HELLENIC PETROLEUM SA BOARD OF DIRECTORS

Board of Directors (BoD)

The Company is managed by 13 members of the Board, as shown below, for a term of 5 years, ending on 26/06/2018; the term of the BoD is extended until the final date that the ordinary shareholders’ meeting can be convened, pursuant to article 20 of the company’s Articles of Association.

  • Efstathios Tsotsoros, Chairman, Executive Board Member
  • Grigorios Stergioulis, Chief Executive Officer, Executive Board Member
  • Ioannis Psychogios, Executive Board Member
  • Andreas Shiamishis, Executive Board Member
  • Theodoros - Achilleas Vardas, Non-Executive Board Member
  • Georgios Grigoriou, Non-Executive Board Member
  • Stratis Zafiris, Non-Executive Board Member
  • Dimitrios Kontofakas, Non-Executive Board Member
  • Vassilis Kounelis, Non-Executive Board Member
  • Konstantinos Papagiannopoulos, Non-Executive Board Member - Employees’ Representative
  • Panagiotis Ofthalmidis, Non-Executive Board Member - Employees’ Representative
  • Theodoros Pantalakis, Non-Executive Board Member - Minority Shareholders’ Representative
  • Spiridon Pantelias, Non-Executive Board Member- Minority Shareholders’ Representative

Roles and Responsibilities of the BoD

The Board of Directors is the supreme governing body of the company and primarily sets the strate gyand development policy and supervises and controls the administration of the company’s assets.The composition and status of the members of the Board are established by the Law and the Articles of Association. The obligation and foremost duty of the Board Members is the constant pursuit of enhancing the company’s long-term economic value and the protection of the general corporate interest.

To achieve the company’s corporate objectives and smooth operation, the Board may delegate some of its powers, except those that require collective action,as well as the management, administration or management of the affairs or the representation to the company's Chairman of the Board, the CEO, to one or more members (and non-executive members) or to managers or officers of the company. Board Members and any third party, entrusted with responsibilities by the Board, are prohibited to pursue his/her own interests against  the interests of  the company. Members of  the Board and any third party, entrusted with responsibilities, must promptly disclose to the other members of the Board, their own interests, which may arise from company transactions, whilst they are in office as well as any other conflict of  their own interests, with those of the Company or affiliates within the meaning of art.42 (e), paragraph 5 of Codified Law 2190/1920 that arise in the course of their duties.

Indicatively, the BoD, approves, upon the recommendation of the CEO:

  1. Τhe company and Group’s Business Plan(s).
  2. Τhe company and Group’s Annual Business Plan and Budget.
  3. Any necessary changes in the Annual Business Plan and Budget.
  4. Annual report on the company’s transactions with its affiliates according to art. 42(e), par.5 Codified Law.2190/20.
  5. Τhe company and Group’s Annual Report.
  6. Establishing or participation in a company or consortium, acquisition of a company, establishment or elimination of facilities, amounting in each case to more than €1m.
  7. Agreements to participate in joint exploration and production of hydrocarbons.
  8. Τhe permanent closure of a plant.
  9. The regulations governing the operation of the Company and its amendments.
  10. Τhe basic organizational structure of the company and its amendments.
  11. Responsibilities of Directors up to first tier and amendments.
  12. Τhe appointment/ revocation and remuneration of the Group and company’s first tier Directors and General Managers and the Head of the Internal Audit Unit.
  13. The Collective Labour Agreement.
  14. Internal Operating Regulations.
  15. Determining the terms of the company’s remuneration policy.
  16. Τhe recruitment procedure for the Directors and their performance evaluation.
  17. Whatever else is foreseen by the regulations of the company, in force.

Εxecutive and Non-Executive Members of the Board

The Board, during its constitution as a body, defines the status and responsibilities of members as executive and non-executive. The number of non-executive board members cannot be less than 1/3 of  the total number of members.


Chairman of the Board

The Chairman of the Board heads and conducts the meetings of the Board and acts out of any jurisdiction, as provided by the law, the Statute and Internal Regulations.


CEO

The CEO is the senior executive of the company. He presides over all departments of the company and directs their work. As part of Business Planning and Regulations and Decisions of the Board governing the operation of the company, he shall take all necessary decisions, submitting suggestions and recommendations necessary for achieving the objectives of the company to the Board.