CHARTER OF THE NBG BOARD HUMAN RESOURCES & REMUNERATION COMMITTEE I. Purpose of the Committee The purpose of the NBG Board Human Resources & Remuneration Committee ( the Committee ) is to assist NBG s Board of Directors ( the Board ) in performing its duties in respect of attracting, retaining, developing and motivating executives and employees of the highest professional and moral caliber; developing a framework for fairly evaluating effort and rewarding performance; developing and maintaining a coherent system of values and incentives for human resources ( HR ) throughout the NBG Group; and ensuring that the preparation and implementation of the Group Remuneration Policy and the relevant procedures comply with the legislative and regulatory framework. Specifically, the Committee is responsible for ensuring that the Bank has a clear, well documented and transparent pay policy which is consistent with the Bank's business strategy, risk profile and risk appetite and should not encourage excessive and short-term risk taking. The pay policy should comply with the applicable regulatory provisions on remuneration and, in particular, with Law 4261/2014, as amended. In fulfilling its tasks and duties, the Committee shall take into consideration the long-term interests of shareholders, investors and other stakeholders of the NBG Group, while ensuring sound and prudent management of the Bank and preventing or minimizing any conflict of interest. II. Membership of the Committee 1. The Committee shall be composed of at least three (3) Board members, which should not exceed 40% (rounded to the nearest whole number) of total Board members. All members of the Committee are non-executive, while the majority of the members including the Chairman should be independent non-executive, as same are defined in NBG s Corporate Governance Code. One of the HFSF's representatives on the Bank's Board should be a member of the Committee. 2. The Committee members and Chairman shall be appointed by the Board on the recommendation of the Corporate Governance & Nominations Committee, and shall be selected on the basis of their competence and experience.
3. The Committee s members should include individuals with experience in the financial sector. At least one Board member should have adequate expertise, training and professional experience in risk management and audit activities, mainly in alignment of remuneration policy with the risk and capital profile of the Bank, so as to assist in aligning the remuneration structure with the Bank's risk and capital profile. 4. The Committee should not include members who are senior executives in companies in which other Board members or senior executives of the Bank hold a position that could influence their remuneration. 5. Membership of the Committee does not rule out the possibility of participating in other Board committees of the Bank. 6. The Committee members shall be appointed for a one-year term of office, which can be renewed indefinitely. 7. According to NBG s Corporate Governance Code, Committee members shall receive an annual remuneration for their membership on top of their basic remuneration as Board members. III. Duties and Responsibilities of the Committee To carry out its task the Committee shall undertake the following duties and responsibilities: 1. Prepare the Remuneration Policy of employees, Management and Board members of the Bank and Group Companies; 2. Deliver an opinion on remuneration of high-ranking officers prior to their appointment, when such remuneration diverges from the Remuneration Policy; 3. Review NBG s annual corporate agreement with its unions prior to its final approval, and present to the Board its views and remarks thereon; 4. Review annually NBG Group s Code of Ethics and Conduct and its implementation in respect of HR issues; 5. Review annually the NBG Group HR Report (prepared by the General Manager of HR) which deals with key aspects of the Group s HR policies, including the effective cultivation of talent. The Report shall include HR demographic data, recruitment strategies, a profile of staff mobility, and training initiatives, and survey the degree of work satisfaction among staff. The Committee shall report to the Board on its findings and recommend future actions;
6. Formulate, review regularly and coordinate the policy and procedure for evaluating the work of the Board s executive members, to be carried out by the Board in accordance with NBG s Corporate Governance Code; 7. Review regularly the policy and procedure for evaluating General Managers and Assistant General Managers and top executives in the principal NBG Group affiliates. To this end, the Committee shall review on an annual basis the main conclusions of such evaluations and the key terms included in the said executives employment contracts with the Group; 8. Coordinate Board work regarding succession planning for the CEO and other executive directors of the Board; 9. Submit proposals to the Board on formulating or amending the terms of the CEO s contract and, following the proposal of the CEO, on formulating or amending the terms of the contracts of the executive directors of the Board and the Bank s General Managers and Assistant General Managers; 10. Propose to the Board nominations for NBG s General Managers and Assistant General Managers on the CEO s recommendation, pursuant to NBG s Articles of Association; 11. Call the Board to review regularly, and at least annually, the Group Remuneration Policy with particular focus on the impact and incentives created by risk, capital and liquidity management. The Committee shall recommend corrective measures on issues that arise during the regular review; 12. Monitor regularly the implementation of Group Remuneration Policy on the basis of a relevant report by the HR General Manager, and submit proposals to the Board when necessary. The Committee shall cooperate with other committees of the Board, such as the Risk Management Committee and the Audit Committee, with Risk Management, Compliance, Internal Audit Inspection, HR and Strategic Planning Divisions, as well as with external experts, whenever required, with regard to monitoring the implementation of the Remuneration Policy; 13. In the framework of the Remuneration Policy, submit proposals to the Board on the Group s aggregate level of bonuses as well as on the adoption of new, or amendment of old, long-term share-related incentive plans; 14. Review regularly the remuneration policy for the Board s non-executive members (including the Board Chairman), and make proposals to the Board regarding the annual remuneration determined for the non-executive Board members, which is submitted for approval to NBG s Annual General Meeting of Shareholders; 15. In line with the Remuneration Policy, submit proposals to the Board on: a) the remuneration of the CEO and b) following the proposal of the CEO, the remuneration of the executive directors, of senior executives and highest paid employees of the Bank. Such remuneration should reflect the powers, duties, expertise and responsibilities of the persons indicated under a) and b). In fulfilling the said duty, the Committee should pay particular attention to the impact of its decisions on risk profile and management.
16. Supervise directly the remuneration of top executives in the Group Risk Management and Compliance Divisions; 17. Approve the remuneration of Head of Internal Audit after consulting with the Audit Committee; 18. Remuneration of all Board members and senior officers is evaluated against benchmarking data of peers. Outside review/validation of the Remuneration Policy should be sought by the Committee from a well reputed specialized consulting company; 19. Review regularly trends in executive compensation and HR management and benchmarking in the banking sector and provide for an official assessment of possible scenarios in order to establish the impact of future (internal or external) events on the remuneration system. The Committee shall receive and assess the reports submitted regularly by the Internal Inspection Division, on the basis of which the Committee shall conduct back tests on the remuneration system; 20. Perform any other activities within the purview of this Charter, at the request of the Board or as required by the Corporate Governance Code; IV. Modus operandi of the Committee 1. The Committee shall meet at least three times a year and keep minutes of its proceedings. The Committee Chairman briefly informs the Board on the progress of the Committee s work since its last meeting, decides upon the agenda, the frequency and the duration of the meetings and, in general, ensures the Committee s efficiency in discharging its duties. In the event of resignation, absence or impediment, the Chairman shall be replaced by the senior member of the Committee. The Bank s Legal Counsel participates in the meetings of the Committee, though without voting rights. At its first meeting of each calendar year the Committee will decide on an annual calendar and rolling agenda. 2. The HFSF representative has the right to include items in the agenda of the Committee meeting by submitting them in writing to the Chairman of the Committee at least one (1) day prior to the scheduled Committee meeting. 3. The Committee may meet by video or conference call should its Chairman so decide. The Chairman may also ask the Committee to decide on certain documents through the exchange of emails, faxes or letters. 4. The Committee shall have quorum and duly convene when half plus one of its members are present, including the Chairman or his substitute. A duly convened meeting of the Committee at which a quorum exists is authorized to exercise all or any of the powers and authorities of the Committee. A member s participation in a meeting by video link or audio link shall be deemed valid for these purposes. Decisions shall be validly taken by simple majority vote of the members present. In the event of a tie, the Chairman s vote shall be decisive. 5. In the event of a non-unanimous decision on any subject of the Committee, the opinions of the minority shall be recorded in the minutes.
6. The Committee meetings shall be convened by the Secretary of the Committee at the request of the Chairman. With specific regard to the HFSF representative, if he submits a request to hold a Committee meeting and the Chairman fails to call a meeting within 7 days of the said request, the HFSF representative shall be entitled to convoke an extraordinary Committee meeting within 5 days as of the expiry of the 7-day period. Notice shall be given to each member of the venue, time and date of each meeting. The agenda of items to be considered at each meeting, together with supporting documents, will normally be supplied to each member at least three business days in advance of the meeting, unless the Chairman decides otherwise for a certain material reason, though in any case without prejudice to the provisions of the Relationship Framework Agreement between NBG and the HFSF regarding informing the HFSF representative. If the agenda and the respective supporting documents are supplied to members of the Committee less than three business days prior to the scheduled meeting, they can be accepted for consideration by the meeting only if all Committee members agree. The relevant documents may be circulated by email. Decisions and minutes of the Committee meetings are made available within ten (10) business days after the respective meetings. 7. The Committee may invite to its meetings any Board member, NBG or NBG Group affiliate officer or such other person deemed appropriate to assist it in performing its responsibilities. When NBG or NBG affiliate executives are invited to a meeting, the Committee shall notify NBG s CEO accordingly. If invited to attend a Committee meeting, the NBG or NBG affiliate executive concerned is under obligation to attend. The CEO should not attend or take part in Committee meetings at which his remuneration is discussed and decided. In fulfilling its tasks, the Committee shall regularly consult with the CEO and the Group s Head of HR. 8. The Committee has Board authorization to hire and retain independent advisors to assist it in legal, executive head-hunting, compensation or other matters, at its sole discretion, and to approve related fees and retention terms in accordance with the Corporate Governance Code. In addition, the Committee shall review the appointment of external remuneration consultants by non-executive members of the Board for the purpose of receiving advice or support. Following consultation with the Chairman of the Board, the Committee shall also receive any funding it deems necessary or expedient for ordinary administrative expenses. 9. The Committee may delegate specific responsibilities and authorities within the purview of its responsibilities and authorities to one or more Committee members, insofar as this is permitted by applicable legislation and avoids any conflicts of interest. 10. In discharging its duties, the Committee is assisted by a Secretary, who may be the Bank s Board Secretary or another competent officer appointed by the Chairman of the Board. The Committee Chairman can request the
Chairman of the Board to replace the Committee Secretary if the Secretary s assistance to the Committee is not considered adequate. 11. If required, the Committee shall provide adequate information to the General Meeting of Shareholders of the Bank regarding its activities. 12. The Committee may require the management to provide access to any information concerning remuneration within the Bank, as well as any report and information on risks, in a manner that does not hinder the ordinary activities of the Bank. In particular, the Committee may request access to any report prepared by external experts, committee of the Bank's management or any other Division, as defined above under III.9, or any special data and information provided by the said Divisions. This Charter will come into force upon its approval by the NBG Board, except where expressly stated otherwise, and can be amended at any time by a Board decision to that effect. The Committee prepares and submits to the Board of Directors a brief annual report of its work, including an assessment of the effectiveness of its Charter and the implementation of the regulatory framework regarding HR issues, and submits to the Board for approval proposals on any modifications it deems expedient.