The Hellenic Financial Stability Fund (the “HFSF”) and the National Bank of Greece S.A. (the ‘Bank’) have reached a mutually acceptable agreement which reaffirms their commitment to a constructive cooperation and will contribute to the stability and the progress of the Greek banking system.
The agreement is in accordance with the existing Relationship Framework Agreement, the corporate governance rules and the European legal and regulatory framework.
The key points that both parties have concluded to are:
- The HFSF will nominate one new member on the Board of Directors of the Bank to be
elected, at the latest, until the next Annual General Meeting of shareholders of the
Bank. The relevant proposal will be submitted through the Corporate Governance and
Nominations Committee of the Bank in accordance with the BoD members Nomination
Policy and the Articles of Association of the Bank. - The Board of Directors reconstitution process will be completed before the end of
January 2017 for all members who do not fulfill the eligibility criteria of Law 3864/2010
(the “HFSF Law”) as in force. The Bank, as previously stated, supports maintaining
employee representation at the BoD in accordance with the above provisions of the
legal and regulatory framework. It is noted that the BoD reconstitution process is almost
complete, with the addition of three independent Non-Executive Members (experts),
possessing significant international banking experience and knowledge of the European
Banking Regulatory Framework. - The Bank commits, by the next Annual General Meeting, to implement in accordance
with international best practices a permanent succession program for important
positions on the Board of Directors, including the position of Board Chair. In addition,
the latest until the next Annual General Meeting, the Management of the Bank will have
completed a process of identifying senior executives in order to contribute, at Board of
Directors’ level, to the work of the top management, in accordance with internal
governance rules. - The Bank will define and implement in Q1 2017 a new Policy for the annual performance
appraisal of Senior Management, with specific KPIs, in accordance with international
best practices applied in the financial sector.
The Chairman and the Chief Executive Officer of the Bank will continue their close
cooperation with the General Council of the HFSF with the aim to successfully implement
the Restructuring Plan of the Bank.
The HFSF’s commitment, according to the HFSF Law, to drive the change in the area of
corporate governance, will further strengthen the Greek systemic banks position to address
strategic challenges and effectively serve the interest of their customers thus supporting the
wider recovery of the Greek economy.