Corporate Governance

Corporate Governance

OTE aspires to the implementation of optimum corporate governance practices, based on best practices adopted at the international and European levels, spanning the entire spectrum of its business operations. The Company, by reinforcing its internal procedures and administrative structure, ensures not only its compliance with the regulatory framework, but also the fostering of a corporate culture founded on the values of ethics and of safeguarding the interests of shareholders and all stakeholders.

The three primary pillars underpinning the implementation of the corporate governance rules and practices within the OTE Group involve:

  • The role of the Board of Directors (scope of duties, composition, replacement and stepping down of members, committees) and of Executive Management;
  • The protection of shareholders (General Shareholders’ Meeting, shareholder minority interest, distribution of profits and payment of dividends);
  • The reinforcement of transparency (procedures reinforcing transparency, regulatory compliance system), auditing (internal and external audit, risk management), reporting obligations (shareholder communication, informing all interested parties).

Pillars underpinning the Implementation of Corporate Governance within OTE

For OTE, Corporate Governance translates into the overall principles upheld by the Company, which safeguard its performance and shareholders' interests, as well as those of all Stakeholders. Recognising the importance of Corporate Governance, OTE’s relevant policy is fully aligned with international standards and has been formulated taking the following into consideration:

 

  • Management Bodies (Board of Directors, Chief Executive Officer and General Shareholders’ Meeting);
  • The Audit Committee, which assists the Board of Directors (BoD) in the exercise of its supervisory duties, in drafting financial reports and in conducting internal audits;
  • The Compliance Management System (CMS), encompassing its legal and internal regulations and which was set up in July 2009;
  • The Audit Procedures, which ensure the Company’s credibility and which avert the occurrence of fraud (such as the Code of Ethics and Business Conduct);
  • Whistle-blowing policy, which constitutes both a preventive measure aiming at preventing, as well as a means for detecting, fraud.

Law 3873/2010, which was enacted on September 2010, requires that all Greek listed companies disclose on annual basis information with regards to the corporate governance principles and the practices that they apply. The Law introduces the obligation for the drafting of a Corporate Governance Statement, which is included in the Annual Report of the Board of Directors and provides information on: the Corporate Governance Code.
Within the context of Law 3873/2010, ΟΤΕ complies with the practices that the Corporate Governance Code of the Hellenic Federation of Enterprises (SEV) specifies.
This code is available at:  http://www.sev.org.gr/online/index.aspx and http://www.sev.org.gr/Uploads/pdf/KED_TELIKO_JAN2011.pdf.

OTE’s Corporate Governance Statement is included in OTE’s Annual Financial Report 2010, which is included in the company’s Annual Report

The following pillars make up OTE’s Corporate Governance System

OTE Regulatory Compliance Committee

The OTE Regulatory Compliance Committee was set up in 2010, with the primary aim of providing "support, verifying and ensuring the implementation of Regulatory Compliance Policies, in the framework of the Regulatory Compliance Management System Programme." Seven (7) sessions of the Committee were held during 2010. Furthermore, the OTE Group Sub-Division of Regulatory Compliance Management was set up, manned and began operating. Its competencies are directly conferred by the Chief Executive Officer.

The OTE Group Compliance Management Process Manual has been published, further to its approval by the OTE Regulatory Compliance Committee, on 12 July 2010.

In the framework of monitoring the effectiveness of the Regulatory Compliance System of OTE, COSMOTE and Romtelecom, a CMS Certification was conducted in 2010 by the independent audit company with highly positive results for all three companies.

OTE Group Compliance Management System consists of the following:

  • The Code of Conduct for the Protection of the Individual’s Right to Privacy in the Handling of Personal Data within OTE Group
  • The OTE Group Whistle blowing Policy
  • The OTE Group Policy on Acceptance and Offering of Corporate Gifts
  • The OTE Group Donations and Sponsorships Policy
  • The OTE Group Events Policy
  • The OTE Group Fraud Policy
  • The OTE Group Policy on Insider Trading.

In order to identify and address incidences of corruption within OTE, all requisite measures, both preventive as well as suppressive, are adopted.
Specifically:

  • Adoption and implementation of regulatory compliance policies in regard to issues pertaining to OTE's BoD adoption and implementation of the 'Policy on averting conflicts of interest and combating corruption'.
  • Training personnel, especially those who come into contact with officials (of the public sector or otherwise) and who negotiate with clients or vendors. 
  • Conducting an annual risk assessment, including on corruption issues, in view of the adoption and implementation by Management, if deemed necessary, of measures for curtailing incidences of corruption.
  • ‘Ask me’ procedure: Procedure involving the submission of questions by employees regarding the regulations and policies they must apply in the context of exercising their work duties, in order not to violate the relevant laws and procedures and to avert the risks entailed by such violations.
  • ‘Tell me’ procedure: Manages and addresses complaints concerning the infringement of applicable legislation, or of Company/Group Policies and Internal Procedures.

In 2010 there were 4 cases of proven non compliance which had as a result: 1 temporary seize of work, 1 salary payment “freezing” , 1 transfer to another department and 1 reproof.

For further and more detailed information on the subject of Corporate Governance, please visit: http://www.ote.gr/portal/page/portal/InvestorRelation/
CorporateGovernance/apologismosetairikisdiak