Activity Report of the Audit Committee
Of Kiriacoulis Mediterranean Cruises Shipping SA
for the Year 2020
This report refers to the actions of the Audit Committee of the “Kiriacoulis Mediterranean Cruises Shipping S.A.” (hereinafter the “Company”) concerning the fiscal year 2020 (period 1 January 2020 to 31 December 2020), regardless of whether they took place in the calendar year 2020 or in the calendar year 2021.
The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its supervisory work on the financial statements, the internal audit system and the company’s compliance with the applicable regulatory framework. In order to fulfill this purpose, the Audit Committee, based on the decisions of its meetings, makes oral presentations to the Board of Directors of the company, on the issues that fall within the scope of its responsibilities, submitting written reports to it, when this is deemed appropriate for the most complete information of the members of the Board of Directors. The Audit Committee met whenever deemed appropriate by its Chairman for the smooth performance of its responsibilities at the company’s headquarters, with the participation of all its members.
The Audit Committee, in the context of monitoring the effectiveness of the company’s internal audit systems, met with the Company’s Head of Internal Audit, examined and was informed about the Internal Audit reports for the 1st, 2nd, 3rd and 4th quarter of the year 2019 and did not find any issue that needs special attention. The Company’s auditors made a brief report on the methodology of conducting the regular audit, based on the audit procedures contained in the Company’s Manual of Internal Audit Procedures, while reading the content of the internal audit report and identified specific safeguards that ensure the reliability of the procedures for registration, processing and disseminating financial information, minimizing the risk of error or fraud, such as adhering to the approval of expenses invoices before entering them in the Company’s accounting information system by the nominated persons defined in the Internal Rules of Operation as well as the alignment of tax receipts (invoices) with legal receipts (charter agreements) that exist when calculating the revenues from charters of privately-used yachts. The Committee monitored the implementation and compliance of the Internal Rules of Operation of the Company and its articles of association, especially after its amendment by the Ordinary General Meeting of 29.07.2019, without presenting any issue and did not find cases of conflict of interest of the members of the BoD or its executives with the Company.
Chairman of the Audit Committee and member of the BoD, Zoe Vasiliou, informed the members of the BoD for the activities of the Audit Committee for the year 2019 during the meeting of the BoD on 29/01/2020. Among other things, she informed the BoD that the Audit Committee, according to paragraph 3 of article 44 of Law 4449/2017: a) monitored the mandatory audit of the Company’s financial statements and informed the BoD for the results of the audit, b) monitored the process of financial information and c) proposed to the Ordinary General Meeting the certified auditors for the accounting and tax audit of the year 2019. Within the framework of its responsibilities, the Audit Committee met with the Chairman and Vice-Chairman of the Board of Directors, members of the Company’s Management and the certified public accountant and informed them of its findings. In addition, the Audit Committee in the context of monitoring the effectiveness of the Company’s internal audit systems met with the Company’s Head of Internal Audit and examined the Internal Audit reports submitted to it as mentioned above. The Audit Committee considered that the work of the Internal Audit Department, as reflected in the content of the submitted internal audit reports, was fully harmonized with the professional standards concerning the internal audit, the current legal and regulatory framework, as well as the relevant provisions of the Internal Operating Regulations of the Company and evaluated as adequate the mechanisms applied by the Company with the aim of the correct registration, processing and disclosure of financial data.
The Audit Committee also evaluated the mechanisms of production and dissemination of financial information and in this context monitored, examined and evaluated the process of preparation and publication of financial information by the relevant corporate announcements department of the Company, informing the Board of Directors for its findings and considered the financial information given by the Company, sufficient.
Within its competence for the monitoring of the mandatory audit of the interim financial statements of the Company and the Group for the first half of the fiscal year 2020 and the annual financial statements of the Company and the Group for the fiscal year 2020, as well as the issuance of a quality opinion of these, the Audit Committee held meetings with the Accounting Officer of the Company Mrs. Hariklia Theodorou and the certified auditor.
The Audit Committee, following a unanimous decision, proposed to the Board of Directors as a suggestion to the Ordinary General Meeting of shareholders dated 29/07/2020 the election of the company “Associated Certified Public Accountants SA”, as auditors for the year 2020, and specifically Mr. Meletios Siastathis of Demetrios and Mr. Theodoros Papagiannos of Ioannis as Regular and Deputy Auditor respectively.