Corporate Governance legislation

Article 44 of Law 4449/2017 (New Audit Law) transposes into Greek legislation article 39 of Directive 2014/56/EU amending Directive 2006/43/EC on statutory audits of annual accounts and consolidated accounts (Audit Directive). The legislation includes several provisions designed to strengthen audit committees of public interest entities (PIEs) and to provide more transparency into the activities of the audit committee and the statutory audit. Most of the requirements for audit committees set out in the legislation are already being performed today and represent ‘best practice’. These requirements are now being enshrined into the law.

The Hellenic Corporate Governance Code was drafted at the initiative of the Hellenic Federation of Enterprises (SEV), and was subsequently amended in the context of its first review by the Hellenic Corporate Governance Council (HCG Council) on 28 June 2013. The HCG Council was established in 2012 and is a joint initiative of Hellenic Exchanges (HELEX) and SEV to serve as the body for corporate governance in Greece. Their shared vision, for the sustained competitiveness of Greek corporations and enhanced credibility of the Greek market, led to the recognition of the significance of corporate governance. (For further information please visit http://www.helex.gr/esed).

The OECD Principles of Corporate Governance are an international benchmark for corporate governance worldwide. The Principles have advanced the corporate governance agenda and provided specific guidance for legislative and regulatory initiatives in both OECD and non-OECD countries. The Principles were first endorsed in 1999, were revised in 2004 and reflect common characteristics that are fundamental to good corporate governance.

Methodology for assessing the implementation of the OECD Principles of Corporate Governance

The Law 3016/2002, “On corporate governance, board remuneration and other issues”, as in force, sets the main requirements for the Corporate Governance of listed companies. Indicatively it includes requirements for the participation of non-executive directors and independent non-executive directors on the Boards of Greek listed companies, and the establishment of an internal audit function. 

The Law 3873/2010, as in force refers to the requirement for disclosure of an annual corporate governance statement as a specific section of the annual report.

The Law 3693/2008, as in force refers to the requirement for the establishment of an audit committee.

The Law 2190/1920, as in force includes core governance rules for Societes Anonymes.

The Law 4261/2014, as in force includes additional corporate governance requirements for credit institutions.

The Hellenic Capital Market's Commission Decision 5/204/14.11.2000 as in force, includes, among others obligations of companies listed on the Athens Stock Exchange. (For further information please visit  http://www.hcmc.gr).

The Bank of Greece Governor’s Act 2577/9.03.2006 as in force, includes a framework of operational principles and criteria of the Organization Corporate Governance Framework and Internal Control Systems of credit and financial institutions, and relevant powers of their management bodies. (For further information please visit  http://www.bankofgreece.gr/Pages/el/Supervision/default.aspx).