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Board of Directors (BoD) Committees

Audit Committee

The Audit Committee consists of non-executive members of the BoD, the majority of whom, including the Chairman, are independent. The representative of the Hellenic Financial Stability Fund also participates in the Committee, according to the provisions of L.3864/2010.The members of the Audit Committee are elected by the General Meeting of Shareholders of the Bank for a three year term, following relevant proposition by the Board of Directors which, with the assistance of the Board Members’ Nomination Committee, is responsible for the selection of suitable candidates. The Chairman of the Audit Committee is appointed by its members or elected by the General Meeting of the Shareholders. The Audit Committee is supported by an Executive Secretary and its operations are regulated by the Governor's Act of the Bank of Greece no. 2577/2006 and article 44 of L. 4449/2017.

Composition of the Audit Committee:
Chairman:
Hexter David
Members:
De Boeck Karel
Berggren Arne
Berahas Solomon

The Committee convenes at least 4 times per annum, while additional meetings are likely to be convened if necessary. During 2016, the Committee convened 15 times.

The main responsibilities of the Audit Committee are the following:

  • to monitor and evaluate annually the adequacy and effectiveness of the Internal Control System, both on a stand-alone and Group-wide level according to the relevant information provided by the Group's Division of Internal Audit
  • to supervise and evaluate the compilation process of the published annual and interim financial statements of the Group, the Bank and its subsidiaries
  • to supervise the company of the external chartered auditors and check the annual and interim financial statements of the Bank the Group and moreover to cooperate with them on a regular basis
  • to submit proposals to the BoD for the selection of the company chartered auditors. The Committee can also propose whenever appropriate their replacement or rotation
  • to ensure the independence of the auditors of the Bank and its subsidiaries, according to the legislation in force
  • to submit proposals concerning the resolution of detected inefficiencies and monitor the implementation of measures that were decided by the Management
  • to submit proposals for particular areas that require further audit by the Group’s Division of Internal Audit
  • to evaluate the work undertaken by the Group's Division of Internal Audit with emphasis on matters that are relevant to the degree of its independence, the quality and the range of controls which it executes, the priorities which are defined by the external economic environment, the systems and levels of risks and in general the efficiency of its operations
  • to define the range of coverage and to select and assign periodically -at least every three years - a company of chartered external auditors (except for the ordinary) to evaluate the adequacy of the Internal Control System.

Details on the responsibilities and the operations of the Committee are available here

Risk Management Committee

The Risk Management Committee is nominated by the Board of Directors and consists of non executive members of the BoD, who possess appropriate knowledge, skills and expertise to understand and monitor the strategy regarding the risk appetite of the Bank. The representative of the Hellenic Financial Stability Fund participates in the Committee according to the provisions of L.3864/2010. At least 1/3 of the members meet the independence criteria of Board members set by Law 3016/2002 and the EC Recommendation 2005/162/EC.

Composition of the Risk Management Committee:
Chairman:
De Boeck Karel
Members:
Berggren Arne
Hexter David
Blades Alexander
Berahas Solomon

The Chairman of the Committee is appointed by the Board of Directors and is independent. He/She possesses extensive experience of commercial banking and preferably in risk and fund management and/or non-performing loans management, as well as acquaintance with the local and international regulatory framework.

The members of the Risk Management Committee possess as a whole adequate knowledge and previous experience in the financial services sector or in the field of commercial banking, and at least one (1) member is specialized in the Risk Management and Capital Adequacy sectors and has acquaintance with the local and international regulatory framework.

The Committee is supported by an Executive Secretary and a Secretary. The Executive Secretary is the Group Chief Risk Officer. The term of office of the Committee’s members cannot exceed the term of office of the Board of Directors (three years), but the Board of Directors is entitled to cease or replace them at any time.

The Committee convenes, upon its Chairman’s invitation, as many times as considered necessary in order to accomplish its mission, but not less than once (1) a month. During 2016, the Committee convened 13 times.

The Committee ensures that the Bank has a well-defined risk management strategy and risk appetite, that all forms of risks associated with the Bank’s operations are covered effectively and that the Bank’s risk appetite is clearly-communicated throughout the Bank. Finally, it ensures the consolidated control of the risk management and its specialized handling.

Details on the responsibilities and the operations of the Committee are available here

Remuneration Committee

The Remuneration Committee consists of non-executive members of the BoD, the majority of whom, including the Chairman, are independent. The representative of the Hellenic Financial Stability Fund also participates in the Committee according to the provisions of L.3864/2010.

Composition of the Remuneration Committee:
Chairman:
Berggren Arne
Members:
Cucchiani Enrico
Kontogouris Venetia
Blades Alexander

At least one (1) member of the Committee has sufficient specialization in risk management and in audit issues, in order to ensure the alignment of the remuneration policy to the Bank’s risk profile. The Committee is supported by an Executive Secretary. The Committee convenes, following the Chairman’s invitation, as many times as required necessary for the fulfillment of its mission, but not less than once (1) every calendar year. During 2016, the Committee convened 4 times.

The Remuneration Committee, as a BoD committee, is responsible for the design, monitor and periodic review of the remuneration policy of the Bank. The Remuneration Committee, in performing its tasks, takes into consideration long term interests of shareholders, investors and other stakeholders, as well as the public interest. It is also oriented towards a long term and prudent management of the Bank and to mitigating or minimizing conflicts of interest that have a negative impact on this type of management. The Committee is able to deliver specialized and independent advice on remuneration policies and their implementation, as well as on the incentives related to risk, capital and liquidity management.

Details on the responsibilities and the operations of the Committee are available here

Board Members' Nomination Committee

The Board Members' Nomination Committee consists of non-executive members of the BoD, including a representative of the HFSF who also participates in the Committee according to the provisions of L.3864/2010. The majority of members, the Chairman included, are independent. The Committee is assisted by an Executive Secretary.

Composition of the Board Members' Nomination Committee:
Chairman:
Berggren Arne
Members:
Cucchiani Enrico
Hexter David
Blades Alexander
Berahas Solomon

The Committee convenes, following its Chairman’s invitation, as many times as required necessary for the fulfillment of its mission. During 2016, the Committee convened 26 times.

The most important responsibilities of the BoD Members’ Nomination Committee are, amongst others: the identification and proposition to the Board of Directors or the General Meeting of Shareholders of candidates for the vacant positions of the Board of Directors, τhe evaluation of the combination of breadth of knowledge as per scope, skills, and experience of the Board of Directors’ members, the periodic (at least annual) evaluation of the structure, size, composition and performance of the Board of Directors and the provisions of respective recommendations to the BoD, the annual assessment of the individual members of the Board of Directors and the Board of Directors as a whole and the monitoring of the fulfillment of the independence criteria of Board members.

The BoD Members’ Nomination Committee may use any resources that it considers appropriate, including the external consultants, while it is provided with financing, as appropriate, for the accomplishment of this goal.

Details on the responsibilities and the operations of the Committee are available here

Strategic Planning Committee

The Strategic Planning Committee consists of non- executive Board members and is chaired by the Chairman of the Board of Directors. Furthermore, the representative of the Hellenic Financial Stability Fund participates in the Committee according to the provisions of L.3864/2010.

Composition of the Strategic Planning Committee:
Chairman:
Handjinicolaou George
Members:
De Boeck Karel
Berggren Arne
Cucchiani Enrico
Hexter David
Kontogouris Venetia
Blades Alexander

The Strategic Planning Committee convenes on a monthly basis during 2017 and a quarterly basis henceafter on time, date, hour and agenda decided by its Chairman. During 2016, the Committee convened 9 times.

The Strategic Planning Committee regularly monitors, analyzes and takes decisions on strategic choices of the Bank and, when appropriate, makes a recommendation to the Board. It also determines the axes of the Business Plan, monitors, recommends and decides all issues of strategic importance for the Group. In the event of a crisis, it has the responsibilities of a Crisis Committee. The responsibilities of the Strategic Planning Committee concern both the Bank and Piraeus Group subsidiaries.