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Executive Summary for the Governance Element of ESG [G of ESG]

This robust and condense, yet all-inclusive Guide provides you with information on the importance of compliance with the G of Governance through the lens of Greek soft law and hard law Legislation. In this context the function and constraints of the Board of Directors in the Société Anonyme is reflected on and a detailed account of the logistics around good governance is provided, including the outlining of what the total number of the members of the Board of Directors of the Société Anonyme (whether listed or not) would be and on what criteria that would be determined. The Guide offers a unique take on controversial issues surrounding good governance and the command structure in companies with various variables such as size and shareholder synthesis, making concrete suggestions for companies to adopt in terms of tailoring a clear chain of command to your company relevant to the G of ESG compliance. Key issues explained by the Guide concern how the Chairman/Deputy Chairman is elected and what the governance role of the Chairman entails in the context of the overall role of governance of the Board of Directors. These roles are further contrasted to the role of the General Assembly with the Guide specifically considering how the various shareholder types of body and synthesis alternatives thereof can impact the company’s corporate chain of command and decision-making. With a focus on Medium to Large Listed Companies the Guide explores the different types of Board Members and provides guidance on how companies can distinguish between them, who comes to determine the status of board members and if there is an ideal number of Executives, Non-Executives and Independent Directors that comprise the Board of Directors, from a good governance perspective. All themes are analysed for both Listed Companies and Non-listed companies under Greek law where relevant. A structured outline of the core legal duties of the members of the Board of Directors under Greek law is provided. The Hellenic Corporate Governance Code provisions are also examined, as they are of relevance to companies of all sizes and forms that wish to build on their ESG Governance irrespective of whether compliance is mandatory or not. Specific provisions considered are ones that regulate governance issues in relation to both the shareholders and the stakeholders of the company with emphasis on the indicative mechanisms of communication and connection with both types of constituencies. The Guide also usefully provides readers with an outline of what is required to be included in the Corporate Governance Statement as per the provisions of Law 4548/2018. Last, it elaborates on the G of ESG guidelines from the ESG Reporting Guide of the Athens Exchange to better assist Greek companies navigate their overall compliance of good governance with ESG metrics. 

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