Corporate Governance

The new regulatory framework for Listed SAs.

Law 4706/2020 and the new regulatory framework for Listed SAs.

The new Law 4706/2020 shapes a new regulatory framework for the Sociétés Anonymes (SAs) listed on the Athens Stock Exchange (ATHEX).
From July 2021, the SAs which are subject to the new law are required to comply with a range of new requirements regarding the design and the implementation of a corporate governance model, by re-defining the way their Board of Directors and the independent committees operate, re-designing their internal control system, introducing independent functions of risk management and regulatory compliance, as well as by upgrading the internal control function and introducing regular independent evaluation processes of both the internal control system and the corporate governance system. In this context, emphasis is given to the structure, the role and the operation of the Audit Committees.

For the listed SAs on the Athens Stock Exchange, management’s compliance to the new regulatory framework is a dynamic process which will be provisioned by a modern Corporate Governance Code, and will be shaped according to the special characteristics and needs of each company.
Crowe Greece Corporate Governance Services
Crowe Greece offers a complete set of advisory and assurance services aiming to support and assist the process of compliance of those SAs which are subject to the law within the new framework. Crowe Greece also supports them in making strategic decisions regarding the selection of the appropriate corporate governance model and the adoption of an adequate Corporate Governance Code.

Advisory Services

Crowe Greece, taking under consideration the size, the nature and the complexity of the activities and the characteristics of each company, both as a sole entity or as a group, renders the following advisory support services:

Design of the appropriate corporate governance model of both the company and the group

Design and preparation of the appropriate Corporate Governance Code of both the company and the group

Planning the operation of the independent committees of the company and the group and the formulation of their relevant regulations

Operation of the Audit Committee

Operation of the Remuneration and Nomination Committees

Design of an adequate internal control system for the parent entity and its subsidiaries

Preparation of the company’s and group’s regulation as well as other regulations required by the new regulatory framework

Design of the special independent risk management and regulatory compliance operations and their policies at corporate and group level

Design of the independent internal control operation for the company and the group

Design and development of the internal control methodology

Design and development of methodologies and tools of risk management and regulatory compliance

Training of the executives, the senior management and the independent functions on corporate governance and financial reporting issues

Implementation Stages

Crowe’s methodology for the execution of corporate governance projects consists of four implementation stages:

Diagnostic control

In the first phase, the current situation is recorded and the degree of company’s compliance with the existing regulatory framework and any deviations are identified. Upon completion of the first phase, a special memorandum is prepared, which is submitted to the management and to those responsible for the corporate governance of the company.

Project design

In the second phase, the peculiarities of the assignment are detected so that the project approach and the respective processes are designed. At this stage, the project’s timeline, including tasks, deliverables and dates, is agreed.

Processes implementation

During the third phase of the implementation, the processes decided in the previous phase are carried out based on the implementation schedule.

Completion of project and preparation of reports and other deliverables

In the last phase, the project completion processes are performed, and the end deliverables are finalized. For discussion purposes, the final deliverables are submitted in the form of plans to the management and to those responsible for the corporate governance. Following the end of the discussions and taking into consideration any remarks and comments made, the end deliverables are finalized.

Assurance and Related Services

Crowe Greece, provides assurance services regarding a company’s compliance with the requirements of the current legislation on corporate governance in Greece. Furthermore, it renders assurance services, by performing evaluation projects on all or parts of the corporate governance system and the internal control system. These assignments include:

Competence and effectiveness assessment of the corporate governance system

Competence and effectiveness assessment of the internal control system

The assessment of the operation of the Board of Directors and other supreme management bodies

The assessment of the operation of the Audit Committee

The assessment of the operation of the Remuneration and Nomination Committees

Competence and effectiveness assessment of the internal control management and the relevant independent operation

Competence and effectiveness assessment of the risk management function

Competence and effectiveness assessment of the regulatory compliance function

The assessment of operation of the other independent committees

The execution of special internal control projects

The execution of compliance project procedures

The execution of special projects on computer systems procedures

The execution of special fraud investigation projects

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Stamatis Dritsas

Deputy CEO, Crowe Greece Advisory
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