Indemnification and Insurance of Management Body Members

3.7: Indemnifying and Insuring Management Body Members

The Articles of Association (AoA) of a Greek company may include provisions for indemnifying or insuring directors, officers, or employees against liabilities arising from the performance of their duties. However, any such provision must be approved by a General Meeting (GM) resolution.

Requirements for Indemnification Provisions

• Any indemnification provision must specify that it does not apply to liabilities related to taxes, fines, or similar payments.
• The provision cannot provide indemnification for acts or omissions constituting a criminal offense under Greek laws.

3.8: Related Party Transactions Involving Management Body Members

Related-party transactions between a company and a related party (including Board of Directors members, officers, or employees) are subject to specific approval procedures under the Company Law.

Approval Procedures for Related Party Transactions

• High-value transactions: Any transaction exceeding 10% of the company’s average annual net profits for the last three financial years or €150,000 (whichever is higher) requires prior GM approval in writing and in a specific form.
• Low-value transactions: Transactions with related parties that do not exceed the specified threshold must be disclosed in the company’s annual report. They may also be subject to audit.

By following these requirements, companies can ensure compliance with Greek laws and regulations regarding indemnification and insurance of management body members, as well as related party transactions.