Committees

The Committee consists of no fewer than three Members and no more than 40% of the total number of the Members of the Board of Directors of the Bank (rounded to the nearest whole number), excluding the representative of the Hellenic Financial Stability Fund (the “HFSF”). The exact number of the Members of the Committee is determined by the General Meeting of Shareholders. All Committee Members are Non-Executive Members of the Board of Directors and at least 75% of them are Independent (excluding the HFSF representative). The representative of the HFSF is a Member of the Committee. The Committee generally includes one Member of the Risk Management Committee to ensure the proper sharing of information in common areas of interest.

The Chair of the Committee is appointed by its Members and is an Independent Non-Executive Member of the Board of Directors who has the required expertise and experience to oversee the audit, accounting and financial policies and processes within the remit of the Committee. The Chair cannot simultaneously act as Chair of the Board of Directors or Chair of the Risk Management Committee. The Members of the Committee collectively possess adequate knowledge of the banking sector and in general the required knowledge, skills and experience to adequately discharge the Committee’s responsibilities. At least one Member has accounting or auditing knowledge and experience and is always present at the meetings regarding the approval of the Financial Statements.

The Committee assists the Board of Directors in achieving the following objectives:

• Safeguarding the integrity of the financial and non-financial reporting processes by overseeing the generation of complete, reliable, accurate and timely Financial Statements and Non-Financial Information which reflect the situation of the Bank and its Subsidiaries (the “Banking Group”).
• Ensuring the independent, objective and effective conduct of internal and external audits of the Bank.
• Overseeing the adequacy and effectiveness of the Internal Control System for the Bank and across the Banking Group.
• Overseeing compliance with the institutional, regulatory and legal framework governing the operations of the Bank and the Banking Group (especially with regard to its regulated Subsidiaries) as well as with internal regulations and codes of ethics.
• Overseeing the effectiveness and performance of the Internal Audit Division and of the Compliance Division of the Bank and of the respective Units across the Banking Group.
  

View the Audit Committee Charter.

The Committee consists of no fewer than three Members and no more than 40% of the total number of the Members of the Board of Directors of the Bank (rounded to the nearest whole number), excluding the representative of the Hellenic Financial Stability Fund (the “HFSF”). The exact number of the Members of the Committee is determined by the Board of Directors or the General Meeting of Shareholders. All Committee Members are Non-Executive Members of the Board of Directors, the majority of whom are Independent (excluding the HFSF representative). The representative of the HFSF is a Member of the Committee. The Committee generally includes one Member of the Audit Committee to ensure proper sharing of information in common areas of interest.

The Chair of the Committee is an Independent Non-Executive Member of the Board of Directors with significant experience in the banking sector. The Chair of the Committee cannot simultaneously act as Chair of the Board of Directors or of any other Board Committee.

All the Members of the Committee should have prior experience in the financial services sector and, individually and collectively, appropriate knowledge, skills and expertise concerning risk management and control practices. At least one Member (the NPL Expert) has solid risk and capital management experience as well as familiarity with the local and the international regulatory framework. One Member is in charge of overseeing ESG issues.

The Committee assists the Board of Directors in achieving the following objectives:

•  Promoting a sound risk culture at all levels throughout the Bank and the Subsidiaries (the “Banking Group”), fostering risk awareness and encouraging open communication and challenge across the Organization.
• Ensuring that the risk and capital management strategies correspond to the business objectives of the Bank and the Group.
• Ensuring that the Bank and the Banking Group adopt a well-defined risk appetite statement and framework, which are embedded across the Organization (including the NPE/NPL Management Unit) and cascade into limits per country, sector and Business Unit. The Committee ensures that the risk appetite framework is fully aligned with the Bank’s and the Banking Group’s strategy, budget process, capital and liquidity planning and remuneration framework and that the Bank adequately embeds Environmental, Social and Governance (ESG)risks in the overall risk appetite statement and framework, business strategy and risk management framework.
• Monitoring the achievement of objectives in risk management, especially in the areas of NPEs and capital ratio.
• Overseeing the adequacy and effectiveness of the risk management policies and procedures of the Bank and the Banking Group.
• Overseeing the implementation of effective mitigating and corrective measures, with regard to key areas of risk or risks exceeding the established thresholds, in cooperation with the Audit Committee, as appropriate.
• Ensuring that there is an adequate level of communication on risk management issues among the Internal Auditor, the External Auditors, the Supervisory Authorities, the Audit Committee and the Board of Directors.
  

View the Risk Management Committee Charter.

The Committee consists of no fewer than three Members and no more than 40% of the total number of the Members of the Board of Directors of the Bank (rounded to the nearest whole number), excluding the representative of the Hellenic Financial Stability Fund (the “HFSF”). The exact number of the Members of the Committee is determined by the Board of Directors or the General Meeting of Shareholders. All Committee Members are Non-Executive Members, the majority of whom are Independent (excluding the HFSF representative). The representative of the HFSF is a Member of the Committee. The Committee includes one Member of the Risk Management Committee and one of the Audit Committee to ensure the proper sharing of information in common areas of interest.

The Chair of the Committee is an Independent Non-Executive Member of the Board of Directors. He/She should have served on the Committee as a Member for at least one year. The Members of the Committee have collectively appropriate knowledge, skills and professional experience concerning remuneration policies and practices, risk management and control activities as well as concerning the risks that can arise therefrom. At least one Member has sufficient professional experience in risk management.

The Committee assists the Board of Directors in achieving the following objectives:

- Ensuring that the Group Remuneration Policy:

• Is consistent with the values, culture, business strategy, risk appetite and strategic objectives of the Bank and its Subsidiaries (the “Banking Group”), taking into account Environmental, Social and Governance (ESG) risks that affect the business environment in the short, medium or long term;
• Aligns the interests of the Bank’s executive leadership and Management with the long-term interests of the Bank and its Shareholders, taking into consideration the interests of all other Stakeholders of the Bank and the Banking Group;
• Discourages excessive risk-taking, promotes effective risk management and prevents the emergence of conflicts of interest or minimizes any conflicts of interest that might arise;
• Sets out a clear and transparent process for the determination of remuneration within the Bank and the Banking Group;
• Maintains a fair and competitive variable remuneration structure for the Bank and the Banking Group, within the framework of the law. For this purpose, the Committee considers the use of appropriate tools and mechanisms available to the Bank;
• Complies with the applicable legislation and regulations;
• Promotes the sustainability and the long-term prospects of the Bank’s operations and enhances transparency;
• Is gender-neutral and supports the equal treatment of Staff, while it promotes inclusiveness and respects diversity in general, according to the provisions of the relevant European Banking Authority (EBA) Guidelines.

- Making fair, balanced and sound judgments with regard to the remuneration of individuals who hold key positions across the Bank and the Banking Group.

- Providing guidance regarding the Executives’ evaluation and ensuring that the Bank and the Banking Group manage talent through an effective evaluation process.

View the Remuneration Committee Charter.

The Committee consists of no fewer than three Members and no more than 40% of the total number of the Members of the Board of Directors of the Bank (rounded to the nearest whole number), excluding the representative of the Hellenic Financial Stability Fund (the “HFSF”). The exact number of the Members of the Committee is determined by the Board of Directors or the General Meeting of Shareholders. All Committee Members are Non-Executive Members of the Board of Directors, the majority of whom are Independent (excluding the HFSF representative). The representative of the HFSF is a Member of the Committee. At least one Member is in charge of overseeing ESG issues.

The Chair of the Committee is an Independent Non-Executive Member of the Board of Directors.

The Committee assists the Board of Directors in achieving the following objectives:

• Ensuring that the composition, structure and operation of the Board of Directors meet the relevant legal, regulatory and supervisory requirements.
• Pursuing the implementation of international corporate governance best practice and adequate checks and balances across the Bank and its Subsidiaries (the “Banking Group”) especially with regard to the regulated entities of the Banking Group, while taking into consideration the culture of the Banking Group and the local legal requirements.
• Ensuring that there is an effective and transparent procedure for the nomination of candidates to the Board of Directors and of Key Function Holders.
• Ensuring an appropriate mix of knowledge, skills and experience at Board and Board Committee level across the Bank and the Banking Group.
• Steering the process for the regular evaluation of the Board of Directors and of the Individual Members’ performance and effectiveness.
• Ensuring fit-for-purpose guidelines regarding the Member nomination process for the Boards of Directors of the Subsidiaries, while recognizing that the final responsibility for compliance with the relevant provisions of the national legislation lies with the Subsidiaries.
• Establishing the conditions required for effective succession and continuity in the Board of Directors.
• Developing and maintaining an effective approach to Senior Executive succession planning and performance evaluation.
• Setting high-quality ethical and integrity standards for the Bank and the Banking Group. The standards will reflect international principles and best practice in the areas of professional ethics, thereby enhancing the quality of the services offered and protecting the Bank’s and the Banking Group’s reputation by strengthening the confidence of their Stakeholders in them.
• Ensuring the implementation of Environmental, Social and Governance (ESG) standards according to the regulatory framework and the relevant best practices, thereby strengthening the Bank’s long-term commitment to creating value in its sustainable development. ESG includes environmental issues like climate change and natural resources scarcity, social issues including labor and workforce considerations, corruption, bribery and human rights as well as governance issues including Board of Directors’ diversity and remuneration/incentive issues. For this purpose, the Committee ensures that there is an adequate level of communication on ESG issues between the Members of the Committee and the Members of the Risk Management Committee, the Remuneration Committee and the Audit Committee. 

View the Corporate Governance, Sustainability and Nominations Committee Charter.

The Executive Committee acts as a collective corporate body of the Bank. The Committee’s powers and authorities are determined by way of a CEO act, delegating powers and authorities to the Committee.

The indicative main responsibilities of the Committee include but are not limited to the following: 
The Executive Committee prepares the strategy, business plan and annual budget of the Bank and the Group for submission to and approval by the Board of Directors as well as the annual and quarterly financial statements, decides on and manages the capital allocation to the Business Units, prepares the Internal Capital Adequacy Assessment Process (ICAAP) Report and the Internal Liquidity Adequacy Assessment Process (ILAAP) Report, reviews and approves the policies of the Bank, approves and manages any collective program proposed by the Human Resources Division for the Personnel and ensures the adequacy of Resolution Planning governance, process and systems. Further to the above, the Committee is responsible for the implementation of: the overall risk strategy, including the institution’s risk appetite and its risk management framework, an adequate and effective internal governance and internal control framework, the selection and suitability assessment process for Key Function Holders, the amounts, types and distribution of both internal capital and regulatory capital and the targets for the liquidity management of the Bank.

The Assets-Liabilities Management Committee (ALCo) examines and decides on issues related to Treasury and Balance Sheet Management and monitors the course of the results, the budget, the funding plan, the capital adequacy and the overall financial volumes of the Bank and the Group, approving the respective actions and policies. In addition, the Committee approves the interest rate policy, the structure of the investment portfolios and the total market, interest rate and liquidity risk limits.

The Credit Committees approve new credit or restructuring proposals for performing and non-performing loans.

The Troubled Assets Committee designs, proposes and implements the strategy for managing troubled assets by Business Unit (Wholesale Banking, Retail Banking), geographical region, product, activity, sector, etc.