Company Memorandum & Articles of Association
The current Company Memorandum and Articles of Association was approved by decision of the Annual Ordinary General Assembly of the Company Shareholders dated June 5th, 2019 with a percentage of votes in favor 74,07% of the present shareholders. The quorum percentage in the General Assembly amounted to 78.97%.
Charter of the Company’s Board of Directors
Internal Operating Rules
The Internal Operating Rules describe the way the Company is managed, the responsibilities of the Board members, the structure and the objective of Company divisions, the procedures of recruitment and evaluation of the executives as well as the procedures of compliance of the Company with the regulatory and institutional framework governing the listed companies. It was compiled for the first time in the context of the listing of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. shares on the Athens Stock Exchange pursuant to the Law 3016/2002. It is amended whenever the circumstances dictate so (i.e. changes in the organization chart, the composition of the Board, the Regulatory framework) and it is approved by the Board of the Company. The current version of the Internal Operating Rules was approved by the Board of the Company in July 2021 and is compliant with the Law 4706/2020.
Corporate Governance Code
The Company adopts and implements the Greek Corporate Governance Code (June 2021)
The Company, for the points of deviation from the Code, includes the explanations of non-compliance in the Corporate Governance Statement.
Directors’ Remuneration Policy
The Remuneration Policy of the Board of Directors of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. was prepared in accordance with the provisions of the article 111 of the Law 4548/2018 and was approved for the first time by the Annual Ordinary General Assembly of the Company Shareholders of June 5th, 2019. Since then, it was revised, and the current Policy was approved by the Annual Ordinary General Assembly of June 30rd, 2022. According to article 110 of the Law 4548/2018, its validity period cannot exceed four (4) years from its approval by the General Assembly. Whenever a material change occurs in the circumstances the preparation of the Policy was based on, it is submitted for re-approval to the General Assembly and in any case every four (4) years from its approval. The vote of shareholders on the Remuneration Policy is binding.
Directors’ Suitability Policy
The Suitability Policy of the Board members of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. was compiled in accordance with the provisions of article 3 of the Law 4706/2020 as well as the decision of the Board of Directors of the Hellenic Capital Market Commission 890-1Β- 60 / 18.09.2020. The Policy as well as any material amendment of it, is submitted to the General Assembly for approval. The current Directors’ Suitability Policy was approved by the Annual Ordinary General Assembly of the Company’s shareholders of June 23rd , 2021, which was convened with a quorum of 75.94%, while the percentage of votes in favor amounted to 83.28% of the present shareholders.
Whistleblowing Policy of MOTOR OIL Group
MOTOR OIL (HELLAS) S.A. Group has a Breach Reporting Policy compiled in harmonization with the provisions of the EU Directive 1937/2019 and the international best practices of corporate governance.
Code of Ethics and Corporate Responsibility
This Code of Ethics and Corporate Responsibility of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. and the other companies of the Group incorporates all the principles and values that govern our operation from 1972 to date and together with the rules of corporate governance and the individual policies and best practices that have been adopted and implemented, sets out the framework of our business operation.
Anti-Bribery and Anti-Corruption Policy
The Anti-Bribery and Anti-Corruption Policy aims to protect the reputation of the Group Companies MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. and employees and to avoid potential adverse civil and criminal consequences. The Policy abides by the applicable principles and provisions of the Greek Law, and especially of the Greek penal code, which is consistent with the provisions of United States Foreign Corrupt Practices Act (FCPA) and the United Kingdom Bribery Act (UKBA).
Policy Against Violence and Harassment at Work
The Group of companies MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. adopts this policy Against Violence and Harassment, which is adapted to Articles 9 and 10 of Law 4808/2021 (GG Α΄ 101/19.6.2021), the Decision no. 82063/2021 (GG Β΄ 5059/1.11.2021) of the Minister of Labor and Social Affairs as well as to international best practices.