According to the Organization for Economic Co-operation and Development (OECD) Principles of Corporate Governance, corporate governance constitutes the structure through which the company’s objectives are approached and set, the main risks it faces in its operation are identified, the means of attaining the goals of the company are identified, the risk management system is organized, and the monitoring of the management’s performance in implementing all the above is enabled. The Group’s Vision 2025, strategy and values are supported by individual aspects of the parent company’s governance model (Board of Directors’ Emergence & Function, Risk Management, Sustainable Development Strategy and Financial Performance).
of Corporate Governance to align it with the new business model
The parent company has adopted the Greek Corporate Governance Code (June 2021 edition) of the Hellenic Corporate Governance Council (HCGC) for Listed Companies. The Corporate Governance Code follows a “comply or explain” approach and requires listed companies that choose to apply it to disclose their intention to do so and either comply with the specific practices of the Code or explain their reasons for not complying with some of them. The parent company intends to adopt appropriate policies and proposals in order to minimize existing deviations from the provisions of the Code. Further details are presented in the Annual Financial Report for Fiscal Year 2021, and in particular in the Corporate Governance Statement.
The Code is available to all Group staff via the Group’s internal website (intranet). The parent company, in addition to the provisions of the Code, complied during 2021 with all relevant provisions of Greek legislation.
The Board of Directors is the highest governing body of the company and primarily formulates the company’s strategy and development policy, and supervises and monitors the management of the company’s assets. It consists of eleven (11) members and its term of office is three years, i.e. until 30 June 2024.
During 2021, the Board of Directors increased the number of Non-Executive Directors to 9 (including the Chairman of the Board as a non-executive director). The Board has established the committees in order to achieve the corporate objectives and ensure the smooth operation of the Group.
Number of Members per Year of Participation in the Board
Board Composition by Age & Gender
The parent company has established, maintains and implements key principles and rules regarding the remuneration of the Board members (“Remuneration Policy”) that contribute to its business strategy, long-term interests and sustainability. The Policy was approved by a resolution of the Extraordinary General Meeting of Shareholders of the parent company dated 20 December 2019 and was amended by a resolution of the Ordinary General Meeting of Shareholders of 30 June 2021 to align with the changes resulting from the amendment of the Articles of Association and the approval of the parent company’s Directors’ Remuneration Policy by the Extraordinary General Meeting of Shareholders of 28 May 2021. The 2020 Remuneration Report is available via the Group’s website, while the corresponding 2021 report will be posted after its approval by the 2022 Annual General Meeting.
In the context of the transition to a low-carbon economy and the Group’s vision for health, safety and the environment, a Sustainability Committee was established by Board resolution 1387/2/30.6.2021. The purpose of the Committee is to assist the Board in strengthening the Group’s long-term commitment to creating value in the economy, the environment and society and to oversee the implementation of responsible and ethical business conduct in environmental, social and corporate governance (ESG) matters.
The committee is responsible for overseeing the identification of stakeholders and the ways of communicating with them regarding the understanding of their interests, the identification of the Group’s material issues, the implementation of the sustainable development policy and the commitments contained therein, as well as providing guidance on the individual aspects/pillars of the implementation of this policy (such as health & safety, environment and climate change, society) and the risks associated with them. The commitments of the parent company and Group companies are set out in the Health, Safety, Environment and Sustainable Development Policy, which is included in the parent company’s Operating Regulations. Further details are presented in the Annual Financial Report for Fiscal Year 2021.
Regulatory Compliance is a belief and commitment of the Management and aims to ensure that the Group’s overall operations are lawful and meet high standards of corporate responsibility. The HELLENIC PETROLEUM Group aims to conduct its activities in accordance with the principles of healthy competition, demonstrating zero tolerance to incidents of corruption, and to be governed by specific values and principles that apply to all aspects of corporate actions.
In this way, a climate of trust and security is fostered between the company and its stakeholders, including its employees, customers, suppliers and consumers, its shareholders and other stakeholders. At the same time, the company’s commercial position is strengthened and its reputation is consolidated.
The Code of Conduct sets out the principles that govern the Group’s activities in Greece and abroad, and determines the way in which the Group operates in order to achieve its business objectives, with the ultimate aim of ensuring its sustainability and growth. The Code of Conduct is binding for all employees of the Group in Greece and abroad, as well as for every third party that deals with the HELLENIC PETROLEUM Group.
The procedure of acceptance and reaffirmation of the said commitment is carried out regularly by the Group’s Division of Human Resources and Administrative Services and the Code has been translated into all the languages of the countries where the Group operates, as well as into English.
During a period of almost ten years of implementation of the Code of Conduct, extensive training of executives and employees of the Group companies has taken place as far as the content and key commitments of the Code are concerned. At the same time, the Regulatory Compliance Office ensures the implementation of the Code’s provisions, offering relevant advice and investigating reports or complaints regarding potential breaches of the aforementioned rules. Furthermore, the internal structure and corporate governance of the Group companies provide for adequate safeguards, partnerships of two or more persons, internal approvals and audits to prevent corruption.
The Code of Conduct is expected to be revised in 2022, as part of a broader review of the corporate governance system to comply with the latest legislative developments, which include the policy on combating violence and harassment in the workplace and the protection of persons who report or disclose information obtained in an employment context that relates to illegal acts (whistleblowing).
In order to ensure the proper and effective operation of the Company, Policies and Procedures are drawn up, within the framework of the responsibilities of the Divisions and the Departments, which are part of the Business Organization System (BOS), and are approved according to their content and scope, in accordance with the BOS Implementation Policy in force at any given time.
Tax & Customs issues for all Group companies are monitored, audited and coordinated centrally by the Group Tax & Customs Department (GT&CD). GT&CD ensures compliance with tax and customs legislation, as well as compliance, transparency and audit requirements, both in Greece and in all other countries where the Group operates, in accordance with the existing institutional framework and the Group’s practices and policies, in close cooperation with the competent authorities.
Specifically in Greece, where the Group’s main activities and the parent company are located, tax compliance is verified annually with all companies obtaining “unqualified” tax certificates issued by the auditors.
GT&CD also acts as a tax advisor to the Group, by providing suggestions and instructions, directly monitoring the developments and constant changes in the respective institutional framework, in addition to actively participating in committees and bodies for consultation and submission of additional proposals and adjustments, to the competent authorities. It also appropriately utilizes the framework for the optimization of tax cash flows and refunds, while it also examines the inclusion of investments within the framework of development laws, with the aim of optimal overall management of tax and customs issues at all levels, taking into account the respective impacts, risks and opportunities.
Since 2018, the Group has adopted a Competition Policy and Compliance Manual. This Policy reflects the Group’s ongoing commitment to comply with the provisions of Greek and European competition law, as well as the national laws of the countries in which it operates. Furthermore, the Policy aims to assist the Group’s Management, executives and employees to understand the fundamental rules of Fair Competition and their impact on the Group’s day-to-day operations and the formation of its business practices.
The implementation of the Group’s business objectives, in accordance with the rules of Fair Competition, contributes to Sustainable Development, enhances the Group’s competitiveness and prevents any violation of competition law that may expose the Group and each individual employee to the risk of severe penalties.
All activities relating to advertising and product promotion are fully in line with the Code of Conduct of the Hellenic Advertising Association and the Association of Advertising and Communication Companies (see also index 417-3). Marketing Department executives participate in training programs and seminars to keep up to date with best practices and new regulations.
The Group’s risk management system is designed to identify and manage threats and opportunities and includes safeguards and audit mechanisms at various levels within the Group, as detailed in the Annual Financial Report for Fiscal Year 2021 (pp. 238-245, 257-262, 276-279).
Part of the Internal Audit System is the Group’s Internal Audit Division (GIAD), which contributes to the improvement of the Risk Identification, Assessment and Management environment, the Internal Audit Systems and Corporate Governance, with the objective of attaining the Group’s strategic objectives.
Major actions undertaken in 2021:
|Petroleum production, handling and marketing facilities (5 facilities were also examined for safety and environmental issues)||20|
|Social issues (COVID, Procurement, Human Resources)||16|
Internal Audits Program
|Percentage of coverage of annual audit program||111%||105%||115%||100%|
HELLENIC PETROLEUM Group’s commitment to manage the personal data that come to its possession in the context of its business activities in accordance with the General Data Protection Regulation, Greek legislation and internationally recognized best practices and modern technological developments is reflected in the Personal Data Protection Policy, which applies to and is implemented by the entire Group. In order to ensure good governance on personal data issues at Group level, as well as in all organizational units and subsidiaries in Greece and abroad, a Group Data Protection Officer and Privacy Protection Officers have been appointed in each organizational unit and subsidiary. Five of the subsidiaries (EKO SA, EKO KALYPSO MEPE, ELPEFUTURE, EKO Bulgaria and OKTA) have appointed independent Data Protection Officers, who collaborate with the Group Data Protection Officer. This way, an organizational structure has been created throughout the Group in order to ensure the implementation of the applicable legislation, Personal Data Protection Policy and the individual procedures and actions by which the Policy is implemented in the context of the Group’s day-to-day activities.
The Group aims to ensure that its activity is fully in line with applicable legislation and is governed by transparency and respect for the rights of its Personnel, Customers, Suppliers and Partners.
The Group acknowledges the criticality of Information Systems Security for its sustainability and evolution, primarily for the secure operation of its facilities, but also for the digital transformation of its internal processes. Having been recognized as a BSO (Basic Services Operator) by the National Cybersecurity Authority, it is committed to harmonization and compliance with the NIS Directive (EU 2016/1148) and the relevant National Legislation (Law 4577/2018), already following best practices and investing in cutting-edge technologies in the field of Information Systems Security. For the above purposes, an employee training program is being implemented, while a technological investment action plan has been developed in order to achieve the optimal balance between business needs and security. In 2021, 480 man-hours of training on cybersecurity matters were carried out.
man-hours training in cybersecurity issues