Generally, corporate governance refers to the host of legal and non-legal principles and practices affecting control of publicly held business corporations. Most broadly, corporate governance affects not only who controls publicly traded corporations and for what purpose, but also the allocation of risks and returns from the firm’s activities among the various participants in the firm, including stockholders and managers, as well as creditors, employees, customers and even communities.
As part of DT and OTE groups, our Corporate Governance system is in line with national and international laws and regulations, following 5 fundamental ethical principles:
- Honest and ethical conduct;
- Disclosure of information;
- Compliance with law;
- Internal reporting;
- Accountability for compliance.
Corporate governance roles and responsibilities
The General Assembly of Shareholders
- The General Assembly of Shareholders is the company’s supreme body and has the right to decide on all matters of the Company, except on the matters falling within the competence of the Board of Directors, according to the law or the Company’s Article of Incorporation;
- It convenes at the call of the Board of Directors in an ordinary session at least once a year and within five months from the end of the fiscal year;
- The General Assembly of Shareholders is also responsible for appointing Members of the Board of Directors according to the criteria set by the Law, taking into account corporate governance and avoidance of conflict of interest policies.
Board of Directors
- The Boards of Directors (BoD) constitute the top administrative bodies of the companies. Their aim is to safeguard the general interests of the companies and ensure their operational efficiency. The BoD is responsible for taking any decisions regarding to administration, management, resource utilization and overall in order functioning to achieve our companies’ corporate objectives;
- The Boards’ responsibilities include, among others, convening General Assemblies of Shareholders, preparing and submitting the Annual Report and financial statements to the Annual General Assembly of Shareholders and setting and approving the corporate strategy, while monitoring its execution;
- On 31 December 2015, The Board of Directors (BoD) for Telekom Romania Communications S.A. was constituted of nine (9) members, eigt (8) of these BoD members are nonexecutive, while one is independent and two (2) are female. The Board of Directors (BoD) for Telekom Romania Mobile Communications S.A. was constituted of seven (7) members, six (6) of these BoD members are non-executive, while one is is female;
- Members of the Board are selected based on their qualifications and expertise, while at the moment there is no separate consideration of gender and other indicators of diversity in the selection criteria;
- Compensation of Board members is linked to the company’s overall performance, including indirectly issues of Corporate Responsibility, however at the moment there is no separate direct linkage of compensation with social and environmental performance;
- Wages and other compensation of BoD members are decided by General Assembly, according to the Constitutive Acts of the Companies and to applicable legislation (Law 31/1990 on trading companies).
(Applicable only in Telekom Romania Communications)
- Monitors & approves the company’s Internal Audit, Compliance, Risk Management & Insurance activities;
- Evaluates whether management is setting the appropriate “control culture” by communicating the importance of internal control and the management of risk and ensuring that all employees have an understanding of their roles and responsibilities;
- Reviews the annual and interim financial statements and determine whether they are complete and consistent with the information known to committee members and reflect appropriate accounting principles;
- Reviews annually the performance of the external auditors and make recommendations to the Board regarding the reappointment;
- Receives the reports on the compliance cases if the financial reporting or audit of financial statements is affected, executive management is involved, the damages are over Euro 500,000 or involves corruption, financial reporting manipulation, violation of competition regulation, compliance infringement or fraud.
Nomination and Remuneration Committee
(applicable only in Telekom Romania Communications)
- Reviews and opines to the Board of Directors on executive remuneration policies concerning CEO and Chief Officers;
- Reviews and opines to the Board of Directors on the achievement of corporate targets, related to the annual performance assessment of CEO and of Chief Officers;
- Reviews and opines to the Board of Directors on the establishment and/or termination of employment/management and the modification of the employment/management contract of the Chief Executive Officer;
- Opines to the Chief Executive Officer on the establishment and/or termination of employment of the Chief Officers, such opinion being also presented to the Board of Directors.
Enterprise Risk Management & Corporate Governance Committee
- Is mainly responsible for defining, implementing, monitoring and improving the Risk Management System Program (RMS) and other issues of corporate governance;
- Supports the Internal Audit and Risk Management Director on Risk Management & Corporate Governance issues and proposes the adoption of measures that will further improve corporate governance;
- Supports the business units on risk analysis and effective communication of RMS to employees.
- Approves the quarterly reports of the Compliance Officer related to the status quo of current and planned compliance organization activities;
- Receives the reports of the plausible compliance cases, based on the complaints received on the whistleblowing channels;
- Approves the findings and the proposed measures recommended by Compliance structure in specific fraud cases and whistleblowing complaints.
- The management team formed of Chief Officers is coordinated by the CEO and its responsibilities include, among others, recommendations towards the BoD of strategies to achieve company’s objectives and development and implementation of programs to increase the Triple Bottom Line performance;
- One of the key roles of the management team is to provide corporate leadership by articulating the transcended goals, communicating high performance standards, set the ethical and professional behaviour example and communicate clearly the values by which the company is being governed.
Find out more information about our Management Team here
The structure of governance bodies (BOD, Committees, Management team)