INDICATOR: 2-15
Conflicts of interest
The parent company has established a policy and a procedure for the prevention and handling of conflicts of interest at Group level. The purpose of the policy is to define how the Group prevents and identifies situations in which conflicts of interest may arise, receives reports of conflicts of interest, clarifies doubts about the existence of an actual or potential conflict of interest and implements appropriate procedures and measures to manage and address them.
The policy and procedure for preventing and dealing with situations is part of the Parent Company’s Bylaws – Internal Regulations.
In addition, the Board of Directors members have a statutory duty of care and a duty of loyalty to the parent company. They must act with integrity and in the best interests of the company and maintain the confidentiality of non-publicly available information.
They must also refrain from obtaining advantages and personal benefits to the detriment of the parent company, unless authorized by the general assembly of the shareholders of the parent company or the Board of Directors.
Board of Directors members must contribute their expertise and devote the necessary time and attention to their duties. They should disclose their other professional commitments, including significant non-executive commitments to companies, to the Nomination Committee of the Board of Directors both before taking up their duties and whenever there is a significant change during their term of office.
The parent Company discloses in the Annual Report the interests of the members of the Board of Directors in other companies.
The existence of a sufficient number of non-executive members in the composition of the Board of Directors contributes to the monitoring and criticism of the decisions of the top executives and greater independence and objectivity in the decision-making.
The parent company has adopted the Corporate Governance Code of the Hellenic Corporate Governance Council (HGCC) for Listed Companies which is located on the website of the GCC, at the following address: https://www.esed.org.gr/code-listed.
The Code of Conduct also includes a specific provision preventing conflicts of interest, with an indicative list of cases constituting such a conflict while there is also a reporting obligation to the Compliance Office for financial transactions conducted by members’ spouses or second-degree relatives.
The revised Code of Conduct is expected to enter into force in 2024, as part of the wider revision of the Group’s corporate governance system so that it complies with the most recent legal developments.