Board Composition

Chairman

Mr. Michael Redferne

Independent

 

Vice Chairman

Mr. Stavros Ioannou

Non-independent (Eurobank Group Representative)

 

Member

Ms. Androulla Pittas

Independent (Senior Independent Member)

Independent Members
Mr. Takis Phidia
Ms. Cleopatra Kitti
Ms. Emer Murray
Ms. Cecilia McAnulty

Member

Mr. Michalis Louis

Chief Executive Officer
 

Secretary

Mr. Demetris Shacallis

Executive - Chief Financial Officer

You may find Short Biographies of members of Board here


The composition of the Board of Directors meets the following criteria:

  • Minimum number of members is seven (7) and maximum number of members is thirteen (13)
  • At least fifty percent (50%) of the members rounded down plus one (1) member are independent - Click here to see the Independence Criteria
  • The executive members must be at least two (2) and not more than twenty five percent (25%) of the members of the Board rounded down, one of which must be the Chief Executive Officer.
  • Term in office for non-executive Board members is set at a maximum of 12 years
  • Term in office as Chairman of the Board is set at 6 years
  • Term in office as Chairman of a Board Committee is set at 6 years

Board Responsibilities

The Bank is supervised by the Board of Directors in accordance with its Articles of Association.

The foremost duty and responsibility of the Board is to safeguard the Bank’s interests and to deliver sustainable long term growth in shareholder value.

The Board’s main responsibilities include:

  • Formulate, review and overseeing the implementation of the Bank’s strategy and business objectives, major plans of action, risk policy, annual budgets and business plans
  • Ensure clear and documented allocation of roles, responsibilities and authorities throughout the Bank, from the Board level, down to the senior management and internal controls function level
  • Establish and oversee polices for selecting new members and re-appointing existing members of the Board, selecting, developing and replacing senior management and heads of internal control functions as well as the Bank’s succession planning
  • Setting and overseeing code of business conduct and alert procedures for potential/actual breaches throughout the Bank
  • Ensure that the Bank has established an appropriate risk management and internal controls framework, establish, monitor and assess the Bank’s risk culture and risk appetite
  • Adopt and periodically review the remuneration policy of the Bank, ensuring its effective implementation and consistency with Bank’s risk appetite and effective risk management align key executives and Board remuneration with the longer term interests of the Bank and its shareholders
  • Monitor and manage potential conflict of interest of management, Board members and shareholders
  • Ensure the integrity of the Bank’s accounting and financial reporting systems and that appropriate systems of control are in place
  • Define, oversee and be accountable for the implementation of governance arrangements including segregation of duties and conflict of interest and monitor and periodically assess the effectiveness of the Bank’s governance practices, taking appropriate steps to address any deficiencies.

The Board meets six (6) times per annum or more frequently if required. Members of the management body may not be absent from management body meetings, whether physically or otherwise, for more than two (2) consecutive meetings or twenty five percent (25%) of the annual meetings.

 

Board nomination, selection and reappointment and succession

A recruitment policy is in place for the nomination, selection, reappointment and succession of the members of BoD which includes:

  • A description of the necessary competencies, skills and academic or professional qualifications to ensure sufficient expertise and conformity with the requirements of the CBC Directive on Governance and Management Arrangements of 2014 and the provisions of the Directive on the Assessment of Suitability of the Members of the Management Body and Key Function Holders of Authorised Credit Institutions of 2020; 
  • A requirement that, prior to appointment of new members, candidates satisfy themselves that they have the knowledge, skills, experience and time to make a positive contribution;
  • A requirement that the NomCo prepares  for the BoD a description of how it ended up with its recommendation of candidates to fulfil BoD vacancies;
  • A requirement to provide sufficient information to shareholders for the election of an individual as a member;
  • The term of appointment and the number of re-appointments for executive, non-executive and independence members of the BoD;
  • A requirement that re-appointment is based on the performance of the member as evidenced  in the appraisal reports;
  • An appropriate succession plan  including expiry date of each member’s contract.
 

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