Article 11 of the fifth Article of Law 3607/2007 (Government Gazette, Series I, No 245) on the composition, term of office and absence of members of the Board of Directors of IDIKA AE is replaced as follows:
"Article 11
Composition – Term of office of the Board of Directors – Absence of members of the Board of Directors
- The Board of Directors consists of seven (7) members with a six-year term of office, as follows: the President, the Vice-President, the Managing Director, two (2) representatives of the Ministry of Digital Governance and two (2) representatives of the Ministry of Health. The Board of Directors consists of executive, non-executive and independent non-executive members, as defined in paragraphs 4, 5 and 6 of Article 2 of Law 4706/2020 (Α΄ 136). The President cannot have executive powers.
- The Managing Director shall be appointed directly by the Minister for Digital Governance. The Chairman of the Board of Directors shall be appointed directly by the Minister for Health. The Vice-President shall be appointed directly by the Minister for Labour and Social Security. The remaining members of the Board of Directors, i.e. the two (2) representatives of the Ministry of Digital Governance and the two (2) representatives of the Ministry of Health, are elected by the General Assembly, on the recommendation of the competent supervising ministers respectively. In order for the members to be elected by the general meeting, they must first submit a solemn declaration that they do not face the obstacles referred to in Article 8 of Law 4972/2022 (Government Gazette, Series I, No 181) and that there is no conflict of interest or conflict of duties.
- The required appointment qualifications for all members of the Board of Directors are the following:
(a) Degree from a higher education institution in a university or technological field in Greece or equivalent and equivalent in the rest of the world;
at least five years of work experience in the public or private sector. In addition, at least one (1) of the other members of the Board of Directors has proven sufficient knowledge in auditing or accounting or in another field of economics.
- Members of the Management Board may not be appointed if they cannot be appointed as civil servants pursuant to Article 8(1) of the Code on the Status of Civilian Administrative Officials and Officials of Legal Persons governed by Public Law (Law 3528/2007, ΄ 26). The members of the Board of Directors have special knowledge and experience in relation to the intended purpose of the Company or in matters of public administration or business administration. They must also have the prestige and experience required for their position, so that they can fulfill the purpose of the Company.
- The status of members as executive or non-executive is defined by the Board of Directors when it is constituted in a body, with the exception of the exclusive executive competence of the Vice-President for social security matters. Subsequently, the General Assembly, by decision, elects the independent non-executive members after taking into account the proposal of the Board of Directors for the independence of the proposed non-executive members. The Board of Directors recommends in this regard, taking into account a solemn declaration submitted by the proposed independent member that the conditions of article 9 of Law 4706/2020 (Α΄ 136) are not met and that, otherwise, it immediately informs the General Assembly and the Board of Directors. If at any time it is established that the conditions have ceased to be met in the person of the independent non-executive member, the Governing Council shall take appropriate steps to replace him. The number of independent non-executive members may not be less than one third (1/3) of all members and shall in any case not be less than one (1) member. If a fraction occurs, it shall be rounded to the nearest whole number.
- In the event of early termination of the term of office of the members of the Board of Directors other than the President, the Vice-President and the Managing Director, they shall be replaced in accordance with the same procedure for their appointment, for the remainder of the term of office of the member to be replaced. Until the replacement of resigned or deceased members or members who for any reason lost their status as members, the Board of Directors continues to operate legally, provided that the number of its members is at least three (3).
- A member of the Board of Directors whose appointment was made in violation of this article shall cease as soon as such violation is discovered.
- The six-year term of office of the members of the Board of Directors shall be extended until the expiry of the period within which the next Ordinary General Assembly shall meet.’;

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