Corporate Governance

Corporate governance is articulated as a system of relations between relationships between each company’s management, its Board of Directors,
and other stakeholders. Corporate governance also provides the structure by which the objectives of the company may be approached and set,
the key risks that the company faces identified, the means of attaining the corporate objectives determined while in parallel management’s performance monitoring is enabled through procedures for implementing appropriate policies and rules.

For companies with a public interest purpose,
τit is particularly important to maintain
high standards of corporate governance and transparency.

The basic corporate governance principles for state owned companies include:

01. Development of an appropriate and stable legal and institutional framework. Establishment of a robust framework of rules and procedures for corporate governance and regulatory compliance aiming to the continues improvement of transparency and efficiency.
02. Establishment and operation of Board of Directors with professional criteria, as well as committees per case. The Boards of Directors of State Owned Enterprises should take on clear tasks and performance targets for which they are held accountable.
03. Establishment of appropriate performance monitoring systems for the meritorious and efficient management of their assets.

In compliance with the regulatory framework governing the Hellenic Corporation of Assets and Participations, which is the same level as that of the listed companies on a regulated market, the Code of Corporate Governance was adopted in May 2017 by the decision of the General Assembly of its sole shareholder, as it has been amended and is in force.

The purpose of the Corporate Governance Code is to promote good governance with the aim that this will support the long-term success and competitiveness of the Hellenic Corporation of Assets and Participations’ subsidiaries. Its implementation should not be viewed only as a mere compliance exercise by each company, but also as a process that adds value to the business overall. A key objective of the Code is to educate and guide all subsidiaries’ Senior Management on governance best practices as well as to improve information flows to the shareholders as well as and in general the interested parties.

The importance of the good operation of the Boards of Directors

State Owned Enterprises through their Boards of Directors and Senior Management, who must have the necessary experience and knowledge, are required to have a clear mission that is linked to the goals and results. In this context, the requirements are the following:

Distinct role and responsibilities of executive and non-executive members. Delimitation of responsibilities through statutes

Staffing of committees by professionals with collectively appropriate knowledge and experience. Particular emphasis should be placed on the Audit Committee
Ensuring independence at Board level

Conflicts of interest avoidance

Obligation to keep proper accounting records

Performance monitoring through periodic reports (and annual report) on the financial position and performance of the company

Establishment of appropriate internal controls with an annual audit plan and reports by the Internal Auditor

Ensure quality of external audits

Identification, evaluation and strategy setting for the management of major risks

Crisis management – Operational readiness

Open dialogue and communication with the investment community

Promotion of consultation with all interested parties for the enhancement of transparency and confidence