Compliance Management System
OTE Group Code of Conduct
Incidents of Misconduct
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’s 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 relevant Incidents of Misconduct.
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 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.
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.
In the context of implementation of the Compliance Management System, the following Policies and Codes are in force:
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. In OTE Group Social Charter (an Annex to this Policy), 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.
OTE Group Supplier Code of Conduct
Based on the Company’s core values addressing business ethics, social and environmental commitments, the Company requires the Suppliers to adhere to the listed at the Code Principles, which will be attached to the contract entered between the Company and the Supplier. The Supplier shall do its utmost to implement these Principles through its whole supply chain.
Incidents of Misconduct
You may report incidents 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), by using the communication channels below:
- 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
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 Customer Service
We note that all cases are handled according to a confidential procedure by competent employees who have received special training.
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, provided that the latter, on good will, expresses concern which shall not involve inaccuracies or untrue information with regards to violation of policies or law.
Please make sure that you are not breaching any legal provision regarding data privacy when you use of the abovementioned communication channels for submitting your report. If the incident which you report is related 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 your report and the relevant information.
The Company has established clear rules and Policies which define what is allowed and what incidents constitute misconduct. These incidents have consequences for offenders and specific sanctions and penalties are imposed.
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.