Regulatory Compliance reflects the philosophy and commitment of the Management and aims at ensuring that the company’s overall activity is law-abiding and corresponds to high levels of corporate responsibility. It establishes a climate of trust between the company and its partners in business – persons or entities – including employees, customers, suppliers, consumers and shareholders, as well as the administrative and judicial authorities. This way, the company’s commercial position is strengthened and its reputation is established, while enabling the development of the requisite climate of security and trust among its business partners and other stakeholders.
The fundamental principles and values that govern the operations and business activities of the Group’s companies in Greece and abroad are included in a comprehensive Code of Conduct, the implementation of which is mandatory both for the Group’s Management and personnel and its external associates and suppliers.
The Code of Conduct provides for the operation of a Regulatory Compliance Unit, which ensures the implementation of the Code of Conduct and offers advice in connection to the Code, while also investigating complaints or reports about instances of its violation.
The Code of Conduct of HELLENIC PETROLEUM Group includes special clauses on the banning of actions and behaviours that constitute acts of corruption, and provides for serious penalties when such actions are discovered.
Various topics in the Code of Conduct are further outlined in specific Policies, such as Competition Policy and Personal Data Protection Policy.
Furthermore, the internal structure and corporate governance of the Group’s companies stipulate sufficient safeguards, collaboration of two or more individuals, and internal permissions and audits in order to prevent instances of corruption.
The Code of Conduct is expected to be revised in 2021 as part of the broader revision of the corporate governance system to comply with the requirements of Law 4706/2020.
The aim of HELLENIC PETROLEUM Group is to ensure that its activities are in accordance with the principles of healthy competition, displaying zero tolerance to instances of corruption, and are governed by specific values and principles that are applied to all aspects of corporate activity, from simple, everyday matters to more important and complex ones. These values and principles define a law-abiding and ethical mode of operation for the Group, towards attaining its business objectives and safeguarding its sustainability and progress.
According to the Principles of Corporate Governance by the Organisation for Economic Co-operation and Development (OECD), corporate governance is articulated as a system of relationships among the Management of the company, the Board of Directors (BoD), its shareholders and other stakeholders. It constitutes the structure whereby the goals of the company are set and pursued, the main risks it confronts in its operations are identified, the means for attaining the corporate goals are determined, the risk management system is organised, and the monitoring of the performance of the Management in implementing all the above is enabled.
In compliance with the provision of article 152, par. 1 of Law 4548/2018, the company includes the Corporate Governance Statement in the Annual Management Report of the Board of the Directors for the 2020 fiscal year as a special supplement, which is available online . The company has adopted the Corporate Governance Code of the Greek Corporate Governance Council (GCGC) for Listed Companies (hereinafter referred to as the “Code”). The Code is available on the ESED website .
Besides the ESED site, the Code is available to all staff through the company’s internal website as well as in printed form at the Group’s Finance General Division and Human Resources General Division. The Code of Corporate Governance, as opposed to the mandatory provisions of the law, is a text of self-regulatory and voluntary commitment of the company
The Corporate Governance Code adheres to the “comply or explain” approach and stipulates that the listed companies that choose to implement it publicize such an intention and either comply with all the special practices provided in the Code or explain their reasons for not complying with specific special practices. For further details, see Annual Report 2020, p. 187.
The company is managed by a Board of Directors consisting of thirteen (13) members and its term of office is five years. The term of the current Board will expire on 17/4/2023 and may be extended until the expiry of the deadline within which the next Ordinary General Meeting of the shareholders of the company must be held.
The BoD constitutes the company’s highest management body and principally defines the company’s strategy and corporate development policy and supervises and monitors the management of the company’s assets. For further details, see Annual Report 2020, p. 196.
The HELLENIC PETROLEUM Group is one of the leading energy groups in South East Europe with activities spanning across the energy value chain: Refining, Supply, Wholesale Trade of Petroleum Products, Retail Marketing of Petroleum Products in Greece and abroad, Renewable Energy Sources, Production and Trade of Electricity and Natural Gas, Electromobility, Production and Trade of Petrochemicals, Exploration and Production of Hydrocarbons, Engineering.
The Group’s risk management system has been designed to identify and manage threats and opportunities. It includes safeguards and audit mechanisms at various levels within the Group, as described in detail at the Annual Financial Report for Fiscal Year 2020, p. 189-192, 198-200, 207-209.
Part of the Internal Audit System is the operation of the Group’s Internal Audit Division (GIAD), which contributes to the improvement of conditions for Risk Identification, Assessment and Management, the Internal Audit System and Corporate Governance, with the objective of attaining the Group’s strategic goals.
Important actions undertaken in 2020 are the following:
1. A Group-wide Risk Assessment, which constitutes a Corporate Governance practice, was conducted for the sixth consecutive year. The project was undertaken by the heads of the Group’s administrative units and companies, and was co-ordinated by GIAD. During 2020, GIAD began introducing improvements to the procedure, in accordance with the relevant Guide of the International Professional Practices Framework (IPPF). These improvements will continue in the following years, until the full adoption of the Standard.
2. With the support of the Quality Assurance Department of GIAD, the Quality Assurance and Improvement Program continued in 2020 with 4 new actions.
3. In the context of the COVID-19 pandemic, GIAD undertook the leading role of auditing the compliance of the Group with the protective mesures against COVID-19, by conducting audits once a fortnight and issuing relevant reports.
4. In 2020, 1 auditor received certification on International Financial Reporting Standards (IFREL). In total, since 2017, 6 executive members/ auditors of GIAD have been certified with various certifications (CIA, CICA, COSO, CFE, CGAP, Cert (ABC) and IFREL).
5. In total, 50 audits were conducted (35 ordinary and 15 extraordinary ones), exceeding the audit plan for the year.
6. The audits were extended to sectors that had not been audited in the past, such as new Refinery Key Performance Indicators (KPIs), Technical Service Contracts and senior administrative units, so as to provide audit coverage of all Group activities.
7. One complaint concerning a breach of the Group’s Procurement Manual in an administrative unit was examined and improvements were suggested, aiming to eliminate any deviation.
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In addition, and in order to ensure that the company operates properly and efficiently, Policies and Procedures that fall under the Operational Administration System (O.A.S.) are drafted, in the framework of the responsibilities of the Divisions and Departments, and are approved, depending on their content and field of application, in accordance with the applicable O.A.S. Implementation Policy.
Tax and customs issues for all Group companies are closely monitored, audited and centrally coordinated by the Group Tax & Customs Department (GT&CD). GT&CD ensures compliance with the relevant Tax & Customs legislation, as well as with transparency and audit requirements, both in Greece and in all other countries / jurisdictions where the Group operates, in accordance with the existing regime and the Group’s high standards, in close cooperation with the relevant state authorities.
Specifically in Greece, where the parent company is headquartered and the Group’s main activities take place, tax compliance is verified annually, with all companies obtaining “unqualified” tax certificates through a tax audit performed by independent certified auditors.
GT&CD acts in parallel, as an internal tax & customs advisor for the Group, following up on all developments and continuous changes in the relevant institutional framework. Moreover, it actively participates in committees and associations for public advocacy and consultation purposes and the submission of proposals and adjustments to the relevant authorities. Additionally, it examines the potential for utilizing the framework of incentive laws with regards to the Group’s investments while, on the other hand, seeking to optimize the management of Tax & Customs affairs at all levels, taking into consideration the relevant consequences and opportunities.
The HELLENIC PETROLEUM Group has incorporated Sustainable Development into its strategy and all of its activities are in line with the principles of socially responsible business activity. This approach is also reflected in the general Corporate Responsibility policy that has been applied over the last ten years.
Every effort is made to minimize environmental impact, create a safe, healthy and good working environment, protect human rights and create conditions for growth that fulfil the existing needs of the society without compromising the future of the next generations.
In the context of implementing this policy, the Group:
On the basis of the principle of Transparency and the Group’s commitment to constantly informing stakeholders, an annual Sustainability and Corporate Responsibility Report is drafted in accordance with current international standards. Since 2007, the Group has endorsed and has been contributing to the dissemination of the 10 Principles of the United Nations Global Compact for:
a) the protection of human rights and respect for labour rights
b) the protection of the environment and the adoption of environment-friendly technologies
c) the elimination of discrimination
d) the fight against corruption and also issues a Communication on Progress (COP) report.
The Group endorses and applies the 17 Sustainable Development Goals and is aligned with international Sustainability Reporting standards of the Global Reporting Initiative, GRI Standards, including the Oil and Gas Sector Supplement. The trustworthiness of the data and information supplied is certified by a third-party independent entity and the annual CoP is posted on the UN Global Compact website.
The Group has endorsed the Greek Sustainability Code and complies with the 20 criteria reflecting the need to measure economic, environmental and social performance.
The Articles of Association of the parent company HELLENIC PETROLEUM S.A. provide that 11 out of the 13 members of the Board of Directors be appointed – and not elected by the General Assembly -, which constitutes a deviation from the Corporate Governance Code, highlighted in the Group’s Corporate Governance Statement that the company issues. Law 4706/2020 on “Corporate governance of public limited liability companies, modern capital market, incorporation into Greek law of Directive (EU) 2017/828 of the European Parliament and of the Council, measures for the implementation of Regulation (EU) 2017/1131 and other provisions” will replace Law 3016/2002 on corporate governance from 17.7.2021 onwards. With the new law, corporate governance issues that, in principle, were self-regulated through codes are now defined by mandatory law provisions, with no possibility of deviation.
The Company will ensure the timely adaptation of its corporate governance framework to the provisions of Law 4706/2020, as well as to the decisions of the Hellenic Capital Market Commission issued or to be issued pursuant to the provisions of this law.
17 HELPE BoD meetings took place in the last twelve months. In addition to the evaluation through its Annual Report by the Ordinary General Assembly of the shareholders, the BoD monitors and reviews the implementation of its decisions on a yearly basis and regularly assesses its effectiveness in fulfilling its tasks, as well as the effectiveness of the committees that it has set up. To date, this assessment involves collectively the BoD as a corporate body and the committees that the BoD has set up, on the basis of past actions. In the context of the necessary revision of its corporate governance system and in order to comply with the requirements of Law 4706/2020, the Company is going to assign the evaluation of the effectiveness of the Board of Directors to an external consultant.
The Company has established, maintains and applies basic principles and rules regarding the remuneration of the members of the Board of Directors (“Remuneration Policy”) that contributes to its business strategy, long-term interests and sustainability.
The existing Remuneration Policy was approved, in accordance with Art. 110 of Law 4548/2018 by the Extraordinary General Meeting of Shareholders held on 20 December 2019. The Remuneration Policy is in force for a duration of four years, unless revised or modified by a decision of the General Meeting due to a material change of circumstances on the basis of which the Policy was drafted. The Policy is available on the company’s website.
In 2020, the Company issued, for the first time, a report on the remuneration of the members of the BoD for the financial year 2019 in accordance with Art. 112 of Law 4548/2018. The remuneration report was discussed at the Annual Ordinary General Meeting of the Company held on 24 June 2020, which was attended by shareholders representing 86.08% of the share capital, while the percentage of “FOR” votes reached 98.88% of the shareholders present.
The remuneration report of the year 2019 is available on the website of the Company.
The Code of Conduct sets out the principles governing the Group’s activity in Greece and abroad and determines the mode of its operation in order to achieve its business targets with the ultimate goal of securing its sustainability and growth. The Code of Conduct is binding on all Group employees, in Greece and abroad, as well as every third party that deals with HELLENIC PETROLEUM Group.
The procedure of acceptance and reaffirmation of the said commitment takes place regularly by the Group’s Human Resources and Administrative Services Division and the Code has been translated into all the languages of the countries where the Group is active, and into English too.
During the eight years of the implementation of the Code of Conduct, there has been systematic training of the executives and employees of the Group’s companies regarding the content of the Code and its basic commitments. At the same time, the Regulatory Compliance Office provides for the implementation of its provisions, offering relevant advice and investigating reports or complaints about breaches of the aforementioned rules. As mentioned earlier, as part of the broader revision of the corporate governance system to comply with the provisions of Law 4706/2020, the Code of Conduct will also be revised in 2021.
Since 2018, the HELLENIC PETROLEUM Group has adopted a Competition Policy and a manual of compliance. This Policy reflects the Group’s constant commitment to comply with the provisions of Greek and European legislation on competition and with the national competition laws of the countries in which it is active. Furthermore, the Policy aims at helping 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 operation and the formation of its business practices. In 2019, a training program in Competition Policy was successfully completed with the participation of the executives of the Group’s organisational units whose responsibilities include commercial transactions.
The implementation of the Group’s business objectives, in compliance with the rules of Fair Competition, contributes to Sustainable Development, strengthens the Group’s competitiveness and prevents any violations of the legislation on competition that may expose the Group as a whole and each staff member individually to the risk of very severe penalties.
HELLENIC PETROLEUM Group’s commitment to treat the personal data that come to its possession in the context of its business activities in line with the General Data Protection Regulation, Greek legislation, 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 (https://www.helpe.gr/en/media-center/personaldataprotection/gdpr/). In order to ensure the sound governance of personal data issues at the Group level but also in all organizational units and subsidiaries in Greece and abroad, a Group Data Protection Officer as well as Privacy Protection Officers for each organizational unit and subsidiary have been appointed. Four of these subsidiaries (EKO SA, KALYPSO KEA SA, EKO Bulgaria and OKTA) have appointed their own Privacy Protection Officers, who collaborate with the Group’s Data Protection Officer. This way, an organizational structure was created throughout the Group in order to secure the implementation of existing legislation, Personal Data Protection Policy and the individual procedures and actions with which the Policy is implemented in the context of the day-to day activities of the Group.
The Group aims to ensure that its activity is fully in line with current legislation and is governed by transparency and respect for the rights of its Personnel, Customers, Suppliers and Associates.