The Board has established the following Committees:
- Audit Committee
- Risk Committee
- Remuneration Committee
- Nominations & Corporate Governance Committee
The composition of each Committee meets the following criteria:
- Minimum number of members is three (3);
- More than fifty per cent (50%) of members are independent;
- All members are non-executive;
- In case of cross Board committee membership, no individual must exercise excessive influence or control;
- No one member is a member in more than two (2) committees;
- The members do not hold any other posts or positions or conduct transactions which could be considered to be in conflict with the terms of reference of the committee.
The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities primarily relating to:
- The review of the adequacy and effectiveness of the Internal Control, Information and Risk Management systems and the compliance with rules and regulations monitoring process
- The review of the financial reporting process and satisfaction as to the integrity of the Bank’s Financial Statements.
- The External Auditors’ selection, performance and independence.
- The effectiveness and performance of the Internal Audit function.
- The effectiveness and performance of the Compliance function.
The Audit Committee meets at least once (1) every quarter, or more frequently, as circumstances requires, and reports to the Board, on a quarterly basis, on its activities. Audit Committee meetings, where appropriate, coincide with important financial reporting dates.
Audit Committee Composition
- Mr. Lambros Demosthenous – Chairman
- Mr. Oliver Ellingham
- Mr. Takis Phidia
The Board has delegated to the Risk Committee the duties and responsibilities to approve all strategic risk management decisions.
The main responsibilities of the Risk Committee include the following:
- Approve the risk appetite of the Bank including credit and market risks;
- Review on a regular basis and update the Board on the adequacy of the risk policies, procedures and risk control environment in order to identify, assess, monitor and control significant risks;
- Assist the Board in overseeing the effective implementation of the risk strategy by senior management;
- In conjunction with the Remuneration Committee, examine whether incentives provided by the remuneration system take into consideration risk, capital, liquidity and the likelihood and timing of earnings in order to assist in the establishment of sound remuneration policies and practices;
- Advise the Board on the adequacy of provisions and effectiveness of strategies and policies with respect to maintaining, on an ongoing basis, amounts, types and distribution of both internal capital and own funds adequate to cover the risks of the Bank;
- Review credit policy issues regarding lending activities and approve the Bank’s Risk Management Policies;
- Review the results of stress tests related to credit and market risk;
The Risk Committee meets at least once (1) every quarter or more frequently if required.
Risk Committee Composition
- Mr. Oliver Ellingham – Chairman
- Mr. Robert Kyprianou
- Mr. Lambros Demosthenous
- Ms. Cleopatra Kitti
The Board has delegated to the Remuneration Committee the responsibility to provide specialized and independent advice for matters relating to remuneration policy and its implementation.
The main responsibilities pf the Remuneration Committee include the following:
- Inform, advise and support the Non-Executive Directors of the Board regarding the design, revision and implementation of the remuneration policy.
- Propose to the Non-Executive Directors of the Board the Bank’s total remuneration framework taking into consideration the market trends as well as the current laws and regulations
- Propose to the Non-Executive Directors of the Board any retention schemes applicable to the Bank’s member of staff.
- Approve the Bank’s Benefits Policy
The Committee meets as required and at least twice (2) per year.
Remuneration Committee Composition
- Mr. Robert Kyprianou – Chairman
- Mr. Stavros Ioannou
- Dr. Andreas Soteriou
Nominations & Corporate Governance Committee
The primary function of the Nominations & Corporate Governance Committee is to assess the adequacy, efficiency and effectiveness of the Board, senior management and heads of internal control functions.
The main responsibilities of the Nominations & Corporate Governance Committee include the following:
- Identify and recommend, for the approval of the Board, candidates to fill Board vacancies evaluating the balance of knowledge, skills, diversity, gender and experience of the Board
- Assess on an annual basis, the structure, size, composition and performance of the Board
- Review regularly the independence of non-executive directors with recommendations to the Board
- Review annually succession plans for the Board to ensure that succession occurs smoothly and at the same time ensure the progressive renewal of the Board.
The Nominations & Corporate Governance Committee meets at least once (1) a year or as and when required.
Nominations & Corporate Governance Committee Composition
- Dr. Andreas Soteriou – Chairman
- Mr. Nikolaos Karamouzis
- Mr. Takis Phidia
The Executive Committee consists of the Bank’s Senior Management, responsible for the day-to-day management of the Bank with the following main duties:
- Manage the implementation of the Bank’s strategy
- Plan, direct and control of the Bank’s activities to ensure high level of performance and customer satisfaction
- Take decisions on all material business issues which relate to the Bank as a whole
- Review all proposals for strategic investments which are put to the Board for approva
- Consider the monthly financial reports before their submission to the Board
- Approve the Bank’s annual budget and five-year plan before submission to the Board