Annual consolidated financial statements for the year
ended December 31
st
, 2022
In accordance with L.3556/2007
These financial statements have been translated from the original statutory financial statements that have been prepared in the Greek language. In the
event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will
prevail over this document.
Quest Holdings S.A.
Reg.No. 121763701000
2a Argyroupoleos Street
GR-176 76 Kallithea
Athens - Hellas
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
3
I. Statement by the Members of the Board of Directors
(in accordance with article 4 paragraph 2 of Law 3556/2007)
The members of the Board of Directors, Mr. Theodore Fessas, Chairman, Mr. Apostolos Georgantzis, CEO, and Mr. Markos Bitsakos,
Deputy CEO, under their above capacity, declare that to the best of their knowledge:
- The enclosed separate and consolidated Financial Statements of Quest Holdings S.A. (the ‘Company’) for the year from 1 January
to 31 December 2022 that have been prepared in accordance with the International Financial Reporting Standards (‘IFRS’),
present in a true and fair manner the assets, liabilities, equity and results of the Company, as well as of the companies included
in the consolidated financial statements taken as a whole (the ‘Group’).
- The enclosed Report of the Board of Directors presents in a true and fair manner the development, performance and financial
position of the Company, as well as of the Group, including the description of the principal risks and uncertainties that they face.
Kallithea, 5 April 2023
The Chairman
The CEO
The Deputy CEO
Theodore Fessas
Apostolos Georgantzis
Markos Bitsakos
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
4
II. Annual Report of the Board of Directors
1. Significant events 5
2. Significant events after the balance sheet date 10
3. Performance Review 10
4. Risk factors 14
5. Related party transactions 18
6. Address of the Company 20
7. Outlook 2023 20
8. Corporate Governance Statement 31
9. Non-financial performance review 70
10. Information of art.50 par.2 of Law 4548/2018 103
11. Explanatory Report of the Board of Directors (par. 7 and 8 of Law 3556/2007) 103
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
5
Annual Report of the Board of Directors
The Report of the Board of Directors of Quest Holdings SA (the Company) refers to the period from January 1st, 2022 to December 31st
of the closing fiscal year 2022 and reflects the actual the development and performance of the Company’s and the Group’s activities,
objectives, strategy and significant events. Furthermore, the Report includes a description of the main risks and uncertainties, the non-
financial items, the corporate governance statement, the significant transactions of the Company and the Group with their affiliated
parties, as well as additional information as required by law.
The Report was prepared pursuant to the relevant provisions of Law 4548/2018, Law 3556/2007 and Decision 8/754 of the Board of
Directors of the Hellenic Capital Market Commission dated April 14th, 2016.
The closing fiscal year is the thirty-sixth in a row and covers the period from January 1st, 2022 to December 31st, 2022.
The Group “Quest Holdings SA”, besides the Company, includes the subsidiaries, which the Company directly or indirectly controls.
The financial statements (consolidated and separate), the auditor's report and the management report of the Report of the Board of
Directors of the Company are posted on the web site: https://www.quest.gr/en/investor-relations/Quest-financial-statements.
The financial statements and audit reports of the Group companies that are consolidated and are not listed (according to Decision
8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market Commission) are posted at the following web address:
https://www.quest.gr/en/Investor-Relations/subsidiaries-financial-statements.
During the current fiscal year, the Company’s activities were compliant with the applicable legislation and its objectives, as defined in
its Article of Association.
The Board of Directors, aiming to review the Company’s operations, as well as the Company’s and its subsidiaries’ specific financial
information (the Group), would like to inform you about the following:
1. Significant events of the year
During the closing fiscal year, the following significant events took place:
Acquisition of photovoltaic power stations
The Company, through its 100% indirect subsidiaries VIOTIA WIND PARK AMALIA SMSA and VIOTIA WIND PARK MEGALO PLAI SMSA,
completed on 14 January 2022 the acquisition of photovoltaic power plants with a total capacity of 2MW, which have been installed
within the municipality of Attica, for a total consideration of € 1,56 million, including borrowings. Additionally, the Company through
its 100% indirect subsidiary XYLADES ENERGY SA completed on August 2, 2022, the acquisition of photovoltaic power plants with a
total capacity of 3,5MW, installed within the municipality of Attica, against a total consideration of € 3,2 million. Also, the Company,
through the same subsidiary XYLADES ENERGY SA, completed on August 31, 2022, the acquisition of photovoltaic power plant with a
capacity of 0,76MW, installed within the Prefecture of Kilkis, for a total price of € 1,72 million, including the relevant cash. After the
above acquisitions, the installed capacity of the RES Electricity Generation Stations of the energy branch of the Group amounts to
34,3MW.
Resolutions of the Extraordinary General Meeting
The General Meeting that was held on February 28, 2022 approved the proposed stock split in a three (3) new shares for one (1) old
share ratio with a simultaneous - for rounding purposes - decrease of the Share Capital of the Company by € 357.408,96 through the
simultaneous reduction of the nominal value of each new share from € 0,443333333 to € 0,44 and the creation of a special purpose
reserve, according to art. 31 § 2 of Law 4548/2018, equal to the amount of the decrease of the Share Capital. Therefore, it approved
the proposed amendment of article 5 of the Company’s Articles of Association and, in particular, of paragraph 1 thereof regarding the
Share Capital and authorized the Board of Directors to implement said resolutions.
Admission of bonus shares resulting from the split of Company's shares
According to resolution of the Extraordinary General Meeting of the Company's shareholders held on 28.02.2022, the nominal share
value was reduced from € 1,33 to € 0,44 and at the same time the total number of shares was increased from 35.740.896 to 107.222.688
common registered voting shares (split). The 71.481.792 new shares were distributed free‐of‐charge to the shareholders of the
Company in a ratio of 2 new common registered shares for each 1 old common registered share. Following the above change, the share
capital of the Company amounted to € 47.177.982,72 divided into 107.222.688 common registered voting shares with a nominal value
of € 0,44 each. At the same time, a special purpose reserve was formed, according to art. 31 par. 2 of Law 4548/2018 amounting to €
357.408,96 for the purpose of rounding off the new nominal value of the share. On 04.03.2022, decision No. 2807832/04.03.2022 of
the Companies Directorate, Supervising Department of Listed and Sports Joint‐Stock Companies of the Ministry of Economy and
Development, by which the amendment of Article 5 of the Company Statute was approved, was registered with the General
Commercial Registry (GCR) under Reg. No. 2589584/04.03.2022. The Corporate Actions Committee of the Athens Stock Exchange at its
meeting on 11.03.2022 approved the admission to trading of the new shares of the Company resulting from the above.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
6
The “ex‐date” of the right to participate in the shares split was set on 16.03.2022. From the same date, the shares of the Company
were traded on the Athens Stock Exchange at the new nominal value, i.e. € 0,44 per share, without the right to participate in the bonus
shares distribution, and the starting price of the Company's shares on the Athens Stock Exchange was formed in accordance with the
Athens Stock Exchange Regulation in conjunction with Decision No. 26 of the Board of Directors of the Athens Stock Exchange, as in
force, and beneficiaries to the abovementioned corporate action were the shareholders of the Company, registered in the
Dematerialized Securities System (DSS) records on 17.03.2022. The commencement date of the trading of the new shares on the Athens
Stock Exchange was set on 21.03.2022. From the same date, the abovementioned shares were credited to the shares and securities
accounts of the shareholders in the DSS.
Agreement for the restructuring of the company "G.E. DIMITRIOU S.A."
The Decision no. 146/2002 of the Multi Member Court of First Instance of Athens upheld the petition of the company under the name
"G.E. DIMITRIOU S.A.", dated 31/03/2021 bearing General Filing Number 16524/2021 and Special Filing Number 98/2021, regarding
the immediate ratification of the restructuring agreement (according to article 44 of Law 4738/2020) and ratified the restructuring
agreement dated 30/03/2021 between "G.E. DIMITRIOU S.A." and its creditors.
The Board of Directors of the Company was informed about the Extraordinary General Meeting of the shareholders of "G.E. DIMITRIOU
S.A.", that was convened on 18/7/2022 in implementation of the restructuring agreement and of article 7 thereof. The General Meeting
decided, inter alia, to increase the Share Capital of the Company by the amount of € 5.000.000 with the issuance of 125.000.000 shares
of a nominal value of four cents € 0,04 each. Furthermore, the Board of Directors of the Company was informed that the restructuring
agreement stipulates that the Company undertakes, in accordance with the terms of the restructuring agreement, the obligation to
cover the entire amount of the increase of the share capital of the company "G.E. DIMITRIOU S.A. ", within six (6) months upon the
ratification of the restructuring agreement by the competent Court, and that the existing shareholders will participate in the increase
of the share capital of "G.E. DIMITRIOU S.A.", up to the amount of € 210.239,16.
Following this and in accordance with the provisions of the restructuring agreement, the Company on 25 August 2022, paid out an
amount of € 4.789.760,84 in this respect, holding now a share of 95,03% after the exercise of the relevant preemptive rights of the
existing shareholders.
Finally, according to the decision made by the Board of Directors of the company “G.E. DIMITRIOU S.A.”, concerning the newly issued
shares that had remained unsold after the exercise of the preemptive rights granted to the existing shareholders upon the share capital
increase, and after notification given to the Company, the Company paid-out on 25 August 2022 an additional amount of two hundred
and four thousand three hundred and eighty-seven euros and sixteen cents (€ 204.387,16) for the acquisition of the total number of
the shares unsold (namely 5.109.679 newly issued shares). As a result, the interest held by the Company on the share capital of “G.E.
DIMITRIOU S.A.” reached at 99,089%. The company G.E. DIMITRIOU delisted from the Athens Stock Exchange following the from 29
December 2022 decision of the Board of Directors of the Hellenic Capital Market Commission after request submitted by the company
based on par.5 of art. 17 of Law 3771/2005.
Resolutions of the Ordinary General Meeting of the Company
On 15/06/2022 the Ordinary General Meeting of the Company’s shareholders took place. The quorum required by the law and the
Articles of Association was ascertained at the General Meeting and the Meeting resolved on all items of the agenda, as follows:
Item 1
Submission for approval of the annual financial statements as of December 31, 2021 (Company and consolidated financial
statements), in accordance with the International Financial Reporting Standards (IFRS), together with the Report of the Board of
Directors and the Auditors’ Report
The Ordinary General Meeting approved the Company annual financial statements and the consolidated annual financial statements
for the fiscal year 2021, the report of the Board of Directors, the explanatory report according to law 4548/2018 and the report of the
certified auditors of the Company, as well as the corporate governance statement.
Item 2
Approval of distribution of profits for the fiscal year 01.01.2021-31.12.2021 and distribution of dividend to the shareholders
The Ordinary General Meeting approved the distribution of profits for the fiscal year 01.01.2021-31.12.2021 and in particular the
interim dividend distributed (i.e., an amount of € 1,25 per share (gross amount), € 1,188 (net amount after the withholding of 5%) and
excluding the Company’s equity shares, in accordance with the resolution passed by the Board of Directors on 24.11.2021 and, further,
approved the distribution of the final dividend for the 2021 fiscal year amounting to the sum of fifteen cents (€ 0,15) per share (gross
amount), € 0,1425 (net amount after 5% withholding) and excluding the Company’s equity shares.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
7
Item 3
Information from the Chairman of the Audit Committee to the shareholders about the activities of the Audit Committee during the
fiscal year 2021
The Ordinary General Meeting was informed about the activities of the Audit Committee during the 2021 fiscal year.
Item 4
Approval of the overall management of the Board of Directors of the Company during the fiscal year 2021 and release of the
members of the Board of Directors and the Certified Auditors from any liability for compensation for the activities during the fiscal
year 2021
The Ordinary General Meeting approved the overall management of the Company for the fiscal year 2021 and released the certified
auditors of the Company from any liability for compensation for said fiscal year.
Item 5
Approval of remuneration and compensation of the members of the Board of Directors for the fiscal year 2021 and advance payment
of remuneration and compensation for the fiscal year 2022
With regard to the following members of the Board of Directors, the Ordinary General Meeting approved the remuneration for their
participation in the meetings of the Board of Directors and in the Committees of the Company and more specifically, for Mr. Apostolos
Papadopoulos the amount of € 25.050, for Mr. Faidon Tamvakakis, the amount of € 22.266,67, for Mr. Pantelis Tzortzakis the amount
of € 56.396,67, for Mr. Nikolaos Karamouzis the amount of € 50.400, for Mr. Apostolos Tamvakakis the amount of € 58.800, for Mrs.
Maria Damanaki the amount of € 45.216,67, for Mrs. Eftychia Koutsoureli the amount of € 47.183,33, for Mrs. Philippa Michali the
amount of € 24.216,67, for Mr. Panagiotis Kyriakopoulos the amount of € 31.936,67 and for Mr. Emil Yiannopoulos the amount of €
30.650, i.e., a total of amount of € 392.116,68.
The Ordinary General Meeting approved the advance payment of fees and remuneration to the members of the Board of Directors for
their participation in the Board of Directors and in Committees of the Board of Directors for the current fiscal year 2022 up to the total
gross amount of € 750.000 until the next Ordinary General Meeting, according to article 109 of Law 4548/2018 as such is in force and,
of course, in the context of the approved remuneration policy.
Last, the Ordinary General Meeting authorized the Board of Directors to determine the gross fees and remuneration for each member
of the Board of Directors for his/her participation in the Board of Directors and in the Committees of the Board of Directors.
Item 6
Submission for discussion and voting by the General Meeting of the Remuneration Report of the members of the Board of Directors
of the Company according to article 112 § 3 of Law 4548/2018
The Ordinary General Meeting approved the Remuneration Report of the members of the Board of Directors of the Company for the
2021 fiscal year according to article 112 § 3 of Law 4548/2018.
Item 7
Election of an audit company for the audit of the financial statements and the audit for the issuance of the tax certificate for the
fiscal year 1/1/2022 - 31/12/2022 and determination of the audit fees
The Ordinary General Meeting elected the company of Certified Auditors, under the name KPMG Certified Auditors SA. (Institute of
CPA (SOEL) No. 114 - TIN 094415531) that has its seat in Agia Paraskevi, at 3 Stratigou Tombra St., postal code 15342 in order to carry
out the statutory audit of the company and consolidated financial statements for the year 1/1/2022-31/12/2022 and the tax
compliance audit of the year 2022, with an annual remuneration, which includes the statutory audit of the annual financial statements
(both stand-alone and consolidated) for the year ending on 31/12/22 and the tax audit of the same year, up to the maximum amount
of € 29.000 plus the corresponding VAT.
Item 8
Amendment of articles 15 and 16 of the Company's Articles of Association with regard to the procedure and conditions for the
payment of remuneration to the members of the Board of Directors and on the competence of the General Meeting of the Company
respectively
The Ordinary General Meeting approved the amendments of articles 15 and 16 of the Company's Articles of Association with regard to
the procedure and conditions for the payment of remuneration to the members of the Board of Directors and on the competence of
the General Meeting of the Company respectively, in order to allow the distribution of variable remuneration in the form of free shares
or stock options of the Company, to implement a shares scheme in accordance with the provisions of article 113 or article 114 of law
4548/2018, to the management personnel of subsidiaries as well, as set out in the International Accounting Standard 24 § 9, and in
order to implement a share scheme in accordance with the provisions of article 113 or article 114 of Law 4548/2018 and in order for
the General Meeting to decide on the implementation of a share scheme in accordance with the provisions of article 113 or article 114
of Law 4548/2018. Last, the Ordinary General Meeting approved the codification of the Company’s Articles of Association into a unified
text and authorised the Board of Directors to proceed to all necessary actions in this respect.
Item 9
Approval of the amendment of the remuneration policy for the members of the Board of Directors
The Ordinary General Meeting approved the amendment of the remuneration policy for the members of the Board of Directors, based
on the text attached to its minutes folder and authorized the Board of Directors to manage the remuneration policy always in
accordance with the relevant recommendations of the Remuneration Committee.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
8
Item 10
Election of the New Board of Directors – constitution into a Body
The Ordinary General Meeting elected the following members of the Board of Directors:
1. Mr. Theodoros Fessas
2. Mrs. Eftychia Koutsoureli
3. Mr. Apostolos Georgantzis
4. Mr. Markos Bitsakos
5. Mr. Emil Yiannopoulos – Independent Non-executive Member
6. Mrs. Maria Damanaki – Independent Non-executive Member
7. Mrs. Ioanna Dretta – Independent Non-executive Member
8. Mr. Nikolaos Karamouzis – Independent Non-executive Member
9. Mr. Nikolaos Socrates Lamproukos
10. Mr. Panagiotis Kyriakopoulos – Independent Non-executive Member
11. Mrs. Philippa Michali – Independent Non-executive Member
12. Mr. Ioannis Paniaras – Independent Non-executive Member
The term of the Board will be for three years and, in any case, until the Ordinary General Meeting of the year 2025. Following the above
election, the Board of Directors will consist of 12 Members, who will also include independent non-executive members of the Board of
Directors of the Company, considering the provisions of Law 4548/2018, Law 4706/2020, Circular 60/2020 of the Hellenic Capital
Market Commission, the Company's Articles of Association, the Internal Policies of the Company and the Suitability Policy for the
Members of the Board of Directors of the Company. The Board of Directors will be constituted into a Body anew and will elect its
executive and non-executive members in accordance with the provisions of the Law and the Articles of Association.
Item 11
Appointment of the new Audit Committee of the Company
The Ordinary General Meeting decided that:
a) the Audit Committee be a Committee of the Board of Directors, consisting exclusively of Members of the Board of Directors,
b) the Audit Committee to consist of three (3) Independent Non-Executive Members,
c) the term of office of the members of the Committee to be appointed by the Board of Directors in accordance with § 1c of article 44
of Law 4449/2017, as such is in force, follow their term of office as members of the Board of Directors, i.e., be for three years
commencing on the election of the Board of Directors and being extended, ipso jure, until the Ordinary General Meeting to be convened
after the expiration of the Board’s term of office. Following the appointment of the members of the Audit Committee by the Board of
Directors, the Committee will be constituted into a body for the appointment of its President and its members.
Item 12
Purchase of equity shares according to article 49 of law 4548/2018, as such is in force- Provision of authorization to the Board of
Directors of the Company
The Ordinary General Meeting decided that the Company may acquire equity shares, in accordance with the provisions of article 49 of
Law 4548/2018, as such is in force and authorized the Board of Directors to implement such resolution. In particular, the Company will
be entitled, within the deadline provided by law, which may not exceed twenty-four (24) months, to proceed directly or indirectly to
the purchase of equity shares, up to 10% of its, from time to time, paid-up share capital. Said 10% includes the shares that the Company
has previously acquired and holds, with the aim to reduce the capital, make distributions to the employees or proceed to any other
action set out by the Law. The maximum and minimum purchase price for the Company's equity shares is set at 20 € and 1 €
respectively.
Item 13
Granting permission to the members of the Board of Directors and the Executives for carrying out the operations provided for in §
1 of article 98 of law 4548/2018, as such is in force.
The Ordinary General Meeting decided to grant permission to the Members of the Board of Directors and the Company Executives to
carry out the operations provided for in § 1 of article 98 of law 4548/2018, as such is in force, until the next General Meeting.
Distribution of dividends from prior years’ retained earnings
The Annual Ordinary General Meeting of June 15, 2022, decided to distribute dividend after excluding from this process the treasury
shares held by the Company.
It is noted that the Company had distributed interim dividend amounting to € 1,25 (gross amount) per share on the 35.740.896 shares
of the Company, which, as per resolution of the Extraordinary General Meeting held on February 28, 2022, were split (split: 1 old share
for 3 new shares) into 107.222.688 new shares. In accordance with the resolution of the Annual Ordinary General Meeting, the
distribution of dividend of € 0,15 (gross amount) for the new shares was decided.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
9
On February 7, 2022, the Company distributed interim dividend of € 1,25 per share (gross amount) on the 35.740.896 shares of the
Company, as advance payment for the fiscal year 2021 dividend. As a result, the remainder dividend for the fiscal year 2021 amounts
to € 0,15 (gross amount per share), € 0,1425 (net amount after 5% tax withholding) on the 107.222.688 shares that resulted from the
abovementioned split, after considering the increase due to the treasury shares held by the Company. It is noted that the adjusted
(based on the number of new shares) dividend for fiscal year 2021 amounts to € 0,4167 per share and concerns the interim dividend
plus € 0,15 per share, namely a total amount of € 0,5667 per share (gross amount).
The remainder dividend is subject to a 5% tax withholding pursuant to articles 40 and 64 of the Law 4172/2013 (Government Gazette
A 167/ 23.07.2013), as amended with the Law 4646/2019, article 24 (Government Gazette A 201/ 12.12.2019). As a result, the net
payable amount for fiscal year 2021 was € 0,1425 per share.
As of Friday, June 17, 2022, the Company's shares were traded on the Athens Stock Exchange without entitlement to the above
distribution (ex-dividend date). Entitled to receive the dividend were all the shareholders recorded in the register of the Dematerialized
Securities System (DSS) administered by the "Hellenic Central Securities Depository S.A." as of Monday, June 20, 2022 (record date).
The dividend payment date was set for Thursday, June 23, 2022.
Election of the New Board of Directors – Constitution into a Body & new Audit Committee – Constitution into a Body
The Company’s Board of Directors was constituted into a body at its meeting held on 15 June 2022 as follows:
1. Theodoros Fessas, son of Dimitrios, Chairman of the Board of Directors, Executive Member
2. Eftychia Koutsoureli, daughter of Sofoklis, Vice Chairwoman of the Board of Directors, Non-Executive Member
3. Nikolaos Karamouzis, son of Vassilios, Vice Chairman of the Board of Directors, Independent Non-Executive Member
4. Apostolos Georgantzis, son of Miltiadis, Chief Executive Officer, Executive Member
5. Markos Bitsakos, son of Grigorios, Deputy Chief Executive Officer, Executive Member
6. Nikolaos Socrates Lambroukos, son of Dimitrios, Executive Member
7. Emil Yiannopoulos, son of Polykarpos, Independent Non-Executive Member
8. Maria Damanaki, daughter of Theodoros, Independent Non-Executive Member
9. Ioanna Dretta, son of Grigorios, Independent Non-Executive Member
10. Panagiotis Kyriakopoulos, son of Othon, Independent Non-Executive Member
11. Philippa Michali, daughter of Christos, Independent Non-Executive Member
12. Ioannis Paniaras, son of Elias, Independent Non-Executive Member
By virtue of resolution of the Ordinary General Meeting passed on 15.06.2022 it was decided that:
a) the Audit Committee be a Committee of the Board of Directors, consisting exclusively of Members of the Board of Directors,
b) the Audit Committee consist of three (3) Independent Non-Executive Members,
c) The term of office of the members of the Committee to be appointed by the Board of Directors in accordance with § 1c of article 44
of Law 4449/2017, as such is in force, follow their term of office as members of the Board of Directors, i.e., be for three years
commencing on the election of the Board of Directors and being extended, ipso jure, until the Ordinary General Meeting to be convened
after the expiration of the Board’s term of office, i.e., until the Ordinary General Meeting that will take place in 2025.
Following the above resolutions of the Ordinary General Meeting, the Board of Directors decided, at its meeting held on 15.06.2022
that, according to the recommendation of the Company’s Nomination and Corporate Governance Committee, the Audit Committee
will consist of the following Independent Non-Executive Members of the Board of Directors:
1. Emil Yiannopoulos, Independent Non-Executive Member
2. Panagiotis Kyriakopoulos, Independent Non-Executive Member
3. Philippa Michali, Independent Non-Executive Member
The Audit Committee of the Company at its meeting dated June 15, 2022 elected Mr. Emil Yiannopoulos, son of Polykarpos as its
President and was constituted into a body as follows:
1. Emil Yiannopoulos, son of Polykarpos, President of the Audit Committee - Independent Non-Executive Member of the BoD
2. Panagiotis Kyriakopoulos, son of Othon, Member of the Audit Committee, Independent Non-Executive Member of the BoD
3. Philippa Michali, son of Stavros, Member of the Audit Committee, Independent Non-Executive Member of the BoD
Purchase of own shares
The Company, according to article 49 of the Law 4548/2018 and in compliance with the terms of the Regulation no.2273/2003 of the
Commission of the European Communities, as well as by virtue of the Decision of the Regular General Assembly of its Shareholders and
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
10
the Decision of the Board of Directors, proceeded during the period with the purchase of 436.661 own shares at an average price
of 4,40 euro and with a total transaction value of € 1.920.728,41 thousand.
Following this, the Company held on 31 December 2022 682.265 own shares, or 0,6363% of the total outstanding shares.
2. Significant events after the date of preparation of the financial statements
Purchase of own shares
The Company proceeded during the period from the reporting date and till the date the financial statements were authorized for issue
by the Board of Directors, with the purchase of 132.116 own shares at an average price of 5,06 euro and with a total transaction value
of euro 668 thousand. Following this, the Company holds 814.381 own shares or 0,7595% of the total outstanding shares.
No other significant events have arisen after the reporting date.
3. Performance Rewiew
Company financial infomation
The results of the fiscal year are as follows:
The Company's revenues, mainly from administrative services, dividends and rents, amounted to € 15,8 million compared to € 13,2
million in the previous year, out of which a sum equal to € 14 million (2021: € 11,4 million) relates to dividend income.
Earnings before Taxes, Interest, Depreciation and Investment activities amounted to € 13,5 million compared to € 11,2 million in the
previous year.
Profits before taxes amounted to € 13,4 million compared to € 150,4 million in 2021.
The large increase in the Company's profitability in 2021 is attributed to the sale of its share in Cardlink to the Worldline Group. The
Company received € 93 million in cash while on a Company level a profit of € 85,2 million arose (Note 46).
In addition, during the prior year, based on the investment valuations using the Discounted Cash Flow (DCF) method, significantly higher
recoverable amounts were assessed for the subsidiaries "Info Quest Technologies SMSA" and "Uni Systems SMSA " compared to their
carrying amounts that were reflected in the Company's assets as a result of their strong financial performance. Therefore, the Company
reversed the impairment provisions it had made in previous years for the above 2 subsidiaries as follows:
The above impairment reversal resulted in 2021 in a profit before tax on a Company level amounting to euro 52.411 thousand.
Lastly, in 2021, the Company proceeded to the sale of its 25% share in the company "TEKA Systems SA" against a price of € 5 million.
The above transaction resulted in a profit of € 1,9 million for the Company.
The results after taxes amounted to profits of € 13,4 million, against profits of € 150,4 million.
Investments in subsidiaries amounted to € 113,9 million recording an increase of € 5 million compared to the previous year (Note 11 -
Investments in subsidiaries) mainly due to the acquisition of G.E. DIMITRIOU SA. It is noted, that in prior year the reversal of the
impairment provision on investments in subsidiaries "Info Quest Technologies SMSA" and "Uni Systems SMSA " took place, as described
above.
Company %
Acquisition
cost
Accumulated
provisions for
impairment
Net book
value
Reversal of
impairment
provisions
2021 Net
Book Value
Info Quest Techologies S.A. 100% 25.375 13.431 11.944 13.431 25.375
Uni Systems S.A. 100% 60.432 38.980 21.452 38.980 60.432
Total 85.807 52.411 33.396 52.411 85.807
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
11
The bank loans of the Company at the end of the current fiscal year are nil, compared to € 12 million at the end of the previous year.
Total equity of the Company amounting to € 155,3 million decreased compared to 2021 by € (49) million due to the results of the
current fiscal year but also due to the cash distributions that took place within 2022, such as the distribution of retained earnings of
previous years profits amounting to € 60,6 million.
Group financial information
Regarding the total (continuing and discontinued) activities of the Group, the results of the current fiscal year are as follows:
The consolidated revenue of the Group amounted to € 1.032 million against € 947,9 million in the previous year, increased by 8,9%.
The increase in sales derives mainly from the commercial companies of the Group.
Consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) amounted to € 72 million compared to € 75,6
million in the previous year.
Consolidated earnings before taxes amounted to € 54,9 million compared to € 136,1 million in the year 2021. It is noted that the profits
of prior year include the profit from the sale of the share in the company Cardlink to the Worldline Group. On a Group level, a profit of
€ 78,1 million arose (Note 46 - Sale of subsidiary).
Profit after taxes and before non-controlling interests (minority interests) amounted to € 42 million compared to € 125,9 million in
2021. Profits after taxes and before non-controlling interests of the previous year 2021 have been affected by the events above.
Consolidated earnings after taxes and after non-controlling interests (minority interests) amounted to € 41,4 million compared to €
125 million in 2021.
The Group's Net Cash (Cash less loans) amount to € 28,7 million, compared to € 84,7 million in the previous year.
Alternative Performance Measures (APMs)
The Group uses Alternative Performance Measures (APMs) to better evaluate its financial performance and in the process of decision
making around the financial, operational and strategic planning. The figure of "Earnings before taxes, financial, investment results and
total depreciation (EBITDA)" presented in the financial statements is analyzed below. The above figure should be examined in
conjunction with the financial results prepared in accordance with IFRS and in no way replaces them. The above APM is mainly used to
measure the operational performance of the Company and the Group.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
12
Financial results of 2022 for the Group's main subsidiaries:
The Company's sales are classified in the income statement in the item "Other operating income".
The category "Other" refers to the other subsidiaries of the Group, intra-group elimination and consolidation adjustments.
The main figures of the financial results of 2022 per Group segment and their change from the previous year are presented in the
following table:
Continuing
operations
Discontinued
operations
Total
Continuing
operations
Discontinued
operations
Total
Earnings before tax 54.748 144 54.892 51.337 84.810 136.146
Plus:
Depreciation and Amortization - (Note 7, 9, 41) 11.753 - 11.753 9.566 4.393 13.959
Finance (income) / costs 6.490 1 6.491 5.327 333 5.660
Other (gains) / losses - (Note 32) (790) (177) (967) (2.170) (78.033) (80.203)
Share of (profit)/loss of associates (172) - (172) - - -
Earnings before interest, tax, depreciation /
amortization and investing results (EBITDA)
72.029 -32 71.997 64.060 11.503 75.562
01/01/2022-
31/12/2022
01/01/2021-
31/12/2021
Earnings before tax
13.424 150.385
Plus:
Depreciation and Amortization - (Note 7, 9, 41) 149 124
Finance (income) / costs 81 340
Other (gains) / losses - (Note 32) (152) (139.645)
Earnings before interest, tax, depreciation /
amortization and investing results (EBITDA)
13.502 11.204
COMPANY
01/01/2022-31/12/2022
01/01/2021-31/12/2021
GROUP
Quest
Holdings S.A.
Info-Quest
Technologies
S.M.S.A.
Clima Quest
S.M.S.A.
Foqus
S.M.S.A.
Unisystems
(group)
QuestOnLine
S.A.
G.E.Demetriou
S.A.
iSquare
S.M.S.A.
iStorm
S.A.&iStorm
Cyprus LTD
ACS S.M.S.A.
Quest Energy
(group)
Other /
Consolidation
adjustments
Continuing
operations
Discontinued
operations
Quest Group
2022 15.818 357.698 8.371 8.760 175.895 32.588 4.995 342.434 74.070 142.621 10.523 -141.934 1.031.840 27 1.031.867
2021 13.168 334.858 5.166 11.919 154.253 37.218 0 250.663 51.037 137.362 9.255 -88.965 915.934 31.948 947.882
2022 Vs
2021 (%)
20,1% 6,8% 62,1% -26,5% 14,0% -12,4% - 36,6% 45,1% 3,8% 13,7% 59,5% 12,7% -99,9% 8,9%
2022 13.501 9.606 437 383 16.047 369 -119 10.343 4.682 22.557 7.957 -13.734 72.029 -32 71.997
2021 11.203 9.971 296 492 12.510 996 0 7.277 3.850 21.339 7.398 -11.275 64.059 11.503 75.562
2022 Vs
2021 (%)
20,5% -3,7% 47,5% -22,1% 28,3% -62,9% - 42,1% 21,6% 5,7% 7,6% 21,8% 12,4% -100,3% -4,7%
2022 13.424 5.150 213 255 12.739 88 -307 10.205 2.280 18.662 4.628 -12.591 54.748 144 54.892
2021 150.386 7.107 248 364 10.072 632 0 7.000 2.016 18.648 3.891 -149.026 51.337 84.810 136.146
2022 Vs
2021 (%)
-91,1% -27,5% -14,2% -29,8% 26,5% -86,1% - 45,8% 13,1% 0,1% 19,0% -91,6% 6,6% -99,8% -59,7%
2022 13.384 3.843 151 198 9.628 76 -269 7.847 1.886 14.530 3.472 -12.890 41.855 145 42.000
2021 150.413 5.333 187 274 8.327 555 0 5.455 2.465 16.106 3.577 -149.901 42.790 83.145 125.934
2022 Vs
2021 (%)
-91,1% -27,9% -19,1% -27,7% 15,6% -86,4% - 43,8% -23,5% -9,8% -2,9% -91,4% -2,2% -99,8% -66,6%
Sales
EBITDA
Profit/ (Loss)
before tax
Profit/ (Loss)
after tax
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
13
The Company is presented under category “Unallocated”.
12M 2022 (€ x 1.000)
Commercial
Activities
IT Services Courier Services Renewable Energy Unallocated
Continuing
operations
Discontinued
operations
Total
Gross sales
829.944 176.959 142.825 10.523 409 1.160.661 27 1.160.688
Inter-company sales
(125.893) (1.092) (1.063) (415) (358) (128.821) - (128.821)
Net Sales
704.051 175.867 141.762 10.109 51 1.031.840 27 1.031.867
EBITDA*
25.738 16.123 22.589 7.957 (380) 72.029 (32) 71.996
% Sales 3,7% 9,2% 15,9% 78,7% -750% 7,0% -117,8% 7,0%
Earnings Before Tax (EBT)
17.869 12.796 18.864 4.628 591 54.748 144 54.892
% Sales 2,5% 7,3% 13,3% 46% 1167% 5% 530,1% 5,3%
Earnings After Tax (EAT)
13.715 9.661 14.725 3.472 283 41.855 145 42.000
Earnings After Tax & NCI (EAT & NCI)
41.394
12M 2021 (€ x 1.000)
Commercial
Activities
IT Services Courier Services Renewable Energy Unallocated
Continuing
operations
Discontinued
operations
Total
Gross sales
691.438 154.859 137.566 9.255 510 993.628 31.948 1.025.576
Inter-company sales
(72.944) (1.868) (2.462) (312) (107) (77.694) - (77.694)
Net Sales
618.494 152.990 135.104 8.943 403 915.934 31.948 947.882
EBITDA*
22.894 12.504 21.360 7.398 (97) 64.059 11.503 75.562
% Sales 3,7% 8,2% 15,8% 82,7% -24% 7,0% 36,0% 8,0%
Earnings Before Tax (EBT)
18.139 10.048 18.669 3.891 591 51.337 84.810 136.147
% Sales 2,9% 6,6% 13,8% 43,5% 147% 5,6% 265,5% 14,4%
Earnings After Tax (EAT)
14.208 8.302 16.121 3.577 582 42.790 83.145 125.936
Earnings After Tax & NCI (EAT & NCI)
125.084
% 2022 /2021
Commercial
Activities
IT Services Courier Services Renewable Energy Unallocated
Continuing
operations
Discontinued
operations
Total
Sales
13,8% 15,0% 4,9% 13,0% -87,4% 12,7% -99,9% 8,9%
EBITDA*
12,4% 28,9% 5,8% 7,6% -290,6% 12,4% -100% -4,7%
Earnings Before Tax (EBT)
-1,5% 27,4% 1,0% 19,0% 0,0% 6,6% -99,8% -59,7%
Earnings After Tax (EAT)
-3,5% 16,4% -8,7% -2,9% -51,3% -2,2% -99,8% -66,6%
Earnings After Tax & NCI (EAT & NCI)
-66,9%
delta in '000€ 2022 /2021
Commercial
Activities
IT Services Courier Services Renewable Energy Unallocated
Continuing
operations
Discontinued
operations
Total
Sales
85.557 22.877 6.658 1.166 (353) 115.905 (31.920) 83.985
EBITDA*
2.844 3.619 1.229 559 (283) 7.969 (11.535) (3.566)
Earnings Before Tax (EBT)
(270) 2.748 195 738 (0) 3.411 (84.666) (81.256)
Earnings After Tax (EAT)
(493) 1.359 (1.396) (105) (299) (935) (83.001) (83.936)
Earnings After Tax & NCI (EAT & NCI)
(83.690)
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
14
The key ratios that reflect the financial structure, performance and management policy of the Group are as follows:
4. Risk factors
The Group and the Company are exposed to financial risks, such as market risks (changes in exchange rates, interest rates, market
prices), credit risk and liquidity risk. The overall risk management strategy of the Group and the Company mainly focuses on the
unpredictability of financial markets and seeks to minimize their potential negative impact on the financial performance of the Group
and the Company.
Risk management is carried out centrally by the Finance Department of the Group and the Company, which operates according to
specific rules approved by the Board of Directors. The Board of Directors provides instructions and guidelines for general risk
management, as well as specific instructions for the management of specific risks, such as foreign currency risk, interest rate risk and
credit risk.
31/12/2022 31/12/2021
Current assets 463.739 67,09% 412.057 70,16%
Total assets 691.266 587.295
Equity 238.824 52,79% 258.898 78,84%
Total liabilities 452.442 328.397
Equity 238.824 212,30% 258.898 285,21%
Property, plant and equipment 112.491 90.776
Current assets 463.739 141,21% 412.057 178,14%
Current liabilities 328.405 231.316
31/12/2022 31/12/2021
Profit/ (Loss) after tax for the year 42.000 4,07% 125.934 13,29%
Revenue 1.031.867 947.882
Profit before tax 54.892 22,98% 136.146 52,59%
Equity 238.824 258.898
Gross profit 153.451 14,87% 149.406 15,76%
Revenue 1.031.867 947.882
Revenue 1.031.867 432,06% 947.882 366,12%
Equity 238.824 258.898
Trade receivables 125.168 117.542
Revenue 1.031.867 947.882
Trade receivables 125.168 27,66% 117.542 35,79%
Total liabilities 452.442 328.397
Days
Credit indicators
Χ 360
44
Days
Χ 360
45
Financial Structure
Performance
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
15
(a) Foreign exchange risk
The Group operates in Europe and, therefore, most of the Group's transactions are conducted in Euro. However, part of the Group's
purchases of goods is made in US Dollar. The prompt repayment of these suppliers significantly reduces the foreign exchange risk. The
Group, on an ad-hoc basis, pre-purchases foreign currency and does not conclude currency future contracts with external parties.
(b) Credit risk
The Group has established and implements credit control procedures in order to minimize doubtful debts. The credit risk to the Group
as a whole is relatively small, because sales are dispersed to a large number of customers. Wholesale sales are made mainly to customers
with a positively evaluated credit history. The Credit Control Department of each company of the Group sets credit limits per customer
and applies specific terms for sales and collections. Where possible, collateral is required.
The break-down of short-term bank deposits based on the credit ratings of financial institutions is as follows:
(c) Liquidity risk
For the purposes of monitoring and management of liquidity risk, the companies of the Group prepare forecasts for future cash flows
on a regular basis. Liquidity risk is kept at low levels by maintaining adequate cash and cash equivalents and credit lines, in order to
ensure satisfaction of financial obligations expiring during the next 12 months.
(d) Interest rate risk
The Group does not have significant interest-bearing assets, so operating income and cash flows are substantially independent from
changes in interest rates. The Group's borrowings are linked to floating interest rates, which, depending on market conditions, can
either remain floating or be converted into fixed interest rates.
The risk of interest rate fluctuations comes mainly from long-term loans. Floating rate loans expose the Group to cash flow risk. Fixed
rate loans expose the Group to a risk of a change in fair value.
The following table illustrates the effect of the change in the borrowing rates on the Group:
31/12/2022 31/12/2021 31/12/2022 31/12/2021
A
126 126 - -
A+
5.295 5.110 - -
A-
69 1.576 38 39
ΑΑ‐
1.584 - - -
Aa3
208 - - -
A3
18 - - -
B
582 - - -
B+
63.150 122.793 1.141 93.274
B-
41.306 439 23.483 -
B1
20.599 - 1.331 -
B2
16.253 - 410 -
BB-
77 - - -
BBB
310 113 - -
BBB+
17.685 10 - -
Baa1
534 6.147 - -
Caa1
117 18.890 - 3.219
Caa2
- 7.345 - 373
Caa3
- 12 - -
167.913 162.562 26.403 96.905
GROUP
COMPANY
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
16
(e) Capital risk
The aim of the Group in the management of capital is to ensure its ability to continue its activity and maintain the ideal capital structure,
in order to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may increase or decrease
borrowing, issue or repurchase shares, adjust dividends to shareholders or return capital to shareholders.
The net borrowings of the Group and the Company as of 31 December 2022 and 2021 were as follows:
(f) Risk of economic environment - Macroeconomic business environment in Greece
The financial risks that have arisen globally, following the increase in interest rates, the turmoil in the global energy market and the
subsequent increase in the prices of raw materials, together with the significant geopolitical instability, have negatively impacted the
macroeconomic conditions worldwide, Greece included.
Management constantly assesses the potential impact of any changes in the macroeconomic and financial environment in Greece to
ensure that all necessary actions and measures will be taken to minimize any impact on the Group's activities. The current conditions
of the increasing inflation rate and the steep increase in the prices of energy have affected the financial and operational performance
of the Group, however, and based on the latest evaluation, management has reached the conclusion that no additional impairment
provisions are required for its financial and non-financial assets as of 31
st
December 2022.
More specifically, the Group is constantly considering:
• The ability to repay or refinance the existing borrowings, as there is sufficient cash, and the Group is not exposed to significant
short-term borrowing.
• The collectability of trade receivables in the context of the strict credit policy implemented and for credit insurance purposes.
Year
Increase /
Decrease in basis
points
Effect on profit
before tax
2022 -0,25%
259
-0,50%
518
-0,75%
777
-1,00%
1.036
0,25%
(259)
0,50%
(518)
0,75%
(777)
1,00%
(1.036)
2021
-0,25%
221
-0,50%
441
-0,75%
662
-1,00%
883
0,25%
(221)
0,50%
(441)
0,75%
(662)
1,00%
(883)
31/12/2022 31/12/2021 31/12/2022 31/12/2021
Total borrowings (Note 23)
139.501 78.470 - 11.990
Lease liabilities (Note 42)
29.207 22.673 1.646 414
Less : Cash and cash equivalents
(168.196) (163.036) (26.403) (96.905)
Net Debt
512 (61.894) (24.757) (84.501)
Total equity 238.824 258.898 155.312 204.442
Total capital employed 239.336 197.005 130.555 119.941
Leverage ratio 0,21% -31,42% -18,96% -70,45%
GROUP
COMPANY
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
17
• The maintenance of the level of sales due to the dispersion of its activities.
• The recoverability of the value of tangible and intangible assets.
Non-financial risks
In addition to the financial risks, the Group also focuses on non-financial risks related to specific issues, some of which have been
identified as critical in the context of sustainable development. These issues concern the full compliance with the legislation and the
implementation of corporate governance policies, human resources, the environmental impact of the companies' activity, the supply
chain, and the evolution of the companies in the market in which they operate.
The effects on these areas are further analysed in the Non-Financial Risks section of this report.
(g) Risks to the security of personal data
Companies face risks regarding the security of their systems and infrastructure, which could affect the integrity and security of any form
of information they manage, such as personal data of customers, associates or employees, and confidential corporate information.
The Company collects, stores and uses data in the normal course of its operations and protects them in accordance with the data
protection legislation.
On 27 April 2016, the European Parliament and the European Council adopted the Data Protection Regulation (EU) (2016/679) ("Data
Protection Regulation"). The Data Protection Regulation contains extensive obligations for companies in relation to procedures and
mechanisms for processing personal data and rights of data subjects and in cases of violation allows the supervisory authorities to
impose fines of up to 4% of the annual global turnover of the Group (or Euro 20 million whichever is greater). The Data Protection
Regulation entered into force on 25 May 2018 after a transitional period of two years.
In order to reduce the relevant risks, the Group in 2018 has established the Data Protection Division that develops all necessary policies
and procedures, oversees their implementation, designs new systems and security infrastructure and evaluates their effectiveness and
compliance with the regulatory framework for the protection of personal data.
(h) Determination of fair values
The fair value of financial assets traded in active markets (stock exchanges), such as derivatives, shares, bonds, mutual funds, is
determined based on the published prices valid at the date of preparation of the financial statements.
The fair value of financial assets that are not traded in active markets is determined using valuation techniques and assumptions based
on market data at the date of the financial statements.
The nominal value of trade receivables, less the relevant provision, is estimated to be close to their fair value. The fair values of financial
liabilities for the purpose of their presentation in the financial statements are calculated based on the present value of future cash
flows arising from specific contracts using the current interest rate available to the Group for the use of such financial instruments.
(i) Impact of the energy crisis
The global energy crisis that began in 2021 is characterized by the continuing lack of energy on a global level, but also by the sharp
increase in its prices, affecting countries such as the United Kingdom, China and, among others, the European Union. Greece is
experiencing a significant price increase in all forms of energy. Group management monitors the developments on a continuous basis so
as to take all the necessary measures that may be needed. The energy crisis has brought further negative consequences to the global
economy for 2022 and therefore has negatively affected the Group's activities by increasing the operating costs of the companies, but
also by reducing the demand for some of their products and services due to the limitation of the purchasing power of consumers. But
the experience so far from the management of the crisis during the previous fiscal years, makes the Group Management relatively
optimistic about the achievement of the goals set for 2023.
(j) War conflict in Ukraine
The war between Russia and Ukraine is having a negative effect on the entire global economic activity, as Europe used to get almost
40% of its natural gas and 25% of its oil supplies from Russia and is therefore facing new price increases. In addition, Russia was the
largest supplier of wheat in the world, and together with Ukraine, they used to account for almost 1/4 of the total world exports.
As it has been made clear from the pandemic, small disruptions (of economic activity) in one region can cause unrest in places far away.
The Group operates within the European Union and in sectors of activity that do not have a direct geographical connection to the events
in Ukraine, however, geopolitical uncertainty has led to higher inflation and increased volatility in the energy market affecting the
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
18
general economic environment, conditions which are likely to continue. In addition, there is an increased risk of disruptions in the global
supply chain. Management constantly reassesses the potential impact of developments on the activities of the Group's companies.
(k) Impact of climate-related matters
Realizing the responsibility of its companies around environmental issues, the Group has adapted its business practices to the needs
of environmental protection and the saving of natural resources. This has led to the adoption of an ESG strategy for the environment
which, in the long run, is expected to provide cost savings for the Group's companies (reduction of energy consumption, focus on the
circular economy model, replacement of the leased vehicles fleet with environmentally friendly ones upon expiration of existing lease
contracts etc.). Based on the nature of the group activities, no significant exposure to environmental risks has been assessed. It should
also be noted that the increasing awareness on the protection of the environment has boosted the demand for the products of some
of the Group's IT companies, in the context of their customers' efforts to reduce their own environmental footprint (enhancement of
the digitalization process, automation solutions, cloud distribution etc.), a trend which is expected to strengthen further in the future.
Regarding the financial and the non-financial assets of the Group, Management has assessed that no material exposure to climate-
related risks exists and has therefore concluded, that no adjustments to the carrying amounts of the assets or to the
judgments/assumptions made in the context of IFRS is required as of 31 December 2022, as a direct consequence of climate-related
risks.
5. Related party transactions
Related parties, in accordance with the requirements of IAS 24, are the subsidiary companies, companies with common shareholders
with the Company, associates, joint ventures, as well as the members of the Board of Directors and the Company's Executives and the
persons closely related to them.
Intra-group transactions relate to sale of goods and rendering of services. The transactions of the Company with the rest of the Group
concern mainly provision of internal support services and leasing of property. Services from, and to related parties, as well as sales and
purchases of goods, are conducted at arm’s length. The Company receives goods and services from the rest of the Group relating mainly
to courier services and repair of IT equipment.
The transactions with related parties during the year were as follows:
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
19
The amount of euro 9.737 and euro 6.108 thousand for benefits to management in current and prior year respectively basically concerns
salaries as per requirements of IAS 24 “Related parties”.
The amount receivable from other related parties of euro 4.028 as of 31 December 2022 concerns receivables of euro 2.907 from
COSMOS BUSINESS SYSTEMS, euro 534 thousand from BriQ Properties and euro 587 thousand from ACS Cyprus. On 31 December 2021
01/01/2022-
31/12/2022
01/01/2021-
31/12/2021
01/01/2022-
31/12/2022
01/01/2021-
31/12/2021
i) Sales of goods and services
Sales of goods to:
4.249 4.527 - -
- Other related parties
4.249 4.527 - -
Sales of services to:
2.741 1.489 1.532 1.490
-Unisystems Group
- - 616 589
-Info Quest Technologies
- - 210 200
-ACS
- - 311 293
-iStorm
- - 15 19
-iSquare
- - 188 182
- Other direct subsidiaries
- - 190 199
- Other related parties
2.741 1.489 2 7
Dividends
- - 14.020 11.429
-Unisystems
- - 3.015 -
-Info Quest Technologies
- - 2.500 2.000
-ACS
- - 5.003 7.029
-iStorm
- - 1.000 -
-iSquare
- - 2.502 2.400
6.990 6.015 15.552 12.919
ii) Purchases of goods and services
Purchases of services from:
3.434 1.618 207 126
-Unisystems
- - 22 7
- Info Quest Technologies
- - 85 39
-ACS
- - 2 -
- Other direct subsidiaries
- - 1 -
- Other related parties
3.434 1.618 97 80
3.434 1.618 207 126
iii) Benefits to management
Salaries and other short-term employment benefits
9.737 6.108 585 471
9.737 6.108 585 471
COMPANY
GROUP
iv) Period end balances from sales-purchases of goods / services / dividends
31/12/2022 31/12/2021 31/12/2022 31/12/2021
Receivables from related parties:
-Unisystems
- - 135 110
-Info Quest Technologies
- - 4.500 2.021
-ACS
- - 22 22
-iStorm
- - 2 2
-iSquare
- - 19 19
- Other direct subsidiaries
- - 4.469 2.270
- Other related parties
4.028 3.463 16 16
4.028 3.463 9.163 4.459
Payables to related parties:
-Info Quest Technologies
- - 40 3
-ACS
- - 14 13
- Other direct subsidiaries
- - 3 -
- Other related parties
126 138 4 5
126 138 61 22
v) Receivables from management and BOD members
- - - -
vi) Payables to management and BOD members
- - - -
COMPANY
GROUP
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
20
respectively, the receivable amount of euro 3.463 thousand from related parties concern COSMOS BUSINESS SYSTEM by an amount of
euro 3.140 thousand and BriQ Properties by euro 323 thousand.
As mentioned above, transactions with other related parties also include transactions with the company "BriQ Properties REIC", which
was a subsidiary of the Company up to July 31st, 2017, and today is an associated member, although not directly nor indirectly owned
by the Company, due to common key shareholders and significant business relationships, which mainly concern property leases.
The lease liabilities of the Group and the Company to BriQ are analysed as follows:
6. Address of the Company
The Company's headquarters are located in Kallithea, Attica, and its offices operate in an office building on 2
A
, Argiroupoleos street.
7. Outlook 2023
2022 Overview - 2023 Prospects
Quest Group in 2022 continued the positive trend of the previous years, showing improvement in all key financial figures from continuing
operations. In particular:
In 2022, on a consolidated basis, revenues amounted to €1,03 billion, an increase of 8,9% compared to 2021. Earnings before interest,
taxes, depreciation, amortization and investment income amounted to € 72 million (down by 4,7% from 2021). Earnings before tax
amounted to € 54,9 million (vs. € 136,1 million in 2021), while earnings after tax and minority interests (EAT after NCI) amounted to €
41,4 million (vs. € 125 million in 2021).
The 2021 results include the results of Cardlink (for the period 1/1/2021-30/9/2021), which was sold on 30/9/2021. Extraordinary capital
gains of €77,8 million on a consolidated level, stemming from the sale of Cardlink and of TEKA Systems, are also included. Moreover, 2022
includes extraordinary capital gains of €1,3 million from the sale of the minority interest in Accusonus. It is noted that in 2022 the Group's
profitability was burdened by extraordinary financial support of approximately €2,8 million provided to the lowest paid employees of the
Group companies.
Excluding capital gains from divestments and the gains from the subsidiary Cardlink, which is a discontinued operation, earnings from
continuing operations moved positively. In particular, with regard to continuing operations, revenues in 2022 amounted to €1.032 million
(vs. €916 million in 2021), showing an increase of 12,7%, earnings before interest, taxes, depreciation, amortization and investment
income amounted to €72 million (12.4% increase from 2021) and earnings before tax (EBT) amounted to €54,7 million (vs. €51,3 million
in 2021, showing an increase of 6,6%).
In addition, during 2022, Quest Group made significant investments which, together with the net borrowings for these investments,
amounted to approximately €47 million, of which €12 million were growth Capex & New Investments. The majority of the investments
related to the acquisition of the 99.1% shareholding in the company GE DIMITRIOU and the remainder mainly to the infrastructure of
ACS, Infoquest Technologies and new parks of Quest Energy.
Good management in working capital requirements, mainly in Q4, and good organic profitability led - despite the significant sales growth
- to a positive cash position for the Group and net cash position at the end of 2022 stood at €28,7 million compared to €84,6 million at
the end of 2021, while €60,6 million was also distributed as dividends. Finally, net cash flow from operating activities amounted to
approximately €45,3 million.
In particular, the 2022 performance and the outlook for 2023 by activity are broken down hereinbelow:
31/12/2022 31/12/2021 31/12/2022 31/12/2021
BriQ Properties REIC
Lease liabilities, opening balance
8.394 9.803 402 477
Lease payments
(8.080) (5.475) (366) (278)
Contract Modifications
11.394 2.844 243 142
Interest expense
1.644 1.222 75 61
Lease liabilities, ending balance
13.352 8.394 354 402
GROUP
COMPAΝY
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
21
• Commercial activity (Info Quest Technologies, Quest on Line (you.gr), iSquare, iStorm, QClima, FoQus, GED)
o In 2022, total revenues amounted to €704 million (13,8% increase vs. €618,5 million in 2021), EBITDA was €25.7 million (12,4%
increase vs. €22,9 million in 2021), while earnings before tax (EBT) amounted to €17,9 million (1,5% decrease vs. €18.1 million
in 2021).
o For 2023, modest revenue growth is estimated, mainly coming from market share growth, growth and development of new
activities such as air conditioning. In mid-2023, the launch of Apple in Greece is expected which will reduce profit margins in
the business activity of iSquare (Apple products). In terms of profitability, this is expected to be roughly similar to 2022 as the
decline in profit margin in Apple commercial products is expected to be covered by the other new activities.
• IT Services (Unisystems group)
o Revenue in 2022 amounted to €175,9 million (15% increase compared to 2021), EBITDA was €16,1 million (28,9% increase
from 2021) and earnings before tax (EBT) amounted to €12,8 million (27,4% increase from 2021). It is noted that in 2022 the
results of subsidiary Intelli have been fully integrated.
o For 2023, increased profitability and revenues are expected relating to growth both in Greece and abroad. More specifically,
the growth will derive from big projects of the Greek State (RRF, ESPA), from major contracts in the banking and energy sector.
The activities abroad present an increasing trend as a result of the new big projects undertaken or of the extension in existing
ones. The political environment does not seem to affect the development of the company’s business during 2023.
• Postal Services (ACS Courier)
o In 2022, revenues amounted to € 142 million (4,9% increase compared to 2021), EBITDA amounted to € 22,6 million (5,8%
increase compared to 2021), and EBT amounted to € 18,9 million (at the same level as in 2021). It should be noted that a
significant part of the 2021 profit (around €3 million) was due to reversal of provisions, so excluding these one-off 2021 gains,
profitability in 2022 was increased compared to 2021.
o For 2023, revenue and profitability growth is estimated to be higher than in 2022 mainly coming from courier services (due
to the growth of e-commerce).
• Production of Electricity from Renewable Sources (Quest Energy)
o Revenues in 2022 amounted to € 10,1 million (13% increase compared to 2021), EBITDA amounted to € 7,9 million (7,6%
increase compared to € 7,4 million in 2021) and earnings before tax (EBT) amounted to € 4,6 million (19% increase compared
to € 3,9 million in 2021).
o For 2023, the gradual implementation of new investments is also planned, while mild growth is expected in all sizes of the
activity.
• Other activities
o Revenues in 2022 amounted to € 1,032 million (12,7% increase compared to € 916 million in 2021), EBITDA was € 72 million
(12,4% increase compared to € 64 million in 2021) and earnings before tax (EBT) amounted to € 54,7 million (6,6% increase
compared to € 51,3 million in 2021).
In summary, Quest Group in 2022:
o Achieved sales growth of +12,7% yoy (€1,032 million) from continuing operations, exceeding €1 billion for the first time. It is also
noted that it now has two companies with sales of more than €300 million in its portfolio of investments.
o Showed an improvement in profitability from continuing operations, EBITDA (+12,4%) and EBT (+6,6%) coming from most
companies.
o Broadened its portfolio of subsidiaries & activities with the acquisition of the shareholding (99,1%) in GED, thus acquiring a leading
position in the air conditioning sector as well.
o Distributed to its shareholders dividends/earnings of previous years amounting to approximately €0,57/share (approximately €61
million in cash).
o Implemented significant investments mainly related to the development of the new ACS facilities and the acquisition of GED
amounting to approximately €47 million together with the loans taken out.
o Completed major infrastructure investments such as the new state-of-the-art ACS sorting centre and the Infoquest Technologies
logistic centre that allow for more efficient operations while having excess capacity facilitates the increase in volumes in the coming
years.
o Significantly increased the group's human resources, which exceeded 2,500 employees.
o Continued and expanded its actions related to the training and development of its staff and managers alongside their effective goal
setting.
Quest Group continues to implement its business plans having as key priorities the increase of revenues, the reduction/containment of
operating costs, the mitigation of risks with controlled debt exposure and the limitation of credit risk and the generation and gradual
improvement of positive operating cash flows.
Quest Group's key objectives and priorities for 2023, taking into account the current circumstances, are:
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
22
• To continue the organic growth of all areas of activity and the development of all areas of operation.
• To ensure sufficient cash liquidity and maintain positive operating cash flows.
• To continue planned investments to support further development of its operations in areas that will have greater potential in the
future, such as e-commerce.
• To pursue further growth through acquisitions.
With regard to the outlook for 2023, from continuing operations, a positive course is estimated for consolidated sales, EBITDA operating
profit and profitability before tax compared to 2022 with approximately similar growth as in 2022. The group's investments are estimated
to exceed €30 million where the majority will be development investments.
Taking into account the economic conditions, as well as the outlook for Greece, the main targets of the Group's Management for 2023,
by business sector/subsidiary, are as follows:
Parent Company Quest Holdings
2022 was a year of stability for Quest Holdings.
For 2023, the main objective of the parent company is to maintain a lean and efficient operating model with limited operating costs for
the Group's consolidated figures, to re-evaluate and improve the Group's structure, to maintain as far as possible the organic figures of
its subsidiaries in order for them to achieve their goals, as well as to implement their strategic plans and finally to look for new investment
opportunities in the same or new sectors with growth prospects and/or with higher profit margins.
The overview of 2022 performance and the outlook for 2023 are presented below for the most significant subsidiaries of the Group:
Α. Segment of Commercial Activities
Info Quest Technologies – Quest on Line
Distribution of Products and IT Solutions
In 2022, Info Quest Technologies achieved the sales targets it had set to a satisfactory degree, facing unprecedented business challenges
and difficulties that had a negative impact on the EBT profitability level, creating an optimistic outlook for the future.
The major economic turbulence throughout the year as a result of the ongoing war in Europe and the epidemic crisis, such as increases
in the cost of energy, transport, production and everyday goods, rising inflation and reduced consumer spending, inevitably affected the
company. At the same time, the malfunction of the global supply chain resulted in a significant lack of products worldwide, while the
change in the dollar - euro exchange rate brought about significant cost and financial changes.
The international market in 2022 recorded a moderation in PC and Smartphone sales. A decrease was also recorded in the Greek market,
which affected the sales of the company, which is strongly active in these two product categories.
At the same time, the digital transformation of the state, organizations, and businesses and the expected plans for the utilization of the
resources of the Recovery and Resilience Facility (RRF), create prospects, requiring at the same time significant organization and
preparation, in order for the company to respond in the best way to the requests.
Business Continuity and seamless market support
The proper management of the supply of goods, as well as the optimal management of all financial parameters was of particular
importance during the reporting period. The goal was achieved to the maximum extent possible and product sufficiency was ensured,
giving the company a competitive advantage and an increase in market share in important areas of activity. At the same time, new
services and Apps were developed to serve customers in the new digital environment based on the Recovery and Resilience Facility’s
programmes.
Health, Safety and Welfare of Employees
In 2022, Info Quest Technologies continued applying measures to ensure the protection of employee and customer health and business
continuity to the greatest extent possible. It continued the implementation of a hybrid working model, invested, mainly by utilizing online
training platforms, in the continuous development of its employees and carried out numerous programmes to enhance corporate culture,
teamwork, wellness and employee satisfaction. With empathy and a sense of responsibility, it supported, following relevant approval of
its General Assembly, more than 370 low-paid employees through the distribution of a special allowance in accordance with the program
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
23
announced by Quest Group. Finally, it continued to expand its human resources, creating 31 new jobs, with a focus on attracting human
resources that can understand & support the ongoing transformation in the new era.
ESG Strategy
Taking into account the frequency of intense phenomena as a result of the climate crisis (such as large-scale wild fires, or floods) the
company has redefined and monitors more closely the risks related to climate change that may affect its operation. At the same time, it
participated in the formulation of the Group's new ESG Strategy, committing to objectives related to the Environment, Society and
Corporate Governance.
Investments & new activities
Despite the volatile economic environment, the company continued its investments and exploration of new areas / partnerships of
activity as dictated by the new digital era.
The new Logistics Centre in Aspropyrgos, Attica, is the highlight of the company's investments in 2022. The fully automated 200,000+ m
3
Logistics Centre contributes substantially to the increase of productivity and the reduction of associated costs, helping the company to
achieve its goals. The relocation of the first operations was successfully carried out in June 2022 and was completed in stages by the end
of the year. The completion of automation and full operation is planned for Q1/2023. During the year, the relocation of the company's
Technical Department to new more ergonomic and modern premises was also carried out.
In 2022, the company continued to implement its strategic plan for expansion in key technology pillars; Cloud, Security, Modern
Workspace, eMobility, Circular Economy, AIoT, Analytics, Smart Buildings/Home/Cities. At the same time, it supported the smooth
integration and business continuity of the company G. E. Dimitriou, which joined the Group in the last four months of the year, while it
proceeded with the extension of important contracts with international manufacturers (dahua, Dell, HPE, Ecoflow, Samsung etc.) in order
to further develop sales in the Cypriot market. Last, it started planning the establishment of a subsidiary in Romania.
At the same time, it actively participates, providing the necessary resources, in IQnovus, the Innovation Center of Quest Group, exploring
and participating in actions and initiatives that enhance innovation.
As a result of the above, in 2022 Info Quest Technologies:
- Presented sales increase by +6,8 % (vs 2021), in a declining market;
- Presented slight decrease in EBITDA profitability by -3,7 % (vs 2021), as a result of the unfavourable economic climate,
increased product transportation costs, and of course employee bonuses;
- Bad debts remained zero and DSO was 47,1 days vs 52,7 in December 2021;
- Received major accolades from partner brands such as Cisco, Dell and Red Hat, for its performance;
- Maintained 1st place in the CEE region, among Xiaomi distributors (according to Xiaomi KPIs);
- Won the prestigious ECOVADIS Silver Award for its performance in Sustainable Development;
- Received the Great Place to Work certification for its working environment.
It should be noted that in 2022, the company's revenues do not include sales of POCO Smartphones, which as of the second half of 2021
are carried out by the Group's independent company, FoQus, which operates as an exclusive distributor of POCO Smartphones, a sub-
brand Xiaomi. The business activity was integrated into Info Quest Technologies, which continues to have full responsibility for sales. In
2022 FoQus sales amounted to €8,760m. compared to €11,919m. in 2021.
In more detail by sector of activity:
- In the Information Technology and Communications Products sector, sales showed a decrease of -8% in a market which
according to analysts showed a drop of -20%. Sales in the field of white goods were strengthened, the network of partner
reselllers was expanded and the conditions/collaborations were created for the development of new product lines in areas
related to the circular economy, energy management and smart home, in accordance with the company's 5-year business
plan.
- In the Mobility sector, the company with Xiaomi's products as its key pillar of development, saw a -10% decline in sales of
Smartphones and a -7,3% decline in the connected product ecosystem. The decline is consistent with the overall sales decline
in the market, but also the explosive sales growth experienced in 2021 (due to special circumstances). It should be noted that
Xiaomi's products maintain high market shares with Smartphones having consolidated their position in the first two places
in the Greek market with a market share approaching 30% and products such as the electric scooter, robotic vacuum cleaner
and wearables remaining the undisputed leaders of their respective categories. Sales in Cyprus and Malta showed an increase
+2% (vs LY), while 2 stores were added to the chain of Xiaomi Stores, with the one in the River West Mall being the first in
the Central and Eastern Europe region to implement Xiaomi's new "IoT concept", offering an enriched, interactive experience
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
24
to visitors. During this year, the company continued to build infrastructure and partner network for the launch of Segway e-
motorcycles, the company's electric mobility proposal.
- The strategic activity of Cloud showed a steady increase of +82% (vs LY) with overall sales from Cloud & Value Added Products
services showing an increase of +33.7% (vs LY). During this period, the company invested significantly in strengthening its
expertise and developing solutions and services in Microsoft technologies (Modern Workplace, Azure becoming a leading
distributor of M365 solutions and fastest growing overall distributor) and DocuSign. Of particular importance was the smooth
integration of the new subsidiary Team Candi, aiming to create new value-added solutions and services and preparing the
company and its partners with solutions and services to support the market in the utilization of the Recovery and Resilience
Facility’s resources. The company's conclusion of partnerships with very important organizations (Banks, Telco Operators
and Software Houses) to jointly approach and support the market is also important.
2023 Outlook
Info Quest Technologies, has shown an excellent course in recent years, with the continuous growth in all areas of its focus, the
transformation of its business model and excellent financial results, the tripling (3X) of its turnover in the last 5 years and the achievement
of the objectives of its business plan significantly earlier.
2023 is expected to be another year of particular market conditions and great uncertainty. It is estimated that the negative impacts on
the economy will continue due to the increase in the cost of energy and essential goods, product shortages, or extreme weather
conditions.
In this environment, Info Quest Technologies is preparing intensively in order to respond in the best possible way and to continue its
growth path in all areas, aiming to maintain its leading position in the new era of the 4th industrial revolution, the digital transition, and
the climate crisis. Having started the implementation of its new 5-year business plan, it is preparing to contribute to the best possible
utilization of the resources of the Greece 2.0 Plan for the digital upgrading of the country, it is developing new services, and it continues
to carefully monitor developments, evaluate new opportunities, and looks towards the future with vision and high goals.
• Continues having as top priority the health of its employees and customers and operates with all appropriate safety and
protection measures.
• Continues and accelerates the transformation of its business model from a Tier 2 distributor to a value creation platform
through an ecosystem of vendors, partners, customers (From Distributor to Aggregator)
• Continues its digital transformation, with investments in Cloud infrastructure, digitization and automation of processes,
utilization of AI & Big Data Analytics technologies in the decision-making process and redefinition of monitoring and
improvement indicators (KPIs)
• Proceeds with the development its state-of-the-art Logistics centre, which will enable it to realize its business plans by
expanding it.
• Continues its growth plan by adding new products and services to its portfolio, seeking to offer even more options to its
customers in all its areas of activity.
• Continues to develop its human resources by enhancing its e-learning programs in digital skills, while strengthening its
workforce with new talented employees
• Continues to invest in an advanced and inclusive working environment
• Invests dynamically in innovation and exploration of new areas of growth
• Implements initiatives and develops new services aiming to reduce the environmental footprint of both the company and its
customers
• Continues to contribute through targeted corporate social responsibility programmes to support groups so that no one is left
behind in the new digital world
Technology products & Cloud solutions
In the field of technology products and services, closely monitoring technological developments (Wi Fi 6 & 5G, IoT & Connected Devices,
Big Data/Analytics & AI, Robotics Process Automation, etc. ) it prepares to better serve the market within its scope, to utilize the Recovery
and Resilience Facility’s resources and the important digital transformation projects of the state and the business market by
strengthening its presence and positioning in new categories (always connected laptops, smart devices, new cloud services, home
electrical appliances, air conditioning). A particular area of focus is the development of a range of products in the context of the
implementation of the circular economy model (refurbished products), energy storage and the transition to a greener everyday life. At
the same time, it will continue its investments in the Cloud, mainly by strengthening its services in Microsoft Modern Workplace & Azure,
DocuSign and Security technologies, but also by adding new brands to its portfolio that will add further value to the Greek market. In
strengthening its services, it will seek to further develop its specialized subsidiary Team Candi, by designing new solutions and services.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
25
It is hereby noted that in February 2023 Team Candi was awarded the top Microsoft Specialization for Low Code Application Development
certification, which ranks it among Microsoft's best partners in specific technologies, a proof of its know-how and experience in the field.
An important priority for the new year is to strengthen its activities in the Cypriot market in particular, in products and solutions included
in the contracts it has with its partner manufacturers.
Mobility & Internet of Things
In the mobility sector, Xiaomi is expected to maintain its high shares in Smartphone sales by focusing on providing devices with
competitive features at affordable prices. At the same time, the company will continue to sell POCO products serving the manufacturer's
dual brand strategy. Moreover, it is expected to maintain its leading position in the home smart devices sector by putting the smart
home concept into practice. The main growth pillars will be new products for smart home, health and wellness and micro-mobility from
the Xiaomi ecosystem. In terms of distribution channels, it will continue to develop online sales channels, the chain of Authorized Xiaomi
Stores and specialized Mi Zones areas in major retail chains, and strengthen overseas sales, with Cyprus and Malta being the main
markets.
A particular priority is to support the operation of the company's new subsidiary in Romania, for the distribution of Xiaomi s products in
the local market. It is estimated that the company will commence its operations in Q2/2023.
In conclusion, although the uncertainty in the business environment is particularly high, the company's management believes that the
continuous monitoring of developments, the systematic preparation for integration in new regions and targeted investments, the gradual
implementation of large-scale projects and the acceleration of the transition to the new digital era will lead the company to achieve its
goals and create added value for the entire Greek society.
Quest Online S.M.S.A.
(e-commerce www.you.gr)
The Covid-19 pandemic brought about significant changes, among other things, in consumer behavior accelerating the faster penetration
of e-commerce in the Greek market, given that during extensive periods in the year when physical stores were closed, online shopping
was the only option for the consumers.
you.gr, the online store of the Quest Group, is one of the largest and most reliable purely online stores with 98% of its customers saying
that they are very satisfied with the store and its services.
In 2022, given that physical stores were open throughout this period and consumer spending was reduced due to the significant effects
on the economy (inflation, energy costs, etc.), You.gr presented a turnover reduced by -12,4% (vs LY). It is noted that according to
analysts, the domestic retail IT market, which is the most important sales pillar of You.gr, decreased by approximately 24% overall, with
the decrease approaching 30% in online markets.
Quest OnLine has continued to implement significant investments in systems and infrastructure, offering multiple choices to
consumers, in a safe, modern and friendly online shopping environment.
At the same time, commencing the implementation of its 5-year business plan for the period 2022 – 2026 the company:
▪ enriches the range of products,
▪ introduces new services such as: instalment purchases without a credit card, subsidy to replace an old Smartphone device
with a new one, withdrawal of an old electrical appliance at authorised points in the context of supporting circular economy
actions
▪ expands delivery options (same-day delivery, lockers)
▪ improves and speeds up the experience at customer contact points (website, call centre, social media, etc.).
▪ expands the options available to the consumer in the delivery of products (same day delivery, Lockers, etc.).
▪ participates in all subsidised programmes related to its activities (replacement of energy consuming air conditioners and
refrigerators, Digital Care II, Digital Tools for SMEs, etc.)
▪ invests in better support of professional market (SOHO, B2B)
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
26
2023 Outlook
With continuous investments, Quest Online has more than tripled its turnover in the last 6 years, growing significantly faster than the
market growth.
Given the prevailing market conditions, the company expects to expand its market share in the product categories it invests in. It will
continue to participate in all subsidized programs related to its business by proposing leading products and services to its customers.
Quest On Line, will continue its aim to continuously improve the shopping experience of each customer, investing in new innovative
technologies, new ways of reaching consumers and new partnerships, expecting you.gr to become firmly established in the preferences
of consumers who choose to shop online.
Clima Quest S.A.S.A.
In 2022, Clima Quest, exclusive distributor of Gree in Greece, the world's largest manufacturer of air conditioning systems, reported a
turnover of €8,37m, increased by +62% compared to the previous year. The company's sales were particularly affected by the current
financial market conditions, increased transport costs and the delay in the announcement of the replacement program for air
conditioners, which started in the second half of the year. The company, which completed its second year of operation, focused on
further developing its partner network, both in terms of the specialist installer channel, which accounts for 85% of its sales, and the major
retailers serving the consumer market. In 2022, the company's partner network exceeded 300 partners with more than 200 being new.
It is noted that GREE, develops and manufactures air conditioning systems, heat pumps, water systems and dehumidifiers, offering
complete and integrated solutions for residential, commercial and industrial applications. At the heart of all Gree's business activities is
innovation and environmental sustainability, which is reflected in its commitment to provide the most efficient and sustainable solutions
to meet all cooling and heating needs. In the current energy crisis, Gree's innovation and excellence in efficiency and energy consumption
are expected to boost sales and penetration in the Greek market.
2023 Outlook
Clima Quest will continue its growth course, with the aim of further establishing itself in the market. Given the investment in know-how,
the emphasis on innovation given by the manufacturer, the wide range of products, the orientation towards the availability of "greener"
solutions for both the domestic and the professional market, the company is prepared to make the most of all opportunities as well as
the state programs and schemes, such as the "RECYCLING – CHANGING HOME DEVICES" programme by the Ministry of Environment and
Energy launched in August 2022 – contributing to a better and cleaner environment in Greece.
ISquare S.Α.
(Apple products)
2022 Report
2022 was a year full of obstacles, difficulties and challenges. The continuation of the pandemic in combination with the war in Ukraine
the general global instability, the energy crisis, the problems in the production of raw materials, the delays in distribution networks and
deliveries, affected the retail market directly or indirectly.
As far as the retail market in the technology sector is concerned, 2022 brought a downturn in almost all the categories in which the
company operates. According to GFK's annual report, there was a marginal decline in smartphones units (-1%), and a strong decline in
PCs (-24%) and tablets (-35%), primarily due to lower Digital Care activity this year compared to the same period in 2021.
In this challenging and difficult year, iSquare managed to come through in the best way possible and continued its excellent performance
with strong double-digit sales growth across all product categories. More specifically, in 2022, the company showed a 37% sales growth
exceeding €342m, gaining significant share in all product categories it operates in with the iPhone leading the growth and recording >42%
yoy growth.
At the same time, the company continued its investment plan in its retail network of partners with new Apple locations and points in the
stores of major retailers both in Greece and Cyprus. Thus, in 2022 it added 12 more new Apple Programs locations, with the total number
of Apple Programs locations now amounting to 95 spaces of high aesthetics, functionality and experience.
In conclusion, with regard to iSquare and the Apple ecosystem in Greece and Cyprus in general, 2022 was a record year on all levels.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
27
2023 Outlook
2023 is expected to see a continuation of the challenges experienced in the previous year, resulting in a difficult and recessionary market
for the IT industry.
Nevertheless, the company is cautiously optimistic and expects 2023 to be another positive year with further sales growth in all
categories. We expect that the second half of the year, after the national elections, will see an improvement in the economic and
consumer climate, due to the positive development of tourism, which is again expected to contribute significantly to the growth and
upturn of the market in general. Strong obstacles to improvement remain the problems in the supply chain with product revaluations
and shortages of basic raw materials, the Euro-Dollar exchange rate, the pandemic which continues (albeit at a milder pace), the energy
crisis with the explosive price increase and finally the war in Ukraine which increases uncertainty in Europe and the rest of the world. In
general, an improvement is expected in terms of price increases and a de-escalation of prices both in energy and in all other sectors and
a moderation of inflation.
At the same time, the company will continue its investment plan with point-of-sale upgrades in retail stores, sales associate trainings
with the aim of improving the overall Apple experience for consumers. In Cyprus, the company will continue to expand and upgrade its
network through its authorized resellers, thus strengthening its presence on the island, which will further boost iSquare's sales in Cyprus
as well. Finally, as every year, new innovative Apple products are expected in the 2nd half of the year, which will further boost iSquare's
sales.
In mid 2023 the commencement of operation of Apple is expected in Greece, fact that will decrease the profit margins in the Apple
business of iSquare. Regarding the overall profitability however, this is expected to remain constant compared to 2022, as the decrease
in the profit margin of Apple products will be offset from other new activities. In conclusion regarding iSquare and in general the Apple
ecosystem in Greece and Cyprus, it is predicted that in 2023, the company will have a positive year with further growth of all its figures
both in terms of sales, as well as strengthening against the competition, increasing market shares and increasing profitability.
iStorm S.Α.
(Apple Retail Stores - Apple Premium Reseller)
2022 Report
iStorm SA (www.istorm.gr) has been active in the market since 2010 and aims to develop and operate model stores exclusively for Apple
products (Apple Premium Reseller - APR). iStorm stores offer the best Apple ecosystem experience by stocking all Apple products, as well
as a wide variety of peripherals and accessories, top-notch service and technical support, free tutorials and knowledgeable staff. Today
there are fourteen (14) iStorm stores in total, out of which ten (10) stores operate in Greece and four (4) in Cyprus.
2022 was a difficult period for the market full of obstacles, difficulties and challenges. On the positive side, it is recorded that in the first
half of 2022 the shops were open, unlike in 2021, when the shops were closed during the first four months of the year due to the
pandemic. This has significantly helped the iStorm chain to welcome many more people and offer the best Apple experience to its
customers and thus boost its sales and overall numbers.
For iStorm, despite the challenging conditions, 2022 was a year of explosive growth in both new stores and sales. It achieved exceptionally
high growth rates with sales increasing by 45% to over EUR 74 million. The expansion of its network with new stores was the key driver
of growth. In 2022, 4 new stores were added, of which 3 in Greece (Patra, Heraklion, Larissa) and one in Cyprus (Paphos). This expansion
significantly boosted sales but also the spread of the iStorm brand to more cities. Almost all product categories had strong double-digit
growth.
In conclusion, 2022 was an excellent year for iStorm with strong double-digit positive sales growth and 4 new stores and services.
2023 Outlook
In 2023, the current challenges that we experienced last year are expected to continue, resulting in a difficult and recessionary market
for the retail sector in which the company operates.
Nevertheless, the company is cautiously optimistic and 2023 is expected to be another positive year with further growth in all categories.
We anticipate that the second half of the year will see an improvement in the economic climate and consumption, due to the positive
trend in tourism, which is again expected to significantly contribute to the growth and uplift of the market in general.
We aim to further expand our store network with the addition of 2-3 new stores in Greece in order to achieve better coverage of new
regions and to further strengthen the network and the iStorm brand in Greece and Cyprus.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
28
At the same time iStorm intends to continue investing in its online store as well as in new services that it plans to launch in the coming
months, which will further improve the customer experience. A major investment in the installation and operation of the company's
central CRM has already started and is being completed which will significantly help commercially and improve customer service and
monitoring. It will also continue to further improve and enhance its call center as an alternative sales, contact and support channel for
its customers. Finally, it will further upgrade its consumer loan, trade-in and same-day product delivery services to provide an even better
customer experience in 2023.
In conclusion, for 2023, with the addition of new points of sale and upgrading of its productivity, the company is projected to have
another positive year with further growth in all of its sizes both in terms of sales and strengthening against the competition, market share
and profitability growth.
G.E. DIMITRIOU AEE
(Distribution of air conditioning and other household electrical devices)
The fiscal year 2022 was a particular year for the company GE DIMITRIOU as the financial distress created in the previous years was
sorted out. The Restructuring Agreement ratified in March 2022 and the entry of Quest Holdings as a new investor with a percentage of
99.09% in G.E. DIMITRIOU share capital have fostered the conditions for the smooth continuation of the company's activities in the
market segment of air conditioning and household electrical devices. The turnover of the company in 2022 amounted to euro 13.535
thousand presenting an increase of 28,16% from the previous year.
The global turmoil in the economy throughout the year had consequences such as increases in transport and production costs, as well as
fluctuations in the dollar / euro exchange rate, which ultimately brought about significant cost changes. These developments created a
particularly adverse business environment which, in combination with the increase in inflation rate and the decrease in consumer
spending, inevitably affected the air conditioning and electrical devices market segment.
Outlook 2023
The year 2023 is expected to be another year with non-recurring market conditions and great uncertainty around consumer demand. It
is also a critical year for GE DIMITRIOU, as the company, will take over again the independent distribution of its products following the
Restructuring Agreement. The company is ready to make the most of all existing opportunities and benefit from the governmental
programs in effect – such as the "RECYCLE-CHANGE DEVICE" program initiated by the Ministry of Environment and Energy, which started
in August 2022 and is expected to last until mid-2023.
Given the reliability, the innovative design and the quality of its products, the company will aim to maintain and strengthen the leading
position that it holds, through the Toyotomi brand, in the segment it operates, and at the same time GE DIMITRIOU will further aim to
increase its share in the market of small electrical devices (brand Singer). The company is ready to contribute with its products to the
energy crisis the country is going through and also to the protection of the environment.
B. Segment of Information Technology Services
Uni Systems
Integrated IT and Telecommunications Solutions and Services
2022 Report
In 2022 Uni Systems S.M.S.A. significantly increased its turnover by 14% compared to 2021 (from € 154,3 million to € 175,9 million).
Particularly significant was the 10% increase in revenues from foreign markets, which now represent 48% of the company's total revenues
(from € 76,6 million in 2021 to € 84,2 million in 2021). For the second consecutive year, there was also a significant revenue increase in
the Greek market of 18% (from €77,6 million to €91,6 million) which was mainly driven by the banking and wider public sector. As of
2022, the subsidiary INTELLI SOLUTIONS is fully integrated in the company's results, which also contributed positively to the company's
results (€5,5M revenue, €1,7M EBITDA). It is noted that Uni Systems owns 60% of the shares of Intelli Solutions.
The main foreign market is the European Union's Agencies and Institutes. In 2022, Uni Systems was present with projects in over 25
countries and in over 65 different organisations. The contracts with DG DIGIT, DG CLIMA, ESMA, EIB, EBA, ECHA, ECDC, EIT, EMA, the
European Parliament, EuLISA and EIOPA are mentioned by way of indication. The company's total revenues from foreign markets now
account for 48% of the company's total annual revenues and 56% of service revenues. In 2022 the company bid on new large contracts
and entered into new or renewed old contracts of more than €70M with organisations such as DG CLIMA, ECDC, ENISA, EASO, EPPO etc.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
29
In the domestic market, UniSystems moved positively, especially in the Financial Sector where it achieved growth of 4,8% by renewing
large contracts or by contracting new services and projects. Particularly important was the 7-year contract renewal for ALPHA BANK's
central systems. In the broader public sector UniSystems showed growth of 28%, without actually having started the major projects of
the Development Fund (GREECE 2.0-RRF). Finally, in the broader private sector the company recorded a decline of -8% in 2022 mainly
due to the problems that arose in this market as a consequence of the broader geopolitical situation, rising inflation and interest rates.
The company's profitability (EBITDA) in 2022 increased significantly (+27%) compared to 2021, mainly due to an improvement in the
implementation performance of major projects in Greece and abroad and the organizational changes made in the company's technical
departments. As in previous years, the company's Management emphasized on the growth of the company and the increase of personnel
in the services and software sector, the low use of borrowed capital as far as possible and the generation of positive cash flows.
In 2022, the Company's Management went on with organizational changes at the level of the software technical division, the autonomous
technical division for foreign projects implementation, the horizontal solutions and Business Development. Special emphasis was placed
on improving software development, quality and complex project management processes. The development of the autonomous
technical division for solutions and Managed Services continued.
In 2022, the development and expansion of research and innovation initiatives (RDI) continued with participation in various research
projects in Greece and abroad. The company participated in over 46 research projects with a total budget for Unisystems of over 13M€.
The main areas of focus include Health, culture, Smart Energy, Industry 4.0, sustainability, Cybersecurity, Education, Logistics, Mobility,
Smart City. Unisystems also manages Quest Group's IQNOVUS research centre to coordinate research activities across the Group. It also
manages or actively participates in various Innovation clusters or Hubs in Greece and abroad (e.g., Pleiades IoT Hub).
In 2022, the company proceeded with the implementation of the 5-year strategic development plan that it had prepared in collaboration
and with the support of the internationally renowned strategy firm Oliver Wyman. The plan identifies strategic areas for growth across
solutions, markets, and key internal areas of improvement to transform the company and continue its success in the years ahead. The
key technology focus areas are Cloud, Cyber Security, Data Analytics, Managed Services and Customer Experience.
2023 Outlook
Initial estimates for the 2023 fiscal year and to the extent that there are no adverse political, economic and social developments,
anticipate an increase in turnover, continued improvement in profitability, continued expansion of sales abroad and positive cash flow
generation.
A key element of optimism for the company is the total contracted backlog of projects amounting to over € 550 m. The domestic market
is optimistic about the major digital modernization projects of the Greek State and the new projects of the Development Fund (Greece
2. 0-RRF). The company has already concluded or expects to conclude major projects such as the new ERP system of the Greek State, the
new CRMS, the Integrated System of Administrative Justice Case Management, eJustice, digitization of the Land Registry, the Legal
Council of the Sate, Next Gen GCLOUD etc. Furthermore, in 2023 a new round of Development Fund projects is or will be launched for
which the company considers itself a key contender.
We also expect that major implementation projects abroad in the Banking sector resulting from our company's strategic partnership with
the world-renowned company FINASTRA in the areas of Core Banking, Payments and Treasury will make significant contribution.
A key risk is the difficulty in finding qualified personnel in information and communication technologies both in Greece and abroad. This
creates pressure on remuneration as well as a delay in meeting the increased demand that is observed and which will increase in the
future.
C. Segment of Financial Services
Cardlink – Discontinued Activity.
Provision of POS terminals network services
The Cardlink activity, following the agreement with Worldline and according to the IFRS, the activity is characterized as "discontinued"
and has ceased to be consolidated in the results of the Group from October 1, 2021.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
30
D. Segment of Postal Services
ACS
Postal Services
2022 Report
The company had an overall positive performance in 2022, with total revenues amounting at approximately €143 million (+3,8%
compared to 2021). Revenue growth came from courier services which showed higher growth of around 5% coming exclusively from the
second half of the year (when courier growth was around 10%) as in the first half of the year (due to the 2021 lockdown) growth was
only 1%. Revenue from postal services showed a decrease of -29% compared to the previous year due to the digitalization of accounts
and documents, while the activity of postal services in 2022 now concerns only 4,4% of total revenues. The company's operating EBITDA
in 2022 amounted to €22,6 million (up by around 5,7% from 2021) while EBT amounted to €18,7 million (at the same level as in 2021).
Note that in 2021 profitability had been boosted by €3m in reversal of earlier negative provisions, so profitability growth in 2022 without
these provisions is significantly higher.
From mid-2022, the company started operating in its new modern privately owned facilities in Egaleo, Attica, operating in a more
productive and efficient manner than before and having three times the sorting capacity than before. At the same time, emphasis was
placed on the gradual smoothing of costs from the previous operation by absorbing the significant increase in transportation costs due
to the increase in fuel and shipping costs that occurred in 2022. This facility and infrastructure are estimated to provide the Company
with new capabilities and increased capacity and will allow it to operate more productively and increase its market shares in the coming
years.
At the same time, the company has continued to upgrade its IT infrastructure and new solutions for its customers, as well as to develop
its network of points to better serve the needs of its e-commerce customers and the automation of deliveries using automated lockers
to improve the customer experience and increase its market share in this market.
2023 Outlook
For 2022, ACS bases its revenue growth mainly on courier services. The courier services market is expected to show growth while the
postal sector will show a decline due to the continued dematerialisation of accounts. At the same time, operating more efficiently than
before from the new facilities in Attica, the main objective in 2023 is to further upgrade and improve the customer-recipient experience.
Finally, for 2023, a mild growth in revenues and profitability of the company is estimated compared to 2022.
E. Segment of Production of electric power from renewable energy sources
Quest Energy S.A.
Wind and solar farms
The company, after the completion of acquisitions of photovoltaic power stations with a total capacity of 6,2 MW in 2022, further
increased its portfolio power which now amounts to 34,2 MW.
The company's main strategic objective for 2023 is to further increase the installed capacity of its operating stations, through the
acquisition of operating photovoltaic power stations, which meet defined technical and economic criteria.
At the same time, the company, in addition to the evaluation of investments in electricity production plants, with the use of Renewable
sources, also evaluates investment opportunities in sectors, such as:
• The production of energy carriers using renewable sources (e.g.Hydrogen)
• The connections between the mainland and insular Greece
• Electrification
• Energy saving
• The provision of balancing services
• The storage of electricity
• The smart networks that will promote safety, reliability, flexibility and meritocracy of the country's electricity system.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
31
8. Corporate Governance Statement
This Corporate Governance Statement is prepared in accordance with the provisions of article 150 et seq. of Law 4548/2018, as such in
force, articles 1-24 of Law 4706/2020, resolutions no. 1/891/30-9-2020, 2/905/3-3-2021 and 2/917/17-6-2021 passed by the Board of
Directors of the Hellenic Capital Market Commission, circular no. 60/18-9-2020 of the Hellenic Capital Market Commission, the relevant
letters, remarks, recommendations and replies of the Hellenic Capital Market Commission, the Hellenic Corporate Governance Code
(HCGC) 2021, which has been adopted by Quest Holdings SA (hereinafter referred to as the “Company”) according to the resolution of
its Board of Directors passed on 15-7-2021, and the other applicable legislation.
The Board of Directors has carried out the annual review of the Company and Group Companies’ strategy (as results from this annual
financial report), the main business risks (as such are included in this annual financial report, as well as in the risk registers of the
Company and the Group Companies), as well as the internal control systems according to the relevant recommendations and updates
of the Audit Committee.
a. Introduction
As it is known, law 4706/2020 contains, among others, provisions on the corporate governance of societes anonymes with shares or
other securities listed on a regulated market in Greece (articles 1-24 of the law) which (provisions) entered into force on 17-7-2021.
Quest Group has recognized that the modern corporate governance, constitutes a central pillar for its development, and for its
transformation from a family business to an important, professionally managed Business Group.
Therefore, it attaches great importance to compliance with the applicable legislation, to the adoption of HCGC 2021, to the composition
and effective operation of its BoD, to the participation of a large number of independent members in the BoD, to the operation of the
BoD Committees (in addition to those set out by the law and the HCGC) including the Corporate Governance committee, to the
existence of detailed and constantly updated internal operating regulations, to the existence and adoption of modern policies, to
sustainability, to its system of principles and values and, above all, to the creation and continuous development of an excellent working
environment and the development of the employees in the Group.
Quest Group applies principles and best international practices of Corporate Governance, aiming at the effective internal dissemination
of the Corporate Governance system, its adoption by the entire ecosystem of the Company and its subsidiaries, its monitoring and
continuous evaluation and development based on regulatory compliance requirements and international best practices, the
responsible operation of the Group, the safeguarding of the interests of shareholders and stakeholders, transparency, fostering
competitiveness, the long-term viability of its companies and the creation of sustainability for the Group.
The Quest Group Corporate Governance system supports and ensures a modern and effective way of managing the Group and ensures
the interests of all stakeholders, taking into account the size, nature, scope and complexity of their activities. It consists of the following:
▪ The BoD, which shapes at a group level the vision, the mission, the principles, the values, the culture of the Group as well as
the strategy, the goals and the business planning.
▪ The Committees of the BoD, which contribute to the effective coordination, control and monitoring of the various activities
in the Group and operate with a view to their alignment with the broader strategy and objectives of the Group.
▪ The Management Committees at Group level consisting of Company and Group executives.
▪ The organizational Units of the Company that coordinate and supervise key operations of Quest Group and contribute to the
optimization of cooperation, the achievement of synergies and economies of scale, the utilization of common resources and
the monitoring of critical operations at Group level.
▪ The Group Policies and the Uniform and Standard Procedures, which are a key tool for improvement, development and
effective management at Group level.
▪ The other organizational structures, functions, policies and procedures of each Group Company, which allow the operational
autonomy of the Group Companies as well as their simple and flexible organization.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
32
Image 1. Schematic representation of Quest Group Corporate Governance System
b. Corporate Governance Code
The Company complies with the applicable legislation on Corporate Governance (i.e., Law 4706/2020 and the decisions and circulars
of the Board of Directors of the Hellenic Capital Market Commission and other competent Bodies and Authorities), as well as with the
HCGC 2021, which has been adopted by the Company by virtue of the BoD resolution passed on 15-7-2021 and in accordance with
article 17 of Law 4706/2020 which has been posted on the website of the Hellenic Corporate Governance Council, as well as on the
Company's website, as follows:
https://www.esed.org.gr
https://www.quest.gr/el/the-group/corporate-governance
The HCGC is implemented by the Company with the following deviations in the 2022 fiscal year:
i. The applicable Senior Executive Recruitment Process outlines, among other things, the periodic review process for the
succession plan of the Company's Chief Executive Officer and the practices for role profiling and search for executives.
Furthermore, and within the framework of the above Process, a succession plan for the position of the Company's CEO
is currently being prepared, which, in accordance with the above Process, is reviewed annually by the Nominations and
Corporate Governance Committee in cooperation with the CEO and the Chairman of the Board of Directors, and the
relevant resolutions are passed by the Board of Directors of the Company.
ii. The contracts of the executive members of the Board of Directors did not include a provision that the Board of Directors
might demand the return of all or part of the bonus awarded, due to breach of contractual terms or inaccurate financial
statements of previous years or, in general, incorrect financial data used for the calculation of such bonus. However, the
Board of Directors approved at the end of 2021 the System of Variable Remuneration of Senior Executives which
provides for the above, as well as enacts specific conditions, terms, objectives and criteria for awarding variable
remuneration and it was, therefore, deemed necessary and implemented the additional inclusion of the above System
of Variable Remuneration of Senior Executives as an annex to the contracts of the executive members of the Board of
Directors. The relevant amendment to the contracts is about to be approved by the competent corporate bodies of the
Company and its subsidiaries.
iii. The evaluation process of the Board of Directors, the Chairman and the Members of the BoD, the Committees and their
Members for the year 2021 was completed within the first half of 2022 and was conducted by an external evaluator.
Furthermore, the executive members of the BoD (other than the Chairman of the BoD) were evaluated for the
performance of their executive powers using the 360
o
evaluation system for 2022. Moreover, the CEO was evaluated
for the performance of his executive powers in 2022 by the Board of Directors, through the Chairman of the BoD, in
accordance with a relevant delegation of authority given by the BoD.
The individual and collective evaluation of the BoD, the Chairman and the Members of the BoD, its Committees and
their members for the year 2022 is ongoing and will be completed in the first four months of 2023.
A summary of the individual and collective evaluation process of the BoD, the Committees for 2021, and a summary of
any findings and corrective actions is included in this Statement under "iv. Information on the Composition and
Functioning of the BoD, its Committees and other committees or bodies of the Company", subchapter 1 "Board of
Directors", paragraph g "Evaluation of the BoD, Committees and Board Members".
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
33
A relevant summary description of the individual and collective evaluation process of the BoD, the Chairman and the
Members of the BoD, its Committees and their members for 2022, as well as a summary of any findings and corrective
actions will be included in the Corporate Governance Statement for 2023.
iv. The Corporate Governance Statement does not include the Compensation Report for the members of the BoD, due to
the fact that its content is pending, as it is usually subject to approval by the upcoming Ordinary General Meeting. Its
publication is imminent upon completion of its content and its audit by the certified auditors and, in any case, in time
before the Ordinary General Meeting of the Company's Shareholders.
c. Description of the main features of the Company's Internal Control and Risk Management system in
relation to the process of preparation of the financial statements
i. Internal Control System
The Company implements a Corporate Governance System in accordance with applicable law. Part of the Corporate Governance
System, is the Internal Control System. Internal Control System (or "ICS") means all the internal control mechanisms and procedures,
including risk management, internal control and regulatory compliance, that cover on a continuous basis every activity of the Company
and the Group Companies and contribute to its safe and efficient operation (article 2 of law 4706/2020). It consists of:
✓ Control Environment
✓ Risk Management
✓ Control Activities
✓ Information & Communication System
✓ ICS Monitoring Activities
The Company's Board of Directors is responsible for ensuring the adequate and efficient operation of the Company and the Group
Companies’ ICS, ensuring that the functions that make up the ICS are independent of the business sectors they control, and that they
have the appropriate financial and human resources, as well as the powers to operate them effectively.
In particular, the three (3) lines of defense (Internal Audit, Risk Management, Regulatory Compliance) within the framework of the
Group ICS, are structured as follows:
Image 3. The model of the three lines of Quest Group
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
34
A. Internal Control
The mission of the Internal Audit Department (ICD) and its manager is to provide independent, objective assurance services (audits)
and consulting services (in matters such as providing professional opinion on critical issues, etc.), designed to add value to the Company
and the Group Companies and contribute to the upgrade and improvement of business operations.
The goal of the ICD is to assist the Company and the Group Companies to achieve their objectives, applying a systematic and scientific
method for monitoring, evaluating and improving the effectiveness of risk management processes, quality control mechanisms and the
internal control system and the corporate governance. The ICD has in place and implements Rules of Procedure, which are approved
by the BoD upon recommendation of the Audit Committee.
The Company has an independent ICD. The manager of the ICD is appointed by the Board of Directors of the Company, upon
recommendation of the Audit Committee, is a full-time employee with a dedicated job, is personally and operationally independent
and objective in the performance of his duties and has the appropriate knowledge and relevant professional experience.
The ICD manager functionally reports to the Audit Committee and administratively reports to the CEO of the Company, in accordance
with the applicable legislation and the Rules of Procedure of the Company.
As set out by the applicable legislation, the Internal Control Department has the particular responsibility to:
- monitor, control and evaluate the implementation of the Company's Rules of Procedure and the Internal Control System
(especially in terms of: i) the adequacy and correctness of the financial and non-financial information provided, ii) risk
management, iii) the regulatory compliance and iv) the corporate governance code adopted by the Company), the quality
assurance mechanisms, the corporate governance mechanisms and the observance of the commitments contained in the
Company’s bulletins and business plans regarding the use of the funds raised from the regulated market.
- prepare reports to the audited units with findings regarding the above case, the risks arising from them and recommendations
for improvement, if any. The ICD reports, after incorporating the relevant views by the audited units, the agreed actions, if any,
or the acceptance of the risk of non-action by them, the limitations on its scope of control, if any, the final internal control
recommendations and the results of the response of the audited units of the Company to its recommendations, are submitted to
the Audit Committee quarterly.
- submit every three (3) months at least to the Audit Committee reports, which include the most important issues and
recommendations, regarding the tasks of the above cases, which the Audit Committee presents and submits together with
its comments to the BoD.
The Board of Directors and the Audit Committee stipulate that the ICD manager and members have full access to all the activities and
units of the Company and the Group Companies, as well as to all the data and information of the Company and/or connected companies
or subsidiaries and/or third parties provided that this is expressly set out in the relevant contracts with third parties or on the basis of
relevant decisions of the corporate bodies of the connected or subsidiary companies and/or third parties.
The ICD manager has direct access and communication with the members of the Audit Committee without the presence of the
management team of the Company or the Group Companies.
Furthermore, the ICD acts in accordance with the guidelines set by International Standards for the Professional Practice of Internal
Auditing and adopts the program of improvement and quality.
Β. Risk Management
The Company has established and implements a Risk Management System.
Contingencies that may have a negative impact on the achievement of strategy or objectives are identified as risks, classified into
categories (strategic, operational, financial, non-compliance), analysed, and assessed. The appropriate response is decided and actions
are taken to mitigate them as appropriate.
The methodology follows the standards of ISO 31000 and COSO ERM and is followed by all important subsidiaries as detailed in the
Rules of Procedure of the Risk Management Committee, the Rules of Procedure of the Risk Management System and the Risk
Management System.
The Risk Management System is schematically illustrated below:
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
35
Image 4. Quest Group Risk Management Process
The Board of Directors of the Company sets the limits of risk tolerance and risk appetite annually. It reviews significant risks and
approves the Risk Register and Risk Management Plan. The Boards of Directors of significant subsidiaries do likewise.
The Audit Committee evaluates the effectiveness of the Risk Management System and recommends amendments to the Board of
Directors.
The Risk Management System is supervised by the Company's Risk Management Committee.
The Company's Group Risk Officer monitors the progress of the most significant risks, reports to the Company's CEO and submits regular
reports to the Risk Management Committee and the Audit Committee.
The Risk Manager of each Group Company assesses the risk exposure of the respective Group Company and the progress of
implementation of relevant actions. He informs the respective CEO and the Group Company's Group Risk Officer accordingly.
Each Risk Owner assesses the risk and reports to the Risk Manager and the CEO of the Group Company on a regular basis on the risk
situation.
The Group companies regularly review (at least three times a year) the risk register and the risk management plan or exceptionally, as
required.
The causative factors of risks are examined and the appropriate risk management measures are designed, including risk mitigation
measures and related control activities for the continuous monitoring of risks.
Particular emphasis is given to the risks related to the health and safety of employees, the protection of personal data, the processing
and disclosure of the financial statements of the Group companies.
Risk management is supported by a specialised application, which enables the recording of the goals and objectives of each Group
company and the identification, analysis and assessment of each risk. It also captures all risk mitigation actions and their actual effect.
At the same time, the available safeguards are highlighted for each risk.
All Company activities are subject to audits by the Internal Control Department and their results are presented to the Audit Committee
and/or to the Board of Directors of the Company. Moreover, the Audit Committee reviews the management of the Company's main
risks and uncertainties and their periodic review. In this context, it evaluates the methods used by the Company for identifying and
monitoring risks, treating the main ones through the Internal Control System and the Internal Control Department as well as disclosing
them in the published financial information in a correct manner. Recognized reputable international auditing firms conduct audits and
certify the financial statements of the Company and the Group's subsidiaries.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
36
C. Regulatory Compliance
The Company is committed to strictly comply with the applicable legislation and responsible business behavior, in harmonization with
the principles and values of Quest Group, in all aspects of their activities and operation. The Code of Conduct & Ethical Behavior is a
guiding tool for the demonstration of good professional conduct, ethics and integrity. The Code sets out the commitments of the
Company and its subsidiaries and the required behavior regarding the principles and rules that govern each activity of the Company
and its subsidiaries, as well as the relations between the Group companies, their employees and other stakeholders.
To this end, it implements a Regulatory Compliance System that includes four main pillars, as described in the relevant text:
1. Compliance Strategy
2. Compliance Risk Management
3. Compliance Policies and Procedures
4. Forming a Compliance Culture
The Regulatory Compliance System coordinates and supports the Management of the Company and the Group Companies for the
achievement and continuous improvement of the objectives related to compliance, providing specialized knowledge, guidance, support
and monitoring.
The Company and the Group Companies enact adequate mechanisms for the timely recognition and management of incidents of illegal
or unethical actions and in particular ensure the establishment of mechanisms for managing complaints and communication channels.
Furthermore, the Company has a Regulation of Procedure for the Regulatory Compliance Unit / System which includes the definition
of the organizational and operational framework of the Compliance Management System of the Company and the Group Companies
and ensures that the roles of the Regulatory Officers of the Group, especially in the important companies thereof:
▪ are independent of the business sectors they control,
▪ have the appropriate financial and human resources,
▪ have the powers to function effectively in order to carry out their role,
▪ are described by clear, enforceable and duly documented benchmarks and allocation of duties.
The organization of the Regulatory Compliance Unit within the Group is crucial to ensure that the Regulatory Compliance System
consistently achieves its objectives.
The general coordination for the implementation of the regulatory compliance system at Group level is carried out by the Head of the
Group Regulatory Compliance Unit, who reports to the Audit Committee.
Group Companies’ Compliance Officers (of key subsidiaries) coordinate and implement the management of the regulatory compliance
system in key subsidiaries.
The implementation of the Regulatory Compliance System is monitored by the Audit Committee of the Company.
The appointment of the Head of the Group Regulatory Compliance Unit is approved by the BoD of the Company upon recommendation
of the Audit Committee and the Regulatory Compliance Officers of the Group Companies are appointed by the respective BoDs.
The Board of Directors of the Company and each Company of the Group, ensures that:
(a) the Regulatory Officer has sufficient knowledge and experience to carry out his/her responsibilities, and
(b) has full access to all necessary data, systems and information for the fulfilment of his/her responsibilities by taking the necessary
measures.
The above is supervised by the Board of the Company through the Audit Committee.
D. Results of the evaluation process of the Internal Control System (ICS) according to article 14, § 3, section j and § 4 of Law 4706/2020
and the relevant resolutions of the Board of Directors of the Hellenic Capital Market Commission
The Company, by virtue of a resolution passed by its Board of Directors has entrusted KPMG Certified Public Accountants S.A. with the
assessment of the adequacy and effectiveness of the Internal Control System of QUEST Holdings S.A. and its key subsidiaries Info Quest
Technologies S.M.S.A., Uni Systems S.M.S.A., QUEST ENERGY S.M.S.A., ISQuare S.M.S.A., and ACS S.M.S.A., for the period from 17 July
2021 to 31 December 2022, in accordance with the provisions of section j of § 3 and § 4 of article 14 of Law 4706/2020 and resolution
no. 1/891/30.09.2020 passed by the Board of Directors of the Hellenic Capital Market Commission, as in force.
The assurance work was performed in accordance with the audit program included in decision 040/2022 of the Hellenic Accounting
and Auditing Standards Oversight Board and the International Standard on Assurance Engagements 3000 "Assurance Engagements
Other than Audit or Review of Historical Financial Information". Based on the work performed and the relevant report issued on March
31, 2023 by the independent evaluator Mr. Vasilios Kaminaris, Institute of CPA (SOEL) Reg. No. 20411 on the assessment of the
adequacy and effectiveness of the Internal Control System of the Company and its key subsidiaries, we report that no material
weaknesses were identified.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
37
ii. Information security and business continuity
A key factor and a prerequisite for the development of the Company and the Group Companies is the existence of a safe working and
creative environment.
Since the generation, management, transmission and storage of all types of information is an important value and growth factor, it
requires appropriate protection and safeguards. This need becomes particularly urgent in the modern, complex and interconnected
business environment in which the Company and the Group Companies operate, where information is exposed to threats and
vulnerabilities that are constantly increasing in number and variety.
As part of the Group's ongoing commitment to providing the best possible experience for both its employees and customers, the Group
sets high goals for a "safe" environment in the physical and digital world.
To this end, it implements and adopts appropriate organisational and technical protection measures. A key part of the organisational
measures is the implementation of the Group Information Security Policy, which applies to all employees and partners of the Company
and Group Companies.
The Information Security Policy provides the direction for the protection of data managed by the Group companies, providing guidance
in relation to how information is organised and processed. The Policy consists of a set of rules that define how information resources
are managed and protected. These rules define the role, competencies, responsibilities and duties of each party involved.
The Security Policy aims to establish a framework of general guidelines ensuring the confidentiality, integrity and availability of
information generated, circulated, stored and generally processed, whose implementation ensures an acceptable level of Security in
relation to the Group's risk profile. Due to the increasing risks in the internal and external operating environment of the Company and
the Group Companies, a continuous, systematic and methodical risk analysis has been established.
iii. Basic information on the operation of the General Meeting of Shareholders, their basic powers and
description of their rights and how to exercise them
The General Meeting is the supreme decision-making body of the Company, convened by the Board of Directors and can decide on all
important issues of the Company, in accordance with the applicable legislation. Shareholders are entitled to participate either in person
or by legal representative, in accordance with the applicable legislation.
The Annual Ordinary General Meeting is held once a year in accordance with the provisions of the applicable legislation and the Articles
of Association of the Company, in order, among other things, to approve the annual financial statements of the Company and the
Group, to decide on the distribution or not of profits and to approve the overall management of the members of the BoD and release
the Auditors from any responsibility.
The corporate governance system of the Company includes adequate and effective mechanisms of communication with the
shareholders, in order to facilitate the exercise of their rights and the shareholder engagement. In this context, the Company complies
with its obligations to inform the shareholders at the General Meeting on its specific matters, upon their relevant request, in accordance
with the provisions of Law 4548/2018.
The Company discloses all information related to the General Meeting of Shareholders in a way that ensures easy and equal access to
all shareholders. All publications and related documents are posted on the Company's website in Greek and English. The Company
publishes and posts on its website the information set out in the applicable legislation (as by way of indication law 4548/2018),
regarding in particular the preparation of the General Meeting, as well as information on the activities of the General Meetings, in
order to facilitate the effective exercise of shareholders' rights. At least the Chairman of the Board of Directors and the Chief Executive
Officer are present at the General Meeting and are available to provide information on the issues raised by the shareholders for
discussion. Responsible for the above information and communication with the shareholders is the Division of Shareholder Relations
and Compliance with the Principles of the Capital Market (which covers the responsibilities of the Shareholder Services Unit).
The rights of the Company's shareholders are defined in the Articles of Association, which has been posted on the Company's website
((https://www.quest.gr/sites/default/files/2022-
07/%CE%9A%CE%A9%CE%94%CE%99%CE%9A%CE%9F%CE%A0%CE%9F%CE%99%CE%97%CE%9C%CE%95%CE%9D%CE%9F%20%CE
%9A%CE%91%CE%A4%CE%91%CE%A3%CE%A4%CE%91%CE%A4%CE%99%CE%9A%CE%9F%20QH%20%CE%A4%CE%93%CE%A3%201
5062022%20final_0.pdf) and the applicable legislation.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
38
iv. Information on the composition and operation of the Board of Directors, its Committees and other
committees or bodies of the Company
1. Board of Directors (BoD)
The BoD, in accordance with its Rules of Procedure, exercises its duties in accordance with the provisions of the Company's Articles of
Association and the applicable Greek legislation (Law 4548/2018, Law 4706/2020, as well as in accordance with the provisions of Law
4449/2017, the regulatory decisions and documents no. 1302/28.4.2017 and 1508/17.7.2020 of the Hellenic Capital Market
Commission addressed to listed companies).
Furthermore, its Rules of Procedure also indicate areas where the role and responsibilities of the Board of Directors are of particular
importance to the Company.
The Board of Directors, as the supreme management body of the Company, is mainly responsible for:
o defining the vision, the mission, the values and the culture of the Company,
o planning and monitoring the implementation of the Company's strategy and approving and monitoring the Company's
business plan, in order to promote the corporate interest in a sustainable way and to defend the interests of all stakeholders,
o passing resolutions concerning the management of the Company, the management of its assets and the overall achievement
of its scope of works,
o defining and supervising the corporate governance system of articles 1 to 24 of Law 4706/2020, and the periodic monitoring
and evaluation, at least every three (3) fiscal years, of its implementation and effectiveness, taking the appropriate actions
for addressing deficiencies,
o ensuring the adequate and efficient operation of the internal control system, aiming in particular at:
▪ the consistent implementation of the business strategy, with the efficient use of available resources,
▪ identifying and managing the substantial risks associated with its business and operation,
▪ the efficient operation of the internal control unit,
▪ ensuring the completeness and reliability of the data and information required for the accurate and timely
determination of the financial situation of the Company and the preparation of reliable financial statements, as well as
of its non- financial situation, according to article 151 of law 4548/2018,
▪ complying with the regulatory and legal framework and the internal regulations, policies and procedures, governing the
operation of the Company.
o determining the extent of the Company's exposure to risks, which it intends to undertake in the context of achieving its
purpose and in particular its long-term goals and business strategy,
o ensuring that the annual financial statements of the Company, the annual management report and the corporate governance
statement, their consolidated form, as well as the compensation report of the members of the Board of Directors, are
prepared and published in accordance with the provisions of the law and the relevant accounting standards,
o the recommendation to the General Meeting (GM) for the appointment of the certified public accountant or auditing
company,
o defining the sustainability policy and the ESG strategy,
o the appointment of the Committees that will support its work and the approval of their Rules of Procedure,
o the supervision of the implementation of its decisions by the executive management and the overall monitoring and control
of the performance of the Company and the executives,
o the definition of the responsibilities of the Chief Executive Officer and the Deputy Chief Executive Officer, and of the managing
directors when appointed,
o the determination of the appropriate structures, reporting lines and responsibilities for the achievement of the Company's
objectives,
o ensuring the smooth succession of its members and senior executives of the Company,
o its effective operation, its regular evaluation, as well as of its Committees and members, and their continuous improvement,
o the composition and operation of the BoD and its Committees in accordance with the applicable legislation, as well as for the
compliance with every obligation that arises out of the applicable legislation and the corporate documents and policies and
procedures that govern it, and
o the other responsibilities as they are set out according to the Company's Articles of Association, its Internal Rules of Operation
and the applicable legislation.
In addition to the above, based on collective responsibilities, the Board of Directors may delegate part or all of the management and
representation powers of the Company, except those that require collective action, to one or more persons, members of the Board,
employees of the Company or third parties determining at the same time the extent of this delegation.
The size and composition of the Board of Directors allow the effective exercise of its responsibilities and reflect the size, activities and
strategic development plan of the Company. The Board of Directors consists of a minimum of seven (7) to a maximum of thirteen (13)
members, who may be executive, non-executive or independent non-executive members.
The selection, replacement or renewal (or not) of the term of office of the members of the Board of Directors is carried out according
to the Suitability Policy for Members of the Board of Directors approved by the General Meeting with the aim to appoint members at
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
39
the Board of Directors who are adequate and of high level in order to ensure the effective fulfilment of its duties pursuant to the
business model and the Company strategy.
The independent non-executive members are elected by the General Meeting or appointed by the BoD in accordance with § 4 of article
9 of Law 4706/2020, and as a rule constitute at least 50% of the members of the Board. In exceptional cases and if the Company invokes
a special reason that is substantiated this number may be lower, but in no case less than one third (1/3) of the total number of members
of the Board and in each case not less than two (2) members.
The independent non-executive members of the Board of Directors meet the criteria of independence as provided for in Article 9 of
Law 4706/2020 and are developed in detail in the Internal Rules of Procedure of the Company and in the Procedure for notifying any
dependent relationships with independent non-executive members of the Company’s BoD. The fulfilment of the conditions for the
designation of a member of the BoD as an independent member is reviewed by the BoD at least annually per fiscal year and in any case
prior to the publication of the annual financial report, which includes a relevant finding.
The BoD defines the status of its members as executive or non-executive, and further, posts and keeps up to date the information and
documents regarding the election of its candidate members (executive, non-executive and independent non-executive), in accordance
with article 18 § 1 and article 4 § 4 of law 4706/2020, coordinated by the Corporate Secretary.
Upon its constitution into a body, the Board of Directors elects, by absolute majority among its members, the following:
1. the Chairperson of the Board,
2. the Vice- Chairperson or more Vice- Chairpersons (who will replace the Chairperson in all his/her capacities in case of absence
or impediment);
3. the Chief Executive Officer,
4. the Deputy Chief Executive Officer or the Managing Directors, if any;
5. the other members.
The Board sets up Committees that support its work and make recommendations to it for its decision-making. The following
Committees currently operate within the Board of Directors, whose role and responsibilities are broken down in the respective Rules
of Operation applied by the Company in each of them:
1. Audit Committee,
2. Nominations and Corporate Governance Committee (hereinafter referred to as "NCGC"),
3. Compensation Committee,
4. Sustainability Committee,
5. Strategic Planning Executive Committee.
The BoD with its relevant decisions may establish other Committees.
Finally, the BoD, applying best corporate governance practices, at its discretion, exclusively appoints independent non-executive
members as members of the Audit Committee and the Compensation Committee.
The term of office of the members of the BoD is three years (3 years), which is automatically extended until the first ordinary General
Meeting after the end of their term, which however cannot exceed four years.
Board members may be re-elected and are freely revocable. Subject to the above, the term of office of the Board of Directors may be
extended until the expiration of the deadline, within which the next ordinary General Meeting of the Company's shareholders must
convene.
The BoD convenes whenever the law, the Articles of Association, or the needs of the Company so require. In any case, the Board of
Directors must meet with the necessary frequency in order to perform its duties efficiently and productively.
At the beginning of each calendar year, the BoD adopts by decision of the Chairperson and under the guidance of the Corporate
Secretary a calendar of meetings and an annual action plan, which may be revised according to changes in the institutional framework
and the needs of the Company, in order to ensure the full and timely fulfilment of its duties, and to adequately examine all items on
which it passes resolutions.
The Chairperson of the Board, the Presidents of the Committees and the Independent Vice- Chairperson are responsible for calling
executive sessions of the members of the Board. These sessions are attended by members of the Board of Directors, Company and
Group executives, third parties (e.g., the certified auditor of the Company) and external consultants. During the executive sessions it is
not necessary to keep detailed minutes but in each case the participants, the items discussed and any subsequent actions agreed are
recorded.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
40
The Independent Vice Chairperson calls, at least two (2) meetings per year, with the presence of only the non-executive members of
the Board, in order to discuss:
➢ The monitoring of the Company's strategy and its implementation, as well as the achievement of its goals.
➢ Any issues related to the performance of the executive members of the Board of Directors, including the monitoring and
control of their performance.
➢ Any issues related to the corporate governance of the Company.
At the same time, the Independent Vice Chairperson calls, at least one (1) meeting per year, with the presence of only the non-executive
members of the Board, in order to prepare, if possible, jointly their report to the Ordinary General Meeting of the Company, as well as
other reports, if required.
a. Suitability Policy for the Members of the Company Board of Directors
This Suitability Policy for the Members of the Board of Directors (hereinafter referred to as the “Policy”) is prepared in accordance with
article 3 of Law 4706/2020 and Circular 60/2020 of the Hellenic Capital Market Commission, the Company’s Internal Rules of Procedure,
the HCGC and has been approved by virtue of resolution passed on 18.6.2021 by the Ordinary General Meeting of the Company and
has been posted on the Company’s website (https://www.quest.gr/el/the-group/board-of-directors ).
The Policy is fully harmonized with the applicable Greek Legislation. Furthermore, during its preparation, the size, internal organization,
risk appetite, nature and complexity of the Company's activities have been taken into account.
More specifically, the Policy complies with the provisions of Law 4706/2020 and the regulatory decisions and circulars issued by virtue
of said law, is in accordance with the provisions of the Company's Internal Rules of Procedure, and follows, in its entirety, the Greek
Code of Corporate Governance of the Hellenic Corporate Governance Council (HCGC), which has been adopted by the Company. It also
incorporates good practices that are followed internationally by companies of similar characteristics to those of the Company.
The purpose of the Policy is to define all principles concerning the selection, replacement or renewal (or not) of the term of office of
the members of the Board of Directors, as well as the criteria for evaluating the individual and collective suitability of the members of
the Board of Directors.
At the same time, the Policy reflects the commitment and goals of the Company regarding the appropriate and quality staffing of the
Board, which forms part of the implementation of the overall strategy as well as the medium and long-term business goals of the
Company, having in mind the corporate interest, the defence of the interests of all stakeholders, transparency, competitiveness,
efficiency and the implementation of best practices in corporate governance.
The Policy applies to both existing and prospective new members of the BoD of the Company. Furthermore, elements of this Policy
may be applied mutatis mutandis to the members of the BoD of all Quest subsidiaries.
It also applies to third parties to whom the power to represent the Company for the evaluation of the eligibility restrictions set out in
§ 5 of article 3 of Law 4706/2020 (non-existence of liability for loss-making transactions with affiliated companies) is delegated.
The Board of Directors, upon recommendation of the Nominations and Corporate Governance Committee (NCGC), is responsible for
selecting, replacing or renewing the term of the members of the Board of Directors and for initiating, guiding and coordinating the
process for nominating the appropriate candidates to the Board of Directors, without prejudice to the of shareholders' rights.
The NCGC has an advisory nature to the Board, identifying candidates who, in its opinion, meet the relevant diversity criteria
(representation per gender, international experience, term of office, age group, specialization). The propositions of the NCGC are
submitted to the Board of Directors, which recommends, according to these proposals, to the General Meeting of Shareholders, the
members of the Board of Directors proposed to be elected in accordance with article 78 of Law 4548/2018.
The selection, renewal of the term of office and replacement of a member of the Board of Directors shall take into account the
assessment of the individual and collective suitability of the existing Board of Directors, as well as any changes necessary to adapt the
composition of the Board to the culture, values and general strategy of the company. The criteria of individual and collective suitability
are detailed in the Policy, as is the relevant evaluation process.
The main goal of the Company is to ensure that the Board collectively has the necessary skills, related to its business activity and the
basic risks associated with it. For this purpose, an adequacy table is compiled, updated and monitored on an annual basis by the NCGC,
which includes the, from time to time, collective qualifications of the Board, as shown hereinbelow:
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
41
Table 1. Table of Suitability of Members of the BoD
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
42
Suitability Assessment
The suitability assessment of the BoD forms part of the overall supervision of corporate governance by the BoD. The principles and
criteria regarding the collective and individual suitability (especially the matters regarding moral standing, independence of will, etc.)
are subject to continuous supervision by the Chairman of the Board and the NCGC, and object of evaluation during the relevant periodic
evaluation process of the BoD to which reference is made hereinbelow. The continuous supervision of the Board and the results of the
evaluation can provide information for assessing the suitability of the Board.
Information of the Members of the BoD
The Chairman of the Board, assisted by the Company Secretary, takes care of the introductory briefing of the new members according
to the relevant Training Policy for the Members of the Board of Directors. In particular, he ensures that each new member is informed,
prior to undertaking his/her duties, about the vision, principles and values, the culture, business activities, business model, strategy,
corporate governance system, operating regulations for the Board of Directors and its committees in which s/he shall participate, and
about whatever else is deemed necessary, on a case-by-case basis, in order for the new members to acquire, as soon as possible, the
level of knowledge, perception and familiarity with the Company required in order for them to perform their duties effectively.
Succession Plan
The Board of Directors ensures the appropriate succession plan for the smooth continuation of the management of the Company's
affairs and the decision-making after resignations or replacements of members of the Board of Directors, especially executive members,
as well as members of its committees. In particular, NCGC in collaboration with the Chairman of the Board and with the support of the
relevant senior executives, as well as external consultants, where necessary, designs and plans the smooth succession and continuity
of the Company's management (i.e., Board members including Chairperson, Vice Chairperson(s), CEO, Deputy CEO, members of the
Board of Directors who are members of the BoD committees), in the context of the wider diligence for the smooth and effective
succession and development of the top executive management of the Company and (NCGC), makes relevant recommendations to the
BoD. This planning takes into account the findings of the Board of Directors' evaluation, in order to achieve the required changes in
composition or skills and to maximize the effectiveness and collective suitability of the BoD and the time constraints for the
appointment of Board members as independent members according to article 9 of Law 4706/2020.
b. Human Rights and Diversity Policy
Furthermore, the Company has a Human Rights and Diversity Policy, which has been posted on the Group companies’ intranet and is
currently being updated in order to establish two separate Policies: a) Human Rights and Diversity and b) Equality and Inclusion, in line
with international best practices. In accordance with this Policy, the Group companies seek equal opportunities and integration of all
employees through the employment policies and practices applied. To this end, the main goal is to create an environment of
acceptance, where everyone will feel the respect and appreciation of others without being influenced by any personality and
perceptions diversity.
This behaviour extends to all stakeholders of the Group companies, such as suppliers, customers and partners.
Employees participate in the activities and development of the companies based on their will to participate, their experience and their
skills, without their participation being hindered by any diversity. The importance of diversity in the workplace is recognized and
applauded, in order to reflect the existing diversity of employees.
Meritocracy in the selection, training and development of employees is supported.
The companies make sure that there are no restrictions on the execution of the work or on the access to the work due to diversity.
The evaluation of the employees and the executives of the companies of all management levels, including the members of the Boards
of Directors of the companies, is based on the knowledge, skills, experience, ethics, cooperation and the practical acceptance and
application of the Group’s Principles and Values and is not affected in any way by any diversity between employee and executive.
The Company recognizes the benefits of the diversity of the members of the Board of Directors, the executives and in general of the
employees of both itself and its subsidiaries and considers that through said diversity it will maintain and enhance its competitiveness.
In particular, the Company seeks that its non-executive members of the Board of Directors have significant knowledge and experience
both from professional sectors related to those in which the Group companies operate, and from other sectors such as commercial,
financial, business, technology, consulting, auditing, business administration and human resource development and others. It is
desirable to have a balanced participation of members from all the above industries. Adequacy of knowledge and skills, moral and
reputation requirements, the absence of conflict of interest, the independence of judgment, the dedication of sufficient time, the lack
of fault in loss-making transactions are some of the requirements in the selection of candidate board members. Nevertheless, age
diversity is also pursued, as far as possible, which conveys experiences of different time periods and trends. The selection of the
members of the Board of Directors is made after a relevant recommendation by the NCGC, with objective criteria, by way of indication
knowledge and business experience, skills and leadership skills, character, integrity, ethos, adoption of the Group Principles and Values
and the breadth of views, without being influenced by gender, nationality, age, political beliefs or any other illegitimate criteria. In the
current composition of the Board of Directors genders are sufficiently represented by at least 25%. The Nominations and Corporate
Governance Committee plays an important role in creating a succession plan for the members of the Board of Directors, which will take
into account the diversity in gender, knowledge, skills, culture and experience of the candidates, in order to create a dynamic team,
which in addition to diversity will combine effective collaboration of members.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
43
Please find hereinbelow tables presenting the representation of each gender at Board of Directors and Company Executives level in
2022, as well as at human resources level in the Group as a whole in the years 2020, 2021 and 2022:
Quest Holdings BoD (as at 31/12/2022)
Number
%
Men
8
66.67%
Women
4
33.33%
Total
12
100%
Table 1. Table of Company BoD
Quest Holdings Executives* (as at 31/12/2022)
Number
%
Men
9
53%
Women
8
47%
Total
17
100%
*Executives include levels Manager and above.
Table 2. Table of Company Executives
Quest Group Human
Recourses (as at
31/12/2019)
Quest Group Human
Recourses (as at
31/12/2020)
Quest Group Human
Recourses (as at
31/12/2021)
Quest Group Human
Recourses (as at
31/12/2022)*
Gender
Number
%
Number
%
Number
%
Number
%
Men
1.352
71%
1.685
75%
1.697
73%
1.848
71%
Women
553
29%
571
25%
632
27%
751
29%
Total
1.905
100%
2.256
100%
2.329
100%
2.599
100%
* The total number of employees as at 31/12/2022 includes 33 employees on loan (temporary work agencies) and 304 employees who issue fee invoices
(Freelancers & Subcontractors mainly) working for Uni Systems abroad).
Table 3. Table of Group’s Human Resources
c. Composition of BoD and Committees
The Board of Directors has been elected by decision of the Ordinary General Meeting dated 15.6.2022, upon recommendation of the
Board of Directors and taking into account the recommendation of the Nominations and Corporate Governance Committee of the
Company, with a three-year term of office and in any case until the Ordinary General Meeting of the year 2025. It comprises of the
following members, taking into account the provisions of Law 4548/2018, Law 4706/2020, Circular 60/2020 of the Hellenic Capital
Market Commission, the Company's Articles of Association, the Company's Internal Rules of Procedure, the HCGC 2021 and the
Suitability Policy for the members of the Board of Directors of the Company:
1. Theodoros Fessas, son of Dimitrios
2. Eftychia Koutsoureli, daughter of Sophocles
3. Apostolos Georgantzis, son of Miltiadis
4. Markos Bitsakos, son of Grigorios
5. Emil Yiannopoulos son of Polykarpos
6. Maria Damanaki, daughter of Theodoros
7. Ioanna Dretta, daughter of Grigorios
8. Nikolaos Karamouzis son of Vassilios
9. Panagiotis Kyriakopoulos son of Othon
10. Nikolaos Socrates Lambroukos, son of Dimitrios
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
44
11. Philippa Michali daughter of Christos
12. Ioannis Paniaras, son of Ilias
Moreover, the independent non-executive members, who meet the criteria of independence according to article 9 of law 4706/2020,
were elected from the above members, upon recommendation of the Board of Directors and taking into account the recommendation
of the Nominations and Corporate Governance Committee of the Company as follows:
1. Emil Yiannopoulos - Independent Non-Executive Member
2. Maria Damanaki - Independent Non-Executive Member
3. Ioanna Dretta - Independent Non-Executive Member
4. Nikolaos Karamouzis - Independent Non-Executive Member
5. Panagiotis Kyriakopoulos - Independent Non-Executive Member
6. Philippa Michali - Independent Non-Executive Member
7. Ioannis Paniaras - Independent Non-Executive Member.
The 12-member Board of Directors, elected by the Ordinary General Meeting of June 15, 2022 with a term of office until the Ordinary
General Meeting of 2025, following a proposal by Mr. Theodoros Fessas and a decision of the Board of Directors, was constituted as a
body as follows:
1. Theodoros Fessas - Chairman of the Board - Executive Member.
2. Eftychia Koutsoureli - Vice Chairwoman of the Board - Non-Executive Member.
3. Nikolaos Karamouzis - Vice Chairman of the Board - Independent Non-Executive Member
4. Apostolos Georgantzis - Chief Executive Officer - Executive Member
5. Markos Bitsakos - Deputy Chief Executive Officer - Executive Member
6. Nikolaos Socrates Lambroukos - Executive Member, Managing Director on Strategy and Corporate Development, as well as
Corporate Governance
7. Emil Yiannopoulos - Independent - Non-Executive Member
8. Maria Damanaki - Independent - Non-Executive Member
9. Ioanna Dretta - Independent Non-Executive Member
10. Panagiotis Kyriakopoulos - Independent - Non-Executive Member
11. Philippa Michali - Independent - Non-Executive Member
12. Ioannis Paniaras - Independent Non-Executive Member
The same Ordinary General Meeting held on 15-06-2022 decided, in accordance with the provisions of article 44 of Law 4449/2017 and
circulars no. 1302/28.4.2017 and 1508/17-7-2020 of the Hellenic Capital Market Commission, as follows:
a) the Audit Committee will be a Committee of the BoD, consisting exclusively of Members of the BoD,
b) the Audit Committee will consist of three (3) Independent Non-Executive Members,
c) The term of office of the members of the Committee to be appointed by the BoD in accordance with § 1c of article 44 of Law
4449/2017, as such is in force, will follow their term of office as members of the Board of Directors, i.e., it will be for three years
commencing on the election of the Board of Directors and will be automatically extended until the Ordinary General Meeting to be
convened after the end of its term, i.e., until the Ordinary General Meeting of 2025.
The members of the Committee were appointed according to resolution passed by the Board of Directors on 15-06-2022 in accordance
with article 44, § 1c, of law 4449/2017, as such is in force, in combination with circulars no. 1302/28-4-2017 and 1508/17-7-2020 of
the Hellenic Capital Market Commission. The members of the Audit Committee, proposed by the Nominations and Corporate
Governance Committee on 11-5-2022 from the members of the Board of Directors, who have sufficient knowledge in the field in which
the Company operates and meet the criteria of article 44, of law 4449/2017, as such is in force, as follows:
1. Emil Yiannopoulos, Independent Non-Executive Member
2. Panagiotis Kyriakopoulos, Independent Non-Executive Member
3. Philippa Michali, Independent Non-Executive Member
Following the appointment of the members of the Audit Committee by the Board of Directors, the Committee was constituted into a
body and appointed its Chairman and Members, as follows:
1. Emil Yiannopoulos, Independent Non-Executive Member
2. Panagiotis Kyriakopoulos, Independent Non-Executive Member
3. Philippa Michali, Independent Non-Executive Member
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
45
According to its resolution dated 15-6-2022, the Board of Directors elected among its members, pursuant to the provisions of Law
4706/2020, the HCGC, the Rules of Procedure of the Board of Directors and the Articles of Association of the Company, the members
that constitute the following Committees:
(a) Strategic Planning Executive Committee
Theodoros Fessas, Chairman
Apostolos Georgantzis, Member
Markos Bitsakos, Member
Nikolaos Socrates Lambroukos, Member
(b) Nominations & Corporate Governance Committee
Maria Damanaki, Chairwoman
Nikolaos Karamouzis, Member,
Ioannis Paniaras, Member
(c) Remuneration Committee
Panagiotis Kyriakopoulos, Chairman
Nikolaos Karamouzis, Member
Philippa Michali, Member
(d) Sustainability Committee
Ioannis Paniaras, Chairman
Maria Damanaki, Member
Ioanna Dretta, Member.
d. CVs of the Members of the Company Board of Directors and Executives
The brief CVs of the above Members of the BoD are posted on the Company's website: https://www.quest.gr/el/the-group/board-of-
directors and hereinbelow:
Theodoros Fessas, Chairman
Mr Fessas is the founder and main shareholder of the company Quest Holdings. 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 (Info-Quest
Technologies, iSquare, iStorm, Uni Systems, FoQus), electronic trade (www.you.gr), courier services (ACS Courier Services),
management of electronic transactions (Cardlink), courier services (ACS Courier Services), renewable energy sources (Quest Energy),
and air conditioning products and services (Clima Quest).
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) and member of the Board of the Foundation
for Economic and Industrial Research (IOBE).
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.
Eftychia Koutsoureli, Vice-Chairwoman – Eexecutive Member of the BoD
Mrs. Effie Koutsoureli is a graduate of the Deree College with studies in Business Administration and Economics. She developed her
own business in the field of trade and was a Founding Member of Info Quest SA as well as a shareholder until 1984 when the SA was
established. She has worked in various administrative areas of the company, contributing to the development and transformation of
the company to a Group of Companies with activities in the fields of Information and Digital Technology, Postal Services and Renewable
Energy Sources. For many years she managed the sector of Marketing and Communications in Information and Communications, while
today she holds the position of Head of Corporate Affairs and Communications of the Group’s companies. In 2013 she was appointed
President of the CSR Committee of the Board for the introduction of CSR and Sustainability Strategies in the companies of the Group.
Since 2015 she is Vice Chairwoman of Quest Holdings and member of the Board of the Group's companies, while in 2007-2010 she
served as member of the Board of Directors of the Federation of Hellenic Information Technology and Communications Enterprises
(SEPE). She also serves as Board member in various Organizations and Charities.
Nikolaos Karamouzis, Vice-Chairman, Independent non-Executive member of the BoD
Mr. Nikolaos Karamouzis is President of Grant Thornton, Greece, member of the Management Board of Eurobank Ergasias S.A., and
sits on the Boards of Directors of both Eurobank Cyprus, and Eurobank Private Bank Luxembourg. He is the Chairman of the Hellenic
Advisory Board, South East European Studies at Oxford (SEESOX), St Antony’s College, Oxford University, member of the Advisory Board
of diANEOsis, Vice-Chairman of the Steering Committee of the Organization for the Promotion of Alternative Dispute Resolution
Methods (OPEMED), Member of the Board of Directors of the Onassis Foundation, Member of the Board of Directors of the Foundation
for Economic and Industrial Research (IOBE), and Member of the Advisory Board of the Holy Archdiocese of Athens’ Apostoli (“Mission”)
Charity Organization. Up until March 2019, he chaired the Boards of Directors of both Eurobank Ergasias, and the Union of Greek Banks.
At Eurobank Ergasias Bank, he also served as President of the Strategic Planning Committee, and was a member of the Risk
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
46
Management and Nomination Committees of the Bank’s Legal Council. Dr. Karamouzis was CEO of Geniki Bank, and sat on the Strategic
Planning Committee of the Piraeus Bank Group as a Management Consultant. He also served as Deputy CEO of Eurobank, headed
Wholesale Banking for 14 years, and was Deputy Governor of the National Bank of Greece, Chairman of the National Investment Bank
for Industrial Development (ETEVA), Deputy Director of the Hellenic Industrial Development Bank (ETVA), Director of the National Bank
of Greece Foreign Exchange Division, Advisor to the Federal Reserve Bank of Cleveland in the United States, and Vice Chairman of the
Board of Directors of the Hellenic Federation of Enterprises (SEV).
He is an Emeritus Professor at the University of Piraeus. He holds a bachelor’s degree in Economics from the University of Piraeus, a
master’s degree in Economics from the American University, USA, and a Ph.D. in Monetary Policy and International Finance from the
Pennsylvania State University, USA.
Apostolos Georgantzis, Chief Executive Officer – Executive Member
Mr. Georgantzis holds the position of CEO of Quest Holdings from the end of 2015 while he holds the position of CEO of ACS S.A. since
the end of 2003. He has studied Mechanical Engineering at Imperial College of Science Technology and Medicine (Great Britain) where
he completed his postgraduate studies and holds a BEng and MSc. He has worked as an executive, freelancer and entrepreneur in
various positions in the fields of construction, investment and IT. Mr. A Georgantzis was born in Piraeus in 1968, speaks English and
French and is married with two children.
Markos Bitsakos, Deputy Chief Executive Officer – Executive Member of the BoD
Mr. Bitsakos was born in 1959. He studied Economics at the University of Piraeus, is a graduate of the annual MBA course of HMA and
holds the annual Magazine Management Certificate of the International Federation of Periodical Publishers (FIPP). He has experience
in various professional sectors (services, trade, industry, media) and has previously served the Directorates of Finance, Administration
as C.E.O. and C.F.O. From 2003 until the beginning of 2007, he held the position of Chief Financial and Administrative Officer in Quest
Holdings Group and from 2007 to February 2010 he held the position of Chairman and CEO of DAFNI COMMUNICATIONS and NIKI
EDITORIAL. Since February 2020 he holds the position of Deputy CEO of Quest Holdings S.A. and Chief Financial Officer of the Company
and the Group.
Nikolaos Socrates Lambroukos, Managing Director
Mr. Lamproukos holds a degree in Mechanical Engineering (National Technical University of Athens), an MBA (Manchester Business
School), and a PhD and Post Doc (London Business School). He is a founding member and Chairman of the Board of Directors of BPM
S.A., a business consulting firm. He has served as Managing Director of INTRACOM Holdings Group, CEO of INTRACOM IT Services
Group, Chairman of the Board of Directors of ALTEC TELECOMS S.A., INTRACOM Jordan, INTRACOM IT Services Denmark, etc., Chairman
of the Audit Committee of MOTODYNAMIKI S.A., as well as executive member of the BoD of many companies. He is a member of the
General Council of the Hellenic Federation of Enterprises (SEV), Trustee at the Board of Trustees of the Hellenic American University,
and a member of the BoD of the Foundation for Economic & Industrial Research (IOBE) He has also worked as professor extraordinarius
at the Athens University of Economics and Business, Research Fellow at the London Business School, and has published scientific papers
in international scientific journals.
Emil Yiannopoulos, Independent non-Executive member of the BoD
Mr. Emil Yiannopoulos is Member of the Chartered Institute of Internal Auditors of England and Wales FCA, ICAEW since 1980. He was
born in London and studied in England (graduate of Southgate College, London, with a degree in Business Strategy and Economics).
Member of the supervisory board of the Institute of the Chartered Institute of Internal Auditors of England and Wales (ICAEW) from
2017 to 2019 representing the members of Europe and Eurasia.
He has been an Executive of PwC London for 13 years, PwC of Greece (Athens) for 26 years, and PwC of USA and Bermuda.
He has been a partner of PwC Greece since 1994 and Executive Committee member for 15 years. He has held senior leadership positions
such as Audit and Assurance practice leader in PwC of Greece (Athens). Founded in 1994 and led PwC’s Deals and Transaction Advisory
Services business until 2009. Founded in 2008 and led PwC Greece’s NPL advisory team. Advisor to Greek banks and foreign buyers of
relevant loan portfolios.
Independent non-executive Member of the BoD of Quest holdings and President of the Audit Committee since June 2021. Non-
executive Member of the BoD of PQH (Single Special Liquidator for all 17 credit and financial institutions under special liquidation in
Greece) since 2016. Fresh-Life UG - Chairman of the Advisory Board since 2020, a company with an infant nutrition business in the
markets of Germany and the United Kingdom. Former Honorary treasurer, Non-executive, on Board of Governors of St Catherine’s
School and Campion School.
Maria Damanaki, Independent non-Executive member of the BoD
Maria Damanaki serves as a Principal Advisor to SYSTEMIQ (London), the Paradise Foundation (China), and Rockefeller Brothers
Foundation (USA). She sits on the Boards of Prince Albert II of Monaco Foundation, Oceanographic Institute (Monaco), Friends of Ocean
Action (World Economic Forum), European Marine Regions Forum (Berlin), Marine Stewardship Council (MSC) (London), Global Fishing
Watch, LAMPSA Hellenic Hotels SA and Quest Holdings.
She served for five years as the Global Managing Director for Oceans at The Nature Conservancy USA. She also served as the European
Union Commissioner for Maritime Affairs and Fisheries. Under her leadership, the Commission brought fish populations back to
healthier levels—from as few as five sustainable stocks in 2010 to up more than 30 today. She also served as a Greek politician for
many years. She was the first woman leader of a Greek political party. Author of four books on Gender and Human Rights
issues, Education and European Policy.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
47
Ioanna Dretta, Independent non-Executive member of the BoD
Ms. Ioanna Dretta holds a degree in Civil Engineering from NTUA, a MSc from Imperial College London, and a Master in Public
Administration from Harvard Kennedy School. She is the CEO of Marketing Greece, a company of the Greek Tourism Confederation
(SETE) aiming to promote Greece internationally. In her 20-year career, she has held senior positions in the private and public sector in
different areas of economic activity, and has a proven track record in creating impact in complex environment. Since 2011, she has
been serving Greek tourism and promoting Greece internationally. She was the Head of Office of the Minister of Tourism from 2012 to
2015 and thereafter she held the position of Advisor to the President of the Greek Tourism Confederation (SETE). In 2017 she was
appointed CEO of Marketing Greece. Marketing Greece is the main organization that promotes Greece as a tourist destination and
carries out the promotion campaigns of Greece internationally having won many distinctions and awards. Ms. I. Dretta has sat on the
Board of Directors of ELLAKTOR as an independent member since 2021.
Panagiotis Kyriakopoulos Independent non-Executive member of the BoD
Mr. Panos Kyriakopoulos has been Chairman and CEO of STAR INVESTMENTS, since July 2002, one of the leading Mass Media and
Technology Groups in Greece, controlling a TV station, Radio Stations, the production company Green Pixel S.A., the Greek Yellow
Pages and Digea SA [digital broadcasting]. In parallel Mr. Kyriakopoulos is a member of the BoD of Euroseas Ltd and Eurodry Ltd (Ship
owning company listed in NASDAQ), President of the Association of the Private National Broadcasting Television Companies and a
member of the Board of Directors of the Hellenic Federation of Enterprises [SEV]. He has been in the past a member of the BoD in
various companies such as GEK-TERNA and AGET HERACLES. From July 1997 to July 2002, he was the C.E.O of the Hellenic Post Group
and up to 2006 a member of the BoD. From August 1996 to July 1997 Mr. Panos Kyriakopoulos was an advisor to the technical company
ATEMKE S.A. From July 1986 up to July 1996 he was the Managing Director of Globe Group of Companies, a group active in the areas
of ship owning and management, textiles, food and distribution. He has served the Greek Army from October 1984 to June 1986. Mr.
Kyriakopoulos has a B.Sc. degree in Marine Engineering from University of Newcastle upon Tyne, England. He has a M.Sc. degree in
Naval Architecture and Marine Engineering from the Massachusetts Institute of Technology (MIT), USA and a Master’s degree in
Business Administration (MBA) from Imperial College, London. He is 60 years old, married with two children. He speaks English and
French. Mr. Panos Kyriakopoulos has been decorated by the Hellenic Republic with the Star and the Cross First Class of Merit and Honor
and has been awarded a merit by the Ministers of Transport and Communications and National Economy for his service to the Hellenic
Post Group. He has also been awarded by the President of the Hellenic Republic the rank of a Brigadier General (hon) of the Hellenic
Army.
Philippa Michali, Independent non-Executive member of the BoD
Ms. Philippa Michali was the Chief Executive Officer of Allianz Hellas covering both Greece & Cyprus until 31/12/2022. From 1 April
2023 she is the Chairwoman and CEO of NN Hellas. She is a member of the Board of Directors of ALBA Executive Development & Applied
Research in Business Administration. She has been a member of the Executive Committee of the Hellenic Association of Insurance
Companies and Chairwoman of the Human Resources Committee and the Public Relations Committee. She has also been a board
member of the Greek-German Chamber of Industry and Commerce and a member of the General Council of the Hellenic Federation of
Enterprises. During her 25-year career at Allianz and before assuming the role of CEO, she was Head of Market Management &
Communications (since 2011) and member of the Management Board of Allianz Greece (since 2013). Prior to her move to the insurance
sector at Allianz in 2009, assuming the position of Deputy Head of Market Management and Head of Innovation, Philippa worked as a
fund manager in Allianz Mutual Funds Mgmt Co. for 10 years. 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 has twin
boys.
Ioannis Paniaras, Independent non-Executive member of the BoD
Ioannis Paniaras holds a BSc and an MSc in Civil Engineering from Imperial College and an MBA in Business Administration from INSEAD.
Ioannis Paniaras is currently Executive Director, Europe and Sustainability and Executive Board Member of Titan Cement International
S.A. (Belgium), as well as Executive Board Member and Executive Director of Titan S.A. (Greece), responsible for Group activities in
Greece, Albania, Bulgaria, Kosovo, North Macedonia and Serbia. He started his career at the London-based engineering consultancy
KNIGHT PIESOLD. From 1998 to 2015 he held management positions in the S&B Industrial Minerals Group and - after its acquisition -
in IMERYS, based in Greece and Germany, concluding his tenure there as Vice President of the former S&B's Business Division and CEO
of S&B Industrial Minerals S.A. In January 2016, he took over as Executive Director, Greece & Group Corporate Affairs of the TITAN
Group, where he currently serves as Group Executive Director, Europe and Sustainable Development. He has sat at several Board of
Directors. Ioannis Paniaras has built up extensive experience in Sustainable Development issues in Greece and internationally. In the
TITAN Group, as Executive Director, he has overall oversight for sustainable development issues. He has also served as Chairman of the
SEV Business Council for Sustainable Development from 2016 to 2021. This Council aims to promote the principles of sustainable
development in business and to represent business in the public dialogue on sustainable development.
The brief CVs of the Company's executives are as follows:
Eleni Aggloupa, DPO, Director, Group Personal Data Protection Division
Elena Aggloupa was born in Athens in 1978 and is a lawyer at the Supreme Court. She is a graduate of the Law School of the Aristotle
University of Thessaloniki, and holds a postgraduate degree from the National Kapodistrian University of Athens in Commercial Law.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
48
She is a Lawyer with experience in the fields of personal data and digital technologies and is a certified (ISO/ IEC 17024) data protection
officer by Tuv Austria Hellas. From 2008 to 2018 she held the position of Legal Advisor in Quest Group companies. She has long
experience in the private sector and also as a freelance lawyer. She is a member of the Athens Bar Association. She speaks Greek,
English, Italian. Mrs. Aggloupa has served as Quest Group DPO since 2018.
Konstantinos Vogiatzoglou, Director, Group Information Security Division
During the last 8 years, he has worked as an IT Risk & Information / Cyber Security Professional in large multinational companies in the
Consulting, Technology and Banking Sector. Mr, Vogiatzoglou has participated in IT / Cyber Security projects working as a specialized
professional in the Technology Sector, in the areas of Cyber Security, Information Security Governance and Ethical Hacking.
He holds a degree in Information and Communication Systems Engineering as well as a postgraduate degree in Information Systems
Security from the University of Aegean. In addition, he holds important professional certifications such as ISACA Certified Information
Security Manager (CISM), Offensive Security Certified Professional (OSCP), ISACA Certified Information Systems Auditor (CISA), Cisco
Certified Network Associate (CCNA) and Certified Red Team Professional (CRTP).
Vassilios Giannopoulos, Director, Group Strategy & Business Development Department
He started working for Quest group in 2013. He has worked as an executive in companies in the field of information technology,
telecommunications and pay-TV. In 2010 he was elected member of the Board of the European Competitive Telecommunications
Association (ECTA).
Mr. Giannopoulos is a graduate of the National Technical University of Athens, Department of Chemical Engineering and holds an MSc
in Information Technology with distinction from UCL and an MBA from the Athens Laboratory of Business Administration (ALBA). He
was born in Athens in 1970 and speaks English and German.
Luisa Grigorakou, Manager, Group Training & Human Resources Development Department
Mrs. Grigorakou has worked for different businesses (Greek, EMEA, GLOBAL), and has gained many years of experience in designing
and implementing focused HR & OD actions, such as Competency Model Design, Assessment & Development Centres, Culture change
programs, 360 assessment, Performance Management Systems, Talent Attraction & Management programs, Leadership programs. At
the same time, she has experience as a group facilitator & personal coach. Mrs. Grigorakou holds an M.Sc. in Industrial Psychology and
is a certified Business Coach and systemic approach consultant.
Vasiliki Delistathi, Legal Advisor, Head of the Group Legal Services Department and Corporate Secretary to the BoD
Mrs. Deilistathi holds a BA in Law from the University of Athens, a Ph.D. in administrative law, and is a lawyer at the Supreme Court.
She is an Accredited Mediator (Ministry of Justice, Transparency & Human Rights) and Mediator Trainer (IMC, IMI). She teaches at the
Athens University of Economics and Business in the framework of the MBA "Certificate In Negotiations" and in 2020 at Panteion
University (Mediator Training Institution) as key Instructor of Mediators and since 2022 in the Training Body for Mediators of the
European Organisation for Mediation and Arbitration (E.O.DI.D.). She has worked with law firms in Greece and abroad (as an external
partner or partner) and has provided her legal services (as Legal Advisor or Director of Legal Services & Secretary to the BoD) to the
Greek groups: "Hellenic Exchanges" (1999-2007), " Hellenic Railways Organisation - OSE" (2007-2012). She is an external special
associate at "Transparency International" and a member of professional and scientific bodies and associations in Greece and abroad,
as well as associations of social contribution. She is a member of the Advisory Committee of the Organization for the Promotion of
Alternative Dispute Resolution Methods (OPEMED), Scientific Associate and Mediator in the European Mediation and Arbitration
Organization (EODID). She is also a member of Legal Council of the Association of Companies and Entrepreneurship.
Gerasimos Zournatzis, Director, Group Human Resources Division
Mr. Zournatzis is the Human Resources Director of the parent company Quest Holdings and also holds the position of Human Resources
Director of the subsidiary Unisystems Information Systems.
He has long experience in Greek and multinational companies since 1983 and has been working in the Quest group since 1999.
During his work experience he has been involved in a large number of projects in the field of Human Resources.
He holds a BSc in Accounting - Finance from the American College of Greece (Deere College) and an MBA with a specialization in Human
Resource Management from Baker College, Center for Postgraduate Studies in Michigan, USA.
He is a member of the Labour Committee of the Hellenic Federation of Enterprises and has participated as a volunteer-trainer in many
programs of Junior Achievement Greece.
Mr. Zournatzis was born in 1962 in Athens, speaks English and is married with two children.
Konstantinos Rigas, Head of the Risk Management Division
Born in 1951. He holds a degree in Mechanical and Electrical Engineering from NTUA, a PhD in Bioengineering from the University of
Strathclyde, Scotland. He was Assistant Professor at the Medical School of the University of Ioannina until 2018. He was an independent,
non-executive director of Quest Holdings (2003-2014). Since 2015 he has been a member of the Board of Directors of ACS S.M.S.A.
Athanasios Kapetsis, Director, Group Building Facilities and Infrastructure Division
Thanasis Kapetsis is the Director of Group Building Facilities and Infrastructure. His cooperation with the Group began in 2002, while
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
49
in 2004 he took over the position he holds until today.
He was born in Athens in 1963. He studied Civil Engineering at the National Technical University of Athens. He speaks English and
French.
He has worked as a freelance static designer, while he has studied and supervised the construction of large building projects.
Dimitrios Kyriakopoulos, Manager, Group Internal Audit Department
Mr. Kyriakopoulos is Manager of the Internal Audit Unit of Quest Group since 2017. He is a Certified Auditor (FCCA) with significant
experience in Internal Audit and Corporate Governance.
He holds a BSc in Business Finance and Economics from the University of East Anglia, UK and an MA Finance and Investment from the
University of Exeter.
In 2005 he started his professional career at PWC as External Auditor. In 2010 he worked as Financial Controller SEE in the Financial
Department of General Electric Healthcare and from 2011 to 2017, he held the position of Manager, Internal Audit Service in ELTA
Group.
Dimitra Manoli, Manager of the Legal Support Department of the Group's IT Services & Green Energy Services Sector
Dimitra Manoli is a Lawyer at the Court of Appeals, a graduate of the Law School of the National Kapodistrian University of Athens, and
holds a postgraduate degree in Public Law from the Jean Moulin Lyon III University and also holds a university certification in
International Business for Lawyers from the Law School of the Catholic University of Lille. He has extensive legal experience in the fields
of digital technologies, IT services, public and private contracts and commercial law, and has worked many years as a freelance lawyer.
From 2012 to 2021 she held the position of lawyer in the Legal Services Division of the Quest Group, supporting the IT Services and
Green Energy Services companies, and from 2021 she has been the Legal Manager of IT Services & Green Energy Services Sector and
Compliance Officer of Quest Energy. She was born in 1980 in Tripoli and speaks Greek, English, French and German.
Konstantinia Pappa, Manager, Regulatory Compliance Department
Mrs. Pappa holds an LLB from the University of Glamorgan in Great Britain and an LLB from the Law School of the National and
Kapodistrian University of Athens. She attended the annual program of the Institute of Training of the Body of Certified Public
Accountants in Risk Management and Internal Audit and received a professional certification. She also a holds a certification in
Regulatory Compliance in the Financial System by the National and Kapodistrian University of Athens. From 2004v until 2010 she
worked as a freelance lawyer. From 2011 to 2020 she worked for the insurance company D.A.S. Hellas SA (ERGO Group) holding
positions of responsibility. From 2012 to 2020 Mrs. Pappa held the position of Regulatory Compliance Officer. Since October 2021, she
is the Manager of the Regulatory Compliance Department of Quest Group.
Dimitrios Papadiamantopoulos, Director: a) Group Financial Control and Administrative Information Division and b) Shareholder
Relations and Compliance with the Principles of the Capital Market Division
He studied economics at the Athens University of Economics and Business. He has previously worked in similar positions in IT companies
and companies in the stock market.
Marina Petrou, Legal Advisor – Manager of IT and Communications Products and Services Sector of the Group
She has graduated from the School of Law of the National and Kapodistrian University of Athens, she is an Attorney at the Supreme
Court, and a Member of the Athens Bar Association. She holds a Master's Degree in European Law from the University of Leiden (The
Netherlands), as well as a Corporate Governance Certification from the National and Kapodistrian University of Athens. She is a Certified
Fraud Examiner and a member of ACFE. She has extensive experience gained from her employment with OTE S.A. (from 2004 to 2017)
Lawyer and Manager of the Fixed and Mobile Corporate Operations Department and Domestic Subsidiaries as well as from her
employment in the Independent Power Transmission Operator (ADMIE SA). Since July 2019, she has joined the Legal Services Division
of Quest Group while holding the position of Compliance Officer of Info Quest Technologies S.M.S.A.
Evangelos Roussos, Director, Group Procurement Division
Since 2006 he is the director of procurement, administrative organization and physical security in the company ACS SA of Quest Group.
Since 2014 he has been a member of the management team of Quest Group as Procurement Manager.
Mr. Roussos was born in 1959 in Piraeus. He studied accounting. He has long experience in procurement and personnel management
in the field of technical companies.
He is married with four children.
Alexandros Roustas, Manager, Investor Relations Department
Alexandros Roustas is the Investor Relations Manager of Quest Holdings and the CEO of Quest On Line, which manages the online store
you.gr
From 2013 until today he also holds the position of CEO of IQBILITY, the group company that supports and invests in start-ups in the
field of technology.
In the past he has worked in technical and commercial divisions of telecommunications companies.
He holds a degree in Electrical Engineering from NTUA and a postgraduate degree in Business Administration. He was born in 1978 and
he is a father of two children.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
50
Rania Skordili, Director, Group Corporate Communications
Rania Skordili holds the position of Corporate Communications Director of Quest Holdings. He has been part of the Group's staff since
2000, having more than 30 years of experience in the fields of Communication and Marketing. She also holds the position of Marketing
Director at the subsidiary Info Quest Technologies and participates in the Sustainability team of the Organization. During her
professional career, she has contributed to the development of many successful brands and the implementation of innovative projects
in the Greek market. He is a graduate of the Department of Physics of the National and Kapodistrian University of Athens and holds an
MSc in Information Science from City University, Great Britain.
Haris Stefanouris, Manager, Group Compensation and Benefits Department
Mr. Stefanouris is Manager of Compensation and Benefits of Quest Group and responsible for Compensation & Benefits on behalf of
all the subsidiaries of the Group since 2013.
He studied Chemistry, specializing in Food & Beverage, at the Department of Wine, Vine and Beverage Sciences of the University of
West Attica, while he holds a MSc in Food Science from the University of Leeds.
He has served as a Human Resources Executive (HRD) in various professional sectors such as: Retail, Mobile Telephony, FMCG, Banking,
IT and Engineering Services. He was born in Athens in 1969, speaks English and Italian, is married with two children.
Eleni Christogianni, Manager, Group ESG Department
Mrs. Christogianni has over 20 years of experience in consulting and strategic planning. From June 2021 she took over the position of
ESG Manager of Quest Group being responsible for the coordination of Sustainability and ESG issues. In her previous position at the
Centre for Sustainability (CSE), as a member of the Consulting Services team, certified by GRI, she gained extensive experience in
creating corporate responsibility and strategy reports on Sustainability issues. At the same time, at the Institute of Corporate
Responsibility, she was responsible for coordinating the participation as well as the evaluation of large Greek companies in the National
Corporate Responsibility Index (CR Index). In the past she has worked for 8 years at COSMOTE (OTE GROUP) where she was in charge
of the Departments of Commercial Planning as well as Products and Services of corporate clients. Previously at PwC and IBM England,
Mrs. Christogianni worked as Management Consultant gaining significant international experience in strategy projects in the Telecoms
industry. She holds a Bachelor’s Degree in Economics & Economic History from the London School of Economics (UK) and a Master’s
Degree in Communications Policy from City University (UK).
e. Competencies of the Board of Directors, the Chairman, Vice-Chairpersons Chief Executive Officer, Deputy Chief Executive Officer,
Managing Director, Board Members (executive, non-executive and independent non-executive members)
The powers and competencies of the BoD of the Company are those described in its Articles of Association, in the Internal Rules of
Procedure of the Company, in the Rules of Procedure of the BoD, in HCGC 2021, in law 4706/2020, law 4548/2018, as such is in force,
as well as in other applicable legislation. All the competencies of the Board of Directors are subject to articles 97 to 101 of Law
4548/2018 as such is in force.
In accordance with the Company's Articles of Association (article 12) and the law, the BoD may delegate, by its decision, the exercise
of a part or all administrative, management and representation powers to one or more persons, whose title and competence are always
determined by decision of the BoD. The competencies of the Chairman, the Vice-Chairpersons of the BoD, the Chief Executive Officer,
the Deputy Chief Executive Officer, the Managing Director and the members are set out in the Rules of Procedure of the BoD, the
Articles of Association, the Code of Corporate Governance and the applicable legislation. In particular with regard to the competencies
of the Chairman, Vice-Chairpersons, Chief Executive Officer, Deputy Chief Executive Officer, Managing Director, and members of the
Board of Directors (executive, non-executive and independent non-executive):
i. The Chairman of the BoD of the Company has the following competencies:
The Chairman presides over the meetings of the Board of Directors and directs its work in order to achieve its efficient and effective
operation.
The Chairman’s competencies set out in the applicable Greek legislation, Quest’s Articles of Association, the assignment of
responsibilities under the relevant provisions of company law and the HCGC adopted by the Company, and include the following:
1. Ensuring the good organization and efficiency of the works of the Board and its Committees.
2. Defining the items on the agenda, ensuring that the Board takes decisions on all issues related to its responsibilities and
dedicates the required time to the issues that concern it.
3. Convening and chairing the meetings of the Board and ensuring their effective conduct by promoting constructive
dialogue and effective contribution of the views of the members of the Board.
4. Ensuring the timely and correct information of the members of the Board of Directors for the preparation of the meetings
of the Board of Directors.
5. Ensuring constructive relationships between executive and non-executive members and creating a culture of openness,
teamwork, collaboration and constructive dialogue.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
51
6. Supervising the effective integration of new Board members, the suitability of the Board on an ongoing basis and the
preparation of the succession plan of the Board members.
7. Supervising the evaluation process of the Board of Directors and ensuring that appropriate actions are taken to address
the deficiencies identified.
8. Ensuring the effective communication of the Board of Directors with the shareholders and other stakeholders, so that
their positions on important issues are understood.
9. The other responsibilities that, as the case may be, refer to these Rules of Operation or to the applicable legislation.
Finally, the Chairman, in addition to the above competencies related to the operation of the Board, and to the extent that he has an
executive capacity, will exercise the executive responsibilities provided by virtue of the relevant powers delegated by the Board, in
order to participate in all decisions that substantially affect the course of the Company.
ii. The Vice-Chairpersons of the BoD of the Company have the following competencies:
The Vice-Chairpersons of the Board of Directors replace the Chairman in his duties, where the Chairman is prevented from exercising
them and, in general, where provided by the Articles of Association, the law, this Regulation and the other Policies and Procedures of
the Company. In case of appointment of more than one Vice-Chairpersons, the relevant decision will determine the manner of
replacement on a case-by-case basis. The Vice-Chairpersons act as liaisons between the Chairman and the other members of the Board,
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 Chairman has executive duties, the Board elects at least one Vice-Chairperson among
its independent non-executive members, in order for the latter to contribute to the independence of the Board, to adequately inform
its non-executive members and effectively participate in the supervisory and decision-making process.
When the Chairman has an executive capacity, then the independent non-executive Vice-Chairperson does not replace the President
in his executive duties.
The Independent Vice-Chairperson of the Board has the following specific competencies:
1. Leads, in collaboration with the NCGC, the evaluation process of the Chairman by the BoD, in accordance with the provisions
of the BoD Evaluation process.
2. In collaboration with the Chairman of the Board, plans and coordinates the individual meetings of non-executive members.
3. Takes care of the submission of the annual reports of the independent members of the Board of Directors to the ordinary
General Meeting of the Company.
iii. The Chief Executive Officer and the Deputy Chief Executive Officer:
In addition to the specific executive responsibilities assigned to the Chief Executive Officer and the Deputy Chief Executive Officer
according to the relevant decisions of the Board of Directors, their role in the operation of the BoD relates to the specific responsibility
of coordinating the recommendations of executive members and other senior executives of the Company and the Group companies
submitted to the Board.
iv. The Managing Director(s)
Upon recommendation of the Chairman of the Board, it is possible to appoint one or more Directors. His / her individual responsibilities
are proposed by the Chairman of the Board and approved by the BoD.
v. The Members of the BoD (executive, non-executive, independent non-executive)
Regardless of their status as executive, non-executive, or independent non-executive, all members of the Board recognize that they
are subject to a statutory duty of care and loyalty to the Company.
The members of the Board of Directors exercise due diligence for their regular information regarding the business developments and
the major risks, to which Quest is exposed. In this context, they must be informed in a timely manner about changes in legislation and
the market environment and communicate regularly with the Company's executives. Furthermore, when making decisions, they have
to vote based on their best and independent business judgment.
The executive members of the Board of Directors are responsible for submitting proposals to the Board of Directors regarding the
Company's strategy and the implementation of the relevant decisions of the Board of Directors and the General Meeting. They inform
the Board of Directors about the implementation of the Company's strategy and objectives, as well as about any other issue concerning
the operation of the Company and its relationship with the shareholders and other stakeholders.
Non-executive members:
✓ consider the proposals of the executive members on the basis of the information they receive and express their views,
✓ consult with the executive members, monitor and examine the Company's strategy and its implementation, and
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
52
✓ monitor the efficiency and performance of the Company and in particular the performance of the executive members of the
Board.
In addition, the Independent Vice-Chairman arranges that non - executive members submit, jointly or - if this is required by the
circumstances - separately, reports to the ordinary or extraordinary General Meeting of the Company, regardless of the reports
submitted by the Board.
f. Participation of the BoD Members – Corporate Secretary – Meetings of the BoD - Minutes
The following table includes the members of the Board of Directors in the fiscal year 2022, i.e., from 1/1/2022 to 31.12.2022 and each
one’s capacity:
NAME & SURNAME
CAPACITY
DATE OF ASSUMPTION OF
DUTIES
END OF TERM OF OFFICE
Theodoros Fessas
Chairman, Executive Member
Assumption: 18/6/2021 & Re-
election: 15/6/2022
15/6/2025 or the following
ordinary General Meeting
Efthychia Koutsoureli
Vice - Chairwoman, Non- Executive
Member
Assumption: 18/6/2021 & Re-
election: 15/6/2022
15/6/2025 or the following
ordinary General Meeting
Pantelis Tzortzakis
Vice - Chairman, Independent, Non-
Executive Member
Assumption: 18/6/2021
15/6/2025
Nikolaos Karamouzis
Vice - Chairman, Independent, Non-
Executive Member
Assumption: 18/6/2021 & Re-
election: 15/6/2022
15/6/2025 or the following
ordinary General Meeting
Apostolos
Georgantzis
CEO, Executive Member
Assumption: 18/6/2021 & Re-
election: 15/6/2022
15/6/2025 or the following
ordinary General Meeting
Markos Bitsakos
Deputy CEO, Executive Member
Assumption: 18/6/2021 & Re-
election: 15/6/2022
15/6/2025 or the ne following
xt ordinary General Meeting
Nikolaos Socrates
Lambroukos
Executive Member, Managing Director
Assumption: 18/6/2021 & Re-
election: 15/6/2022
15/6/2025 or the following
ordinary General Meeting
Emil Yiannopoulos
Independent, Non- Executive Member
Assumption: 18/6/2021 & Re-
election: 15/6/2022
15/6/2025 or the following
ordinary General Meeting
Maria Damanaki
Independent, Non- Executive Member
Assumption: 18/6/2021 & Re-
election: 15/6/2022
15/6/2025 or the following
ordinary General Meeting
Ioanna Dretta
Independent, Non- Executive Member
Assumption: 15/6/2022
15/6/2025 or the following
ordinary General Meeting
Panagiotis
Kyriakopoulos
Independent, Non- Executive Member
Assumption: 18/6/2021 & Re-
election: 15/6/2022
15/6/2025 or the following
ordinary General Meeting
Philippa Michali
Independent, Non- Executive Member
Assumption: 18/6/2021 & Re-
election: 15/6/2022
15/6/2025 or the following
ordinary General Meeting
Apostolos
Tamvakakis
Independent, Non- Executive Member
Assumption: 18/6/2021
15/6/2025
Ioannis Paniaras
Independent, Non- Executive Member
Assumption: 15/6/2022
15/6/2025 or the following
ordinary General Meeting
The Board of Directors met 52 times in 2022.
The attendance of each member of the Board of Directors in 2022 is shown in the following table:
NAME & SURNAME
NUMBER OF MEETINGS HELD
DURING HIS/HER TERM OF
OFFICE
NUMBER OF MEETINGS IN
WHICH S/HE
PARTICIPATED
NUMBER OF MEETINGS IN
WHICH S/HE WAS
REPRESENTED
Theodoros Fessas
52
52
-
Efthychia Koutsoureli
52
52
-
Pantelis Tzortzakis
20
20
-
Apostolos
Georgantzis
52
52
-
Markos Bitsakos
52
52
-
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
53
Nikolaos Socrates
Lambroukos
52
52
-
Emil Yiannopoulos
52
52
-
Maria Damanaki
52
51
-
Ioanna Dretta
32
30
1
Nikolaos Karamouzis
52
51
1
Panagiotis
Kyriakopoulos
52
51
1
Philippa Michali
52
51
1
Apostolos
Tamvakakis
20
19
1
Ioannis Paniaras
32
32
-
The Board of Directors and its Committees are supported by a Corporate Secretary who is appointed by the Board and it’s not a member
of the BoD. The work of the Corporate Secretary is:
✓ to provide practical support to the Chairman and the other members of the Board, collectively and individually, having in
mind the compliance of the Board with the relevant laws, regulations and internal policies and procedures of the Company
as well as the effective operation of the Board and its Committees.
✓ to ensure the systematic and smooth exchange of information between executives and the Board, as well as the members of
the Committees and the Board.
✓ to support the Chairman in the organization and conduct of the meetings of the Board and its Committees and in particular
to prepare the annual calendar of meetings of the Board and the agenda of each meeting for approval by the Chairman, as
well as to arrange the signing and filing of the relevant minutes of the Board and its Committees.
✓ to ensure, in consultation with the Chairman, the immediate, clear and complete information of the BoD, the inclusion of
new members, the organization of General Meetings, the facilitation of shareholders' communication with the BoD and the
facilitation of communication of the BoD with the top management executives.
Furthermore, the Corporate Secretary has the responsibilities and duties that fall under the indicative and not restrictive following
Policies / Procedures:
✓ Conflict of Interest Management Policy and Procedure,
✓ Training Policy for Board members,
✓ Procedure for the Evaluation of the independence of the non-executive members of the Board of Directors, according to the
independence criteria set by Quest, pursuant to article 9 of law 4706/2020,
✓ Transactions Notification Procedure
✓ Privileged Information and Proper Information of the Public Procedure.
The non-executive members have timely access both to the required information regarding the items of the agenda as well as to the
executive members of the Board of Directors and the company’s top management for their information.
The Corporate Secretary arranges that the members of the Board receive in hard copy or by electronic means the supporting material
(data, analyses, recommendations, studies, etc.) concerning the items on the agenda of each meeting. Said supporting material shall,
as far as possible, be made available to the members of the Board of Directors three (3) calendar days prior to the meeting.
If deemed required by them, the non-executive members seek with the support of the Chairman of the Board the timely receipt of
additional information so that they can prepare and express their views during the meetings. Where necessary, they seek clarifications
and further information from executive members or the senior management.
All members of the Board maintain the confidentiality of the material (paper or electronic) and the information disseminated.
Recommendations on the items of the agenda constitute an integral part of the minutes recorded for each board meeting.
All decisions of the Board of Directors are taken by absolute majority of its members, who are present and / or represented at the
relevant meeting.
Each member of the Board has one (1) vote. In case of a tie on a specific item, the vote of the Chairman of the Board prevails and is
decisive.
Decisions are made on the basis of good information provided to all members of the Board and dedication of the necessary time to
discuss the key issues (such as purpose, assumptions, individual scenarios, risks, etc.).
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
54
Factors that can influence the effective decision making for the benefit of the Company are identified in a timely manner (conflict of
interest, lack of comprehensive dialogue and communication of views, etc.) and relevant measures are taken to manage them (BoD
members’ diversity and adequacy of knowledge, adequate preparation and presentation of proposals by standing committees of the
Board of Directors, communication of the Chairman of the Board of Directors and the Presidents of the Committees on a case-by-case
basis with key stakeholders and receipt of specialized advisory services, etc.).
The meetings of the Board of Directors take place at the offices of the Company in the Municipality of Kallithea, Attica. Alternatively,
and to the extent that no member of the Board of Directors objects, the meetings may be validly held at any venue other than the
Company's registered office, either in Greece or abroad, provided that all its members are present or represented at that meeting.
Exceptionally and if, at the discretion of the Chairman of the Board, it is so required by the circumstances (e.g., reasons of urgency or
no need for consultation for more current decisions of collective representation), resolutions may be passed by signing the minutes
without holding a meeting in accordance with the provisions of the law and the Company’s Articles of Association.
In compliance with the relevant decisions and provisions of the law and the Company’s Articles of Association, the meetings of the
Board of Directors, may be held via teleconference. In this case, the invitation to the members of the Board includes the necessary
information and technical instructions for their participation in the meeting.
The meetings of the Board of Directors are chaired by the Chairman and in case of his absence or impediment, by the Vice-Chairperson.
The Chairman of the Board ensures that the items of the agenda and in particular the items of strategy are adequately discussed and
that the open dialogue and the presentation of different points of view are not discouraged.
He further ensures that the executive members and the Presidents of the BoD Committees have sufficient time to present the results
of their work and their recommendations and to discuss them with the other members of the Board.
All members of the Board must be prepared for the meeting having studied the supporting material in order to maximize the time
available for dialogue and decision making.
All members of the Board must participate in the discussions of the items and the Chairman of the Board must encourage and ensure
their participation. Furthermore, the views of the members of the Board and the discussions between them must be conducted in a
completely professional manner, with decency, mutual respect, formulation of substantiated arguments and opinions, under the
coordination of the Chairman of the Board.
The Board of Directors is in quorum and duly in session, when half of the members plus one, are present or represented. In no case
can the number of members present be lower than three (3). In order to find quorum any eventual fraction that may result shall be
omitted.
Pursuant to the provisions of article 5 of law 4706/2020, in the meetings of the Board of Directors that have as item the preparation of
the financial statements of the Company or their agenda includes items whose approval requires resolution of the General Assembly
passed with increased quorum and majority, according to Law 4548/2018, the BoD is in quorum when at least two (2) independent
non-executive members are present.
The members of the Board who are absent from a meeting may be represented by other members of the Board, who have a written
mandate to this end this in the form of a proxy. A member of the Board of Directors may, in this way, represent up to one (1) other
member of the Board of Directors, who is absent. Representation on the Board of Directors may not be assigned to persons who are
not members of the Board of Directors, unless the representation is assigned to any alternate member of the Board of Directors.
A member of the Board of Directors who is unjustifiably absent for more than six (6) months from the meetings of the Board of
Directors, is considered - by decision of the Board of Directors - to have resigned. In addition, pursuant to the provisions of article 5 of
Law 4706/2020, in case of unjustified absence of an independent member in at least two (2) consecutive meetings of the Board, this
member is considered resigned.
Discussions, consultations between executive, non-executive and independent members and the decisions of the Board and its
Committees are recorded in minutes which do not need to be a complete recording of what was said at the meeting (full transcript),
but they should capture the way the Board and Its members fulfil their duties to the Company in accordance with the requirements of
the institutional framework, in particular in relation to the active participation of non-executive members.
Moreover, upon request by a member of the Board of Directors, the Chairman shall be obliged to record to the minutes an accurate
summary of said Member’s view. The Chairman shall be entitled to refuse to record any view that does not clearly relate to the agenda
or whose contents are contrary to the accepted principles of morality and the law. A list of the members who are present or
represented in the Board Meeting shall also be included in the minutes.
The minutes of each meeting are distributed and approved no later than two (2) weeks after each meeting or at the next meeting of
the Board (if it is earlier) and are kept by the Corporate Secretary in Greek. The Corporate Secretary ensures that the text of the minutes
of each meeting is signed by the Chairman of the Board or his deputy and by all members present or represented at the meeting. In
case a member refuses to sign the minutes, a relevant mention is made in the minutes. The signatures of the members or their
representatives can be replaced by exchanging messages via e-mail or other technological / digital solutions that ensure the
confidentiality of information.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
55
The minutes of the BoD are recorded in brief in a special book, which may be kept electronically. Copies and excerpts of the minutes
of the Board of Directors are officially issued by the Chairman or his / her Deputy and by the Chief Executive Officer, without any need
for further ratification. The Company submits the minutes of the Board of Directors or the General Meeting on the composition or the
term of office of the members of the BoD to the Hellenic Capital Market Commission within twenty (20) days upon adjournment of
such meeting.
The members of the BoD are entitled to remuneration or other benefits, in accordance with the law, the Company's Articles of
Association and the Company's remuneration policy. Any remuneration or benefit granted to a member of the BoD which is not
regulated by the law or the Articles of Association shall be borne by the Company only if approved by a special decision of the General
Meeting without prejudice to the provisions of articles 110 to 112 of Law 4548/2018, as such is in force. A fee consisting of participation
in the profits of the year may be provided. The amount of the above fee is determined by resolution of the General Meeting, which is
passed by simple quorum and majority. Any remuneration granted from the profits of the year is received from the balance of the net
profit that remains after all legal deductions for formation of the legal reserve and distribution of the minimum dividend in favour of
the shareholders, without prejudice to the provisions of articles 110 to 112 of law 4548 / 2018, as such is in force. Any remuneration
to members of the BoD for services to the Company under a special relationship, e.g., by way of indication, employment contract,
project or mandate is paid observing the conditions of articles 99 to 101 of law 4548/2018, as such is in force. The General Meeting
may allow an advance payment for the period up to the next Ordinary General Meeting. The advance payment of the fee is subject to
its approval by the next Ordinary General Meeting.
The remuneration report for 2022 will be posted on the Company's website https://www.quest.gr/el/Investor-Relations/general-
meetings
g. Evaluation of the BoD, its Committees and the BoD Members
The regular evaluation of the BoD, its Committees and members, is a key feature of the organization and operation of the Board of
Directors of the Company and aims at the continuous development and improvement of their efficiency.
The evaluation of the Board of Directors is carried out based on the Suitability Policy for the members of the Board of Directors and
the Evaluation Procedure for the Board of Directors and its Committees. The results of the evaluation are taken into account in the
planning and updating of the succession plan of the members of the Board of Directors implemented by the Company, as well as in the
planning of actions for the continuous improvement of the efficiency of the BoD.
The Board of Directors, upon relevant recommendation of the NCGC, has the primary responsibility of identifying gaps in terms of the
collective suitability of the Board, recognizing when new members should be added, as well as their required profile to optimize its
effectiveness.
According to the above corporate procedures, the suitability of the Board of Directors is evaluated on an ongoing basis and in particular
prior to the publication of the annual financial report. Therefore, the evaluation is carried out on an annual basis by the Board, with or
without the assistance of an external consultant. In addition, it is carried out on a three-year basis with the mandatory assistance of an
external consultant (collective evaluation of the Board which includes the evaluation of the Board as a whole, its Committees and each
member individually).
The collective evaluation includes the evaluation of the effectiveness and the fulfilment of the duties of the Board of Directors and its
Committees, but also of each member individually according to his/her role in the Board of Directors. The results of the evaluation are
presented to the BoD and measures are taken to address the identified weaknesses (requested profile of members and composition
of the BoD, succession plan, changes in organization and operation, integration of technological solutions, changes in training, etc.).
The assessment process of the Board of Directors is chaired by the Chairman, in cooperation with the NCGC, while the Chairman is
assessed by the Board chaired by the Independent Vice Chairperson, with the assistance of the NCGC. The President of the NCGC firstly
presents the results to the Chairman of the BoD and thereafter the individual results of each member’s assessment to each member
privately.
The evaluation process of the BoD, the Chairman and the Members of the BoD, the Committees and their Members for the fiscal year
2021 was completed within the first half of the fiscal year 2022 and was conducted by an external evaluator.
The evaluation for the 2022 fiscal year is currently underway and will be completed within the first four months of the 2023 fiscal year.
A summary of the individual and collective evaluation process for the BoD, and its Committees for the 2022 fiscal year, and a summary
of any findings and corrective actions will be included in the Corporate Governance Statement for the 2023 fiscal year.
The evaluation process for the fiscal year 2021 was chaired by the Chairman in cooperation with the Nominations and Corporate
Governance Committee. The collective evaluation for 2021 took into account, among other things, the composition, diversity and
effective cooperation of the members of the Board of Directors in fulfilling their duties. The individual assessment took into account,
among other things, the capacity of the member (executive, non-executive, independent), his/her participation in committees, the
assumption of specific responsibilities/projects, the time dedicated, his/her behaviour and the use of knowledge and experience.
The results of the Board of Directors’ evaluation were communicated and discussed with the Nominations and Corporate Governance
Committee and the BoD. They were taken into account in the development of the Board's action plan so that the Board's work is
prioritised on strategic issues, as well as on issues related to the results of audits carried out under the updated Corporate Governance
System.
Moreover, the annual performance evaluation of the Company's CEO - in relation to his executive duties - for the fiscal year 2022 was
implemented, in accordance with the Senior Executives Evaluation Process. The results of the evaluation were communicated to the
CEO and were taken into account in determining his variable compensation.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
56
h. Succession plan
The Board of Directors ensures the smooth succession and continuity of the Company's management through the succession plan for
the Board members. The Chairman of the Board and the NCGC are in charge of the process of drawing up the succession plan as a key
tool of good corporate governance that protects the viability of the Company and strengthens the confidence of shareholders and
other stakeholders. The plan is presented - to the extent required - to all members of the Board by the Chairman of the BoD.
Furthermore, the NCGC, if requested by the Board of Directors, is informed and examines whether there is a succession plan for the
Group Companies (in which the Company holds more than 50% of their share capital) in collaboration with the Executive Board
members of the Company and the Management of the Group Companies.
For the preparation and annual updating of the succession plan, the NCGC conducts on an annual basis:
Identification of needs
The NCGC recognizes the need to nominate new potential candidates for the Board of Directors taking into account:
• the results of the annual evaluation of the Board of Directors, its Committees and members,
• any changes in the Suitability Policy for the Board members (e.g., new knowledge / skills, diversity goals) and changes in the
duties and responsibilities of the Board and its Committees,
• the planned changes in the composition of the Board of Directors (e.g., 9-year criterion for independent members, resignation
of executive members, etc.),
• the opinions and personal plans of each member for the time of his term of office in the Board of Directors (by holding face-to-
face meetings between the members and the Chairman of the BoD or the President of the NCGC),
• the level of "readiness" of the Company and Group Companies’ executives that have been recognized as candidate new executive
members of the Board (pipeline), by informing the CEO about the annual assessment of the individual performance and the
implementation of their development plan,
• the results of benchmarking of potential executives of the industry, when required.
Succession plan
Based on the above needs, the NCGC examines the succession plan on an annual basis. The plan includes the potential candidates per
director position (directors’ pipeline), the annual assessment of the performance of potential candidates from the Company and the
Group Companies executives against the relevant development plan that has been defined and possible transition scenarios.
The process of searching for candidates for scheduled departures starts one (1) year for non-executive Board members and five (5)
years for Executive Board members prior to the expected departure, avoiding the simultaneous succession in critical roles or a large
number of Board members.
Moreover, the succession plan may include a transition plan to temporarily fill vacancies on the Board in case of emergencies (e.g.,
temporary replacement).
For the preparation and updating of the succession plan, the NCGC:
• recognizes new candidates (director pipeline) either from the top management of the Company and the Group Companies
or outside the Company, starting in time the process of nominating candidates for the Board outside the Company based on
the operating regulations of the NCGC,
• suggests further actions in the development plan and preparation of the candidate successors of BoD members in the existing
succession plan by way of indication:
o participation in the BoD of other companies, participation in the executive committees of the Company or presence in
the BoD of the Company (shadowing),
o training in the required role skills,
o assignment of new roles / responsibilities within the Group,
o provision of advisory support to the candidate member (mentoring, feedback, coaching),
o planning and proposing actions for the transition plan which may include by way of indication:
- the temporary increase of the members of the Board of Directors or of its Committees,
- the assignment of transitional roles e.g., member of the Committee for one (1) year before his/her appointment
as President of the Committee,
- the gradual assignment of additional roles to senior executives.
i. Professional commitments of the Members of the BoD
The members of the Board of Directors have notified the Company, until December 31, 2022, of the following other professional
commitments (including significant non-executive commitments to companies and non-profit organisations):
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
57
NAME & SURNAME COMPANY NAME PROFESSIONAL COMMITMENT
1. FOUNDATION FOR ECONOMIC & INDUSTRIAL
RESEARCH
1. MEMBER OF THE BoD
2. Info Quest Technologies SA 2. EXECUTIVE MEMBER OF THE BoD
3. ACS SMSA 3. EXECUTIVE MEMBER OF THE BoD
4. QuestOnLine SMSA 4. EXECUTIVE MEMBER OF THE BoD
5. Uni Systems SMSA 5. EXECUTIVE MEMBER OF THE BoD
6. ISQuare SMSA 6. EXECUTIVE MEMBER OF THE BoD
7. QUEST ENERGY SMSA 7. EXECUTIVE MEMBER OF THE BoD
8. VIOTIA WIND FARM AMALIA SA 8. MEMBER OF THE BoD
9. VIOTIA WIND FARM MEGALO PLAI SA 9. MEMBER OF THE BoD
10. ΒriQ Properties REIC
10. CHAIRMAN OF THE BoD, NON
EXECUTIVE MEMBER
11. XYLADES ENERGIAKI SA 11. MEMBER OF THE BoD
12. WIND ZIEBEN ENERGY SMSA 12. MEMBER OF THE BoD
13. FOS ENERGEIA KAVALA SMSA 13. MEMBER OF THE BoD
14. NUOVO KAVALA PHOTTOPOWER SMSA 14. MEMBER OF THE BoD
15. PETROX SOLAR POWER SMSA 15. MEMBER OF THE BoD
16. BETA SYNENERGIA KARVALI SMSA 16. MEMBER OF THE BoD
17. PHOTTOPOWER EVMIRIO BETA SMSA 17. MEMBER OF THE BoD
18. ENERGEIA FOTOS VITA XANTHIS SMSA 18. MEMBER OF THE BoD
19. MYLOPOTAMOS FOS 2 SMSA 19. MEMBER OF THE BoD
20. KINIGOS SA 20. MEMBER OF THE BoD
21. CLIMA QUEST SMSA 21. MEMBER OF THE BoD
22. FOQUS SMSA 22. MEMBER OF THE BoD
23. PHAROS ENERGY SA 23. MEMBER OF THE BoD
24. THEOLINA SERVICES SINGLE MEMBER PC 24. MANAGER
25. VILLA ELINA SINGLE MEMBER PC 25. MANAGER
26. THEOLINA ESTATE SINGLE MEMBER PC 26. MANAGER
27. THEOHOLD SINGLE MEMBER PC 27. MANAGER
28. THEOSEA SINGLE MEMBER PC 28. MANAGER
Theodoros Fessas
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
58
NAME & SURNAME COMPANY NAME PROFESSIONAL COMMITMENT
1. QUEST HOLDINGS SA
1. VICE CHAIRWOMAN OF THE BOD,
NON EXECUTIVE MEMBER
2. GREEK COAST SA 2. CHAIRWOMAN OF THE BoD & CEO
3. ACS SA 3. VICE CHAIRWOMAN OF THE BoD
4. Uni Systems SMSA 4. MEMBER OF THE BoD
5. QuestOnLine SMSA 5. MEMBER OF THE BoD
6. ISQuare SMSA 6. VICE CHAIRWOMAN OF THE BoD
7. iStorm SMSA 7. VICE CHAIRWOMAN OF THE BoD
8. FOS ENERGEIA KAVALA SMSA 8. VICE CHAIRWOMAN OF THE BoD
9. NUOVO KAVALA PHOTTOPOWER SMSA 9. VICE CHAIRWOMAN OF THE BoD
10. MYLOPOTAMOS FOS 2 SMSA 10. VICE CHAIRWOMAN OF THE BoD
11. PETROX SOLAR POWER SMSA 11. VICE CHAIRWOMAN OF THE BoD
12. BETA SYNENERGIA KARVALI SMSA 12. VICE CHAIRWOMAN OF THE BoD
13. PHOTTOPOWER EVMIRIO BETA SMSA 13. VICE CHAIRWOMAN OF THE BoD
14. ENERGEIA FOTOS VITA XANTHIS SMSA 14. VICE CHAIRWOMAN OF THE BoD
15. QUEST ENERGY SMSA 15. VICE CHAIRWOMAN OF THE BoD
16. Info Quest Technologies SA 16. VICE CHAIRWOMAN OF THE BoD
17. FOQUS SMSA 17. VICE CHAIRWOMAN OF THE BoD
18. KINIGOS SA 18. VICE CHAIRWOMAN OF THE BoD
19. CLIMA QUEST SMSA 19. VICE CHAIRWOMAN OF THE BoD
20. ΒriQ Properties REIC 20. NON EXECUTIVE BoD MEMBER
21. PHAROS ENERGY SA 21. VICE CHAIRWOMAN OF THE BoD
22. Sarmed Warehouses SA 22. CHAIRWOMAN OF THE BoD
23. WIND ZIEBEN ENERGY SMSA 23. VICE CHAIRWOMAN OF THE BoD
24. XYLADES ENERGIAKI SA 24. CHAIRWOMAN OF THE BoD
Eftychia Koutsoureli
NAME & SURNAME COMPANY NAME PROFESSIONAL COMMITMENT
1.SMERemediumCap 1.Chairman
2. Eurobank Private Bank Luxembourg 2. Member of the BoD
3. Grant Thornton 3. Chairman
4. FOUNDATION FOR ECONOMIC & INDUSTRIAL
RESEARCH
4. Member of the BoD
5. Alexander S. Onassis Public Benefit
Foundation
5. Member of the BoD
6. diaNEOsis Research and Policy Institute 6. Μember of the Advisory Board
7. ELIAM | HELLENIC FOUNDATION FOR
EUROPEAN & FOREIGN POLICY
7. Member of the Advisory Committee
8. Stanton Chase International A.E. 8. Member of the BoD
Nikolaos Karamouzis
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
59
NAME & SURNAME COMPANY NAME PROFESSIONAL COMMITMENT
1. Info Quest Technologies SMSA 1. MEMBER OF THE BoD
2. ACS SA 2. CHAIRMAN & CEO
3. Uni Systems SMSA 3. VICE CHAIRMAN OF THE BoD
4. ISQuare SMSA 4. MEMBER OF THE BoD
5. iStorm SMSA 5. MEMBER OF THE BoD
6. Quest On Line SMSA 6. VICE CHAIRMAN OF THE BoD
7. ACS INVEST UK LTD 7. Director
8. SUNMED LAND INVEST INC 8. Director
9. Quest Energy SMSA 9. VICE CHAIRMAN OF THE BoD
10. ΒriQ Properties REIC 10. EXECUTIVE MEMBER OF THE BoD
11. XYLADES ENERGIAKI SA 11. VICE CHAIRMAN OF THE BoD
12. WIND ZIEBEN ENERGY SMSA 12. VICE CHAIRMAN OF THE BoD
13. FOS ENERGEIA KAVALA SMSA 13. VICE CHAIRMAN OF THE BoD
14. MYLOPOTAMOS FOS 2 SMSA 14. VICE CHAIRMAN OF THE BoD
15. NUOVO KAVALA PHOTTOPOWER SMSA 15. VICE CHAIRMAN OF THE BoD
16. PETROX SOLAR POWER SA 16. VICE CHAIRMAN OF THE BoD
17. BETA SYNENERGIA KARVALI SMSA 17. VICE CHAIRMAN
18. PHOTTOPOWER EVMIRIO BETA SMSA 18. VICE CHAIRMAN OF THE BoD
19. ENERGEIA FOTOS VITA XANTHIS SMSA 19. VICE CHAIRMAN OF THE BoD
20. KINIGOS SMSA 20. VICE CHAIRMAN OF THE BoD
21. CLIMA QUEST SMSA 21. MEMBER OF THE BoD
22. Plaza Hotel Skiathos SMSA 22. MEMBER OF THE BoD
23. Sarmed Warehouses SA 23. MEMBER OF THE BoD
24. FOQUS SMSA 24. MEMBER OF THE BoD
25. PHAROS ENERGY SA 25. VICE CHAIRMAN OF THE BoD
Apostolos Georgantzis
NAME & SURNAME COMPANY NAME PROFESSIONAL COMMITMENT
1. Info Quest Technologies SA 1. EXECUTIVE MEMBER OF THE BoD
2. ACS SMSA 2. EXECUTIVE MEMBER OF THE BoD
3. QUEST ENERGY SMSA 3. CHAIRMAN & CEO
4. Uni Systems SMSA 4. EXECUTIVE MEMBER OF THE BoD
5. ISQUARE SMSA 5. EXECUTIVE MEMBER OF THE BoD
6. Unisystems Luxembourg s.a.r.l. 6. DIRECTOR
7. iStorm SMSA 7. CHAIRMAN & CEO
8. XYLADES ENERGIAKI SA 8. CHAIRMAN & CEO
9. WIND ZIEBEN ΕNERGY SMSA 9. CHAIRMAN & CEO
10. FOS ENERGEIA KAVALA SMSA 10. CHAIRMAN & CEO
11. MYLOPOTAMOS FOS 2 SMSA 11.CHAIRMAN & CEO
12. NUOVO KAVALA PHOTTOPOWER SMSA 12. CHAIRMAN & CEO
13. PETROX SOLAR POWER SMSA 13. CHAIRMAN & CEO
14. BETA SYNENERGIA KARVALI SMSA 14. CHAIRMAN & CEO
15. PHOTTOPOWER EVMIRIO BETA SMSA 15. CHAIRMAN & CEO
16. ENERGEIA FOTOS VITA XANTHIS SMSA 16. CHAIRMAN & CEO
17. VIOTIA WIND FARM AMALIA SA 17. ΑΝΤΙΠΡΟΕΔΡΟΣ ΔΣ
18. VIOTIA WIND FARM MEGALO PLAI SA 18. ΑΝΤΙΠΡΟΕΔΡΟΣ ΔΣ
19. KINIGOS SA 19. CHAIRMAN & CEO
20. CLIMA QUEST SMSA 20. MEMBER OF THE BoD
21. FOQUS SMSA 21. MEMBER OF THE BoD
22. MKVT ENERGY P.C. 22. MANAGER
23. SUNNYVIEW P.C. 23. MANAGER
24. Damafco Energy PC 24. MANAGER
25. DMN Energy SMPC 25. MANAGER
26. Pharos Energy SA 26. MANAGER
Markos Bitsakos
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
60
NAME & SURNAME COMPANY NAME PROFESSIONAL COMMITMENT
1. BPM Α.Ε. 1. CHAIRMAN OF THE BoD
2. LANDIS SA 2. CHAIRMAN OF THE BoD & CEO
3. HELLENIC AMERICAN UNIVERSITY 3. TRUSTEE, BOARD OF TRUSTEES
4. EDUCATION & SCIENCE CENTER 4. MEMBER OF THE BoD
5.HELLENIC - KENYAN CHAMBER 5. MEMBER OF THE BoD
6. IDEATE CONSULTING SERVICES LIMITED
PARTNERSHIP
6. BUSINESS PARTNER
7. HELLENIV FEDERATION OF ENTERPRISES (SEV) 7. MEMBER OF THE BOARD
Nikolaos Socrates Lambroukos
NAME & SURNAME COMPANY NAME PROFESSIONAL COMMITMENT
1. PQH Single Special Liquidator SA, SPECIAL
LIQUIDATOR OF CREDIT INSTITUTIONS
1. Non Executive Member of the BoD -
until February 2022
2. Fresh-Life UG
2. Chairman of the Advisory Committee,
non-executive member
3. Attica Bank SA
3. Independent Non Executive Member
and Audit Committee Memebr since 24
March 2022
4. Non-executive Directors Club (Ned Club
Hellas) - Not-for-profit organization
4. Member of the BoD - since January
2022
Emil Yiannopoulos
NAME & SURNAME COMPANY NAME PROFESSIONAL COMMITMENT
1. Paradise Foundation (Non-profit foundation -
China)
1. INDEPENDENT ADVISOR
2. Rockfeller Brothers Foundation (Non-profit
foundation - USA)
2. INDEPENDENT ADVISOR
3. Prince Albert II of Monaco Foundation (Non-
profit foundation)
3. NON-EXECUTIVE MEMBER OF THE
BoD
4. Oceanographic Institute (Non-profit
foundation - Monaco)
4. NON-EXECUTIVE MEMBER OF THE
BoD
5. Marine Regions Forum (Non-profit foundation -
Berlin)
5. NON-EXECUTIVE MEMBER OF THE
BoD
6. Marine Stewardship Council (MSC) (Non-profit
foundation - London)
6. NON-EXECUTIVE MEMBER OF THE
BoD
7. Friends of Ocean Action (World Economic
Forum)
7. NON-EXECUTIVE MEMBER OF THE
BoD
8. Global Fishing Watch, Partnership of Google
and Oceana (Non-Profit foundation - London )
8. NON-EXECUTIVE MEMBER OF THE
BoD
9. Greek Hotels Company LAMPSA SA
9. NON- EXECUTIVE MEMBER OF THE
BoD
10. Global Fund for Coral Reefs (GFCR) (Non-
profit foundation -New York)
10. NON-EXECUTIVE MEMBER OF THE
BoD
11. CLIMARE SOLUTIONS SINGLE MEMBER PC 11. MANAGER
Maria Damanaki
NAME & SURNAME COMPANY NAME PROFESSIONAL COMMITMENT
1. Marketing Greece SA 1. CEO
2. ELLAKTOR
2. INDEPENDENT NON-EXECUTIVE
MEMBER OF BoD
3. EXCELLENSEAS 3. SCIENTIFIC BOARD MEMBER
Ioanna Dretta
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
61
None of the members of the Board of Directors of the Company (executive, non-executive and independent non-executive) holds, as
at April 5, 2023, a position on the Boards of Directors of more than five (5), in total, listed companies and non-affiliated companies of
the Company.
The Board of Directors, as part of its annual review, prior to the publication of the annual financial report, of the fulfilment of the
independence criteria of the independent non-executive members of the BoD (Messrs. Emil Yiannopoulos, Maria Damanaki, Ioanna
Dretta, Nikolaos Karamouzis, Panagiotis Kyriakopoulos, Filippa Michali and Ioannis Paniaras), ascertained that said criteria are met, in
accordance with article 9 of Law 4706/2020, the Suitability Policy and the Procedure for Disclosure of dependency relationships of the
independent non-executive members of the BoD of the Company.
j. Conflict of interest – Privileged information – related members
The members of the Board of Directors and every third person to whom the BoD had delegated responsibilities, must:
a. keep strictly confidential all Quest confidential corporate matters which have not been disclosed to the general public and of
which they have become aware in their capacity as consultants.
b. abstain from pursuing their own interests, which conflict with the interests of the Company and disclose in a timely manner
any situations of conflict of interest, abstaining, where necessary, from the relevant voting in accordance with the relevant
Policies and Procedures of the Company.
c. comply with the other provisions of the law regarding the obligations of the members of the Board of Directors, such as the
provisions on management of privileged information, transactions with related parties, etc., as well as any relevant Policies
and Procedures of the Company.
d. promptly inform the Corporate Secretary and the NCGC about any change in the external professional positions they hold
and any assumption of a new position (e.g., participation in boards of directors of other companies) or other information to
update their CV.
NAME & SURNAME COMPANY NAME PROFESSIONAL COMMITMENT
1. ELLAKTOR 1. MEMBER OF THE BoD
2. REDS 2. MEMBER OF THE BoD
3. ACTOR CONCESSIONS 3. MEMBER OF BoD
4. AKTOR 4. MEMBER OF THE BoD
5. ILEKTOR 5. MEMBER OF THE BoD
6. Cambridge Finance PC 6. MANAGER
7. Euroseas Ltd 7. MEMBER OF THE BoD
8. Eurodry Ltd 8. MEMBER OF THE BoD
9. Yellow Pages of Greece SA 9. CHAIRMAN OF THE BoD
10. Radio Communication SA 10. EXECUTIVE
11. HELLENIV FEDERATION OF ENTERPRISES
(SEV)
11. MEMBER OF THE BOARD
12. R.K Deepsea Ltd 12. ADVISOR
Panagiotis Kyriakopoulos
NAME & SURNAME COMPANY NAME PROFESSIONAL COMMITMENT
1. NN Hellas Insurance Company 1. CEO
2.1 Member of BoD
2.2 Executive Committee - Member
2.3 Human Resources Committee -
Chairwoman
3.1 Member of BoD
3.2 Finance & Investment Committee -
Member
4. ALBA EXECUTIVE DEVELOPMENT & APPLIED
RESEARCH IN BUSINESS ADMINISTRATION
4. Independent Member of the BoD
2. Association of Insurance Companies of Greece
3. Hellenic-German Chamber of Commerce and
Industry
Philippa Michali
NAME & SURNAME COMPANY NAME PROFESSIONAL COMMITMENT
Ioannis Paniaras TITAN Cement International S.A.
Board Member, Executive Director,
Europe
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
62
The Company has drawn up a Conflict-of-Interest Policy, fully harmonized with the Greek legislation and has, in particular, taken into
account the applicable legal framework, such as Law 4548/2018 and Law 4706/2020. The relevant policy is binding on the members of
the Board of Directors, the executives as well as the other employees of the Company.
The policy defines the duty of loyalty owed to the Company by the above persons and their obligation to ensure that corporate decisions
are made in the interest of the company and free from any real or potential conflict of interest arising out of their personal and
professional activities, relationships and interests.
For the implementation of the policy, the Company has prepared a Procedure for the Prevention and Management of Situations of
Conflict for the members of the Board of Directors as well as for each executive or third party who has been delegated responsibilities
from the BoD which specifies all mechanisms of conflict-of-interest prevention, recognition and response.
The independent non-executive members of the Company's Board of Directors have special obligations to notify and / or avoid possible
conflicts of interest, upon assuming their duties and on an annual basis, as described in the Procedure for Notifying Dependency
Relations of the Company's Independent Board Members while reference on conflict-of-interest for all Company stakeholders is also
included in the Code of Conduct and Ethical Behaviour as well as in the Regulatory Compliance System.
The Company also implements the Procedure for the Management of Privileged Information and Proper Information of the Public,
which complies with the applicable legislation and the relevant obligations it has as a listed company on the Athens Stock Exchange
and additionally contributes to achieving equal treatment, protection and strengthening of investor trust and protecting the integrity
of financial markets.
In particular, the process includes the mechanisms for recognizing privileged information and the process of evaluating information as
privileged or not. According to the evaluation result, the process describes the methodologies / actions for managing privileged
information related to the publication or not of the privileged information (disclosure, postponement, refutation).
The procedure analyzes the obligations of the persons who possess privileged information while it is emphasized that said individuals
are personally responsible for observing the legislation and the implementation of the relevant procedure.
Moreover, the process of compiling and updating lists of persons holding privileged information is also described. The procedure
includes a detailed description of the sanctions, criminal or administrative, imposed on persons holding privileged information.
Finally, the Company has established a transaction procedure with related parties in accordance with § 3 of article 14 of law 4706/2020.
In the relevant procedure:
• defines who the Company related parties are, establishes the rules and procedures aimed at ensuring the transparency and
effective supervision of the Company's contracts or transactions with related parties; and
• sets out the rules and procedures for the detection, evaluation, approval and disclosure of related party transactions based on
the relevant provisions of corporate law.
For the valid representation, management of the corporate affairs and undertaking of every obligation by the Company, two signatures
shall be required under the corporate name, unless otherwise determined by a relevant decision of the Board of Directors.
The Company has undertaken the obligation, towards its members of the Board of Directors and Executives, to whom by virtue of a
BoD decision the management of the Company and / or the fulfilment of certain duties and / or the exercise of part of its powers and
responsibilities has been assigned, to fully compensate them in the performance of their duties.
During this fiscal year and until today, no cases of conflict of interests of the members of the Board of Directors have been identified,
which fall under the provisions of article 97 of Law 4548/2018 and said member had made a relevant disclosure and abstained from
voting on the items on the agenda for which there was a conflict of interest.
k. Information on the number of shares held by the members of the Board of Directors key executives
Please find hereinafter a table, which shows the number of shares held by each Board Member and each key Executive as at 31.12.2022:
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
63
l. Sustainability Policy
The Group adopts and implements sustainability policies based on transparency, ethical business and respect for all stakeholders. They
focus on issues related to the creation of economic, social and environmental benefits throughout the value chain of the Company and
the Group Companies and to all stakeholders.
The concept of sustainability is developed in the Quest Group companies by promoting their corporate interest and competitiveness,
while at the same time it aims to create value, for the benefit of all stakeholders. The policy describes the individual commitments of
the Group regarding the following pillars:
• Corporate governance
• Market and Customers
• Human resources
• Environment
• Society
• Relations with Stakeholders.
2. BoD Committees
i. Audit Committee
The Ordinary General Meeting of 15-6-2022, decided, according to the provisions of article 44 of Law 4449/2017 and circulars no.
1302/28.4.2017 and 1508/17-7-2020 of the Hellenic Capital Market Commission, as follows:
Name No. of shares
Theodore Fessas 53.634.195
Eftychia Koutsoureli 27.074.187
Pantelis Tzortzakis 0
Apostolos Georgantzis 155.619
Markos Bitsakos 0
Nicolaos Socrates Lambroukos 21.000
Emil Yiannopoulos 0
Maria Damanaki 0
Ioanna Dretta 0
Nikolaos Karamouzis 0
Panagiotis Kyriakopoulos 0
Phillipa Michali 0
Apostolos Tamvakakis 0
Ioannis Paniaras 0
Eleni Aggloupa 0
Konstantinos Vogiatzoglou
0
Vassilios Giannopoulos
0
Luisa Grigorakou 0
Vasiliki Delistathi 0
Gerasimos Zournatzis 15.525
Athanasios Kapetsis 120
Dimitrios Kyriakopoulos 0
Konstantinia Pappa 0
Dimitrios Papadiamantopoulos 0
Evangelos Roussos 0
Alexandros Roustas 0
Rania Skordili 3.735
Haris Stefanouris 0
Eleni Christogianni 0
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
64
a. the Audit Committee will be a Committee of the Board of Directors, consisting exclusively of Members of the Board of
Directors,
b. the Audit Committee will consist of three (3) Independent Non-Executive Members,
c. The term of office of the members of the Committee to be appointed by the Board of Directors in accordance with § 1c of
article 44 of Law 4449/2017, as such is in force, will follow their term of office as members of the BoD, i.e., it will be for three
years commencing on the election of the BoD and will be automatically extended until the Ordinary General Meeting to be
convened after the end of its term, i.e., until the Ordinary General Meeting of 2025.
The members of the Committee were appointed according to resolution passed by the Board of Directors on 15-6-2022 in accordance
with article 44, § 1c, of law 4449/2017, as such is in force, in combination with circulars no. 1302/28-4-2017 and 1508/17-7-2020 of
the Hellenic Capital Market Commission. The members of the Audit Committee were proposed by the Nominations and Corporate
Governance Committee on 11-5-2022 from the members of the Board of Directors, who have sufficient knowledge in the field in which
the Company operates and meet the criteria of article 44, of law 4449/2017, as such is in force.
Following the appointment of the members of the Audit Committee by the BoD, the Committee was constituted into a body in order
to appoint its Chairman and Members.
Emil Yiannopoulos – President, Independent, Non-Executive Member of the BoD,
Panagiotis Kyriakopoulos – Member, Independent, Non-Executive Member of the BoD,
Philippa Michail - Member, Independent, Non-Executive Member of the BoD.
The Rules of Operation of the Audit Committee were updated according to the resolution of the Board of Directors passed on 15.7.2021
and have been prepared to ensure compliance with § 4 of article 10 of law 4706/2020, reflect the responsibilities of the Committee in
harmonization with law 4449/2017 "on mandatory audit of annual and consolidated financial statements and public supervision of the
audit work" (article 44), as amended by article 74 of law 4706/2020 and the relevant circulars of the Hellenic Capital Market Commission
(1302/28.04. 2017 and 1508/17.7.2020) and have been posted on the Company's website (https://www.quest.gr/el/the-
group/committees).
The preparation of the Rules, has taken into account the aforementioned, the Greek Code of Corporate Governance of the Hellenic
Corporate Governance Council adopted by the Company, the Company's Rules of Procedure, the applicable legislation and best
international practices.
The main mission of the Audit Committee is to support the Board of Directors in fulfilling its supervisory responsibility towards the
shareholders, the investors and other parties making transactions with the Company in general for monitoring:
➢ The completeness and integrity of the annual and consolidated financial statements of the Company.
➢ The effectiveness and efficiency of corporate governance, internal control, risk management, quality assurance and
compliance systems that have been established by the Management and the Board.
➢ The compliance of the Company with the, from time to time, applicable legal and regulatory framework, as well as with the
Code of Conduct and Ethical Behaviour.
➢ The audit function and the performance of the work of the external auditors regarding the statutory audit of the financial
statements.
➢ The evaluation of the internal control department which it supervises.
➢ The process of selecting the certified public accountants or auditing firms and monitoring their independence on an ongoing
basis.
In order to fulfil its goals, the Audit Committee has unhindered and full access to the information needed to exercise its responsibilities.
The executive members of the Board of Directors and the Management of the Company and Quest Group must cooperate and respond
to relevant requests of the Audit Committee. The Committee shall secure the resources necessary for the implementation of its work.
The budget of the Audit Committee is approved by the Board of Directors of the Company.
The Committee oversees, in addition to internal control, the other functions of the Internal Control System, in particular the risk
management system (with the reports of the Risk Management, Safety & Quality Division) and the regulatory compliance system (with
the reports of the Regulatory Department).
The Audit Committee in the year 2022 met sixteen (16) times in the presence of all its members. In the discussion of issues within the
competence of the Internal Control Department, the manager of the Internal Control Department was called.
In this context, the Audit Committee met four (4) times with the certified auditors of KPMG and discussed with them their audit
approach, the focus points of the audits (key financial statement risks) as well as the results of their reports.
Furthermore, in 2022 the Audit Committee within the framework of its responsibilities and in accordance with § 3 of article 44 of Law
4449/2017, and the relevant decisions of the Hellenic Capital Market Commission (resolutions no. 1302/28.4.2017 and
1508/17.07.2020) proceeded during the fiscal year 2022, inter alia, to the following:
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
65
a. Statutory audit monitoring and information of the Board of Directors about its results:
It monitored the process and the carrying out of the statutory audit of the company and the consolidated financial statements of the
Company, took into account the content of the supplementary report, which was submitted by its certified auditors and which contains
the results of the statutory audit performed and meets at least the specific requirements in accordance with Article 11 of Regulation
(EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014.
b. Financial reporting process
Monitored, examined and evaluated the process of preparation of the financial reporting, i.e., the mechanisms and systems of
production, the flow and dissemination of financial information produced by the involved organizational units of the Company, was
informed about the process and the schedule of compiling the financial information by the Management was also briefed by the
statutory auditors on the annual statutory audit program prior to its implementation, evaluated it and ensured that the annual
statutory audit program covers the key areas of audit, taking into account the main business and financial risk areas of the Company.
Moreover, with regard to the implementation of the above, the Audit Committee held meetings with the Management / competent
executives during the preparation of the financial reports, as well as with the certified auditors during the planning stage of the audit,
during its execution and during the stage of preparation of audit reports. It also took into account and examined the key issues and
risks that may have an impact on the Company's financial statements as well as the significant judgments and estimates of Management
during their preparation.
Furthermore, the Audit Committee was in timely communication with the certified auditors in view of the preparation of the audit
report, reviewed the financial reports prior to their approval by the BoD, in order to assess their completeness and consistency in
relation to the information that has been submitted to it as well as with the accounting principles applied by the Company and has
informed the BoD.
c. Independence overview of certified public accountants
Reviewed and monitored the independence of the certified auditors or the auditing firms in accordance with Articles 21, 22, 23, 26 and
27, and Article 6 of Regulation (EU) No 537/2014 and in particular with regard to the suitability of the provision of non-audit services
to the Company in accordance with article 5 of the same Regulation.
d. Procedures of internal control and risk management systems, regulatory compliance - Internal Audit Department and other functions
and actions
Internal Control System:
The Audit Committee monitored, examined and evaluated the adequacy and effectiveness of all Company policies, procedures and
control activities regarding on the one hand the internal control system and on the other the risk assessment and management, in
relation to the financial information (according to case c of § 3 of article 44 of Law 4449 / 2017 and resolution no 1302/28.04.2017 of
the Hellenic Capital Market Commission). In this context, it reviewed and submitted for approval to the BoD an amendment to the
Regulatory Compliance System, the Rules of Procedure of the Regulatory Compliance System, the Code of Conduct & Ethical Behaviour
and the Group's Financial and Non-Financial Reporting Policy.
The Audit Committee monitored the effectiveness of the internal control system, in particular as to the adequacy and correctness of
the financial and non-financial information provided, the risk management, the regulatory compliance and the corporate governance
code adopted by the Company mainly through the work of the Internal Control Department and of the certified auditors. It
recommended to the BoD, in accordance with the provisions of the policy and the evaluation process of the internal control system
(ICS) of the Company, the selection of a candidate evaluator, who carried out in accordance with the provisions of Law 4706/2020,
resolution no. 1/891/30.9.2020 of the Hellenic Capital Market Commission, and the Audit Framework of HAASOB the first periodic
evaluation of the ICS and the implementation of the provisions on corporate governance of Law 4706/2020.
With regard to the results of the above actions, the Audit Committee informed the BoD about its findings and submitted proposals for
the implementation of corrective actions, whenever this was deemed appropriate.
It also submitted to the Board the quarterly reports of the Internal Control Department with the most important issues and
recommendations of the Internal Control together with its comments (according to article 16 of Law 4706/2020).
Internal Control Function:
With regard to the internal control function, the Audit Committee monitored and inspected the proper functioning of the Internal
Control Department in accordance with the professional standards, as well as the applicable legal and regulatory framework and
evaluated the project, its adequacy and effectiveness, without, however, affecting its independence. It reviewed the disclosed
information regarding the internal control and the main risks and uncertainties of the Company, in relation to the financial information.
It evaluated the Manager of the Internal Control Department and collaborated with the Compensation Committee to determine the
bonus of the manager of the Internal Control Department. It was informed of the departure of an executive from the Internal Control
Department and worked with the Management to find a suitable executive in order to ensure that the Internal Control Department
has the necessary means, is adequately staffed with employees who have sufficient knowledge, experience and training, has no
restrictions on its work and enjoys the required independence.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
66
It was informed on the annual report of 2021 audit works and on the audit program of the Internal Control Department for the years
2022-2023 before its implementation and evaluated it, taking into account the main areas of business and financial risk as well as the
results of previous audits. It checked that the annual audit program (in combination with any relevant medium-term programs) covers
the most important areas of control and systems related to financial information based on the Company's risk assessment and
submitted relevant proposals and approved it and submitted it to the Board of Directors for approval. Finally, it was informed about
the requirements of the necessary audit resources as well as the consequences of limiting the resources or the control work of the
Internal Control Department (according to Article 15 § 5 of Law 4706/2020).
It held regular meetings with the manager of the Internal Control Department to discuss issues within his competence, as well as
problems that may arise from internal controls. It became aware of the work of the Internal Control Department and its reports (regular
and extraordinary) and is in regular contact with the manager of the Department.
Regulatory Compliance:
Was informed about the progress of the Company's annual Regulatory Compliance action plan (based on the Company's Regulatory
Compliance System), about the Periodic Reports (of the Company and the consolidated reports of the Group), about the regulatory
compliance for the first and second four-month periods of 2022, and about the progress of the Compliance Risk Assessments.
Risk Management:
Reviewed the management of the key risks and uncertainties of the Company and their periodic review through regular meetings with
the Management and the manager of the Risk Management Department. In this context, it evaluated the methods used by the
Company for identifying and monitoring risks, treating key risks by the internal control system and the Internal Control Department as
well as properly disclosing them in the published financial reports. The members of the Committee participate in the meetings of the
Risk Management Committee in order to assist it in including strategic risks in addition to operational risks in a more systematic manner.
Approved the updated Risk Register of the Group and was informed about the more efficient use of the electronic platform (Enterprise
Risk Management Software) by all companies in the ongoing process of automating the identification and evaluation of Strategic,
Operational, Financial and Non-Regulatory Compliance Risks as well as their mitigation actions.
Was informed about the periodic risk management reports and was further briefed by the Risk Management Director on the risk
assessment of the Risk Register by the Risk Management Committee.
Within the framework of the Corporate Governance System, as such was updated according to law 4706/2020, the Board of Directors
of the Company:
✓ through the Corporate Governance System and under the supervision of the Audit Committee, is responsible for ensuring
the effective operation of the Risk Management System, in all the Companies of the Group,
✓ ensures the effective operation of the Risk Management System, sets the basic risk limits for the Group Companies and
✓ gives basic guidance for the management of the Risk level for 2022, both to the CEO of QH, and to the CEOs of the Group
Companies and expresses its wish for the Risk Limits, in order to ensure, to the extent possible, the achievement of the goals
of the Group Companies and increase its value.
To this end, the members of the Committee were informed about the relevant Group Risk Appetite Statement for 2023, which was
prepared by the Risk Management Committee of the Company, was approved by the Audit Committee and was further submitted by
the latter to the BoD for approval.
Other functions and actions:
Was informed about the progress of the project "Planning Procurement Procedures Control Environment and suppliers’ payment
Procurement to Pay", as well as about the development of their integration in the policies and procedures of the Group
companies.
Was informed by the Group Chief Information Security Officer about the progress of cyber security activities, external security
assessments, internal security indicators, training of Group staff on information security issues, priorities and monitoring and the
security framework, as well as about the implementation of the information systems security plan, the Group's cooperation with
external partners on cyber security, and about strengthening of the Unit’s human resources.
Last, the Audit Committee has prepared and will submit to the shareholders at the forthcoming Annual General Meeting the
annual report for the 2022 fiscal year.
ii. Nominations and Corporate Governance Committee
According to its resolution passed on 15/06/2022, the BoD elected among its members, pursuant to the provisions of Law 4706/2020,
the HCGC, the Rules of Procedure of the Board of Directors and the Company’s Articles of Association the members that constitute the
Nominations and Corporate Governance Committee.
The Rules of Procedure of the Nominations and Corporate Governance Committee were updated according to the resolution of the
BoD passed on 15.7.2021, were prepared in harmonisation with the applicable legal and regulatory framework and in particular with
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
67
Law 4706/2020, Articles 10 and 12 and have been posted on the website of the Company (https://www.quest.gr/el/the-
group/committees).
The purpose of the Committee is to support and assist the Board of Directors of the Company in nominating its new members, planning
the succession of the existing Board members and evaluating the suitability and performance of the Board and its members in order
to ensure that the BoD has, on an ongoing basis, the appropriate balance of skills, knowledge, experience and diversity for the effective
fulfilment of its responsibilities and the promotion of the corporate interest. The Committee also supports the Board of Directors in
defining and supervising the implementation of the Group's Corporate Governance System. In addition, it may assist in the monitoring
of the succession plans of the top executives in the Quest Group Companies, if requested by the Company in its capacity as shareholder
of the Group Companies.
The Board of Directors may also delegate to the Committee competencies related to the nomination-selection of new and the
assessment of the top executives of the Company and the Group Companies according to the relevant policies and procedures of the
corporate governance system.
The Committee in the year 2022 met eight (8) times in the presence of all its members.
During the year 2022, the Nominations and Corporate Governance Committee supported the Board of Directors in:
(i) considering the revision of Policies/Procedures (Conflict of Interest Prevention & Management, Suitability Policy, Nominations
& Corporate Governance Committee Rules of Procedure),
(ii) nominating candidates to the Ordinary General Assembly of 15 June 2022 to be elected as members of the BoD, proposing the
composition of the new Board of Directors taking into account the Board Members' Suitability Policy, the provisions of the Law.
4706/2020, the Circular No. 60/2020 of the Hellenic Capital Market Commission and the Greek Corporate Governance Code, as
well as the type, number of members, term of office and composition of the new Audit Committee,
(iii) preparing the annual assessment regarding the fulfilment of the independence criteria of the members of the Board of
Directors,
(iv) preparing the award notice for a consultant who will undertake the task to evaluate the BoD and selecting such consultant,
(v) evaluating the Senior Executives of the Company and Group Companies and evaluating the Company's BoD,
vi) designing and monitoring an action plan based on the results of BoD evaluation,
vii) preparing the annual Corporate Governance Statement and forwarding it to the Audit Committee,
viii) monitoring the implementation of the Quest Group Corporate Governance System and reporting on the status of
implementation of the Corporate Governance System.
Last, the Nominations and Corporate Governance Committee prepared its annual report for the year 2022. The President of the
Committee participates in the meeting of the General Meeting, providing information to the shareholders regarding the activities of
the Committee, upon request.
iii. Remuneration Committee
According to its resolution passed on 15/6/2022, the Board of Directors elected among its members, pursuant to the provisions of Law
4706/2020, the HCGC, the Rules of Procedure of the Board of Directors and the Company’s Articles of Association the members that
constitute the Remuneration Committee.
The Rules of Procedure of the Compensation Committee were updated according to the resolution of the BoD passed on 15.7.2021,
were prepared in compliance with § 4 of article 10 of law 4706/2020 and reflects the Committee’s competencies in harmonisation with
article 11 of law 4706/2020 and articles 109 through 112 of law 4548/2018 and have been posted on the website of the Company
(https://www.quest.gr/el/the-group/committees).
The main mission of the Commitee is to:
➢ support and assist the Board of Directors in the preparation and amendment of the compensation policy submitted for
approval to the General Meeting according to articles 110-112 of Law 4548/2018,
➢ prepare proposals in relation to the salaries of the persons who fall under the scope of the above and the senior executives
of the Company in accordance with article 11 of law 4706/2020 (case b) as well as to fulfil its other responsibilities set out in
these Rules or in the applicable legislation,
➢ examine the content and information contained in the final draft of the annual compensation report, confirming that the
content of this report is compatible with the relevant compensation policy, and obtain a relevant opinion from external
auditors. The Committee submits its opinion to the Board, before submitting the report to the General Meeting.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
68
The Committee in the year 2022 met six (6) times in the presence of all its members.
During the year 2022, the Compensation Committee supported the Board of Directors in:
i. deciding on the remuneration of the Company BoD Members,
ii. deciding on the variable remuneration of executives (save senior executives) and employees for the years 2021 and 2022 and
on the variable remuneration of the Senior Executives of the Company and the Group Companies for the 2021 fiscal year,
iii. deciding on the salary and bonuses of the Manager of the Internal Control Department and the internal auditors,
iv. approving the Remuneration Report of the BoD members for the 2021 fiscal year,
v. amending the Compensation Policy for the Board Members.
Last, the Compensation Committee prepared its annual report for the year 2022. The President of the Committee participates in the
meeting of the General Meeting, providing information to the shareholders regarding the activities of the Committee, upon request.
iv. Sustainability Committee
According to its resolution passed on 15/6/2022, the Board of Directors elected among its members, pursuant to the provisions of Law
4706/2020, the HCGC, the Rules of Procedure of the Board of Directors and the Company’s Articles of Association the members that
constitute the Sustainability Committee.
The Rules of Procedure of the Sustainability Committee were prepared according to the resolution of the BoD passed on 15.7.2021 to
describe the role and responsibilities of the Committee in the context of the activities of the Company and the Group Companies. The
Greek Code of Corporate Governance of the Hellenic Corporate Governance Council that has been adopted as well as international
best practices have been taken into account in the drafting of the Regulation which has been posted on the website of the Company
(https://www.quest.gr/el/the-group/committees).
The Committee's main mission is to:
➢ support and assist the Board of Directors in setting out the strategy, goals and priorities for sustainability,
➢ cooperating with the executive management of the Company in matters of sustainability,
➢ monitoring on behalf of the BoD the implementation of the Company and the Group Companies’ strategy in matters of
sustainability as well as the implementing the activities and the achievement of the Company and the Group Companies’
goals on these matters,
➢ reporting to the Board of Directors on issues of sustainability and supporting the Board of Directors in the supervision of the
sustainability strategy in the Company and the Group Companies.
The Committee in the year 2022 met four (4) times in the presence of all its members.
During the year 2022, the Sustainability Committee supported the Board of Directors in:
i) informing about the completion of the ESG strategy planning, the identification of the strategic pillars and ESG targets, the
launch of the Quest Group ESG Transition Framework and providing input on the strategic pillars and ESG targets and related
adjustments to the Quest Group ESG Transition Framework
ii) providing information on the workshops conducted in the context of the project with Group executives regarding the specific
areas on which the implementation of the Group's ESG Transition Framework has focused; and
iii) assisting in supporting the implementation of the ESG strategy, the formulation of the Group's Integrated Reporting
Framework and the assessment and integration of ESG risks into the Group's risk register.
v. Strategic Planning Executive Committee
According to its resolution passed on 15/6/2022, the Board of Directors elected among its members, pursuant to the Rules of Procedure
of the Board of Directors and the Company’s Articles of Association the members that constitute the Strategic Planning Executive
Committee as follows.
1. Theodoros Fessas, President, Chairman of the BoD – Executive Member,
2. Apostolos Georgantzis, Member, CEO - Executive Member of the BoD,
3. Markos Bitsakos, Member, Deputy CEO - Executive Member of the BoD, and
4. Nikolaos Socrates Lambroukos, Member, Executive Member of the BoD, Managing Director.
The Strategic Planning Executive Committee is an information and coordination body for important issues of the Group, with the
responsibility of giving opinions on strategy and investments, monitoring the Group's activity and making recommendations to the
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
69
Company's Board of Directors on issues of particular interest to the Company and the companies in which it participates. In particular,
it coordinates and is informed on important issues of the Group, such as:
✓ Examination of important strategic issues, of the development framework, the strategic planning and the significant
investments of the Group. Submission of relevant proposals to the Board of Directors for decision.
✓ Examination of the budgets and business plans of all Group companies and monitoring of the course of their implementation.
✓ Monitoring of important Company and Group Companies projects.
✓ Monitoring non-controlling interests of the Group.
✓ Examination, when required, of the targets’ framework for all Group companies and their Managements.
✓ Monitoring risk management, crisis management and extraordinary important issues that arise in the Group companies.
✓ Examination of recruitments / dismissals of the group’s senior executives (CEOs).
The Committee in the year 2022 met six (6) times in the presence of all its members and supported the Board of Directors in:
i. Reviewing key strategic issues, the Group's development framework, strategic planning and major investments.
ii. Examining the budgets and business plans of all Group companies and monitoring of their implementation progress.
iii. Monitoring major projects of the Company and Group companies.
iv. Examining the goal setting framework for all Group companies and their Managements.
v. Risk management, crisis management and major contingencies arising in the Group companies, etc.
3. Administrative Committees
i. Group Management Committee
A Group Management Committee has been established and operates. The Group Management Committee consists of the following
executives of the Company and the Group Companies:
• the CEO of the Company, who chairs the Committee
• the Deputy CEO of the Company and the Group CFO
• the Company's Strategy Director
• the Human Resources Director
• The Managing Directors of the Group companies, in which the Company holds over 50% of the share capital.
The President may invite, Managers or executives of the Company or of the Group Companies, as the case may be, at the meetings of
the Committee. The Secretary of the Committee is the Director of Strategy and Business Development.
The main mission of the Committee is to:
✓ Examine and make proposals to the Company CEO for issues regarding strategy, risk management, finance, organization and
operation of the Group Companies,
✓ ensure the maximum coordination of Group Companies in a group spirit and the mutual information on the most important
issues of each Group Company and
✓ the effective promotion of the strategies, policies and decisions of the Company and the Group Companies.
The President may invite, Managers or executives of the Company or of the Group Companies, as the case may be, at the meetings of
the Committee. The Secretary of the Committee is the Director of Strategy and Business Development.
ii. Risk Management Committee
The Risk Management Committee consists of five (5) up to seven (7) regular members including, at least, the Group CEO, the Deputy
Group CEO, the Group CFO, the Group Risk Officer, the Company Strategy Director and the Internal Auditor and has as main mission:
✓ the integration of effective practices and risk management culture in the strategic planning, in the best decision making and
in the daily operation of the Company and the Group Companies,
✓ The systematic identification and evaluation of the essential risks of the Company and the Group Companies related to the
achievement of the strategy and the business objectives of the Company and the Group Companies, as well as ensuring the
adoption of adequate measures for their effective management.
Further information on the competencies and operation of the Committee is included in the Rules of Operation of the Risk Management
Committee, which constitutes an annex to the Rules of Procedure of the Company.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
70
9. Non-financial performance
The Report (Statement) of non-financial reporting contains information on all activities of Quest Group for the following thematic
aspects, defined by section 7 "Report (Statement) of Non-Financial Reporting" of circular 62784/2017 of the Ministry of Economy and
Development, according to the provisions of Law 4548/2018 (articles 151 & 154):
• Supply chain issues.
• Anti-corruption and anti-bribery issues.
• Respect for human rights.
• Labour issues.
• Social issues
• Environmental issues.
The Report presents relevant information on the disclosures provided for in Article 8 of the Taxonomy Regulation, as specified in Article
10 of Delegated Regulation (EU) 2021/2178.
The Report has been prepared taking into account the GRI International Standards in order to describe and manage the most significant
impacts of the Group and the relevant risks identified, taking into account how these risks are addressed through due diligence Policies
for the detection, prevention and mitigation of existing and potential adverse effects.
1. Business Model and Sustainability Management
Quest Group is currently active in dynamically developing sectors of the economy, with specialized companies, most of which are
among the top enterprises in their field in the Greek market and contributes to the digital transition and progress of the country,
while also participating in European development, with a vision of innovative value creation and guided by the principles of
Sustainable Development.
More specifically the Group is active in the distribution of IT products, telecommunications and air conditioning through the
companies Info Quest Technologies, Quest Οn Line (www.you.gr), iSquare, iStorm, FOQUS και Clima Quest and G.E. Dimitriou, in
the design, delivery and support of IT projects through Uni Systems as well as Team Candi and Intelli Solutions and in the postal
and courier business through ACS and renewable energy through Quest Energy. The Group is active in Greece, Cyprus, Belgium,
Luxembourg, Italy, Romania and Spain with local presence, while it provides its services Europe-wide.
Looking ahead in its future growth prospects, the Group is assessing new activities that could bring new opportunities through
synergies with existing activities but that will also address growing market demand in digital transformation, innovation and green
growth.
The Group is governed by the principles of Governance Law. In addition, internal regulations have been integrated into its
operations through manuals, codes, policies and processes that aim at transparency, responsible operations, collective decision
making in all activities that impact sustainable development. The Groups Organizational structure is presented below.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
71
The Sustainability and the continuous pursuit of "responsible business" are a strategic orientation and commitment of the Group
and are reflected in its vision, mission, and business strategy.
Given the Group's business model, the main areas that affect the Group's Sustainable Development are monitored and the risks
from the impact of its activities are examined.
During 2021-2022, Quest Group formulated its Sustainable Development strategy with a long-term focus on the material issues
of environment, society and governance (ESG). Through the ESG strategy, the Group seeks to link sustainable development to
the model of creating value and creating a sustainable future for all stakeholders and the wider society.
The ESG strategy is founded on four (4) strategic pillars - Environment, Employees, Responsible Business and Sustainable Products
and consists of 10 objectives that will add further value and diversity to Quest Group and enhance the transformation for the
growth and sustainability of the business model of the Group companies.
The 10 medium-term and long-term targets of the ESG strategy of Quest Group
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
72
The Group, based on the above ESG pillars and goals it has developed, aims to successfully implement:
• The transformation, organization and improvement of the Group and its companies in order to transition to a more sustainable
future. The transformation will set new foundations by positively impacting working conditions, stakeholders and society in
general as well as environmental protection.
• The development of competitive advantages that will in turn lead to increased innovation in terms of the services and solutions
provided, driven by the needs and requirements arising in the market.
• The alignment with legislative requirements and regulations relating to sustainable development and successful transition to
new competitive conditions.
• The development of a strong intra-group culture in line with market objectives and requirements in order to enhance its
competitiveness, attract human resources and create an environment based on coherence, diversity, inclusion and equal
opportunities.
• The strengthening of the reputation and image of the Group and its companies in order to meet the expectations of
stakeholders and young people, who seek an open working environment that gives them the opportunities to contribute with
their work to the progress of innovation.
More information on the Group's ESG Strategy as well as the Sustainable Development Business Model <IR> is included in the
most recent Quest Group Sustainable Development Report 2021 ( https://www.quest.gr/).
2. Corporate Governance and Sustainable Development Management
Quest Group has recognized modern Corporate Governance as a central pillar of its development and its transformation from a
family business to a major, professionally managed business Group. Therefore, it attached and still attaches great importance to
compliance with the applicable legislation, to the adoption of Hellenic Corporate Governance Code 2021, to the composition and
effective operation of its BoD, to the participation of a large number of independent members in the BoD, to the operation of
the BoD Committees, to the existence of detailed and constantly updated internal operating regulations, to the existence and
adoption of modern policies, to sustainability, to its system of principles and values and, above all, to the creation and continuous
development of an excellent working environment and the development of the employees in the Group.
Quest Group applies principles and best international practices of Corporate Governance, aiming at the effective internal
dissemination of the Corporate Governance system, its adoption by the entire ecosystem of the Quest Holdings and its
subsidiaries, its monitoring and continuous evaluation and development based on regulatory compliance requirements and
international best practices, the responsible operation of the Group, the safeguarding of the interests of Shareholders and
Stakeholders, transparency, fostering competitiveness, the long-term viability of its companies and the creation of sustainability
for the Group.
Quest Group's corporate governance system complies with Greek legislation, the HCGC and international best practices. The
Board of Directors is the highest management body of the Quest Group of Companies and is responsible for the management of
the company, the management of its assets and the attainment of its objectives. Moreover, and in cooperation with the
management of the subsidiaries, it has the ultimate responsibility for the Group's strategy and for setting the Group’s priorities,
general principles, and policies.
The Group has established the Sustainability Committee, which provides support to the Board of Directors and Management on
Sustainability issues, in particular with regard to strategy planning, coordination of the companies, definition of the necessary
performance indicators and its monitoring.
The management for Sustainable Development issues as outlined in the Sustainability Policy is coordinated by the Group ESG
Manager, who also provides support to the Sustainability teams of the Group companies for the implementation of the ESG
Strategy and for the co-ordination, data collection and presentation of all sustainability and non-financial reporting. The ESG
Department forms part of the Corporate Communications Directorate, reports to the Group's Management and works closely
with the Sustainability Committee.
2.1 Policies and Corporate Governance Systems
Quest Group's corporate governance system consists of a web of codes, regulations, policies and procedures, which ensures
compliance with applicable legislation and the incorporation of best and effective governance practices that add value to its
operation and growth into the Group's culture. They cover all critical areas of the companies' operation and development, in the
areas of Governance and Compliance, Risk Management, Operations, Human Resources, Protection of Personal Data,
Infrastructure Management and Physical Security.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
73
As part of effective Corporate Governance, Quest Group implements a comprehensive internal control system in accordance with
international standards and the applicable regulatory framework. Furthermore, the Group has implemented a specific tool to
monitor the implementation of the Corporate Governance System in order to achieve coordination of individual actions. In 2022,
new Policies and Procedures were revised and established, such as, by way of indication, the Policy against Violence and
Harassment, the Code of Behaviour and Ethics, the Regulatory Compliance System, etc. Moreover, in order to comply with Law
4990/2022, the process of updating the whistleblowing framework has been initiated. In addition, the updating of the
Environmental Management, Human Rights and Diversity, Equality and Inclusion Policies is underway.
The Group adopts, in terms of quality management and operation of the companies, the Total Quality Management approach,
with the aim of ensuring good business results on a stable and permanent basis.
2.2 Risk Management System
All Group companies systematically manage risks by following the Risk Management System and applying Risk Assessment and
Management Procedures, in accordance with the guidelines of ISO 31000 Risk Management and the COSO ERM Integrated
Framework. The implementation of the Risk Management System is coordinated by the Risk Management Committee of Quest
Holdings. The System is supervised by the Audit Committee. It is managed through an ERM platform.
In 2022, quarterly and annual risk reviews of Quest Holdings and its major subsidiaries were conducted. The annual review
included a thorough review of risks and mitigation actions, involving risk owners, risk managers, the Management Committees,
the Risk Management Committee and the Audit Committee. Significant risks were discussed at the BoD. ESG objectives were
added to the corporate goals, which may be threatened by risks, and relevant risks were recorded. Risks - in the vast majority of
cases - are controlled by relevant policies/procedures and/or mitigated by appropriate actions.
No critical risks related to accidents and emergencies that could have significant environmental and external impact were
identified by the Group as part of the assessment.
2.3 Stakeholder Engagement and Material Issues
The Group's Management recognises and focuses on key Sustainable Development issues, using international standards as a
reference framework such as the UN Sustainable Development Goals (SDGs), as well as national standards and initiatives such as
the Greek Sustainability Code.
In early 2022 Quest Holdings became a member of the United Nations Global Compact (UNGC) and the UN Global Compact
Network Hellas with a commitment to the 10 Principles of the UNCG on Human Rights, Labour, Environment and Anti-Corruption.
Since 2014 the Group has published an annual Sustainability Report for all Quest Group companies and additionally separate
reports for the four largest companies of the Group (Info Quest Technologies, Uni Systems, iSquare and ACS) in accordance with
the international GRI Standards.
The Report was prepared in agreement with the Global Reporting Initiative (GRI) standards, core option, the standard AA1000AP
(2018), while, it also includes selected, basic, advanced and sectoral indicators of the ESG 2022 Information Disclosure Guide
issued by the Athens Stock Exchange. In addition, there has been an external party verification of the contents, selected GRI and
ATHEX indicators of the Report by an independent external body [TÜV HELLAS (TÜV NORD)] regarding compliance with the above
standards and disclosure information. In order to verify compliance with the requirements of AA1000AP (2018), the provisions
of the AA1000 Assurance Standard (AA1000AS v3) guide were followed.
Quest Holdings is included among the Greek listed companies of the ATHEX ESG INDEX of the Athens Stock Exchange, which
monitors the stock market performance of listed companies that adopt and promote their environmental, social and corporate
governance (ESG) practices.
According to the Group's Sustainable Development Strategy, reflected in the three pillars "Technology, Innovation,
Entrepreneurship", its companies analyse opportunities and risks related to their economic, social and environmental impacts
and strategically position themselves to manage them, through specific actions for which the Group sets specific measurable
targets, which it monitors on an annual basis, in order to evaluate its risks and take corrective actions.
In this context, in consultation with the key stakeholders the main impact related to the activities of the Group companies, which
affect the stakeholders, communities, markets in which the subsidiaries operate, as well as the natural environment have been
identified and prioritized. Group stakeholders include Shareholders, Employees, Customers, Suppliers / Partners, Commercial
Network / Agents, Media, Institutional / Regulatory Bodies, Financial Bodies / Investment Community, Business Community,
Social Bodies / NGOs.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
74
The most recent stakeholder consultation, in relation to the prioritization of the main issues of both the parent company and the
companies Info Quest Technologies, Uni Systems, iSquare and ACS, took place in 2022.
The issues that emerged as material in the last materiality analysis are as follows:
Corporate Governance / Market Issues:
• Creation of economic value, company performance with corporate responsibility
• Protection of critical information systems and ensuring business continuity
• Protection of personal data and customer privacy
• Ensuring business ethics and anti-corruption
• Compliance with regulatory authorities
Social Issues / Labour Issues:
• Ensuring the health, safety and well-being of employees
• Employee development and training
• Support of digital transformation and modernisation through the provision of innovative products and services
• Digital transformation of the State
• Development of systems, technologies and services for transformation
Environmental Issues:
• Material issue that was included due to its high importance to Management and alignment with annual sustainability
reporting : Reduction of energy consumption and greenhouse gas emissions.
Respectively, the subsidiaries Info Quest Technologies, Uni Systems, iSquare and ACS have prioritized the material issues of
sustainable development, based on their business model, which are presented in detail in the Sustainability Report of each
company.
Quest Group sets annual goals for the material issues of Sustainable Development and plans and implements specific actions
accordingly in order to achieve them, setting specific indicators for their monitoring. The Management of each company, in
collaboration with the Sustainability Committee of the Group, has the responsibility of monitoring and coordinating the
implementation of the objectives.
More information regarding the main issues per stakeholder group, as well as the manner to respond to and evaluate the new
material issues, will be available in the Annual Sustainability Report of the Group(www.quest.gr).
3. Management of supply chain issues
Quest Group companies are part of a large supply chain of products and services that connects international manufacturers and
service providers with partners and customers.
The subsidiaries of the Group, given their leading position in the market and the continuous focus on the provision of state-of-
the-art products and services, select reputable suppliers, mainly on the basis of their good fame and reputation in the respective
market. By way of indication, the largest suppliers of the Group include the companies Microsoft, Apple, Xiaomi, HP, HPE, IBM,
Dell, and Cisco.
In 2022 two Group companies received the ECOVADIS certification from the acclaimed international organization that promotes
sustainable practices in the supply chain, in particular Info Quest Technologies received the Silver Certification and ACS received
the Bronze Certification.
3.1 Supply chain due diligence and other policies
For Quest Group, the sustainability of the supply chain plays a key role in the selection and cooperation with suppliers.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
75
As a consequence, the quality, reliability and support of these products and services, as well as their social, and environmental
impact, are affected by the ability of suppliers and partners to successfully meet the standards they set, as detailed in the Group's
Supplier Code of Conduct, which is posted on all company websites. These standards relate - among others - to labour and human
rights issues, confidentiality, unfair competition, governance, etc. The selection and evaluation methodology applied by the
companies has led to excellent and long-lasting partnerships.
Moreover, the Group has a Supplier Policy, Standard Procurement and Supplier Payment Procedures and Code of Conduct to
ensure the proper supply chain management. The Group assesses its suppliers annually in accordance with ISO 9001:2015 and
the Supplier Code of Conduct.
3.2 Results of the above policies and non - financial performance indicators for the supply chain
In companies with many suppliers, such as Info Quest Technologies an evaluation is carried out, through a specialized application,
- on an annual basis – on 80% of suppliers, using evaluation indicators and criteria related to commercial issues, while every 3
years an evaluation is performed on 100% of suppliers. Since 2017, the Group records - in the context of supplier evaluation -
their policies on issues related to Sustainable Development and work practices, in accordance with the Principles of the UN Global
Compact and the Supplier Code of Conduct (https://www.quest.gr/el/the-group/policies).
The objective of the Group's new ESG Strategy is to evaluate the largest suppliers of the Group's companies based on ESG criteria
by 2025. To achieve this goal, an evaluation mechanism will be established, a scoring and progress system will be developed and
training will be conducted for suppliers wherever there is a need.
4. Anti-corruption and anti-bribery
The relations of Quest Holdings S.A. and Quest Group companies with third parties, as well as the relations between the Group's
employees, are governed by a framework of solid principles and values as such is specifically set out in the Group's Code of
Behaviour & Ethics.
Non-negotiable observance of the framework of values and compliance with the applicable legislation of Greece and the
countries in which the Group operates, is a condition and a guarantee of impeccable conduct in terms of ethical conduct.
The Group Companies follow good business practices based on transparency, integrity and reliability.
4.1 Due diligence and other anti-corruption and anti-bribery policies
Regulatory compliance creates broader positive impacts on the sustainable growth of Quest Group, particularly in terms of
contributing to a strong business environment and supporting strong institutions that promote progress and growth. Quest
Holdings S.A. and its major subsidiaries aim to comply in a timely, complete and continuous manner with the, from time to time,
applicable requirements of the regulatory and legislative framework governing their operations, as well as the applicable Policies
and Procedures, such as the Group Code of Behaviour & Ethics and the Anti-Fraud Policy, based on relevant decisions of the
relevant corporate bodies.
Any deviation of its companies from the principles and ethical practices is unacceptable, as it puts at risk the good reputation,
credibility and thus the results of both the companies and the parent company. With the same philosophy and approach, the
methodical application of responsible and healthy competition and anti-corruption and anti-bribery practices based on
transparency, integrity and reliability is implemented in all activities.
The Quest Group Code of Behaviour & Ethics sets out the commitments and rules of conduct regarding the principles and rules
that should govern each area of activity of the Group's companies, as well as the relationships between each company, its
employees and all stakeholders. In particular, the Anti-Fraud Policy provides the direction for the proper handling of cases of
fraud. This Policy will be updated in the year 2023.
The Group operates a Compliance Unit and implements a Compliance Management System -as part of the Internal Control
System- at the parent company Quest Holdings S.A. and its key subsidiaries under the guidance and supervision of the Group
Compliance Officer.
Local Compliance Officers have been appointed in the significant subsidiaries of the Group.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
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The purpose of the Compliance System is, on the one hand, to establish the overall framework for the prevention, identification,
recording, assessment and response to compliance risks (e.g., fraud, corruption, bribery, unfair competition) and, on the other
hand, to clearly define the appropriate actions and tasks of the competent executives for its implementation.
As part of the implementation of the Compliance System, full documentation and management records of the above issues are
kept. Each Group company operates on the basis of a specific approval process, thus ensuring transparency, information and
proper management.
The Group has a Whistleblowing Procedure and a mechanism for managing complaints and communication channels, according
to which the employees of the companies must report any incident, which they believe is contrary to the Code of Conduct and
Ethical Behaviour and may constitute a case of fraud, corruption or bribery. The report can be made by the employees to the
Compliance Officer of the company and / or to their Manager. Each executive in case of receiving a complaint shall inform the
Compliance Officer. The informants are protected from any adverse action against them as a result of their report. All reports are
recorded in a relevant file and are investigated, so that the Management of each Company, can take the necessary action as
appropriate.
The above Procedure is currently being updated, in compliance with the new Law 4990/2022 on the protection of persons
reporting violations of EU law.
At the same time, with the support and provision of appropriate tools from the Company Managements and through experiential
learning, in the context of relevant programs of the Human Resources department, the principles of ethics we have adopted, are
promoted to all employees and integrated into their daily work and culture.
4.2 Results of the above policies and non-financial anti-corruption performance indicators
Indicators - Goals for 2022
Result of the year
Implementation and execution of the Regulatory Compliance
System in Quest Holdings and its major subsidiaries (be way of
indication: conduction of a regulatory risk assessment,
regulatory compliance plan for the year 2023).
Achieved
Update of the Group's Code of Conduct and Ethical Behaviour.
Achieved
Campaign to inform all Group staff of the Group's Code of
Conduct and Ethical Behaviour.
Achieved
5. Respect for human rights
Part of the strategy and culture is to attract and retain competent people through good HR management, as well as to eliminate
potential risks that may be related to human rights at work, the health, safety and well-being, employee training and
development, and communication between employees and Management.
5.1 Due diligence and other policies on human rights, results of policies and non-financial performance indicators
Human capital has been recognized as the main asset of value creation for the Group. The Group and its companies observe
Greek legislation, which includes in its requirements, international directives concerning labour matters. At the same time, the
Group has enacted Policies and a comprehensive framework for the management of Human Resources, which promotes
transparency.
The creation of a culture of inclusion, diversity and equality is a cornerstone of the Group's culture and is consistent with its
principles and values. The establishment of a corresponding objective through its ESG Strategy reinforces its commitment to
continuous improvement in order to empower its employees. The Group is committed to creating an Equality and Inclusion Policy,
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
77
designing programs that promote inclusion, equal opportunities and equal rights and further developing its initiatives for working
parents and carers by 2025.
The way the Group manages human rights issues and the impacts resulting from such management are presented in the following
sub-sections.
5.1.1 Human rights
Quest Holdings has established a Human Rights and Diversity Policy that expresses Management's commitment to protect the
human rights of stakeholders (employees, customers, suppliers, partners, etc.) and to support diversity at all management levels
in the Group companies.
As a member signatory of the UN Global Compact, Quest Holdings adopts the 10 Principles of the UN Global Compact, which
include, among others, Principles on Human Rights and Labour and specifically on issues related to: Elimination of discrimination,
Freedom of association, Elimination of forced labour, effective abolition of child labour, Work-life balance.
The Group also has an Anti-Violence and Harassment Policy with the guidelines of the new Law 4808/2021, which aims to create
and consolidate a working environment in which there is respect for the human person, to promote and safeguard human dignity
and the right of every person to a working world free of violence and harassment of any kind, as well as to raise awareness in the
parties involved and to take measures in this direction.
5.1.2 Equal opportunities and non-discrimination
The Group, based on its Policies, provides equal opportunities to all employees and potential employees. Under no circumstances
is there any discrimination in any matter, including issues of diversity, or non-equal treatment in employment and work, including
age, gender, sexual orientation, religion, etc. The principle of respect is fully supported, professional development of women is
encouraged, equal opportunities in terms of remuneration and career development are provided. In addition, full and effective
participation and equal opportunities for women to take on leadership roles at all levels of decision-making processes are
ensured.
The objective of the Group's ESG Strategy until 2025 is to implement an equal pay study to identify unjustified pay differences
between the same job positions and and to address any discrepancies in a timely manner.
At the same time, in 2022, Group executives (Diversity Ambassadors) participated the 8-month Target Gender Equality training
programme of the UN Global Compact Network, aimed at promoting gender equality in business through benchmarking of good
practices.
5.1.3 Freedom of Association
In accordance with the Group's Principles, Values, Policies and Rules of Procedure, the freedom of association is in no way
impeded. ACS has two labour unions (Athens and Thessaloniki).
5.1.4 Forced Labour
Individual Contracts of Employment are signed with the Group companies, which exceed the minimum requirements of the
collective bargaining agreements, while ACS also has in place a Corporate Collective Labour Agreement (concerning
approximately 24% of all Group employees, while the remaining 76% approximately is covered by an Individual Contracts of
Employment). With the exception of ACS, which applies a Corporate Collective Labour Agreement, the other companies are
bound by the minimum legal wage, while Quest Holdings and Uni Systems, are members of the Hellenic Federation of Enterprises
and are bound by the National General Collective Labour Agreement and the respective collective agreements in force.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
78
5.1.5 Child Labour
There is zero tolerance for any form of child labour in the Group, as well as in the wider environment of its partners and suppliers.
5.2 Results of the above policies and non-financial performance indicators for Human Rights
Indicators - Goals for 2022
Result of the year
Zero complaints or grievances reported in the complaint
management system related to human rights violations or to
any to any issue of forced or child labour
Achieved
6. Labour Issues
Human capital are a key investment factor for Quest Group and an accelerator of its growth. The Group currently employs more
than 2,500 people and continues to create new, quality jobs every year, while part of its staff works abroad, and in many cities
and islands in Greece.
At the same time, it applies a strong corporate governance model, aiming to create a modern working environment for its
employees, which respects their personal needs, their well-being, and personal and professional life balance, while it continues
to set specific goals and commitments for inclusion & diversity and equal treatment of employees.
6.1. Due diligence and other policies on Labour Issues
The Group and its companies comply with Greek law, which includes in its requirements international directives on labour issues.
The Group has established Policies on Labour Relations, Recruitment, Training and Development, Performance and Talent
Management, Succession, as well as a Remuneration and Benefits Policy, creating a comprehensive framework for the
management of Human Resources, which promotes transparency. The Group implements a job position evaluation system and
has linked positions with salary scales and benefits, depending on the remuneration data and practices resulting from market
surveys. On an annual basis, following the Evaluation Process which includes predefined criteria, a review of the grading/seniority
of employees is carried out.
6.1.1 Composition of Human Resources
Quest Group's total Human Resources amounted to 2.599 employees as at 31/12/2022, an increase of 11,6% compared to 2021.
Quest Group Human Resources 2020-2022
As at 31/12/2020
As at 31/12/2021
As at 31/12/2022
Men
1.685
75%
1.697
73%
1.848
71%
Women
571
25%
632
27%
751
29%
Total
2.256
100%
2.329
100%
2.599
100%
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
79
In 2022, a new company, GED Dimitriou, was acquired by the Group and increased the number of employees by 75.
The composition of the Group's Management Bodies is detailed in the Group's Sustainable Development Report (www.quest.gr).
6.1.2 Provision of timely and Competitive Remuneration / Benefits to Employees
The Group constantly evaluates market conditions and offers its employees competitive remuneration. All jobs are evaluated and
graded based on the relative importance of their evaluation factors, in order to ensure internal equality and prevent
discrimination. At the same time, they are compared to the market, so that the range of their remuneration is competitive and
enables the recruitment of capable and talented candidates.
All Group companies ensure that they are punctual in their obligations to employees and that payroll is paid on specific dates,
without delays.
In addition, a wide range of benefits is linked to each position and frames its overall remuneration package, so that companies
are the employer of choice for candidates, as well as for the employees themselves. By way of indication, fixed-term employees
enjoy the following benefits:
• Medical Programme (staff and protected Members).
• Group Retirement Programme (voluntary program for the level Managers and above).
• Provision of Company Car & fuel (based on level and job position) – According to the new policy of the Group, employees
are given incentives to choose hybrid and electric cars.
• Parking space (based on level and availability in the building).
• Corporate Mobile Phone Connection (depending on the job position).
• Loans
• Check Up Program (for the level Managers and above).
• Wedding gift, Child birth gift and Child gift upon admission to university, polytechnic.
Employees with an employment contract of indefinite term and fixed term receive the following benefits:
• Free Drinks.
• Discounts on Group Products and Services.
• Psychological Counselling Programme, Gym and Fitness Programs.
6.1.3. Health, safety and well-being of Employees
Promoting a healthy and safe environment that enhances well-being is a priority for all Group companies.
Health and safety issues are described in detail in the Health and Safety Policy, as well as in the Physical Security Policy. Full
compliance with Greek legislation, regular maintenance of facilities, upgrading of workplaces, organisation of regularly trained
fire protection and first aid teams in all buildings, disaster preparedness exercises (e.g., earthquake, first aid) and employee
information, are key actions implemented as a result of these Policies.
The ESG strategy includes the goal of keeping the Lost Time Injury Frequency Rate (LTIF) below 2.3 and the Total Recordable
Incident Rate (TRIR) below 1.2 for the Group's employees by 2030. As main implementation actions, this goal includes monitoring
of indicators and annual progress, as well as training in health and safety management.
In 2022 Uni Systems was certified with ISO 45001:2108 for its health and safety management.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
80
6.1.4. Employee training and development
The Group has established a Development and Training Policy, to ensure the way in which employees develop and are trained in
all its companies. The implementation of the procedures arising out of this Policy form part of the System of Procedures and
Policies of the Group companies.
The Group has a special Training & Development Department, which in a structured and organized way, designs and implements
a broad programme for all levels of staff. Specifically, the training and development program of the Group includes:
• Development of administrative skills.
• Technical and Vocational training.
• Specialized training and certification programs, based on recognized needs.
• Specialized program for High Potential (talents) employees of the Group. The programme is a set of actions aimed at
developing and / or further strengthening leadership skills, strategic thinking and organizational culture.
The ESG Strategy's target includes a 10% increase in employee training hours by 2025.
The individual objectives of the Training & Development Department of the Group are:
• the development and empowerment of employees with the values, behaviours and skills required in order to successfully
respond to the strategic goals of the Group,
• the utilization of Human Resources systems and processes for the continuous strengthening of a high-performance culture
with emphasis on meritocracy and cooperation,
• the planning and implementation of actions that enhance the well-being and connection between the Group's employees
Quest Group Employee Training
Employee Training (hours) 2020 - 2022
2020
2021
2022
Total man-hours of
training
17.709
22.094
40.234
Average number of man-
hours of training per
employee
7,87
11,17
19
Total expenditure on employee training in 2022 amounted to €496.278 compared to €287,521 in 2021, an increase of 72,6%.
The Quest Mini MBA programme is implemented every two years. It has been designed by ALBA, exclusively for the needs of the
Group, with the aim of upgrading the quality of human resources with knowledge required in the new business environment and
the development of a broader strategic vision. Every two years, selected employees are trained in topics such as change
management, innovation, strategy formulation, finance, management, marketing, etc. and are equipped with knowledge that
adds value to themselves and the Group. The 5th round of Quest Mini MBA took place in 2022 with the participation of 37
selected executives from all Group companies.
In 2022, the 2
nd
cycle of the Talent Management Moving Forward Program, a comprehensive programme for high potential
employees that includes collaboration and mentoring platforms, was implemented and completed.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
81
At the same time, in 2022 an enriched training programme was implemented for the Group's employees on important issues of
responsible business such as Cybersecurity, Compliance, Governance, ESG and Anti-Violence and Harassment, which support the
empowerment of employees and the protection of the Organization.
In summary, training sessions were offered to the Group's employees in 2022 as follows:
• 3.448 linkedin e-learning hours and 3.856 technical e-learning hours (Pluralsight & Udemy)
• Leadership programme to supervisors – 41 executives
• 5
th
cycle of Quest Mini MBA: 126 hours / 37 participants
6.1.5. Well-being and Balance between professional and personal life
The Group systematically encourages employees to maintain a balance between their professional and personal lives and to this
end it organises and implements various activities aimed at improving the daily life and well-being of employees.
In order to actively assist in this direction, by way of indication, a gym operates in a Group building, Pilates and Yoga classes are
held in two buildings, runners participating in the Athens Classic Marathon are coordinated centrally, seminars on various topics
are held and "wellness days" are implemented throughout the year.
Specifically, an employee survey on wellness was conducted in 2022 and as a result of this, a campaign dedicated to wellbeing
was carried out in the last quarter of 2022, which included multiple actions to enhance positive psychology, stress management,
the recognition of nutrition in wellness and the recognition of giving to others as a means of happiness.
The programme was very well received by employees, and is continuing and similar wellbeing actions will also be implemented
in 2023.
As a result of the employees' priorities shown by the wellbeing survey, Group companies continue, after the COVID-19 pandemic,
to offer the possibility of working from home (hybrid working) on some days of the week to most of the Group's employees, as
well as other possibilities that also incorporate wellbeing into the way of working, such as the implementation of flexible working
hours and the possibility of leaving earlier during the summer (from Friday 15 July to 31 August), etc.
At the same time, actions are implemented that strengthen volunteerism and cooperation, such as the charity Christmas bazaar,
whose proceeds are donated to the Mitera Foundation, the collection of goods for Foundations and fellow human beings in need,
etc.
In 2022, the Group's cooperation with EAP HELLAS was renewed, which involves a psychological support programme - telephone
communication and individual sessions - for employees and their family members.
6.1.6. Communication between employees and management
The Management of the Group seeks the regular information of the employees, as well as the timely warning in matters of
important changes, in areas such as, health, safety and well-being, organizational and business changes. The issue is managed
through the following mechanisms, practices and actions:
• Internal communication and information network (Intranet). From 2022, a new renewed intranet platform was
designed and implemented to strengthen the Group's Culture and improve internal communication and information
(to be completed by mid-2023).
• Microsoft Teams communication platform for ongoing interaction and communication with employees.
• "Orion" Electronic System for Organization and Service of Human Resources.
• "Living our Values" programme, for the experiential promotion and understanding of the principles and values of the
Group and the creation of a unified culture.
• Regular institutionalized meetings of the Management with the employees
• Employee Satisfaction Survey (every 2 years). The last survey was conducted in November 2021. Employee participation
reached 60%. The survey showed a very high satisfaction rate in Occupational Safety (93%) and Work (88%). The survey
will be repeated in 2023.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
82
6.2 Results of the above policies and non-financial performance indicators on Labour issues
Indicators - Goals for 2022
Result of the year
Health and safety indicators for the Group's employees
LTIF < 2,3
ΤRIR < 1,2
Achieved
> 2.5% increase in training hours for employees by 2022
Achieved
7. Social issues
With the guidelines of the ESG strategy for the "responsible business" pillar, the Group understands and meets its obligations to
society through a set of policies and procedures that shield its operations in terms of information and systems security, business
continuity, customer protection and through its activities to promote Innovation and Digital Transformation.
At the same time, it also assists and strengthens Society through its targeted offer and actions in areas that it can help and
influence significantly.
7.1 Due diligence and other policies on Social Issues
7.1.1 Customer service, satisfaction, health and safety
Customer service and satisfaction is one of the main components that can guarantee the long-term course and success of the
Group, being an element of differentiation, a pillar of development and a springboard for progress. The expected level of
customer satisfaction and service is achieved through:
• The continuous investment in the provision of innovative solutions, products and services.
• The continuous improvement of infrastructure leading to business excellence.
• Strict quality control to meet the specifications of products and services, in terms of health and safety of customers.
• Environmental protection measures, according to the ISO 14001 standard and pursuant to European directives and
guidelines.
• The complete and responsible information of customers, through a set of policies, principles, commitments and procedures,
according to the ISO 9001 standard and the relevant Quality Policy developed by the Group.
The companies of the Group have multiple tools for measuring customer satisfaction, such as a system for recording and
managing complaints, customer satisfaction surveys, access to surveys conducted by suppliers, etc. By way of indication the
following is mentioned:
• Info Quest Technologies monitors indicators such as partner and consumer satisfaction, ease of access to the call centre,
customer service time at Service,
• QuestonLine (you.gr) conducts an online customer satisfaction survey,
• iSquare conducts an annual consumer satisfaction survey,
• ACS monitors customer complaints and conducts an online customer satisfaction survey,
• Uni Systems conducts an annual quality customer survey and monitors complaints.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
83
The data are recorded, in accordance with the Procedures of the Quality Assurance System, on the basis of which an internal
inspection is carried out - on an annual basis, as well as an inspection by an external body. It is worth noting that each company,
depending on its scope, has set indicators to measure customer satisfaction, maintains an electronic track record, while there is
a systematic achievement and continuous improvement of objectives. Indicative results are available in the Annual Report of
Sustainable Development of the Group.
Companies also maintain a complaint management mechanism in accordance with ISO 9001 Quality System Procedures.
Complaints are collected from electronic forms available on the websites or by phone, are recorded by the recipient, are then
communicated to the head of the Quality department, who undertakes, together with the respective competent employees, the
communication with the customer and the written response to him.
7.1.2 Development and innovation in sustainable services and products
Being a pioneer always, Quest Group has recognised early on the importance of a commitment to innovation and what it means
for the future of business. Part of the Group's strategy and constant ambition is to promote innovation and integrate it into
business operations.
As part of the ESG Strategy, the Group is committed that more than 6% of the Group companies' revenues will come from
sustainable products and services by 2025 with a positive impact on the environment and Society.
7.1.3 Digital transformation
Digital transformation is a continuous pursuit of the Group's companies and is directly linked to their Sustainable Development.
Since 2022, the implementation of the agreed 5-year Strategic Plan (2022- 2026) has commenced, which includes an emphasis
on digital transformation, new partnership frameworks and innovative solutions and approach. The strategy focuses on growth
and development in five digital areas (cloud, managed services, data & analytics, cybersecurity and customer experience) as well
as special interest areas (Greek public sector, European Union organizations and finance/banking).
7.1.4 Information security and business continuity
A key factor and a prerequisite for the development of the Group's companies is the existence of a safe working and creative
environment.
Since the production, management, transmission and storage of any kind of information is an important value and a factor of
development, it requires appropriate protection and assurance. This need becomes particularly urgent in the modern, complex
and interconnected business environment in which the Group companies operate, where information is exposed to threats and
vulnerabilities that are constantly increasing in number and variety.
As part of the Group's ongoing commitment to providing the best possible experience for both its employees and customers, it
sets high goals for a "safe" environment in the physical and digital world.
To this end, it implements and adopts appropriate organisational and technical protection measures. A key part of the
organisational measures is the implementation of the Group Information Security Policy, which applies to all employees and
partners of the Company.
The Information Security Policy provides the direction for the protection of data managed by the Group companies, providing
guidance in relation to how information is organised and processed. The Policy consists of a set of rules that define how
information resources are managed and protected. These rules define the role, responsibilities, authorities, responsibilities and
duties of each party involved.
The goal of the Security Policy is to establish a framework of general guidelines for ensuring the confidentiality, integrity and
availability of information generated, circulated, stored and generally processed, the implementation of which ensures an
acceptable level of Security in relation to the Group's risk profile. Due to the increasing risks in the internal and external operating
environment of the Companies, a continuous, systematic and methodical risk analysis has been established.
The development of secure information infrastructures and ensuring business continuity is an integral part of the strategic plan
of the Group's companies. An important factor in the performance and increased protection of the Group's information
infrastructure is the technologically advanced, one of the largest in Greece, privately owned Data Center of Uni Systems, which
co-hosts the basic information infrastructures of all Group companies either in the form of primary infrastructure or as Disaster
Recovery. The business continuity of the companies is ensured through the Cloud services offered by Uni Systems, achieving
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
84
speed, full accessibility for authorized employees, reliability and a fully controlled and protected environment. Uni Systems is
certified according to ISO 27001: 2013 for Information Security, while Info Quest Technologies, iSquare and ACS follow suit.
On a broader level and in the direction of further strengthening the level of Information Security, the following actions, among
others, were carried out in 2022:
-Continuous monitoring and completion of corrective actions regarding the mitigation of IT & Security risks highlighted in the
context of internal and external controls.
-Implementation of training programs and awareness raising activities on Information Security issues on a regular basis.
- Conduction of Penetration Tests in collaboration with external partners simulating attack scenarios by malicious users.
The deployment out of the above actions contributes towards achieving the Group's ESG Strategy goal of experiencing zero data
breach incidents by 2025.
The planning and measures taken by the Group and its companies have largely paid off, providing a high rate of system availability
and data protection. In 2022, no cybersecurity incidents were recorded that caused any form of data leakage or corruption or
long-term disruption to information systems.
Overall availability remained at the same level as in 2021, reaching 99.995%.
It should be noted that:
-No company experienced unplanned downtime with a significant impact on its services during working days and hours.
-There were no incidents with a noticeable impact on service availability due to an external denial of service.
-There were no incidents affecting the confidentiality and integrity of the companies' data.
7.1.5. Protection of personal data
Quest Group has always given special importance to the protection of personal data. In all subsidiaries, the protection of personal
data is guaranteed through the Information Security Policy, which has been successfully implemented for more than 10 years, as
well as in more specific policies and procedures regarding compliance with the applicable personal data protection legislation.
The companies of the Group followed a programme for their compliance with the General Data Protection Regulation of the EU
2016/679, and national Legislation, which is constantly upgraded and updated, depending on the needs of each company and
the changes arising in the relevant regulatory framework.
During 2022, no fines or other sanctions were imposed on Group companies for violation of data protection legislation.
The companies are constantly reviewing and improving the necessary measures to ensure that the personal data they manage
are fully protected, that they are processed only for the purpose for which they are collected and that the legality requirements
set out by the relevant legislation are met. At the same time, employee training and awareness programmes on personal data
protection issues are implemented in all companies.
For 2023, the Group has set a goal to further improve the level of compliance, with zero fines or penalties for breaches of this
legislation. At the same time, the aim is to continuously optimise Policies and Procedures, to train and raise awareness among
employees and to further improve the level of protection of third-party personal data.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
85
7.2 Results of the policies and non-financial performance indicators on Social Issues
Indicators - Goals for 2022
Result of the year
Zero data breach incidents that could affect the confidentiality and
integrity of the Group's and the companies' data and systems.
Achieved
Systems availability > 99,9%.
Achieved
Zero fines or other penalties from breach of data protection
legislation.
Achieved
7.3 Contribution to Society
Quest Group's main objective is to contribute to the development of the country, while returning value to society, through
initiatives and actions related to its areas of activity and in accordance with the principles of sustainable development.
Quest Group strategically focuses on actions that enhance start-up entrepreneurship, as well as actions that improve the quality
of education and enhance digital skills. At the same time, it systematically supports vulnerable groups of our fellow human beings
with products and services, while it actively responds by contributing to the response to emergencies and disasters.
The Group's main concern has always been the creation of a modern working environment for its employees, which respects
their personal needs, their well-being, and the balance between personal and professional life, while it continues to set specific
goals and commitments for inclusion & diversity and the equal treatment of its employees.
7.3.1 Fostering Innovation
The Group's contribution to the digital transition of the entire society, through the provision of digital solutions and services by
its technology subsidiaries, is particularly important, as is the strengthening of innovation through the Group's incubator IQbility
and the new iQnovus Innovation Centre.
Incubator of Youth Entrepreneurship & Angel Fund IQbility
With the aim of developing youth entrepreneurship, channelling Greek Value Added in international markets and promoting
Greek innovation, the Group has created since 2013 the incubator of new business activities, IQbility. IQbility's task is to support
start-up entrepreneurship in its first steps, providing selected business groups with resources, tools and know-how that facilitate
their success in international markets. IQbility has now developed into a corporate angel fund which invests, based on specific
criteria set from the beginning of the programme, in collaboration with other bodies, in 1-3 start-ups per year, being the only
initiative of a Greek business Group, which regularly acquires shareholdings in start-ups.
Creation of added value through IQbility:
• Support to the start-up community & creation of a start-up culture
• Creation of Greek added value and contributing to brain regain
• Investments in excess of 1 million in start-ups in its 10 years of operation
• Creation of more than 200 highly skilled jobs from the companies that IQbility has supported
• Participation in 30 Innovation Programs in Greece and Europe
IQbility's focus areas: Industry 4.0, Smart Cities, IoT & Big Data, e-Health, Culture & Education, Energy & Mobility, Security,
Sustainability, Environment & Agriculture, Applied Technologies (Analytics, AI, Blockchain, 5G, IoT, AR, Edge Computing, Drones).
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
86
In 2022 IQbility achieved two major successes. Two of the companies, which it had supported very early on, namely Accusonus
Inc. and Mistio Inc. were acquired by large multinational companies in the field of technology. What is even more interesting is
that the new owners committed to maintaining the employee base in Greece and to enrich and grow their teams. At the same
time, in 2022 IQbility continued its progress by investing in a second round of Lastmily PC.
iQnovus Innovation Centre
iQnovus, the Group's Innovation Centre, is intensively active in the development and promotion of technological innovation,
through synergies that bring together research centres and universities with large and medium-sized companies, as well as start-
ups.
iQnovus creates and coordinates an ecosystem of companies and institutions, aiming to develop innovative technology solutions.
The innovation ecosystem consists of medium and large companies with specific know-how, start-ups, research centres and
universities.
Through iQnovus, Quest Group contributes to the creation of jobs, the emergence of new talents, the retention of Greece's
intellectual capital, the enhancement of our country's competitiveness and the channelling of Greek added value to international
markets. But also internally, within the boundaries of the Group, iQnovus enables employees and executives of companies to
participate in the process of developing innovative ideas and to propose their own ideas for technological solutions and initiatives.
The goals of iQnovus are to:
• drive and accelerate innovation and R&D within the Quest Group
• create a culture of innovation
• focus on specific policies and practices to drive long-term profit growth and create value
• introduce a framework, tools, processes and metrics for managing innovation.
7.3.2. Actions for Education
The Group implements a set of ongoing actions for the interconnection of Technology and Education. By way of indication, the
"iPad 1–1" programme is implemented for the introduction of the iPad in school classrooms, while opportunities are given to
university students for internships and access to scholarships. The Group companies regularly support the Hellenic Cyber Security
Team (young people under 25), as well as the participation of the national IT team of young men and women in pan-European
events and they regularly support the well-established "Entrepreneurship Panorama" initiative that connects the job market with
the student community.
Upskilling & reskilling - Mind the <code> Scholarship Programme – 3
rd
cycle
In 2022, the third round of Quest Group's Mind the <code> scholarship programme took place.
The program provides young people with a scholarship to attend an intensive training program on java & .NET programming
technologies, giving them the opportunity to apprentice and work in the highly dynamic environment of the Group's companies.
40 scholarships shall be awarded to young graduates of the Schools of Informatics and Sciences as well as to Junior developers
who want to enhance their knowledge. In order to further deepen their knowledge and expertise, the fellows, divided into two
groups of 20, will choose to attend one of the two available 60-hour intensive training programmes, each around their
programming technology of interest.
7.3.3. Actions for supporting Group employees
Human Resources are been recognised as one of the Group's main assets for creating value for Society. The Group's Employees
are its driving force and it places HR commitments at the core of its ESG strategy on diversity, inclusion, health & safety, and
employee development.
Emergency assistance to lower paid employees
In 2022, Quest Group, by virtue of a decision taken by its management, distributed EUR 2.7 million of its profits to its employees.
The beneficiaries were approximately 1,300 employees, who are paid lower end salaries. This exceptional assistance is both a
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
87
tangible reward for the employee’s contribution to the company's development and, above all, a financial support given to them
and their families in these very challenging times for the average man given the energy crisis and the increases in both energy
prices and the prices of essential goods.
Actions for the empowerment of women in the field of technology
In 2022, a series of actions were implemented in the Group, aiming at the empowerment of women. Special emphasis was given
to initiatives that specialized in the field of technology, by way of indication:
• Participation in the "Women Hack" programme to attract women from the field of technology (Uni Systems).
• Participation in programmes for the attraction and employment of women in the Group, such as the academies run by
ReGeneration with exclusive participation of women (Women in Data Engineering, powered by EY).
7.3.4. Cooperation with NGOs and Social Bodies
As an active member of our society, Quest Group, with a high sense of responsibility, implements actions to support vulnerable
social groups.
The Group and its companies collaborate with a number of NGOs and Social Bodies, actively contributing to their work. It is worth
mentioning the regular support of the organization "To Hamogelo tou Paidiou" and the organization "Make a Wish", with
donation of equipment and courier services, the Centre for Reception of the Homeless of the Municipality of Athens, with the
provision of free clothing and toys offered by employees and the Group. The Group also proceeds, whenever the circumstances
so require it (e.g., in cases of refugee crisis, disasters from extreme weather events, pandemics, etc.), to provide exceptional
support for actions, according to its capabilities and specialized know-how, in the field of technology and courier services.
Special mention should be made to the ACS Group company, which, utilizing its unique advantages, such as its extensive
nationwide network, speed, organization and reliability, and in cooperation with bodies and NGOs, regularly contributes to the
implementation of actions, and also responds consistently in cases of emergencies and humanitarian crises. In 2022 there were
more than 21,000 beneficiaries of the cooperation with the NGO GIVMED for the distribution of medicines to vulnerable groups
In 2022, Quest Group also responded to the humanitarian crisis as a result of the war in Ukraine, both by providing financial
assistance through UNHCR and by collecting and shipping vital immediate relief items. In particular, the courier company of our
Group "ACS” activated its network of branches to collect relief items and in cooperation with the NGO “Doctors of the World”,
sent 10 tons of humanitarian aid.
8. Environmental Issues
8.1 Due diligence and other policies for the environment
Quest Group operates with an awareness of its environmental responsibility and systematically adapts its business practice to
the needs of environmental protection and saving natural resources. At the same time, it ensures that the business operation of
its companies causes the least possible harm to the natural environment and abides by the Greek environmental legislation. The
environmental principles adopted by the Group and its companies are aligned with the EU Green Deal and the National Climate
Law. In addition, it has established an Environmental Policy, which gives precise guidelines to companies for the above-mentioned
sectors / actions.
The goals of the ESG Strategy for the Environment relate to the integration of actions and initiatives that protect the environment
and minimize the negative impact resulting from the Group's activities. Being aware of the risks inherent in climate change, the
Group has established 2 strategic goals in the environmental pillar relating to:
• the reduction of absolute Scope 1, 2 emissions by 40% by 2030 with the aim of achieving climate neutrality by 2050.
The two main focus areas to achieve this goal are to replace a percentage of the Group's existing leased cars,
motorcycles and van-type vehicles with electric/hybrid vehicles and to source green energy from renewable sources.
(*)
• the promotion of the circular economy model and elimination of avoidable waste. The goal covers the areas of e-
waste, single-use plastics, paper and packaging.
(*) Assessment to date has indicated that the war in the Ukraine has not impacted the targets for the reduction of GHG emissions.
8.1.1 Carbon Footprint of the Group
The Group regularly monitors and takes actions to improve its overall environmental footprint. The Group's companies, Info
Quest Technologies, Uni Systems and ACS are certified according to ISO 14001:2015 for their environmental management system
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
88
and, in addition to the Risk Management Process, they carry out a detailed study of risks and opportunities related to climate
change. Environmental risks have been assessed as low impact.
Since 2019 the Group has been publishing on an annual basis in the Sustainability Report data for Scope 1 and 2 of the Group
based on the ATHEX ESG indicators. The company ACS due to the nature of its activities has been measuring its Scope 1-2-3
emissions since 2017 and has been disclosing the measurements in its annual Sustainability Report.
During 2023, a carbon footprint measurement for all Group companies for Scope 1 and 2 based on the GHC Protocol will be
completed by an external partner and presented in the 2022 Sustainability Report of the Group.
It is worth mentioning that IT companies, with their solutions and products, help their customers to reduce their own
environmental footprint (digitization solutions, automation, Cloud distribution, etc.).
8.1.2 Energy consumption and efficiency
The Group's commitment to reduce electricity consumption extends beyond any legal obligation. Quest Group is constantly
implementing actions to upgrade and improve the building and technological infrastructure, such as the installation of a system
for measuring electricity consumption, the gradual replacement of light bulbs with new LED technology ones that are less energy
consuming and the installation of lights in public spaces that automatically operate and switch off.
The Group has also installed photovoltaic systems with a capacity in some of its buildings and the new operations of the
distribution center of ACS and the logistics center of Info Quest Technologies have included green energy installations through
solar panels on their roofs, modern systems with automations that will reduce energy consumption.
8.1.3 Pollutants from ACS Courier and Postal Activities
ACS, due to its object, pays special attention to the reduction of air pollutants released during transport. It is certified since 2014
according to ISO 14001: 2015 by the recognized body ABS Quality Evaluations Inc. for the Environmental Management System
that it implements and makes, from 2017, a more accurate assessment of its environmental footprint according to the directions
of the Greenhouse Gas Protocol (Scope 1, 2 and 3).
ACS implements ongoing vehicle renewal programs, both for the company and its network, with the aim of reducing its footprint.
At the same time, it constantly examines and processes new systems and tools for the more accurate measurement of the
environmental footprint and the improvement of its operation.
Information regarding the measurements and assumptions made are presented in the Group and the company annual
Sustainability Report. (https://www.quest.gr/).
8.1.4 Circular Economy and Recycling
For a number of years, Quest Group has entered into agreements -according to the relevant legislation- with the licensed systems
for the recycling of devices and packaging, which operate in Greece. In its internal operation, it implements programmes for the
collection and recycling of paper, batteries and lamps, taking care to inform and encourage its human resources to actively
participate. The Procedure includes the disposal of the devices to certified recycling companies, for their reintegration into
production. Product packaging is also collected and recycled, significantly reducing environmental pollution. In the framework of
the Environmental Policy, the Standard Recycling Procedure has been developed, according to which, the materials to be recycled
are collected per company and transported to central collection points, from where they are pick-up by certified recycling
companies.
From 2021, the Group's retail companies, contributing to the adoption of a circular economy model, participate in initiatives to
collect older equipment from consumers aiming at its responsible sorting and reuse, especially in e-waste.
In parallel the technology companies of the Group are assessing new products and services which promote circular economy and
are developing solutions that will contribute to the reduction of environmental footprint.
8.1.5 Other actions for the environment
In addition to the above, various initiatives are being implemented, such as informing the human resources to reduce the waste
of natural resources. It is noted that no Group company intensively uses water resources for its operation. At the same time, in
Group buildings with a large number of employees, managed print services programmes have been implemented resulting in
significant reduction in paper consumption, while as from 2018 consumables (disposable cups, straws, waste bags) were replaced
with more environmentally friendly materials and actions were implemented to raise awareness employee among.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
89
8.2 Results of the aforementioned policies and non-financial performance indicators for the environment
Energy consumption & efficiency
Group Turnover (€ million)
2020
2021
2022
721,4
947,8
1.031,9
Annual energy intensity in Quest Group (kWh/m2)
2020
2021
2022
154
141
126
The 2022 data does not includes usage data from the iStorm and Mi Store retail stores as well as Uni Systems international. These will be included
in the Group Energy Footprint included in the annual Sustainability Report.
Annual energy intensity in Quest Group (kWh/m2)/ Group Turnover (€million)
2020
2021
2022
0,21
0,15
0,12
Thousands of tonnes of CO
2
equivalent per year in Quest Group (kt CO2)
2020
2021
2022
4,39
3,62
2,52
The decrease observed in 2022 is due to the reduction of the kwh to tonne CO
2
conversion factor (0.335 from 0.431), which, in turn, is due to the
increased participation of RES in energy production (Renewable Energy Sources Operator & Guarantees of Origin 2021 factor).
Thousands of tonnes of CO
2
equivalent per year in Quest Group (kt CO
2
) / € million of turnover
2020
2021
2022
0,006
0,004
0,002
The calculation takes into account the relevant company documents, as well as the CO
2
conversion rates from the international
literature.
Consolidated disclosures pursuant to Article 8
Taxonomy Regulation
Article 8 Taxonomy Regulation
The Taxonomy Regulation is a key component of the European Commission's action plan to redirect capital flows towards a more
sustainable economy. It represents an important step towards achieving carbon neutrality by 2050 in line with EU climate goals
as the Taxonomy is a classification system for environmentally sustainable economic activities.
In the following section, we, as a non-financial parent undertaking, present the share of our group turnover, capital expenditure
(CapEx) and operating expenditure (OpEx) for the reporting period 2022, which are associated with Taxonomy-aligned economic
activities related to the first two environmental objectives (climate change mitigation and climate change adaptation) in
accordance with Art. 8 Taxonomy Regulation.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
90
Our activities
1. Overview
For details and templates see chapter “Our KPIs and accounting policies”.
Table 1 - Proportion of Taxonomy-eligible and Taxonomy-aligned economic activities in total turnover, CapEx and OpEx in FY 2022
FY 2022
Total
(TEUR)
Proportion of Taxonomy-
eligible (non-aligned)
economic activities
(in %)
Proportion of Taxonomy-
aligned economic
activities
(in %)
Proportion of Taxonomy-
non-eligible economic
activities
(in %)
Turnover
1.031.840
29%
1%
70%
Capital
expenditure
(CapEx)
46.822
33%
18%
49%
Operating
expenditure
(OpEx)
2.222
27%
18%
55%
2. Definitions
Taxonomy-eligible economic activity means an economic activity that is described in the delegated acts supplementing the
Taxonomy Regulation (i.e., the Climate Delegated Act as of now) irrespective of whether that economic activity meets any or all
the technical screening criteria laid down in those delegated acts.
An economic activity is Taxonomy-aligned when it complies with the technical screening criteria as defined in the Climate
Delegated Act and it is carried out in compliance with the minimum safeguards regarding human and consumer rights, anti-
corruption and bribery, fair competition, and taxation. To meet the technical screening criteria an economic activity contributes
substantially to one or more environmental objectives while not doing significant harm to any of the other environmental
objectives.
Taxonomy-non-eligible economic activity means any economic activity that is not described in the delegated acts supplementing
the Taxonomy Regulation.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
91
3. Taxonomy-eligible and -aligned economic activities
We have examined all economic activities carried out by the group to see which of these are eligible and aligned in accordance
with Annex I and II to the Climate Delegated Act. The table below indicates for which environmental objective the activities qualify
as eligible. Information on the extent to which the economic activities (as defined in Annex I to the Climate Delegated Act) are
also aligned is provided in the KPI templates below (see chapter “Our KPIs and accounting policies”). The templates also provide
a clear indication of which environmental objective is pursued by the respective activity. Our activities primarily contribute to
climate change mitigation and secondly to climate change adaptation. It was determined that activity 3.6, activity 4.1, activity 6.6
and activity 8.2 should be allocated to climate change mitigation as the contribution to climate change adaptation is of minor
importance and the Taxonomy does not allow double counting. With these activities, we generate revenue, and we generally
incur both CapEx and OpEx for these activities, too. We describe, if exist, the economic activities related to individually eligible
and aligned CapEx and OpEx in the dedicated sections for the CapEx and OpEx KPI to explain our further investment activities not
directly related to our turnover generating activities (see chapter “Our KPIs and accounting policies”).
Table 2 – Taxonomy-eligible economic activities
Economic activity
Description
NACE- Code
3.6 Manufacture of other low
carbon technologies
Manufacture of digital automated data processing machines
C26
4.1 Electricity generation
using solar photovoltaic
technology
Production of electric energy from solar photovoltaic systems
D35.1.1
6.6 Freight transport services
by road
Postal and courier activities
H53.2
8.2 Data-driven solutions for
GHG emissions reductions
Wireless telecommunications infrastructure, consulting services for
computers, programming, hardware, systems, software and technical
support
J61
J62
Taxonomy-eligibility
We consider the manufacture of low carbon technologies and specifically computers and peripheral equipment, complying with
the required types, as eligible under activity 3.6. This activity meets the objective of enabling a substantial reduction of GHG
emissions, with the particular computer model “Quest ME'' of Info Quest Technologies. This model complies with the
requirements of ENERGY STAR Computers Version 8.0, and thus, it has been certified as low carbon and energy efficient
equipment.
We consider as Taxonomy-eligible under activity 4.1, the production of electricity from solar photovoltaic technology. This activity
has the objective of enabling a substantial reduction of GHG emissions by generating, transmitting, storing and distributing
renewable energy.
We consider as Taxonomy-eligible under activity 6.6, the purchase, leasing, rental and operation of zero emission vehicles for
postal and courier services. The activity includes the objective of enabling a substantial reduction of GHG emissions, therefore,
we classify it as eligible.
Activity 8.2 includes both the development and use of ICT solutions that are aimed at collecting, transmitting and storing data
and analytics, which enable GHG emission reductions. Such solutions include computer consultancy and programming activities,
information technologies and wireless telecommunication activities. Such projects are part of the description of activity 8.2 and
include the objective of enabling a substantial reduction of GHG emissions.
Taxonomy-alignment
Our electricity generation using solar photovoltaic technology (4.1), is fully Taxonomy-aligned. However, our manufacture of
technologies (3.6), transport services (6.6) and ICT solutions (8.2) are not Taxonomy-aligned. Details on our alignment assessment
are presented below.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
92
4. Assessment of Taxonomy-alignment
Substantial contribution
To determine if an economic activity is taxonomy-aligned, it must first comply with the first requirement as described in the
Taxonomy Regulation. It must contribute substantially to one or more of the environmental objectives. All turnover-
generating activities 3.6, 4.1, 6.6 and 8.2 aim at a substantial contribution to climate change mitigation. To contribute to an
environmental objective, an activity must meet specific technical screening criteria stated for that activity within the relevant
Appendix to the Delegated Act. We comment on these criteria and how they have been assessed below.
Activity 3.6 and 8.2 cannot meet the specific technical screening criteria stated for those activities, as they do not demonstrate
substantial life-cycle GHG emission savings compared to the best performing alternative technology available on the market.
Thus, both activities do not substantially contribute to climate change mitigation and hence, they cannot be considered as
aligned.
For this reason, we have not conducted a detailed analysis of the DNSH criteria for the above-mentioned activities.
Our electricity generation activity using solar photovoltaic technology (4.1) is substantially contributing to climate change
mitigation by definition.
Our activity 6.6 for purchase, leasing, rental and operation of zero or low emission vehicles for postal and courier services, is
substantially contributing to climate change mitigation, as it includes six electric vehicles of categories N1 and N2, generating
zero emissions and falling under the scope of EURO VI.
The assessment of CapEx/OpEx associated with these activities (category a CapEx/OpEx) follows the conclusions made for the
purpose of assessing our turnover. To learn more about how we determined the KPIs please refer to the chapter “Our KPIs
and accounting policies” below.
Do no significant harm (DNSH)
For all economic activities where we are able to demonstrate a substantial contribution to climate change mitigation, we further
analyze the DNSH criteria. This assessment usually starts with the relevant sites where we perform the respective economic
activity. There are no activities performed outside the EU.
DNSH to climate change adaptation
Activities 4.1 and 6.6
For all our activities contributing to climate change mitigation a physical climate risk assessment is needed pursuant to Appendix
A of the Climate Delegated Act.
The Group carries out a series of actions aimed at tackling climate risks. In accordance with the existing Risk Management Process,
a detailed study of risks and opportunities related to climate change is carried out. For all our activities, a preliminary screening
of the climate related risk hazards as mapped in Appendix A is conducted and those risks to be found relevant are further analyzed
in a climate risk assessment in order to assess the materiality of each identified risk. The adaptive capacity is based on inter alia
existing adaptation plans already in place and internally available measures to mitigate the impact of hazards.
DNSH to Sustainable use and protection of water and marine resources
Activities 4.1 and 6.6
The Climate Delegated Act provides no applicable technical screening criteria regarding the sustainable use and protection of
water and marine resources for our activities 4.1 and 6.6
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
93
DNSH to Transition to a circular economy
Activities 4.1 and 6.6
The solar photovoltaic panels we use regarding activity 4.1, as well as the related engineering equipment, are purchased from
established manufacturers who focus on high durability and recyclability. We have carefully considered the durability and
recyclability as well as the options to dismantle and refurbish the components when we decided on the technologies and products
used. In addition, our management policy regarding waste and recycling, has been certified with ISO 14001.
However, the electric vehicles of activity 6.6, cannot demonstrate relevant documentation regarding waste management, both
in the use phase (maintenance) and the end-of-life of the fleet, including reuse and recycling of batteries and electronics, in
accordance with the waste hierarchy. Furthermore, electric vehicles of activity 6.6 have not been certified with ISO 14001. For
this reason, we are not able to meet the DNSH criteria concerning transition to a circular economy
DNSH to Pollution prevention and control
Activity 6.6
The Pollution and Prevention control DNSH criteria for activity 6.6 requires road vehicles of category N to comply with specific
requirements set out in European regulations. All vehicles used comply with the latest applicable stage of the EURO VI heavy duty
emission type-approval and with the EU requirements on the sound level of vehicles of category N1 .
Finally, we assessed the external rolling noise requirements and the rolling resistance coefficient for the tyres used for our
vehicles of categories N1 and N2. In the reporting period, all of our EVs were operated not using tyres in the highest or in the two
highest populated classes according to the European Product Registry for Energy Labeling (EPREL). For this analysis we included
all relevant parameters for our vehicles used, to assess which are the highest populated classes for each use case and considered
both criteria simultaneously to determine which combination of parameters is the highest available on the market. Thus, the
associated revenue is reported as non-aligned.
Therefore, activity 6.6 does not comply with neither of the required DNSH criteria for that activity and hence is not considered
as Taxonomy - aligned.
There are no applicable technical screening criteria regarding the pollution prevention and control for our activity 4.1.
DNSH to Protection and restoration of biodiversity and ecosystems
Activity 4.1
Appendix D requires that an Environmental Impact Assessment or screening has been completed in accordance with Directive
2011/92/EU. All our energy generation facilities located in the EU have been subject to an environmental impact assessment
and have successfully passed this assessment. Furthermore, our facilities are not located in or near biodiversity-sensitive
areas.
There are no applicable technical screening criteria regarding the protection and restoration of biodiversity and ecosystems for
our activity 6.6.
Minimum Safeguards
The final step to Taxonomy-alignment is compliance with the minimum safeguards (MS). The MS include all procedures
implemented to ensure that economic activities are carried out in alignment with:
● The OECD Guidelines for Multinational Enterprises (OECD MNE Guidelines);
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
94
● The UN Guiding Principles on Business and Human Rights (UNGPs), including the principles and rights set out in the
eight fundamental conventions identified in the Declaration of the International Labor Organization on Fundamental Principles
and Rights at Work;
● The International Bill of Human Rights.
In the absence of further guidance from the European Commission, we based our MS assessment on the “Final Report on
Minimum Safeguards” published by the Platform on Sustainable Finance (PSF) in October 2022.
1
The scope of the MS covers the following four topics:
● Human rights (including labor and consumer rights);
● Corruption and bribery;
● Taxation;
● Fair competition.
We follow a two-dimensional assessment approach to assess compliance with MS. On the one hand, adequate processes have
been implemented to prevent negative impacts (procedural dimension). On the other hand, outcomes are monitored to check
whether our processes are effective (outcome dimension).
In Quest group we understand that the behavior of all employees and other actors along our value chain plays a central role in
complying with MS. We take our responsibility as a global actor in the technology, courier and energy sector seriously by following
the ethical business conduct principles for our daily business activities that are manifested in the Group’s Code of Conduct.
Moreover, Quest group aims to ensure that its operations are aligned with the 17 Sustainable Development Goals of the UN and
contribute to the national goals. As part of the Group’s Sustainable Development Policy, corporate responsibility is aligned with
the ESG (Environmental- Social- Governance) criteria / principles and applies to the four MS dimensions.
Annual training is part of our business strategy, through our Development and Education Policy, and it is mandatory for all
employees. In regard to our supply chains and business relationships, we expect the same ethical business conduct as for our
own business entities. Therefore, the MS requirements are an integral part of our business contracts and our Supplier’s Code of
Conduct. The Supplier’s Code of Conduct aims to promote and enforce practices relating to human rights, ethics, the protection
of the environment and safety. We expect each of our suppliers to respect the Group's ethical principles and to ensure that this
Code of Conduct is respected by all their employees and subcontractors. Moreover, our supplier selection and evaluation
processes include human rights, anti-corruption and anti-bribery due diligence. In addition to these preventive measures, we
regularly evaluate incoming complaints about detrimental behavior regarding a variety of ethics, integrity and compliance issues
(including the four topics covered by the MS) and assess any necessary adjustments in our procedures.
Human Rights (including labor and consumer rights)
Based on the UNGPs and the OECD Guidelines for Multinational Enterprises, including the OECD Due Diligence Guidance for
Responsible Business Conduct, we have implemented a robust approach in order to identify, prevent and, if necessary, mitigate
and remediate any actual and potential negative impacts on human rights. Our human rights policy describing our strategy, the
high impact areas and our processes and measures to prevent negative human rights impacts is mentioned on our website. Our
strategy for combating human rights violations is based on a thorough impact analysis. The impact analysis includes our own
business units and subsidiaries. Our processes ensure that remedial action is taken promptly in the event of an acute human
rights violation and whatever is necessary, is provided. The effectiveness of our processes is monitored by carrying out inspections
at facilities by competent personnel and monitoring the implementation of legislation and changes in the legislative/regulatory
framework. on a regular basis. Any person who feels that their human rights have been violated by activities of Quest Holdings
or an actor of our value chain can contact us through our grievance mechanism.
During the financial year 2022, Quest group has not been convicted of any violation of labor law or human rights. In addition,
Quest group has not been involved in a case dealt with by an OECD National Contact Point and was not questioned by the Business
and Human Rights Resource Center (BHRRC).
Corruption and bribery
Anti-corruption is an integral part of our business strategy and our Code of Conduct. To prevent and fight against corrupt
practices, Quest group develops, where appropriate, and after conducting a risk assessment, specific control measures in all its
activities in order to prevent and avoid corruption and bribery actions. In this context, the Group has installed and implements a
Compliance Management System, as part of the Internal Control System. We have published an anti-corruption policy which is
communicated to our employees as well as suppliers and business partners and is mentioned on our website. Regular training of
1
https://finance.ec.europa.eu/system/files/2022-10/221011-sustainable-finance-platform-finance-report-minimum-safeguards_en.pdf.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
95
employees on the anti-corruption rules and on the application of those rules, as well as specific training of employees and other
actors, identified as specifically exposed to corruption risks, is mandatory.
In the financial year 2022, zero allegations of corruption and bribery have been reported.
Taxation
In line with our ethical business values, tax governance and tax compliance are important elements of our oversight, and we are
committed to comply with all relevant tax laws and regulations. Quest group develops where appropriate and after conducting
a risk assessment, specific control measures in all its activities in order to prevent and avoid tax violation and illegal activity.
Therefore, our tax compliance approach is transparent, sustainable in the long term and complies with the Code of Conduct.
In the financial year 2022, Quest group has not been finally convicted in court for any major violation of tax laws.
Fair competition
We carry out our activities in a manner consistent with all applicable competition laws and regulations, considering the
competition laws of all jurisdictions in which our activities may have anti-competitive effects. With our guideline for fair
competition and ethical business conduct, we pursue the goal of achieving and maintaining lively competition in a free market
environment for the entire group by establishing a corresponding corporate culture. The guideline provides our employees with
assistance in preventing, detecting, and remedying any competition violations. Raising awareness and conducting training that
address competition law risks of our business activities are of particular importance to ensure fair competition.
In the financial year 2022, Quest group has not been convicted in court of violating competition laws
Our KPIs and accounting policies
The key performance indicators (“KPIs”) include the turnover KPI, the CapEx KPI and the OpEx KPI. For presenting the Taxonomy
KPIs, we use the templates provided in Annex II to the Disclosures Delegated Act. As the KPIs need to include an assessment of
Taxonomy-alignment for the first time for the reporting period 2022 we do not present comparative figures on alignment. As we
are not performing any of the activities related to natural gas and nuclear energy (activities 4.26-4.31) we are not using the
dedicated templates introduced by the Complementary Delegated Act as regards activities in certain energy sectors.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
96
Table 3 Turnover KPI for FY 2022
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
97
Table 4 CapEx KPI for FY 2022
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
98
Table 5 OpEx KPI for FY 2022
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
99
5. Definition and further explanation
Turnover KPI
Definition
The proportion of Taxonomy-aligned economic activities in our total turnover has been calculated as the part of net turnover derived
from products and services associated with Taxonomy-aligned economic activities (numerator) divided by the net turnover
(denominator), in each case for the financial year from 1.1.2022 to 31.12.2022.
The denominator of the turnover KPI is based on our consolidated net turnover in accordance with IAS 1.82(a). For further details on
our accounting policies regarding our consolidated net turnover, cf. paragraph 3.22 Revenue recognition of our Annual Financial
Statements for the Year 2022.
The numerator of the turnover KPI is defined as the net turnover derived from products and services associated with Taxonomy-aligned
economic activities, i.e.
● Activity 4.1 “Electricity generation using solar photovoltaic technology” generates net turnover from feeding into the
energy grid
Reconciliation
Our consolidated net turnover can be reconciled to our consolidated financial statements, cf. Statement of Comprehensive Income of
our Annual Financial Statements for the Year 2022 (“Sales”).
Further explanations
The percentage of turnover for every economic activity for the purpose of the taxonomy exercise has been calculated from the Total
Group Turnover for products and services, as has been defined by the business activity code (NACE code) allocated to each economic
activity.
Activities using external personnel and subcontractors
In some cases, we use external subcontractors to offer transport services for our customers (activity 6.6). In this respect, we also include
turnover for transport services that are delivered by subcontractors, provided that Quest is acting as a principal in the engagement.
This assessment follows the principal-agent considerations under IFRS 15.
CapEx KPI
Definition
The CapEx KPI is defined as Taxonomy-aligned CapEx (numerator) divided by our total CapEx (denominator).
Total CapEx consists of additions to tangible and intangible fixed assets during the financial year, before depreciation, amortization,
and any re-measurements, including those resulting from revaluations and impairments, as well as excluding changes in fair value. It
includes acquisitions of tangible fixed assets (IAS 16), intangible fixed assets (IAS 38), right-of-use assets (IFRS 16) and investment
properties (IAS 40). Additions resulting from business combinations are also included. Goodwill is not included in CapEx, as it is not
defined as an intangible asset in accordance with IAS 38. For further details on our accounting policies regarding our CapEx, cf.
paragraph 3.7 Property, plant and equipment and 3.8 Intangible Assets of our Annual Financial Statements for the Year 2022.
The numerator consists of the following categories of Taxonomy CapEx:
A. CapEx related to assets or processes that are associated with Taxonomy-aligned economic activities (“category a”):
We consider that assets and processes are associated with Taxonomy-aligned economic activities when they are essential
components necessary to execute an economic activity. Consequently, all CapEx invested into the following areas are
considered in the numerator of the CapEx KPI:
● the solar photovoltaic plants (under activity 4.1)
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
100
We generally follow the generation of external revenues as a guiding principle to identify economic activities that are
associated with CapEx under “category a”.
CapEx related to our Taxonomy-non-eligible activities (cf. use of allocation keys below) have not been included in this category
but are analyzed separately against the respective criteria (regularly under “category c”).
B. CapEx that are part of a plan to upgrade a Taxonomy-eligible economic activity to become Taxonomy-aligned or to expand
a Taxonomy-aligned economic activity (“category b”):
We do not have specific upgrade plans for 2022.We, also, have no specific plans to expand economic activities aligned with
the Taxonomy Regulation.
C. CapEx related to the purchase of output from Taxonomy-aligned economic activities and individual measures enabling
certain target activities to become low-carbon or to lead to greenhouse gas reductions (“category c”).
Reconciliation
Our total CapEx can be reconciled to our consolidated financial statements, cf. paragraph 7. Property, plant and equipment, 9.
Intangible assets, 10. Investment properties and 41. Right-of-use assets of our Annual Financial Statements for the Year 2022 (“table
on changes in intangible assets, in tangible assets, in right of use assets and in investment properties”). They are the total of the
movement types (acquisition and production costs):
● additions and
● additions from business combinations
for intangible assets, investment property, right of use assets and plant and equipment.
Further explanations
Allocation keys
For the purpose of this Taxonomy exercise the allocation of CapEx for the economic activities was undertaken in relation to the % of
turnover allocated to each economic activity. More specifically, a % of the total capital expenditure of the Group's subsidiary was
allocated to each economic activity, corresponding to the % of the turnover of each economic activity over the turnover of the
respective subsidiary.
Individually Taxonomy-aligned CapEx
The numerator of the CapEx KPI also includes those CapEx that are related to the purchase of output from Taxonomy-aligned economic
activities and certain individual measures enabling the target activities to become low-carbon or to lead to greenhouse gas reductions.
These individual measures correspond to economic activities listed in the Climate Delegated Act and must be implemented and
operational within 18 months.
We have identified the following purchased outputs that correspond to eligible economic activities and, thus, result in Taxonomy-
eligible CapEx and OpEx:
Table 6 - Individually Taxonomy-eligible CapEx/OpEx and the corresponding economic activities
Description of the Taxonomy-eligible purchased output or individual measure
Corresponding economic activity
(Annex I to Climate Delegated Act)
Additions of electric vehicles
3.3. Manufacture of low carbon
technologies for transport
All installation, maintenance and repair of our solar transpired collectors and the
ancillary technical equipment on our buildings
7.6 Installation, maintenance and
repair of renewable energy
technologies
Our acquisition and exercising of ownership of buildings (i.e. eligibility of all
buildings taking into account the legal or economic ownership, including the right
of use from a lease of a building)
7.7 Acquisition and ownership of
buildings
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
101
Purchases of output qualify as Taxonomy-aligned CapEx in cases where it can be verified that the respective supplier performed a
Taxonomy-aligned activity to produce the output we acquired. As Taxonomy-alignment also includes DNSH criteria and minimum
safeguards, we are not able to assess the Taxonomy-alignment on our own. For the purchased output in 2022, we were not able to
obtain any conclusive confirmation of Taxonomy-alignment from our suppliers regarding the purchased output from activities 3.3 and
7.6, nor from the constructors, regarding the buildings we acquired. After contacting our most significant suppliers such verification
might be possible in the coming years, at least for suppliers who are also subject to Taxonomy reporting obligations.
.
OpEx KPI
Definition
The OpEx KPI is defined as Taxonomy-aligned OpEx (numerator) divided by our total OpEx (denominator).
Total OpEx consists of direct non-capitalised costs that relate to research and development, building renovation measures, short-term
lease, maintenance and repair, and any other direct expenditures relating to the day-to-day servicing of assets of property, plant and
equipment. This includes:
● Maintenance and repair and other direct expenditures relating to the day-to-day servicing of assets of property, plant and
equipment were determined based on the maintenance and repair costs. The related cost items can be found in various line
items in our Statement of Comprehensive Income, including production costs (maintenance in operations), sales and distribution
costs (maintenance logistics) and administration costs (such as maintenance of IT-systems). This also includes building
renovation measures.
In general, this includes staff costs, costs for services and material costs for daily servicing as well as for regular and unplanned
maintenance and repair measures. These costs are directly allocated to our PP&E.
This does not include expenditures relating to the day-to-day operation of PP&E such as: raw materials, cost of employees operating
the machine, electricity or fluids that are necessary to operate PP&E. Amortization and depreciation are also not included in the OpEx
KPI.
We exclude direct costs for training and other human resources adaptation needs from the denominator and the numerator. This is
because Annex I to Disclosures Delegated Act lists these costs only for the numerator which does not allow a mathematically meaningful
calculation of the OpEx KPI.
With regard to the numerator, we refer to the corresponding statements on the CapEx KPI
Further explanations
For the purpose of this Taxonomy exercise the allocation of OpEx for the economic activities was undertaken in relation to the % of
turnover allocated to each economic activity. More specifically, a % of the total operating expenditure of the Group's subsidiary was
allocated to each economic activity, corresponding to the % of the turnover of each economic activity over the turnover of the
respective subsidiary.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
102
6. Contextual Information
Turnover KPI
Quantitative breakdown of the numerator
There is no quantitative breakdown of the numerator for the turnover KPI, as there are only domestic sales to one basic customer.
Over FY21, no key drivers of change were indicated, since this is the first time, we report the detailed overview of aligned economic
activities.
CapEx KPI
Quantitative breakdown at the economic activity aggregated level
In FY22 our Taxonomy-aligned CapEx is associated with the activity 4.1. In the table below, we show a breakdown of the amounts
included in the numerator.
Table 7 – Quantitative breakdown of the CapEx numerator at economic activity-level
Activity
Additions to PPE
(TEUR)
Internally generated or
purchased intangibles (TEUR)
Right of use
(TEUR)
Sum (TEUR)
4.1
5.627,5
2.082,5
765,2
8.475.2
OpEx KPI
Quantitative breakdown of the numerator
Table 8 shows the breakdown of the OpEx numerator into its components based on the definition of OpEx in the Disclosure Delegated
Act:
Table 8 – Quantitative breakdown of OpEx numerator
OpEx
(ΤEUR)
Building services
351,5
Maintenance and repair
56,9
Total
408,4
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
103
10. Information of art.50 par.2 of Law 4548/2018
The Regular General Meetings of the Company's shareholders on June 15, 2018, June 26, 2020 and June 15, 2022 approved programs for the
acquisition of Own Shares, with the aim of canceling or disposing of them, for two years each.
Based on the above programs, the Company acquired:
• In the year 2020, 66.246 treasury shares with a nominal value of Euro 0,44 each and with an average purchase price of Euro 2,2130 per
share and a total cost of Euro 146.600.
• In the year 2021 179.358 treasury shares with a nominal value of Euro 0,44 each and with an average purchase price of Euro 4,5077 per
share and a total cost of Euro 808.497.
• In the year 2022 436.661 own shares with a nominal value of Euro 0,44 each and with an average purchase price of Euro 4,3987 per share
and a total cost of Euro 1.920.728.
On April 5, 2023, the Company owns 814.381 treasury shares, with a nominal value of Euro 0,44 each, representing 0,7595% of the Company's
share capital.
The number of the above shares and their nominal value has been adjusted based on the Extraordinary Meeting of the shareholders of the
Company held on 28 February 2022 that decided the decrease in the nominal share value from euro 1,33 to euro 0,44 with a simultaneous
increase in the number of shares from 35.740.896 to 107.222.688 common shares with voting rights (split).
11. Required information under paragraphs 7 and 8 of Article 4 of Law 3556/2007
In accordance with the provisions under paragraphs 7 and 8, Article 4 of Law 3556/2007, we provide you with the following information:
(a) Structure of the Company's share capital
The Company's share capital amounts to €47.177.982,72 divided into 107.222.688 common nominal shares of par value of €0,44 each, and
is fully paid in. All company shares are common, nominal, with voting rights, listed on the Athens Exchange and enjoy all the rights and
obligations deriving from the Company's Articles of Association and specified by the Law.
(b) Restrictions on the transfer of Company shares
The Company's shares are transferred in accordance with the Law and there are no restrictions imposed on their transfer by the Company's
Articles of Association.
(c) Significant direct or indirect holdings as set out by the provisions of Articles 9 to 11 of Law 3556/2007
On 31.12.2022, the persons who have a significant direct or indirect participation according to Articles 9 to 11 of Law 3556/2007 are:
Surname
Name
Father's name
Number of Shares
Percentage %
FESSAS
THEODORE
DIMITRIOS
53.634.195
50,02
KOUTSOURELI
EFTYCHIA
SOFOKLIS
27.074.187
25,25
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
104
(d) Shares conferring special rights
There are no Company shares that confer special control rights to their holders.
(e) Restrictions on voting rights
The Company's Articles of Association do not provide for any restrictions on voting rights.
(f) Agreements between Company shareholders
The Company is not aware of the existence of any agreements among shareholders which impose restrictions on the transfer of its shares or
on the exercise of voting rights arising from its shares.
(g) Rules for the appointment and replacement of members of the Board of Directors, as well as for the amendment of the Articles of
Association, which differ from the provisions of Law 4548/2018
The rules laid down in the Company's Articles of Association for the appointment and replacement of the members of the Board of Directors
and the amendment of its provisions do not differ from the provisions of Law 4548/2018.
(h) Power of the Board of Directors or certain Board members to issue new shares or to purchase own shares according to Law 4548/2018
According to the General Meeting's decision of 26.06.2020, the Company may purchase own shares, pursuant to the provisions of L
4548/2018, as applicable, up to 10% of the paid-up Share Capital, within the 24-month statutory time limit, with the minimum purchase price
set at 1 Euro per share and a maximum purchase price of 20 Euros per share, in order to reduce capital, distribute capital to personnel or
implement any other decision provided by law, which the Board of Directors is authorized to carry out.
The Company at the end of the closing year held 682.265 treasury shares that represent 0,6363% of the share capital of the Company.
(i) Significant agreements signed by the Company which enter into force, are amended or terminated in the event of a change in the
Company's ownership following a public offer.
There are no agreements that enter into force, amended or terminated in the event of a change in the Company's ownership following a
public offer.
(j) Significant agreements signed by the Company and members of the Board of Directors or its personnel.
There are no agreements between the Company and its Board members or personnel, which provide for compensation in case of their
resignation or dismissal without substantial cause or termination of office or employment due to a public offer.
Dear Shareholders, the above information, the audit report of the Independent Chartered Auditor, as well as the financial statements of
December 31st, 2022 provide all the necessary information which is at your disposal, in order for you to proceed with the approval of the
financial statements for the year ended December 31st, 2022 and the release of the Board of Directors and auditors from any liabilities.
Sincerely,
THE BOARD OF DIRECTORS
Theodoros Fessas
Chairman
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
105
III. Financial Statements
Contents Page
Statement of financial position 108
Consolidated Statement of profit or loss and other comprehensive income 109
Separate Statement of profit or loss and other comprehensive income 110
Statement of changes in equity 111
Statement of cash flows 112
Notes upon financial information 113
1. General information 113
2. Structure of the Group and operations 114
3. Summary of significant accounting policies 114
4. Financial risk management 131
5. Critical accounting estimates and judgments of management 138
6. Segment information 139
7. Property, plant and equipment 142
8. Goodwill 143
9. Other intangible assets 145
10. Investment property 146
11. Investments in subsidiaries 147
12. Investments in associates 149
13. Receivables from finance leases 150
14. Contract liabilities 150
15. Derivative financial instruments 151
16. Financial assets at fair value through profit or loss 151
17. Deferred tax assets / liabilities 152
18. Inventories 154
19. Trade and other receivables 155
19a. Contract assets 156
20. Cash and cash equivalents 156
21. Share capital 158
22. Reserves 158
23. Loans and borrowings 159
24. Employee benefits 162
25. Government Grants 165
26. Trade and other payables 165
27. Expenses by nature 166
28. Employee benefit expenses 167
29. Finance income / costs 167
30. Income tax expense 168
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
106
31. Other operating income 169
32. Other gains / (losses) net 169
33. Commitments 170
34. Contingent assets and liabilities 170
35. Encumbrances 170
36. Dividends 172
37. Related party transactions 173
38. Earnings per share 176
39. Periods unaudited by the tax authorities 177
40. Number of employees 178
41. Right-of-use assets 179
42. Lease liabilities 180
43. Business Combinations 180
44. Provisions 185
45. Audit and other related fees 185
46. Disposal of subsidiaries and assets and liabilities held for sale 186
47. Restatements 189
48. Subsequent events 189
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
107
Annual Financial Statements 2022
The attached financial statements have been approved by the Board of Directors of Quest Holdings S.A. on April 5, 2023, and have been set
up on the website address www.quest.gr ,where they will remain at the disposal of the investing public for at least 10 years from the date of
its publication. In addition, the annual financial statements of the consolidated non-listed subsidiaries of the Company are posted at the
above website address.
The Chairman
The C.E.O.
The Deputy C.E.O.
Theodore Fessas
Apostolos Georgantzis
Markos Bitsakos
The Group Financial Controller
The Chief Accountant
Dimitris Papadiamantopoulos
Konstantinia Anagnostopoulou
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
108
Statement of financial position
Note
31/12/2022 31/12/2021 31/12/2022 31/12/2021
ASSETS
Non-current assets
Property, plant and equipment 7
Right-of-use assets 41
Goodwill 8
Other intangible assets 9
Investment property 10
Investments in subsidiaries 11 - - 113.902 108.908
Investments in associates 12 709 386 10 -
Financial assets at fair value through profit or loss 16
Contract assets 19a
Receivables from finance leases 13
Deferred tax assets 17
Trade and other receivables 19
Current assets
Inventories 18
Trade and other receivables 19
Contract assets 19a
Receivables from finance leases 13
Financial assets at fair value through profit or loss 16
Current tax assets
Cash and cash equivalents 20
Assets held for sale 46
Total assets
EQUITY
Capital and reserves attributable to owners of the Company
Share capital 21
Reserves 22
Retained earnings
Own shares
(2.867 ) (953 ) (2.867) (953)
Equity attributable to owners of the Company
Non-controlling interests
Total equity
LIABILITIES
Non-current liabilities
Loans and borrowings 23
Deferred tax liabilities 17
Employee benefits 24
Government Grants 25
Contract liabilities 14
Provisions 44
Lease liabilities 42
Trade and other payables 26
Current liabilities
Trade and other payables 26
Contract liabilities 14
Current tax liability
Loans and borrowings 23
Government Grants 25
Derivative Financial Instruments 15
Lease liabilities 42
Liabilties directly associated with the assets held for sale 46 - 37 - -
Total liabilities
Total equity and liabilities
COMPANY
GROUP
The notes on pages 112 to 189 constitute an integral part of these financial statements.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
109
Consolidated Statement of profit or loss and other comprehensive income
Note
Continuing
operations
Discontinued
operations
Total
Continuing
operations
Discontinued
operations
Total
Revenue 6
Cost of sales 27
(878.395 ) (21 ) (878.416 ) (778.811 ) (19.665 ) (798.476 )
Gross profit
Selling and distribution expenses 27
(56.473 ) - (56.473 ) (49.528 ) (2.092 ) (51.620 )
Administrative expenses 27
(41.083 ) (38 ) (41.121 ) (36.670 ) (3.357 ) (40.027 )
Other operating income 31
Other gains / (losses) net 32
Operating profit
Finance income 29
Finance costs 29
(7.212 ) (1 ) (7.213 ) (6.300 ) (333 ) (6.633 )
Finance costs - net
(6.490 ) (1 ) (6.491 ) (5.327 ) (333 ) (5.660 )
Share of profit/ (loss) of equity-accounted investees,
net of tax
12
Profit before tax
Income tax expense 30
(12.893 ) 1 (12.892 ) (8.547 ) (1.665 ) (10.212 )
Profit after tax 41.855 145 42.000 42.790 83.145 125.934
Attributable to :
Owners of the Company
Non-controlling interests
Earnings per share attributable to equity holders
of the Company (€ per share)
Basic and diluted earnings per share 38 0,3873 0,0012 0,3885 0,3991 0,7701 1,1693
Other comprehensive income
Actuarial gains/(losses) on defined benefit pension
plans
28
Total comprehensive income for the period, net
of tax
Attributable to:
Owners of the Company 41.633
Non-controlling interests 590
GROUP
01/01/2022-31/12/2022
01/01/2021-31/12/2021
The notes on pages 112 to 189 constitute an integral part of these financial statements.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
110
Separate Statement of profit or loss and other comprehensive income
The notes on pages 112 to 189 constitute an integral part of these financial statements.
Note
01/01/2022-
31/12/2022
01/01/2021-
31/12/2021
Revenue 6
- -
Cost of sales 27
- -
Gross profit
- -
Selling and distribution expenses 27
- -
Administrative expenses 27
(2.465) (2.088)
Other operating income 31
15.818 13.168
Other gains / (losses) net 32
152 139.645
Operating profit
13.505 150.725
Finance income 29
24 10
Finance costs 29
(105) (350)
Finance costs - net
(81) (340)
Profit/ (Loss) before tax
13.424 150.385
Income tax expense 30
(40) 28
Profit/ (Loss) after tax 13.384 150.413
Other comprehensive income
Actuarial gains/(losses) on defined
benefit pension plans
28
2 (1)
Total comprehensive income / (loss) for
the period
13.386 150.412
COMPANY
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
111
Statement of changes in equity
The notes on pages 112 to 189 constitute an integral part of these financial statements.
GROUP
Share capital
and share
premium
Other
reserves
Retained
earnings
Own shares Total
Balance at 1 January 2021 47.535 8.243 89.879 (146 ) 145.511 1.567 147.078
Profit / (Loss) for the period - - 125.084 - 125.084 850 125.934
Other comprehensive income / (loss) for the year, net of tax - - 79 - 79 - 79
Total comprehensive income / (loss) - - 125.163 - 125.163 850 126.013
Foreign exchange differences - - (36 ) - (36 ) - (36 )
Acquisition of new subsidiaries / change in the % held in
existing subsidiaries
(630 ) (2.014 ) (2.644 )
Formation of statutory reserve - 8.096 (8.096 ) -
Distribution of retained earnings of previous fiscal years
Purchase of own shares
Balance at 1 January 2022 47.535 16.339 195.574 (953 ) 258.495 403 258.898
Profit / (Loss) for the period - - 41.394 - 41.394 606 42.000
Other comprehensive income / (loss) for the period, net of tax - - 368 - 368 - 368
Total comprehensive income / (loss) for the period - - 41.762 - 41.762 606 42.368
Acquisition of new subsidiaries / change in the % held in
existing subsidiaries
Formation of statutory reserve - 1.445 (1.445 ) -
Formation of reserve as per L. 4548/2018 (357 ) 357 - -
Distribution of retained earnings of previous fiscal years - - (60.604 ) -
(60.604 ) - (60.604 )
Purchase of own shares
COMPANY
Balance at 1 January 2021 47.535 2.693 15.460 (146) 65.542
Profit/ (Loss) for the period - - 150.413 - 150.413
Total comprehensive income / (loss) - - 150.413 - 150.413
Distribution of retained earnings of previous fiscal years - - (10.706) - (10.706)
Formation of Statutory reserve - 7.521 (7.521) - -
Purchase of own shares
- - - (807) (807)
Balance at 31 December 2021 47.535 10.214 147.646 (953) 204.442
Balance at 1 January 2022
47.535 10.214 147.646 (953) 204.442
Profit/ (Loss) for the period - - 13.384 - 13.384
Total comprehensive income / (loss) for the period - - 13.384 - 13.384
Formation of statutory reserve - 669 (669) - -
Formation of reserve as per L. 4548/2018 (357) 357 - - -
Distribution of retained earnings of previous fiscal years - - (60.604) - (60.604)
Purchase of own shares
- - - (1.914) (1.914)
Reclassifications
- - 3 - 3
47.178 11.240 99.760 (2.867) 155.312
Balance at 31 December 2022
Total Equity
Balance at 31 December 2022
Attributable to owners of the Company
Balance at 31 December 2021
Share capital
and share
premium
Other
reserves
Retained
eairnings
Own shares
Non-
controlling
interests
Total equity
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
112
Statement of cash flows
Note
01/01/2022-
31/12/2022
01/01/2021-
31/12/2021
01/01/2022-
31/12/2022
01/01/2021-
31/12/2021
Profit/ (Loss) before tax 54.892 136.146 13.424 150.385
Adjustments for:
Depreciation of property, plant and equipment 7 4.610 5.999 31 31
Amortization of intangible assets 9 1.882 2.381 1 2
Depreciation of right-of-use assets 41 5.261 5.578 118 90
(Gain)/loss on sale of financial assets at fair value through P&L (1.226 ) (2.134 ) 2 (1.990)
Change in the fair value of financial assets at fair value through P&L - - (1) (2)
Gain from sale of Cardlink S.A. 46 - (78.128 ) - (85.248)
Loss / (gain) on sale of associates - - 20 -
Share of (profit) / loss of associates 12 (172 ) - - -
Finance income 29 (722 ) (973 ) (24) (10)
Finance costs 29 7.213 6.633 105 350
Dividend income (150 ) - (14.021) (11.429)
Impairments reversal of subsidiaries 11 - - - (52.411)
Other - - 3 -
Changes in working capital
(Increase) / decrease in inventories (20.045 ) (15.140 ) - -
(Increase) / decrease in receivables (32.044 ) (36.228 ) (2.207) (1.620)
Increase/ (decrease) in liabilities 42.481 7.811 (35) (314)
Increase / (decrease) in retirement benefit obligations 117 334 (1) 1
(9.491 ) (43.223 ) (2.243) (1.933)
Cash generated from operating activities
Interest paid (7.213 )
(6.633 ) (105) (350)
Taxes paid (9.629 )
(17.116 ) (2) (5.504)
Net cash from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment 7
(21.957 ) (19.719 ) (16) (10)
Purchase of intangible assets 9
(714 ) (1.336 ) (3) -
Proceeds from sale of financial assets at fair value through P&L
Purchase of financial assets at fair value through P&L
(281 ) - - (5)
Proceeds from sale of property, plant, equipment and intangible assets 202 - - -
Disposal of subsidiaries less direct selling expenses, net of cash disposed of 46 261 88.854 261 91.073
Net cash outflow for the acquisition of subsidiaries
(5.084 ) (2.140 ) (5.004) -
Share capital inrcrease / (decrease) of subsidiaries - - - 2.450
Interest received
Dividends received
Net cash used in investing activities
(25.049 ) 72.046 6.797 108.294
Cash flows from financing activities
Proceeds from borrowings 23
Repayment of borrowings 23
(19.051 ) (10.643 ) (11.990) (13)
Proceeds from sale/ (purchase) of own shares
(1.914 ) (807 ) (1.914) (807)
Payment / collection of leases 42 / 13
(6.631 ) (5.543 ) (99) (86)
Distribution of dividends 36
(60.604 ) (10.706 ) (60.604) (10.706)
Net cash from financing activities
(15.046 ) (14.214 ) (74.607) (11.612)
Net increase/ (decrease) in cash and cash equivalents 20
Cash and cash equivalents at the beginning of the year
Less: Cash and cash equivalents of discontinued operations
Cash and cash equivalents at end of the year 20 168.196 163.036 26.403 96.905
COMPANY
GROUP
The notes on pages 112 to 189 constitute an integral part of these financial statements.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
113
subject to approval by the Ordinary Annual Meeting of the shareholders.
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
114
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
115
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
116
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
117
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
118
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
119
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
120
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
121
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
122
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
123
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
124
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
125
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
126
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
127
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
128
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
129
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
130
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
131
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
132
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
133
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
134
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
135
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
136
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
137
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
138
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
139
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
140
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
141
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
142
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
143
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
144
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
145
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
146
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
147
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
148
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
149
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
150
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
151
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
152
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
153
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
154
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
155
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
156
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
157
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
158
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
159
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
160
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
161
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
162
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
163
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
164
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
165
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
166
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
167
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
168
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
169
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
170
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
171
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
172
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
173
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
174
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
175
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
176
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
177
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
178
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
179
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
180
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
181
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
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Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
183
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
184
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
185
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
186
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
187
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
188
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
189
Financial statements for the year ended 31 December 2022
(Amounts presented in thousand Euro unless otherwise stated)
190
IV. Independent Auditors’ Report
Independent Auditor’s Report
(Translated from the original in Greek)
To the Shareholders of
QUEST HOLDINGS S.A.
Report on the Audit of the Separate and Consolidated Financial Statements
Opinion
We have audited the accompanying Separate and Consolidated Financial Statements of
QUEST HOLDINGS S.A. (the “Company”) which comprise the Separate and Consolidated
Statement of Financial Position as at 31 December 2022, the Separate and Consolidated
Statements of Comprehensive Income, Changes in Equity and Cash Flows for the year then
ended, and notes, comprising a summary of significant accounting policies and other
explanatory information.
In our opinion, the accompanying Separate and Consolidated Financial Statements present
fairly, in all material respects, the separate and consolidated financial position of QUEST
HOLDINGS S.A. and its subsidiaries (the “Group”) as at 31 December 2022 and its separate
and consolidated financial performance and its separate and consolidated cash flows for the
year then ended, in accordance with International Financial Reporting Standards as adopted
by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISA), as
incorporated in Greek legislation. Our responsibilities under those standards are further
described in the Auditors’ Responsibilities for the Audit of the Separate and Consolidated
Financial Statements section of our report. We are independent of the Company and the
Group in accordance with the International Ethics Standards Board for Accountants
International Code of Ethics for Professional Accountants, as incorporated in Greek
legislation, and with the ethical requirements that are relevant to the audit of the separate and
consolidated financial statements in Greece, and we have fulfilled our other ethical
responsibilities in accordance with the requirements of the applicable legislation. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
2
Key Audit Matters
Key audit matters are those matters, that, in our professional judgment, were of most
significance in our audit of the Separate and Consolidated Financial Statements of the current
period. These matters and the relevant significant assessed risks of material misstatement
were addressed in the context of our audit of the Separate and Consolidated Financial
Statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Impairment Assessment of Goodwill and Investments in subsidiaries (Separate
and Consolidated Financial Statements)
See Note 3.4,3.8, 5.1, 8,11 and 43 to the Separate and Consolidated Financial Statements
The key audit matter How the matter was addressed in our
audit
As of 31 December 2022, the Group had
recognized “Goodwill” amounting to
EUR 36.4 million in the consolidated financial
statements. In the separate financial
statements as of 31 December 2022, the
Company had recognized investments in
subsidiaries amounting to EUR 113.9 million
which are accounted for at cost, adjusted for
any impairment where necessary.
In accordance with IFRS, management
performs impairment tests for goodwill at the
end of each reporting period or more often,
when indications exist that the carrying value
of each Cash Generating Unit (CGU)
(subsidiaries companies) that Goodwill has
been allocated, exceeds its recoverable
amount. Respectively, regarding the
investments in subsidiaries, the impairment is
examined when relevant indications exist.
The Group assesses the recoverable amount
of CGUs subsidiaries based on value in use.
The calculation of value in use requires
estimates by Management relating to
variables as compound annual revenue
growth rate, earnings before financial and
investing activities, depreciation and
Regarding this matter, our audit procedures
included, among others, the following:
1. We examined management’s ass
essment
and analysis regarding the existence of
indications of impairment of the
investments in subsidiaries. We
compared, actual versus budgeted
performance and we assessed the
reasons for any variances and their
potential impact on future performance,
and the historical accuracy of
management's budgets and forecasts.
2. For the subsidiaries where indications of
impairment exist or where goodwill had
been allocated, we performed the
following: With the support of our valuation
experts:
i) we evaluated the appropriateness of
the methods applied for the
identification of recoverable amount of
CGUs
ii) we evaluated the reasonableness of
the key assumptions and estimates of
future cash flows. The key
assumptions that were evaluated
3
amortization and impairments, growth rate,
the discount rate and the current and future
market conditions.
The above estimates require significant
judgement from the Management and include
a level of uncertainty. Consequently, we
consider the impairment assessment of
Goodwill and Investments in subsidiaries as
a key audit matter.
Disclosures regarding the assumptions and
the methodology used for the calculation of
the impairment are important to provide
clarity to the separate and consolidated
financial statements.
included the revenue trend of CGUs,
the earnings before financial and
investing activities, depreciation and
amortization and impairments, growth
rate and the discount rate used in the
future cash flow projections.
iii) we performed a sensitivity analysis on
the key assumptions adopted
iv) our assessment also included a
comparison of the key assumptions
used in management's valuation
models, with external data and market
trends, our knowledge of the
Company and the industry as well as
the assumptions used in the previous
year and
v) we confirmed the mathematical
accuracy of discounted cash flow
models for the identification of value
in use of CGUs.
3. We evaluated the reliability of
management’s estimates during the
preparation of the business plans,
comparing the previous budgeted
estimates to the actual performance of
the CGUs.
Finally, we assessed the appropriateness
and the adequacy of the related disclosures
in the separate and consolidated financial
statements, regarding the above issues.
Revenue Recognition
See Note 3.22α, 5ε, 6, 14 and 19α to the Separate and Consolidated Financial Statements
The key audit matter How the matter was addressed in our
audit
The Group's revenue for the year ended
31 December 2022 amounted to EUR
1 031.9 million (EUR 947.9 million for the
year ended 31 December 2021).
Our audit approach included the following
procedures:
1. We assessed the consistency of the
accounting policies and methodology
adopted by the Group regarding the revenue
4
The Group's revenues are derived from
diversified operating segments. Their
recognition has been identified as an area of
audit interest as it involves complexity related
to the volume of transactions and the
diversity of products and services offered, as
well as management judgments and
estimates.
With respect to the IT services sector,
revenue recognition from the production of
software contracts is performed over time by
measuring progress towards the full
fulfillment of commitments based on the cost
completion rate, in accordance with IFRS 15.
The determination of the completion rate
based on total cost requires significant
management judgments and estimates
regarding the budget of the total cost of the
projects.
Management's estimates affect significantly
the revenue recognized from the execution of
software contracts, the profit margins, and
the recoverability of contractual assets
related to software contracts.
In relation to the retail sector, as revenue is
recognized when control is transferred to the
customer, a risk was identified that revenue
may not be recognized in the correct
accounting period.
recognition from customers with the
requirements of IFRS 15.
2. We examined the proper cut off for each
accounting period by examining sales
performed near the end date of the reference
period and after it, taking into consideration
the required times for product delivery and
customer acceptance, by correlating invoices
with the corresponding dispatch notes.
3. For a sample of customer contracts, we
examined the proper cut off for accounting
periods and the accuracy and completeness
of the calculated discounts based on the
contracts terms and we performed an
agreement with the corresponding issued
invoices and other supporting documents.
4. By applying sample testing, we performed
test of details concerning recognition of
revenue from software programs, assessing
the appropriate recognition of revenue, in
accordance with the accounting principles
and methods followed by the Group's
management and the requirements of IFRS
15. Furthermore:
(i) We reviewed and obtained an
understanding of the key terms of the
contracts to confirm, per project, the
performance obligations, and the point in
time they are satisfied and the method of
allocating the transaction price to
separate performance obligations,
(ii) we compared the actual results per
selected contract with the approved
budgeted amounts and the historical
data, to assess the extent of reliability of
Management's judgments and
estimates,
(iii) we examined the completeness and
accuracy of the costs, and other
expenses incurred for satisfying the
performance obligations and we
correlated them with the relevant
projects/contracts, taking into account
the respective invoices, contracts and
other supporting documents,
5
(iv) we recalculated the percentage of
settling the performance obligations
based on the actual costs incurred and
(v) we examined the recoverability of
contract assets by tracing subsequent
invoicing and collections.
5. We assessed the adequacy of the
disclosures in the Notes to the financial
statements, in relation to this matter.
Other Information
The Board of Directors is responsible for the other information. The other information
comprises the information included in the Board of Directors’ Report, for which reference is
made in the “Report on Other Legal and Regulatory Requirements” and the Declarations of
the Members of the Board of Directors but does not include the Separate and Consolidated
Financial Statements and our Auditors’ Report thereon.
Our opinion on the Separate and Consolidated Financial Statements does not cover the other
information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Separate and Consolidated Financial Statements, our
responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the Separate and Consolidated Financial
Statements, or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.
Responsibilities of the Board of Directors and Those Charged with Governance
for the Separate and Consolidated Financial Statements
The Board of Directors is responsible for the preparation and fair presentation of the Separate
and Consolidated Financial Statements in accordance with International Financial Reporting
Standards as adopted by the European Union, and for such internal control as the Board of
Directors determines is necessary to enable the preparation of separate and consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the Separate and Consolidated Financial Statements, the Board of Directors is
responsible for assessing the Company’s and the Group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either intends to liquidate the
Company and the Group or to cease operations, or has no realistic alternative but to do so.
6
The Audit Committee of the Company is responsible for overseeing the Company’s and the
Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Separate and Consolidated
Financial Statements
Our objectives are to obtain reasonable assurance about whether the Separate and
Consolidated Financial Statements are free from material misstatement, whether due to fraud
or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a
high level of assurance but is not a guarantee that an audit conducted in accordance with
ISAs which have been incorporated in Greek legislation will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken based on these Separate and Consolidated Financial
Statements.
As part of an audit in accordance with ISAs, which have been incorporated in Greek
legislation, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the separate and consolidated
financial statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s and the Group’s internal
control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors .
• Conclude on the appropriateness of the Board of Directors’ use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s and the Group’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’ report to the
related disclosures in the Separate and Consolidated Financial Statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditors’ report. However, future events or
conditions may cause the Company or the Group to cease to continue as a going
concern.
• Evaluate the overall presentation, structure, and content of the Separate and
Consolidated Financial Statements, including the disclosures, and whether the separate
7
and consolidated financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on these
Consolidated Financial Statements. We are responsible for the direction, supervision, and
performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence and communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the Separate and Consolidated Financial
Statements of the current period and are therefore the key audit matters. We describe these
matters in our auditors’ report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1 Board of Directors’ Report
The Board of Directors is responsible for the preparation of the Board of Directors’ Report
[and the Corporate Governance Statement that is included in this report. Our opinion on the
financial statements does not cover the Board of Directors’ Report and we do not express an
audit opinion thereon. Our responsibility is to read the Board of Directors’ Report and, in
doing so, consider whether, based on our financial statements audit work, the information
therein is materially misstated or inconsistent with the financial statements or our audit
knowledge. Based solely on that work pursuant to the provisions of paragraph 5 of Article 2 of
Law 4336/2015 (part B), we note that:
(a) The Board of Directors’ Report includes a Corporate Governance Statement which
provides the information set by Article 152 of L. 4548/2018.
(b) In our opinion, the Board of Directors’ Report has been prepared in accordance with the
applicable legal requirements of Articles 150 and 153-154 and of paragraph 1 (cases c
and d) of article 152 of L. 4548/2018 and its contents correspond with the
accompanying Separate and Consolidated Financial Statements for the year ended
31 December 2022.
8
(c) Based on the knowledge acquired during our audit, relating to QUEST HOLDINGS
S.A.and its environment, we have not identified any material misstatements in the
Board of Directors’ Report.
2 Additional Report to the audit Committee
Our audit opinion on the Separate and Consolidated Financial Statements is consistent with
the Additional Report to the Audit Committee of the Company dated 6 April 2023, pursuant to
the requirements of article 11 of the Regulation 537/2014 of the European Union (EU).
3 Provision of non Audit Services
We have not provided to the Company and its subsidiaries any prohibited non-audit services
referred to in article 5 of Regulation (EU) 537/2014 or any other permissible non-audit
services. The permissible non-audit services that we have provided to the Company and its
subsidiaries during the year ended 31 December 2022 are disclosed in Note 45 of the
accompanying Separate and Consolidated Financial Statements.
4 Appointment of Auditors
We were appointed for the first time as Certified Auditors of the Company based on the
decision of the Annual General Shareholders’ Meeting dated 26 June 2020. From then
onwards our appointment has been renewed uninterruptedly for a total period of 3 years
based on the annual decisions of the General Shareholders’ Meeting.
5 Operations Regulation
The Company has an Operations Regulation in accordance with the content provided by the
provisions of the article 14 of Law 4706/2020.
6 Assurance Report on the European Single Electronic Reporting Format
We examined the digital files of the company QUEST HOLDINGS S.A. (referred as the
“Company” or/and “Group”), which were prepared in accordance with the European Single
Electronic Format (ESEF) that is determined by the Commission Delegated Regulation
(EU) 2019/815, as amended by the Regulation (EU) 2020/1989 (the ESEF Regulation) that
include the separate and consolidated financial statements of the Company and the Group for
9
the year ended as at 31 December 2022 in XHTML format (549300GTDOPCSETABE37-
2022-12-31-el.xhtml), and also the file XBRL (549300GTDOPCSETABE37-2022-12-31-el.zip)
with the appropriate mark-up of the those consolidated financial statements, including of the
Notes to the Consolidated Financial Statements.
Regulatory framework
The digital files of the European Single Electronic Format are prepared in accordance with the
ESEF Regulation, and the 2020/C 379/01 Commission Interpretative Communication issued
on 10 November 2020, as required by the L. 3556/2007 and the relevant announcements of
the Hellenic Capital Markets Commission and the Athens Stock Exchange (the “ESEF
Regulatory Framework”).
This Framework includes in summary, among others, the following requirements:
• All the annual financial reports must be prepared in XHTML format.
• With respects to the consolidated financial statements based on International Financial
Reporting Standards (IFRS), the financial information that is included in the Statement of
Comprehensive Income, the Statement of Financial Position, the Statement of Changes
in Equity and the Statement of Cash Flows, as well as in the Notes to the consolidated
financial statements, must be marked up with XBRL tags, in accordance with the ESEF
Taxonomy, as in force. The technical requirements for the ESEF, including the relevant
taxonomy, are included in the ESEF Regulatory Technical Standards, including of the
Notes to the Consolidated Financial Statements.
The requirements as defined in the ESEF Regulatory Framework as in force are appropriate
criteria in order to express a reasonable assurance conclusion.
Responsibilities of the Board of Directors and those charged with governance
The Board of Directors is responsible for the preparation and filing of the separate and
consolidated financial statements of the Company and the Group, for the year ended as at
31 December 2022, in accordance with the requirements determined by the ESEF Regulatory
Framework, and for such internal control as the Board of Directors determines is necessary to
enable the preparation of digital files that are free from material misstatement, whether due to
fraud or error.
Auditors’ Responsibilities
Our responsibility is the planning and the execution of this assurance engagement in
accordance with the 214/4/11 February 2022 Decision of the Hellenic Accounting and Auditing
Standards Oversight Board and the Guidelines for the assurance engagement and report of
Certified Auditors on the European Single Electronic Reporting Format (ESEF) of issuers with
shares listed in a regulated market in Greece”, as these were issued by the Institute of
Certified Public Accountants of Greece on 14 February 2022 (the “ESEF Guidelines”), in order
to obtain reasonable assurance that the separate and consolidated financial statements of the
Company and the Group that are prepared by the the Board of Directors of the Company in
accordance with the ESEF comply in all material respects with the ESEF Regulatory
Framework as in force.
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Our work was performed in accordance with the International Ethics Standards Board for
Accountants’ Code of Ethics for Professional Accountants, as it has been incorporated into
Greek legislation and we have also fulfilled our independence requirements, in accordance
with the L. 4449/2017 and the Regulation (EU) 537/2014.
The assurance work that we carried out refers exclusively to the ESEF Guidelines and was
conducted in accordance with the International Standard on Assurance Engagements 3000,
“Assurance Engagements other than Audits or Reviews of Historical Financial Information”.
Reasonable assurance is a high level of assurance but is not a guarantee that such an
assurance engagement will always detect a material misstatement regarding non-compliance
with the requirements of the ESEF Regulation.
Conclusion
Based on the procedures performed and the evidence obtained, we express the conclusion
that the separate and consolidated financial statements of the Company and the Group for
the year ended as of 31 December 2022 in XHTML format (549300GTDOPCSETABE37-
2022-12-31-el.xhtml), and the XBRL file (549300GTDOPCSETABE37-2022-12-31-el.zip)
marked up with respects to the consolidated financial statements, including the Notes to the
consolidated financial statements, have been prepared, in all material respects, in
accordance with the requirements of the ESEF Regulatory Framework.
Athens, 6 April 2023
KPMG Certified Auditors S.A.
AM SOEL 114
Harry Sirounis, Certified Auditor
AM SOEL 19071