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).

18/5/2020
Announcement of the criteria for filling the vacancy of an independent non-executive member of the Board of Directors and member of the Audit Committee

The Board of Directors of the Hellenic Telecommunications Organization S.A. (OTE S.A. or OTE or Company), following the resignation of the Independent Non-Executive Board Member & Member of the Audit Committee Mr. Andreas Psathas, valid from June 24th, 2020  has initiated the process for the election of an Independent Non-Executive Board Member, being also a Member of the Audit Committee, in order to fill said position for the remaining term of the resigned member (i.e. until the date of the Ordinary General Meeting of OTE Shareholders which will take place in year 2021). In this respect, the Board of Directors’ Nomination Committee has assigned to the company “Stanton Chase International S.A.” to submit until May 22nd, 2020 a list of proposed Candidates. The Candidates to be proposed by “Stanton Chase International S.A.” must fulfill the following criteria:   
 
INDEPENDENCE / CONFLICTS OF INTEREST

The Candidate shall fulfill the independence criteria provided by L.3016/2002   on Corporate Governance as well as the criteria provided by the Hellenic Corporate Governance Code (HCGC/ ΕΚΕΔ, 2013) which the Company follows. Moreover, the Candidate must be free of conflicts of interest as per the provisions of L.4548/2018 on Sociétés Anonymes. More specifically, the Candidate must:

• be free of conflicts of interest with the Company or its affiliated companies;
• not have close ties with the management, controlling shareholders or the Company;
• not own more than 0.5% in the Company’s share capital;
• not have a relation of dependency between himself/herself and the Company or parties related to the Company;
• not control directly or indirectly through related parties, more than 10% of the voting rights of the Company nor represent a significant shareholder of the Company or any affiliated companies thereof;
• not be nor have been an employee, senior executive or chairman of the board of the Company or any affiliated companies thereof within the last three years; 
• not have nor have had within the past year a material business relationship with the Company or any affiliated companies thereof, particularly as a significant client, supplier or consultant of the Company, or as a partner, shareholder, board member or senior executive of an entity that has such a relationship with the Company or any affiliated companies thereof;
• not receive nor have received during the 12 months prior to appointment any compensation from the Company other than the Board membership fees approved by the General Meeting of Shareholders;
• not have been the external auditor of the company or any affiliated companies thereof or a partner or employee of a firm that provides external auditing services to the Company or any affiliated companies thereof within the last three years;
• not have served on the Board for more than 12 years from the date of his/her first election;
• not have a second degree kinship with nor be the spouse of a non-independent board member, senior executive, adviser, or significant shareholder of the Company or any affiliated companies thereof.

PROFESSIONAL EXPERIENCE AND EDUCATIONAL BACKGROUND

• Lengthy professional experience in telecom sector
• International exposure
• Financial Literacy
• University degree, Master degree and/or MBA
• English as the working language

PERSONAL SKILLS

• Critical thinking
• Strategic thinking
• Teamspirit
• Commitment
• Decisiveness
• Persuasion
• Responsibility
• Stress resistance

PERSONALITY

• Enquiring and independent mind
• Conscientiousness - clear personal commitment
• Curiosity - intellectual curiosity about the company and the trends impacting it
• Highest personal and professional ethical standards and honesty
• Authenticity
• Innovator - a willingness to challenge management and challenge assumptions, stimulate board discussion with new, alternative insights and ideas
• Motivation – drive and energy to set and achieve clear objectives and make an impact
• Vision, imagination and foresight