GREECE Law and Practice Contributed by: Paris Tzoumas, Vivian Efthymiou and Dimitrios Mekakas, Zepos & Yannopoulos
4. Governance 4.1 Corporate Governance Requirements Credit institutions are subject to corporate gov - ernance requirements stemming from Law 4261, which is supplemented by the BoG Governor’s Act 2577/20.3.2006 as amended and in force, which sets out the internal organisation and gov - ernance requirements that all Greek credit insti - tutions must comply with. Other BoG acts must also be taken into account for specific require - ments (such as outsourcing requirements, infor - mation and technology security arrangements, etc). EBA guidelines on internal governance (EBA/GL/2021/05) have not been implemented as such into Greek law, but the BoG has con - firmed that it will comply with them. More specifically, credit institutions must have robust governance arrangements, which include a clear organisational structure with well-defined, transparent and consistent lines of responsibility; effective processes to identify, manage, monitor and report the risks they are or might be exposed to; adequate internal con - trol mechanisms, including sound administration and accounting procedures; and remuneration policies and practices that are consistent with and promote sound and effective risk manage - ment. Diversity policies must be adopted within the context of the policies to be part of the nomi - nation policies and procedures applicable to BoD members, senior managers and key func - tion holders. Such arrangements, processes and mechanisms must be proportionate to the nature, scale and complexity of the risks inherent in the business model and the credit institution’s activities. Greek credit institutions must have the following in place.
• A BoD that has overall responsibility for the credit institution and approves and oversees the implementation of the institution’s stra - tegic objectives, risk strategy and internal governance. At least two of the executive BoD members will effectively direct the busi - ness of the institution. The BoD must have at least one non-executive and independent member or, where certain criteria are met, two non-executive and independent members. The chairman of the BoD cannot, at the same time, be the CEO of the credit institution. The BoD must monitor and periodically assess the effectiveness of the credit institution’s gov - ernance arrangements and take appropriate steps to address any deficiencies. • Committees, including an audit committee, a risk management committee, a nomination committee, a remuneration committee, and others, depending on certain criteria (includ - ing the institution’s total assets). • Internal audit, risk management and compli - ance functions. • An AML/CFT function that must be estab - lished in the compliance unit, including an AML/CFT officer. • A complaints-handling function, an informa - tion technology and security officer, chief finance officer, staff providing the services, etc. Code of Conduct Under Greek Law 4224/2013 Greek credit institutions must also comply with the requirements (including organisation requirements) stemming from the BoG Act 392/31.05.2021 on the revision of the Code of Conduct under Greek Law 4224/2013 when pro - viding credit to customers.
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