GREECE Law and Practice Contributed by: Paris Tzoumas, Vivian Efthymiou and Dimitrios Mekakas, Zepos & Yannopoulos
Hellenic Corporate Governance Code In addition, Greek credit institutions that are listed on the ATHEX must also comply with the corporate governance requirements of Greek law 4706/2020. In June 2021, a new Hellenic Corporate Governance Code (“the Code”) was issued by the Hellenic Corporate Governance Council for listed companies. The Code is volun - tary and facilitates the formulation of corporate governance policies and practices, which listed companies must follow depending on the char - acteristics of each company. Code of Ethical Conduct Finally, the BoD must adopt a Code of Ethical Conduct applied by the management and all the staff of the credit institution on the basis of gen - erally accepted principles (diligence, efficiency, responsibility, professional secrecy, etc). 4.2 Registration and Oversight of Senior Management The members of the BoD and senior manage - ment are proposed by the nomination committee to the BoD or the shareholders’ general meeting, respectively, on the basis of suitability criteria including their honesty, integrity and independ - ence of mind promoting the diversity of the man - agement bodies. Senior management (including the key function holders) is finally appointed by the BoD, whereas directors are elected by the The BoD members and the senior managers of Greek credit institutions must meet specific suitability requirements and are subject to “fit and proper” assessment by the BoG/ECB (as the case may be) to assess that the BoD mem - bers and senior managers are of sufficiently good repute and possess sufficient knowledge, skills and experience to perform their duties and shareholders’ general meeting. “Fit and Proper” Assessment
act with honesty, integrity and independence of mind. The BoD must also possess adequate collec - tive knowledge, skills and experience to be able to understand the credit institution’s activities, including the main risks. The overall composi - tion of the BoD will need to reflect an adequately broad range of experience. The key function holders – namely, the head of internal audit, head of risk management, head of compliance, chief financial officer, internal audit committee’s members and money laundering reporting officer (MLRO) – are also subject to the above criteria and the “fit and proper assess - ment” by the BoG/ECB (as the case may be). The fit and proper assessment shall be carried out by virtue of BoG Act 224/21.12.2023. More specifically, the persons appointed to hold any of the above positions must submit to the BoG, through the credit institution, a completed questionnaire on the “fit and proper” assessment of the BoD members and key function holders. BoD Roles and Accountability The BoD defines, oversees and is account - able for the implementation of the governance arrangements that ensure effective and prudent management of the credit institution, including the segregation of duties in the organisation and the prevention of conflicts of interest. Such arrangements are in line with the following prin - ciples: • the BoD has overall responsibility for the credit institution and approves and oversees the implementation of the credit institution’s strategic objectives, risk strategy and internal governance;
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