According to Greek law, the directors are freely elected and revoked by the shareholders. An SA requires at least 3 directors, unless the articles of association of the company specify a higher number of managing directors. There is no maximum number of directors that an SA may appoint.
A director’s term of office can never exceed six (6) years, unless prolonged until the next annual general shareholders meeting. Following the end of the director’s term, it is possible for the shareholders to reappoint the same individual to their position.
Generally there are no restrictions on the appointment of a director, and every person, shareholder or not, natural or legal person, Greek or foreign, over 18 years old may become a director; this includes an individual declared as bankrupt. Please note there are some special legislative provisions in place which impose certain restrictions (eg public employees, prosecutors, judges, etc), however breach of these restrictions only incurs administrative penalties and fines on the individual person.
Where a non-EU director is appointed and wishes to reside in Greece, a residence permit must be obtained. Further, there is no specific educational or professional experience required.
Please note that the execution of a labour contract or the granting of remuneration is not a requirement for becoming a director.
When voting on resolutions, a simple majority of the directors present or represented is required. The resolutions are recorded in minutes which are signed by the present directors or the chairman of the board only, or another person appointed for this purpose.
The directors must always work towards serving and enhancing the company’s business objectives and interests as well as securing its viability, progress and efficiency. The directors are prohibited by Greek law from pursuing personal interests which conflict with the company’s interests. The directors must notify the other board members in a manner both timely and clearly when interests arise from transactions of the company, as well as any other conflict of interest with the company or its affiliates and subsidiaries. Further, where interests do arise, the said director is not entitled to vote and must abstain from the relevant processes, otherwise his vote may be held as invalid.
It is forbidden for the directors of the company to undertake, either personally or in collaboration with third parties, without the prior permission of the shareholders, any company objectives, similar business or to participate in partnerships having similar objectives. Where there is a violation of the above, the company is entitled to claim that the transactions of the directors are deemed as having been made on behalf of the company, including any profits made.
Further, generally the directors are not entitled to enter into certain contracts with the company. Specifically, loan agreements and agreements for the granting of credit between the company and its directors or their relatives by blood or marriage. However, please note the granting of guarantees are sometimes permitted under strict conditions.