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The Bank has set up six committees that operate at Board level: the Audit Committee, the Human Resources & Remuneration Committee, the Corporate Governance & Nominations Committee, the Risk Committee, the Strategy & Transformation Committee and the Compliance Ethics & Culture Committee.

Audit Committee

Committee Members NoMeetings   2020 Committee Charter
The Committee consists of: Mr Matthieu Kiss (Chair), Mr Claude Piret (Vice Chair), Mr Wietze Reehoorn (member), Mr Avraam Gounaris (member), Mr JP Rangaswami (member) and Mr. Periklis Drougkas (member) 20
 

The Audit Committee was established in 1999 and operates in accordance with the provisions of the Bank of Greece Governor's Act No. 2577/2006and Greek Law 4449/2017 (article 44).

In accordance with 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 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 Chairman and the Vice Chairman 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.

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, consisting of six (6) non-executive Board members, of which five (5) are independent according to the provisions of Article 9 par. 1 and 2 of Law 4706/2020 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 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, at its session of 30.07.2021. On the same day the Committee convened and 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 Law 4449/2017, as well as in the Audit Committee Charter. The Committee employs a specialized consultant who reports directly to the Chairman of the Committee. 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 2021 the Committee Charter was revised.

Corporate Governance and Nomination Committee

Committee Members NoMeetings   2020 Committee Charter
The Committee consists of: Mr Wietze Reehoorn (Chair), Mrs Aikaterini Beritsi (Vice Chair), Mr Claude Piret (member), Mrs Anne Marion-Bouchacourt (member) and Mr Periklis Drougkas (member). 19
 

The Corporate Governance and Nominations Committee ("CGNC") was established by Board decision (meeting no. 1259/ 5.5.2005). The Committee is composed of at least three Board members. The members and Chairman of the Committee are elected by the Board of the Bank, pursuant to proposal of the Chairman of the Board in consultation with the Chair of the Corporate Governance and Nominations Committee. All members of the Committee are non-executive Board members, in their majority independent members of the Board, in accordance with the definition of independence specified in the Bank's Corporate Governance Code and one member is the HFSF representative at the Board of Directors. They are appointed for a one-year term of office, which shall be automatically renewed for successive one-year renewal terms, unless otherwise decided. The Committee convenes at least three times per annum and keeps minutes of its meetings.

In March 2021 the Committee Charter was revised.

Human Resources and Remuneration Committee

Committee Members NoMeetings   2020 Committee Charter
The Committee consists of:Mrs Anne Marion-Bouchacourt (Chair), Mrs Elena Ana Cernat (Vice Chair), Mrs Aikaterini Beritsi (member), Mr JP Rangaswami (member) and Mr Periklis Drougkas (member). 15
 

The Human Resources and Remuneration Committee ("HRRC") was established by Board decision (meeting no. 1259/ 5.5.2005).

The Committee solely consists of non-executive members of the Board, which are at least three in number, in their majority (including the Chairman) are independent Board members, in accordance with the definition of independence specified in the Bank's Corporate Governance Code and one member is the HFSF representative at the Board of Directors. The Committee composition includes members possessing experience in the financial sector, while at least one member possesses adequate expertise and professional experience in risk management and audit activities, mainly in alignment of remuneration policy with the risk and capital profile of the Bank.

The members and Chairman of the Committee are elected by the Board of the Bank, following recommendation by the Board's Corporate Governance and Nominations Committee. The Committee members shall be selected on the basis of their competence and experience.

The Committee convenes at least four times a year and keeps minutes of its meetings.

In March 2021 the Committee Charter was revised.

Risk Committee

Committee Members NoMeetings   2020 Committee Charter
The Committee consists of: Mr Claude Piret (Chair), Mr Wietze Reehoorn (member), Mr Matthieu Kiss, (member), Mrs Elena Ana Cernat (member) and Mr. Periklis Drougkas (member). 19
 

The Board Risk Committee ("BRC") was established by Board decision (meeting no. 1308/20.7.06) in accordance with the requirements of Bank of Greece Governor's Act No. 2577/9.3.2006. The Committee has two roles, namely it operates a) as the Board Risk Management Committee and b) as the Board Committee Responsible for Non-Performing Loans/Exposures (NPLs/NPEs) as prescribed by Art. 10 par. 8 of Greek Law 3864/2010, as in force.

The Committee is composed exclusively of non-executive Board members, at least three in number, one third of which (excluding the HFSF representative and rounded to the nearest whole number) are independent non-executive members of the Board, in accordance with the definition of independence specified in the Bank's Corporate Governance Code and one member is the HFSF representative at the Board of Directors. The members and the Chairman of the Committee are elected by the Board of the Bank, following recommendation by the Board's Corporate Governance and Nominations Committee. All members should have previous experience in the field of financial services or commercial banking, while at least one member as an expert should have significant experience in risk and capital management, as well as knowledge of the local and international regulatory framework.

The BRC convenes regularly at least on a monthly basis, as well as extraordinarily, whenever deemed necessary by its Chairman.

In March 2021 the Committee Charter was revised.

 

Strategy and Transformation Committee

Committee Members NoMeetings   2020 Committee Charter
The Committee consists of: Mr. Wietze Reehoorn (Chair), Mrs Aikaterini Beritsi (Vice Chair), Μr Claude Piret (member), Μr Matthieu Kiss (member), Mr. Avraam Gounaris (member), Mrs. Elena Ana Cernat (member), Mrs Anne Marion-Bouchacourt (member), Mr JP Rangaswami (member) and Mr. Periklis Drougkas (member) 13

The Strategy Committee was established by Board decision (meeting no. 1387/ 29.9.2009), while it was renamed to Strategy and Transformation Committee by Board Decision (meeting no. 1622/26.07.2018). The Committee supports the executive Board members in developing the Group's strategic options, assists the Board in taking decisions on all issues related to NBG Group strategy and regularly reviews the implementation of the Group's strategy by the Group's management team. The Committee is composed of at least five members, of which at least three are independent non-executive Board members and one member is the HFSF representative at the Board of Directors. The Chief Executive Officer attends the meetings of the Committee as per his role at the Bank.

The Committee members are appointed by the Board upon recommendation of the Corporate Governance and Nominations Committee. The Committee members shall be selected on the basis of their competence and experience and appointed for a one-year term of office, which can be automatically renewed for successive one-year renewal terms, unless otherwise decided.

The Committee Charter was revised in March 2021.

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