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Powers of OTEs Board of Directors

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The Board of Directors (BoD) is the Company’s top management body, which primarily shapes OTE’s strategy and development policy.

The members of OTE’s Board of Directors are obliged to strive to bolster the long-term financial value of the Company and to safeguard the general corporate interest.

To this end, the BoD decides on any matter concerning the Company’s administration, management of its assets and the achievement of its objects, except for matters that fall within the exclusive remit of the General Meeting and the “Specific Matters” as stipulated in the Company’s Articles of Association.

Indicatively, the Board of Directors: 

  • Convenes ordinary or extraordinary General Meetings of Shareholders and proposes the items on their agenda.
  • Prepares and approves the Company’s annual financial statements and submits them to the General Meeting of Shareholders.
  • Approves the Company’s strategy and decides on the establishment of subsidiaries, on the Company’s participation in other companies within or outside Greece and on the establishment of branches or offices in Greece and abroad.
  • Is systematically informed about the Company’s progress and the implementation of its program, in order to safeguard the general corporate interest.
The Board members and any other person assigned with competences by the Board have a duty of loyalty to the Company. In this context, the Board members are prohibited from pursuing their own interests, when those are contrary to the Company's interests and they must timely disclose to the other Board members their own interests that may arise from Company transactions within their remit, as well as any other conflict between their own interests and those of the Company or undertakings associated with it, within the meaning of Article 32 par. 2 of law 4308/2014, arising from the performance of their duties. They also have confidentiality obligations with respect to Company business as well as to refrain from decision-making in matters where these is a conflict between Company interests and those of the Board member or persons affiliated therewith as stipulated by applicable legislation. Finally, the Board members have to refrain from actions falling within the objectives of the Company.

Pursuant to the Company’s Articles of Association, the Board of Directors has ten (10) members who are elected for a three-year period, beginning on the day of their election by the General Meeting of the Shareholders and ending at the ordinary General Meeting of the year in which the 3-year period is completed. The Board members are re-electable. They may be removed from office at any time by the General Meeting of Shareholders, and are divided into executive and non-executive members, of whom at least 2 must be independent, in accordance with the current corporate governance law.

The Chairman of the Board of Directors has the responsibility of the BoD operation. He convenes the Board of Directors Meetings and determines the agenda items. Following a relevant request by the Independent Non-Executive Vice Chairman or two (2) members of the Board of Directors, he includes certain items in the agenda. He chairs the BoD Meetings and directs its operations, ensures that the Minutes of the BoD Meetings are kept and signs copies or excerpts thereof and signs the annual Financial Statements.

The Chairman of the Board of Directors is evaluated by the Board of Directors in regards to the performance of his duties as Chairman at least every two years.

The Independent Non-Executive Vice Chairman of the Board of Directors replaces the Chairman in case of absence or impediment, co-ordinates the co-operation between the non-executive and executive Members of the Board of Directors and their effective communication, chairs the Meetings of the non-executive Members of the Board of Directors (without the presence of the executive members) whereby the performance of the executive members of the Board of Directors is evaluated,  chairs the evaluation procedure of the Chairman by the Board of Directors. He is also at the disposal of the shareholders of the Company for meetings with them for corporate governance issues.

The Managing Director is the lawful representative of the Company and decides at his discretion on any matter pertaining to the administration of the Company affairs other than the matters reserved to the General Meeting of the Shareholders or to the Board of the Company by operation of applicable legislation and the «Special Matters», as defined in the Company’s Articles of Association.

The non-executive members of the BoD meet without the presence of the executive members in order to evaluate the performance of the executive members and to determine their compensations following a relative recommendation by the Compensation and Human Resources Committee.
 
The effectiveness of the BoD and its Committees shall be evaluated at least every two years from an independent body, to which this project will be assigned following a decision by the Board of Directors. The BoD approves a certain evaluation process.