REGULATION OF OPERATIONS
This Regulation of Operations of the “HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A.” (henceforth referred to as ΟΤΕ or the Company) has been drawn up in accordance with the current corporate governance framework for companies with securities listed on an regulated market.
In summary, the Regulation of Operations of OTE S.A. includes:
- Information related to the establishment and the institutional framework of the Company’s operation, as a société anonyme with securities listed on a regulated market, its registered seat, its object of activity and other identification elements of the legal entity (General Commercial Registry of Companies (GEMI) Number and Tax Registry) (Introductory Chapter: Articles 1-2).
- The organizational structure, the scope of Business Units, the scope of the Board Committees as well as of the Standing Committees, the holders’ accountabilities and their reporting lines (Chapter A: Articles 3-15).
In the above context, in particular, information is included on:
- the Management Bodies of the Company, the election, composition and term of the Board of Directors, the competences and operation of the Board of Directors, the competences and obligations of the members of the Board of Directors in general as well as of the Executive, Non-Executive, Independent Non-Executive Members Of the Board of Directors in particular, the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors and the Managing Director of the Company, the Committees of the Board of Directors (i.e. the Audit Committee and the Remuneration and Nomination Committee) and the standing OTE Group Compliance, Enterprise Risks and Corporate Governance Committee as well as the OTE Group Management Meeting (Section A1: Articles 3-11), as well as
- the organizational structure, the Business Units’ scope and the holders’ accountabilities, the relation between Business Units and the Management, the relations between Business Units, the tasks and composition of Business Units (Section A2: Articles 12-15).
- The main characteristics of the Internal Control System, the operation of the Internal Audit Unit as well as of the Risk Management and Compliance Unit (Chapter B: Articles 16-17).
- The procedure for recruitment of senior management & evaluation of their performance (Chapter C: Articles 18-19).
- The procedure for the compliance of persons discharging managerial responsibilities, as defined in number 25 of par. 1 of article 3 of Regulation (EU) 596/2014, and of the persons who are closely associated thereto, in accordance with the definition of par. 14 of article 2 of L.4706 / 2020, which includes the obligations deriving from the provisions of article 19 of Regulation (EU) 596/2014. Ιn particular, the process for the Notification of Transactions as well as the relevant obligations regarding the Closed Periods are included (Chapter D: Articles 20-21).
- The procedure for the notification on any dependencies of the independent non executive members of the Board of Ddirectors and the persons closely associated thereto (Chapter E: Article 22).
- The procedure for compliance with the obligations of articles 99-101 of Law 4548/2018, regarding the transactions with the Related Parties (Chapter F: Article 23).
- The policies and procedures for the prevention of and handling Conflicts of Interest situations, which include the monitoring of financial activities with Basic Customers, Domestic Providers and Suppliers as well as the BoD members’ obligation to submit Solemn Statements, on the day of their appointment and on an annual basis (Chapter G: Articles 24-27).
- The policies and procedures for company’s compliance with legal and regulatory provisions which regulate its organization and operation as well as its activities. Special reference is made to the compliance policies and procedures adopted by the Company, to the key elements of the Compliance Management System (CMS), to the CMS operation as well as to the management of human rights issues. Also, a reference to Policy of the Approval of Corporate Policies/Processes/Procedures which has been adopted by the Company is icluded (Chapter H: Articles 28-29).
- The procedure for handling inside information and the proper notofocation of the public, in accordance with the provisions of Regulation (EU) 596/2014. In this context, the Company has adopted the " Policy on Insider Trading” as well as the "Policy for Issuing Corporate Announcements / Press Releases & Controlling any Incompatible Capacities of Independent Non-Executive Members of the Board of Directors of OTE SA". Also, special reference is made to the disclosure of inside information in the framework of Market Soundings (Chapter I: Articles 30-32).
- The policy and procedure for conducting periodic evaluation of the Internal Control System & the application of the corporate governance provisions of L. 4706/2020 (Chapter J: Article 33).
- The education policy of the members of the Board of Directors, the persons discharging managerial responsibilities and the other executives of the Company, especially those involved in Internal Audit, Risk Management, Compliance and IT Systems” (Chapter K: Article 34).
- The Sustainability Policy of the Company and the Group (Chapter L: Article 35).
- The available communication channels of the Company (Chapter M: Article 36).
- The amendment of this Regulation of Operations of the Company (Chapter N: Article 37).
SUMMARY OF THE REGULATION OF OPERATIONS OF OTE S.A.