Santiago Principles Self-Assessment


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  • Pillar 1: Legal
  • Pillar 2: Institutional
  • Pillar 3: Investment
Principle 1

1. The legal framework for the SWF should be sound and support its effective operation and the achievement of its stated objective(s).

1.1. The legal framework for the SWF should ensure legal soundness of the SWF and its transactions.

1.2. The key features of the SWF’s legal basis and structure, as well as the legal relationship between the SWF and other state bodies, should be publicly disclosed.

Growthfund is Greece’s National Investment Fund that was established as a Societe Anonyme by virtue of law 4389 of 2016 (herein “the law” or “Growthfund’s law”). Law  4389 / 2016 can be found in the Government’s Gazette website: (articles 184 -214) [in Greek].

The law provides for the fund’s key management bodies and their interaction with the sole shareholder, namely the Ministry of Finance, at arm’s length. It also covers the legal relationship between the fund and other state bodies, in cases where this is applicable. Such cases could, for instance, be the case of an investment realized by Growthfund’s subsidiaries that could be (partially) financed through public (structural) funds.

Growthfund’s law provides that some specific, key issues relevant to the fund’s operations are regulated by its Internal Regulation for which the law provides its minimum chapters. 

The Ministry of Finance is the fund’s sole shareholder. According to the provisions of Greek Corporate law, this means that the Ministry of Finance has all the duties and rights as the fund’s General Assembly.

More specifically, the law provides that the fund’s General Assembly will approve its Internal Regulation that will at minimum include:

  • The fund’s Corporate Governance framework
  • The fund’s Conflict of Interest Policy
  • The accounting standards that the fund will use for accounting and reporting purposes
  • Any assignment of duties to the fund’s executives
  • The fund’s procurement regulation
  • The fund’s dividend policy
  • The fund’s investment policy
  • The fund’s Compliance Regulation and Policy
  • The Coordination Mechanism (“CM”) framework. This framework regulates the assignment of Special Obligations (Services of General Economic Interest) that are assigned to Growthdfund’s subsidiaries for reasons of Public or Social Policy. 

Any amendments or additions to the fund’s Internal Regulation have to be approved by the fund’s General Assembly. Most of the chapters of the fund’s Internal Regulation are publicly available in the fund’s webpage, under the section “Corporate Governance” > “Internal Regulation”.

The fund is managed by its Board of Directors (BoD). In addition to the BoD, the law provides for another management instrument, the Supervisory Board (SB). 

The members of the Supervisory Board are appointed by the fund’s General Assembly (MoF). The SB constitutes of five members, out of which:

  • Three of its members are selected by the MoF, upon agreement by the European Commission (EC) and the European Stability Mechanism (ESM) that act jointly
  • Two of its members are jointly selected by the EC and the ESM upon agreement by the MoF

The fund’s SB is responsible for:

  • Selecting the Members of the fund’s BoD
  • Defining the BoD members remuneration policy 
  • Ensuring the compliance of the BoD’s actions with the provisions of the fund’s law and Internal Regulation
  • The evaluation of the members of the Board and the proposal for their term renewal or revoke, to the Ministry of Finance (MoF)

The endorsement of a series of proposals by the BoD that eventually require a General Assembly approval: a) the establishment of some new subsidiary b) the transfer of some asset back to the state c) any amendments or additions to the fund’s Internal Regulation d) any share capital increase e) any proposal for amending the fund’s statute

The fund’s BoD constitutes of five to nine members Their key responsibilities include:

  • The legal representation of the fund
  • It appoints and can revoke the appointment of the fund’s Chief Financial Officer and Director of Internal Audit
  • The approval of the general working terms and conditions for the fund’s staff, including the relevant remuneration policy
  • It approves, following a proposal by the fund’s CEO, the fund’s annual business plan
  • It decides, in compliance with the provisions of Greek Corporate law, for the exercising of voting rights in the fund’s subsidiaries General Assemblies
  • It approves any spin-offs in the fund’s “Direct Subsidiaries” (please see next page)
  • It decides for the realization of the fund’s Investments following a proposal by the Investment Committee (please see next paragraph for the Boards’ Committees)
  • It takes appropriate measures to ensure compliance with the principles of corporate governance, transparency and oversight, in accordance with international best practices and OECD guidelines.
  • It submits to the Supervisory Board quarterly reports on compliance with the corporate governance rules of this law and the Company's Internal Regulations, as specifically analyzed in the Internal Regulations.
  • Submits the Company's financial statements for approval to the General Meeting of the sole shareholder.
  • Prepares and submits to the General Assembly of the sole shareholder an annual report regarding the Company's activities. The said report is simultaneously submitted to the Parliament and discussed before the relevant Committee in accordance with article 202 of law 4389/2016.
  • Proposes to the General Assembly of the sole shareholder, upon endorsement by the Supervisory Board: a) the increase of the Company's share capital b) amendments in the fund’s statute c) the establishment of new Direct Subsidiaries d) amendments to the fund’s Internal Regulation 
  • Submits for approval to the fund’s General Assembly, the fund’s Strategic Plan.

The Board has established the following committees: 

a)Audit Committee

b) Investment Committee

c) Corporate Governance Committee

d) Candidates Committee

Along with the establishment of the fund, the law provides for the transfer of a pool of state assets to the fund. These assets are enterprises that are either partially or wholly owned by the State. These enterprises are classified by the law as either: a) Direct Subsidiaries  b) Other subsidiaries. The key differences in the governance of these two classes are that the fund’s direct subsidiaries are obliged to adopt the fund’s Internal Regulation (where applicable) and that the fund management needs to seek approval for any spin–offs or establishments on the “Direct Subsidiaries” level.

Along with the initial pool of assets, the law outlines key levers for value creation. These levers provide Growthfund with the flexibility to expand or shrink its current portfolio, depending on the targets set by the management.

The law describes the implication of the State as a shareholder in Growthfund’s target – establishing a      process that avoids political intervention or deviation from the fund’s scope. Every 3-5 years, the Minister of Finance submits their high-level Strategic Directions to the Fund, which are used by the fund as a basis to formulate a 3–5-year Strategic Plan. The Plan is then approved by the fund’s General Assembly and is, in turn, used as a basis by the fund for the formulation of its Business Plan and the articulation of its key targets.

Growthfund’s law and its Internal Regulation constitute the fund’s institutional framework.

Principle 6

6. The governance framework for the SWF should be sound and establish a clear and effective division of roles and responsibilities in order to facilitate accountability and operational independence in the management of the SWF to pursue its objectives.

The fund’s law provides for clear operational independence from the State. Furthermore, a supplementary arm’s length provision is included: to detach the fund’s management appointment from political cycles, the fund’s Board of Directors is selected by a Supervisory Board and not by its General Assembly, in contrast to general corporate legislation. 

The fund’s Supervisory Board (“SB”) is responsible for the evaluation, selection, and revoke of the fund’s Board Members “BoD”) based on criteria and targets that serve the fund’s mission.

The fund’s law clearly states each body’s responsibilities to achieve operational independence and mission fulfilment.

This means that although the fund is flagged as a GGE for statistical and fiscal purposes, it is outside the core public sector. 

The State provides the fund with high-level objectives for 3-5 years, as the fund is a key tool of economic policy. However, the fund and its management have full independence when deciding the strategies and specific targets, upon which the SB evaluates them annually.

Principle 18

18. The SWF’s investment policy should be clear and consistent with its defined objectives, risk tolerance, and investment strategy, as set by the owner or the governing body(ies), and be based on sound portfolio management principles.

18.1. The investment policy should guide the SWF’s financial risk exposures and the possible use of leverage.

18.2. The investment policy should address the extent to which internal and/or external investment managers are used, the range of their activities and authority, and the process by which they are selected and their performance monitored.

18.3. A description of the investment policy of the SWF should be publicly disclosed.

The fund’s Investment Policy is publicly available on the fund’s webpage under the section Corporate Governance > Internal Regulation. 

The policy provides for broad objectives and asset classes. It also provides for further specialization in the fund’s Technical Supplement which is a working document that has not yet been published.

Lastly, the fund’s reporting framework provides that it should have a separate chapter relevant to investment performance in its Annual Statements. This chapter has not yet been published, since  the fund opted not to proceed with any investments due to the economic recession and the overall economic context of the previous years.