CORPORATE GOVERNANCE

 

Building on a transparent and responsible culture

 

Good governance is essential to how well we serve our customers and safeguard the interests of all our stakeholders, while maximizing value to our shareholders. The policies set forth in our Code of Corporate Governance, our Internal Regulation Charter and our Code of Conduct reflect our commitment to ethical decision making and ensure our long-term sustainability. They are designed to keep INTRALOT accountable and are embedded in the way our company is managed and controlled, underscoring the transparency, integrity and responsibility of our corporate culture.

 

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Code of Corporate Governance

 

The Code of Corporate Governance documents the corporate governance practices adopted by INTRALOT SA (hereinafter “the Company”) both on its own initiative and in compliance with current legislation (Law 2190/1920, Law 2778/1999, Law 3016/2002, Law 3693/2008, Law 3884/2010, etc.). The Company’s Code of Corporate Governance took into account the Principles of OECD Corporate Governance as published in 2004, the Greek Code of Corporate Governance for listed companies published by the Hellenic Federation of Enterprises (“SEV”) in January 2011, and the generally accepted corporate governance principles and practices within the European Union. The Code’s main goals are:

 

1. To stipulate the best corporate governance practices a modern company should adhere to and offer guidance to the members of the Board of Directors to this end.

 

2. To improve corporate communications with both private and institutional shareholders.

 

3. To assure transparency in the Company’s operations and management procedures.

 

4. The ensure the Company’s compliance with the stipulations of Law 3873/2010, which incorporated the 2006/46/EC European Parliament Directive in the Greek legal framework.

 

The code will be the reference framework the Company’s corporate governance report will be based on, which, according to Law 3873/2010, constitutes a separate section of the annual management report of the Board of Directors and, more specifically, the corporate governance report should include a reference to this corporate governance code adopted by the Company.
 

 

 

Internal Regulation Charter

 

The Company’s Internal Regulation Charter regulates the structure of INTRALOT Divisions, their responsibilities and relationship with each other and with INTRALOT’s management. Its primary objective is to ensure compliance with the provisions of applicable legislation (such as Law 3016/2002 on corporate governance, Law 2190/1920 on public limited companies and Law 3340/2005 on capital market protection). The Charter defines the responsibilities, duties and obligations of all individuals and legal entities involved under the provisions of the Company’s Articles of Association and of applicable legislation, and is binding for anyone who provides services to the Company, regardless of their nature or legal relationship, including:

 

·                 The Board of Directors

·                 The Group Chief Executive Officer, the Deputy Group Chief Executive Officer and all Division Directors, Department Managers and Supervisors

·                 All employees, regardless of type of employment relationship

·                  All partners who provide services through independent services contracts

 

 

Code of Conduct

 

The Code of Conduct defines how Company managers and employees should behave, respect all laws and regulations and foster relationships of trust with our stakeholders, business partners and other third parties. It constitutes a statement of our values, principles and standards, and provides conduct and compliance guidelines on the following issues:

 

·                 International Business

·                 Information Security

·                 Social Media

·                 Confidential Information

·                 Protection and Use of Company Assets and Resources

·                 Competition and Fair Dealing

·                 Conflict of Interest

·                 Corporate Opportunities – Inventions

·                 Giving or Accepting Business Courtesies

·                 Integrity/Probity

·                 Corporate Travel

·                 Information and Technology Resources

·                 Relationships with Suppliers

·                 Relationships with Clients

·                 Relationships with Competitors

·                 Environment

·                 Health and Safety

·                 Equal Employment Opportunity and Harassment

·                 Alcohol and Drugs

·                 Violence Prevention

·                 Reporting a Breach of the Code of Conduct