The Board of Directors is the highest governing body of Quest Holdings (or Company) and is responsible for the management of the company, its assets and the realization of its purpose. In addition, and in cooperation with the Management of the subsidiary companies, it has the ultimate responsibility for the Group's strategy, the establishment of the Group's priorities, general principles and policies. According to the Company's Articles of Association, the BoD shall consist of a minimum of seven (7) to a maximum of ten (13) members, who may be executive, non-executive and independent non-executive members.
Mr Fessas is the founder and main shareholder of the company Quest Holdings S.A.. Quest Holdings, founded in 1981 (as Info-Quest), is listed on the Athens Stock Exchange (1998) and operates through its subsidiaries in the field of information technology, e-commerce, courier services, renewable energy sources, and air conditioning products and services. He is also a major shareholder and Chairman of the listed property management company BriQ Properties SA.
He has served as the Chairman of the Board the Hellenic Federation of Enterprises (SEV) (2014-2020), he is the Honorary President of the Federation of Hellenic Information Technology & Communications Enterprises (SEPE).
He holds a degree in Mechanical-Electrical Engineering from the National Technical University of Athens and a Master's degree in Thermodynamics from the University of Birmingham, Great Britain.
Efi Koutsoureli is Vice Chairwoman of the Board of Directors of Quest Holdings S.A. and also member of the Board of Directors in the Group's companies. Her studies were in Business Administration and Economics at Deree College, Athens. Having begun her own business activity in the commercial trade sector, she then collaborated with Info-Quest from its commencement with a shareholder relationship, while in 1984 she became a founding member during the transformation of the company into a Société Anonyme (SA). She managed various company functions, contributing to the dynamic development and evolution of the company into a Group of companies with activities in the fields of Information Technology and Digital Technology, Postal Services and Renewable Energy Sources. For several years, she was of the Head of the Marketing and Communication section, while at present she is actively involved with the Corporate Affairs of the Group and its companies.
In 2013,she personally undertook the initiative in leading the efforts to lay the foundations of the transformation of the Group in response to the new requirements, demands and philosophy that govern the era of Sustainable Development, while strengthening the corporate governance value system and at the same time advancing the organization through digital innovation for the new era and promoting a culture of equality and diversity within the Group's companies.
During the period 2007-2010 she was a member of the Board of Directors of the Federation of Hellenic ICT Enterprises (SEPE) in Greece and has served as a member of the Board of Directors to various other organizations and charitable foundations, many which she continues to this day.
Ms. Philippa Michali is the Chairwoman and CEO of NN Hellas since April 2023. She is a member of the Board of Directors of the charity ALBA Executive Development & Applied Research in Business Administration, a member of the Executive Committee of the Board of Directors of the Hellenic Association of Insurance Companies, and Chairwoman of the Life and Pensions Committee, as well as a member of the Board of Directors of the Hellenic-Dutch Association of Trade and Industry. Prior to joining the NN Group, Philippa worked at the Allianz Group for more than 25 years, initially in the mutual fund management sector and later in the insurance sector, where she was Managing Director for Greece and Cyprus for about 8 years. She has also served as a member of the Board of Directors of the German Hellenic Chamber of Industry and Commerce and of the General Council of the Hellenic Federation of Enterprises (SEV). She holds a Bachelor Degree in Banking & Financial Management from the University of Piraeus and a Master’s Degree in Business Administration (MBA) from ALBA Graduate Business School. She is mother to twin boys.
Authorities of Corporate Bodies
The Board of Directors, as the highest governing body of the Company, is mainly responsible for:
- determining the vision, mission, values and culture of the Company;
- planning and monitoring the implementation of the Company's strategy and approving and monitoring the Company's business plan, aiming at the sustainable promotion of the corporate interest and the protection of the interests of all stakeholders;
- making decisions concerning the management of the Company, the management of its assets and generally the achievement of its objective;
- defining and supervising the corporate governance system stipulated in provisions 1 to 24 of Law 4706/2020, and periodically monitoring and evaluating, at least every three (3) fiscal years, its implementation and effectiveness, taking appropriate action to address deficiencies;
- ensuring the adequate and efficient operation of the internal audit system aiming in particular at:
- the consistent implementation of the operational strategy, with the effective use of available resources;
- the identification and management of substantial risks associated with its business activity and operation;
- the efficient operation of the internal audit unit;
- ensuring the completeness and reliability of the data and information required for the accurate and timely determination of the Company's financial position and the preparation of reliable financial statements, as well as its non-financial position in accordance with Article 151 of Law 4548/2018;
- compliance with the regulatory and legislative framework, as well as internal regulations, policies and procedures governing the operation of the Company.
- determining the extent of the Company's exposure to the risks it intends to take in the context of achieving its objective and in particular its long-term objectives and operational strategy;
- ensuring that the Company’s annual financial statements, the annual management report and the corporate governance statement, their consolidated form, as well as the remuneration report of the members of the BoD, are prepared and published in accordance with the provisions of the law and the relevant accounting standards;
- recommending to the General Meeting (or “GM”) the appointment of the certified public accountant or audit firm;
- defining a sustainable development policy and an ESG strategy;
- appointing the Committees which will support its work, and approving their Internal Rules of Procedure;
- the supervision of the implementation of its resolutions by the executive management and the overall monitoring and control of the performance of the Company and its executives;
- determining the responsibilities of the CEO, the Deputy CEO and the executive directors when appointed;
- establishing appropriate structures, reporting lines and responsibilities to achieve the Company's objectives;
- ensuring the smooth succession of its members as well as senior executives of the Company;
- its effective functioning, the systematic evaluation of its BoD as a single body, its Committees and its members, and their continuous improvement;
- ensuring the composition and operation of the BoD and its Committees in accordance with the legislation in force, as well as the compliance with any obligation arising from the legislation in force, as well as from the corporate documents and policies and procedures which govern it; and
- the other responsibilities as provided for by the Company's Articles of Association, its Internal Regulation and the applicable legislation.
In addition to the above –basically collective– responsibilities, the BoD may delegate the exercise of part or all of the management and representation powers of the Company, other than those requiring collective action, to one or more persons, members of the BoD, employees of the Company or third parties, determining at the same time the extent of such delegation.
The term of office of the members of the Board of Directors is three years (3 years), which is automatically extended until the first ordinary General Meeting after the end of their term of office, which, however, cannot exceed four years.
The members of the BoD may be re-elected and are freely revocable. Subject to the above, the term of office of the BoD may be extended until the expiry of the time limit within which the next ordinary General Meeting of the shareholders of Quest Holdings must be convened.
Under the responsibility of the Chairperson of the BoD, the Chairpersons of the Committees and the Independent Vice-Chairperson, the Board of Directors shall hold individual executive sessions.
Members of the Board of Directors, executives of the Company’s Management and of the Group’s Companies, third parties (e.g. certified public accountant appointed by the Company) and external consultants shall participate in those sessions. The sessions are included in the BoD's agenda and are usually scheduled at the beginning or end of its meeting.
The Independent Vice-Chairperson shall ensure that at least two (2) sessions are planned per year in which only non-executive members of the BoD shall participate, to discuss:
- the monitoring of the Company's strategy and its implementation, as well as the achievement of its objectives;
- any issues relating to the performance of the Executive Members of the BoD, including the monitoring and audit of their performance;
- any issues relating to the corporate governance of the Company.
In addition, the Independent Vice-Chairperson, shall ensure that the independent non-executive members of the BoD meet at least once (1) a year to prepare, if possible together, their report to the Ordinary General Meeting of the Company, as well as other reports, if required so.
The size and composition of the BoD allows for the effective exercise of its responsibilities and reflects the size, activities and strategic development plan of Quest Holdings. The BoD shall consist of a minimum of seven (7) to a maximum of ten (13) members, who may be executive, non-executive and independent non-executive members.
The selection, replacement or renewal (or not) of the term of office of the members of the BoD shall be carried out on the basis of a policy on the suitability of the members of the Board of Directors (Suitability Policy), approved by the General Meeting, aiming at the appropriate and quality staffing of the BoD for the effective fulfillment of its tasks in accordance with the business model and the strategy of the Company. The independent non-executive members are elected by the General Meeting or appointed by the BoD in accordance with paragraph 4 of Article 9 of Law 4706/2020, and normally make up at least 50% of the members of the BoD. In exceptional cases and provided that the Company puts forward and substantiates a specific reason, the members can be less but not below one third (1/3) of the total number of the members of the BoD and in any case not less than two (2).
The independent non-executive members of the BoD shall fulfill the independence criteria as provided for in Article 9 of Law 4706/2020 and detailed in the Internal Regulation of the Company and under the Procedure followed for the communication by the independent non-executive members of any dependency relations.
The BoD shall define the status of its members as executive or non-executive, and shall further post and keep up-to-date the information and documents relating to the election of its candidate members (executive, non-executive and independent non-executive), in accordance with Article 18 para. 1 and Article 4 para. 4 of Law 4706/2020.
After its formation into a body, the BoD shall elect, by an absolute majority of its members, the following persons:
- the Chairperson of the BoD
- the Vice-Chairperson(s)
- the Chief Executive Officer
- the Deputy Chief Executive Officer and/or Executive Directors, if any and
- the rest of the Members
The BoD shall set up Committees which shall support its work and make recommendations to it for the adoption of its resolutions. In the context of the BoD, the following Committees are currently in operation, whose role and responsibilities are detailed in the respective Internal Regulations:
- Audit Committee;
- Nomination and Corporate Governance Committee;
- Remuneration Committee;
- Sustainable Development Committee;
- Strategic Planning Executive Committee.
The BoD with its relevant resolutions may also establish other Committees.
Finally, the BoD by implementing best corporate governance practices, at its discretion, shall appoint as members of the Audit Committee and the Remuneration Committee only independent non-executive members.
The BoD shall be supported by a Corporate Secretary appointed by the BoD, who is not a BoD member.
The Chairperson shall preside over the meetings of the Board of Directors and direct its work to ensure its effective and efficient operation. The responsibilities of the Chairperson shall be determined on the basis of the applicable Greek legislation, the Articles of Association of the Company, the assignment of responsibilities under the relevant provisions of corporate law and the Corporate Governance Code adopted by the Company.
Finally, the Chairperson, in addition to the responsibilities related to the operation of the Board of Directors, and to the extent that he/she maintains executive capacity, shall exercise the executive powers conferred on him/her under the relevant authorizations of the BoD, in order to participate in all decisions that have a material impact on the course of the Company.
The Vice-Chairperson (or the Vice-Chairpersons of the BoD, if more than one is appointed) shall replace the Chairperson regarding his/her duties, in cases where the Chairperson is prevented from performing them, and more generally, where provided for by the Articles of Association, the law, the Internal Rules of Procedure of the BoD and other Policies and Procedures of the Company. The Vice-Chairpersons(s) shall act as liaisons of the Chairperson with the other members of the Board of Directors, while they participate in meetings with shareholders of the Company to discuss issues related to its governance. Notwithstanding the above, in the event that the Chairperson has executive duties, the BoD shall elect at least one Vice-Chairperson from its independent non-executive members, to contribute to the independence of the operation of the BoD, the adequate information of its non-executive members and their effective participation in the process of supervision and decision-making. The Independent Non-Executive Vice-Chairperson of the BoD, in addition to the above duties, shall have the following specific responsibilities:
- lead, in cooperation with the Nomination and Corporate Governance Committee, the procedure for the evaluation of the Chairman of the BoD, in accordance with the procedures for the evaluation of the BoD
- In cooperation with the Chairman of the BoD, he/she shall plan and coordinate the individual meetings of the non-executive members.
- He/she shall ensure the submission of the annual reports and reports of the independent members of the BoD to the ordinary GM of the Company.
In addition to the more specific executive powers conferred on the Chief Executive Officer and the Deputy Chief Executive Officer on the basis of the relevant decisions of the BoD, their role in the operation of the BoD consists in their special responsibility of coordinating the recommendations of the Executive Members and other senior executives of the Company and the Group's Companies, which are submitted to the BoD.
On a proposal from the Chairperson of the BoD, it is possible to appoint one or more Executive Directors. His/her individual responsibilities shall be proposed by the Chairperson of the BoD and approved by the BoD.