{"id":6564,"date":"2025-07-22T17:40:11","date_gmt":"2025-07-22T14:40:11","guid":{"rendered":"https:\/\/ca-life.othonas.aboutdev.gr\/?page_id=6564"},"modified":"2025-12-10T13:04:41","modified_gmt":"2025-12-10T11:04:41","slug":"kanonismos-leitourgias-epitropis-elegchou-tis-etaireias-credit-agricole-life-monoprosopis-a-a-e-z","status":"publish","type":"page","link":"https:\/\/ca-life.gr\/en\/etairiki-diakyvernisi-kanonistiki-symmorfosi\/kanonismos-leitourgias-epitropis-elegchou-tis-etaireias-credit-agricole-life-monoprosopis-a-a-e-z\/","title":{"rendered":"\u201cCr\u00e9dit Agricole Life Insurance Single Member S.A.\u201d Audit Committee Regulation of Operation"},"content":{"rendered":"
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\u201cCr\u00e9dit Agricole Life Insurance Single Member S.A.\u201d Audit Committee Regulation of Operation<\/h1>\t\t\t\t<\/div>\n\t\t\t\t
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    BoD Decision<\/span><\/strong><\/p><\/td>

    \u00a0Description<\/span><\/strong><\/p><\/td><\/tr>

    27.9.2023<\/span><\/p><\/td>

    		\u00a0<\/td>

    \u00a0Original version of the Regulation of operation<\/span><\/p><\/td><\/tr><\/tbody><\/table>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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    1. Introductory
    <\/strong><\/span><\/p>

    The present Regulation for the operation of the Audit Committee (hereinafter \u201cCommittee\u201d) of the company styled \"<\/span>Cr<\/span>\u00e9<\/span>dit<\/span>\u00a0<\/span>Agricole<\/span><\/strong>\u00a0Life Insurance Single Member S.A.<\/strong>\" (hereinafter \u201cCompany\u201d), have been drawn up in accordance with article 44, L. 4449\/2017, as it is each time in force, the guidelines, notes and recommendations each time in force of the competent supervisory authorities, Regulation (EU) 537\/2014 as it is in force from time to time, the best practices adopted and implemented by the\u00a0<\/span>Cr\u00e9<\/span>dit<\/span>\u00a0<\/span>Agricole<\/span>\u00a0<\/span>Assurances<\/span> as well as the Company's Rules of Procedure, as applicable from time to time.<\/span><\/p>

    The Committee\u2019s Regulation is approved and amended by the Board of Directors following the Committee\u2019s recommendation <\/span>The Regulation is reviewed for its adequacy, at least annually by the Committee.<\/span><\/p>

    2. Purpose of the Committee<\/strong><\/span><\/p>

    The Audit Committee aims to assist in the establishment of an effective Corporate Governance structure, providing the appropriate support to the Board of Directors in terms of its competencies, which mainly concern the following:<\/span><\/p>

    • Overview of the adequacy and effectiveness of the Internal Audit System (IAS).<\/span><\/li>
    • Monitoring compliance with laws and regulations.<\/span><\/li>
    • Reviewing the financial reporting process and ensuring the integrity of the financial statements.<\/span><\/li>
    • The assignment process, as well as the monitoring of the performance, objectivity and independence of the auditing and non-auditing services provided by the Chartered Auditor-Accountant or the Auditing Company (hereinafter \u201cAuditor\u201d).<\/span><\/li>
    • Monitoring the efficiency and performance of the Internal Audit Unit (IAU).<\/span><\/li>
    • Monitoring and controlling the adequacy and effectiveness of the activities of the Compliance Unit (RCU).<\/span><\/li>
    • Monitoring and controlling the adequacy and effectiveness of the activities of the Risk Management Unit (RMU).<\/span><\/li>
    • Management of staff and third-party complaints (through whistleblowing procedures) and compliance with the rules of conduct.<\/span><\/li><\/ul>

      3. Type, Composition and Term of the Committee<\/strong><\/span><\/p>

      The type of the Committee is decided by the General Meeting of shareholders. In compliance with the relevant resolution of the General Meeting, the Committee may function alternatively, as:<\/span><\/p>

      (a)<\/strong> Committee of the Board of Directors, comprising exclusively of non-executive members of the Board of Directors.<\/span><\/p>

      (b)<\/strong> Independent Committee, namely staffed exclusively by third parties, i.e. persons who do not participate in any other function of the Company.<\/span><\/p>

      (c)<\/strong> Independent-mixed Committee, namely the majority of its members to be third parties in the aforementioned sense while the remaining members to be at the same time non-executive members of the Board of Directors.<\/span><\/p>

      As long as the Committee constitutes a Committee of the Board of Directors, according to the provisions of the above subparagraph (a)<\/strong>, all its members shall be elected by resolution of the Board of Directors.<\/span><\/p>

      As long as the Committee constitutes an Independent Committee, according to the provisions of the above subparagraph (b)<\/strong>, all its members shall be elected by resolution of the General Meeting of shareholders.<\/span><\/p>

      Finally, as long as the Audit Committee constitutes an Independent Mixed Committee, according to the provisions of the above subparagraph (c)<\/strong>, its members, who are third parties, shall be appointed by resolution of the General Meeting of shareholders, while its member, who participates in the Board of Directors of the Company, shall be elected, at the discretion of the General Meeting, either by resolution of the same or by resolution of the Board of Directors.<\/span><\/p>

      \u00a0<\/span>The Audit Committee consists of at least three (3) members, who:<\/span><\/p>

      (a)<\/strong> In case the Committee has been designated by the General Meeting as a Committee of the Board of Directors, the majority of them should be independent non-executive members.<\/span><\/p>

      (b)<\/strong> In case the Committee has been designated by the General Meeting as an Independent one, the independence of the third parties should be documented.<\/span><\/p>

      (c)<\/strong> In case the Committee has been designated by the General Meeting as Independent-mixed one, the independence of the third parties should be documented, while the participating members of the Board of Directors may only be non-executive and not independent members.<\/span><\/p>

      The Chairman of the Audit Committee must, by law, always be independent from the Company.<\/span><\/p>

      The independence of the members of the Committee is assessed taking into account the requirements of article 9, L. 4706\/2020, as applicable from time to time.<\/span><\/p>

      The term of office of the members of the Audit Committee is fixed by the General Meeting of the Company and is at least three years.<\/span><\/p>

      The members of the Committee should have the technical competence and training for their participation in the Committee. Each member is provided with appropriate information and training, upon appointment, but also on an ongoing basis. At least one (1) member of the Audit Committee, who is independent, must have sufficient knowledge and experience in auditing or accounting.<\/span><\/p>

      In case of resignation, death or loss of capacity of the member of the Audit Committee before the expiry of his term, the Board of Directors of the Company may:<\/span><\/p>

      (a)<\/strong> If the person who resigned or otherwise lost his capacity of Committee member is a third party, appoint a third party, not a member thereof, as his temporary substitute. The General Meeting following the appointment of the temporary substitute, at its discretion and in accordance with the existing legislative and regulatory framework, will either appoint the same person as a member of the Audit Committee or elect another, for the period of time until the end of the term of office of the resigned or dismissed member.<\/span><\/p>

      (b)<\/strong> If the person who resigned or otherwise lost the capacity of Committee member is a member of the Board of Directors, appoint another from among its existing members, to replace the ceased one for the remaining period until the end of his term of office, taking into account, where appropriate, paragraphs 1 and 2, article 82 of Law 4548\/2018 (A' 104), which is applied accordingly.<\/span><\/p>

      4. Competence<\/strong><\/span><\/p>

      Within the frameworks of the role thereof, the Board of Directors authorizes the Audit Committee to:<\/span><\/p>

      • Have full, free and unrestricted access to all the Company's activities, records, material facilities and personnel.<\/span><\/li>
      • Have complete freedom to inspect and evaluate all policies, procedures, audit mechanisms and practices of any activity of the Company, as well as any program of actions or operation related to the auditing work.<\/span><\/li>
      • Cooperate with other Committees of the Board of Directors (if any).<\/span><\/li>
      • Seek any kind of professional advice or opinion from an external body, if deemed appropriate, as well as invite external bodies to meetings or delegate audits to them, when required due to special circumstances.<\/span><\/li><\/ul>

        Furthermore:<\/span><\/p>

        • Committee members may be assigned specific powers, duties and areas of responsibility.<\/span><\/li>
        • The Audit Committee has the responsibility to communicate freely and openly with the External and Internal Auditors, the Board of Directors, and the Company's Management and to promote communication with the competent Supervisory Authorities.<\/span><\/li>
        • The Committee can cooperate with all the executives of the company, depending on the needs, in order to accomplish its work. The Committee assesses its needs and determines the resources it needs to carry out its work.<\/span><\/li>
        • The Committee may appoint external consultants to assist its work in accordance with the procedures adopted by the Company regarding the assignment of services to third parties\/external partners.<\/span><\/li><\/ul>

          5. Chairman of the Committee<\/strong><\/span><\/p>

          The Chairman of the Audit Committee must be a member independent from the Company. The Chairman of the Committee and the Chairman of the Board of Directors cannot be the same person. The Chairman of the Audit Committee must have similar recent experience in a committee or chair position.<\/span><\/p>

          The main responsibilities of the Chairman of the Committee are:<\/span><\/p>

          • To convene the meetings of the Committee and set the agenda of the meeting and the list of persons invited to the meeting in addition to the Members of the Committee. Committee members may request the Chairman to convene an extraordinary meeting on specific issues.<\/span><\/li>
          • To chair the meetings of the Committee and coordinate its work, in accordance with the Regulation for the operation of the Committee and the resolution of the Company\u2019s Board of Directors.<\/span><\/li>
          • To inform the Board of Directors, as a representative of the Committee, on its annual goals, and, on a regular basis, about the course of its work.<\/span><\/li>
          • To head and coordinate the Committee\u2019s self-assessment process.<\/span><\/li><\/ul>

            In the event of the Chairman\u2019s absence, to convene and hold the meeting, the most senior of the members present shall temporarily chair the Committee.<\/span><\/p>

            6. Self-assessment<\/strong><\/span><\/p>

            The Committee assesses its performance annually, based on its statute. Then, it submits proposals to the Board of Directors regarding the improvement of the services provided thereby.<\/span><\/p>

            7. Powers of the Committee
            \u00a0 \u00a0 I. Supervision of the Internal Audit Unit (IAU)<\/strong><\/span><\/p>

            The Internal Audit service\/function has been outsourced to the parent company of the <\/span>Cr\u00e9<\/span>dit<\/span>\u00a0<\/span>Agricole<\/span>\u00a0<\/span>Assurances<\/span>. The (<\/span>Group<\/span>\u00a0<\/span>Cr\u00e9<\/span>dit<\/span>\u00a0<\/span>Agricole<\/span>\u00a0<\/span>Assurances<\/span>\u00a0<\/span>Internal<\/span>\u00a0<\/span>Audit<\/span>\u00a0\u2013\u00ab<\/span>DAA<\/span>\u00bb) has been established and operates in accordance with article 17 of the French Ministerial Decree dated 3 November 2014 as well as in accordance with the instructions issued by the \u00ab<\/span>Audit<\/span>–<\/span>Inspection<\/span>\" sector of <\/span>Cr<\/span>\u00e9<\/span>dit<\/span>\u00a0<\/span>Agricole<\/span>. Furthermore,\u00a0<\/span>DA<\/span>A's activities are carried out in accordance with the best international internal audit standards, issued by the Institute of Internal Auditors, in compliance with the requirements of the Directive (EC) 2009\/138\/EC (Solvency II), as applicable from time to time, as well as each time in force EIOPA guidelines regarding the governance system of insurance companies. Within this framework, decisions on the resources, the structure of DAA, the policies and procedures applied by\u00a0<\/span>DAA<\/span>, the policies and procedures applied by\u00a0<\/span>DAA<\/span>\u00a0for the exercise of internal audit, the staffing of\u00a0<\/span>DAA<\/span>\u00a0and the remuneration of its executives, are passed at group level and are subject to control and approval by the relevant competent committees of the Group.<\/span><\/p>

            Given the above, the Audit Committee has the following responsibilities:<\/span><\/p>

            • It evaluates the process of drawing up the Audit Plan, emphasizing on the process of risk assessment, prioritization of audits and coordination with the External Audit.<\/span><\/li>
            • It evaluates and approves the Audit Plan, in order to ensure its efficiency, monitors the compliance with it and approves of any changes.<\/span><\/li>
            • It reviews and evaluates audit reports, which it must ensure that it receives periodically, as well as responses and implementation timelines for proposed corrective actions.<\/span><\/li>
            • It ensures that senior management takes the necessary corrective actions in a timely manner to ensure compliance with policies, laws and regulations and to mitigate or address audit weaknesses and other significant issues identified by the IAU.<\/span><\/li>
            • It receives and reviews at least annual IAU activity reports, which may include, but are not limited to, audits, risk assessment, planning and staffing issues.<\/span><\/li>
            • It meets with the head of the IAU, at least once a year, without the presence of other members of the Management, in order to discuss matters of his competence, as well as possible issues arising from the carrying out of internal audits.\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/li>
            • It provides immediate information to the members of the Board of Directors, particularly regarding any significant issues.
              <\/span>
              <\/span> II. Supervision of Statutory Auditors
              <\/strong><\/span><\/span>The Audit Committee has the following responsibilities:<\/li>
            • It sets the selection criteria for External Auditors, matters of technical specifications, and remuneration, and forwards them to the Audit Committee of the parent company, <\/span>Cr\u00e9<\/span>dit <\/span>Agricole <\/span>Assurances<\/span>. <\/span>The <\/span>parent company organizes a tender process, in accordance with the requirements of Regulation (EU) 537\/2014, as applicable from time to time, and its internal procedures and policies and communicates the results thereof to the Audit Committee. On the basis of the notified results of the tender process, the Audit Committee submits to the Company's Board of Directors, insofar as this is required by Regulation (EU) 537\/2014, as applicable from time to time, a reasoned recommendation, which contains at least two alternative options for the appointment of the external auditors, through which the Committee expresses a duly justified preference for one of them.<\/span><\/li>
            • It ensures the conduct of a tender process for the selection of External Auditors at the periodicity determined by law.<\/span><\/li>
            • It introduces to the Board of Directors the content of the call for proposals for the appointment of the Company's Statutory Auditors.<\/span><\/li>
            • After examining the submitted candidacies with respect to the technical and financial aspects of their offers, as well as matters of independence and conflict of interest, it submits to the Board of Directors a proposal regarding the appointment, reappointment, and dismissal of the External Auditors, as well as the approval of their remuneration and terms of engagement, which may also include a proposal for a specific candidate. The proposal of the Audit Committee concerning the list of candidate External Auditors is approved by the Company\u2019s Board of Directors, which is responsible for submitting the relevant proposal to the General Meeting.<\/span><\/li>
            • It reviews the contract of assignment with the selected Statutory Auditors (engagement letter) before its execution.<\/span><\/li>
            • It evaluates on an annual basis the work of the Statutory Auditors and assures the Board of Directors that their work, in terms of scope and quality, is proper and sufficient.<\/span><\/li>
            • It informs the Board of Directors about the result of the statutory audit and analyzes the contribution of the statutory audit to the integrity of the financial information, as well as the role that the Audit Committee plays in this process.<\/span><\/li>
            • It examines and monitors the independence of the External Auditors, the objectivity and effectiveness of the audit process, taking into account the relevant professional and regulatory requirements.<\/span><\/li>
            • It approves of the provision of non-auditing services by the Statutory Auditors, having previously assessed possible threats regarding the risks to their independence and the safeguards implemented to limit such risks in accordance with the current legislation (Regulation (EU) 537\/2014 and Law 4449\/2017 which incorporates Directive 2014\/56\/EU into the Greek law) and it annually receives a letter of assurance of their independence from the Statutory Auditors.<\/span><\/li>
            • It discusses with the Statutory Auditors any material audit disputes that arise during the audit, regardless of whether they have been resolved.<\/span><\/li>
            • It discusses with the Statutory Auditors any identified weaknesses of the Internal Control System, especially those related to the procedures of providing financial information and drawing up financial statements.<\/li><\/ul>

              \u00a0 \u00a0 \u00a0 III. Monitoring of Financial Statements<\/strong><\/span><\/span><\/p>

              The Audit Committee:<\/span><\/p>

              • Monitors the implementation of effective financial reporting procedures and submits proposals and recommendations to ensure its integrity.<\/span><\/li>
              • Monitors the statutory audit of the annual and the review of the half-yearly consolidated financial statements, as well as the performance of such audit.<\/span><\/li>
              • Supports the Board of Directors, in order to ensure that the Company's financial statements are reliable and in accordance with the accounting standards, the tax principles and the applicable legislation.<\/span><\/li><\/ul>

                Specifically:<\/span><\/p>

                • It monitors and evaluates the process of drawing up the financial statements as well as any other form of financial information.<\/span><\/li>
                • It oversees important accounting and financial reporting issues, with an emphasis on matters of judgement and asset and liability valuation methods.<\/span><\/li>
                • It is updated and monitors the Company's legal and tax matters, which may significantly affect the financial statements.<\/span><\/li>
                • It reviews the half-yearly and annual financial statements, and the accompanying reports, before their publication and discusses with the Management the important issues (indicative: changes in accounting policies, estimates, significant variations from previous years, differences not recorded in the accounts).<\/span><\/li>
                • It reviews the letter requested by the Statutory Auditors from the Management (Representation Letter).<\/span><\/li>
                • It recommends to the Board of Directors the approval of the necessary periodic financial statements.<\/span><\/li>
                • It ensures, on behalf of the Board of Directors, that there are no significant disagreements between the Management and the Statutory Auditors. For this purpose, it holds meetings, with or without the presence of the Management, with the Statutory Auditors to discuss the above issues.<\/span><\/li>
                • It submits to the Board of Directors the reports of the Statutory Auditors.<\/span><\/li>
                • It informs the Board of Directors on issues about which the Statutory Auditors express strong concern.<\/span><\/li><\/ul>

                  \u00a0 \u00a0 \u00a0 IV. Supervision of the Internal Audit Unit (IAU)
                  <\/strong><\/span><\/span><\/span><\/p>

                  The Audit Committee:<\/p>

                  \u2022 Assures the Board of Directors that there is sufficient and systematic monitoring of the ICS (including regulatory compliance and information systems security), quality assurance and operational risk management, mainly with regard to financial information, as well as that the Company complies with the relevant laws and regulations.<\/p>

                  \u2022 Participates in the process of monitoring the implementation of the IAU\u2019s recommendations for improvements in the Company's audit mechanisms and procedures, in order to examine the progress of the implementation of the recommendations and any problems arising in the relevant action plans.<\/p>

                  \u2022 Supports the Board of Directors in obtaining sufficient information to make decisions on related party transactions and potential conflicts of interest.<\/p>

                  \u2022 Ensures the existence of procedures according to which the Company's staff can, in confidence, express their concerns about potential illegalities and irregularities in matters of financial information or for other issues related to the operation of the Company.<\/p>

                  8. Meetings
                  \u00a0 \u00a0 \u00a0I. Convocation of Meeting and Participants<\/strong><\/span><\/p>

                  The Committee meets as often as necessary to carry out its mandate and at least twice a year. The meetings take place at the Company's offices or at any other place in Greece or abroad as long as all the members of the Committee agree to this.<\/span><\/p>

                  The meeting can also be held by teleconference with respect to some of its members.<\/span><\/p>

                  At the latest in the beginning of each calendar year, the Committee prepares an indicative annual meeting calendar.<\/span><\/p>

                  The Chairman of the Committee may invite to the meeting, or part of it, members of the Board of Directors or executives of the Company, external advisers of the Committee.<\/span><\/p>

                  \u00a0 \u00a0 \u00a0II. Term for sending Invitation and Material<\/strong><\/span><\/p>

                  The agenda of the meetings is prepared by the Chairman and notified by the Chairman or any perchance Secretary, no later than three (3) working days before the meeting, together with the appropriate information material. The invitation of the Chairman of the Committee must necessarily include or be accompanied by the technical information and instructions to the members of the Committee, in order to make it possible for anyone who wishes to participate in the meeting via video conference.<\/span><\/p>

                  Each member of the Committee has the right to request in writing from the Chairman of the Committee the convening of a meeting, in order to discuss specific issues. This right is granted to the head of the Company's Internal Audit Unit as well as to the Statutory Auditors.<\/span><\/p>

                  \u00a0 \u00a0 III. Quorum<\/strong><\/span><\/p>

                  The members of the Committee may take part in the meetings in person or by proxy, granting authorization exclusively to one of the other members of the Committee. Under no circumstances can one (1) member of the Committee represent more than one (1) Member.<\/span><\/p>

                  The presence or representation of three (3) members of the Committee is required for the existence of a quorum at the meetings of the Committee. However, the independent member of the Committee, with sufficient knowledge and experience in audit or accounting matters, is required to attend in person the meetings of the Committee, which concern the approval of the financial statements.<\/span><\/p>

                  \u00a0 \u00a0 IV. Passing of resolutions<\/strong><\/span><\/p>

                  The resolutions of the Committee are passed by a majority of the members present or represented. In the event of a tie, the Chairman\u2019s vote is decisive (if the Committee consists of more than three (3) members). The Board of Directors must be informed when the resolutions of the Committee are not unanimous.<\/p>

                  \u00a0 \u00a0 V. Minutes - Approval<\/strong><\/span> of Minutes \u2013 Committee Secretary<\/strong><\/span><\/p>

                  The Committee's discussions and resolutions are recorded in a minute\u2019s file, which can also be kept electronically. The minutes must record the resolutions taken, the attendees, the agreed actions and the persons responsible for implementation. In cases of resolutions passed by a majority, the opinion of the minority must be recorded in the minutes.<\/span><\/p>

                  The Committee approves the minutes of each meeting no later than the next meeting by circulation and these are then signed by the present Members of the Committee (by handwritten or electronic signature). If a member refuses to sign, a relevant mention is made in the minutes. The signatures of members or their representatives may be replaced by email messages.<\/span><\/p>

                  The Audit Committee may appoint its Secretary, who is responsible for recording the minutes of the meetings. The minutes of the Committee as well as any relevant correspondence of the Committee are kept in records under the responsibility of the Secretary or the Chairman, if no Secretary has been appointed.<\/span><\/p>

                  Copies of the minutes are certified by the Chairman of the Committee.<\/span><\/p>

                  \u00a0 \u00a0 VI. Preparatory Meetings
                  <\/strong><\/span><\/p>

                  The Chairman of the Audit Committee may convene, before each meeting, a preparatory meeting with the Internal Auditor, the Financial Manager and\/or the Statutory Auditor. The remaining members of the Audit Committee have the right to attend, if they wish.<\/p>

                  9. Provision of Information to the Board of Directors<\/strong><\/span><\/p>

                  The Audit Committee:<\/span><\/p>

                  • Informs the Board through its Chairman about the course of its work.<\/span><\/li>
                  • Notifies the Board of Directors of the agendas and the supporting material and Minutes of the meetings. The minutes of the meetings are notified to the Board of Directors in a reasonable period of time.<\/span><\/li>
                  • Informs the Board of Directors of the results of the Committee's annual self-evaluation.<\/span><\/li>
                  • Submits an annual report of the Committee's activities to the Board.<\/span>.<\/b><\/span><\/span><\/li><\/ul>

                    10. Obligations of the members of the Audit Committee in relation to ensuring the proper functioning of the Committee.<\/strong><\/p>

                    Each member of the Committee is obliged to immediately and in writing (including sending an e-mail message) notify to the Chairman of the Committee any event or relationship that may affect or is considered to affect his independence and impartiality. The Chairman of the Committee informs the Managing Director of the Company about this fact immediately.<\/p>

                    The members of the Committee demonstrate due diligence and the required confidentiality when using the information that comes to their knowledge in the context of the provision of their services.<\/span><\/p>

                    The members of the Committee comply with the applicable legislation, the articles of association and the provisions of the Company's Code of Conduct, as they are included in its Rules of Procedure.<\/span><\/p>

                    The members of the Committee receive remuneration according to the complexity- scope of their work, the time of engagement required, the degree of their responsibility and, if applicable, the level of the fees of the other members of the Board of Directors, for those members of the Committee who are at the same time members of the Board of Directors.<\/span><\/p>

                    \u00a0<\/strong><\/span><\/span><\/p>

                    \u00a0<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t<\/div>","protected":false},"excerpt":{"rendered":"

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