Pronciples and policies of Compliance and Corporate Governance Directorate.
The object of Compliance and Corporate Governance is to prevent and effectively manage the risks of non-compliance of the Bank and of the Group’s companies with the current regulatory framework which governs their operation, by establishing appropriate policies and procedures and adopting mechanisms for recognizing, controlling and monitoring the pertinent risks. Additionally, it must also monitor and ensure that it preserves the principles and practices, on which the Bank is organized, managed and operated, so as to safeguard and preserve the legitimate interests of all those associated with the Bank.
The Compliance and Corporate Governance Directorate was formed within the framework of implementing the regulations of the BASEL supervisory framework (as applicable) and the provisions of Bank of Greece Governor's Act 2577/2006, and is responsible for managing the risk from the non-compliance of the Bank and the Group companies with everything set by the applicable regulatory framework. Organizationally, it comes under the CEO, it drafts reports to the Audit Committee and the Board of Directors regarding topics that come under its responsibilities and is subject to control from the Internal Audit Unit as to the efficiency and effectiveness of its procedures. As an administratively independent unit, it has uninterrupted access to all data and information necessary for the execution of its duties and is managed by a selected person (Head of Compliance) who is proficient in banking and investment activities.
Responsibilities of Compliance and Corporate Governance
The prevention and effective management of the risks of non-compliance of the Bank and the Group’s companies with the current regulatory framework which governs their operation, by establishing appropriate policies and procedures and adopting mechanisms for recognizing, controlling and monitoring the pertinent risks.
Its responsibilities include receiving, examining and settling the complaints and indictments of clients and transactors towards the Bank, seeing to the just and objective examination and the timely written reply, based on data and opinions which it receives from the competent Units or Services. In specific, among others, the Directorate:
- Checks the compliance of the Bank and the Attica Bank Group with the applicable regulatory framework, which regulates the prevention of using the financial and credit system, money laundering and funding of terrorism. As to this, it is responsible for checking the compliance of the Bank’s organizational units with the obligations stemming from the aforementioned framework, as well as from the Group’s Compliance Policy which has been established by the Bank, and it structures the appropriate environment for the timely detection, deterrence, investigation and reporting of similar attempts.
- Makes proposals to the Management, through the Directorate, about topics regarding drawing up and implementing the Bank’s and Group’s policy in the field of compliance, taking into consideration the institutional framework about Corporate Governance and the supervision of the financial and credit institution.
- Submits an annual report on compliance issues to the Bank of Greece, as to the institutional framework.
- Keeps a full archive of outsourcing agreements and submits it to the Bank of Greece, in accordance with the applicable Attica Bank Outsourcing Policy and the regulatory framework (Bank of Greece Governor's Act 2597/2007 and Decision 2/452/1-11-2007 of the Capital Market Committee), quarterly reports (on a unified basis) of the valid agreements and the Outsourcing Services provisions catalogue.
- Sees, through the proper procedures, to the adherence to the deadlines for the fulfillment of the obligations provided by the regulatory framework in force and provides a relevant statement to the Board of Directors.
- Ensures the full cooperation of the currently controlled Units with those authorized by the Supervisory Authorities and collaborates itself when required.
- Establishes and applies appropriate procedures and assists the Directorate in drafting an annual programme in order to achieve in a timely manner the full and continuous compliance of the Bank and the Group's companies with the applicable legislative regulatory framework, the Articles of Association and its Internal Operation Regulation, as well as and in preparing an Account of the activity for the previous year, submitted to the Management and the Board of Directors, through the Audit Committee, by the end of the first calendar half-year.
- Monitors, through benchmarks, the compliance of the Bank's and Company's separate Units with the applicable regulatory framework, the Regulations and the Directives of the Managing Authorities as well as the Regulations, Codes and Policies of the Bank and the Group’s companies.
- Ensures the timely and ongoing information of the Bank and the Group employees on developments in the legislative regulatory framework regarding their responsibilities, through the establishment of appropriate procedures and training programs.
- Revises the Compliance Manual and the Internal Operation Regulation of the Directorate.
The Bank has adopted and implements, among others, the following policies:
- Customer Complaint Management Policy.
- Policy to Prevent Money Laundering and Funding of Terrorism.
- Regulatory Compliance Policy.
- Data Protection Policy
Please download the respective files.
- AML Statement
- AML- Wolfsberg AML Questionnaire
- W-8BEN-E Certificate
- Foreign Account Tax Compliance Act – “FATCA”
- Information of the intergovernmental agreement between Greece and USA on the application of FATCA
- Form W8BEN
- FORM W9
- Announcement (CRS-OECD)
- Controlling person tax residency form (CRS-CP)
- Entity tax residency Self-Certification form (CRS-E)
- Individual tax residency Self-Certification form (CRS-I)
Corporate Governance is a system of principles and practices based on which the Bank is organized, operated and governed, so as to preserve and satisfy the legitimate interests of all those associated with it.
Attica Bank applies principles of corporate governance, pursuing to attain transparency in communication with its Shareholders, Executives, Employees, Partners, Contractors and Suppliers, and providing immediate and continuous information to the investing public. By striving to respond consistently to the expectations of the Customers and the State, Attica Bank implements the regulatory framework regarding the financial sector and in particular those things that apply to the fight against corruption.
In the context of effective Corporate Governance, the Bank has separated the duties of the Chairman from those of the CEO and applies an integrated internal audit system to the Group in accordance with international standards and the current regulatory framework.
The Board of Directors has established, among others, the following:
- A Corporate Governance Code, which sets out the basic principles of Corporate Governance adopted by the Group as well as the principles and procedures governing the operation of the Bank's bodies responsible for monitoring the implementation of the Corporate Governance principles.
- A Code of Ethical Behavior and Business Ethics, the General Principles of which are based on the principles of Corporate Governance and which establish the values of integrity, impartiality, entrepreneurship, professionalism, transparency, social and environmental responsibility, respect for human rights, immediate and positive response, teamwork and compliance responsibility.
- Attica Bank's Remuneration Policy, the ultimate responsibility for the efficiency of which belongs to the Board of Directors of the Bank. In order to fulfill its duties, the Board of Directors adopts the above Policy, which is binding for its Members, the Management, the Bank's and the Subsidiaries’ Executives and all the Group's staff as well as the current external consultants and experts.
- A Borrowers Policy for Related Parties and Connected Borrowers. This policy records the rules applied by the Bank for the “Related Parties” (borrowers with a special relationship) and the "Connected Borrowers" with the Bank, as stipulated in the Regulatory (Legislative, Normative, Supervisory) Framework and in particular in Bank of Greece Governor's Act 2651/2012, as applicable. In particular, it analytically records the definition of Related Parties and Connected Borrowers, the process of identifying them, the evaluation criteria, the approval process as well as the framework for monitoring their credit.
- Conflict of Interest Prevention Policy for the members of the Board of Directors and its Chief Executives. This policy determines the way to conduct the control and management of actual or potential conflicts of interest between the Bank, the members of the Board of Directors and senior executives as defined in the current regulatory framework. The Compliance and Corporate Governance Directorate has the obligation to communicate the policy to the members of the Boards of Directors of all the subsidiaries of the bank.
Please download the respective files in pdf format
Board of Directors CVs
CHAIRMAN OF THE BOARD OF DIRECTORS (Non-Executive Member) Panagiotis Roumeliotis
He studied Economics at the University of Sorbonne and holds a doctorate title from the University of Sorbonne and the University of Paris II. He served as Minister of Economy and Trade from 1981 to 1989. In March 2010 he assumed the role of Deputy Executive Manager and representative of Greece in the IMF. From 2012 to 2015 he held the position of Vice Chairman of the Board of Directors of Piraeus Bank. He has been a professor in the Panteion University since 2004. He has also held important positions as a financial consultant in international and domestic research institutes. Since September 2016 he has been the Chairman of the Bank’s Board of Directors.
Chief Executive Officer (Executive Member) Theodoros Pantalakis
He is a graduate of the University of Piraeus with a specialisation in Business Administration. From 1980 to 1991 he worked in ETΕΒΑ (National Bank of Industrial Development Investments) and also served as assistant General Manager in the Interamerican Group until 1996. In March 1996 he assumed the post of Deputy Manager of the National Bank of Greece until May 2004 when he became Vice Chairman in the Board of Directors of Piraeus Bank. From December 2009 to July 2012 he was Manager of ATE (Agricultural Bank of Greece) and a member in the Boards of Directors of big trade and construction companies. Since September 2016 he has been Chief Executive Officer in the Bank.
Deputy Chief Executive Officer (Executive Member) Athanassios Tsadaris
He has graduated from the Faculty of Mathematics of the Aristotle University of Thessaloniki and holds an MBA from the Athens University of Economics and Business. He has had 30 years of experience in the banking sector (Postbank, Geniki Bank, Macedonia-Thrace Bank) and in 2008 he became Attica Wealth Manager in Attica Bank. In September 2016 he was elected executive member of the Board of Directors of the Bank as Deputy Chief Executive Officer.
Deputy Chief Executive Officer (executive member) Ioannis Tsakirakis
He studied Economics in the Athens University of Economics and Business and holds an MBA from the University of Athens. He has had over 25 years of experience in the banking sector (National Bank, Piraeus Bank, Geniki Bank) as well in portfolio management companies. In September 2015 he became Head of the Non-Performing Loans Management Department of Attica Bank and in September 2016 he was elected executive member of the Board of Directors of the Bank as Deputy Chief Executive Officer.
NON EXECUTIVE MEMBERS
He is an economist specializing in issues of government policy and international relations. He has worked as Chairman in the Financial Experts Council of the Ministry of Economics of Greece, member of Eurogroup Economic Committees, member of the Economic Committee of the OECD, executive of the World Bank and member in the Board of Directors of the Supervisory Committee of the National Bank. From 1993 to 2008 he worked in the IMF. He studied Economics in the University of Athens and holds a postgraduate degree from the McMaster University and a Doctorate title from the University of Western Ontario. In September 2016 he was re-elected member of the Bank’s Board of Directors.
He has graduated from the Faculty of Accounting of the Technological Educational Institute of Patras and has teaching experience in the fields of finance and accounting. He has been working in Attica Bank since 1995. In 2004 he was appointed Head of the Capital Markets Directorate and remained in that position until 2006, when he was elected President of the Attica Bank Employees Association. Furthermore, since 2008 he has been a member of the Bank’s Board of Directors as well as a member of the management of OTOE (Greek Federation of Bank Employees Associations) and GSEE (General Confederation of Greek Workers).
NON-EXECUTIVE INDEPENDENT MEMBERS
He has a postgraduate degree from the University of Columbia. From 1995 to 1999 he worked as an IT Systems Engineer for companies abroad (Bell Communications, Quest Communications). In 2004 he became an internal auditor for Eurobank until 2016 when he was elected member of the Board of Directors of Attica Bank. At the same time, he remains a member of the Board of Directors of the international non-governmental organization ISACA (Information Systems Audit and Control Association).
He has graduated from the Athens University of Economics and Business and holds a postgraduate degree from the University of Middlesex. He has had more than 25 years of experience in the banking sector, specialising in corporate funding. He was Head of SMEs Client Coverage in Emporiki Bank and Management Consultant for ALPHA BANK in Wholesale Banking issues. In September 2016, was re-elected member of the Bank’s Board of Directors.
He studied Economics in the Athens University of Economics and Business and holds a postgraduate degree in Finance from the University of Stirling. From 2001 to 2012 he was Head of Retail Banking and a member in the Boards of Directors of subsidiaries of Emporiki Bank. From 2010 to 2012 he worked as a consultant in the Profit Upgrade Committee of Emporiki Bank. He has had 35 years of professional experience in the banking sector in Greece (Emporiki Bank, Citibank) and abroad (Citibank UK), specialising in Retail Banking and Private Banking. In September 2016, he was re-elected member of the Bank’s BoD.
He studied Economics, Statistics and Econometrics in the Universities of Exeter (BA) and Southampton (MSc) in the UK. He holds a Master in Business Administration from the MIT Sloane School of Management. He has had more than 20 years of experience in the banking-investment sector (Chase Manhattan Bank, Ionian Bank, Eurobank Private Bank, Elliniki Bank, Alpha Trust). He was the CEO and member of the Boards of Directors of private companies, CEO of Olympic Properties SA, an Executive BoD member of ETAD SA (Public Real Estate Company SA) and from 1996 to 1998 he served as CFO of Athens International Airport SA. In September 2016, he was re-elected member of the Bank’s Board of Directors.
NON-EXECUTIVE MEMBER (by virtue of the provisions of L. 3723/2008)
She has studied Chemistry in the Aristotle University of Thessaloniki and holds a postgraduate degree from the Open University. She has had over 30 years of experience in the domestic banking sector (Agricultural Bank of Greece), specialising in the funding of small and mid-sized companies.
Board of Directors’ and Bank Committees
The Audit Committee consists of at least three non-executive members of the BoD of the Bank, one of whom shall be independent. The tenure of the Audit Committee Members lasts three years. The renewal of the tenure or the modification of the Audit Committee’s composition shall always be effected by decision of the Bank’s General Meeting. In case an Audit Committee member resigns, the vacant post shall be covered by decision of the Bank’s BoD, which shall be submitted for approval to the next General Meeting of the Shareholders. Moreover, the General Meeting appoints the Chairman of the Audit Committee. The Audit Committee Chairman should have the necessary knowledge and experience in order to supervise the audit procedures and the accounting issues concerning the Audit Committee. In parallel, the Audit Committee, as a whole, should have the proper training and experience required for the materialisation of its work, including the knowledge about the broader operational environment of the Bank and the information systems.
Among others, the Audit Committee observes, annually assesses and submits proposals for the improvement of the adequacy and effectiveness of the Internal Audit System, on a Bank level and on a Group level.
It ensures the independence of chartered auditors, according to applicable law (currently Art. 12, L. 3148/2003).
It supervises and assesses the drafting procedure of published annual and periodical financial reports of the Bank and the Group according to the applicable accounting standards.
It facilitates the communication between the Board of Directors, Internal Audit and External or Chartered Auditors and the Bank of Greece, in order to exchange opinions and information.
The Remuneration Committee has been established and operates under the current regulatory framework (3723/2008, L.4261/2014, και Presidential Decision 2650/19.01.2012) and regards the Group’s credit institution and its subsidiaries.
The Remuneration Committee consists of 4 (four) non-executive members of the BoD, three of whom are independent.
The tenure of the Committee members is annual and is renewed upon decision of the BoD. In case a Committee member departs for any reason whatsoever, they shall be replaced upon decision of the Bank’s Board of Directors.
Among others, the Remuneration Committee proposes to the Board of Directors the remuneration policy of the Bank’s BoD members, the Bank’s staff remuneration policy as well as the remuneration policies for holders of specific posts.
Board of Directors Members Nomination Committee
The Board of Directors Members Nomination Committee is responsible for assessing the adequacy, performance and effectiveness of the Board of Directors.
The Committee consists of at least three (3) non-executive members of the Board of Directors, the Chairman of which at least is an independent non-executive member. The representative of the Bank's current key shareholder may participate in the Committee as a non-voting adviser.
The Chairman and the members of the Committee, as well as the exact number of its members, are appointed by decision of the Board of Directors of the Bank.
The Committee's responsibilities, among others, include:
Planning and coordinating the implementation of the process of identifying and selecting candidate members for the Board of Directors and its committees.
Describing the individual skills and qualifications required to fill the positions of the members of the Board of Directors and the estimated time that should be devoted to the corresponding position.
Periodically and at least annually assessing:
- the structure, size, composition and performance of the Board of Directors and making recommendations to it regarding any changes it considers to be appropriate.
- the combination of the broadness, knowledge, skills and experience of the members of the Board of Directors per issue, on an individual and collective level and submitting a relevant report to the Board of Directors.
Validating the appointment of senior executives, with the exception of the Heads of the Internal Audit Directorate and the Compliance and Corporate Governance Directorate, who are appointed by the Audit Committee and the Head of the Risk Management Unit, designated in turn by the Risk Management Committee following consultation with the Committee.
Evaluating the existing or potential conflicts of interests of members of the Board of Directors with those of the Bank, including transactions of members of the Board of Directors with the Group, and submitting relevant proposals to the Board of Directors, in accordance with the Bank's Internal Operation Regulation and best international corporate governance practices.
Strategic Planning and Communication Committee
The Strategic Planning and Communication Committee supports the Board of Directors in drafting and implementing the Group’s strategic planning.
Among others, the Strategic Planning and Communication Committee:
Makes proposals regarding the setting of long-term goals for the Bank and drawing the Bank’s medium- to long-term strategy, in harmony with the directions and goals set by the Board of Directors.
Drafts and proposes to the Board of Directors the Bank’s business plan and annual budget.
Monitors on a quarterly basis the implementation of the Bank’s annual budget business plan.
Reconsiders the basic goals and re-examines the important business decisions before they are submitted to the Board of Directors for approval, within the framework of drafting the annual budget.
Monitors the Bank’s strategy, provides update on the main performance indexes associated with it or affecting it and submits proposals to the Board of Directors about any remedial actions.
Evaluates proposals for the transformation of the entrepreneurial and operational model of the Bank (strategic co-operations, takeovers or purchases, capital increases etc.)
Updates and supervises the Bank’s strategic works provided by its business plan or required by the institutional and legislative framework.
Sets the guidelines of the Bank’s communication policy.
Monitors the communication with the analysts and institutional investors, the general image of the Bank towards the public (investors, clients etc.) and the development of effective relationships with it.
Risk Management Committee
The Risk Management Committee is responsible for the monitoring of risks that the Group assumes through its activities.
The composition of the Risk Management Committee consists of at least 3 (three) and maximum 4 (four) non-executive Board of Directors members, with sufficient knowledge and experience in the field of risk management. One of the members is appointed as its Chairman.
Among others, the Risk Management Committee supervises the development and implementation of an appropriate risk management framework, which includes specific limits of tolerance or risk taking. The Committee proposes annually to the Board of Directors the risk taking framework for extensive discussion and approval, as well as the evaluation of the appropriacy of the business plan. It provides for the conduct of at least annual stress tests of the market, credit and liquidity risks as well as relevant techniques for operational risk.
The Executive Committee monitors and safeguards the normal and effective operation of the Bank for the implementation of the strategy, business plan and budget, as those have been approved by the Board of Directors. It consists of 9 (nine) members at least, one of whom is the current CEO, who is also appointed as its Chairman.
The Committee supervises the achievement of goals on a Bank and Units level, examines the discrepancies, makes decisions on remedial measures and provides instructions to the competent organizational chart structures. In addition, it specializes the implementation of the strategy, by coordinating the actions of the Bank Units and determines the network and Group development policy.
Assets-Liabilities Committee (ALCO)
The Assets-Liabilities Council (ALCO) is seven-membered. It develops the Bank’s and the Group companies’ policy in issues of structuring, pricing and managing the Asset-Liabilities data. Moreover, it monitors the economic developments and the basic operational premises, based on which the Bank develops its policy.
Among others, ALCO determines the framework of undertaking and offsetting liquidity and interest rate risks by using the appropriate tools and develops the overall interest rate policy of the Bank and the companies of the Group.
It determines and supervises the implementation of the internal pricing system for the Bank’s treasury and establishes the policy of internal pricing between deposit/credit units. It approves the liquidity contingency plan and sees to differentiate between the sources of extracting Bank wealth.
Moreover, it approves the stress test and examines the results from the implementation of scenarios for extreme changes in the capital markets. Finally, it evaluates and approves the circulation of new deposit or loan products as well as the stretch of the Bank’s new products and services that comply with its strategic planning.