The main corporate forms used in Greece are the Société Anonyme (AE), the Private Company (IKE) and the Limited Liability Company (EPE). Foreign investors also frequently opt for a Greek branch, depending on tax and structuring considerations. All three offer limited liability.

The AE is the default vehicle for scale. It is the only form that can be listed on a regulated market and the only one that can issue bond loans or multiple classes of shares. It requires a minimum share capital of €25,000 and is run by a board of directors (or, in limited cases, a sole director). The legal framework is more detailed and governance-heavy, with stronger minority protections and more formal decision-making processes. For that reason, it is typically used for medium and large businesses, group structures and companies seeking institutional or external investment.

The IKE sits at the other end of the spectrum. It was introduced to simplify company formation and has become the preferred vehicle for start-ups and privately held SMEs. It can be formed with minimal capital, is managed by one or more administrators, and allows considerable contractual flexibility. Contributions may consist not only of cash or assets, but also services or guarantee commitments. In practice, it offers founders and investors room to tailor internal arrangements with fewer formalities.

The EPE still exists but is used far less frequently today. Its transfer mechanics are more formal (involving notarial deeds), and it does not offer the same flexibility as the IKE. It is generally seen as a legacy structure.

A Greek branch is not a separate legal entity. It is simply an extension of the foreign parent, which remains fully liable for its activities. It does, however, require separate registration and tax presence in Greece.

In practical terms, the AE is chosen where governance structure, financing tools and credibility with institutional counterparties matter. The IKE is selected where simplicity, speed and flexibility are priorities.

Greek corporate governance has tightened considerably over the past few years. The real shift came with Law 4706/2020, which fundamentally restructured the governance framework for listed companies and strengthened the supervisory role of the Hellenic Capital Market Commission (HCMC). Since then, sustainability reporting reforms and binding gender balance rules have added further layers of compliance. The direction is clear: more structure, more documentation and closer regulatory scrutiny.

To begin with, Law 4706/2020 reshaped the internal architecture of listed sociétés anonymes. It did not replace the general SA statute (Law 4548/2018); rather, it introduced a governance overlay on top of it.

In particular, listed companies must now operate with a clearly structured board composition. At least one-third of the board must consist of independent non-executive directors, who must satisfy detailed independence criteria and whose status must be reassessed on an ongoing basis. In parallel, companies are required to adopt a formal suitability (fit and proper) policy setting objective standards for integrity, experience, competence and diversity. This has shifted board appointments from informal practice to a more process-driven exercise.

Moreover, board committees are no longer optional governance tools but mandatory structural components. In addition to the Audit Committee (already required under audit legislation), listed companies must establish Nomination and Remuneration Committees composed predominantly of non-executive, and independent directors. These committees are expected to play an active role in succession planning, candidate evaluation and remuneration oversight, rather than operating as purely formal bodies.

At the same time, internal controls have moved from best practice to regulatory expectation. Listed companies must maintain a documented and operational internal control system, supported by an independent Internal Audit Unit reporting functionally to the Audit Committee. Internal audit findings must be reported regularly to the board. In practice, regulators increasingly look beyond formal structures and focus on whether systems operate effectively in substance.

In addition, transparency obligations have expanded. Prior to board elections, detailed information on candidates must be disclosed, including justification of their nomination and confirmation of compliance with suitability and independence criteria. Annual corporate governance statements must explain the code applied, any deviations from it and key governance data, including committee composition and board participation. Although the Hellenic Corporate Governance Code operates on a comply-or-explain basis, explanations are not treated as a mere formality and are subject to scrutiny. More recently, broader capital markets reforms have further strengthened the enforcement toolkit of the HCMC and aligned the Greek framework more closely with evolving EU standards. Consequently, governance compliance now sits within a more assertive supervisory environment.

Alongside structural governance reforms, gender representation at board level has moved from policy aspiration to binding obligation for large listed companies. Minimum representation thresholds now apply to the under-represented gender, and selection procedures must be transparent and merit-based. Companies are also required to report annually on compliance. In practice, this has required boards to rethink succession planning and candidate pipelines rather than relying on traditional appointment patterns.

At the same time, sustainability has become a core compliance issue rather than a voluntary corporate narrative. Following the transposition of the CSRD, in-scope entities must include detailed sustainability disclosures in their annual management reports in line with European Sustainability Reporting Standards.

These disclosures go well beyond high-level ESG statements. They cover business model resilience, climate-related risks, governance arrangements, supply chain exposure and measurable sustainability targets. Importantly, sustainability reports are subject to external assurance, and boards bear ultimate responsibility for their accuracy. Audit Committees are expected to oversee the reporting and assurance process. For many companies, this has required significant upgrades to internal data collection and reporting systems.

In parallel, corporate formalities have largely moved online. Electronic incorporation, digital filings and remote or hybrid shareholder meetings are now embedded in company law practice. While this has simplified procedural steps, it has also increased expectations around record-keeping, shareholder identification and technical compliance.

Furthermore, a formal register of disqualified directors now operates within the commercial registry framework. Individuals convicted of specified financial or corporate offences may be barred from serving as directors for a defined period. Companies are therefore expected to verify eligibility prior to appointment, adding another compliance checkpoint to board formation.

Finally, cybersecurity and digital resilience have become increasingly relevant at board level. Although the detailed obligations arise primarily from sector-specific and EU legislation, oversight responsibility ultimately rests with the board. Directors are therefore expected to ensure that adequate risk assessment mechanisms, information security policies and incident-response procedures are in place. Failure to do so may expose both the company and its directors to regulatory risk.

Taken together, these developments operate within a more active enforcement climate. The HCMC has become noticeably more assertive and may impose administrative sanctions not only on companies but, in certain cases, on individual directors. Governance in listed companies is therefore no longer a largely formal compliance exercise but an area of ongoing regulatory attention.

Under Greek law, the identity of the key persons involved in the management of a company depends primarily on the legal form of the entity. The management structure is defined by the applicable statute (mainly Law 4548/2018 for SAs, Law 3190/1955 as amended for EPEs and Law 4072/2012 for IKEs) and further specified in the company’s constitutional documents.

1) In an AE, management and representation of the company are entrusted to the Board of Directors (BoD), which constitutes the central management body (Articles 77 et seq., Law 4548/2018). The BoD is collectively responsible for administering the company’s affairs, managing its assets and representing the company both judicially and extrajudicially. As a general rule, the board consists of at least three members. However, Law 4548/2018 allows, in non-listed AEs, the appointment of a single director (commonly referred to in practice as a “sole director” or “advisor-manager”), provided that this possibility is expressly provided for in the articles of association. In such case, the sole director exercises all powers of the board, including management and representation. This simplified structure is typically used in closely held or single-shareholder companies. Listed companies, by contrast, are required to have a multi-member board structure in order to comply with the independence and committee requirements of Law 4706/2020.

The BoD may delegate part of its management and representation powers to one or more persons, who may be board members or third parties, provided such delegation is permitted by the articles of association. In practice, this delegation typically takes the form of appointing a Managing Director or Chief Executive Officer, who is responsible for day-to-day operations. In larger companies, additional executive officers (e.g. CFO or General Manager) may be appointed by the board.

In listed companies, Law 4706/2020 further structures the management framework. The BoD must include executive and non-executive members, with at least one-third independent non-executive directors. Although committees do not replace the board’s authority, they play a significant role in governance. Listed SAs are required to maintain an Audit Committee (Law 4449/2017), as well as a Nomination Committee and a Remuneration Committee (Articles 10–11, Law 4706/2020). These committees support the board by overseeing financial reporting, internal controls, board appointments and remuneration policies. However, the BoD retains ultimate decision-making responsibility.

An Internal Audit Unit, operating under Article 14 of Law 4706/2020, is another key governance actor in listed companies. The head of internal audit reports functionally to the Audit Committee and provides regular reports to the board. In addition, listed companies must maintain shareholder relations and corporate announcements units, which, although not management bodies, play an important role in regulatory compliance and market transparency.

2) An EPE does not have a board of directors. Management is exercised by one or more administrators, appointed either in the articles of association or by a resolution of the partners’ meeting. Administrators represent the company and conduct its daily business. Where more than one administrator is appointed, the articles determine whether they act jointly or severally. The partners’ meeting retains authority for fundamental decisions (e.g. approval of financial statements or amendments to the articles) but does not engage in ongoing management.

3) Similarly, an IKE is managed by one or more administrators (Articles 55 et seq., Law 4072/2012). If no administrator has been appointed, management is exercised collectively by the partners. The administrator(s) represent the company and are responsible for its operational management. The IKE framework allows flexibility in structuring management powers through the articles of association, but there is no statutory board structure.

Greek corporate law establishes a clear allocation of powers between the management body of an entity and its economic owners. The division of authority depends on the legal form, but in all capital companies (SAs, EPEs and IKEs) there is a functional separation between management and ownership.

1) In a société anonyme, the separation is most structured. Management and representation of the company are entrusted to the Board of Directors (BoD) pursuant to Articles 77 et seq. of Law 4548/2018. The BoD is competent to administer the company’s assets, determine its business policy and represent the company in and out of court. It may resolve on any corporate matter that does not fall within the exclusive competence of the General Meeting of shareholders (GM). The BoD may also delegate specific management or representation powers to one or more persons (board members or third parties), including a Managing Director or CEO, if permitted by the articles of association.

The economic owners exercise their authority through the General Meeting, which constitutes the supreme governing body of the company. The GM has exclusive competence over fundamental corporate decisions, including: amendments to the articles of association (such as changes to share capital, corporate purpose or registered seat), election and removal of board members and statutory auditors, approval of annual financial statements, allocation of profits, approval of remuneration policies (for listed companies), corporate transformations (mergers, divisions, conversions), dissolution and appointment of liquidators (Articles 117–130, Law 4548/2018). Resolutions of the GM are binding on all shareholders, including those absent or dissenting.

As a general rule, the GM is in quorum when shareholders representing at least one-fifth (1/5) of the paid-up share capital are present or represented, and decisions are adopted by an absolute majority of votes represented. For certain extraordinary matters (e.g. capital changes or amendments to core provisions), a quorum of one-half (1/2) of the paid-up capital and a two-thirds (2/3) majority is required.

Shareholder decisions are normally taken at a duly convened meeting. Law 4548/2018 also allows remote participation and voting by electronic means, provided that the articles of association so permit, and fully virtual general meetings are legally recognized. For non-listed SAs, resolutions may also be adopted without a meeting, either through written voting procedures or by unanimous written consent (signing minutes by circulation), subject to statutory conditions and provided that the articles allow it. In listed companies, formal meeting procedures are the rule, reflecting enhanced minority protection and transparency requirements.

For listed companies, Law 4706/2020 also introduces specific shareholder-approval ‘gates’ in sensitive transactions (including, indicatively, disposals of significant assets), reflecting a more interventionist approach in major value-shifting decisions.

2) In an EPE, management is exercised by one or more administrators appointed by the articles of association or by resolution of the partners. Administrators conduct the company’s day-to-day business and represent it. The partners’ meeting retains authority over structural and fundamental matters, such as amendments to the articles, approval of financial statements and appointment or removal of administrators. Decisions are taken in accordance with the majority thresholds set by Law 3190/1955 (as amended) and the articles. Written resolutions are generally permitted, reflecting the more closely held nature of this form.

3) Similarly, in an IKE, management is vested in one or more administrators (Articles 55 et seq., Law 4072/2012). If no administrator is appointed, management is exercised collectively by the partners. The partners’ meeting decides on core matters such as amendments to the articles, capital structure and approval of annual accounts. Decision-making procedures are flexible and may include written resolutions without physical meetings, as typically provided in the articles.

The principal source of corporate governance requirements in Greece is statutory company law. For sociétés anonymes (SAs), the core framework is set out in Law 4548/2018, which regulates corporate organs, directors’ duties, shareholder rights, meeting procedures and minority protections.

For companies listed on a regulated market, the regime is supplemented and substantially expanded by Law 4706/2020, which introduced specific governance obligations regarding board composition, independence, internal control systems and mandatory committees. Law 4706 operates in conjunction with Law 4548/2018 and is further specified through binding acts, decisions and guidance issued by the Hellenic Capital Market Commission (HCMC), which supervises compliance.

Listed companies are required under Law 4706/2020 to adopt and apply a corporate governance code issued by a recognized body. In practice, most listed companies follow the Hellenic Corporate Governance Code issued in 2021 by the Hellenic Corporate Governance Council. The Code constitutes soft law and operates on a “comply or explain” basis. Listed companies must disclose in their annual corporate governance statement the code they apply and provide justification for any deviations. Non-listed entities are not subject to a mandatory governance code, although they remain bound by the applicable statutory framework.

In addition to Law 4548/2018 (general SA law) and Law 4706/2020 (listed-company governance), the capital markets perimeter has been recently reshaped by Law 5193/2025 (‘’Strengthening of the capital market and other provisions’’), which modernizes several market-facing processes and strengthens the supervisory/enforcement toolkit of the HCMC and the Bank of Greece. It also updates the shareholder identification chain mechanics, further aligning practice with SRD II transparency objectives.

Greek corporate law follows a one-tier board model. In a société anonyme (SA), the sole statutory management body is the Board of Directors (BoD), which combines managerial and supervisory functions pursuant to Articles 77 et seq. of Law 4548/2018. There is no separate supervisory board under Greek company law.

The BoD must consist of at least three and no more than fifteen members, as determined by the articles of association or by the General Meeting. An exception applies to extra-small or small non-listed SAs, which may provide in their articles for a single-member administrative body (sole director). The sole director must be a natural person and exercises all powers of the board. This simplified structure is not available to listed companies or to medium and large entities.

Board members are generally elected by the General Meeting of shareholders, although the first board may be designated in the articles of association upon incorporation. The articles may also grant specific shareholders the right to appoint board members within statutory limits, as further analyzed below. A legal entity may serve as a director if expressly permitted in the articles, provided that it appoints a natural person to act on its behalf.

The BoD is collectively responsible for the company’s management and representation. It may delegate specific powers to executive directors, a managing director (CEO) or third parties, if authorised by the articles. It may also establish an executive committee, whose composition and powers are determined by the articles or by board resolution. In listed companies, Law 4706/2020 further structures internal oversight through mandatory board committees.

In EPEs and IKEs, there is no board structure. Management and representation are exercised by one or more administrators appointed by the partners.

Under Greek law, the composition of the board of directors of a société anonyme (SA) is ultimately determined by the shareholders, subject to the mechanisms provided in Law 4548/2018 and the company’s articles of association.

As a general rule, board members are elected by the General Meeting of shareholders. The term of office is set in the articles but may not exceed six years. Directors are eligible for re-election. The first board may be designated directly in the articles of association upon incorporation. Resolutions of the General Meeting electing or removing directors are binding on all shareholders, including those absent or dissenting.

The articles of association may introduce alternative appointment mechanisms within statutory limits. In particular, a shareholder or group of shareholders may be granted the right to appoint directors directly, provided that such appointments do not exceed two-fifths (2/5) of the total number of board members. This right must be exercised prior to the General Meeting’s election of the remaining directors, and the appointing shareholder must notify the company in advance and abstain from voting on the other board seats. This mechanism is frequently used in joint ventures or where strategic investors seek guaranteed representation.

The articles may also provide for election through lists (slate voting), whereby board seats are allocated proportionally according to the votes received by each list. Although not common in practice, this mechanism may facilitate minority representation.

If a board seat becomes vacant due to resignation, death or other loss of office, the remaining directors (provided they are at least three) may appoint a replacement for the remainder of the term, unless substitute members have been pre-elected. Such interim appointment must be announced to the next General Meeting, which retains the right to confirm or replace the appointee.

In exceptional circumstances where the company lacks the necessary management body, a civil court may appoint a provisional director or board upon request of any person having a legitimate interest.

Shareholders retain broad removal powers. The General Meeting may remove directors at any time, even prior to expiry of their term, typically by ordinary majority, unless stricter requirements are provided in the articles. Consequently, controlling shareholders exercise significant influence over board composition through their voting power, while minority shareholders may seek changes through statutory rights to convene meetings or propose agenda items.

In other entity types (EPE and IKE), managers or administrators are appointed and removed by the partners’ meeting in accordance with the applicable statute and the articles, reflecting the more closely held nature of these structures.

The composition of the board of directors in Greek sociétés anonymes (SAs) is governed primarily by Law 4548/2018 and, for listed companies, by Law 4706/2020 as subsequently amended, including the recent gender balance regime introduced by Law 5178/2025. While non-listed companies enjoy broader flexibility, listed entities are subject to detailed statutory and regulatory requirements concerning independence, diversity, suitability and board structure.

As a general principle, board members must be natural persons with full legal capacity. A person deprived of legal capacity (for example, a minor or an individual under judicial guardianship) cannot serve as director. A legal entity may be appointed as a board member only if expressly permitted by the articles of association; in such case, it must designate a natural person to exercise its duties. That representative bears the same responsibilities as an individual director.

The articles of association may impose additional eligibility criteria, provided these do not contradict mandatory statutory provisions. Certain disqualifications arise under special legislation, including bankruptcy-related restrictions and criminal convictions for financial or corporate offences. Furthermore, recent reforms have introduced a Register of Disqualified Directors, preventing individuals convicted of specific offences from serving in management positions.

The maximum term of office is six years, although re-election is permitted. The articles may provide for shorter terms. There is no statutory limit on the total number of terms a director may serve, but tenure may be relevant in assessing independence in listed companies.

Greek company law follows a one-tier board model. In listed companies, however, Law 4706/2020 requires a functional distinction between executive and non-executive directors. Executive members are responsible for day-to-day management, while non-executive members exercise supervisory and oversight functions.

The Chairman of the board in a listed company must be a non-executive director, or alternatively a Vice-Chairman must be appointed as non-executive if the Chair is executive. This aims to prevent concentration of managerial authority.

Listed companies must ensure that at least one-third (1/3) of the total number of board members are independent non-executive directors. If the calculation results in a fraction, the number is rounded up, and in any case at least two independent directors are required. Law 4706/2020 sets detailed independence criteria. An independent director must not, at the time of appointment or during their term: hold directly or indirectly more than 0.5% of the company’s share capital; maintain significant financial, business or employment relationships with the company or its affiliated entities; have been a senior executive or employee of the company within the previous three financial years; have close family ties (up to second degree or spouse) with senior executives or shareholders holding more than 10% of voting rights; have been directly appointed by a specific shareholder under special appointment rights; have served on the board for a prolonged period such as to compromise independence (while no hard statutory cap exists, long tenure – often beyond nine years – may trigger scrutiny under governance standards).

The board must reassess the independence of non-executive members annually. The Hellenic Capital Market Commission (HCMC) has issued interpretative guidance and Q&As clarifying the application of independence criteria.

Listed companies are required to adopt and maintain a formal suitability policy for board members. This policy, approved by the General Meeting and published on the company’s website, establishes objective criteria relating to integrity, reputation, knowledge, professional experience, time commitment and diversity. It also addresses succession planning and collective board competence.

Candidates proposed for election must be assessed against this policy, and relevant information must be disclosed to shareholders prior to the General Meeting. The suitability framework aims to ensure that the board collectively possesses the expertise necessary to oversee the company’s strategy, risk profile and regulatory obligations.

Board diversity has evolved significantly in recent years. Law 4706/2020 initially required adequate gender representation, interpreted in practice as a minimum 25% participation of the under-represented gender. This threshold has now been increased by Law 5178/2025, which transposed Directive (EU) 2022/2381. Large listed companies (employing more than 250 employees and exceeding turnover or balance sheet thresholds) must ensure that at least 33% of board members belong to the under-represented gender. Importantly, at least one executive board member must also belong to that gender. Companies must publish annual compliance information and apply transparent, objective selection procedures where candidates are equally qualified. Although mandatory quotas primarily apply to large listed companies, diversity expectations increasingly influence broader corporate practice, including in large non-listed entities and public undertakings.

Beyond the quota uplift introduced by Law 5178/2025, Law 5193/2025 adds a more ‘procedural’ dimension to board appointments: listed companies may be required to provide, upon request, a reasoned explanation to a rejected candidate (potentially including comparative assessment). The same reform package also includes reporting and sanctioning provisions (and incentives such as an ‘Equality certification’), signaling that diversity compliance is moving from policy to audit-trail and consequences.

Beyond structural composition, Greek law imposes substantive duties on board members. Under Law 4548/2018, directors owe duties of loyalty and care. They must act in the corporate interest, avoid conflicts of interest, and refrain from pursuing personal interests contrary to those of the company. Directors must disclose any conflict of interest to the board in a timely manner and abstain from participating in related decisions.

A statutory non-compete rule, as prescribed in Law 4548/2018, prohibits directors involved in management from engaging, without shareholder approval, in activities competing with the company or participating as general partners in competing businesses.

Transactions between the company and board members are subject to transparency rules and, in most cases, prior authorization requirements. These provisions aim to safeguard equal treatment of shareholders and protect minority interests.

Listed companies must maintain board committees, including an Audit Committee, Nomination Committee and Remuneration Committee. The Audit Committee must include at least one member with adequate knowledge in accounting or auditing, and the majority of its members (including the Chair) must be independent. These requirements indirectly shape board composition, as boards must include members with appropriate financial literacy and governance expertise.

Increasingly, boards also incorporate members with expertise in areas such as ESG, sustainability reporting, cybersecurity and digital transformation, reflecting expanded governance responsibilities under recent legislation.

Although the statutory maximum term is six years, best practice increasingly emphasizes board refreshment and structured succession planning. The Hellenic Corporate Governance Code recommends periodic evaluation of board effectiveness and consideration of whether long tenure may affect independence. Nomination committees in listed companies play a central role in identifying suitable candidates and ensuring continuity of leadership.

Non-listed SAs are not subject to mandatory independence or diversity quotas (unless falling within the scope of Law 5178/2025), and they are not required to adopt a corporate governance code. However, they remain bound by the general duties of loyalty and care under Law 4548/2018. In practice, closely held companies often comprise shareholders themselves as directors, with fewer formal independence structures.

Other entity types (EPE and IKE) are managed by administrators rather than boards. These administrators are not subject to statutory independence or diversity quotas, although general civil law principles and fiduciary duties apply.

Under Greek company law, the board of directors is the primary body responsible for setting, reviewing and adjusting the company’s strategic direction. Pursuant to Law 4548/2018, the board manages the company’s affairs and determines its business policy, including approval of the annual budget, investment plans, financing strategy (including issuance of bond loans, unless reserved otherwise) and allocation of resources.

The board defines risk appetite, oversees capital deployment and monitors management’s implementation of agreed objectives. Shareholders do not participate directly in strategy formation, except where strategic decisions require General Meeting approval, provided by law or the articles of association (e.g. amendments to corporate purpose, mergers or dissolution).

In listed companies, strategic pivots that materialize through major asset disposals may also intersect with shareholder-approval requirements under Law 4706/2020.

The remuneration of board members in Greek sociétés anonymes (SAs) is regulated by a combination of statutory company law, shareholder approval requirements and, in the case of listed companies, a structured “say-on-pay” framework aligned with the EU Shareholder Rights Directive II.

1) Under Law 4548/2018, any remuneration, fee or benefit granted to a member of the board of directors must either be expressly provided by law or the articles of association, or be approved by the General Meeting of shareholders. Absent such approval, the company may not validly grant compensation.

Board members may receive remuneration in different capacities. Non-executive directors typically receive fixed annual fees or per-meeting compensation for the exercise of their board duties. Executive directors may receive salary and additional benefits under an employment or service contract, in addition to board fees. Profit-based remuneration (i.e. a percentage of annual profits) is permissible only if expressly provided in the articles of association and approved by the General Meeting. Such profit participation is calculated on the net distributable profits remaining after statutory reserves and minimum dividend requirements have been satisfied.

Where a director provides services to the company under a special relationship (e.g. employment, consultancy or other service contract), such arrangement constitutes a related-party transaction within the meaning of Articles 99-101 of Law 4548/2018. As a result, transparency and approval formalities apply. Typically, the board authorises the transaction (with the interested director abstaining), and in certain cases disclosure obligations or shareholder involvement may be triggered. These rules aim to prevent conflicts of interest and ensure arm’s length conditions.

Stock-based remuneration, including stock option plans or free share allocation schemes, requires prior approval by the General Meeting, which must determine the maximum number of shares and principal terms of the scheme.

2) Listed companies are subject to a more elaborate remuneration regime. Pursuant to Law 4548/2018 (as amended to implement Directive (EU) 2017/828) and Law 4706/2020, listed companies must adopt a formal remuneration policy covering board members, the CEO or managing director, and senior executives (including the head of internal audit).

The remuneration policy must describe all components of pay (fixed and variable remuneration, performance criteria, share-based incentives, pension arrangements and termination payments), and explain how these contribute to the company’s long-term strategy and sustainability. The policy must be approved by the General Meeting and is valid for a maximum period of four years, unless amended earlier. Remuneration may only be paid in accordance with an approved policy.

The policy may allow for temporary derogations in exceptional circumstances, provided that the procedural conditions and specific elements subject to derogation are clearly defined and that such deviation is necessary to serve the long-term interests or viability of the company.

Listed companies are also required to establish a Remuneration Committee composed exclusively of non-executive directors, the majority of whom must be independent. The committee submits proposals to the board regarding the remuneration policy and the remuneration of individual directors and senior executives.

Each financial year, the company must prepare a detailed remuneration report, providing an individualized breakdown of remuneration paid to each board member and key executive. The report is submitted to the annual General Meeting for an advisory shareholder vote and must be published on the company’s website. Although the vote is non-binding, it constitutes an important accountability mechanism.

3) In practice, Greek law does not impose statutory caps on director remuneration (except indirectly through profit distribution rules), but the overarching principles of transparency, shareholder control and alignment with long-term corporate interest govern the process. Particularly in listed companies, remuneration structures are expected to reflect meritocracy, objectivity and proportionality, and are increasingly scrutinized by institutional investors and regulators.

Members of the board of directors of a Greek société anonyme owe statutory fiduciary and managerial duties primarily to the company. These duties are codified in Law 4548/2018 and have been further reinforced, in the case of listed companies, by Law 4706/2020 and related capital markets legislation.

Ι. Directors owe their duties principally to the company as a separate legal entity. Greek law does not frame directors’ duties as being owed directly to shareholders individually; rather, the obligation is to act in the corporate interest, which is understood as the long-term interest of the company as a whole, taking into account its sustainability and continuity. The core duties include:

1) Duty of Care (duty of diligence). Directors must exercise their powers with the care of a prudent and diligent businessperson acting in similar circumstances. This encompasses compliance with the law, the company’s articles of association and lawful resolutions of the general meeting. Directors are expected to be adequately informed before making decisions, to supervise the implementation of board and shareholder resolutions, and to ensure proper corporate organisation.

This duty extends to maintaining statutory books and records (including board minutes, accounting books and shareholder registers), ensuring required filings with the General Commercial Registry (GEMI), and safeguarding the integrity of financial reporting. Failure to implement adequate internal control systems or to monitor compliance mechanisms may also constitute a breach.

2) Duty of Loyalty. Directors must prioritise the company’s interests over personal interests or those of related parties. They are required to disclose promptly and fully any conflict of interest and abstain from participating in relevant deliberations and decisions. Transactions between the company and directors (or related parties) are subject to the transparency and approval framework of Articles 99–101 of Law 4548/2018. The duty of loyalty also includes the prohibition of exploiting corporate opportunities for personal benefit.

3) Duty of Confidentiality. Board members must treat as confidential all non-public corporate information acquired in the performance of their duties. This obligation survives termination of office.

4) Non-Competition Obligation. Directors involved in management may not engage in competing activities without prior authorisation from the general meeting or a relevant statutory basis. Breach may trigger liability and restitution of unlawfully obtained benefits.

ΙΙ. Greek law expressly incorporates the business judgment rule. A director is not liable for a decision that ultimately proves detrimental if it was taken in good faith, without conflict of interest, on the basis of adequate information and with the sole criterion of serving the corporate interest. The assessment focuses on the time the decision was made, not on its outcome. The burden of proof lies with the director invoking this defence.

This rule is particularly significant in strategic and risk-based decisions, shielding directors from hindsight-based judicial review provided procedural diligence was observed.

ΙΙI. Liability Regime.

1) Civil liability toward the company. Directors are liable towards the company for damage resulting from unlawful acts or omissions committed with fault (intent or negligence). Where damage results from joint conduct of multiple directors, liability is joint and several. The same principles apply to third parties who have been granted management or representation powers by the board. The company typically brings the claim, following a resolution of the general meeting. Minority shareholders holding the required statutory threshold may request the initiation of proceedings and, failing that, seek judicial appointment of a special representative to pursue claims.

A general meeting may discharge directors from liability for a given financial year upon approval of annual accounts; however, such discharge does not cover acts involving bad faith or violations of mandatory law

2) Liability toward third parties. Although directors’ primary duty is toward the company, they may incur direct tort liability toward third parties where an unlawful act or omission attributable personally to the director causes damage (for example, misleading financial disclosures or unlawful conduct toward creditors or employees).

3) Criminal and regulatory exposure. Directors may incur criminal liability for specific offences, including approval of false financial statements, unlawful distribution of profits, breach of trust, bribery, tax offences or market abuse violations. In listed companies, the Hellenic Capital Market Commission may impose significant administrative fines for breaches of capital markets or corporate governance rules.

Greek law permits companies to protect directors against potential civil liability, subject to important limitations. In practice, most listed and medium-to-large sociétés anonymes maintain Directors’ and Officers’ (D&O) liability insurance policies covering defence costs and civil damages arising from acts performed in the exercise of their duties. Such policies do not cover criminal liability, administrative fines or wilful misconduct.

Greek company law does not prescribe a formal statutory evaluation procedure for board members. Under Law 4548/2018, oversight is primarily exercised by the shareholders through the annual ordinary general meeting, where the financial statements are approved and the overall management of the board for the relevant financial year is reviewed, as also mentioned above under 12. Although the “discharge” of the board does not eliminate liability in cases of unlawful conduct, it operates in practice as an annual accountability mechanism. Shareholders, via general meeting decisions, may also remove directors at any time, which constitutes the ultimate evaluation tool.

In listed companies, oversight is more structured. Law 4706/2020 assigns a clear supervisory role to non-executive and independent directors, who are required to monitor executive performance and ensure effective internal control and risk management. Suitability of board members must be assessed on an ongoing basis in accordance with the company’s fit and proper policy and relevant guidance of the Hellenic Capital Market Commission.

Additionally, the Hellenic Corporate Governance Code recommends that the board conducts an annual self-assessment of its effectiveness and that of its committees, with periodic external facilitation (typically every three years). Nomination and remuneration committees also contribute indirectly to evaluation through performance reviews and succession planning.

Finally, directors are subject to “horizontal oversight”: each member has a duty, under the standard of care, to monitor compliance by fellow board members. Collectively, these mechanisms create a layered system of shareholder, peer and regulatory supervision.

Greek corporate law establishes a structured framework of engagement between the board and the company’s economic owners. The primary mechanism is the general meeting of shareholders.

The board is legally required to convene an annual ordinary general meeting in order to submit the annual financial statements, the management report and (where applicable) the audit report for shareholder approval. This meeting constitutes the central forum through which the board reports on the company’s performance, strategy, risk exposure and material developments. Shareholders are entitled to request information during the meeting on agenda items, and the board must provide adequate responses, subject to confidentiality limitations.

Beyond the annual meeting, the board must convene extraordinary general meetings whenever matters falling within shareholder competence arise (e.g. amendments to the articles, capital measures, mergers). Shareholders holding the statutory threshold may also request the addition of agenda items or the convocation of a meeting, thereby compelling engagement.

For listed companies, engagement is further institutionalised. Law 4706/2020 mandates the establishment of a shareholders’ (or investor) relations unit, responsible for ensuring equal and timely information to investors, including notices of general meetings, voting results, dividend distributions and corporate actions. In addition, the modernised shareholder identification framework introduced by Law 5193/2025 facilitates identification requests across the full intermediary chain, strengthening direct communication between issuers and their economic owners.

Continuous disclosure obligations under capital markets legislation further reinforce communication, as periodic financial reports, corporate governance statements and remuneration reports are publicly released. Accordingly, while day-to-day management rests with the board, the legal framework ensures recurring and structured dialogue with shareholders, combining formal decision-making procedures with ongoing transparency obligations.

Greek company law permits the issuance of multiple classes of shares in a société anonyme (AE). Companies may issue ordinary and preferred shares, provided that at least one class of ordinary voting shares exists. Preferred rights may concern dividend priority (fixed or cumulative), preferential return of capital upon liquidation or capital reduction, convertibility or redeemability. Any variation of class rights requires approval by a separate class meeting.

In practice, however, the vast majority of Greek listed companies operate under a single-class capital structure. Non-voting preference shares have occasionally been used, particularly in recapitalization or structured financing contexts, but fully-fledged dual-class voting structures remain uncommon in the domestic market.

Recent European reforms are gradually influencing this landscape. Directive (EU) 2024/2810 (part of the EU Listing Act package) encourages the availability of multiple voting right (MVR) structures in order to facilitate listings, particularly on growth markets. In Greece, initial steps have already been taken: with the adoption of Law 5193/2025, the legal framework was amended to allow foreign issuers whose corporate laws and constitutional documents permit multiple voting rights to list their shares on Greek regulated markets or multilateral trading facilities. This aligns domestic law with the Directive and enhances the attractiveness of the Greek market for international issuances.

At present, however, Greek-incorporated companies remain subject to the traditional domestic corporate framework, and widespread use of MVR structures has not yet materialized in practice.

The Greek legal framework establishes a structured and multi-layered disclosure regime combining general corporate publicity obligations, financial reporting requirements and, where applicable, capital markets transparency rules. The scope and intensity of disclosure vary depending on the legal form, size and listing status of the entity, while recent European reforms have significantly expanded non-financial reporting obligations.

At the foundational level, all Greek companies are subject to statutory publicity through the General Commercial Registry (GEMI), which operates as the central public repository of corporate information. In the case of sociétés anonymes (SAs), a wide range of corporate acts and data must be filed and made publicly accessible. These include the articles of association and any amendments thereto, the appointment and removal of members of the board of directors and persons vested with representation powers, changes in registered office, capital increases or reductions and certification of payment of share capital, approval of related parties’ transactions, as well as decisions concerning mergers, demergers, transformations, dissolution. Invitations to general meetings and certain shareholders’ resolutions must also be registered, particularly where they affect the constitutional or capital structure of the company. Approved annual financial statements, together with the board’s management report and the statutory auditor’s report where applicable, must likewise be filed with GEMI within the prescribed statutory deadlines. As a rule, filings are required within twenty days from the relevant corporate act or approval, and failure to comply may give rise to administrative sanctions and, in certain instances, affect the enforceability of the act vis-à-vis third parties. Through GEMI, corporate transparency is ensured not only for shareholders but also for creditors, counterparties and the market at large.

In terms of financial reporting, Greek companies must prepare annual financial statements in accordance with Greek Accounting Standards or, where required, International Financial Reporting Standards (IFRS). All SAs and medium or large undertakings are subject to formal financial reporting obligations. The annual financial package typically comprises the statement of financial position, income statement, statement of changes in equity, cash flow statement where required, and explanatory notes. The board of directors must also prepare an annual management report describing the company’s performance, principal risks and future outlook. Where the entity heads a corporate group, consolidated financial statements must be prepared if control thresholds under the accounting framework are met. The financial statements are approved by the general meeting and subsequently published through GEMI, while IFRS-reporting entities must also make them available on their corporate website.

Non-financial reporting has become increasingly significant following successive EU legislative interventions. Previously, large public-interest entities were required to include in their management report a non-financial statement covering environmental, social, labour, human rights and anti-corruption matters. This regime has now been substantially expanded through the transposition of the Corporate Sustainability Reporting Directive (CSRD) into Greek law. Under the new framework, large companies and, gradually, listed small and medium-sized enterprises fall within the scope of enhanced sustainability reporting obligations. Companies must disclose detailed information concerning environmental impacts, climate-related risks and transition strategies, social and workforce matters, governance structures, due diligence processes and sustainability-related key performance indicators, in accordance with the European Sustainability Reporting Standards (ESRS). Sustainability reporting forms part of the management report and is subject to mandatory assurance by certified auditors. In parallel, entities falling within the scope of the EU Taxonomy Regulation must disclose the proportion of their turnover, capital expenditure and operating expenditure aligned with environmentally sustainable economic activities. These developments reflect a shift toward integrated financial and sustainability transparency and align Greek corporate disclosure with evolving European standards.

An additional transparency layer was introduced through Law 5066/2023, which implemented the EU public country-by-country reporting directive. Certain multinational enterprise groups and standalone undertakings exceeding specified revenue thresholds must prepare and publish an income tax information statement. This report includes information such as the nature of activities, number of employees, revenues, profit or loss before tax, income tax paid and income tax accrued on a country-by-country basis. The statement must be filed with GEMI within twelve months of the end of the relevant financial year. Responsibility for preparation and publication lies with the management bodies, and non-compliance may result in administrative fines. This reform strengthens fiscal transparency and enhances public scrutiny of cross-border tax structures.

Listed companies are subject to a significantly more demanding disclosure regime deriving from European capital markets legislation and its Greek implementing measures. In addition to the corporate publicity requirements described above, issuers admitted to trading on a regulated market must publish periodic financial reports, including annual financial reports within four months of the financial year-end and semi-annual financial reports within three months of the end of the first half-year. These reports comprise audited financial statements prepared under IFRS, management reports, corporate governance statements and remuneration reports. The remuneration report provides detailed disclosure of the compensation granted to members of the board of directors and senior executives and is submitted to the annual general meeting for an advisory shareholder vote.

Beyond periodic reporting, listed companies must comply with the continuous disclosure obligations imposed by the EU Market Abuse Regulation (MAR). Any inside information, defined as information of a precise nature which has not been made public and which would likely have a significant effect on the price of the company’s securities, must be disclosed to the market without undue delay. Such information may concern major transactions, mergers and acquisitions, material litigation, significant changes in financial condition, alterations in senior management or other events capable of affecting investor decision-making. Disclosure is effected through the regulated market’s electronic announcement system, notification to the Hellenic Capital Market Commission and simultaneous publication on the company’s website.

Furthermore, the transparency regime requires public disclosure of significant shareholding changes. Shareholders crossing statutory voting thresholds must notify the issuer and the regulator, and the issuer must publicly announce the change. Listed companies must also disclose corporate actions such as dividend distributions, share buy-back programmes, capital increases and general meeting results. Law 4706/2020 introduced additional governance-related transparency requirements, including the obligation to publish internal regulations, committee compositions and governance policies, and to maintain a shareholders’ or investor relations unit responsible for ensuring equal and timely dissemination of information.

In practice, disclosures are effected through multiple parallel channels: filings with GEMI for statutory corporate acts, regulated market announcements for listed issuers, electronic submission to the Hellenic Capital Market Commission, and publication on the company’s official website to ensure equal access to information. The cumulative effect of these mechanisms is a comprehensive transparency framework combining corporate registry publicity, financial accountability, sustainability reporting and real-time market disclosure.

Greek company law provides shareholders — and in particular minority shareholders — with a structured set of procedural rights enabling them to influence the agenda of the general meeting and, under certain conditions, to compel its convocation. These rights, primarily codified in Law 4548/2018 for sociétés anonymes, aim to balance majority rule with minority protection and to ensure that economic owners are not entirely dependent on board initiative.

Shareholders representing at least one twentieth (5%) of the paid-up share capital are entitled to request that the board of directors convene an extraordinary general meeting. The request must be submitted in writing and specify the proposed agenda items. Upon receipt of a valid request, the board is obliged to convene the meeting within forty-five (45) days. Should the board fail to do so, the requesting shareholders may seek judicial authorization to convene the meeting themselves. This mechanism is particularly relevant in situations involving alleged mismanagement, governance disputes or proposed changes in board composition.

In addition, shareholders holding 5% of the capital may require the inclusion of additional items on the agenda of a general meeting that has already been convened, provided their request is received at least fifteen (15) days prior to the meeting date. The board must then publish a revised agenda within the statutory deadline. In listed companies, the same threshold allows shareholders to submit draft resolutions on matters included in the agenda at least seven (7) days before the meeting, and the company must make these drafts available to all shareholders, typically through its website. This ensures that minority shareholders may not only introduce topics for discussion but also propose concrete alternative decisions.

Further procedural safeguards exist during the meeting itself. Shareholders representing 5% of the capital may request a one-time adjournment of decision-making on specific agenda items, with the reconvened meeting taking place within twenty (20) days. This right can serve as a practical tool for minority shareholders seeking additional time to evaluate information or mobilize support.

Information rights also reinforce shareholder engagement. Any shareholder may request specific information relevant to agenda items at least five days before the general meeting, while shareholders representing 5% or 10% of the capital benefit from enhanced disclosure rights concerning, inter alia, executive remuneration and the general course of corporate affairs. These information mechanisms operate alongside the broader transparency obligations discussed elsewhere.

The articles of association may reduce — but not increase — the statutory ownership thresholds required to exercise minority rights, down to half of the prescribed percentage. Moreover, shareholder associations may exercise certain rights collectively on behalf of their members.

In practice, while controlling shareholders often dominate decision-making in closely held companies, these minority rights remain an important governance safeguard, particularly in listed companies with dispersed ownership structures. They ensure that economic owners retain meaningful procedural tools to bring matters before the general meeting and to hold management accountable.

Greek law provides shareholders with both direct and indirect enforcement mechanisms against the company and its directors, combining corporate, civil and judicial remedies.

As a starting point, claims arising from damage caused to the company by members of the board belong to the company itself. The board is under a statutory duty to pursue such claims diligently where the corporate interest so requires. If, however, the board fails or refuses to act, shareholders representing at least 5% of the paid-up capital may formally request that the company initiate proceedings against the responsible directors. Should the company remain inactive, the minority shareholders may apply to the competent court for the appointment of special representatives who will pursue the claim on behalf of the company. This mechanism operates as the Greek equivalent of a derivative action and constitutes a key accountability safeguard.

In addition, shareholders holding 5% of the capital may request a court-ordered extraordinary audit of the company where there are indications of unlawful acts or serious breaches of duty, while shareholders holding 20% may request broader judicial review where corporate affairs appear to be conducted contrary to principles of sound management.

Beyond derivative claims, investors may also bring direct tort actions against board members where they can demonstrate personal and distinct damage causally linked to unlawful conduct, such as misrepresentation or abusive conduct. Furthermore, shareholders may seek annulment of general meeting resolutions that violate the law or constitute abuse of majority power.

Shareholder activism in Greece remains relatively limited compared to larger Anglo-Saxon markets, primarily due to the prevalence of concentrated ownership structures. Many listed companies are controlled by founding families, strategic investors or the State, which reduces the practical scope for hostile campaigns or proxy contests. As a result, traditional activist hedge fund activity has been rare.

However, shareholder engagement has gradually become more structured. Law 4548/2018 formally recognized shareholder unions, enabling minority investors to coordinate and collectively exercise statutory rights, such as requesting extraordinary general meetings or adding agenda items. This mechanism has strengthened the position of dispersed shareholders, particularly in listed companies.

In recent years, activism has increasingly taken the form of institutional engagement rather than public confrontation. Foreign institutional investors, whose presence in the Greek market has grown post-crisis, have placed greater emphasis on governance standards, board independence, remuneration transparency and ESG performance. The implementation of the Shareholder Rights Directive II and Law 4706/2020 has enhanced disclosure and accountability, providing shareholders with clearer tools to assess and influence management.

Influence is most commonly exerted through voting at general meetings, including opposition to remuneration policies, related-party transactions or specific board appointments. Proxy advisors also play a role in shaping voting outcomes, particularly where ownership is more dispersed.

Under Law 4548/2018, a société anonyme (AE) must hold an Ordinary General Meeting of shareholders at least once per financial year, no later than the tenth (10th) calendar day of the ninth month following the end of that financial year. In practice, most companies convene the annual meeting earlier, typically within the first semester. The annual general meeting constitutes the primary forum for shareholder oversight and accountability of the board.

At the Ordinary General Meeting, shareholders must approve the annual (and, where applicable, consolidated) financial statements, together with the board of directors’ management report and the statutory auditor’s report. The meeting also resolves, where applicable, on the allocation of annual profits and any dividend distribution, the appointment of statutory auditors for the following financial year, and, where applicable, the election or renewal of board members. In listed companies, the annual remuneration report is submitted to an advisory vote in accordance with the applicable corporate governance framework.

The notice convening the meeting must include a detailed agenda. For listed companies in particular, the financial statements, management reports, explanatory notes on each agenda item and proposed draft resolutions must be made available to shareholders in advance, typically through publication on the company’s website. During the meeting, shareholders are entitled to request information from the board on matters relating to the agenda, and the board is obliged to provide adequate responses, subject to legitimate confidentiality limitations. Voting results are formally recorded and, in listed companies, publicly disclosed.

Extraordinary General Meetings may be convened whenever the board considers it necessary or when requested by shareholders meeting the statutory threshold (representing 1/20 of the paid-up capital) and typically for fundamental corporate decisions such as amendments to the articles of association, increases or reductions of share capital, mergers, demergers, bond loan issuances, corporate transformations or dissolution. Additionally, if the company’s equity falls below 1/2 of its share capital, the board must convene a general meeting within six months from the end of the financial year to decide on appropriate remedial measures. General meetings may be held physically, remotely or in hybrid form, provided statutory safeguards are observed.

In principle, Greece does not have domestic proxy advisory firms comparable to those operating in larger markets, and there is no institutionalised local body systematically issuing binding voting recommendations. The Greek capital market is relatively small with a limited number of listed companies and as a result there been little incentive for the development of a domestic proxy advisory industry. However, in practice, international proxy advisory firms such as Institutional Shareholder Services (ISS) and Glass Lewis cover Greek listed companies, particularly where there is significant foreign institutional participation. Their recommendations on director elections, remuneration policies and governance matters may influence voting outcomes in companies with dispersed shareholding. In parallel, shareholder associations may express public positions on specific resolutions, although their impact remains limited. Proxy advisors operating in this context are subject to the EU transparency framework under Directive (EU) 2017/828 (SRD II), as transposed into Greek law 4706/2020 and are placed under the supervisory oversight of the Hellenic Capital Market Commission (HCMC). Overall, proxy influence exists, but it is not structurally embedded in the Greek market.

Greek corporate governance is structurally shareholder-centric, as directors owe their duties to the company and are primarily accountable to the general meeting. Other stakeholders do not, as a rule, participate directly in corporate organs, unless specific statutory or contractual arrangements provide otherwise.

Debt-holders typically exert influence through contractual mechanisms rather than formal governance rights. In the context of bond loans, Greek law provides for bondholders’ meetings, which may resolve on amendments to bond terms, waivers and the appointment of a bondholders’ representative. Financing agreements frequently include covenants restricting dividends, disposals, additional indebtedness or changes of control, thereby indirectly constraining board discretion. In situations of financial distress or restructuring, creditors may assume a more decisive role through insolvency or rehabilitation proceedings. Where shares are pledged, voting rights may, subject to the terms of the pledge and upon default, be exercised by the pledgee.

Employees, suppliers and customers have no statutory right to board representation in private sector sociétés anonymes. Greek law does not recognise co-determination mechanisms comparable to certain other European jurisdictions. Their influence is therefore indirect, primarily through labour law protections, collective bargaining, commercial leverage or reputational considerations. In certain state-controlled entities, special legislation has historically provided for employee participation at board level, but this does not reflect the general corporate law framework.

Regulators, by contrast, play a substantial supervisory role, particularly in listed and regulated entities. Following the enactment of Law 4706/2020, the powers of the HCMC were significantly strengthened to ensure compliance with corporate governance requirements. The HCMC may impose substantial administrative sanctions not only on companies but also on individual board members and other responsible persons. Administrative fines may reach up to €3,000,000 and, in certain cases, up to 5% of the company’s annual turnover. In exceptional circumstances, and pursuant to Law 4640/2019, the HCMC may petition the court for the appointment of a provisional board in listed companies where serious conflicts of interest or risks to market integrity arise.

In the banking and broader financial sector, the Bank of Greece exercises fit-and-proper supervision and plays a pivotal role in governance oversight. Financial institutions are subject to a specialised regulatory framework governing board composition, internal controls and risk management.

Although stakeholders do not hold formal governance rights, recent sustainability and ESG reporting developments have increased the practical expectation that boards take broader stakeholder interests into account when assessing long-term corporate strategy and risk.

Under Greek company law, the members of the governing body owe their duties to the company and are required to act in its corporate interest. The law does not establish a separate or autonomous duty to balance the interests of non-shareholder stakeholders, nor does it provide for a stakeholder-primacy model comparable to certain other jurisdictions. The governing body’s fiduciary and statutory duties are framed around the protection and promotion of the company’s long-term interests.

In practice, however, the concept of “corporate interest” is not interpreted narrowly. It encompasses the sustainable operation and viability of the company as a going concern. As a result, stakeholder considerations may be factored into board decisions insofar as they are relevant to long-term value creation, risk management and regulatory compliance. For example, employment stability, customer relationships, supply chain resilience and environmental exposure may all be assessed as part of prudent business judgment.

A more explicit shift may occur in situations of financial distress, where the members of the governing body are expected, as a matter of insolvency law and liability risk, to take creditors’ interests into account. Outside that context, stakeholders do not possess direct enforcement rights under corporate law.

In listed companies, the Hellenic Corporate Governance Code recommends that boards ensure that stakeholder interests are identified and assessed and that appropriate dialogue mechanisms are in place. While this operates on a comply-or-explain basis, recent sustainability reporting obligations, including the implementation of the CSRD framework (as implemented into Greek law), have increased the practical importance of stakeholder-related risk assessment.

Accordingly, stakeholder interests are not legally determinative, but they are increasingly integrated into board deliberations through the prism of long-term corporate sustainability.

ESG considerations have evolved in Greece from a primarily voluntary corporate social responsibility exercise into a structured and increasingly mandatory component of corporate governance and reporting. This development reflects broader European Union policy initiatives, most notably the European Green Deal, the sustainable finance framework and the progressive expansion of corporate sustainability reporting obligations. Greek corporate entities, particularly listed companies and regulated financial institutions, now operate within a multi-layered ESG regulatory environment combining disclosure, governance and, in certain areas, substantive compliance obligations. In addition, supervisory authorities such as the HCMC and the Bank of Greece have progressively integrated ESG-related expectations into their oversight practice, reinforcing the practical enforceability of these standards.

At the core of the current framework lies the obligation to disclose non-financial and sustainability-related information. Article 151 of Law 4548/2018, originally transposing the Non-Financial Reporting Directive (NFRD), introduced the requirement for large public-interest entities – including listed companies, credit institutions and insurance undertakings with more than 500 employees – to include a non-financial statement in their annual management report. This statement must describe, to the extent necessary for understanding the company’s development, performance and position, its business model and its policies in relation to environmental matters, social and employee issues, respect for human rights, and anti-corruption and anti-bribery matters. It must further outline the due diligence processes applied, the outcome of such policies, the principal risks related to these matters and the relevant key performance indicators. Where a company does not pursue policies in a specific area, it must provide a clear and reasoned explanation. This “comply or explain” logic marked the first structured ESG obligation in Greek corporate law and linked sustainability reporting to directors’ management report duties under Articles 150–154 of Law 4548/2018.

The regulatory landscape has since expanded significantly with the adoption and transposition of the Corporate Sustainability Reporting Directive (CSRD). Greece transposed the CSRD through Law 5164/2024, which substantially broadens the scope of entities subject to sustainability reporting. The obligation is no longer limited to large public-interest entities with 500 employees, but gradually extends to all large undertakings meeting the relevant size criteria and to listed companies (excluding micro-undertakings). Companies within scope must prepare a Sustainability Report as part of the management report, in accordance with the European Sustainability Reporting Standards (ESRS) adopted under Commission Delegated Regulation (EU) 2023/2772. These standards require detailed disclosures covering environmental impact, climate transition plans, biodiversity, workforce and value chain matters, governance structures, risk management processes and sustainability strategy. Importantly, sustainability information will be subject to external assurance, thereby elevating ESG reporting from a purely narrative exercise to an auditable compliance obligation.

In parallel, entities falling within the CSRD framework must comply with Article 8 of Regulation (EU) 2020/852 (the Taxonomy Regulation), which requires disclosure of the proportion of turnover, capital expenditure (CapEx) and operating expenditure (OpEx) associated with environmentally sustainable economic activities. Greek companies subject to these rules already report taxonomy alignment ratios, particularly in relation to climate change mitigation and adaptation objectives. The Taxonomy framework effectively translates environmental sustainability into measurable financial metrics, thereby linking ESG performance with capital allocation decisions.

Beyond disclosure obligations, ESG considerations increasingly permeate corporate governance practice. Law 4706/2020 strengthened the governance framework of listed companies and reinforced oversight functions within boards and audit committees. Although the statute does not create an autonomous “ESG duty”, it embeds sustainability within governance structures by requiring enhanced transparency, internal controls and accountability. The Hellenic Corporate Governance Code further recommends that boards integrate sustainability considerations into corporate strategy and risk management and ensure that they collectively possess the appropriate skills to address ESG matters. While these recommendations operate on a comply-or-explain basis, they have become influential in shaping board practice.

At environmental level, Greece has also adopted substantive climate-related legislation. Law 4936/2022 (the Greek Climate Law) establishes binding measures aimed at achieving climate neutrality by 2050. It introduces concrete obligations affecting both public and private sector actors, including emissions reduction targets for certain categories of projects and activities, electrification requirements for corporate vehicle fleets, obligations to calculate and report carbon footprints for specified undertakings and sector-specific decarbonisation measures. These obligations move beyond reporting and impose operational ESG compliance duties on affected entities.

In the financial sector, ESG integration is reinforced through prudential and supervisory requirements. Credit institutions are expected, under European Central Bank and Bank of Greece supervision and under the EBA Guidelines on loan origination and monitoring (EBA/GL/2020/06), to incorporate climate and environmental risks into their governance, risk management and capital planning processes.

Financial market participants are subject to the Sustainable Finance Disclosure Regulation (SFDR), which, although primarily applicable to asset managers, indirectly pressures corporate issuers to provide reliable ESG data to facilitate investor compliance. The interaction between corporate disclosure obligations and investor-level sustainability duties has significantly increased the strategic relevance of ESG metrics.

On the social and governance dimension, diversity requirements and anti-corruption frameworks form part of the broader ESG landscape. Listed companies are subject to diversity disclosure obligations and, following the transposition of the EU “Women on Boards” Directive, will be required to achieve specified gender representation thresholds at board level by mid-2026. Anti-bribery, compliance and whistleblowing obligations, reinforced by EU directives and domestic legislation, also form part of the governance component of ESG compliance.

In practice, ESG is now treated as a mainstream board-level issue. Most listed Greek companies publish standalone sustainability reports or integrate ESG sections within their annual reports. The Athens Stock Exchange has introduced ESG-related initiatives, including an ESG index and reporting guidance, further institutionalising sustainability considerations within capital markets. Banks and institutional investors increasingly incorporate ESG criteria into financing and investment decisions, thereby creating market-driven incentives for corporate compliance beyond minimum legal requirements.

From a legal perspective, the key ESG obligations in Greece can therefore be categorised into three levels: mandatory sustainability reporting (NFRD/CSRD and Taxonomy disclosures); sector-specific and climate-related substantive obligations (Climate Law, environmental licensing, emissions trading and sectoral decarbonisation measures); and governance and diversity requirements integrated into corporate law and capital markets regulation. While Greek company law does not impose a generalised duty of directors to prioritise stakeholder interests, the expansion of ESG-related disclosure and compliance rules has effectively embedded sustainability within the concept of prudent corporate management.

In Greece, investors’ responsibilities in relation to corporate governance depend largely on whether they are (a) ordinary shareholders in a non-listed entity, (b) shareholders in a listed company, or (c) institutional investors/asset managers subject to the “stewardship” transparency framework introduced through the transposition of SRD II. As a starting point, shareholders must comply with the general publicity and corporate record-keeping system: their participation is reflected in the company’s shareholders’ register/book and, where the law requires, certain shareholder information is disclosed through the General Commercial Registry. For instance, in a single-member société anonyme, the identity of the sole shareholder is subject to commercial publicity while beneficial ownership information must also be registered in the Ultimate Beneficial Owner (UBO) Registry.

For companies admitted to trading, investors have enhanced disclosure duties designed to ensure market transparency. In particular, shareholders must notify the issuer and the competent authority when their voting rights, following an acquisition or disposal, reach, exceed or fall below the statutory thresholds (5%, 10%, 15%, 20%, 25%, one third, 50% and two thirds). In addition, where a shareholder already holds at least 10% of voting rights, further acquisitions or disposals that change the holding by 3% of total voting rights are also notifiable. The issuer then publishes the information through the regulated disclosure channels.

Alongside these ownership-disclosure obligations, Law 4706/2020 (implementing SRD II) imposes specific “engagement” transparency duties on institutional investors and asset managers. They must publish an engagement policy describing how shareholder engagement is integrated into their investment strategy and report annually on its implementation, including voting behaviour, significant votes and the use of proxy advisers, on a comply-or-explain basis. They must also disclose how their investment strategy aligns with the profile and duration of their liabilities and supports medium-to-long-term performance.

Finally, investors must comply with general principles of civil and corporate law. The exercise of voting rights is subject to the prohibition of abuse of rights under Article 281 of the Civil Code, and controlling shareholders may incur liability where they exercise their influence in a manner detrimental to the company or minority shareholders. In listed companies, market abuse legislation (Regulation (EU) 596/2014 – MAR) further constrain investor conduct where inside information or conflicts of interest are involved.

In the Greek market, the debate between short-term return maximisation and long-term sustainable value creation has been materially shaped by the financial crisis of the previous decade and by subsequent corporate governance reforms. Historically, certain market failures and corporate scandals revealed weaknesses in monitoring mechanisms and, in some cases, excessive tolerance of short-term risk-taking strategies that ultimately undermined corporate resilience. These experiences significantly influenced the legislative and regulatory trajectory that followed. The financial crisis (2010–2018) pushed many Greek firms to focus on short-term survival and prioritise liquidity and debt restructuring over long-term investment. As the economy stabilised and Greece regained investment-grade status, policy focus moved toward building a more competitive economy for the long term.

Since the adoption of Law 4706/2020 and the implementation of the revised Shareholder Rights Directive (SRD II), the policy direction has clearly shifted towards encouraging long-term shareholder engagement and sustainable corporate conduct. Institutional investors are now required to disclose how their investment strategies align with medium- to long-term performance objectives, while listed companies must adopt remuneration policies linked to long-term value creation rather than purely annual financial metrics. These reforms are intended to mitigate incentives for opportunistic short-termism.

The expansion of ESG reporting obligations – particularly following the transposition of the Corporate Sustainability Reporting Directive (CSRD) in 2024 – has further reinforced the long-term orientation of corporate strategy. Boards are increasingly required to articulate climate transition plans, risk management frameworks and sustainability objectives extending well beyond traditional short-term financial cycles. From 2025 onwards, sustainability reporting subject to external assurance has elevated non-financial performance indicators to a level comparable to financial reporting. Additionally, funds under the National Recovery and Resilience Plan (“Greece 2.0”) support digital and green investments, with access to financing increasingly tied to sustainability criteria. This encourages companies to prioritise long-term growth over short-term profit.

In practice, the Greek capital market remains characterised by concentrated shareholdings in many issuers, which can either temper or reinforce long-term perspectives depending on the controlling shareholder’s philosophy. However, the growing presence of international institutional investors and ESG-focused funds has increased pressure for transparency, board accountability and strategic planning over multi-year horizons.

As of early 2026, the regulatory and market narrative in Greece clearly supports sustainable long-term value creation. While short-term financial performance remains relevant, governance, risk management and sustainability are increasingly integrated into corporate decision-making. Looking ahead, Greece is expected to face a critical implementation phase and companies must effectively apply CSRD reporting rules, strengthen internal controls under Law 4706/2020 and utilise Recovery Fund resources. For example, energy and tourism companies will be required to invest in green transition and climate adaptation projects rather than prioritising immediate profits. The coming years will show whether this shift becomes part of core business strategy or remains mostly a formal compliance requirement.