Legal Landscapes: Greece: Corporate Governance

Chrysanthi Karlou, Yannis Loizos, Georgia Koutsoukou, Isidora Vythoulka

, Koutalidis Law Firm


1. What is the current legal landscape for Corporate Governance in Greece?

The Greek corporate governance landscape has undergone a significant transformation in recent years, with a modernised framework that is largely aligned with international best practices as well as EU rules and guidelines.

Listed Entities

The core regime for listed entities is built around Greek law 4706/2020, which introduced mandatory governance requirements for companies listed on Euronext Athens, complemented by the acts, circulars and guidance of the Hellenic Capital Market Commission. This operates alongside Greek law 4548/2018 on sociétés anonymes, which replaced the century-old Greek law 2190/1920 and comprehensively modernised the Greek corporate law framework for sociétés anonymes.

Listed entities are required to adopt, on a “comply or explain” basis, a Corporate Governance Code issued by a recognised institution (most commonly, the Hellenic Corporate Governance Code issued by the Hellenic Corporate Governance Council). Moreover, listed entities must comply with specific requirements on board composition, including the mandatory participation of independent non-executive board members and the application of diversity, equity, and inclusion policies, as well as gender balance requirements. They must also establish a minimum number of board committees – at a minimum an audit committee, and (either separately or combined) a remuneration committee and a nominations committee. Listed entities are further subject to strict requirements on internal governance policies as well as internal control systems, including risk management and compliance functions, and their periodic assessment. Corporate governance arrangements are also indirectly influenced by sustainability considerations following transposition of the Corporate Sustainability Reporting Directive (Directive (EU) 2022/2464) by Greek law 5164/2024.

Corporate governance arrangements must be disclosed in detail in the annual corporate governance declaration, which forms part of the board’s management report and is included in the annual financial report published by listed entities under Greek law 3556/2007 (transposing the Transparency Directive (Directive 2004/109/EC) into Greek law).

Regulated Entities

Regulated entities, including entities in the financial sector, are required to have in place robust governance arrangements, proportionate to the scale and complexity of risks inherent in their business. Such requirements vary across sectors and are typically elaborated in detail by the competent regulatory authorities. The applicable corporate governance requirements are extensively aligned with EU rules and guidelines, subject to certain national variations.

 

2. What three essential pieces of advice would you give to clients involved in Corporate Governance matters?

Corporate governance rules are constantly evolving and any failure to meet the applicable requirements may affect credibility with clients, investors and other stakeholders.

First, companies must keep track of developments in regulatory rules and standards, investor expectations, and best practices to maintain compliance and preserve long-term value. To that end, annual compliance plans should also be tailored to ensure that changes in corporate governance rules and standards are carefully monitored and complied with, while internal policies and procedures must be reviewed on a regular basis to ensure that all new developments are appropriately reflected in the company’s manuals and processes.

Second, proper documentation of corporate governance compliance is essential to provide evidence (and facilitate tracking) of adherence to legal, regulatory, and internal policy requirements during regulatory audits or inspections. This includes not only adequate and updated internal governance policies but also careful preparation of corporate minutes.

Third, corporate governance training is essential for organisations of all sizes, as it encourages accountability at all levels and reduces the likelihood of business disruptions.

 

3. What are the greatest threats and opportunities in Corporate Governance law in the next 12 months?

The Greek corporate governance landscape is currently being reshaped by a combination of regulatory, geopolitical and technological disruptions.

The greatest challenges for corporate governance of Greek entities are the following:

  • Regulatory volatility: EU regulators are currently walking a thin line between simplification and deregulation. For instance, the “Omnibus” package substantially affects sustainability reporting (and indirectly corporate governance arrangements), by reducing compliance complexity for many companies, while focusing the rules on the largest companies that have a greater impact on the environment and climate. At the same time, in certain jurisdictions, diversity, equity, and inclusion initiatives are experiencing significant backlash, characterized by corporate rollbacks and legal challenges. These developments may also affect corporate governance priorities at EU level. Such regulatory volatility requires constant monitoring and alertness to ensure compliance with evolving corporate governance requirements as well as adaptability to accommodate the new trends.
  • Data and cybersecurity risks: Geopolitical tensions have increased the risk of cyberattacks and cyber terrorism, while cyber threats are more sophisticated than ever. Data and cybersecurity are not only an issue of robust IT systems but also a central governance priority to ensure that businesses mitigate the risk of a cyber attack, as well as have procedures in place to allow them to address any attacks as quickly and effectively as possible, so as to avoid operational and reputational damage.
  • Artificial intelligence disruption: Integration of artificial intelligence tools, when deployed properly, can transform corporate governance by improving efficiency in decision-making, risk management, and compliance. At the same time, it introduces significant threats, including algorithmic bias, accountability deficits, data privacy vulnerabilities, and regulatory compliance risks, requiring companies to strike a careful balance between embracing artificial intelligence and ensuring responsible governance.

The key opportunities for corporate governance in Greece are the following:

  • Simplification: Simplification initiatives at EU level provide a key opportunity for companies to shift their focus from compliance with burdensome reporting requirements to enhancing internal corporate governance by re-allocating existing resources.
  • Embracing diversity, equity and inclusion initiatives: In Greece, listed entities fulfilling certain criteria will be required to implement new enhanced gender balance requirements on their boards by achieving 33% representation of the underrepresented gender (instead of the current 25% representation applicable to all listed entities) and appointing at least one executive board member of the underrepresented gender by June 2026. For many Euronext Athens issuers, particularly family-controlled groups with long-standing board structures, achieving the required representation of the underrepresented gender within the applicable timeframe will require meaningful board renewal rather than incremental adjustments.
  • Leveraging technology and artificial intelligence: Artificial intelligence and digital tools offer Greek companies a genuine opportunity to modernise their governance frameworks. Compliance monitoring, board reporting, and risk management processes can all benefit from targeted technological integration, reducing administrative burden while improving accuracy and oversight. Companies that get ahead of this by developing clear internal policies on the responsible use of artificial intelligence — addressing accountability, transparency, and data privacy — will be better placed to capture the benefits while keeping the risks in check.

 

4. How do you ensure high client satisfaction levels are maintained by your practice?

We invest in understanding each client’s sector, ownership structure, and regulatory environment, ensuring that our advice is tailored rather than generic. For listed companies, we maintain a continuous advisory relationship across the governance cycle – covering preparation of the annual general meeting of shareholders, board and committee processes, and ongoing regulatory compliance – rather than engaging only in response to issues. For entities operating in heavily regulated sectors (such as banking, insurance and energy), we provide sophisticated solutions, including advisory on best practices, conflicts of interest, internal investigations, defensive mandates and crisis management. At the same time, we offer training sessions on corporate governance at the clients’ request, with the aim of strengthening organizational oversight, accountability and ethical conduct.

The combination of technical and legal rigour, commercial judgment, and consistent responsiveness has shaped our practice and continues to define the standard we set for every client relationship.

 

5. What technological advancements are reshaping Corporate Governance law and how can clients benefit from them?

Technology is reshaping corporate governance law in ways that are both structural and practical.

Structurally, the rise of digital governance platforms, board portals, electronic voting systems for general meetings and automated compliance monitoring tools has transformed how listed companies manage their governance obligations on a day-to-day basis. Greek law has progressively accommodated remote participation in board and general meetings, a change accelerated by the pandemic and now firmly embedded. For clients, the benefit is not merely administrative efficiency: these platforms generate audit trails and documentation that are genuinely valuable if a decision is subsequently challenged by a regulator or minority shareholder.

On the practical side of compliance with corporate governance requirements, clients can benefit from artificial intelligence tools that can accelerate the pace at which regulatory developments and compliance gaps are analysed, supporting more timely decision-making. These efficiency and cost benefits can only be realised, however, if clients properly manage the risks associated with artificial intelligence tools, such as data privacy and cybersecurity concerns, hallucinations and inaccurate outputs, as well as algorithmic bias in areas like hiring, lending, or monitoring.