Piraeus Bank Board of Directors Committees

The Audit Committee consists of non-executive members of the BoD, the majority of whom, including the Chairperson, are independent. The representative of the Hellenic Financial Stability Fund, with full voting rights, also participates in the Committee, according to the provisions of L.3864/2010. The General Meeting of Shareholders is responsible to determine the type, the composition and the term of the Committee. The Committee’s members are designated by the Board of Directors following a respective Board Nomination Committee proposal presenting the rationale of the members’ nomination and the assessment of their independence on the basis of the criteria provided for in law, taking also into consideration possible ineligibility or incompatibility restrictions. Unless otherwise resolved by the General Meeting of Shareholders, the term of office of the Committee members coincides with the three-year term of office of the Board of Directors. The Chairperson and Vice – Chairperson of the Committee are appointed by its members. 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.

The Committee convenes at least 8 times per annum, while additional meetings are likely to be convened if necessary.

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 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 Internal Audit
• to evaluate the work undertaken by the Group 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.

The Risk 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, with full voting rights, also participates in the Committee according to the provisions of L.3864/2010. At least 1/3 of the members, including the Chairman, meet the independence criteria of Board members set by Law 3016/2002 and the EC Recommendation 2005/162/EC.

The Chairman of the Committee 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 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 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.

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

The members of the Committee should not exceed 40% of the BoD members, with a minimum of three, one of which is the HFSF Representative. All the members of the Committte are non executive, the majority of whom must be independent. The Representative of the Hellenic Financial Stability Fund is an ex officio member of the Committee, according to the provisions of L.3864/2010. At least one (1) member of the Committee should also be a member of the Risk Committee to oversee alignment of the Remuneration Policy with the risk and capital strategy of the Bank.

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 four (4) times every calendar year.

• to recommend and advice the BoD for the processing of its supervisory responsibilities regarding the design, control of implementation and periodical revision of the Bank’s remuneration policy and the alignment with the Bank’s strategic goals. In fulfilling its tasks, the Committee will take into account the Risk appetite framework of the Bank and the long –term interests of the shareholders, investors and other stakeholders,
• to monitor the implementation of a framework that objectively evaluates performance and is directly linked with the determination of the remuneration of employees, risk takers as well as non-risk takers,
• to oversee the implementation of the Bank’s talent management and succession planning policies and,
• to assess the implementation of strategies with the purpose of building a Corporate Culture that will support the Bank’s objectives and vision.

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

The Nomination Committee consists of, at least, three members of the BoD, and the number of Committee members (excluding the HFSF Representative) does not exceed 40% of the total number of BoD members. All the members of the Committee are non-executive BoD members, with the majority being independent. The HFSF Representative is an ex officio member of the Committee according to L. 3864/2010. The Committee is assisted by an Executive Secretary.

The Committee convenes, following its Chairman’s invitation, as many times as required necessary for the fulfillment of its mission, but at least twice (2) every calendar year.

The most important responsibilities of the Nomination Committee are, amongst others: the identification and nomination of suitable candidates for election or replacement of BoD members, the review, at least on an annual basis, of the structure, size and composition (including the aggregate skillsets, knowledge, independence, experience and diversity) of the Board and of its Committees, the annual assessment of the effectiveness of the BoD and the succession planning over the long term for Board and top executive management.

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

The Strategy Committee consists of non- executive Board members and is chaired by the Chairman of the Board of Directors. The representative of the Hellenic Financial Stability Fund, with full voting rights, also participates in the Committee, according to the provisions of L.3864/2010.

The Strategy Committee convenes on a monthly basis, on time, date, hour and agenda decided by its Chairman.

The Strategy 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 Committee concern both the Bank and Piraeus Group subsidiaries.

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