Inside the Boardroom
By Alexandra Loli, PhD | Business Partners, Mar-Apr, 2026

Trust, accountability, transparency, and effective leadership have become defining pillars of sustainable business success. At a time when organizations are called upon to navigate constant disruption, heightened stakeholder expectations, technological transformation, and an increasingly demanding global environment, corporate governance plays a central role in shaping resilient institutions and responsible leadership cultures.
Strong governance is ultimately not only about structures, policies, or regulatory frameworks. It is about the quality of leadership, the ability to make strategic decisions with integrity and foresight, and the capacity of organizations to create longterm value while maintaining the trust of shareholders, employees, customers, and society as a whole.
For Greece, strengthening corporate governance standards is closely connected with enhancing competitiveness, attracting investment, reinforcing institutional credibility, and building organizations capable of succeeding in an increasingly international and fast-changing economy.
At the American-Hellenic Chamber of Commerce, we strongly support initiatives that encourage meaningful dialogue, the exchange of best practices, and the advancement of modern governance principles aligned with international standards.
It is therefore a great pleasure to present this special Thought Leaders edition, featuring valuable insights from distinguished leaders who are shaping the future of governance in Greece and internationally.

In an increasingly complex and shifting business environment, where meaningful dialogue and the exchange of best practices are more important than ever, corporate governance is emerging as a core driver of sustainable growth, institutional resilience, transparency, and responsible leadership.
This special Thought Leaders section, titled Inside the Boardroom: Perspectives on Governance, complements the conference with valuable insights and forward-looking perspectives from respected leaders across sectors.

An effective corporate governance system must balance regulation with competitiveness.

Excessive regulation can lead to compliance paralysis, diverting valuable resources from competitiveness to bureaucracy

Regulation promotes transparency, accountability, and fairness, which are essential for investor confidence, risk management, and trust. Strict reporting requirements and internal controls help assure investors that a company’s financial information is reliable. Clear governance rules also help prevent conflicts of interest, executive overreach, and systemic failures. In addition, strong governance structures can reduce the cost of capital and improve access to funding.

By contrast, excessive regulation can lead to compliance paralysis, diverting valuable resources from competitiveness to bureaucracy and unproductive reporting. Governance frameworks are costly and resource-intensive, and these burdens fall disproportionately on smaller companies. Competitive markets demand quick decisionmaking. Moreover, excessive board oversight or inflexible regulations can hinder a company’s ability to respond promptly to market changes.

In Greece, Law 4706/2020 and the related decisions of the Hellenic Capital Market Commission have been instrumental in introducing important corporate governance rules and helping companies apply them. However, an imbalance remains between this mandatory, detailed framework and the more flexible comply-or-explain approach of the Greek Corporate Governance Code. Many companies, especially smaller listed ones, view compliance with the current framework as burdensome and costly.

Five years after Law 4706/2020 came into force, it may be time to move away from highly prescriptive corporate governance rules toward a more mature system of self-regulation. Companies should be given greater flexibility to choose the governance model that best suits them, while weighing the advantages and disadvantages of that choice.

Boards regularly get criticized for failing to meet expectations, by regulators, investors, or stakeholders. In some instances, that criticism is deserved. But might it also be the case that some of those expectations are unrealistic?
When the principles of corporate governance we still use today were first codified by the OECD back in 1999, expectations of boards were relatively limited by comparison. The original OECD Principles of Corporate Governance identified seven functions for the board, including setting strategy, appointing and remunerating senior management, managing conflicts of interest, and ensuring the integrity of the financial reporting systems.
Those core responsibilities remain, but the list of issues that boards are now expected to be directly responsible for is much longer. There are many reasons for that, among them more regulation, more public scrutiny, and issues such as sustainability, resilience, and AI that have become more prominent in the last 25 years.
In parallel, the world in which boards are working and the risks that companies face are now more complex. Some would argue that the idea that companies operate within a business environment that is essentially friendly and quite predictable is no longer valid. If that is the case, is it realistic to believe that any group of eight to ten people—no matter how well chosen, qualified, and diligent—can have the capacity to deal adequately with everything now on a board’s agenda? If not, is it now time to reassess the role of the board and some of our assumptions about how boards should be structured and operate?

Corporate governance is not merely evolving; it is being redefined. Organizations that recognize this shift early gain a competitive advantage that is difficult to replicate.
For decades, governance was largely defined by what it sought to prevent: violations, risks, and deviations. The dominant question in boardrooms was: “What must we avoid?” Today, modern governance is driven by a different question: “What can we build for the next day?”
In an environment shaped by technological acceleration, evolving regulatory requirements, and rising expectations from investors and society, internal audit and compliance are no longer functions of purely defensive management. When boards and executive leadership choose to listen, they become powerful sources of strategic intelligence.
Contemporary business thinking holds that organizations that treat governance as a lever for performance, rather than simply a cost of compliance, are the ones that build resilience in times of growth and endure in times of disruption.
The next generation of governance requires boards that think ahead. That assess not only today’s risks but also tomorrow’s strategic position. That embed digital maturity, sustainability, and social impact at the core of decisionmaking, not at the margins. And that treat transparency as an investment in trust—trust from markets, employees and society
Longterm value is rarely the result of fortunate decisions alone. It is built through leadership that governs with intent, encourages open dialogue, and remains guided by a clear sense of organizational purpose.

Corporate governance has evolved beyond a framework of rules and procedures. Today, it is a fundamental pillar of market integrity, corporate resilience, and sustainable value creation. Effective boards are central to this objective. They must combine independence, diversity of expertise, and sound judgement to provide strategic direction, oversee risk, and ensure accountability.
In Greece, the corporate governance reform introduced by Law 4706/2020, following proposals by the Hellenic Capital Market Commission (HCMC), marked a significant milestone in aligning the governance framework of listed companies with internationally recognized standards, including the OECD Principles of Corporate Governance. The reform strengthened board independence, enhanced transparency and accountability, and reinforced the role of governance in longterm strategy and risk oversight. Since then, the HCMC has actively supported implementation through regulatory decisions, guidance, and supervisory engagement.
Good governance also requires rigorous board evaluations, effective succession planning, and comprehensive documentation of board deliberations and decisions. Proper record-keeping is not a procedural formality; it is the foundation of accountability and the institutional memory that enables organizations to demonstrate consistency, transparency, and sound decisionmaking.
Diversity remains a key contributor to board effectiveness. The gender representation requirements proposed by the HCMC and introduced through Law 4706/2020 have contributed to increasing women’s participation on the boards of Greek listed companies from 11% in 2019 to approximately 30% in 2026. Further progress is expected with the implementation of the Women on Boards Directive.
The completion at the end of March of the second assessment of the adequacy and effectiveness of internal control systems by listed companies highlights another critical governance pillar. Effective internal controls enhance decisionmaking, strengthen transparency, and build trust among investors, financial institutions, and other stakeholders.
Sustainability reporting requirements evolve under Directive (EU) 2026/470, which amends the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CSDDD) and is designed to reduce the reporting burden, narrow the scope of mandatory compliance to the largest entities, and give an opportunity to boards to focus on material risks and longterm value creation while maintaining high standards of governance and transparency.

Boards of directors and major owners want good news. The challenge is that the most valuable information is often not the good news but the early warning, the difficult question, or the uncomfortable observation coming from within the organization.
Effective governance starts with communication. Boards and business owners should maintain an open and constructive dialogue not only with senior management but also with middle management and the leaders of the second line of defense, such as risk management and compliance, and the third line of defense, internal audit. These functions see different parts of the picture and can highlight issues before they become headlines.
Listening is not a sign of weakness; it is a sign of wisdom. When people feel heard, they are more likely to raise concerns, challenge assumptions, and contribute ideas that improve decisionmaking.
Management committees, whether formal or informal, can play a particularly useful role in this process. Acting as a bridge between the board and operational teams, a management committee helps translate strategy into action, escalates emerging risks, and ensures that important messages travel in both directions. Think of it as the organization’s communication roundabout: Information flows more smoothly when everyone knows where to enter and exit.
In the end, strong governance is not just about reports, dashboards, and approvals. It is about creating an environment where information can travel freely and where every important voice has a chance to be heard. After all, sometimes the best advice in the boardroom starts outside it.
To slightly change the title of one of my favorite late 80’s songs by Roxette: Listen to your staff.

Boards and executive teams operate today in an environment where speed, complexity, and scrutiny have intensified simultaneously. Recent global insights from the PwC’s Board Effectiveness: A survey of the C-suite show that, while confidence in board performance is steadily improving, expectations are rising even faster, with effectiveness increasingly defined by how well boards anticipate change, respond with speed, and stay aligned under pressure.
Five key conclusions emerge from the survey:
1. Closeness to the board can be mistaken for alignment: Executives with direct board exposure rate it more favorably, masking broader perception gaps. Boards should engage a wider group of senior leaders for a more objective view.
2. Director capacity and agility are being tested: Overboarding, slower response to emerging risks, and lagging digital fluency are challenging boards to rethink composition, agenda design, and information flow.
3. AI ambitions outpace boardroom adoption: Boards must move beyond cautious experimentation toward a deliberate approach to AI in preparation, deliberation, and oversight, while preserving director judgment.
4. Board assessments must lead to action: Findings should shape succession, refreshment, and skills priorities, driving genuine evolution rather than tick-the-box compliance.
5. Effective oversight is a shared responsibility: Boards need transparent management input, but must equally foster candid dialogue, welcome dissent, and acknowledge how board input shapes decisions.
These findings align with the Committee of Sponsoring Organizations of the Treadway Commission’s (COSO) recently published Corporate Governance: Guiding Principles for Board Oversight, developed with PwC, which shifts boards from compliance monitors to purpose-driven strategic partners in value creation—promoting dynamic composition, culture monitoring, two-way board-management dialogue, integrated technology and AI oversight, and impactful evaluations.
Both perspectives lead to one conclusion: Effective board governance today is no longer about structure alone. It is about agility, candor, composition, and continuous adaptation with the business.

Board effectiveness is highly related to the value of its oversight role. Audit and finance oversight is one of the main focus areas of boards, with audit committee members playing an essential role in financial reporting, internal controls, risk management including cyber risk and fraud, external auditors, internal auditors, compliance, sustainability reporting, and ethics.
Audit committees report to the board regularly on their responsibilities, activities, issues encountered, and recommendations and work closely with the boards to enable the organization to effectively address traditional and modern challenges.
In recent years, climate oversight has also been added to boards’ agendas. In order to provide meaningful oversight, boards must understand two distinct aspects of the company’s climate profile: how the company impacts the climate and climate-related matters and how the climate and climate-related matters impact the company. All companies have a role to play in the transition to a cleaner economy, even if it is only in reducing their direct greenhouse gas emissions and shifting to renewable sources of energy.
Board oversight of company culture ensures that culture is a regularly scheduled board agenda item. Boards review culture and oversee how culture is defined and aligned to strategy based on a comprehensive range of captured information. Accountability is created for how culture is communicated and lived.
Nomination and compensation committees ensure that the structure supports the desired culture and ethical remuneration behavior and consider culture in director selection.
Board oversight of strategy allows board members to answer questions on customer needs the company is targeting, competitors and competitive strategy, profitability, and strategic risks.
Today’s boards face increased challenges that go beyond effective oversight to continuously growing board governance and longterm value creation for shareholders.

Governance, beyond its compliance dimension, operates as a structural force that shapes both performance outcomes and organizational resilience. At the center of this dynamic lies the board of directors, not merely as a supervisory body, but as an active architect of vision and direction. The effectiveness of governance is therefore inseparable from the quality of board operations, how they drive growth and safeguard trust.
Legal requirements, either through commercial law or corporate governance law, especially for listed entities, often heavily define the way boards operate, regardless of the company’s size and operating industry. This sometimes leads to stiff internal structures. It leads, for example, to remuneration committees being part of boards with no option of being organized differently, giving boards the ability to have a different role and to power growth without abandoning principle.
The challenge for modern governance is not compliance—it is relevance. While remuneration is a scrutinized issue with improved reporting taking place, linking it to strategic outcomes and integrating reward frameworks needs some focus. Remuneration committees are increasingly transparent about their rationale, shareholder engagement, and use of external consultants. Yet, fewer companies explain how remuneration supports purpose in a meaningful way. In other words, how annual bonuses are tied to culture.
The board shapes performance not by intervening in operations, but by defining the boundaries within which performance can be pursued—risk appetite, strategic priorities, and acceptable trade-offs. When this leadership reaches maturity, strategy is not a static plan but a continuously recalibrated trajectory, informed by structured debate and forward-looking analysis.
Where boards link culture and performance effectively, reporting and outcomes gain context and meaning. It is crucial for companies to explain how remuneration supports longterm strategy in a meaningful way. This should be one of the basic purposes of a remuneration policy. If it does not support the strategy of the organization, then there is a risk that the wrong outcomes are being rewarded.
The safeguards of the cultural and strategic dimension of remuneration should be placed in the boardroom, while the legal framework should embrace the flexibility of the governance structure for companies’ differentiated needs.

Corporate governance has long been an important consideration in both the United States and Greece, as transparent markets and responsible corporate practices can accelerate economic growth and deepen confidence among international partners and investors. Good governance requires a foundation, including clear rules on disclosure, shareholder rights, and accountability.
As noted in Politics, Aristotle observed that no single constitution suits every city; laws must reflect the circumstances of those they govern, and no single framework, however well-designed, fits every city, every people, or every situation. The same might be said for corporate governance. Different companies, industries, and investor bases have different needs. Governance structures that work well for a large publicly traded corporation may not fit a family-controlled enterprise or a growth-stage company accessing capital markets for the first time.
The question is how much of corporate governance should be prescribed by law and regulation. In my view, a balanced approach, one that sets clear foundations while allowing companies flexibility, can best meet the needs of diverse market participants. Companies and their shareholders are best positioned to determine what governance structure fits their particular circumstances. Prescriptive mandates can result in governance becoming a compliance exercise rather than a true accountability mechanism.
Aristotle’s insight was not that rules do not matter—it is that context does. Rules work best when they leave room for judgment, circumstance, and the wisdom of those closest to the ground.

The provision of Article 81 of Law 4548/2018 that allows alternate board members to be elected by the general meeting or appointed by a shareholder with the right of appointment offers advantages that have likely not been fully realized by the market. It can function as an institutional mechanism for proactive board succession planning. This is further confirmed by Article 82 of Law 4548/2018, as the election of alternate members renders redundant the triggering of contingent—and not inconsequential to internal corporate stability—mechanisms to fill board vacancies: co-optation by the remaining board members; continuation of management and representation by the remaining members, provided there is an opt-in clause in the articles of association; or convening of a general meeting for the exclusive purpose of electing a new board of directors.
Thus, Article 81 of Law 4548/2018 should not be seen as a purely technical rule for filling board vacancies but as a mechanism for board succession planning. Viewed in this light, it aligns with and complements the relevant provisions of Law 4706/2020 (Article 3 et seq.). The suitability policy, the procedures for selecting, replacing, and renewing members, and the obligation to maintain an appropriate collective composition of the board embody this mechanism’s core operational elements. In this sense, the alternate board member under Article 81 should be viewed not as an occasional reserve but as a predetermined successor, capable of ensuring continuity of management, independence, collective suitability, diversity of skills, and the effective operation of committees. In the same vein, particular significance is attached to the right of alternate members to attend meetings in a non-voting capacity and to express opinions subject to authorization from the board’s Chair (Article 81, paragraph 3 of Law 4548/2018). This provision allows alternate members to gain insight into corporate affairs and the requirements of the role and to familiarize themselves with the company’s strategy and risks, with the ultimate goal of ensuring streamlined succession and management continuity.
In conclusion, leveraging Article 81 of Law 4548/2018, in conjunction with the relevant provisions of Law 4706/2020, as a tool for proactive succession planning can enhance board resilience, continuity, and operational readiness.