Athens Medical Group | Corporate Governance | Committees | Audit Committee

Audit Committee

The Audit Committee is established to support the Board of Directors in its duties relating to financial reporting, the internal control system, quality assurance, risk management, and oversight of the statutory audit and internal audit.

It is an independent committee of the Board of Directors. It consists of at least three (3) members, comprising non-executive Board members and third parties elected by the General Meeting of Shareholders.

The majority of its members are independent and have no relationship of dependence with the Company or the Group, in accordance with paragraphs 1 and 2 of Article 9 of Law 4706/2020, as in force.

Pursuant to the relevant resolution of the Annual General Meeting of Shareholders held on 26 June 2026, the Audit Committee is composed as follows:

  • Agesilaos Panagakos, Chair
  • Maria Risva, Member
  • Panagiotis Katsichtis, Member

The term of office of the Committee’s members continues until the end of the Board of Directors’ term, unless otherwise decided by resolution of the General Meeting.

The Committee meets regularly, at least six (6) times a year, and holds extraordinary meetings when required. Minutes are kept in all cases. All Committee members attend its meetings. Whenever deemed appropriate, it may also invite key executives involved in the Company’s governance, including, without limitation, the Chief Executive Officer, Chief Financial Officer and Head of Internal Audit, to attend specific meetings or discuss specific agenda items.

Responsibilities of the Audit Committee. Without prejudice to the full responsibility of the members of the Company’s Board of Directors, the Committee has the following responsibilities under Article 44 of Law 4449/2017, as in force and further specified in its Rules of Procedure:

  • It informs the Company’s Board of Directors of the outcome of the statutory audit and explains how the statutory audit contributed to the integrity of financial reporting and the Audit Committee’s role in that process. In particular, the Committee monitors the process and conduct of the statutory audit of the Company’s separate and consolidated financial statements. In this context, it informs the Board by submitting a report on matters arising from the statutory audit, explaining in detail: (a) the statutory audit’s contribution to the quality and integrity of financial reporting, namely the accuracy, completeness and correctness of the financial information, including the related disclosures, approved by the Board and made public; and (b) the Committee’s role in the process described in (a), namely a record of the actions taken by the Committee during the statutory audit. When reporting to the Board, the Committee takes into account the content of the additional report submitted to it by the statutory auditor, which contains the results of the statutory audit performed and meets at least the specific requirements of Article 11 of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014.
  • It monitors the financial reporting process and submits recommendations or proposals to ensure its integrity. In particular, the Committee monitors, reviews and evaluates the preparation of financial information, namely the mechanisms and systems for producing it and the flow and dissemination of financial information generated by the Company’s organisational units involved. These activities also cover other publicly disclosed information, in any form (e.g. stock exchange announcements and press releases), relating to financial information. In this context, the Committee reports its findings to the Board and submits proposals for improving the process, where deemed appropriate.
  • It monitors the effectiveness of the Company’s internal control, quality assurance and risk management systems and, where applicable, its internal audit department, in relation to the Company’s financial reporting, without compromising its independence. In particular, the Committee monitors, reviews and evaluates the adequacy and effectiveness of all the Company’s policies, procedures and controls relating both to the internal control system and to risk assessment and management in connection with financial reporting.
  • With regard to the internal audit function, the Committee monitors and reviews the proper operation of the Internal Audit Division in accordance with professional standards and the applicable legal and regulatory framework. It evaluates the Division’s work, adequacy and effectiveness without affecting its independence. The Committee also reviews publicly disclosed information on internal control and the Company’s principal risks and uncertainties in relation to financial reporting. In this context, the Committee reports its findings to the Board and submits proposals for improvement, where deemed appropriate.
  • It monitors the statutory audit of the annual and consolidated financial statements, particularly its performance, taking into account any findings and conclusions of the competent authority pursuant to Article 26(6) of Regulation (EU) No 537/2014.
  • It reviews and monitors the independence of statutory auditors or audit firms in accordance with Articles 21, 22, 23, 26 and 27, as well as Article 6 of Regulation (EU) No 537/2014, and, in particular, the appropriateness of providing non-audit services to the Company pursuant to Article 5 of Regulation (EU) No 537/2014.
  • It is responsible for the selection procedure for statutory auditors or audit firms and recommends the statutory auditors or audit firms to be appointed in accordance with Article 16 of Regulation (EU) No 537/2014.