Independence Criteria Of The Board Members

A member is regarded as not “being independent” in the following situations:
 
(a)    The member has or has had a mandate as an Executive Member of Board of the Bank or an institution within the scope of prudential consolidation, unless he or she has not occupied such a position for the previous 5 years; 
(b)    The member has qualifying holding in the Bank, or represents the interest of a shareholder who has a qualifying holding, including where the shareholder is the Republic or other public body; 
(c)    The member has a material financial or business relationship with the Bank;

"Material business relationship" is the business relationship with: 

i)    A supplier of goods or a provider of services which involves a total financial transaction, on a consolidated basis, which exceeds the sum of €100.000 or 2% of the consolidated turnover of the preceding financial year of the supplier, whichever is smaller;

ii)    Organisations which receive from the Bank or the Eurobank Group (the ‘Group’) significant contributions (more than 3% of the consolidated income of the organization in the preceding year); and
iii)     Individuals or entities who act as external auditors or material external legal advisors.

(d)    The member is an employee of, or is otherwise associated with a shareholder who has a qualifying holding in the Bank; 
(e)    The member is employed by any entity within the scope of consolidation, except when both of the following conditions are met: 

i)    The member does not hold a position in the entity’s highest hierarchical level, which is directly accountable to the Board; 
ii)    The member has been elected to participate in the Board of the entity in the context of a system of employees’ representation; 

(f)    The member has previously been employed in a position at the highest hierarchical level in the Bank or another entity within its scope of prudential consolidation, being directly accountable only to the Board, and there has not been a period of at least 3 years, between ceasing such employment and serving on the Board;
(g)    The member has been, at any point in time over the past 3 years, a senior officer of a material professional adviser, an external auditor or a material consultant to the Bank  or another entity within the scope of prudential consolidation, or otherwise an employee materially associated with the service provided; 
(h)    The member is or has been, within the last year, a material supplier or material customer of the Bank or another entity within the scope of prudential consolidation or had another material business relationship, or is a senior officer of or is otherwise associated directly or indirectly with a material supplier, customer or commercial entity that has a material business relationship; 
(i)    The member receives in addition to remuneration for his or her role and remuneration for employment in line with point (e) significant fees or other benefits from the Bank or another entity within its scope of prudential consolidation;  
(j)    The member served as Board Member within the Bank or Group, for over 9 years or longer, consecutive or not.  
(k)    The member has a close family or personal relationship with a Board Member of the Bank or another entity in the scope of prudential consolidation or a person in a situation referred to under points (a) to (h); 
(l)    The directorship fee of an independent member should not be the sole income of the member.
 

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