S. Mouzoulas, Corporate Governance and the Modern Capital Market, vol. 1, 2021

S. Mouzoulas, Corporate Governance and the Modern Capital Market, vol. 1, 2021


The work constitutes the first in-depth and thorough interpretative approach to articles 1-36 of Law No. 4706/20. The scope of the study is not limited to the provisions included in the chapter formally entitled "corporate governance" in the aforementioned law, but also extends to those provisions which incorporate Directive 2017/828/EU into Greek law and which regulate governance issues such as shareholder identification, the exercise of shareholder rights, the active participation policy of institutional investors and asset managers and transparency in relation to proxy advisory services. In addition, the project includes, in the context of the examination of the board committees, an independent detailed interpretation of Article 44 of Act No. 4449/17 on the audit committee, while particular emphasis is placed on the internal audit and regulatory compliance functions as part of the company's organisational structure, which is reflected in the company's operating regulations.

The article-by-article interpretation of the provisions of Law no. 4706/20, aims not only to address the practical issues raised by their implementation, but also to analyse the more general system of corporate governance introduced by the above law, in relation to the EU legislation and to Law no. 4548/18 on public limited companies. Therefore, both poles of power in the public limited company, the board of directors and the shareholders, are covered, focusing both on their hierarchical position in the structure of the company and their cooperation for the proper functioning of the company. With regard to the board of directors in particular, the different tasks undertaken by its executive, non-executive and independent members are distinguished, while the differentiation of its composition and the suitability of its members are specified. The articles of the law are also approached in the light of an evaluation of the corporate governance system of Law No. 4706/20 with reference to the positions of the Securities and Exchange Commission, as expressed in its relevant decisions and circulars.

The project, therefore, not only serves as a guide for the implementation of the new obligations established by this law, but - at the same time - seeks to become a reference point for the corporate governance system currently in force in Greece.