Section ECONOMY
TOPIC

Total Transparency Project: From Conflict of Interest Management to a Culture of Integrity and Total Transparency

Nova, recognizing both the high complexity of the modern Telecommunications & Media sector and the importance of Corporate Governance as a key pillar of sustainability, designed and implemented the “Total Transparency Project”: a holistic and innovative system for managing Conflicts of Interest (COI).

Our objective was not simply to comply with a bureaucratic or regulatory requirement, but to meaningfully embed ESG principles into Nova’s day-to-day operations. Through this project, we aim to drive a fundamental cultural transformation, moving from a “formal declaration” approach to a living culture of integrity, total transparency, accountability, and responsible decision-making that strengthens trust in the company and its decision-making processes while supporting employees throughout their entire journey within the organization.

 

At the same time, the project strengthens the G (Governance) pillar through the systematic prevention, identification, and management of conflicts of interest, contributing to a more responsible and transparent corporate governance framework. It also supports the protection of human rights by providing employees with a safe and supportive environment in addressing ethical dilemmas and potential conflicts of interest, recognizing that the dynamics of human relationships in the workplace can create complex situations that may affect both the interests of the company and the well-being of its people.

The project will culminate in 2026 with a bold innovation: the extension of mandatory conflict of interest declarations to 100% of our workforce, regardless of hierarchical level, further embedding a culture of accountability and setting new standards for responsible business conduct in the Greek Telecommunications and Media market.

The Total Transparency Project applies to Nova’s entire workforce, without exceptions. It encompasses employees across all functions and levels of the organization, ensuring that the principles of business ethics, integrity, and transparency are applied consistently throughout the company.

Particular emphasis is placed on employees with decision-making responsibilities (Decision Makers), managerial personnel, employees identified as Risk Profile Employees, and new hires through the onboarding process.

Nova’s commitment to transparency and ethics begins from day one. All new employees are required to complete a Conflict of Interest Declaration as part of the onboarding process, ensuring immediate alignment with the organization’s values and principles.

The program began several years ago and continues to evolve, following a gradual transition from a traditional conflict of interest management model to a holistic framework of total transparency and accountability.

Historically, Nova’s Conflict of Interest Policy covered all members of the Board of Directors as well as employees with decision-making responsibilities. This was subsequently expanded to include mandatory Conflict of Interest Declarations for new hires. Under this framework, annual reviews were conducted for key decision-makers, reaffirming their commitment to impartiality, transparency, and fairness in carrying out their duties.

The Total Transparency Project was born out of the need to evolve a traditional hierarchical model into a more modern and participatory governance model—one that goes beyond meeting compliance requirements for senior executives and new hires and extends to the broader workforce. Built on Nova’s Code of Ethics and Business Conduct and its Conflict of Interest Policy, the program is structured around the following strategic pillars:

  • Prevention & Speak Up: Intensive employee training aimed at the early identification of ethical dilemmas and the prevention of potential conflicts of interest. At the same time, open dialogue and reporting of relevant cases through the company’s official reporting channel are actively encouraged.
  • Onboarding Compliance from Day One: Mandatory submission of a COI Declaration from the first day of employment.
  • Annual Targeted Declaration: An annual cycle of mandatory COI Declarations for Decision Makers and employees in positions of responsibility (Risk Profile Employees).
  • Ad Hoc Digital Readiness: Centralized management of changes through new declarations submitted via the Zingtree platform, available 24/7/365.
  • Accountability: Development of an automated framework for assessing conflict of interest situations and preparing tailored mitigation plans whenever required.

Through its updated Conflict of Interest Policy, Nova has established clear guidelines for identifying, disclosing, and managing situations in which personal interests may conflict with the interests of the company. Employees are encouraged to disclose any relationships or activities that may affect their objectivity, while the company applies appropriate preventive and management measures to ensure integrity, fairness, and transparency in decision-making.

The annual disclosure process for decision-makers also serves as a mechanism for reinforcing a culture of transparency, as senior executives and Decision Makers are the first to disclose potential conflicts of interest, demonstrating accountability, transparency, and trust in practice while setting the tone for the entire organization.

The project’s true innovation emerged when the Compliance Department challenged the long-standing assumption that “only managers can have conflicts of interest.” Through the analysis of ad hoc and onboarding declarations, high-risk cases were identified among non-managerial employees, demonstrating that risk often lies in human relationships and day-to-day operational realities rather than organizational charts.

These findings originated from real cases involving non-managerial employees, where family or professional relationships with customers, business partners, or suppliers created potential conflicts of interest that were addressed proactively through preventive measures and targeted mitigation actions. These cases confirmed that significant risks may arise at any level of the organization—not only in management positions.

In collaboration with the Human Resources Department, the model was redesigned, resulting in the creation of the Total Transparency Project. Employees were mapped based on the risk profile associated with their role and responsibilities, and individuals representing the company in various capacities were incorporated into the mandatory annual declaration process, including employees from Procurement, Sales, HR, Legal, and Advertising.

The category of Risk Profile Employees includes individuals who, due to the nature of their role, manage critical processes, make decisions, or represent the company externally. This approach enabled Nova to proactively extend conflict of interest management to positions that had traditionally fallen outside the scope of the mechanism.

The next step is the full extension of the program to 100% of Nova’s workforce (759 employees). Its implementation across all levels and functions will ensure that transparency is applied without exceptions, embedding a shared culture of integrity throughout the organization. This expansion is supported by the Zingtree platform and complemented by targeted training sessions delivered at least twice per year.

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The program involves the entire Nova workforce and relies on employees’ active participation in strengthening the company’s ethical culture through:

  • Submission of mandatory annual COI Declarations via the Zingtree platform by Decision Makers and Risk Profile Employees.
  • Immediate submission of ad hoc Conflict of Interest Declarations whenever circumstances change, demonstrating transparency and trust toward the company.
  • Submission of Conflict of Interest Declarations by all new hires during onboarding.
  • Participation in awareness campaigns conducted at least twice annually.
  • Progressive implementation of the Total Transparency Project across 100% of the company’s workforce by 2026.

The initiative to extend Conflict of Interest Declarations to 100% of the workforce represents a strong commitment by both the company and its employees to trust, integrity, and business ethics.

The implementation of the Total Transparency Project has generated significant benefits for Nova:

  • Strengthening the Governance pillar through the transition from a formal conflict of interest declaration process to a living culture of integrity, transparency, and mutual trust.
  • Enhancing transparency and integrity through the establishment of a dynamic and comprehensive mechanism that safeguards corporate integrity in decision-making.
  • Proactive risk management through a mechanism capable of identifying and managing risks that may arise at any level of the organization and often remain invisible under traditional governance models.
  • Digital transformation through the development of an automated framework for case assessment and mitigation planning, increasing operational efficiency.
  • Strengthening corporate reputation by embedding a culture of accountability across all levels of the organization, enhancing Nova’s credibility among shareholders, regulators, and investors.
  • Protecting and respecting employees by creating an environment in which people feel protected in the workplace while safeguarding the interests of the organization.

The success of the Total Transparency Project is demonstrated through the following results:

  • 100% onboarding compliance for new hires.
  • 100% participation of Decision Makers in the conflict of interest declaration and management process.
  • 73% participation of Risk Profile Employees, with a target of achieving 100% coverage by the end of 2026.
  • An average assessment and response time of less than one hour for 98% of cases.
  • During the period from 2025 to May 2026, 36 cases involving potential conflicts of interest were reported. All cases were assessed by the Compliance Department, while only seven required further investigation and management.
  • Seven complex conflict of interest cases were successfully identified and managed, four involving non-managerial employees and three involving managerial employees, confirming that significant risks can emerge at any level of the organization.
  • In 78% of all Conflict of Interest Declarations submitted across all participating employee categories, no potential conflict of interest was reported, demonstrating that the mechanism functions as a tool for prevention and transparency rather than merely as a process for managing incidents.
  • The program is being progressively expanded to all 759 employees, with the goal of achieving full implementation (100%) by the end of 2026.
  • Fifteen ad hoc declarations were submitted during the year, demonstrating that employees feel comfortable proactively disclosing changes in their personal or professional circumstances that could affect their impartiality.

Historically, 158 declarations were submitted by decision-makers in 2024. Following the strategic expansion of the mechanism to additional functions and employee groups, 132 disclosures have been submitted by the Management Team and Decision Makers, 80 by new hires (employed from the beginning of 2025 to date), and 350 by Risk Profile Employees.

The success of the Total Transparency Project is demonstrated through the following results:

  • 100% onboarding compliance for new hires.
  • 100% participation of Decision Makers in the conflict of interest declaration and management process.
  • 73% participation of Risk Profile Employees, with a target of achieving 100% coverage by the end of 2026.
  • An average assessment and response time of less than one hour for 98% of cases.
  • During the period from 2025 to May 2026, 36 cases involving potential conflicts of interest were reported. All cases were assessed by the Compliance Department, while only seven required further investigation and management.
  • Seven complex conflict of interest cases were successfully identified and managed, four involving non-managerial employees and three involving managerial employees, confirming that significant risks can emerge at any level of the organization.
  • In 78% of all Conflict of Interest Declarations submitted across all participating employee categories, no potential conflict of interest was reported, demonstrating that the mechanism functions as a tool for prevention and transparency rather than merely as a process for managing incidents.
  • The program is being progressively expanded to all 759 employees, with the goal of achieving full implementation (100%) by the end of 2026.
  • Fifteen ad hoc declarations were submitted during the year, demonstrating that employees feel comfortable proactively disclosing changes in their personal or professional circumstances that could affect their impartiality.

Historically, 158 declarations were submitted by decision-makers in 2024. Following the strategic expansion of the mechanism to additional functions and employee groups, 132 disclosures have been submitted by the Management Team and Decision Makers, 80 by new hires (employed from the beginning of 2025 to date), and 350 by Risk Profile Employees.