ID Exchange of Greece
Independence in statute, not a code: Law 4706/2020 requires one third of a listed board to be independent, ends independence after nine years, and a 2025 amendment lifts the gender floor at large listed companies to one third from 30 June 2026.
Greece rewrote listed-company governance by law in 2020. Law 4706/2020 took board composition, the independence test and the committee structure out of the comply-or-explain code and put them into statute, supervised by the Hellenic Capital Market Commission. Its independence test is among the strictest in Europe — nine years' service, a 0.5% shareholding or a direct appointment by a shareholder each defeats it — and the board must reassess it every year. Law 5178/2025 then transposed the EU gender-balance directive, raising the floor at large listed companies from 25% to one third of the board.
- 1/3
- Minimum share of independent non-executives on a listed board, Law 4706/2020 — at least two
- 9 years
- Board service beyond which a director cannot be independent, Law 4706/2020 art. 9
- 33%
- Board floor for the under-represented sex at large listed companies from 30 June 2026, Law 5178/2025
Can a foreign director sit on a board here?
No nationality or residency test applies to a director of a Greek société anonyme. The constraint is the statutory independence test, which disqualifies some candidates who would be independent elsewhere.
- Residency test
- None.
- Nationality test
- None.
- Work authorisation
- A non-executive director attending board meetings does not need Greek work authorisation. Executive roles for non-EU nationals require a residence permit for work.
- Board language
- Statutory documents and general-meeting process are in Greek; boards of the large banks and internationally owned issuers commonly work in English.
- Time commitment
- A regular board cycle through the year plus committees; the statute requires at least two independent directors to attend meetings that approve the financial statements.
What you have to do
The appointment steps, in order.
- 1Election by the general meeting against the company's suitability policy, with the nomination committee's recommendation
- 2Obtain a Greek tax registration number (AFM), usually through a tax representative for a non-resident
- 3Registration of the new board composition with the General Commercial Registry (GEMI)
- 4For a bank or insurer, a fit-and-proper assessment by the Bank of Greece or, for significant banks, the ECB
What actually gets in the way
- The rule that a director appointed directly by a shareholder cannot be independent excludes some candidates put forward by anchor investors
- The board must reassess every independent director annually, so a change in a candidate's other roles can cost the seat mid-term
- General-meeting and statutory documents are in Greek; the large banks and internationally owned issuers commonly work in English
Board composition
What Greece requires of a board.
Each requirement is stated as arithmetic against the instrument that creates it, with who it binds. Nothing here is characterised as compliance or non-compliance — that is a legal conclusion about a specific company, and it is not ours to draw.
| Requirement | Threshold | Basis | Applies to |
|---|---|---|---|
| Independent non-executive directors | At least one third of the board, and not fewer than two | Law 4706/2020, art. 5 | Companies listed on a regulated market in Greece |
| Gender composition | At least one third from the under-represented sex at large listed companies from 30 June 2026; at least 25% at others | Law 4706/2020 as amended by Law 5178/2025 | Listed companies |
| Remuneration and nomination committees | At least three non-executive members, a majority independent, chaired by an independent director | Law 4706/2020 | Listed companies |
| Board leadership | The chair or, alternatively, the vice-chair must be non-executive | Law 4706/2020 | Listed companies |
Independence and tenure
How long you may serve, and what ends it.
- Tenure cap
- Nine financial years' cumulative service on the board of the company or its related companies — a statutory limit under Law 4706/2020 art. 9, not a code recommendation.
- Cooling-off
- Three financial years since employment or management with the company or a related company, since a significant business relationship, or since working for its present or former external auditor.
Other tests
- Holding more than 0.5% of the company's voting rights, directly or indirectly
- Having been appointed directly by a shareholder, or representing holders of 5% or more of the votes
- Receiving significant remuneration from the company, or taking part in a performance-linked share or pay scheme
- Being a close family member of a director, senior manager or holder of 10% or more of the share capital
What a seat pays
Fees are highest at the systemic banks and the largest Euronext Athens issuers and fall steeply beyond them; each company discloses directors' pay in its annual remuneration report.
- Where this comes from
- Directors' remuneration follows a policy approved by the general meeting, with an annual advisory vote on the remuneration report, and the remuneration committee's recommendation.
- Committee uplift
- Audit-committee and committee chairs carry a premium; the chair is a distinct market.
- Tax
- Directors' fees from a Greek company are Greek-source income subject to withholding for non-residents; treaty relief depends on the director's residence.
The instruments this page relies on
Law 4706/2020 on corporate governance · art. 5
The board of a listed company must consist of executive and non-executive members, with independent non-executives making up at least one third of the board and never fewer than two.
Hellenic Republic
Law 4706/2020 on corporate governance · art. 9
Sets the independence test, which must be met on appointment and throughout the term and reassessed by the board annually. It fails on a holding above 0.5% of voting rights, more than nine financial years' cumulative board service, or a direct appointment by a shareholder, among other criteria.
Hellenic Republic
Law 4706/2020 on corporate governance · art. 3
Requires every listed company to adopt a board suitability policy, approved by the general meeting, covering individual and collective suitability and gender representation.
Hellenic Republic
Law 5178/2025
Transposes Directive (EU) 2022/2381. From 30 June 2026 large listed companies must have at least one third of the board from the under-represented sex, and at least one such executive where there are three or more executives; other listed companies keep the 25% floor. The HCMC can reprimand or fine for non-compliance.
Hellenic Republic
Law 4449/2017 · art. 44
Requires a listed company to have an audit committee, formed as a board committee or as an independent committee elected by the general meeting, with a majority of independent members and an independent chair.
Hellenic Republic
Hellenic Corporate Governance Code 2021
Comply-or-explain. Adds best practice on board operation, evaluation and succession above the statutory floor set by Law 4706/2020.
Hellenic Corporate Governance Council
Diversity requirements
Stated as the rule states it — quota, target or disclosure obligation.
- Law 4706/2020 set a 25% floor for the under-represented sex on listed boards through the suitability policy.
- Law 5178/2025 transposes Directive (EU) 2022/2381: from 30 June 2026 large listed companies need at least one third of the board from the under-represented sex, with a preference rule for the under-represented sex between equally qualified candidates and HCMC sanctions for non-compliance.
How this regime map is maintained
Every requirement on this page is cited to the instrument that creates it, and the review date states when a person last checked it against the primary source. Nothing here is legal advice: rules change, and transitional provisions frequently apply. Verify against the primary instrument before you rely on it.
This regime map was last reviewed against primary sources in September 2026.
The demand thesis
Why seats open in Greece — and how an outsider reaches one.
This section is our reading of the market, not a statement of law. It is separated from the rules above for exactly that reason.
Why seats open
- The nine-year statutory limit produces a hard, dated refresh of independent directors across every listed board.
- The move from a 25% to a one-third gender floor at large listed companies forces appointments at boards that complied with the old rule.
- Bank reprivatisation and the return of international investors to Greek equities have raised the standard expected of boards and audit committees.
- Energy transition, infrastructure and shipping-linked groups need directors who have governed large capital programmes abroad.
How you get in
- Audit-committee seats, where the statute requires independent members and audit or accounting expertise
- Bank and insurer boards, where prior regulated-board experience helps clear the fit-and-proper assessment
- Energy, infrastructure and utilities issuers with international shareholder registers
- Family-controlled listed groups professionalising their boards to meet the 2020 law
What this market is short of
- Chaired an audit committee
- Professional accounting qualification
- Banking, insurance or asset management at board or C-suite level
Most receptive sectors
Live mandates
1 mandate in Greece.
Statutory board seats, interim leadership and advisory engagements, on one board. Every brief states its provenance.
Questions
Greece, answered directly.
Is Greek board independence a code recommendation or law?
Law. Law 4706/2020 requires at least one third of a listed board, and never fewer than two members, to be independent non-executives, and sets the independence test in article 9. The board must reassess each independent director every year.
How long can a Greek independent director serve?
No more than nine financial years, counted cumulatively across the company and its related companies at the time of election. After that the director may stay on the board, but not as an independent.
What changed for Greek board gender balance in 2025?
Law 5178/2025 transposed the EU gender-balance directive. From 30 June 2026 large listed companies must have at least one third of the board from the under-represented sex, up from 25%, and must apply a transparent selection procedure that prefers the under-represented sex between equally qualified candidates.
ID Exchange of Greece
Is Greece actually one of your markets?
The mobility index scores it against your own record across four named components — corridor strength, legal openness, what this market is short of, and the language its boards work in — and tells you plainly when the answer is no.