OPAP INTEGRATED REPORT 2017
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POLICY
• Oversee the induction, information and support provided to directors. • Lead the annual performance evaluation of the Board and its Committees. • Determine the items of the agenda (including items that may have been recommended by the Vice-Chairman or any other BoD member), schedule meetings in a way that ensures that the majority of BoD Members are present and send Members the necessary material to assist debate and decision-making in due time.
• Supervise company business and financial policy. • Monitor and assume responsibility for the company’s financial results and profitability. • Monitor internal organization and take appropriate measures to promote and utilize human resources and proposes approval of new regulations and organizational charts to the BoD. • Approve employee recruitment, as appropriate. • Define the company’s strategic targets, in cooperation with the BoD and the Executive Management. • Set targets and KPIs and monitor the Management’s performance. • Has the power to delegate the day-to-day management of the company’s business to each of the Executive Committee’s Officers, acting individually, jointly or as sub-committee.
Chairman: According to the company’s Articles of Association and Internal Rules and Regulations, there is a clear division of responsibilities between the Chairman and the CEO, a significant change compared to the past when the position and duties of the Chairman of the BoD and CEO were unified.
CEO/Managing Director: The CEO has been assigned with all powers necessary to act in all circumstances on behalf of the company, within the limits of the corporate purpose, in accordance with the rules set forth by the law and the company’s Articles of Association and subject to the relevant resolutions of the Share-
• Has the power to represent and bind the company against third parties for signing payment orders, bank checks, payment of salaries, insurance contributions and payment of taxes and fees of any nature to the State. • Has the power to represent the company judicially and extraju-
• ISO 14001 Environmental Management System, certified by Bureau Veritas. • OHSAS 18001 Occupational Health & Safety System, certified by Bureau Veritas.
• Constructively challenge and help to develop strategy proposals.
It must be noted that within 2017, we:
• If necessary, submit reports individually or jointly to the Shareholders’ Assembly Meetings, separately from the BoD reports.
• Upgraded our ISO 9001 and ISO 14001 Management Systems to the respective 2015 versions.
• When appointed by the BoD, participate in BoD Committees or any other working group or ad-hoc committees formed and perform the duties assigned to them. • Provide international and operational experience, knowledge and understanding of global financial issues, the sectors in which OPAP operates and their corresponding challenges. • Manage conflicts of interest.
OPERATING BASED ON SYSTEMATIC MANAGEMENT STANDARDS
• Trained new and existing employees on our Management Systems through the Corporate Induction program (see Section 3.3).
Our Board of Directors is supported by a number of Committees, such as: Audit Committee: Consists of three Independent Non-Executive Members and assists the BoD to fulfill its oversight responsibilities for: • The financial reporting process. • The system of internal controls. • The internal audit performance. • The external auditor’s appointment, remuneration and independence. • The process to monitor compliance with laws and regulations and the Code of Conduct. Remuneration and Nomination Committee: Consists of a Non-Executive Member and BoD Vice-Chairman as the Chairman and the two Non-Executive BoD’s (one of them being also BoD Vice-Chairman) as members. The primary objective of the Remuneration and Nomination Committee is to assist the Board of Directors in carrying out its duties in the following
REPORT INFORMATION
We implement an Integrated Man-
• Implemented a certified Occupational Health & Safety Management System according to OHSAS 18001.
OPERATING CROSS FUNCTIONAL COMMITTEES TO ENSURE OBJECTIVITY
WHO WE ARE
• Ensure that BoD complies with its obligations towards shareholders, the company, the supervisory authorities, the law and the company’s Articles of Association.
• ISO 9001 Quality Management System, certified by Lloyd’s Register Quality.
OPERATING RESPONSIBLY
We have clearly defined our Board Members’ responsibilities, as outlined below, to facilitate adhering to good Corporate Governance practices.:
• Has the power to acquire and dispose of businesses and approve unbudgeted capital expenditure projects, subject to a limit per transaction defined by the BoD in each case.
• In general, the CEO oversees the company’s day-to-day operations and supervises how each Unit performs its tasks. Non-Executive Members: Non-Executive BoD Members do not perform executive or managerial duties, but they contribute and help the BoD with their following indicative competences:
agement System (IMS) in accordance to international standards, with each of the three sub-systems taking into consideration the structure and requirements of other systems. Within the context of IMS, we operate the following systems:
STRATEGY
DEFINING PRECISELY OUR BOARD MEMBERS’ RESPONSIBILITIES AND AUTHORITIES
• Encourage dialogue between the company, its shareholders and other stakeholders and facilitate the Board’s understanding of shareholders’ and other stakeholders’ concerns.
The CEO’s competences indicatively include:
dicially and sign every document from or addressed to the company, instruct advisers and instigate legal proceedings on behalf of the company in respect of matters for which no further collective Board authority is required by the law or the Articles of Association.
AT A GLANCE
According to a formal corporate Procedure and the Internal Rules and Regulations, all BoD Members and certain top executive managers have to formally and semiannually inform OPAP’s BoD for their participation in other companies as a Shareholder of over 10% (direct or indirect) and other business and professional activities which may lead to potential conflicts of interest with OPAP S.A. and its subsidiaries.
• Chair and ensure that Board meetings allow open debate and encourage effective contribution from individual Members, with sufficient time allocated to key issues.
holder Assembly and the BoD.
MESSAGES
TRANSPARENCY TO INVESTMENT COMMUNITY
The Chairman’s competences are indicatively outlined below:
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