems
and
consequences
of
the
global
crisis
on
Bulgaria,
will
not
increase
the
risk
that
this
conversion
ratio
will
remain
constant.
In
Turkey,
the
financing
for
Annual Financial Report for the period
1/1/2020 to 31/12/2020
179
commercial activity is in local currency, while for investments is in euro.
(Trade creditors and other
libilities)
(Foreign currency in
thousands euros)
Sensitivity Analysis
A
Euro
revaluation
of
10%
at
December
31,
vs
the
below
currencies
would
increase
(decrease)
the
Net
Equity
and
the
Operating
Results
as
per
the
amounts
indicated
at
the
below
summary.
It
is
assumed
that
the
other
variables
(Interest
Rates)
would
remain
constant.
The
analysis
was
performed
in
a
similar
manner for 2019.
A
Euro
devaluation
of
10%
at
December
31
vs
the
aforementioned
currencies
would
have
an
equal
but
opposite
impact
in
comparison
to
the
ones
presented
above
,
based
on
the
assumption
that
all
the
other
variables would remain constant.
The
exchange
rates
of
foreign
currencies
used
for
the
conduction
of
the
financial
statements
of
the
year
2020, are presented at the table below:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
180
21.4 Interest Rate Fluctuation Exposure
Profile
The
Group
is
subject
to
cash
flow
risks
which
in
the
case
of
possible
variable
interest
rates
fluctuation,
may
affect
positively
or
negatively
the
cash
inflows
or
outflows
related
to
the
Group’s
assets
or
liabilities.
Despite
of
the
fact
that
we
believe
that
in
an
environment
of
prolonged
global
slowdown,
the
risk
of
rising
interest
rates
remains
low,
the
group
has
entered
into
Interest
Rate
Swap
(IRS)
contracts
effectively converting part of the loans from floating to fixed interest rate for a period of 3 to 5 years.
The
profile
of
Group’s
loan
liabilities
at
the
date
of
the
Statement
of
Financial
Position
is
analysed
in
paragraph Borrowings.
Sensitivity Analysis of fair value for financial instruments with a variable interest rate
A
1%
fluctuation
of
the
Group’s
borrowing
rate
at
December
31,
would
increase
(decrease)
equally
the
Net
Equity
and
the
Operating
Results
by
€
2.208,65
thousand
for
the
year
2020
and
€
1.467,46
thousand
for the year 2019.
Sensitivity Analysis of fair value for financial instruments with a fixed interest rate
No
such
Instruments
(Assets/Liabilities)
valued
at
fair
value
through
income
statement
exist
for
the
Company.
21.5 Fair value of financial instruments
The
carrying
amounts
of
the
financial
instruments
of
assets
and
liabilities
(i.e.
trade
and
other
receivables,
cash
and
cash
equivalents,
trade
and
other
payables,
derivative
financial
instruments,
borrowings
and
finance
leases)
approximate
their
fair
value.
The
fair
value
of
a
financial
instrument
is
the
amount
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
two
market
participants
at
the
measurement
date.
The
fair
values
of
the
financial
instruments
as
of
31
December
2020
represent
management’s
best
estimate.
In
situations
where
there
is
little,
if
any,
market
activity
for
the
asset
or
liability
at
the
measurement
date,
the
fair
value
measurement
reflects
the
Group’s
own
judgments
about
the
assumptions
that
market
participants
would
use
in
pricing
the
asset
or
liability.
Those
judgments
are
developed
by
the
Group
based
on
the
best
information
available in the circumstances.
The three levels of the fair value hierarchy are as follows:
•
Level 1: Quoted market prices in active markets for identical assets or liabilities;
•
Level
2:
Observable
market
based
inputs
or
unobservable
inputs
that
are
corroborated
by
market
data;
•
Level 3: Assets or liabilities prices that are not corroborated by market data.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
181
The
following
methods
and
assumptions
were
used
to
estimate
the
fair
value
of
each
class
of
financial
instruments:
•
Cash
and
cash
equivalents,
trade
and
other
receivables,
trade
and
other
payables
accounts:
the
carrying
amounts
approximate
their
fair
value
either
due
to
the
short
maturity
of
these
instruments
or because there is no foreign currency risk exposure.
•
Borrowings:
The
carrying
amount
approximates
their
fair
value
mainly
due
to
the
fact
that
they
bear interest at floating rates and are denominated in local currency.
•
Derivative
financial
instruments:
The
valuation
method
was
determined
by
taking
into
consideration
all
factors
in
order
to
determine
precisely
fair
value,
such
as
the
current
and
the
prospective
interest
rates trend and the duration and falls into level 2 of the fair value hierarchy.
Within
the
year,
there
were
neither
moving
between
levels
1
and
2
nor
moving
inside
and
outside
level
3
during
the
measurement
of
fair
value.
Moreover,
within
the
same
year,
there
was
no
change
in
the
purpose of any financial asset which would lead to a different classification of this asset.
21.6 Capital Management
The
primary
objective
of
the
Group’s
capital
management
is
to
ensure
and
maintain
strong
credit
ratings
and
healthy
capital
ratios
in
order
to
support
the
investment
projects
and
maximizing
the
return
of
invested capital for the shareholders.
The
Group
monitors
its
capital
management
through
the
use
of
a
gearing
ratio
-
net
debt
divided
by
equity
plus
net
debt
-
where
net
debt
includes
interest
bearing
loans
and
borrowings
minus
cash.
The
Group’s
strategic
objective
is
to
maintain
the
above
ratio
between
30%
and
45%.
On
31/12/2020
the
ratio stood at 35% (2019: 33%).
22.
Borrowings
Borrowings for the year 2020 and 2019 are analyzed as follows:
Current portion of non-current loans and borrowings
Short term loans for working capital
Total loans and borrowings
On
31/12/2020
the
Company
had
non-current
loan
liabilities
amounted
€
77
th.
while
on
31/12/2019
had no loan liabilities.
The
repayment
period
of
non
-
current
loans
varies
between
1
to
5
years
and
the
average
weighted
interest
rate
of
the
Group’s
non
-
current
loans
was
2,76%
%
during
the
period
1/1
–
31/12/2020
(1/1
Annual Financial Report for the period
1/1/2020 to 31/12/2020
182
–
31/12/2019:
3,75%).
The
average
weighted
interest
rate
of
the
Group’s
total
loans
was
2,83%
during
the
period
1/1
–
31/12/2020
(1/1
–
31/12/2019:
7,25%).
Repayments
and
proceeds
of
loans
of
the
current
period
amounted
to
€
102.475
thousand
(2019:
€
31.539
thousand)
and
€
176.547
thousand
(2019:
€
44.458
thousand)
respectively.
Non
-
current
loans,
including
their
part
which
is
payable
within
12
months,
cover
mainly
the
Group’s
growth
needs
and
are
analyzed
in
bond,
syndicated
and
other
non - current loans as follows for 31/12/2020 and 31/12/2019 respectively:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
183
5 years from the issuing
date
Η
.
Μ
. HOUSEMARKET
(CYPRUS) LTD
5.5 years from the issuing
date (€2.168 th. payable
forthcoming period)
5 years from the issuing
date (€600 th. payable
forthcoming period)
TRADE LOGISTICS
Α
.
Ε
.
Β
.
Ε
.
5 years from the issuing date
HOUSE MARKET
BULGARIA ΕAD
9 years from the issuing date
(€1,947 th. payable
forthcoming period)
5 years from the issuing
date (€1,935 th. payable
forthcoming period)
2 years from the issuing
date
4 years from the issuing
date (€1,951 th. payable
forthcoming period)
2 years from the issuing
date
5 years from the issuing
date
5 years from the issuing
date
5 years from the issuing
date (€991 th. payable
forthcoming period)
Annual Financial Report for the period
1/1/2020 to 31/12/2020
184
4 years from the issuing
date (€2,000 th. payable
forthcoming period)
4 years from the issuing
date (€0 th. payable
forthcoming period)
3 years from the issuing
date
Η
.
Μ
. HOUSEMARKET
(CYPRUS) LTD
5.5 years from the issuing
date (€2,168 th. payable
forthcoming period)
TRADE LOGISTICS
Α
.
Ε
.
Β
.
Ε
.
5 years from the issuing
date (€600 th. payable
forthcoming period)
HOUSE MARKET
BULGARIA ΕAD
9 years from the issuing date
(€1,960 th. payable
forthcoming period)
5 years from the issuing
date (€1,920 th. payable
forthcoming period)
5 years from the issuing
date (payment at maturity
date)
5 years from the issuing
date
5 years from the issuing
date (€991 th. payable
forthcoming period)
Annual Financial Report for the period
1/1/2020 to 31/12/2020
185
Non–current
loans
include
loans
with
a
guarantee
of
80%
of
their
value
from
the
Hellenic
Development
Bank with the financing of the Hellenic State and the European Union:
•
Bond
loan
issued
on
16/7/2020
by
NATIONAL
BANK
for
the
subsidiary
INTERSPORT
SA
of
€
15
million with maturity on 31/7/2022.
•
Bond
loan
issued
on
16/7/2020
by
NATIONAL
BANK
for
the
subsidiary
INTERSPORT
SA
of
€
20
million with maturity on 30/6/2024.
•
Bond
loan
issued
on
21/12/2020
by
ALPHA
BANK
for
the
subsidiary
INTERSPORT
SA
of
€
10
million
with maturity on 21/12/2022.
•
Bond
loan
issued
on
16/7/2020
by
NATIONAL
BANK
for
the
subsidiary
HOUSEMARKET
SA
of
€
20
million with maturity on 30/6/2024.
•
Bond
loan
issued
on
30/7/2020
by
EUROBANK
for
the
subsidiary
HOUSEMARKET
SA
of
€
20
million
with maturity on 31/7/2024.
•
Bond
loan
issued
on
24/9/2020
by
PIRAEUS
BANK
for
the
subsidiary
HOUSEMARKET
SA
of
€
5
million with maturity on 24/9/2023.
Current portion of non-current loans and borrowings includes:
•
The
bond
loan
issued
by
the
company
HOUSEMARKET
S.A.
of
five-year
maturity.
The
Bond
Loan,
was
disposed
through
a
public
offering
between
28th
and
30th
of
September
2016
in
Greece
by
cash
payment
and
the
available
40
million
bearer
bonds
were
issued
on
6/10/2016
for
trading
in
the
Fixed
Income
Securities
Category
of
the
regulated
market
of
Athens
Stock
Exchange.
The
loan
is
subject
to
Greek
law,
has
a
five
year
maturity
date
with
fixed
interest
rate
5%
per
year
and
quarterly
interest
payment.
The
Company
purchased
totally
107.184
treasury
shares,
which
were
canceled according to the announcement of 10/8/2020.
Direct
costs
of
the
bond
loan
issue
amounted
to
€
853
th.,
of
which
€
556
th.
have
been
allocated
within
the
years
2016-2019,
€
171
th.
have
been
allocated
within
the
year
2020
and
€
126
th.
will
be allocated within the next months of year 2021 until maturity on 4/10/2021.
•
Part
of
bond
loan
issued
by
the
subsidiary
INTERSPORT
SA
corresponding
to
an
amount
of
€
2
million, with four-year maturity ending on 30/6/2024 with a total amount of € 20 million.
•
Part
of
bond
loan
issued
by
the
subsidiary
HOUSEMARKET
SA
corresponding
to
an
amount
of
€
2
million, with four-year maturity ending on 30/6/2024 with a total amount of € 20 million.
Short
term
loans
of
the
Group
include
current
loans
and
overdraft
bank
accounts
which
are
used
for
the
Group’s
working
capital
needs.
The
amounts
drawn
are
used
mainly
to
cover
current
obligations
to
Annual Financial Report for the period
1/1/2020 to 31/12/2020
186
suppliers.
The
average
weighted
interest
rate
of
loans
within
the
period
1/1/2020-31/12/2020
was
2,84% (within the corresponding period of 2019 it was 3,81%).
During
the
current
period,
Interest
Rate
Swaps
or
IRSs
continue
to
exist,
in
order
to
mitigate
the
risk
of
subsidiaries of a sudden increase in interest rates in the interbank market.
The terms of the swap agreements are as follows:
•
7year
financial
product
(IRS)
that
hedges
interest
rate
risk
through
the
exchange
of
fixed/
floating
rate
for
nominal
amount
of
€
8,6
million,
with
a
negative
fair
value
for
HOUSE
MARKET
BULGARIA
EAD
on
31/12/2020
of
€
111
thousand
(31/12/2019:
€
126
thousand).
The
outcome
of the valuation has been registered in the Statement of Comprehensive Income.
•
7year
financial
product
(IRS)
that
hedges
interest
rate
risk
through
the
exchange
of
fixed/
floating
rate
for
nominal
amount
of
12,6
million,
with
a
negative
fair
value
for
TRADE
ESTATES
BULGARIA
EAD
on
31/12/2019
of
€
174
thousand
(31/12/2019:
€
194
thousand).
The
outcome
of the valuation has been registered in the Statement of Comprehensive Income.
Some
of
Group’s
loans
include
loan
covenants.
On
31/12/2020
the
Group
was
either
in
compliance
with
its loan terms or had received waiver in their measurements.
The
Group,
having
centralized
its
capital
management,
has
the
ability
to
directly
identify,
quantify,
manage
and
hedge,
if
necessary,
its
financial
risks
created
by
its
operational
activities
so
as
to
be
consistent
to
the
changes
in
the
economic
environment.
The
Group
continuously
observes
and
budgets
its
cash
flow
and
acts
appropriately
in
order
to
ensure
open
credit
lines
for
covering
current
capital
needs.
The
Group
has
adequate
open
credit
lines
with
domestic
and
foreign
financial
institutions
in
order
to
cover
the
needs
of
the
companies
in
working
capital.
On
31/12/2020,
the
open
balance
of
credit
lines
amounted to € 136 million (31/12/2019: € 90 million).
23.
Leasing Liabilities
On 31/12/2020, leasing liabilities for the Group and Company are analyzed as follows:
Interest expense on lease liabilities
Annual Financial Report for the period
1/1/2020 to 31/12/2020
187
Maturities of leasing liabilities are presented below:
During
the
year
2020
the
Group's
subsidiaries
have
received
a
discount
in
leases
(either
by
law
or
as
a
result of negotiations with lessors).
24.
Other Non-Current Liabilities
Other Non-Current Liabilities are analyzed as follows:
25.
Trade and other payables
Trade and other payables are analyzed as follows:
Increase
in
trade
and
other
payables
for
the
Group
during
the
year
2020,
is
mainly
due
to
the
utilization
of
tax
support
measures
to
deal
with
the
COVID-19
pandemic
and
the
provision
of
improved
credit
terms
by the Group's key suppliers.
26.
Income taxes
The
nominal
tax
rates
in
the
countries
that
the
Group
is
operating
vary
between
10%
and
24%
for
the
year 2020, as follows:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
188
Income Tax Rate
(31/12/2020)
Income Tax Rate
(31/12/201
9
)
The
parent
company
and
its
subsidiaries
have
not
been
audited
by
the
tax
authorities
for
the
years
noted below:
HM HOUSEMARKET (CYPRUS) LTD
HOUSE MARKET BULGARIA EAD
INTERSPORT ATHLETICS (CYPRUS) LTD
200
6
–
201
0 and
2012 – 2020
INTERSPORT ATLETİK MAĞAZACILIK VE DIŞ TİCARET A.Ş.
TRADE ESTATE BULGARIA EAD
Assosiate companies have not been audited by the tax authorities for the years noted below:
SW SOFIA MALL ENTERPRISES LTD
(*)
For
the
fiscal
years
2011,
2012
and
2013
all
companies
of
the
Group
located
in
Greece,
have
been
subjected
to
tax
audit
by
Certified
Audit
Accountants
in
compliance
with
the
provisions
of
Article
82
par.
5
of
Law
2238/1994
and
for
the
fiscal
years
2014,
2015,
2016
and
2017
in
compliance
with
the
provisions
of
Article
65
a
of
Law
4174/2013.
The
companies
received
a
Tax
Compliance
Certificate
for
fiscal
years
2011,
2012,
2013,
2014,
2015,
2016,
2017,
2018
and
2019
while
tax
audit
for
the
fiscal
year
2020
is
in
progress.
Upon
completion
of
the
audit,
the
Management
of
the
Company
and
Group
does
not
expect
any
significant
liabilities
to
occur,
other
than
those
recorded
in
the
Financial
Statements.
The
years
until
2014 are integrated.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
189
The income tax expense for the year 2020 and the relative year 2019 is as follows:
Differences of fixed assets
Provisions for employee benefits (IAS 19)
Effect of changes on tax rates
Differences from the application of IFRS 16
Deferred tax from tax loss recognition
The reconciliation between the nominal tax rate and the effective tax rate is analyzed as follows:
Income tax based on nominal tax rate
Tax rate differences between the group tax
rate (Greek rate) and the corporate tax rate
Tax on non deductible expenses
Income tax difference of previous year
Proportionate tax on non recognized profit
Miscellaneous timing differences
Tax in statement of comprehensive
income
Miscellaneous
timing
differences
include
the
amount
of
€
0
th.
(31/12/2019:
€
(494)
th.)
for
the
Group
and
€
0
th.
(31/12/2019:
€
(28)
th.)
for
the
Company,
regarding
the
effect
of
taxes
due
to
change
in
tax rates.
Deferred
taxes
on
31/12/2020,
which
are
presented
in
the
Statement
of
Comprehensive
Income
and
compose
income
due
to
valuation
of
cash
flow
hedging
at
the
fair
value
amount
to
€
3
th.
(31/12/2019:
€
8
th.)
and
income
due
to
defined
benefits
plans
amount
to
€
168
th.
(31/12/2019:
€
184
th.)
for
the
Group.
Deferred
taxes
on
31/12/2020
which
are
presented
in
the
Statement
of
Comprehensive
Income
due to defined benefits plans for the Company, amount to € 18 th. (31/12/2019: € 23 th.)
Deferred
taxes
as
at
31
December
2020
and
31
December
2019
which
appear
in
Financial
Statements
are analysed as follows:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
190
Employee retirement benefits (IAS 19)
Differences from the application of IFRS 16
Depreciation calc. difference
Employee retirement benefits (IAS 19)
Provision for doubtful debts
Reclass of Revenue account
Differences from the application of IFRS 16
Deferred
income
taxes
result
from
temporary
differences
between
assets
and
liabilities
tax
recognition
and financial statements composition.
On
31/12/2020,
the
Group
had
accumulated
carried
forward
tax
losses
in
its
subsidiaries
on
part
of
which
a
provision
was
made
for
deferred
tax
asset
of
amount
€
4.565
thousand
(31/12/2019:
€
1.597
thousand)
as
the
Management
considered
that
the
recognition
criteria
were
met,
ending
in
year
2025
amount
of
€
3.923
thousand.
For
the
part
of
tax
losses
on
which
a
deferred
tax
asset
has
been
recognized,
the
Management
estimates
that
they
will
be
covered
against
taxable
profits
before
their
expiration date.
Given
the
fact
that
some
of
the
Group
companies
have
not
been
audited
by
the
tax
authorities
for
a
few
years,
as
mentioned
above,
based
on
the
approach
and
interpretation
of
the
tax
authorities
for
the
determination
of
the
final
tax,
it
is
considered
by
the
Group
that
adequate
provisions
for
current
and
future
tax
audit
differences
have
been
made.
On
31/12/2020,
the
cumulative
Group’s
provision
for
unaudited
tax
years
amounts
to
€
114
thousand
(€
114
th.
on
31/12/2019)
and
to
€
20
thousand
for
the Company as at 31/12/2020 (€ 20 th. on 31/12/2019) which is displayed in Income Tax Payable.
27.
Earnings/Losses per share
Annual Financial Report for the period
1/1/2020 to 31/12/2020
191
The
basic
earnings
per
share
are
calculated
by
dividing
the
profit
attributable
to
shareholders
of
the
Company
by
the
weighted
average
number
of
shares
during
the
period.
The
weighted
average
number
of shares as at 31 December 2020 is 52.092.001 (31/12/2019: 52.004.961).
Profit / (Loss) after tax attributable to owners of the
parent
Effect from purchase of own shares
Weighted average number of shares
Basic (Losses)/ Earnings per Share (in Euro)
Diluted (Losses) / Earnings per Share (in Euro)
28.
Treasury Shares
The
Ordinary
General
Assembly
on
14/6/2019
approved
the
acquisition
of
treasury
(own)
shares,
with
maximum
number
of
2.590.365
shares
(5%
of
the
paid
share
capital)
for
time
period
of
24
months,
namely
14/6/2021,
with
minimum
acquisition
limit
set
at
€
1,00
per
share
and
maximum
acquisition
limit
at
€
8,00
per
share,
according
to
article
49
of
Law
4548/2018
and
authorized
the
BoD
to
determine,
within the aforementioned frameworks, the exact time, number and price of the shares to be acquired.
On
6/3/2020,
FOURLIS
HOLDINGS
S.A.
pursuant
to
the
resolutions
of
the
Ordinary
General
Assembly
of
shareholders
on
14/6/2019
and
resolutions
of
the
BoD
on
13/1/2020,
announces
the
beginning
of
the
Treasury
Shares
Program
in
accordance
with
which
the
purchase
of
treasury
(own)
shares
is
provided
up
to
the
number
of
2.590.365
shares
until
14/6/2021,
with
minimum
acquisition
limit
of
€1,00
per
share
and maximum acquisition limit of € 8,00 per share.
On
31/12/2020
the
Company
holds
604.051
treasury
shares,
1,16%
of
the
total
share
capital
of
the
Company (31/12/2019: 0).
29.
Commitments and Contingencies
29.1 Commitments
Commitments of the Group on 31/12/2020 are:
•
The
parent
Company
has
issued
letters
of
guarantee
for
its
subsidiaries
guaranteeing
liabilities
amounting to € 74.957 th.
•
Subsidiary
companies
have
issued
letters
of
guarantee
for
indirect
subsidiaries
guaranteeing
liabilities amounting to € 18.558 th.
•
The
parent
Company
has
contracted
as
a
guarantor
with
the
amount
of
€
2.100
th.
for
future
leases
and loan liabilities from investment of an associate company.
•
A subsidiary company mortgage its property to secure a bond loan amounting to € 45.372 th.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
192
•
A
subsidiary
company
has
provided
fluctuating
guarantee
on
assets
until
the
amount
of
€
13.000
th. to secure bilateral loan.
29.2 Operating Lease
Group as Lessor
The future leasing contracts of the Group as a lessor are as below:
29.3 Litigation
There
are
no
litigation
or
arbitration
proceedings
as
well
as
resolutions
of
judicial
institutions
that
might
have a material impact on the assets of the Group’s companies.
30.
Related parties
Related
parties
of
the
Group
include
the
Company,
subsidiary
and
associated
companies,
the
management
and
the
first
line
managers
and
the
companies
controlled
by
them.
The
parent
company
provides
advice
and
services
to
its
subsidiaries
in
the
areas
of
IT,
HR,
financial
planning
and
controlling,
treasury and social responsibility.
The
analysis
of
the
related
party
receivables
and
payables
as
at
31
December
2020
and
2019
are
as
follows:
H.M. HOUSE MARKET
(CYPRUS) LTD
HOUSE MARKET BULGARIA
EAD
TRADE ESTATES BULGARIA
EAD
SOFIA SOUTH RING MALL AED
SW SOFIA MALL ENTERPRISES
LTD
Annual Financial Report for the period
1/1/2020 to 31/12/2020
193
Related party transactions as at 31 December 2020 and 2019 are as follows:
Transactions and fees of management members for the years 2020 and 2019 are as follows:
Transactions and fees of management
members
There
are
no
other
transactions,
receivables
-
liabilities
between
the
Group
and
the
Company
with
the
management.
The
transactions
with
related
parties
are
arm’s
length
and
include
mainly
sales
and
purchases of goods and services under the context of the ordinary operation of the Group.
31.
Transactions with Subsidiaries
During
financial
years
2020
and
2019,
between
the
parent
company
and
its
subsidiaries
the
following
transactions occurred:
Annual Financial Report for the period
1/1/2020 to 31/12/2020
194
The
Group
has
issued
letters
of
guarantee
for
its
subsidiary
and
associated
companies
guaranteeing
liabilities.
The
analysis
of
such
letters
of
guarantee
is
disclosed
in
which
appears
in
Note
«Commitments
and Contingencies».
32.
Significant Changes in Consolidated Data
The
most
significant
changes
recorded
in
the
Consolidated
and
Separate
Statement
of
Financial
Position
as of 31/12/2020 in comparison with the corresponding data as at 31/12/2019 are the following:
•
Increase
in
the
amount
of
“Cash
and
cash
equivalents”
and
“Other
receivables”
is
due
to
the
pandemic
response
actions
taken
by
the
Group,
whose
retail
stores
in
all
countries
of
operation
have
suspended
their operations by order of governments for 2 to 4 months, depending on the country.
•
Increase
in
the
amount
of
“Trade
and
other
payables”
is
due
to
change
in
credit
terms
agreed
in
response to the pandemic.
33.
Subsequent events
There
are
no
other
subsequent
events
as
of
31/12/2020
that
may
significantly
affect
the
financial
position and results of the Group other than the following:
•
those
mentioned
in
Note
6
of
the
Annual
Report
and
are
related
to
the
exercise
of
stock
options
of
the Stock Option Plan,
•
On
05/03/2021
the
subsidiary
TRADE
LOGISTICS
SA
issued
a
bond
loan
amounted
€
13
million
maturity on 30/12/2028.
Annual Financial Report for the period
1/1/2020 to 31/12/2020
195
Web site for the publication of the Annual Financial Statements
The
Annual
Financial
Report
of
the
Group
(Consolidated
and
Separate),
The
Independent
Auditors
Report
and
the
Board
of
Directors
Report
for
the
year
2020
have
been
published
by
posting
on
the
internet
at
the
web
address
http://
www.fourlis.gr
.
At
the
same
web
address,
all
Annual
Financial
Statements,
Audit
Reports
and
Board
of
Directors
Reports
of
the
companies
which
are
consolidated
and
they
are
not
listed
and
which
cumulatively
represent
a
percentage
higher
than
5%
of
consolidated
revenues
or
assets
or
operating
results
after
the
deduction
of
minority
shares
proportion,
are
published.
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