CORPORATE GOVERNANCE STATEMENT

Corporate Governance Statement

The company has voluntarily decided to adopt the Corporate Governance Code for listed companies of the Hellenic Corporate Governance Council (HCGC) (here in after referred to as "Code"). The Code can be found on the HCGC website, at the following address:

http://www.helex.gr/web/guest/esed.

Apart from the HCGC website, the code is available to all staff via the company's internal website and in printed format at both the Group’s General Finance and General HR & Administration Services Divisions.

Deviations from the Code of Corporate Governance

The company, upon occasion, deviates or does not apply in its entity certain provisions of the Code, in respect to:

  • With regard to the size and composition of the Board of Directors (or “BoD”).
  • With regard to the role and attributes of the Chairman of the BoD.
  • With regard to BoD member election.
  • With regard to the functioning and evaluation of the BoD.
  • With regard to the System of Internal Controls.
  • With regard to the level and structure of compensation.
  • With Regard to the General Meeting of shareholders.

Corporate Governance Practices in addition to the provisions of the Law

The company, over the course of implementing a structured and adequate corporate governance system, has implemented specific practices of good corporate governance, some of which are those provided by the relevant laws (Codified Law 2190/1920 as amended, 3016/2002 and 3693/2008).

Specifically, the company has applied the following additional corporate governance practices, which all relate to the size, composition, functions and general operation of the Board:

Due to the nature and purpose of the company, the complexity of issues and the Group’s necessary legal support, which includes many activities and subsidiaries in Greece and abroad, the Board - the number of whose members is thirteen (13), i.e. ten (10) more than the minimum required by law - in order to better perform its role,, has set up committees consisting of members with advisory, supervisory or approval responsibilities. The secommittees are listed below:

  1. Crude Oil & Petroleum Products Supply Committee
  2. Finance & Financial Planning Committee
  3. Labour Issues Committee
  4. Remuneration & Succession Planning Committee

In addition to the above Board committees, executive and non executive committees have been setupandare in place, mainly advisory in nature, composed of senior company executives and designed to assist Management. The main committees include:

  1. Group Executive Committee
  2. Group Manufacturing Activities Committee
  3. Fuels Marketing Committee
  4. Non-core Energy Activities Committee
  5. Group Credit Committee
  6. Investment Evaluation Committee
  7. Electricity, Natural Gas & Renewable Energy Sources Committee
  8. Exploration and Production Committee

The Board has adopted the provisions in the company’s Internal Operating Regulation on the share trading ban, concerning the Chairman of the Board, the CEO and Board Members, if they have a Board Chairman or CEO related undertaking. It has also adopted Monitoring and Public Notification procedures of significant holdings and transactions in shares, and monitoring and public disclosure of transactions and economic activities with key customers and suppliers of  the company.