To which extent can a Greek S.A. company waive in advance any claim it might have against a member of its board of directors?
This is governed by the combination of articled 18, 22a and 22b of law 2190/1920, the basic law for S.A. companies.
The waiver cannot be granted in advance.
Waiver after an event which gives rise to a claim of the company:
According to article 18 the Ordinary General Meeting of the shareholders, after the approval of the annual financial statements, resolves on the waiver of the liability of the members of the Board in relation to the approved financial statements. For liability that is not related with the accuracy of the annual financial statements, article 22 a par. 4 provides that the S.A. company may waive its right to raise a claim against a member of the board of directors only after 2 years have passed after the claim has arisen and provided that the general meeting of the shareholders approves it and that there is no objection by any minority representing 1/5th or more of the share capital.