Greece: the 2021 edition of the Hellenic Corporate Governance Code

Rather belatedly, I note that a new edition of the Hellenic Corporate Governance Code was published earlier this year by the Hellenic Corporate Governance Council. A copy, in English, is available here.

Greece: HCGC consultation - good governance for non-listed companies

The Hellenic Corporate Governance Council has published for public comment a document setting out the 'special practices of good governance' for non-listed companies: see here (pdf). Further information is available in the accompanying press release (here, pdf) and responses should be submitted by 1 June.

Greece: The Hellenic Corporate Governance Council's code for listed companies

The codes and principles directory maintained by the European Corporate Governance Council has been updated to include a copy of the corporate governance code for listed companies recently published by the Hellenic Corporate Governance Council: see here.

Europe: regulatory action on short selling - statement from the ESMA

The European Securities and Markets Authority has published a statement with regard to recent discussions between Member State authorities concerning the short-selling of shares in credit institutions: see here (pdf). The statement notes that authorities in Belgium, France, Italy and Spain have imposed or extended existing short-selling bans (a ban was introduced in Greece earlier this month) and that these measures have been aligned in the absence of a common EU legal framework governing short-selling. In the UK, it has been reported that the Financial Services Authority has said that it has no plans to introduce a ban: see here.

Greece: SEV's corporate governance code for listed companies

The Hellenic Federation of Enterprises (SEV) has published a new edition of the corporate governance code it published ten years ago: see here (English, pdf) or here (Greek, pdf).

Greece: SEV consults on revised corporate governance code

The Hellenic Federation of Enterprises (SEV) has published for consultation a revised edition of its 2001 corporate governance code: see here (pdf).

Europe: EU law and penalties on public company shareholders

The European Court of Justice delivered its opinion in Idrima Tipou AE v Ipourgos Tipou kai Meson Mazikis Enimerosis (Case C‑81/09) earlier this week: see here. The court found that the imposition of penalties on the shareholders of public companies operating television stations was contrary to the principles of freedom of establishment and free movement capital, as (now) found in Articles 49 and 63 of the Treaty on the Functioning of the European Union. A summary of the opinion is available here (pdf).

Under the Greek law in question, shareholders in companies operating television stations were subject to a maximum holding of 25% and those shareholders holding over 2.5% of the share capital were potentially subject to penalties where the company infringed certain broadcasting rules. This latter rule was introduced to create an incentive for shareholders to ensure companies' compliance.

The court held that the First Company Law Directive (68/151/EEC) did not prohibit rules under which shareholders were held liable for a fine imposed on a company. It found, however, that the liability rule had a deterrent effect on investors, affecting their access to the equity market. The court observed (at paras. 57 to 59);

The national measure allows shareholders of a public limited company in the television sector to be held liable for fines imposed on that company in order that they see to it that the company observes Greek legislation and rules of good conduct, whereas the powers accorded to those shareholders by the rules applicable to the operation of public limited companies’ organs do not actually give them a possibility of so doing.

Furthermore, although the measure is applicable without distinction to Greek investors and investors from other Member States, its deterrent effect is greater for investors from other Member States than for Greek investors.

Inasmuch as the objective of the Law is to induce shareholders to ally themselves with other shareholders in order to be able to influence the decisions of the company’s management, even though this option is applicable to all shareholders it is indisputably much more difficult for use to be made of it in the case of investors from other Member States who know less about the realities of media life in Greece and are not necessarily acquainted with the various groups or alliances represented amongst the shareholders of a company holding a licence to found, establish and operate a television station".

Europe: implementation of the Shareholder Rights Directive

The European Commission has announced that it has referred Belgium, Cyprus, Greece, Spain, France, Luxembourg, The Netherlands and Sweden to the Court of Justice for late implementation of the Shareholder Rights Directive (2007/36/EC): see here. In its press release the Commission states:

The Shareholders' Rights Directive introduces minimum standards to ensure that shareholders of companies whose shares are traded on an EU regulated market have timely access to the relevant information ahead of the general meeting and simple means to vote at a distance. The publication of documents on the internet as well as enabling proxy voting and electronic participation are important elements of this. The Directive also abolishes share blocking and introduces minimum standards for the rights to ask questions, put items on the general meeting agenda and table resolutions.

While nineteen Member States have already fully implemented the Directive, eight Member States (Belgium, Cyprus, Greece, Spain, France, Luxembourg, The Netherlands and Sweden) still have to implement some or all of its provisions. Incomplete implementation means that shareholders in those Member states do not enjoy the same rights as elsewhere in Europe and are denied the rights the Directive gives them when investing in publicly listed companies. The deadline for implementation was 3 August 2009".