Piraeus Financial Holdings Board of Directors Committees

Committees' Terms of reference are under revision following the recent corporate transformation of the Company (formerly “Piraeus Bank. S.A.) and Law 4706/2020 on corporate governance. Therefore, references to “Piraeus Bank”, “Piraeus Bank Société Anonyme” or to the “Bank” should be read and construed to be references to Piraeus Financial Holdings S.A. (formerly Piraeus Bank Société Anonyme) prior to the completion of the demerger on 30.12.2020.

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, with full voting rights, 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 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. The Audit Committee is supported by an Executive Secretary and its operations are regulated by article 44 of L. 4449/2017, Law 4706/ 2020 and Law 3864/2010.

Composition of the Audit Committee:
Chairman:
Weatherston Anne

Vice Chairman:
Panzures Andrew

Members:
Hexter David
De Boeck Karel
Berahas Solomon
Dontas Periklis (HFSF Representative)

Also, the HFSF Observer attends the meetings of the Committee.

The Committee convenes at least 4 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 Internal Audit Unit.
  • to supervise and evaluate the compilation process of the published annual and interim financial statements of Piraeus Financial Holdings and the Group.
  • to supervise the company of the external chartered auditors and check the annual and interim financial statements of Piraeus Financial Holdings and 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 Piraeus Financial Holidngs 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 Internal Audit Unit
  • to evaluate the work undertaken by the Internal Audit Unit 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

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

Risk Committee

The Risk Committee consists of non-executive BoD members appointed by the Board of Directors, who possess the appropriate knowledge, skills and expertise, in order to comprehend and monitor the risk & capital strategy of the Company and its Group. Pursuant to the provisions of Law 3864/2010, the Representative of the Hellenic Financial Stability Fund (HFSF) in the Board of Directors of Piraeus Financial Holdings participates in the Risk Committee with full voting rights.

The number of the Committee members cannot be lower than three (3) members and, in total, it cannot exceed 40% (rounded to the nearest whole number) of the total number of the BoD members (excluding the HFSF Representative). The majority of the members (rounded to the nearest whole number and excluding the HFSF Representative) should be independent.

Composition of the Risk Committee:
Chairman:
De Boeck Karel

Vice Chairman:
Berahas Solomon

Members:
Panzures Andrew
Weatherston Anne
Blades Alexander
Dontas Periklis (HFSF Representative)

Also, the HFSF Observer attends the meetings of the Committe.

Chairman: The Committee’s Chairman is appointed by the Board of Directors and must possess solid experience in commercial banking and preferably risk management, as well as familiarity with the local and international regulatory framework, which regulates the company’s operation. The capacity of the BoD’s Chairman is incompatible with the capacity of the Risk Committee’s Chairman, while the Chairman of the Risk Committee cannot be the Chairman of Piraeus Financial Holdings’ Audit Committee at the same time. The Chairman of the Committee shall meet the criteria of art. 10 of Law 3864/2010.

Members: All members of the Risk Committee should possess adequate knowledge and previous experience in the financial services and banking industry, with at least one member having solid risk and capital management experience, as well as familiarity with the local and international regulatory framework.

Secretary: The Committee is supported by an Executive Secretary and a Secretary. The Risk and Compliance Officer is designated as the Executive Secretary by the Board of Directors. He/she is independent, reports directly to the Risk Committee and is subject to the audit by the Internal Audit.

The presence, participation and vote of a member of the Committee shall not be allowed during the discussion of an issue, for which he/she has a conflict of interests. The decisions concerning the specification of risk management policy, procedures, terms or criteria or other general implementation issues shall not fall under the above-mentioned ban.

Minutes are kept at all the meetings of the Committee and signed by the present members. In case of non-unanimous decisions, the views of the minority are recorded. The ratification of the minutes is included on the daily agenda of the very next meeting of the Committee.

The Committee convenes, upon its Chairman’s invitation, on a monthly basis, while additional meetings are likely to be convened, if necessary.

The Risk Committee’s mission is to ensure that:

(α) Piraeus Financial Holdings and its Group has a well - defined Group Risk & Capital Strategy and Risk Appetite Framework in line with its business goals as well as with the available human and technical resources. The risk appetite of Piraeus Financial Holdings and Group is articulated and clearly communicated in a set of quantitative and qualitative statements, and specific limits, for the material risks.

(b) All risks connected to the activity of Piraeus Financial Holdings and its Group are effectively identified, assessed, measured, controlled, mitigated and monitored.

(c) The risk management and control framework in place, including policies, methods and tools, complies with Risk & Capital Strategy and Risk Appetite as well as regulatory and supervisory requirements.

The Risk Committee is responsible for exercising the duties specified in the present terms of reference, in order to assist the BoD in its duties with regard to:

  1. The Group Risk & Capital Strategy and the Risk Appetite Framework have been developed and implemented properly and in line with Piraeus Financial Holdings Group business plan.
  2. Piraeus Financial Holdings and its Group have developed and implemented sound and comprehensive policies and procedures reliable methods and tools for the effective identification, assessment, measurement, monitoring, mitigation and control of the undertaken risks.
  3. The risk management and control framework is properly integrated in the decision-making processes of Piraeus Financial Holdings and its Group.

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

Remuneration Committee

The Committee consists of, at least 3 members that should not exceed 40% of the total number of the BoD members of Piraeus Financial Holdings (not including the HFSF Representative). The HFSF Representative participates as a member in the Committee with full voting rights. The majority of the members must be independent.

At least one member of the Committee should also be a member of the Risk Committee to oversee alignment of Remuneration Policy with the risk and capital adequacy strategy of Piraeus Financial Holdings.


Composition of the Remuneration Committee:
Chairman:
Berggren Arne

Vice Chairman:
Panzures Andrew

Members:
Cucchiani Enrico Tommaso
Berahas Solomon
Blades Alexander
Dontas Periklis (HFSF Representative)

Also, the HFSF Observer attends the meetings of the Committee.

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.

The scope of the Committee is:

  • To recommend and advice the BoD for the processing of its supervisory responsibilities regarding the design, control of implementation and periodical revision of the Remuneration Policy and the Directors’ Remuneration Policy and the alignment of same with the corporate strategic goals of Piraeus Financial Holdings. In fulfilling its tasks, the Committee will take into account the Risk appetite framework of Piraeus Financial Holdings and the long-term interests of the shareholders, investors and other stakeholders.
  • To monitor the implementation of a framework that objectively evaluates the performance and is directly linked with the determination of the remuneration of employees, whose professional activities have a material impact on the risk profile of Piraeus Financial Holdings (Risk Takers), as well as of the total of employees.
  • To oversee the implementation of Piraeus Financial Holdings’ policies regarding talent management and succession planning.
  • To assess the implementation of strategies with the purpose of building a Corporate Culture that will support the objectives and vision of Piraeus Financial Holdings.

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

Nomination Committee

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.

Composition of the Nomination Committee:
Chairman:
Hexter David

Vice Chairman:
Cucchiani Enrico Tommaso

Members:
Berggren Arne
Kontogouris Venetia
Blades Alexander
Dontas Periklis (HFSF Representative)

Also, the HFSF Observer attends the meetings of the Committee.

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.