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Corporate Governance in Greece

Board Structure and Decision-Making Processes

In Greece, corporate governance is governed by specific regulations regarding the Board of Directors (BOD) and decision-making processes.

Board Structure

• The BOD must consist of at least three directors.
• The maximum number of directors is 15.

Decision-Making Processes

• Decisions are adopted either by a board meeting or by written decision without a meeting taking place.

Shareholder Meetings

In Greece, ordinary and extraordinary shareholder meetings have specific requirements regarding quorum and voting procedures.

Ordinary Shareholder Meetings

• Minimum ordinary quorum: 20% of paid-up share capital.
• Increased quorum: 50%.

Extraordinary Shareholder Meetings

• Majority voting requirements:
  • Simple majority for ordinary matters.
  • Two-thirds for extraordinary matters.

Directors and Officers

The roles, responsibilities, and composition of the BOD are governed by specific laws and codes in Greece.

Roles of Board Members

There is no role allocation to directors under the Corporate Law. However, the New Corporate Governance Law provides for distinction between executive and non-executive directors, as well as independent directors.

Board Composition Requirements/Recommendations

• The New Corporate Governance Law requires at least one-third of directors to be independent non-executive directors.
• The HCGC Code recommends a BOD consisting of at least seven directors, with the majority being non-executive.