GREECE Law and Practice Contributed by: Aris Papaspyridis, Virginia Kokios and Konstantinos Kounelis, AP Legal
decisions of the board of directors and the general meeting, and keep the other members of the board of directors informed of the company’s affairs. • Fiduciary duty (duty of care and loyalty) ‒ members of the board of directors must manage the com- pany’s affairs and business activities in a diligent and prudent manner and must refrain from acting in pursuit of self-interest and from exploiting their position in the company. • Conflicts of interest – members of the board of directors have a duty of loyalty to the company. The prohibition of conflicts of interest constitutes a specification of the duty of loyalty owed by board members towards the company. • Prohibition of competition – members of the board of directors who are involved in any way in the management of the company are prohibited from performing, without the permission of the general meeting, acts that fall within the scope of the com- pany’s objectives (ie, competing with the compa- ny), either personally or on behalf of third parties. 9.2 Special or Ad Hoc Committees According to Law 4706/2020, listed companies have an audit committee (as mandated by Article 44 of Law 4449/2017), a remuneration committee, and a nominations committee. The remuneration commit- tee formulates proposals to the board on the com-
pany’s remuneration policy, determines remuneration for persons falling within the scope of the company’s remuneration policy, and determines the remuneration of the company’s senior executives – in particular, the head of the internal audit unit. The nomination com- mittee identifies and proposes suitable candidates for board membership, following a procedure set out in the company’s internal regulation, and applies the cri- teria defined in the company’s fit-and-proper policy. 9.3 Role of the Board The board has a primary role in everything. Its duties depend on whether the transaction is a negotiated private deal or a public takeover offer. When a pub- lic takeover is formally announced, the board’s role becomes regulated and constrained by principles of neutrality and equal treatment under EU law. In big companies with many shareholders, litigations against In Greece, it is customary for directors to seek inde- pendent outside advice, both legal and financial, in connection with a takeover or business combination. There is no single provision in Greek law that man- dates a “fairness opinion”; rather, several legal and regulatory provisions make independent professional advice effectively essential in practice. resolutions of the board may occur. 9.4 Independent Outside Advice
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