Combined Code

Hellenic Carriers supports high standards of corporate governance. The Company intends to comply with the Combined Code taking into account the recommendations of the Quoted Companies Alliance.

The Combined Code is a code of desirable corporate governance practices and procedures for public companies trading on markets in the UK, and is based on recommendations made by a number of committees which have been set up from time to time to consider corporate governance best practice in the UK. On a strict interpretation of the Combined Code, it applies only to companies which are admitted to the Official List and it is therefore up to an AIM company's directors and its nominated adviser to decide the extent to which the AIM listed company will comply with the Combined Code.

The Quoted Companies Alliance has also published corporate governance guidelines for AIM listed companies. These guidelines acknowledge that compliance with certain of the provisions of the Combined Code will be inappropriate for, or take longer to implement by, AIM listed companies because of their nature and resources.

The QCA Guidelines recommend that there be a formal schedule of matters specifically reserved for the board's decision and that the board be supplied with information in a timely manner so as to enable it to discharge its duties. We have adopted a schedule of matters reserved for the Board in a form similar to that recommended by the QCA Guidelines. The QCA Guidelines also recommend that the roles of chairman and chief executive should not be exercised by the same individual and that a company has at least two independent non-executive directors (one of whom should be the chairman). Furthermore, all directors should be submitted for re-election at regular intervals subject to continued satisfactory performance. The QCA Guidelines also recommend the establishment of Audit, Remuneration and Nomination Committees and that the Audit and Remuneration Committees should comprise at least two members all of whom should be independent non-executive directors.

Committees

We have established an Audit Committee, a Remuneration Committee and a Nomination Committee.

Audit Committee

The Audit Committee comprises of our two independent non-executive Directors and our non-executive Chairman. It is responsible for ensuring that our financial performance is properly reported on and monitored and for reviewing internal control systems and the auditors' reports relating to our accounts. The Combined Code recommends that all members of the Audit Committee be non-executive directors, independent in character and judgement and free from any relationship or circumstances which may, or could or would be likely to, or which appears to affect their judgment. The Board considers that the Company complies with the Combined Code in this respect.

Remuneration Committee

The Remuneration Committee comprises our two independent non-executive Directors and our non-executive Chairman. It is responsible for determining and agreeing with the Board the framework for the remuneration of the Chief Executive Officer, all other executive Directors, the Company Secretary and such other members of the executive management as it is designated to consider. It is furthermore responsible for determining the total individual remuneration packages of each Director including, where appropriate, bonuses, incentive payments and share options. The Remuneration Committee will also liaise with the Nomination Committee to ensure that the remuneration of newly appointed executives is within our overall policy.

Nomination Committee

The Nomination Committee comprises one independent non-executive Director, our non-executive Chairman and our Chief Executive Officer. It is responsible for reviewing the structure, size and composition of the Board, preparing a description of the role and capabilities required for a particular appointment and identifying and nominating candidates to fill Board positions as and when they arise.