The adoption and faithful application of good corporate governance principles contributes to strengthening the confidence of shareholders and society in the company, reinforcing its corporate reputation, enhancing stakeholder satisfaction and raising their expectations for continuous improvement in this area. HELLENiQ ENERGY applies the principles of corporate governance and adopts the best practices of the market in order to ensure transparency and responsible operation in all areas of its activity and to further boost the dialogue with shareholders and stakeholders.
HELLENiQ ENERGY has adopted the Greek Corporate Governance Code (June 2021 edition) of the Hellenic Corporate Governance Council (HCGC) for Listed Companies (henceforth, the Code). The Corporate Governance Code follows a “comply or explain” approach and requires that listed companies choose to apply it and 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. In 2022, HELLENiQ ENERGY complied with the provisions of the Code with minimal adjustments as shown in Chapter D2 (p. 45) of the Corporate Governance Statement in the 2022 Annual Financial Report. The Code is available to all interested parties via the Group’s corporate website (www.helleniqenergy.gr/en).
Furthermore, in the context of implementing an integrated and flexible corporate governance system, HELLENiQ ENERGY applies good corporate governance practices, some of which are in addition to those required by the applicable legislation and concern the duties and the general functioning of the Board of Directors (a detailed description of the Committees of the Board of Directors is included in Section D7, p. 57 of the Corporate Governance Statement in the Annual Financial Report 2022).
HELLENiQ ENERGY’s Board of Directors is composed appropriately and possesses the necessary diversity and combination of executive, non-executive and independent non-executive members in accordance with the approved suitability policy in terms of gender, adequacy of knowledge and skills, areas of activity and experience, as presented in the table showing the profile of the Board of Directors in the Corporate Governance Statement and in the CVs of the board members posted on the website of HELLENiQ ENERGY.
The Board of Directors is HELLENiQ ENERGY’s highest governing body and primarily formulates its strategy and development policy and also supervises and monitors the management of the company’s assets.
Board members are elected in accordance with the provisions of article 20 of HELLENiQ ENERGY’s Articles of Association. In particular, four (4) board members are appointed by the Greek State on behalf of the Hellenic Republic Asset Development Fund (HRADF) (article 20, paragraphs 2a, 4 and 11). The other members of the Board of Directors are elected by the General Meeting of Shareholders, without the HRADF’s participation, provided that the latter has exercised its right to directly appoint members.
The selection of Board of Directors candidates is made in both cases according to the criteria set out in the HELLENiQ ENERGY Suitability Policy. The term of office of the Board of Directors is three years.
Its members can be re-elected and may be freely recalled. The term of office for the current Board of Directors runs until 30.06.2024 and is extended until the date of the Annual General Meeting of the year 2024.
The distribution of responsibilities between the Management and the Board of Directors of HELLENiQ ENERGY is described in the Articles of Association, as well as in the Company’s Operating Regulations, which also describes the role and responsibilities of the Committees of the Board of Directors.
Further information is available in section D7 (p. 57) of the Corporate Governance Statement in the Annual Financial Report 2022.
The Board of Directors has formed five (5) committees to upgrade its operation and increase its effectiveness in achieving corporate objectives and ensuring the company’s seamless operation.
BoD members’ composition per years of participation
BoD composition (gender/ age)
HELLENiQ ENERGY applies a Diversity Policy in the selection of Board members to enhance diversity and create a pluralistic composition of members, trusting that the combination of different qualifications, skills and experiences and the productive synthesis of all views enhances the effectiveness of decisions.
Further information regarding the Policy and its contents is available on the Group’s website within the Suitability Policy. Selected elements of diversity in the composition of the Board of Directors for 2022 are presented below:
Gender / Age
9 Men > 50
2 Women > 50
Specialisation / Master’s or higher degree
73% Greek citizenship
27% Double or other citizenship
HELLENiQ ENERGY has established, maintains and implements a Remuneration Policy for the board members (aligned with its business strategy, goals and sustainability). The Policy was approved by a resolution of the Extraordinary General Meeting of HELLENiQ ENERGY’s Shareholders dated December 20, 2019 and was amended by a resolution of the Ordinary General Meeting of Shareholders on June 30, 2021. The Remuneration Report 2021 is available on the Group’s website.
In 2021, the Board of Directors decided to set up a Sustainable Development Committee, emphasizing the increased importance attached to environmental, social and corporate governance (ESG) issues in the context of the Group’s transformation and the “Vision 2025” strategy. The Committee assists the Board of Directors in strengthening
HELLENiQ ENERGY’s long-term commitment to creating value in the economy, society and the environment, and considers proposals for a more effective implementation of the sustainable development policy and the realization
of the commitments contained therein, offering guidance for each of the pillars separately (such as health and safety, environment and climate change, society), as well as recommendations for preventing and addressing potential risks related to sustainable development challenges. The Committee’s responsibilities include overseeing communication with stakeholders, identifying their specific interests and linking them to the Group’s activities, and the material issues as raised in the Materiality Assessment.
HELLENiQ ENERGY and its subsidiaries have adopted important commitments under the Health, Safety, Environment and Sustainable Development Policy, which are included in the Company’s Operating Regulations. Further details are presented in section D7 (p. 57) of the Corporate Governance Statement in the 2022 Annual Financial Report.
HELLENiQ ENERGY’s Corporate Governance milestones for 2022 are as follows:
The Management of HELLENiQ ENERGY strictly adheres to the principles of healthy competition and demonstrates zero tolerance to incidents of corruption, while consistently adopting the strictest standards of Regulatory Compliance, always meeting the highest levels of corporate responsibility.
This way, the company’s commercial position is strengthened, its reputation is consolidated and a climate of trust and security is fostered between the company and its stakeholders, such as the circle of persons and entities dealing with the company, including its employees, customers, suppliers and consumers, its shareholders, etc.
The Code of Conduct sets out the principles that govern HELLENiQ ENERGY’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 sustainable growth. The Code of Conduct is binding for all employees of the Group in Greece and abroad and has been translated into all the languages of the countries where the Group operates, as well as into English, and is available via the intranet and on the Group’s website. It is also binding for any third party or body in their transactions with the Group. The process of acceptance and reaffirmation of the commitment is repeated at regular intervals by the Group’s Division of Human Resources and Administrative Services. At the same time, the Regulatory Compliance Office ensures the implementation of the Code’s provisions, offering relevant advice and investigative reports or complaints regarding potential breaches. Furthermore, the internal structure and corporate governance of HELLENiQ ENERGY and its subsidiaries provide for adequate safeguards, partnerships of two or more persons, internal approvals and audits to prevent corruption.
During a period of almost ten years of implementation of the Code of Conduct, extensive training of executives and employees of HELLENiQ ENERGY and its subsidiaries has taken place as far as the content and key commitments of the Code are concerned while it is also part of the training for new recruits. The revised Code of Conduct is expected to enter into force in 2023, as part of the broader revision of the corporate governance system for compliance with the latest legislative developments, which include the protection of persons who report or disclose information obtained in an employment context and concern illegal acts (Whistleblowing). Pursuant to the provisions of Law 4990/2022 on the protection of persons who report violations of the EU law (Whistleblowing), the relevant Policy and the extension of the communication channels for reporting violations is under development, in order to fully comply with the timeframe set by the legislation. Similarly, the drafting of the Policy on Combating Violence and Harassment at Work, in accordance with the provisions of Law 4808/2021, was completed in 2022.
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.
Tax & Customs issues for all HELLENiQ ENERGY’s 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 HELLENiQ ENERGY is headquartered, tax compliance is verified annually with all companies obtaining “unqualified” tax certificates issued by auditors.
GT&CD also acts as a tax advisor to HELLENiQ ENERGY, 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, HELLENiQ ENERGY has adopted a Competition Policy and drafted a compliance manual. This Policy reflects the HELLENiQ ENERGY’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 dayto-day operations and the formation of its business practices.
The implementation of the HELLENiQ ENERGY’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. Marketing Department executives participate in training programs and seminars to keep up to date with best practices and new regulations.
The HELLENiQ ENERGY’s Internal Audit and Risk Management System is designed to identify and manage threats and opportunities and includes activities and audit procedures across different organizational levels within the Group, as detailed in the 2022 Annual Financial Report (pp. 47-48, 50-51, 61, 63, 65-68).
Risk prevention and management is a key core of HELLENiQ ENERGY’s strategy. The identification and assessment of risks is repeated every year, mainly during the preparation phase of the strategic planning and the annual business plan. The probabilities and impacts as they arise are considered both in the context of the Group’s activities, but also in relation to the different stakeholders that may be affected. 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 Controls and Corporate Governance. For the purpose of completeness and effectiveness of the audit coverage of Group’s business activities, GIAGD is organized in three (3) Divisions:
In addition, GIAGD’s Quality Assurance Department mission is to introduce improvements in audit methodology and achieve continuous compliance with the International Professional Practices Framework of Internal Audit.
Significant activities completed within 2022 by GIAGD:
|No. of Audits
|Facilities of production, handling and trading of petroleum products:*
|Social issues (COVID-19, Procurement, Human Capital)
|Information Technology issues
*on 1 facility, critical incident risk management was examined
*on 13 facilities, safety and environmental matters were also examined
|Percentage coverage of annual plan
New Risk Monitoring and Management Directorate
Following the completion of the corporate transformation, the Internal Audit and Risk Management System is planned to be enhanced with the establishment and operation of the Risk Monitoring and Management Department. The Division will report administratively to the Group Chief Financial Officer and functionally to the Strategy and Risk Management Committee of the Board of Directors. It will support the operation of the Internal Audit System through the definition of principles and the establishment and implementation of policies and procedures governing the management of risks in terms of identification, assessment, quantification/ measurement, monitoring, control and management.
HELLENiQ ENERGY’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 is binding for all companies of the Group. In order to ensure good governance on personal data issues at Group level, a Group Data Protection Officer and Privacy Protection Officers have been appointed in each organizational unit and subsidiary.
Five of the subsidiaries (EKO SA, KALYPSO KEA SA, 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.
HELLENiQ ENERGY 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 an OES (Operator of Essential Services) 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).
The Group’s information security program ensures the right architecture, technology, policies, processes and talent is in place to prevent, detect, respond to and recover from cyber threats quickly. In 2022, the role of Group Chief Information Security Officer was introduced and the information security operating model, across the Group, was revamped to ensure that an appropriate level of cybersecurity governance, capabilities and control mechanisms are in place to protect the Group’s assets.
To safeguard information, HELLENiQ ENERGY invests and develops advanced security solutions that allow for constantly improving support of the digital transformation strategy. A cybersecurity roadmap has been developed in order to achieve the optimal balance between business needs and security, already following best practices and investing in cuttingedge technologies in the field of Information Systems Security. As an example, in 2022 a full roll out of a state-of-the-art Artificial Intelligence-driven network traffic analysis tool, has been completed, to enhance network visibility.
At the same time, employee awareness and cybersecurity education remain among HELLENiQ ENERGY’s top priorities. For this purpose, our personnel cyber awareness program has been enhanced with phishing simulation drills.