Piraeus Financial Holdings 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 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 Audit Committee are appointed by its Members.

The Committee convenes at least eight (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 Internal Audit,
• to oversee and evaluate the process involved in the preparation of the published annual and interim financial statements of Piraeus Financial Holdings and the Group.
• to oversee the statutory audit of both the separate and consolidated financial statements, with a particular focus on evaluating the performance of the audit process, cooperating with the statutory auditors on a regular basis,
• to submit proposals to the BoD for the selection of the statutory auditors. The Committee can also propose whenever appropriate their replacement or rotation,
• to safeguard the independence of the statutory auditors of Piraeus Financial Holdings and the Group, according to the legislation in force,
• to submit proposals addressing the identified weaknesses of Internal Control System and the monitoring of the measures’ implementation decided by the Management,
• to submit proposals for additional audits by the Internal Audit on specific areas that deems necessary,
• to evaluate the work undertaken by the Internal Audit focusing on issues related to the degree of its independence, the quality and the scope of audits conducted, its impartiality, the priorities determined by the changes in the financial environment, the systems, the risk level and the overall effectiveness of its operation.

The Annual Audit Committee Report for 2023 is available here.

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

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.

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) should be independent.

Chairman: The Committee’s Chairman is appointed by the Board of Directors and must possess solid experience in the financial services and banking industry, 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.

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 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 Chairman and the Executive Secretary.

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 the Risk & Capital Strategy and Risk Appetite Framework 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, mitigation, control, and monitoring 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.

The Committee consists of, at least three (3) BoD Members that should not exceed 40% of the total number of the BoD Members of Piraeus Financial Holdings. All the Members of the Committee are non executive, the majority of whom must be independent. At least one (1) 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.

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.

The Nomination Committee consists of, at least, three (3) Members of the BoD, and the number of Committee Members 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 Senior Independent Director of the Board of Directors is also an ex officio member of the Committee.

The Committee convene as required on a need-to-meet basis but at least twice every calendar year.

The Chair of the Committee and the Chairman of the Board may each convene meetings of the Committee at any time.

Committee Members should have adequate collective knowledge, expertise and experience relating to the business of the Bank/Company to be able to assess the appropriate composition of the Board, including recommending candidates to fill Board vacancies.

The main responsibilities of the Nomination Committee include, amongst others:

• the identification and nomination of suitable candidates for election or replacement of Board members,
• the annual reassessment of the independence of the incumbent independent non-executive Board members
• the review, at least on an annual basis, of the structure, size and composition (including the aggregate skillset, knowledge, independence, experience and diversity) of the Board and of its Committees,
• the periodic assessment, and at least annually, of the knowledge, skills and experience of individual Board members and of the management body collectively,
• the annual assessment of the effectiveness of the Board, the Board Chair and the Board Committees,
• the support and oversight of the induction and training programmes for the Board members,
• the succession planning over the longer term for Board Members, CEO and top executive management.

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

The Board Ethics and ESG Committee consists of non-executive BoD Μembers, at least three (3), the majority of which must be independent.

Composition of the Board Ethics & ESG Committee

The objective of the Board Ethics & ESG Committee is: (a) to consider the material ethical, environmental, social and governance issues relevant to Piraeus Group’s business activities and (b) to support the Group in maintaining its position as a reference leader in ethical and ESG (environment, society, governance) issues.

The Committee's role is to support the BoD and its Committees for both PFH and Piraeus Bank S.A. as applicable, by proactively setting, challenging, supporting, and overseeing policies and strategies implemented by Management to generate value for all stakeholders and to promote the corporate values and culture of the Group.

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