Annual Report 2016

Corporate Governance

Corporate Governance Statement


Corporate Governance refers to a set of principles on the basis of which the proper organisation, operation, management and control of the company is carried out with the objective of maximising value and safeguarding the legitimate interests of all those related to it.

In Greece, the Corporate Governance framework has been developed mainly through the adaptation of mandatory rules, such as Law 3016/2002. This law imposes the participation of nonexecutive and independent non-executive members on the Boards of Directors of Greek listed companies, the establishment and operation of internal audit units and the adoption of Internal Procedures Manual. Moreover, a significant number of other legislative acts incorporated in the Greek legal framework the EU directives concerning corporate law, thus creating a new set of rules regarding corporate governance, such as Law 3693/2008, requiring the creation of audit committees and incorporating significant disclosure obligations, concerning the ownership as well as the governance of a company, Law 3884/2010, dealing with the rights of shareholders and additional corporate disclosure obligations in the context of preparation of the General Meeting of shareholders and Law 3873/2010, incorporating in the Greek legal framework the Directive 2006/46/ EC of the European Union, concerning the annual and consolidated accounts of companies of a certain legal form. Finally, in Greece, as well as in most countries, the Company Law (codified law 2190/1920, which is modified by numerous guidelines derived from many of the aforementioned EU Directives) includes the basic legal framework of company governance.

back to top

Corporate Governance Code

The Company has voluntarily decided to adopt the Corporate Governance Code for listed companies of the Hellenic Corporate Governance Council (HCGC) (or “Code”). The Code can be located on the Hellenic Corporate Governance Council (HCGC), at the following address: (opens in a new window)

Apart from HCGC’s website, the Code is also available to all the employees through the intranet as well as in hard copy through the Group’s departments of Finance and Human Resources.

back to top

Deviations from the Code of Corporate Governance

The Company, on occasion, deviates or does not apply certain provisions of the Code in their entirety, in respect to the following:

  • Size and composition of the Board
  • Role and attributes of the Chairman of the Board
  • Election of Board members
  • General functioning and evaluation of the BoD
  • System of Internal Control
  • Level and structure of compensation
  • General Meeting of Shareholders
back to top

Corporate Governance Practices In Addition To The Provisions Of The Law

The Company, within the framework of implementing a satisfactory and well-structured system of corporate governance, has applied specific practices of good corporate governance, some of which exceed relevant legal requirements (Codified Law 2190/1920, law 3016/2002 and law 3693/2008).

Specifically, the Company has adopted the following additional corporate governance practices, all of which are related to the size, composition, responsibilities and overall operation of the BoD:

Due to the nature and purpose of the Company, the complexity of matters and the necessary legal support of the Group, which includes a number of operations and subsidiaries in Greece and abroad, the BoD – numbering thirteen members, which is ten more than the minimum required by law – has established committees that comprise of its members, with advisory, supervisory and authorizing responsibilities, aiming to support the BoD.

These committees are briefly stated below:

  • Crude oil and Oil Products Supply Committee
  • Finance & Financial Planning Committee
  • Labour Issues Committee
  • Remuneration and succession planning Committee

In addition to the above committees of the BoD, executive and non-executive committees have been established in the Company, mainly with an advisory role. They comprise of senior executives of the Company and their goal is to support the work of Management. The most important such committees are:

  • Group Executive Committee
  • Group Credit Committee
  • Investment Evaluation Committee
  • Group Human Resources Committee
  • Executive Technical Committee
  • Executive Marketing Business Committee

The BoD has included specific provisions in the Company’s Internal Procedures Manual, banning transactions of shares for the Chairman of the BoD, the CEO and for other members of the BoD, as long as they serve as either Chairman of the BoD or CEO of a related company. The BoD has also implemented a Procedure of Monitoring and Disclosure of Significant Participations and Transactions on the Company’s shares, as well as a procedure of Disclosing and Monitoring Transactions and Financial Activity with the Company’s major clients and suppliers. The company adopted Code of Conduct in accordance with the 1175/24.11.2011 BoD decision.

back to top

General Meeting of Shareholders and Shareholders Rights

The role, responsibilities, participation, the ordinary or extraordinary quorum of participants, the Chairmanship, Agenda and the conduct of procedures of the General Meeting of the Company’s Shareholders are described in its Articles of Association, as updated based on the provisions of Codified Law 2190/1920 (following integration of Law 3884/2010 on minority voting rights). Shareholders are required to prove their shareholder status and the number of shares they own at the exercise of their rights as shareholders. Usual forms of proof are custodian or Central Depository certificates or electronic communication though specialised secured electronic platforms.

back to top

Composition and Operation of the Company’s Board of Directors, Supervisory Bodies and Committees of the Company

Board of Directors (BoD)

The Company is managed by a BoD, comprised of 13 members, with a term of five years, as follows:

Efstathios Tsotsoros
Chairman of the Board,
Executive Board Member

Gregorios Stergioulis
CEO, Executive Board Member

Andreas Shiamishis
Executive Board Member

Ioannis Psychogios
Executive Board Member

George Grigoriou
Non-Executive Board Member

Dimitrios Kontofakas
Non-Executive Board Member

Vassilios Kounelis
Non-Executive Board Member

Panagiotis Opthalmidis
Non-Executive Board Member – Employees’ Representative

Theodoros Pantalakis
Non-Executive Board Member - Minority Shareholders’ Representative

Spyridon Pantelias
Non-Executive Board Member - Minority Shareholders’ Representative

Konstantinos Papagiannopoulos
Non-Executive Board Member – Employees’ Representative

Theodoros-Achilleas Vardas
Non-Executive Board Member

Stratis Zafiris
Non-Executive Board Member

back to top

Role and Responsibilities of the BOD

The BoD is the supreme executive body of the Company and principally formulates its strategy, its development policy and supervises and controls the management of its assets. The composition and characteristics of the members of the BoD are determined by Law and the Company’s Articles of Association. First and foremost among the duties of BoD is to constantly pursue the strengthening of the Company’s long-term economic value and to protect its interests.

To achieve corporate goals and uninterrupted operation of the Company, the BoD may grant some of its authorities, except the ones that demand collective action, as well as the administration or management of the affairs or representation of the Company to the Chairman of the BoD, the CEO or to one or more BoD members (executive and non-executive), to the Heads of Company Departments or to employees. BoD members and any third party that has been granted authorities from the BoD is not permitted to pursue personal interests that conflict the interests of the Company. BoD members and any third party that has been granted authorities from the BoD must disclose in a timely manner to the rest of the BoD any personal interests that might arise as a result of transactions with the Company that fall under their duties as well as any other conflict of interest with the Company or with entities affiliated to it in accordance with Codified Law 2190/1920 art. 42. (e), par. 5.

Indicatively, the BoD decides and approves, the following:

  • The Business Plan of the Company and the Group,
  • The Annual Business Plan and Budget of the Company and the Group,
  • Any necessary change to the above,
  • The issue of bond loans
  • The annual report of transactions between the Company and its related parties, according to Codified Law 2190/1920 art. 42. (e), par. 5,
  • The annual report of the Company and the Group,
  • The establishment of / participation in companies or joint ventures, company acquisitions, installation or termination of facilities – in all cases of such transactions with minimum value of €1 million,
  • The agreements of participation in consortia for the exploration and production of hydrocarbons,
  • The final termination of plant operations,
  • The regulations that govern the operation of the Company and any amendments to them,
  • The basic organizational structure of the Company and any amendments to it,
  • The appointment / dismissal of General Managers
  • The Collective Labour Agreement,
  • The Internal Procedures Manual,
  • The determination of the Company’s remuneration policy of the Management Team,
  • The hiring processes for executives and the assessment of their performance,
  • Any other matter stipulated by the existing Company regulations.
back to top

Εxecutive and Non-Executive Members of the BOD

The BoD determines the responsibilities and status of its members as executive or non-executive. At any time, the number of non-executive members of the BoD cannot be less than one-third of the total number of its members.

back to top

Chairman of the BoD

The Executive Chairman, apart from the responsibility to preside over and administer the meetings of the BoD and sign the respective decisions, and performs all acts that fall under his responsibilities according to the Company’s Articles of Association has the responsibility of the:

  • The Domestic and International marketing (imports other than crude oil, exports, wholesale and retail marketing)
  • The Strategic Planning and Development as to the tasks of the strategic planning, the annual and five-year business plan, the renewable energy sources and new technologies, the monitoring and control of company’s returns, financial indicators and participations’ yields
  • The financial services other than Investor Relations
  • The Group Legal Services
  • The Group Corporate Affairs
  • The Group Information Technology and Systems

The General Manager of Group’s Internal Audit reports to the Executive Chairman.

back to top

Chief Executive Officer

The Chief Executive Officer (CEO) is the legal representative of the company and has the responsibility of:

  • The Strategic Planning and Development as to matters relating to the activities of the strategic planning and the business plan implementation, participation in DEPA/DESFA and ΕLPEDISON, as well as to new business partnerships and in relations with international organizations
  • The Financial Services as to Investor Relations
  • The Group Human Resources and Administrative Services
  • Health, Safety, Environment and Sustainable Development
  • The refining and supply activity of the Group
  • Group Procurement
  • Exploration & Production of Hydrocarbons

The Chairman of the BoD and the CEO of Asprofos SA report directly to the CEO.

back to top

Audit Committee Law 3693/2008

The Company has established an Audit Committee, appointed by the General Meeting of Shareholders and is made up of three (3) non-executive members of the BoD. The Audit Committee has the following responsibilities:

  • To oversee the process of the external audit of financial statements
  • To monitor issues concerning the existence and maintenance of the external auditors independence, especially in relation to the provision of non-audit services.
back to top

Remuneration and Succession Planning Committee

The Company has established a Remuneration and Succession Planning Committee that is comprised of two (2) non-executive members and one (1) executive member of the BoD, with the following responsibilities:

  • To propose the principles of the Company’s remuneration and benefits policy for executives – relevant decisions by the CEO are based on these principles
  • To propose the remuneration and benefits policy for senior executives – relevant decisions of the CEO follow this policy
  • To propose to the CEO the overall compensation (fixed and variable – including stock options) for the executive members of the BoD and senior executives of the Company
  • To propose to the General Meeting of Shareholders, through the BoD, the total compensation of the Chairman of the BoD and the CEO
  • To plan for adequate and suitable succession of General Managers and executives, when needed, and submit relevant proposals to the BoD.
back to top


Organisational Structure

Organisational Structure


E. Tsotsoros, Chairman of BoD, Executive Board Member


He is an Electrical-Mechanical Engineer from NTUA, graduate Economist of the Department of Economics at the University of Athens. Since 1975 he is a professor at the Panteion University with specialty in Economic Development and Social Transformation. He served as a member of the Council and the Senate of the University and he was Director of the Postgraduate program, as well as of the Economic and Social Research Centre of the Department of Sociology.

He has particularly important and extensive experience in senior management positions in public and private sectors as well as in local government. He has been Director of PPC, Board Member and CEO of Business Reconstruction Organization, Vice President and General Manager of Athens Regulatory Plan and Environmental Protection Organization, Board Member and CEO of various companies in the private sector and Founder, Chairman and CEO of the Broadcasting Group Alpha. He was also Advisor to the Minister of Energy, to Athens Mayor, to the President of the Greek Technical Chamber and he has also occupied the post of the Chairman of the National Committee of Programme Agreements and Development Contracts.

He has participated in research projects and in the preparation of techno-economic studies, in significant investment projects as well as in national and regional development programs. His scientific research has been published by the Educational Institutions of the National Bank of Greece, by Commerce and Piraeus Banks, by the National Research Foundation as well as by Papazisis Publishers.

G. Stergioulis, Chief Executive Officer, Executive Board Member


He is Chemical Engineer and Holds an MSc in Advanced Integrated Design by the Houldsworth School of Applied Sciences of the University of Leeds in the UK, out of which is graduated with distinction. He has significant professional experience in the oil industry and has works in companies in Greece and abroad.

Since 1984 he works at the Hellenic Petroleum Group in several managerial positions in different fields. He participated in the upgrading team of the Aspropyrgos refinery during 1984-1987, hold a number of positions in consulting and operating activities, specializing in control systems and production optimization, while during 2008-2014 he became coordinator of the Elefsina refinery upgrading project.

He has published technical publications in matters of Automation, Production Computing Systems and Production Optimisation and Advanced Control Systems. He is the author of the book “The Oil Market in South East Europe” which was published by the South East Europe Energy Institute and the General Trade Union of Greece. He has participated in many conferences as a speaker.

In May 2015 he was appointed CEO of HELLENIC PETROLEUM SA.

Α. Shiamishis, Chief Financial Officer, Executive Board Member


Holds an Economics degree specialising in Econometrics at University of Essex England and is a Fellow (FCA) member of the Institute of Chartered Accountants in England and Wales.

He began his career in 1989 in the Banking and Financial Services practice of KPMG in London. From 1993 to 1998 he worked initially as executive and subsequently as the Finance and Customer Services Director in ΜΕΤΑΧΑ, member of the Diageo International Group of food and beverages.

In 1998 it took over as the Regional Finance and Business Development Director, with the responsibility for the areas of the Middle East and North Africa, of Pillsbury (group Diageo). The period from 2000 to 2002 he worked as Chief Financial Officer in a listed company of LEVENTIS Group interests, while in 2003 he was hired as Chief Financial and IT Officer at Petrola Hellas.

After the merger of Petrola Hellas with HELLENIC PETROLEUM, in 2004 he took over as Chief Financial Officer of the Group and member of the Group’s Executive Committee. He is a member of the Hellenic Chamber and of the Corporate Finance Faculty of the ICAEW.

Ι. Psychogios, General Manager Group Supply, Refining & Sales, Executive Board Member


A Chemical Engineer, graduated from the National Technical University of Athens, with a Master degree in Business Administration.

He started his career in 1985 as Operations Engineer at the Aspropyrgos’ Refinery. After several senior job positions, in 2003 he became Aspropyrgos’ Refinery Manager. He was appointed as CEO of OKTA Refinery in Skopje in 2005 and as CEO of the Group’s marketing subsidiaries EKO and HELLENIC FUELS in 2008.

G. Alexopoulos, General Manager Group Strategic Planning & Joint Ventures


He holds an MBA from the Harvard Business School as well as an M. Sc. and B.Sc. in Chemical Engineering from the Massachusetts Institute of Technology (ΜΙΤ).

He is a member of the Group’s Executive Committee, responsible for strategic planning, new business development, the Group’s representation in international organizations (he is a Board member of the European Petroleum Industry Association) as well as the management of the Group’s strategic projects and participations.

He held various technical and managerial executive positions in companies abroad, in USA and Switzerland.

I. Apsouris, General Manager Group Legal Services


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 Aix-en- 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 ELPET BALKANIKI S.A. and VARDAX S.A, Group’s subsidiaries, he serves on the Boards of three other Group subsidiaries and is a member of the Supervisory Board of DESFA S.A.

Y. Grigoriou, General Manager Oil & Gas Exploration & Production


He is a mining engineer (NTUA) and Geophysicist (MSc Applied Geophysics, University of Leeds, UK), with 35 years of experience in oil industry. He began his carrier as geophysicist at DEP S.A. and gradually specialized in upstream exploration, undertaking various managerial positions.

Since 1998 he has been working in HELLENIC PETROLEUM, initially at Group strategic planning and development of new activities sector and then, from 2005 until today, in the field of E&P, passing from all levels of management. He served as advisor to EU Commission for six years on energy strategy and evaluation of research proposals, as well as a Board member of the Group’s marketing subsidiaries in Cyprus, Albania and Montenegro and of the HELPE Upstream and HELPE Patraikos subsidiaries.

R. Karahannas, General Manager Domestic & International Retail


An economist specialized in Finance and Accounting. A Fulbright scholar, he studied in the United States and holds a post graduate degree in Business Administration (MBA) from Lehigh University, Pennsylvania. He is a member of ΦΒΚ (Phi Beta Kappa), ΒΓΣ (Beta Gamma Sigma) and ΒΑΨ (Beta Alpha Psi) honorary societies. A Certified Public Accountant (CPA), he is a member of the AICPA (American Institute of Certified Public Accountants) with extensive experience in management positions in several sectors of the economy such as financial information, maritime and energy.

His professional career begins in 1992 working in Cyprus as an auditor for Coopers & Lybrand (now PricewaterhouseCoopers). In 1995 he moves to Greece as an Area Finance Manager for Dow Jones Telerate, where he also held the position of the President of the Board of Directors. In 2001 and for the next 5 years, he works in the marine sector for Royal Olympic Cruises and Capital Maritime & Trading.

Since 2006 he works for the HELLENIC PETROLEUM Group, originally as the Group Controller, later as the Finance General Director of EKO ABEE, and the Retail Finance Manager. Today he is the General Manager of Domestic and International Retail for the HELLENIC PETROLEUM Group and Vice Chairman at the Hellenic Petroleum Marketing Companies Association (SEEPE). He participates actively on several BoD’s of HELLENIC PETROLEUM companies in Greece and abroad as well as on a number of group committees regarding investments, credit assessment and remuneration.

A. Kokotos, General Manager Group Internal Audit


A chemical engineer, graduated from the Timisoara Polytechnic, Romania, with a Masters degree in Business Administration. He initially worked as an Engineer in Handling and Losses Dept. at the Aspropyrgos Refinery.

He served for five years respectively, as General Manager of Group Human Resources & Administrative Services of the HELLENIC PETROLEUM Group and DEPA, as well as Chairman of DIAXON SA.

C. Panas, General Manager Supply & Trading


A chemical engineer from the National Technical University of Athens. He originally worked at the Thessaloniki refinery and DEP SA. Later, he assumed managerial positions at the fields of Corporate Planning and Supply & International Trading.

P. Petroulias, Managing Director EKO S.A.


He holds a Finance degree (BSc) from the University of Piraeus. He served as CEO of the Data Concept Group of companies. For more than 11 years, he was Financial and Administrative Director of the Bitros Holdings Group, listed on the ASE. From 1985 until 1998 he was Financial Executive Member of EKO S.A. and HELPE S.A. He was advisor to many large private companies for mergers, acquisitions, valuations and divisions. Since November 2015, he has been Managing Director of EKO S.A., a marketing subsidiary of HELLENIC PETROLEUM Group.

St. Psyllaki, General Manager Group Human Resources & Administrative Services


She holds a Bachelor Degree from the Faculty of Political Science and Public Administration/School of Economics and Political Science of the National & Kapodistrian University of Athens, as well as an MBA.

She started her professional career at the Aspropyrgos Hellenic Refinery in 1985 and continued in the HELLENIC PETROLEUM Group until today. During this period, she gained experience in executive positions of responsibility in all fields of Human Resources of the HELLENIC PETROLEUM Group, in Greece and abroad. After passing all levels of the hierarchy,in October 2015 she was appointed General Manager of Group Human Resources and Administrative Services. She has significant experience and expertise in Human Resources Management, on issues of policies and systems, labour relations, organizational development and education, performance evaluation, etc. She is a member of the Hellenic Economic Chamber.