Committees

Board Committees

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. 2577/2006, Greek Law 3693/2008 (article 37), Greek Law 4449/2017 (article 44) and the Sarbanes-Oxley Act ("SOX").

The members of the Committee are elected by the General Meeting of Shareholders upon recommendation of the Corporate Governance and Nominations Committee to the Board Chair. The Chairman and the Vice Chairman of the Committee are appointed by the Board. The Committee is currently composed of five non-executive Directors, four of whom are independent and one of whom is the HFSF representative at the Board of Directors. The Committee's members are appointed for one year term of office, which can be renewed indefinitely. 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 November 2020 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. 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 2019 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 2019 the Committee Charter was revised.

Risk Committee

Committee Members	NoMeetings 2020	Committee Charter
The Committee consists of: Mr Claude Piret (Chair), Mr Gikas Hardouvelis (Vice-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 adequate knowledge and prior experience in banking and financial services, 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 2019 the Committe 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), Mr. Gikas Hardouvelis (member), Μr Claude Piret (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 three are independent non-executive Board members and one member is the HFSF representative at the Board of Directors. The Chief Executive Officer participates ex officio as a member in the Committee.

The Committee members are appointed by the Board upon recommendation of its Chairman, who consults with the Corporate Governance and Nominations Committee to this effect. 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.

In the context of its responsibilities and during the course of the year, the Committee was updated on the progress of the NBG Transformation Project as well as on the implementation of the restructuring plan and Group divestments. Furthermore, the Committee reviewed the 2019 budget and has been briefed on the key investor themes deriving from discussions of investors with NBG management.

The Committee Charter was revised in March 2019.

Board Committees

Audit Committee

Corporate Governance and Nomination Committee

Human Resources and Remuneration Committee

Risk Committee

Strategy and Transformation Committee

+30 210 48 48 484

Information & Tools

Information
& Tools