Safeguarding Regulatory Compliance
& Business Ethics
Why is it material?
Regulatory Compliance reflects the philosophy and commitment of the Management and aims at ensuring that the company’s overall activity is law-abiding and corresponds to high levels of corporate responsibility. It establishes a climate of trust between the company and its partners in business – persons or entities – including employees, customers, suppliers, consumers and shareholders, as well as the administrative and judicial authorities. This way, the company’s commercial position is strengthened and its reputation is established, while enabling the development of the requisite climate of security and trust among its business partners and other stakeholders.
The fundamental principles and values that govern the operations and business activities of the Group’s companies in Greece and abroad are included in a comprehensive Code of Conduct, the implementation of which is mandatory both for the Group’s Management and personnel and its external associates and suppliers.
The Code of Conduct provides for the operation of a Regulatory Compliance Unit, which ensures the implementation of the Code of Conduct and offers advice in connection to the Code, while also investigating complaints or reports about instances of its violation.
The Code of Conduct of Hellenic Petroleum Group includes special clauses on the banning of actions and behavours that constitute acts of corruption, and provides for serious penalties when such actions are discovered.
Various topics in the Code of Conduct are further outlined in specific Policies, such as Competition Policy and Personal Data Protection Policy, while a policy for the avoidance of any conflict of interest is currently in its final draft.
Furthermore, the internal structure and corporate governance of the Group’s companies stipulate sufficient safeguards, collaboration of two or more individuals, and internal permissions and audits in order to prevent instances of corruption.
The aim of HELLENIC PETROLEUM Group is to ensure that its activities are in accordance with the principles of healthy competition, displaying zero tolerance to instances of corruotion, and are governed by specific values and principles that are applied to all aspects of corporate activity, from simple, every-day matters to more important and complex ones. These values and principles define a law-abiding and ethical mode of operation for the Group, towards attaining its business objectives and safeguarding its sustainability and progress.
According to the Principles of Corporate Governance by the Organisation for Economic Co- operation and Development (OECD), corporate governance is a system of relationships between the Management of the company, the Board of Directors (BoD), its shareholders and other stakeholders. It constitutes the structure whereby the goals of the company are set and pursued, the main risks it confronts in its operations are identified, the means for attaining the corporate goals are determined, the risk management system is organised, and the monitoring of the performance of the Management in implementing all the above is enabled.
Corporate Governance Code
In compliance with the provision of article 152, par. 1 of Law 4548/2018, the company includes the Corporate Governance Statement in the Annual Management Report of the Board of the Directors for the 2019 fiscal year as a special supplement; the Statement is available online. The company has adopted the Corporate Governance Code of the Greek Corporate Governance Council (GCGC) for Listed Companies (hereinafter referred to as the “Code”). The Code is available on the ESED website.
Besides the ESED site, the Code is available to all staff through the company’s internal website as well as in print form at the Group’s Finance General Division and Human Resources Division. The Code of Corporate Governance, as opposed to the mandatory provisions of the law, is a self- regulatory and voluntary commitment of the company.
Deviations from the Corporate Governance Code
The Corporate Governance Code adheres to the “comply or explain” approach and stipulates that the listed companies that choose to implement it publicise such an intention and either comply with all the special practices provided in the Code or explain their reasons for not complying with specific special practices. For further details, see Annual Report 2019, Chapter 2, Annual Report of the Board of Directors, pp. 23-43.
Board of Directors &
The company is managed by a Board of Directors consisting of thirteen (13) members and its term of office is five years. The term of the current Board will expire on 17/4/2023 and may be extended until the expiry of the deadline within which the next Ordinary General Meeting of the shareholders of the company must be held.
The BoD constitutes the company’s highest management body and principally defines the company’s strategy and corporate development policy, and supervises and monitors the management of the company’s assets. For further details, see Annual Report 2019, Chapter 2, Annual Report of the Board of Directors, pp. 23-43.
The HELLENIC PETROLEUM Group is active in the field of energy in Greece and Southeastern Europe, in a broad spectrum of sectors including: Refining, Supply and Sale of Petroleum Products, Trade of Petroleum Products in Greece and abroad, Production and Trade of Petrochemicals, Exploration and Production of Hydrocarbons, Production and Trade of Electricity and Natural Gas, Renewable Energy Sources, and Technical Studies.
(1) Operationally, the Data Protection Officer reports to HELLENIC PETROLEUM’s Board of Directors and/or to the Board of Directors of the other companies of the Group in which he serves as the data processing officer; administratively, he reports to the CEO.
Internal Audit and Risk Management
The Group’s risk management system has been designed so as to identify and manage threats and opportunities. It includes safeguards and audit mechanisms at various levels within the Group, as described in detail at the Annual Financial Report for Fiscal Year 2019, Chapter 1.1 Consolidated Financial Statements of Group pp. 35-41 and Chapter 2 Annual Report of the Board of Directors pp. 23, 34-36.
Part of the Internal Audit System is the operation of the Group’s Internal Audit Division (GIAD), which contributes to the improvement of conditions for Risk Identification, Assessment and Management, the Internal Audit System and Corporate Governance, with the objective of attaining the Group’s strategic goals.
Important actions undertaken in 2019 are the following:
A Group-wide Risk Assessment, which constitutes a Corporate Governance practice, was conducted for the fifth consecutive year. The project was undertaken by the heads of the Group’s administrative units and companies, and was co-ordinated by GIAD. The aim of this action is, on the one hand, to develop a uniform approach for the identification, evaluation and management of the risks faced by the Group and, on the other hand, to utilize the results in drafting the Group’s annual and three-year audit plan.
A Quality Assurance Department was set up and staffed in the GIAD, with the aim of evaluating the efficiency and effectiveness of GIAD and identifying opportunities for improvement. The establishment of the Department is stipulated by the International Standards for the Professional Practice of Internal Auditing.
The gradual training of all personnel by the competent officers of the GIAD continued, focusing on the main principles that govern Internal Auditing, with the view of reinforcing and advancing an audit culture within the Group and improving co-operation between the GIAD and the auditees.
In 2019, 4 executives / auditors were certified as follows:
• CIA (1 executive)
• COSO (1 executive & 1 auditor)
• Anti fraud Issues – ACFE (1 auditor)
In total, since 2017, 6 executives / auditors of GIAD have been certified with various certifications (CIA, CICA, COSO, CFE, etc.). In addition, a collaboration took place with an external specialized consultant, in the field of receiving and dispatching crude oil cargoes , to help auditors improve their experience in this field.
In total, 52 audits were conducted (43 ordinary and 9 extraordinary audits), exceeding the audit plan for the year.
Production, storage and trading installations (including safety issues)
Information Technology and automation system’s safety
Human Resources issues
Financial – administrative – commercial issues
The audits were extended to sectors that had not been audited in the past, such as Refinery Key Performance Indicators (KPIs) and service contracts for the provision of technical personnel involved in the Refinery facilities, as well as to senior administrative units, with the goal of providing audit coverage of all Group activities.
Complaints concerning any breaches of the Group’s Policies, Regulations, Procedures and Safety Control Systems of the Refinery facilities were examined in certain business units and improvements were suggested when deemed necessary, aiming to eliminate even the slightest doubt or possibility of deviation from the procedures applied by the Group.
Internal Regulatory Framework of the Group
Group Procurement Regulation
Regulation for the Supply of Petroleum Products & Petrochemicals (Purchase, Sale, Transportation of Crude Oil and Products)
Group Investments Regulation
Project Performance Regulation
Internal Work Regulation
Company-level Collective Labor Agreement and any supplements to it
Operational Regulation of the Group’s Division of Legal Services
Regulation of the Group’s Internal Audit Division
Regulation for the Removal & Disposition of Useless or Surplus Equipment or Materials and Sale of Assets to Third Parties
Competition Policy and Compliance Program
Personal Data Protection Policy of the Group
In addition, and in order to ensure that the company operates properly and efficiently, Policies and Procedures that fall under the Operational Administration System (O.A.S.) are drafted, in the framework of the responsibilities of the Divisions and Departments, and are approved, depending on their content and field of application, in accordance with the applicable O.A.S. Implementation Policy.
Corporate Responsibility Governance
The HELLENIC PETROLEUM Group has incorporated Sustainable Development into its strategy and all of its activities are in line with the principles of socially responsible business activity. This approach is also reflected in the general Corporate Responsibility policy that has been applied over the last ten years (CSR Policy).
Every effort is made to minimize environmental impacts, create a safe, healthy and good working environment, protect human rights and create conditions for growth that fulfil the existing needs of the society without compromising the future of the next generations.
In the context of implementing this policy, the Group:
Uses methods that are economically, environmentally and socially responsible in responding to increased energy needs.
Applies procedures for saving natural resources and energy, limiting emissions and applying appropriate waste management methods.
Adopts the strictest European and international specifications and the Best Available Techniques for protecting the environment.
Places particular emphasis on the Health & Safety of its employees and applies modern training techniques for all personnel.
Implements programs and best practices to support society at large.
On the basis of the principle of Transparency and the Group’s commitment to constantly informing stakeholders, an annual Sustainable Development & Corporate Social Responsibility Report is drafted in accordance with current international standards. Since 2007, the Group has endorsed and has been contributing to the dissemination of the 10 Principles of the United Nations Global Compact for,
a) the protection of human rights and respect for labour rights
b) the protection of the environment and adoption of environment-friendly technologies
c) the elimination of discrimination
d) the fight against corruption
and also issues a Communication on Progress (COP) report.
The Group endorses and applies the 17 Sustainable Development Goals and is aligned with international Sustainability Reporting guidelines and the GRI (Global Reporting Initiative) Standards, including the Oil and Gas Sector Supplement. The trustworthiness of the data and information supplied is certified by a third-party independent entity and the CoP is posted on the UN Global Compact website.
The Group has endorsed the Greek Sustainability Code and complies with the 20 criteria reflecting the need to measure economic, environmental and social performance.
Corporate Governance Performance
The Articles of Association of the parent company HELLENIC PETROLEUM S.A. provide that 11 out of the 13 members of the BoD be appointed and not elected by the General Assembly, which constitutes a deviation from the Corporate Governance Code highlighted in the Group’s Corporate Governance Statement. In recent years significant efforts have been made towards promoting the main principles of corporate governance and the company intends to adopt the appropriate policies and proposals in order to minimise existing deviations from the Corporate Governance Code.
29 BoD meetings took place in the last twelve months.
In addition to its evaluation through its Annual Report by the Ordinary General Assembly of the shareholders, the BoD monitors and reviews the implementation of its decisions on a yearly basis and regularly assesses its effectiveness in fulfilling its tasks as well as the effectiveness of the committees that it has set up. To date, this assessment involves collectively the BoD as a corporate body and the committees that the BoD has set up, on the basis of past actions and achievements.
On December 20, 2019, the General Meeting of the Shareholders of the company approved the compensation policy of the members of the Board of Directors, in compliance with Art. 110 of Law 4548/2018 and taking into account the corporate governance practices, as well as the size and activities, of the company. The Compensation Policy shall be in force for a duration of four years, unless revised or modified by a decision of the General Meeting due to a material change of circumstances on the basis of which the Policy was drafted. The Policy is available on the company’s website.
Code of Conduct -
Ethics and Transparency
The Code of Conduct sets out the principles governing the Group’s activity in Greece and abroad and determines the mode of its operation in order to achieve its business targets with the ultimate goal of securing its sustainability and growth. The Code of Conduct is binding on all Group employees, in Greece and abroad, as well as every third party that deals with the HELLENIC PETROLEUM Group.
The procedure of acceptance and reconfirmation of the said commitment takes place regularly by the Group’s Human Resources and Administrative Services Division and the Code has been translated into all the languages of the countries where the Group is active and into English too.
During the eight years of the implementation of the Code of Conduct, there has been systematic training of the executives and employees of the Group’s companies regarding the content of the Code and its basic commitments. At the same time, the Regulatory Compliance Office provides for the implementation of its provisions, offering relevant advice and investigating reports or complaints about breaches of the aforementioned rules.
The Company is in the final stage of drafting a Conflict of Interest Prevention Policy, which will be part of the Code of Conduct. At the same time, the Code of Conduct is in the process of evaluation and review with the aim of improving and expanding it further.
The HELLENIC PETROLEUM Group has drafted a Competition Policy and a manual of compliance since 2018. This Policy reflects the Group’s constant commitment to comply with the provisions of Greek and European legislation on competition and with the national competition laws of the countries in which it is active. Furthermore, the Policy aims at helping the Group’s Management, executives and employees to understand the fundamental rules of Fair Competition and their impact on the Group’s day-to-day operation and the formation of its business practices. In 2019, a training program in Competition Policy was successfully completed with the participation of the executives of the Group’s organisational units whose responsibilities include commercial transactions.
The implementation of the Group’s business objectives, in compliance with the rules of Fair Competition, contributes to Sustainable Development, strengthens the Group’s competitiveness and averts any violations of the legislation on competition that may expose the Group as a whole and each staff member individually to the risk of very severe penalties.
HELLENIC PETROLEUM Group’s commitment to treat the personal data that come to its possession in the context of its business activities in line with the General Data Protection Regulation, internationally recognized best practices and modern technological developments is reflected in the Personal Data Protection Policy, which is valid and implemented in the entire Group. In order to ensure the sound governance of personal data issues at the Group level but also in all organizational units and subsidiaries in Greece and abroad, a Group Data Protection Officer as well as Privacy Protection Officers for each organizational unit and subsidiary have been appointed. This way, an organizational structure was created throughout the Group in order to secure the implementation of the Personal Data Protection Policy and the individual procedures and actions with which the Policy is implemented in the context of the day-to-day activities of the Group.
The Group aims to ensure that its activity is fully in line with current legislation and is governed by transparency and respect for the rights of its Personnel, Customers, Suppliers and Partners.
HELLENIC PETROLEUM SA (hereinafter the “Company”), pays special attention to protect the Privacy of the Company’s website users. The purpose of this Policy is to provide information regarding Cookies used by the Company each time you visit our website.
We consider very important for you to know what are the cookies we use, and for what reasons we use them, at our website. The purpose of this Policy is to provide information regarding Cookies used by the Company each time you visit our website, to protect you and to make your experience during browsing our website even better.
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Using of Cookies
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