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
- Certification regarding correspondent accounts for foreign banks
- 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
1. Mr. Konstantinos Makedos, Chairman of the Board, non-executive member
Attica Bank President, Konstantinos Makedos, is a Civil Engineer from the Aristotle University of Thessaloniki and has been President of the Engineers and Public Works Contractors Fund (ΤΜΕΔΕ) since its establishment on 1/1/2017. During his tenure, the Fund became a full member of the European Association of Guarantee Institutions. In addition, following a positive recommendation from the Bank of Greece, the Fund was evaluated and approved by the European Central Bank (ECB) as a qualified shareholder of special participation in financial institutions in Greece and Europe. It is noteworthy that TMEDE ensures terms of maximum transparency by applying the International Financial Reporting Standards to its financial operation. In addition, the Entity is a pioneer on a European level regarding its digital transformation and at the same time it presents a highly satisfactory image with significant annual surpluses. Mr. Makedos is an elected member of the Panhellenic Delegation of the Technical Chamber of Greece, while he served as Vice President of the Unified Insurance Fund of Independently Employed (ETAA) until 2016. For many years he was a member of the Management Committee of the Technical Chamber of Greece and responsible for the Financial and Insurance-Actuarial issues of the Chamber. Konstantinos Makedos is a freelance professional, public works researcher, shareholder and CEO of CONCEPT CONSULTING ENGINEERS Engineering Company S.A.
2. Mr. Konstantinos Tsagkaropoulos, Vice-Chairman of the Board, non-executive member
Konstantinos Tsagkaropoulos is a lawyer, graduated from the National and Kapodistrian University of Athens Law School. He is highly experienced in the areas of supervision and control of Banking Institutions and Public Entities, Public and Private Partnerships, Public Contracts, State Aid Law, Tax Law, Banking Law, State Guarantees, Development Law, Social Security Law, Employment Law, EU Law, Administrative Law, Civil Law, Criminal Law, Commercial Law and GDPR. Since August 2019 he is the Deputy Governor A' of e-EFKA, while in the past he was Legal Representative Rank A' at the Legal Council of the State and Legal Advisor to the Hellenic Ministry of National Defence, the Ministry of Development and Competitiveness, the General Accounting Office of the State, the Ministry for Employment and Social Protection and the Ministry for Agricultural Development and Food. Since December 2019 he is appointed to the position of Adjunct Lecturer of the School of Law of the European University Cyprus on Social Security Law. He is also an elected Member of the Municipal Council of Marousi (acting as advisor to the Mayor on issues related to the Employment Law and the Social Security Law) and an elected Member of the Piraeus Bar Association's Council during the period 1/1/2018-30/8/2019.
3. Mr. Theodoros Pantalakis, CEO, executive member of the Board
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). In parallel, in the period 1983-1985 he was a partner of the Vice Minister of National Economy Mr. K. Vaitsos and from 1985 to 1988 Head of the office of the Vice Minister of National Economy Mr. Th. Karantzas. From 1991 to 1996 he was assistant General Manager in the Interamerican Group. From 1996 to 2004 he was Deputy Manager of the National Bank of Greece (ETE), Vice President of ATHEX, President of the Central Securities Depository and Chairman of the Execitive Committee of ETE. In May 2004 he became Vice Chairman in the BoD of Piraeus Bank and in 2009 Vice President and Deputy CEO of the Group. From 2009 to 2012 he was Chairman of the Bod and President of ATEbank and member of the BoD of EET. From 2012 to 2016 he was Chairman of the BoD of Apollonios Kyklos SA, Vice President of the SA and Ltd. Union, executive of DEMKO SA, member of the BoDs of the companies of the ELLAKTOR Group, ELPE, Retail World and MAD DOG SA. Since September 2016 he has been Deputy Chief Executive Officer in the Bank, member in the Boards of Directors of ELPE and R.E.D.S SA and Vice Chairman of the BoD of the SA and Ltd. Union.
4. Mr. Ioannis Tsakirakis, Deputy CEO, executive member of the Board
He studied Economics in the Athens University of Economics and Business and holds an MBA in Economic Statistics and Econometrics from the University of Athens. He has had over 30 years of experience in the banking sector, having worked in various banks, as well as in portfolio management companies. In May 2015 he became Deputy Chief Executive Officer and Head of the Credit Restructuring General Management Department of Attica Bank and in September 2016 he was elected executive member of the BoD of the Bank as Deputy Chief Executive Officer. He has worked in the National Bank of Greece (8.2013 -12.2013), in Probank (1.2002 – 7.2013), in EUROBANK FINANCE SA (8.2000 – 12.2002) and Ergasias Bank (9.1990 – 7.2000).
5. Mr. Alexios Pelekis, non-executive member
Alexis Pelekis is a lawyer, a member of the Athens Bar Association and a partner of the "PELEKIS LAW FIRM". He studied at the Law School of the National and Kapodistrian University of Athens, from which he graduated with honors, while he continued his studies at the University of Paris II, from which he received postgraduate degrees in Public Law (1988) and Financial and Tax Law (1989). He has been practicing law since 1989 and specializes in Administrative Regulatory issues of supervised companies, Tax Law, business reclamation and the settlement of relations with creditors, in particular banking institutions, and finding viable solutions in business loans, Company Law (acquisitions and mergers), investments in the real estate market and energy (especially RES). He was a member of the Legal Council of Attica Bank for the period from November 2018 to June 2019, while from10/6/2020 is an independent non-executive member of the board of directors of the Cypriot company "GMM Global Money Managers AIFM Ltd", after a positive evaluation by the company supervising the Cyprus Securities and Exchange Commission. In the context of his involvement with banking practice and to enhance his knowledge he participated in the months May 2019 and May 2020 in training seminars of the Hellenic Banking Institute, lasting 16 and 12 hours respectively, which concerned banking operations. He speaks and works fluently in English and French.
6. Mr. Ilias Betsis, non-executive member
Ilias Betsis is a lawyer before the Supreme Court of Greece and a member of the Athens Bar Association. He holds a Law Degree from Aristotle University of Thessaloniki and an Economic and Political Sciences Degree from Aristotle University of Thessaloniki. He was Head of the Legal Department of Attica Bank from 1/1/2017 until 2019, previously he was Head of the Legal Department of Agricultural Bank of Greece (ATEbank) (from 1998 to early 2012) and Legal Counsel (Lawyer) of Agricultural Bank of Greece under liquidation (from 10/2012 to 12/2016). For several years he was non-executive Chairman of the Board of Directors of the companies HELLENIC SUGAR INDUSTRY, ATE Leasing and DODONI S.A. Agricultural Dairy Industry of Epirus, and non-executive member of the Board of Directors of the Credit Institutions AGRICULTURAL BANK OF GREECE (from 5/2010 to 7/2012) and FBB FIRST BUSINESS BANK (2002-2004), as well as of the public or non-public companies HELLENIC PETROLEUM S.A., DUTY FREE SHOP (KAE S.A.), AGRICULTURAL INSURANCE S.A., ATE CARD and ATE LEASING. He was also the Authorized Liquidator of the Central Service Management of Domestic Production (KYDEP). His legal activities in general include presentations in training seminars of executives and lawyers of the former ATEbank, participation as a member in the Legal Council of ATEbank regarding questions or opinions on legal and banking issues raised by the Bank's Management, while finally, he participated as a member in the Examination Committee of candidate lawyers of the Athens Bar Association. He is currently practicing law at his law office in Athens.
7. Mr. Sotiris Karkalakos, Independent non-executive member
Sotiris Karkalakos serves as a Professor of Business Economics at University of Piraeus. He holds a BSc degree in Economics from University of Piraeus. He was awarded a MSc degree in Financial Economics from Florida Atlantic University (USA) and a PhD Degree in Applied Economics from University of Illinois at Urbana-Champaign (USA). He has been appointed as a faculty member in University of Exeter (UK), Keele University (UK), DePaul University (USA) and in University of Illinois at Urbana-Champaign (USA). He provides consultation on various areas, such as Financial Investments, Financing and Regional Development, both in public and private sector. He teaches business analysis, econometric analysis, corporate finance, regional economics, and capital tax competition. He holds publications in international journals and he regularly participates in international conferences and workshops in Greece and abroad.
8. Mr. Christos-Stergios Glavanis, Independent non-executive member
Christos Glavanis is an experienced executive, with over 35 years in the consulting sector, who led EY as a Managing Partner in Central and Southeastern Europe based in Greece and then in the private sector. Mr. Glavanis participates as a Non-Executive Member in Boards of Directors of prestigious companies. Mr. Glavanis, while leading in EY, was responsible for several years for offering the Corporate Finance services of the company covering Western and Southeastern Europe. As a member of EY and then head of the Family Office, Christos had extensive involvement in many M&A transactions in various sectors. His experience has also been covered as a reference accountant in IPO in Greece and companies listed on NASDAQ and Certified Auditor in leading Greek companies. He has studied Economics at the University of Hull and he is a member of the Board of Certified Auditors.
9. Mrs. Aikaterini Onoufriadou, additional, non-executive member and representative of the Greek State in accordance with the provisions of Law 3723/2008.
She holds a degree from the Finance Department of the Law Faculty of the University of Athens, as well as a training title in Factoring, following a 6-month seminar. In addition, she holds a TUV Inspector certificate. She speaks English and French. She has worked as an employee in the Agricultural Bank of Greece (1980-2010), Manager in Branches and Departments, as well as in the Training Centre of ATEbank in the employee training, to the rank of Deputy Manager. From 2010 to 2019 she worked on a voluntary basis in the office of the Prime Minister Kyriakos Mitsotakis. Since 2014 she has been Head of his Political Office. She is also Manager of the Mentoring Alive Committee of the European Union of Women in Greece, as well as member of the BoD of the Hellenic Electricity Distribution Network Operator (ΔΕΔΔΗΕ). Finally, she also a member of the Corporate Governance Committee of ΔΕΔΔΗΕ.
Board of Directors’ and Bank Committees
The Audit Committee is composed of at least three (3) non-executive members of the Bank’s Board of Directors, two (2) of whom are independent non-executive members. The Members of the Audit Committee are elected by the General Meeting of shareholders. The term of office of the Audit Committee’s members is three years. Renewal of the term of office or modification of the Audit Committee’s composition shall always be made by decision of the Bank’s General Meeting. In case of resignation of an Audit Committee’s member, the vacant position is filled upon decision of the Bank’s Board of Directors, which shall be submitted to the next General Meeting of shareholders for approval. The General Meeting shall also appoint the Audit Committee’s Chairman, who cannot exercise the duties of the Board of Directors’ Chairman or the Risk Management Committee’s Chairman. The Audit Committee’s member must have sufficient knowledge of the banking and in general financial sector.
The Committee shall, inter alia, monitor, examine and evaluate the financial reporting process and make recommendations or proposals to ensure its integrity, where appropriate.
It also assesses the scope of audits performed by the Certified Auditors and the External Auditors, their working methods and generally the services they are required to provide to the Bank and the Group.
It monitors, reviews and evaluates the adequacy and effectiveness of the Bank’s overall policies, procedures and safeguards with regard to the Bank’s Internal Audit System, quality assurance and risk management concerning financial reporting issues.
It oversees the adoption of accounting standards by the Bank, receiving fully reasoned information from the CFO including the implications of their implementation.
It facilitates communication between the Board of Directors, Management, Internal Audit and External or Certified Auditors and the Bank of Greece regarding the exchange of views and information.
Committee for the Nomination of Board of Directors’ members and (Remuneration of ATTICA BANK ATE
The Committee is composed of at least three (3) non-executive Board of Directors’ members, who, at least in their majority, including its Chairman, are independent non-executive members. The Committee’s Chairman and its members as well as the exact number of its members are appointed and determined, respectively, by decision the Bank’s Board of Directors.
The term of office of the Committee’s members is the same as their term of office as members of the Board of Directors. In the event a member leaves the Committee for any reason, such member is replaced by decision of the Bank’s Board of Directors. Until the decision on the replacement is adopted, the Committee will continue to operate as long as the number of the remaining members is at least three.
The Committee’s responsibilities, among others, include:
Planning and coordinating the implementation of the process of identifying and selecting candidates for the Board of Directors and its committees.
Describing the individual skills and qualifications required to fill the positions of the Board of Directors’ members and the estimated term to be devoted to the corresponding position.
Assessing periodically and at least annually:
the structure, size, composition and performance of the Board of Directors and submission of recommendations to the latter regarding any changes it deems appropriate;
the combination of broadness, knowledge, skills and experience per subject of the Board of Directors’ members on an individual and collective level and submission of a relevant report to the Board of Directors.
Validating the appointment of senior management executives, with the exception of the heads of the Internal Audit Division and the Regulatory Compliance & Corporate Governance Division, who are appointed by the Audit Committee and the head of Risk Management Unit who is appointed by the Risk Management Committee, after consulting with the Committee.
Assessing existing or potential conflicts of interests of the Board of Directors’ members with those of the Bank, including transactions of the Board of Directors’ members with the Group, and submission of relevant proposals to the Board of Directors, in accordance with the Bank's Internal Regulations and best international corporate governance practices.
This Committee, among others, deals with the planning and coordination of the implementation of the process of identifying and selecting Board of Directors’ members and its committees with the purpose of formulating proposals and submitting them for approval to the Board of Directors for the election of the Board’s members, in accordance with the legal and regulatory framework and the Bank’s Articles of Association.
Moreover, it submits proposals on the Remuneration Policy of the Bank’s and the Group’s personnel, including those that have an impact on the risks undertaken and their management and suggests to the Board of Directors the adoption of decisions.
It directly supervises the remunerations of the senior executives of the Risk Management Division, the Regulatory Compliance Division and the Internal Audit Division.
In addition, it informs, advises and assists the Board of Directors on the planning, formulation, review and oversight of the implementation of the Remuneration Policy and supports the Board of Directors.
The Committee’s Regulation is approved by the Bank’s Board of Directors and may be reviewed on a regular basis, at least annually or extraordinarily depending on changes in the parameters adopted during the ordinary review.
Risk Management Committee
The Risk Management Committee is responsible for carrying out the duties set out in this Regulation in order to be able to adequately inform the Board of Directors on all matters relating to the risk-taking strategy and the risk tolerance level in carrying out its duties. The Risk Management Committee is composed of at least 3 (three) non-executive Board of Directors’ members, of whom at least one (1) shall be an independent non-executive Board of Director’s member. One member (1), who cannot be the Board of Directors’ Chairman, is designated as the Committee’s Chairman.
The Committee’s members, both at individual and collective level, must have sufficient knowledge and experience in the area of risk management and, in particular, in risk management and control practices, to effectively cover all forms of risk, including operational risk and to ensure their unified control, their specialized treatment and the required coordination at the level of the Group’s Bank.
The Committee, among other things, advises and supports the Board of Directors regarding the monitoring the Bank's overall present and future risk-taking and risk-taking strategies, taking into account all types of risks, to ensure that they are consistent with the Bank's business strategy, objectives, corporate culture and corporate values.
It assesses annually the adequacy and effectiveness of the Bank's and the Group's risk management policy, and in particular compliance with the specified level of risk tolerance, the appropriateness of limits, the adequacy of forecasts and the general adequacy of equity in relation to the amount and form of the risks assumed, at least on the basis of the annual CRO report and the relevant extract of the Internal Audit Unit report. The Committee’s Regulation is approved by the Bank’s Board of Directors and is be revised whenever necessary, in accordance with any changes made.
The Executive Committee monitors and ensures the smooth and efficient operation of the Bank in implementing its strategy, business plan and budget, as approved by the Board of Directors. It is composed by at least eight (8) members, one of whom is the CEO, who is appointed as its Chairman.
The Committee monitors the achievement of the objectives at the Bank and Unit level, examines deviations, decides on corrective measures and provides guidance to the competent corporate structures. In addition, it specifies the implementation of the strategy, coordinating the actions of the Bank's Units, and decides the policy of developing the network and the Group.
Asset-Liability Management Committee (ALCo)
The Asset-Liability Management Committee (ALCO) is composed of at least 3 (three) members, one of whom is the Bank’s CEO, who is appointed as its Chairman, as well as of consultative members. The principal members may be either executive members of the Board of Directors or executives of the Bank.
It forms the policy of the Bank and the Group’s companies regarding the structure, pricing and management of Assets and Liabilities. It also monitors the financial developments and the basic business assumptions based on which the Bank formulates its policy.
Among other things, the Asset-Liability Management Committee (ALCO) decides the framework for undertaking and hedging liquidity and interest rate risks using the appropriate tools and sets out the broader interest rate policy of the Bank and the Group’s companies.
It determines and supervises the implementation of the Bank's internal pricing system and establishes the internal pricing policy between deposit / lending units and approves the liquidity contingency plan and diversifies the Bank's sources of cash flow.
It also approves the stress test program and examines the results of applying scenarios for extreme changes in capital markets and evaluates and approves the launch of new deposit or loan products as well as the Bank's expansion into new products or services that are compatible with its strategic planning.