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 non-executive Board members who are appointed by the Board of Directors and are, in their majority, independent non-executive as per applicable legislation, with the same term of office as the BoD members. In this context, the Audit Committee currently consists of three members, which are all independent non-executive members of the Board of Directors.
The main purpose of the Audit Committee is to support the Board of Directors in the exercise of its duties to ensure the adequate and efficient operation of the Company's Internal Control System, i.e. all internal control mechanisms and procedures (especially in terms of financial reporting, risk management, internal audit, compliance and the monitoring of the statutory audit), which covers on a continuous basis the activities of the Company and contributes to its safe and efficient operation.
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:
- Internal Control System (ICS), (i.e. Internal Audit, Compliance and Corporate Risk Management Units)
- Procedure of Financial Reporting, Financial Statements and respective Mandatory Control.
- Selection of statutory auditors or audit firms, oversight of their independence and work.
- Oversight of the OTE Group Data Privacy Officer.
- Related parties’ transactions of the Company.
- Handling of complaints and reports with respect to accounting issues, issues of internal accounting or financial audits and handling of issues of fraud, corruption, of breach of policies and procedures of the Company, as well as applicable legislation.
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. Dimitrios Georgoutsos (Independent Non-Executive Member of the BoD) and Mrs. Catherine de Dorlodot (Independent Non-Executive Member of the BoD).
Remuneration and Nomination Committee
The Remuneration and Nomination Committee is a committee of the Board of Directors of OTE S.A. which was established in July 2021, in accordance with Law 4706/2020 on corporate governance and the Hellenic Corporate Governance Code 2021, following a decision of the Board of Directors of the Company for the unification of its two separate -until then- committees (namely, the Compensation & Human Resources Committee that was established in 2004 and the BoD Nomination Committee that was established in 2019) in a joint committee and delegating to this joint Committee both the responsibilities provided for in the legislation in force for the remuneration committee and those provided for the nomination committee.
The Remuneration and Nomination Committee has three members and consists exclusively of non-executive members of the Board of Directors, in their majority independent.
The Chairman and the members of the Committee are appointed by the Company’s Board of Directors.
The purpose of the Remuneration and Nomination Committee is to provide support and assistance to the Board in its duties regarding:
- The remuneration of Board members and key management personnel of the Company, especially the head of the internal audit unit.
- Ensuring the adequate staffing and the appropriate succession and continuity of the Board in order to effectively fulfill its role for the benefit of the Company and all stakeholders.
The particular responsibilities of the Committee and the relevant procedures for the fulfilment of its aforementioned purpose, are described in its Regulation of Operations.
Τhe Remuneration and Nomination Committee consists of the following members: Mr. Eelco Blok (Chairman-Independent Non-Executive Member of the BoD), Mrs. Catherine de Dorlodot (Independent Non-Executive Member of the BoD) and Mrs. Kyra Orth (Non-Executive Member of the BoD).