Compliance Management System
OTE Group Code of Conduct
Supplier Code of Conduct
Enterprise Risk Management
Corporate governance refers to a number of principles adopted by a company, aiming to uphold its performance and the interests of its shareholders and all stakeholders.
Recognizing the importance of corporate governance principles and the benefits derived from their adoption, we follow international practice and standards in this area and opt for the systematic implementation of these principles throughout its operations.
The applied by the Company principles and practices are incorporated in the Company’s Articles of Incorporation, the OTE Group Code of Conduct and other Company’s by-laws regulating its operations.
Fundamental Principles of the Corporate Governance System
The fundamental principles on which the corporate governance system is based involve the following:
- Ensuring transparency and effective control over management
- Two-way communication between company stakeholders and company’s management
- Assurance of operational efficiency
The three main pillars for the application of corporate governance rules and practices concern the role of the Board of Directors, the executive members and the control, the protection of shareholders’ rights and the enhancement of transparency and information disclosure.
Compliance with the legislation in force, the OTE Group Code of Conduct and the internal Policies is of great importance to our Company.
Ensuring Compliance is a priority of the Company’s Board of Directors.
Compliance stands for a solid commitment to the principles of integrity, transparency, justice, professionalism, team spirit, and of respect to the rules, principles which are essential to govern the functions of the Company.
On this purpose, the Management has adopted and implemented a Compliance Management System (CMS), regarding the compliance of all (Employees and Management) with the legislation in force, with the Code of Conduct and with internal Policies, aiming to avoid risks and other legal consequences for the Company and its Employees. In so doing, the benefit is for all: the Company per se, the Employees, the Customers, the Suppliers and the Shareholders.
The effectiveness of the Compliance Management System relies on the commitment and the support of all: Management and Employees.
The key elements of the CMS are:
- the prevention of misconduct in parallel with compliance with the policies provided for by the CMS. In this way, both the Company and its Employees are protected from any legal consequences due to misconduct, while the reputational risks of the Company are reduced. Prevention is achieved mainly through:
- The employees’ training about the dangers involved by any breach of basic rules, such as those of corruption, fraud, misuse of personal data, manipulation of financial statements, leakage of confidential business information, etc.
- The channels that have been developed for the communication with employees, so that the latter can submit questions regarding the implementation of the Code of Conduct and the Policies, in case they are uncertain as to how they should handle issues that come up in their daily work.
- the detection of compliance violations and the response to them. In order to provide the possibility of filing a tip – off regarding violations of Policies, regulations and of the legislation in force, the Company has established the Whistleblowing Policy and the relevant communication channels.
In the context of this Policy, employees or/and third persons may nominally or namelessly report to the Compliance Office a tip – off or express a concern or a complaint regarding potential violations of the Company’s Policies or the legislation. The Company does not allow for any retaliation act on behalf of the management or other bodies of the Company, directly or indirectly against any person, who on good will, reports or expresses concern or complaint with regards to violation of policies or law.
Τhe Compliance Officer responsible for the planning and adoption of the CMS, reports directly to the Company’s Board of Directors.
The OTE Group Compliance, Enterprise Risks & Corporate Governance Committee has been established with main purpose to support and monitor the implementation of the Compliance Management (CMS), Risk Management (RMS), Corporate Governance Systems and human rights issues of the Group.
The CMS applied at OTE Group is reviewed by independent external auditors, who confirm the effectiveness of the procedures which support it.
The key to our Company’s success lies in the adoption of a corporate culture with common values and rules of conduct within and outside it, which is characterized by integrity, ethics and personal responsibility. In this context, the OTE Group Code of Conduct has been adopted. Our Code of Conduct is the framework for guiding the behavior of all people in the OTE Group of companies. Specifically, the Code confirms our commitment to consistently comply with the laws and regulations governing the operation of the OTE Group of companies as well as with the requirements relating to ethical behavior, it is in conjunction with the five Guiding Principles and supports the success of our Group.
These Principles describe what should characterize our dealings and interactions with third parties and with others within OTE Group and are the following:
– Customer delight and simplicity drive our action
– Respect and integrity guide our behavior
– Team together – Team apart
– An excellent place to perform and grow
– I am a member of OTE Group – Count on me
Being part of the OTE Group and sharing the corporate identity requires that each and every individual accepts personal responsibility. A single incident of misconduct can damage not only the Group’s success, but also the good reputation acquired through the commitment demonstrated by our people on a daily basis.
Our Code of Conduct is applicable to all people who work at OTE Group companies, worldwide: from Board members and Managing Directors to Executives and Employees. It also equally applies to Consultants and individuals whose work is the functional equivalent of that performed by Group Employees.
OTE and its aﬃliates (OTE Group – A Member of DT Group) act in accordance with OTE Group Code of Conduct and Social Charter.
Based on OTE Group core values addressing business ethics, social and environmental commitments, OTE Group requires the Supplier to adhere to the hereaﬅer listed Principles (as deﬁned below) which will be attached to the contract entered between them (the “Contract”). The Supplier shall do its utmost to implement these Principles through its whole supply chain. This Supplier Code of Conduct is not intended to replace the laws and regulations in force in any country where OTE Group suppliers operate. It seeks to encourage and respect these laws and regulations, and ensure that they are faithfully and eﬀectively enforced.
1. Compliance with National and European Law
In addition to complying with the following provisions as detailed in sections 1 to 6 below, the Supplier shall always comply with applicable laws, regulatory provisions and the contractual obligations as agreed between the Supplier and OTE Group (“the Parties”). This shall include the US Foreign Corrupt Practices Act and the UK Bribery Act where applicable. Furthermore, the Supplier shall adhere to any international trade sanctions (including embargoes) which shall include any sanctions that may be in force as a result of a resolution passed pursuant to Chapter VII of the UN Charter by the UN Security Council, and any sanction that may have been imposed by the European Union. The Parties agree that adhering to this Supplier Code of Conduct is a main contractual obligation under the Contract. The Supplier shall bind its contractors and/or subcontractors (herein aﬅer referred to as “Subcontractors”) to the Principles of this Supplier Code of Conduct insofar as they are involved in provisioning deliverables under the Contract.
2. Underlying Principles
The Supplier shall respect internationally proclaimed human rights and shall avoid being complicit in human rights abuses of any kind. The Supplier shall respect the personal dignity, privacy and rights of each individual. Forced labour and slavery in all forms are forbidden. Furthermore, the Supplier shall adhere to all standards drawn up by the International Labour Organization (ILO).
3. Social Responsibility Practices
3.1 Freedom of Association and Right to Collective Bargaining
The Supplier shall seek to implement internationally recognized standards, e.g. ILO Conventions, without violating national legislation. It shall ensure that its employees and representatives including temporary (agency) workers may openly express themselves in their company concerning matters related to their working conditions.
3.2 Child Labour
Child labour is strictly prohibited. “Child labour” means the deﬁnition of ILO-IPEC and of Article 32 of the United Nations Convention on the Rights of the Child (UNCRC). If any child is found working at the premises of the Supplier, the Supplier shall immediately take steps to redress the situation in accordance with the best interests of the child.
3.3 Diversity and Non-Discrimination
The Supplier shall prohibit and ﬁght negative discrimination based on race, colour, sex, sexual orientation, language, religion, political or other opinion, national or social origin, property, birth or other status, and shall promote diversity, equality of opportunity or treatment in employment and occupation. The Supplier shall treat all employees with respect and shall not use corporal punishment, mental or physical coercion, any form of abuse or harassment or threat of such treatment.
The Supplier shall provide remuneration according to national legal standard on minimum wage and avoid any wage deductions as disciplinary measure. Where no national legal standards exist, the remuneration shall be suﬃcient to meet basic needs (ILO C131 – Minimum Wage Fixing Convention). The basis on which workers are paid shall be clearly conveyed to them in a timely manner. The Supplier shall not use deductions from wages as a disciplinary measure.
3.5 Working Hours
Working hours, including overtime, shall comply with applicable local laws. Where no national legal standards exist, ILO standards shall apply. The Supplier shall respect the individual worker’s need for recovery and secure that all workers have the right to adequate leave from work with pay.
3.6 Health and Safety
The Supplier shall provide its workers with a safe and healthy workplace and should implement eﬀective programs to – where necessary – improve the working environment. The Supplier shall do its utmost to control hazards and take necessary precautionary measures against accidents and occupational diseases. The Supplier shall provide adequate and regular training to ensure that workers are educated on health and safety issues. This shall include provision and instructions to use appropriate personal protective equipment. The Supplier shall secure that, where it provides accommodation, it shall be clean, safe and meet the basic needs of the workers, and, where appropriate, for their families. The Supplier is encouraged to implement a Health & Safety Management System based on international standards such as OHSAS 18001 or similar.
4. Environmental Responsibility Practices
4.1 Environmental Protection
The Supplier shall take a precautionary approach towards environmental challenges (e.g. climate change, biodiversity, etc.), undertake initiatives to promote greater environmental responsibility, and encourage the development and diﬀusion of environmentally friendly technologies.
The Supplier shall act in accordance with relevant local and internationally recognized environmental standards and applicable local laws, whereby the highest standard shall be applied especially including ROHS and WEEE (as detailed further in the respective Contract).
The Supplier shall minimize its environmental impact and should implement measures contributing to pollution prevention and the protection of the environment.
OTE Group expects Supplier to follow the rules of circular economy during the whole product life cycle: conception, development, production, transport, use and disposal and/or recycling. The Supplier shall minimize or strive to avoid hazardous air emissions, energy consumption and CO2 emissions. In particular, the Supplier shall
develop products and services that feature low energy consumption and CO2 emission reduction during the whole life cycle.
The Supplier shall obtain and adhere to all necessary permits and strive for the implementation of an Environmental Management System based on international standards such as ISO 14001.
4.2 Natural Resources and Waste Management
The Supplier shall limit the use of materials and resources, including water, when sourcing or producing goods in order to minimize its environmental impact.
The Supplier is encouraged to track the source of conﬂict minerals, to promote transparency along its own supply chain and to put in place measures for this purpose. The use of rare resources shall be limited or avoided where possible. The waste produced by all its activities shall be identiﬁed, monitored and managed. The Supplier shall strive to reduce the waste. Waste treatment shall be in accordance with applicable environmental laws.
5. Prohibited Business Practices
The Supplier shall refrain from any form of corruption or actions that could potentially be construed as such.
The Supplier may not oﬀer, promise or grant illegal beneﬁts to national or international public oﬃcials or decision-makers operating in the private sector in order to achieve a preferential treatment or a favourable decision; same applies when dealing with donations, giﬅs or invitations to business meals and events.
The Supplier may not allow itself to be promised or oﬀered advantages, and shall not accept the same if this may or shall create the appearance to the party bestowing the advantages that it can thus be inﬂuenced in business decisions. Likewise, the Supplier may not request advantages.
The Supplier shall avoid conﬂicts of interest that may lead to risks of corruption.
If the Supplier is also a customer of OTE Group, it shall not draw any unfair advantages from this and shall keep procurement and sales strictly separate.
Supplier undertakes, and requires its directors, oﬃcers, employees, suppliers, aﬃliates, Subcontractors and each respective representative (hereinaﬅer the “Third Parties”): . to respect the rules of this Section 5.1 together with the regulations as stated in Section 1 (“the Rules”), by appropriate means for the eﬀective implementation and maintaining of a compliance framework; . that (i) the Third Parties involved in the performance of the Contract comply with the Rules and that (ii) every necessary means used by Third Parties for the performance of the Contract comply with the Rules.
In order to ensure compliance with the Rules for the duration of the Contract, Supplier shall provide on demand and at all time to OTE Group all elements requested to establish such compliance, and shall inform OTE Group without any delay, when it knows or has reason to know, of any failure to comply with the Rules by itself or any Third Party, as well as the corrective measures adopted to ensure compliance with the Rules.
A material non-compliance with the Rules may trigger a termination right of the Contract in accordance with its provisions.
The Supplier shall respect the rules of free and fair competition in all business relation, in particular not act against any competition and/or antitrust law.
All sponsoring measures by Supplier must be in accordance with current legislation.
5.4 Political Contributions
The Supplier shall not donate money or grant any monetary beneﬁts to any political party unless permitted by law.
5.5 Money Laundering
The Supplier shall take all measures to prevent money laundering within its sphere of inﬂuence.
5.6 Data Security and Data Protection
The Supplier shall adhere to all applicable data protection laws and all speciﬁc data protection and security requirements agreed to in the Contract.
6. Monitoring and Social, Environmental, Compliance Audits
In order to ensure compliance with the Principles as outlined in this Supplier Code of Conduct for the duration of the Contract, the Supplier shall provide on demand all elements requested to establish such compliance, and shall inform OTE Group without any delay, when it knows or has reason to know, of any failure to comply with the Principles by itself or by any Subcontractor, as well as the corrective measures adopted to ensure compliance with the Principles.
In case of modiﬁcation of the legal and/or regulatory framework as well as any judicial decision that would imply violation of the Principles by one of the Parties, OTE Group may introduce the relevant modiﬁcations that the Supplier shall adhere to.
If not covered in the Contract, the following shall apply for Social, Environmental and Compliance Audits: OTE Group and/or its authorized representative are entitled to conduct monitoring activities towards the Supplier and its Subcontractors to eﬀectively
evaluate the Supplier’s and Subcontractors’ actual conformity with the Principles. This includes the right for OTE Group and/or its authorized representative to perform audits including on-site inspections, questionnaires and/or interviews with selected employees at Supplier’s premises, construction sites and/or other locations where work is carried out on behalf of the Supplier. The Supplier acknowledges that OTE Group has the right to request and receive further information (e.g. through the OTE Group evaluation systems/EcoVadis/E-TASC/self-assessments), if deemed necessary. At the request of OTE Group, the Supplier shall inform OTE Group of the measures adopted to ensure compliance with the Principles. In the case of non-conformity with the Principles, any non-conformity shall be notiﬁed to OTE Group and followed by a dedicated improvement plan that needs to be fulﬁlled in due course.
For more information or clariﬁcation regarding the principles of this Code, you may address to the following communication channels:
Hellenic Telecommunications Organization S.A. (OTE S.A.) OTE Group Compliance Oﬃce, 99 Kiﬁssias Ave., 15124 Maroussi, Athens, Greece
Hellenic Telecommunications Organization S.A. (OTE S.A.) OTE Group Compliance Oﬃce, P.O. BOX 61368 / GR-15104 Maroussi, Athens, Greece
Phone: +30 2106112345 Fax: +30 2106116790 Ε-Mail: email@example.com Internet: https://www.cosmote.gr/en/compliance/tell-me-channel
OTE Group Supplier Code of Conduct, Version 2017
In the context of implementation of the Compliance Management System, the following Policies and Codes are in force:OTE Group Code of Conduct
The Code of Conduct is the framework for guiding the behavior of all people in the OTE Group of companies. Specifically, the Code confirms our commitment to consistently comply with the laws and regulations governing the operation of the OTE Group of companies, as well as with the requirements relating to ethical behavior and in conjunction with the five Guiding Principles, supports the success of our Group.
OTE Group Whistleblowing Policy
The Whistleblowing Policy provides a description of the rules and the basic guiding principles with regard to the handling of tip-offs related to violations of Company Policies, Regulations or current legislation.
OTE Group Code of Ethics for Senior Financial Officers
This Code defines the framework of conduct of the Senior Financial Officers, in order for honesty, integrity, transparency and ethical conduct by those persons to be promoted in the performance of their management responsibilities.
OTE Group Policy on Insider Trading
The Policy on Insider Trading describes the responsibilities and obligations of the Employees of OTE Group regarding the Inside Information.
OTE Group Policy on Anti-Trust Law
The Policy on Anti-trust law describes the operational framework in the context of antitrust law for the activities of OTE Group of Companies and its employees. It sets down corresponding operational guidelines for employees who conduct discussions or negotiations with competitors, suppliers or customers that have the potential to restrict the competitive freedom of action of OTE’s Group of Companies, its contractual partners or third-party companies.
OTE Group Donation Policy
The Donation Policy defines the specific transparent and mandatory procedures to be followed by OTE Group companies when assessing and implementing Donations, based on the action areas defined by the Sustainable Development strategy.
OTE Group Sponsoring Policy
The Sponsoring Policy describes how to deal with Sponsorship issues by setting out clear criteria for implementing the procedure which needs to be followed by the OTE Group companies in order to carry out Sponsorships, ensuring transparency regarding the efficient use of resources allocated for Sponsorships.
OTE Group Policy on Accepting and Granting of Benefits
This Policy provides a description of the rules and regulations of conduct with regard to the acceptance and offering of benefits in business dealings.
OTE Group Anti-Fraud Policy
The Anti-Fraud Policy provides a description of the rules and the basic guiding principles with regard to the fraud incidents that may occur at OTE Group companies and it sets the necessary measures for the prevention of such fraud cases.
OTE Group Event Policy
This Policy describes the basic conditions, principles and rules of conduct to be observed in the conception, planning, execution and monitoring of events.
OTE Group Policy on Avoiding Sexual Harassment within OTE Group
Target of this Policy is the prevention of sexual harassment acts, the awareness of managers and employees in relation with this issue, and the enhancement of confidence of employees regarding the support they shall have by their superiors in such cases.
OTE Group Policy on Avoiding Corruption and other Conflicts of Interest
This Policy provides the framework for avoiding corruption and other conflicts of interest in relationships with customers and business partners.
Policy on Employee Relations within OTE Group
This policy specifies the key elements of Employee relations within OTE Group. It describes what we stand for in our relationship with Employees in all countries where we operate.
OTE Group Corporate Responsibility Policy
This Policy sets out the strategy and the action plans of the Corporate Responsibility for OTE and its affiliates, taking into consideration the social and financial circumstances as well as the culture priorities and challenges.
OTE Group Social Charter
In OTE Group Social Charter, the Basic Social Principles are mentioned which the Company is committed to observe and apply wherever it operates and guarantees to notify its stakeholders and suppliers.
Fight Corruption – Submit Complaints
Tip offs regarding serious infringement of the Company’s policies and procedures and of the applicable laws (e.g. corruption, abuse, theft, money laundering, falsification of financial statements, non-compliance with OTE Group Code of Conduct and/or Policies, human rights issues and any misconduct which could harm the company’s reputation, or any attempts to conceal the above), are managed based on the approved OTE Group Whistleblowing Policy.
Under this Policy, employees or/and third persons may nominally or namelessly report to the Compliance Office violations of policies / procedures of the Company or applicable laws.
Tip offs are handled according to a confidential procedure. Before submitting a tip-off, please consider the consequences that it may have on the persons involved.
The Company does not allow for any retaliation act on behalf of the management or other bodies of the Company, directly or indirectly against any person, who on good will, reports or expresses concern or complaint with regards to violation of policies or law. The protection of the whistleblower from any action of retaliation is an important provision of the Whistleblowing Policy, unless the tip-off is malicious and, thus, no protection provision is applied.
If your tip off refers to specific individuals, these are entitled, in the context of exercising the rights to information, access and objection according to the Articles 11-13 of Law 2472/1997 as in force, to be informed about it and any relevant evidence.
We note that if your tip off refers to individuals, it should not contain elements which are sensitive personal data (i.e. data relating to racial or ethnic origin, political opinions, religious or philosophical beliefs, union membership, health, social welfare and sexual life, criminal prosecutions or convictions).
Communication channels for complaints:
Please do not use these channels for reporting issues about products or services of the Company. These issues should only be directed to Company’s
- Via Mail:
Hellenic Telecommunications Organization S.A. (OTE S.A.)
OTE Group Compliance Office,
99 Kifissias Ave., 15124 Maroussi, Athens, Greece
Hellenic Telecommunications Organization S.A. (OTE S.A.),
OTE Group Compliance Office,
P.O. BOX 61368 / GR-15104 Maroussi, Athens, Greece
- Via e-mail: firstname.lastname@example.org or email@example.com
- Via telephone: +30 210 611 2345
(Monday through Friday: 10am until 5pm)
- Via fax: +30 210 611 6790
STATEMENT FOR THE CONFIDENTIALITY AND THE PROTECTION OF PERSONAL DATA
Is there any situation of misconduct/misbehavior you want to report, that may put the Company at risk? Are you wondering whether to disclose this information or not? We assure you that all complaints are handled according to a confidential procedure. Before submitting a complaint (tip-off), please consider the consequences that it may have on the persons involved. Moreover, if your complaint refers to specific individuals, these are entitled, in the context of exercising the rights to information, access and objection according to Articles 11-13 of Law 2472/1997 as in force, to be informed about the complaint and any relevant evidence. We note that if your complaint refers to individuals, it should not contain elements which are sensitive personal data (i.e. data relating to racial or ethnic origin, political opinions, religious or philosophical beliefs, union membership, health, social welfare and sexual life, criminal prosecutions or convictions).
PROTECTION OF THE COMPLAINANT’S ANONYMITY:
An important principle of the Whistleblowing Policy is the provision of a communication channel which ensures that the complainant (whistleblower) can remain anonymous. You may not provide us information that may lead to the disclosure of your identity. We are only interested in the content of the complaint.
USE OF THE COMPLAINTS SUBMISSION ONLINE FORM:
In the case of an anonymous complaint, please give us all the information necessary, since it will not be possible for us to contact you for clarifications and further information to be used during the investigation of your complaint. Please do not use the Online Form for complaints about products or services of the Company. These complaints should be directed only to Company’s Customer Service.
GUIDELINES REGARDING THE SECURITY OF THE ANONYMOUS COMPLAINT FORM:
This application safeguards your anonymity. In the case of an anonymous complaint and in order to maintain your anonymity you may follow the following instructions:
- Via e-mail: firstname.lastname@example.org or email@example.com
- do not provide data that may lead to your identification,
- use a secure internet connection.
I have read the above and I agree
OTE Group has developed an Enterprise Risk Management (ERM) System that supports Management in its strategic decisions, through the identification, evaluation, communication and management of enterprise risks, including all strategic and operational mitigation and monitoring measures used in risk management.The OTE Group ERM System is based on the COSO ERM standard and the ELOT ISO 31000:2009 “Risk Management – Principles and Guidelines” standard, while its main objective is to safeguard the smooth operation and the future corporate success of OTE Group. The OTE Group ERM System is certified according to ISO 31000 Standard in Greece for OTE and COSMOTE.
In this context, the OTE Group ERM System defines the strategy for monitoring, response and management of enterprise risks, in order to:
- Ensure that existing OTE Group risks are systematically identified, analyzed and evaluated and that information relevant to risks and corresponding opportunities is promptly communicated to the competent decision-making bodies.
- Record OTE Group response to risk identification, analysis, communication and management, as well as evaluating mitigating alternatives (such as transfer the risk to third parties, e.g. insurance companies).
- Establish tolerance limits (thresholds) for each level of risk assessment and evaluation. In case these limits are exceeded, relevant reporting takes place.
- Implement a common methodology across the OTE Group for the identification, evaluation and management of enterprise risks.
The OTE Group ERM monitors, facilitates and supports the implementation of effective risk management practices. The tasks of risk managers include the reporting and monitoring of the overall situation in the OTE Group risk portfolio, as well as compliance with the OTE Group ERM methodology in all business units and OTE Group subsidiaries. In addition, OTE Group ERM is responsible for the maintenance and continuous monitoring of the OTE Group Corporate Risk Register, which is the central repository of all Group risks.
OTE Group ERM submits, at least four (4) times a year or adhoc when necessary, the OTE Group Risk Report to the OTE Group Compliance, Enterprise Risks and Corporate Governance Committee for its review, assessment and submission to the competent corporate bodies, namely the OTE Audit Committee and the OTE Board of Directors. The OTE Group Risk Report, after thorough assessment and relevant consolidation, includes business units’ and group subsidiaries’ reports, and provides a detailed description and review of Group risks in the reporting period. Specifically, the Report includes the risk description and any new developments, the likelihood of occurrence and the financial impact in case of the risk’s occurrence, the respective risk owner, the responsible mitigation owner, as well as any new developments concerning the mitigation measures to address the risk.
In OTE Group, Risk Assessment is a structured process for risk identification, analysis, evaluation and management of enterprise risks, in order to ensure better decision making by the company’s competent bodies and that appropriate mitigation has been developed to address these risks and monitor the implementation of relevant measures. In this context, a common Risk Assessment methodology is being applied to all risk assessments that are being performed by business units, with specific criteria for risk evaluation and assessment, in accordance with the requirements of the Standard ISO 31000 and based on the unified ERM OTE Group methodology. The results of all individual risk assessments performed by business units and Group subsidiaries are included in the OTE Group Corporate Risk Register, for the systematic analysis and monitoring of enterprise risks.
In the context of implementation of the OTE Group Enterprise Risk Management System, the Enterprise Risk and Insurance Management Policy applies.