By implementing its strategic business plan to foster growth and sustainable development, the Group is undergoing rapid transformation, while adhering to international sustainability standards. In December 2023, HELLENiQ ENERGY conducted a double materiality analysis, taking into consideration the ESRS Standards for the first time, while also complying with the requirements of the GRI Standards for impact materiality, which serve as the primary reporting standards for the compilation of the 2023 Sustainability Report (accessible through the corporate website).
HELLENiQ ENERGY identified and assessed both positive and negative impacts, risks and opportunities across its value chain, whether they currently exist (actual/current basis – 2023) or are anticipated to arise (medium-term horizon – 2028), based on the nature of its activities, business relationships, geographical regions and other relevant considerations. The analysis encompassed critical suppliers, partners, major customers and other Tier 1 entities). The double materiality analysis took into account the interconnectedness between impact materiality and financial materiality, as well as the interdependencies between these two dimensions.
The material impacts, risks and opportunities are seven (7) in total, as depicted in the figure below, alongside the other fifteen (15) identified impacts, risks and opportunities.
The mapping and comprehensive analysis of double materiality underscore their significance for the Group’s operations and long-term strategy, on one hand, and ensure the ongoing implementation of the sustainable development strategy in alignment with the Group’s comprehensive plan for society, the economy and the environment. The assessment’s outcomes received validation from the Management, specifically the CEO of HELLENiQ ENERGY and the Sustainable Development Committee of the Company’s Board of Directors.
1 Constitutes a material impact, risk and/or opportunity according to the criteria defined for both Impact & Financial Materiality approach.
2 Constitutes a material impact, according to the criteria defined for Impact Materiality approach.
The Group has incorporated the United Nations Sustainable Development Goals (SDGs) into its strategy and works to attain them through purposeful actions and social initiatives. Based on the results of the recent double materiality analysis, the Group has aligned its strategy with the Goals as follows:
*As of October 27, 2023
** ESG risk rating
*** Produced by MSCI ESG Research as of April 02, 2024, (see disclaimer)
**** Source Eikon
DISCLAIMER STATEMENT
THE USE BY HELLENiQ ENERGY Holdings S.A. OF ANY MSCI ESG RESEARCH LLC OR ITS AFFILIATES (“MSCI”) DATA, AND THE USE OF MSCI LOGOS, TRADEMARKS, SERVICE MARKS OR INDEX NAMES HEREIN, DO NOT CONSTITUTE A SPONSORSHIP, ENDORSEMENT, RECOMMENDATION, OR PROMOTION OF HELLENiQ ENERGY Holdings S.A.BY MSCI. MSCI SERVICES AND DATA ARE THE PROPERTY OF MSCI OR ITS INFORMATION PROVIDERS, AND ARE PROVIDED ‘AS-IS’ AND WITHOUT WARRANTY. MSCI NAMES AND LOGOS ARE TRADEMARKS OR SERVICE MARKS OF MSCI.
The incorporation of Sustainable Development is an integral aspect of the strategic planning of the HELLENiQ ENERGY Group. The Group is deeply committed to upholding a Policy on Health, Safety, Environment and Sustainable Development, with the aim of ensuring a secure and accident-free operational framework that is also economically sustainable. Furthermore, the Group is dedicated to conserving the environment and fostering a harmonious relationship with the community. These principles align with the 17 United Nations Sustainable Development Goals (SDGs) as well as the Environmental – Social – Governance (ESG) criteria.
The HELLENiQ ENERGY Group encounters various risks in its operations due to the nature of its activities. These risks pertain to the utilization of hazardous and flammable substances, as well as other technical difficulties, in the manufacturing and distribution facilities of oil and other products. These facilities are of substantial complexity and significant size. Inadequate management of these risks could have a significant impact on the Group’s operations and financial position, including the imposition of administrative penalties and/or the inability to conduct its activities.
With regard to risk management related to health, safety and environmental issues, the Group employs a series of control and mitigation procedures during equipment design and operation to manage and mitigate them. Additionally, the Group actively engages with international organizations to assess key indicators and compare its performance with that of the European oil and chemical industry. This allows for the adoption of best practices and the enhancement of the Group’s performance in the areas of health, safety and the environment.
Furthermore, the assessment of adherence to applicable protocols and the evaluation of health, safety and environmental management efficacy at each facility are conducted on a regular basis. These evaluations are not limited to internal audits performed by knowledgeable and skilled personnel, but also encompass external audits conducted by authorized certification entities. Concurrently, the progress of key performance indicators (KPIs) pertaining to health, safety, environment, and energy is closely monitored. These KPIs are incorporated within the Group’s periodic reports, along with the criteria employed to assess the performance of management.
The initial step in effectively planning the Group’s strategy is to document and manage the risks and opportunities that exist, both in terms of mitigating climate change and strategically adapting to its impacts. Critical issues, such as increased costs for fuels and raw materials, decreased demand for energy-intensive products and the implementation of additional measures to control and limit greenhouse gas (GHG) emissions, are thoroughly examined and analyzed across various pillars, including existing and forthcoming legislation. Simultaneously, international forecasts regarding the energy market, emerging technologies and policies to address climate change are systematically evaluated to develop the Group’s long-term strategy.
In 2023, due to the normalization of the energy market, the fuel mix consumption of the Group’s refineries underwent adjustments with a particular emphasis on the consumption of more environmentally friendly fuels. This adjustment led to a decrease in air emissions. To provide further details, the intensities of SO2, NOΧ, VOC and PMs emissions were significantly reduced compared to the previous year, by 22%, 16%, 6% and 41% respectively. Specifically, the effective operation of the new electrostatic particulate filter (ESP) in the catalytic cracking unit (FCC) of the Asporpyrgos refinery contributed significantly to the reduction of PMs emissions.
*the PM indicator is multiplied by 10 in order to enhance its visual presentation
In 2023, HELLENiQ ENERGY experienced direct financial impacts primarily associated with the expense of covering the deficit in emission allowances. This was due to the participation of all three refineries within the Group in the European Union Emissions Trading System (EU-ETS). The costs of compliance have significantly increased under the 4th phase (2021-2030) of CO2 emissions trading, despite the implementation of various energy-saving initiatives. This increase can be attributed to the gradual reduction in the allocation of free allowances on an annual basis, as well as the substantial rise in the price of allowances over recent years. The price of allowances has escalated approximately tenfold, with a value of €8 per ton in early 2018 compared to approximately €80 per ton by the end of 2023. The verified CO2 emissions for the three refineries (Scope 1) in 2023 amounted to 3.825 million tons.
The following diagram presents the final verified emissions for the Group’s three refineries for 2022 and 2023, alongside the corresponding free allowances.
In light of the European level developments, pertaining to the announcement of a 55% reduction target in greenhouse gas emissions by 2030 (in relation to the Green Deal), as well as the already implemented restructuring measures for the EU Emissions Trading System (EU-ETS) for the period 2021-2030 and the recent revision of the EU ETS, it is anticipated that the price of emission allowances (€/tn CO2) will surpass the threshold of €100/tn in the forthcoming years. This will have a direct and indirect impact on compliance costs, particularly through power consumption, which is also subject to corresponding expenses.
It is worth mentioning that 2023 marked the initial year of the implementation of the National Climate Law. The Greek Climate Law is regarded as one of the most important legislative texts that will affect the Group’s operations across the entire supply chain in the upcoming years. During this period, HELLENiQ ENERGY’s carbon footprint was submitted for the first time in accordance with Article 20, while the Group and its subsidiaries continued their preparations for future compliance.
As part of its broader efforts to reduce its environmental impact, the Group is striving to decrease both air emissions and waste generation through targeted initiatives. These include employing fuels that adhere to stricter environmental standards and incorporating advanced technologies in the production process. In 2023, measures were implemented to enhance the environmental footprint in alignment with the new emission levels associated with Best Available Techniques (BAT). These measures have been integrated into the new environmental permits that approve the operational conditions of the Group’s refineries.
At the same time, significant modernization projects are being implemented in our industrial facilities and processes are being launched for the production of environmentally-friendly, low-emission liquid fuels. We are actively seeking innovative practices for the production of energy products that possess a limited or even zero footprint. Our investments are directed towards the development of next-generation biofuels, the utilization of liquefied natural gas, the gradual substitution of a portion of our refineries’ supply with feedstocks that have a low carbon footprint, as well as the research and development of green technologies and applications. Furthermore, we are committed to upgrading our energy and fuel production infrastructure to enhance energy efficiency.
In regards to the management of wastewater and solid waste, we adhere to the principles of the circular economy and align with the UN Goal for Sustainable Production and Consumption (SDG 12). Our primary objective is to reduce the production of waste at its source, while maximizing recycling and reuse within the production process for a wide range of waste streams. Subsequently, we strive to manage these waste streams in an environmentally and socially responsible manner, taking into consideration both the environment and human health. Our ultimate aim is to significantly diminish the amount of waste for final landfill disposal, in accordance with European targets and policies.
Since 2016, the Group has adopted the Greek Sustainability Code and is actively involved in the dialogue on sustainable development, contributing through actions and investments toward the 17 goals set by the UN to be achieved by 2030. In 2023, the Group maintained its position for yet another year in the leadership team of The Most Sustainable Companies in Greece 2023, which serve as exemplars in the formulation of a Business Charter for Sustainable Development in Greece. Furthermore, for the sixth consecutive year, it was evaluated for its overall management of climate change issues by the international organization CDP (previous Carbon Disclosure Project), which encompasses a significant portion of the ‘Task Force for Climate related Financial Disclosures’ -TCFD proposals) and receive a rating of level B (“Management level”).
For the HELLENiQ ENERGY Group, Health and Safety is a major priority in all its activities. The Group adopts a comprehensive approach to managing Health and Safety matters, which entails planned initiatives and preventive measures aimed at eliminating risks and enhancing performance. Simultaneously, this approach encompasses the implementation of management systems, inspections, and measures to reinforce leadership across all activities of the Group. Moreover, the Group ensures the implementation of necessary safety precautions for its employees, external partners, and visitors in all work areas, aligning with the United Nations’ international Sustainability Goal for Good Health (SDG 3).
The Group consistently invests in preventive measures, infrastructure, and enhancements, reviewing procedures and aligning them with current standards and best practices. Additionally, the Group places significant emphasis on training its personnel and partners in the field of Health and Safety to ensure compliance with the most rigorous criteria at both national and European levels. As an example, in 2023, approximately €17 million were allocated to safety improvements across all Group facilities in Greece and abroad, in addition to actions undertaken as part of project upgrades and the modernization of equipment and units.
All facilities within the Group establish objectives to monitor and enhance their performance in relation to health and safety matters, with periodic reports being assessed against these objectives. Targets pertaining to specific indicators of health and safety are established and monitored in accordance with the recommendations put forth by CONCAWE.
In 2023 the Lost Workday Injury Frequency (LWIF) and All Injury Frequency (AIF) indicators – which are key safety indicators – exhibited a decrease of 28.7% and 22.8% respectively, compared to last year and in contrast to the corresponding European indicators, which exhibited an increase, based on the latest available data, until 2022. The Process Safety Event Rate (PSER) indicator – which is the key indicator of process safety – also decreased by 14.7% compared to last year, following the trend of the corresponding European indicator, which decreased slightly.
The target for reporting and investigating near misses was successfully attained in 2023, which serves as a crucial leading indicator for health and safety (H&S) performance across all facilities within the Group. As part of the efforts to establish a unified Safety Culture at all Group facilities, ongoing training in fundamental H&S practices was provided. This training encompassed areas such as fire safety, first aid, rescue techniques, basic safety protocols and best practices. Moreover, this training was extended to external partners, contractors, visitors, tank truck drivers, and service station operators, who were enrolled in accredited training centers.
The graphs below indicate the trends in the basic safety key performance indicators (KPIs)*.
*CONCAWE 2023 data report is not available until July 2024
12 Improvement of Domestic Marketing manhours’ recording
13 Lost workday injury frequency(LWIF): (LWIs)/ 1 million labor-hours
14 All injury frequency(AIF): Total Fatality + LWI + Restricted Workday Injury + Medical Treatment Case/1 million labor-hours
15 Process Safety Event Rate (PSER): Number of process safety incidents/1 million labor-hours
The ‘Fit for 55’ package aims to translate the ambitions of the Green Deal into a legal obligation, according to which the EU member states commit to reduce the net greenhouse gas (GHG) emissions by at least 55% by 2030, compared to 1990 levels. In order to meet the emission targets and other environmental objectives, the EU, through the “Taxonomy Regulation” (Regulation (EU) 2020/852) established the framework for the creation of the EU Taxonomy of environmentally sustainable economic activities. The common classification system is a tool to define the environmental performance of economic activities across a wide range of industries, helping investors, companies and financing providers turn to a low-carbon, resilient and resource-efficient economy.
The Taxonomy Regulation includes a hierarchy of two levels of reporting, Taxonomy-eligibility and Taxonomyalignment, with the latter as subset of the former.
An economic activity is considered Taxonomy-eligible if it is listed in the EU taxonomy and can potentially contribute to realizing at least one of the following six environmental objectives:
An economic activity is defined as environmentally sustainable i.e. Taxonomy-aligned if it meets all three of the following conditions:
On 1 January 2022, the Taxonomy Regulation entered into force, requiring companies subject to Articles 19a or 29a of “Non-Financial Reporting Directive (NFRD)” (Directive 2013/34/EU) to disclose, over the course of 2022, the percentage of their turnover that is eligible for the EU Taxonomy. In addition, they might also report the percentage of their capital expenditures (CapEx) and/or their operational expenses (OpEx) that were eligible for the EU Taxonomy. These three metrics are referred to as key performance indicators (KPIs). Additionally, nonfinancial companies subject to NFRD were required to report Taxonomy-alignment figures during 2023 for the first two environmental objectives (i.e., CCM and CCA).
In light of the recent adoption of the Environmental Delegated Act and the Amended Disclosures Delegated Act, during 2024, non-financial companies should disclose the proportion of Taxonomy-alignment figures for the first two environmental objectives and Taxonomy-eligibility figures for all six including the new four environmental objectives, as well as the new activities in the amended Annex I and Annex II of the Climate Delegated Act.
The financial metrics reported are applicable to the consolidated companies included in HELLENiQ ENERGY’s financial statements. It should be noted that this Taxonomy disclosure does not include economic activities through joint ventures, over which the Group lacks management control, such as ELPEDISON S.A..
Furthermore, the eligibility screening process considered all six environmental objectives. Throughout this process, it became evident that certain activities which are Taxonomy-aligned for CCM could also fulfil the substantial contribution criteria for the CCA objective. Conversely, due to the nature of the Group’s business model, no activities solely contributing to the CCA objective were identified (without having substantial contribution to the CCM objective). Therefore, while we disclose the KPI figures for climate change adaptation as presented in the “Overall Results of EU Taxonomy Assessment” section, all relevant KPIs for climate change adaptation are reported as zero.
The reason for this is twofold:
The five-step assessment methodology process is presented below:
An evaluation of the eligibility of the Group’s business activities was conducted on the basis of the Taxonomy Regulation, Climate Delegated Act, Complementary Climate Delegated Act, and Environmental Delegated Act, considering the relevant amendments to those Delegated Acts.
With regard to the identification of eligible activities concerning all six environmental objectives of the Taxonomy Regulation, the Group’s business activities were analyzed and assessed by structuring them according to the nature of the activities and their associated NACE codes.
In accordance with the Disclosures Delegated Act, Taxonomy-eligible activities are considered as those described in Climate Delegated Act, Complementary Climate Delegated Act and Environmental Delegated Act, irrespective of whether that economic activity meets any or all of the technical screening criteria laid down in those delegated acts.
Following this definition, the Group has identified a total of seventy two (72) economic activities as eligible across twelve (12) broad-based economic activities defined by EU Taxonomy, specifically the listed activities in Annex I and II to Climate Delegated Act and Annex I and II to Environmental Delegated Act, concerning CCM, CCA, WTR and CE objectives, respectively. The Group has not identified economic activities that are eligible for the other two objectives (i.e., PPC and BIO).
Eligible Activities
These 12 EU Taxonomy-defined economic activities include:
| EU Taxonomy-defined Economic Activity | Description of the Group's Activity | Environmental Objective |
|---|---|---|
| Petrochemicals | ||
| 1) CCM 3.14 Manufacture of organic basic chemicals | Production of propylene | Climate Change Mitigation (CCM) |
| 2) CCM 3.17 Manufacture of plastics in primary form | Production of polypropylene | Climate Change Mitigation (CCM) |
| 3) CE 1.1 Manufacture of plastic packaging goods | Production of Biaxially Oriented Polypropylene (BOPP) films | Circular Economy (CE) |
| Renewable Energy Sources | ||
| 4) CCM/CCA 4.1 Electricity generation using solar photovoltaic technology | Electricity production from solar energy using photovoltaic systems | Climate Change Mitigation (CCM); Climate Change Adaptation (CCA) |
| 5) CCM/CCA 4.3 Electricity generation from wind power | Electricity production from wind energy | Climate Change Mitigation (CCM); Climate Change Adaptation (CCA) |
| Refining, Supply & Trading | ||
| 6) CCM 6.10 Sea and coastal freight water transport, vessels for port operations and auxiliary activities | Marine and ship transport services of bulk liquids or gases by tankers and other sea and coastal freight services | Climate Change Mitigation (CCM) |
| Electromobility Services | ||
| 7) CCM/CCA 7.4 Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) | Electric vehicles charging infrastructure operator | Climate Change Mitigation (CCM); Climate Change Adaptation (CCA) |
| Other Activities | ||
| 8) CCM 7.7 Acquisition and ownership of buildings | Management of owned buildings or properties | Climate Change Mitigation (CCM) |
| 9) CCM 8.1 Data processing, hosting and related activities | Database development services and provision of IT application services | Climate Change Mitigation (CCM) |
| 10) WTR 8.2 Data solutions for GHG emissions reductions | Energy modelling optimization solutions which enable CO2 reduction, based on financial impact | Climate Change Mitigation (CCM) |
| 11) WTR 4.1 Provision of IT/OT data-driven solutions for leakage detection | Software solutions to monitor leakage in water networks | Water (WTR) |
| 12) CE 4.1 Provision of IT/OT data-driven solutions | Resource inventory management solutions to reduce waste and improve resource use efficiency | Circular Economy (CE) |
Non-Eligible Activities
The rest of the Group activities have not been considered eligible as they are not currently considered in the Climate Delegated Act, Complementary Climate Delegated Act, or Environmental Delegated Act. These include activities in Refining, Supply & Trading, Petrochemicals, Fuels Marketing, Power Generation & Natural Gas, Exploration & Production, and other supporting activities (non-revenue generating activities). For greater details on the Group business activities, please to the section “Business Activities” of “Business Review” chapter.
Subsequently, a comprehensive analysis was conducted on each of the 72 eligible activities identified in the preceding phase, in accordance with the corresponding substantial contribution criteria (SCC) for the CCM objective. The assessment against the SCC for the CCA objective is discussed in the “Alignment Screening – Do No Significant Harm (DNSH) Criteria” taking into consideration the overlap between SCC and DNSH for CCA. It is important to note that the SCC for CCA encompasses a higher level of ambition compared to its DNSH counterpart. The DNSH criteria for CCA which are included in Annex I to the Climate Delegated Act, cover a portion of the SCC for CCA, specifically requiring a risk and vulnerability assessment to identify adaptation solutions. However, the SCC for CCA as outlined in Annex II of the Climate Delegated Act, further necessitate the implementation of the identified adaptation solutions.
The Group has not conducted assessments to evaluate the alignment of economic activities that contribute to the objectives of Climate Change Mitigation (CCM) and Sustainable use and protection of water and marine resources (WTR), despite the presence of activities within the Group that are Taxonomyeligible for these objectives. As discussed in the «EU Taxonomy Reporting by HELLENiQ ENERGY Group,» the (amended) Disclosures Delegated Act does not require the disclosure of Taxonomy-aligned figures for the last four environmental objectives, which have their technical screening criteria specified in the Environmental Delegated Act, for the reporting period of 2023. The assessment of compliance with the SCC and DNSH criteria for eligible activities, in order to confirm their alignment with the Taxonomy for all six environmental objectives, will be conducted in the next reporting cycle.
Out of the twelve EU Taxonomy-defined activities, there are 72 eligible activities, of which 55 activities meet the criteria for substantial contribution (SCC) to the objective of climate change mitigation (CCM) across five EU Taxonomy-defined activities. The analysis of the activities’ assessments that meet their respective SCC are available in the 2023 Annual Financial Report.
Summary of Substantial Contribution Criteria Screening
| EU Taxonomy-defined Economic Activity | The Group's Activity | SCC Met? (Y/N) | Rationale |
|---|---|---|---|
| Renewable Energy Sources | |||
| CCM 4.1 Electricity generation using solar photovoltaic technology | Electricity production from solar energy using photovoltaic systems | Yes | The Group's activities generate electricity using solar PV technology. |
| CCM 4.3 Electricity generation from wind power | Electricity production from wind energy | Yes | The Group's activities generate electricity from wind power. |
| Electromobility Services | |||
| CCM 7.4 Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) | Electric vehicles charging infrastructure operation services | Yes | The Group's activities involve installation, maintenance, and repair of charging stations for electric vehicles. |
| Other Activities | |||
| CCM 7.7 Acquisition and ownership of buildings | Management owned buildings or properties | Yes | Two of the Group's owned buildings that have EPC documentations are assigned EPC A+ and B (which is within the top 15% of national building stock). |
| CCM 8.2 Data-driven solutions for GHG emissions reductions | Energy modelling optimization solutions which enable CO2 reduction based on financial impact | Yes | The Group provides and uses ICT solutions aimed at energy optimization modeling which enables GHG emission reduction. |
The Group continuously evaluates and explores investments, adjustments and opportunities for growth towards the expansion of the alignment scope in the future.
HELLENiQ ENERGY takes its responsibility for environmental safeguards very seriously. Therefore, for eligible activities that meet their respective substantial contribution criteria as already, the Group has applied the guidance established in Article 17 of the Taxonomy Regulation and Climate Delegated Act to assess them against the relevant DNSH principles. The analysis of the specific DNSH criteria against the relevant activities’ assessment is available in the 2023 Annual Financial Report.
In accordance with the Taxonomy Regulation, an economic activity will be deemed environmentally sustainable if it is conducted in adherence to the minimum safeguards specified in Article 18 of the Regulation. The minimum safeguards are procedures implemented by an undertaking to ensure the alignment with the OECD Guidelines for Multinational Enterprises (OECD MNEs) and the UN Guiding Principles on Business and Human Rights (UNGPs), including the principles and rights set out in the eight fundamental conventions identified in the Declaration of the International Labour Organisation (ILO) on Fundamental Principles and Rights at Work and the International Bill of Human Rights. The Platform on Sustainable Finance (PSF) released a Final Report on Minimum Safeguards in October 2022 (referred to as ‘PSF Report’ for the remainder of this report) to provide comprehensive guidance on how undertakings can ensure compliance with the minimum safeguards. Unlike the first two criteria for Taxonomyalignment, compliance with minimum safeguards is assessed at the undertaking level as opposed to activity level.
To ensure compliance with the four specific areas, the PSF Report suggests a two-pronged approach consisting of two criteria.
In the following section, we outline the primary analyses employed to assess the adherence to minimum safeguards. Succinctly stated, we verified that the Group’s economic activities are implemented in accordance with the minimum safeguards as explained below.
Human Rights
The Group is highly committed to upholding human rights in accordance with the relevant human rights and labour legislation and standards (national, European, ILO). Within this objective, the Group maintains a process to identify, assess and address actual or potential adverse human rights impacts that the Group may cause or contribute to through its own activities, or which may be directly or indirectly linked to its operations, products, or services by its business relationships. The Group’s human rights due diligence process can be mapped to the six steps of human rights due diligence as suggested by UNGPs and OECD MNEs, as described below.
Analysis of the six (6) stages of human rights due diligence process applied by the Group are available in the 2023 Annual Financial Report.
Corruption
The Group is committed to conducting business in the most ethical manner and has a zero-tolerance policy toward bribery and corruption of any type. As mentioned above, anti-corruption and bribery policies are covered in the Group Code of Conduct. Furthermore, the internal structure and corporate governance of the Group companies provide for adequate safeguards, partnerships of two or more persons, internal approvals and audits to prevent corruption.
All units are screened for corruption-related risks following a standardized internal review, and the process is also in line with the Group’s Code of Conduct. Audits carried out in 2023 at administrative units, refinery facilities and foreign subsidiaries did not reveal any major deviations in the application of the Group’s Policies, Regulations and Procedures. During 2023, no incident of corruption was reported to the Regulatory Compliance Office or to the Management of the Group’s companies.
Taxation
The Group has a tax strategy which applies in all Group entities. For UK operations, the Group’s approach to tax strategy is made available in UK Tax Strategy.
Tax & Customs issues for all Group companies are monitored, audited and coordinated centrally by the Group Tax & Customs Department (GT&CD). GT&CD ensures compliance with tax and customs legislation, as well as compliance, transparency and audit requirements, both in Greece and in all other countries where the Group operates, in accordance with the existing institutional framework and the Group’s practices and policies, in close cooperation with the competent authorities.
Specifically, in Greece, where the Group’s main activities and the parent company are located, tax compliance is verified annually with all companies, obtaining “unqualified” tax certificates issued by the auditors.
Fair Competition
Since 2018, the Group has adopted a Competition Policy and Compliance Manual. This Policy reflects the Group’s ongoing commitment to comply with the provisions of Greek and European competition law, as well as the national laws of the countries in which it operates. Furthermore, the Policy aims to assist the Group’s Management, executives and employees to understand the fundamental rules of Fair Competition and their impact on the Group’s day-to-day operations and the formation of its business practices.
Analysis for the Fair Competition are available in the 2023 Annual Financial Report.
| Minimum Safeguards Areas | HELLENIQ ENERGY Disclosures |
|---|---|
| Human Rights |
2022 Sustainability & Corporate Responsibility Report: Human Rights and Equal Opportunities for Employees & Partners, Stakeholders GRI Sustainability Standards: 2-27, 406-1, 409-1, 407-1, 408-1, 410-1 UNGC Communication of Progress Report: Human rights & Labour |
| Corruption |
2022 Sustainability Report: Business Ethics, Compliance & Transparency GRI Sustainability Standards: 205-3, 205-1, 205-2 UNGC Communication of Progress Report: Anti-corruption |
| Taxation | 2022 Sustainability Report: Business Ethics, Compliance & Transparency GRI Sustainability Standards: 207-1, 207-2, 207-3, 207-4 |
| Fair Competition | 2022 Sustainability Report: Business Ethics, Compliance & Transparency GRI Sustainability Standards: 206-1 |
The Disclosures Delegated Act, specifically outline d in Annex I (KPIs of non-financial undertakings), prescribes three KPIs that must be disclosed in relation to the proportion of the Group’s Taxonomy-eligible and Taxonomy-aligned activities. Namely, these KPIs are Turnover, Operating Expenses (OpEx) and Capital Expenditure (CapEx). The methodology for determining the aforementioned Key Performance Indicators (KPIs) can be accessed in the 2023 Annual Financial Report.
Following the completion of eligibility and alignment screening for all of the Group’s activities, as extensively discussed in the “Process for Analyzing the Group’s Business Activities” section, the following is a summary of the results.
In the current section, the percentages of turnover, CapEx, and OpEx for eligible-aligned, eligible-not aligned and non-eligible activities of the Group, for fiscal year 2023, according to the EU Taxonomy regulation are disclosed. The results are presented below.
Turnover Based
on the turnover indicator, 0.42% of the economic activities are eligible-aligned, 2.22% are eligible-not aligned and 97.37% are non-eligible in 2023. There has been an improvement in the proportion of the eligible-aligned activities compared to 2022, as a result of an increase in the RES operational capacity in 2023. Specifically, the Group’s eligible-aligned turnover primarily derived from electricity generation using PV technology amounting to €27 million and electricity generation from wind power amounting to €26 million. None of the Taxonomy-aligned activities generated revenue for the Group’s own internal consumption.
CapEx
Based on the CapEx indicator, 12.96% of the economic activities are eligible-aligned, 4.80% are eligible-not aligned and 82.24% are non-eligible in 2023. The proportion of the eligible-aligned activities has declined compared to 2022, mainly as a result of the timing of the investments directed in the RES business.
Specifically, the Group reached several agreements within 2023 to develop new RES capacity in Greece and in the international markets. Depending on the contractual agreements, CapEx may be accounted for in the year the assets reach commercial operations. As part of its energy transition, the implementation of the Group’s strategic plan involves expanding into green energy, with a growing share of annual capital expenditures directed towards eligible-aligned activities over the next years. The Group’s eligible-aligned CapEx in 2023 amounted to €38 million and mainly relates to the development of PV parks.
OpEx
Based on the OpEx indicator, 5.73% of the economic activities are eligible-aligned, 15.23% eligible-not aligned and 79.03% non-eligible in 2023. The proportion of eligible-aligned activities has increased in 2023 compared to 2022, mainly as a result of the increase in the RES operational capacity. The Group’s OpEx associated with electricity production from PV parks reached €1.8 million in 2023, while the respective figure associated with electricity production from wind parks amounted to €2.4 million.
The Taxonomy-aligned and Taxonomy-eligible figures for turnover, CapEx and OpEx per objective are depicted below:
For the fiscal year 2023, the Group’s turnover which is aligned with the CCM objective stood at 0.42% of total. In comparison, there were no turnover figures aligned with other objectives such as CCA, WTR, and CE.
With regard to CapEx, the alignment with the CCM objective stood at 12.96%.
In terms of OpEx, the proportion that is aligned with the CCM objective stood at 5.73% of the Group’s OpEx.
More disclosures of the three KPIs are provided below.
Detailed tables with the proportion from products or services associated with Taxonomy-aligned economic activities on the three KPIs are available in the Annual Financial Report 2023.
HELLENiQ ENERGY Group, a responsible social stakeholder, actively and consistently provides substantial support to both the regions neighboring the Group’s facilities and the entirety of Greece as a whole, wherever there exists a genuine necessity. With a primary focus on individuals and a dedicated commitment to the environment and the mitigation of climate change, the Group addresses the core societal requirements by implementing a comprehensive and diverse Corporate Responsibility plan.
Each specific area of interest is meticulously tailored through an inclusive exchange with stakeholders, public opinion surveys, assessments of material impacts, as well as public deliberations and other consultations.
Split of Initiatives by Area of Impact
Support to those affected by the disastrous floods in Thessaly
HELLENiQ ENERGY promptly intervened from the outset to support those impacted by the devastating floods in the broader Thessaly region. Collaborating with the Hellenic Red Cross, it distributed over 40,000 food packages and essential supplies, even utilizing its network of fuel stations, to swiftly address the immediate needs of the local population.
In 2023, alongside the initiatives undertaken as part of the Group’s Corporate Responsibility program, the Board of Directors of HELLENiQ ENERGY also approved the implementation of a dedicated program of measures totaling €10 million for the restoration of economic and social activity in Thessaly.
This program encompasses projects related to general infrastructure to expedite the reconstruction of the affected area, as well as targeted initiatives to support vulnerable social groups.
Improvement of Living Conditions
Committed to supporting vulnerable social groups and promoting social welfare, the Group implements initiatives aimed at enhancing the quality of life for our fellow human beings by addressing their fundamental social needs and providing assistance during emergency situations as they arise.
Furthermore, for the 2nd consecutive year, as part of the “Wave of Warmth” program, the Group extended its donation of heating oil to the largest Public Children’s Hospitals in Attica: “Agia Sofia”, “Panagiotis and Aglaia Kyriakou” and “Penteli Children’s Hospital”. Through this contribution, the Group helps foster a welcoming atmosphere within the pediatric units, where more than 30,000 children are hospitalized each year.
Access to food
Providing support to vulnerable social groups through initiatives and activities that enhance quality of life and foster social cohesion is an integral aspect of HELLENiQ ENERGY’s corporate philosophy. Since 2012, HELLENiQ ENERGY has donated more than 800 tons of food to vulnerable social groups as part of its Social Groceries and Soup Kitchens Support Program in neighboring municipalities. Specifically, in 2023, it donated approximately 100 tons of food and essential goods to support institutions and food establishments in Thriasio Pedio, West Thessaloniki and West Macedonia.
Contribution to Education
The Company has consistently and significantly supported the efforts of the younger generation to acquire knowledge and evolve, recognizing and rewarding excellence in practice. Additionally, HELLENiQ ENERGY devises and implements initiatives that enrich the educational journey.
“Proud of Youth” scholarships and rewards program
In 2023, the Company granted 22 scholarships to exceptional senior students and graduates pursuing postgraduate studies at esteemed Greek and international universities through the “Proud of Youth” program, which operates under the auspices of the Ministry of Education, Religious Affairs, and Sports. This program stands as one of the largest scholarship programs in the private sector, aimed at recognizing and supporting young individuals who excel in their academic performance. From 2013 to 2023, a total of 292 scholarships have been awarded by the company through the “Proud of Youth” program.
In 2023, HELLENiQ ENERGY were once again honored to grant awards for a 15th consecutive year, upon highschool graduates from the neighbouring municipalities of Thriasio Pedio, West Thessaloniki and Kozani, recognizing their excellent performance. In particular, in 2023, the Group offered cash prizes to a total of 360 outstanding high-school graduates, enabling them to commence their university studies. Since 2009, the Group has rewarded a total of 4,614 exceptional graduates from 31 General and 16 Vocational Senior High Schools.
“Earth 2030” Educational Suitcase Program
The Group, in partnership with the Civil Non-Profit Company “Agoni Grammi Gonimi”, implements the “Earth 2030” Educational Suitcase program. This educational initiative is designed for elementary and middle-school students with the aim of enhancing their understanding of the United Nations Sustainable Development Goals. The action’s key objective is to educate and raise awareness among young students and teenagers regarding the 17 UN Goals, while also fostering ambassadors who will effectively communicate these Goals to the wider public. In 2023, the program was attended by 8,219 students from 24 schools and 10 camps across Greece.
Environmental actions to mitigate climate change impacts
The Group’s commitment to mitigating the effects of climate change is a fundamental aspect of its Corporate Responsibility framework. In pursuit of this objective, the Group undertakes various initiatives to cultivate environmental awareness and enhance stakeholder understanding of climate change impacts. The Group consistently adopts state-of-the-art methodologies in managing its operations across all facilities, and actively engages in collaborative research and projects with academic institutions to reduce its environmental impact and conserve energy resources.
Implementation of anti-erosion projects in fire-affected areas
For the third consecutive year, HELLENiQ ENERGY, in cooperation with the competent authorities, undertook the restoration of the forest environment in areas affected by catastrophic fires with the aim of counteracting soil erosion and facilitating its prompt natural regeneration. In 2023, the implementation of erosion-prevention initiatives commenced in West Attica, resulting in the restoration of a total area of 620 hectares across the Municipalities of Aspropyrgos, Elefsina, and Mandra – Eidyllia. The undertaken works exclusively employed environmentally-friendly materials, utilising solely charred trees sourced from the affected zones.
Environmental reforestation project in Penteli
In collaboration with the Ministry of Environment and Energy and the Forest Service of Penteli, HELLENIiQ ENERGY is implementing an environmental initiative aimed at restoring the forest ecosystem in the Municipality of Penteli. Covering a total area of 169.9 acres in the “Karakanta Water Source” region within the Penteli Municipality, North Athens Regional Unit, where HELLENiQ ENERGY has been appointed as the contractor, approximately 12,000 seedlings have been planted. The project commenced in 2023 and encompasses soil treatment, afforestation, maintenance, irrigation and plant care for a duration of 2 years, with the objective of ensuring the successful reestablishment of the forest. As part of this initiative, members of the Group’s subsidiary, EKO, were given the opportunity to contribute to the reforestation program through the “EKO Smile” loyalty program. By converting Smile points into trees, EKO matched the number of trees donated by its members.
Clean-up actions on beaches and green spaces
The Group, with a focus on sustainable development, actively participated in the local communities where it operates. The Group undertook initiatives to inform and raise awareness among students and the educational community regarding the protection of coastlines, coastal ecosystems, and green spaces, as well as the causes and impacts of climate change. In collaboration with the Local Authorities of Thriasio Pedio and West Thessaloniki, as well as the environmental organization “We4All,” it engaged more than 1,500 students from 16 primary schools. The Group organized clean-up activities covering a total area of over thirty kilometers, resulting in the collection of over 880 kilograms of waste. Additionally, 300 saplings, bushes, and herbs were planted in the primary school courtyards.
Contribution to Culture and Sports
The Group actively participates in and endorses significant cultural milestone events with the objective of conserving and disseminating cultural heritage, as well as aiding in the preservation of landmarks that hold acknowledged cultural significance. Additionally, it provides support to sports teams and events that uphold the principles of sportsmanship and fair competition, while also contributing to the enhancement of the nation’s reputation on both a global and domestic scale.
Grand Sponsor of the “2023 Eleusis” European Capital of Culture
The Group, through its subsidiary HELLENIC PETROLEUM D.E.P.P.P., undertook the financing of the study and the implementation of the complete reconstruction and change of use of the “Cine Eleusis”, a landmark building of Elefsina, as a grand sponsor of the “2023 Eleusis” European Capital of Culture. In December 2023, upon the official inauguration of “Cine Eleusis”, the Group transferred to the Municipality of Elefsina a state-of-the-art cultural venue spanning 1,109 square metres and accommodating approximately 800 individuals. This action aligns with the Group’s strategy to improve the infrastructure of its local communities, while simultaneously investing in the development of the cultural and social life within these cities.
Similarly, HELLENiQ ENERGY completely refurbished and relinquished the ADAM Listed House in Elefsina to the Ministry of Culture, subsequent to the finalization of its restoration studies encompassing architectural, structural and electromechanical aspects.
Grand sponsor of the EKO Acropolis Rally and the National Basketball Teams
EKO, a subsidiary of the Group and the largest fuel retailer in Greece, has been providing support to the Acropolis Rally for numerous years, demonstrating its unwavering dedication to standing by the fans of this esteemed rally. In 2023, EKO once again demonstrated its commitment by sponsoring and lending its name to the renowned motorsport event, known as the EKO Acropolis Rally. Furthermore, EKO also served as the grand sponsor of the EKO Athens Superspecial Stage, which took place at “Platea Nerou” and attracted an impressive audience of over 47,000 spectators.
The EKO Acropolis Rally holds significant importance as a motorsport event, as it showcases Greece on both a global and national scale. It has a particularly positive impact on the local communities it traverses. This event has played a pivotal role in highlighting Greece as a secure destination capable of successfully hosting prestigious sporting events with unique requirements. It has welcomed thousands of visitors and provided them with top-notch services.
Moreover, EKO has reaffirmed its steadfast commitment to supporting Greek sports by renewing its collaboration with the Hellenic Basketball Federation. EKO proudly serves as the grand sponsor of the national basketball teams, offering its unwavering support to the Federation’s endeavors to achieve excellence in international sporting events. Additionally, for the second consecutive year, EKO is also backing the Hellenic Basketball Federation’s national development program, known as “Blue and White Stars.” This program aims to encourage children’s participation in sports, promoting not only their physical well-being but also their socialization, team spirit, and mental fortitude. In 2023, the “Blue and White Stars” program saw the participation of 10,000 children from all across Greece.
HELLENiQ ENERGY’s employees actively engage in the voluntary social solidarity actions that occur on an annual basis. In 2023, 257 employees voluntarily participated in the 40th Athens Marathon and the 17th Thessaloniki International Marathon “Alexander the Great”. Thanks to the participation of these employee volunteers who completed the 5, 10, and 42-km routes under the motto “We Participate & We Offer”, HELLENiQ ENERGY donated €10 for every kilometre covered by the runners. This donation aimed to provide support to the 13th Special School of Kordelio and the 3rd Special School of Evosmos, both of which carry out important work.
Furthermore, the employees of the organization demonstrated their social solidarity by actively participating in a voluntary project aimed at transforming the “Ramona” shelter for vulnerable women, which is managed by the organization “Doctors of the World”. The objective of this project was to create a welcoming and secure environment for the women and their children. Through the power of teamwork, cooperation, and empathy, a dedicated group of 35 volunteers carried out renovation work, including painting walls and surfaces, as well as assembling and installing furniture in the children’s creative play area. In doing so, they provided meaningful assistance while embodying the values upheld by the organization.
In observance of World Environment Day, voluntary beach clean-up initiatives were organized in West Attica and West Thessaloniki. These initiatives saw the participation of 147 volunteers and their families, who collectively gathered over 2.4 tons of waste.
As part of the Program that supports social groceries and soup kitchens in local communities, voluntary actions were implemented in Thriasio Pedio and West Thessaloniki during the Christmas holidays and the Easter period. A total of 54 employees participated in the preparation, cooking, and portioning of meals.
In addition, the Christmas initiative received additional support from 320 volunteer employees. These volunteers expressed their well-wishes for the beneficiaries on a specially designed platform.
The wishes were then printed on Christmas cards and included with the care packages.
Simultaneously, the Group consistently arranges voluntary blood contributions to enhance the existing blood repository it has established. The aggregate count of the Group’s engaged volunteer contributors in Greece amounts to 390 individuals. In the year 2023, they actively participated in the collection of 279 blood units across 5 voluntary blood drives. Throughout the year, the demand for 195 blood units was adequately fulfilled. HELLENiQ ENERGY motivates and acknowledges blood contributors by granting them an additional day of absence for each voluntary blood donation.
Similar corporate responsibility actions are undertaken in the countries where the Group operates internationally, such as Bulgaria, the Republic of North Macedonia, Cyprus, Montenegro and Serbia. This demonstrates the Group’s dedication to creating value in every country where it operates.
Indicatively, EKO Cyprus demonstrated its commitment by becoming a Gold Sponsor of the Radiomarathon Foundation, offering support to children with health issues. Specifically, EKO Cyprus facilitated the collection of monetary donations through designated donation boxes and raffle tickets at all its fuel stations, as well as through the EKO Smile application, both in-person and online. Additionally, the charity event “EKO Gala & Concert” was organized within the same framework, with the proceeds from the event being allocated to support the Foundation’s charitable endeavors.
The Company’s operations and obligations are governed by the legislative framework outlined in L. 4548/2018 concerning the reform of sociétés anonymes and L. 4706/2020 regarding corporate governance. The Company’s Articles of Association can be assessed on its official website.
As a publicly listed company on the Athens Exchange, the Company is subject to additional responsibilities pertaining to governance, provision of information to investors and supervisory authorities and the publication of financial statements. The primary laws that define and impose these additional obligations include L. 4706/2020 and decisions and circulars issued by the Hellenic Capital Market Commission under delegated authority (decisions no. 1Α/980/18.9.2020, 1/891/30.9.2020 as amended and in force, 2/905/3.3.2021, circular 60/18.9.2020), L. 3556/2007, L. 4374/2016, the ATHEX Exchange Rulebook, the provisions of article 44 of L. 4449/2017 (Audit Committee), as amended by article 74 of L. 4706/2020 and in force, in conjunction with the caveats, clarifications and recommendations of the Hellenic Capital Market Commission (indicatively, documents no. 1149/17.5.2021, 425/21.02.2022 and 784/20.03.2023), as well as decision no. 5/204/14.11.2000 of the BoD of the Hellenic Capital Market Commission, as in force.
Under the provisions of paragraph 1 of article 4 of Law 4706/2020, the Board of Directors has undertaken an assessment of the implementation and effectiveness of the Company’s Corporate Governance System as of 31 December 2023. As part of this evaluation, the Board of Directors of the Company, among others, has assigned also to ERNST & YOUNG (HELLAS) Certified Auditors – Accountants S.A. to evaluate the sufficiency and effectiveness of the Company’s Corporate Governance System. This assessment was conducted in accordance with the assurance procedures outlined in decision number I΄73/08b/14.02.2024 of the Institute of Certified Public Accountants, following the International Standard on Assurance Engagements (ISAE) 3000 (Revised), titled «Assurance Engagements Other than Audits or Reviews of Historical Financial information». The evaluation did not reveal any material weaknesses in the Company’s Corporate Governance System.
The Company has adopted the Hellenic Corporate Governance Code (June 2021 edition) of the Hellenic Corporate Governance Council (HCGC) (hereinafter referred to as the “Code”). This Code can be found on the HCGC’s website, at the following e-address: https:// www.esed.org.gr/en/code-listed.
Aside from the HCGC’s website, the Code is available on HELLENiQ ENERGY’s website.
Throughout the year 2023, the Company adhered to the provisions outlined in the aforementioned Code, with the deviations stated below in paragraph 2.
The Company actively monitors developments within the existing regulatory framework, along with the best practices in corporate governance, in order to not only meet regulatory requirements, but also establish policies, values, and principles that govern its operations. This commitment ensures transparency and protects the interests of shareholders and all stakeholders involved.
| Hellenic Corporate Governance Code | Explanation/Reasoning for deviating from the special practices of the Hellenic Corporate Governance Code |
|---|---|
| Succession of the BoD Gradual replacement of the members of the Board of Directors (Special Practice 2.3.2). Chair of the Remuneration and Nomination Committee (Special Practice 2.3.9) | The practice followed by the General Meeting of the shareholders is that the term of office of the members of the Board of Directors begins and ends at the same time. This practice has been successfully implemented, without raising an issue of lack of administration. The Chair of the Nomination Committee is also Chair of the Remuneration and Succession Planning Committee. On account of the provision in the Articles of Association regarding the appointment of BoD members by the Greek State, the current BoD which was elected in June 2021 includes four (4) independent non-executive members. Three of these members were elected on the BoD for the first time. The member that was elected as (joint) Chair of the two Committees is the only independent member that was a member of the Remuneration and Succession Planning Committee also during the previous BoD’s term of office, i.e., at the time of his election, he has served as a member of the Committee for a period exceeding one year, as provided in the Code (Special Practice 2.4.7). |
| BoD members’ remuneration Recovery of variable parts of executive BoD members’ remuneration (Special Practice 2.4.14) | The existing remuneration system for executive BoD members does not include provisions for the possibility of refunding part or the whole of the executive BoD members’ variable remuneration, as this would amount to a discrimination at their expense compared to Company executives with the same grade. The Company also deems that such a clause is not necessary, as the relevant remuneration is paid following an individual assessment of each executive member's performance and under no circumstances can they exceed the predetermined maximum limits on their annual ordinary remuneration. |
In relation to the implementation of a structured and appropriate corporate governance system, the Company has incorporated specific practices of good corporate governance, some of which go beyond the requirements of the relevant legislation and pertain to the responsibilities and overall functioning of the Board of Directors (further details on the Board of Directors Committees can be found in section 7):
− The Procedure for handling inside information and properly informing the public, in accordance with the provisions of Regulation (EU)) 596/2014, which includes the appropriate mechanisms and methodologies for the assessment of information so that it may qualify as “inside”, the prohibition of abusing or attempting to abuse inside information or recommending to another person to proceed to an abuse of inside information, as well as the prohibition of unlawful disclosure.
− The Procedure for the compliance of persons discharging managerial responsibilities, in accordance with the provisions of article 19 of Regulation (EU) 596/2014, which includes a clear and detailed recording of the requisite notification actions, aiming at strengthening transparency regarding the transactions of management officers and of the persons closely associated therewith and identifying potential risks (abuse, market manipulation, etc.)
− The Policy and Procedure on related party transactions, which sets out the mechanisms for identifying, supervising and approving the transactions in question. In the context of the procedure relevant documents and information concerning related parties are kept and updated. The information on the above transactions among associate companies are included in the report accompanying the Company’s financial statements, in order to be disclosed to the shareholders. According to the provisions of L. 4548/2018 (article 99- 101), Company transactions of any kind with parties related to it, are permissible only following approval by the BoD or the General Meeting, as per case, unless they fall under the exceptions stated in the law.
− The Policy and Procedure for preventing and managing conflict of interest situations, which provides for designating the way in which conflict of interest may arise, for receiving reports or clarifying doubts in cases of such (actual or potential) conflict and for taking appropriate measures for managing them.
The Group System of Internal Controls and Risk Management in relation to the financial statements’ and financial reports’ preparation process includes controls and audit mechanisms at various levels within the Organization, which are described below:
a) Group level controls
Risk identification, assessment, measurement and management
The prevention and management of risks forms a core part of the Group’s strategy. The scope, size and complexity of the Group’s activities require a composite system of methodical approach and treatment of risks, which is applied by all Group companies.
The identification and assessment of risks is carried out mainly during the strategic planning and the business plan preparation phase. The benefits and opportunities are examined both in the context of the Company’s operations, but also in relation to the several and different stakeholders who may be affected.
The issues examined vary subject to market and industry conditions and include, indicatively, political developments in the markets where the Group operates, or which constitute important sources of raw materials, changes in technology, changes in legislation, macro-economic indicators and the competitive environment.
Planning and monitoring / Budget
The Company’s progress is monitored through a detailed budget per operating sector and specific market. The budget is adjusted at regular intervals to consider the changes in the development of the Group’s financials that depend greatly on external factors, including the international refining environment, crude oil prices and the euro / dollar exchange rate. Management monitors the Group’s financial results through regular reporting, comparisons vs the budget, as well as through Management Team meetings.
Adequacy of the Internal Control System
The Internal Control System (ICS) consists of the policies, procedures and tasks which have been designed and implemented by the Group’s Management for the effective management of risks, the achievement of business objectives, for ensuring the reliability of the financial and managerial information and compliance with Laws and regulations.
The independent Group Internal Audit General Division (GIAGD), through conducting periodic assessments, ensures that the risk identification and management procedures applied by the Management are adequate, that the ICS operates effectively and that information provided to the BoD regarding the ICS, is reliable and of good quality.
The Internal Audit General Division draws up a shortterm (annual), as well as a rolling long-term (three-year) Audit Plan based on ad-hoc risk assessment, as well as on other issues identified by the Audit Committee and the Management also in past audit reports. The Audit Committee is the supervisory body of the Internal Audit General Division.
The Internal Audit General Division submits quarterly reports to the Audit Committee, in order for the systematic monitoring of the Internal Audit System’s adequacy to be feasible. The reports of the Management and the Internal Audit General Division provide an assessment of the significant risks and the effectiveness of the Internal Audit System as regards their management. Through the reports, any possibly identified weaknesses, their actual or potential impact, as well as the Management’s actions to correct them are communicated. The results of the audits and the monitoring of the implementation of the agreed-upon improvement measures are duly considered within the Company’s Risk Management System.
To ensure the independence of the statutory Audit of the Group’s financial statements, the BoD follows a specific policy in order to formulate a recommendation to the General Meeting regarding the election of an External Auditor. Indicatively, this policy provides, inter alia, for the selection of the same audit company for the entire Group, as well as for the auditing of the consolidated financial statements and tax compliance reports. Lastly, a certified auditor is appointed from an internationally recognized firm is elected, while, at the same time, his/her independence is safeguarded.
Regulatory Compliance Service
The Regulatory Compliance Services forms part of the ICS; administratively, it is reporting to the Chief Executive Officer and functionally to the Audit Committee. By its reports to the Audit Committee, it contributes to the ICS’s improvement and adequacy, as its objective is to ensure that appropriate and updated policies and procedures are set up and implemented, in such a way that the Company’s full and constant compliance to the applicable regulatory framework is achieved.
Risk Monitoring and Management Division
Following the conclusion of the corporate transformation, a Risk Monitoring and Management Division is expected to be formed and operate. Administratively, the Division will be supporting the ICS’s operation through determining principles and setting up and implementing appropriate and updated policies and procedures governing their identification, assessment, quantification/measurement, monitoring and management.
Roles and responsibilities of the Board of Directors
The role, powers and relevant responsibilities of the BoD are set out in the Company’s Bylaws (Internal Regulation) that has been approved by the BoD.
Financial fraud prevention and detection
In the context of risk management, the areas that are considered to be of high risk for financial fraud are monitored through appropriate Control Systems and accordingly increased controls are in place. Examples include the existence of detailed organizational charts, operation regulations (procurement, investment, oil products’ market, credit, treasury management), as well as detailed procedures and approval authority levels. In addition to the internal controls applied by each Division, all Company operations are subject to audits by the Group Internal Audit General Division (GIAGD), the results of which are submitted to the BoD.
Bylaws (Internal Regulation)
The Company drafted Bylaws sets out, among others, the powers and responsibilities of the principal job positions, thereby fostering the appropriate separation of powers within the Company. The approved Bylaws have been posted on the Company’s website, in accordance with par. 2 of article 14 of L. 4706/2020.
Furthermore, the companies “HELLENIC FUELS AND LUBRICANTS SINGLE-MEMBER INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME” and “HELLENIC PETROLEUM SINGLE-MEMBER SOCIETE ANONYME REFINING, SUPPLY AND SALES OF OIL PRODUCTS AND PETROCHEMICALS”, as key Company subsidiaries, adopted bylaws on 15.7.2021 and 20.1.2022, respectively.
Group Code of Conduct
In relation to the fundamental duty of good corporate governance, the Company has formulated and implemented a Code of Conduct since 2011, which has received approval from the Company’s Board of Directors. The Code of Conduct encapsulates the principles by which all individuals, whether employees or external parties engaged in the Group’s activities, as well as any collective entities associated with it, should conduct themselves in the performance of their responsibilities. Consequently, the Code serves as a practical handbook for the daily obligations of all employees within the Group, as well as for any external third parties who collaborate with the organization.
The Group Code of Conduct is posted on the Company’s website and its revised version is expected to be applied in 2024, capitalizing on its nearly a decade’s operation results. In 2024 the Policy for the protection of persons who report breaches of Union law (Whistleblowing) is also expected to be applied, according to the provisions of the L. 4990/2022, which ratifies the EU Directive 2019/1937. According to the provisions of L. 4808/2021, which, inter alia, ratify Convention 190 of the International Labor Organization on eliminating violence and harassment in the world of work and proceeds to adopting relevant measures and provisions, the Policy against Violence and Harassment was put into effect at the Group’s companies.
Data Protection Office
In the context of complying with the Personal Data Protection Regulation, the Company has established a Personal Data Protection Office (PDPO), by appointing a Data Protection Officer (DPO) and the appropriate policies and procedures for the protection of the privacy of personal data processed by the Group. DPO is administratively reporting to the Chief Executive Officer and, functionally, to the BoD. By utilizing the experience gained from the 5–year operation of the Personal Data Protection Office, all the policies for the protection of Personal Data are under review.
b) Information systems’ controls
Given that the financial reporting processes are highly dependent on information systems, the Group has undertaken a series of actions aimed at the effective operation of controls, in order to ensure the completeness and accuracy of financial records.
More specifically, the Group has appointed a Chief Information Security Officer who is in charge of managing the Information Security Framework, reflecting Management’s commitment as well as the information security principles that govern the Group. At the same time, the Group IT and Digital Transformation General Division is responsible for the implementation and enforcement of information security safeguards, in cooperation, where required, with external partners.
The Group has selected a multi-layered approach for the protection of its information, having developed a series of strategic interventions, adopting state-ofthe- art technologies and top-tier information systems, through which compliance with all the required regulatory frameworks and directives (e.g. Personal Data Protection Regulation, NIS Directive – Law 4577/2018) is ensured.
Moreover, the Group has developed an adequate monitoring and control framework for its information systems, through the execution of multiple audits, annually, both by internal and external parties. Information systems’ access control mechanisms follow the “Least Privilege” principle, while different levels of strong authentication mechanisms have been defined depending on the criticality of the applications, in order to reduce the risk of accidental or intentional data alteration. At the same time, mechanisms for recording and monitoring log files (audit trails) have been enabled in the Group’s information systems.
Finally, the Group has implemented technical arrangements through which the provision of IT services is ensured in case of unexpected events that could cause loss of system availability.
c) Financial statements and financial reports’ preparation process (financial reporting) controls
As part of the process for preparing the Company’s financial statements, specific controls are in place and operate, which are related to the use of tools and methodologies that are generally accepted, based on international practices. Some of the main areas whereby controls related to the Company’s financial reports and financial statements operate are the following:
Setup – Allocation of Duties
Accounting monitoring and financial statements’ preparation procedures
Assets’ safeguarding procedures
Transactions’ authorization limits
d) Results of the Internal Audit System’s evaluation process in accordance with article 14, par. 3 section j and par. 4 of L. 4706/2020 and the relevant decisions of the of the Capital Market Commission’s Board of Directors
The Company, by decision of its BoD, assigned to Mr. Yannis Pierros, Certified Auditor-Accountant SEE (project leader registered with the Institute of Certified Public Accountants in Greece (SOEL) with Registration Number 3505), partner in the auditing firm Ernst & Young (Greece) Certified Auditors Accountants S.A. the assessment of the adequacy and effectiveness of the Internal Audit System of the Company and its significant subsidiaries, HELLENIC PETROLEUM SINGLE-MEMBER SOCIETE ANONYME REFINING, SUPPLY AND SALES OF OIL PRODUCTS AND PETROCHEMICALS and HELLENIC FUELS AND LUBRICANTS SINGLE MEMBER INDUSTRIAL AND COMMERCIAL S.A., with reference date of 31 December 2022, in accordance with the provisions of section j of par. 3 and par. 4 of article 14 of L. 4706/2020 and decisions 1/891/30.09.2020 & 2/917/17.6.2021 of the Capital Market Commission’s Board of Directors.
The assurance was carried out in accordance with the audit program included in the decision of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB), number 040/2022 and the International Standard on Assurance Engagement 3000 «Assurance Engagements other than Audits or Reviews of Historical Financial Information».
In March, 2023 the report for the evaluation regarding the assessment of the adequacy and effectiveness of the Company’s Internal Audit System and its significant subsidiaries was issued and no material weaknesses of the Company’s Internal Audit System and its significant subsidiaries were reported. The Company submitted the respective report to Hellenic Capital Market Commission as per the provisions of the respective regulation. The Company is implementing improvement proposals related to non-material weaknesses identified.
Publication of the requisite information, in accordance with article 10 par. 1 of Directive 2004/25/EU of the European Parliament and of the Council is included in part L of this Report, per article 4 par. 7 of L. 3556/2007.
The General Meeting of the Company’s shareholders serves as the highest governing body and possesses the authority to make decisions on any matter pertaining to the Company. The operation of the Company’s General Meeting of shareholders, its role and responsibilities, convocation, participation requirements, the ordinary and extraordinary quorum and majority of the participants, the Presiding Board and the Agenda, are all outlined in the Company’s Articles of Association.
All shareholders have the right to participate in the General Meeting, provided that they hold Company shares on the record date; which is the commencement of the fifth (5th) day prior to the General Meeting.
Shareholders’ Information
The Shareholders Services & Corporate Announcements Department is responsible for maintaining and updating the registry of the Company’s shareholders. Its responsibilities encompass providing shareholders with valid, timely, precise, and unbiased information, as well as assisting them in the exercise of their rights.
As a company with listed shares on the stock exchange, the Company is obliged to issue announcements in accordance with Regulation (EU) 596/2014 of the European Parliament and Council on Market Abuse (MAR), Greek Laws 4443/2016 and 3556/2007, and the decisions of the Hellenic Capital Market Commission. The dissemination of this information is conducted in a manner that ensures prompt and equitable access to it by investors. All relevant publications/announcements can be accessed on both the Athens Exchange and the Company’s websites, and are also reported to the Hellenic Capital Market Commission.
The Investor Relations Division is responsible for providing the published editions of the Company (Annual Report, Annual and Half-Yearly BoD Report, Prospectuses) to all stakeholders, ensuring that the investment community is well-informed with accurate and equitable information pertaining to the Company and the Group. Additionally, the Company maintains communication with the relevant authorities (Hellenic Capital Market Commission and Athens Exchange, London Stock Exchange – secondary listing through Global Depositary Receipts – and Luxembourg Stock Exchange in relation to bonds).
Engagement with the stakeholders and management of their interests
Over time, the Company has made efforts to establish a timely and transparent dialogue with its stakeholders, utilizing various communication channels tailored to the needs of each stakeholder group, with the aim of promoting flexibility and facilitating a comprehensive understanding of their respective interests. Specifically, for stakeholders (social partners) associated with both broader and local communities, the Company maintains ongoing collaboration through continuous and substantial dialogue. Further information regarding stakeholders, dialogue, and reciprocal communication/ interaction with the Company can be found at the beginning of this chapter, as well as in the Sustainability Report.
Generally
The Company is governed by the Board of Directors (BoD), a body which is collectively responsible for its long-term success. The Board of Directors exercises its responsibilities in accordance with Greek legislation, international best practices, the Company’s Articles of Association and any decisions reached by the General Meeting of the Company’s shareholders.
The BoD comprises eleven (11) members who are elected in accordance with the provisions of Article 20 of the Company’s Articles of Association. The Greek State has the right to appoint four (4) members to the Board of Directors if it holds directly or indirectly through the HRADF a percentage above 35% of the voting shares of the Company. According to the recent amendment of the Articles of Association, the right is narrowed to the appointment of three (3) members if the Greek State holds a percentage below 35% but above 25% of the voting shares of the Company (Article 20, paragraphs 2a, 4 and 11 of the Company’s Articles of Association). The remaining members of the BoD are elected at the General Meeting, without the participation of the HRADF (or any natural or legal person associated with it), if the right of direct appointment has been exercised. The selection of candidates for the BoD is conducted in both cases in accordance with the criteria as set out in the Company’s suitability policy. The term of office for the Board of Directors is three years while members can be re-elected and their terms are freely revocable.
On 30.06.2021, the Ordinary General Meeting of Shareholders appointed the existing BoD for a threeyear term (which in any case is extended until the date of the Ordinary General Meeting for the year 2024) along with the appointment of the BoD’s non-executive members.
The average age of board members is 63 years. The composition of the Board of Directors (BoD), the attendance of its members at meetings and the number of Company shares held by each member are presented in the following tables. The BoD convened on sixteen (16) occasions in the year 2023. On two (2) occasions, the minutes of the BoD Meetings were prepared and endorsed by all members without a prior BoD meeting, as stipulated in Article 94 of Law 4548/2018.
| Bod Composition | Capacity | Participation In Bod Meetings In 2023 (Total 18) | Start Of Participating In The BoD | Number Of Company Shares |
|---|---|---|---|---|
| Ioannis Papathanassiou | Chair - Non-executive member | 18/18 | 2019 | 0 |
| Andreas Shiamishis | Chief Executive Officer - Executive Member | 18/18 | 2013 | 0 |
| Georgios Alexopoulos | Deputy Chief Executive Officer - Executive Member | 18/18 | 2016 | 5,000 |
| Iordanis Aivazis | Senior Independent Director, Independent Non-executive Member | 18/18 | 2019 | 0 |
| Theodoros-Achilleas Vardas | Non-executive member | 18/18 | 2003 | 5,396 |
| Nikolaos Vrettos | Independent Non-executive member | 18/18 | 2021 | 0 |
| Anastasia (Natasha) Martsekis | Non-executive member | 18/18 | 2021 | 0 |
| Alexandros Metaxas | Non-executive member | 18/18 | 2019 | 0 |
| Lorraine Scaramanga | Independent Non-executive member | 18/18 | 2021 | 0 |
| Panagiotis (Takis) Tridimas | Independent Non-executive member | 18/18 | 2021 | 0 |
| Alkiviades Psarras | Non-executive member | 18/18 | 2019 | 0 |
Pursuant to the provisions outlined in article 18, paragraph 3 of Law 4706/2020, the subsequent table presents the number of shares held by the chief Management Officers of the Company.
| General Managers | Function | Number Of Shares |
|---|---|---|
| Ioannis Apsouris | Group Legal Services General Manager | 50 |
| Georgios Dimogiorgas | Refineries General Manager | 8,000 |
| Aggelos Kokotos | Group Internal Audit General Manager | 1,086 |
| Leonidas Kovaíos | Group IT & Digital Transformation General Manager | 0 |
| Konstantinos Panas | Oil Products Supply & Trading General Manager | 100 |
| Alexandros Tzadimas | Group Human Resources & Administrative Services General Manager | 0 |
| Vasileios Tsaitas | Group CFO | 3,000 |
The Board of Directors (BoD) serves as the Company’s highest governing body and is primarily responsible for formulating the company’s strategy and overseeing and managing its assets. The composition and functions of the BoD members are determined by both the Law and the Company’s Articles of Association. The primary obligation and duty of BoD members is to consistently pursue the enhancement of the Company’s long-term economic value and safeguard the overall interests of the company.
To effectively achieve the company’s objectives and ensure the smooth operation of the Company, the BoD has the authority to delegate certain responsibilities, excluding those that require collective action, to the Executive Committee, the Chief Executive Officer (CEO), or one or more BoD members (both executive and non-executive), as well as to Company employees or third parties for the management, administration, or governance of affairs, or for the representation of the Company. However, it is strictly prohibited for BoD members and any third party to whom BoD authorities have been delegated to pursue personal interests that conflict with those of the Company. Furthermore, BoD members and any third party to whom BoD authorities have been delegated must promptly disclose to the other BoD members any personal interests that may arise as a result of Company transactions falling within their responsibilities, as well as any other conflicts of personal interest with the Company or its associate companies that may arise during the exercise of their duties, in accordance with the relevant policies established by the Company.
Indicatively, the BoD has the following responsibilities:
BoD Strategy Day
In 2023, the Strategy Day of the BoD was established, featuring an annual meeting on strategic issues outside the formal limits of the Board of Directors so that its members have the time needed to discuss major strategic initiatives related to the development of the Company and the Group.
The first Strategy Day was held on 21.02.2023 and focused on updating the Group’s Vision 2025 strategy and identifying key levers for its implementation.
Conflict of interest
The BoD members have, by law, a duty of care and loyalty towards the Company. They act with integrity and to the Company’s interest and safeguard the confidentiality of the non-publicly available information.
The BoD members have to avoid any situation creating a conflict between their personal interests and those of the Company, as well as not to acquire advantages and personal benefits at the expense of the Company, unless they are authorized by the General Meeting of the Company’s shareholders, or the BoD.
The BoD members must contribute their experience and dedicate to their duties the requisite time and attention. They must report to the BoD’s Nomination Committee other professional commitments they have, including substantial non-executive commitments to companies, both prior to assuming their duties, as well as every time that some major change occurs during their term of office.
BoD members’ participations in other companies
Except where participating in companies that are parties related to the Company, per the meaning of Annex A of L. 4308/2014, the Company’s BoD members, are not members of another legal entity’s governing, management or supervisory body, with the following exceptions:
| First & Last Name | Function | Participation In Another Company |
|---|---|---|
| Andreas Shiamishis | Chief Executive Officer | BoD member/ Hellenic Federation of Enterprises (SEV) BoD Chair / SEV SUDEV (VIAN) |
| Iordanis Aivazis | Senior Independent Director, Independent Non-Executive Member | Chair of the Special Liquidations Committee / Bank of Greece |
| Nikolaos Vrettos | Independent Non-Executive Member | BoD member "nanoSaar A.G." |
| Anastasia Martsekis | Non-executive Member | BoD member (Independent non-executive) "Trade Estates REIC" BoD member (Independent non-executive) "Athens Water Supply and Sewerage Company (EYDAP) S.A." |
| Lorraine Scaramanga | Independent Non-Executive Member | BoD member "Eurobank Private Bank Luxembourg" BoD member (Independent non-executive) "Athens International Airport S.A." (since 07.02.2024), General Partner & Manager of the limited partnership "L. Scaramanga & Co LTD" |
| Panagiotis Tridimas | Independent Non-Executive Member | Executive member of the General Council / Hellenic Financial Stability Fund |
Executive and non- executive BoD members
The executive members of the BoD, headed by the Chief Executive Officer, are occupied with the day-today management of affairs falling under their areas of responsibility, as well as with ensuring the smooth running of the Company. They are responsible for implementing the strategy defined by the BoD and for supervising the execution of its decisions. Special BoD decisions determine how the Company is represented and bound.
The criteria and the procedure for evaluating the independence of the BoD members are defined in detail in the Procedure for the Disclosure of Dependency Relationships of Independent Non-Executive Members of the Company’s BoD, where the rules and the procedure are established, on the one hand, for the evaluation of fulfillment of the independence criteria and, on the other hand, for the disclosure of any dependency relationships of the independent members of the BoD and the persons who have close ties with them.
The Nominations Committee reviews the BoD members’ independence, on an annual basis.
The non-executive members of the BoD, including the independent non-executive members, are charged with: (i) monitoring and reviewing the Company’s strategy, its implementation, as well as the achievement of its goals; (ii) the executive members’ effective supervision, including the supervision of their performances. Non-executive Members of the BoD meet at least each year and convene for Extraordinary meetings when considered appropriate without the presence of executive members in order to discuss the performance of the latter. In 2023, the company’s independent non-executive members met twice on 18.05.2023 and on 28.09.2023.
BoD Chair
The BoD Chair, who is a non-executive member, is responsible for convening, chairing and steering the meetings, for the keeping of minutes, the signing of the relevant resolutions and for the BoD’s operation, in general, as this is provided in the Company’s Articles of Association and the law. The Chair’s responsibilities are determined on the basis of the Company’s Articles of Association, the applicable legislation, the assignment of responsibilities based on relevant BoD decisions, and the Code adopted by the Company, as set out in the Company’s Bylaws. The most senior non-executive BoD member deputizes for the Chair, when he is absent or impeded.
Chief Executive Officer
The Chief Executive Officer is the senior governing body and legal representative of the Company and is responsible for all its business segments and all its operations. The Group Internal Audit General Division reports administratively to the Chief Executive Officer.
Independent Director
In May 2023, the BoD appointed one of its independent members as the «Senior Independent Director» with the following responsibilities:
Mr. Iordanis Aivazis, the most senior among the independent non-executive members of the BoD (Mr. I. Aivazis has been a non-executive member of the Board since August 2018 and an independent non-executive member since June 2021), was appointed as the Senior Independent Director.
BoD Committees
The BoD has set up committees for the purpose of achieving the company objectives and the Company’s smooth operation. Each BoD Committee discharges the duties assigned to it by the BoD, acts within its remit and promptly informs the BoD regarding its actions and any developments that came to its attention.
Audit Committee
According to its Operation Regulation in force, may either be a committee of the BoD, exclusively comprised of non-executive members thereof, or an independent committee, comprised of non-executive BoD members and third parties or third parties only. The type of the Committee, the term of office, the number and functions of its members are determined by the Company’s General Meeting of shareholders.
The Audit Committee is comprised of no less than three (3) members, who, in their majority, are independent of the Company, within the meaning of the provisions of article 9 of L. 4706/2020.
On 30 June 2021, the Ordinary General Meeting of the Company’s shareholders, decided, following the election of the members of the Company’s new BoD, that the Audit Committee is a BoD committee, comprised of three non-executive and, in their majority, independent, in the meaning of the provisions of L. 4706/2020, members thereof with a three-year term of office and authorized the BoD to appoint them after ascertaining the fulfillment of the criteria and conditions of article 44 of L. 4449/2017.
The Committee’s members have sufficient knowledge of the sector in which the Company operates. At least (1) Committee member, which is independent in the meaning of the provisions of article 9 of L. 4706/2020, has documented adequate knowledge and experience in auditing or accounting. This member mandatorily attends the Committee’s meetings concerning the approval of financial statements.
Pursuant to the above decision and taking into account the specific committee’s vital role in creating a strong corporate governance model, the BoD appointed Iordanis Aivazis, Lorraine Scaramanga and Panagiotis Tridimas, all independent non-executive members thereof, as members of the Audit Committee, after ascertaining that they meet all the criteria of article 44 of L. 4449/2017 and of article 9 of L. 4706/2020, as, collectively, they have adequate knowledge of the sector in which the Company operates and one of them, Ms. Lorraine Scaramanga, has adequate knowledge and experience in accounting, auditing and finance (non-practicing certified auditor) and that the Audit Committee, by this composition thereof, can fulfill the duties and obligations set out in par. 3 of article 44 of L. 4447/2017.
The Company’s Audit Committee, at its meeting of 1st July 2021, was formed into body, electing Ms. Lorraine Scaramanga as its Chairwoman.
The Audit Committee supports the Company’s BoD in its duties regarding the oversight of:
More information regarding the Committee is available in the Annual Financial Report 2023.
For 2023, the Audit Committee, exercising its responsibilities, met nineteen (19) times, discussing all matters falling within its areas of competence, with its main focus on the following: (a) External Audit and Financial Reporting process, (b) Internal Audit, (c) Assessment of the adequacy of the Internal Audit System, (d) Organizational matters of the Committee and (e) Other matters related to the mandate of the Committee. The main activities addressed included:
Upon unanimous acceptance of the Audit Committee’s recommendation by the Board of Directors, EY’s reelection for conducting the statutory audit in the year 2023 was approved by the Ordinary General Meeting of Shareholders of 15 June 2023.
Remuneration and Succession Planning Committee
The Remuneration and Succession Planning Committee consists of three (3) non-executive members of the Board of Directors, two of whom are independent. The Chair of the Committee is the Senior Independent Director Mr. Iordanis Aivazis. The other members are Mr. Theodoros-Achilleas Vardas, non-executive member and Mr. Nikolaos Vrettos, independent nonexecutive member of the BoD.
During 2023, the Remuneration and Succession Planning Committee held seven (7) meetings, including one (1) joint meeting with Audit Committee, with all committee members attended the meetings. The agenda of the meetings is summarized as follows:
The mission of the Remuneration and Succession Planning Committee is to:
Nomination Committee
The Nomination Committee comprises of three (3) non-executive BoD members, two of which are independent. Mr. Iordanis Aivazis, Senior Independent Director, is the Committee’s Chair and its members are Mr. Theodoros- Achilleas Vardas, non-executive member, and Mr. Panagiotis Tridimas, independent non-executive member.
The mission of the Nomination Committee, is, in acting according to the criteria stated in the Company’s suitability policy, to identify and nominate to the BoD individuals eligible for BoD and its committees’ membership and to opine on the suitability of the candidate appointed members that are nominated by the State. Furthermore, the Committee ensures the smooth succession and continuity of the Company’s BoD and evaluates the suitability, completeness and effectiveness of the existing BoD members.
Its main responsibilities are the following:
The Nomination Committee conducted meetings on 21.02.2023 and 04.04.2023 with the participation of all its members. The tasks of the Committee and the subject matter of these meetings were to monitor the process of the first collective evaluation of the BoD and its Committees, as well as of the individual assessment of its members performed by an external consultant. The evaluation process concluded in early April 2023 and the results were presented on a dedicated meeting to the BoD on 06.04.2023. A concise description of the evaluation process and its findings is included in “Evaluation of the Board of Directors & its Committees / Individual Assessments” section.
The Nominations Committee reviewed the fulfillment of the independence criteria of all independent nonexecutive members of the BoD for the year 2023 during its meeting on 29.01.2024 and informed the BoD in order to establish the fulfillment of the independence criteria of its members in question.
Other BoD Committees
The work of the BoD is also assisted by other committees, set up by a decision thereof. Specifically, the current committees are the following:
Strategy and Risk Management Committee
The Strategy and Risk Management Committee was established in 2021, taking into account the requirements of the Company’s corporate transformation and the emphasis it plays on the management of risks and on changes of a strategic nature, which occur in the financial, economic, environmental, technological, political and social environment and may affect its activities overall, its business action, its financial performance, as well as the implementation of its strategy and the achievement of its goals. More specifically, with the corporate transformation and Vision 2025, the Company enters into new business activities, which require the prompt identification and management of risks and the drawing of a strategy suitable for achieving the ambitious midlong- term business goals, by planning appropriate investments and securing the necessary resources.
The mission of the Strategy and Risk Management Committee is, inter alia, to approve the corporate framework for risk management and the relevant policies and methodologies, to determine the level of risk appetite and the risk tolerance levels, to monitor and approve the management of significant corporate risks, as well as to oversee the implementation of effective risk management measures.
The composition of the Committee consists of: Andreas Shiamishis, Chief Executive Officer, as the Committee’s Chair and its members Georgios Alexopoulos (Deputy CEO, executive BoD member), Theodoros – Achilleas Vardas (non-executive BoD member) and Nikolaos Vrettos (independent non-executive BoD member). It is noted that, the composition of the Strategy and Risk Management Committee of the Company is the same with the corresponding Strategy and Risk Management Committee of «HELLENIC PETROLEUM Single-Member Société Anonyme Refining, Supply and Sales of Oil Products and Petrochemicals» («HELPE R.S.S.O.P.P. S.A.»), being the most significant subsidiary of the Company since the latter’s establishment, for efficiency reasons. The Committee met three times in 2023: on 29.06.2023, 24.10.2023 and 29.10.2023, on the renewal of the all-risk insurance contract and the cyber insurance contract, respectively. At the meeting of 29.11.2023, the Committee was briefed on the transportation insurance contracts of the Group and VARDAX as well as on the progress of the compensation process for damages incurred at the Elefsina refinery during the years 2017-2023.
Sustainability Committee
Having incorporated sustainable development in its strategic vision (Vision 2025), the major issue of transitioning to a low-carbon emissions economy is set at the core of the Company’s future actions and the Company’s vision for health, safety and the environment is “Zero Impact – Zero Damage”, as a condition for sustainable development.
The Committee’s mission is to assist the BoD in strengthening the Company’s long-term commitment to create value in all three pillars of Sustainable Development (economy, environment and society) and to supervise the implementation of responsible and ethical business conduct, on matters regarding the Environment-Society and Governance (ESG).
The Committee is responsible for supervising the definition of the stakeholders and the mode of communicating with such, in respect of understanding their interests, for identifying the Company’s substantial issues, for implementing the sustainability policy and the undertakings included in it, as well as for offering guidelines as to individual aspects / pillars for implementing said policy (such as health and safety, the environment and climate change, the society) and the risks related to them. The Company’s and the Group companies’ commitments refer to the health, safety, environment and sustainability policy, which is included in the Company’s Bylaws.
The composition of the Committee consists of: Andreas Shiamishis, Chief Executive Officer, as the Committee’s Chair and its members: Georgios Alexopoulos (Deputy CEO, executive BoD member), Ioannis Papathanassiou (Chair – non-executive BoD member), Nikolaos Vrettos (independent non-executive BoD member) and Anastasia Martsekis (non-executive BoD member).
The Committee’s composition, including members that are common with those of the Strategy and Risk Management Committee and with the Chief Executive Officer as Chair, shows the importance which the Company attributes to sustainable development, which constitutes a key pillar for implementing Vision 2025, aiming principally at redefining the ESG strategy and the targets in respect of greenhouse gases reduction.
The Committee met twice during 2023, on 14 March and on 28 July. During the first meeting of the year, the main topic for discussion was the Study for the strategy and operation of the Group regarding Sustainable Development and ESG related topics. During the second meeting, the results of the aforementioned study were presented and the proposed changes were approved, which included the creation of a new organizational structure, as well as the introduction of a new governance model for Sustainable Development/ESG related topics, with specific roles and responsibilities for all involved organizational units of the Group.
Executive Committee
The Company has an Executive Committee, the responsibilities and operation of which have been determined by a number of BoD decisions, the most recent of which being decision no. 1337/2/29.11.2018, while its composition is determined by a decision of the Management.
The Executive Committee is both advisory and executive in nature, as well as executive, to the extent that specific executive powers will be assigned to it by the BoD. It processes and shapes strategic issues on all sectors of the Group’s and its subsidiaries’ (domestic and foreign) business activities.
Indicatively (and without limitation), the Executive Committee’s main responsibilities are:
| Chair | HELLENiQ ENERGY HOLDINGS S.A. CEO, Andreas Shiamishis |
| Vice-Chair | HELLENiQ ENERGY Holdings S.A. Deputy CEO and General Manager Strategic Planning & New Activities, Georgios Alexopoulos, who will be acting for the Chair in any case of absence or impediment of his |
| General Manager Of Oil Products Supply & Trading | Konstantinos Panas |
| Refineries General Manager | Georgios Dimoglorgas |
| International Retail Director | Konstantinos Karachalios |
| Group CFO | Vasilios Tsaitas |
| Group Human Resources & Administrative Services General Manager | Alexandros Tzadimas |
| Group Legal Services General Manager | Ioannis Aspouris |
| Group IT & Digital Transformation General Manager | Leonidas Kovaios |
| Head Of Group HSE And Sustainable Development Division | Antonios Mountouris |
BoD & Committees Evaluation / Individual Assessments
The BoD Assessment Policy and the Bylaws (Internal Regulations) that have been adopted by the Company stipulate the requirement for an annual evaluation of the effectiveness of the Board of Directors (as a collective body), its committees and the individual members. This evaluation is carried out by an external consultant every three years.
The initial assessment, supported by KPMG, was completed in April 2023. The evaluation primarily focused on the collective capabilities of the Board of Directors, the Committees, and the individual capabilities of its members.
For further details regarding the evaluation of the Board of Directors and Committees, please refer to the Annual Financial Report 2023.
Suitability Policy
The Suitability Policy for the members of the Company’s BoD establishes the core principles and framework for the selection, renewal of the term of office and replacement of BoD members, as well as the criteria that have been established for this purpose. The Policy is fully aligned with the applicable provisions of the Greek legislation governing the corporate governance of sociétés anonymes and, in particular, the provisions outlined in article 3 of Law 4706/2020, in Circular 60/2020 of the Hellenic Capital Market Commission, as well as the Company’s Articles of Association. Moreover, the Suitability Policy is aligned with the corporate governance code, which is adopted through the Company’s occasional corporate governance statement, in accordance with the provisions of articles 152 of L. 4548/2018 and 17 of Ν. 4706/2020.
The purpose of the Policy is to set out:
The BoD, through the Nomination Committee, is responsible for initiating, guiding and coordinating the process for the election of the suitable candidate BoD members, subject to the shareholders’ rights.
Furthermore, the Nomination Committee receives a written brief by the State (which, according to the Company’s Articles of Association, has a right to directly appoint BoD members on behalf of the shareholder, HRADF S.A.), which includes the ascertainment of the suitability criteria of the members to-be-appointed, in accordance with the Company’s suitability policy, as well as their detailed curricula vitae, and opines on it. The Committee’s positive opinion constitutes an essential precondition for the appointment of BoD members, as per the above.
The Nomination Committee is responsible for identifying candidate BoD members, who, in its view, meet the relevant criteria. The Nomination Committee’s nominations are submitted to the BoD, which introduces the nominated for election as BoD members, according to the Committee’s nominations, to the General Meeting of shareholders, in accordance with article 78 of L. 4548/2018 and the Company’s Articles of Association. The Committee’s positive opinion constitutes an essential precondition for a candidacy to be nominated by the BoD for election by the General Meeting of shareholders.
According to the Company’s Articles of Association, the BoD comprises eleven (11) members, of which four (4), at minimum, are independent non-executive. The number of committees that will be operating in the framework of the BoD, or any need for assigning further special powers and authorities to its members, may be adjusted in accordance with its operational requirements, putting their knowledge, reputation and experience to use, pursuant to the present.
The suitability criteria set by the Suitability Policy are the following:
More information regarding the Policy and its content is available on the Company’s website “Suitability Policy”.
Diversity Policy
The principle of diversity is deemed significant by the Company for the composition of its governance bodies.
Consequently, a diversity policy is implemented with the objective of fostering an appropriate degree of differentiation within the Board of Directors (BoD) and cultivating a team of members from various backgrounds. By carefully selecting BoD members based on a wide range of qualifications and skills, a multitude of perspectives and experiences are ensured to facilitate informed decision-making.
The Policy includes the basic diversity criteria, which are applied by the Company in selecting BoD members and constitute essential priorities (diversity goals) of the Company:
For further details regarding the Policy and its contents, please refer to the “Suitability Policy” section on the Company’s website.
It is important to note that the Company strives to incorporate the aforementioned principles into its Human Resources Management Procedures.
Selected diversity data regarding the year 2023 are presented below:
| Managerial level officers | Other staff | |
|---|---|---|
| Men | 300 | 2,604 |
| Women | 107 | 635 |
| <30 years old | 1 | 130 |
| 30-50 years old | 165 | 1,960 |
| >50 years old | 241 | 1,149 |
| Doctorate (Ph.D) | 28 | 36 |
| Post-graduate degree | 179 | 316 |
| University degree | 174 | 439 |
| Polytechnic degree | 15 | 626 |
| High School graduate or lower education level | 11 | 1,822 |
Remuneration Policy
The Company has established, maintains and applies core principles and rules in determining the remuneration of the BoD members (“Remuneration Policy”), which contribute to the alignment with its business strategy, long-term objectives and sustainability.
The Remuneration Policy aims at determining the remuneration framework in a manner that succeeds in complying with the existing legislative framework and the BoD members’ Remuneration Policy and in strengthening the transparency as regards the determination and payment of the BoD members’ remuneration of any nature, in a way that is easy to understand, clear and comprehensible.
More information regarding the Policy and its content is available on the Company’s Remuneration Policy.
Sustainability Policy
The Company has integrated sustainable development into its strategic planning and has made a commitment through its health, safety, environment and sustainability policy. This policy aims to ensure a safe and accident-free operation that is economically sustainable, respects the environment and society, and aligns with the United Nations’ 17 Sustainable Development Goals (SDGs). At the core of the Company’s planning is the significant issue of transitioning to a low-carbon emissions economy. The Company envisions “Zero Negative Impact – Zero Damage” in terms of health, safety, and the environment as a prerequisite for sustainable development. The Company’s and the Group Companies’ commitments are outlined in the health, safety, environment, and sustainability policy, which is an integral part of the Company’s Bylaws.
The Company publishes an annual Sustainability Report that adheres to recognized sustainability reference standards such as the GRI Standards and the ESG Reporting Guide of the Athens Exchange (Athex). The Company also adopts the principles of the United Nations’ Global Compact with the relevant progress report (Global Compact Communication on Progress – CoP).
The significant non-financial issues related to the Company’s long-term sustainability, as well as the strategies for addressing them, are summarized in the Non-Financial Reporting of the annual Financial Report and further elaborated in the annual Sustainability Report. These issues encompass various aspects, including health, safety, environment, climate change, and society as a whole.
In addition, the Group faces numerous risks in its day-to-day operations, particularly concerning health, safety, and environmental issues that may impact local communities. These risks arise from the use of hazardous and flammable substances and the technical challenges associated with production and distribution facilities, including those for oil and other products. Failure to effectively manage these risks could have severe consequences for the Group’s operations and financial position, potentially resulting in administrative sanctions or an inability to continue its activities. To address these risks, the Group employs various procedures for handling equipment design and operation, as well as monitoring through Key Performance Indicators (KPIs). The Group also actively participates in international organizations to measure and compare key indicators with the European oil and chemical industry, incorporating best practices to enhance its performance in health, safety, and environmental matters.
More information regarding the Policy and its content is available on the Company’s website, under the (Bylaws Internal Regulation).
BoD members’ compensation for their participation in the BoD and the Committees’ meetings in 2023
For the fiscal period 01.01.2023 – 31.12.2023, the compensation paid to the BoD members aligns with the compensation outlined in the current Remuneration Policy.
The most recent approved BoD members’ remuneration report (fiscal year 2022) has been formulated in accordance with article 112 of Law 4548/2018, as well as with the Company’s Remuneration Policy that was approved on 30.09.2021. It was discussed at the Company’s Annual Ordinary General Meeting, held on 15 June 2023, wherein shareholders representing 88.31% of the total share capital were present, while the percentage of votes casted “IN FAVOR” by the attending shareholders amounted to 97.67%.
The remuneration paid to the Company’s BoD members for the fiscal period 1.1.2022-31.12.2022 include both a fixed as well as a variable part, aiming at aligning them to the Company’s business growth and effectiveness.
The 2022 remuneration report is available through the Company’s website, while the respective report for 2023 will be posted following its approval in June 2024.
No stock options were granted during the 2023 fiscal period and no stock award plan is in force.
Chairman, Non-Executive Board Member
He was born in Athens in 1954. He holds a degree in Electrical Engineering from the National Technical University of Athens.
Until 2002, he was Chair and Managing Director of “J.D. Papathanassiou S.A.”, a company engaged in the trading of technological equipment for buildings.
His political career started in 2000 when he was first elected as a Member of the Greek Parliament, with the New Democracy party. He was re-elected in 2004, 2007, 2009 and in May 2012. He served in several posts:
From March 2004 to September 2007, he was Deputy Minister of Development for Commerce and Consumers’ issues, while in 2005 he was also assigned the Research and Technology issues of the Ministry.
From September 2007 to January 2009 he was Deputy Minister of Finance and Economy for Investments and Development.
From January to October 2009 he was Minister of Finance and Economy.
He was Secretary-General of the Athens Chamber of Commerce and Industry (ACCI) for six years (1987-1993) and President of the ACCI for seven years (1993-2000).
In 1993, he was appointed Vice Chair of the BoD of Public Gas Corporation (DEPA) S.A., while in 1991-1992 he was advisor to the Minister of Industry on energy issues.
He chaired the BoD of the Company also during the period 27.02.2014 – 04.05.2015. He speaks English, French and German.
Chief Executive Officer, Executive Board Member
Holds an Economics degree specializing in Econometrics from the University of Essex England and is a Fellow (FCA) member of the Institute of Chartered Accountants in England and Wales (ICAEW).
He began his career in 1989 with KPMG in London, specializing in banking and large multinational Groups before joining the international food and drink group DIAGEO in 1993, to assume senior Greek and European positions in Finance and Business development. During 1998-1999 he also worked for the development of the food sector business (Pillsbury) in Middle East and North Africa. Between 2000 and 2002 he worked as Chief Financial Officer and Chief Restructuring Officer in an ASE listed high-tech company (part of LEVENTIS Group) and in 2003 he joined PETROLA HELLAS as Chief Financial and IT Officer.
After the legal merger and operational integration of PETROLA HELLAS with HELLENIC PETROLEUM, he was appointed as CFO of the new Group in 2005 and became a member of the Group’s Executive Committee. In 2012 he assumed the responsibility for International subsidiaries and he was Deputy CEO during the period 2014-2015 and 2017- 2019 when he became CEO.
Since 2020, Mr. Α. Shiamishis serves as a board member of the Hellenic Federation of Enterprises (SEV) and sits on the board of SEV Council for Sustainable Development (BCSD). He is a founding member of the American Hellenic Chamber of Commerce (AMCHAM) board of Corporate Governance and is also a member in a number of professional bodies including the Economic Chamber of Greece and ICAEW specialized faculties.
Deputy Chief Executive Officer, General Manager Group Strategic Planning and New Business, Executive Board Member
As General Manager of Strategic Planning and New Business for the Group, he is responsible for the strategic planning and management of new business development in natural gas, electricity, renewable energy sources, exploration and production, strategic projects, and participations (DEPA/ELPEDISON/ ASPROFOS) and the Group’s representation in international organizations. He has been a member of the Board of Directors of the European Petroleum Refiners Association as a regular or alternate member since 2012. He joined the Group in 2007.
He held the position of Director of Strategic Planning and Development in an international group of companies (SETE S.A.), based in Geneva, Switzerland, from 1998 to 2006, where he was responsible for overseeing the group’s energy portfolio.
Previously, he worked for a number of technical and executive positions at Stone & Webster, Molten Metal Technology, Merck, Dow Corning, and Dow Chemical in the United States between 1993 and 1997.
He holds an MBA degree (1998) from Harvard Business School and M.Sc. (1993) and B.Sc. (1992) degrees in Chemical Engineering from the Massachusetts Institute of Technology (MIT).
General Manager Group General Counsel
Attorney at Law, qualified to plead before the Supreme Court, holds a Law degree from the Athens University and a Master’s Degree (DEA) from the University of Aixen Provence, France. He was a partner at “Dryllerakis & Associates Law Firm”, handling cases of corporate, commercial and civil law. He is Chairman of the Board of Group’s subsidiaries ELPET BALKANIKI S.A., VARDAX S.A. and HELLENiQ ENERGY Digital Single Member S.A. and serves on the Boards of three other Group subsidiaries.
In January 2020, he was elected Chair of the Legal Issues Group of Fuels Europe (Division of the European Petroleum Refiners Association). He is a member of the Hellenic Corporate Governance Council (HCGC) of the Athens Stock Exchange, member of the working groups on Corporate Governance and Industrial Permitting of the Hellenic Federation of Enterprises (SEV) and Vice Chair of the Corporate Governance Committee of the American – Hellenic Chamber of Commerce. He speaks English, French, Spanish and Italian.
General Manager of the Group’s Refineries, Member of the Board of Directors of HELPE R.S.S.O.P.P. S.A.
A Chemical Engineer (B.Sc.), a graduate of the POLYTECHNIC UNIVERSITY of NEW YORK, USA and a M.Sc. holder from the same university with a specialization in Process Design, Technical- Economic Studies, Thermodynamics and Business Administration. In 1985, he was recruited to the former ELDA S.A. where he assumed various positions of responsibility until 1998. From 1998 to 2007, he was appointed Deputy Director and then Director of Supply of Transportation, Sales and Risk Management to the Oil Supply and Trading General Division of HELLENIC PETROLEUM SA. From 2007 to 2009, he served as Senior Manager of the Elefsina Refinery and until 2015, held the post of Senior Manager of the Group’s Industrial Installations at the Aspropyrgos and Elefsina Refineries as well as Coordinator of the Supply Chain Optimization Project.
From 2015 to January 2019, he took over the Group’s Reorganization and Development Division and in 2019, the position of Senior Manager of the Group’s Refinery, Technical Support, R&D and Refinement Division. Today he holds the position of General Manager of the Group’s Refineries. He has served as Chairman of the Board of Directors of the subsidiary Global S.A. of ELPE and as a member of the BoD of ASPROFOS S.A..
General Manager Group Internal Audit
A Chemical Engineer with a Master’s in Business Administration, initially worked as an engineer before being promoted to Head of Handling & Losses at the Aspropyrgos Refinery and then as Manager of Human Resources. He has worked for five years, respectively, as General Manager of Human Resources & Administrative Services for both the HELPE Group and DEPA. He was Chairman of DIAXON SA and during the last nine years he is General Manager of the Group’s Internal Audit.
General Manager, Group CIO
Leonidas Kovaios is a graduate of Information Technology and Computer Engineering from the University of Patras and holds a MSc in Computer Science from the University of Waterloo, Canada. He is an IT executive with more than 25-year experience in IT & Digital Transformation, as well as in the IT management and has held leadership positions in large organizations. In the course of his career, he held the position of CIO at Vodafone Greece and of Partner at EY as IT Technology Advisory lead. He also held leadership positions at industry-leading IT Services Providers (SingularLogic, Intrasoft), managing large IT teams, as well as, assuming full responsibility for business units providing services to customers in the public and private sector.
Since September of 2019, he is the Group CIO at HELLENiQ ENERGY Group, leading Information Technology Services, Digital Transformation Programs and Cyber Security Functions.
Deputy CEO of HELPE R.S.S.O.P.P., General Manager Supply & Trading
Chemical Engineer, graduate of the National Technical University of Athens (NTUA). In 1989 he joined EKO in the Thessaloniki refinery’s planning department. In 1996, he was appointed Head of Business Planning at the Public Petroleum Corporation (DEP SA), followed in 1998 by his appointment as Director of Business Planning and Development at HELLENIC PETROLEUM and then as the Head of Supply and International Sales in 2007. Since 2010, he has held the position of General Manager of Supply and Trading of Petroleum Products at HELLENiQ ENERGY. Born in 1959, he is married and has a son.
General Manager Group Human Resources & Administrative Services
He holds a degree in Chemical Engineering from the National Technical University of Athens (NTUA) and a Master’s Degree in Business Administration (MBA) from Strathclyde Graduate Business School. He has 20 years of work experience in executive positions in the Human Resources and has gained experience in the areas of labor relations, organizational development, talent development and change management. He has also 7 years of experience in management positions in the commercial sector.During his career, among others, he held the role of Deputy General Manager, Head of People and Organizational Development at Eurobank until 2013 and the position of Regional Human Resources Director at Colgate Palmolive South Europe from 2014 to 2020, where he was in charge of the business units in Greece, Italy, Spain and Portugal.
Since April 2020, he holds the position of General Manager of Human Resources and Administrative Services of the Group.
Group CFO
He is a graduate of Business Administration from the University of Piraeus and holds an MBA from INSEAD. He is a Fellow at the Association of Chartered Certified Accountants, with 20 years of experience in finance and strategy in the energy sector.
He started his career at Shell Hellas, where he held the role of Financial Controller. He worked for HSBC investment banking in London, focusing on M&A advisory for European Oil & Gas and utility companies. He also has professional experience in the development and financing of RES projects. He joined the HELLENiQ ENERGY Group (former HELLENIC PETROLEUM) in 2011 and has been responsible for Investor Relations and international capital markets, participating in strategic initiatives of the Group. Since February 2022, he holds the position of Group CFO.
