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 Ethics & Culture Committee.

Audit Committee

Committee Members	NoMeetings 2018	Committee Charter
The Committee consists of: Mr Andrew McIntyre (Chair), Mr. Claude Piret (Vice Chair) and Mr. Periklis Drougkas (member)	13

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.

During 2018 the Audit Committee convened thirteen times. In the context of its responsibilities and during the course of the year, the Committee reviewed the 2017 Annual IFRS statutory financial statements, the 2017 interim IFRS Financial Statements, as well as the 2017 Annual US GAAP Financial Statements and reports for the Bank and the Group. Additionally, in March 2018, the Committee assessed 2017 Annual Report of the Money laundering reporting officer ("MLRO") for the prevention and suppression of money laundering and financing of terrorism; whereas, in June 2018, the Annual Compliance Report to the Bank of Greece for 2017 as per the provisions of the Bank of Greece Governor's Act No. 2577/2006 was presented to the Committee, while the Audit Committee was also informed about the activities of the Audit Committees of NBG Group subsidiaries. Furthermore, the Committee monitored on a quarterly basis and evaluated on an annual basis the operations of the NBG Group Internal Audit and Compliance Divisions, and assessed the adequacy of the Internal Control System in line with Bank of Greece Governor's Act No. 2577/2006. The Committee, among others, has been trained on the latest developments in international accounting and auditing requirements.

In March 2019 the Committee Charter was revised.

Corporate Governance and Nomination Committee

Committee Members	NoMeetings 2018	Committee Charter
The Committee consists of: Mr Andrew McIntyre (Chair), Mr. Claude Piret (member) and Mr. Periklis Drougkas (member).	15

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 2018, the CGNC convened fifteen times. During the year, the Committee reviewed corporate governance practices and arrangements, the composition of the Board of Directors in accordance with the existing legal and regulatory framework, recommended new candidate members to the Board of Directors, and coordinated the Board and Board Committees annual self-evaluation concerning year 2017 in accordance with the applicable regulatory framework and the provisions of the Bank's Policy and Procedures for the annual evaluation of the Board of Directors. Additionally, the Committee reviewed the results of the HFSF evaluation of the Board of Directors and its Committees as per Law 3864/2010 as in force and was regularly updated on the progress of the implementation of corrective actions where appropriate. Furthermore, the Committee submitted to the Board of Directors for approval its new Group Governance Policy within the context of the overall group oversight, discussed the annual board training program, and was informed about latest developments, global trends and other compliance issues in the Corporate Governance framework. The Committee submitted to the Board of Directors an Annual Report of its work, as per the provisions of its Charter.

In March 2019 the Committee Charter was revised.

Human Resources and Remuneration Committee

Committee Members	NoMeetings 2018	Committee Charter
The Committee consists of: Mr. John McCormick (Chair), Mr. Claude Piret (member), Mr. Periklis Drougkas (member).	12

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 2018, the HRRC convened twelve times. During the year, the HRRC dealt with the contracts, promotions and appointments of General Managers and Assistant General Managers of the Bank while it was thoroughly briefed on the HR Strategic Projects such as the implementation of the Performance Management System. Furthermore, the Committee submitted to the Board of Directors for approval, among others, the Voluntary Exit Scheme as well as the Personnel Training Policy. The Committee submitted to the Board of Directors an Annual Report of its work, as per the provisions of its Charter.

In March 2019 the Committee Charter was revised.

Risk Committee

Committee Members	NoMeetings 2018	Committee Charter
The Committee consists of: Mr. Claude Piret (Chair), Mr. Andrew McIntyre (member) and Mr. Periklis Drougkas (member).	13

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.

During 2018, the Committee convened thirteen times. In the context of its responsibilities and during the course of the year, the Committee was briefed in detail and on a regular basis on risk issues such as the IFRS 9 Credit Risk Models, the Stress Tests results, the Risk Appetite Framework project and the 2018 internal capital adequacy assessment process ("ICAAP")/ internal liquidity adequacy assessment process ("ILAAP") results. In addition, the Committee was extensively updated on issues related to NPL/NPEs, particularly based on reports of systemic measurements of their effectiveness and efficiency. Furthermore the Committee submitted to the Board of Directors for approval the NBG Group Recovery Plan 2018 as well as Policies related to the proper internal operations of the Group such as the ILAAP & ICAAP Frameworks/Liquidity Policies, the updated Market Risk Policies and Methodologies and IFRS 9 related Policies, the NPE Divestment Policy, the Retail Credit Policy and the Credit Policy for the Corporate Portfolio. In addition, the Committee approved on a quarterly basis the Report to the Bank of Greece on the Management of Loans in Arrears and Non-Performing Loans, as per Bank of Greece Act 42.

In March 2019 the Committe Charter was revised.

Strategy and Transformation Committee

Committee Members	NoMeetings 2018	Committee Charter
The Committee consists of: Mr. Costas Michaelides (Chair), Mr. Paul Mylonas (member), Mr. Dimitrios Kapotopoulos (member), Mr. Andrew McIntyre (member), Mr. John McCormick (member), Mr. Claude Piret (member) and Mr. Periklis Drougkas (member).	9

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

18 18 18 (Greece) 210 48 48 484 (Greece & Abroad)

Information & Tools

18 18 18 (Greece)
210 48 48 484 (Greece & Abroad)

Information
& Tools