The following criteria must be met in order for a prospective director to be considered as an independent member of the Board.
• Has not been himself/herself or his/her spouse in the senior executive management of the Bank or the Eurobank Group («the Group») or his/her spouse has not been a member of the Board of the Bank or the Group for any period during the past five years;
• Does not maintain or did not maintain during the past three (3) years himself/herself or his/her spouse a material business relationship with the Bank or the Group either directly as a partner or shareholder or as director or senior employee of a Board which maintains such a relationship with the Bank.;
A material business relationship shall mean:
- the business relationship with a provider of goods or services, which involves financial transactions, at a consolidated level, exceeding the amount of 100 thousand euro or 2% of the consolidated turnover of the previous financial year-end of the provider, whichever is the lowest; and
- the business relationship between the Bank and those organisations which receive from the Bank or its Group, substantial contributions (more than 3% of the consolidated gross revenues of the organisation as at the previous financial year-end) and providers of financial, legal, accountancy and other related advisory services, irrespective of the level of the fee for such service;
• Does not receive or has received any material additional remuneration (eg. participation in share options or any other performance related incentive or target) from the Bank or from the Group apart from a non-executive director’s fees;
• Is not or has not been during the past three (3) years an external consultant or an external auditor or partner or senior officer (directly responsible for the affairs of the Bank or the Group) of the current or previous external consultants or auditors of the Bank or the Group;
• Does not have a relative in the senior executive management or who is a member of the Board of the Bank or its Group;
• Does not have any other connection with the senior executive management or with members of the Board of the Bank or its Group through any business relationship (for example, through common ownership, directly or indirectly, of 20% or more of voting rights or share capital of a company and/or through cross-directorships in a company, excluding non-profit making organisations);
• Does not hold, directly or indirectly, 5% or more of the share capital or voting rights, nor, in any way, represents a shareholder or has a relative who holds, directly or indirectly, 5% or more of the share capital or voting rights of the Bank or its Group. This criterion does not apply when the Bank is a subsidiary company of a credit institution nor when the Bank received state aid;
• Has not served on the Board of Directors of the Bank or its Group for a period exceeding nine years, consecutive or not.