Year
2021
Annual Report - Business and Sustainability

Governance Review

SELECT A CHAPTER
    Governance Review
    SELECT A CHAPTER

      Transparency, credibility, social responsibility and accountability are fundamental corporate governance principles in the contemporary corporate and social environment. These principles define the framework for the achievement of the Group’s objectives, govern the organization, operations, and activities and reflect Eurobank Holdings’ (HoldCo) and Bank’s (Eurobank) values, safeguarding the interests of shareholders and of all other stakeholders.

      GRI 103-2 | GRI 103-3

      Corporate governance code and principles

      In compliance with art. 17 of L.4706/2020 for the listed companies (effective from 18.7.2021 onwards), which stipulates that listed companies should adopt and implement a corporate governance code, prepared by a recognized and reputable body and following a relevant resolution of HoldCo Board on 29.9.2021, HoldCo has adopted and implements the Hellenic Corporate Governance Code (the Code). The Code has been issued by the Hellenic Corporate Governance Council (HCGC) in June 2021 and entered into force from 18.7.2021 onwards. Given that the HoldCo Group consists mainly of Eurobank and its subsidiaries, the Eurobank Board has approved the adoption and implementation of the Code on 30.09.2021. The corporate governance principles applied by HoldCo and Eurobank are summarized below:

      • The composition and operation of the Board of Directors (Board) ensure transparency, credibility, and consistency during the decision making process.
      • All shareholders enjoy equal treatment and protection of their interests. They all have access to adequate and timely information on the course of the business of Eurobank Holdings, the Bank and their subsidiaries.
      • The organizational structure of Eurobank Holdings, the Bank and their subsidiaries are adequately presented in the respective Internal Governance Control Manuals and lead to a clear and distinct distribution of responsibilities and competencies, and to the establishment of a concrete environment of internal control.
      • Conflicts of interest situations are being prevented.

      Moreover, a specialized Sector on Group Company Secretariat has been set up in order to ensure constant and optimal implementation of the corporate governance principles throughout the scope of the business of Eurobank Holdings and the Bank.

      Internal control system

      The Management has established an internal control system based on international best practices. Its design reasonably ensures that the following objectives are met:

      • efficient and effective operations,
      • reliable and comprehensive financial statements and management disclosures, and
      • compliance with the legal and regulatory framework in force.

      The Management ensures the adequacy and effectiveness of the internal control system, consisting of policies, procedures and processes, and its compliance with the legal and regulatory framework in force.

      The Board of Directors

      The HoldCo/Βank is managed by a Board of Directors which is collectively responsible for the long-term success of the HoldCo/Bank. The Board exercises its responsibilities effectively and in accordance with the Greek legislation, international best practices and the Bank’s and HoldCo’s contractual obligations to the HFSF under the Tripartite Relationship Framework Agreement (TRFA) signed between the HoldCo, the Bank and the HFSF, as well as with its Articles of Association and the shareholders’ General Meeting’s legitimate decisions.

      GRI 102-23 |GRI 405-1 | ATHEX C-G1

      Board Composition

      The members of the HoldCo/Bank Board are elected by the General Meeting which also determines the exact number of the directors, within the limits of the Law and of the Articles of Association, their term of office, and designates the independent non-executive directors.

      The current HoldCo/Bank Board, consists of thirteen (13) Directors of whom, four (4) executives, three (3) non- executives, five (5) independent non-executives and one (1) representative of the HFSF, who has been appointed (as non-executive Director) in accordance with relevant legal requirements.


       Eurobank Holdings Eurobank Total number of directorships outside the Group1 Gender Year of birth Age Nationality
        First appointment End of Term First appointment End of Term

      Georgios P. Zanias
      Chairman, Non-Executive Director

      Mar. 2019 2024 Mar. 2020 2024 2
      (non profit organisations)
      M 1955 >50 Hellenic
      Georgios K. Chryssikos
      Vice-Chairman, Non-Executive Director
      Jun. 2014 2024 Mar. 2020 2024 2 M 1972 30-50 Hellenic
      Fokion C. Karavias
      Chief Executive Officer
      Jun. 2014  2024 Mar. 2020  2024 1
      (non profit organisation)
      M 1964 >50 Hellenic
      Stavros E. Ioannou
      Deputy Chief Executive Officer
      Apr. 2015 2024 Mar. 2020 2024 1 M 1961 >50 Hellenic
      Konstantinos V. Vassiliou
      Deputy Chief Executive Officer
      Jul. 2018 2024 Mar. 2020 2024 3
      (1 non profit organisation)
      M 1972 30-50 Hellenic
      Andreas D. Athanassopoulos
      Deputy Chief Executive Officer
      Dec. 2020 2024 Dec. 2020 2024 1 M 1966 >50 Hellenic
      Bradley Paul L. Martin
      Non-Executive Director
      Jun. 2014 2024 Mar. 2020 2024 3 M  1959 >50 Canadian
      Rajeev K. L. Kakar
      Non-Executive Independent Director
      Jul. 2018 2024 Mar. 2020 2024 3 M 1963 >50 Indian
      Jawaid A. Mirza
      Non-Executive Independent Director
      Jun. 2016 2024 Mar. 2020 2024 1 M 1958 >50 Canadian
      Alice K. Gregoriadi
      Non-Executive Independent Director
      Apr. 2020 2024 Apr. 2020 2024 1
      (non profit organisation)
      F 1968 >50 Hellenic
      Irene Rouvitha Panou
      Non-Executive Independent Director
      Apr. 2020 2024 Apr. 2020 2024 0 F 1958 >50 Cypriot
      Cinzia V. Basile
      Non-Executive Independent Director
      Dec. 2020 2024 Dec. 2020 2024 4
      (1 non profit organisation)
      F 1971 >50 Italian
      Efthymia P. Deli
      Non-Executive Director, HFSF Representative
      Jan. 2021 2024 Jan. 2021 2024 - F 1969 >50 Hellenic
      1. Directorships held in Companies within the same group, are counted as one (1) directorship.
      Τotal Number of Members 13 100%
      Gender (%) Female 4 31%
      Male 9 69%
      Age (%) <30 0 0%
      30-50 2 15%
      >50 11 85%

      Board Activities

      The Board meets regularly every quarter and on an ad hoc basis, whenever the law or the HoldCo’s and the Bank’s needs necessitate it, given at least two (2) business days’ notice or at least five (5) business days’ notice, if the meeting is held outside the HoldCo/Bank’s registered office, as per Company Law 4548/2018 provisions.

      During 2021 the attendance details for the Board were as follows:

      Company Meetings Average ratio of Directors’ attendance
        2021 2020 2021 2020
       HoldCo 19 23 99.60% 98%
      Bank
      (from 20.3.2020)
      20 22 99% 99%

      Discover all the Board activities.

      The Committees

      The Boards of HoldCo/Bank are assisted in carrying out their duties by Board Committees to whom they delegate some of their responsibilities. Additionally, the Bank’s CEO establishes committees to assist him, as required, in discharging his duties and responsibilities.

      GRI 102-18 | GRI 102-20 | GRI 102-22 | ATHEX C-G2

      The Board Committees

      The Boards of HoldCo/Bank are assisted in carrying out their duties by Board Committees to whom they delegate some of their responsibilities.

      In addition the Boards:

      • Approve their terms of reference.
      • Receive regular and ad hoc reports from them.
      • Assess their performance as per the provisions of the Board and Board Committees Evaluation Policy.

      The Board Committees are as follows:

      Discover the composition of the Board Committees.

      Find out more about the Board Committees.

      The Management Committees

      Given that there is nor a relevant regulatory requirement neither a business need, the CEO has not established committees at HoldCo level.

      As regards the Bank, the CEO establishes committees to assist him, as required, in discharging his duties and responsibilities.

      Find out more about the Management Committees

      Internal αudit

      The primary role of the Internal Audit Group (IAG) is to assist the Board and the Audit Committee by providing reasonable assurance, in the form of independent opinion, as to the adequacy, efficiency and effectiveness of the internal control framework of the Bank and its subsidiaries

      Find out more about the Internal Audit.

      How we are governed

      The role and responsibilities of the Board are set out in the Corporate Governance Statement. Furthermore, policies have been established for the Board’s nominations, suitability, remuneration and evaluation, as well as policies for diversity and human rights.

      GRI 102-24 | GRI 102-35 | GRI 102-37 | GRI 102-38 | GRI 102-48 | GRI 405-1 | GRI 405-2 | ATHEX A-G4 | ATHEX A-S3 | ATHEX A-S4 | ATHEX C-S6

      Roles and Responsibilities

      The Board’s role is to provide entrepreneurial leadership to the HoldCo/Bank and their subsidiaries, within a framework of prudent and effective controls which enables risk to be assessed and managed. The Board:

      • Sets the Group’s strategic goals.
      • Ensures that the necessary financial and human resources are in place for the Group to meet its objectives.
      • Reviews management performance.
      • Sets the Group’s values and standards.
      • Ensures that its obligations to its shareholders and others are understood and met.

      All Directors must act in what they consider to be the best interests of the Group, consistent with their statutory duties.

      Find out detailed information about the HoldCo/Bank Board’s roles and responsibilities in the Eurobank Holdings Corporate Governance statement.

      Nomination, Remuneration and Evaluation

      Remuneration Policy

      The Bank has established a Remuneration Policy that is applicable to all Bank employees and covers their total remuneration. The Remuneration Policy forms an integral part of the Bank’s corporate governance practice. The Remuneration Policy promotes sound and effective risk management and is consistent with the objectives of the Bank’s business and risk strategy, corporate culture and values, risk culture, including environmental, social and governance risk factors, long term interests of the Bank and should not encourage excessive risk-taking on behalf of the Bank.

      Learn more about the Remuneration Policy.

      Board Nomination Policy

      The Holdco/Bank Board Nomination Policy, sets out the guidelines and formal process for the identification, selection and nomination of candidates for the Board.

      The Policy ensures that such appointments are made in accordance with: 

      • Legal and regulatory requirements.
      • Expectations of the major shareholders.
      • HoldCo’s and Bank’s contractual obligations with the HFSF.
      • Individual merit and ability, following a best practice process..

      Discover more about the Board Nomination Policy.

      Board and Board Committees Evaluation Policy

      The HoldCo/Bank Board and Board Committees Evaluation Policy establishes the principles, framework and process for the annual assessment of the effectiveness of the Board of Directors and the Board Committees.

      Discover more about the Board and Board Committees Evaluation Policy.

      Board of Directors’ Remuneration Policy

      Eurobank Holdings has established a Board of Directors’ Remuneration Policy (Remuneration Policy) in line with related requirements of Law 4548/2018 (the Law) (latest version of the Policy approved by the AGM on 23.7.2021).

      The Remuneration Policy describes the key components and considerations of the remuneration framework for the members of the Board and its objective is to safeguard that:

      • Remuneration is reasonable, gender neutral and sufficient to retain and attract directors with appropriate skills and experience to develop and implement the Eurobank Holdings’ business strategy and
      • Ensure its long-term interests and sustainability, while avoiding excessive risk taking.

      View the Remuneration Disclosures 2021 and analytical information for the Board of Directors’ Remuneration Policy.

      Diversity and Human Rights

      Board of Directors Diversity Policy

      The HoldCo/Bank Board of Directors Diversity Policy sets out the approach to diversity on the Board and it is in accordance with international best practices and the applicable legal framework.

      As declared in the Policy, the Board’s diversity is one of the factors which, according to the Board Nomination Policy, the Committee shall consider when examining composition and structure of the Board.

      A diverse Board includes and makes good use of variety in the skills, educational and professional background, geographical provenance (nationality), gender, age and other qualities of Directors.

      Board of Directors Diversity Policy
      31.12.2020

      31.12.2021

      Female representation in Board 23% 31%

      Discover more about the Board of Directors Diversity Policy.

      Human rights

      In Eurobank we are committed to respecting and protecting human rights. Our Code of Conduct and Ethics as well as our policies and guidelines reflect our commitment to respect human rights. 

      We expect our people to treat each other with dignity and respect, and do not tolerate discrimination, bullying, harassment, or victimization on any grounds.

      Eurobank wants to foster an inclusive work environment in which every person is treated fairly and respectfully, while all forms of discrimination are being rejected. 

      Our approach is basedon the ILO Declaration on Fundamental Principles and Rights at Work as well as applicable labour laws. We are committed to respect and promote human rights and consistently pay attention on how our business activities may affect human rights among employees, suppliers, contractors, and clients.

      Business ethics and compliance

      Eurobank operates on the basis of high ethical standards, integrity, transparency, and accountability.

      GRI 102-17 | GRI 102-33 | GRI 205-3 | GRI 206-1 | GRI 419-1 | ATHEX A-G2 | ATHEX C-G5 | ATHEX SS-G1 | SASB FN-CB-510a.1 | SASB FN-CB-510a.2

      Business ethics and code of conduct

      Eurobank provides financial security by enforcing policies to combat fraud, corruption and money laundering, that are in compliance with international regulations for dealing with cases of violation of economic restrictions and sanctions, and by effectively managing potential conflicts of interest.

      Whistleblowing Mechanism

      Eurobank operates on the basis of high ethical standards, integrity, transparency, and accountability. Our strategic commitment is to safeguard our reputation and clientele. For this reason, it is of primary concern for staff to act with honesty and a high sense of responsibility, and to ensure safeguarding of the assets and resources under its responsibility.

      In this context, Eurobank applies the rule of zero tolerance in cases of fraud, corruption, violation of legislation related to money-laundering and generally actions that cause material and reputational damage to Eurobank.

      Eurobank has a Policy of Reporting Unethical Conduct in place which intends to facilitate the members of staff of Eurobank and concerned third parties to submit Reports on any actual, attempted or suspected fraud or other unethical conduct, while eliminating any concerns that their Report may result in adverse consequences for themselves.

      Discover more about the whistleblowing mechanism.

      Conflicts of Interest

      Eurobank understands, identifies, manages and prevents situations that may lead to conflicts of interest. To that end, Eurobank has a “Conflicts of Interest Policy” in order to identify and manage situations that give, or may give, rise to actual, potential or perceived conflicts of interest in accordance with local legislation and international best practices.

      Conflicts of interest may arise when the personal, business or financial interests of a Staff member deviate from the interests of Eurobank or key stakeholders (e.g. clients, shareholders, suppliers etc.).

      Discover more about the conflicts of interest.

      Anti-Bribery and Corruption

      Eurobank shows zero tolerance towards bribery and corruption. To that end, there is an “Anti- Bribery and Corruption Policy” applied to all Eurobank Staff aiming to prevent instances of bribery and corruption and promote integrity within the business environment.

      Eurobank provides ongoing training and briefing of staff on the prevention and identification of bribery and corruption incidents.

      Discover more about the anti-bribery and corruption.

      International Regulations on Economic Sanctions

      Eurobank has developed policies, procedures and monitoring mechanisms to fully comply with current legislative and regulatory framework and to deal with violations of International Regulations, by prohibiting, interrupting and identifying any case of an economic entity/organization/country, associated with terrorist activities, human trafficking, drug trafficking and arms trafficking.

      There is also a pertinent training for the Staff to understand and identify cases of financial sanctions and cases where a total or partial ban on economic activity is foreseen, while encouraging Staff, and in particular authorized executives, to report all cases of financial offenses that are encountered.

      Code of Conduct and Ethics

      The Code of Conduct and Ethics highlights the importance Eurobank attaches to integrating principles in the way we behave as professionals and the way we conduct business. The Code is for every Eurobank staff member, irrespective of segment, level or job description, a daily vade mecum. 

      The Code of Conduct and Ethics acts as a regulatory framework for Eurobank, and is complementary and subsidiary to the existing legislation. Moreover, the Code is complemented by specific policies, which serve as a further point of reference for Eurobank staff.

      In 2021, there were no confirmed:

      • Incidents of corruption.
      • Incidents in which employees were dismissed or disciplined for corruption.
      • Incidents when contracts with business partners were terminated or not renewed due to violations related to corruption.

      Discover more about the Code of Conduct and Ethics.

      Regulatory compliance

      Group Compliance is an independent unit that reports functionally to the Audit Committee of the Board and for administrative purposes to the CEO. Group Compliance supervises the overall compliance function within the Group. In this context, the Compliance Divisions/Units of the Group in Greece and abroad have a direct reporting line to Group Compliance.

      Group Compliance's mission is to promote a corporate culture that encourages integrity through ethical conduct and commitment to compliance with the applicable regulatory framework and the international corporate governance standards.

      Discover more about the Group Compliance.

      Management Systems

      Focusing on sustainable development and responding to today’s ever-changing needs, Eurobank continues to strengthen its internal processes and manage risks in the best possible and most effective ways. Furthermore, it and implements management systems with processes and procedures that are in accordance with the ISO (International Organization for Standardization) International Standards.

      Certified Management Systems

      Certified Management Systems Eurobank’s certified management systems include the following:

      • Quality Management System (ISO 9001) as of 2000
      • Environmental Management System (ISO 14001) as of 2004
      • Energy Management System (ISO 50001) as of 2015
      • Occupational Health and Safety Management System (ISO 45001) as of 2006
      • IT Services Management System (ISO 20000) as of 2013
      • Business Continuity Management System (ISO 22301) as of 2013

      Discover more about the management systems.

      NEXT SECTION
      Risk Review