Below you can find the title, the current composition and general information on the functioning of the Board Committees.
Board Committees
The Audit Committee is composed of at least three non-executive members of the Bank’s Board of Directors, two of whom are independent non-executive members. To view the members comprising the Audit Committee, click here.
The members of the Audit Committee are elected by the General Meeting (GA) of Shareholders. The term of office of the members of the EC is three years. The renewal of the term of office or the modification of the composition of the SC is always made by decision of the General Meeting of the Bank. In the event of the resignation of a member of the SC, the vacancy shall be filled by a decision of the Bank’s Board of Directors, which shall be submitted to the next General Meeting of Shareholders for approval. The AGM also appoints the Chairman of the NEC, who is not allowed to act as Chairman of the Board of Directors or Chairman of the Risk Management Committee. The members of the EC as a whole have sufficient knowledge of the banking and financial sector in general.
The Committee shall, inter alia, monitor, review and evaluate the financial reporting process and make recommendations or proposals to ensure its integrity, where appropriate.
It also assesses the scope of the audits carried out by the Statutory Auditors and the External Auditors, their working methods and, in general, the services they are required to provide to the Bank and the Group.
It monitors, reviews and evaluates the adequacy and effectiveness of the Bank’s set of policies, procedures and safeguards relating to the Bank’s Internal Control System, quality assurance and risk management in relation to financial reporting.
Oversee the adoption of accounting standards by the Bank, receiving a fully reasoned briefing from the CFO which includes the implications of their implementation.
Facilitate communication between the Board, Management, Internal Audit and External or Statutory Auditors and the Bank of Greece for the exchange of views and information.
The Committee is composed of at least three (3) non-executive members of the Board, at least the majority of whom, including the Chairman, are independent non-executive members. The Chairman and the members of the Committee shall be appointed by decision of the Board of Directors of the Bank, as well as the exact number of its members.
To view the members comprising the Corporate Governance, Nominations, Human Resources and Remuneration Committee, click here.
The term of office of the members of the Committee coincides with their term of office as members of the Board of Directors. In the event that a member of the Committee resigns for any reason, he or she will be replaced by a decision of the Board of Directors of the Bank. Until the replacement decision is taken, the Committee shall continue to function as long as the number of remaining members is at least three.
The responsibilities of the Committee shall include, inter alia:
- Planning and coordinating the implementation of the process of identifying and selecting candidates for membership of the Board and its committees.
- The description of the individual skills and qualifications required to fill the positions of Board members and the estimation of the time to be devoted to each position.
- The periodic and at least annual evaluation:
– the structure, size, composition and performance of the Board and making recommendations to the Board on any changes it deems appropriate,
– the combination of the breadth, knowledge, skills and experience of the Board members by subject area at individual and collective level and to report to the Board on this. - To ratify the appointment of senior management, with the exception of the Heads of Internal Audit and Compliance & Corporate Governance appointed by the Audit Committee and the Head of the Risk Management Unit appointed by the Risk Management Committee, following consultation with the Committee.
- Assessing existing or potential conflicts of interest of Board members with those of the Bank, including transactions of Board members with the Group and making relevant proposals to the Board, in accordance with the Bank’s Internal Operating Regulations and international best practices in corporate governance.
This Committee, among other things, is involved in planning and coordinating the implementation of the process of identification and selection of candidates for the Board of Directors and its committees, in order to formulate proposals and submit them for approval to the Board of Directors for the election of Board members, in accordance with the legal and regulatory framework and the Bank’s Articles of Association.
It also submits proposals on the Remuneration Policy for the Bank’s and the Group’s staff, including those that have an impact on the risks assumed and their management, and recommends them to the Board of Directors for decision making. It also directly oversees the remuneration of senior executives in the Risk Management Division, the Compliance Division and the Internal Audit Division.
In addition, he informs, advises and assists the Board of Directors with regard to the design, formulation, review and oversight of the implementation of the Remuneration Policy and supports the Board of Directors.
The Committee’s Charter is approved by the Board of Directors of the Bank and may be reviewed on a regular basis, at least annually or on an ad hoc basis depending on changes in the parameters adopted at the time of the regular review.
The Risk Management Committee is responsible for carrying out the tasks set out in these Operating Regulations in order to be able to adequately inform the Board of Directors on all matters relating to the risk strategy and the level of risk tolerance in the performance of its duties.
The composition of the Risk Management Committee shall consist of a minimum of three (3) non-executive members of the Board, of which at least one (1) shall be an independent non-executive member of the Board. One (1) member who may not be the Chairman of the Board shall be appointed as Chairman of the Committee.
To view the members who comprise the Risk Management Committee, click here.
The members of the Committee have, both individually and collectively, sufficient knowledge and experience in the field of risk management, in particular with regard to risk management and control practices, to effectively cover all forms of risk, including operational risk, and to ensure their integrated control, their specialized management and the required coordination at Group Bank level.
The Committee shall, inter alia, advise and support the Board on the monitoring of the Bank’s overall current and future risk appetite and risk strategy, taking into account all types of risks to ensure that they are consistent with the Bank’s business strategy, objectives, corporate culture and corporate values.
Assess annually the adequacy and effectiveness of the Bank’s and the Group’s risk management policy and in particular the compliance with the defined level of risk tolerance, the appropriateness of limits, the adequacy of provisions and the overall adequacy of own funds in relation to the level and form of risks assumed, based at least on the annual report of the CRO and the relevant extract from the report of the Internal Audit Unit.
The CRO’s Rules of Procedure shall be approved by the Board of Directors of the Bank and shall be revised whenever they need to be updated in line with changes that occur.
The Executive Committee monitors and ensures the smooth and efficient operation of the Bank for the implementation of the strategy, business plan and budget, as approved by the Board of Directors. It consists of at least 8 (eight) members, one of which is the CEO, who is appointed as its Chairman.
To view the members who comprise the Executive Committee, click here.
The Committee monitors the achievement of objectives at Bank and Unit level, examines deviations, decides on corrective actions and provides instructions to the relevant organizational structures. In addition, it specifies the implementation of the strategy by coordinating the actions of the Bank’s Units and decides on the political development of the network and the Group.
The Asset-Liability Management Committee (ALCO) shall consist of at least three (3) main members, one of whom shall be the Bank’s CEO, who shall be appointed as its Chairman, and of advisory members.
To view the members that make up the Asset and Liability Management Committee (ALCo), click here.
The principal members may be either executive members of the Board of Directors or executives of the Bank. In fact, it formulates the policy of the Bank and the Group companies in terms of asset and liability structuring, pricing and management. In addition, it monitors economic developments and the key business assumptions on the basis of which the Bank formulates its policy.
Among other things, the Asset and Liability Management Committee (ALCO) decides the framework for taking and hedging liquidity and interest rate risks using appropriate instruments and formulates the broader interest rate policy of the Bank and the Group companies.
It shall define and supervise the implementation of the Bank’s internal pricing system for cash and establish the internal pricing policy between deposit/lending units and approve the liquidity contingency plan and ensure the diversification of the sources of the Bank’s cash.
It shall also approve the stress test program, examine the results of the implementation of scenarios for extreme changes in capital markets, and assess and approve the launch of new deposit or loan products and the Bank’s expansion into new products or services consistent with its strategic planning.