Activity Report of the Audit Committee
Of Kiriacoulis Mediterranean Cruises Shipping SA
for the Year 2021
This report refers to the actions of the Audit Committee of the “Kiriacoulis Mediterranean Cruises Shipping S.A.” (hereinafter the “Company”) concerning the financial year 2021 (period 1 January 2021 to 31 December 2021), regardless of whether they took place in the calendar year 2021 or in the calendar year 2022.
The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its supervisory work on the financial information, 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.
At a meeting held on 15 July 2021, the Audit Committee the Audit Committee drafted the final version of its revised Manual of Internal Rules of Operation of the Company, which is fully harmonized with the provisions of Law 4706/2020 which concerns the corporate governance of joint-stock companies with shares or other securities listed on a regulated market in Greece. The revised Manual of Internal Rules of Operation of the Company were unanimously approved by the Company’s Board of Directors at a meeting held on July 23, 2021 and posted on the Company’s website.
On July 17, 2020, the date of publication of Law 4706/2020 in the Government Gazette, the Audit Committee and the Internal Audit Service cooperated, with the aim of updating the Company’s Manual of Internal Rules of Operation in accordance with the content of the articles of Law 4706/2020. The new updated Internal Manual of Internal Rules of Operation were unanimously approved by the Company’s Board of Directors at the meeting on 16/07/2021. A summary of this was posted on the Company’s website.
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 2021 and did not find any issue that needs special attention. The Company’s Head of Internal Audit 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, 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 first semester of the year 2021 during the meeting of the BoD on 23/07/2021 and for the second semester of the year 2021 during the meeting of the BoD on 19/01/2022. Among other things, she informed the BoD that the Audit Committe: 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 2021. Within the framework of its responsibilities, the Audit Committee met with the Executive Members of the Board of Directors, Executive Officers 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 semester of the financial year 2021 and the annual financial statements of the Company and the Group for the financial year 2021, 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 Mr. Meletios Siastathis and members of his team.
The Audit Committee, following a unanimous decision, proposed to the Board of Directors as a suggestion to the Ordinary General Meeting of shareholders dated 01/09/2021 the election of the company “Associated Certified Public Accountants SA”, as auditors for the year 2021, and specifically Mr. Meletios Siastathis of Demetrios and Mrs. Athena Keramitzi of Epaminondas as Regular and Deputy Auditor respectively.
ALIMOS, APRIL 15TH 2022
THE AUDIT COMMITTEE