The Audit Committee was established in 1999 and operates in accordance with the provisions of the Bank of Greece Governor's Act No. 2577/2006 and Greek Law 4449/2017 (article 44), as in force.
In accordance with Greek Law 4449/2017, as in force, the type of the Audit Committee, the term of office, the number and the qualities of its members are determined by the General Meeting of Shareholders. The members of the Committee are appointed by the Board of Directors or the Annual General Meeting of Shareholders, upon recommendation of the Corporate Governance and Nominations Committee, while one member is the HFSF representative at the Board of Directors. The Chair and the Vice Chair of the Committee are appointed by the Committee members. The Committee is composed of at least three non-executive Directors, of which 75% (rounded to the nearest whole number) (excluding the HFSF Representative) are independent members of the Board, in accordance with the definition of independence specified in the relevant framework, particularly Article 9 of Greek Law 4706/2020, and the Bank’s Corporate Governance Code.
Pursuant to the resolution of the Annual General Meeting of Shareholders of 30.07.2021, the Audit Committee remains a Committee of the Board of Directors, while pursuant to the resolution of the Annual General Meeting of Shareholders of 28.07.2022, the Audit Committee is consisted of five (5) non-executive Board members, of which four (4) are independent according to the provisions of the relevant framework and one (1) is the HFSF Representative. The term of office of the Committee members that will be appointed by the Board of Directors in accordance with Article 44 par. 1 case c) of Greek Law 4449/2017 shall follow their term of office as Board members, i.e. until the Annual General Meeting of year 2024 and shall, in any case, automatically expire if they cease to be members of the NBG Board.
In this context, the members of the Audit Committee were appointed by the Board, following recommendation of the Corporate Governance & Nominations Committee. Τhe Committee constituted into a body, appointing its Chair and Vice – Chair among its independent non-executive members. The members of the Committee satisfy the appropriateness criteria/qualifications set out in Article 44 of Greek Law 4449/2017, as well as in the Audit Committee Charter. The Committee convenes regularly at least six times per annum or extraordinarily, whenever deemed necessary, keeps minutes of its meetings and reports to the Board every three months or more frequently if deemed necessary.
In March 2022, the Committee Charter was revised.