MANUAL

ON-SITE INSPECTIONS

 

Athens, November 2025

 

 

The Hellenic Capital Market Commission (hereinafter the “HCMC”) is the competent authority for supervising compliance with capital market law in Greece. It was established as a Legal Entity of Public Law pursuant to Law 1969/1991 and was organised and commenced operations in its current form under Law 2324/1995, in response to European requirements aimed at protecting investors, ensuring the orderly functioning of the Greek capital market, limiting systemic risk and strengthening confidence in market institutions, which constitute an important driver of national economic growth. The HCMC is a self-financed public law entity with its own resources and budget, operating exclusively in the public interest and enjoying functional independence and administrative autonomy.

Among other responsibilities, the HCMC supervises domestic and foreign entities providing investment services, collective investment undertakings, including alternative investments, and their managers, crypto-asset service providers, as well as listed companies with regard to compliance with their ongoing and periodic disclosure obligations towards investors concerning the companies themselves and their subsidiaries, their management and their shareholders. In this context, the HCMC supervises the application of legislation in cases of public takeover bids, public offerings or admission of securities to trading on a regulated market, including (a) the review of the content of prospectuses and information memoranda and (b) the assessment of advertisements, disclosures, statements or announcements aimed at attracting the public to invest funds in any type of securities. In addition, it conducts sample-based reviews of the financial statements of listed companies with regard to compliance with transparency requirements and verifies the final use of funds raised from the capital market, in conjunction with the disclosures contained in the relevant prospectus, the decisions of the competent corporate bodies and related announcements. It also monitors companies’ compliance with corporate governance and sustainability legislation. With regard to compliance with legislation on market abuse, including insider dealing and market manipulation, the HCMC monitors the conduct of companies and market participants in general, both in relation to orders and transactions in financial instruments and with regard to their financial data, announcements and any related publications. The HCMC supervises all Greek and foreign entities and investors active in the Greek capital market with respect to market abuse issues (market manipulation and insider dealing).

The HCMC also monitors compliance of supervised entities with the framework for the prevention of money laundering and terrorist financing. Supervised entities further include regulated markets, Multilateral Trading Facilities (MTFs), clearing houses (Central Counterparties) and the Central Securities Depository.

Furthermore, pursuant to Law 4335/2015 (Directive 2014/59/EU), as amended by Law 5042/2023 (Regulation (EU) 2021/23), a Resolution Measures Committee (hereinafter the “RMC”) was established within the HCMC, which is responsible for the recovery and resolution of credit institutions, investment firms and central counterparties. For the effective exercise of its powers, the RMC is assisted and supported by the Investment Firms and Central Counterparties Resolution Unit of the HCMC. In the exercise of its powers, the RMC is not subject to instructions or directions from any other body of the HCMC or any other state authority.

The HCMC monitors domestic and international developments and research activity in capital markets, prepares studies where deemed appropriate and certifies the suitability of persons providing investment services in accordance with applicable legislation. It serves citizens and investigates written complaints submitted by investors, which may concern breaches of capital market legislation, and imposes administrative sanctions. Finally, the HCMC participates in the European Securities and Markets Authority (ESMA) and the International Organization of Securities Commissions (IOSCO).

The HCMC exercises its supervisory powers (inspections) in the above thematic areas through a wide range of powers, including the conduct of on-site inspections.

1. Purpose of the Manual

This Manual has been prepared in accordance with Article 68 of Law 5193/2025, pursuant to which paragraph 13A is added to Article 35 of Law 2324/1995, and describes the procedure and the basic principles governing the conduct of on-site inspections of supervised entities (natural or legal persons) in the capital market sector, in accordance with the applicable legislative and regulatory framework. The Manual does not provide a detailed or exhaustive description of the procedure. Its primary purpose is to ensure a consistent and effective approach to the conduct of on-site inspections through compliance with principles and procedures of transparency.

2. Scope of the manual

This Manual applies to all companies under the supervision of the HCMC, including investment firms, crypto-asset service providers, crowdfunding service providers, collective investment undertakings, including alternative investment funds and their managers, listed companies (with respect to transparency and investor disclosure obligations), operators of trading venues, clearing systems and depositories. It also applies to persons carrying out activities requiring authorisation or any form of prior approval by the HCMC.

3. On-Site Inspections

The purpose of on-site inspections is to ensure that supervised entities (natural or legal persons), as well as persons acting on their behalf, comply with their obligations as defined by the applicable legislative framework. On-site inspections may focus on a specific area or cover the overall activities of a supervised entity and may be either routine or ad hoc.

4. Regulatory Framework

On-site inspections are conducted in accordance with the provisions establishing the powers of the HCMC under the relevant sectoral legislation, indicatively including:

 

• On-site inspections for the supervision of market abuse in all supervised entities (listed companies, market participants, investors, shareholders, senior management, etc.) are conducted in accordance with the provisions of Articles 22 and 23 of Regulation (EU) 596/2014 (MAR) and Articles 35 and 36 of Law 4443/2016 regarding market abuse, including the monitoring of market manipulation and insider dealing in the financial instruments covered by the said legislation (shares, derivatives, etc.), as well as Articles 93 and 94 of Regulation (EU) 1114/2023 (MICA) and Articles 102 and 104 of Law 5193/2025 regarding the supervision of market manipulation and insider dealing in the financial instruments covered by the said legislation (crypto-assets).

• The provisions of paragraph 3(e) of Article 6 of Law 4557/2018.                 

• Relevant European or international standards and best inspection practices.

5. Principles Governing the Conduct of On-Site Inspections

On-site inspections are conducted based on the following principles: 

• The persons conducting the on-site inspection are required to act professionally, impartially, and courteously, demonstrating due diligence and professional conscientiousness, and applying the principles of the rule of law and proportionality. In the event of a potential conflict of interest, the persons conducting the inspection must duly inform the competent organisational unit of the HCMC. Inspectors are bound by professional confidentiality regarding all information collected during the inspection. They are prohibited from accepting gifts or becoming involved in the internal management or operations of the entities being inspected, as such involvement could give rise to a conflict of interest.
• The supervised entities are required to fully cooperate with the persons conducting the on-site inspection throughout the entire process, ensuring unobstructed access to premises and systems (offices, files, electronic systems, etc.), providing in a timely manner and keeping available, for the duration of the inspection, all requested documents, records, and data of any kind, providing explanations to the inspectors, and refraining from any actions that could impede the progress of the inspection. Furthermore, in alignment with the conduct expected of the inspectors, the supervised entities must act professionally, impartially, and courteously. Professional confidentiality cannot be invoked as a reason to refuse cooperation with the inspectors, except in the context of attorney-client relationships.

These principles ensure that HCMC’s on-site inspections are conducted with integrity, efficiency, and mutual respect between inspectors and supervised entities, ensuring compliance with the regulatory framework, enhancing trust therein, and ultimately safeguarding market integrity and investor protection.

6.         Conduct On-Site Inspections

In addition to conducting inspections remotely from its headquarters, the HCMC may also carry out on-site inspections.

6.1.      On-Site Inspection Order – Preparation for On-Site Inspection

On-site inspections are conducted following a written order issued by the Head of the competent organisational unit/Directorate, either ex officio, upon recommendation of the Head of the competent Department, or upon written order of the General Director, the Executive Committee or the Board of Directors. The order specifies the subject matter and scope of the inspection and may set a deadline for its completion.

At the commencement of the inspection, a duly signed written inspection order is served on the inspected entity, stating the date of issuance, subject matter, decision to conduct the inspection, and the names and capacities of the inspectors, including the head of the inspection team, where applicable. A copy is signed by the competent representative of the inspected entity and kept in the inspection file.

On-site inspections are conducted by at least two persons. Inspectors may include auditors, economists, lawyers and/or IT specialists. Where necessary, the participation of IT specialists is requested from the competent unit.

The HCMC may request assistance from other authorities or services, such as the Financial Police, the Independent Authority for Public Revenue or the Bank of Greece. In such cases, staff of other authorities may participate following a written request. Cooperation protocols define procedures, confidentiality and data protection arrangements.

In special cases, pursuant to Article 36(11) of Law 2324/1995, the Board of Directors may decide to conduct on-site inspections through external contractors, subject to written outsourcing agreements ensuring professional secrecy.

 

6.2.      On-Site Inspection

 

6.2.1 Conduct On-Site Inpsection

Inspectors may request any information or documents deemed necessary, including records in any form, and may seize them where legally provided. Inspected entities must designate appropriate representatives or staff to facilitate the inspection.

A signed letter listing requested and delivered documents and any outstanding items is provided during or at the end of the inspection. Inspection materials are retained and archived by the competent unit.

Inspectors may summon persons to provide sworn testimony pursuant to applicable law.

Where inspections are conducted by external contractors, the HCMC retains full access to inspection materials.

6.2.2. Obstruction of On-Site Inspection

In accordance with the applicable regulatory framework, the Board of Directors of the HCMC imposes a fine on the supervised entity in cases of non-cooperation or obstruction of the persons conducting the on-site inspection in any manner whatsoever, or in cases of provision of false information or concealment of true information at the commencement of the on-site inspection, throughout its duration and until its completion. In the event of non-cooperation, obstruction of the persons conducting the on-site inspection in any manner whatsoever, provision of false information or concealment of true information at the commencement of the inspection, the inspection team records on the aforementioned inspection order that an incident of obstruction of inspection has occurred and immediately informs the competent organisational unit of the HCMC.

In the event of non-cooperation, obstruction of the persons conducting the on-site inspection in any manner whatsoever, provision of false information or concealment of true information after the commencement of the on-site inspection and until its completion, the nature of the obstruction and the persons involved are recorded by the inspectors in the inspection report and the competent organisational unit of the HCMC is immediately informed.

Consequently, the degree of cooperation of the supervised entities with the HCMC during the inspection stage is taken into account when determining the type and amount of any administrative sanction or other administrative measure that may be imposed for breaches of capital market legislation. Any failure by the inspected entities to provide the necessary assistance to the persons conducting the on-site inspection is, where applicable, also subject to the relevant criminal provisions.

 

6.3.      Report of On-Site Inspection

Upon completion of the on-site inspection, the persons conducting the inspection in each case prepare, where required, an on-site inspection report.

In special cases where the inspection team included staff from other authorities or services, such as the Financial Police, the Independent Authority for Public Revenue or the Bank of Greece, and where deemed necessary in accordance with applicable legislation, the HCMC may, upon its request, seek in writing or electronically information/findings from the other authority or service with which the on-site inspection was jointly conducted, for the purpose of further assessment. In such cases of assistance by staff of other authorities or services, the on-site inspection report of the HCMC may be reviewed but is not co-signed by the staff of the other authorities or services. The preparation of an on-site inspection report is mandatory in cases of external outsourcing pursuant to Article 36(11) of Law 2324/1995. The on-site inspection report includes, in particular, a detailed recording/reporting, on a case-by-case basis, of any findings and conclusions of the persons conducting the inspection as to whether or not a potential breach of capital market legislation has been identified, and any such findings are incorporated into the recommendation for the possible initiation of administrative sanctioning proceedings. In cases of external outsourcing, the inspection report is reviewed and evaluated by the competent organisational unit of the HCMC, and the relevant findings, conclusions and any determinations are subsequently incorporated into the recommendation of the competent organisational unit of the HCMC.

6.4.      Recommendation for the Possible Initiation of an Administrative Sanctions Procedure

6.4.1.   Following the completion of the inspection and the assessment of any additional elements of the case file, a recommendation is prepared. Where necessary or deemed appropriate, a recommendation may also be prepared during the conduct of the inspection. The recommendation shall include the following:

(a) Background and inspection order: the reference number and date of the written order authorising the inspection, the names of the persons who conducted the inspection, including the procedures followed, the purpose of the inspection, and the period to which the inspection relates;

(b) Findings indicating potential breaches of capital market legislation;

(c) Legal basis: citation of the applicable provisions that may have been breached;

(d) Conclusions as to whether or not breaches of capital market legislation have been established.

6.4.2.  The recommendation is duly signed by the competent authority and submitted to the members of the Executive Committee for discussion.

The prescribed administrative procedure follows.