Regulatory Compliance reflects the Groups’ Management philosophy and commitment and aims at ensuring that the Company’s overall activity is law-abiding and reflects high levels of corporate responsibility. It establishes a climate of trust between the Company and the persons or entities that make up its partners in business, including employees, customers, suppliers, consumers and shareholders, as well as the administrative and judicial authorities. Thus, the company’s commercial position is strengthened and its reputation is established, while allowing it to develop 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 single 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 implements the Code of Conduct and offers advice in connection thereto, as well as investigating complaints or reports about instances of its violation.
Various issues in the Code of Conduct are further outlined in specific Policies: Competition Policy, Personal Data Protection Policy, while a policy related to avoiding any conflict of interests is currently in its final draft.
The aim of HELLENIC PETROLEUM Group is to ensure that the activities of its companies and their business associations are governed by specific values and principles that are applied to all aspects of corporate activity, from simple, every-day issues to those that are more important and complex. These values and principles define a law-abiding and ethical manner of operation for the Group, towards attaining its business objectives and safeguarding its sustainability and progress.
According to the Principles of Corporate Governance drafted by the Organisation for Economic Co-operation and Development (OECD), corporate governance is a system of relationships between a Company’s Management, its Board of Directors (BoD), shareholders and other stakeholders. It is 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 performance of its Management in implementing the above is monitored.
Corporate Governance Code
In compliance with the provision of article 43a, par. 3 (d) of Cod. 2190/1920, which was added by the article 2 par. 2 of Law 3973/2010 and provides for the obligation of the listed companies to make a corporate governance statement, referring to the corporate governance code they apply, the company has adopted the Corporate Code Governance of the Greek Corporate Governance Council (GCGC) for Listed Companies (hereinafter referred to as the “Code”). The Code is available on the ESED website,click here.
Besides the ESED site, the Code is available to all staff through the company’s internal website as well as in print form to the Group’s Finance General Division and Human Resources Division. The Code of Corporate Governance, as opposed to the mandatory provisions of the relevant laws referred to above, is a self-regulatory and voluntary commitment of the company.
Deviations from the Corporate Governance Code
The Corporate Governance Code adheres to the “comply or explain” approach and requires that listed companies which choose to implement it should publicise 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 2018 (Corporate Governance Chapter, p.86-103)
Board of Directors
& Administrative Structure
The company is managed by a Board of Directors consisting of thirteen (13) members and its term of office is five years, expiring on 17/4/2023, extending 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 growth policy, and supervises and monitors the management of the company’s assets. For further details, see Annual Report 2018 (Corporate Governance Chapter, p. 86-103)
The Group pursues the following activities: Refining, Supply and Trading, Marketing of Petroleum Products in Greece and abroad, Production and Trading of Petrochemicals, Exploration and Production of Hydrocarbons and Production and Trading of Electric Energy and Natural Gas. With the addition of Engineering (ASPROFOS S.A.) and Renewable Energy Sources (HELPE RES) activities, these activities comprise the business line of a large energy Group that aims at optimizing operations and developing innovation.
(1) Operationally, the Data Protection Officer reports to HELLENIC PETROLEUM’s Board of Directors and/or to the Board of Directors of the other companies of the Group in which he serves as the data processing officer; administratively, he reports to the Deputy CEO.
Internal Audit & Risk Management
The Group’s risk management system has been designed so as to identify and manage threats and opportunities. It includes safeguards and audit mechanisms at various levels within the Group, as described in detail here (p. 36-42, 171-173 & 180-181).
Part of the Internal Audit System is the operation of the Group’s Internal Audit Division (GIAD), which contributes to improving 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 2018 are the following:
A Group-wide Risk Assessment was conducted for the fourth consecutive year, being a Corporate Governance practice, undertaken by the heads of the Group’s administrative units and companies and co-ordinated by the GIAD. The aim of the assessment is, firstly, to develop a uniform approach for the identification, evaluation and management of the risks faced by the Group, and secondly, to utilise the results in drafting the Group’s annual and three-year audit plan.
Compliance with the General Data Protection Regulation (GDPR) was initiated within the GIAD.
GIAD’s Charter, Manual and Strategy/Vision were updated incorporating elements from the GDPR, translated into English and uploaded on the internal and external website.
The gradual training of all personnel by the competent officers of the GIAD continued, focusing on the main principles that govern Internal Auditing, with the view of reinforcing and advancing an audit culture within the Group and improving co-operation between the GIAD and the auditees.
Several auditors received certifications on:
Antifraud Issues (CFE)
CGAP/Government Auditing Professional (IIA)
In total, 56 audits were conducted (48 ordinary and 8 extraordinary audits), exceeding the audit plan for the year.
Facilities for the production, marketing and trading of petroleum products (including safety issues)
IT issues (including Information Security)
Human Resources issues
Financial – administrative – commercial issues
The audits were extended to new administrative units that had not been previously audited, such as the Refinery Planning and Scheduling of Production and Technical Services Departments, facilities and Trading airports that are directly linked to issues related to efficient management and the facilities’ safety as well as to senior administrative units, with the goal of providing audit coverage of all Group activities.
Complaints for breaches of the Group’s Policies, Regulations and Procedures were examined in specific business units and improvements were suggested when deemed necessary, aiming to eliminate even the slightest doubt or possibility of deviation from the procedures applied at the Group.
During 2018, a Risk Monitoring and Management Division was set up, within the Group General Financial Directorate, according to relevant Corporate Governance practices.
Group Internal Regulatory Framework
Group Procurement Regulations
Regulations for the Supply of Petroleum Products & Petrochemicals (Purchase, Sale, Transportation of Crude Oil and Products)
Group Investments Regulations
Project Performance Regulations
Internal Work Regulation
Operational agreements thereof
Business Collective Labor Agreement and any supplements to it
Group Internal Audit Division Operational Regulations
Regulations for the Removal & Disposition of Useless or Surplus Equipment or Materials and Sale of Assets to Third Parties
Competition Policy and Compliance Program
Group Personal Data Protection Policy
In addition, and in order to ensure that the company operates properly and efficiently, the framework of the General Divisions and Divisions responsibilities includes the drafting of Policies and Procedures that come under the Operational Administration System (O.A.S.), which are approved, depending on their content and field of application, in accordance with the applicable O.A.S. Implementation Policy.
Corporate Responsibility Governance
The HELLENIC PETROLEUM Group has incorporated Sustainable Development into its strategy, while all of its activities are in line with its commitment to operate as a socially responsible business.
This approach is also reflected in the overall Corporate Responsibility policy that has been applied over the last ten years.
Every effort is made to minimize environmental impacts, create a safe, healthy and good working environment, protect human rights, and create conditions for growth without compromising the future of later generations.
In the context of implementing this policy, the Group:
Uses methods that are economically, environmentally and socially responsible in responding to increased demand for covering energy needs.
Applies procedures for saving natural resources and energy, limiting emissions and applying correct waste management methods.
Adopts the strictest European and international specifications and the Best Available Techniques for protecting the environment.
Places a particular emphasis on the Health and Safety of its employees and applies modern-day training techniques for all personnel.
Implements programs and best practices to support society at large.
On the basis of the principle of Transparency and the Group’s commitment to providing regular updates to stakeholders, an annual Sustainable Development & Corporate Social Responsibility Report is prepared in accordance with the current international standards. As of 2007 the Group has endorsed and contributes 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 use of environment-friendly technologies
c) the elimination of discrimination
d) the fight against corruption
and also issues a Communication on Progress (COP) report.
It endorses and applies the 17 Sustainable Development Goals and complies with international guidelines about Sustainability Reporting, the Global Reporting Initiative, and the 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 also the CoP is posted on the UN Global Compact website.
The Group endorsed the Greek Sustainability Code and complies with the 20 criteria reflecting the need to measure economic, environmental and social performance.
Corporate Governance Performance
The Company’s Articles of Association provide that 11 out of the 13 members of the BoD are appointed and not elected by the General Assembly which is a deviation from the Corporate Governance Code which is highlighted in the Group’s published Corporate Governance Statement. Nevertheless, in recent years significant efforts have been made towards promoting the main principles of corporate governance in order to minimise any deviations from the Corporate Governance Code. Therefore over the last twelve months:
29 BoD meetings took place.
A Competition Policy and Compliance Program has been adopted which makes for an important part of the Group’s regulatory self-regulation framework.
The Group’s Policy for the Protection of Personal Data has been approved in compliance with the applicable national and European regulatory framework and in particular the European General Data Protection Regulation (GDPR).
In addition to the evaluation of the BoD 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, regularly evaluates its effectiveness in fulfilling its tasks as well as that of the commissions it has set up. To date, this assessment has been conducted by the BoD as a body and of its set up on past experience committees. During this evaluation, the Chairman presides, and the results are discussed at a meeting of the Board. The Chairman is responsible for taking measures addressing the weaknesses resulting from the evaluation. In 2019 a process of self-assessment of the functioning of the BoD is considered. Also an assessment of its performance by an external consultant is considered for 2020.
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