Audit Committee
The Audit Committee of OTE S.A. was established in April 1999 within the legal framework in force and the principles of corporate governance in relation to companies whose securities are listed on a regulated market (listed companies).
The Audit Committee constitutes a Committee of the Company’s Board of Directors (BoD), i.e. it is constituted only by Board members who are elected by the General Meeting of shareholders and are, in their majority, independent as per Law 3016/2002, with the same term of office as BoD members. The Audit Committee has three members, out of whom two are independent members of the Board of Directors, as per above, and one non-executive member.
The main purpose of the Audit Committee is to support the Board of Directors in the exercise of its duties with respect to the financial reporting, the internal audit and the oversight of the statutory auditors. The particular powers of the Audit Committee for the fulfillment of its purpose are set out in the Committee's Regulations and pertain to the following:
- Financial reporting and financial statements.
- Selection of statutory auditors or audit firms, oversight of their independence and work.
- Internal Controls Systems and risk management.
- Business units of Internal Audit, Risk Management and Compliance.
- Oversight of the OTE Group Data Privacy Officer.
- Related parties’ transactions of the Company.
- Handling of complaints and reports with respect to accounting issues and issues of internal accounting and financial audits.
The Audit Committee members evaluate the efficiency of the Audit Committee once every two years and such evaluation is brought before the BoD for discussion with a view to address any discovered deficiencies.
Furthermore, the effectiveness of the Committee is evaluated at least every two years from an independent body, to which this project is assigned following a decision by the Board of Directors.
The Audit Committee consists of the following members: Mr. Eelco Blok (Chairman-Independent Non-Executive Member of the BoD), Mr. Andreas Psathas (Independent Non-Executive Member of the BoD) and Mr. Vasilios Vassalos (Non-Executive Member of the BoD).
Compensation and Human Resources Committee
Τhe Compensation and Human Resources Committee operates as of year 2004. It consists of three (3) members of the Board of Directors, appointed thereby, out of which two (2) are non-executive and one (1) is independent non-executive member and is also the Chairman of the Committee.
The Committee's main duties are the following:
- Submits to the Board of Directors proposed performance targets regarding the variable remuneration of BoD members or targets connected to stock option or share plans.
- Submits to the Board of Directors proposals regarding the remuneration of each executive BoD member, including also the bonus and the remuneration based on incentives related to share plans.
- Examines and submits proposals to the Board of Directors (and through the BoD to the General Meeting of the Shareholders, when necessary) regarding stock option or share plans.
- Submits to the Board of Directors proposals regarding the overall remuneration policy of the Company and the total of the annual variable payments (i.e. additional to the salary) in the Company.
- Submits to the Board of Directors the Remuneration Policy of Article 110 of Law 4548/2018.
- Examines the annual Remuneration Report that the Board of Directors submits for discussion to the Ordinary General Meeting of the Shareholders according to article 112 of Law 4548/2018.
- Submits to the Board of Directors for approval its Regulation of Operations, which it re-evaluates every two years.
The effectiveness of the Committee is evaluated at least every two years from an independent body, to which this project is assigned following a decision by the Board of Directors.
Τhe Compensation and Human Resources Committee consists of the following members: Mr. Eelco Blok (Chairman-Independent Non-Executive Member of the BoD), Mr. Srinivasan Gopalan (Non-Executive Member of the BoD) and Mrs. Kyra Orth (Non-Executive Member of the BoD).
Board of Directors Nomination Committee
The Board of Directors Nomination Committee (BoD Nomination Committee) was established on 12-06-2019 by virtue of a decision of the Board of Directors for the purpose of an effective and transparent procedure for the nomination of candidates as Independent non-executive members of the Board of Directors.
The Committee consists of three (3) members of the Board of Directors, out of which two (2) shall be non-executive members and one (1) independent –as per Law 3016/2002- non-executive member, who shall also be the Chairman of the Committee.
The main responsibilities of the BoD Nomination Committee, regarding the nomination of Independent non-executive members, include, among other, the following:
- The determination of the selection criteria for the members of the Board of Directors, taking into account the need for diversity, including gender balance.
- The periodic assessment of the size and composition of the Board of Directors.
- The evaluation of the existing balance of qualifications, knowledge, skills, and experience and, in light of this evaluation, the clear description of the role and capabilities required for filling in the vacancies.
- The process handling for nominee identification.
- The submission of proposals to the Board of Directors for the nomination of candidates on the basis of the corporate procedures.
The effectiveness of the Committee is evaluated at least every two years from an independent body, to which this project is assigned following a decision by the Board of Directors.
Members of the BoD Nomination Committee are Messrs Eelco Blok Chairman – Independent Non-executive member of the BoD) and Srinivasan Gopalan (Non-executive member of the BoD) as well as Mrs. Kyra Orth (Non-executive member of the BoD).
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