Articles 68, 69 and 70 of the coded law 2533/1997 define the Management and Auditory Bodies of the Guarantee Fund.
The Bodies are a) the Board of Directors, b) the Compensations committee, c) the General Assembly and d) the Auditory Bodies.
Board of Directors
The Guarantee Fund is directed by a seven-member Board of Directors and its members are elected for three (3) years by the General Assemblies of the Guarantee Fund Members. Its Members can be reappointed or reelected without any restriction.
Formation into body
The Board of Directors of the Guarantee Fund is composed of seven members as follows:
- One (1) member appointed by decision of the Hellenic Capital Market Commission BoD, to be selected among the members of the BoD of the Hellenic Capital Market Commission which shall ipso jure become the Chairman of the BoD of the Guarantee Fund.
- The President of the Association of Members of the Athens Exchanges (SMEXA) shall ipso jure be a member of the BoD of the Guarantee Fund.
- five members are participating members of the Guarantee Fund who have been informed of any and all obligations towards the Guarantee Fund, of which
- three members shall be elected at the members’ meeting – Investment Services Firms and credit institutions, Athens Stock Exchange members,
- two members shall be elected at the members’ meeting – Investment Services Firms and Mutual Fund Managements Companies, non-Athens Stock Exchange members.
A quorum is formed when the number of members present equals half plus one of the total number of members at that time. Among those physically present among shall without fail be the Chairman or Vice-Chairman of the Board.
The Vice-Chairman of the Board shall be elected by its members. A representative of the Hellenic Capital Market Commission may attend the BoD meeting without being entitled to vote.
The Board of Directors shall take decisions by majority of the members present.
Powers of the Board of Directors
The Board of Directors shall be responsible for any and all matters pertaining to the administration, management and representation of the Guarantee Fund, decision making, collection of any and all resources, management of the Fund’s assets and, in general, fulfillment of its mission. The Board of Directors shall, including but not limited to, decide on how the services of the Guarantee Fund shall be organized and staffed, recruiting, termination of employment and remuneration of employees or collaborators, and on any and all relevant matters as well as on any and all matters relating to contributions by Investment Services Firms, preventative controls over financial and accounting data of such Firms by a chartered auditor or auditors, who shall be appointed as appropriate in order to ensure capital adequacy or solvency of the above Firms. The Board of Directors shall assign a specially dedicated Compensations committee with decision-making powers on clients’ compensation rights and valuation of compensations.
The Board of Directors shall draft the annual balance sheet of the Guarantee Fund within three months from the end of the financial year of the Fund (calendar year).
The Board of Directors shall call for the Annual Ordinary General Assembly of the members of the Guarantee Fund.
Representation of the Guarantee Fund
The Chairman of the Board of Directors shall represent the Guarantee Fund before any and all authorities and third-parties, as well as in court, and shall supervise correct implementation of BoD decisions. The Board of Directors may decide to assign representation thereof to any such other person, a member of the Board, an employee of the Guarantee Fund or a third party.
The Chairman of the Board of Directors shall convene a BoD meeting, set the agenda and preside over the meetings or, in case he is unable to do so, he shall be substituted by the Vice-Chairman.
BoD composition as regards Resolution-related matters
No members coming from investment undertakings shall participate in the Board of Directors of the Guarantee Fund as regards review and decision-making in resolution-related matters. In such case, the Board of Directors shall form a quorum with the remaining members. Adoption of a decision shall require 4/5 of votes.
Members of the current Board of the Directors
The current Board of Directors has been formed and therefore composed by the following Members:
- Charalampos Gkotsis, Chairman, Chairman of the Hellenic Capital Market Commission;
- Spyridon Kyritsis, Vice Chairman, President of the Association of Members of the Athens Exchange (SΜΕΧΑ);
- Michail Karamanof, Managing Director;
- Nikolaos Petropoulakis, Deputy Managing Director;
- Alexandros Poularikas, Member,
elected by the General Meeting of the Investment Services Firms, members of the Athens Stock Exchange;
- Ioannis Polychroniou, Member;
- Iraklis Roupas, Member,
elected by the General Meeting of the Investment Services Undertakings, non-members of the Athens Stock Exchange;
The below also participate in the Board of Directors:
- Nikolaos Tsoutsanis, Legal Counsel
- Dimitra Katsarou, Director
General Assembly of the Members of the Guarantee Fund
The annual General Assembly of the participating Members of the Guarantee Fund is convened within six (6) months from the end of the financial year of the Guarantee Fund.
The General Assembly is convened upon written request to the Board of Directors by at least 1/3 of the participating members, suggesting the items on the agenda of the General Assembly. The Board of Directors of the Guarantee Fund shall, within reasonable time not exceeding fourty-five (45) days, convene a General Assembly where the items on the agenda shall include the topics suggested in the members’ written request.
The General Assembly of the participating Members shall form a quorum when at least three fifths (3/5) of the Members or their representatives are present. In case quorum is not formed, the General Assembly shall be held at the same venue on the same day and time in the following week and quorum shall be considered as met irrespective of the number of the attending members or representatives of Investment Services Firms.
In case a quorum is formed, the General Assembly shall be considered duly convened insofar as an invitation to the participating Members has been published in one daily political and one daily economic newspapers at least twenty days prior to the day of the meeting. The invitation shall reference at least the date, the venue and the time of the meeting (publication of the invitation to the repeat meeting shall not be required).
Powers of the General Assembly
The General Assembly is responsible for approving the balance sheet of the Guarantee Fund, the election of the eligible members of the Board of Directors (by category of participants), for the appointment of auditing bodies, dissolution of the Guarantee Fund, (subject to approval by the Hellenic Capital Market Commission) and for making recommendations and suggestions to the Board of Directors on any and all matters falling within the BoD powers.
Auditing bodies of the Guarantee Fund
The General Assembly shall assign auditing of the financial management of the Guarantee Fund as well as of the balance sheet to two (2) chartered auditors or to a reputable auditing company. The auditors shall draft the report and submit it to the next General Assembly of the Members of the Guarantee Fund.
Auditing bodies’ report shall be submitted to the Minister of Finance, the Hellenic Capital Market Commission, the Bank of Greece, the ATHEX, the Association of Members of the Athens Exchanges and the Board of Directors of the Guarantee Fund.
In addition to the above audit, the Board of Directors may assign chartered auditors or reputable auditing companies with the auditing of data provided by the Investment Services Firms or clients / investors in respect of any and all matters falling within the powers of the Board of Directors or of the Compensations committee. The terms of assignment shall be determined separately in each case by decision of the Board of Directors.
The Compensations committee, whose duties include decisions on client compensation rights of clients / investors of Investments Services Firms and valuation of resulting claims, is composed by at least five members of which 2 may be elected among the representatives of the members of the Guarantee Fund, appointed by decision of the Board of Directors of the Guarantee Fund for a three-year term of office. Their appointment shall be subject to the approval of the Hellenic Capital Market Commission.
The members of the Compensations committee shall be selected among specialists or experienced professionals in the financial sector or legal or accounting specialists, who cannot be members of the Guarantee Fund nor have a relationship of employment or be otherwise professionally related to the Guarantee Fund, meaning they shall act independently from the Guarantee Fund and make decisions at their discretion.
The decisions of the Compensations committee are final in respect of the Guarantee Fund’s obligations to pay, or not, a compensation to any person and the amount of the payable compensation, if applicable.
The Compensations committee shall investigate compensation claims by taking into account, as the law so requires, client / investor information, as such information is reflected only in the books and records kept by the Member, explicitly excluding any other type of evidence.
Members of the Compensation committee
The current Members of the Compensations committee are as follows:
- Vasileios Zisis, Chairman, Assistant Professor at the Department of Business Administration, University of Piraeus;
- Dimitrios Lavidas, Barrister, Member;
- Nikolaos Chryssohoidis, President of “Ν. Chryssochoidis Stock Brokerage I.S.S.A”, Member;
- Athanasios Vlachopoulos, Chairman & Managing Director of “MERIT Securities”, Member;
- Sofia Zafeiropoulou, Economist, Member
The Guarantee Fund operates under the supervision of the Hellenic Capital Market Commission.