WE STRENGTHEN RESPONSIBILITY
WE ENSURE BUSINESS OPERATION
At Cepal, we believe that a transparent and organized governance model is fundamental to our operation. Good governance incorporates integrity, transparency and accountability into our daily practice – which is why we maintain high standards by acting ethically and responsibly.
GOVERNANCE
Our Approach
Cepal Hellas is a Greek financial institution, legally licensed by the Bank of Greece as a credit manager, in accordance with the provisions of Law 5072/2023 (Decision No. 505/20/28.06.2024 of the Credit and Insurance Committee of the Bank of Greece).
With the implementation and adherence to the principles of corporate governance being our main commitment and priority, at Cepal Hellas we apply a set of internationally recognized practices that are harmonized with Greek legislation, ensuring our responsible and transparent operation in all areas.
Administrative structure and Governance Principles
Our management structure includes control mechanisms that contribute to risk management and the efficient operation of the Company. At the same time, the adoption of the Greek Code of Corporate Governance and the Code of Ethics & Conduct set the standards and specifications for our business practices, enhancing integrity and accountability at every level within our business.
In this context, we focus on the continuous improvement of our internal processes, ensuring the long-term value of Cepal Hellas and the trust of our shareholders. These strategies, as well as our initiatives in the area of corporate social responsibility and sustainability more broadly, reinforce our commitment to responsible governance and create a trustworthy environment for all our investors.
GOVERNANCE
Shareholder and General Meeting
Cepal Hellas is a 100% subsidiary of the Company “Cepal Service and Holding Limited Company”, which is a major shareholder in third-plan companies, which together with Cepal Hellas form the Cepal Group.
As a shareholder of Cepal Hellas, Cepal Services & Holdings is entitled to participate in its General Assembly through its representatives, in accordance with the legal procedure foreseen.
According to the Articles of Association of Cepal Hellas, the General Meeting of its sole Shareholder is the supreme body of the company and is the only one competent to decide on specific matters concerning it and defined either in the legal framework or in Article 15 of its Articles of Association as reserved matters.
The General Assembly is exclusively competent to decide on issues such as the amendment of the Articles of Association, the share capital, the election of the Board of Directors, the distribution of annual profits, corporate transformations, etc.
In addition to the decisions of the General Meeting, the Shareholder actively participates in the management of Cepal Hellas through the operation of two shareholder-level committees, the Remuneration and Strategic Planning Committees, as explained in following section.
GOVERNANCE
Organisational Structure
Cepal's organizational structure was designed to respond to the credit management sector. In this context, we follow best Corporate Governance principles and maintain a high level of expertise, strengthening decision-making responsibility through clearly defined and transparent lines of responsibility and procedures.
GOVERNANCE
INTERNAL CONTROL SYSTEM
The Internal Control System (ICS) is the set of internal control mechanisms and procedures, including risk management, internal control and regulatory compliance, which covers on a continuous basis every activity of the Company and contributes to its safe and effective operation.
The ICS comprises the set of policies, procedures, responsibilities, behaviours and other elements that characterise the Company, which are implemented by the Board of Directors, the Management and the rest of its human resources and are aimed at ensuring the key objectives.
- The consistent implementation of the business strategy with efficient use of available resources
- The identification and management of all risks taken, including operational risk
- Ensuring the completeness and reliability of the data and information required for the accurate and timely determination of the Company’s financial condition and the production of reliable financial statements
- Compliance with applicable laws and regulations, including the Company’s internal Policies and Procedures
- Preventing and avoiding wrongful acts and irregularities that could endanger the reputation and interests of the Company, its shareholders and those dealing with it.
The support, monitoring and assurance Functions of the Internal Control System include the critical functions of the Company, in accordance with the provisions of the AEC 225/30.01.2024, namely:
- The Internal Audit Function,
- The Risk Management Function
- The Compliance and Anti-Money Laundering Function
GOVERNANCE
Corporate Governance Practices -
Codes/Statements/Policies/Procedures
The Company applies the principles of corporate governance, in accordance with the applicable legislation, in order to improve its operation and competitiveness by adopting best practices of corporate governance. With that as a given, Cepal Hellas applies the Greek Corporate Governance Code, which was issued in June 2021 by the Hellenic Corporate Governance Council (HCGC), replacing the one issued by the HCGC in 2013.
Determined to operate in compliance with applicable legislation, Cepal seeks to maintain its reputation based on the integrity, fairness and transparency it follows in its business practices. For this reason, it has established and implements a Code of Conduct & Ethics, the purpose of which is to establish and maintain a professional environment in which integrity, honesty, transparency as well as good professional behaviour are promoted at all hierarchical levels of the Company.
The Code of Conduct & Ethics summarizes in a single document the general principles, rules and values that should govern Corporate Governance, all management and business practices, as well as the professional conduct of all the Company’s employees – being a key tool for the prevention and control of any violations of the applicable standards. Finally, the Code of Conduct & Ethics serves as a guide in the decision-making process, particularly when dilemmas arise regarding principles of business ethics.
In this context, the Company draws up a Corporate Governance Statement every year. To download a statement referring to the year 2023, please visit the following link.
In the context of its activities, Cepal Hellas has established and implements, among others, the following Policies and Procedures:
- Compensation Policy
- Conflict of Interest Policy
- Personal Data Protection Policy
- Anti-Money Laundering and Counter-Terrorism Financing Policy
- Complaints Handling Policy
- Directive on Communication with Debtors
- Code of Conduct in the relations with Borrowers (Law 4224/2013)
- Whistleblowing Policy and Reporting and Incident Management Procedure
- Operational Risk Management Framework
- Anti-Bribery and Anti-Corruption Policy
- Outsourcing Policy
- Information Security Management System (ISMS) Policies and Procedures
- Insider Trading Policy
- Portfolio Management Policies
