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doc1p1i2 doc1p1i0
ANNUAL
 
FINANCIAL
 
REPORT
FOR THE YEAR ENDED
 
31 DECEMBER 2023
According to
 
Article 4 of the Law 3556/2007
doc1p2i2 doc1p2i3
Table
 
of Contents
A.
Corporate Governance
I.
Statements of the members of
 
the Board of Directors
II.
Report of the Directors and Corporate
 
Governance Statement
 
Appendix: Audit Committee Activity Report
B.
Auditor’s Report and Financial Statements
I.
Ιndependent Auditor’s Report
 
II.
Consolidated Financial Statements of the Company
 
for the year
 
ended 31 December 2023
III.
Financial Statements οf the Company
 
for the year
 
ended 31 December 2023
doc1p1i0
Statements
 
of Members of the Board of Directors
(according to the article 4 par. 2 of the Law 3556/2007)
We declare that to the best of our knowledge:
 
the annual
 
financial
 
statements
 
for the
 
year
 
ended 31
 
December 2023,
 
which
 
have been
prepared in accordance with the applicable accounting standards,
 
present fairly the assets,
liabilities, equity
 
and annual
 
results of Eurobank
 
Ergasias Services
 
and Holdings
 
S.A. and
the companies included in the consolidation,
 
and
 
the annual report
 
of the Board
 
of Directors presents fairly
 
the development, the performance
and the position of the
 
Eurobank Ergasias Services and Holdings S.A
 
and of the companies
included in
 
the consolidation,
 
including the
 
description
 
of the
 
main risks
 
and uncertainties
they face.
Athens, 28 March 2024
Georgios P.
 
Zanias
I.D. No AI – 414343
CHAIRMAN
 
OF THE BOARD OF
 
DIRECTORS
Fokion C. Karavias
I.D. No ΑΙ - 677962
CHIEF EXECUTIVE
OFFICER
Stavros E. Ioannou
 
I.D. No AH - 105785
DEPUTY
 
CHIEF EXECUTIVE
OFFICER
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
1
|
Page
 
€ = Euro
 
m = million
 
bn = billion
The directors
 
present their report
 
together with
 
the financial statements
 
for the
 
year ended 31 December 2023.
General information
Eurobank Ergasias Services and Holdings S.A. (the Company or Eurobank Holdings) is a holding company listed
on the Athens Exchange, owning 100% of the share
 
capital of Eurobank S.A. (the Bank). Eurobank
 
Holdings and
its
 
subsidiaries
 
form
 
a
 
group
 
(Group),
 
consisting
 
mainly
 
of
 
Eurobank
 
Group,
 
that
 
being
 
the
 
Bank
 
and
 
its
subsidiaries. The Company’s operations principally relate to the
 
strategic planning of the non-performing loans
management and the provision
 
of services to the
 
Group entities and third
 
parties.
Financial Results Review and Outlook
1
In 2023,
 
on the
 
back of
 
a positive
 
macroeconomic
 
backdrop
 
in Greece
 
and the
 
other
 
countries of
 
substantial
presence,
 
the
 
Group
 
enhanced
 
its core
 
profitability,
 
strengthened
 
its capital
 
adequacy and
 
liquidity position,
and improved
 
further
 
its asset
 
quality.
 
In addition,
 
it executed
 
several
 
strategic
 
actions, which
 
will allow
 
it to
expand its business and extend further
 
its regional footprint.
 
As
 
at
 
31
 
December
 
2023
 
total
 
assets,
 
including
 
the
 
impact
 
from
 
the
 
sale
 
of
 
Eurobank
 
Direktna
 
(Serbia),
decreased
 
by
 
€1.7bn
 
to €79.8bn
 
(Dec.
 
2022
2
: €81.5bn)
 
with
 
gross
 
customer
 
loans
 
amounting
 
to €42.8bn
 
(Dec.
2022: €43.5bn) and
 
investment
 
securities reaching
 
€14.7bn (Dec. 2022:
 
€13.3bn). Out of the
 
total loan portfolio,
€28.1bn has been originated from Greek operations
 
(Dec. 2022: €28.2bn), €10.3bn from international operations
(Dec. 2022: €10.4bn or
 
€8.7bn excluding Eurobank Direktna operations) and €4.5bn refer to senior and
 
mezzanine
notes of the Pillar, Cairo and Mexico securitizations (Dec. 2022: €4.9bn).
 
Business (wholesale and small business)
loans stood at €25bn (Dec.
 
2022: €25bn) and accounted for 58% of
 
total Group loans, while loans to households
reached €13.4bn
 
(Dec. 2022: €13.6bn),
 
of which 74%
 
is the
 
mortgage portfolio
 
and the
 
rest are
 
consumer loans.
Group
 
deposits reached
 
€57.4bn
 
(Dec. 2022:
 
€57.2bn)
 
with those
 
from Greek
 
operations
 
amounting to
 
€40bn
(Dec.
 
2022:
 
€39.6bn),
 
while
 
international
 
operations
 
contributed
 
with
 
€17.5bn
 
(Dec.
 
2022:
 
€17.7bn
 
or
 
€16bn
excluding Eurobank Direktna operations).
 
As a result, the (net) loan–to–deposit (L/D) ratio stood at 72.3%
 
for the
Group (Dec. 2022
2
: 72.4%) and at 78.3% for Greek operations (Dec. 2022: 79.5%).
 
The funding from
 
the European
Central
 
Bank
 
(ECB)
 
refinancing
 
operations
 
reduced
 
by
 
€5bn
 
to
 
€3.8bn
 
(Dec.
 
2022:
 
€8.8bn)
 
(note
 
31
 
of
 
the
consolidated
 
financial statements).
 
During the
 
year,
 
in the
 
context of
 
the
 
implementation
 
of its
 
medium-term
strategy
 
to
 
meet
 
the
 
Minimum Requirements
 
for
 
Eligible
 
Own
 
Funds
 
and
 
Eligible
 
Liabilities
 
(MREL),
 
the
 
Bank
proceeded
 
with the
 
issuance of
 
two preferred
 
senior notes
 
of €500m each,
 
at a coupon
 
of 7% and
 
5.875% and
maturities
 
in
 
January
 
2029
 
and
 
November
 
2029,
 
respectively.
 
More
 
recently,
 
in
 
January
 
2024,
 
the
 
Company
completed the issue of a €300m
 
Subordinated Tier II debt instrument, at a coupon of 6.25%
 
and maturity in April
2034
 
(notes
 
4
 
and
 
34
 
of
 
the
 
consolidated
 
financial
 
statements).
 
The
 
Group
 
Liquidity
 
Coverage
 
ratio
 
(LCR)
maintained at high level
 
reaching 178.6% (31 December
 
2022: 173%).
 
Pre-provision
 
Income
 
(PPI)
 
amounted
 
to
 
€1,999m
 
or
 
€1,902m
 
excluding
 
a)
 
the
 
€111m
 
gain
 
on
 
investment
 
in
Hellenic Bank (Cyprus) accounted
 
for as an associate and
 
b) the €14m contribution to
 
restoration initiatives after
natural
 
disasters
 
(2022
2
: €2,184m
 
or €1,859m
 
excluding the
 
€325m gain
 
on sale
 
of Bank’s
 
merchant
 
acquiring
business
 
(project
 
“Triangle”)),
 
while
 
core
 
pre-provision
 
income
 
(Core
 
PPI)
 
increased
 
by
 
58.6%
 
year-on-year
 
to
€1,802m or €
 
1,816m excluding
 
the €14m
 
contribution as
 
above
 
(2022
2
: €1,145m).
 
Net interest
 
income (NII)
 
grew
by 46.9%
 
to €2,174m
 
(2022
2
: €1,480m), mainly driven
 
by the
 
higher interest
 
rates, the
 
organic loans growth
 
and
the increased
 
positions in investment
 
bonds partly offset
 
by higher
 
debt issued and deposits
 
cost. Net interest
margin
 
(NIM)
 
stood
 
at
 
2.75%
 
(2022
2
:
 
1.91%)
 
with
 
the
 
fourth
 
quarter
 
reaching
 
2.90%.
 
Fees
 
and
 
commissions
expanded by 4.2% to €544m (2022
2
: €522m), of which banking fees and commissions by
 
4.8% to €447m (2022
2
:
€427m), mainly due
 
to the increased fees from lending activities and
 
despite the negative impact from merchant
acquiring
 
disposal.
 
Fees
 
and
 
commission
 
accounted
 
for
 
69bps
 
of
 
total
 
assets
 
(2022
2
:
 
67bps).
 
Operating
expenses increased
 
by 5.2% to €902m
 
excluding the
 
€14m contribution as
 
above (2022
2
: €857m) due
 
to higher
costs from
 
international
 
operations,
 
inflationary
 
pressures
 
and investments
 
in IT
 
infrastructure
 
projects,
 
partly
offset
 
by
 
lower
 
contributions
 
to resolution
 
and deposit
 
guarantee
 
funds.
 
Costs from
 
international
 
operations
amounted to
 
€258m (2022
2
: €212m)
 
including the
 
effect
 
from
 
the
 
acquisition of
 
BNP Paribas
 
Bulgaria end
 
of
May 2023, while in Greece slightly decreased by 0.1%
 
to €644m (2022: €645m). The cost to income (C/I) ratio
 
for
the Group
 
reached 32.2%,
 
excluding the
 
€111m gain on
 
investment
 
in Hellenic Bank
 
and the
 
€ 14m contribution
as above
 
(2022
2
: 31.6%, excluding
 
the €325m
 
gain on project
 
“Triangle”),
 
while the
 
international
 
operations
 
C/I
ratio
 
stood at
 
33.1%
 
(2022
2
: 42.7%). The
 
respective cost
 
to core
 
income
3
ratio
 
for the
 
Group improved
 
at 33.2%
compared to 42.8%
2
 
for 2022.
Trading
 
and other
 
activities recorded
 
net income
 
of €196m
 
(2022
2
: €1,039m
 
income)
 
mainly including
 
a) €86m
derivatives’
 
gains (2022
2
 
: €625m
 
gains), b)
 
€57m gains
 
on sale
 
of investment
 
bonds at
 
FVOCI
 
net of
 
hedging
(2022
2
 
: €26m loss)
 
and c) €68m net other income, including the €111m gain on investment Hellenic Bank
 
(2022
2
:
€323m income, including the
 
€325m gain on project "Triangle")
 
(notes 9 and 10 of consolidated FS).
The NPE
 
formation was
 
positive by €138m,
 
out of which € 119m referring
 
to a single corporate
 
customer,
 
(fourth
quarter
 
2023: €29m
 
negative),
 
(2022: €40m
 
positive
excluding
 
Serbian
 
operations).
 
In total,
 
the
 
Group’s
 
NPE
stock stood at €1.5bn, following
 
the classification
 
of the loan portfolio
 
of project “Leon” as held for
 
sale, the sale
of Eurobank
 
Direktna,
 
and the
 
write-offs
 
during the
 
year
 
(31 December
 
2022: €2.3bn)
 
driving the
 
NPE ratio
 
to
3.5%
 
(31
 
December
 
2022
(2)
:
 
5.2%).
 
The
 
loan
 
provisions
 
(charge)
 
reached
 
€412m
 
or
 
€345m,
 
excluding
 
the
 
loss
1
 
Definitions of the selected financial ratios and the source of the financial data are provided in the Appendix.
2
The
 
comparative information
 
has been adjusted
 
due to a)
 
the retrospective
 
application of
 
IFRS 17 by
 
the Group’s
 
associate Eurolife
 
FFH
Insurance Group Holdings S.A. and b) the presentation of operations
 
of Eurobank Direktna a.d. disposal group as discontinued.
3
 
Total operating
 
expenses divided by total core income.
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
2
|
Page
 
€ = Euro
 
m = million
 
bn = billion
recorded for
 
projects
 
“Leon” and “Solar” and
 
corresponded to
 
0.85% of average
 
net loans (2022
2
: €276m which
corresponded to 0.71%
 
of average net
 
loans), while the NPE coverage
 
ratio stood at 86.4%
 
(31 December 2022
2
:
75.5%). The
 
NPEs after deducting
 
the accumulated
 
stock of loan
 
provisions,
 
amounted to €0.2bn
 
(31 December
2022: €0.6bn).
Furthermore,
 
the Group
 
recognised in
 
2023 other
 
impairments, risk
 
provisions
 
and related
 
costs amounting to
€96m (2022
2
: €103m), which
 
are analysed
 
in a) €49m
 
impairment on
 
real estate
 
properties,
 
out of which
 
€23m
remeasurement
 
loss
 
related
 
to
 
the
 
subsidiary
 
IMO
 
Property
 
Investments
 
Sofia
 
E.A.D.
 
which
 
was
 
disposed
 
of
during the year,
 
b) €17m impairment on computer hardware and software
 
(notes 26 and 28 of consolidated FS),
and
 
€30m
 
other
 
impairments,
 
litigation
 
and
 
conduct-related
 
provisions
 
and
 
costs.
 
Moreover,
 
it
 
recorded
restructuring costs of €37m (2022
2
: €89m) including an
 
amount of €11m related to
 
the acquisition of BNP Paribas
Personal
 
Finance
 
Bulgaria
 
by
 
Eurobank
 
Bulgaria
 
A.D. (note
 
23.2). The
 
Group’s
 
share
 
of associates/JVs
 
results
amounted
 
to
 
€88m
 
income,
 
of
 
which
 
€58m
 
income
 
relates
 
to
 
Hellenic
 
Bank
 
profits
 
for
 
the
 
six-month
 
period
ended 30 September 2023.
 
Finally,
 
in 2023
 
following
 
the
 
completion of
 
the
 
disposal of
 
the Bank’s
 
70% shareholding
 
in Eurobank
 
Direktna,
the
 
Group
 
recorded
 
€141m
 
net
 
loss
 
from
 
discontinued
 
operations
 
attributable
 
to
 
shareholders,
 
including
 
the
recyclement
 
of
 
 
124m
 
cumulative
 
losses
 
to
 
the
 
income
 
statement
 
(mainly
 
currency
 
translation
 
differences),
previously recognized
 
in other
 
comprehensive income.
Profit or Loss
Overall,
 
in 2023, the
 
profit attributable
 
to shareholders amounted
 
to €1,140m
 
(2022
2
: €1,347m profit), as set
 
out
in the consolidated income statement. The adjusted net profit, excluding
 
the €111m gain
 
on investment in Hellenic
Bank,
 
accounted
 
for
 
as
 
an
 
associate,
 
 
141
 
million
 
net
 
loss
 
from
 
discontinued
 
operations,
 
€48m
 
net
 
loss
 
on
projects
 
“Solar”
 
and
 
“Leon”
 
related
 
to
 
the
 
NPE
 
reduction
 
plan,
 
€10m
 
provision
 
(after
 
tax)
 
for
 
the
 
Bank’s
contribution
 
to
 
the
 
restoration
 
initiatives
 
after
 
natural
 
disasters,
 
and
 
€29m
 
restructuring
 
costs
 
(after
 
tax)
amounted to €1,256m
 
(2022
2
: €1,178m), of which €468m
 
profit was related to the
 
international operations (2022
2
:
€211m profit).
Based on the Group’s
 
profits for 2023,
 
the Earning per Share (EPS) reached
 
€ 0.31 (2022
2
: €0.36) and the Return
(adjusted profit)
 
on Tangible
 
Book Value
 
(RoTBV) amounted
 
to 18.1%
 
(2022
2
: 11.4%, after
 
deducting €516m non-
recurring trading
 
gains net of tax mainly from derivative
 
financial instruments).
 
Going forward,
 
the
 
Group,
 
pursues its
 
objectives
 
set out
 
in the
 
business plan
 
for
 
the
 
period
 
2024-2026,
 
which
includes targets
 
for a)
 
loans organic
 
growth,
 
b) maintaining resilient
 
core profitability
 
in a lower
 
interest
 
rates
environment, c) improvement of the asset quality ratios, d) solid organic capital generation adequate to support
the business
 
growth,
 
and e) reward
 
of shareholders,
 
starting from a payout
 
ratio,
 
in the
 
form of cash
 
dividends
and/or share
 
buybacks, subject
 
to regulatory
 
approval,
 
of at
 
least 25%
 
in 2024
 
and gradually
 
increasing over
coming years, mainly through
 
the following
 
initiatives and actions:
a)
Maintain high NII mainly driven by the
 
organic increase of Group’s
 
performing loans,
 
which may offset
the pressures from the
 
potential decrease in ECB rates, the change in deposits (time/sight) mix and the
issuance of MREL eligible senior notes,
b)
Strengthening
 
core
 
markets
 
presence
 
and
 
increasing
 
earnings
 
and
 
volumes
 
contribution
 
by
international
 
activities,
which
 
will
 
be
 
further
 
enhanced
 
by
 
the
 
full
 
consolidation
 
of
 
Hellenic
 
Bank
 
in
Cyprus,
c)
Growth of
 
fee and commission income
 
in a number of fee
 
business segments such as lending,
 
network
and
 
assets
 
under
 
management
 
activities,
 
bancassurance,
 
cards
 
issuing
 
and
 
investment
 
property
rentals,
d)
Initiatives
 
for
 
pursuing further
 
operating
 
efficiency,
 
cost containment
 
of “run
 
the
 
bank” activities,
 
and
proceeding with further simplification
 
and digitalization in Greece and abroad, maintaining the annual
increase of the operating expenses at a
 
low to mid-single digit
 
%, considering the inflationary pressures
and the
 
“grow
 
the
 
bank” needs.
 
In February
 
2024, the
 
Group
 
launched
 
a new
 
Voluntary
 
Exit Scheme
(VES) for eligible units in Greece
 
,
e)
Maintaining
 
low
 
NPE
 
ratios
 
with
 
high
 
coverage
 
levels
 
in
 
all
 
core
 
markets
 
in
 
which
 
the
 
Group
 
has
presence,
 
which may be
 
challenged by
 
the higher
 
interest rates
 
and inflationary
 
pressures'
 
impact on
households’ disposable income and
 
corporate profit
 
margins,
 
f)
Major
 
transformation
 
initiatives
 
introduced
 
in
 
the
 
context
 
of the
 
Group’s
 
transformation
 
plan
“Eurobank 2030”,
g)
Support
 
the
 
green
 
transition
 
and
 
financial
 
inclusion
 
through
 
the
 
further
 
implementation
 
of
 
the
Environment, Social and Governance
 
(ESG) criteria in all Group’s
 
activities and processes.
The geopolitical
 
and macroeconomic risks, including the
 
sustained - albeit easing - inflationary
 
pressures, set a
number of challenges
 
to the
 
achievement
 
of the
 
Group’s 2024-2026
 
Business Plan, mainly
 
related with
 
growth
potential,
 
lending
 
margins,
 
deposit
 
rates,
 
asset
 
quality
 
and
 
operating
 
cost.
 
The
 
headwinds
 
coming
 
from
 
the
geopolitical upheaval
 
and the macroeconomic
 
environment are
 
likely to be mitigated by:
a)
The efficient
 
mobilization of
 
the already
 
approved
 
EU funding, mainly through
 
the Recovery
 
and Resilience
Facility (RRF),
b)
The substantial pipeline
 
of new investments,
c)
The decrease
 
of the unemployment
 
rate in 2024 at single digit
 
levels, close to historical lows,
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
3
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€ = Euro
 
m = million
 
bn = billion
d)
The positive
 
developments in the
 
tourism sector and the strong
 
investment inflows,
 
e)
The
 
upgrade
 
of
 
the
 
Greek
 
sovereign
 
to
 
investment
 
grade
 
by
 
four
 
out
 
of
 
the
 
five
 
Eurosystem-approved
External Credit Assessment
 
Institutions.
 
(see also further
 
information in the
 
section “Macroeconomic Outlook
 
and Risks”)
Capital adequacy
As at 31
 
December 2023,
 
the Group’s
 
Total
 
Regulatory Capital
 
amounted to €8.4bn
 
(31 December
 
2022: €8bn)
and accounted
 
for
 
19.4%
 
(total CAD)
 
of Risk Weighted
 
Assets (RWA)
 
(Dec. 2022:
 
19.2%),
 
compared
 
to the
 
CAD
Overall
 
Capital
 
Requirements
 
(OCR)
 
ratio
 
of 14.68%
4
. Respectively,
 
the
 
Common Equity
 
Tier
 
1 (CET1)
 
stood at
16.9%
 
of RWA
 
(Dec. 2022:
 
16%) compared
 
to the
 
CET1 OCR
 
ratio
 
of 9.98%
4
 
or 12.20%, including
 
the
 
Additional
Tier 1
 
(AT1) and
 
Tier 2 capital
 
shortfall. Both
 
total CAD and CET1
 
ratios for
 
2023 carried
 
the effect
 
of the ending
of
 
the
 
5-year
 
transition
 
period
 
for
 
the
 
recognition
 
of
 
the
 
IFRS
 
9
 
impact
 
on
 
the
 
regulatory
 
capital
 
and
 
the
reversion to the
 
standardized approach as of 1 March 2023. Pro-forma for
 
the completion of the projects “Solar”
and “Leon”
 
(note 20
 
of the
 
consolidated financial
 
statements) and
 
the issuance
 
of €300m Subordinated
 
Tier
 
II
debt instruments
 
in January 2024,
 
the total
 
CAD and CET1
 
ratios
 
would be
 
20.2% and 17%
 
respectively
 
(note 4
of the consolidated
 
financial statements).
 
As
 
at
 
31
 
December
 
2023,
 
the
 
Bank’s
 
MREL
 
ratio
 
at
 
consolidated
 
level
 
stands
 
at
 
24.91%
 
of
 
RWAs
 
(Dec.
 
2022:
23.07%),
 
higher
 
than
 
the
 
interim
 
non-binding
 
MREL
 
target
 
of
 
23.23%, which
 
is
 
applicable
 
from
 
January
 
2024
(note 4 of the consolidated
 
financial statements).
 
In the context of the Group’s initiatives for the optimization of its regulatory capital, in
 
December 2023, the Bank
proceeded
 
with the
 
execution of another
 
synthetic risk
 
transfer
 
transaction (project
 
“Wave
 
IV”) in the
 
form of a
financial guarantee,
 
providing
 
credit protection
 
over
 
the mezzanine
 
loss of
 
a portfolio
 
of performing
 
SME and
Large
 
Corporate
 
loans amounting
 
to €
 
1.5 billion,
 
which resulted
 
in a
 
capital benefit
 
of 41
 
bps (note
 
20 of
 
the
consolidated financial statements).
Pursuant to the Regulation (EU)
 
No 575/2013 (CRR),
 
the deferred tax assets (DTAs) that rely on future profitability
and
 
exceed
 
certain
 
limits
 
shall
 
be
 
deducted
 
in
 
the
 
calculation
 
of
 
the
 
CET1
 
capital.
 
This
 
deduction
 
should
 
be
applied gradually by 2025. The enactment of the article 27A of Law 4172/2013, as
 
in force, provided for the Greek
credit institutions that the eligible DTAs are accounted on a) the losses from the Private Sector
 
Involvement (PSI)
and the
 
Greek State
 
Debt Buyback
 
Program
 
and b)
 
on the
 
sum of
 
(i) the
 
unamortized part
 
of the
 
crystallized
loan losses from write-offs and disposals, (ii) the accounting debt write-offs and (iii) the
 
remaining accumulated
provisions and other
 
losses in general due to credit
 
risk recorded up to 30 June 2015 and can
 
be converted into
directly enforceable
 
claims (tax credits) against the
 
Greek State, provided
 
that the Bank’s after
 
tax accounting
result for the
 
period is a loss. This
 
legislative provision
 
enabled the Greek
 
credit institutions, including the
 
Bank,
not to deduct the eligible
 
DTAs
 
from CET1 capital but recognise
 
them as a 100% weighted
 
asset, with a positive
effect
 
on the
 
capital
 
position. As
 
at
 
31 December
 
2023,
 
the
 
Bank’s eligible
 
DTAs
 
for
 
conversion
 
to tax
 
credits
amounted
 
to
 
 
3,212m
 
(Dec.2022:
 
€3,402m)
 
(note
 
13
 
to
 
the
 
consolidated
 
financial
 
statements).
 
A
 
potential
change in
 
the
 
regulatory
 
treatment
 
of eligible
 
DTAs
 
as tax
 
credits
 
may have
 
an adverse
 
effect
 
in the
 
Group’s
capital position.
2023 Stress Test
 
Results
On 28 July 2023, the
 
Company announced that
 
Eurobank Holdings
 
Group successfully
 
completed the 2023 EU-
wide Stress Test
 
(ST), which was coordinated
 
by the
 
European Banking
 
Authority (EBA) in
 
cooperation
 
with the
ECB and the European Systemic Risk Board (ESRB). Eurobank has significantly improved its results and resilience
to stress under the
 
adverse scenario
 
compared to the
 
ST 2021 exercise.
The
 
starting point of the
 
exercise was
 
the financial
 
and capital position
 
of the
 
Group as
 
at 31 December
 
2022,
as calculated based on the Standardised Approach (STD). On that date, the Fully Loaded (FL) CET 1 ratio (based
on the
 
full implementation
 
of Basel III
 
rules) amounted to
 
14.4%. Under
 
the Baseline
 
scenario, the
 
FL CET1 ratio
increases by 360bps over
 
the 3-year ST horizon, reaching the
 
level of 18% at the end of 2025. Under the
 
Adverse
scenario, the
 
FL CET1 ratio
 
decreases by
 
220bps at the
 
end of 2025
 
and it stands
 
at 12.2%, while
 
at the
 
end of
the first year (2023)
 
the Group registered
 
its highest FL CET 1 ratio
 
capital depletion, at 316bps.
2024 Cyber Resilience Stress Test
 
In 2024 the
 
ECB will conduct a
 
cyber resilience
 
stress test on 109
 
directly supervised
 
banks, including Eurobank.
The exercise will assess how
 
banks respond to
 
and recover from a cyberattack, rather than their ability to prevent
it.
 
In
 
particular,
 
under
 
the
 
stress
 
test
 
scenario,
 
the
 
cyberattack
 
succeeds
 
in
 
disrupting
 
banks’
 
daily
 
business
operations.
 
Banks will
 
then
 
test their
 
response
 
and recovery
 
measures,
 
including the
 
activation
 
of emergency
procedures
 
and contingency plans
 
and the
 
restoration
 
of normal operations.
 
The
 
ECB will assess
 
the extent
 
to
which banks can cope under such a scenario.
This stress test exercise
 
will not have an impact on capital through
 
the Pillar 2 guidance (P2G), which is a bank-
specific
 
capital
 
recommendation
 
on top
 
of the
 
binding capital
 
requirements.
 
Rather,
 
the
 
ECB will
 
discuss
 
the
findings and
 
lessons learned
 
with
 
each bank
 
as part
 
of the
 
2024 Supervisory
 
Review
 
and Evaluation
 
Process
(SREP), which assesses
 
a bank’s individual risk
 
profile. The
 
exercise’s
 
main findings will be
 
communicated in
 
the
summer of 2024.
4
 
The
 
‘Overall
 
capital
 
requirement
 
(OCR)’
 
is
 
the
 
sum
 
of
 
the
 
total
 
SREP
 
capital
 
requirement
 
(TSCR)
 
and
 
the
 
combined
 
capital
 
buffer
requirement.
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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International Operations
The
 
Group
 
has
 
a
 
significant
 
presence
 
in
 
three
 
countries
 
apart
 
from
 
Greece.
 
In
 
Cyprus,
 
Eurobank
 
Cyprus
 
Ltd
(Eurobank
 
Cyprus)
 
operates
 
a network
 
of 8
 
banking
 
centres
 
in all
 
major cities
 
across
 
the
 
island, and
 
has five
main pillars of business namely, corporate banking, wealth management, international
 
business banking, global
markets
 
and
 
affluent
 
banking.
 
In
 
Luxembourg,
 
Eurobank
 
Private
 
Bank
 
Luxembourg
 
S.A.
 
in
 
parallel
 
to
 
its
operations
 
in Luxembourg, operates
 
one branch in London and one
 
in Athens, and offers
 
products and services
to private banking customers,
 
fund management services,
 
as well as tailored made corporate
 
banking services.
In Bulgaria,
 
Eurobank
 
Bulgaria AD
 
(Postbank), is
 
a universal
 
bank offering
 
a wide range
 
of banking services
 
to
individuals and companies, through
 
a network of 235 branches
 
and business centres.
On 2 March 2023,
 
the Bank announced
 
that it signed a
 
binding share purchase
 
agreement with
 
AIK Banka a.d.
Beograd
 
(AIK)
 
for
 
the
 
sale
 
of
 
its
 
70%
 
shareholding
 
in
 
its
 
subsidiary
 
in
 
Serbia,
 
Eurobank
 
Direktna
 
a.d..
On
 
2
November
 
2023,
 
following
 
the
 
receipt
 
of
 
the
 
approvals
 
by
 
all
 
competent
 
regulatory
 
authorities
 
the
 
Bank
announced
 
that
 
the
 
abovementioned
 
sale was
 
completed for
 
a cash
 
consideration
 
of €198m.
 
The
 
transaction
was consistent with
 
Eurobank’s
 
strategy
 
to direct capital
 
to opportunities with
 
more compelling RoTBV
 
and to
further
 
enhance
 
its
 
presence
 
in
 
its
 
core
 
markets,
 
namely
 
Greece,
 
Bulgaria
 
and
 
Cyprus
(note
 
30
 
to
 
the
consolidated financial statements).
 
On 4 April
 
2023 the
 
Bank announced
 
that, after
 
the receipt
 
of the
 
relevant regulatory
 
approvals,
 
it completed
the
 
acquisition
 
of
 
an
 
additional
 
13.41%
 
holding
 
in
 
Hellenic
 
Bank
 
Public
 
Company
 
Limited
 
(“Hellenic
 
Bank”),
 
a
financial institution
 
located in
 
Cyprus,
for a
 
consideration
 
of €70m. Following
 
that, the
 
total holding
 
in Hellenic
Bank,
including the
 
previously
 
held participation
 
of 15.8%,
on the
 
above
 
date reached
 
29.2%
 
and the
 
Group is
considered
 
to
 
have
 
significant
 
influence
 
over
 
the
 
entity.
 
Therefore,
 
from
 
the
 
second
 
quarter
 
of
 
2023,
 
the
investment in Hellenic Bank is accounted
 
for as a Group’s
 
associate.
Furthermore,
 
in August
 
2023, the
 
Bank announced
 
that
 
it has
 
entered
 
into share
 
purchase agreements
 
(SPAs)
with certain
 
shareholders
 
of the
 
Hellenic Bank,
 
pursuant to which,
 
it has agreed
 
to acquire
 
an additional
 
total
holding of 26.1%
 
in the entity,
 
for a total consideration
 
of € 253.2 million
(announcements dated
 
on August 23
rd
,
25
th
 
and 30
th
). The
 
consideration
 
for
 
the
 
said transactions
 
is subject
 
to possible
 
adjustments
 
depending
 
inter
alia
 
on
 
the
 
timing
 
of
 
the
 
completion
 
and
 
the
 
terms
 
of
 
the
 
mandatory
 
tender
 
offer
 
in
 
accordance
 
with
 
the
provisions of the Takeover
 
Bids Law of
 
2007 in Cyprus.
 
The completion of the acquisitions is subject
 
to the receipt
of all customary regulatory approvals. Following
 
their completion, the
 
total holding in Hellenic Bank will amount
to
 
55.3%.
 
More
 
recently,
 
following
 
the
 
approval
 
of
 
the
 
Commission
 
for
 
the
 
Protection
 
of
 
Competition
 
of
 
the
Republic of Cyprus in its meeting
 
on 2 February
 
2024, the acquisition
 
of the additional total
 
holding of 26.1%
 
in
Hellenic Bank,
 
as per
 
the aforementioned
 
signed agreements
 
with certain
 
of its shareholders,
 
is subject
 
to the
approvals of the
 
Central Bank of Cyprus/European
 
Central Bank and the
 
Superintendent of Insurance
 
of Cyprus
(note 24 to the consolidated
 
financial statements).
Further
 
to
 
the
 
announcement
 
of
 
9
 
December
 
2022,
 
on
 
1
 
June
 
2023,
 
Eurobank
 
Ηοldings
 
announced
 
that
 
the
acquisition
 
of BNP
 
Paribas
 
Personal
 
Finance
 
Bulgaria by
 
Postbank
 
was completed
 
on 31
 
May 2023,
 
following
the
 
receipt
 
of the
 
approvals
 
by
 
all competent
 
regulatory
 
authorities.
 
The
 
transaction
 
strengthens
 
Postbank’s
position in the Bulgarian retail sector,
 
while it also provides significant opportunities for
 
cross selling, given BNP
Paribas Personal
 
Finance Bulgaria’s clientele
 
of more than
 
300 thousand clients.
 
The operational
 
integration
 
is
being
 
designed
 
aiming
 
to
 
maximize
 
synergies
 
while
 
exploiting
 
the
 
best
 
practices
 
currently
 
employed
 
in
 
the
Personal Finance business model
 
(note 23.2 to the consolidated
 
financial statements).
International operations
 
remain a fundamental competitive
 
advantage for the
 
Bank, with notable contribution
to the
 
Group’s
 
results. The
 
prospects
 
for the
 
performance
 
of Group’s
 
International
 
Operations
 
remain positive
despite the challenges in the
 
global economic and geopolitical environment.
 
International Operations
 
business
model and
 
solid
 
fundamentals
 
allow to
 
effectively
 
respond
 
to the
 
challenges,
 
safeguarding
 
their
 
profitability,
promote
 
sustainable
 
prosperity
 
in
 
the
 
local
 
communities
 
and
 
create
 
value
 
for
 
their
 
clients,
 
employees,
shareholders, and the
 
society at large.
Risk management
 
The
 
Group acknowledges
 
that
 
taking risks
 
is an
 
integral
 
part of
 
its operations
 
in order
 
to achieve
 
its business
objectives.
 
Therefore,
 
the
 
Group’s
 
management
 
sets adequate
 
mechanisms to
 
identify those
 
risks at
 
an early
stage and assesses their potential
 
impact on the achievement
 
of these objectives.
Due
 
to
 
the
 
fact
 
that
 
economic,
 
industry,
 
regulatory
 
and
 
operating
 
conditions
 
will
 
continue
 
to
 
change,
 
risk
management
 
mechanisms
 
are
 
set
 
in
 
a
 
manner
 
that
 
enable
 
the
 
Group
 
to
 
identify
 
and
 
deal
 
with
 
the
 
risks
associated with those changes. The Bank’s structure, internal processes
 
and existing control mechanisms ensure
both the
 
independence principle and the exercise
 
of sufficient supervision.
The Group's
 
Management considers effective
 
risk management as a top priority, as well as a major competitive
advantage,
 
for
 
the
 
organization.
 
As
 
such,
 
the
 
Group
 
has
 
allocated
 
significant
 
resources
 
for
 
upgrading
 
and
maintaining
 
its
 
policies,
 
methods
 
and
 
infrastructure
 
up
 
to
 
date,
 
in
 
order
 
to
 
ensure
 
compliance
 
with
 
the
requirements
 
of the
 
European
 
Central
 
Bank (ECB)
 
and of
 
the
 
Single Resolution
 
Board
 
(SRB), the
 
guidelines
 
of
the
 
European
 
Banking
 
Authority
 
(EBA)
 
and
 
the
 
Basel
 
Committee
 
for
 
Banking
 
Supervision
 
as
 
well
 
as
 
the
 
best
international banking
 
practices. The
 
Group implements
 
a well-structured
 
credit approval
 
process, independent
credit reviews
 
and effective
 
risk management policies
 
for all material
 
risks it is exposed
 
to, both in
 
Greece and
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
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in each
 
country of
 
its international
 
operations.
 
The
 
risk management
 
policies
 
implemented
 
by
 
the
 
Group
 
are
reviewed
 
on a regular basis.
Risk
 
culture
 
is
 
a
 
core
 
element
 
of
 
the
 
organisation.
 
Risk
 
management
 
function
 
provides
 
the
 
framework,
procedures and guidance
 
to enable all employees to proactively
 
identify, manage and monitor the
 
risks in their
own areas
 
and improve
 
the control
 
and co-ordination
 
of risk taking
 
across their
 
business. Ongoing
 
education,
communication and awareness takes place via dedicated learning programs,
 
monthly meetings, sharing of best
practices
 
and other
 
initiatives.
 
The
 
Group
 
has also
 
a policy
 
in place
 
to address
 
any risks
 
associated
 
with
 
the
introduction, significant
 
modifications and periodic
 
monitoring of its products and services.
The
 
amount of
 
risk which
 
the
 
Group is
 
willing to
 
assume
 
in the
 
pursuit of
 
its strategic
 
objectives
 
is articulated
via
 
a
 
set of
 
quantitative
 
and qualitative
 
statements
 
for
 
risks
 
assessed
 
as material,
 
that
 
are
 
described
 
in the
Group’s Risk Appetite
 
Framework.
 
The objectives
 
are to support the Group’s
 
business growth,
 
balance a strong
capital position with
 
higher returns on
 
equity and to ensure
 
the Group’s
 
adherence
 
to regulatory requirements.
The
 
Risk Appetite,
 
that
 
is clearly
 
communicated
 
throughout
 
the
 
Group
 
determines
 
risk culture
 
and forms
 
the
basis on which risk
 
policies and risk limits
 
are established at Group and regional level. Aiming to identify
 
relevant
and
 
material
 
risks
 
the
 
Bank
 
maintains
 
a
 
well-defined
 
Risk
 
Identification
 
and
 
Materiality
 
Assessment
 
(RIMA)
Framework.
 
The
 
identification
 
and
 
the
 
assessment
 
of
 
all
 
risks
 
is
 
the
 
cornerstone
 
for
 
the
 
effective
 
Risk
Management. The
 
Group aiming
 
to ensure
 
a collective
 
view on the
 
risks linked
 
to the
 
execution of
 
its strategy,
acknowledges the
 
new developments at
 
an early stage and assesses the potential
 
impact.
The
 
Board Risk
 
Committee (BRC)
 
is a
 
committee of
 
the
 
Board of
 
Directors (BoD)
 
and its
 
task is
 
to advise
 
and
support the BoD regarding the monitoring of
 
Group’s overall
 
actual and future risk appetite
 
and strategy, taking
into account
 
all types
 
of risks
 
to ensure
 
that
 
they
 
are
 
in line
 
with
 
the
 
business strategy,
 
objectives,
 
corporate
culture and
 
values of the
 
institution. The
 
BRC assists the
 
BoD in overseeing
 
the implementation
 
of Group’s
 
risk
strategy and
 
the corresponding
 
limits set. It also oversees
 
the implementation
 
of the strategies
 
for capital
 
and
liquidity management
 
as well
 
as for
 
all other
 
relevant
 
risks, such
 
as credit
 
and market
 
risks, non-financial
 
risks
such
 
as
 
operational,
 
reputational
 
conduct,
 
legal,
 
cyber,
 
outsourcing
 
climate
 
and
 
environmental,
 
in
 
order
 
to
assess
 
their
 
adequacy
 
against
 
the
 
approved
 
risk
 
appetite
 
limits.
 
The
 
BRC
 
consists
 
of
 
five
 
(5)
 
non-executive
directors, meets on
 
a monthly basis and
 
reports to the BoD
 
on a quarterly basis
 
and on ad hoc instances if
 
it is
needed.
The Management Risk Committee (MRC) is
 
a management committee established by the Chief Executive Officer
(CEO)
 
and
 
its
 
main
 
responsibility
 
is
 
to
 
oversee
 
the
 
risk
 
management
 
framework
 
of
 
the
 
Group.
 
As
 
part
 
of
 
its
responsibilities, the
 
MRC facilitates
 
reporting to
 
the
 
BRC on the
 
range of
 
risk-related
 
topics under
 
its purview.
The
 
MRC proactively
 
supports the
 
Group Chief
 
Risk Officer,
Chairman of
 
the MRC,
 
to identify
 
material risks,
 
in
addition
 
to those
 
identified independently
 
by
 
the
 
Group
 
CRO and
 
the
 
Group
 
Risk Management
 
Unit, and
 
to
promptly
 
escalate
 
them
 
to
 
the
 
BRC
 
and
 
assists
 
the
 
Group
 
CRO
 
in
 
ensuring
 
that
 
the
 
necessary
 
policies
 
and
procedures
 
are in place to prudently manage risk and to comply with regulatory
 
requirements.
The
 
Group’s
 
Risk
 
Management
 
Unit
 
which
 
is
 
headed
 
by
 
the
 
Group
 
Chief
 
Risk
 
Officer
 
(GCRO),
 
operates
independently
 
from
 
the
 
business
 
units
 
and
 
is
 
responsible
 
for
 
the
 
identification,
 
assessment,
 
monitoring,
measurement and management of the risks that the Group is exposed to. It comprises of the Group Credit (GC),
the Group Credit Control
 
(GCC), the Group Credit Risk Capital Adequacy Control
 
(GCRCAC), the Group
 
Market
and Counterparty
 
Risk
 
(GMCR), the
 
Group
 
Operational
 
and Non-Financial
 
Risks
 
(GONFR), the
 
Group
 
Model
Validation and Governance
 
(GMVG), the Group Risk Management Strategy Planning Operations & Climate Risk
(GRMSPO&CR), the Supervisory
 
Relations and Resolution Planning
 
(SRRP), and the Risk Analytics (RA) Units.
 
As part of its overall system
 
of internal controls, Eurobank
 
Ergasias Services and Holdings
 
S.A. has engaged in a
Service
 
Level
 
Agreement
 
(SLA)
 
with
 
Eurobank
 
S.A.
 
(the
 
banking
 
subsidiary
 
of
 
the
 
Group)
 
in
 
order
 
to
 
receive
supporting and advisory services in all areas
 
of risk management undertaken
 
by the Group.
The most important types of
 
risk that are addressed
 
by the risk management
 
functions of the
 
Group are:
Credit Risk
Credit risk is
 
the risk
 
that a counterparty
 
will be unable to
 
fulfil its payment
 
obligations in
 
full when
 
due. Credit
risk is also
 
related with country risk and
 
settlement risk. Credit risk arises
 
principally from the wholesale and retail
lending activities of the Group, as well as from credit enhancements
 
provided, such as financial guarantees and
letters of credit. The Group is also exposed to credit risk arising from other activities such as investments in debt
securities, trading,
 
capital markets
 
and settlement activities.
 
Taking
 
into account that
 
credit risk is
 
the primary
risk the Group is exposed to,
 
it is very closely managed and monitored by
 
specialised risk units, reporting to the
GCRO.
The
 
credit
 
review
 
and approval
 
processes
 
are
 
centralized
 
both
 
in Greece
 
and in
 
the
 
International
 
operations
following
 
the
 
“four-eyes”
 
principle and
 
specific
 
guidelines
 
stipulated
 
in the
 
Credit
 
Policy
 
Manual
 
and the
 
Risk
Appetite
 
Framework.
 
The
 
segregation
 
of
 
duties
 
ensures
 
independence
 
among
 
executives
 
responsible
 
for
 
the
customer relationship, the
 
approval process and the loan disbursement, as well as monitoring of the loan during
its lifecycle. The credit approval
 
process in Corporate Banking is centralized
 
through the establishment of Credit
Committees with escalating Credit
 
Approval Levels,
 
which assess and limit to the extent possible the
 
corporate
credit risk. Rating
 
models are used
 
in order to calculate
 
the credit
 
rating of corporate
 
customers, reflecting
 
the
underlying
 
credit
 
risk. The
 
most significant
 
ones
 
are
 
the
 
MRA (Moody’s
 
Risk Analyst)
 
applied
 
for
 
companies
 
-
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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mostly-
 
with
 
industrial
 
and
 
commercial
 
activity
 
and
 
the
 
slotting
 
rating
 
models,
 
used
 
for
 
specialised
 
lending
portfolios
 
(shipping,
 
real
 
estate
 
and
 
project
 
finance)
 
with
 
ring
 
fenced
 
transactions.
 
Credit
 
risk
 
assessment
 
is
performed
 
by
 
Group
 
Credit
 
(GC),
 
which
 
assesses
 
the
 
credit
 
requests
 
submitted
 
by
 
the
 
Business
 
Units,
 
a
procedure including the evaluation
 
of the operational and financial profile of the customer,
 
the validation of the
borrower’s
 
rating and the
 
identification of potential risk factors
 
for the
 
Bank.
The credit review and approval processes
 
for loans to Small Businesses (turnover up to €5m)
 
are also centralised
following
 
specific
 
guidelines
 
and
 
applying
 
the
 
‘four-eyes’
 
principle.
 
The
 
assessment
 
is
 
primarily
 
based
 
on the
analysis
 
of
 
the
 
borrower's
 
operational
 
characteristics
 
and
 
financial
 
position.
 
The
 
same
 
applies
 
for
 
Individual
Banking (consumer
 
and mortgage
 
loans), where
 
the
 
credit
 
risk assessment
 
is based
 
on criteria
 
related
 
to the
characteristics of the
 
retail portfolio,
 
such as the financial position of the
 
borrower,
 
the payment behaviour,
 
the
existence of real estate property
 
and the type and quality of securities.
 
The
 
ongoing monitoring
 
of
 
the
 
portfolio
 
quality
 
and
 
of
 
any deviations
 
that
 
may arise,
 
lead to
 
an immediate
adjustment
 
of
 
the
 
credit
 
policy
 
and
 
procedures,
 
when
 
deemed
 
necessary.
 
The
 
quality
 
of
 
the
 
Group’s
 
loan
portfolios
 
(business, consumer
 
and mortgage
 
in Greece
 
and abroad)
 
is monitored
 
and assessed
 
by the
 
Group
Credit
 
Control
 
(GCC)
 
via
 
field,
 
desktop
 
and
 
thematic
 
reviews
 
in
 
order
 
to
 
timely
 
identify
 
emerging
 
risks,
vulnerabilities,
 
compliance
 
to
 
credit
 
policies
 
and
 
consistency
 
in
 
underwriting.
 
Furthermore,
 
the
 
GCC
 
assumes
oversight
 
and
 
supervisory
 
responsibilities
 
for
 
proper
 
operation
 
of
 
corporate
 
rating
 
and
 
impairment
 
models.
Moreover,
 
GCC regularly
 
reviews
 
the
 
adequacy of
 
provisions
 
of all
 
loan portfolios.
 
The
 
sector also
 
formulates
Group’s
 
credit
 
policies,
reviews
 
policies
developed
 
by other
 
units and
 
participates
 
in the
 
development
 
of new
loan
 
products.
 
Finally,
 
it
 
monitors
 
regulatory
 
developments,
 
emerging
 
trends
 
and
 
best
 
practices
 
proposing
relevant
 
policy
 
updates
 
or product
 
enhancements
 
when
 
necessary.
 
GCC operates
 
independently
 
from
 
all the
business units of the Bank and reports
 
directly to the GCRO.
The
 
measurement,
 
monitoring and
 
periodic
 
reporting of
 
the
 
Group’s
 
exposure
 
to counterparty
 
risk (issuer
 
risk
and market driven counterparty risk), which is the risk
 
of loss due
 
to the customer’s failure to meet its contractual
obligations
 
in
 
the
 
context
 
of
 
treasury
 
positions,
 
such
 
as
 
debt
 
securities,
 
derivatives,
 
repos,
 
reverse
 
repos,
interbank
 
placings,
 
etc. are
 
performed
 
by
 
the
 
Group
 
Market
 
and Counterparty
 
Risk
 
(GMCR). The
 
Group
 
sets
limits on the level
 
of counterparty risk that are
 
based mainly on the counterparty’s
 
credit rating, as provided
 
by
international
 
rating
 
agencies,
 
the
 
product
 
type and
 
the
 
maturity
 
of the
 
transaction
 
(e.g. control
 
limits on
 
net
open
 
derivative
 
positions
 
by
 
both
 
amount
 
and
 
term,
 
sovereign
 
bonds
 
exposure,
 
corporate
 
securities,
 
asset
backed securities, etc.). GMCR
 
maintains and updates
 
the limits’ monitoring systems
 
and ensures the correctness
and compliance
 
of all
 
financial institutions
 
limits with
 
the Bank’s
 
policies as
 
approved
 
by the
 
Group’s
 
relevant
bodies. The utilization
 
of the abovementioned
 
limits, any excess of them, as well
 
as the aggregate exposure
 
per
Group’s
 
entity, counterparty
 
and product
 
type are
 
monitored by
 
GMCR on a
 
daily basis.
 
The
 
Group from
 
2021
applies
 
the
 
new
 
regulatory
 
framework
 
for
 
the
 
counterparty
 
risk
 
from
 
derivatives
 
Standardised
 
Approach
 
for
measuring counterparty credit
 
risk (SA-CCR).
 
Market Risk
 
The Group
 
has exposure to market
 
risk, which is the
 
risk of potential financial
 
loss due to an adverse
 
change in
market
 
variables.
 
Changes
 
in
 
interest
 
rates,
 
foreign
 
exchange
 
rates,
 
credit
 
spreads,
 
equity
 
prices
 
and
 
other
relevant
 
factors,
 
such as
 
the implied
 
volatilities,
 
can affect
 
the Group’s
 
income or
 
the fair
 
value of its
 
financial
instruments.
 
The
 
market
 
risks,
 
the
 
Group
 
is
 
exposed
 
to,
 
are
 
monitored,
 
controlled
 
and
 
estimated
 
by
 
GMCR.
GMCR is
 
responsible
 
for
 
the
 
measurement,
 
monitoring, control
 
and reporting
 
of the
 
exposure
 
on market
 
risks
including the
 
Interest
 
Rate Risk
 
and the
 
Credit Spread
 
Risk in
 
the
 
Banking Book
 
(IRRBB/CSRBB) of
 
the
 
Group.
The
 
GMCR reports to
 
the GCRO.
 
The
 
exposures and
 
the utilisation
 
of the
 
limits are reported
 
to the
 
Board Risk
Committee
and to the BoD .
Market risk in Greece and
 
International Subsidiaries is managed and monitored
 
mainly using Value at Risk
 
(VaR)
methodology,
 
sensitivity
 
and
 
stress
 
test
 
analysis.
 
VaR
 
is
 
a
 
methodology
 
used
 
in
 
measuring
 
financial
 
risk
 
by
estimating the potential negative
 
change in the market value of a portfolio at a given confidence level and over
a specified
 
time horizon. The
 
VaR
 
that the
 
Group measures
 
is an estimate
 
based upon a
 
99% confidence
 
level
and a holding
 
period of
 
1 day and
 
the methodology
 
used for
 
the calculatio
 
n
 
is Monte Carlo
 
simulation (full
 
re-
pricing of the
 
positions is performed).
 
Since VaR
 
constitutes an integral
 
part of the
 
Group's market
 
risk control
regime, VaR
 
limits have been established
 
for all portfolios
 
(trading and investment)
 
measured at fair
 
value and
actual exposure is monitored daily by
 
management. However,
 
the use of this approach
 
does not prevent
 
losses
outside
 
of
 
these
 
limits
 
in
 
the
 
event
 
of
 
extraordinary
 
market
 
movements.
 
For
 
that
 
reason
 
the
 
Group
 
uses
additional
 
monitoring
 
metrics
 
such
 
as:
 
Stressed
 
VaR,
 
Expected
 
Shortfall
 
and
 
Stress
 
Tests.
 
Finally,
 
the
 
Group
already
 
monitors the
 
impact from
 
the
 
new
 
regulatory
 
framework
 
for
 
market
 
risk (Fundamental
 
Review
 
of the
Trading
 
Book-FRTB)
 
and
 
monitors
 
the
 
evolution
 
of
 
the
 
relevant
 
capital
 
charges
 
until
 
its
 
official
 
application
(2025) based on a set of established systems and procedures.
 
 
 
 
 
 
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Interest Rate Risk in the
 
Banking Book (IRRBB)
The IRRBB
 
is defined as
 
the current
 
and the
 
prospective
 
risk of a negative
 
impact to the
 
institution’s economic
value
 
of
 
equity,
 
or
 
to
 
the
 
institution’s
 
net
 
interest
 
income,
 
taking
 
market
 
value
 
changes
 
into
 
account
 
as
appropriate, which arise from
 
adverse movements
 
in interest rates
 
affecting interest
 
rate sensitive instruments,
including gap risk, basis risk and option risk.
 
GMCR is
 
the
 
unit responsible
 
for
 
the
 
monitoring, control,
 
reporting and
 
estimation
 
of IRRBB
 
on a
 
group
 
level.
Both
 
the
 
Economic
 
Value
 
of
 
Equity
 
(EVE)
 
and
 
NII
 
sensitivity
 
to
 
a
 
number
 
of
 
stresses
 
on
 
interest
 
rates
 
are
estimated
 
on
 
a
 
periodic
 
basis
 
and
 
are
 
compared
 
with
 
the
 
approved
 
BoD
Risk
 
Appetite
 
Statements
 
(RAS)
thresholds. The
 
Group is now using the
 
established Asset and Liability Management
 
(ALM) tool for a significant
part of the analysis on a solo level. The plan is to further increase the use of the ALM tool for any analysis related
to IRRBB on a group level.
 
Furthermore,
 
the Group already
 
applies a set of extra stress test analysis
 
for specific
parts
 
of its
 
Banking Book
 
for
 
the
 
assessment
 
to the
 
exposure
 
on Mark-to-Market
 
(MTM) volatility
 
and for
 
the
assessment of the CSRBB (Credit
 
Spread Risk in the Banking Book). The
 
policy for the management
 
of IRRBB as
approved
 
by BRC
 
and BoD
 
provides
 
a clear
 
description of
 
the
 
methodologies,
 
the
 
governance,
 
the
 
limits that
are used for the
 
management of IRRBB & CSRBB.
Liquidity Risk
The Group
 
is exposed on a daily basis
 
to liquidity risk due to deposits
 
withdrawals, maturity
 
of medium or long
term
 
notes,
 
maturity
 
of secured
 
or unsecured
 
funding
 
(interbank
 
repos
 
and money
 
market
 
takings), collateral
revaluation
 
as a
 
result
 
of market
 
movements,
 
loan draw
 
-downs
 
and forfeiture
 
of guarantees.
 
The
 
Board
 
Risk
Committee and
 
the BoD
 
sets in the
 
RAS Framework
 
the liquidity
 
risk thresholds
 
to ensure
 
that sufficient
 
funds
are available to meet
 
all of these
 
contingencies under any scenario.
 
The Group
 
monitors on a continuous basis
the level of liquidity risk using regulatory and
 
internal metrics and methodologies (Liquidity Coverage Ratio/LCR,
Net Stable Funding Ratio/NSFR, Liquidity Buffer analysis, cash flow analysis,
 
short-term and medium-term stress
test etc.).
BRC
 
role
 
is
 
to
 
approve
 
all
 
strategic
 
liquidity
 
risk
 
management
 
decisions
 
and
 
monitor
 
the
 
quantitative
 
and
qualitative aspects of liquidity risk. Group
 
Assets and Liabilities Committee (G-ALCO) has the
 
mandate to form
and implement
 
the
 
liquidity policies
 
and guidelines
 
in conformity
 
with Group's
 
risk appetite,
 
and to
 
review
 
at
least monthly
 
the overall
 
liquidity position
 
of the
 
Group. Group
 
Treasury
 
is responsible
 
for the
 
implementation
of the
 
Group's
 
liquidity strategy,
 
the
 
daily management
 
of the
 
Group’s
 
liquidity and
 
for
 
the
 
preparation
 
and
monitoring of
 
the
 
Group’s
 
liquidity budget,
 
while GMCR
 
is responsible
 
for
 
measuring,
 
control,
 
monitoring and
reporting the liquidity
 
of the Group
to the G-ALCO,
 
BRC, BoD and to the regulatory bodies.
Operational
 
& Non-Financial Risks (NFRs)
Aiming to
 
strengthen
 
further
 
the
 
existing Operational
 
Risk Framework
 
in alignment
 
with increased
 
regulatory
expectations as
 
defined in the:
 
i) EBA Guidelines
 
on Internal Governance
 
(2021) under
 
Directive
 
2013/36/EU, (ii)
BCBS Revisions to the
 
Principles for the
 
Sound Management of Operational
 
Risk (2021), (iii) BCBS Principles
 
for
Operational Resilience, and (iv) EBA
 
Guidelines on ICT
 
and security risk
 
management EBA/GL/2019/04, the Group
had decided to move towards
 
managing Non-Financial Risks (NFRs) holistically.
NFR is defined by
 
exclusion, that is,
 
any risk other
 
than the
 
financial risks such as credit,
 
market, and liquidity.
 
It
includes
 
operational
 
risk and
 
reputational
 
risk as
 
well
 
as specific
 
aspects of
 
other
 
risks, such
 
as business
 
and
strategic risk.
Operational risk is defined as the risk of
 
loss resulting from inadequate or failed internal processes,
people, and
 
systems or from
 
external events
 
(definition includes
 
legal risk but
 
excludes business,
 
strategic
 
and
reputational risk).
Eurobank is gradually implementing the
 
Risk Appetite Framework to cover
 
NFRs, which sets out the mechanisms
through
 
which
 
the
 
Group
 
establishes
 
its
 
risk
 
appetite
 
and
 
ensures
 
that
 
its
 
risk
 
profile
 
remains
 
within
 
that
appetite to bear risk in relation to the
 
internal and external events
 
as well as other
 
constraints.
 
Governance
 
responsibility
 
for
 
Non-Financial
 
Risks
 
management
 
stems
 
from
 
the
 
Board
 
of
 
Directors
 
(BoD),
through the Executive Board and Senior Management, and
 
passes down to
 
the Heads and staff of
 
every business
unit. The BoD establishes
 
the mechanisms used
 
by the Group
 
to manage NFRs, sets the tone and
 
expectations,
and delegates
 
relevant responsibilities.
 
The
 
Board Risk
 
Committee and
 
the Audit
 
Committee monitor
 
the NFR
levels and profile,
 
including relevant events.
NFR
 
management
 
comprises
 
risk
 
identification,
 
assessment,
 
and
 
mitigation
 
while
 
employing
 
independent
oversight and an effective
 
risk culture to ensure that business objectives are met
 
within the NFR appetite that is
reflected in the Group’s
 
Policies and Guidelines.
The Heads
 
of each Business Unit (the
 
risk owners) are
 
primarily responsible for
 
the day-to-day management
 
of
NFRs and
 
the
 
adherence
 
to relevant
 
controls.
 
Each Business
 
Unit has
 
appointed an
 
Operational
 
Risk Partner
(OpRisk Partner)
 
or an Operational
 
Risk Management
 
Unit (ORMU) depending on
 
the size of
 
the business
 
unit,
which are
 
responsible for
 
coordinating the
 
internal risk
 
management efforts
 
of the
 
business unit
 
while forming
the link between Line
 
1 and Line 2.
 
Eurobank
 
has
 
adopted
 
a
 
Themes-based
 
risk
 
taxonomy,
 
developed
 
along
 
the
 
lines
 
of
 
the
 
industry
 
reference
taxonomies, for risk management and reporting purposes. Each Risk Themes is overseen by Theme Coordinators
(Second Line of Defense). The
 
risk themes which fall
 
within the scope of NFR are
 
the following:
 
 
 
 
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Group
 
Operational
 
and
 
Non-Financial
 
Risks
 
Unit
 
(GONFR)
 
has
 
been
 
positioned
 
as
 
an
 
overlaying
 
framework
coordinator for all Non-Financial Risks (NFRs).
 
GONFR’s overlaying responsibilities aim to harmonize the Second
Line of Defense activities across
 
the Group
 
and to holistically ensure the
 
effective,
 
consistent application of the
Risk Appetite Framework.
 
The 2LoD Units maintain their
 
responsibilities for specific
 
Risk Theme(s)
 
owned.
Climate related and environmental
 
risks
The Group
 
has recognized climate change as a material
 
risk and based on supervisory guidelines, has adapted
its policies and methodologies
 
for identifying and monitoring the
 
relevant risks.
Specifically,
 
climate
 
related
 
and
 
environmental
 
risks
 
are
 
defined
 
as
 
the
 
risks
 
deriving
 
from
 
potential
 
loss
 
or
negative
 
impact
 
to
 
the
 
Group,
 
including
 
loss/damage
 
to
 
physical
 
assets,
 
disruption
 
of
 
business
 
or
 
system
failures, transition
 
expenditures and reputational effects
 
from the adverse
 
consequences of climate change and
environmental degradation.
Climate-related and environmental
 
risks include the following:
a)
Climate related
 
and environmental
 
physical
 
risk: Physical
 
risk refers
 
to the
 
financial impact
 
of a
 
changing
climate,
 
including more
 
frequent
 
extreme
 
weather
 
events
 
and gradual
 
changes in
 
climate,
 
as well
 
as the
impact of environmental
 
degradation.
b)
Climate
 
related
 
and
 
environmental
 
transition
 
risk:
 
Transition
 
risk
 
refers
 
to
 
financial
 
loss
 
that
 
can
 
result,
directly
 
or
 
indirectly,
 
from
 
the
 
process
 
of
 
adjustment
 
towards
 
a
 
lower-carbon
 
and
 
more
 
environmentally
sustainable economy,
c)
Environmental risk: Risk of actual or potential
 
threat associated
 
with the dependency on nature
 
and nature
impacts
 
and/or
 
the
 
misalignment
 
between
 
the
 
Group’s
 
strategy
 
and
 
the
 
changing
 
regulatory,
 
policy,
 
or
societal landscape in which it operates.
 
Environmental risk excludes the
 
impacts from climate change.
The
 
Group is
 
adopting a
 
strategic
 
approach towards
 
sustainability,
 
climate change
 
risk identification
 
and risk
management,
 
signifying
 
the
 
great
 
importance
 
that
 
is
 
given
 
in
 
the
 
risks
 
and
 
opportunities
 
arising
 
from
 
the
transitioning
 
to
 
a
 
low-carbon
 
and
 
more
 
circular
 
economy.
 
In
 
this
 
context,
 
the
 
Bank
 
has
 
approved
 
and
implements its Financed Impact
 
Strategy,
 
which focuses on:
 
a)
Clients’ engagement and awareness
 
to adapt their business so as to address
 
climate change challenges,
b)
Actions for supporting clients in their transition
 
efforts towards
 
a more ESG-friendly economic environment,
c)
Enablers and tools such as frameworks
 
and products to underpin Sustainable
 
Financing,
d)
The assessment
 
and management of climate-related
 
risk of exposures.
In
 
line
 
with
 
good
 
practices
 
identified
 
by
 
the
 
ECB,
 
the
 
Financed
 
Impact
 
Strategy
 
of
 
the
 
Bank
 
will
 
focus
 
on
sustainable
 
financing
 
targets
 
/
 
commitments.
 
In
 
particular,
 
the
 
Bank
 
identified
 
total
 
portfolio
 
and
 
sectoral
targets with regards
 
to financing the green transition
 
of its clients.
 
The Bank has set the
 
following targets
 
for sustainable disbursements in the
 
following years:
a)
New
 
disbursements:
 
€2bn
 
new
 
green
 
disbursements
 
to
 
businesses
 
until
 
2025
 
or
 
20%
 
of
 
the
 
annual
 
new
corporate disbursements
 
to be classified as green/ environmentally
 
sustainable,
b)
Renewable
 
energy:
 
35% of
 
new
 
disbursements
 
in the
 
energy
 
sector will
 
be directed
 
to Renewable
 
Energy
Sector (RES) financing,
c)
Green
 
buildings:
 
80%
 
of
 
disbursements
 
related
 
to the
 
construction
 
of
 
new
 
buildings
 
will be
 
allocated
 
to
green buildings,
d)
RRF: €2.25bn total green contribution through
 
RRF funds in the Greek
 
economy by 2026,
e)
Green stock / exposure evolution: 20% stock of green exposures for the corporate portfolio
 
by 2027 (up from
11% in 2022), and
f)
Double retail green gross
 
disbursements within 2023 compared
 
to 2022.
To facilitate
 
the classification of sustainable/green
 
financing opportunities in a structural manner,
 
the Bank has
developed
 
its
 
Sustainable
 
Finance
 
Framework
 
(SFF).
 
Through
 
its
 
SFF,
 
the
 
Bank
 
is able
 
to
 
classify
 
sustainable
lending solutions offered
 
to its clients, specifying the
 
applied classification
 
approach and
 
the activities defined
as
 
eligible
 
to
 
access
 
sustainable
 
financing
 
(eligible
 
green
 
and
 
social
 
assets).
 
Furthermore,
 
the
 
Group
 
has
updated its
 
governance
 
structure by
 
introducing
 
and defining
 
the
 
roles
 
and responsibilities
 
in relation
 
to ESG
and
 
climate
 
related
 
and
 
environmental
 
(CR&E)
 
risks,
 
embedding
 
regulatory
 
guidelines
 
and
 
market
 
practices
involving
 
various key
 
stakeholders
 
(i.e. Business
 
functions,
 
Units, and
 
Committees). The
 
Group applies
 
a model
of defined roles and responsibilities
 
regarding the
 
management of CR&E risks across the
 
3 Lines of Defense.
 
 
 
 
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In this context and taking into account the significant impact of climate-related and environmental (CR&E) risks
both
 
on financial
 
institutions
 
and on
 
the
 
global economy,
 
the
 
Group
 
developed
 
and approved
 
its CR&E
 
Risks
Management Policy which
 
aims at fostering a
 
holistic understanding of the effects
 
of CR&E risks on its business
model, as well as
 
support decision-making regarding
 
these matters
 
and provide a
 
robust governance
 
under its
Risk Management Framework.
The
 
Group
 
Risk
 
Management
 
Strategy
 
Planning
 
Operations
 
&
 
Climate
 
Risk
 
(GRMSPO&CR)
 
has
 
the
 
overall
responsibility for overseeing, monitoring, and managing CR&E risks.
 
Specifically, the Unit operates as the Project
office
 
responsible for
 
the
 
implementation
 
of the
 
Climate
 
related
 
and Environmental
 
risks roadmap
 
(“Program
Field”),
 
with
 
a
 
coordinating
 
and
 
supervisory
 
role
 
on
 
all
 
related
 
project
 
streams
 
to ensure
 
alignment
 
with
 
the
Bank’s
 
business
 
strategy
 
and
 
the
 
regulatory
 
authorities’
 
expectations.
 
In
 
this
 
context,
 
the
 
Unit
 
ensures
 
the
implementation of corresponding
 
environmental and sustainability initiatives
 
(frameworks,
 
policies, procedures
and products)
 
and compliance
 
with relevant
 
existing and
 
upcoming regulations,
 
under an
 
ongoing bank-wide
program,
 
in line
 
with
 
the
 
supervisory
 
agreed
 
roadmap,
 
which
 
is
 
accelerated
 
where
 
possible.
 
Also,
 
the
 
Unit
 
is
responsible for
 
coordinating
 
with Business
 
and other
 
Risk Units,
 
preparing
 
and submitting
 
for
 
approval
 
of the
Financed Impact
 
Strategy,
 
as well
 
for
 
monitoring its implementation.
 
Furthermore,
 
the Unit
 
leads the
 
2nd Line
of Defense independent sustainable lending re-assessment process.
 
Specifically, in the context of implementing
the
 
approved
 
Sustainable
 
Finance
 
Framework
 
(SFF),
 
the
 
Unit
 
is
 
responsible
 
for
 
assessing
 
the
 
sustainability
features of new loans and products
 
according to the criteria set within the SFF.
 
Further information
 
on ESG risks
is provided in the
 
Consolidated Pillar 3 Report on the
 
Company’s website.
The Group participates in the European Central
 
Bank’s (ECB) supervisory One-off Fit-for-55 climate risk scenario
analysis, which
 
was launched
 
in December
 
2023. The
 
climate risk
 
scenario
 
analysis –
 
with the
 
participation
 
of
110 significant
 
banks –
 
aims to gain
 
insights into
 
the capacity
 
of the
 
financial system
 
to support the
 
transition
to a
 
lower
 
carbon economy
 
under conditions
 
of stress.
 
The
 
Group
 
is in
 
the
 
process
 
of successfully
 
completing
this exercise, and continues to
 
work in order to implement its
 
climate risk action plan,
 
to further integrate climate
risks
 
into
 
its
 
business
 
strategy
 
and
 
risk
 
management
 
practices,
 
and
 
to
 
support
 
its
 
clients
 
towards
 
climate
transition and sustainable business
 
growth.
The Group applies the elements of the Three
 
Lines of Defense model for the management of all types of risk. The
Three
 
Lines
 
of
 
Defense
 
Model
 
enhances
 
risk
 
management
 
and
 
control
 
by
 
clarifying
 
roles
 
and
 
responsibilities
within the organization. Under the oversight
 
and direction of the Management Body, the responsibilities of each
of these lines of defense
 
are:
Line
 
1
 
-
 
Own
 
and
 
manage
 
risk
 
and
 
controls.
 
The
 
front
 
line
 
business
 
and
 
operations
 
are
 
accountable
 
for
 
this
responsibility as they own
 
the rewards
 
and are the primary risk generators,
Line 2
 
- Monitor
 
risk and
 
controls
 
in support
 
of Executive
 
Management,
 
providing
 
oversight,
 
challenge, advice
and group-wide direction.
 
These mainly include the
 
Risk and Compliance Units,
Line 3 - Provide
 
independent assurance
 
to the
 
Board and Executive
 
Management concerning
 
the effectiveness
of risk and control management.
 
This refers
 
to Internal Audit.
Further
 
information
 
on the
 
Group’s
 
financial risk
 
management
 
objectives
 
and policies,
 
including the
 
policy for
hedging each major type of transaction for
 
which hedge accounting is used is set out in the notes 2, 5 and 19 to
the consolidated
 
financial statements for
 
the year ended 31 December
 
2023.
Non Performing Exposures
 
(NPE) management
The
 
Group
 
realizes
 
the
 
NPE
 
Strategy
 
Plan
 
through
 
its
 
implementation
 
by
 
doValue
 
Greece
 
for
 
the
 
assigned
portfolio and
 
the securitization transactions.
 
Troubled
 
Assets Committee
The Troubled Assets Committee (TAC) is established according to the regulatory provisions and its main purpose
is to act
 
as an independent
 
body, closely
 
monitoring the
 
Bank’s troubled
 
assets portfolio
 
and the
 
execution of
its NPE Management Strategy.
Remedial and Servicing Strategy
 
(RSS)
Remedial
 
Servicing &
 
Strategy
 
Sector (RSS)
 
has the
 
mandate to
 
inter alia
 
devise the
 
NPE reduction
 
plan and
closely monitor the overall performance
 
of the NPE portfolio as well as the relationship of the Bank with doValue
Greece.
 
Furthermore,
 
following
 
Eurobank’s
 
commitments
 
against the
 
significant risk
 
transfer
 
(SRT) monitoring
regulatory
 
requirements
 
pertaining
 
to Bank’s
 
concluded
 
transactions,
 
RSS has
 
a pivotal
 
role
 
in ensuring
 
that
relevant
 
process
 
is performed
 
smoothly and
 
in a
 
timely manner
 
and that
 
any shortcomings
 
are appropriately
resolved, while providing any required clarifications or additional
 
material required by the regulatory authorities.
The Head of RSS reports
 
to the General
 
Manager of Group Strategy.
In this context, RSS has been assigned inter alia with
 
the following
 
responsibilities:
a)
Develop and actively
 
monitor the NPE targets
 
and reduction plan,
b)
Set the
 
strategic
 
principles, priorities,
 
policy framework
 
and KPIs
 
under which
 
doValue
 
Greece
 
is servicing
the portfolio,
c)
Closely monitor
 
the
 
execution
 
of
 
the
 
approved
 
strategies,
 
as well
 
as all
 
contractual
 
provisions
 
under
 
the
relevant
 
contractual
 
agreements
 
for
 
Eurobank’s
 
portfolio
 
assigned
 
to
 
doValue
 
Greece
 
including
 
the
securitized portfolio
 
of ERB Recovery DAC,
d)
Monitoring of the performance
 
of the senior notes of the
 
securitizations in collaboration
 
with Group Risk so
as to
 
ensure compliance to
 
significant risk transfer (SRT) and
 
to the Hellenic
 
Asset Protection Scheme (HAPS),
e)
Budget and monitor the Bank’s expenses and revenues
 
associated with the
 
assigned portfolio,
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
10
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m = million
 
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f)
Cooperate closely with
 
doValue Greece
 
on a daily basis in achieving the
 
Group’s objectives,
g)
Maintain supervisory dialogue.
NPE Management Strategy
 
and Operational
 
targets
Ιn
 
line
 
with
 
the
 
regulatory
 
framework
 
and
 
Single
 
Supervisory
 
Mechanism’s
 
(SSM)
 
requirements
 
for
 
Non-
Performing
 
Exposures’
 
(NPE) management,
 
the
 
Group’s
 
new NPE
 
Management Strategy
 
for
 
2024-2026,
 
along
with
 
the
 
annual NPE
 
stock targets
 
at both
 
Bank and
 
Group
 
level
 
envisages
 
the
 
decrease
 
of the
 
Group’s
 
NPE
ratio at
 
3.2% in 2026.
Project “Solar”
In the context of
 
its NPE management strategy, the Group has structured another NPE securitization transaction
(project ‘Solar’), as part
 
of a joint initiative with the
 
other
 
Greek systemic banks, in order
 
to decrease further
 
its
NPE
 
ratio
 
and
 
strengthen
 
its
 
balance
 
sheet
 
de-risking.
 
In
 
addition,
 
the
 
Group
 
targets
 
to
 
the
 
prudential
 
and
accounting
 
derecognition
 
of
 
the
 
underlying
 
corporate
 
loan
 
portfolio
 
from
 
its
 
balance
 
sheet
 
by
 
achieving
 
a
Significant
 
Risk Transfer
 
(SRT) and
 
including ‘Solar’
 
securitization
 
under
 
the
 
Hellenic Asset
 
Protection
 
Scheme
(HAPS), thus the senior
 
note of the securitization
 
to become entitled to the Greek
 
State’s guarantee.
 
On
 
2
 
November
 
2023,
 
the
 
Bank
 
announced
 
the
 
execution
 
of
 
a
 
binding
 
agreement
 
between
 
the
 
four
 
Greek
systemic banks (the
 
Banks) and Waterwheel
 
Capital Management,
 
L.P.,
 
with respect
 
to the
 
sale to the
 
latter of
95% of the Mezzanine
 
notes and of 95% of
 
the Junior notes
 
to be issued in the
 
context of “Solar” securitization.
The
 
Banks
 
will
 
hold
 
100%
 
of
 
the
 
Senior
 
notes
 
as
 
well
 
as
 
5%
 
of
 
the
 
Mezzanine
 
and
 
of
 
the
 
Junior
 
notes.
 
The
completion
 
of
 
the
 
transaction
 
is
 
subject
 
to
 
the
 
fulfillment
 
of
 
customary
 
conditions
 
for
 
such
 
transactions,
including, among others,
 
the HAPs guarantee
 
and SRT approval mentioned
 
above (note 20 to the
 
consolidated
financial statements).
Project “Leon”
In December 2023,
 
the Bank, aiming to accelerate
 
further its
 
NPE reduction plan, initiated
 
the sale process
 
of a
mixed NPE
 
portfolio
 
of total
 
gross
 
book
 
value
 
ca.
 
€400m, engaging
 
in parallel
 
in negotiations
 
with
 
potential
investors. The transaction is expected to be completed by the end of 2024.
 
Accordingly, as at 31 December 2023,
the Bank classified the
 
above loan portfolio
 
as held for sale (note
 
20 to the consolidated
 
financial statement).
 
Macroeconomic Outlook
 
and Risks
Despite
 
the
 
fragile
 
international
 
environment,
 
the
 
economies
 
of
 
Greece,
 
Bulgaria
 
and
 
Cyprus
 
remained
 
in
expansionary territory
 
in 2023, overperforming
 
their European
 
Union (EU) peers.
 
More specifically,
 
according to
provisional data by the Hellenic Statistical Authority (ELSTAT), the Greek economy expanded by 2%
 
on an
 
annual
basis
 
in 2023
 
(2022:5.6%),
 
driven
 
by
 
increases
 
in exports
 
of
 
goods
 
and
 
services,
 
household
 
consumption
 
and
fixed
 
investment.
 
According
 
to its
 
Winter
 
Economic
 
Forecast
 
(February
 
2024),
 
the
 
European
 
Commission
 
(EC)
expects a
 
GDP growth
 
rate of
 
2.3% in 2024 and
 
2025. Amid
 
strong base
 
effects
 
and easing energy
 
prices, the
inflation rate as measured by the annual change in
 
the Harmonized Index of
 
Consumer Prices (HICP) decelerated
to 4.2%
in 2023 from 9.3%
 
in 2022 according to
 
ELSTAT,
 
with the Commission
 
forecasting
 
further
 
de-escalation
to 2.7%
 
in 2024,
 
and
 
2% in
 
2025.
 
The
 
average
 
quarterly
 
unemployment
 
rate
 
decreased
 
to 11.1%
 
in 2023
 
from
12.4% in 2022, with the
International Monetary
 
Fund forecasts
 
for 2024 and
 
2025 standing at 9.2%
 
and 8.5% in
2024 and 2025 respectively,
 
according to its January 2024 Art. IV Country Report.
Growth
 
in Greece
 
as well
 
as in Bulgaria
 
and Cyprus
 
is expected to
 
receive
 
a significant
 
boost from
 
EU-funded
investment projects
 
and reforms. Greece
 
shall receive €36bn (€18.2bn in grants and €17.7bn
 
in loans) up to 2026
through the Recovery and Resilience Facility (RRF), Next
 
Generation EU (NGEU)’s largest instrument, out
 
of which
€14.7bn
 
(€7.4bn
 
in grants
 
and
 
€7.3bn
 
in loans)
 
has
 
already
 
been disbursed
 
by
 
the
 
EU. A
 
further
 
€40bn
 
is
 
due
through
 
EU’s
 
long-term
 
budget
 
(MFF),
 
out
 
of
 
which
 
€20.9bn
 
is
 
to
 
fund
 
the
 
National
 
Strategic
 
Reference
Frameworks
 
(ESPA
 
2021–2027). Moreover,
 
following
 
the September
 
2023 floods in
 
the
 
Thessaly
 
region, Greece
could benefit from EU support of up to € 2.65 billion, according
 
to the EC President.
On monetary
 
policy developments,
 
the Governing
 
Council of the
 
ECB, in line
 
with its
 
strong commitment
 
to its
price stability
 
mandate, proceeded
 
with ten rounds
 
of interest
 
rate hikes
 
in 2022 and in
 
2023 (the
 
most recent
one in September 2023), raising the three key ECB interest rates by 450 basis points on aggregate. Furthermore,
although net bond purchases under the
 
temporary Pandemic Emergency
 
Purchase Programme
 
(PEPP) ended in
March 2022, as
 
scheduled, the
 
ECB will continue to reinvest
 
principal from
 
maturing securities at
 
least until the
end of 2024, including purchases of Greek Government
 
Bonds (GGBs) over and above
 
rollovers
 
of redemptions.
 
On the
 
fiscal front,
 
according to
 
the
 
2024 State
 
Budget, the
 
general
 
government
 
is expected
 
to post
 
primary
surpluses of 1.1%
 
and 2.1%
 
of GDP in 2023 and
 
2024 respectively,
 
up from 0.1%
 
of GDP in 2022. The
 
gross public
debt-to-GDP
 
ratio,
 
having
 
declined
 
significantly
 
to
 
172.6%
 
in
 
2022
 
(from
 
195%
 
in
 
2021)
 
due
 
to
 
the
 
strong
economic recovery
 
and the effect
 
of the high inflation on nominal
 
GDP,
 
is expected to decline further
 
to 160.3%
in
 
2023
 
and
 
152.3%
 
in
 
2024.
 
In
 
2023,
 
the
 
Greek
 
government
 
issued
 
or
 
re-opened
 
twelve
 
bonds
 
of
 
various
maturities (from
 
5 to 19
 
years) through
 
the Public
 
Debt Management
 
Agency (PDMA),
 
raising a
 
total of
 
€ 11.45
billion from
 
the international
 
financial markets. In
 
February
 
2024, the
 
PDMA issued a new
 
10-year bond, raising
€4bn at a yield of 3.478%, and reopened two bonds with remaining
 
maturities of 4.25 and 9.25 years for
 
€200m
each, with their yields closing
 
at 2.58% and 3.32% respectively.
Regarding sovereign
 
rating changes, Scope Ratings
 
upgraded the credit
 
rating of Greece
 
to investment-grade
status in August 2023, followed
 
by DBRS
 
Morningstar in
 
September 2023,
 
Standard &
 
Poor’s (S&P)
 
in October
2023,
 
and
 
Fitch
 
in
 
December
 
2023.
 
As
 
of
 
March
 
2024,
 
Greek
 
government’s
 
long-term
 
debt
 
securities
 
were
considered
 
investment
 
grade
 
by
 
four
 
out
 
of
 
the
 
five
 
Eurosystem-approved
 
External
 
Credit
 
Assessment
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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11
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€ = Euro
 
m = million
 
bn = billion
Institutions
 
(Fitch,
 
Scope,
 
S&P:
 
BBB-,
 
stable
 
outlook;
 
DBRS:
 
BBB(low),
 
stable
 
outlook),
 
and
 
one
 
notch
 
below
investment grade
 
by the fifth one, Moody’s (Βa1,
 
stable outlook, upgraded
 
from Ba3 in September 2023).
According
 
to Bank
 
of Greece
 
(BoG) data,
 
the
 
stock of
 
credit
 
to the
 
non-financial private
 
sector amounted
 
to
€109.1bn
 
at
 
the
 
end
 
of
 
2023,
 
up
 
from
 
€107.1bn
 
at
 
the
 
end
 
of
 
2022,
 
marking
 
a
 
gross
 
annual
 
increase
 
of
 
1.8%.
Adjusted for write-offs,
 
reclassifications and
 
foreign exchange
 
fluctuations, the
 
annual growth rate
 
of domestic
credit to the
 
non-financial sector stood at
 
2.7%. On the other
 
side of the ledger,
 
domestic non-financial private
sector deposits had increased to €190.7bn at the end of 2023 from €185.1bn
 
at the end of 2022 (+3%). According
to provisional
 
BoG data,
 
residential real
 
estate prices
 
recorded
 
an average
 
annual increase
 
of 13.4%
 
in 2023,
and commercial real
 
estate prices an average
 
annual increase of 6.9%
 
in the first half of 2023.
The
 
Bulgarian economy
 
is rendered
 
as an
 
outperformer
 
among regional
 
economies
 
as it
 
expanded
 
by
 
2% in
2023 compared
 
to 3.9%
 
in 2022.
 
Private consumption
 
remained the
 
key growth
 
driver,
 
underpinned
 
by strong
labour market
 
conditions which
 
in turn
 
improved
 
consumer
 
confidence despite
 
the abating,
 
still high,
 
inflation
throughout
 
2023. Annual
 
HICP inflation
 
decelerated
 
from
 
14.3% in
 
December
 
2022 to
 
8.6% in
 
December
 
2023
with
 
potential
 
of further
 
decrease
 
in 2024.
 
According
 
to EC’s
 
Winter
 
Economic Forecast
 
(February
 
2024), real
GDP is expected to grow by
 
1.9% and 2.5% in 2024 and
 
2025 respectively,
 
with private consumption continuing
to be considered the key growth
 
driver,
 
while the HICP is forecast to decrease
 
to 3.4% in 2024 and 2.9% in 2025.
The
 
revival
 
of
 
investments
 
spotted
 
in
 
third
 
quarter
 
of
 
2023
 
was
 
not
 
sustained
 
in
 
fourth
 
quarter
 
of
 
2023
 
yet
prospects for
 
2024 regarding this
 
GDP component remain positive,
 
mostly on the
 
back of higher
 
absorption of
EU funds, as outlined in the
 
country’s Recovery and Resilience
 
Plan. A possible delay in the euro
 
adoption could
materialise given the slow convergence on prices, resulting in Bulgaria entering the euro area later than January
2025.
 
The
 
entry
 
into
 
the
 
Schengen
 
area
 
from
 
March
 
2024
 
is
 
embraced
 
positively.
 
Still,
 
the
 
limitations
 
of
 
the
access only to air and sea cut down respectively
 
the benefits only for
 
tourism.
According to the GDP flash estimate
 
for fourth quarter 2023, the economy of Cyprus grew by 2.5%
 
in 2023, down
from 5.1% in 2022. The deceleration
 
in 2023 is
 
mainly due to
 
the milder increase in household consumption, under
persisting
 
inflationary
 
pressures
 
(average
 
HICP
 
inflation
 
of
 
3.9%
 
in
 
2023
 
after
 
8.1%
 
in
 
2022,
 
according
 
to
Eurostat), despite
 
higher partial indexation
 
of wages since
 
June 2023 (66.7%
 
instead of 50% in previous
 
years).
Nonetheless,
 
based
 
on
 
the
 
European
 
Commission’s
 
winter
 
economic
 
forecasts
 
(February
 
2024),
 
the
 
growth
performance
 
in 2023
 
is among
 
the
 
top-3 in
 
the
 
Euro
 
area and
 
the
 
real GDP
 
in Cyprus
 
is expected
 
to grow
 
by
2.8% and 3% in 2024 and 2025 respectively, while the HICP is estimated at 2.4% in 2024 and 2.1% in 2025 (2023:
3.9%). Disinflation along with a tight labour market, as
 
unemployment is projected to de-escalate to 6.1% in 2024
and 5.9%
 
in 2025,
 
against 6.4%
 
in 2023,
 
will support
 
consumption spending
 
expansion
in these
 
two years.
 
On
the other hand, slower GDP growth in 2024-2025 relative to
 
2022 will
 
stem from the deterioration of the external
balance, mainly of the
 
goods component, due to the
 
weakened growth
 
momentum in Cyprus’ trading
 
partners,
while
 
exports
 
of
 
services
 
are
 
more
 
resilient,
 
although
 
a
 
protracted
 
war
 
in
 
the
 
Middle
 
East
 
will
 
weigh
 
on
 
the
tourism outlook given the
 
vital role of tourists from Israel
 
to the spike in tourism revenue
 
in the first nine months
of 2023
 
(+25% Year
 
on Year).
 
On the
 
investment
 
side, after
 
the freezing
 
of the
 
RRF financing
 
in 2023
 
pending
the implementation of Recovery and Resilience Plan (RRP) milestones (reforms etc.), the restart of
 
capital inflows
in 2024 will
 
boost green
 
and digital
 
infrastructure
 
in 2024-2025.
 
Particularly,
 
strong demand
 
for real
 
estate in
2023,
 
with
 
sales at
 
a 16-year
 
high, will
 
support
 
construction
 
activity,
 
however,
 
the
 
market
 
outlook is
 
linked
 
to
developments in the
 
Middle East war due to the Israeli’s
 
significant market share
 
last year.
Regarding the
 
outlook for
 
the next
 
12 months, the
 
major macroeconomic risks
 
and uncertainties
 
in Greece and
our
 
region
 
are
 
associated
 
with:
 
(a)
 
the
 
open
 
war
 
fronts
 
in
 
Ukraine
 
and
 
the
 
Middle
 
East,
 
their
 
implications
regarding
 
regional and
 
global stability
 
and security,
 
and their
 
repercussions
 
on the
 
global and
 
the
 
European
economy,
 
including the
 
disruption
 
in global
 
trade
 
caused
 
by
 
the
 
recent
 
attacks
 
on trading
 
vessels
 
in the
 
Red
Sea,
 
(b)
 
a
 
potential
 
prolongation
 
of
 
the
 
ongoing
 
inflationary
 
wave
 
and
 
its
 
impact
 
on
 
economic
 
growth,
employment,
 
public
 
finances,
 
household
 
budgets,
 
firms’
 
production
 
costs,
 
external
 
trade
 
and
 
banks’
 
asset
quality,
 
as
 
well
 
as
 
any
 
potential
 
social
 
and/or
 
political
 
ramifications
 
these
 
may
 
entail,
 
(c)
 
the
 
timeline
 
of
 
the
anticipated interest
 
rate cuts by
 
the ECB and
 
the Federal
 
Reserve Bank,
 
as persistence on
 
high rates
 
for longer
may keep exerting pressure on sovereign
 
and private borrowing costs and certain financial institutions’
 
balance
sheets,
 
but early
 
rate
 
cuts entail
 
the
 
risk of
 
a rebound
 
in inflation,
 
(d) the
 
prospect
 
of Greece’s
 
and Bulgaria’s
major trade partners, primarily the
 
Euro Area, remaining stagnant or even
 
facing a temporary downturn, (e) the
persistently large
 
current
 
account deficits
 
that have
 
started to
 
become once
 
again a
 
structural
 
feature
 
of the
Greek economy, (f) the
 
absorption capacity of the
 
NGEU and MFF funds and the
 
attraction of
 
new investments
in
 
the
 
countries
 
of
 
presence,
 
especially
 
in
 
Greece,
 
(g)
 
the
 
effective
 
and
 
timely
 
implementation
 
of
 
the
 
reform
agenda
 
required
 
to
 
meet
 
the
 
RRF
 
milestones
 
and
 
targets
 
and
 
to
 
boost
 
productivity,
 
competitiveness,
 
and
resilience
 
and
 
(h)
 
the
 
exacerbation
 
of
 
natural
 
disasters
 
due
 
to
 
the
 
climate
 
change
 
and
 
their
 
effect
 
on
 
GDP,
employment, fiscal balance
 
and sustainable development
 
in the long run.
Materialization
 
of the
 
above
 
risks would
 
have
 
potentially
 
adverse
 
effects
 
on the
 
fiscal
 
planning of
 
the
 
Greek
government, as it could decelerate
 
the pace of expected growth and on the liquidity, asset quality, solvency
 
and
profitability of the Greek banking
 
sector. In this context, the
 
Group Management and Board, also mindful of the
recent
 
banking
 
turmoil
 
across
 
some
 
markets,
 
are
 
continuously
 
monitoring
 
the
 
developments
 
on
 
the
macroeconomic,
 
financial
 
and
 
geopolitical
 
fronts
 
as
 
well
 
as
 
the
 
evolution
 
of
 
the
 
Group’s
 
asset
 
quality
 
and
liquidity
 
KPIs
 
and
 
have
 
increased
 
their
 
level
 
of
 
readiness,
 
so
 
as
 
to
 
accommodate
 
decisions,
 
initiatives
 
and
policies
 
to
 
protect
 
the
 
Group’s
 
capital,
 
asset
 
quality
 
and
 
liquidity
 
standing
 
as
 
well
 
as
 
the
 
fulfilment,
 
to
 
the
maximum possible degree,
 
of its strategic
 
and business
 
goals in accordance
 
with the
 
business plan for
 
2024 –
2026.
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
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Share Capital
As at 31 December 2023:
 
a)
The
 
total
 
share
 
capital
 
of
 
Eurobank
 
Holdings
 
amounted
 
to
 
 
817,625,550.94
 
divided
 
into
 
3,716,479,777
common voting shares
 
of nominal value of €0.22 each.
 
All shares are
 
registered, listed
 
on the Athens
 
Stock
Exchange and incorporate all the
 
rights and obligations set by
 
the Greek legislation,
b)
The
 
number
 
of
 
Eurobank
 
Holdings
 
shares
 
held
 
by
 
the
 
Group’s
 
subsidiaries
 
in the
 
ordinary
 
course
 
of
 
their
business was 4,346,566 (31 December 2022: 260,036)
 
(note 37 to the consolidated
 
financial statements),
c)
The number
 
of own shares held by Eurobank
 
Holdings was 52,080,673.
Own shares
The
 
BoD decided
 
on 27
 
June 2023
 
to propose
 
at the
 
Annual General
 
Meeting (AGM)
 
to approve
 
to purchase
the
 
Company’s
 
shares
 
held
 
by
 
the
 
HFSF,
 
via
 
a
 
pre-agreed
 
transaction
 
(“Repurchase”).
 
The
 
Repurchase
 
is
provided
 
for
 
in the
 
HFSF's Divestment
 
Strategy
 
and has
 
been approved
 
by the
 
Single Supervisory
 
Mechanism
(SSM). Following the above, the AGM held on 20
 
July 2023 approved the acquisition of
 
own shares in
 
accordance
with article 49 of Law 4548/2018, and in particular the acquisition of all of
 
the Company’s shares which the HFSF
owns, under the
 
following conditions:
a)
Maximum number of shares to be
 
acquired: According to article 49 of Law
 
4548/2018, the maximum number
of shares that
 
the Company may
 
acquire, added together
 
with the
 
shares belonging to the
 
Company from
time to
 
time, cannot
 
exceed 10%
 
of the
 
Company's paid
 
share capital.
 
Specifically,
 
in this
 
transaction,
 
the
number
 
of
 
shares
 
to
 
be
 
purchased
 
will
 
be
 
the
 
total
 
of its
 
issued
 
shares
 
held
 
by
 
the
 
HFSF,
 
i.e.
 
52,080,673
shares, which correspond
 
to approximately 1.40% of its share
 
capital,
b)
The duration
 
for which the
 
approval is granted
 
is set at 6 months from the
 
day of the General
 
Meeting,
c)
The
 
maximum purchase
 
price is
 
set at
 
€1.90
 
per share
 
and the
 
minimum purchase
 
price
 
is set
 
at €1.10
 
per
share,
d)
To
 
authorize
 
the
 
Board
 
of
 
Directors
 
to
 
determine
 
the
 
specific
 
conditions
 
and
 
relevant
 
details
 
for
 
the
acquisition, taking into account the
 
supervisory approvals.
The
 
transaction
 
was completed
 
on 9
 
October
 
2023 at
 
a price
 
of €1.80
 
per share
 
and a
 
total consideration
 
of
€93,745,211.40.
 
The
 
Company
 
intends
 
to
 
proceed
 
to
 
the
 
cancellation
 
of
 
the
 
aforementioned
 
treasury
 
shares,
 
subject
 
to
 
the
approval of the
 
Annual General Meeting and regulatory
 
authorities.
Share options
Under the
 
five-year
 
shares award
 
plan approved
 
in 2020 and
 
started in 2021,
 
the executives
 
and personnel
 
of
Eurobank Holdings and its affiliated companies are granted share options rights, which are exercised in portions
annually during
 
the
 
term of
 
the
 
plan by
 
issuing new
 
shares
 
with a
 
corresponding
 
share
 
capital increase.
 
Each
portion may
 
be exercised
 
wholly or
 
partly and
 
converted
 
into shares
 
at the
 
employees’
 
option, provided
 
that
they remain
 
employed by
 
the Group
 
until the
 
first available exercise
 
date. The
 
maximum number of
 
rights that
can
 
be
 
approved
 
was
 
set
 
at
 
55,637,000
 
rights,
 
each
 
of
 
which
 
would
 
correspond
 
to
 
one
 
new
 
share
 
and
 
the
exercise price of each new
 
share would be equal to € 0.23.
In July 2023,
 
the Group
 
awarded to
 
its executives
 
12,101,092
 
new share
 
options, exercisable
 
in annual portions
up to
 
2028. From
 
the
 
share options
 
exercisable
 
in 2023,
 
a number
 
of 5,802,269 options
 
were
 
exercised
 
during
the year, resulting in the issue of an
 
equal number of new
 
common voting shares.
 
Further information is provided
in note 39 to consolidated financial statements.
Dividends
/
Distribution of Profits
In December
 
2023, the
 
Bank proceeded
 
with the
 
distribution of
 
non-mandatory reserves
 
totalling €410
 
million
to its sole shareholder,
 
Eurobank Holdings,
 
in order to
 
enable the
 
latter to distribute
 
dividend out of the
 
profits
of the
 
financial year
 
2023 to its
 
shareholders
 
in accordance
 
with the
 
provisions
 
of article
 
159 of Company
 
Law
4548/2018.
Based on
 
the
 
Group’s
 
financial performance
 
for
 
the
 
financial year
 
2023, Eurobank
 
Holdings aims
 
to distribute
to its
 
shareholders
 
a cash
 
dividend equivalent
 
to at
 
least 25%
 
of the
 
Group's
 
adjusted net
 
profit
 
for
 
financial
year
 
2023,
 
subject
 
to
 
the
 
approval
 
of
 
the
 
Annual
 
General
 
Meeting
 
of
 
its
 
shareholders
 
and
 
the
 
regulatory
authorities.
In
 
addition,
 
Eurobank
 
Holdings
 
intends
 
to
 
proceed
 
also
 
with
 
the
 
distribution
 
of
 
profits
 
to
 
the
 
employees
 
in
accordance
 
with
 
its
 
remuneration
 
policy,
 
subject
 
to
 
the
 
approval
 
of
 
the
 
Annual
 
General
 
Meeting
 
of
 
its
shareholders.
Major Shareholders
Based on the most recent notifications that
 
Eurobank Holdings has received
 
from shareholders controlling
 
5 per
cent or more of Eurobank
 
Holdings’ voting
 
rights, such significant shareholders
 
are the following:
 
a)
“Fairfax Financial Holdings Limited”,
 
controlling 32,93%
 
of Eurobank Holdings’
 
total number of voting rights,
corresponding
 
to 1,224,002,259 voting rights
 
of Eurobank
 
Holdings’ ordinary
 
shares (the
 
reporting date
 
for
the aforementioned is on 14 July
 
2021, while the percentage calculation is based
 
on the new total
 
Company’s
listed shares that are tradeable on the Athens
 
Stock Exchange, following the last share capital increase
 
due
to the exercise
 
of stock option rights),
b)
“The Capital
 
Group Companies, Inc”,
 
controlling 5,05%
 
of Eurobank
 
Holdings’ total number
 
of voting rights,
corresponding to 187,812,291
 
voting rights of Eurobank Holdings’
 
ordinary shares. (the reporting date for
 
the
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
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aforementioned
 
is
 
on
 
1
 
December
 
2020,
 
while
 
the
 
percentage
 
calculation
 
is
 
based
 
on
 
the
 
new
 
total
Company’s listed shares
 
that are
 
tradeable on the
 
Athens Stock
 
Exchange, following
 
the last
 
share capital
increase due to the exercise
 
of stock option rights),
c)
The
 
“Helikon
 
Investments
 
Limited”,
 
controlling
 
5,00%
 
of Eurobank
 
Holdings’
 
total
 
number
 
of voting
 
rights,
corresponding
 
to 185,957,220
 
voting
 
rights of
 
Eurobank
 
Holdings’
 
ordinary
 
shares.
 
(the
 
reporting date
 
for
the
 
aforementioned
 
is
 
on
 
25
 
January
 
2023,
 
while
 
the
 
percentage
 
calculation
 
is
 
based
 
on
 
the
 
new
 
total
Company’s listed shares
 
that are
 
tradeable on the
 
Athens Stock
 
Exchange, following
 
the last
 
share capital
increase due to the exercise
 
of stock option rights).
Sundry information
 
required under Law 3556/2007
 
(article 4, par.7)
According to the Articles
 
of Association:
 
a)
there
 
are no restrictions on the
 
transfer
 
of the Eurobank
 
Holdings’ shares,
b)
there
 
are no shares with special controlling
 
or voting rights,
c)
there
 
are no restrictions on voting
 
rights,
d)
the
 
rules
 
related
 
to
 
the
 
appointment
 
and
 
replacement
 
of
 
directors
 
as
 
well
 
as
 
to
 
the
 
amendment
 
of
 
the
Articles of Association are in accordance
 
with the provisions
 
of company law.
Eurobank
 
Holdings
 
is not
 
aware
 
of any
 
shareholders’
 
agreements
 
resulting
 
in restrictions
 
in the
 
transfer
 
of its
shares or
 
in the
 
exercise of
 
the shares’
 
voting rights.
 
There
 
are no significant
 
agreements that
 
enter into
 
force,
are amended
 
or expire if there
 
is change in the
 
control of Eurobank
 
Holdings following
 
a public offer.
 
There
 
are
no
 
agreements
 
between
 
Eurobank
 
Holdings
 
and
 
the
 
Directors
 
or
 
the
 
staff
 
for
 
compensation
 
in
 
the
 
event
 
of
departure as a result of a public offer.
Board of Directors
The Board
 
of Directors (BoD) was elected by the Annual General
 
Meeting (AGM) of the Shareholders
 
held on 23
July 2021 for
 
a three-year
 
term of office
 
that will
 
expire on
 
23 July 2024,
 
prolonged
 
until the
 
end of the
 
period
the AGM for
 
the year 2024 will take
 
place.
Further to that:
 
-
The
 
AGM of
 
the Shareholders
 
held on
 
20 July
 
2023 approved
 
the appointment
 
of Mr.
 
Burkhard Eckes
 
and
Mr.
 
John
 
Arthur
 
Hollows
 
as
 
new
 
independent
 
non-executive
 
members
 
of
 
Eurobank
 
Holdings
 
BoD,
 
whose
term of
 
office
 
will expire
 
concurrently with
 
the term
 
of office
 
of the
 
other
 
members of
 
the BoD
 
(comprising
of fifteen members from
 
now onwards). On the
 
same day the BoD decided
 
on its constitution.
 
-
On 9
 
October
 
2023,
 
Eurobank
 
Holdings
 
announced
 
the
 
acquisition
 
of
 
all of
 
its
 
issued
 
shares
 
held
 
by
 
the
HFSF,
 
namely 52,080,673 common registered shares. On the same
 
day, the HFSF notified Eurobank
 
Holdings
that
 
effective
 
as
 
of
 
11
 
October
 
2023,
 
the
 
HFSF
 
will
 
no
 
longer
 
have
 
the
 
special
 
rights
 
provided
 
in
 
law
3864/2010,
 
including
 
the
 
right
 
to
 
appoint
 
a
 
representative
 
in
 
the
 
Board
 
of
 
Directors
 
and
 
the
 
Board
Committees.
 
In
 
this
 
framework,
 
the
 
HFSF
 
representative
 
Mrs.
 
Efthymia
 
Deli,
 
member
 
of
 
the
 
Boards
 
of
Directors and of
 
the Committees of the Boards of
 
Eurobank Holdings and Eurobank, submitted on 26.10.2023
her
 
resignation
 
from
 
the
 
abovementioned
 
positions,
 
effective
 
as of
 
7 November
 
2023.
 
Accordingly,
 
on 10
November 2023,
 
the BoD decided, in accordance with the
 
provisions of article 82 par.
 
2 of L. 4548/2018 and
article 7 par. 2 of the Company’s Articles of
 
Association, on the continuation of the Company’s management
and
 
representation
 
by
 
the
 
BoD,
 
comprising
 
of
 
its
 
remaining
 
fourteen
 
(14)
 
members,
 
as
 
well
 
as
 
on
 
its
constitution.
-
Mr.
 
Andreas
 
Athanasopoulos,
 
Deputy CEO
 
and Executive
 
Member
 
of the
 
Boards
 
of Directors
 
of Eurobank
Holdings and Eurobank,
 
submitted on 31 October 2023 his resignation
 
from the abovementioned
 
positions,
effective
 
as of 31 December 2023. Accordingly,
 
on 8 January 2024, the BoD decided, in accordance with
 
the
provisions
 
of article 82
 
par.
 
2 of L.
 
4548/2018 and article
 
7 par.
 
2 of the
 
Company’s Articles
 
of Association,
on
 
the
 
continuation
 
of
 
the
 
Company’s
 
management
 
and
 
representation
 
by
 
the
 
BoD,
 
comprising
 
of
 
its
remaining thirteen (13) members,
 
as well as on its constitution.
The BoD of Eurobank
 
Holdings is set out in note 47 to the consolidated financial statements.
 
Personal details of
the Directors are
 
available on the website
 
of Eurobank Holdings
 
(www.eurobankholdings.gr).
Information required
 
under Law 4548/2018 (article 97,
 
par.1
 
(b))
According to article
 
97 par.
 
1 (b) of Law 4548/2018
 
the BoD members
 
owe to disclose
 
in a timely and adequate
manner to the other
 
members of the BoD their
 
own interests, which may arise from the
 
company's transactions,
which fall
 
within their
 
duties, as
 
well as
 
any conflict
 
of their
 
interests
 
with those
 
of the
 
company or
 
its related
companies. In
 
such case
 
and in line
 
with the
 
provisions
 
of article
 
97 par
 
3 of the
 
same law,
 
the member
 
of the
BoD is not entitled to vote on issues in which there is a conflict of interest with
 
his own company or persons with
whom he is a related party.
 
In these cases, decisions
 
are taken by the
 
other BoD members.
For 2023,
 
the following
 
issues were
 
noted in which there
 
was a conflict of interest with Eurobank
 
Holdings:
For the
 
purposes of decisions related
 
to the acknowledgement of the
 
expiration of the
 
deadline of par. 3 of art.
100 of
 
Law 4548/2018
 
concerning
 
the
 
conclusion
 
of a
 
Share
 
Purchase
 
Agreement
 
(SPA),
 
which pertains
 
to the
Eurobank’s
 
participation
 
in
 
the
 
company
 
“Grivalia
 
Hospitality
 
S.A.”
 
(Grivalia
 
Hospitality
 
οr
 
GH)
 
between
Eurobank
 
and “Eurolife
 
FFH Life
 
Insurance
 
Single Member
 
Société Anonyme”
 
(Eurolife),
 
which is a
 
related party
of the
 
parent company
 
of Eurobank,
 
Eurobank
 
Holdings, within
 
the meaning
 
of paragraph
 
2 (a) of article
 
99 of
Greek
 
Law
 
4548/2018,
 
according
 
to
 
IAS
 
24,
 
the
 
BoD
 
member
 
Mr.
 
Martin
 
also
 
Vice
 
Chairman
 
of
 
Strategic
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
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Investments at Fairfax, which holds 32.93% of the shares of the parent company of
 
Eurobank, Eurobank Holdings,
and
 
also
 
controls
 
Eurolife’s
 
parent
 
company,
 
“Eurolife
 
FFH
 
Insurance
 
Group
 
Holdings
 
Société
 
Anonyme”,
 
and
indirectly Eurolife
 
itself, was not entitled
 
to vote according
 
to the provisions
 
of par.
 
3 of Art. 97 of the
 
Company
Law 4548/2018 due to conflict of interest.
For the purposes of decisions related to
 
the Hellenic Financial Stability
 
Fund (HFSF) share buy-back
 
and decisions
in the
 
context of this
 
buy-back related
 
to a) the
 
issuance of a
 
common bond loan
 
and b) instructions
 
of voting
for the
 
Extraordinary General
 
Meeting of Eurobank, the
 
BoD member and HFSF representative
 
Ms. Deli was not
entitled to vote according to the
 
provisions of par.
 
3 of Art. 97 of the Company Law 4548/2018 due to conflict of
interest.
For
 
the
 
purposes
 
of
 
decisions
 
relating
 
to
 
a)
 
the
 
Stock
 
Options
 
plan
 
(2nd
 
and
 
3rd
 
series
 
implementation)
approved
 
by
 
the
 
Annual General
 
Meeting of
 
Shareholders
 
in July
 
2021,
 
b) variable
 
remuneration
 
awarded
 
in
instruments
 
and c)
 
executives'
 
Remuneration,
 
the
 
CEO Mr.
 
F.
 
Karavias
 
and the
 
Deputy CEOs
 
Messrs. Ioannou,
Vassiliou
 
and Athanasopoulos
 
were
 
not entitled
 
to vote,
 
according to
 
the
 
provisions
 
of par.
 
3 of
 
art. 97
 
of the
Law 4548/2018, due to conflict of interests.
 
Related party transactions
In
 
January
 
2022,
 
an
 
occupational
 
insurance
 
fund
 
(“Institution
 
for
 
occupational
 
retirement
 
provision-
occupational insurance
 
fund Eurobank’s
 
Group personnel” henceforth
 
“the Fund”) was established
 
as a not-for-
profit legal entity under Law 4680/2020, for
 
the benefit of the employees
 
of the Company, the
 
Bank and certain
other
 
Greek entities
 
of the
 
Group,
 
which constitute
 
the
 
sponsoring employers
 
of the
 
Fund. Accordingly,
 
in line
with IAS 24 Related Parties, the
 
Fund is considered to be related party
 
to the Group.
As at
 
31 December
 
2023,
 
the
 
Group’s
 
outstanding balances
 
of the
 
transactions
 
and the
 
relating
 
net income
 
/
expense for 2023 with (a) the
 
key management personnel
 
(KMP) and the entities controlled
 
or jointly controlled
by
 
KMP
 
are:
 
compensation
 
€9.7m,
 
receivables
 
€5.8m,
 
liabilities
 
€20.2m,
 
net
 
expense
 
€18.1m,
 
of
 
which
 
€4m
expense
 
relating
 
with
 
equity
 
settled
 
share
 
based
 
payments,
 
(b)
 
the
 
Fairfax
 
group
 
(excluding
 
Eurolife
 
FFH
Insurance
 
Group
 
Holdings S.A.,
 
which is
 
also a
 
Group’s
 
associate)
 
are: receivables
 
€132.5m, liabilities
 
€129.4m,
guarantees
 
issued
 
€2.5m,
 
net
 
income
 
€6.4m,
 
(c)
 
the
 
associates
 
and
 
joint
 
ventures
 
are:
 
receivables
 
€171.7m,
liabilities €201.9m,
 
net expense €76.2m (d) the Fund are: liabilities
 
€1m.
At
 
the
 
same
 
date,
 
the
 
Company’s
 
outstanding
 
balances
 
of
 
the
 
transactions
 
and
 
the
 
relating
 
net
 
income
 
/
expense for
 
2023 with
 
(a) KMP
 
are:
 
compensation
 
€0.2m that
 
is referring
 
mainly to
 
KMP services
 
provided
 
by
Eurobank
 
S.A.
 
in
 
accordance
 
with
 
the
 
relevant
 
agreement,
 
(b)
 
the
 
Fairfax
 
group
 
refer
 
to
 
receivables
 
and
operating
 
income of €0.3m related
 
to financial consulting services,
 
(c) the subsidiaries
 
are: receivables
 
€1,677m,
liabilities
 
€31.13m
 
and
 
net
 
income
 
€505.3m,
 
including
 
€410m
 
dividend
 
income
 
and
 
(d)
 
the
 
Group’s
 
associate
Eurolife FFH Insurance
 
Group Holdings S.A. are:
 
operating expense
 
of €0.1m.
 
All transactions
 
with related
 
parties are
 
entered
 
into the
 
normal course
 
of business
 
and are
 
conducted on
 
an
arm's length basis. Further
 
information
 
is provided
 
in the note
 
45 to the
 
consolidated financial statements
 
and
note 19 to the financial statements
 
of the Company.
External Auditors
The Eurobank
 
Holdings’ Shareholders
 
Annual General Meeting held
 
on 20 July 2023 approved the
 
appointment
of KPMG, as
 
statutory auditor
 
for the
 
financial statements
 
(separate
 
and consolidated)
 
for the
 
year ending
 
31
December 2023.
During
 
2023,
 
the
 
Audit
 
Committee
 
reviewed
 
KPMG’s
 
independence
 
and
 
effectiveness,
 
along
 
with
 
its
 
annual
audit plan. In
 
addition, the Audit Committee ensured
 
on a
 
quarterly basis that a) the
 
non-audit services assigned
to KPMG,
 
have
 
been reviewed
 
and approved
 
as required
 
and b)
 
there
 
is a
 
proper
 
balance between
 
the
 
audit
and non-audit fees
 
paid to KPMG, in accordance
 
with the
 
relevant provisions
 
of the Group’s
 
Policy on External
Auditors’ Independence (note
 
46 of the consolidated financial statements).
NON-FINANCIAL INFORMATION
Business model
The
 
Eurobank
 
Holdings Group
 
(the
 
Group)
 
offers
 
a wide
 
range
 
of financial
 
products
 
and services
 
in retail
 
and
business
 
banking
 
and
 
has
 
a
 
significant
 
international
 
presence
 
in
 
three
 
countries
 
outside
 
Greece
 
(see
 
further
information in the section
 
“International Operations”).
It is among the leading providers of banking services and
credit
 
to large
 
corporates,
 
SMEs, small
 
businesses,
 
professionals
 
and households,
 
concentrating
 
its efforts
 
on
financing the growth cycle
 
of the Greek economy and the other
 
countries of presence, including an instrumental
participation in Recovery
 
and Resilience Facility (RRF) funds. In addition,
 
the Group has a strategic
 
focus in fee-
generating
 
activities, such as asset management, private banking,
 
equity brokerage,
 
treasury sales, investment
banking, factoring, real
 
estate, trade finance
 
and bancassurance.
The Group has a diversified (through business line, geography and customer) and resilient business model,
 
which
is based
 
on three
 
revenue
 
streams i.e.
 
the
 
Greek
 
banking operations,
 
the
 
international
 
activities and
 
the
 
real
estate
 
business.
 
Its
 
strategy
 
aims
 
at
 
optimizing
 
its
 
financial
 
performance,
 
maintaining
 
a
 
strong
 
capital
 
and
liquidity base, rewarding its
 
shareholders as well as contributing
 
to the economy
 
and society in
 
a holistic manner.
 
 
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The Group
 
continues to implement the Transformation
 
Program “Eurobank
 
2030”, which is a material enabler in
achieving
 
the
 
bank’s
 
strategic
 
objectives
 
and
 
enhancing
 
its
 
competitive
 
position,
 
as
 
it
 
focuses
 
on
 
business
growth, sustained
 
operational resilience,
 
constantly improving operational
 
efficiencies and, ultimately,
 
ensuring
increased
 
customer
 
value
 
and
 
satisfaction.
 
In
 
tandem,
 
the
 
Group
 
is
 
investing
 
in
 
the
 
People
 
 
Technology
 
Sustainability
 
three-fold,
 
by
 
combining
 
cutting
 
edge
 
technology
 
and
 
the
 
expertise
 
of
 
its
 
highly
 
trained
 
staff,
using
 
best
 
practices
 
to contribute
 
to the
 
effort
 
for
 
sustainable
 
development
 
for
 
all. The
 
Group
 
implements
 
a
holistic sustainability strategy which is based on: a) the Operational Impact Strategy, which concerns the
 
Bank’s
own
 
operations
 
and
 
activities
 
and
 
includes
 
Environmental
 
Impact,
 
Social
 
and
 
Business
 
Impact
 
and Employer
Impact and b) the
 
Financed Impact Strategy,
 
which involves the
 
Bank’s investment choices
 
and actions related
to extending customer financing and
 
working with them in meeting environmental goals and addressing climate
change.
Its operating model evolves
 
around the following
 
key pillars:
 
a)
Financing
 
landmark
 
projects
 
and
 
investments
 
of
 
large
 
and
 
medium
 
size
 
businesses,
 
mainly
 
through
investments based on ESG criteria,
b)
Fully supporting SMEs, in combination with
 
the major funding potential
 
available through European
 
and/or
Greek programmes for
 
small businesses, aiming to boost their competitiveness, gain access to international
markets, create jobs
 
and thus distribute the benefits
 
of growth across
 
society,
c)
Sustaining a leading position in Retail Banking by
 
offering
 
high quality services and innovative
 
products to
distinct client segments leveraging on advanced multi-channel strategies and tailored to customer evolving
needs,
d)
Developing a people-centred
 
‘phygital’ model, a hybrid of physical and digital, that combines state-of-the-
art technological
 
infrastructure
 
with the
 
Group’s
 
human resources,
 
offering
 
simple, fast,
 
personalised, and
secure services.
In conducting
 
its business
 
activities,
 
the
 
Group
 
considers
 
the
 
particular
 
and diverse
 
needs of
 
its stakeholders
and focuses on creating
 
value for them. In
 
this context, the Group:
 
a)
designs and offers savings and investment
 
products to its depositors and investors; makes
 
appropriate use
of available funds for supporting
 
households and businesses to realise
 
their plans, financing the
 
economies
in which it operates,
b)
deploys a client-centric orientation
 
with segmental approach
 
and relationship-based management,
c)
relies
 
on
 
the
 
skills
 
and
 
expertise
 
of
 
its
 
human
 
resources
 
for
 
the
 
implementation
 
of
 
its
 
business
 
strategy
including
 
the
 
improvements
 
of
 
products
 
and
 
services
 
to
 
customers;
 
for
 
this
 
purpose,
 
it
 
enhances
 
staff
engagement
 
by
 
strengthening
 
the
 
knowledge
 
and
 
experience
 
of
 
its
 
employees
 
through
 
training
 
and
development
 
programmes
 
and providing
 
a safe
 
and productive
 
work environment,
 
where
 
diversity,
 
equity
and inclusion are strongly promoted,
 
d)
invests
 
in IT
 
infrastructures
 
and digital
 
transformation
 
to systemically
 
address
 
the
 
evolving
 
technological
developments and continuously
 
improve its business
 
and operational
 
model,
 
e)
has
 
established
 
a
 
system
 
of
 
internal
 
controls
 
that
 
is
 
based
 
on
 
international
 
good
 
practice
 
and
 
aims
 
to
minimize the
 
possibility of error
 
or financial loss,
 
to protect
 
the interest
 
of shareholders
 
and depositors, as
well as to ensure that the
 
requirements of the relevant
 
regulatory authorities are complied with at all times,
f)
uses natural resources
 
for its operation,
 
while being committed to minimizing its environmental footprint by
adopting environmentally friendly practices and promoting a green economy.
 
Green procurement practices
are applied, embedding environmental
 
specifications and guidance
 
for selection of products
 
and suppliers,
g)
develops
 
an ongoing
 
dialogue
 
with stakeholders
 
and supports
 
society and
 
local
 
communities. The
 
Group
monitors
 
and
 
reviews
 
information
 
related
 
to
 
its
 
stakeholders
 
and
 
their
 
requirements,
 
shaping
 
a
 
specific
framework
 
of cooperation
 
and approach to communication
 
in each case.
 
 
The corporate
 
governance
 
principles of transparency,
 
credibility, social
 
responsibility and accountability define
the framework
 
for the achievement
 
of the Group’s objectives, govern
 
the organization, operations
 
and activities
and reflect
 
its values,
 
safeguarding
 
the
 
interests
 
of shareholders
 
and of
 
all other
 
stakeholders.
 
The
 
corporate
values of empathy, drive, cooperation, innovation and trust support
 
a strong yet adaptive
 
business culture, which
enables
 
the
 
Group
 
to provide
 
top quality
 
services
 
to every
 
client,
 
household
 
or business,
 
to support
 
inclusive
growth and to create
 
sustainable prosperity for
 
all the communities it serves.
Materiality Assessment
 
Materiality
 
assessment
 
is
 
the
 
key
 
process
 
used
 
to
 
define
 
the
 
content
 
of
 
the
 
Annual
 
Report
 
-
 
Business
 
&
Sustainability and
 
is largely
 
informed
 
and influenced
 
by stakeholder
 
engagement.
 
For
 
the
 
first time,
 
the
 
Bank
proactively adopts a Double Materiality approach,
 
incorporating a financial materiality assessment, in addition
to the
 
impact
 
materiality
 
assessment
 
already
 
adopted
 
from
 
previous
 
years,
 
in
 
order
 
to identify
 
the
 
material
impacts, risks and opportunities to be reported.
 
The
 
double materiality
 
approach
 
will define the
 
materiality perspectives
 
of the
 
Bank by combining
 
the impact
materiality perspective
 
(inside-out) and the financial materiality
 
perspective (outside-in).
A sustainability matter is material
 
from an impact perspective
 
when it pertains to the Bank’s material
 
actual or
potential,
 
positive
 
or negative
 
impacts
 
on people
 
or the
 
environment
 
(environmental,
 
social and
 
governance
matters) over
 
the short,
 
medium and long
 
term time
 
horizons. It includes
 
impacts connected
 
to the
 
Bank’s own
operations
 
and
 
value
 
chain,
 
including
 
through
 
its
 
products
 
and
 
services,
 
as
 
well
 
as
 
through
 
its
 
business
relationships.
 
 
 
 
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A sustainability matter
 
is material
 
from a
 
financial perspective
 
if it generates
 
risks or opportunities
 
that affect
(or could reasonably
 
be expected
 
to affect)
 
the Bank’s
 
financial position,
 
financial performance,
 
cash flows,
 
or
cost of capital over
 
the short, medium or long term.
An
 
integral
 
part
 
of
 
the
 
Bank’s
 
approach
 
towards
 
Sustainable
 
Development
 
is
 
the
 
fostering
 
of
 
strong
relationships, cooperation
 
and mutual benefit with all stakeholders
 
affected, positively
 
or negatively,
 
directly or
indirectly by its activities. In this context, the Bank promotes
 
two-way communication and develops
 
an ongoing
dialogue with stakeholders.
 
The overall
 
Bank’s Materiality Assessment methodology,
 
the validated Material Topics,
 
Sustainability Indicators
per
 
the
 
GRI
 
Standards
 
and
 
information
 
regarding
 
initiatives
 
across
 
the
 
ESG
 
spectrum
 
along
 
with
 
ESG
 
data
submitted by
 
the
 
Group’s
 
subsidiaries
 
are
 
included in
 
the
 
Annual Report
 
– Business
 
& Sustainability,
 
which is
published on www.eurobankholdings.gr.
Group’s approach
 
towards sustainable development
The Group
 
supports the sustainable transition
 
of the economy and considers sustainability
 
and climate change
as
 
an
 
opportunity.
 
A
 
key
 
strategic
 
objective
 
is
 
to
 
adapt
 
its
 
business
 
and
 
operation
 
in
 
a
 
way
 
that
 
addresses
climate
 
change
 
challenges,
 
accommodate
 
social
 
needs
 
within
 
its
 
banking
 
business
 
model,
 
and
 
safeguard
prudent
 
governance
 
for
 
itself and
 
its
 
counterparties,
 
in accordance
 
with
 
supervisory
 
initiatives
 
and
 
following
international standards
 
/ best practices.
Committed to actively
 
contributing to the
 
achievement
 
of the
 
United Nations Sustainable
 
Development
 
Goals
(SDGs) and the 2030 Agenda goals, the Bank
 
is a signatory of
 
the UN Global Compact since 2008. In September
2019 Eurobank
 
signed the
 
UNEP FI
 
Principles for
 
Responsible Banking
 
(PRB), affirming
 
its commitment
 
to play
an active
 
role
 
in implementing
 
the SDGs
 
and the
 
Paris Agreement
 
on Climate
 
Change. In
 
full compliance
 
with
its obligations
 
relating to
 
implementing the
 
Principles, the
 
Bank has issued
 
its 3
rd
 
PRB Progress
 
Report as part
of the Annual Report 2022 – Business and Sustainability.
A dedicated Group
 
-wide programme
 
to address the requirements
 
of the ESG ecosystem
The
 
Group
 
launched
 
an
 
initiative,
 
namely
 
“Program
 
Field”,
 
with
 
an
 
aim
 
to
 
develop
 
and
 
implement
 
its
Sustainability
 
Strategy,
 
integrate
 
climate
 
risks,
 
fulfil
 
its
 
UNEP
 
FI
 
PRB
 
signatory
 
commitments
 
and
 
ensure
readiness to comply
 
with sustainability-related
 
regulations (i.e.
 
“EU Green Deal”, ECB
 
Guide on climate-related
and environmental
 
risks, EU
 
Taxonomy
 
Regulation,
 
etc.). Through
 
this initiative,
 
the
 
Group
 
has also
 
identified,
assessed and implements
 
climate-related
 
and environmental
 
(CR&E) risk action
 
plans within the
 
three Lines
 
of
Defence.
Group Sustainability Strategy
 
Eurobank has expressed
 
the Environmental,
 
Social, Governance
 
(ESG) aspect of its business through
 
the lens of
Impact
 
generation.
 
The
 
Sustainability
 
Strategy
 
has
 
been defined
 
in a
 
holistic
 
approach
 
across
 
two
 
pillars
 
of
impact: the operational
 
impact arising from its own activities and the financed impact resulting from the Bank’s
lending and
 
investing
 
activities to
 
specific sectors
 
and clients.
 
These
 
two
 
pillars of
 
impact aim
 
to capture
 
the
essence of the
 
Bank’s business effect
 
on the climate,
 
the protection
 
of the natural
 
environment,
 
its contribution
to addressing
 
societal challenges at
 
large, the
 
prosperity of
 
its own people,
 
its contribution to
 
raising business
capacity
 
in
 
the
 
markets
 
where
 
the
 
Bank
 
operates,
 
and
 
the
 
internal
 
processes
 
that
 
build
 
and
 
secure
 
the
confidence of its stakeholders.
 
Eurobank
 
has designed,
 
approved
 
and is currently
 
implementing the
 
Group’s
 
Sustainability Strategy
 
including
targets and commitments along the
 
two key pillars:
 
A.
Operational
 
Impact Strategy
The Bank aims to create
 
positive economic, social, and environmental
 
impacts from all aspects and areas
 
of its
operations. To
 
this end, the Operational
 
Impact strategy comprises
 
of 3 strategic pillars, namely:
i.
Environmental
 
impact with the
 
objective to minimize
 
negative
 
impact across
 
the Bank’s value
 
chain to
promote
 
environmental
 
stewardship.
 
The
 
aim
 
is
 
to
 
minimize
 
Scope
 
1
 
and
 
2
 
emissions,
 
become
 
a
paperless banking network
 
and extend circular economy practices
 
.
ii.
Employer’s
 
impact
 
with
 
the
 
objective
 
to
 
empower
 
people
 
to
 
perform
 
at
 
their
 
best
 
through
 
an
environment
 
that
 
promotes
 
ethics
 
and
 
integrity.
 
The
 
aim
 
is
 
to
 
embed
 
diversity
 
and
 
inclusion,
encompassing a wellbeing culture,
 
along with stimulating an innovative
 
environment.
iii.
Social
 
and
 
business
 
impact
 
with
 
the
 
objective
 
to
 
drive
 
positive
 
change
 
for
 
entrepreneurs
 
and
 
wider
communities
 
to
 
foster
 
sustainable
 
development
 
and
 
ensure
 
social
 
prosperity.
 
The
 
aim
 
is
 
to
 
intensify
sustainable procurement
 
practices,
 
rationalize
 
Socio-Economic
 
Impact
 
as well
 
as boost
 
transparency
and ESG capacity.
 
B.
Financed Impact Strategy
The
 
Bank endeavours
 
to foster
 
favourable
 
economic, social, and
 
environmental
 
outcomes across
 
all facets
and sectors of
 
its financing endeavours,
 
with a commitment
 
to sustainability and
 
responsible stewardship.
To achieve
 
this objective, the
 
Financed Impact strategy
 
is structured around four
 
strategic pillars namely:
 
 
 
 
 
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i.
Clients’
 
engagement
 
and
 
awareness
 
to
 
adapt
 
their
 
business
 
so
 
as
 
to
 
address
 
climate
 
change
challenges,
ii.
Actions
 
for
 
supporting
 
clients
 
in
 
their
 
transition
 
efforts
 
towards
 
a
 
more
 
ESG-friendly
 
economic
environment,
iii.
Enablers and tools such as frameworks
 
and products to underpin Sustainable
 
Financing,
iv.
The assessment
 
and management of climate-related
 
material exposures.
Making progress along the
 
two pillars of the Sustainability Strategy,
 
the Bank aims to maximize its contribution
to achieving the Paris
 
Climate Agreement’s targets
 
and the UN Sustainable Development
 
Goals. Through
 
a set
of actions with
 
measurable targets,
 
the Sustainability
 
Strategy reflects
 
the Group’s
 
vision in the
 
short, medium
and long term
 
in relation
 
to the
 
environment,
 
its social footprint,
 
with focus
 
on its people,
 
and the
 
ESG impact
on the market and its portfolio.
Progress on Operational
 
Impact against targets for
 
2023
 
The
 
Group
 
is
 
committed
 
to
 
specific
 
Operational
 
Impact
 
targets
 
including
 
both
 
quantitative
 
and
 
qualitative
elements. More
 
specifically,
 
the
 
Bank has
 
successfully managed
 
to accomplish 2023
 
impact targets.
 
Indicative
achievements are
 
as follows:
• Environmental impact
o
Operational
 
Net Zero Action
 
Plan (including carbon reduction
 
curves) in place.
 
o
Verified operational
 
carbon footprint
 
as per ISO 14064, in line with National
 
Climate Law stipulations.
 
o
Considerable
 
reduction
 
in total
 
electricity consumption
 
and equivalent
 
Scope 2
 
emissions
 
of 9,4%
 
for
both metrics, in 2023,
 
compared to 2022.
o
98.04%
 
of
 
total
 
electricity
 
consumed
 
in
 
2023
 
was
 
sourced
 
by
 
Renewable
 
Energy
 
Sources
 
(certified
guarantees of origin).
o
Car Policy
 
for Hybrid/Electric
 
vehicles approved
 
in September
 
2023 and is
 
currently applied,
 
aiming at
maximizing the percentage
 
of low emissions vehicles in the
 
corporate fleet.
o
As
 
of
 
31
 
December
 
2023,
 
nineteen
 
buildings
 
of
 
the
 
Bank
 
are
 
certified
 
as
 
"green"
 
according
 
to
LEED/BREEAM standards.
 
o
Photovoltaic
 
installations
 
(PV)
 
completed
 
under
 
the
 
Net
 
Metering
 
principle
 
in
 
N.
 
Ionia
 
&
 
Acharnes
buildings and energy production
 
scheduled to start in 2024.
o
Establishment
 
of
 
a
 
special
 
purpose
 
vehicle
 
(Eurobank
 
Renewables
 
S.A.
 
-
 
EuroRES)
 
for
 
developing
standalone Photovoltaic
 
(PV) Plants in central Greece.
o
The
 
“Just
 
Go
 
Zero”
 
new
 
recycling
 
program
 
is
 
in
 
operation
 
for
 
the
 
Nea
 
Ionia
 
complex,
 
the
 
Central
Warehouse
 
and the new Headquarter
 
buildings.
 
• Employer’s impact
o
Launch of
 
the “myProsperity”
 
initiative
 
(inspirational
 
talks by
 
external experts)
 
in July 2023,
 
as part
 
of
the Bank’s Wellbeing
 
Framework.
o
Activation of the Culture Shift program
 
in September 2023 and launch of the 12 principles program “We
think innovatively,
 
we work differently”,
 
promoting new
 
ways of collaboration
 
in the workplace.
o
Launch of training programs
 
to promote diversity
 
and inclusion.
o
Launch of an Anti-Harassment learning
 
program, addressed
 
to all employees.
 
o
Completion of wellbeing initiatives
 
to promote mental health.
o
Design and
 
execution of
 
a full
 
scope People
 
Engagement
 
Survey,
 
including a
 
wellbeing
 
and life-work-
balance section.
• Social and business impact
o
Continuous
 
initiatives
 
through
 
the
 
broad
 
programs
 
“Moving
 
Education
 
Forward”
 
and “Moving
 
Family
Forward”.
o
Resilience and recovery: Continuing contribution
 
supporting society through natural disaster restoration
efforts,
 
mobilizing employee volunteer
 
teams.
o
ESG evaluation criteria
 
for IT and non-IT procurement
 
tenders in place.
o
Launch of inclusion initiatives targeting
 
specific social groups.
o
Continuous
 
support
 
to
 
entrepreneurs
 
and
 
startups
 
through
 
the
 
enter.grow.go
 
(egg)
 
Accelerator
 
/
Incubator (11th consecutive
 
annual cycle run in 2023).
o
Extensive ESG upskilling programs
 
for all staff members
 
and dedicated sessions to specific staff groups
on emerging ESG topics.
o
ESG External
 
Capacity
 
Building: awareness
 
initiatives
 
for
 
clients, including
 
the
 
Digital Academy
 
series
of ESG webinars: 2
 
workshops took place for “Energy Transition / Green Buildings” and “ESG: New model
of Sustainable Tourism”
 
with 324 clients participating.
The
 
operational
 
impact
 
initiatives
 
are
 
detailed
 
in
 
the
 
Annual
 
Report
 
 
Business
 
&
 
Sustainability
(https://www.eurobank.gr/en/group/esg
 
-environment-society-governance/esg
 
-reporting).
 
Progress on Financed
 
Impact against targets for
 
2023
The
 
Group
 
is committed
 
to specific
 
Financed
 
Impact
 
targets
 
which include
 
both
 
qualitative
 
and quantitative
elements. More specifically,
 
the relevant
 
achieved targets for
 
2023 included the following:
Qualitative targets
 
 
 
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Roll-out of our
Sustainability Strategy leading
 
to tangible outcomes
Significant progress
 
in the integration
 
of CR&E risks in our 3 LoD Model
Incorporation of climate
 
risk elements into the
 
Remuneration
 
Policy
Deployment
 
of
 
the
 
ESG
 
Questionnaire,
 
which
 
has
 
been
 
developed
 
at
 
Interbank
 
level with
 
the
coordination of the
 
Hellenic Bank Association
Integration
 
of the
 
ESG Risk Assessment
 
process,
 
a combination
 
of the
 
internal Climate
 
Risk Scorecard
and the Interbank ESG
 
Questionnaire
Operationalisation
 
of the
 
web-based
 
Sustainable Finance
 
Assessment
 
Tool
 
for
 
the
 
classification
 
and
evaluation of sustainable financing opportunities
 
for Corporate
 
portfolio
Assessment of
 
CR&E risks through
 
Sectoral Analysis
 
and forward
 
-looking Scenario
 
Analysis, as part
 
of
the Task
 
Force
 
on Climate-Related Financial Disclosures (TCFD)
 
report
Alignment of our Risk Appetite with the
 
articulated Sustainability Strategy
Incorporation of climate
 
risk aspects into collateral
 
valuation
Publication of the
 
TCFD Climate-related
 
& Environmental Risk Report
Disclosure of
 
Eurobank’s
 
GHG financed
 
emissions for
 
loans, bonds
 
and shares
 
positions based
 
on the
Partnership for
 
Carbon Accounting Financials (PCAF) methodology
Performance
 
of training
 
sessions for
 
our employees
 
in relation
 
to Climate
 
Risk, Sustainable
 
Financing,
ESG Risk Disclosures and ESG Risk Assessment
Awareness initiatives
 
for our clients, including the
 
Digital Academy series of ESG webinars
Quantitative targets
More than 20% of new corporate
 
disbursements are classified as Green/Environmental
More than 50% of new disbursements
 
in Energy Sector were
 
directed to RES
Solid 100% of disbursements related
 
to construction of new buildings were
 
directed to green buildings.
More than 2 times increase
 
in our new green disbursements
 
towards households and small businesses.
€ 2.1bn Green/Environmental
 
Exposures as of 31.12.2023,
 
c. 14% of CIB portfolio
€0.2bn in Assets under Management in ESG Focused
 
mutual funds
€0.6bn exposure in Green/Sustainable
 
Bonds in our Banking Book
Eurobank has set the
 
following targets
 
based on its Financed Impact Strategy
 
for the
 
following years:
Portfolio
 
targets
New disbursements
€2bn in new green disbursements to businesses
 
by 2025
20% of the annual new Corporate & Investment
 
Banking (CIB) portfolio
 
disbursements to be classified
as Green/ Environmentally
 
sustainable.
Green stock / Exposure evolution
20% stock of green exposures by 2027
 
for the CIB
 
portfolio (up from
 
11% in 2022)
 
Recovery and Resilience
 
Facility (RRF)
Mobilize €2.25bn total green RRF funds in the
 
Greek economy by 2026.
Sectoral targets
Renewable energy
35% of
 
new
 
disbursements
 
in the
 
energy
 
sector will
 
be directed
 
to Renewable
 
Energy
 
Sources
 
(RES)
financing.
Green buildings
80% of disbursements related to the construction of new buildings will
 
be allocated to green buildings.
Next milestones
Portfolio
 
alignment and net zero
Commit to the Net Zero
 
Banking Alliance at a Group
 
level within 2024.
Align loan portfolio
 
and investments with a
 
net zero carbon footprint
 
by 2050 by developing
 
a robust
action
 
plan
 
and
 
roadmap
 
including
 
intermediate
 
targets
 
to
 
net
 
zero
 
and
 
commitment.
 
Actively
support clients’
 
climate transition
 
journey with
 
an ambition
 
to further
 
increase sustainable
 
financing
going forward.
Implement
 
the
 
ESG
 
Risk
 
Assessment
 
supported
 
by
 
the
 
roll
 
out
 
of
 
the
 
Hellenic
 
Bank
 
Association
initiative
 
(Interbank
 
ESG
 
Questionnaire),
 
ensuring
 
a
 
harmonized
 
assessment
 
approach
 
for
 
Bank’s
clients.
Further integrate
 
climate risk regulatory requirements
 
into its business strategy and risk management
framework,
 
leveraging
 
on key
 
initiatives:
 
a) Governance,
 
policies, and
 
control
 
framework,
 
b) Climate
risk modelling and data management and c) Commercial
 
strategies/ sector policies.
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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The
 
Operational
 
and
 
Financed
 
pillars
 
of
 
the
 
Sustainability Strategy
 
are
 
combined
 
for
 
addressing
 
Eurobank’s
path
 
towards Net
 
Zero by
 
2050. In
 
line with
 
Eurobank’s
 
commitment to
 
the UNEP
 
FI Principles for
 
Responsible
Banking, development
 
of the
 
Sustainability Strategy
 
is aligned
 
with the
 
requirements
 
for
 
identifying the
 
most
significant positive and negative
 
impacts on the societies and environment
 
where it operates.
ESG Governance
Sustainability
 
at
 
Eurobank
 
is
 
deployed
 
across
 
an
 
ESG
 
governance
 
structure
 
that
 
addresses
 
both
 
regulatory
requirements
 
and voluntary
 
commitments.
 
BoD oversight
 
with respect
 
to Sustainability
 
Strategy
 
is addressed
through the inclusion of ESG items in the Board Meetings agenda, as per international best practice.
 
The Three
Lines of Defence model enhances risk management and control by clarifying roles and responsibilities within the
organization Eurobank’s
 
updated governance
 
structure also ensures that the
 
management of relevant climate-
related
 
and environmental
 
risks is
 
integrated
 
into the
 
Bank’s three
 
lines of
 
defence,
 
as well
 
as aims
 
to further
enhance the effective
 
oversight of ESG and CR&E matters
 
at management / Board level.
 
In this context and taking into account the significant impact of climate-related and environmental (CR&E) risks
both
 
on financial
 
institutions
 
and on
 
the
 
global economy,
 
the
 
Group
 
developed
 
and approved
 
its CR&E
 
Risks
Management Policy which
 
aims at fostering a holistic
 
understanding of the effects
 
of CR&E risks on its business
model,
 
as
 
well
 
as
 
support
 
decision-making
 
and
 
provide
 
a
 
robust
 
governance
 
under
 
its
 
Risk
 
Management
Framework.
In
 
addition,
 
the
 
Bank
 
has
 
assigned
 
an
 
executive
 
member
 
as
 
the
 
BoD
 
member
 
responsible
 
for
 
climate
 
and
environmental
 
risks. As
 
part
 
of his
 
duties, the
 
member
 
responsible updates
 
the
 
Board
 
Risk Committees
 
(BRC),
which in accordance with their Terms of Reference are responsible to oversee, among others, the climate change
and environmental related
 
risks at least on a semi-annual basis.
 
Eurobank has also established the
 
Environmental, Social & Governance
 
Management Committee (ESG ManCo),
chaired by
 
the BoD member
 
responsible for
 
climate-related and
 
environmental
 
risks. The
 
ESG ManCo provides
strategic direction
 
on Environmental,
 
Social & Governance
 
(ESG) initiatives, reviews
 
the Sustainability Strategy
prior
 
to approval,
 
intergrate
 
s
 
the
 
elements
 
of the
 
Sustainability Strategy
 
into the
 
Eurobank’s
 
business
 
model
and
 
operations,
 
approves
 
eligible
 
assets
 
of
 
Green
 
Bond
 
Frameworks,
 
regularly
 
measures
 
and
 
analyses
 
the
progress
 
of
 
the
 
ESG
 
goals
 
and
 
performance
 
targets,
 
as
 
well
 
as
 
ensures
 
the
 
proper
 
implementation
 
of
 
ESG
related policies and procedures
 
in accordance with supervisory
 
requirements and voluntary
 
commitments.
Further
 
information
 
on the
 
ESG governance
 
structure for
 
the oversight
 
and management
 
of sustainability and
climate
 
related
 
&
 
environmental
 
matters
 
is
 
provided
 
in
 
the
 
TCFD
 
 
Climate-related
 
and
 
Environmental
 
Risk
Report.
ESG &CR&E Data
The Group recognizes
 
the importance of relevant and reliable data in order
 
to produce meaningful information,
appropriate for
 
decision-making purposes. Having already
 
performed
 
an assessment of CR&E data availability
in
 
its
 
internal
 
systems
 
against
 
regulatory
 
requirements/
 
expectations,
 
the
 
Group
 
continues
 
to
 
enhance
 
its
environmental risk data aggregation capabilities and IT infrastructure accordingly,
 
while also using appropriate
controls and safeguards to ensure the accuracy and completeness of
 
the compiled information. The Group seeks
to
 
further
 
improve
 
environmental
 
risk
 
data
 
granularity,
 
through
 
the
 
allocation
 
of
 
detailed
 
roles
 
and
responsibilities
 
for
 
the
 
purposes
 
of
 
CR&E
 
data
 
management
 
and
 
the
 
implementation
 
of
 
approaches
 
for
 
the
remediation
 
of
 
identified
 
data
 
gaps
 
(i.e.,
 
engagement
 
with
 
external
 
data
 
providers,
 
development
 
of
methodological
 
approaches for
 
the estimation of required
 
information).
The
 
ESG Unit
 
is responsible
 
for
 
the
 
design
 
and monitoring
 
of the
 
implementation
 
of the
 
Operational
 
Impact
Strategy (OIS), the monitoring of the Operational ESG performance
 
and coordination of ESG linked operational
activities that
 
enhance the
 
Bank’s Impact.
 
In this
 
context, the
 
Unit is
 
responsible for
 
the collection,
 
calculation
and review of data related
 
to the operational
 
impact in line with the associated certified
 
management systems
(ISO 14001/EMAS, ISO
 
50001, ISO 14064).
The Head of ESG
 
acts as secretary to
 
the ESG Management Committee.
The
 
Group Climate
 
Risk Division
 
is responsible
 
for
 
establishing internal
 
reporting and
 
disclosure
 
processes
 
for
the
 
financed
 
impact
 
as well
 
as
 
the
 
oversight
 
of the
 
associated
 
data
 
collection,
 
in
 
line
 
with
 
the
 
Group’s
 
data
governance framework.
Internal ESG awareness and capacity
 
building
The Group
 
is placing great
 
emphasis on building
 
capacity among its
 
employees, so
 
they be
 
able to support its
clients
 
on
 
their
 
sustainability
 
journey
 
and
 
their
 
green
 
transition.
 
To
 
this
 
end,
 
in
 
addition
 
to
 
launching
 
ESG
initiatives for
 
its clients, the
 
Bank implements
 
an ESG upskilling
 
plan for
 
its employees.
 
Apart from
 
the general
upskilling programmes,
 
within 2022-2023 the
 
Bank conducted dedicated
 
sessions tailored to
 
the requirements
of
 
specific
 
business
 
units
 
and
 
functions,
 
to
 
enhance
 
their
 
understanding,
 
crucial
 
for
 
delivering
 
the
 
Bank’s
Strategy.
 
Eurobank’s internal
 
awareness sessions regarding
 
ESG and CR&E matters cover
 
both members
 
of the
management
 
body
 
and
 
other
 
stakeholders
 
across
 
the
 
Bank
 
(e.g.
 
Business
 
Units).
 
Additionally,
 
the
 
Bank
 
has
offered
 
trainings
 
to stakeholders
 
from
 
all Three
 
Lines of
 
Defense
 
(i.e., Business
 
Units, Risk
 
Management
 
Units,
Internal
 
Audit
 
function)
 
regarding
 
the
 
SFF
 
in
 
order
 
to
 
enhance
 
their
 
understanding
 
of
 
sustainable
 
financing
criteria.
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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ESG ratings
The
 
Bank
 
actively
 
participates
 
in
 
internationally
 
recognised
 
ESG
 
ratings
 
to
 
highlight
 
the
 
continuous
improvement
 
in its
 
environmental,
 
social and
 
governance
 
performance,
 
upgrade
 
the
 
relevant
 
disclosures
 
and
further
 
enhance
 
investor
 
confidence
 
in
 
its
 
practices.
 
In
 
2023,
 
the
 
Bank
 
posted
 
significant
 
improvements
compared to 2022 in important ESG ratings
 
such as Sustainalytics (from 12.1
 
to 10.6, maintaining the
 
“Low Risk”
mark), MSCI (from BBB to A), S&P (from 50 to
 
52), CDP (improved by 2 notches from D to B) and FTSE (from 2.8/5
to 3.4/5) and ISS ESG (from E:2/ S:2/ G:5 to E:1/ S:2/ G:3).
 
Specially with respect to
 
Sustainalytics, the Bank achieved the international ESG Regional
 
Top Rated distinction,
the
 
ESG Industry
 
Top
 
Rated distinction
 
for
 
the
 
2
nd
 
consecutive
 
year and
 
has been
 
included in
 
the
 
Morningstar
Sustainalytics'
 
2024
 
Top-Rated
 
ESG
 
Companies
 
List.
 
These
 
distinctions
 
are
 
a
 
strong
 
demonstration
 
of
Eurobank's
 
commitment
 
to
 
ESG
 
practices
 
and
 
rank
 
it
 
among
 
the
 
best
 
performing
 
banks
 
globally.
 
Eurobank
ranked
 
45
th
 
among 1,030 participating
 
banks. This
 
remarkable recognition
 
was based on
 
an assessment
 
of the
Bank's performance
 
and management practices
 
across a wide range
 
of ESG impacts including Human Capital,
Data Protection
 
and Security,
 
Business Ethics, Corporate
 
Governance,
 
Product Governance,
 
and Integration
 
of
ESG criteria into financial activities.
In the
 
context of networking
 
with market
 
for sustainable
 
development
 
issues, the
 
Bank participates
 
in the
 
ESG
Coordinating
 
Committee
 
of
 
the
 
Hellenic
 
Bank
 
Association,
 
the
 
Corporate
 
Responsibility
 
Committee
 
of
 
the
American-Hellenic Chamber
 
of Commerce and
 
the Greek Network
 
of the UN Global Compact.
Protection of environment
As climate
 
change is becoming
 
a dominant threat
 
for the
 
planet and its
 
people, the
 
Group takes
 
on an active
role,
 
with
 
actions
 
that
 
benefit
 
the
 
environment
 
for
 
the
 
benefit
 
of future
 
generations.
 
The
 
Bank systematically
manages its operational
 
environmental impact. To
 
this end, Eurobank
 
has adopted an Environmental Policy,
 
an
Energy Management
 
Policy and
 
a Water
 
Management Policy,
 
aiming to protect
 
the environment
 
in all aspects
of its operations.
 
In
 
line
 
with
 
these
 
policies,
 
the
 
Bank applies
 
certified
 
management
 
systems,
 
in accordance
 
with
 
International
Standards,
 
including
 
an
 
Environmental
 
Management
 
System
 
(ISO
 
14001,
 
EMAS)
 
and
 
an
 
Energy
 
Management
System
 
(ISO
 
50001),
 
publishes
 
an
 
annual
 
Environmental
 
Report
 
in
 
accordance
 
with
 
the
 
European
 
EMAS
Regulation (Eco-Management and Audit Scheme),
 
and since 2022 certifies its carbon footprint according to the
international ISO 14064 Standard.
 
The implementation
 
of these management systems
 
is supported by relevant
e-learning training programs.
 
Furthermore, the
 
Bank, has established sustainability practices
 
in procurement, in
order to select, where
 
possible, environmentally and socially responsible
 
goods and suppliers.
Moreover,
 
the
 
international
 
subsidiaries
 
of
 
the
 
Group
 
are
 
actively
 
following
 
Eurobank's
 
footsteps
 
towards
environmental
 
protection.
 
As a result,
 
Eurobank
 
Cyprus was certified
 
according to ISO
 
14001 in 2023 and
 
listed
in
 
the
 
European
 
Eco-Management
 
and
 
Audit
 
Scheme
 
(EMAS)
 
Register
 
for
 
Environmental
 
Management,
underscoring its commitment to environmental
 
protection and
 
sustainable practices.
The environmental
 
performance,
 
with respect to the improvement
 
of the operational
 
environmental footprint,
 
is
monitored
 
through
 
specific
 
environmental
 
indicators
 
in
 
order
 
to
 
identify
 
any
 
deviations
 
and
 
take
 
corrective
actions and
 
is included in
 
the Annual
 
Report – Business
 
& Sustainability and
 
the Environmental
 
Report (as per
EMAS Regulation).
 
Both reports
 
are assured
 
by independent
 
parties and
 
are available
 
on the
 
Group’s
 
and the
Bank’s websites (www.eurobankholdings.gr
 
and www.eurobank.gr
 
respectively).
 
Environmental
 
performance
 
data
 
are
 
monitored
 
at
 
Group
 
level
 
(specifically
 
for
 
energy,
 
water
 
and
 
waste).
However,
 
the
 
related
 
Management
 
Systems
 
(ISO
 
14001/EMAS,
 
ISO
 
50001
 
and
 
ISO
 
14064)
 
and
 
corresponding
certification
 
scopes apply only at Bank level and therefore
 
environmental performance
 
is assured and reported
only at Bank level.
 
In the
 
context of minimising its
 
environmental impact,
 
the Bank
 
has implemented
 
an integrated
 
action plan to
reduce paper consumption
 
and fully digitize its operations.
 
As a result of these efforts
 
in 2023, the paper
 
supply
amounted
 
to
 
188
 
tons.
 
In
 
addition,
 
the
 
increase
 
in
 
the
 
use
 
of
 
the
 
e-statement
 
service
 
continued
 
for
 
another
consecutive
 
year,
 
as
 
more
 
than
 
190,000
 
additional
 
e-Banking
 
users
 
chose
 
e-statements,
 
resulting
 
in
 
the
additional
 
savings
 
of
 
420,000
 
physical
 
statements.
 
The
 
Bank’s
 
financial
 
savings
 
from
 
the
 
discontinuation
 
of
physical statements are
 
also substantial, amounting to €38m since the
 
service became
 
available.
 
According
 
to its
 
Water
 
Management Policy,
 
the
 
Bank aims
 
to responsibly
 
manage the
 
use of
 
water
 
resources
and efforts
 
for
 
savings. In
 
2023,
 
the
 
water
 
consumption
 
amounted to
 
54,894m
3
, which
 
represents
 
a marginal
increase of 0.80% compared
 
to 2022.
 
In
 
the
 
view
 
of
 
circular
 
economy
 
and
 
the
 
Bank’s
 
commitment
 
to
 
implementing
 
comprehensive
 
waste
management practices,
 
aiming to recycle
 
or redirect all solid
 
waste it generates,
 
the Bank has achieved
 
a 3.9%
decrease
 
in the
 
total
 
waste
 
directed
 
to landfill
 
and
 
has
 
concurrently
decreased
 
total
 
solid
 
waste
 
(recycled
 
&
domestic) by 9.3%
 
compared to 2022.
The Group
 
is actively involved
 
in a series of International and European
 
initiatives for
 
environmental protection
and Sustainable Development, such as
 
the EU Eco-Management and
 
Audit Scheme (EMAS) and
 
the Mastercard’s
Priceless Planet Coalition global
 
initiative.
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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Energy and Emissions Management
The
 
importance
 
of
 
Climate
 
Change
 
makes
 
energy
 
consumption
 
monitoring
 
one
 
of
 
the
 
most
 
important
environmental
 
priorities
 
of
 
the
 
Bank.
 
The
 
Bank
 
implements
 
a
 
certified
 
Energy
 
Management
 
System
 
(EMS)
 
in
accordance with the
 
ISO 50001 standard, with the purpose of responsible
 
energy management in all the
 
Bank’s
facilities (it concerns all the Bank’s Administration
 
Buildings / Branches and covers 100% of its operations), which
aims to
 
minimize energy
 
cost, the
 
environmental
 
impact
 
of harmful
 
greenhouse
 
gas emissions,
 
as well
 
as the
depletion of fossil fuels.
 
In accordance
 
with the
 
applicable
 
legislative
 
requirements
 
(Greek
 
Climate Law
 
4936/2022) and
 
international
best practices, the
 
Bank was certified according
 
to the International
 
Standard ISO 14064 for
 
the quantification
and
 
reporting
 
of
 
greenhouse
 
gas
 
emissions
 
(Category
 
1-7),
 
with
 
the
 
aim
 
of
 
the
 
reduction
 
of
 
greenhouse
 
gas
emissions and its environmental
 
footprint.
 
The
 
Bank
 
also
 
maintains
 
the
 
corresponding
 
matching
 
in
 
line
 
with
 
the
 
methodology
 
of
 
the
 
“GHG
 
Protocol
Corporate Accounting and Reporting
 
Standard” (Scope 1, 2 & 3).
 
Through
 
the
 
certified
 
management
 
systems,
 
Eurobank
 
monitors
 
its
 
performance
 
and
 
minimises
 
its
 
carbon
footprint by:
• Setting specific targets.
• Undertaking mitigation initiatives.
• Designing and developing projects
 
to protect the
 
environment and improve
 
the use of natural
 
resources.
In order to achieve
 
these broader
 
objectives, as well as
 
the specific quantitative
 
ones, environmental programs
are designed and implemented within
 
the Environmental Management System, while for energy and greenhouse
gas emissions, actions
 
are carried
 
out within the
 
Energy Management
 
System.
 
To this
 
end, the Bank addresses
its:
• Identified negative impacts through
 
in-house operations which contribute to the release
 
of Greenhouse Gas
emissions as a direct factor
 
contributing to climate change.
• Positive impacts through
 
energy reduction
 
and efficiency in operations.
 
Direct
 
Green
 
House Gases
 
(GHG) Emissions
 
(Scope 1)
 
result
 
from
 
the
 
Bank’s consumption
 
of natural
 
gas
 
and
heating oil to heat
 
buildings and the
 
use of fuel for
 
the Bank’s own
 
vehicles for
 
transportation within
 
the Attica
region. It also includes the data on fluorinated gases (F-gases) released by the air conditioning installations and
automatic fire
 
extinguishing systems
 
of the
 
Bank (fugitive
 
emissions), as
 
well as
 
the greenhouse
 
gas emissions
from the use
 
of leased company cars by the
 
Bank’s employees.
Eurobank
 
is undertaking
 
the
 
complete replacement
 
of its
 
vehicle
 
fleet,
 
offering
 
users
 
purely
 
electric
 
or hybrid
vehicles. By the end
 
of 2025, 75% of the
 
fleet will be replaced, and within
 
a 4-year period,
 
all corporate vehicles
will be electric or hybrid electric.
 
Regarding
 
electric energy
 
use (indirect
 
emissions -
 
Scope
 
2), the
 
Bank calculates
 
its emissions
 
using both
 
the
location-based
 
and market-based
 
methods, using
 
national annual CO
2
 
emission conversion
 
factors. The
 
Bank,
demonstrating
 
a
 
long-term
 
commitment
 
to
 
environmental
 
and
 
energy
 
management,
 
displayed
 
remarkable
reflexes, during the current
 
energy crisis.
 
To achieve its target of a 10%
 
reduction in electricity consumption, cumulative for the years 2022-2023, Eurobank
has taken various actions,
 
including:
• Replacement of air conditioning/ventilation systems and lighting in 120 locations in 2022 and in 55 branches
and 2 office buildings in 2023.
• Replacement of over 3,500 lights with new LED technology, conversion of air conditioning systems to
 
inverter,
and a series of energy-saving interventions, especially in the Data Center of the building complex in Nea Ionia.
• Self-production
 
of energy
 
through the
 
construction of photovoltaic
 
panels on the
 
roof of the
 
same complex
and the Bank's building in Menidi, while efforts
 
for licensing autonomous RES installations
 
are underway.
• Central temperature
 
control programming.
• Transition
 
of IT applications from
 
physical servers
 
to cloud environments.
• Deactivation of illuminated signs at
 
branches during nighttime
 
hours.
In this
 
context, in 2023
 
the total
 
electricity consumption
 
was at
 
34,721 ΜWh
 
decreased
 
by 9.38%
 
compared to
2022,
 
exceeding
 
the
 
target
 
of
 
3%
 
decrease
 
set
 
for
 
2023.
 
The
 
attainment
 
of
 
16%
 
reduction
 
for
 
electricity
consumption
 
cumulatively
 
for
 
the
 
years
 
2002
 
and
 
2023,
 
exceeds
 
Eurobank’s
 
declared
 
commitment
 
for
 
10%
reduction for
 
the same period.
 
Additionally,
 
natural gas consumption was at
 
2,269 MWh, decreased by 28.25%,
while
 
the
 
declared
 
target
 
for
 
Electric
 
Energy
 
consumption
 
for
 
2024
 
is
 
a
 
decrease
 
by
 
5%.
 
The
 
total
 
energy
consumption (all energy sources)
 
was decreased by 10.88% compared
 
to 2022.
 
Furthermore,
 
98.04%
 
of total
 
electricity
 
consumed
 
was sourced
 
by
 
Renewable
 
Energy
 
Sources
 
(RES),
 
certified
through “Guarantees of Origin”, while the same process
 
will continue for 2024. Compared to 2022, this indicator
was improved
 
by 0.15%.
 
Τhe total
 
energy consumption
 
per employee
 
was 6,159
 
(KWh/employee), decreased
 
by
8.14% while total
 
energy consumption
 
by surface
 
area was 141 (KWh/m
2
), also decreased by 9.
 
4%.
 
 
 
 
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The
 
direct greenhouse
 
gas emissions (scope
 
1) in carbon
 
equivalents was
 
at 2,262 tCO
2
e, decreased
 
by 4.43%,
while the
 
indirect
 
(scope
 
2) was
 
at
 
18,545 tCO
2
e also
 
decreased
 
by
 
9.38%.
 
The
 
declared
 
target
 
for
 
emissions
reduction for
 
2024 is -2% for Scope 1 and -5% for
 
Scope 2.
Regarding Operational
 
Scope 3 emissions,
 
the Bank
 
monitors multiple emission
 
categories related
 
to business
travel,
 
employees’
 
commuting,
 
waste
 
generated,
 
transportation
 
and
 
distribution
 
of
 
goods,
 
as
 
well
 
as
 
cloud
computing usage. Operational
 
scope 3 emissions are
 
calculated at 3,912
 
tCO
2
e representing a
 
25,3% decrease
compared to 2022.
As of 31
 
December
 
of 2023,
 
nineteen buildings
 
of the
 
Bank are
 
certified
 
as "green"
 
according to
 
LEED/BREEAM
standards. Certified properties
 
have been included in the
 
SBC Yearbook
 
for Green Buildings.
Recently,
 
Eurobank's
 
headquarters
 
moved
 
to a
 
new,
 
privately owned
 
building in
 
the
 
historic center
 
of Athens.
Eurobank
 
underwent
 
a
 
radical
 
reconstruction
 
and
 
energy
 
upgrade,
 
transforming
 
it
 
into
 
a
 
modern
 
"green"
building
 
with
 
high
 
aesthetics
 
and
 
standards,
 
incorporating
 
bioclimatic
 
features
 
in
 
line
 
with
 
international
standards.
 
This
 
choice
 
underscores
 
Eurobank's
 
commitment
 
to a
 
modern
 
approach
 
to resource
 
management
with
 
a
 
focus
 
on
 
Sustainability.
 
The
 
relocation
 
to
 
the
 
new
 
Headquarters
 
building
 
has
 
a
 
direct
 
and
 
significant
effect
 
on the
 
environmental
 
impact, including
 
a 37%
 
reduction
 
in energy
 
consumption per
 
employee
 
or a
 
47%
reduction in energy
 
consumption per square meter.
The environmental performance
 
data may be modified as per the outcome of the assurance engagement of the
Environmental Report disclosures. The
 
final data will be available in the Annual Business & Sustainability Report
2023.
 
Further
 
to
 
issuance
 
of
 
new
 
emissions
 
conversion
 
coefficients
 
from
 
the
 
Ministry
 
of
 
Environment,
 
the
environmental 2022 data regarding GHG emissions are restated.
 
Changes in conversion coefficients may affect
the emissions targets.
Employee and Social Matters
Employee Engagement
Group’s
 
employees
 
constitute
 
its
 
greatest
 
asset
 
as
 
far
 
as
 
development
 
and
 
sustainability
 
are
 
concerned.
Starting
 
from
 
its
 
recruitment
 
process,
 
the
 
Group
 
aims
 
to
 
establish
 
a
 
long-term
 
and
 
mutually
 
beneficial
relationship
 
with
 
every
 
employee.
 
As
 
of
 
31
 
December
 
2023,
 
the
 
Group
 
employed
 
10,728
 
(Dec.2022:
 
11,328)
employees of which 4,405 (Dec.2022: 5,060) abroad.
 
To
 
ensure
 
equal
 
and
 
fair
 
opportunities
 
to
 
all
 
employees,
 
the
 
Group
 
follows
 
several
 
guidelines
 
surrounding
Compensation &
 
Benefits, Recruitment,
 
People & Talent
 
Development,
 
Performance
 
Management, Kniship
 
and
Health & Safety,
 
Learning, Engagement & Communication.
 
In 2022, the Bank launched
 
three new policies
 
on C-
Level
 
Succession
 
Planning, Diversity,
 
Equity &
 
Inclusion and
 
Workplace
 
anti-Violence
 
& anti-Harassment
 
,
 
while
its objective is to recruit and retain
 
its employees regardless
 
of race, religion,
 
age, gender,
 
sexual orientation or
disability.
 
The
 
Group strives
 
to ensure
 
that its
 
workforce
 
reflects the
 
communities in which
 
it operates
 
and the
international profile of the organization. The Group recognizes that diversity is a key component
 
of a responsible
business
 
strategy
 
in
 
support
 
of
 
its
 
international
 
operations.
 
Related
 
matters
 
mentioned
 
above
 
are
 
also
addressed in the 2020 Code
 
of Conduct & Ethics for the
 
Group.
 
The Group
 
is constantly revising its compensation and benefits
 
policies, taking into account market trends, and
aiming to
 
create
 
a competitive
 
offering
 
that
 
will attract,
 
engage and
 
retain its
 
employees,
 
while at
 
the
 
same
time complies to all regulatory and legal requirements. As a result, the basic principles of the compensation and
benefits framework
 
which ensure
 
alignment between
 
individual objectives
 
and the
 
Group’s
 
business strategy,
as well as the long-term
 
value creation for
 
the shareholders,
 
are the following:
a)
Ensure gender-neutral
 
compensation policies.
b)
Safeguard that total reward is sufficient for retaining and attracting executives
 
with high skill and expertise.
c)
Ensure internal equity between
 
Business Units.
d)
Avoid taking excessive
 
risks, including direct and indirect sustainability risk.
e)
Link compensation with long-term
 
performance.
Furthermore,
 
the
 
Bank has
 
set up
 
the
 
Eurobank
 
Group's
 
Occupational
 
Pension
 
Fund, seeking
 
to provide
 
long-
term
 
support
 
to
 
all
 
its
 
employees,
 
while
 
committing
 
to
 
strong
 
ESG
 
standards.
 
The
 
establishment
 
of
 
the
Occupational
 
Pension
 
Fund
 
(OPF),
 
acting
 
as
 
an
 
additional
 
pillar
 
of
 
a
 
modern
 
Retirement
 
Scheme,
 
allows
 
all
Group
 
employees
 
to participate
 
on a
 
voluntary
 
basis. Following
 
a written
 
agreement
 
between
 
the employees
and the employer,
 
the OPF is set up as
 
a Private Legal Entity
 
to work in tandem and complement the mandatory
Public Pension System.
Internal Job Market (IJM)/ Internal
 
Mobility
The
 
Bank
 
focuses
 
on
 
deploying
 
its
 
existing
 
workforce
 
to
 
meet
 
internal
 
staffing
 
needs,
 
according
 
to
 
their
qualifications.
 
In
 
this
 
context,
 
the
 
Bank
 
actively
 
promotes
 
equal
 
opportunities
 
for
 
all
 
employees
 
to
 
fully
participate
 
in
 
IJM,
 
regardless
 
of
 
role,
 
level
 
and
 
general
 
division.
 
In
 
2023,
 
76
 
Job
 
openings
 
were
 
published
 
in
Internal Job Market, 300 internal
 
candidates applied and 48% of job vacancies
 
in Greece were
 
filled internally.
Learning
Building
 
and
 
strengthening
 
professional
 
expertise
 
with
 
updated
 
skills
 
and
 
capabilities,
 
as
 
well
 
as
 
providing
modern learning
 
curriculums
 
and methodologies
 
constitute a
 
major priority
 
for the
 
transformation
 
strategy
 
of
 
 
 
 
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Group.
 
The
 
Group’s
 
leading Learning
 
Management
 
System offers
 
enhanced
 
self-service
 
capabilities
 
to all
employees that
 
boost learner engagement,
 
while redefining and upgrading the
 
knowledge and skills needed in
the workplace
 
(reskilling & upskilling).
 
The size of investment
 
in learning for 2023 is reflected
 
briefly in the following
 
indicators:
a)
The total
 
number of learning participations reached
 
84,659 in Greece,
b)
The total
 
number of training hours exceeded
 
206,500 hours for employees
 
working in Greece,
c)
Over
 
83%
 
of
 
the
 
learning
 
activity
 
regarding
 
employees
 
working
 
in
 
Greece
 
takes
 
place
 
online
 
or
 
through
virtual classrooms.
Upskilling,
 
capitalizing
 
on technology
 
and
 
learning certifications
 
constitute
 
the
 
axes of
 
the
 
strategic
 
learning
framework
 
of the Group.
 
More specifically:
a)
LinkedIn Learning Solutions: The
 
strategic partnership with
 
LinkedIn Learning allows all Group employees
 
in
Greece
 
to access
 
the platform’s
 
online learning
 
courses and
 
highlights the
 
Group’s
 
actual commitment
 
to
addressing current
 
needs of
 
the
 
current
 
era
 
and helping
 
its people
 
further
 
develop
 
their
 
skills. In
 
addition,
The
 
Group has
 
extended its
 
partnerships
 
with other
 
internationally
 
recognized
 
learning platforms
 
such as
Interskill, Microsoft LxP and Udemy,
 
offering
 
thousands of courses on cutting-edge technologies.
b)
Leadership
 
skills: The
 
Group’s
 
Top
 
Management
 
and the
 
Heads of
 
the
 
Group’s
 
subsidiaries get
 
the
 
latest
information
 
from the
 
world of business
 
while they
 
get the
 
opportunity to connect
 
and communicate
 
online
about
 
the
 
latest
 
trends
 
in
 
strategic
 
leadership
 
transformation.
 
During
 
2023,
 
emphasis
 
was
 
placed
 
on
handling
 
strategic
 
complex
 
challenges
 
within
 
a
 
VUCA
 
environment
 
and
 
the
 
rise
 
of
 
technological
 
issues,
around
 
Cloud
 
governance
 
and
 
Security.
 
In
 
addition,
 
a
 
specialized
 
management
 
development
 
program,
addressed to
 
Retail Branch
 
Network’s Area
 
managers, aims at
 
the successful
 
transition to
 
a new
 
model of
people-based leadership, aligned with
 
Group's principles.
 
c)
Code of Conduct
 
& Ethics (CoCE):
 
a digital learning
 
program for all Group’s employees in Greece and Cyprus,
aiming to
 
establish a
 
baseline
 
knowledge
 
of Eurobank’s
 
code of
 
conduct &
 
ethical
 
standards,
 
in order
 
to
reinforce
 
professional ethical
 
culture (associated with ESG indicators).
 
d)
Anti-money laundering (AML) Workshops: in
 
collaboration with ICA (Internal Compliance Association), highly
practical
 
and interactive
 
virtual workshops, addressing
 
approximately 1,000
 
managers in Retail,
 
Corporate
and Private
 
Banking Networks,
 
as well
 
as all
 
AML related
 
central
 
units. Moreover,
 
Anti-money
 
laundering
(AML) video-based workshops, addressing approximately 4,000
 
employees in the above mentioned business
and central units.
e)
Preventing
 
and
 
managing
 
Violence
 
&
 
Harassment
 
in
 
the
 
workplace:
 
a
 
digital
 
learning
 
initiative
 
for
 
all
 
Group’s
 
employees
 
in Greece,
 
aiming to
 
acknowledge behaviors
 
and effects
 
of Violence
 
& Harassment
 
at
work, and
 
develop
 
the
 
appropriate
 
actions for
 
the
 
safety
 
of the
 
working environment.
 
Moreover,
 
a virtual
workshop for 1,.250 Managers launched in
 
October 2023, providing practical knowledge and skills to
 
prevent
and manage the behaviors and
 
incidents of Violence
 
& Harassment in their
 
team.
 
f)
“This
 
is how
 
we Hybrid”:
 
a blended
 
learning experience,
 
consisting of
 
3-modules, that
 
supports employees
participating in the
 
hybrid working model to develop
 
essential skills (growth
 
mindset, energy
 
management
and teaming in hybrid)
 
g)
Cybersecurity
 
awareness:
 
all
 
newcomers
 
in
 
Greece
 
have
 
the
 
assignment
 
to
 
complete
 
a
 
digital
 
learning
program
 
that
 
provides
 
awareness
 
on cyber
 
security issues,
 
so that
 
they
 
can recognize
 
potential
 
risks and
apply the
 
right practices.
 
In addition,
 
the
 
same
 
assignment
 
applies
 
for
 
all the
 
Group’s
 
Top
 
Management
and the
 
Heads
 
of the
 
Group’s
 
subsidiaries
 
in Greece,
 
while an
 
in-class Cyber
 
-War
 
game
 
live
 
workshop
 
is
delivered for
 
ExBo members, General
 
Managers and CEO’s - Subsidiaries in Greece.
h)
“PROSPER”: a
 
customized talent development
 
program
 
aiming to equip
 
the talent
 
pools with
 
future-proof
leadership skills and state of the art knowledge and experiences
 
in numerous fields such as ESG, Innovation
and Strategy.
 
Within 2023 Prosper
 
-Class 2022 was completed.
 
i)
ESG Thinking:
 
a 3-module digital
 
learning program
 
with the
 
aim to increase
 
awareness on
 
all ESG related
matters, as well as familiarize
 
all employees on the
 
Group’s strategic
 
priorities around the
 
ESG agenda.
j)
Role-specific
 
certification
 
of
 
knowledge
 
and
 
skills:
 
The
 
Group
 
supports
 
its
 
employees
 
acquire
 
all
 
the
professional and regulatory
 
certifications required
 
by their role within the
 
organization, offering
 
web-based
courses and virtual classes to help them
 
prepare for
 
their certification
 
exams.
To
 
fully
 
meet
 
employees’
 
and
 
the
 
Group’s
 
learning
 
needs,
 
the
 
Group
 
implements
 
policies
 
and
 
procedures
certified
 
according
 
to
 
the
 
ISO
 
9001
 
standard.
 
At
 
the
 
same
 
time
 
and
 
since
 
2015
 
the
 
Bank
 
holds,
 
the
 
ACCA
Approved
 
Employer
 
(Professional
 
Development
 
Stream)
 
distinction,
 
documenting
 
the
 
high learning
 
standards
provided to its employees. Aimed at empowering
 
employees on more demanding roles
 
and enhance leadership
capabilities,
 
the
 
Group
 
Human
 
Resources
 
Division
 
designs
 
and
 
implements
 
specialized
 
programs,
 
such
 
as
Development
 
&
 
Succession
 
planning,
 
Talent
 
Development
 
&
 
Management,
 
Career
 
Development
 
&
 
Planning,
Knowledge & Experience Sharing
 
(mentoring & reverse
 
mentoring).
Talent
 
Management Programme
In
 
2023
 
the
 
Bank
 
concluded
 
the
 
assessment
 
and
 
implementation
 
of
 
the
 
bank-wide
 
Talent
 
Management
Programme,
 
aiming at
 
the
 
identification,
 
development,
 
retention
 
and effectively
 
utilization
 
of a
 
robust
 
talent
pipeline. Also, it has designed and introduced
 
new segmentation for
 
the Talent
 
pool with a focus on mobility as
well
 
as
 
structured
 
talent
 
career
 
discussions
 
providing
 
talents
 
focused
 
career
 
plans
with
 
mapped
 
next
 
career
moves. Talent
 
development programs
 
aiming at upskilling and reskilling the
 
Talent
 
pool run across the
 
Bank.
 
Performance
 
Management
 
Performance
 
Management
 
in
 
the
 
Group
 
has
 
a
 
transparent,
 
consistent
 
and
 
effective
 
framework
 
concerning
continuous improvement
 
of the
 
employees
 
and aligning
 
with the
 
strategic
 
objectives
 
and values
 
of the
 
Group.
 
 
 
 
 
 
 
 
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Its framework translates the Group’s strategy into tangible quantitative business goals (“what”) for all
 
employees
and supports a common culture by driving
 
the Group’s organizational
 
capabilities and qualitative competencies
(“how”) throughout
 
the organization.
 
Performance
 
Management is grounded
 
on two main tools implemented
 
in
Greece& Cyprus and are formally implemented on SAP SuccessFactors
 
access. Both tools have a developmental
focus and continuous feedback
 
on their core.
 
Career Development
Career Development
 
is of great importance for
 
the Group.
 
In this context, the Group
 
utilizes both Development
Plans and Improvement
 
Plans, giving value to a wide range
 
of functionalities like
 
Career Development.
 
On that
basis,
 
employees
 
can
 
design with
 
support by
 
their
 
manager and
 
depending on
 
their
 
personal
 
needs,
 
either
 
a
Development
 
Plan to support
 
further
 
their professional
 
advancement
 
and career
 
planning or an
 
Improvement
Plan which
 
serves
 
as roadmap
 
to enhance
 
their
 
performance
 
and address
 
areas
 
needing
 
improvement.
 
Both
Plans
 
aim,
 
through
 
relevant
 
training
 
and
 
development
 
activities,
 
to
 
further
 
develop
 
employees’
 
skills
 
and
behaviors, bolstering their
 
profile to match either
 
their current
 
role or a different
 
one in the future.
 
C-Level Succession
 
Planning
The
 
Bank’s
 
C-Level
 
Succession
 
Planning
 
framework
 
is
 
assessed
 
annually
 
following
 
a
 
structured
 
and
comprehensive
 
process,
 
according
 
to
 
the
 
guidelines
 
of
 
the
 
Bank’s
 
Nomination
 
and
 
Corporate
 
Governance
Committee
 
and
 
the
 
BoD
 
of
 
the
 
Bank.
 
The
 
Bank
 
has
 
a
 
C-level
 
Succession
 
Planning
 
Policy
 
in
 
place,
 
to
 
ensure
executive ‘bench strength’
 
for the C-level
 
roles aligned with the
 
Group strategy,
 
purpose and leadership culture,
aiming to achieve business continuity
 
and growth.
Diversity,
 
Equity & Inclusion
In 2023, the
 
Bank launced the
 
2
nd
 
Season of Women
 
in Banking (WiB)
 
- Transforming
 
Leadership, following
 
the
successful and multi-awarded 1
st
 
Season. WiB is a Leadership Acceleration
 
program, focusing
 
on how women at
Eurobank
 
can
 
accelerate
 
their
 
progression
 
to
 
higher
 
hierarchical
 
positions,
 
participate
 
in
 
transforming
leadership within the Bank, and serve as ambassadors of an
 
inclusive and non-discriminatory work environment.
It's
 
a
 
program
 
by
 
women
 
for
 
women,
 
combining
 
mentoring
 
with
 
continuous
 
learning
 
through
 
interactive
workshops, virtual masterclasses,
 
gaming, and other
 
activities.
 
In 2023 and for
 
second consecutive
 
year the
 
Bank was included
 
in the
 
Bloomberg Gender
 
Equality Index (GEI).
This distinction reflects the
 
Bank’s commitment to support responsible development
 
without discrimination and
its commitment in the application of
 
Diversity, Equity & Inclusion criteria and more generally of ESG
 
in all aspects
of the Group's
 
operations.
Improving Employee
 
Experience
The Group,
 
through the
 
investment in the
 
SAP SuccessFactors upgrades
 
the working environment
 
and expands
the possibilities
 
of cooperation.
 
As part of the
 
project, the
 
basic technological infrastructure
 
has been enriched
with modern
 
applications
 
related to
 
the acquisition
 
of "talent" (talent
 
acquisition) and
 
performance
 
appraisal.
The
 
applications
 
of the
 
SAP SuccessFactors
 
platform
 
improve
 
the
 
daily communication
 
in the
 
Group,
 
increase
the degree of autonomy and
 
mobility of the users,
 
while managers can monitor and manage their
 
teams. More
particularly,
 
the
 
functions
 
are available
 
both
 
from
 
the
 
office
 
space
 
and "smart"
 
devices
 
and the
 
users, among
others:
 
a)
Have access, wherever
 
they are, to their
 
personal profiles and contact details of
 
their colleagues,
b)
Register and manage with self-service
 
process, license
 
requests and change of personal data,
c)
Have
 
access
 
to learning
 
and training
 
planning for
 
themselves
 
and their
 
teams, can
 
attend
 
online courses
and connect to online libraries that
 
are available (Learning Management System),
d)
Have access to a modern evaluation
 
and continuous feedback application.
Strengthening Dialogue
 
& Information
Eurobank’s
 
internal corporate
 
intranet serves
 
as a vital
 
resource
 
for the
 
employees,
 
keeping them
 
informed
 
on
all
 
strategic,
 
business,
 
HR
 
and
 
technology-related
 
matters.
 
It
 
is
 
a
 
digital
 
platform
 
that
 
promotes
 
the
 
Bank’s
actions
 
and initiatives,
 
providing
 
the
 
employees
 
with
 
immediate
 
access
 
to important
 
information.
 
Within
 
the
intranet,
 
employees
 
can
 
peruse
 
information
 
pertaining
 
to
 
social
 
issues,
 
physical
 
or
 
virtual
 
visits
 
by
 
the
management team, corporate
 
functions, as well
 
as interviews conducted by
 
the Group's
 
management for
 
both
print
 
and
 
digital
 
media
 
etc.
 
Additionally,
 
to
 
encourage
 
internal
 
social
 
networking
 
and
 
the
 
exchange
 
of
information
 
and ideas,
 
the Yammer
 
platform
 
is also
 
available to
 
the
 
employees.
 
To
 
communicate
 
its strategy
and
 
foster
 
2-way
 
dialogue
 
between
 
the
 
management
 
team
 
and
 
the
 
employees,
 
Eurobank
 
held
 
executive
meetings,
 
with
 
extended
 
number
 
of the
 
members
 
of the
 
management
 
team participating.
 
At the
 
same
 
time,
visits
 
took
 
place
 
in
 
regional
 
markets
 
across
 
Greece.
 
Additionally,
 
onsite
 
visits
 
from
 
Retail
 
Management
 
took
place in regional markets across Greece. Strengthening the Bank’s profile, as a modern and attractive employer,
in
 
the
 
midst
 
of
 
a
 
dynamic
 
process
 
of
 
transformation
 
both
 
technologically
 
and
 
operationally,
 
Eurobank
 
also
organised CEO Breakfasts.
Remote Working
 
In 2023, the Group maintained
 
its pursuit of
 
continuous improvement of the Hybrid Work Model, the combination
of
 
alternating
 
between
 
working
 
on
 
premises
 
and
 
at
 
home.
 
This
 
effort
 
aligns
 
with
 
the
 
Group’s
 
increasing
environmental sensibilities, and the
 
continued focus on a positive and modern employee
 
experience. In order to
further
 
improve said experience,
 
a questionnaire pertaining to how Group
 
employees experienced
 
the first year
of
 
officially
 
working
 
with
 
the
 
Hybrid
 
Model
 
and
 
what
 
suggestions
 
they
 
might
 
have
 
for
 
its
 
improvement,
 
was
launched. The
 
results were
 
resolutely positive,
 
and in late
 
2023, a
 
few of
 
the suggestions
 
employees
 
proposed,
 
 
 
 
 
 
 
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such as the scheduling
 
of remote work
 
without needing manager
 
approval, were
 
implemented, showcasing
 
the
Group’s commitment
 
to enhancing the Hybrid Model, despite
 
its already successful run.
Recognition and Reward Policy
In acknowledgment
 
of long-term
 
loyalty,
 
the
 
Group
 
bestows
 
commendations
 
upon
 
its employees
 
marking
 
15
and 25 years of dedicated
 
service.
 
Furthermore,
 
Eurobank
 
values
 
highly
 
education
 
and
 
recognises
 
the
 
importance
 
of
 
rewarding
 
exceptional
academic performance.
 
In line with
 
this, it has
 
launched a merit
 
-based reward
 
programme
 
for top-performing
students,
 
known
 
as
 
“Aristouchoi”.
 
The
 
programme
 
awards
 
monetary
 
prizes
 
to
 
both
 
the
 
employees
 
and
 
their
children who have achieved outstanding results in secondary school or higher education.
 
Eurobank also extends
this recognition to those who are pursuing postgraduate
 
degrees or PhDs. Over the past 21 years, Eurobank
 
has
presented awards
 
to more than
 
3,500 deserving students.
 
In 2023 Eurobank
 
proudly presented
 
356 awards for
the 2021-2022 school/academic
 
year.
In alignment with the ethos of community engagement, the Group has established and
 
actively backs the "Team
Up" initiative, a voluntary
 
program
 
involving employee
 
participation since
 
2018. Throughout
 
the year,
 
a total of
10
 
events
 
were
 
organized,
 
during
 
which
 
1,300 employees
 
generously
 
volunteered
 
over
 
2,358
hours
 
of
 
service,
exemplifying the Group's
 
commitment to giving back to the
 
community.
In 2023 Eurobank also established the
 
Eurobank Running Team,
 
a running team open to employees from across
the
 
entire
 
organization.
 
This
 
initiative
 
aims
 
to
 
facilitate
 
interactions
 
among
 
colleagues,
 
foster
 
a
 
sense
 
of
community and inclusion within the
 
organization.
 
Support at work - HR4U
The
 
call
 
center
 
“HR4U”
 
supports
 
the
 
employees
 
of
 
the
 
Bank
 
and
 
responds
 
daily at
 
each
 
employee’s
 
request,
taking all
 
the
 
necessary
 
actions for
 
their
 
best service.
 
In 2023,
 
more than
 
27,673
 
requests
 
were
 
seen to
 
HR4U.
Topics include
 
a wide range of questions about benefits
 
and programs,
 
as well as urgent needs.
Labour Unions
The
 
Group
 
respects
 
employees’
 
constitutional
 
right
 
to
 
membership
 
in
 
Labour
 
Unions.
 
Six
 
such
 
Unions
 
are
currently
 
active within
 
the Bank,
 
representing
 
85,08% of
 
the staff,
 
i.e. 5,142
 
employees. The
 
most multitudinous
of
 
these
 
Unions
 
is
 
recognized
 
as
 
the
 
official
 
representative
 
Union
 
in
 
labour
 
negotiations
 
with
 
the
 
Bank’s
Management. All
 
employees
 
of the
 
Bank are
 
employed
 
full-time
 
and covered
 
by collective
 
labour agreements
(industry-wide
 
and
 
enterprise-level),
 
while
 
labour
 
relations
 
are
 
regulated
 
by
 
the
 
current
 
laws
 
and
 
the
 
Bank’s
Statute
 
of
 
Internal
 
Service.
 
Furthermore,
 
the
 
Bank's
 
Management
 
cooperates
 
with
 
the
 
labour
 
unions
 
and
supports the
 
scheduled working
 
meetings to
 
strengthen
 
the dialogue
 
and to
 
monitor the
 
developments
 
in the
working environment.
Corporate Social Responsibility
Driven by
 
its sense of responsibility
 
and commitment
 
to giving back
 
to society,
 
the Group
 
has made corporate
responsibility
 
one
 
of
 
the
 
foundations
 
of
 
its
 
strategic
 
planning,
 
which
 
is
 
directly
 
linked
 
to
 
the
 
UN
 
Sustainable
Development
 
Goals
 
(SDGs).
 
Through
 
its
 
corporate
 
responsibility
 
strategy,
 
and
 
responding
 
to
 
the
 
needs
 
of
today’s
 
ever-changing
 
environment,
 
the
 
Group
 
aims
 
to
 
actively
 
contribute
 
to
 
improving
 
the
 
economy
 
and
society where it operates,
 
by adopting responsible practices
 
that promote transparenc
 
y
 
and business ethics.
 
The
 
Bank has
 
a
 
solid
 
framework
 
of
 
procedures
 
for
 
the
 
implementation
 
of
 
its
 
Corporate
 
Social
 
Responsibility
(CSR) strategy,
 
aiming at maximizing the
 
value created by
 
CSR initiatives and
 
shielding the
 
Organization from
the
 
possibility
 
of
 
corruption,
 
conflict
 
of
 
interest
 
and
 
money
 
laundering.
 
The
 
annual
 
Corporate
 
Social
Responsibility
 
action
 
plan
 
is
 
approved,
 
as
 
part
 
of
 
the
 
Marketing
 
&
 
Corporate
 
Communication
 
budget
formulation process,
 
by the Communication Committee (COMCOM) in which the
 
CEO, the deputy CEOs and the
Group General
 
Manager of Marketing
 
& Corporate
 
Communication participate.
 
Finally, all expenses
 
related to
sponsorships,
 
donations
 
and
 
other
 
Corporate
 
Social
 
Responsibility
 
actions
 
are
 
subject
 
to
 
approval
 
levels
depending on the amount but also the
 
criticality and importance for
 
the Bank and their
 
recipients.
Corporate social responsibility
 
is based on the following
 
pillars:
Education
Education is a key pillar
 
of the Bank's
 
corporate responsibility strategy.
 
In this context,
 
in 2003 the Bank
 
launched
Moving Education
 
Forward,
 
according
 
to which
 
awards are
 
provided
 
to high-school
 
graduates
 
across
 
Greece
who achieve top marks in the annual national university entrance
 
exams. In the last 21 years it has been running,
a
 
total
 
of
 
22,572
 
students
 
have
 
been
 
awarded,
 
many
 
of
 
whom
 
have
 
gained
 
recognition
 
in
 
the
 
economic,
academic
 
and
 
scientific
 
life
 
of
 
Greece.
 
The
 
Bank awarded
 
1.035
 
top
 
graduates
 
during
 
the
 
2022-2023
 
school
year.
 
Supporting the Society
Moving
 
Family
 
Forward
 
is
 
a
 
corporate
 
social
 
responsibility
 
initiative,
 
aiming
 
to
 
address
 
the
 
country’s
demographic
 
challenge, by providing
 
young families
 
with incentives
 
for
 
taking the
 
decision to
 
have children.
 
It
focuses on the eastern borders
 
of Greece - Prefecture of Evros, North Aegean islands and the
 
Dodecanesee and
includes collaborations
 
with non-governmental
 
organisations (NGOs) for
 
supporting future and young parents,
offering banking products with favourable
 
terms for customers in those areas and several actions for setting the
demographic challenge higher
 
in the agenda of public dialogue.
 
 
 
 
 
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The Bank has announced that
 
it will contribute directly and significantly to the restoration
 
of the natural
 
wealth
of Rhodes which was affected by the catastrophic
 
fires during the summer of 2023. In this context, it has funded
a special study for
 
prevention
 
as well as
 
anti-flooding projects
 
in the affected
 
areas of the
 
island. Additionally,
following
 
the devastating
 
floods in Thessaly,
 
the bank has announced
 
its substantial support of the
 
restoration
of
 
the
 
affected
 
areas
 
alongside
 
the
 
Hellenic
 
Bank
 
Association.
 
The
 
total
 
support
 
of
 
the
 
four
 
systemic
 
banks
amounts
 
to
 
€50m.
 
Moreover,
 
the
 
Bank
 
has
 
responded
 
to
 
the
 
ever-increasing
 
needs
 
of
 
the
 
National
 
Health
System once
 
more by
 
proceeding
 
with the
 
construction of
 
6 negative
 
pressure units
 
in the
 
Special Respiratory
Infections Unit of the
 
Sotiria Thoracic
 
Diseases Hospital of Athens.
In 2023 the
 
Bank supported 33
 
NGOs and institutions
 
operating
 
across Greece,
 
which mainly support children
and
 
vulnerable
 
social
 
groups,
 
with
 
the
 
amount
 
of
 
€440,000.
 
In
 
addition,
 
it
 
has
 
been
 
steadily
 
supporting
 
the
important
 
work
 
of the
 
PNOE –
 
Friends of
 
Children's
 
Intensive
 
Care
 
non-profit
 
association,
 
helping
 
it meet
 
its
objective,
 
which
 
is
 
to
 
create
 
and
 
equip
 
paediatric
 
Intensive
 
Care
 
Units
 
(ICUs)
 
and
 
to
 
support
 
children
hospitalised in ICUs and their parents.
 
In particular,
 
in 2000 the Bank launched
 
the EuroLine
 
card and has since
been donating 0.20% of the total value
 
of transactions carried
 
out by EuroLine cardholders
 
to this cause.
Access to financial services
 
for all /Financial inclusion
 
As
 
part
 
of
 
the
 
EaSI
 
programme
 
for
 
employment
 
and
 
social
 
innovation,
 
the
 
Bank
 
has
 
been
 
working
 
with
 
the
Action Finance Initiative (AFI), providing micro
 
-credit facilities (up to €12,500 per individual) to support the long-
term unemployed,
 
vulnerable
 
social groups
 
and businesspeople
 
with limited
 
access to
 
bank loans.
 
This
 
way,
 
it
offers
 
them the
 
opportunity to create
 
their own job
 
(self-employment)
 
or establish small businesses resulting
 
in
the creation of new jobs.
In 2023,
 
through the AFI, 88 entities have been
 
provided with credit facilities amounting
in total to € 0.99m,
 
with favourable
 
terms, which are guaranteed by the EIF.
we have strategically forged
 
alliances
with esteemed partners.
Digital literacy and inclusion
 
The
 
Bank has
 
launched the
 
“Eurobank
 
Digital Academy
 
for
 
Business”, a
 
resource
 
hub on
 
digital skills for
 
Greek
companies’
 
technology
 
as a
 
key
 
enabler,
 
and digital
 
transformation
 
as a
 
growth
 
strategy
 
and a
 
competitive
edge. Since 2019,
 
19 events have been held with 1,685 participations,
 
of which 3 events with 1,023 participants in
2022. In
 
addition, the Bank has
 
created a dedicated hotline for digitally
 
illiterate elder groups who wish to
 
access
its digital channels.
Supporting entrepreneurship and
 
innovation
 
The
 
Bank
 
actively
 
contributes
 
to
 
economic
 
growth
 
and
 
recognises
 
the
 
importance
 
of
 
entrepreneurship
 
as
 
a
major
 
lever
 
for
 
the
 
expansion
 
of
 
the
 
Greek
 
economy.
 
It
 
focuses
 
on
 
supporting
 
the
 
extroversion
 
of
 
Greek
businesses
 
and
 
encouraging
 
new
 
business
 
initiatives.
 
In
 
this
 
context,
 
the
 
Bank
 
has
 
launched
 
Exportgate,
 
an
international trade
 
portal that promotes
 
the business networking
 
of Greek and Cypriot companies
 
worldwide.
 
In a strategic partnership with Banco Santander for Global Trade,
 
the Bank has joined the “Trade Club Alliance”,
the first
 
Global Digital Business
 
Interconnection
 
Network, supported
 
by 13 international
 
banking groups.
 
Using
artificial intelligence
 
and other
 
technologies, the
 
network
 
connects more
 
than 22,700
 
businesses in
 
more than
60 countries.
 
In
 
2016
 
the
 
Bank,
 
in
 
partnership
 
with
 
Grant
 
Thornton,
 
established
 
the
 
Growth
 
Awards
 
to
 
award
 
business
excellence
 
as a
 
growth
 
lever
 
of the
 
Greek economy.
 
To
 
date, the
 
7 Growth
 
Awards
 
ceremonies
 
have awarded
44 of the most robust
 
Greek enterprises.
 
In the area
 
of innovative youth
 
entrepreneurship, the
 
Bank has established
 
the egg-enter•grow•go
 
initiative, a
comprehensive
 
business incubation
 
and acceleration
 
programme,
 
in partnership
 
with
 
Corallia.
 
Since
 
2013 the
egg
 
has
 
been
 
continuously
 
helping
 
the
 
Greek
 
startup
 
community
 
to
 
improve
 
its
 
competitiveness
 
within
 
a
challenging
 
global
 
market,
 
under
 
3
 
main
 
pillars
 
extroversion,
 
financing
 
and
 
business
 
networking.
 
It
 
has
 
been
playing a crucial role in shaping the Greek startup scene, boosting innovative entrepreneurship
 
through the egg
Start-Up (incubator)
 
and egg
 
Scale-Up
 
(accelerator)
 
platforms.
 
In particular,
 
its business
 
and social
 
footprint
includes, among other:
a)
More than
 
€12m has been
 
invested in the
 
egg accelerator
 
by the
 
Bank, €3.2m which has
 
been provided
 
by
the
 
Bank
 
as
 
financing
 
to
 
49
 
egg
 
startups,
 
and
 
€45.8m
 
in
 
equity
 
funding,
 
which
 
has
 
been
 
drawn
 
by
 
67
businesses,
b)
350 startups which have
 
been created through
 
the egg, 183 startups
 
which have become
 
businesses, 101 of
which
 
with
 
a
 
combined
 
turnover
 
of
 
€12,25m.
Specifically,
 
during
 
2023,
 
36
 
startups
 
have
 
been
 
created
through the
 
egg and 29 startups have become businesses.
The Corporate Social Responsibility actions are described in the Annual
 
Report 2022 – Business
 
& Sustainability,
which is published on www.eurobankholdings.gr.
Respect of Human Rights
The Group,
 
in accordance with its
 
Statement of Human
 
Rights, is committed
 
to respecting and
 
promoting human
rights and to avoid unintentionally causing
 
or contributing to adverse human rights impacts
 
that may affect
 
its
employees, suppliers, contractors,
 
clients and other parties directly linked to its operations,
 
products or services.
 
In line with international leading practice, it has established pertinent policies and procedures, such as the Code
of Conduct
 
and Ethics,
 
that
 
reflect
 
this
 
commitment.
 
The
 
Group
 
acknowledges
 
the
 
UN Guiding
 
Principles on
Business & Human Rights and, in particular,
 
the corporate
 
responsibility to respect human rights.
 
 
 
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One of the most important priorities for
 
the Group is to ensure
 
that all employees are
 
treated with respect and
dignity,
 
including the
 
exclusion of
 
forced
 
and child
 
labor,
 
fair and
 
equitable compensation
 
and working
 
hours,
freedom of
 
association,
 
data privacy
 
and respect
 
of freedom
 
to act.
 
In addition,
 
a safe,
 
healthy
 
and inclusive
work
 
environment
 
is
 
promoted.
 
The
 
Group
 
applies
 
a
 
zero-tolerance
 
approach
 
for
 
any
 
forms
 
of
 
violence,
harassment
 
and
 
sexual
 
harassment
 
in
 
the
 
workplace
 
and
 
such
 
violations
 
are
 
strictly
 
prohibited
 
for
 
all.
 
In
addition, the Group engages with suppliers and external providers / contactors who respect human rights, labor
rights, employment laws and environmental
 
regulations.
A
 
strong
 
relationship
 
of
 
trust
 
that
 
respects
 
human
 
rights
 
is
 
cultivated
 
in
 
all
 
of
 
the
 
Group’s
 
activities
 
with
 
its
customers.
 
Key
 
elements
 
of
 
maintaining
 
responsible
 
customer
 
relationships
 
include
 
responsible
 
provision
 
of
information
 
and customer
 
service,
 
personal data
 
protection
 
and complaints
 
management. The
 
Group applies
the
 
regulatory
 
framework
 
and the
 
Banking Code
 
of Conduct
 
and has
 
control
 
mechanisms
 
in place
 
to ensure
compliance with the
 
legislative framework.
 
The Group ensures that individuals (e.g. employees, customers) can exercise
 
their rights regarding their personal
data. It implements appropriate technical and
 
organizational measures, which are designed to
 
implement data-
protection
 
principles, in
 
an effective
 
manner and
 
to integrate
 
the necessary
 
safeguards
 
into the
 
processing
 
in
order
 
to meet
 
the
 
requirements
 
of the
 
General
 
Data
 
Protection
 
Regulation (GDPR)
 
and any
 
other
 
applicable
privacy legislation and protect
 
the rights of individuals.
 
All of the
 
Group’s
 
stakeholders
 
are encouraged
 
to bring to
 
the Group’s
 
attention instances
 
where
 
its business
services
 
have
 
potential
 
or
 
real
 
human
 
rights
 
impacts.
 
The
 
Group
 
applies
 
the
 
Policy
 
of
 
Reporting
 
Unethical
Conduct
 
in
 
line
 
with
 
which
 
any
 
actual,
 
attempted
 
or
 
suspected
 
unethical
 
conduct
 
can
 
be
 
reported
 
by
 
any
member of the
 
Group’s staff
 
and concerned third
 
parties.
Supply Chain
The Bank has established
 
and implements a Procurement
 
Policy,
 
which sets out the general
 
principles and rules
governing the
 
procurement of goods and services.
 
Its implementation ensures the
 
transparency,
 
objectivity and
integrity
 
of
 
procurement
 
execution,
 
while
 
ensuring
 
suppliers'
 
compliance
 
with
 
applicable
 
local,
 
national
 
and
international
 
legislative
 
and
 
regulatory
 
requirements,
 
through
 
appropriate
 
mechanisms,
 
as a
 
prerequisite
 
for
starting and
 
maintaining a
 
business
 
relationship
 
with
 
them.
 
In addition,
 
the
 
establishment
 
of an
 
Outsourcing
Policy ensures the
 
effective
 
monitoring of third party relations
 
based on the relevant
 
risks that arise.
The
 
Bank
 
operates
 
with
 
a
 
centralized
 
and
 
upgraded
 
procurement
 
model,
 
which
 
covers
 
both
 
domestic
 
and
foreign
 
subsidiaries,
 
managing
 
requests
 
for
 
procurement
 
of
 
goods
 
and
 
services
 
through
 
a
 
single
 
purchasing
system as well
 
as a contract
 
management system,
 
which facilitate
 
approval flows,
 
while achieving
 
efficiency in
the execution of purchases
 
,
 
based on the final bidder principle, as well
 
as in the finalization of new
 
assignments
or renewals
 
and contracts.
 
For
 
the
 
most effective
 
monitoring of
 
contract
 
completion, Group
 
Procurement
 
Unit
established a
 
special indicator based
 
on which the
 
time of completion
 
of a contract
 
is recorded
 
from the
 
date
of dispatch of the relevant assignment (supply,
 
work or services) to the supplier.
 
In addition, in order to minimize
its
 
environmental
 
footprint
 
and
 
efficiency,
 
the
 
Bank
 
uses
 
an
 
electronic
 
invoicing
 
system,
 
in
 
cooperation
 
with
specific suppliers
 
,
 
while at
 
the
 
same time,
 
electronic
 
auctions are
 
conducted for
 
the
 
supply of
 
certain
 
types of
goods and services.
Group Procurement
 
Unit evaluates
 
the Bank's
 
suppliers on the
 
basis of qualitative
 
and quantitative
 
criteria, in
order
 
to assess
 
risks such
 
as the
 
quality of
 
services,
 
the
 
financial condition,
 
business continuity
 
of the
 
supplier
and its
 
legal/regulatory
 
compliance. Specifically,
 
on an
 
annual basis,
 
it measures
 
and weights
 
all key
 
financial
data
 
from
 
suppliers'
 
balance
 
sheets,
 
while
 
supplementing
 
the
 
evaluation
 
with
 
qualitative
 
data,
 
such
 
as
 
ISO
certifications,
 
through
 
special targeted
 
questionnaires to
 
specialized evaluators
 
from various
 
business units
 
of
the Bank
 
together
 
with evaluators
 
of the
 
Procurement
 
Unit. In the
 
end, a weighted
 
objective
 
score is obtained
for each supplier
 
reflecting the progress
 
and quality of the relationship
 
between the Bank and the
 
supplier.
 
In addition, the
 
Bank monitors through
 
Procurement
 
Unit operational
 
key risk indicators,
 
such as suppliers with
low ratings
 
as well
 
as complaints
 
from
 
internal customers
 
and suppliers
 
that
 
have not
 
been resolved
 
on time,
with the aim of initiating
 
corrective
 
actions.
In addition,
 
for reasons
 
of transparency
 
and safeguarding
 
the interests
 
of the
 
Group, the
 
Bank adheres
 
to the
Due Diligence
 
process
 
for
 
the
 
inclusion of
 
a new
 
supplier
 
in the
 
Bank. Based
 
on this
 
process,
 
the
 
new
 
entrant
supplier is obliged,
 
among other conditions,
 
to submit published financial statements and all
 
necessary financial
data for
 
a period
 
of three
 
years, information
 
on the
 
legal form
 
of the
 
company, its
 
beneficial owners
 
and legal
representatives,
 
as well as regulatory
 
certifications
 
it holds, aiming at
 
the completeness
 
of a supplier's file
 
with
the Bank.
On
 
an
 
annual
 
basis,
 
the
 
Bank conducts
 
an
 
evaluation
 
for
 
IT
 
suppliers,
 
consulting,
 
technical
 
and
 
construction
services, as well as for
 
other goods and services,
 
maintaining,
 
for quality and risk management reasons, specific
indicators that measure
 
the degree of dependence of suppliers and the
 
Bank on the relationship between
 
them
in terms of the total turnover
 
of each party. In addition, in the
 
context of enriching and updating its relationship
with suppliers, the competent unit for business customers of the Bank provides information
 
and feedback on the
corporate relationship
 
of each supplier,
 
in order to have a complete pictu
 
re of the relationship
 
with a supplier.
As a rule, if during the evaluation of suppliers
 
a low score of one of them is derived,
 
then an exploratory process
and actions are followed
 
to improve
 
the products
 
/ services provided
 
or potentially replace these
 
suppliers.
 
 
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The Bank’s suppliers and respective relations with each of them are reviewed
 
at regular intervals through formal
procedures.
 
The Procurement
 
Committee ensures that
 
the relevant
 
procedures are
 
followed,
 
both in relation
 
to
the necessity
 
of the procurement
 
and in terms of the containment
 
of operating costs.
 
In the context of the
 
implementation of Sustainable Procurement
 
practices, ESG criteria
 
have been established
for
 
the
 
tendering
 
process
 
of both
 
IT and
 
non-IT goods
 
and services,
 
in accordance
 
with
 
the
 
provisions
 
of the
tendering procedure.
 
Factors related to the
 
impact of a product/ service/ project
 
on ESG issues of the company
/ supplier, are taken into account. As such,
 
contributing to the protection of the environment, green development
and the local community is considered
 
to have a positive effect.
In
 
addition,
 
regarding
 
governance
 
factors,
 
certifications
 
are
 
requested
 
from
 
suppliers
 
(e.g.
 
ISO
 
9001,
 
14001,
50001), as well as disclosures regarding their
 
operating footprint,
 
ESG Ratings results and Sustainability Report.
According
 
to
 
the
 
applicable
 
procedure,
 
these
 
criteria
 
are
 
incorporated
 
in
 
a
 
specific
 
section
 
on
 
Requests
 
for
Proposals (RFPs)/ Requests for
 
Quotations (RFQs) and
 
are examined during the
 
technical evaluation phase.
The overall
 
objective is to select, where
 
possible, environmentally and socially
 
responsible goods from suppliers
that
 
are
 
aligned
 
with
 
those
 
principles.
 
Procurement
 
processes
 
are
 
part
 
of
 
the
 
Bank's
 
certified
 
Management
Systems in
 
accordance
 
with the
 
international
 
standards
 
ISO 9001,
 
ISO 14001
 
and ISO
 
50001. Furthermore,
 
the
Bank cooperates
 
mainly with
 
suppliers
 
that
 
are active
 
and registered
 
or have
 
an office
 
in Greece,
 
promoting
and supporting the local economy.
 
It is
 
noted
 
that
 
in 2023,
 
the
 
Bank, through
 
the
 
Group
 
Procurement
 
Unit, wishing
 
to promote
 
the
 
principles
 
of
sustainable procurement, initiated
 
the necessary actions for certifying
 
its sustainable procurement practices
 
as
per
 
the
 
international
 
standard
 
ISO 20400
 
(Sustainable Procurement
 
Management
 
System), thus
 
contributing
positively
 
to
 
society
 
and
 
the
 
economy
 
through
 
making
 
sustainable
 
purchasing
 
decisions
 
and
 
encouraging
suppliers and other
 
stakeholders to do the
 
same.
Anti -Corruption and Bribery
Actions against corruption
 
and bribery incidents
The
 
Group is
 
committed to pursuing
 
the fundamental
 
values of integrity,
 
transparency
 
and accountability.
 
It is
also committed to safeguarding its reputation
 
and client base.
 
The
 
Group
 
follows
 
best business
 
practices,
 
having accepted
 
and integrated
 
in its
 
culture
 
the
 
ten principles
 
of
the
 
UN
 
Global
 
Compact.
 
The
 
10th
 
principle
 
on
 
Anti-Corruption
 
states
 
that
 
“Businesses
 
should
 
work
 
against
corruption
 
in all its
 
forms, including
 
extortion and
 
bribery”. The
 
Group has
 
adopted a zero
 
tolerance
 
approach
against
 
all
 
types
 
of
 
fraud,
 
including
 
bribery.
 
In
 
accordance
 
with
 
the
 
relevant
 
legislation,
 
the
 
Group
 
prohibits
bribery in any form
 
either
 
direct or indirect
 
(through a
 
third party). The
 
principle of zero
 
tolerance
 
applies to all
staff
 
and
 
prohibits
 
all
 
forms
 
of
 
bribery,
 
whether
 
active
 
or
 
passive,
 
direct
 
or
 
indirect
 
and
 
is
 
also
 
reflected
 
in
contractual documents
 
adopted when entering
 
into relationships
 
with third
 
parties, either
 
natural or legal.
 
The
principle of zero
 
tolerance
 
also applies to clients of the
 
Group, as the
 
Organisation for
 
Economic Co-operation
and Development (OECD)
 
anti-bribery convention
 
is followed.
In this context, the Group has adopted the following
 
policies and procedures to govern
 
the treatment of bribery
and corruption cases
 
encountered:
a)
Code of Conduct and Ethics,
b)
Anti-Bribery & Corruption
 
Policy (policy statement
 
is posted on the Group’s
 
website),
c)
Policy for
 
Reporting Illegal or Unethical Conduct,
d)
Management of Sponsorships and Donations.
Recognizing that any involvement
 
in cases of bribery not only constitutes a crime, but also reflects
 
adversely on
its reputation and client base, the Group takes
 
the following
 
measures aimed at limiting its exposure to bribery:
 
a)
Setting out a clear approach to deal with
 
the risk of bribery,
b)
Establishing a robust system of internal
 
controls that
 
does not tolerate
 
bribery and corruption,
c)
Establishing mechanisms for
 
monitoring potential incidents of bribery,
d)
Providing
 
confidential reporting
 
mechanisms and
 
encouraging
 
their
 
use by
 
both staff
 
and third
 
parties by
setting out measures for
 
their protection.
 
e)
Providing
 
ongoing
 
training
 
and
 
briefing
 
to
 
staff
 
on
 
the
 
prevention
 
and
 
identification
 
of
 
bribery
 
and
corruption incidents.
Group
 
Compliance
 
is responsible
 
for
 
issuing policies
 
and procedures
 
to combat
 
bribery and
 
corruption
 
cases.
Each unit of the
 
Bank is responsible for
 
complying with the
 
existing policies. Internal
 
Conduct & Ethics of Group
Compliance
 
carries
 
out
 
risk
 
assessment
 
exercises
 
on
 
anti-bribery
 
and
 
anti-corruption
 
issues
 
and
 
performs
specialized
 
monitoring
 
exercises
 
for
 
potential
 
violations.
 
Forensic
 
Audit
 
&
 
Special
 
Projects
 
of
 
Group
 
Internal
Audit investigates all cases
 
of suspected internal fraud
 
/ corruption.
Actions against Money Laundering
 
(ML) and Terrorist
 
Financing (TF)
Money Laundering
 
(ML) and
 
Terrorist
 
Financing (TF)
 
activities are
 
threats
 
against the
 
integrity and
 
stability of
the international financial system that may cause significant economic losses and reputational damages for the
Group. The Group
 
has responsibility towards its customers,
 
shareholders, and authorities to conduct business in
a lawful and ethical way.
 
 
 
 
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Based on
 
the implementation of the Anti-money laundering/ combating the financing
 
of terrorism and Sanctions
Policy (the Policy) and of a
 
set of
 
interpretative documents, the Group aims at achieving the following objectives:
a)
Maintaining its integrity, credibility,
 
and reputation
against such threats,
b)
Implementing internationally
 
accepted best practices,
c)
Implementing and complying with all the
 
legal and regulatory requirements
 
that govern
 
its operations,
d)
Ensuring that
 
its business, channels,
 
products, and
 
services are
 
not used, intentionally
 
or unintentionally,
 
to
facilitate ML and/or TF,
e)
Ensuring that sanctions measures
 
and controls assist in applying effectively
 
applicable regulation,
f)
Ensuring that adequate processes, systems, and controls are in place, up
 
to date and fit
 
for purpose, in order
to detect, prevent and
 
deter any activities related to ML/ TF and Sanctions violations.
 
The
 
requirements
 
set forth
 
in the
 
Policy apply
 
to the
 
Group,
 
including all its
 
staff,
 
all its functions
 
and units,
 
as
well as third parties
 
who are given access to Group’s
 
information and premises.
The
 
Group’s
 
AML/CFT
 
and
 
Sanctions
 
Control
 
Framework
 
includes
 
policies,
 
guidelines
 
and
 
procedures
 
for
conducting business
 
activity consistent
 
with
 
legal and
 
regulatory
 
requirements
 
and the
 
AML Compliance
 
Risk
Appetite.
 
At the same time, AML/CFT and Sanctions Governance Structure, determines Roles and Responsibilities that are
allocated
 
among the
 
Three
 
Lines
 
of Defence,
 
including the
 
role
 
and responsibilities
 
of the
 
Money
 
Laundering
Reporting
 
Officer
 
(MLRO)
 
and
 
Group
 
MLRO,
 
together
 
with
 
ongoing
 
training
 
necessary
 
to
 
support
 
effective
execution of their roles
 
and responsibilities.
Group’s implementation
 
of the EU Taxonomy
 
Regulation
The
 
EU Taxonomy
 
(Regulation
 
(EU) 2020/852
 
of the
 
European
 
Parliament
 
and of
 
the
 
Council) was
 
adopted in
2020 by the
 
European Parliament
 
and represents
 
an important step for
 
the EU to achieve
 
the Paris
 
Agreement
climate
 
neutrality
 
goals.
 
It
 
sets
 
out
 
the
 
criteria
 
to
 
establish
 
a
 
common
 
classification
 
system
 
for
 
sustainable
economic activities. The
 
EU Taxonomy
 
Regulation determines
 
whether
 
an economic activity
 
is environmentally
sustainable and obligates
 
financial and non-financial
 
entities subject to
 
the Non-Financial
 
Reporting Directive
(NFRD) to disclose the alignment of their
 
activities.
 
Separate
 
reporting
 
requirements
 
and
 
extensive
 
criteria
 
are
 
established
 
for
 
financial
 
and
 
non-financial
undertakings under
 
the Art.8 Delegated
 
Act of EU Taxonomy
 
Regulation. Article
 
8 of the
 
Taxonomy
 
Regulation
states that
 
companies subject
 
to the
 
Non Financial Reporting
 
Directive
 
(NFRD), including financial
 
companies,
must publish to what extent their
 
activity is eligible and aligned with the
 
Taxonomy
 
criteria.
For the years
 
2021 and 2022, financial undertakings subject to NFRD were required to disclose the proportion of
taxonomy-eligible
 
and
 
taxonomy
 
non-eligible
 
activities
 
related
 
to
 
the
 
environmental
 
objectives
 
of
 
climate
change adaptation (CCA) and climate change
 
mitigation (CCM).
 
In 2023, two new Delegated
 
acts issued by the European
 
Commission have been adopted:
The
 
Delegated
 
Regulation
 
2023/2485,
 
which
 
extends
 
the
 
number
 
of
 
eligible
 
activities
 
in
 
the
 
climate
change adaptation and mitigation
 
objectives.
 
The
 
Delegated
 
Regulation
 
2023/2486,
 
which
 
establishes
 
the
 
technical
 
screening
 
criteria
 
for
 
the
economic activities of the remaining four
 
environmental objectives.
 
For
 
the
 
current
 
reporting
 
year,
 
credit
 
institutions
 
shall
 
disclose,
 
according
 
to
 
the
 
EU
 
Taxonomy
 
regulation,
taxonomy eligibility
 
and taxonomy
 
alignment information
 
on the
 
first two
 
environmental
 
objectives
 
(CCM and
CCA) and taxonomy eligibility informatio
 
n
 
for the
 
additional four objectives,
 
and more specifically:
a)
Sustainable use and protection
 
of water and marine resources,
 
b)
Transition
 
to a circular economy,
 
c)
Pollution control
 
and prevention,
 
and
 
d)
Protection and restoration
 
of biodiversity and ecosystems.
Therefore,
 
for the
 
first time in
 
2023, credit
 
institutions will publish
 
the Green
 
Asset Ratio
 
(GAR), on each
 
of the
first
 
two
 
environmental
 
objectives
 
(CCM
 
and
 
CCA),which
 
determines
 
the
 
extent
 
to
 
which
 
the
 
Group’s
 
assets
finance and
 
are invested
 
in taxonomy-aligned
 
economic activities,
 
that
 
is the
 
ratio
 
of the
 
Group's
 
taxonomy-
aligned assets to
 
covered
 
assets (total assets
 
excluding exposure
 
to sovereigns,
 
central banks
 
and the
 
trading
portfolio). Moreover,
 
as required by the EU Taxonomy Regulation,
 
activities, to be taxonomy-aligned, must meet
the specific taxonomy criteria and ensure that
 
they cause no significant harm to any of the other
 
environmental
objectives (DNSH)
 
and meet minimum
 
social safeguards
 
(MSS). Additional KPIs
 
are required
 
regarding the
 
off-
balance
 
sheet
 
exposures
 
and specifically
 
for
 
financial guarantees
 
to financial
 
and non-financial
 
undertakings
(FinGuar KPI) and assets under management
 
(AuM KPI).
With the
 
gradual adoption of the new Corporate
 
Sustainability Reporting Directive (CSRD) by large companies,
small and medium
 
listed companies and large
 
companies outside the
 
EU with significant
 
activity in the
 
EU, the
Group's KPIs are expected
 
to improve as the
 
number of companies subject to this new
 
directive will increase.
Integration of Taxonomy
 
in the Group’s
 
business strategy,
 
operating model, products
 
and customers
In line
 
with
 
best
 
market
 
practices,
 
the
 
Group
 
has
 
integrated
 
the
 
requirements
 
of the
 
EU Taxonomy
 
within
 
its
three Lines of Defense
 
with key roles
 
consisting of:
 
 
 
 
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client engagement in the context of ESG/Climate
 
Risk and Sustainable Finance Assessment,
 
establishment and
 
monitoring of climate
 
risk and EU Taxonomy
 
-related KPIs
 
to ensure alignment
 
with
risk limits and sustainable financing strategy/targets
 
as well as
 
the development
 
of relevant disclosures.
As part of
 
its sustainability strategy,
 
the Group
 
is implementing initiatives
 
that will,
 
among others,
 
enable it to
increase the share
 
of taxonomy-aligned assets in the
 
coming years:
a)
Development
 
of sectoral
 
near,
 
mid and
 
long-term financed
 
emissions reduction
 
pathways,
 
in line
 
with
science-based decarbonisation
 
pathways.
b)
Performing perimeter analysis of Taxonomy
 
-related sectors, counterparties and financings
 
affecting the
Green
 
Asset
 
Ratio
 
and
 
developing
 
action
 
plans
 
for
 
increasing
 
Taxonomy
 
-aligned
 
financings
 
in
 
the
future.
c)
Further
 
integrating
 
ESG, CR&E risks
 
and sustainable
 
financing considerations
 
in the
 
business planning
process (e.g., project budgeting and prioritisation), to reflect the Group’s business strategy and relevant
targets.
Committed
 
to being
 
transparent
 
about its
 
approach
 
and to
 
ensure
 
that
 
decision-
 
making is
 
in line
 
with
 
best
practices in environmental
 
protection and sustainability,
 
Eurobank has developed
 
guiding frameworks,
 
defining
the approach
 
and criteria for classifying its financing and
 
investing activities as sustainable:
The Sustainable Finance
 
Framework
Through
 
its
 
Sustainable
 
Finance
 
Framework
 
(SFF),
 
the
 
Group
 
is
 
able
 
to
 
classify
 
sustainable
 
lending
 
solutions
offered
 
to
 
its
 
clients,
 
specifying
 
the
 
applied
 
classification
 
approach
 
and
 
the
 
activities
 
defined
 
as
 
eligible
 
to
access
 
sustainable
 
financing.
 
The
 
purpose
 
of
 
establishing
 
the
 
SFF
 
is
 
to
 
provide
 
a
 
clear
 
and
 
comprehensive
methodology
 
for
 
classifying,
 
monitoring, and
 
reporting
 
sustainable financing
 
in line
 
with
 
the
 
financed
 
impact
strategy.
 
The SFF has been
 
drawn from international best practices and is based
 
on two key guiding frameworks:
The ICMA
 
principles on sustainable financing (Green
 
Bond Principles, Green Loan
 
Principles and Sustainability-
linked
 
Bond
 
Principles)
 
and
 
the
 
EU
 
Taxonomy.
 
Currently,
 
the
 
SFF follows
 
the
 
EU
 
Taxonomy
 
criteria
 
on a
 
best
effort
 
basis. The
 
Group aims to further
 
align the SFF with the
 
EU Taxonomy
 
requirements.
 
Along the same lines,
Eurobank will closely monitor
 
the developments
 
of the EU Taxonomy,
 
to update its SFF and embed the
 
relevant
requirements to the
 
extent possible. The
 
SFF defines two levels of transaction
 
alignment:
SFF alignment - Fulfilment of criteria
 
dictated by best market practice
 
EU Taxonomy
 
alignment -
 
Fulfilment of
 
criteria associated
 
with each
 
of the
 
EU Taxonomy
 
assessment
steps (substantial contribution, DNSH, minimum social safeguards)
Through
 
the
 
dedicated
 
purpose
 
financing
 
approach
 
(i.e.
 
known
 
use
 
of
 
proceeds)
 
the
 
Group
 
assesses
 
and
classifies financings / transactions as “Not
 
SFF aligned”, “SFF aligned” or “SFF & EU Taxonomy
 
aligned”.
For
 
general
 
purpose
 
financing
 
/
 
transactions
 
(i.e.
 
not
 
known
 
use
 
of
 
proceeds)
 
the
 
SFF
 
defines
 
two
 
other
approaches:
a)
Company Business mix -
 
Financing to companies that fulfil the eligibility
 
green/ social criteria and derive
the majority of their
 
revenues from
 
eligible activities.
b)
Sustainability-linked
 
loans -
 
Financing linked
 
to ambitious
 
and predefined
 
Sustainability Performance
Targets
 
(SPTs).
As part of
 
the integration of sustainable financing and the SFF
 
into its core operations, the Group has developed
governance
 
structures and functions
 
as well as a digital
 
tool (Sustainable Finance
 
Framework
 
assessment tool)
that facilitate
 
the day-to-day implementation
 
of the SFF.
The
 
SFF
 
assessment
 
tool
 
supports
 
the
 
process
 
of
 
assessing
 
the
 
financings
 
/
 
transactions
 
against
 
the
 
criteria
defined in
 
the
 
SFF and
 
the
 
EU Taxonomy
 
and incorporates
 
both
 
the
 
internal criteria
 
defined by
 
the
 
Group,
 
as
well
 
as
 
the
 
assessment
 
steps
 
and
 
criteria
 
defined
 
by
 
the
 
EU
 
Taxonomy
 
regulation.
 
Through
 
the
 
Sustainable
Finance Framework assessment tool, users categorise financing to
 
the applicable eligible activity
 
and are guided
through
 
the
 
assessment
 
steps which
 
involve
 
substantiating
 
alignment with
 
the
 
criteria of
 
each step,
 
including
Taxonomy
 
alignment
 
assessment
 
(Technical
 
Screening
 
Criteria,
 
Do
 
Not
 
Significant
 
Harm
 
criteria,
 
Minimum
Social Safeguards).
Going forward,
 
the
 
Group’s
 
key priorities
 
include the
 
development
 
of a
 
strong
 
and realistic
 
sectoral
 
roadmap
towards
 
net zero
 
and the
 
increasing
 
client support
 
towards
 
climate transition
 
and sustainable
 
financing. This
plan also entails the gradual,
 
over the
 
years increase of the
 
Group’s Taxonomy
 
-aligned assets.
Approach for
 
the preparation
 
of disclosures relating to Article
 
8 of the Taxonomy
 
Regulation
The
 
preparation
 
of
 
mandatory
 
reporting
 
of
 
taxonomy
 
eligibility
 
and
 
alignment
 
is
 
based
 
on
 
the
 
prudential
consolidation
 
for
 
the
 
Group,
 
in
 
accordance
 
with
 
the
 
supervisory
 
reporting
 
of
 
institutions
 
according
 
to
 
the
Commission Implementing Regulation
 
(EU) 2021/451 (FINREP).
 
 
 
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The
 
Group, upon reviewing
 
its business activities,
 
to align Taxonomy
 
reporting with
 
its core activities,
 
provides
the
 
key
 
performance
 
indicators
 
(KPIs)
 
and
 
other
 
disclosure
 
requirements
 
related
 
to
 
its
 
dominant
 
financial
undertakings as laid down in the
 
Art. 8 Delegated Act.
 
For
 
the
 
current
 
year,
 
credit institutions
 
shall disclose
 
the
 
aggregate
 
GAR for
 
covered
 
on-balance
 
sheet assets
and the breakdown by environmental
 
objective and by type of counterparty.
 
In addition, credit institutions shall
disclose the percentage
 
of their total assets that
 
are excluded from the
 
numerator
 
and the denominator of the
GAR. Credit
 
institutions shall
 
also disclose
 
a complementary
 
ratio
 
on the
 
level
 
of association
 
with
 
Taxonomy-
aligned
 
economic
 
activities
 
of
 
off-balance
 
sheet
 
exposures.
 
These
 
exposures
 
include
 
financial
 
guarantees
granted by the financial institution and assets under management. As per Delegated Regulation (EU) 2021/2178,
the calculation of KPIs for off
 
-balance sheet exposures shall consider financial guarantees granted
 
by the credit
institution
 
and
 
assets
 
under
 
management
 
for
 
guarantee
 
and
 
investee
 
non-financial
 
undertakings.
 
Other
 
off-
balance sheet exposures
 
such as commitments shall be excluded from
 
that calculation.
The
 
application
 
of the
 
EU taxonomy
 
differs
 
for
 
general
 
purpose
 
financing and
 
specific
 
purpose financing
 
(i.e.
‘known use
 
of proceeds’).
 
Specifically,
 
for
 
general
 
purpose financing,
 
the
 
Group
 
uses counterparties’
 
reported
eligibility and alignment information
 
from the latest published
 
taxonomy information. Specifically
 
for corporate
counterparties,
 
the Group
 
uses actual information
 
that has
 
been disclosed
 
and collected
 
by its counterparties
reporting
 
under
 
the
 
Non-Financial
 
Reporting
 
Directive
 
(NFRD).
 
This
 
information
 
may
 
not
 
include
 
economic
activities under the
 
new Delegated
 
Acts for
 
the additional
 
four environmental
 
objectives,
 
as this information
 
is
currently limited.
 
In
 
order
 
to
 
determine
 
which
 
companies
 
are
 
subject
 
to
 
the
 
NFRD,
 
an
 
assessment
 
is
 
carried
 
out
 
in
 
order
 
to
determine that all of the following criteria
 
are met: a) if the country of incorporation of the counterparty is in the
EU, and b) whether
 
the enterprise
 
is either
 
a listed company,
 
a credit institution,
 
or an insurance
 
company, and
c) whether
 
the entity’s
 
net revenue
 
exceeds €40m or
 
its total assets
 
exceed €20m and
 
d) the
 
counterparty has
over 500
 
employees. The
 
identification of companies
 
subject to NFRD and
 
companies not subject to
 
NFRD has
been
 
carried
 
based
 
on
 
internal
 
customer
 
segmentation
 
in
 
the
 
core
 
banking
 
systems
 
as
 
well
 
as
 
external
information.
 
The
 
Taxonomy
 
-aligned
 
assets
 
presented
 
include
 
the
 
reported
 
alignment
 
for
 
exposures
 
to
 
non-financial
companies
 
subject
 
to
 
NFRD
 
based
 
on
 
the
 
Turnover
 
and
 
capital
 
expenditure
 
(CapEx)
 
KPI
 
published
 
by
 
the
counterparties.
 
The
 
Taxonomy
 
KPI
 
operating
 
expenses
 
(OpEx)
 
is
 
not
 
used
 
for
 
assessing
 
Taxonomy
 
-aligned
activities.
 
For
 
financial
 
undertakings
 
subject
 
to
 
NFRD,
 
the
 
Group’s
 
exposures
 
have
 
been
 
weighted
 
to
 
the
counterparty’s proportion
 
of Taxonomy
 
-aligned assets.
 
For financial
 
undertakings the
 
information is
 
limited as this is the
 
first year of alignment
 
reporting, and most of
the financial undertakings have
 
not yet published their
 
2023 annual reports. Therefore,
 
the Taxonomy
 
reporting
for
 
financial undertakings
 
is based
 
on data
 
publicly available
 
from
 
2022 which
 
do not
 
include information
 
for
alignment.
Financial and non-financial
 
undertakings that
 
do not meet
 
the aforementioned
 
requirements
 
are identified
 
as
non-NFRD. Undertakings that are not required
 
to report under the EU Taxonomy
 
regulation (non-NFRD) are not
included
 
in
 
the
 
calculation
 
of
 
eligible
 
and
 
aligned
 
assets
 
since
 
estimations
 
in
 
mandatory
 
reporting
 
are
 
not
allowed.
 
Therefore,
 
assets
 
on
 
the
 
Group’s
 
balance
 
sheet
 
to
 
non-NFRD
 
undertakings
 
are
 
not
 
assessed
 
for
taxonomy
 
eligibility.
 
Assets
 
of
 
non-NFRD
 
counterparties,
 
derivatives,
 
hedge
 
accounting
 
and
 
on-demand
interbank loans are not included
 
in the calculation
 
of Taxonomy
 
-eligible and Taxonomy
 
-aligned assets.
 
For
 
specific
 
purpose
 
financing
 
where
 
the
 
use
 
of
 
proceeds
 
is
 
known,
 
project-specific
 
KPIs
 
are
 
used
 
in
 
the
assessment
 
for
 
Taxonomy
 
-eligibility
 
and
 
Taxonomy
 
-alignment
 
to
 
the
 
extent
 
that
 
Taxonomy
 
eligibility
 
and
Taxonomy
 
alignment can
 
be demonstrated
 
for
 
the underlying
 
transaction.
 
As part
 
of the
 
Sustainable Finance
alignment procedures,
 
standalone dedicated
 
purpose financings
 
are assessed
 
to evaluate
 
alignment with
 
the
EU
 
Taxonomy
 
requirements.
 
The
 
assessment
 
is
 
carried
 
out
 
with
 
prudential
 
principles,
 
based
 
on
 
available
documentary
 
evidence
 
provided
 
by
 
the
 
counterparties,
 
required
 
to
 
ensure
 
adherence
 
to
 
EU
 
Taxonomy
 
and
based
 
on
 
applicable
 
National
 
Legislation
 
in
 
specific
 
financing
 
cases
 
(i.e.
 
Resilience
 
and
 
Recovery
 
Fund
investments, which embed
 
the Do No Significant Harm assessment).
In relation
 
to households, loans
 
collateralised
 
by residential
 
real estate,
 
loans granted
 
for renovation
 
purposes
and loans granted with purpose
 
to finance the purchase
 
of vehicles were
 
assessed for taxonomy-alignment.
In
 
the
 
current
 
year,
 
the
 
Group
 
is
 
also
 
reporting
 
its
 
exposure
 
to
 
economic
 
activities
 
related
 
to
 
fossil
 
gas
 
and
nuclear
 
energy
 
for
 
the
 
first
 
time,
 
according
 
to
 
Commission
 
Delegated
 
Regulation
 
(EU)
 
2022/1214.
 
Hence,
 
the
taxonomy-non-eligible nuclear energy related activities are included in the denominator of our key performance
indicators. The Group
 
also uses the relevant templates included in the Delegated Act to disclose information for
nuclear and fossil gas related
 
activities.
 
The Group’s approach
 
for the disclosures prepared as of 31 December 2023
 
is based on
 
the best effort to adhere
to the
 
applicable regulations
 
and new regulatory
 
developments.
 
In accordance
 
with the
 
guidance published
 
in
December 2023
 
FAQs,
 
no estimates were
 
included in the calculation
 
of eligibility and alignment
 
for mandatory
disclosures presented.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
32
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€ = Euro
 
m = million
 
bn = billion
The
 
Group
 
continues
 
its
 
work
 
on
 
implementing
 
the
 
EU
 
taxonomy
 
requirements
 
and
 
further
 
enhancing
 
its
reporting methodology to ensure transparency
 
and completeness of the information disclosed as further
 
robust
information
 
becomes
 
available from
 
counterparties.
 
For
 
the
 
Group’s
 
processes
 
to ensure
 
data quality,
 
please
refer to the
 
“ESG data” section.
Results
The Group’s
 
total green asset ratio
 
based on turnover
 
and total green asset
 
ratio based
 
on CAPEX, as at year-
end 2023 cover
 
the two
 
climate-related EU
 
environmental
 
objectives (CCM
 
and CCA) and are
 
presented in the
summary below:
Summary EU Taxonomy
 
KPIs
31 December 2023
Assets
Gross carrying amount
(in € million)
Turnover
 
KPIs
Capex KPIs
GAR - Covered assets in both
 
numerator and
denominator
21,655
Assets excluded from the numerator
 
for GAR
calculation (covered
 
in the denominator)
38,795
Taxonomy
 
-eligible assets
12,605
20.90%
14,481
24.00%
Taxonomy
 
-aligned assets
1,484
2.50%
2,088
3.50%
Total
 
GAR assets
60,449
Total assets
81,165
Impairment for loans and advances at
amortised cost, debt instruments and other
adjustments, according to EU taxonomy
methodology
(1,384)
Total assets according
 
to the Consolidated
balance sheet as at 31 December 2023
79,781
The
 
reported main and
 
additional KPIs calculated
 
on 31 December
 
2023 for
 
the Group,
 
including the
 
reporting
templates
 
as
 
set
 
out
 
in
 
the
 
Taxonomy
 
Regulation
 
and
 
FAQs,
 
are
 
presented
 
in
 
the
 
Appendix
 
1.
 
Eligibility
information
 
for
 
the
 
additional four
 
environmental
 
objectives
 
have not
 
been reported
 
for
 
2023 as
 
there
 
are no
available
 
data
 
by
 
the
 
counterparties,
 
based
 
on
 
the
 
latest
 
published
 
taxonomy
 
information.
 
Moreover,
comparative
 
information for
 
2022 is not reported.
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
33
|
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€ = Euro
 
m = million
 
bn = billion
Corporate Governance
 
Statement
In
 
compliance
 
with
 
the
 
art.
 
17
 
of
 
the
 
Law
 
4706/2020
 
for
 
the
 
listed
 
companies,
 
which
 
stipulates
 
that
 
listed
companies should adopt and
 
implement a corporate governance code, prepared by a recognized
 
and reputable
body, and following a relevant
 
resolution of the Board of Directors of Eurobank
 
Holdings on 29 September 2021,
Eurobank
 
Holdings
 
has adopted
 
and implements
 
the
 
Hellenic Corporate
 
Governance
 
Code (Code).
 
The
 
Code
has been posted on Eurobank Holdings’
 
website (www.eurobankholdings.gr
 
).
 
The Corporate
 
Governance Statement
 
for the year
 
2023, attached herewith,
 
is an integral part of the Directors’
Report, and outlines how the principles stipulated by the Code were
 
applied, during 2023, to Eurobank Holdings
and to Eurobank S.A. (100% subsidi
 
ary of Eurobank Holdings).
Georgios Zanias
 
Fokion
 
Karavias
Chairman
 
Chief Executive Officer
28 March 2024
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
34
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Page
 
€ = Euro
 
m = million
 
bn = billion
APPENDIX 1
Reporting templates in accordance with Delegated Regulation
 
(EU) 2021/2178, Annexes VI and XII
0. Summary of KPIs to be disclosed by credit institutions
 
under Article 8 Taxonomy
 
Regulation
Total environmentally sustainable
assets
¹
KPI
³
KPI
⁽⁴⁾
% coverage (over total
assets)
 
⁽⁵⁾
% of assets excluded from the
numerator of the GAR (Article 7
²
 
and
³
 
and Section 1.1.2. of Annex V)
% of assets excluded from
the denominator of the GAR
(Article 7
¹
 
and Section 1.2.4
of Annex V)
Main KPI
Green asset ratio (GAR) stock
1,484
2.5
3.5
74.5
47.8
25.5
Total environmentally sustainable
activities
²
KPI
³
KPI
⁽⁴⁾
% coverage (over total
assets)
% of assets excluded from the
numerator of the GAR (Article 7
²
 
and
³
 
and Section 1.1.2. of Annex V)
% of assets excluded from
the denominator of the GAR
(Article 7
¹
 
and Section 1.2.4
of Annex V)
Additional
KPIs
GAR (flow)
650
6.9
11.0
31.5
N/A
N/A
Trading book
 
⁽⁶⁾
Financial guarantees
 
⁽⁷⁾
44
1.9
6.5
Assets under management
 
⁽⁷⁾
24
0.4
2.1
Fees and commissions income
 
⁽⁶⁾
(1)
 
Total environmentally
 
sustainable assets used for turnover
 
KPI. Total environmentally
 
sustainable assets used for Capex KPI amounts to €2,088m
(2) Total environmentally
 
sustainable assets used for turnover
 
KPI. Total environmentally
 
sustainable assets used for Capex KPI amounts to €1,042m for
 
GAR flow
(3) Based on the Turnover
 
KPI of the counterparty
(4) Based on the CapEx KPI of the counterparty
(5) % of assets covered by
 
the KPI over
 
Group’s total assets
(6) "Trading book"
 
and "fees and commissions income" KPIs shall apply from
 
financial year 2025 onwards
(7) Total
 
environmentally sustainable assets
 
used for turnover
 
KPI. Total
 
environmentally sustainable
 
assets used for Financial guarantees
 
- Capex KPI amounts to €152m and
 
for assets under
management is €116m.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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35
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Page
 
€ = Euro
 
m = million
 
bn = billion
1.Assets for the
 
calculation of GAR - Turnover
Million EUR
Total [gross]
carrying
amount
31 December 2023
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Of which towards taxonomy
 
relevant sectors (Taxonomy
 
-eligible)
Of which towards taxonomy
 
relevant
sectors (Taxonomy
 
-eligible)
Of which towards taxonomy
 
relevant sectors (Taxonomy
 
-eligible)
Of which environmentally
 
sustainable (Taxonomy
 
-aligned)
Of which environmentally
sustainable (Taxonomy
 
-aligned)
Of which environmentally sustainable
 
(Taxonomy
 
-aligned)
Of which Use of
Proceeds
Of which
transitional
Of which
enabling
Of which Use of
Proceeds
Of which
enabling
Of which Use of
Proceeds
Of which
transitional
Of which
enabling
GAR- Covered assets in both
 
numerator and
denominator
1
Loans and advances, debt securities and
 
equity
instruments no HfT eligible for
 
GAR calculation
 
21,065
 
 
11,393
 
 
1,474
 
 
1,327
 
 
9
 
 
62
 
 
173
 
 
10
 
 
-
 
 
1
 
 
12,015
 
 
1,484
 
 
1,327
 
 
9
 
 
63
 
2
Financial undertakings
 
2,519
 
 
9
 
 
4
 
 
-
 
 
0
 
 
0
 
 
5
 
 
-
 
 
-
 
 
-
 
 
463
 
 
4
 
 
-
 
 
0
 
 
0
 
3
Credit institutions
 
2,447
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
446
 
 
-
 
 
-
 
 
-
 
 
-
 
4
 
Loans and advances
 
987
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
169
 
 
-
 
 
-
 
 
-
 
 
-
 
5
 
Debt securities, including UoP
 
1,451
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
275
 
 
-
 
 
-
 
 
-
 
 
-
 
6
 
Equity instruments
 
9
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
1
 
 
-
 
 
-
 
 
-
 
7
Other financial corporations
 
71
 
 
9
 
 
4
 
 
-
 
 
0
 
 
0
 
 
5
 
 
-
 
 
-
 
 
-
 
 
18
 
 
4
 
 
-
 
 
0
 
 
0
 
8
 
of which investment firms
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
9
Loans and advances
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
10
Debt securities, including UoP
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
11
Equity instruments
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
12
of which management companies
 
14
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
1
 
 
-
 
 
-
 
 
-
 
 
-
 
13
 
Loans and advances
 
12
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
1
 
 
-
 
 
-
 
 
-
 
 
-
 
14
 
Debt securities, including UoP
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
15
 
Equity instruments
 
1
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
0
 
 
-
 
 
-
 
 
-
 
16
of which insurance undertakings
 
12
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
2
 
 
-
 
 
-
 
 
-
 
 
-
 
17
Loans and advances
 
0
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
0
 
 
-
 
 
-
 
 
-
 
 
-
 
18
Debt securities, including UoP
 
12
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
2
 
 
-
 
 
-
 
 
-
 
 
-
 
19
Equity instruments
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
20
Non-financial undertakings
 
5,016
 
 
1,794
 
 
1,434
 
 
1,291
 
 
9
 
 
62
 
 
167
 
 
10
 
 
-
 
 
1
 
 
1,961
 
 
1,444
 
 
1,291
 
 
9
 
 
63
 
21
 
Loans and advances
 
4,286
 
 
1,663
 
 
1,377
 
 
1,291
 
 
2
 
 
56
 
 
95
 
 
1
 
 
-
 
 
-
 
 
1,758
 
 
1,378
 
 
1,291
 
 
2
 
 
56
 
22
 
Debt securities, including UoP
 
721
 
 
126
 
 
57
 
 
-
 
 
6
 
 
5
 
 
72
 
 
9
 
 
-
 
 
1
 
 
198
 
 
66
 
 
-
 
 
6
 
 
6
 
23
 
Equity instruments
 
9
 
 
5
 
 
0
 
 
0
 
 
0
 
 
0
 
 
-
 
 
-
 
 
5
 
 
0
 
 
0
 
 
0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
36
|
Page
 
€ = Euro
 
m = million
 
bn = billion
Million EUR
Total [gross]
carrying
amount
31 December 2023
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Of which towards taxonomy
 
relevant sectors (Taxonomy
 
-eligible)
Of which towards taxonomy
 
relevant
sectors (Taxonomy
 
-eligible)
Of which towards taxonomy
 
relevant sectors (Taxonomy
 
-eligible)
Of which environmentally
 
sustainable (Taxonomy
 
-aligned)
Of which environmentally
sustainable (Taxonomy
 
-aligned)
Of which environmentally sustainable
 
(Taxonomy
 
-aligned)
Of which Use of
Proceeds
Of which
transitional
Of which
enabling
Of which Use of
Proceeds
Of which
enabling
Of which Use of
Proceeds
Of which
transitional
Of which
enabling
24
Households
 
13,512
 
 
9,590
 
 
36
 
 
36
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
9,590
 
 
36
 
 
36
 
 
-
 
 
-
 
25
of which loans collateralised
 
by
residential immovable property
 
9,162
 
 
9,162
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
9,162
 
 
-
 
 
-
 
 
-
 
 
-
 
26
of which
 
building renovation loans
 
36
 
 
36
 
 
36
 
 
36
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
36
 
 
36
 
 
36
 
 
-
 
 
-
 
27
of which motor vehicle loans
 
392
 
 
392
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
392
 
 
-
 
 
-
 
 
-
 
 
-
 
28
Local governments financing
 
18
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
29
Housing financing
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
30
Other local govemment
 
financing
 
18
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
31
Collateral obtained
 
by taking possession:
residential and commercial immovable
properties
 
590
 
 
590
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
590
 
 
-
 
 
-
 
 
-
 
 
-
 
32
Assets excluded from the numerator
 
for GAR
calculation (covered
 
in the denominator)
 
38,795
 
33
Financial and Non-financial undertakings
 
28,901
 
34
SMEs and NFCs (other
 
than SMEs) not
subject to NFRD disclosure obligations
 
23,799
 
35
 
Loans and advances
 
21,576
 
36
of which loans collateralised
 
by
commercial immovable property
 
7,074
 
37
of which building renovation
 
loans
 
-
 
38
 
Debt securities
 
2,038
 
39
 
Equity instruments
 
185
 
40
Non-EU country counterparties not
 
subject
to NFRD disclosure obligations
 
5,102
 
41
 
Loans and advances
 
4,732
 
42
 
Debt securities
 
321
 
43
 
Equity instruments
 
49
 
44
Derivatives
 
897
 
45
On demand interbank loans
 
19
 
46
Cash and cash-related assets
 
502
 
47
Other categories of assets (e.g. goodwill,
commodities etc.)
 
8,476
 
48
Total GAR
 
assets
 
60,449
 
 
11,983
 
 
1,474
 
 
1,327
 
 
9
 
 
62
 
 
173
 
 
10
 
 
-
 
 
1
 
 
12,605
 
 
1,484
 
 
1,327
 
 
9
 
 
63
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
37
|
Page
 
€ = Euro
 
m = million
 
bn = billion
Million EUR
Total [gross]
carrying
amount
31 December 2023
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Of which towards taxonomy
 
relevant sectors (Taxonomy
 
-eligible)
Of which towards taxonomy
 
relevant
sectors (Taxonomy
 
-eligible)
Of which towards taxonomy
 
relevant sectors (Taxonomy
 
-eligible)
Of which environmentally
 
sustainable (Taxonomy
 
-aligned)
Of which environmentally
sustainable (Taxonomy
 
-aligned)
Of which environmentally sustainable
 
(Taxonomy
 
-aligned)
Of which Use of
Proceeds
Of which
transitional
Of which
enabling
Of which Use of
Proceeds
Of which
enabling
Of which Use of
Proceeds
Of which
transitional
Of which
enabling
49
Assets not covered for
 
GAR calculation
 
20,715
 
50
Central governments
 
and Supranational
issuers
 
9,914
 
51
Central banks exposure
 
10,422
 
52
Trading book
 
379
 
53
Total assets
 
81,165
 
 
11,983
 
 
1,474
 
 
1,327
 
 
9
 
 
62
 
 
173
 
 
10
 
 
-
 
 
1
 
 
12,605
 
 
1,484
 
 
1,327
 
 
9
 
 
63
 
Off-balance sheet exposures
 
-Undertakings subject to
 
NFRD disclosure obligations
54
Financial guarantees
 
2,323
 
 
360
 
 
44
 
 
-
 
 
3
 
 
4
 
 
28
 
 
0
 
 
-
 
 
0
 
 
387
 
 
44
 
 
-
 
 
3
 
 
4
 
55
Assets under management
 
5,441
 
 
142
 
 
21
 
 
-
 
 
3
 
 
7
 
 
27
 
 
2
 
 
-
 
 
0
 
 
169
 
 
24
 
 
-
 
 
3
 
 
7
 
56
Of which debt securities
 
 
629
 
 
107
 
 
10
 
 
-
 
 
1
 
 
1
 
 
13
 
 
1
 
 
-
 
 
0
 
 
120
 
 
11
 
 
-
 
 
1
 
 
1
 
57
Of which equity instruments
 
237
 
 
35
 
 
11
 
 
-
 
 
2
 
 
6
 
 
14
 
 
1
 
 
-
 
 
0
 
 
49
 
 
13
 
 
-
 
 
2
 
 
6
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
38
|
Page
 
€ = Euro
 
m = million
 
bn = billion
1.Assets for the
 
calculation of GAR - Capex
Million EUR
Total
[gross]
carrying
amount
31 December 2023
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Of which towards taxonomy relevant sectors (Taxonomy-
eligible)
Of which towards taxonomy relevant
sectors (Taxonomy-eligible)
Of which towards taxonomy relevant sectors (Taxonomy-
eligible)
Of which environmentally
 
sustainable (Taxonomy-aligned)
Of which environmentally
sustainable (Taxonomy-
aligned)
Of which environmentally sustainable
(Taxonomy-aligned)
Of which
Use of
Proceeds
Of which
transitional
Of which
enabling
Of which Use
of Proceeds
Of which
enabling
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
GAR- Covered assets in both numerator
and denominator
1
Loans and advances, debt securities and
equity instruments no HfT eligible for GAR
calculation
 
21,065
 
 
12,469
 
 
2,081
 
 
1,327
 
 
26
 
 
78
 
 
333
 
 
7
 
 
-
 
 
1
 
 
13,251
 
 
2,088
 
 
1,327
 
 
26
 
 
79
 
2
Financial undertakings
 
2,519
 
 
19
 
 
18
 
 
-
 
 
1
 
 
-
 
 
4
 
 
-
 
 
-
 
 
-
 
 
472
 
 
18
 
 
-
 
 
1
 
 
-
 
3
Credit institutions
 
2,447
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
446
 
 
-
 
 
-
 
 
-
 
 
-
 
4
 
Loans and advances
 
987
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
169
 
 
-
 
 
-
 
 
-
 
 
-
 
5
 
Debt securities, including UoP
 
1,451
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
275
 
 
-
 
 
-
 
 
-
 
 
-
 
6
 
Equity instruments
 
9
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
1
 
 
-
 
 
-
 
 
-
 
7
Other financial corporations
 
71
 
 
19
 
 
18
 
 
-
 
 
1
 
 
-
 
 
4
 
 
-
 
 
-
 
 
-
 
 
26
 
 
18
 
 
-
 
 
1
 
 
-
 
8
 
of which investment firms
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
9
Loans and advances
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
10
Debt securities, including UoP
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
11
Equity instruments
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
12
of which management companies
 
14
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
1
 
 
-
 
 
-
 
 
-
 
 
-
 
13
 
Loans and advances
 
12
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
1
 
 
-
 
 
-
 
 
-
 
 
-
 
14
 
Debt securities, including UoP
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
15
 
Equity instruments
 
1
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
16
of which insurance undertakings
 
12
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
2
 
 
-
 
 
-
 
 
-
 
 
-
 
17
Loans and advances
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
18
Debt securities, including UoP
 
12
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
2
 
 
-
 
 
-
 
 
-
 
 
-
 
19
Equity instruments
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
20
Non-financial undertakings
 
5,016
 
 
2,860
 
 
2,027
 
 
1,291
 
 
25
 
 
78
 
 
329
 
 
7
 
 
-
 
 
1
 
 
3,189
 
 
2,034
 
 
1,291
 
 
25
 
 
78
 
21
 
Loans and advances
 
4,286
 
 
2,498
 
 
1,811
 
 
1,291
 
 
3
 
 
67
 
 
247
 
 
1
 
 
-
 
 
-
 
 
2,745
 
 
1,811
 
 
1,291
 
 
3
 
 
67
 
22
 
Debt securities, including UoP
 
721
 
 
357
 
 
216
 
 
-
 
 
21
 
 
11
 
 
82
 
 
6
 
 
-
 
 
1
 
 
440
 
 
222
 
 
-
 
 
21
 
 
11
 
23
 
Equity instruments
 
9
 
 
5
 
 
1
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
5
 
 
1
 
 
-
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
39
|
Page
 
€ = Euro
 
m = million
 
bn = billion
Million EUR
Total
[gross]
carrying
amount
31 December 2023
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Of which towards taxonomy relevant sectors (Taxonomy-
eligible)
Of which towards taxonomy relevant
sectors (Taxonomy-eligible)
Of which towards taxonomy relevant sectors (Taxonomy-
eligible)
Of which environmentally
 
sustainable (Taxonomy-aligned)
Of which environmentally
sustainable (Taxonomy-
aligned)
Of which environmentally sustainable
(Taxonomy-aligned)
Of which
Use of
Proceeds
Of which
transitional
Of which
enabling
Of which Use
of Proceeds
Of which
enabling
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
24
Households
 
13,512
 
 
9,590
 
 
36
 
 
36
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
9,590
 
 
36
 
 
36
 
 
-
 
 
-
 
25
of which loans collateralised by
residential immovable property
 
9,162
 
 
9,162
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
9,162
 
 
-
 
 
-
 
 
-
 
 
-
 
26
of which
 
building renovation
loans
 
36
 
 
36
 
 
36
 
 
36
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
36
 
 
36
 
 
36
 
 
-
 
 
-
 
27
of which motor vehicle loans
 
392
 
 
392
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
392
 
 
-
 
 
-
 
 
-
 
 
-
 
28
Local governments financing
 
18
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
29
Housing financing
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
30
Other local govemment financing
 
18
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
31
Collateral obtained by taking
possession: residential and commercial
immovable properties
 
590
 
 
590
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
590
 
 
-
 
 
-
 
 
-
 
 
-
 
32
Assets excluded from the numerator for
GAR calculation (covered in the
denominator)
 
38,795
 
33
Financial and Non-financial
undertakings
 
28,901
 
34
SMEs and NFCs (other than SMEs) not
subject to NFRD disclosure obligations
 
23,799
 
35
 
Loans and advances
 
21,576
 
36
of which loans collateralised by
commercial immovable property
 
7,074
 
37
of which building renovation loans
 
-
 
38
 
Debt securities
 
2,038
 
39
 
Equity instruments
 
185
 
40
Non-EU country counterparties not
subject to NFRD disclosure obligations
 
5,102
 
41
 
Loans and advances
 
4,732
 
42
 
Debt securities
 
321
 
43
 
Equity instruments
 
49
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
40
|
Page
 
€ = Euro
 
m = million
 
bn = billion
Million EUR
Total
[gross]
carrying
amount
31 December 2023
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Of which towards taxonomy relevant sectors (Taxonomy-
eligible)
Of which towards taxonomy relevant
sectors (Taxonomy-eligible)
Of which towards taxonomy relevant sectors (Taxonomy-
eligible)
Of which environmentally
 
sustainable (Taxonomy-aligned)
Of which environmentally
sustainable (Taxonomy-
aligned)
Of which environmentally sustainable
(Taxonomy-aligned)
Of which
Use of
Proceeds
Of which
transitional
Of which
enabling
Of which Use
of Proceeds
Of which
enabling
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
44
Derivatives
 
897
 
45
On demand interbank loans
 
19
 
46
Cash and cash-related assets
 
502
 
47
Other categories of assets (e.g. goodwill,
commodities etc.)
 
8,476
 
48
Total GAR
 
assets
 
60,449
 
 
13,059
 
 
2,081
 
 
1,327
 
 
26
 
 
78
 
 
333
 
 
7
 
 
-
 
 
1
 
 
13,841
 
 
2,088
 
 
1,327
 
 
26
 
 
79
 
49
Assets not covered for GAR calculation
 
20,715
 
50
Central governments and
Supranational issuers
 
9,914
 
51
Central banks exposure
 
10,422
 
52
Trading book
 
379
 
53
Total assets
 
81,165
 
 
13,059
 
 
2,081
 
 
1,327
 
 
26
 
 
78
 
 
333
 
 
7
 
 
-
 
 
1
 
 
13,841
 
 
2,088
 
 
1,327
 
 
26
 
 
79
 
Off-balance sheet exposures-Undertakings subject to
 
NFRD disclosure obligations
54
Financial guarantees
 
2,323
 
 
462
 
 
152
 
 
-
 
 
4
 
 
6
 
 
25
 
 
-
 
 
-
 
 
-
 
 
487
 
 
152
 
 
-
 
 
4
 
 
6
 
55
Assets under management
 
5,441
 
 
287
 
 
116
 
 
-
 
 
3
 
 
11
 
 
22
 
 
1
 
 
-
 
 
-
 
 
309
 
 
116
 
 
-
 
 
3
 
 
11
 
56
Of which debt securities
 
 
629
 
 
205
 
 
64
 
 
-
 
 
1
 
 
3
 
 
12
 
 
-
 
 
-
 
 
-
 
 
217
 
 
64
 
 
-
 
 
1
 
 
3
 
57
Of which equity instruments
 
237
 
 
82
 
 
52
 
 
-
 
 
2
 
 
8
 
 
10
 
 
1
 
 
-
 
 
-
 
 
92
 
 
53
 
 
-
 
 
2
 
 
8
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
41
|
Page
 
€ = Euro
 
m = million
 
bn = billion
2. GAR sector information - Turnover
31 December 2023
Breakdown by sector - NACE 4 digits level
(code and label)
Million EUR
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
 
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
Gross carrying amount
Gross carrying amount
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
1
Other B7 - Mining of metal ores
16
-
16
-
16
-
2
C10.6.1 - Manufacture
 
of grain mill
products
-
-
-
-
-
-
3
Other C11 - Manufacture of
beverages
4
-
4
-
4
-
4
C13.9.5
 
- Manufacture of non-wovens
and articles made from non-wovens,
except apparel
1
1
1
-
1
1
5
Other C17 - Manufacture of paper
and paper products
3
-
3
-
3
-
6
C18.1.0 - Printing and service activities
related to printing
1
-
1
-
1
-
7
C19.2.0 - Manufacture of refined
petroleum products
542
3
542
-
542
3
8
Other C19 - Manufacture of coke and
refined petroleum products
53
1
53
-
53
1
9
C20.4.2 - Manufacture of perfumes
and toilet preparations
27
-
27
-
27
-
10
C20.5.9 - Manufacture
 
of other
chemical products n.e.c.
2
2
2
-
2
2
11
Other C20 - Manufacture of
chemicals and chemical products
4
-
4
-
4
-
12
C22.2.1 - Manufacture of plastic
plates, sheets, tubes and profiles
-
-
-
-
-
-
13
C22.2.2 - Manufacture of plastic
packing goods
2
1
2
-
2
1
14
C23.5.0 - Manufacture of cement,
lime and plaster
-
-
-
-
-
-
15
C23.5.1 - Manufacture of cement
20
1
20
1
20
2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
42
|
Page
 
€ = Euro
 
m = million
 
bn = billion
31 December 2023
Breakdown by sector - NACE 4 digits level
(code and label)
Million EUR
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
 
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
Gross carrying amount
Gross carrying amount
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
16
Other C23 - Manufacture of other
non-metallic mineral products
106
5
106
5
106
9
17
C24.1.0 - Manufacture of basic iron
and steel and of ferro-alloys
89
9
89
-
89
9
18
C24.4.2 - Aluminium production
11
1
11
-
11
1
19
C24.4.4 - Copper production
47
-
47
-
47
-
20
C24.5.1 - Casting of iron
51
5
51
-
51
5
21
C27.2.0 - Manufacture of batteries
and accumulators
-
-
-
-
-
-
22
C27.3.2 - Manufacture of other
electronic and electric wires and
cables
92
35
92
-
92
35
23
Other C29 - Manufacture of motor
vehicles, trailers and semi-trailers
10
1
10
-
10
1
24
D35.1.1
 
- Production of electricity
1,100
1,087
1,100
-
1,100
1,087
25
D35.1.3 - Distribution of electricity
164
-
164
-
164
-
26
D35.1.4 - Trade
 
of electricity
441
-
441
-
441
-
27
Other D35 - Electricity, gas, steam
and air conditioning supply
250
15
250
2
250
17
28
F41.2.0 - Construction of residential
and non-residential buildings
1
-
1
-
1
-
29
F42.2.2 - Construction of utility
projects for electricity and
telecommunications
200
200
200
-
200
200
30
F42.9.9
 
- Construction of other civil
engineering projects n.e.c.
2
2
2
-
2
2
31
Other F42 - Civil engineering
39
4
39
-
39
4
32
F43.9.9
 
- Other specialised
construction activities n.e.c.
4
-
4
-
4
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
43
|
Page
 
€ = Euro
 
m = million
 
bn = billion
31 December 2023
Breakdown by sector - NACE 4 digits level
(code and label)
Million EUR
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
 
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
Gross carrying amount
Gross carrying amount
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
33
G45.1.1
 
- Sale of cars and light motor
vehicles
-
-
-
-
-
-
34
G45.3.0 - Sale of motor vehicle parts
and accessories
5
-
5
-
5
-
35
Other G45 - Wholesale and retail
trade and repair of motor vehicles
and motorcycles
1
-
1
-
1
-
36
G46.3.6 - Wholesale of sugar and
chocolate and sugar confectionery
14
-
14
-
14
-
37
G46.3.9 - Non-specialised wholesale
of food, beverages and tobacco
-
-
-
-
-
-
38
G46.4.5 - Wholesale of perfume and
cosmetics
-
-
-
-
-
-
39
G46.4.6 - Wholesale of
pharmaceutical goods
-
-
-
-
-
-
40
G46.4.7 - Wholesale of furniture,
carpets and lighting equipment
21
-
21
-
21
-
41
G46.5.1 - Wholesale of computers,
computer peripheral equipment and
software
3
-
3
-
3
-
42
G46.5.2 - Wholesale of electronic and
telecommunications equipment and
parts
4
-
4
-
4
-
43
G46.7.0
 
- Other specialised wholesale
2
-
2
-
2
-
44
G46.7.1
 
- Wholesale of solid, liquid
and gaseous fuels and related
products
66
1
66
-
66
1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
44
|
Page
 
€ = Euro
 
m = million
 
bn = billion
31 December 2023
Breakdown by sector - NACE 4 digits level
(code and label)
Million EUR
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
 
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
Gross carrying amount
Gross carrying amount
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
45
G46.7.2 - Wholesale of metals and
metal ores
11
1
11
-
11
1
46
G46.7.7
 
- Wholesale of waste and
scrap
4
-
4
-
4
-
47
G47.1.1
 
- Retail sale in non-specialised
stores with food, beverages
 
or
tobacco predominating
-
-
-
-
-
-
48
G47.7.1
 
- Retail sale of clothing in
specialised stores
2
-
2
-
2
-
49
G47.7.8
 
- Other retail sale of new
goods in specialised stores
2
-
2
-
2
-
50
Other H51 - Air transport
4
-
4
-
4
-
51
H52.1.0 - Warehousing
 
and storage
1
-
1
-
1
-
52
H52.2.1 - Service activities incidental
to land transportation
22
5
22
-
22
5
53
H52.2.3 - Service activities incidental
to air transportation
238
2
238
-
238
2
54
Other H52 - Warehousing and
support activities for transportation
2
2
2
-
2
2
55
H53.2.0 - Other postal and courier
activities
-
-
-
-
-
-
56
I55.1.0 - Hotels and similar
accommodation
43
-
43
-
43
-
57
Other J58 - Publishing activities
3
-
3
-
3
-
58
Other J61 - Telecommunications
28
-
28
-
28
-
59
J62.0.1 - Computer programming
activities
1
1
1
-
1
1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
45
|
Page
 
€ = Euro
 
m = million
 
bn = billion
31 December 2023
Breakdown by sector - NACE 4 digits level
(code and label)
Million EUR
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
 
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
Gross carrying amount
Gross carrying amount
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
60
Other J62 - Computer programming,
consultancy and related activities
20
-
20
-
20
-
61
K64.1.9
 
- Other monetary
intermediation
25
3
25
-
25
3
62
K64.2.0 - Activities of holding
companies
35
7
35
-
35
7
63
K64.3.0 - K64.3.0 - Trusts, funds and
similar financial entities
50
-
50
-
50
-
64
L68.1.0 - Buying and selling of own
real estate
185
-
185
-
185
-
65
L68.2.0 - Renting and operating of
own or leased real estate
116
-
116
-
116
-
66
L68.3.2 - Management of real estate
on a fee or contract basis
23
-
23
-
23
-
67
Other L68 - Real estate activities
9
1
9
-
9
1
68
M70.2.2 - Business and other
management consultancy activities
31
-
31
-
31
-
69
M71.2.0 - Technical testing and
analysis
2
-
2
-
2
-
70
Other M74 - Other professional,
scientific and technical activities
1
-
1
-
1
-
71
N77.1.1
 
- Renting and leasing of cars
and light motor vehicles
49
2
49
-
49
2
72
N79.1.1
 
- Travel agency activities
-
-
-
-
-
-
73
Other R92 - Gambling and betting
activities
421
-
421
-
421
-
74
Q86.1.0 - Hospital activities
54
-
54
-
54
-
75
Other unallocated
234
34
234
3
234
37
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
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Page
 
€ = Euro
 
m = million
 
bn = billion
2. GAR sector information - Capex
31 December 2023
Breakdown by sector - NACE 4 digits level
(code and label)
Million EUR
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
 
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
Gross carrying amount
Gross carrying amount
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
1
Other B7 - Mining of metal ores
16
-
16
-
16
-
2
C10.6.1 - Manufacture
 
of grain mill
products
-
-
-
-
-
-
3
Other C11 - Manufacture of
beverages
4
1
4
1
4
1
4
C13.9.5
 
- Manufacture of non-wovens
and articles made from non-wovens,
except apparel
1
1
1
-
1
1
5
Other C17 - Manufacture of paper
and paper products
3
-
3
-
3
-
6
C18.1.0 - Printing and service activities
related to printing
1
-
1
-
1
-
7
C19.2.0 - Manufacture of refined
petroleum products
542
277
542
-
542
277
8
Other C19 - Manufacture of coke and
refined petroleum products
53
40
53
-
53
40
9
C20.4.2 - Manufacture of perfumes
and toilet preparations
27
-
27
-
27
-
10
C20.5.9 - Manufacture
 
of other
chemical products n.e.c.
2
2
2
-
2
2
11
Other C20 - Manufacture of
chemicals and chemical products
4
-
4
-
4
-
12
C22.2.1 - Manufacture of plastic
plates, sheets, tubes and profiles
-
-
-
-
-
-
13
C22.2.2 - Manufacture of plastic
packing goods
2
1
2
-
2
1
14
C23.5.0 - Manufacture of cement,
lime and plaster
-
-
-
-
-
-
15
C23.5.1 - Manufacture of cement
20
3
20
-
20
3
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
47
|
Page
 
€ = Euro
 
m = million
 
bn = billion
31 December 2023
Breakdown by sector - NACE 4 digits level
(code and label)
Million EUR
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
 
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
Gross carrying amount
Gross carrying amount
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
16
Other C23 - Manufacture of other
non-metallic mineral products
106
17
106
-
106
17
17
C24.1.0 - Manufacture of basic iron
and steel and of ferro-alloys
89
9
89
-
89
9
18
C24.4.2 - Aluminium production
11
8
11
-
11
8
19
C24.4.4 - Copper production
47
-
47
-
47
-
20
C24.5.1 - Casting of iron
51
5
51
-
51
5
21
C27.2.0 - Manufacture of batteries
and accumulators
-
-
-
-
-
-
22
C27.3.2 - Manufacture of other
electronic and electric wires and
cables
92
33
92
-
92
33
23
Other C29 - Manufacture of motor
vehicles, trailers and semi-trailers
10
2
10
-
10
2
24
D35.1.1
 
- Production of electricity
1,100
1,097
1,100
-
1,100
1,097
25
D35.1.3 - Distribution of electricity
164
-
164
-
164
-
26
D35.1.4 - Trade
 
of electricity
441
-
441
-
441
-
27
Other D35 - Electricity, gas, steam
and air conditioning supply
250
79
250
3
250
81
28
F41.2.0 - Construction of residential
and non-residential buildings
1
-
1
-
1
-
29
F42.2.2 - Construction of utility
projects for electricity and
telecommunications
200
200
200
-
200
200
30
F42.9.9
 
- Construction of other civil
engineering projects n.e.c.
2
2
2
-
2
2
31
Other F42 - Civil engineering
39
24
39
-
39
24
32
F43.9.9
 
- Other specialised
construction activities n.e.c.
4
-
4
-
4
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
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|
Page
 
€ = Euro
 
m = million
 
bn = billion
31 December 2023
Breakdown by sector - NACE 4 digits level
(code and label)
Million EUR
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
 
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
Gross carrying amount
Gross carrying amount
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
33
G45.1.1
 
- Sale of cars and light motor
vehicles
-
-
-
-
-
-
34
G45.3.0 - Sale of motor vehicle parts
and accessories
5
-
5
-
5
1
35
Other G45 - Wholesale and retail
trade and repair of motor vehicles
and motorcycles
1
-
1
-
1
-
36
G46.3.6 - Wholesale of sugar and
chocolate and sugar confectionery
14
-
14
-
14
-
37
G46.3.9 - Non-specialised wholesale
of food, beverages and tobacco
-
-
-
-
-
-
38
G46.4.5 - Wholesale of perfume and
cosmetics
-
-
-
-
-
-
39
G46.4.6 - Wholesale of
pharmaceutical goods
-
-
-
-
-
-
40
G46.4.7 - Wholesale of furniture,
carpets and lighting equipment
21
-
21
-
21
-
41
G46.5.1 - Wholesale of computers,
computer peripheral equipment and
software
3
-
3
-
3
-
42
G46.5.2 - Wholesale of electronic and
telecommunications equipment and
parts
4
-
4
-
4
-
43
G46.7.0
 
- Other specialised wholesale
2
-
2
-
2
-
44
G46.7.1
 
- Wholesale of solid, liquid
and gaseous fuels and related
products
66
44
66
-
66
44
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
49
|
Page
 
€ = Euro
 
m = million
 
bn = billion
31 December 2023
Breakdown by sector - NACE 4 digits level
(code and label)
Million EUR
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
 
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
Gross carrying amount
Gross carrying amount
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
45
G46.7.2 - Wholesale of metals and
metal ores
11
1
11
-
11
1
46
G46.7.7
 
- Wholesale of waste and
scrap
4
-
4
-
4
-
47
G47.1.1
 
- Retail sale in non-specialised
stores with food, beverages
 
or
tobacco predominating
-
-
-
-
-
-
48
G47.7.1
 
- Retail sale of clothing in
specialised stores
2
-
2
-
2
-
49
G47.7.8
 
- Other retail sale of new
goods in specialised stores
2
-
2
-
2
-
50
Other H51 - Air transport
4
-
4
-
4
-
51
H52.1.0 - Warehousing
 
and storage
1
-
1
-
1
-
52
H52.2.1 - Service activities incidental
to land transportation
22
16
22
-
22
16
53
H52.2.3 - Service activities incidental
to air transportation
238
29
238
-
238
29
54
Other H52 - Warehousing and
support activities for transportation
2
2
2
-
2
2
55
H53.2.0 - Other postal and courier
activities
-
-
-
-
-
-
56
I55.1.0 - Hotels and similar
accommodation
43
-
43
-
43
-
57
Other J58 - Publishing activities
3
-
3
-
3
-
58
Other J61 - Telecommunications
28
-
28
-
28
-
59
J62.0.1 - Computer programming
activities
1
-
1
1
1
1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
50
|
Page
 
€ = Euro
 
m = million
 
bn = billion
31 December 2023
Breakdown by sector - NACE 4 digits level
(code and label)
Million EUR
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
Non-Financial corporates
 
(Subject to NFRD)
SMEs and other NFC not
subject to NFRD
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
[Gross] carrying amount
Gross carrying amount
Gross carrying amount
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCM)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable (CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
Mn EUR
Of which
environmentally
sustainable
 
(CCM + CCA)
60
Other J62 - Computer programming,
consultancy and related activities
20
-
20
-
20
-
61
K64.1.9
 
- Other monetary
intermediation
25
-
25
-
25
-
62
K64.2.0 - Activities of holding
companies
35
25
35
-
35
25
63
K64.3.0 - K64.3.0 - Trusts, funds and
similar financial entities
50
18
50
-
50
18
64
L68.1.0 - Buying and selling of own
real estate
185
-
185
-
185
-
65
L68.2.0 - Renting and operating of
own or leased real estate
116
2
116
-
116
2
66
L68.3.2 - Management of real estate
on a fee or contract basis
23
-
23
-
23
-
67
Other L68 - Real estate activities
9
1
9
-
9
1
68
M70.2.2 - Business and other
management consultancy activities
31
-
31
-
31
-
69
M71.2.0 - Technical testing and
analysis
2
-
2
-
2
-
70
Other M74 - Other professional,
scientific and technical activities
1
-
1
-
1
-
71
N77.1.1
 
- Renting and leasing of cars
and light motor vehicles
49
5
49
-
49
5
72
N79.1.1
 
- Travel agency activities
-
-
-
-
-
-
73
Other R92 - Gambling and betting
activities
421
-
421
-
421
-
74
Q86.1.0 - Hospital activities
54
-
54
-
54
-
75
Other unallocated
234
77
234
3
234
80
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
51
|
Page
 
€ = Euro
 
m = million
 
bn = billion
3. GAR KPI Stock - Turnover
 
% (compared to total covered assets in the
denominator)
31 December 2023
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-eligible)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
eligible)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-eligible)
Proportion of
total assets
covered
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
aligned)
Proportion of total covered assets
funding taxonomy relevant sectors
(Taxonomy-aligned)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
aligned)
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
Of which Use
of Proceeds
Of which enabling
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
GAR - Covered assets in both
numerator and denominator
1
Loans and advances, debt securities
and equity instruments not HfT
eligible for GAR calculation
18.8
2.4
2.2
0.0
0.1
0.3
0.0
-
0.0
19.9
2.5
2.2
0.0
0.1
26.0
2
Financial corporations
 
0.0
0.0
-
0.0
0.0
0.0
-
-
-
0.8
0.0
-
0.0
0.0
3.1
3
Credit institutions
-
-
-
-
-
-
-
-
-
0.7
-
-
-
-
3.0
4
Loans and advances
-
-
-
-
-
-
-
-
-
0.3
-
-
-
-
1.2
5
Debt securities, including
UoP
-
-
-
-
-
-
-
-
-
0.5
-
-
-
-
1.8
6
Equity instruments
-
-
-
-
-
-
-
-
0.0
-
-
-
0.0
7
Other financial corporations
0.0
0.0
-
0.0
0.0
0.0
-
-
-
0.0
0.0
-
0.0
0.0
0.1
8
of which investment firms
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9
Loans and advances
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10
Debt securities, including
UoP
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11
Equity instruments
-
-
-
-
-
-
-
-
-
-
-
-
-
12
of which
 
management
companies
-
-
-
-
-
-
-
-
-
0.0
-
-
-
-
0.0
13
Loans and advances
-
-
-
-
-
-
-
-
-
0.0
-
-
-
-
0.0
14
Debt securities, including
UoP
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
15
Equity instruments
-
-
-
-
-
-
-
-
0.0
-
-
-
0.0
16
of which insurance
undertakings
-
-
-
-
-
-
-
-
-
0.0
-
-
-
-
0.0
17
Loans and advances
-
-
-
-
-
-
-
-
-
0.0
-
-
-
-
0.0
18
Debt securities, including
UoP
-
-
-
-
-
-
-
-
-
0.0
-
-
-
-
0.0
19
Equity instruments
-
-
-
-
-
-
-
-
-
-
-
-
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
52
|
Page
 
€ = Euro
 
m = million
 
bn = billion
% (compared to total covered assets in the
denominator)
31 December 2023
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-eligible)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
eligible)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-eligible)
Proportion of
total assets
covered
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
aligned)
Proportion of total covered assets
funding taxonomy relevant sectors
(Taxonomy-aligned)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
aligned)
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
Of which Use
of Proceeds
Of which enabling
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
20
Non-financial corporations
3.0
2.4
2.1
0.0
0.1
0.3
0.0
-
0.0
3.2
2.4
2.1
0.0
0.1
6.2
21
Loans and advances
2.8
2.3
2.1
0.0
0.1
0.2
0.0
-
-
2.9
2.3
2.1
0.0
0.1
5.3
22
Debt securities, including
UoP
0.2
0.1
-
0.0
0.0
0.1
0.0
-
0.0
0.3
0.1
-
0.0
0.0
0.9
23
Equity instruments
0.0
0.0
-
0.0
0.0
-
-
-
0.0
0.0
-
0.0
0.0
24
Households
15.9
0.1
0.1
-
-
-
-
-
-
15.9
0.1
0.1
-
-
16.6
25
of which loans collateralised
by residential immovable
property
15.2
-
-
-
-
-
-
-
-
15.2
-
-
-
-
11.3
26
of which building renovation
loans
0.1
0.1
0.1
-
-
-
-
-
-
0.1
0.1
0.1
-
-
0.0
27
of which motor vehicle loans
0.6
-
-
-
-
-
-
-
-
0.6
-
-
-
-
0.5
28
Local governments financing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.0
29
Housing financing
 
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30
Other local government
financing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.0
31
Collateral obtained by taking
possession: residential and
commercial immovable properties
 
1.0
-
-
-
-
-
-
-
-
1.0
-
-
-
-
0.7
32
Total GAR assets
19.8
2.4
2.2
0.0
0.1
0.3
0.0
-
0.0
20.9
2.5
2.2
0.0
0.1
26.7
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
53
|
Page
 
€ = Euro
 
m = million
 
bn = billion
3. GAR KPI Stock - Capex
% (compared to total covered assets in the
denominator)
31 December 2023
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-eligible)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
eligible)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-eligible)
Proportion of
total assets
covered
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
aligned)
Proportion of total covered assets
funding taxonomy relevant sectors
(Taxonomy-aligned)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
aligned)
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
Of which Use
of Proceeds
Of which enabling
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
GAR - Covered assets in both
numerator and denominator
1
Loans and advances, debt securities
and equity instruments not HfT
eligible for GAR calculation
21.7
3.4
2.2
-
0.1
0.6
-
-
-
23.0
3.5
2.2
-
0.1
26.0
2
Financial corporations
 
-
-
-
-
-
-
-
-
-
0.8
-
-
-
-
3.1
3
Credit institutions
-
-
-
-
-
-
-
-
-
0.7
-
-
-
-
3.0
4
Loans and advances
-
-
-
-
-
-
-
-
-
0.3
-
-
-
-
1.2
5
Debt securities, including
UoP
-
-
-
-
-
-
-
-
-
0.5
-
-
-
-
1.8
6
Equity instruments
-
-
-
-
-
-
-
-
-
-
-
-
-
7
Other financial corporations
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.1
8
of which investment firms
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9
Loans and advances
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10
Debt securities, including
UoP
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11
Equity instruments
-
-
-
-
-
-
-
-
-
-
-
-
-
12
of which
 
management
companies
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
13
Loans and advances
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
14
Debt securities, including
UoP
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
15
Equity instruments
-
-
-
-
-
-
-
-
-
-
-
-
-
16
of which insurance
undertakings
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
17
Loans and advances
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
54
|
Page
 
€ = Euro
 
m = million
 
bn = billion
% (compared to total covered assets in the
denominator)
31 December 2023
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-eligible)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
eligible)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-eligible)
Proportion of
total assets
covered
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
aligned)
Proportion of total covered assets
funding taxonomy relevant sectors
(Taxonomy-aligned)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
aligned)
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
Of which Use
of Proceeds
Of which enabling
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
18
Debt securities, including
UoP
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
19
Equity instruments
-
-
-
-
-
-
-
-
-
-
-
-
-
20
Non-financial corporations
4.7
3.4
2.1
-
0.1
0.5
-
-
-
5.3
3.4
2.1
-
0.1
6.2
21
Loans and advances
4.1
3.0
2.1
-
0.1
0.4
-
-
-
4.5
3.0
2.1
-
0.1
5.3
22
Debt securities, including
UoP
0.6
0.4
-
-
-
0.1
-
-
-
0.7
0.4
-
-
-
0.9
23
Equity instruments
-
-
-
-
-
-
-
-
-
-
-
-
-
24
Households
16.9
0.1
0.1
-
-
-
-
-
-
16.9
0.1
0.1
-
-
16.6
25
of which loans collateralised
by residential immovable
property
16.2
-
-
-
-
-
-
-
-
16.2
-
-
-
-
11.3
26
of which building renovation
loans
0.1
0.1
0.1
-
-
-
-
-
-
0.1
0.1
0.1
-
-
-
27
of which motor vehicle loans
0.6
-
-
-
-
-
-
-
-
0.6
-
-
-
-
0.5
28
Local governments financing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
29
Housing financing
 
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30
Other local government
financing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
31
Collateral obtained by taking
possession: residential and
commercial immovable properties
 
1.0
-
-
-
-
-
-
-
-
1.0
-
-
-
-
0.7
32
Total GAR assets
22.7
3.4
2.2
-
0.1
0.6
-
-
-
24.0
3.5
2.2
-
0.1
26.7
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
55
|
Page
 
€ = Euro
 
m = million
 
bn = billion
4. GAR KPI flow - Turnover
% (compared to flow of total eligible
assets)
31 December 2023
 
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Proportion of total covered assets funding taxonomy
relevant sectors (Taxonomy-eligible)
Proportion of total covered assets
funding taxonomy relevant sectors
(Taxonomy-eligible)
Proportion of total covered assets funding taxonomy
relevant sectors (Taxonomy-eligible)
Proportion of
total new
assets covered
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-aligned)
Proportion of total covered assets
funding taxonomy relevant
sectors (Taxonomy-aligned)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-aligned)
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
Of which Use
of Proceeds
Of which
enabling
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
GAR - Covered assets in both
numerator and denominator
1
Loans and advances, debt securities
and equity instruments not HfT
eligible for GAR calculation
13.4
6.8
6.2
0.0
0.1
0.6
0.1
-
-
14.8
6.9
6.2
0.0
0.1
31.1
2
Financial undertakings
0.0
0.0
-
0.0
0.0
0.0
-
-
-
0.9
0.0
-
0.0
0.0
4.4
3
Credit institutions
-
-
-
-
-
-
-
-
-
0.8
-
-
-
-
4.3
4
Loans and advances
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5
Debt securities, including
UoP
-
-
-
-
-
-
-
-
-
0.8
-
-
-
-
4.2
6
Equity instruments
-
-
-
-
-
-
-
-
0.0
-
-
-
0.1
7
Other financial corporations
0.0
0.0
-
0.0
0.0
0.0
-
-
-
0.1
0.0
-
0.0
0.0
0.2
8
of which investment firms
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9
Loans and advances
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10
Debt securities, including
UoP
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11
Equity instruments
-
-
-
-
-
-
-
-
-
-
-
-
-
12
of which
 
management
companies
-
-
-
-
-
-
-
-
-
0.0
-
-
-
-
0.0
13
Loans and advances
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
14
Debt securities, including
UoP
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
15
Equity instruments
-
-
-
-
-
-
-
-
0.0
-
-
-
0.0
16
of which insurance
undertakings
-
-
-
-
-
-
-
-
-
0.0
-
-
-
-
0.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
56
|
Page
 
€ = Euro
 
m = million
 
bn = billion
% (compared to flow of total eligible
assets)
31 December 2023
 
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Proportion of total covered assets funding taxonomy
relevant sectors (Taxonomy-eligible)
Proportion of total covered assets
funding taxonomy relevant sectors
(Taxonomy-eligible)
Proportion of total covered assets funding taxonomy
relevant sectors (Taxonomy-eligible)
Proportion of
total new
assets covered
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-aligned)
Proportion of total covered assets
funding taxonomy relevant
sectors (Taxonomy-aligned)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-aligned)
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
Of which Use
of Proceeds
Of which
enabling
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
17
Loans and advances
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
18
Debt securities, including
UoP
-
-
-
-
-
-
-
-
-
0.0
-
-
-
-
0.1
19
Equity instruments
-
-
-
-
-
-
-
-
-
-
-
-
-
20
Non-financial undertakings
7.5
6.8
6.2
0.0
0.1
0.6
0.1
-
-
8.0
6.8
6.2
0.0
0.1
20.8
21
Loans and advances
7.0
6.5
6.2
0.0
0.1
0.4
0.0
-
-
7.4
6.6
6.2
0.0
0.1
19.6
22
Debt securities, including
UoP
0.4
0.3
-
0.0
0.0
0.2
0.0
-
-
0.7
0.3
-
0.0
0.0
1.2
23
Equity instruments
0.0
0.0
-
0.0
0.0
-
-
-
0.0
0.0
-
0.0
0.0
24
Households
5.9
-
-
-
-
-
-
-
-
5.9
-
-
-
-
5.9
25
of which loans collateralised
by residential immovable
property
5.7
-
-
-
-
-
-
-
-
5.7
-
-
-
-
5.7
26
of which building renovation
loans
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
27
of which motor vehicle loans
0.2
-
-
-
-
-
-
-
-
0.2
-
-
-
-
0.2
28
Local governments financing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
29
Housing financing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30
Other local government
financing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
31
Collateral obtained by taking
possession: residential and
commercial immovable
properties
 
0.4
-
-
-
-
-
-
-
-
0.4
-
-
-
-
0.4
32
Total GAR assets
13.7
6.8
6.2
0.0
0.1
0.6
0.1
-
-
15.2
6.9
6.2
0.0
0.1
31.5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
57
|
Page
 
€ = Euro
 
m = million
 
bn = billion
4. GAR KPI flow - Capex
% (compared to flow of total eligible
assets)
31 December 2023
 
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Proportion of total covered assets funding taxonomy
relevant sectors (Taxonomy-eligible)
Proportion of total covered assets
funding taxonomy relevant sectors
(Taxonomy-eligible)
Proportion of total covered assets funding taxonomy
relevant sectors (Taxonomy-eligible)
Proportion of
total new
assets covered
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-aligned)
Proportion of total covered assets
funding taxonomy relevant
sectors (Taxonomy-aligned)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-aligned)
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
Of which Use
of Proceeds
Of which
enabling
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
GAR - Covered assets in both
numerator and denominator
1
Loans and advances, debt securities
and equity instruments not HfT
eligible for GAR calculation
21.1
11.0
6.2
0.1
0.1
0.8
-
-
-
22.7
11.0
6.2
0.1
0.1
31.1
2
Financial undertakings
0.2
0.2
-
-
-
-
-
-
-
1.0
0.2
-
-
-
4.4
3
Credit institutions
-
-
-
-
-
-
-
-
-
0.8
-
-
-
-
4.3
4
Loans and advances
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5
Debt securities, including
UoP
-
-
-
-
-
-
-
-
-
0.8
-
-
-
-
4.2
6
Equity instruments
-
-
-
-
-
-
-
-
-
-
-
-
0.1
7
Other financial corporations
0.2
0.2
-
-
-
-
-
-
-
0.2
0.2
-
-
-
0.2
8
of which investment firms
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9
Loans and advances
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10
Debt securities, including
UoP
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11
Equity instruments
-
-
-
-
-
-
-
-
-
-
-
-
-
12
of which
 
management
companies
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
13
Loans and advances
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
14
Debt securities, including
UoP
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
15
Equity instruments
-
-
-
-
-
-
-
-
-
-
-
-
-
16
of which insurance
undertakings
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.1
17
Loans and advances
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
58
|
Page
 
€ = Euro
 
m = million
 
bn = billion
% (compared to flow of total eligible
assets)
31 December 2023
 
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Proportion of total covered assets funding taxonomy
relevant sectors (Taxonomy-eligible)
Proportion of total covered assets
funding taxonomy relevant sectors
(Taxonomy-eligible)
Proportion of total covered assets funding taxonomy
relevant sectors (Taxonomy-eligible)
Proportion of
total new
assets covered
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-aligned)
Proportion of total covered assets
funding taxonomy relevant
sectors (Taxonomy-aligned)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-aligned)
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
Of which Use
of Proceeds
Of which
enabling
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
18
Debt securities, including
UoP
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.1
19
Equity instruments
-
-
-
-
-
-
-
-
-
-
-
-
-
20
Non-financial undertakings
15.1
10.8
6.2
0.1
0.1
0.8
-
-
-
15.9
10.9
6.2
0.1
0.1
20.8
21
Loans and advances
14.6
10.4
6.2
-
0.1
0.5
-
-
-
15.1
10.4
6.2
-
0.1
19.6
22
Debt securities, including
UoP
0.5
0.4
-
0.1
-
0.2
-
-
-
0.7
0.4
-
0.1
-
1.2
23
Equity instruments
-
-
-
-
-
-
-
-
-
-
-
-
-
24
Households
5.9
-
-
-
-
-
-
-
-
5.9
-
-
-
-
5.9
25
of which loans collateralised
by residential immovable
property
5.7
-
-
-
-
-
-
-
-
5.7
-
-
-
-
5.7
26
of which building renovation
loans
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
27
of which motor vehicle loans
0.2
-
-
-
-
-
-
-
-
0.2
-
-
-
-
0.2
28
Local governments financing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
29
Housing financing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30
Other local government
financing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
31
Collateral obtained by taking
possession: residential and
commercial immovable
properties
 
0.4
-
-
-
-
-
-
-
-
0.4
-
-
-
-
0.4
32
Total GAR assets
21.5
11.0
6.2
0.1
0.1
0.8
-
-
-
23.1
11.0
6.2
0.1
0.1
31.5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
59
|
Page
 
€ = Euro
 
m = million
 
bn = billion
5. KPI off-balance
 
sheet exposures-
 
Stock- Turnover
a
b
c
d
e
f
g
h
i
aa
ab
ac
ad
ae
% (compared to total eligible off-
balance sheet assets)
31 December 2023
 
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Proportion of total covered assets funding taxonomy
relevant sectors (Taxonomy-eligible)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
eligible)
Proportion of total covered assets funding taxonomy relevant
sectors (Taxonomy-eligible)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-aligned)
Proportion of total covered assets
funding taxonomy relevant sectors
(Taxonomy-aligned)
Proportion of total covered assets funding taxonomy
relevant sectors (Taxonomy-aligned)
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
Of which
Use of
Proceeds
Of which
enabling
Of which Use of
Proceeds
Of which
transitional
Of which
enabling
1
Financial guarantees (FinGuar KPI)
15.5
1.9
-
0.1
0.2
1.2
0.0
-
0.0
16.7
1.9
-
0.1
0.2
2
Assets under management
2.6
0.4
-
0.1
0.1
0.5
0.0
-
0.0
3.1
0.4
-
0.1
0.1
5. KPI off-balance
 
sheet exposures-
 
Stock- Capex
a
b
c
d
e
f
g
h
i
aa
ab
ac
ad
ae
% (compared to total eligible off-
balance sheet assets)
31 December 2023
 
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Proportion of total covered assets funding taxonomy
relevant sectors (Taxonomy-eligible)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
eligible)
Proportion of total covered assets funding taxonomy relevant
sectors (Taxonomy-eligible)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-aligned)
Proportion of total covered assets
funding taxonomy relevant sectors
(Taxonomy-aligned)
Proportion of total covered assets funding taxonomy
relevant sectors (Taxonomy-aligned)
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
Of which
Use of
Proceeds
Of which
enabling
Of which Use of
Proceeds
Of which
transitional
Of which
enabling
1
Financial guarantees (FinGuar KPI)
19.9
6.5
-
0.2
0.2
1.1
-
-
-
20.9
6.5
-
0.2
0.2
2
Assets under management
5.3
2.1
-
0.1
0.2
0.4
-
-
-
5.7
2.1
-
0.1
0.2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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5. KPI off-balance
 
sheet exposures-
 
Flow-
 
Turnover
a
b
c
d
e
f
g
h
i
aa
ab
ac
ad
ae
% (compared to total eligible off-
balance sheet assets)
31 December 2023
 
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-eligible)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
eligible)
Proportion of total covered assets funding taxonomy
relevant sectors (Taxonomy-eligible)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
aligned)
Proportion of total covered assets
funding taxonomy relevant sectors
(Taxonomy-aligned)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-aligned)
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
Of which Use
of Proceeds
Of which
enabling
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
1
Financial guarantees (FinGuar
KPI)
8.6
1.8
-
-
-
4.5
0.0
-
0.0
13.1
1.8
-
-
0.0
5. KPI off-balance
 
sheet exposures-
 
Flow-
 
Capex
a
b
c
d
e
f
g
h
i
aa
ab
ac
ad
ae
% (compared to total eligible off-
balance sheet assets)
31 December 2023
 
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
TOTAL
 
(CCM + CCA)
Proportion of total covered assets funding taxonomy
relevant sectors (Taxonomy-eligible)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
eligible)
Proportion of total covered assets funding taxonomy
relevant sectors (Taxonomy-eligible)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-
aligned)
Proportion of total covered assets
funding taxonomy relevant sectors
(Taxonomy-aligned)
Proportion of total covered assets funding
taxonomy relevant sectors (Taxonomy-aligned)
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
Of which Use
of Proceeds
Of which
enabling
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
1
Financial guarantees (FinGuar
KPI)
15.1
11.9
-
-
-
1.4
-
-
-
16.5
11.9
-
-
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Template 1
 
Nuclear and fossil gas related activities
Row
Nuclear energy related activities
1.
The undertaking carries
 
out, funds or has exposures to research, development,
 
demonstration and
deployment of innovative electricity generation
 
facilities that produce
 
energy from nuclear
processes with minimal waste from the
 
fuel cycle.
NO
2.
The undertaking carries
 
out, funds or has exposures to construction and safe
operation of new
 
nuclear installations to produce electricity or process
 
heat,
including for the purposes of district heating or industrial processes
 
such as
hydrogen production,
 
as well as their safety upgrades,
 
using best available
technologies.
YES
3.
The undertaking carries
 
out, funds or has exposures to safe operation
 
of existing
nuclear installations that produce electricity or process
 
heat, including for the
purposes of district heating or industrial processes such as hydrogen
 
production
from nuclear energy,
 
as well as their safety upgrades.
YES
Fossil gas related activities
4.
The undertaking carries
 
out, funds or has exposures to construction or operation
of electricity generation facilities
 
that produce electricity using fossil
 
gaseous
fuels
YES
5.
The undertaking carries
 
out, funds or has exposures to construction, refurbishment,
and operation of combined heat/cool
 
and power generation
 
facilities using fossil
gaseous fuels.
YES
6.
The undertaking carries
 
out, funds or has exposures to construction, refurbishment
and operation of heat
 
generation facilities
 
that produce heat/cool
 
using fossil gaseous
fuels.
YES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Turnover
 
KPI Tables
Table 1 - Taxonomy
 
-aligned economic activities (denominator)
Row
Economic activities
Amount (in Million EUR) and proportion (the information is
to be presented in monetary amounts and as percentages)
(CCM + CCA)
Climate change
mitigation (CCM)
Climate change
adaptation (CCA)
Amount
%
Amount
%
Amount
%
1.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.26 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
 
-
-
-
-
-
-
2.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.27 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
-
-
-
-
-
-
3.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.28 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
 
9
-
9
-
-
-
4.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.29 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
-
-
-
-
-
-
5.
Amount and proportion of taxonomy-aligned economic activity EN
3 EN referred to in Section 4.30 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
-
-
-
-
-
-
6.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.31 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
-
-
-
-
-
-
7.
Amount and proportion of other taxonomy-aligned economic
activities not referred to in rows
 
1 to 6 above in the denominator
of the applicable KPI
 
1,475
2
1,465
2
10
-
8.
Total applicable KPI
 
1,484
3
1,474
2
10
-
Table 2 -Taxonomy
 
-aligned economic activities (numerator)
Row
Economic activities
Amount (in Million EUR) and proportion (the information is
to be presented in monetary amounts and as percentages)
(CCM + CCA)
Climate change
mitigation (CCM)
Climate change
adaptation (CCA)
Amount
%
Amount
%
Amount
%
1.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.26 of Annexes I and II to Delegated
Regulation 2021/2139 in the numerator of the applicable KPI
 
-
-
-
-
-
-
2.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.27 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
-
-
-
-
-
-
3.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.28 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
 
9
0.6
9
0.6
-
-
4.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.29 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
-
-
-
-
-
-
5.
Amount and proportion of taxonomy-aligned economic activity EN
3 EN referred to in Section 4.30 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
-
-
-
-
-
0.4
6.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.31 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
-
-
-
-
-
-
7.
Amount and proportion of other taxonomy-aligned economic
activities not referred to in rows
 
1 to 6 above in the denominator
of the applicable KPI
 
1,475
99.4
1,465
99.4
10
99.6
8.
Total amount and proportion of taxonomy-aligned economic
activities in the numerator of the applicable KPI
 
1,484
100.0
1,474
100.0
10
100.0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Table 9 - Taxonomy
 
-eligible but not taxonomy-aligned economic activities
 
Row
Economic activities
Amount (in Million EUR) and Pproportion (the information is
to be presented in monetary amounts and as percentages)
(CCM + CCA)
Climate change
mitigation (CCM)
Climate change
adaptation (CCA)
Amount
%
Amount
%
Amount
%
1.
Amount and proportion of taxonomy-eligible but not taxonomy-
aligned economic activity referred to in Section 4.26 of Annexes I
and II to Delegated Regulation 2021/2139 in the denominator of
the applicable KPI
-
-
-
-
-
-
2.
Amount and proportion of taxonomy-eligible but not taxonomy-
aligned economic activity referred to in Section 4.27 of Annexes I
and II to Delegated Regulation 2021/2139 in the denominator of
the applicable KPI
-
-
-
-
-
-
3.
Amount and proportion of taxonomy-eligible but not taxonomy-
aligned economic activity referred to in Section 4.28 of Annexes I
and II to Delegated Regulation 2021/2139 in the denominator of
the applicable KPI
-
-
-
-
-
-
4.
Amount and proportion of taxonomy-eligible but not taxonomy-
aligned economic activity referred to in Section 4.29 of Annexes I
and II to Delegated Regulation 2021/2139 in the denominator of
the applicable KPI
52
0
52
0
-
-
5.
Amount and proportion of taxonomy-eligible but not taxonomy-
aligned economic activity referred to in Section 4.30 of Annexes I
and II to Delegated Regulation 2021/2139 in the denominator of
the applicable KPI
3
-
3
-
-
-
6.
Amount and proportion of taxonomy-eligible but not taxonomy-
aligned economic activity referred to in Section 4.31 of Annexes I
and II to Delegated EN 6 EN Regulation 2021/2139 in the
denominator of the applicable KPI
-
-
-
-
-
-
7.
Amount and proportion of other taxonomy-eligible but not
taxonomy-aligned economic activities not referred to in rows 1 to
6 above in the denominator of the applicable KPI
 
10,476
17
9,864
16
162
0
8.
Total amount and proportion of taxonomy eligible but not
taxonomy-aligned economic activities in the denominator of the
applicable KPI
 
10,531
17
9,920
16
162
0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Table 10 - Taxonomy
 
non-eligible economic activities
 
Row
Economic activities
Amount
(in
Million
EUR)
%
Amount and proportion of economic activity referred to in row 1 of
Template 1 that is taxonomy-non-eligible in accordance with
Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139
in the denominator of the applicable KPI
-
-
2.
Amount and proportion of economic activity referred to in row 2 of
Template 1 that is taxonomy-non-eligible in accordance with
Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139
in the denominator of the applicable KPI
-
-
3.
Amount and proportion of economic activity referred to in row 3 of
Template 1 that is taxonomy-non-eligible in accordance with
Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139
in the denominator of the applicable KPI
 
-
-
4.
Amount and proportion of economic activity referred to in row 4 of
Template 1 that is taxonomy-non-eligible in accordance with
Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139
in the denominator of the applicable KPI
-
-
5.
Amount and proportion of economic activity referred to in row 5 of
Template 1 that is taxonomy-non-eligible in accordance with
Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139
in the denominator of EN 7 EN the applicable KPI
-
-
6.
Amount and proportion of economic activity referred to in row 6 of
Template 1 that is taxonomy-non-eligible in accordance with
Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139
in the denominator of the applicable KPI
 
-
-
7.
Amount and proportion of other taxonomy-non-eligible economic
activities not referred to in rows
 
1 to 6 above in the denominator
of the applicable KPI
48,435
80.1
8.
Total amount and proportion of taxonomy-non-eligible economic
activities in the denominator of the applicable KPI
 
48,435
80.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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CapexKPI Tables
Table 1 - Taxonomy
 
-aligned economic activities (denominator)
Row
Economic activities
Amount (in Million EUR) and proportion (the information is
to be presented in monetary amounts and as percentages)
(CCM + CCA)
Climate change
mitigation (CCM)
Climate change
adaptation (CCA)
Amount
%
Amount
%
Amount
%
1.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.26 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
 
-
-
-
-
-
-
2.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.27 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
2
-
2
-
-
-
3.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.28 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
 
14
-
14
-
-
-
4.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.29 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
-
-
-
-
-
-
5.
Amount and proportion of taxonomy-aligned economic activity EN
3 EN referred to in Section 4.30 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
-
-
-
-
-
-
6.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.31 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
-
-
-
-
-
-
7.
Amount and proportion of other taxonomy-aligned economic
activities not referred to in rows
 
1 to 6 above in the denominator
of the applicable KPI
 
2,072
3.4
2,065
3.4
7
-
8.
Total applicable KPI
 
2,088
3.5
2,081
3.4
7
-
Table 2 -Taxonomy
 
-aligned economic activities (numerator)
Row
Economic activities
Amount (in Million EUR) and proportion (the information is
to be presented in monetary amounts and as percentages)
(CCM + CCA)
Climate change
mitigation (CCM)
Climate change
adaptation (CCA)
Amount
%
Amount
%
Amount
%
1.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.26 of Annexes I and II to Delegated
Regulation 2021/2139 in the numerator of the applicable KPI
 
-
-
-
-
-
-
2.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.27 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
2
0.1
2
0.1
-
-
3.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.28 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
 
14
0.7
14
0.7
-
-
4.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.29 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
-
-
-
-
-
-
5.
Amount and proportion of taxonomy-aligned economic activity EN
3 EN referred to in Section 4.30 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
-
-
-
-
-
-
6.
Amount and proportion of taxonomy-aligned economic activity
referred to in Section 4.31 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
-
-
-
-
-
-
7.
Amount and proportion of other taxonomy-aligned economic
activities not referred to in rows
 
1 to 6 above in the denominator
of the applicable KPI
 
2,072
99.2
2,065
99.2
7
100.0
8.
Total amount and proportion of taxonomy-aligned economic
activities in the numerator of the applicable KPI
 
2,088
100.0
2,081
100.0
7
100.0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Table 9 - Taxonomy
 
-eligible but not taxonomy-aligned economic activities
 
Row
Economic activities
Amount (in Million EUR) and Pproportion (the information is
to be presented in monetary amounts and as percentages)
(CCM + CCA)
Climate change
mitigation (CCM)
Climate change
adaptation (CCA)
Amount
%
Amount
%
Amount
%
1.
Amount and proportion of taxonomy-eligible but not taxonomy-
aligned economic activity referred to in Section 4.26 of Annexes I
and II to Delegated Regulation 2021/2139 in the denominator of
the applicable KPI
-
-
-
-
-
-
2.
Amount and proportion of taxonomy-eligible but not taxonomy-
aligned economic activity referred to in Section 4.27 of Annexes I
and II to Delegated Regulation 2021/2139 in the denominator of
the applicable KPI
-
-
-
-
-
-
3.
Amount and proportion of taxonomy-eligible but not taxonomy-
aligned economic activity referred to in Section 4.28 of Annexes I
and II to Delegated Regulation 2021/2139 in the denominator of
the applicable KPI
-
-
-
-
-
-
4.
Amount and proportion of taxonomy-eligible but not taxonomy-
aligned economic activity referred to in Section 4.29 of Annexes I
and II to Delegated Regulation 2021/2139 in the denominator of
the applicable KPI
57
0.1
57
0.1
-
-
5.
Amount and proportion of taxonomy-eligible but not taxonomy-
aligned economic activity referred to in Section 4.30 of Annexes I
and II to Delegated Regulation 2021/2139 in the denominator of
the applicable KPI
2
-
2
-
-
-
6.
Amount and proportion of taxonomy-eligible but not taxonomy-
aligned economic activity referred to in Section 4.31 of Annexes I
and II to Delegated EN 6 EN Regulation 2021/2139 in the
denominator of the applicable KPI
-
-
-
-
-
-
7.
Amount and proportion of other taxonomy-eligible but not
taxonomy-aligned economic activities not referred to in rows 1 to
6 above in the denominator of the applicable KPI
 
11,744
19.4
10,969
19.0
327
0.5
8.
Total amount and proportion of taxonomy eligible but not
taxonomy-aligned economic activities in the denominator of the
applicable KPI
 
11,803
19.5
11,028
18.2
327
0.5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Table 10 - Taxonomy
 
non-eligible economic activities
 
Row
Economic activities
Amount
(in
Million
EUR)
%
1.
Amount and proportion of economic activity referred to in row 1 of
Template 1 that is taxonomy-non-eligible in accordance with
Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139
in the denominator of the applicable KPI
-
-
2.
Amount and proportion of economic activity referred to in row 2 of
Template 1 that is taxonomy-non-eligible in accordance with
Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139
in the denominator of the applicable KPI
-
-
3.
Amount and proportion of economic activity referred to in row 3 of
Template 1 that is taxonomy-non-eligible in accordance with
Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139
in the denominator of the applicable KPI
 
-
-
4.
Amount and proportion of economic activity referred to in row 4 of
Template 1 that is taxonomy-non-eligible in accordance with
Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139
in the denominator of the applicable KPI
-
-
5.
Amount and proportion of economic activity referred to in row 5 of
Template 1 that is taxonomy-non-eligible in accordance with
Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139
in the denominator of EN 7 EN the applicable KPI
-
-
6.
Amount and proportion of economic activity referred to in row 6 of
Template 1 that is taxonomy-non-eligible in accordance with
Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139
in the denominator of the applicable KPI
 
-
-
7.
Amount and proportion of other taxonomy-non-eligible economic
activities not referred to in rows
 
1 to 6 above in the denominator
of the applicable KPI
46,559
77.0
8.
Total amount and proportion of taxonomy-non-eligible economic
activities in the denominator of the applicable KPI
 
46,559
77.0
 
 
 
 
 
 
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bn = billion
APPENDIX 2
Definition
 
of
 
Alternative
 
Performance
 
Measures
 
(APMs)
 
in
 
accordance
 
with
 
European
 
Securities
 
and
 
Markets
Authority (ESMA) guidelines, which are
 
included in the Report of Directors/Financial
 
Statements:
a)
Loans to Deposits ratio:
 
Loans and advances
 
to customers at
 
amortised cost divided by
 
due to customers
at the end of the
 
reported period,
 
b)
Pre-Provision
 
Income (PPI):
 
Profit from
 
operations
 
before
 
impairments, provisions
 
and restructuring
 
costs
as disclosed in the financial statements
 
for the
 
reported period,
c)
Core income:
 
The
 
total of
 
net interest
 
income,
 
net banking
 
fee
 
and commission
 
income
 
and income
 
from
non banking services,
d)
Core
 
Pre-provision
 
Income
 
(Core
 
PPI):
 
The
 
core
 
income
 
minus
 
the
 
operating
 
expenses
 
of
 
the
 
reported
period,
e)
Net Interest
 
Margin (NIM):
 
The
 
net interest
 
income of
 
the
 
reported period,
 
annualised and divided
 
by the
average
 
balance
 
of continued
 
operations’
 
total
 
assets (the
 
arithmetic
 
average
 
of total
 
assets,
 
excluding
those related
 
to discontinued operations’,
 
at the end
 
of the reported
 
period, at the
 
end of interim quarters
and at the end of the
 
previous period),
f)
Fees and commissions:
 
The total of net
 
banking fee and commission income and income
 
from non banking
services of the
 
reported period,
g)
Fees
 
and commissions
 
over assets
 
ratio:
The
 
Fees
 
and commissions
 
of the
 
reported period
 
divided by
 
the
average
 
balance
 
of continued
 
operations’
 
total
 
assets (the
 
arithmetic
 
average
 
of total
 
assets,
 
excluding
those related
 
to discontinued operations’,
 
at the end
 
of the reported
 
period, at the
 
end of interim quarters
and at the end of the
 
previous period),
 
h)
Income from trading and other activities
: The total of net trading income, gains less
 
losses from investment
securities and other
 
income/ (expenses) of the
 
reported period,
i)
Cost to Income ratio:
 
Total
 
operating expenses
 
divided by total operating
 
income,
j)
Adjusted
 
net
 
profit:
Net
 
profit/loss
 
from
 
continuing
 
operations
 
excluding
 
restructuring
 
costs,
 
goodwill
impairment/
 
gain
 
on
 
acquisition,
 
gains/losses
 
related
 
to
 
the
 
transformation
 
and
 
NPE
 
reduction
 
plans,
contributions to restoration
 
initiatives following
 
natural disasters
 
and income tax adjustments,
k)
Non-performing
 
exposures (NPE):
 
Non Performing
 
Exposures (in
 
compliance with
 
EBA Guidelines)
 
are the
Group’s
 
material exposures
 
which are
 
more than
 
90 days
 
past-due or
 
for
 
which the
 
debtor is
 
assessed as
unlikely to pay its credit obligations in full without realization of collateral, regardless of the existence of any
past due
 
amount or the
 
number of
 
days past
 
due. The
 
NPE, as reported
 
herein,
 
refer
 
to the
 
gross loans
 
at
amortised cost except for
 
those that
 
have been classified as held for
 
sale,
l)
NPE
 
ratio:
 
NPE
 
divided
 
by
 
gross
 
loans
 
and
 
advances
 
to
 
customers
 
at
 
amortised
 
cost
 
at
 
the
 
end
 
of
 
the
reported period,
m)
NPE
 
formation:
 
Net
 
increase/decrease
 
of
 
NPE
 
in
 
the
 
reported
 
period
 
excluding
 
the
 
impact
 
of
 
write
 
offs,
sales and other
 
movements,
n)
NPE
 
Coverage
 
ratio:
 
Impairment
 
allowance
 
for
 
loans
 
and
 
advances
 
to
 
customers
 
and
 
impairment
allowance
 
for
 
credit
 
related
 
commitments
 
(off
 
balance
 
sheet
 
items),
 
divided
 
by
 
NPE
 
at
 
the
 
end
 
of
 
the
reported period,
o)
Provisions
 
(charge)
 
to
 
average
 
net
 
loans
 
ratio
 
(Cost
 
of
 
Risk):
 
Impairment
 
losses
 
relating
 
to
 
loans
 
and
advances
 
charged
 
in
 
the
 
reported
 
period,
 
annualised
 
and
 
divided
 
by
 
the
 
average
 
balance
 
of
 
loans
 
and
advances to
 
customers
 
at amortised
 
cost (the
 
arithmetic
 
average
 
of loans
 
and advances
 
to customers
 
at
amortised cost, including those that have been classified as held
 
for sale, at the end of the reported
 
period,
at the end of interim quarters
 
and at the end of the
 
previous period),
p)
Return
 
on
 
tangible
 
book
 
value
 
(RoTBV):
Adjusted
 
net
 
profit
 
divided
 
by
 
average
 
tangible
 
book
 
value.
Tangible
 
book value is the total equity excluding preference
 
shares, preferred
 
securities and non controlling
interests minus intangible assets,
Definition of capital and other
 
selected ratios in accordance
 
with the regulatory
 
framework,
 
which are included
in the Report of Directors/Financial Statements:
a)
Total
 
Capital
 
Adequacy
 
ratio:
 
Total
 
regulatory
 
capital
 
as
 
defined
 
by
 
Regulation
 
(EU)
 
No
 
575/2013
 
as
 
in
force,
 
based on the
 
transitional rules for
 
the reported
 
period, divided by
 
total Risk Weighted
 
Assets (RWA).
The RWA are the Group’s
 
assets and off-balance-sheet exposures, weighted according to risk factors based
on Regulation (EU) No 575/2013,
 
taking into account credit, market and operational
 
risk,
b)
Common Equity
 
Tier
 
1 (CET1):
 
Common Equity
 
Tier
 
I regulatory
 
capital
 
as defined
 
by
 
Regulation
 
(EU) No
575/2013 as in force,
 
based on the transitional
 
rules for the
 
reported period, divided by
 
total RWA,
c)
Fully loaded Common Equity
 
Tier I (CET1):
 
Common Equity Tier I regulatory capital as
 
defined by Regulation
No 575/2013 as in force,
 
without the application
 
of the relevant transitional
 
rules, divided by total RWA,
d)
Liquidity Coverage
 
Ratio (LCR):
 
The
 
total amount of
 
high quality
 
liquid assets divided
 
by the
 
net liquidity
outflows for a 30-day stress
 
period.
e)
Minimum
 
Requirements
 
for
 
Eligible
 
Own
 
Funds
 
and
 
Eligible
 
Liabilities
 
(MREL)
 
ratio:
The
 
sum
 
of
 
i)
 
total
regulatory
 
capital
 
(at
 
Eurobank
 
S.A. consolidated
 
level)
 
as
 
defined
 
by
 
Regulation
 
(EU)
 
No
 
575/2013
 
as
 
in
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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force,
 
based on the
 
transitional rules for
 
the reported
 
period ii) part
 
of any Tier
 
2 instruments to the
 
extent
that it
 
does not qualify
 
as Tier
 
2 capital (amortized
 
part counts towards
 
MREL), and iii)
 
liabilities issued by
Eurobank
 
S.A.
 
that
 
meet
 
the
 
MREL-eligibility
 
criteria
 
set
 
out
 
in
 
Regulation
 
(EU)
 
No
 
575/2013
 
as
 
in
 
force,
divided by RWA
 
.
The following
 
table presents the
 
components of the
 
calculation of the
 
above APMs,
 
which are derived
 
from the
Company’s consolidated
 
financial statements
 
for the
 
year ended
 
31 December
 
2023 and for
 
the year
 
ended 31
December 2022:
Components of Alternative Performance
 
Measures
€ million
FY 2023
FY22
(Restated)
⁽⁸⁾
Net Interest Income
¹
2,174
1,480
Fees and commissions
544
522
Total
 
Operating income
²
2,914
3,041
Total
 
Operating income,
 
excluding the gain on investment
 
in Hellenic Bank in
2023 and on project "Triangle"
 
in 2022
²
2,803
2,716
Total
 
Operating expenses,
 
excluding the contribution to restoration
 
initiatives
after natural
 
disasters
³
(902)
(857)
Pre-provision
 
income (PPI)
1,999
2,184
Pre-provision
 
income (PPI), excluding the
 
gain on investment in Hellenic Bank
and the contribution to restoration
 
initiatives after
 
natural disasters in 2023
and on project "Triangle"
 
in 2022
1,902
1,859
Core Pre-provision
 
income (Core PPI), excluding the
 
contribution to restoration
initiatives after natural
 
disasters in 2023
1,816
1,145
Net profit/(loss) from continued
 
operations
1,281
1,345
Gain on project "Triangle"
 
(before tax)
 
-
325
Gain on project "Triangle"
 
(after tax)
 
-
231
Restructuring costs, after tax
(29)
(63)
Gain on investment in Hellenic Bank (associate)
111
 
-
Contribution to restoration
 
initiatives after
 
natural disasters, before
 
tax
 
(14)
 
-
Contribution to restoration
 
initiatives after
 
natural disasters, after
 
tax
 
(10)
 
-
Loss on projects "Solar" and "Leon", after
 
tax
(48)
 
-
Loss on projects "Solar" and "Leon",
 
before tax
(67)
 
-
Adjusted net profit
1,256
1,178
Impairment losses relating to loans
 
and advances
(412)
(276)
Impairment losses for
 
loans, excluding the loss on projects
 
"Solar" and "Leon"
(345)
(276)
NPE formation
⁽⁴⁾
138
40
Non performing exposures
 
(NPE)
1,512
2,156
Due to customers
57,442
55,609
Gross Loans and advances to customers
 
at amortized cost
42,773
41,811
Impairment allowance for
 
loans and advances to customers
(1,258)
(1,572)
Impairment allowance for
 
credit related commitments
(48)
(57)
Due to customers (Greek operations)
39,955
39,575
Gross Loans and advances to customers
 
at amortized cost (Greek operations)
32,308
32,812
Impairment allowance for
 
loans and advances to customers
 
(Greek
operations)
(1,003)
(1,332)
Average
 
balance of continued operations’
 
total assets
 
⁽⁵⁾
79,106
77,672
Average
 
balance of loans and advances to customers
 
at amortized cost
 
⁽⁶⁾
40,645
38,834
Average
 
balance of tangible book value
⁽⁷⁾
6,957
5,793
(1)
4Q2023
 
NIM:
 
Net
 
interest
 
income
 
of
 
the
 
fourth
 
quarter
 
2023
 
(€573m),
 
annualised,
 
divided by
 
the
 
average
 
balance
 
of
continued
 
operations’
 
total
 
assets
 
(€78,902m).
 
The
 
average
 
balance
 
of
 
continued
 
operations’
 
total
 
assets,
 
has
 
been
calculated as the arithmetic
 
average of their balances at the
 
end of the reporting period (31 December 2023: €79,781m) and
at the end of interim quarter (30 September 2023: €78,023m).
(2)
International
 
Operations:
 
Operating
 
income:
 
€778m
 
(2022,
 
adjusted:
 
€497m).
 
Greek
 
operations:
 
Operating
 
income:
€2,025m, excluding the gain on investment in Hellenic Bank of €111m
 
(2022: €2,219m, excluding the gain on project "Triangle"
of €325m).
(3)
 
International Operations:
 
Operating
 
expenses: €258m
 
(2022, adjusted:
 
€212m). Greek
 
operations:
 
Operating
 
expenses:
€644m, excluding contribution to restoration initiatives
 
after natural disasters of €14m (2022: €645m).
(4)
NPEs formation
 
has been
 
calculated
 
as the
 
decrease of
 
NPE in
 
2023 (€745m),
 
after deducting
 
the
 
impact of
 
write-offs
€405m, classifications as held for
 
sale / sales €493m and other movements
 
(€15m).
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
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(5)
The
 
average
 
balance
 
of continued
 
operations’
 
total
 
assets, has
 
been calculated
 
as the
 
arithmetic
 
average
 
of the
 
their
balances
 
at the
 
end of
 
the
 
reporting period
 
(31 December
 
2023: €79,781m),
 
at the
 
end of
 
interim quarters
 
(30 September
2023: €78,023m, 30 June 2023: €79,137m and 31 March 2023: €79,538m), and at the end of the previous
 
period (31 December
2022:
 
€79,052m).
 
The
 
respective
 
figures
 
for
 
31
 
December
 
2022:
 
€79,052m,
 
30
 
September 2022:
 
€81,065m
 
30
 
June 2022:
€77,847m
 
31 March 2022: €74,873 and 31 December 2021: €75,521m.
(6)
The
 
average
 
balance
 
of
 
loans
 
and
 
advances
 
to
 
customers
 
measured
 
at
 
amortized
 
cost,
 
excluding
 
Eurobank
 
Direktna
operations, has been calculated as the arithmetic average of their balances at the
 
end of the reporting period (31 December
2023: €41,515m), at the end of interim quarters (30 September
 
2023: €40,734m, 30 June 2023: €40,604m and 31 March 2023:
€40,137m), and at the end of the previous period (31
 
December 2022 €40,237m). The respective figures for 31
 
December 2022:
€40,237m, 30 September 2022: €39,754m 30 June 2022: €38,970m 31 March 2022: €37,761 and 31 December 2021: €37,445m.
(7)
 
The average
 
balance of tangible book value, has been calculated
 
as the arithmetic
 
average of the
 
total equity minus the
intangible assets and non
 
controlling interests
 
at the
 
end of the
 
reporting period (31
 
December 2023: €7,565m),
 
at the
 
end
of interim quarters (30 September
 
2023: €7,221m, 30 June 2023: €7,039m and 31 March 2023: €6,618m) and at the end of the
previous period
 
(31 December 2022: €6,340m).
The respective
 
figures for
 
31 December 2022: €6,340m, 30
 
September 2022:
€6,038m 30 June 2022: €5,934m
 
31 March 2022: €5,380 and 31 December 2021: €5,270m.
(8)
The comparative information
 
has been adjusted
 
due to a)
 
the retrospective application of IFRS 17 by the Group’s associate
Eurolife
 
FFH Insurance
 
Group Holdings
 
S.A. and b) the
 
presentation of
 
operations of
 
Eurobank Direktna
 
a.d. disposal group
as discontinued.
Source of financial Information
 
The
 
Directors’
 
Report
 
includes
 
financial
 
data
 
and
 
measures
 
as
 
derived
 
from
 
the
 
Company’s
 
consolidated
financial statements
 
for
 
the
 
year
 
ended 31
 
December
 
2023 and
 
for
 
the
 
year
 
ended 31
 
December
 
2022, which
have
 
been
 
prepared
 
in
 
accordance
 
with
 
International
 
Financial
 
Reporting
 
Standards
 
(IFRS).
 
In
 
addition,
 
it
includes
 
information
 
as
 
derived
 
from
 
internal
 
information
 
systems,
 
consistent
 
with
 
the
 
Group’s
 
accounting
policies,
 
such
 
as
 
the
 
selected
 
financial
 
information
 
for
 
the
 
Group’s
 
two
 
main
 
reportable
 
segments
 
a)
 
Greek
Operations,
 
which
 
incorporate
 
the
 
business
 
activities originated
 
from
 
the
 
Company,
 
the
 
Bank and
 
the
 
Greek
subsidiaries and b)
 
International Operations, which incorporate the business activities originated from the banks
and the
 
other
 
local
 
subsidiaries
 
operating
 
in Bulgaria,
 
Cyprus
 
and Luxembourg
 
(as described
 
at the
 
relevant
section on page 4).
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
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CORPORATE GOVERNANCE STATEMENT
 
2023
1.
 
Adoption of the Hellenic Corporate Governance Code
 
In compliance with art. 17 of L.4706/2020 for
 
the listed companies (effective from 18.7.2021 onwards), which
 
stipulates that
listed companies should adopt and
 
implement a corporate governance
 
code, prepared by a
 
recognized and reputable body,
Eurobank
 
Ergasias
 
Services
 
and
 
Holdings
 
S.A.
 
(Company,
 
Eurobank
 
Holdings,
 
Holdings
 
or
 
HoldCo)
 
has
 
adopted
 
and
implements the Hellenic Corporate Governance Code (the Code).
 
The
 
Code
Given
 
that
 
the
 
Eurobank
 
Holdings
 
Group
 
(the
 
Group)
 
consists
 
mainly
 
of
 
Eurobank
 
S.A.
 
(Eurobank
 
or
 
Bank)
 
and
 
its
subsidiaries
 
(the
 
Eurobank
 
or
 
Bank
 
Group),
 
the
 
present Corporate
 
Governance
 
Statement
 
outlines
 
how
 
the
 
principles
stipulated by the Code were applied to both Eurobank Holdings and Eurobank during 2023.
 
2.
 
Board of Directors
5
2.1
 
General
The HoldCo/Bank are managed
 
by their respective Boards
 
of Directors (Board or
 
BoD), which are collectively
 
responsible
for
 
their
 
long-term
 
success.
 
The
 
Boards
 
exercise
 
their
 
responsibilities
 
in
 
accordance
 
with
 
the
 
Greek
 
legislation
 
and
international best practices, as well as with their Articles of Association and the
 
shareholders’ General Meetings’ legitimate
decisions.
 
The role of the
 
Board is to
 
offer entrepreneurial leadership to
 
the Group within
 
a framework of
 
prudent and effective controls,
facilitating the assessment and
 
management of risks. The
 
Board establishes the Group's strategic
 
objectives, ensures the
availability
 
of
 
essential
 
financial
 
and
 
human
 
resources
 
for
 
the
 
Group
 
to
 
fulfil
 
its
 
purpose,
 
and
 
evaluates
 
management
performance. It also defines
 
the Group's values and
 
standards, ensuring that its
 
responsibilities to shareholders and
 
other
stakeholders are acknowledged and fulfilled.
 
All members of the Board
 
are required to act
 
in the best interests of
 
the Group,
aligning with their legal duties.
2.2
 
Composition of the Board
The
 
members
 
of
 
the
 
Board
 
are
 
elected
 
by
 
the
 
HoldCo’s
 
and
 
Eurobank’s
 
General
 
Meetings,
 
which
 
determine
 
the
 
exact
number of the
 
directors and their
 
term of office,
 
within the limits of
 
the law and of
 
the HoldCo’s and
 
Eurobank’s Articles of
Association and also designates the independent non-executive directors.
 
During 2023:
-
 
further
 
to
 
the
 
discussions
 
and
 
the
 
decisions
 
reached
 
at
 
HoldCo/Bank
 
NomCo
 
meetings
 
dated
 
22.06.2023,
23.06.2023
 
and
 
27.06.2023
 
and
 
the
 
resolutions
 
of
 
the
 
HoldCo/Bank
 
Annual
 
General
 
Meeting
 
(AGM)
 
of
shareholders 2023, the number of the HoldCo/Bank BoD members increased to fifteen members with the election
of Messrs Burkhard
 
Eckes and John
 
Hollows who were
 
appointed as independent
 
Non-Executive Directors. The
term of office
 
of the
 
aforementioned new
 
members expires concurrently
 
with the term
 
of office of
 
the other members
of the HoldCo/Bank
 
Board and more specifically
 
on 23.07.2024, prolonged until
 
the end of the
 
period the Annual
General Meeting for the year 2024 will take place.
 
-
 
following the Hellenic Financial Stability
 
Fund’s (HFSF) divestment from HoldCo, and
 
taking into consideration that
the HoldCo and Bank
 
are no longer subject to law 3864/2010 and
 
to the special rights of the HFSF provided for in
such
 
law,
 
including
 
HFSF’s
 
right
 
to
 
appoint
 
its
 
representative
 
in
 
the
 
HoldCo
 
and
 
Bank
 
Boards
 
and
 
Board
Committees,
 
the
 
HFSF
 
representative
 
Mrs.
 
Efthymia
 
Deli, submitted
 
her
 
resignation
 
from
 
the
 
abovementioned
positions on 26 October 2023, effective as of 7 November 2023.
 
-
 
On 31 October 2023, Mr. Andreas Athanasopoulos, Deputy
 
CEO and Executive Member of
 
the HolDCo/Bank BoD
submitted his resignation from the above positions with effect from December 31, 2023.
 
 
5
Information regarding the Board’s composition is also included
 
in relevant note of the consolidated accounts of
 
HoldCo and Eurobank
respectively.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
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Following the above,
 
the current
 
Boards, as of
 
the date of
 
approval of the
 
here-in Statement,
 
consist of thirteen
 
(13) Directors
of whom, three (3) executives, three (3) non-executives and seven (7) independent non-executives:
 
Eurobank Holdings
Eurobank
First
appointment
End of
Term
First
appointment
End of
Term
Georgios P. Zanias
Chairperson, Non-Executive Director
Mar. 2019
2024
Mar. 2020
2024
Georgios K. Chryssikos
Vice-Chairperson, Non-Executive Director
Jun. 2014
2024
 
Mar. 2020
2024
Fokion C. Karavias
Chief Executive Officer
Jun. 2014
2024
Mar. 2020
2024
Stavros E. Ioannou
Deputy Chief Executive Officer
 
Apr. 2015
2024
Mar. 2020
2024
Konstantinos V. Vassiliou
Deputy Chief Executive Officer
July 2018
2024
Mar. 2020
2024
Bradley Paul L. Martin
Non-Executive Director
Jun. 2014
2024
Mar. 2020
2024
Rajeev K. L. Kakar
Non-Executive Independent Director
July 2018
2024
Mar. 2020
2024
Jawaid A. Mirza
Non-Executive Independent Director
Jun. 2016
2024
Mar. 2020
2024
Alice K. Gregoriadi
Non-Executive Independent Director
Apr. 2020
2024
Apr. 2020
2024
Irene Rouvitha Panou
Non-Executive Independent Director
Apr. 2020
2024
Apr. 2020
2024
Cinzia V. Basile
Non-Executive Independent Director
Dec. 2020
2024
Dec. 2020
2024
Burkhard Eckes
Non-Executive Independent Director
Jul. 2023
2024
Jul. 2023
2024
John Arthur Hollows
Non-Executive Independent Director
Jul. 2023
2024
Jul. 2023
2024
The
 
short
 
CVs
 
of
 
the
 
HoldCo
 
and
 
Eurobank
 
Boards
 
members
 
as
 
summarized
 
below
 
are
 
evidence
 
that
 
the
 
Boards’
composition reflects the knowledge, skills
 
and experience required for the execution of
 
their duties, in accordance with the
Board Nomination Policy and the HoldCo’s/Bank’s business model and strategy.
It is also
 
noted that the
 
directorships of the
 
HoldCo and Eurobank
 
Boards members as
 
at 31.12.2023, are
 
outlined in Section
2.7, “Directorships of Board members”.
Georgios Zanias
Chairperson, Non-Executive Director
Year of birth: 1955
Nationality: Hellenic
Number of shares in Eurobank Holdings: -
George
 
P.
 
Zanias
 
joined
 
Eurobank
 
as
 
the
 
Chairman
 
of
 
the
 
Board
 
of
Directors
 
in
 
2019.
 
He
 
is
 
also
 
a
 
Professor
 
Emeritus
 
of
 
Economics
 
at
 
the
Athens University of Economics and Business and a Member of the
 
Board
of IOBE.
In
 
the
 
past,
 
Mr
 
Zanias
 
has
 
served
 
as
 
the
 
Minister
 
of
 
Finance
 
(2012),
Chairman of the Board of
 
Directors of the National Bank
 
of Greece (2012-
2015), Chairman
 
of the
 
Board of
 
the Hellenic
 
Banking Association (2012-
2015), Member
 
of the
 
Board of
 
the European
 
Banking Federation
 
(2012-
2015), Member of
 
the Board of
 
the American-Greek Chamber
 
of Commerce
( 2019-2022), Chairman
 
of the Council of
 
Economic Advisors at
 
the Ministry
of Finance (2009-2012), General Secretary of the Ministry
 
of Economy and
Finance
 
(2001-2004),
 
Chairman
 
and
 
Scientific
 
Director
 
of
 
the
 
National
Economic Institute (KEPE) (1998-2001).
He
 
has
 
also
 
served
 
as
 
a
 
Director on
 
the
 
Boards
 
of
 
Hellenic
 
Exchanges
(2000-2001),
 
Public
 
Debt
 
Management
 
Office
 
(PDMA)
 
(2009-2012),
General
 
Bank
 
(1997-1998),
 
CHIPITA
 
SA
 
(2015-2019),
 
the
 
European
Financial Stability Mechanism (EFSF/ESM)
 
(2010-2012). Also: Member of
the
 
Board
 
of
 
Governors of
 
the
 
Black
 
Sea
 
Trade
 
and
 
Development Bank
(2003-2004), Alternate
 
Governor of
 
the Board of
 
Governors of
 
EBRD (2002-
2004),
 
Member
 
of
 
the
 
European
 
Securities
 
Committee
 
(2001-2002),
Member of the
 
Monetary Policy Committee
 
of the Bank
 
of Greece (May-July
2012), Chairman of
 
the Board of
 
Directors of Piraeus
 
Real Estate SA
 
and
Picar SA (2017-2019), Vice Chairman
 
of the Board of
 
ETVA Industrial Zone
SA (2018-2019).
He holds a Doctorate from Oxford University, an M.Sc. for the University of
Reading
 
and
 
a
 
B.Sc.
 
from
 
the
 
Athens
 
University
 
of
 
Economics
 
and
Business.
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
73
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George Chryssikos
Vice Chairman, Non-Executive Director of the BoD
Membership in Board Committees:
Remuneration Committee
 
– Member
Year of birth: 1972
Nationality: Hellenic
Number of shares in Eurobank Holdings: 800.000
Mr.
 
Chryssikos is the
 
Founder and BoD
 
Member of
 
Grivalia Management
Company SA and also serves as Chairman & CEO of
 
Grivalia Hospitality.
In the
 
past, Mr.
 
Chryssikos had
 
also the
 
following significant
 
posts: Non-
Executive Director of
 
the BoD, MYTILINEOS
 
(2017-2019), Member of
 
the
BoD,
 
Praktiker
 
Hellas
 
(2014-2019),
 
Member
 
of
 
the
 
BoD
 
and
 
General
Secretary,
 
British
 
Hellenic
 
Chamber
 
of
 
Commerce
 
(2014-2017),
 
CEO,
Executive Director of the BoD and Chairman of the Investment Committee,
Grivalia Properties REIC (2013-2019), Non-Executive Director
 
of the BoD,
Lamda Hellix (2013-2017),
 
General Manager, Executive
 
Director of
 
the BoD
and
 
Chairman
 
of
 
the
 
Investment
 
Committee,
 
Grivalia
 
Properties
 
REIC
(2008),
 
Investment
 
Manager
 
and
 
Member
 
of
 
the
 
Investment
 
Committee,
Grivalia Properties REIC (2006).
He
 
holds
 
an
 
MBA
 
in
 
Corporate
 
Finance
 
&
 
Strategy
 
from
 
the
 
Columbia
Business School,
 
USA, an
 
MSc in
 
Engineering &
 
Construction Management
from UC
 
Berkeley,
 
USA, as
 
well as
 
a MEng
 
in Civil
 
Engineering from the
National Technical University of Athens.
Fokion Karavias
Chief Executive Officer (CEO)
Year of birth: 1964
Nationality: Hellenic
Number of shares in Eurobank Holdings: 269.495
Mr.
 
Karavias
 
joined
 
Eurobank
 
in
 
1997
 
and
 
served,
 
inter
 
alia,
 
as
 
Senior
General Manager, Group Corporate
 
& Investment Banking,
 
Capital Markets
&
 
Wealth
 
Management
 
(2014-2015)
 
and
 
Executive
 
Committee
 
Member
(2014-2015), General Manager
 
and Executive Committee
 
Member (2005-
2013), Deputy General Manager and Treasurer (2002-2005), Head
 
of fixed
income and derivative product trading (1997).
In the past, Mr. Karavias had also the following significant posts: Treasurer
of
 
Telesis
 
Investment
 
Bank
 
(2000),
 
Head
 
of
 
fixed
 
income
 
products
 
and
derivatives in Greece of
 
Citibank, Athens (1994)
 
and has also worked
 
in the
Market Risk Management Division of JPMorgan NY
 
(1991).
He
 
holds
 
a
 
PhD
 
in
 
Chemical
 
Engineering
 
from
 
the
 
University
 
of
Pennsylvania, Philadelphia, USA and an MA in
 
Chemical Engineering from
the same university, as well as
 
a Diploma in Chemical
 
Engineering from the
National Technical University of Athens.
 
He has published
 
articles on topics
related to his academic research.
Stavros Ioannou
Deputy Chief Executive Officer (CEO), Group Chief
Operating Officer (COO) & International Activities
Membership in Board Committees:
Board Digital and Transformation Committee - Member
Year of birth: 1961
Nationality: Hellenic
Number of shares in Eurobank Holdings: 133.154
Mr.
 
Ioannou holds several
 
other posts in
 
the Eurobank Group
 
as member
of the BoD of Eurobank Bulgaria AD
 
(since October 2015), Vice-Chairman
in Eurobank Cyprus
 
Ltd (since November 2022)
 
and is also
 
the Chairman
of
 
the
 
BoD,
 
BE-Business
 
Exchanges
 
SA
 
(since
 
January
 
2014).
Group
Private Banking is
 
also in the
 
area of his
 
responsibilities since 2019 while
he
 
has
 
been
 
appointed
 
as
 
the
 
responsible
 
BoD
 
member
 
of
 
Eurobank
Holdings and Eurobank for climate-related and environmental risks and for
the outsourcing function.
He
 
is
 
currently
 
Non-Executive
 
Board
 
member
 
of
 
Grivalia
 
Management
Company S.A. (since September 2019).
In the past, Mr.
 
Ioannou had also the following significant posts: Chairman
of
 
the
 
Executive
 
Committee
 
in
 
the
 
Hellenic
 
Banking
 
Association
 
(2020-
2022)
where he had been
 
member since 2013, Vice
 
Chairman at Cardlink
SA (2013-2015),
 
Member of
 
the BoD
 
in Millennium
 
Bank, responsible
 
for
Retail,
 
Private
 
Banking
 
and
 
Business
 
Banking
 
(2003),
 
Head
 
at
 
Barclays
Bank PLC, responsible for Retail Banking, Private Banking and Operations
(1990-1997).
He holds an MA
 
in Banking and Finance from the
 
University of Wales, UK
and a
 
Bachelor Degree
 
in Business
 
Administration from
 
the University
 
of
Piraeus.
Kostas Vassiliou
Deputy Chief
 
Executive Officer
 
(CEO), Head
 
of Corporate &
Investment Banking
Year of birth: 1972
Nationality: Hellenic
Number of shares in Eurobank Holdings: 131.626
Mr. Vassiliou holds several other posts in
 
the Eurobank Group
 
as Chairman
of the BoD
 
of Eurobank Factors
 
Single Member
 
SA (since December
 
2018),
Member of the BoD of Eurobank Equities Single Member SA
 
(since March
2015).
 
He
 
also
 
serves
 
as
 
Vice-Chairman
 
of
 
the
 
BoD
 
of
 
Eurolife
 
FFH
Insurance
 
Group
 
Holdings
 
SA
 
(since
 
January
 
2021),
 
Eurolife
 
FFH
 
Life
Insurance SA (since December 2020) and Eurolife FFH General Insurance
SA (since December 2020).
In the
 
past, Mr.
 
Vassiliou
 
had also the
 
following significant posts:
 
Country
Manager
 
for
 
Greece,
 
Cyprus
 
and
 
the
 
Balkans,
 
Mitsubishi
 
UFJ
 
Financial
Group, London
 
(2000-2005) and Senior
 
Relationship Manager,
 
Mitsubishi
UFJ Financial Group, London (1998-2000).
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
74
|
Page
 
He
 
holds
 
an
 
MΒΑ
 
from
 
Boston
 
University,
 
USA
 
and
 
a
 
BA
 
in
 
Business
Administration from the Athens University of Economics
 
and Business.
Alice Gregoriadi
Independent Non-Executive Director
Membership in Board Committees:
Board Risk Committee – Member
Remuneration Committee – Member
Board Digital and Transformation Committee – Chairwoman
Year of birth: 1968
Nationality: Hellenic
Number of shares in Eurobank Holdings: -
Mrs.
 
Gregoriadi
 
also
 
serves
 
as
 
an
 
Affiliate
 
Partner
 
 
Management
Consultant
 
at
 
True
 
North
 
Partners
 
LLP,
 
London,
 
UK.
 
In
 
the
 
past,
 
Mrs.
Gregoriadi had also the
 
following significant posts: Hellenic Corporation of
Assets
 
&
 
Participations
 
(HCAP), Greece,
 
Non-Executive Board
 
member,
Audit
 
Committee
 
member,
 
Corporate
 
Governance
 
and
 
Nominations
Committee member (February 2017 –
 
February 2021), JPMorgan, London,
UK, various posts
 
as Managing Director
 
(February 2010 –
 
May 2015), IBOS
Board Director (April
 
2010 – August
 
2014), ABN Amro
 
Bank, Amsterdam,
Netherlands & London, UK,
 
various posts as Managing
 
/ Executive Director
(November
 
2001
 
 
December
 
2009),
 
Citibank
 
NA,
 
London,
 
UK,
 
various
Senior Executive Director posts (February 1994
 
– August 2001) , Clearing
House Automated Payments
 
System (CHAPS), UK,
 
Board Director (June
1997 – July 2000).
She holds an MBA
 
from the Manchester
 
Business School, UK (1991-1993),
including an MBA international exchange
 
program from the E.J.Cox School
of
 
Management,
 
Texas,
 
USA
 
 
(1992),
 
an
 
Executive
 
Certification
 
on
Blockchain
 
for
 
business
 
from
 
University
 
College
 
London
 
(2019),
 
an
Executive Certification
 
on eCommerce
 
from the
 
Darden School
 
of Business,
Virginia University, USA (2000) and a BSc in Business Administration from
the The American College, Athens, (1987-1990).
Rajeev Kakar
Independent Non-Executive Director
Membership in Board
Committees:
Audit Committee – Member
Board Risk Committee – Chairman
Nomination & Corporate Governance Committee –
 
Member
Board Digital and
 
Transformation Committee –
 
Vice Chairman
Year of birth: 1963
Nationality: Indian
Number of shares in Eurobank Holdings: -
Mr. Kakar is a senior international
 
banker with 35 years
 
of financial services
experience,
 
and
 
currently
 
also
 
serves
 
as
 
a
 
board
 
member
 
of
 
several
Financial Institutions-
 
including Commercial
 
International Bank
 
(Egypt), Gulf
International Bank
 
Group Board
 
(Bahrain), Gulf
 
International Bank
 
(Saudi
Arabia), UTI Asset Management Company
 
Ltd. (India), and is also
 
a Global
Advisory
 
Board
 
member
 
at
 
the
 
University
 
of
 
Chicago’s
 
Booth
 
School
 
of
Business.
 
In
 
the
 
past
 
Mr.
 
Kakar
 
has
 
also
 
served
 
as
 
board
 
member
 
on
several
 
international
 
financial
 
institutions/bank
 
boards
 
-
 
eg.,
 
as
 
Board
Member
 
of
 
Visa
 
International
 
CEEMEA
 
(United
 
Kingdom
 
2004-2006),
Chairman of
 
the BoD,
 
Fullerton Securities &
 
Wealth Advisors
 
(New Delhi,
India 2008-2017), board Member of
 
Fullerton India Credit Company
 
(India
2009-2017), Member of the Board of Commissioners,
 
Adira Dinamika Multi
Finance Tbk, subsidiary of Bank Danamon (Indonesia
 
2010-2013), etc.
Between
 
2006-2018,
 
Mr.
 
Kakar
 
served
 
as
 
the
 
Global
 
Co-Founder
 
of
Fullerton
 
Financial
 
Holdings
 
(Singapore)
 
-
 
a
 
wholly
 
owned
 
subsidiary
 
of
Temasek
 
Holdings, Singapore. In this role,
 
he also concurrently served as
Fullerton’s
 
Global CEO
 
of Consumer
 
Banking, Regional
 
CEO for
 
Central
Europe,
 
Middle
 
East
 
and
 
Africa,
 
and
 
also
 
as
 
the
 
Founder,
 
Managing
Director and
 
CEO of
 
Dunia Finance
 
(Fullerton’s UAE
 
subsidiary). Prior
 
to
2016, he was at Citibank
 
for 20 years working across
 
various countries and
held
 
various
 
senior
 
management
 
positions,
 
including,
 
his
 
most
 
recent
Citibank
 
assignment
 
where
 
he
 
served
 
as
 
the
 
Regional
 
CEO
 
&
 
Division
Executive for Citibank-Turkey, Middle East and Africa until Jan 2006.
 
Mr. Kakar
 
holds an MBA,
 
Finance & Marketing from
 
the Indian Institute
 
of
Management,
 
Ahmedabad
 
(India)
 
and
 
a
 
Bachelor
 
of
 
Technology,
Mechanical Engineering from the Indian Institute of Technology (India).
Bradley Paul Martin
Non-Executive Director
Membership in Board Committees:
Board Risk Committee – Member
Nomination
 
&
 
Corporate
 
Governance
 
Committee
 
 
Vice
Chairman
Year of birth: 1959
Nationality: Canadian
Number of shares in Eurobank Holdings: 122.500
Mr. Martin
 
also serves as a Vice
 
Chairman in Strategic Investments of
 
the
Fairfax
 
Financial
 
Holdings,
 
where
 
he
 
has
 
been
 
a
 
senior
 
executive
 
since
1998.
In
 
the
 
past Mr.
 
Martin has
 
also served
 
as: Member
 
of the
 
BoD,
 
Bank
 
of
Ireland
 
(2013-2017),
 
Chief
 
Operating
 
Officer
 
(COO),
 
Fairfax
 
Financial
Holdings (2006-2012) and Partner, Torys LLP law firm (before 1998).
He holds a
 
ΒΑ from
 
Harvard University, USA
 
and an
 
LLB from
 
the University
of Toronto, Canada.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
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Jawaid Mirza
Independent Non-Executive Director
Membership in Board Committees:
Audit Committee – Chairman
Nomination & Corporate Governance Committee –
 
Member
Board Digital and Transformation Committee – Member
Remuneration Committee – Vice Chairman
Year of birth: 1958
Nationality: Canadian
Number of shares in Eurobank Holdings: -
Mr.
 
Mirza is
 
a strong proponent
 
and practitioner of
 
international corporate
governance and brings
 
with him over
 
35 years of diversified
 
experience and
a
 
solid
 
track
 
record
 
in
 
all
 
facets
 
of
 
financial
 
and
 
risk
 
management,
technology, mergers and acquisitions, business turnarounds and operation
management.
 
 
In
 
the
 
past,
 
Mr.
 
Mirza
 
was
 
also
 
the
 
lead
 
Director
 
with
 
Commercial
International Bank of
 
Egypt, as well as
 
Independent Non-Executive Director
with
 
South
 
Africa
 
Bank
 
of
 
Athens
 
(Johannesburg).
 
He
 
also
 
served
Commercial Bank of
 
Egypt (CIB) as
 
Managing Director
 
& CEO of
 
Consumer
Banking
 
and
 
Group
 
COO.
 
Over
 
the
 
years,
 
Mr.
 
Mirza
 
has
 
worked
 
with
global institutions
 
like Citibank
 
and ABN
 
AMRO Bank
 
Ltd where
 
he held
several senior positions as CFO European Region, Managing Director and
Chief Operating Officer for Global
 
Private Banking, Asset Management
 
and
New
 
Growth
 
Markets,
 
Chief
 
Financial
 
Officer
 
for
 
Asian
 
region
 
including
Australia/New
 
Zealand
 
and
 
Middle
 
East.
 
Mr.
 
Mirza
 
led
 
several
 
due
diligences for acquiring
 
banks in Europe,
 
Asia, and Latin
 
America. Mr. Mirza
was also a member
 
of the Top Executive Group (TEG)
 
of ABN AMRO Bank
as well as member of the Group Finance and
 
Group COO Board.
 
 
Mr. Mirza also serves as Non-Executive Independent
 
Director of AGT Food
& Ingredients (Canada), IDRF (Canada).
 
 
Mr.
 
Mirza
 
holds
 
various
 
business
 
management
 
courses
 
from
 
reputable
institutions
 
like
 
Queens
 
Business
 
school,
 
Wharton
 
Business
 
school,
Stanford Graduate School
 
of Business and
 
is also a member
 
of the Institute
of Corporate Directors, Canada.
 
Irene Rouvitha Panou
Independent Non-Executive Director
Membership in Board Committees:
Nomination & Corporate Governance Committee –
Chairwoman
Audit Committee – Vice Chairwoman
Year of birth: 1958
Nationality: Cypriot
Number of shares in Eurobank Holdings: -
Mrs. Rouvitha
 
Panou is
 
Independent Non-Executive
 
Director of
 
CAC Cyprus
Asset Management Company
 
KEDIPES where she
 
is Member of the
 
Board
Audit and Risk Committees, Member of
 
the Board of Trustees of UK-based
Stelios Philanthropic
 
Foundation, Member
 
of the
 
Advisory Council
 
of School
of Economics &
 
Management University of
 
Cyprus, Member of
 
the British
High
 
Commission
 
Judging
 
Panel
 
for
 
UK
 
Study
 
Awards,
 
Member
 
of
 
the
International Advisory Committee of Komvos Global Hellenism
 
Network.
In the
 
past, she
 
had the
 
following significant
 
posts: Chair
 
of the
 
Board of
Cyta
 
(Cyprus’ leading
 
integrated electronic
 
communications provider)
 
for
two
 
consecutive
 
tenures
 
(July 2016-July
 
2021),
 
Chair
 
of
 
the
 
Pensions &
Grants
 
Fund
 
of
 
the
 
Personnel
 
of
 
Cyta
 
(January
 
2019-July
 
2021),
 
Board
member of Τhe
 
Cyprus Employers and
 
Industrialists Federation (May
 
2020-
July 2021) and
 
of Cyprus public
 
company Vassiliko Cement, where
 
she was
Member of the Board Audit
 
Committee (February 2012-October
 
2014). She
was Independent Non-Executive
 
Director of Alpha
 
Bank Group subsidiaries
(Alpha
 
Bank
 
Romania,
 
Alpha
 
Bank
 
Cyprus,
 
Alpha
 
Leasing
 
in
 
Greece),
where she was
 
Chair/Member of the Board Audit,
 
Risk and Remuneration
Committees (November
 
2014-April 2020).
 
She was
 
Chair of
 
the Board
 
of
Cyprus
 
Development Bank
 
following the
 
Bank’s
 
privatisation (September
2008-April
 
2014).
 
She
 
worked
 
at
 
Laiki
 
Group
 
(HSBC
 
associate
 
bank)
(October
 
1991-November
 
2006)
 
where
 
she
 
was,
 
among
 
others,
 
Group
General Manager (January
 
2000-November 2006) and Managing
 
Director
of
 
Laiki
 
Bank
 
Hellas
 
SA
 
(April
 
2002-November
 
2006),
 
also
 
serving
 
as
Director on the
 
Boards of Laiki
 
Group and
 
its banking
 
subsidiaries in
 
Greece
and
 
Australia. She
 
held senior
 
positions in
 
the field
 
of
 
management and
financial services consulting based in Boston, USA (June 1994-September
1991).
She graduated from
 
London School of
 
Economics, UK (B.Sc.
 
Economics,
Metcalfe Scholar) with
 
postgraduate studies
 
at University of
 
Cambridge, UK
(M.Phil.
 
Economics)
 
and
 
Massachusetts
 
Institute
 
of
 
Technology,
 
USA
(Master of Science in Management, Fulbright Scholar).
 
Cinzia Basile
Independent Non-Executive Director
Membership in Board Committees:
Board Risk Committee – Vice Chairwoman
Remuneration Committee – Chairwoman
Year of birth: 1971
Nationality: Italian
Number of shares in Eurobank Holdings: -
In the past, Mrs. Basile
 
had also the following significant posts: she
 
set up
and
 
ran
 
Credit
 
Suisse
 
AG’s
 
Investment
 
Bank
 
multi-asset
 
investment
management
 
business
 
(Custom
 
Markets)
 
in
 
the
 
UK,
 
Ireland
 
and
Luxembourg, Non-Executive
 
Member of
 
the BoD
 
and Chair
 
of the Operating
and
 
Risk
 
Committee
 
of
 
Credit
 
Suisse
 
Custom
 
Markets,
 
a
 
sponsored
management company of Credit Suisse located Luxembourg
 
(August 2011
 
August
 
2017),
 
Non-Executive
 
Member
 
of
 
the
 
BoD
 
and
 
Chair
 
of
 
the
Operating of
 
Custom Markets
 
plc and
 
Custom Markets
 
QIAF,
 
sponsored
management companies of Credit
 
Suisse located in Ireland (August
 
2011 –
August
 
2017),
 
Non-Executive
 
Member
 
of
 
the
 
BoD
 
and
 
Chair
 
of
 
the
Operating and
 
Risk
 
Committee of
 
Custom
 
Markets QIAF
 
a subsidiary
 
of
Credit Suisse located in Ireland (August 2011 – August 2017).
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
ATTACHMENT
 
TO THE REPORT OF THE DIRECTORS
 
76
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She
 
holds
 
a
 
Juris
 
Doctor
 
Degree
 
from
 
the
 
University
 
of
 
Rome
 
“La
Sapienza”,
 
Italy
 
and
 
she
 
was
 
awarded
 
a
 
Thesis
 
Scholarship
 
(derivative
instruments), London School of Economics, UK.
John Arthur Hollows
Independent, Non-Executive Director
Membership in Board Committees:
Board Risk Committee – Member
Board Digital and Transformation Committee – Member
Year of birth: 1956
Nationality: British
Number of shares in Eurobank Holdings: -
Mr. Hollows served for
 
26 years in
 
the KBC Group
 
as Member of
 
the Boards
of Directors,
 
KBC Bank
 
and KBC
 
Insurance (2009-2022),
 
Member of
 
the
Executive
 
Committee,
 
KBC
 
Group
 
(2009-2022),
 
Chair
 
of
 
the
 
Board
 
of
Directors
 
of
 
Československá
 
obchodní
 
banka,
 
a.
 
s.
 
(ČSOB)
 
and
 
CEO
(2014-2022), Member of the Board of Directors of KBC Group N.V.,
 
Group
Chief
 
Risk
 
Officer
 
(2010-2014),
 
CEO,
 
Central
 
and
 
Eastern
 
Europe
 
and
Russia
 
(2009-2010),
 
Senior
 
General
 
Manager,
 
Banking,
 
Central
 
Europe
Business Unit, KBC
 
Group, Brussels (2006-2009), CEO,
 
Kereskedelmi es
Hitelbank Rt.,
 
Hungary (2003-2006), General
 
Manager, Asia
 
Pacific, KBC
Bank
 
N.V.
 
(1999-2003), General
 
Manager,
 
Shanghai Branch,
 
KBC
 
Bank
N.V.
 
(1997-1999)
 
and
 
Commercial
 
Banking
 
Head,
 
Hong
 
Kong
 
Branch,
Kredietbank N.V (1996).
In the
 
past. Mr.
 
Hollows served at
 
Barclays Bank PLC
 
as Chief
 
Manager,
Taipei
 
Branch (1991-1995), Head of
 
International Trade Services,
 
London
(1989-1991), Manager,
 
Export Finance Department,
 
London (1986-1989),
Corporate Manager, Watford Branch
 
(1984-1986), Assistant
 
Manager, Cost
Control Unit, General Manager’s Office (1982-1984) and Graduate
 
Trainee
(1978-1982). He has also
 
served as Chair, European Council
 
of Commerce
and
 
Trade
 
(1994-1995)
 
and
 
Deputy
 
Chair,
 
British
 
Exporters
 
Association
(1989-1991).
He
 
holds a
 
Master
 
of Arts,
 
Sidney Sussex
 
College, Cambridge
 
(law and
economics).
Burkhard Eckes
 
Independent, Non-Executive Director
Membership in Board Committees:
Audit Committee – Vice Chairman
Nomination and Corporate
 
Governance Committee
 
– Member
Year of birth: 1960
Nationality: German
Number of shares in Eurobank Holdings: -
Mr. Eckes
 
served for more than
 
30 years at
 
PwC as Senior Advisor,
 
PwC
Germany and
 
EMEA (Europe,
 
Middle East and
 
Africa) (2022
 
- 2023),
 
Global
Banking
 
and
 
Capital
 
Markets
 
(BCM),
 
ESG
 
Leader
 
and
 
member
 
of
 
the
Global
 
Financial
 
Services
 
(FS)
 
ESG
 
Leadership
 
Team
 
(2019
 
-
 
2022),
responsible
 
for
 
BCM
 
activities
 
in
 
ESG
 
consulting
 
globally
 
EMEA
 
BCM,
Leader
 
and
 
member
 
of
 
the
 
EMEA
 
FS
 
Leadership
 
Team
 
(2017
 
-
 
2022),
responsible for BCM client relationships,
 
projects and strategy in consulting
and
 
assurance
 
services,
 
including
 
development
 
and
 
implementation
 
of
banking
 
strategies,
 
business
 
models,
 
supervisory
 
and
 
regulatory
requirements and practices,
 
governance, risk
 
management, accounting
 
and
reporting best practices, ESG,
 
bank restructuring and bank transformation
advice,
 
Member
 
of
 
the
 
Global
 
BCM
 
Leadership
 
Team
 
(2009
 
-
 
2022),
German
 
BCM
 
Leader and
 
member of
 
the
 
German FS
 
Leadership Team
(2009 - 2018), responsible for
 
consulting and assurance services,
 
including
HR, people development
 
and statutory audits
 
of large German
 
banks, Chair
of
 
the Global
 
Banking International
 
Accounting Group
 
(2002 -
 
2023) and
Partner (1996 - 2022).
In the past.
 
Mr. Eckes
 
has served as Chair
 
of the Banks
 
Working Party of
Accountancy
 
Europe
 
(former
 
FEE
 
-
 
Fédération
 
des
 
Experts
 
Comptables
Européens)
 
(2015
 
-
 
2022),
 
Chair
 
of
 
the
 
Banking
 
Committee
(Bankenfachausschuss –
 
BFA)
 
of the
 
German Institute
 
of Public
 
Auditors
(Institut der Wirtschaftsprüfer - IDW)
 
(2017 - 2022) and member of the
 
BFA
(2008 -
 
2022), Member
 
of the
 
European Parlamentary
 
Financial Services
Forum
 
-
 
EPFSF
 
(2012
 
-
 
2023)
 
and
 
Member
 
of
 
the
 
Steering
 
Committee
Sustainability of IDW (2020 - 2022).
He holds an MBA from the University
 
of Saarland, Saarbrücken (1986) and
is a Certified Public Auditor (German Wirtschaftsfprüfer)
 
(1996).
 
 
 
 
 
 
 
 
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The short CV of the Secretary to the BoD is the following:
Ioannis Chadolias
Secretary to the BoD, Head of Group Company
 
Secretariat
 
Secretary to the following
Board Committees:
Remuneration Committee
Nomination & Corporate Governance Committee
Board Digital and Transformation Committee
Year of birth: 1970
Nationality: Hellenic
Number of shares: 10.000
Mr. Chadolias is responsible to provide effective company secretarial support
to the Board and
 
Board Committees of Eurobank and Eurobank
 
Holdings as
well as
 
to their
 
most important Executive
 
Committees, and to
 
safeguard the
integrity of the corporate governance framework of
 
these companies.
Mr.
 
Chadolias
 
has
 
served
 
within
 
Eurobank
 
Group
 
as
 
Deputy
 
Company
Secretary
 
(September
 
2016
 
 
January
 
2021),
 
Head
 
of
 
Group
 
Corporate
Governance
 
Division
 
(September
 
2009
 
 
August
 
2016)
 
and
 
Subsidiaries
Control and Compliance Manager (December 2006 –
 
September
 
2009).
He
 
holds
 
a
 
Master
 
of
 
Science
 
(MSc)
 
in
 
Project
 
Analysis,
 
Finance
 
and
Investment from the University of York (United Kingdom), a Bachelor Degree
in Economics from
 
the Economic University
 
of Athens (Greece)
 
and several
professional qualifications.
There
 
are
 
no
 
limitations
 
regarding
 
the
 
re-election
 
and
 
cessation
 
of
 
Directors
 
in
 
the
 
Articles
 
of
 
Association
 
of
 
the
HoldCo/Bank. In cases where a member's membership has expired, the Board has the authority to continue managing and
representing the HoldCo/Bank without replacing
 
the expired members, as long as the
 
remaining members constitute more
than half of the original number of members prior to the lapse event, and in any case, not fewer than three (3).
As per the Articles of Association of HoldCo/Bank, in compliance with Law 4548/2018, the Board can consist of three (3) to
fifteen (15) members.
 
Additionally, in accordance with
 
Law 4706/2020 on
 
corporate governance, independent
 
non-executive
Directors are
 
appointed by
 
the General
 
Meeting and
 
must constitute
 
at least
 
one-third (1/3)
 
of the
 
total number
 
of Board
members (rounded to the nearest integer), and in any case, not fewer than two (2).
For
 
the
 
year
 
2023,
 
the
 
HoldCo/Bank
 
Nominations
 
and
 
Corporate
 
Governance
 
Committees,
 
at
 
their
 
meetings
 
held
 
on
30.05.2023
 
and
 
12.12.2023,
 
reviewed
 
the
 
independence
 
criteria
 
as
 
per
 
Law
 
4706/2020,
 
European
 
Commission
Recommendation 2005/162/EC and the Joint ESMA and EBA Guidelines on the “Assessment of the suitability of members
of
 
the
 
management
 
body
 
and
 
key
 
function
 
holders”
 
(EBA/GL/2021/06).
 
The
 
Committees
 
concluded
 
that
 
the
 
seven
Independent Non-Executive Members still meet the relevant independence criteria.
2.3
 
HFSF and Tripartite Relationship Framework Agreement (TRFA)
After the complete
 
divestment on 9.10.2023 of
 
the shares held by
 
the Hellenic Financial Stability
 
Fund (HFSF) in
 
HoldCo,
the HoldCo and the Bank are no longer bound by Law 3864/2010 or the special rights granted to HFSF under that law,
 
nor
are they subject to the provisions outlined in the Tripartite Relationship Framework Agreement ("TRFA").
2.4
 
Division of responsibilities
There
 
is a
 
distinct
 
allocation of
 
responsibilities
 
at the
 
top level
 
of
 
the
 
HoldCo and
 
the
 
Bank, separating
 
the
 
governance
functions overseen by the Chairperson from
 
the operational and managerial aspects handled
 
by the Chief Executive Officer
(CEO) and Deputy CEOs. Notably, the roles of Chairperson and CEO are held by different individuals.
Chairperson
 
The Chairperson of the HoldCo/Bank
 
Boards is a Non-Executive Director and
 
does not concurrently serve as Chairperson
of
 
either
 
the
 
Risk
 
or
 
Audit
 
Committees.
 
Elected
 
by
 
all
 
Board
 
members,
 
including
 
the
 
Independent
 
Non-Executives,
 
in
accordance with L. 4548/2018 and the Articles of Association, the Chairperson presides over Board meetings
 
and ensures
their effective and efficient operation and organization.
The Chairperson is responsible to:
 
organize and coordinate the work of the Board,
 
set the Board’s agenda and ensure that adequate time is available for discussion of all agenda items, in particular
strategic issues,
 
promote a culture of open-mindedness and constructive dialogue,
 
 
facilitate and promote the
 
establishment of good and
 
constructive relationships between the
 
members of the Board
and the effective contribution of all non-executive members,
 
ensure that
 
the Directors
 
receive accurate,
 
timely and
 
clear information
 
and that
 
their developmental
 
needs are
met, with the view of enhancing the effectiveness of the Board as a team,
 
ensure continuous
 
and clear
 
communication with
 
the representatives
 
of the
 
Ministry of
 
Finance, the
 
BoG and
 
of
other public authorities,
 
ensure that the Board as a whole has a satisfactory understanding of the views of the shareholders,
 
ensure effective communication
 
with all shareholders as
 
well as the fair
 
and equitable treatment of
 
their interests
and the development of constructive dialogue with them in order to understand their positions,
 
work closely with the CEO and Corporate Secretary to prepare the BoD and to fully inform its members.
 
 
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The Board has also elected a Vice-Chairperson. The Vice-Chairperson who
 
is a Non-executive Director, supports the Chair
and acts as a liaison between the Chair and the members of the Board.
It is noted that the Board has not appointed a Senior Independent Director.
CEO
The CEO of HoldCo/Bank is responsible and accountable
 
for strategy development and its execution in alignment with the
Group's vision. His role involves leading the organization towards the realization of its goals and objectives.
Executive Directors
The
 
Executive
 
Directors
 
of
 
HoldCo/Bank,
 
including
 
the
 
CEO
 
and
 
Deputy
 
CEOs,
 
bear
 
responsibility
 
for
 
the
 
day-to-day
management and oversight of the Group, as well as the execution of its strategy as
 
defined by the Board. Additionally, they
are tasked with the following responsibilities:
 
regularly consulting with non-Executive Directors to assess the appropriateness of the implemented strategy,
 
providing
 
updates
 
to
 
the
 
Board,
 
in
 
collaboration
 
with
 
other
 
senior
 
managers
 
of
 
HoldCo/Bank,
 
regarding
 
market
conditions and any other developments affecting HoldCo/Bank,
 
promptly informing the Board, either
 
jointly or individually in writing, by
 
submitting a report with their assessments
 
and
proposals, of crisis situations or risks that are anticipated to impact the financial situation of HoldCo/Bank.
The CEO and Deputy CEOs of HoldCo/Bank fulfill their
 
duties as outlined in the HoldCo's and Bank's
 
Internal Governance
Control Manuals (IGCMs),
 
which are endorsed
 
by the respective
 
HoldCo's/Bank's Board. These
 
IGCMs, designed to
 
comply
with
 
legal
 
and
 
regulatory
 
standards
 
related
 
to
 
corporate
 
governance,
 
detail
 
the
 
comprehensive
 
framework
 
guiding
 
the
direction and supervision of HoldCo/Bank.
Non-Executive Directors
The non-Executive Directors hold the
 
responsibility for promoting and safeguarding the
 
interests of HoldCo and Bank as a
whole. Additionally, they are tasked with:
 
monitoring and evaluating the strategy and its execution, along with assessing the attainment of objectives,
 
ensuring effective oversight of the executive members, including monitoring and evaluating their performance,
 
reviewing and providing feedback on proposals presented by the Executive Directors based on available information,
 
approving, revising, and overseeing the implementation of the remuneration policy at the Group level.
The non-Executive
 
Directors have
 
the authority
 
to request,
 
following HoldCo's/Bank's
 
established internal
 
procedures, to
engage
 
with the
 
executives of
 
the company's
 
senior management.
 
This can
 
be facilitated
 
through
 
regular presentations
conducted by the heads of departments and services.
The non-Executive
 
Directors convene
 
at least
 
once a
 
year,
 
or as
 
deemed appropriate,
 
without the
 
presence of
 
executive
members to evaluate their
 
performance. During these meetings, the
 
non-Executive Directors do not
 
function as a de
 
facto
body or a committee of the Board. In 2023, the HoldCo's/Bank's non-Executive Directors held a meeting on 26.01.2023.
The HoldCo and the
 
Bank encourage the non-Executive Directors
 
to take care of their
 
information regarding all the issues
that the respective Board deals with.
The
 
Independent
 
non-Executive
 
Directors
 
have
 
the
 
responsibility
 
to
 
present,
 
either
 
individually
 
or
 
collectively,
 
their
 
own
reports to the Annual or Extraordinary General Meeting of Shareholders, in addition to the reports submitted by the Board.
2.5
 
Operation of the Board
The
 
operation
 
of
 
the
 
Board,
 
including
 
its
 
meeting
 
protocols,
 
decision-making
 
processes
 
and
 
procedural
 
guidelines,
 
is
outlined in
 
the HoldCo's/Bank's
 
Internal Governance
 
Control Manual
 
(IGCM). This
 
manual is
 
endorsed by
 
the respective
HoldCo's/Bank's
 
Board and
 
is formulated
 
to
 
adhere to
 
legal and
 
regulatory standards
 
concerning corporate
 
governance
issues, in addition to considering the relevant provisions of the HoldCo's/Bank's Articles of Association.
Board Meetings
The Board convenes regularly every quarter and on an ad hoc basis whenever required by
 
law or the needs of HoldCo and
Bank. Annually, and within the 3rd Quarter of the preceding year, the Board establishes an annual calendar of meetings for
the Board and
 
its Committees, along
 
with an annual action
 
plan. This plan
 
is adjusted as necessary
 
to ensure the proper,
comprehensive
 
and
 
timely
 
execution
 
of
 
its
 
responsibilities,
 
as
 
well
 
as
 
the
 
thorough
 
examination
 
of
 
all
 
matters
 
requiring
decisions.
 
Any
 
updates
 
or
 
amendments
 
to
 
the
 
annual
 
calendar
 
are
 
promptly
 
communicated
 
to
 
all
 
Board
 
and
 
Board
Committees members to facilitate their planning.
Board meetings are convened with a notice period of
 
at least two (2) business days or at least
 
five (5) business days if the
meeting
 
is held
 
outside the
 
HoldCo/Bank's registered
 
office,
 
as mandated
 
by Company
 
Law 4548/2018
 
provisions. The
invitation must clearly state the agenda items. If the agenda is not clearly mentioned, a decision
 
can only be made when all
Board members are
 
present or represented,
 
and no objections
 
are raised regarding
 
the meeting's convocation
 
and decision-
making. Documents submitted to the Board are typically circulated along with the agenda.
 
 
 
 
 
 
 
 
 
 
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Dissemination of Information
The Board utilises technological tools with the necessary security
 
specifications for real-time information and facilitates the
connection and information of members.
The
 
CEO and
 
senior management
 
shall ensure
 
that any
 
information necessary
 
for the
 
performance of
 
the duties
 
of the
members of the Board is available to them at any time.
Quorum in the Board Meetings
The Board is deemed to
 
have a quorum and
 
conducts valid meetings when at
 
least half plus one
 
of its members are
 
present
or
 
represented.
 
The
 
number of
 
present
 
or
 
represented
 
members
 
cannot
 
fall
 
below
 
three (3),
 
disregarding
 
any
 
resulting
fraction when determining the quorum. Decisions of the Board are made by an absolute
 
majority of the Directors present or
represented. In the event of a tie vote, the Chairperson of the Board does not have a decisive vote.
Board Decisions and Minutes
Decisions are taken following
 
discussions which exhaust the
 
agenda items to the
 
satisfaction of all members
 
present. Board
meetings minutes are
 
kept by the
 
Company Secretary of
 
the Board, are
 
approved at subsequent
 
Board meetings and
 
signed
by
 
all
 
members
 
present.
 
Finally,
 
the
 
drawing
 
up
 
and
 
signing
 
of
 
minutes
 
by
 
all
 
the
 
members
 
of
 
the
 
Board
 
or
 
their
representatives is equal to a decision of the Board, even if no meeting has preceded.
Company Secretary
The Boards of HoldCo/Bank are assisted by a
 
capable, skilled, and experienced Company Secretary to ensure
 
adherence
to internal procedures and
 
policies, as well
 
as compliance with
 
relevant laws and
 
regulations, enabling effective and
 
efficient
operations. The Company Secretary of HoldCo/Bank
 
holds a senior management position
 
and is appointed or dismissed
 
by
the Board based on the recommendation of the Chair.
The Company Secretary serves as the head of the Group Company Secretariat, a division within the Bank. In collaboration
with the Chair, the Company Secretary holds several responsibilities, including:
 
ensuring prompt, transparent, and comprehensive communication to the Board and Board Committees,
 
managing the integration of new members into the Board and Board Committees,
 
organizing General Meetings of Shareholders,
 
facilitating communication between shareholders and the Board,
 
facilitating communication between the Board and senior management.
Furthermore,
 
the
 
Company
 
Secretary
 
is
 
tasked
 
with
 
providing
 
advice
 
to
 
the
 
Board,
 
through
 
the
 
Chairperson,
 
on
 
all
governance matters and ensuring adherence to Board procedures.
All
 
members
 
are
 
entitled
 
to
 
access
 
the
 
advice
 
and
 
services
 
offered
 
by
 
the
 
Company
 
Secretary,
 
who
 
is
 
responsible
 
for
facilitating their orientation and supporting their professional growth.
2.6
 
Attendance of Board members in the Board and Board Committees
In accordance
 
with HoldCo’s
 
and Bank’s
 
Board and
 
Board Committees’
 
Attendance Policy, the
 
Board members
 
are expected
to attend all Board and Board Committees’ meetings to which they are appointed.
 
It
 
is
 
accepted,
 
though,
 
that
 
the
 
Board
 
members
 
may
 
be
 
unable
 
to
 
attend
 
some
 
meetings
 
due
 
to
 
conflicts
 
with
 
other
commitments or other
 
unforeseen circumstances. In
 
this context, a
 
mandatory minimum attendance
 
of not less
 
than 85%
for each
 
member should
 
be achieved
 
every calendar
 
year.
 
Individual meetings
 
up to
 
15% can
 
be missed
 
only if
 
a valid
excuse is provided.
In addition,
 
according to
 
L. 4706/2020,
 
in case
 
of unjustified
 
absence of
 
a Board
 
member in
 
at least
 
two (2)
 
consecutive
meetings of
 
the Board,
 
this member
 
shall be
 
considered as resigned.
 
This resignation
 
is established
 
by a
 
decision of
 
the
Board, which replaces the member, in accordance with the procedure provided by the law.
During 2023, HoldCo/Bank
 
NomCo reviewed the
 
attendance of
 
Directors to the
 
Board and Board
 
Committees on
 
30.05.2023
and on
 
12.12.2023. In
 
addition, during
 
2023, the
 
average Directors’
 
of HoldCo
 
and Eurobank
 
Board attendance
 
was as
follows:
Company
Meetings
Average ratio of
Directors’ attendance
2023
2022
2023
2022
HoldCo
24
20
96.4%
99.6%
Bank
 
23
21
96.3%
98%
During
 
2023,
 
at
 
individual
 
level,
 
the
 
attendance
 
of
 
the
 
Directors
 
to
 
the
 
Board
 
(with
 
the
 
exception
 
of
 
Mr.
 
Andreas
Athanasopoulos), stood above the 85% threshold. However, Mr.
 
Andreas Athanasopoulos provided representation proxies
for his missed
 
Board attendances (21
 
out of 24
 
meetings), leading to
 
an attendance rate
 
(physical and under
 
representation)
of 100%.
 
 
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In particular, the Directors’ attendance rates at the Board meetings in 2023 were the following:
Eurobank Holdings Board
Eurobank Board
Eligible to attend
Attended in
person (# and
%)
Eligible
to attend
Attended in
person
 
(#
and %)
Georgios Zanias,
Chairperson, Non-Executive Director
24
24
100%
23
23
100%
Georgios Chryssikos,
Vice-Chairperson, Non-Executive Director
24
22
92%
23
21
91%
Fokion Karavias,
Chief Executive Officer
1
24
24
100%
23
23
100%
Stavros Ioannou,
Deputy Chief Executive Officer
24
24
100%
23
23
100%
Konstantinos Vassiliou,
Deputy Chief Executive Officer
24
24
100%
23
23
100%
Andreas Athanasopoulos,
Deputy Chief Executive Officer
1
24
21
88%
23
19
83%
Bradley Paul Martin,
Non-Executive Director
24
22
92%
23
23
100%
Rajeev Kakar,
Non-Executive Independent Director
24
23
96%
23
23
100%
Jawaid Mirza,
Non-Executive Independent Director
24
24
100%
23
23
100%
Alice Gregoriadi,
Non-Executive Independent Director
24
24
100%
23
23
100%
Irene Rouvitha Panou,
Non-Executive Independent Director
24
23
96%
23
22
96%
Cinzia Basile,
Non-Executive Independent Director
24
23
96%
23
23
100%
Burkhard Eckes,
Non-Executive Independent Director
2
13
13
100%
13
11
85%
John Arthur Hollows,
Non-Executive Independent Director
2
13
11
85%
13
11
85%
Efthymia Deli,
Non-Executive Director, HFSF Representative
3
20
20
100%
19
18
95%
1
Mr. Andreas Athanasopoulos resigned on 31.12.2023.
 
2
Mr. Burkhard Eckes and Mr. John Arthur Hollows were appointed as BoD members
 
on 20.07.2023.
3
Ms. Efthymia Deli resigned on 7.11.2023.
 
The
 
average
 
Director’s
 
attendance
 
rates
 
to
 
HoldCo’s
 
and
 
Eurobank’s
 
Board
 
Committees,
 
along
 
with
 
the
 
individual
attendance
 
rates
 
per
 
Board
 
Committee
 
are
 
presented
 
separately,
 
under
 
the
 
subsection
 
of
 
the
 
present
 
Corporate
Governance Statement, referring to the Board Committees.
 
2.7
 
Directorships of Board members
The
 
directorships
 
of
 
the
 
Board members
 
(including
 
significant
 
non-executive
 
commitments
 
to
 
companies
 
and
 
non-profit
organisations)
 
are
 
notified
 
before
 
their
 
appointment
 
to
 
the
 
Nomination
 
&
 
Corporate
 
Governance
 
Committee
 
(NomCo)
Chairperson
 
and/or
 
the NomCo
 
in
 
accordance
 
with the
 
HoldCo and
 
Bank External
 
Engagements
 
Policy.
 
In
 
parallel, the
Board members notify
 
changes regarding their
 
directorships to the
 
Bank Group Company
 
Secretariat as soon
 
as they occur.
The number of directorships which may be held
 
by the Board members at the same time comply
 
with the provisions of art.
83
 
of
 
the
 
Law
 
4261/2014
 
(Law),
 
according
 
to
 
which
 
the
 
Directors
 
shall
 
not
 
hold
 
more
 
than
 
one
 
(1)
 
of
 
the
 
following
combinations of directorships at
 
the same time: a)
 
one (1) executive directorship
 
with two (2) non-executive
 
directorships;
and b) four (4) non-executive directorships. This restriction is not applied to directorships within the Group. Bank of Greece
(BoG) as the competent authority may allow Board members to hold one (1) additional non-executive directorship.
 
In addition, it is noted that directorships in organizations, which do not pursue predominantly commercial objectives, do not
count for regulatory purposes.
In the
 
context of
 
Board’s overall
 
effectiveness assessment
 
through which
 
the NomCo
 
assesses annually
 
the knowledge,
skills,
 
experience
 
and
 
contribution
 
of
 
individual
 
Board
 
members
 
and
 
of
 
the
 
Board
 
collectively
 
and
 
reports
 
to
 
the
 
Board
accordingly,
 
the Board
 
members’ directorships
 
were also
 
reviewed for
 
2023. The
 
relevant review
 
revealed that
 
all Board
members are compliant with the Law’s provisions.
 
 
 
 
 
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HoldCo
 
and
 
Eurobank
 
Board
 
Members’
 
Directorships
 
(including
 
Directorships
 
within
 
Eurobank
 
Group)
 
as
 
at
31.12.2023
Georgios Zanias –
Chairperson, Non-Executive Director
 
Foundation for Economic and Industrial Research (IOBE) –
Board Member
1
Georgios Chryssikos –
Vice-Chairperson, Non-Executive Director
 
Grivalia Management Company S.A. –
Vice Chairman, Non-Executive Director
 
Grivalia Hospitality S.A. –
Chairman of the BoD, Chief Executive Officer
Fokion Karavias –
Chief Executive Officer
 
Hellenic Bank Association (HBA) –
Vice Chairman
1
Stavros Ioannou
– Deputy Chief Executive Officer
 
Grivalia Management Company S.A. –
Non-Executive Director
 
Be-Business Exchanges S.A. of Business Exchanges Networks and Accounting and Tax Services –
Chairman
 
Eurobank Cyprus Ltd –
Non-Executive Director
2
 
Eurobank Bulgaria AD –
Non-Executive Director, Supervisory Board
2
Konstantinos Vassiliou
– Deputy Chief Executive Officer
 
Hellenic Exchanges – Athens Stock Exchange S.A. –
Non-Executive Director
 
Marketing Greece S.A. –
Non-Executive Director
1
 
Eurolife FFH General Insurance Single Member S.A –
Vice Chairman, Non-Executive Director
3
 
Eurolife FFΗ Life Insurance Single Member S.A. –
Vice Chairman, Non-Executive Director
3
 
Eurolife FFH Insurance Group Holdings S.A.
– Vice Chairman, Non-Executive Director
3
 
Eurobank Equities Investment Firm Single Member S.A. –
Non-Executive Director
2
 
Eurobank Factors Single Member S.A. –
Chairman
2
Bradley Paul Martin –
Non-Executive Director
 
Blue Ant Media Inc.-
Non-Executive Director
 
AGT Food and Ingredients Inc –
Non-Executive Director
Rajeev Kakar –
Non-Executive Independent Director
 
Gulf International Bank, Bahrain –
Non-Executive Director
4
 
Gulf International Bank, Kingdom of Saudi Arabia –
Non-Executive Director
4
 
Commercial International Bank (CIB) –
Non-Executive Director
7
 
Commercial International Bank (CIB) Kenya Limited –
Non-Executive Director
7
 
UTI Asset Management Co. Ltd (UTIAMC) –
Non-Executive Director
Jawaid Mirza –
Non-Executive Independent Director
 
AGT Food and Ingredients Inc –
Non-Executive Director
 
Commercial International Bank (CIB) –
Non-Executive Director
7
Alice Gregoriadi –
Non-Executive Independent Director
 
Hellenic Blockchain Hub
 
Non-Executive Director
1
Cinzia Basile –
Non-Executive Independent Director
 
Creditis Servizi Finanziari S.p.A. –
Non-Executive Director
6
 
Brent Shrine Credit Union (trading name My Community Bank) –
Non-Executive Chair of the Board
1
 
Zenith Service S.p.A. –
Non-Executive Director
 
Nikko Europe Asset Management –
Non-Executive Director
5
 
Nikko AM Global Umbrella Fund
 
– Non-Executive Director
5
 
Fincentro Finance S.p.A
. – Non-Executive Director
6
Irene Rouvitha Panou –
Non-Executive Independent Director
 
Stelios Philanthropic Foundation –
Member of the Board of Trustees
1
 
Cyprus Asset Management Company Ltd (KEDIPES) –
Non-Executive Director
Burkhard Eckes –
Non-Executive Independent Director
Solaris SE –
Non-Executive Member of Supervisory Board
Bank Pictet & Cie (Europe) AG –
Non-Executive Member of Supervisory Board
Inexogy Energy Holding KGaA –
Non-Executive – Chairman of Supervisory Board
John Hollows – Non-Executive Independent Director
None
1
Organization that does not pursue predominantly
 
commercial objectives.
2
 
Company that belongs to Eurobank
 
Group and along with
 
directorships in HoldCo, Eurobank and the
 
other companies of the
 
Group is
considered as 1 (one) directorship for each
 
Board membe.r
3
 
Company that belongs to Eurolife
 
FFH Group and along with
 
directorships in the other companies
 
of that group, is considered
 
as 1 (one)
directorship for each Board member.
4
 
Company that belongs to Gulf International
 
Bank Group and along with directorships
 
in the other companies of that group,
 
is considered
as 1 (one) directorship for each Board member.
5
 
Company that belongs
 
to Nikko Asset
 
Management Group
 
and along with
 
directorships in
 
the other companies
 
of that group,
 
is considered
as 1 (one) directorship for each Board member.
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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6
Company that belongs to
 
Columbus HoldCo S.a.r.l Group and
 
along with directorships
 
in the other companies
 
of that group, is
 
considered
as 1 (one) directorship for each Board member.
7
Company that belongs to Commercial International Bank (CIB) Group and along with directorships in the other companies of that
 
group,
is considered as 1 (one) directorship for each
 
Board member.
2.8
 
Conflicts of interest
The Group has implemented a "Conflicts of
 
Interest Policy," endorsed
 
by the HoldCo's and Eurobank's Board of
 
Directors,
which includes a set
 
of policies, procedures, systems,
 
and controls to
 
identify, prevent, and manage situations that
 
may lead
to actual, potential, or perceived conflicts of interest arising from the Group's business activities.
To
 
prevent
 
conflicts
 
of
 
duties,
 
the
 
Group
 
has
 
established
 
procedures
 
that
 
segregate
 
the
 
executive
 
and
 
non-executive
responsibilities
 
of Board
 
members, including
 
differentiating
 
the responsibilities
 
of
 
the Chairperson
 
of
 
the Board
 
from the
executive responsibilities of the CEO. These procedures ensure effective segregation of duties to avoid incompatible roles,
conflicts of interest among Board members, Management, and Executives, and the misuse of inside information or assets.
Board members are expected to:
 
adhere to high standards of professional ethics and apply the principles of the Conflicts of Interest Policy,
 
act independently, making sound, objective, and independent decisions and judgments,
 
disclose any personal interests that may conflict with Holdings' (or
 
the Group's) interests or any other potential conflicts
of interest,
 
maintain privacy and confidentiality
 
of non-public information and
 
avoid behaviors constituting market
 
abuse or conflict
of interest.
Board members are
 
required to disclose
 
any engagements, directorships,
 
or interests outside
 
the Group and
 
provide any
necessary information to
 
the Group. They
 
must also disclose
 
ongoing or new
 
facts that may
 
affect the assessment of
 
conflict
of interest and independence of mind.
All
 
actual or
 
potential conflicts
 
of
 
interest at
 
the Board
 
level should
 
be communicated,
 
discussed,
 
documented, decided
upon, and managed/mitigated
 
by the Group.
 
Persistent conflicts
 
of interest are
 
managed continuously, while one-off
 
conflicts
arising unexpectedly
 
are addressed
 
with specific
 
measures. Board
 
members must
 
abstain from
 
voting on
 
matters where
they have identified conflicts of interest.
2.9
 
Remuneration
Eurobank Holdings
 
has established
 
a Board
 
of Directors’
 
Remuneration Policy
 
(Remuneration Policy) in
 
accordance with
the relevant requirements of Law
 
4548/2018 (the Law), with the latest
 
version of the Policy approved by
 
the Annual General
Meeting of Shareholders on 20.7.2023. This Remuneration Policy has been designed to meet the specific provisions of the
Law, including articles 109, 110,
 
111,
 
112, and 114.
The Remuneration
 
Policy outlines
 
the essential
 
components and
 
considerations of
 
the remuneration
 
structure for
 
Board
members. Its
 
objective is
 
to ensure
 
that remuneration
 
is fair,
 
gender-neutral, and
 
adequate to
 
retain and
 
attract directors
possessing
 
the
 
necessary
 
skills
 
and
 
experience
 
to
 
develop
 
and
 
implement
 
Eurobank
 
Holdings’
 
business
 
strategy.
Additionally,
 
it aims
 
to safeguard the
 
long-term interests
 
and sustainability
 
of the
 
organization by
 
avoiding excessive
 
risk-
taking. This is accomplished through
 
continuous monitoring of market
 
trends and best practices at
 
both domestic and global
levels. The remuneration
 
framework defines
 
the salary structure
 
and ranges, tailored
 
to attract
 
and retain talented
 
individuals
appropriately.
In establishing the
 
Remuneration Policy,
 
external and independently produced
 
benchmarking analyses of remuneration
 
in
the financial and
 
banking sectors in
 
Greece are utilized. This
 
benchmarking also includes the
 
remuneration framework for
Board members, ensuring alignment with industry standards and best practices.
In addition, regarding the Remuneration Policy, it is noted that:
 
the process of its development is characterised by objectivity and transparency,
 
the
 
Board
 
members
 
exercise
 
independent
 
judgment
 
and
 
discretion
 
when
 
approving
 
and
 
recommending
 
to
 
the
General Meeting its approval and generally when approving any remuneration, taking into account
 
both individual
performance and the performance of the company.
Eurobank
 
Holdings
 
produces,
 
for
 
each
 
financial
 
year,
 
a
 
Remuneration
 
Report
 
concerning
 
the
 
remuneration
 
and
 
other
financial benefits
 
paid to
 
each Executive
 
and Non-Executive
 
Directors of
 
the Board
 
during the
 
reporting financial
 
year,
 
in
line
 
with
 
the
 
requirements
 
of
 
Article
 
112
 
of
 
the
 
Law.
 
The
 
Eurobank
 
Holdings
 
Remuneration
 
Report
 
for
 
2022
(https://www.eurobankholdings.gr/-/media/holding/omilos/grafeio-tupou/etairikes-anakoinoseis/2023/etairiki-anakoinosi-28-
06-23/ekthesi-apodoxon-2022-eng.pdf) has been
 
approved by the
 
Annual General Meeting
 
on 20.7.2023 and
 
for reasons
of transparency and
 
efficient information, presents
 
clearly the additional
 
remuneration of the
 
Board members participating
in committees.
 
The remuneration of the
 
executive Directors, as well
 
as the senior management
 
of the company,
 
are related to the size
 
of
the company, the extent of their responsibilities, the corporate strategy,
 
the company's objectives and their realisation, with
 
 
 
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the ultimate goal of avoiding excessive risk-taking including
 
with respect to direct or indirect sustainability risks
 
and creating
long-term value in the company.
 
In addition, regarding the remuneration of the executive Directors, it is noted that:
 
the Stock Options that are provided to them are completely matured after four (4) years from the date of granting,
 
they have not received bonus during 2023, therefore there was no need for the Board to examine the refund of all
or part of the bonus awarded to them, due to breach of contractual terms or incorrect financial statements.
Due to same
 
composition of the
 
Board of the
 
HoldCo and Bank and
 
since the Directors are
 
paid solely by one
 
of the two,
that being the Bank, any reference to the remuneration and /or the benefits payable to the Directors of Eurobank Holdings,
applies to the relevant remuneration they receive as Directors of the Bank.
The 2023 Board and
 
key management remuneration disclosure
 
is included in the
 
relevant note of the
 
consolidated accounts
of Eurobank Holdings
 
and in
 
compliance with
 
the provisions
 
of the
 
Company Law
 
4548/2018 and
 
in order
 
to ensure
 
adequate
transparency
 
to
 
the
 
market
 
of
 
the
 
remuneration
 
structures
 
and
 
the
 
associated
 
risks,
 
is
 
uploaded
 
at
 
website
www.eurobankholdings.gr
.
 
2.10
 
Board Role and Responsibilities
The principal duties
 
and responsibilities of
 
the HoldCo/Bank’s Board
 
encompass a wide
 
range of strategic,
 
oversight, and
governance functions:
 
review, guide,
 
and approve the strategy,
 
major plans of action,
 
risk policy,
 
business and restructuring plans,
 
and set
performance objectives,
 
monitor performance and oversee major
 
capital expenditures, acquisitions, divestitures, and
 
formation of new entities,
including special purpose vehicles,
 
ensure the availability of necessary financial and human resources, as well as an internal control system,
 
approve the annual budget and monitor its implementation quarterly,
 
approve the three-year business plan and monitor its implementation,
 
review
 
and
 
approve
 
at
 
least
 
annually
 
the
 
risk
 
strategy
 
and risk
 
appetite,
 
ensuring
 
alignment
 
with
 
overall
 
business
strategy and other plans,
 
receive and discuss comprehensive risk reports on a quarterly basis,
 
develop and deliver objectives in agreed restructuring plans under applicable laws,
 
provide oversight to senior management and approve corporate governance practices and values,
 
set standards shaping corporate culture and integrate desired culture into systems, policies, and behaviors,
 
approve risk and capital strategy and monitor CEO and Executive Board implementation,
 
approve organization chart and related policies as required by law or internal processes,
 
ensure rigorous processes for
 
monitoring organizational compliance with
 
strategy, risk appetite, laws, and regulations,
 
select, compensate, monitor, and replace key executives as needed and oversee succession planning,
 
align executive and board remuneration with long-term interests of Group and shareholders,
 
facilitate formal and transparent board nomination and election processes,
 
monitor and manage potential conflicts of interest among management, board, and shareholders,
 
ensure integrity of accounting and financial reporting systems, including independent audit and control systems,
 
review and monitor Non-Performing Loans (NPL) and Non-Performing Exposures (NPE) performance,
 
oversee disclosure and communication processes,
 
determine appropriate level of remuneration for Board and Committees’ members pending ratification,
 
address matters related to new technologies and environmental issues,
 
identify and engage with important stakeholders, understanding their interests and interactions with Group strategy,
 
facilitate open dialogue
 
with stakeholders and
 
utilize various communication
 
channels for effective
 
engagement and
understanding.
These
 
duties
 
collectively
 
contribute
 
to
 
the
 
effective
 
governance,
 
strategic
 
direction,
 
risk
 
management,
 
and
 
sustainable
growth of the HoldCo/Bank and its operations.
2.11
 
Main issues the Board dealt with during 2023
In 2023, the HoldCo’s/Bank’s Board
 
has reviewed the corporate strategy,
 
the main risks to the business and the system of
internal controls.
 
 
 
 
 
 
 
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In more detail, in discharging its responsibilities for 2023 the main issues Holdco’s/Bank’s BoDs dealt with related to:
Eurobank Holdings
Bank
a)
 
Governance:
 
approval
 
(subject
 
to
 
the
 
approval
 
of
 
the
 
Annual
General Meeting
 
(AGM)) of
 
the nomination
 
of new
member/s to the BoD and AC
 
approval
 
of
 
changes
 
at
 
the
 
Board
 
Committees’
composition
 
 
approval
 
of
 
revised
 
Terms
 
of
 
Reference
 
of
 
the
Nomination and Corporate
 
Governance Committee
and the Remuneration Committee.
 
preparation
 
and
 
convocation
 
of
 
the
 
Shareholders
General Meeting
 
 
annual
 
evaluation
 
of
 
the
 
Board
 
and
 
the
 
Board
Committees and
 
approval of
 
the 2023
 
Action Plan
that
 
included
 
recommendations
 
from the
 
BoD and
BoD Committees Self-Assessment 2022
 
review of
 
the attendance
 
of Directors
 
to the
 
Board
and Board Committees
 
approval by the Non-Executive Directors
 
of the BoD
of
 
CEO’s
 
performance
 
evaluation
 
for
 
2022
 
and
 
of
his financial and non-financial objectives for 2023
 
approval
 
of
 
the
 
External
 
Engagements
 
Policy,
 
the
Board and Board
 
Committees Evaluation Policy, the
Policy for
 
Reporting Illegal
 
or Unethical
 
Conduct &
the
 
appointment
 
of
 
the
 
Report
 
Receiving
 
&
Monitoring Officer the
 
Group Compliance
 
Policy, the
Conflicts
 
of
 
Interest
 
Policy,
 
the
 
Anti-Bribery
 
and
Corruption
 
Policy
 
and
 
the
 
Dividend
 
Distribution
Policy
 
approval
 
and
 
further
 
submission
 
to
 
the
 
Annual
General
 
Meeting
 
for
 
approval,
 
of
 
the
 
Board
Nomination Policy
 
 
approval
 
by
 
the
 
Non-Executive
 
Directors
 
of
 
the
Board
 
of
 
the
 
Remuneration
 
Policy
 
and
 
the
Separation Policy
 
approval
 
and
 
further
 
submission
 
to
 
the
 
Annual
General
 
Meeting
 
for
 
approval,
 
of
 
the
 
‘Board
 
and
Board
 
Committees’
 
fees
 
for
 
Non-Executive
Directors, the Remuneration Policy for
 
the Directors
and the Remuneration
 
Report for the financial
 
year
2022
 
approval of
 
the 8th
 
stock option
 
plan implementation
for 2023
 
 
approval
 
by
 
the
 
Non-Executive
 
Directors
 
of
 
a
Voluntary Exit Scheme (VES)
 
approval
 
by
 
the
 
Non-Executive
 
Directors
 
of
 
the
Remuneration
 
Framework
 
of
 
Eurobank
 
Holdings
and the Group Variable Remuneration Pool
 
approval
 
of
 
HoldCo’s
 
Internal Governance
 
Control
Manual
 
approval
 
of
 
the
 
revised
 
HoldCo
 
Group
Organizational Chart
 
regular update on Board Committees’ matters
 
approval of Board and
 
Board Committees calendar
for 2024,
 
various remuneration issues
 
approval
 
and
 
further
 
submission
 
to
 
the
 
Annual
General Meeting for approval,
 
of the appointment of
the auditors for the financial Year 2023
 
discussion
 
on
 
the
 
Preliminary Supervisory
 
Review
and
 
Evaluation
 
Process
 
(SREP)
 
assessment
 
of
2023 and updates for the relevant decisions
 
approval of the
 
next steps following
 
the disposal of
HFSF’s entire stake in HoldCo.
a) Governance:
 
approval
 
(subject
 
to
 
the
 
approval
 
of
 
the
 
Annual
General Meeting
 
(AGM)) of
 
the nomination
 
of new
member/s to the BoD and AC
 
approval
 
of
 
changes
 
at
 
the
 
Board
 
Committees’
composition
 
approval
 
of
 
revised
 
Terms
 
of
 
Reference
 
of
 
the
Nomination and Corporate
 
Governance Committee
and Remuneration Committee
 
preparation
 
and
 
convocation
 
of
 
the
 
Shareholders
General Meetings
 
annual
 
evaluation
 
of
 
the
 
Board
 
and
 
Board
Committees and
 
approval of
 
the 2023
 
Action Plan
that
 
included
 
recommendations
 
from the
 
BoD and
BoD Committees Self-Assessment 2022
 
review of
 
the attendance
 
of Directors
 
to the
 
Board
and Board Committees
 
approval by the Non-Executive Directors
 
of the BoD
of
 
CEO’s
 
performance
 
evaluation
 
for
 
2022
 
and
 
of
his financial and non-financial objectives for 2023
 
approval
 
of
 
the
 
Board
 
Nomination
 
Policy,
 
Group
Subsidiary Board Remuneration
 
Policy, the External
Engagements
 
Policy,
 
the
 
Board
 
and
 
Board
Committees
 
Evaluation
 
Policy,
 
the
 
Policy
 
for
Reporting
 
Illegal
 
or
 
Unethical
 
Conduct
 
&
 
the
appointment
 
of the
 
Report Receiving
 
& Monitoring
Officer, the
 
Group Compliance Policy,
 
the Dividend
Distribution
 
Policy,
 
the
 
Conflicts
 
of
 
Interest
 
Policy,
the
 
Anti-Bribery
 
and
 
Corruption
 
Policy
 
and
 
the
AML/CFT and Sanctions Policy
 
 
approval
 
by
 
the
 
Non-Executive
 
Directors
 
of
 
the
Board
 
of
 
the
 
Remuneration
 
Policy
 
and
 
the
Separation Policy
 
approval
 
and
 
further
 
submission
 
to
 
the
 
Annual
General
 
Meeting
 
for
 
approval,
 
of
 
the
 
Board
 
and
Board
 
Committees’
 
fees
 
for
 
Non-Executive
Directors
 
update
 
on
 
the
 
implementation
 
of
 
the
 
Group
Subsidiary Board Remuneration
 
Policy through the
Group during 2022
 
approval
 
by
 
the
 
Non-Executive
 
Directors
 
of
 
a
Voluntary Exit Scheme (VES)
 
approval
 
by
 
the
 
Non-Executive
 
Directors
 
of
 
the
Remuneration
 
Framework
 
of
 
Eurobank
 
Holdings
and the Group Variable Remuneration Pool
 
approval
 
of
 
Bank’s
 
Internal
 
Governance
 
Control
Manual
 
 
approval
 
of
 
the
 
revised
 
Eurobank
 
Group
Organizational Chart
 
 
regular update on Board Committees’ matters
 
approval of Board and
 
Board Committees calendar
for 2024
 
various remuneration issues, including
 
issues of the
international
 
subsidiaries
 
(performance
 
related
variable
 
remuneration,
 
remuneration
 
adjustments
etc)
 
approval
 
and
 
further
 
submission
 
to
 
the
 
Annual
General Meeting for approval,
 
of the appointment of
the auditors for the financial Year 2023
 
 
 
update from its international banking subsidiaries
 
approval of credit facilities to related parties
 
 
 
 
 
 
 
 
 
 
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Approval
 
of
 
the
 
appointment
 
of
 
the
 
BoD
 
member
responsible
 
for
 
the
 
implementation
 
of
 
the
 
Greek
AML Law
 
approval of the
 
next steps following
 
the disposal of
HFSF’s entire stake in HoldCo.
b)
 
Environmental, Social & Governance (ESG) issues:
 
approval
 
of
 
the
 
Environmental
 
and
 
Social
Governance (ESG) Strategy
 
update on various ESG matters
 
update
 
by
 
the
 
responsible
 
BoD
 
member
 
for
climate-related and environmental risks
b)
 
Environmental, Social & Governance (ESG) issues:
 
approval
 
of
 
the
 
Environmental
 
and
 
Social
Governance (ESG) Strategy
 
update on various ESG matters
 
update by the responsible BoD member
 
for climate-
related and environmental risks
 
c)
 
Strategic issues including Corporate and other actions:
 
 
discussion of various strategy issues
 
approval of the share
 
capital increase following
 
the
exercise
 
of
 
stock
 
option
 
rights (stock
 
options)
 
and
amendment of article 5
 
of the Articles
 
of Association
of the Company according
 
to article 113
 
par. 3
 
of l.
4548/2018.
 
approval
 
(subject
 
to
 
the
 
approval
 
of
 
The
 
Annual
General
 
Meeting
 
(AGM)
 
of
 
the
 
share
 
buyback
 
of
 
HFSF’s shares
 
approval of the issuance of a common bond loan in
the context of share buyback of HFSF’s shares
c)
 
Strategic issues including Corporate and other actions:
 
 
discussion of various strategy issues
 
approval
 
of
 
the
 
merger
 
of
 
the
 
Bank
 
with
“STANDARD
 
SINGLE
 
MEMBER
 
REAL
 
ESTATE
SOCIETE ANONYME”
 
by way
 
of its
 
absorption by
the Bank
 
approval
 
of
 
the
 
merger
 
of
 
the
 
Bank
 
with
 
“CLOUD
HELLAS
 
SINGLE
 
MEMBER
 
KTIMATIKI
 
S.A.”
 
by
way of its absorption by the Bank
 
approval
 
of
 
the
 
merger
 
of
 
the
 
Bank
 
with
 
“ADEXA
MONOPROSOPI
 
ANONYMI
 
ETAIREIA
DIACHEIRISHS
 
KAI
 
EKMETALLEFSHS
AKINITON” by way of its absorption by the Bank
 
approval of sale in Serbia (Project Leo)
 
approval of
 
acquisition of
 
additional stake
 
in Hellenic
Bank (Project Hermione)
 
approval
 
of
 
revised
 
Real
 
Estate
 
Owned
 
(REO)
Strategy
 
 
approval of Real Estate acquisitions
 
approval
 
of
 
Arbitration
 
Agreements
 
and
authorizations
 
approval of Bank’s Covered Bonds Programme II
 
of
up to €5b
 
approval
 
of
 
HAPS
 
Securitization
 
of
 
a
 
Syndicated
Corporate Positions
 
across all four
 
systemic banks
of c.1.2bn (Project Solar)
 
approval
 
of
 
Covered
 
Bond
 
Programme
 
II
 
-
 
Use
 
of
the “European Covered Bond (Premium)” label
 
approval of Bank’s Covered Bond Programme
 
IIΙ up
to €5 billion
 
discussion of an NPE portfolio sale (Project Leon)
d)
 
Capital adequacy:
 
 
approval
 
of
 
the
 
2023
 
Internal
 
Capital
 
&
 
Liquidity
Adequacy Statements
 
(CAS &
 
LAS) in
 
the context
of
 
the
 
Internal
 
Capital
 
&
 
Liquidity
 
Adequacy
Assessment Process (ICAAP & ILAAP 2023).
 
approval of
 
ad-hoc data
 
collection on
 
financial and
macroeconomic projections
 
update on capital projections and MREL plan
d)
 
Capital adequacy:
 
 
approval
 
of
 
the
 
2023
 
Internal
 
Capital
 
&
 
Liquidity
Adequacy Statements
 
(CAS &
 
LAS) in
 
the context
of
 
the
 
Internal
 
Capital
 
&
 
Liquidity
 
Adequacy
Assessment Process (ICAAP & ILAAP 2023)
 
approval of
 
ad-hoc data
 
collection on
 
financial and
macroeconomic projections
 
approval of securitizations
 
of the Bank’s receivables
from portfolios of business and other loans.
e)
 
Business monitoring:
 
 
approval
 
of
 
the
 
2022
 
annual
 
financial
 
statements
and the 2023 interim financial statements
 
approval
 
of
 
the
 
Annual
 
Budget
 
2024
 
and
 
the
 
3-
Years Business Plan for the period 2024-2026
 
discussion of 2023 performance versus budget
 
discussion of business developments and liquidity.
 
discussion
 
of
 
the
 
top-down
 
Business
 
and
 
Capital
Plan 2023-2025
e)
 
Business monitoring:
 
 
approval of
 
the 2022
 
annual consolidated
 
financial
statements
 
and
 
the
 
2023
 
interim
 
consolidated
financial statements
 
approval
 
of
 
the
 
Annual
 
Budget
 
2024
 
and
 
the
 
3-
Years Business Plan for the period 2024-2026
 
approval of the Group’s NPE Targets
 
for the period
2023-2025 and the NPE management Strategy
 
 
update
 
on
 
significant
 
subsidiaries
 
activities
 
and
strategic priorities
 
discussion of 2023 performance versus budget
 
 
 
 
 
 
 
 
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review of business developments and liquidity.
f)
 
Risk Management and Internal Control:
 
 
briefing on the assessment on Internal
 
Audit Group
and Group Compliance annual regulatory reports
 
update on significant
 
internal audit and
 
compliance
issues
 
update on significant legal issue
 
 
approval
 
of
 
the
 
Risk
 
Appetite
 
Framework,
 
Group
Risk
 
and
 
Capital
 
Strategy
 
and
 
Risk
 
Appetite
Statements
 
approval
 
of
 
Risk
 
Identification
 
and
 
Materiality
Assessment (RIMA) framework and reports
 
approval of the updated Funding Plan
 
approval of the
 
consolidated Pillar
 
3 Reports
 
(capital
and
 
risk
 
management
 
disclosures)
 
for
 
2022,
3Μ2023, 6M2023 and 9M2023
 
regular
 
briefing
 
on
 
Board
 
Risk
 
and
 
Audit
Committees’ matters
 
 
update
 
on
 
significant
 
risk
 
issues,
 
including
 
the
Group
 
Chief
 
Risk
 
Officer’s
 
Annual
 
Report
 
for
 
the
year 2022
 
update
 
on
 
the
 
2022
 
Annual
 
Activity
 
Report
 
of
 
the
Audit
 
Committee
 
before
 
submission
 
to
 
the
 
Annual
General Meeting
 
approval of new or
 
revised policies and plans
 
as per
the
 
legal
 
and
 
regulatory
 
framework
 
and
 
internal
processes,
 
including
 
the
 
Non-Financial
 
Risk
Management
 
Policy,
 
the
 
Non-Financial
 
Risks
Improvements Plan and the Outsourcing Policy
 
approval of the 2023 Group Recovery Plan
 
approval
 
of
 
the
 
appointment
 
of
 
Group
 
Corporate
Security
 
as
 
the
 
Control
 
Function
 
responsible
 
for
managing
 
and
 
overseeing
 
“Information
 
and
Communications
 
Technology
 
(ICT)
 
and
 
Security
risks”,
 
as
 
per
 
BoG
 
Executive
 
Committee’s
 
Act
190/2/16.6.2021
 
requirements,
 
which
 
adopts
European
 
Banking
 
Authority
 
(EBA)
 
Guidelines
 
on
ICT and Security Risk Management.
f)
 
Risk Management and Internal Control:
 
 
briefing on the assessment on Internal
 
Audit Group
and Group Compliance annual regulatory reports
 
update on significant internal audit issues
 
update
 
on significant
 
compliance
 
issues,
 
including
the
 
Anti-money
 
Laundering
 
Business
 
Risk
Assessment and Compliance Risk Assessment
 
 
update on significant legal issue
 
 
approval of the
 
Risk Appetite Framework,
 
the Group
Risk
 
and
 
Capital
 
Strategy
 
and
 
Risk
 
Appetite
Statements
 
approval
 
of
 
Risk
 
Identification
 
and
 
Materiality
Assessment (RIMA) framework and reports
 
approval of the consolidated Pillar 3 Report (capital
and risk management disclosures) for 2022
 
update
 
on
 
credit
 
and
 
NPE
 
related
 
issues
 
through
various reports
 
 
regular
 
briefing
 
on
 
Board
 
Risk
 
and
 
Audit
Committees’ matters
 
 
update
 
on
 
significant
 
risk
 
issues,
 
including
 
the
Group
 
Chief
 
Risk
 
Officer’s
 
Annual
 
Report
 
for
 
the
year 2022
 
update
 
on
 
the
 
2022
 
Annual
 
Activity
 
Report
 
of
 
the
Audit
 
Committee
 
before
 
submission
 
to
 
the
 
Annual
General Meeting
 
approval of new or
 
revised policies as per the
 
legal
and
 
regulatory
 
framework
 
and
 
internal
 
processes,
including
 
the
 
Non-Financial
 
Risk
 
Management
Policy, the Non-Financial Risks Improvements Plan
and the Outsourcing Policy
 
initial approval
 
for the
 
successor of the
 
Chief Audit
Executive (to be effective within 2024)
 
approval
 
of
 
the
 
appointment
 
of
 
Group
 
Corporate
Security
 
as
 
the
 
Control
 
Function
 
responsible
 
for
managing
 
and
 
overseeing
 
“Information
 
and
Communications
 
Technology
 
(ICT)
 
and
 
Security
risks”,
 
as
 
per
 
BoG
 
Executive
 
Committee’s
 
Act
190/2/16.6.2021
 
requirements,
 
which
 
adopts
European
 
Banking
 
Authority
 
(EBA)
 
Guidelines
 
on
ICT and Security Risk Management.
g)
 
Transformation Project:
 
received
 
regular
 
updates
 
on
 
the
 
transformation
project.
g)
 
Transformation Project:
 
received
 
regular
 
updates
 
on
 
the
 
transformation
project.
Board Strategy Day
 
In addition to
 
the formal meetings
 
concerning Eurobank’s
 
annual budget and
 
its 3-year business
 
plan, an annual
 
strategy
meeting, known
 
as the
 
Board Strategy
 
Day,
 
is held
 
outside the
 
regular Board
 
of Directors'
 
meetings. During
 
this informal
gathering, no formal minutes are kept. The purpose of the Board Strategy Day is to provide ample time for Board members
to
 
engage
 
in
 
discussions
 
and
 
deliberations
 
regarding
 
the
 
top
 
strategic
 
initiatives
 
relevant
 
to
 
Eurobank’s
 
growth
 
and
 
its
competitive position among its peers.
The most
 
recent Board
 
Strategy Day
 
took place
 
on 29
 
and 30
 
September 2023,
 
with a
 
primary focus
 
on Transformation
priorities and in-depth analyses of key transformation streams.
2.12
Board and Board Committees overall effectiveness assessment
Board and Board Committees Evaluation conducted internally
The HoldCo/Bank NomCo is tasked with
 
evaluating the structure, size, composition, and
 
performance of the Board and its
Committees, making recommendations for
 
necessary changes. The
 
NomCo oversees the
 
self-evaluation of the
 
Board's and
Committees' effectiveness (Internal Evaluation), typically using a self-assessment questionnaire.
 
 
 
 
 
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The
 
2023
 
Internal
 
Evaluation
 
utilized
 
Board
 
self-assessment
 
questionnaires
 
as
 
the
 
primary
 
tool.
 
These
 
questionnaires,
administered through Diligent’s secure web-based platform,
 
covered various areas such as
 
strategy oversight, engagement
with
 
management,
 
risk
 
management,
 
Board
 
composition,
 
dynamics,
 
Chairperson's
 
role,
 
secretarial
 
support,
 
and
 
Board
Committees' effectiveness.
The results of
 
the Internal Evaluation
 
indicated that the
 
HoldCo/Bank Boards continued
 
to function effectively
 
in 2023, similar
to 2022. The key findings in different areas are as follows:
Strategy:
 
Positive impression
 
regarding the
 
Board's role
 
in strategy,
 
including review
 
and approval
 
of business
 
plans and
budget.
Relationship with Management:
 
Positive view on senior management performance and frequency of reporting to the Board.
Strategic HR and Remuneration:
 
Improvement noted in remuneration practices.
Risk Governance and Internal Control:
 
Board has a comprehensive
 
understanding of risk
 
profile and exercises
 
adequate oversight over risk
 
management.
Board Profile and Composition:
 
Adequate knowledge, skills, experience, and diversity within the Board.
Board Functioning and Dynamics:
 
Adequate meeting frequency, preparedness, agenda planning, and constructive discussions.
Board Chairman's Role:
 
Reflects the leadership needs of the Board effectively.
Board Secretarial Support:
 
Effective support provided with timely delivery of documents and quality Board packs and minutes.
While
 
the evaluation
 
highlighted
 
positive aspects,
 
it
 
also
 
identified
 
areas
 
for
 
improvement,
 
particularly
 
in
 
enhancing
 
risk
governance and internal control, focusing on non-financial risks like climate and cybersecurity.
The main
 
conclusions of the
 
Internal Evaluation regarding
 
Board Committees
 
have been integrated
 
into the
 
relevant sections
detailing the Committees' functioning and operations.
Assessment
 
of
 
the
 
knowledge,
 
skills
 
and
 
experience
 
(KSE)
 
of
 
the
 
Board
 
collectively
 
as
 
well
 
as
 
the
 
KSE
 
and
contribution of individual Board members.
The NomCo has
 
also the responsibility
 
to assess the
 
knowledge, skills and
 
experience (KSE) of
 
the Board collectively
 
as
well as the KSE and contribution of individual Board members and to report to the Board accordingly.
 
Individual Evaluations
The individual evaluations (i.e. the assessment of the Board Chairperson, the assessment of NEDs and the assessment of
the
 
Executive
 
Directors)
 
take
 
into
 
account
 
the
 
status
 
of
 
the
 
member
 
(executive,
 
non-executive,
 
independent),
 
the
participation in committees, the
 
undertaking of specific responsibilities
 
/ projects, the time
 
devoted, the behavior and
 
the use
of knowledge and experience.
A. Assessment of the Board Chairperson
The
 
Board
 
Chair’s evaluation
 
is
 
part
 
of
 
the
 
Internal
 
Evaluation
 
(mentioned
 
above)
 
and
 
is
 
conducted
 
by
 
all
 
other
 
Board
members via the Questionnaire for the self-evaluation of the Board’s and the Board Committees’ effectiveness.
The HoldCo/Bank Board Chair’s evaluation in 2023 remained very strong (similarly to the respective evaluation in 2022).
B. Assessment of the Non-Executive Directors’ (NEDs), excluding the Chairperson, contribution to the Board
The Board Chair
 
is responsible to
 
conduct the assessment
 
of the NEDs’
 
contribution to the
 
Board and present
 
the results
to the NomCo.
 
The assessment of the NEDs’ contribution to the Board is performed in the following discrete steps:
 
the NomCo approves the NEDs self-evaluation questionnaire,
 
the questionnaire is distributed to the NEDs. Responses are strictly confidential and can only be sent
to the Board Chair and/or those expressly mandated to assist in the task by him/her,
 
the Board Chair holds
 
confidential one-on-one interviews with
 
each NED, using
 
the individual NEDs
self-evaluation Questionnaire as an input,
 
 
the Board Chair presents an overall report on his findings to the NomCo,
 
the Board Chair’s views on
 
NEDs performance and contribution of
 
knowledge, skills and experience
are
 
presented
 
and
 
discussed
 
at
 
the
 
NomCo
 
also
 
during
 
the
 
process
 
of
 
developing
 
the
 
NomCo’s
proposals for discussing the (re)appointment / succession planning of individual Board members.
 
 
 
 
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In
 
accordance
 
with
 
the
 
procedure
 
described
 
above,
 
the
 
2022
 
annual
 
assessment
 
of
 
the
 
NEDs’
 
contribution
 
to
 
the
HoldCo/Bank Board was
 
directed by the
 
Board Chair with
 
the use of
 
an individual self-evaluation
 
questionnaire consisted
of 10
 
questions aiming
 
to identify
 
the strengths
 
and areas
 
for improvement
 
of individual
 
Directors across
 
the following
 
5
areas:
 
contribution to overall Board profile skillset
 
Board participation and quality of contributions to Board deliberations
 
punctuality and attendance
 
team Spirit and demeanor
 
independent Thinking and Constructive Challenge
The 2023 annual assessment of the NEDs’
 
contribution to the HoldCo/Bank Board demonstrated that the
 
NEDs adequately
meet expectations for effectively accomplishing their role as Directors of the HoldCo/Bank.
C. Executive Directors’ Performance Evaluation
 
The
 
evaluation
 
of
 
the
 
Executive
 
Directors'
 
performance,
 
including
 
the
 
CEO
 
and
 
Deputy CEOs,
 
is
 
conducted
 
separately
through
 
a
 
structured
 
process
 
involving
 
the
 
CEO,
 
the
 
NomCo,
 
and
 
the
 
Board
 
Remuneration
 
Committee
 
(RemCo).
 
This
evaluation occurs
 
annually and
 
is based
 
on both
 
qualitative and
 
quantitative Key
 
Performance Indicators
 
(KPIs) that
 
are
approved by the Non-Executive Directors each year.
Specifically
 
for
 
the
 
CEO,
 
the
 
RemCo
 
proposes
 
relevant
 
KPIs
 
related
 
to
 
the
 
CEO's
 
remuneration
 
to
 
the
 
Non-Executive
Directors
 
for
 
approval.
 
The
 
CEO's
 
performance
 
is
 
then
 
assessed
 
based
 
on
 
these
 
approved
 
KPIs.
 
The
 
results
 
of
 
the
evaluation are communicated to the CEO and are considered in determining his remuneration.
Collective Suitability Assessment
During 2023, in
 
addition to the evaluation
 
of the Board
 
of Directors' performance,
 
an assessment of
 
the Board's collective
suitability was conducted based on the Joint ESMA/EBA Guidelines on the assessment of the suitability of members of the
management body
 
and key
 
function holders
 
(EBA/GL/2021/06). This
 
assessment was
 
carried out
 
with the
 
support of
 
the
NomCo.
The assessment
 
focused on
 
evaluating whether
 
the Board
 
of Directors
 
collectively possesses
 
the necessary
 
knowledge,
skills,
 
and
 
experience
 
to
 
understand
 
the
 
business
 
model,
 
strategy,
 
risks,
 
and
 
various
 
governance-related
 
matters.
 
It
concluded
 
that
 
the
 
Board
 
is
 
collectively
 
suitable
 
to
 
comprehend
 
these
 
areas
 
effectively.
 
However,
 
the
 
evaluation
 
also
emphasized
 
the
 
potential
 
for
 
improvement
 
in
 
certain
 
skillsets,
 
particularly
 
in
 
areas
 
such
 
as
 
technology
 
and
 
digitization,
specific business lines and products, various geographies, and subsidiaries.
2.13
 
Directors’ Induction and Continuous Professional Development Process
All new Board members undergo a comprehensive Induction
 
Program designed to achieve several key objectives.
 
Firstly, it
aims to convey
 
the vision and
 
culture of the
 
HoldCo/Bank. Secondly, it covers
 
practical procedural duties
 
to ensure a
 
smooth
transition into their roles. Thirdly, it aims to expedite their productivity
 
by reducing the time needed to familiarize
 
themselves
with their responsibilities. Fourthly,
 
it integrates them as valued members
 
of the Board. Fifthly,
 
it familiarizes them with the
HoldCo/Bank's
 
organizational
 
structure.
 
Lastly,
 
it
 
provides
 
an
 
understanding
 
of
 
the
 
HoldCo/Bank's
 
business,
 
strategy,
market dynamics, relationships, and its people.
Upon
 
their
 
appointment,
 
new
 
Board
 
members
 
also
 
receive
 
a
 
Manual
 
of
 
Obligations
 
outlining
 
their
 
main
 
responsibilities
towards Supervisory Authorities
 
and the HoldCo/Bank.
 
This manual informs
 
them about local
 
regulations and the
 
Board's
procedures. Additionally, meetings and presentations are arranged with Key Executives of the
 
HoldCo/Bank to provide new
Directors with a comprehensive overview of the organization.
Recognizing
 
the
 
importance
 
of
 
continuous
 
professional
 
development,
 
the
 
HoldCo/Bank
 
provides
 
resources
 
for
 
ongoing
knowledge
 
and
 
skill
 
enhancement
 
for
 
all
 
Board
 
members.
 
In
 
2023,
 
this
 
included
 
formal
 
training
 
sessions
 
on
 
Workforce
issues in banking, Cloud providers
 
and data protection, Cyber resilience
 
and security awareness, and
 
Generative Artificial
Intelligence
 
Challenges
 
and
 
Opportunities.
 
Furthermore,
 
Board
 
members
 
received
 
regular
 
updates,
 
reports,
 
and
presentations from senior management on operational and strategic targets, as
 
well as updates on risk, audit, compliance,
financial, human resources,
 
legal, and regulatory
 
matters. They also
 
received regular and
 
ad-hoc research and
 
economic
bulletins from Eurobank's Economic Analysis and Financial Markets Research Division.
 
 
 
 
 
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3.
 
Board Committees
The Boards of HoldCo/Bank are assisted in carrying out
 
their duties by Board Committees to whom they delegate some of
their responsibilities. In addition, the Boards approve their terms
 
of reference, receive regular and ad hoc reports from
 
them
and assess their performance as per the provisions of the Board and Board Committees Evaluation Policy.
 
3.1
 
Audit Committee
6
 
The primary function of the Audit Committee (AC) is
 
to assist the Board in discharging its oversight responsibilities
 
primarily
relating to:
the review
 
of the
 
adequacy of
 
the Internal
 
Control 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 HoldCO’s Financial Statements,
 
the External Auditors’ selection, performance and independence,
the effectiveness and performance of the Internal Audit and of the Compliance function.
In addition,
 
in the
 
context of
 
AC’s responsibility
 
to safeguard
 
External Auditors’
 
independence, the
 
AC ensures
 
that the
nature of non-audit services, prior to their being undertaken by the External Auditors, has been reviewed and approved
 
as
required and that there is proper balance between audit and non-audit work in accordance with Group’s / Bank’s policy on
External Auditors’ Independence.
AC Membership/Composition
The
 
HoldCo/Bank’s
 
AC
 
are
 
Committees
 
consisted
 
exclusively
 
by
 
Board
 
members
 
and
 
their
 
compositions
 
have
 
been
approved by the General
 
Meetings of the Shareholders
 
(as per the legal
 
framework), following the recommendation of
 
the
NomCos to the Boards. The
 
tenure of the Committee members
 
coincides with the tenure of
 
the HoldCo/Bank’s Boards, with
the option to renew
 
their appointment, but in
 
any case, the
 
service in the Committees
 
should not be
 
more than nine (9)
 
years
in
 
total.
 
The
 
Chairperson
 
of
 
the
 
Committees
 
is
 
appointed
 
by
 
the
 
members
 
of
 
the
 
Committees,
 
while
 
the
 
Committee’s
members may also appoint a Vice Chairperson.
 
All AC members have sufficient knowledge
 
in the field of HoldCo/Bank’s activities and the
 
necessary skills and experience
to carry out their duties and meet the requirement of established knowledge and experience in auditing and/or accounting.
The
 
ACs
 
consist
 
of
 
four
 
(4)
 
independent
 
non-executive
 
Directors
 
of
 
the
 
Board.
 
In
 
particular,
 
the
 
HoldCo/Bank’s
 
AC
composition is outlined below:
AC Chairperson:
Jawaid Mirza,
Non-Executive Independent Director of the Board
AC Vice-Chairperson:
Burkhard Eckes,
Non-Executive Independent Director of the Board
AC Members:
Irene Rouvitha Panou,
Non-executive Independent Director of the Board
Rajeev Kakar
,
Non-Executive Independent Director of the Board
It
 
is
 
noted
 
that
 
in
 
line
 
with
 
the
 
provisions
 
of
 
article
 
44
 
of
 
law
 
4449/2017,
 
as
 
in
 
force,
 
and
 
further
 
to
 
the
 
decision
 
of
 
the
HoldCo/Bank’s
 
Annual
 
General
 
Meetings
 
of
 
Shareholders
 
as
 
of
 
20.7.2023
 
regarding
 
the
 
recomposition
 
of
 
the
 
Audit
Committees and more
 
specifically regarding their
 
type, composition and
 
term of office;
 
and the BoDs’
 
decision of 23.06.2023
(in combination with 27.06.2023)
 
and 20.07.2023 regarding the nomination and appointment of a new member to
 
the ACs
respectively,
 
and in particular
 
of Mr.
 
Burkhard Eckes, following
 
relevant recommendations by
 
the NomCos of
 
22.06.2023,
the ACs decided on their constitution and on the appointment of their Chairman.
 
Compared to the previous ACs’ composition and following the recomposition of the ACs on 20.07.2023, the ACs’ members
remained four (4) since Ms. Efthymia Deli submitted her resignation on 27 October 2023, effective as of 7 November 2023,
from the BoDs, ACs and Remuneration Committees that was member at that time.
AC Meetings
The HoldCo/Bank’s ACs meet at least eight (8) times per year or more frequently, as circumstances require, report on their
activities to the HoldCo/Bank’s Boards on a
 
quarterly basis and submit the
 
minutes of their meetings and the
 
annual Activity
Reports (before their submission
 
to the HoldCo/Bank Shareholders’
 
Annual General Meeting)
 
to the HoldCo/Bank’s Boards.
 
Quorum in the AC Meetings
The ACs’ meeting is in
 
quorum and meets validly
 
when half of its members
 
plus one are present or
 
represented, provided
that at least three (3), including the Chairperson or the Vice Chairperson, are
 
present. Each member of the Committee may
validly
 
represent only
 
one
 
of
 
the
 
other Committee
 
members.
 
Representation
 
in
 
the
 
Committee may
 
not be
 
entrusted
 
to
persons other than the members thereof.
 
6
 
HoldCo/Bank’s
 
Audit
 
Committees’
 
Terms
 
of
 
Reference
 
may
 
be
 
found
 
at
 
the
 
HoldCo/Bank
 
websites
 
(
www.eurobankholdings.gr
 
&
www.eurobank.gr
).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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AC Decisions
The AC resolutions are validly
 
taken by an absolute majority
 
of the members who are
 
present and represented. In case of
a tie
 
of votes,
 
the Chairperson
 
and in
 
case of
 
his/her absence
 
the Vice
 
Chairperson has
 
the casting
 
vote. The
 
Board is
informed whenever a decision of the AC is not reached unanimously.
 
Attendance to the AC Meetings
During 2023 the attendance details for the Audit Committee were as follows:
Company
Meetings
Average ratio of
Directors’ attendance
2023
2022
2023
2022
HoldCo
17
14
100%
100%
Bank
 
16
14
100%
100%
AC Secretary and Minutes
The AC appoints its Secretary,
 
who reports to the Group Company Secretariat and cooperates with
 
the Chairperson of the
Committee.
 
The
 
Secretary
 
is
 
responsible
 
to
 
minute
 
the
 
proceedings
 
and
 
decisions
 
of
 
all
 
Audit
 
Committees’
 
meetings,
including the names of those present and in attendance and the action plans and follow ups
 
for assignments,
as well as for
the issuance of extracts. Decisions, actions and follow ups are disseminated to the responsible parties, as required.
AC Terms of Reference (ToR)
The AC’s ToR
 
are reviewed annually and revised if necessary,
 
unless significant changes necessitate earlier revision. The
ToR
 
are approved by the Board.
 
AC’s Performance Evaluation
The
 
AC
 
conducted
 
a
 
self-evaluation,
 
and
 
its
 
members
 
expressed
 
satisfaction
 
with
 
the
 
committee's
 
effectiveness
 
and
leadership. They commended
 
the AC's efficient use
 
of time, well-planned
 
meetings, and timely
 
scheduling. The Chairperson
of the
 
AC was
 
noted for
 
being well-prepared
 
and skilled
 
in guiding
 
discussions through
 
the agenda,
 
fostering critical
 
dialogue,
and ensuring all members
 
could express their views
 
freely. Participants were also acknowledged
 
for their preparedness and
active engagement in vital discussions, demonstrating a commendable level of challenge.
However,
 
the evaluation
 
identified areas
 
for improvement,
 
notably the
 
need for
 
enhanced oversight
 
on critical
 
audit and
compliance issues
 
within major subsidiaries.
 
There was also
 
a call for
 
strengthening cybersecurity mechanisms
 
and Anti-
Money
 
Laundering
 
(AML)
 
controls
 
and
 
measures.
 
Additionally,
 
the
 
evaluation
 
emphasized
 
the
 
importance
 
of
 
providing
training in
 
new areas
 
to enhance
 
the skills
 
of the
 
Internal Audit
 
Team.
 
These areas
 
of improvement
 
were highlighted
 
to
further enhance the effectiveness and capabilities of the AC in fulfilling its responsibilities.
AC’s Activity in 2023
For 2023, AC has amongst others:
Eurobank Holdings
Bank
decided
 
on
 
its
 
constitution
 
/
 
reconstitution
 
and
 
the
appointment of its Chairman
approved the
 
revised Internal
 
Audit Mandate
 
and Terms
of
 
Reference
 
(ToR)
 
and
 
the
 
revised
 
Compliance
Mandate
approved
 
the
 
annual
 
Plans
 
of
 
Internal
 
Audit
 
and
Compliance and monitored their progress
reviewed
 
and
 
discussed
 
reports
 
with
 
information
relating
 
mainly
 
to
 
the
 
Internal
 
Audit
 
and
 
Compliance
issues,
 
including
 
quarterly
 
reports
 
from
 
Internal
 
Audit
and Compliance functions
received updates on
 
various legal
 
and regulatory issues
 
ensured
 
that
 
an
 
annual
 
evaluation
 
of
 
the
 
System
 
of
Internal Controls for the year 2022 has been
 
performed
and documented by Internal
 
Audit and prepared
 
its own
assessment
 
report on
 
Internal Audit’s
 
evaluation. The
reports
 
were
 
further
 
submitted
 
to
 
the
 
Board
 
and
 
the
BoG in line with the BoG Act 2577/2006
reviewed the annual
 
Compliance Sector’s reports over
compliance activities for the
 
year 2022 and prepared
 
its
own
 
assessment
 
report
 
thereon.
 
The
 
reports
 
were
further submitted to the Board and the BoG, in line with
the BoG Governors Act 2577/2006
in the context of the independent triennial Evaluation of
the System
 
of Internal
 
Controls (SIC)
 
per BoG
 
Act 2577,
approved
 
the
 
proposed
 
scope
 
of
 
the
 
assignment
 
and
the appointment of the firm
decided
 
on
 
its
 
constitution
 
/
 
reconstitution
 
and
 
the
appointment of its Chairman
approved the
 
revised Internal
 
Audit Mandate
 
and Terms
of
 
Reference
 
(ToR)
 
and
 
the
 
revised
 
Compliance
Mandate
approved
 
and
 
further
 
submitted
 
to
 
the
 
BoD
 
for
information
 
the
 
annual
 
and
 
triennial
 
Plans
 
of
 
Internal
Audit and Compliance and monitored their progress.
reviewed
 
and
 
discussed
 
reports
 
with
 
information
relating
 
to
 
the
 
System
 
of
 
Internal
 
Controls,
 
including
quarterly
 
reports
 
from
 
Internal
 
Audit
 
Group,
Compliance, Operational Risk Sector, Clients Relations
Office, etc.
received updates on
 
various legal
 
and regulatory issues
 
ensured
 
that
 
an
 
annual
 
evaluation
 
of
 
the
 
System
 
of
Internal Controls has been performed and documented
by the Internal Audit
 
Group for the year
 
2022. The Audit
Committee has prepared its own assessment report on
Internal
 
Audit
 
Group’s
 
evaluation.
 
The
 
reports
 
were
further submitted to the Board and
 
the BoG in line with
the BoG Act 2577/2006
in the context of the independent triennial Evaluation of
the System
 
of Internal
 
Controls (SIC)
 
per BoG
 
Act 2577,
approved
 
the
 
proposed
 
scope
 
of
 
the
 
assignment
 
and
the appointment of the firm
focused particularly
 
on the
 
AML function
 
and received
regular updates on the AML issues
 
 
 
 
 
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reviewed
 
and
 
depending
 
on
 
the
 
case,
 
approved
 
or
approved and further submitted to
 
the BoD for approval
/ information
 
a) the
 
revised Code
 
of Conduct
 
and Ethics,
b) the
 
revised Policy
 
for Reporting
 
Illegal or
 
Unethical
Conduct
 
and the
 
appointment of
 
Report Receiving
 
&
Monitoring
 
Officer
 
in
 
Greece,
 
c)
 
the
 
revised
 
Group
Antitrust Compliance Policy, d) the revised Compliance
Policy,
 
e) the revised
 
Conflict of Interest
 
Group Policy,
f) the revised Anti-bribery and Corruption Policy
 
and g)
the revised Insider Dealing Guideline.
 
discussed
 
with
 
Management,
 
Internal
 
Audit
 
and
External Auditors issues relating
 
to the financial results,
 
reviewed
 
and
 
cleared
 
the
 
financial
 
statements
 
and
other financial reports and trading updates prior to their
release
discussed
 
with
 
Management
 
the
 
implementation
 
of
corrective
 
actions
 
to
 
recommendations
 
made
 
by
Internal
 
and
 
External
 
Auditors
 
and
 
Regulatory
Authorities
assessed
 
the
 
effectiveness,
 
objectivity,
 
and
independence of the
 
External Auditors for the
 
financial
year 2022, discussed the
 
results of their evaluation
 
with
Management
 
and
 
Internal
 
Audit
 
and
 
communicated
final results to the Board and to the External Auditors
approved the remuneration of External
 
Auditors for the
financial year 2023
proposed to the Board
 
and the Annual General
 
Meeting
of
 
Shareholders
 
for
 
approval
 
the
 
appointment
 
of
 
the
External Auditors for the financial year 2023
approved
 
the
 
External
 
Auditors’
 
Independence
 
Policy
and
 
monitored,
 
in
 
line
 
with
 
this
 
Policy,
 
the
 
non-audit
services provided by the External Auditor in 2023
 
approved
 
the
 
Key
 
Audit
 
Partner
 
(KAP)
selection/rotation
 
policy
 
which
 
is
 
addendum
 
of
 
the
Holdings Group Tendering
 
Policy and Procedure
 
discussed a 5-yr (2024-28) rolling plan on
 
the eligibility
of
 
audit
 
firms
 
for
 
the
 
statutory
 
audit
 
of
 
the
 
Group,
including
 
potential
 
conflict
 
of
 
interest
 
situations
 
with
eligible audit
 
firms, based
 
on Greek
 
Law 4449/17
 
and
EU Reg
 
537/14, and
 
requirements of
 
the International
Code
 
of
 
Ethics
 
for
 
Professional
 
Accountants
 
of
 
the
International
 
Ethics
 
Standards
 
Board
 
for
 
Accountants
(IESBA)
assessed the
 
performance of
 
the Internal
 
Auditor and
the
 
Head
 
of
 
Compliance
 
/
 
Anti-Money
 
Laundering
Reporting Officer
received updates on the progress
 
of the Annual Budget
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
Law
 
2533/1997,
the
 
Audit
 
Committee
 
reviewed
 
reports
 
on
 
substantial
stock
 
transactions
 
of
 
the
 
HoldCo’s
 
Directors
 
and
General
 
Managers
 
which
 
meet
 
the criteria
 
set
 
in Law
2533/1997 and notified the Board
approved and notified the Board
 
for further submission
to the Annual
 
General Meeting, the
 
annual AC Activity
Report for 2022
Discussed the Annual AC Plan for 2024.
discussed
 
and
 
further
 
submitted
 
to
 
the
 
BoD
 
for
discussion the Anti-Money Laundering (AML) Business
Risk Assessment and Compliance Risk Assessment
 
reviewed
 
the
 
annual
 
Group
 
Compliance
 
Sector’s
reports over AML and compliance activities of the Bank
for
 
the
 
year
 
2022
 
and
 
prepared
 
its
 
own
 
assessment
report
 
thereon.
 
The
 
reports
 
were
 
further
 
submitted
 
to
the Board and the BoG, in line with the BoG Governors
Act 2577/2006
reviewed
 
and
 
depending
 
on
 
the
 
case,
 
approved
 
or
approved and further submitted to
 
the BoD for approval
/ information
 
a) the
 
revised Code
 
of Conduct
 
and Ethics,
b) the
 
revised Policy
 
for Reporting
 
Illegal or
 
Unethical
Conduct
 
and the
 
appointment
 
of
 
Report
 
Receiving &
Monitoring
 
Officer
 
in
 
Greece,
 
c)
 
the
 
revised
 
Group
Antitrust Compliance Policy, d) the revised Compliance
Policy,
 
e) the revised
 
Conflict of Interest
 
Group Policy,
f) the
 
revised Anti-bribery and
 
Corruption Policy
 
g) the
revised
 
Insider
 
Dealing
 
Guideline,
 
h)
 
the
 
revised
Inducements
 
Policy,
 
i)
 
the
 
revised
 
AML/CFT
 
and
Sanctions Policy, j) the revised Order Execution Policy.
 
discussed
 
with
 
Management,
 
Internal
 
Audit
 
and
External Auditors issues relating
 
to the financial results,
 
reviewed
 
and
 
cleared
 
the
 
consolidated
 
financial
statements
discussed
 
with
 
Management
 
the
 
implementation
 
of
corrective
 
actions
 
to
 
recommendations
 
made
 
by
Internal
 
and
 
External
 
Auditors
 
and
 
Regulatory
Authorities
discussed
 
with
 
the
 
Audit
 
Committee
 
Chairpersons
ofEurobank Bulgaria,
 
Eurobank Cyprus
 
and Eurobank
Private
 
Bank Luxembourg
 
the key
 
audit
 
issues
 
of
 
the
International Subsidiaries
assessed
 
the
 
effectiveness,
 
objectivity
 
and
independence of the
 
External Auditors for
 
the financial
year 2022, discussed the
 
results of their
 
evaluation with
Management
 
and
 
Internal
 
Audit
 
and
 
communicated
final results to the Board and to the External Auditors
approved the remuneration of External
 
Auditors for the
financial year 2023
proposed to the Board
 
and the Annual
 
General Meeting
of
 
Shareholders
 
for
 
approval
 
the
 
appointment
 
of
 
the
External Auditors for the financial year 2023
approved
 
the
 
External
 
Auditors’
 
Independence
 
Policy
and and monitored,
 
in line with
 
this Policy, the non-audit
services provided by the External Auditor in 2023
 
assessed the performance of the Chief Audit Executive
and the
General Manager Head of Group Compliance
/ Anti-Money Laundering Reporting Officer
monitored the memberships
 
and the modus
 
operandi of
the
 
Audit
 
Committees
 
of
 
the
 
banking
 
subsidiaries,
 
as
required, and reviewed their Activity Reports
in
 
accordance
 
with
 
the
 
provisions
 
of
 
Law
 
2533/1997,
the
 
Audit
 
Committee
 
reviewed
 
reports
 
on
 
substantial
stock transactions of the Bank’s
 
Directors and General
Managers which meet the
 
criteria set in Law
 
2533/1997
and notified the Board
approved and notified the Board
 
for further submission
to the Annual
 
General Meeting, the
 
annual AC Activity
Report for 2022.
 
discussed the Annual AC Plan for 2024.
It is noted that in accordance with the Law 4449/2017 as in force, the HoldCo/Bank ACs submit an annual activity report to
their Shareholders’ Annual General Meeting on
 
the issues dealt with by
 
the ACs during the previous year,
 
also including a
description of the sustainability policy followed by each entity.
The 2023 HoldCo/Bank
 
AC Activity Reports
 
which are also part
 
of the 2023
 
HoldCo/Bank Annual Financial
 
Reports, refer
to the AC activity during 2023, the issues addressed and the sustainability policy.
 
 
 
 
 
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3.2
 
Board Risk Committee
7
 
The purpose of the HoldC/Bank’s Board Risk Committee (BRC) is to assist the Board in the following risk-related issues:
to advise
 
and support
 
BoD regarding
 
the monitoring
 
of overall
 
actual and
 
future risk appetite
 
and strategy,
 
taking into
account all
 
types of
 
risks to
 
ensure that
 
they are
 
in line
 
with the
 
business strategy,
 
objectives, corporate
 
culture and
values of the institution,
to provide BoD with recommendations on necessary adjustments to the risk strategy,
to assist BoD in overseeing the implementation of risk strategy and the corresponding limits set,
to oversee
 
the implementation
 
of the
 
strategies for
 
capital and
 
liquidity management
 
as well
 
as for
 
all other
 
relevant
risks, such as
 
credit and market
 
risks as well
 
as non-financial risks
 
such as operational,
 
reputational conduct legal,
 
cyber,
outsourcing
 
climate
 
and
 
environmental,
 
in
 
order
 
to
 
assess
 
their
 
adequacy
 
against
 
the
 
approved
 
risk
 
appetite
 
and
strategy,
to oversee the progress
 
made to enhance
 
resolvability in accordance with
 
the requirements of
 
the Resolution Authorities
(for Bank BRC only),
to review
 
a number
 
of possible
 
scenarios, including
 
stressed scenarios,
 
to assess
 
how the
 
risk profile
 
would react
 
to
external and internal events,
to oversee the alignment between all material financial products and services offered to clients and the business model
and risk strategy. The BRC should assess the risks associated with the
 
offered financial products and services and take
into account the alignment between the prices assigned to and the profits gained from those
 
products and services
(for
Bank BRC only,)
to provide advice on the appointment of external consultants that BoD may decide to engage for advice or support,
to
 
assess
 
the
 
recommendations
 
of
 
internal
 
or
 
external
 
auditors
 
and
 
follow
 
up
 
on
 
the
 
appropriate
 
implementation
 
of
measures taken,
to
 
ensure that
 
an appropriate
 
risk
 
management
 
framework has
 
been developed
 
which
 
is embedded
 
in the
 
decision-
making process
 
(e.g. new
 
products and
 
services introduction,
 
risk adjusted
 
pricing, internal
 
risk models,
 
risk adjusted
performance measures and capital allocation),
to define the risk management principles and ensure that there
 
are the appropriate methodologies, modeling tools, data
sources and sufficient and competent staff to identify, assess, monitor and mitigate risks, and
 
to set, approve and oversee
 
the implementation of the institution’s
 
risk culture, core values and expectations
 
regarding
credit risk.
BRC Membership/Composition
The BRC members
 
are appointed by
 
the BoD, following
 
the recommendation of
 
the NomCo, in
 
accordance with the
 
legal
and regulatory framework
 
where applicable. The Chairperson
 
qualifies as independent member
 
with a solid experience
 
in
commercial banking and preferably risk and/or Non-Performing Exposures management and is familiar with the Greek and
international
 
regulatory
 
framework.
 
The
 
appointment
 
of
 
the
 
Chairperson
 
and
 
the
 
Vice-Chairperson
 
shall
 
go
 
through
 
the
NomCo’s proposal process
 
and approved by
 
the Board. The tenure
 
of the BRC members
 
coincides with the
 
tenure of the
Bank’s Board, with the option to renew their appointment,
 
but in any case, the service in the BRC should not be more
 
than
nine (9) years in total.
The BRC consists of five (5) non-executive Directors, four (4) of whom are independent, including the Chairperson and the
Vice-Chairperson. One (1) of the BRC members is the HFSF Representative. In
 
particular, the BRC composition is outlined
below:
BRC Chairperson:
Rajeev Kakar,
Non-Executive Independent Director of the Board
BRC Vice-Chairperson:
Cinzia Basile,
Non-executive Independent Director of the Board
BRC Members:
Bradley Paul Martin,
 
Non-Executive Director of the Board
Alice Gregoriadi,
Non-Executive Independent Director of the Board
John Arthur Hollows
, Non-executive Independent Director of the Board
It is
 
noted that
 
during 2023
 
and following
 
NomCos’ recommendations
 
for the
 
recomposition of
 
the HoldCo/Bank’s
 
BoDs
Committees, the HoldCo/Bank’s BoDs decided on
 
29.09.2023, Mr. John Arthur Hollows to replace
 
Ms. Efthymia Deli (taking
also into consideration that her role as representative of the HFSF would cease after the disposal of
 
HFSF’s participation).
 
BRC Meetings
The BRC meets
 
at least on
 
a monthly basis
 
and the Chairperson
 
updates the BoD
 
members on the
 
material matters covered
by the Committee during the previous period (if any) at the quarterly meetings of the BoD.
 
Apart from the BRC members, the AC’s members may also attend BRC sessions when common issues are discussed (i.e.
on operational
 
risk matters,
 
on IT
 
security and
 
cyber risks).
The Chairperson
 
of the
 
BRC may
 
also invite
 
to the
 
meetings
other executives of the Group or external advisors or experts, as deemed appropriate.
7
 
HoldCo/Bank’s BRCs’ Terms of Reference may be found at the HoldCo/Bank websites (
www.eurobankholdings.gr
 
&
www.eurobank.gr
).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Quorum in the BRC Meetings
Quorum requires the majority of members (half plus one) to be present or represented, provided that no less than three (3)
Committee members, including the Chairperson or the Vice Chairperson, are
 
present.
Each member of the Committee may
validly
 
represent only
 
one
 
of
 
the
 
other Committee
 
members.
 
Representation
 
in
 
the
 
Committee may
 
not be
 
entrusted
 
to
persons other than
 
the members thereof.
In determining the
 
number of members
 
for the quorum,
 
fractions, if any,
 
will not
be counted.
 
BRC Decisions
The BRC
 
resolutions require
 
a majority
 
vote of
 
the members
 
who are
 
present or
 
represented. In
 
case of
 
a tie,
 
the Chairperson
and in case of
 
his/her absence the Vice
 
Chairperson has the casting vote.
 
In case of non-unanimous
 
decisions, the views
of the minority are also minuted. The Board is informed of the BRC’s minutes.
Attendance to the BRC Meetings
During 2023, attendance details for the Board Risk Committee were as follows,
 
Company
Meetings
Average ratio of
Directors’ attendance
2023
2022
2023
2022
HoldCo
 
12
10
100%
95%
Bank
 
13
14
100%
97%
It is noted that in 2022,
 
Directors provided representation proxies for all
 
missed meetings in HoldCo/Bank’s BRCs,
 
leading
their overall attendance rates (physical and under representation) at 100% in BRC.
BRC Secretary and Minutes
The BRC appoints its
 
Secretary, who reports to the Group Company
 
Secretariat and cooperates with
 
the Chairperson of the
Committee
 
and
 
the
 
Group
 
Chief
 
Risk
 
Officer
 
(“GCRO”).
 
The
 
Secretary
 
is
 
responsible
 
to
 
minute
 
the
 
proceedings
 
and
resolutions of
 
all BRC meetings,
 
including the names
 
of those present
 
and in
 
attendance and the
 
action plans
 
and follow
ups for assignments, as well
 
as for issuance of extracts.
 
Decisions, actions and follow ups
 
are disseminated to the
 
Bank’s
responsible Units, as required.
 
BRC Terms of Reference (ToR)
BRC’s ToR
 
are reviewed at least annually and revised, if necessary, unless significant changes in the role, responsibilities,
organization and/or regulatory requirements necessitate earlier revision. The ToR are approved by the Board.
BRC’s Performance Evaluation
BRC’s performance is
 
evaluated annually according
 
to the provisions
 
of the Board
 
and Board Committees
 
Evaluation Policy.
 
The
 
self-evaluation
 
conducted by
 
the
 
BRC indicates
 
overall satisfaction
 
among
 
its
 
members
 
regarding the
 
Committee's
leadership and effectiveness.
Members
 
of
 
the
 
BRC
 
expressed
 
satisfaction
 
with
 
the
 
leadership
 
provided
 
by
 
the
 
Chairperson
 
of
 
the
 
Committee.
 
The
Chairperson is reported to be well-prepared for meetings and encourages critical discussions, ensuring that every member
can freely express their
 
views. Additionally, members of the BRC
 
are also well-prepared for
 
meetings, leading to a
 
high level
of participation in important discussions and maintaining an adequate level of challenge within the Committee.
However, the evaluation also highlighted areas for improvement. Specifically, the BRC's oversight of local market risks and
its focus on risks
 
related to cybersecurity, data protection, and
 
geopolitics were identified as
 
areas that should be
 
enhanced.
This
 
recognition underscores
 
the
 
importance
 
of
 
continuously
 
evolving
 
risk
 
management
 
strategies
 
to
 
address
 
emerging
threats and challenges in these areas effectively.
BRC’s Activity in 2023
For 2023, the BRC has, amongst others:
Eurobank Holdings
Bank
 
monitored
 
the
 
Group’s
 
overall
 
actual
 
and
 
future
 
risk
appetite
 
and
 
strategy,
 
taking
 
into
 
account
 
all
 
types
 
of
risks
 
to ensure
 
that they
 
are in
 
line
 
with
 
the business
strategy, objectives, corporate culture and values
 
of the
Group
 
approved,
 
among others,
 
the following
 
regulatory and
other reports, including risk policies and frameworks:
-
 
Internal Capital &
 
Liquidity Adequacy Assessment
processes ICAAP/ILAAP
 
-
 
Capital
 
Adequacy
 
Statements,
 
Liquidity
Adequacy Statements
-
 
Risk Identification and Materiality Process (RIMA)
Report
-
 
Group Recovery Plan
 
 
monitored
 
Eurobank’s
 
overall
 
actual
 
and
 
future
 
risk
appetite
 
and
 
strategy,
 
taking
 
into
 
account
 
all
 
types
 
of
risks
 
to
 
ensure that
 
they
 
are in
 
line
 
with the
 
business
strategy, objectives, corporate culture and values of
 
the
institution
 
monitored qualitative and quantitative aspects of
 
credit,
market, liquidity and operational risks,
 
 
reviewed Information
 
and Communication
 
Technology
(ICT) Risk and Security (incl. Cyber Security),
 
Physical
Security and Fraud detection
 
reviewed General
 
Data Protection
 
Regulation (GDPR)
and Payment Services Directive 2 (PSD2) status
 
approved,
 
among others,
 
the following
 
regulatory and
other reports, including risk policies and frameworks
 
 
 
 
 
 
 
 
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approved the GCRO Annual Report
 
approved the Group
 
Risk and Capital
 
Strategy and Risk
Appetite
 
Framework
 
as
 
well
 
as
 
Risk
 
Appetite
Statements incl. RAS dashboard
-
 
Single
 
Resolution
 
Board’s
 
(SRB’s)
 
Working
Priorities
 
and
 
Eurobank’s
 
Resolvability
 
Work
Programme (Bail in playbook, etc.)
-
 
Minimum
 
Requirement
 
for
 
Own
 
Funds
 
and
Eligible
 
Liabilities
 
(MREL)
 
Issuance
 
plan
 
&
Targets
 
-
 
Non-performing Exposures (NPE)
 
Reduction Plan
2023-2025:
 
Summary
 
report,
 
impairments
 
and
key risk metrics
­
 
EBA Dashboard
 
reviewed and/or approved:
­
 
Early Warning Framework
­
 
Forbearance reporting
­
 
Risk Parameters monitoring
­
 
Outsourcing
 
reports
 
incl.
 
OSI
 
regarding
 
IT
Outsourcing
­
 
SRT Securitisations performance updates
 
­
 
ALM tool governance framework guideline
 
approved several policies
 
incl. market risk,
 
counterparty
risk, liquidity, credit, collection etc.
 
EBA Stress Test
 
Exercise 2023
 
Climate Related and Environmental Risk Disclosures
3.3
 
Remuneration Committee
8
 
The HoldCo/Bank’s
 
Boards have
 
delegated to
 
the respective
 
RemCos the
 
responsibilities (a)
 
to provide
 
specialized and
independent advice for matters
 
relating to remuneration policy and
 
its implementation at HoldCo/Bank Group
 
level and for
the
 
incentives
 
created
 
while managing
 
risks, capital
 
and
 
liquidity,
 
(b)
 
to
 
safeguard
 
the
 
proper
 
exercise
 
of
 
its duties
 
and
responsibilities,
 
the
 
efficient
 
alignment
 
of
 
the
 
personnel’s
 
remuneration
 
with
 
the
 
risks
 
the
 
HoldCo/Bank
 
undertakes
 
and
manages and the required alignment between the HoldCo/Bank and the Group, and (c) to approve or propose for approval
all exposures of Key Management Personnel
9
 
and their relatives (spouses, children, siblings).
The Non-Executive Directors
of HoldCo/Bank have the responsibility to approve and periodically review HoldCo/Bank’s remuneration policy and oversee
its implementation both at Bank and Group level.
 
The implementation
 
of the
 
HoldCo/Bank remuneration
 
policy is
 
in line
 
with the
 
provisions of
 
Laws 3864/2010,
 
4261/2014
and Bank of Greece Governor’s Act 2650/2012.
The HoldCo/Bank RemCo is also responsible to:
 
determine the
 
remuneration system
 
for the
 
members of
 
the Board
 
of Directors
 
and the
 
senior executives
 
and to
make
 
a
 
relevant
 
recommendation
 
on
 
them
 
to
 
the
 
Board
 
of
 
Directors,
 
which
 
decides
 
on
 
them
 
or
 
to
 
make
recommendations to the General Meeting, where required,
 
propose
 
to
 
the
 
Non-Executive Directors
 
of
 
the
 
HoldCo/Bank’s
 
BoD
 
for
 
their
 
approval
 
the
 
goals
 
and
 
objectives
relevant
 
to the
 
HoldCo/Bank’s
 
CEO remuneration
 
and evaluate
 
his/her performance
 
in light
 
of these
 
goals and
objectives,
 
guide and monitor the external remuneration consultant (if hired) and ensure that it
 
receives appropriate reporting
from
 
him/her.
 
In
 
addition,
 
HoldCo/Bank
 
RemCo
 
ensures
 
that
 
the
 
external
 
consultant
 
is
 
referred
 
in
 
the
HoldCo/Bank’s
 
annual report
 
of the
 
year hired
 
and/or completed
 
his/her work,
 
together with
 
a statement
 
of any
possible
 
relationship
 
between
 
him/her
 
and
 
the
 
HoldCo/Bank
 
or
 
with
 
members
 
of
 
the
 
HoldCo/Bank’s
 
Board
individually.
RemCo Membership/Composition
The RemCo members are appointed by the Board.
 
In
 
the
 
event
 
that
 
the
 
Chairperson
 
of
 
the
 
Bank’s
 
Board
 
is
 
a
 
member
 
of
 
the
 
RemCo,
 
she/he
 
cannot
 
participate
 
in
 
the
determination of his/her remuneration.
The tenure
 
of the
 
RemCo members
 
coincides with
 
the tenure
 
of the
 
HoldCo/Bank’s Board,
 
with the
 
option to
 
renew their
appointment, but in any case, the service in RemCos should not be more than nine (9) years in total.
 
 
8
HoldCo/Bank’s Remuneration Committees’ Terms
 
of Reference may be found at the
 
HoldCo/Bank websites (
www.eurobankholdings.gr
 
&
www.eurobank.gr
).
 
9
Key Management Personnel includes: Bank’s Executive and Non-Executive
 
BoD members, Executive Board (ExBo) members,
 
General
Managers non-members of the ExBo and the Heads
 
of Group Internal Audit, Group Compliance,
 
Group Risk Management.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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The
 
RemCos
 
consists
 
of
 
four
 
(4)
 
non-
 
executive
 
Directors
 
three
 
(3)
 
of
 
whom
 
are
 
independent
 
Directors,
 
including
 
the
Chairperson and the Vice-Chairperson. In particular, the HoldCo/Bank RemCo composition is outlined below:
RemCo Chairperson:
Cinzia Basile,
Non-executive Independent Director of the Board
RemCo Vice-Chairperson:
Jawaid Mirza,
Non-Executive Independent Director of the Board
Members:
George Chryssikos,
 
Non-Executive Director of the Board
Alice Gregoriadi,
Non-Executive Independent Director of the Board
Compared to the previous RemCo’s composition, the number of RemCo members decreased from five (5) to four (4) since
Ms. Efthymia Deli submitted her
 
resignation on 27 October 2023, effective
 
as of 7 November 2023,
 
from the HoldCo/Bank
BoDs, ACs and Remuneration Committees that was member at that time.
RemCo meetings
HoldCo/Bank’s RemCo meets at least twice a year and minutes are kept.
 
Quorum in RemCo meetings
HoldCo/Bank’s RemCo
 
is in
 
quorum and meets
 
validly when half
 
of its
 
members plus one
 
(1) are
 
present or
 
represented
(fractions, if
 
any,
 
are not
 
counted), provided
 
that no
 
less than
 
three (3)
 
members, including
 
the Chairperson
 
or the
 
Vice
Chairperson
 
are
 
present.
Each
 
member
 
of
 
RemCo
 
may
 
validly
 
represent
 
only
 
one
 
of
 
the
 
other
 
RemCo
 
members.
Representation in RemCo may not be entrusted to persons other than the members thereof.
 
RemCo Decisions
RemCo’s resolutions are
 
validly taken by an absolute
 
majority of the members who
 
are present or represented.
 
In case of
a tie, the Chairperson and
 
in case of his/her absence
 
the Vice Chairperson of
 
RemCo shall have the casting
 
vote. In case
of non-unanimous
 
decisions, the
 
views of
 
the minority
 
should also
 
be minuted.
The Board
 
shall be
 
informed whenever
 
a
decision of the Committee is not reached unanimously.
 
Attendance to the RemCo meetings
During 2023 the attendance details for the Remuneration Committees were as follows:
Company
Meetings
Average ratio of
Directors’ attendance
2023
2022
2023
2022
HoldCo
12
6
97%
100%
Bank
 
12
8
98%
100%
The Directors’ individual attendance rates at the RemCo meetings in 2023 were the following:
Eurobank Holdings’ RemCo
Eurobank RemCo
Eligible to attend
Attended in person
 
(# and %)
Eligible to
attend
Attended in person
 
(# and %)
Cinzia Basile,
RemCo Chairperson
12
12
100%
12
12
100%
Jawaid Mirza,
 
RemCo Vice-Chairperson
12
12
100%
12
12
100%
George Chryssikos,
RemCo member
12
11
92%
12
11
92%
Alice Gregoriadi,
 
RemCo member
12
12
100%
12
12
100%
Efthymia Deli,
RemCo member until 7.11.2023
10
9
90%
10
10
100%
It is noted that
 
in 2023, Mr.
 
George Chryssikos provided representation
 
proxies for his missed meetings
 
in HoldCo/Bank’s
RemCos, leading his overall attendance rate (physical and under representation) at 100% in RemCo.
RemCo Secretary and Minutes
RemCo
 
appoints
 
its
 
Secretary,
 
who
 
reports
 
to
 
the
 
Group
 
Company Secretariat
 
and
 
cooperates
 
with
 
the
 
Chairperson of
RemCo and the
 
Group Human
 
Resources Deputy
 
General Manager. The
 
Secretary is
 
responsible to
 
minute the
 
proceedings
and resolutions of all RemCo’s meetings, including the names of those present and in attendance and the action plans and
follow ups for
 
assignments, as well
 
as for issuance
 
of extracts. Decisions,
 
actions and follow
 
ups are disseminated
 
to the
Bank’s responsible Units, as required.
RemCo Terms of Reference (ToR)
RemCo’s
 
ToR
 
are
 
reviewed
 
annually
 
and
 
revised,
 
if
 
necessary,
 
unless
 
significant
 
changes
 
in
 
the
 
role,
 
responsibilities,
organization and/or regulatory requirements necessitate earlier revision.
 
The ToR
 
are approved by the Board.
 
 
 
 
 
 
 
 
 
 
 
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RemCo’s Performance Evaluation
RemCo’s performance
 
is evaluated
 
annually according
 
to the
 
provisions of
 
the Board
 
and Board
 
Committees Evaluation
Policy.
 
The self-evaluation conducted
 
by RemCo members
 
reflects overall satisfaction
 
with the Committee's
 
effectiveness
and leadership.
According to the evaluation, RemCo members
 
believe that the Committee utilizes its
 
time effectively and has good planning
and scheduling of meetings. The material for
 
meetings is provided in advance, allowing both
 
the Chairperson and members
to be well prepared. The discussions within RemCo
 
are described as open and sufficiently thorough, with
 
members actively
engaged, possessing high levels of knowledge, and acting independently to ensure an adequate level of challenge.
However, the evaluation also emphasized the need
 
to maintain a focus
 
on remuneration matters. While improvements
 
have
been made in
 
this area, it
 
is suggested that
 
remuneration should continue
 
to be regularly
 
assessed against relevant
 
local
and
 
international
 
benchmarking.
 
This
 
ongoing
 
assessment ensures
 
that
 
remuneration practices
 
remain
 
competitive
 
and
aligned with industry standards.
RemCos' Activity in 2023
For 2023, RemCo has amongst others:
Eurobank Holdings
Bank
proposed to the
 
BoD for approval the
 
revised RemCo
Terms
 
of Reference
reviewed and
 
proposed to
 
the Non-Executive
 
Directors
for approval the Remuneration Policy of the HoldCo
reviewed and
 
proposed to
 
the Board
 
and the
 
Annual
General
 
Meeting
 
(AGM)
 
for
 
approval
 
the
Remuneration Policy for Directors
reviewed and
 
proposed to
 
the Non-Executive
 
Directors
for
 
approval
 
the
 
Remuneration
 
Framework
 
of
 
the
HoldCo
reviewed and
 
proposed to
 
the Non-Executive
 
Directors
for
 
approval
 
the
 
Variable
 
Remuneration
 
-
 
Key
Performance Indicators & Key Risk Indicators and
 
the
Group Variable Remuneration Pool
Reviewed and approved the Material Risk Takers’ List
 
discussed
 
the remuneration
 
policy
 
implementation
 
at
Group level
discussed
 
the Remuneration
 
Policy
 
Review
 
 
Follow
up (for the Year 2021), conducted by
 
the Internal Audit
Group
proposed
 
to
 
the
 
Board
 
and
 
Annual
 
General
 
Meeting
(AGM) for approval the Board and Board Committees’
Fees
 
for
 
Non-Executive
 
Directors
 
of
 
the
 
HoldCo
(Actual Fees 2022 & Estimated Fees 2023)
proposed to the Board for
 
approval the Remuneration
Report for the financial year 2022
proposed to
 
the Non-Executive
 
Directors of
 
the Bank
for
 
approval
 
the
 
CEO’s
 
Performance
 
Evaluation
 
for
2022 & CEO’s Financial and Non-Financial
 
objectives
for 2023
approved the Remuneration Disclosures for 2022
reviewed the
 
implementation of
 
the Board
 
and Board
Committees’ attendance policy
approved the Remuneration Disclosures for 2022
proposed to the
 
Non-Executive Directors for
 
approval
a Voluntary Exit Scheme (VES)
proposed to the BoD for approval the 8
th
 
Stock Option
Plan Implementation for 2023
depending on
 
the case,
 
approved or
 
proposed to
 
the
Non-Executive
 
Directors
 
for
 
approval
 
various
remuneration issues and borrowing requests
 
discussed
 
the
 
Supervisory
 
Review
 
and
 
Evaluation
Process (SREP) findings
 
regarding Human Resources
matters
 
proposed to the
 
Non-Executive Directors for
 
approval
 
the Separation Policy
approved the revised benefits Policy
approved
 
the
 
proposal
 
to
 
assign
 
to
 
External
Consultants
 
to
 
conduct
 
a
 
benchmarking
 
exercise
 
for
Top
 
Management Remuneration
proposed to the
 
BoD for approval the
 
revised RemCo
Terms
 
of Reference
reviewed and
 
proposed to
 
the Non-Executive
 
Directors
for approval the Remuneration Policy of the Bank
reviewed and
 
proposed to
 
the Non-Executive
 
Directors
for approval the Remuneration
 
Framework of the Bank
reviewed and
 
proposed to
 
the Non-Executive
 
Directors
for
 
approval
 
the
 
Variable
 
Remuneration
 
-
 
Key
Performance Indicators & Key Risk Indicators and
 
the
Group Variable Remuneration Pool
Reviewed and approved the Material Risk Takers’ List
 
discussed
 
the remuneration
 
policy
 
implementation
 
at
Bank and Group level
discussed
 
the Remuneration
 
Policy
 
Review
 
 
Follow
up (for the Year 2021), conducted by
 
the Internal Audit
Group
proposed
 
to
 
the
 
Board
 
and
 
Annual
 
General
 
Meeting
(AGM) for approval the Board and Board Committees’
Fees for Non-Executive
 
Directors of the
 
Bank
(Actual
Fees 2022 & Estimated Fees 2023)
proposed to
 
the Non-Executive
 
Directors of
 
the Bank
for
 
approval
 
the
 
CEO’s
 
Performance
 
Evaluation
 
for
2022 & CEO’s Financial and Non-Financial
 
objectives
for 2023
reviewed the
 
implementation of
 
the Board
 
and Board
Committees’ attendance policy
discussed
 
and
 
further
 
submitted
 
to
 
the
 
Board
 
for
information
 
the
 
implementation
 
of
 
the
 
Group
Subsidiary
 
Board
 
Remuneration
 
Policy
 
through
 
the
Group during 2022
approved the Remuneration Disclosures for 2022
proposed to the
 
Non-Executive Directors for
 
approval
aVoluntary Exit Scheme (VES)
depending on
 
the case,
 
approved or
 
proposed to
 
the
Non-Executive
 
Directors
 
for
 
approval
 
various
remuneration
 
issues
 
of
 
the
 
international
 
subsidiaries
(remuneration
 
framework,
 
performance
 
related
variable remuneration, remuneration increases etc)
depending on
 
the case,
 
approved or
 
proposed to
 
the
Non-Executive
 
Directors
 
for
 
approval
 
various
remuneration
 
issues,
 
borrowing
 
requests
 
and
incentive schemes
received
 
and
 
reviewed
 
the
 
annual
 
updates
 
of
 
the
RemCo Chairpersons of Group’s banking subsidiaries
approved
 
the appointment
 
of RemCo
 
Chairperson
 
in
Eurobank Direktna Serbia and Eurobank Cyprus
 
.
discussed
 
the
 
Supervisory
 
Review
 
and
 
Evaluation
Process (SREP) findings
 
regarding Human Resources
matters
 
 
 
 
 
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discussed the Annual RemCo Plan for 2024.
proposed to the
 
Non-Executive Directors for
 
approval
 
the Separation Policy
approved the revised benefits Policy
approved
 
the
 
proposal
 
to
 
assign
 
to
 
External
Consultants to conduct
 
a benchmarking exercise
 
Top
Management Remuneration
discussed the Annual RemCo Plan for 2024.
3.4
 
Nomination and Corporate Governance Committee
10
 
Eurobank Holdings
 
and the
 
Bank’s Boards
 
have delegated
 
to the
 
NomCos the
 
responsibilities (a)
 
to lead
 
the process
 
for
Board and Board Committees appointments, including the identification, nomination and recommendation of candidates for
appointment
 
to
 
the Board,
 
(b) to
 
consider
 
matters related
 
to the
 
Board’s
 
adequacy,
 
efficiency
 
and effectiveness
and (c)
r
eview
 
the
 
Group’s
 
corporate
 
governance
 
policies,
 
procedures
 
and
 
arrangements.
 
The
 
Committees
 
were
 
renamed
Nomination and Corporate Governance Committees in order to accurately reflect their expanded purpose.
The NomCo, in carrying out its duties, is accountable to the Board.
In particular, among others, the NomCo is responsible:
 
 
at least annually and in accordance with Board and Board
 
Committees Evaluation Policy, to
 
assess the structure,
size, composition and performance of the BoD and make recommendations to
 
the BoD with regard to the need for
its renewal and/or any other changes it considers appropriate,
 
 
at least annually
 
and in accordance
 
with Board and
 
Board Committees Evaluation
 
Policy, to assess the knowledge,
skills, experience and contribution of
 
individual Board members and of
 
the Board collectively and report
 
to the BoD
accordingly,
 
in
 
the
 
context
 
of
 
Board
 
and
 
Board
 
Committees
 
Evaluation
 
Policy
 
implementation,
 
to
 
determine
 
the
 
evaluation
parameters based
 
on best
 
practices and
 
ensure the
 
effectiveness
 
of the
 
evaluation of
 
the Board,
 
the individual
evaluation
 
of Non-Executive
 
Directors,
 
including
 
the Chair,
 
the
 
succession plan
 
of the
 
Chief Executive
 
and the
members of
 
the Board,
 
the targeted
 
composition of
 
the Board
 
of Directors
 
in relation
 
to the
 
strategy and
 
Board
Nomination Policy,
 
to play
 
a leading
 
role in
 
the nomination
 
process and
 
the design
 
of the
 
succession plan
 
for the
 
members of
 
the
Board and senior management,
 
to review at least once every two years and recommend for the approval of the BoD the BoD Nomination Policy,
 
 
to
 
ensure
 
that
 
the
 
nomination
 
process,
 
as
 
this
 
is
 
defined
 
in
 
the
 
BoD
 
Nomination
 
Policy,
 
is
 
clearly
 
defined
 
and
applied in a transparent manner and in a way that ensures its effectiveness,
 
to
 
ensure
 
that
 
there
 
is
 
adequate,
 
step-wise
 
succession
 
planning
 
for
 
Board
 
members
 
so
 
as
 
to
 
maintain
 
an
appropriate level of continuity
 
and organizational memory
 
at Board level, especially
 
when dealing with sudden
 
or
unexpected absences or departures of Board members,
 
to monitor the Board succession planning
 
in order to ensure the smooth succession
 
of the members of the Board
with their gradual replacement in order to avoid the lack of management,
 
to ensure that the succession framework
 
takes into account the findings of
 
the evaluation of the Board in order
 
to
achieve the necessary changes in composition or skills and
 
to maximise the effectiveness and collective suitability
of the Board,
 
to
 
review
 
at
 
least
 
annually
 
and
 
always
 
before
 
the
 
initiation
 
of
 
the
 
CEO
 
succession
 
process
 
the
 
qualifications
required for the
 
position of the CEO,
 
to ensure that
 
there is a
 
viable pool of
 
internal and external
 
candidates and
also to ensure that the CEO is involved
 
in all the areas of CEO Succession Plan, including
 
the assessment of the
nominees for his/her position, as he deems appropriate,
 
to ensure that the
 
CEO is involved in the
 
succession planning process of the
 
senior executives at the level
 
of the
CEO minus one, including the assessment of nominees for the said positions.
As
 
far
 
as
 
NomCos
 
of
 
subsidiaries
 
are
 
concerned,
 
neither
 
the
 
HoldCo
 
NomCo
 
nor
 
the
 
Eurobank
 
NomCo
 
replace
 
them.
However,
 
the Eurobank
 
NomCo has the
 
overall responsibility to
 
oversee that
 
the NomCos
 
of subsidiaries
 
comply with
 
its
standards, modus operandi and governance framework.
NomCo Membership/Composition
NomCo members are appointed by the Board. The tenure of NomCo members coincides with the tenure of the Board, with
the option to renew
 
their appointment, but in
 
any case, the service
 
in NomCo should not
 
be more than nine
 
(9) years in total.
 
 
10
HoldCo/Bank’s NomCos’ Terms of Reference may be found at the HoldCo/Bank websites
 
(
www.eurobankholdings.gr
 
&
www.eurobank.gr
)
 
 
 
 
 
 
 
 
 
 
 
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The NomCo
 
as of
 
the date
 
of approval
 
of the
 
here-in Statement,
 
consists of
 
five (5)
 
non-executive Directors,
 
four (4)
 
of
whom are
 
independent Directors,
 
including the
 
Chairperson who
 
may not
 
serve as
 
the Chairperson
 
of the
 
Remuneration
Committee.
 
The NomCo composition is outlined below:
NomCo Chairperson:
Irene Rouvitha Panou,
Non-Executive Independent Director of the Board
NomCo Vice-Chairperson:
Jawaid Mirza,
 
Non-Executive Independent Director of the Board
Members:
Burkhard Eckes,
Non-Executive Independent Director of the Board
Rajeev Kakar,
Non-Executive Independent Director of the Board
Bradley Paul L. Martin,
Non-Executive Director of the Board
It is
 
noted that
 
during 2023
 
and following
 
NomCos’ recommendations
 
for the
 
recomposition of
 
the HoldCo/Bank’s
 
BoDs
Committees, the HoldCo/Bank’s BoDs decided on 29.09.2023:
 
 
to appoint Mr. Burkhard Eckes as new NomCo member,
 
in replacement of Ms. Efthymia Deli Deli (taking also into
consideration that her role as representative of the HFSF would cease after the disposal of
 
HFSF’s participation).
 
Mr. Jawaid Mirza to swap
 
his NomCo status with
 
that of Mr. Bradley Paul
 
Martin, i.e. Mr. Jawaid Mirza
 
to undertake
the position of NomCo’s
 
Vice Chair (previously held
 
the position of NomCo’s
 
member) whereas Mr.
 
Bradley Paul
Martin to undertake the position of NomCo’s member (previously held the position of NomCo’s Vice Chair)
NomCo Meetings
NomCo meets at least twice a year and minutes are kept.
 
Quorum in the NomCo Meetings
NomCo is in quorum and meets validly
 
when half of its members plus one
 
(1) are present or represented (fractions, if any,
are
 
not counted),
 
provided
 
that no
 
less than
 
three (3)
 
members,
 
including the
 
Chairperson
 
or the
 
Vice
 
Chairperson are
present.
 
Each member
 
of
 
NomCo may
 
validly
 
represent only
 
one
 
of
 
the other
 
NomCo members.
 
Representation
 
in
 
the
NomCo may not be entrusted to persons other than the members thereof.
 
NomCo Decisions
NomCo’s resolutions are
 
validly taken by an absolute
 
majority of the members who
 
are present or represented.
 
In case of
a tie, the Chairperson and
 
in case of his/her absence
 
the Vice Chairperson of
 
NomCo shall have the casting
 
vote.
In case
of non-unanimous
 
decisions, the
 
views of
 
the minority
 
should also
 
be minuted.
The Board
 
shall be
 
informed whenever
 
a
decision of the Committee is not reached unanimously.
 
Attendance to the NomCo meetings
During 2023 the attendance details for the NomCo were as follows:
Company
Meetings
Average ratio of
Directors’ attendance
2023
2022
2023
20212022
HoldCo
11
6
100%
97%
Bank
 
11
7
100%
98%
It is noted that in
 
2022, representation proxies were provided
 
for all missed meetings in
 
HoldCo/Bank NomCo, leading the
overall attendance rate (physical and under representation) at 100% in HoldCo/Bank NomCo.
NomCo Secretary and Minutes
NomCo
 
appoints
 
its
 
Secretary,
 
who
 
reports
 
to
 
the
 
Group
 
Company Secretariat
 
and
 
cooperates
 
with
 
the
 
Chairperson of
NomCo. The
 
Secretary is
 
responsible to
 
minute the
 
proceedings and
 
resolutions of
 
all NomCo’s
 
meetings, including
 
the
names of those present
 
and in attendance and the
 
action plans and follow ups
 
for assignments, as well
 
as for issuance of
extracts. Decisions, actions and follow ups are disseminated to the responsible parties, as required.
NomCo Terms of Reference (ToR)
NomCo’s
 
ToR
 
are
 
reviewed
 
annually
 
and
 
revised,
 
if
 
necessary,
 
unless
 
significant
 
changes
 
in
 
the
 
role,
 
responsibilities,
organization and/or regulatory requirements necessitate earlier revision. The ToR
 
are approved by the Board.
 
NomCo’s Performance Evaluation
NomCo’s performance
 
is evaluated
 
annually according
 
to the
 
provisions of
 
the Board
 
and Board
 
Committees Evaluation
Policy.
 
The self-evaluation conducted by
 
the NomCo indicates overall satisfaction
 
among its members regarding the
 
Committee's
effectiveness and leadership.
NomCo members believe that the Committee
 
utilizes its time effectively and demonstrates good
 
planning and scheduling of
meetings. The Chairperson of NomCo is reported to
 
be well prepared for meetings, facilitating effective navigation
 
through
 
 
 
 
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the agenda, encouraging critical discussion, and ensuring that all members
 
can freely express their views. The members of
the
 
NomCo
 
are
 
also
 
well-prepared,
 
leading
 
to
 
a
 
high
 
level
 
of
 
participation
 
in
 
important
 
discussions
 
and
 
maintaining
 
an
adequate level of challenge within the Committee.
However,
 
the
 
evaluation
 
also
 
highlighted
 
areas
 
for
 
improvement,
 
particularly
 
focusing
 
on
 
succession
 
planning.
 
The
Committee
 
believes that
 
more attention
 
should be
 
given to
 
succession
 
planning
 
efforts, which
 
should
 
include
 
additional
training and career planning
 
for potential successors. This
 
emphasis on succession
 
planning is crucial for
 
ensuring the long-
term sustainability and effectiveness of leadership within the organization.
NomCo’s Activity in 2023
For 2023, NomCo has amongst others:
Eurobank Holdings
Bank
 
Proposed to
 
the BoD
 
for approval
 
the revised
 
NomCo
Terms
 
of Reference
 
reviewed for further update of
 
the Board, the Board and
Board
 
Committees
 
2022
 
self-evaluation
 
and
 
the
Board’s overall effectiveness assessment
 
discussed and
 
proposed to
 
the Board
 
for approval
 
the
new
 
composition
 
of
 
the
 
Board
 
Committees
 
and
 
other
Board and Board Committees’ matters
 
proposed
 
to the
 
Board and
 
the AGM
 
for
 
approval the
new BoD and AC members
 
reviewed
 
and
 
proposed
 
to
 
the
 
Board
 
for
 
approval
 
the
External Engagements Policy and
 
the Board and Board
Committees
 
Evaluation
 
Policy.
 
In
 
addition,
 
reviewed
and
 
proposed
 
to
 
the
 
BoD
 
and
 
AGM
 
for
 
approval
 
the
Board Nomination Policy
 
reviewed
 
and
 
proposed
 
to
 
the
 
Board
 
for
 
approval
 
the
revised HoldCo Group Organizational Chart
 
proposed
 
to
 
the
 
Board
 
for
 
approval
 
the
 
Internal
Governance Control Manual
 
reviewed and proposed to the
 
Audit Committee and the
Board
 
for
 
approval
 
the
 
2022
 
Corporate
 
Governance
Statement
 
proposed
 
to
 
the
 
Non-Executive
 
Directors
 
for
 
approval
the appointment of a Senior Executive
 
discussed the
 
handling of potential
 
conflicts of interest
following the resignation of an Executive BoD member,
effective as of 31.12.2023
 
reviewed and
 
updated
the Board on
 
Senior Executives
succession plan
 
approved external engagements for Board members
 
reviewed
 
the
 
independence
 
of
 
the
 
Independent
 
Non-
Executive directors
 
reviewed the attendance
 
of Directors to
 
the Board and
Board Committees
 
reviewed
 
and
 
proposed
 
to
 
the
 
BoD
 
for
 
approval
 
the
2023 Action
 
Plan including recommendations
 
from the
BoD and BoD Committees Self-Assessment 2022
 
discussed the NomCo Annual Plan for 2024
 
discussed
 
and
 
submitted
 
a
 
proposal
 
to
 
the
 
BoD
regarding the
 
term of
 
office of
 
the Non-Executive
 
BoD
member/HFSF
 
representative
 
following
 
the
 
HFSF’s
share buyback.
 
Proposed to
 
the BoD
 
for approval
 
the revised
 
NomCo
Terms
 
of Reference
 
reviewed for further update of
 
the Board, the Board and
Board
 
Committees
 
2022
 
self-evaluation
 
and
 
the
Board’s overall effectiveness assessment
 
 
discussed and
 
proposed to
 
the Board
 
for approval
 
the
new
 
composition
 
of
 
the
 
Board
 
Committees
 
and
 
other
Board and Board Committees’ matters
 
proposed
 
to the
 
Board and
 
the AGM
 
for
 
approval
 
the
new BoD and AC members
 
 
reviewed
 
and
 
proposed
 
to
 
the
 
Board
 
for
 
approval
 
the
External
 
Engagements
 
Policy,
 
the
 
Board
 
and
 
Board
Committees
 
Evaluation
 
Policy
 
and
 
the
 
Board
Nomination Policy
 
reviewed
 
and
 
proposed
 
to
 
the
 
Board
 
for
 
approval
 
the
revised Eurobank Group Organizational Chart
 
proposed
 
to
 
the
 
Board
 
for
 
approval
 
the
 
Internal
Governance Control Manual
 
 
approved
 
the
 
selection
 
of
 
candidates
 
as
 
members
 
of
the
 
Board
 
of
 
Directors
 
and/or
 
CEOs
 
of
 
Group’s
significant subsidiaries
 
approved the NomCo Chairperson of Eurobank Cyprus
 
 
proposed
 
to
 
the
 
Non-Executive Directors
 
for
 
approval
the appointment of a Senior Executive
 
discussed the
 
handling of potential
 
conflicts of interest
following the resignation of an Executive BoD member,
effective as of 31.12.2023
 
received
 
and
 
reviewed
 
the
 
annual
 
updates
 
of
 
the
NomCo Chairpersons of Group’s banking subsidiaries
 
reviewed and updated the Board
 
on Senior Executives
succession plan
 
approved
 
external
 
engagements
 
for
 
Board
 
Members
and
 
General
 
Managers
 
/
 
Executive
 
Board
 
(ExBo)
members that are not Board Members
 
reviewed
 
the
 
independence
 
of
 
the
 
Independent
 
Non-
Executive directors
 
reviewed the attendance
 
of Directors to
 
the Board and
its Committees
 
reviewed
 
and
 
proposed
 
to
 
the
 
BoD
 
for
 
approval
 
the
2023 Action
 
Plan including recommendations
 
from the
BoD and BoD Committees Self-Assessment 2022
 
discussed
 
the
 
talent
 
development
 
and
 
mobilization
practices in Eurobank
 
 
discussed the NomCo Annual Plan for 2024
 
discussed
 
and
 
submitted
 
a
 
proposal
 
to
 
the
 
BoD
regarding the
 
term of
 
office of
 
the Non-Executive
 
BoD
member/HFSF
 
representative
 
following
 
the
 
HFSF’s
share buyback.
 
 
 
 
 
 
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Board of Directors Diversity Policy
 
The HoldCo/Bank Board of
 
Directors Diversity Policy outlines
 
the organization's commitment
 
to diversity on the
 
Board in line
with international best practices and applicable legal requirements.
According
 
to
 
the
 
Policy,
 
the Board's
 
diversity
 
encompasses
 
various
 
factors
 
such
 
as
 
skills,
 
educational
 
and
 
professional
background,
 
geographical
 
origin,
 
gender,
 
age,
 
and
 
other
 
relevant
 
qualities
 
of
 
Directors.
 
The
 
NomCo
 
is
 
responsible
 
for
considering diversity when assessing the composition and structure of the Board.
During the review process of the
 
Board collective suitability, NomCo members discuss and agree on measurable objectives
for
 
achieving
 
diversity
 
on
 
the
 
Board.
 
These
 
objectives
 
are
 
also
 
considered
 
during
 
the
 
(re)appointment
 
and
 
succession
planning of individual Board members, in accordance with the Board and Board Committees Evaluation Policy.
One of the specific targets outlined in the Policy is related to gender diversity.
 
NomCo aims for at least 25% representation
of the less represented gender
 
on the Board, calculated based
 
on the total Board size.
 
This target is set for
 
the next three
years, with the
 
intention to maintain
 
the actual percentage
 
above the minimum
 
target at all
 
times, considering industry
 
trends
and best practices.
As of 31.12.2023, the representation of the female gender on the
 
Board met the provisions of Greek Law, which requires at
least 25% representation. If there is
 
a fractional result, the percentage is
 
rounded to the previous integer. This indicates that
the HoldCo/Bank is meeting its diversity objectives, particularly concerning gender representation on the Board.
Senior Management Diversity
 
The Bank/HoldCo has taken
 
significant steps to enhance
 
gender diversity and support
 
career growth for women
 
executives.
These
 
efforts
 
are
 
aimed
 
at
 
creating
 
a
 
pipeline
 
of
 
eligible
 
female
 
professionals
 
who
 
can
 
potentially
 
join
 
the
 
Executive
Committee and/or Board.
One key
 
initiative is
 
the annual Succession
 
Planning exercise, which
 
identifies potential
 
successors and has
 
seen a 27%
increase
 
in
 
the
 
participation
 
of
 
women
 
successors
 
in
 
the
 
pool.
 
This
 
demonstrates
 
a
 
commitment
 
to
 
promoting
 
gender
diversity at senior levels within the organization.
Additionally, the Bank is
 
actively involved
 
in initiatives like
 
"the Boardroom" initiative
 
in Greece, which
 
supports senior female
leaders aiming to become Board members in
 
major organizations. By sponsoring such initiatives, the Bank
 
encourages its
employees and clients to seize opportunities for leadership roles.
In the
 
long term,
 
the Bank
 
has launched
 
the "Women
 
In Banking"
 
program, a
 
Women Leadership
 
Acceleration program.
This program focuses on supporting the career growth
 
of high-potential women in middle management roles, with the goal
of preparing them for transition to top executive roles in the future.
Furthermore,
 
the
 
Bank's
 
Human
 
Resources department
 
is continuously
 
examining additional
 
actions
 
to
 
further
 
enhance
diversity at the senior and senior management levels within the Bank/HoldCo. These efforts reflect a strong commitment to
promoting gender diversity and supporting the professional growth of women within the organization.
Board Nomination Policy
The HoldCo/Banks’ Board Nomination Policy sets out the guidelines and formal process for the identification, selection and
nomination of candidates for the Board. The Policy ensures that such appointments are made: (a) in accordance with legal
and
 
regulatory
 
requirements; (b)
 
with
 
due
 
regard
 
to
 
the expectations
 
of
 
the major
 
shareholders
 
and
 
(c)
 
on
 
the
 
basis of
individual merit and ability, following a best practice process.
The primary objectives of the Policy are to:
 
define the general
 
principles which guide the
 
NomCo as it discharges
 
its role across
 
all stages of the
 
nomination
process,
 
devise the specific criteria and requirements for Board nominees,
 
 
establish a transparent, efficient and fit-for-purpose nomination process,
 
ensure that the
 
structure of
 
the Board (including
 
the succession
 
planning) meets
 
high ethical
 
standards, has optimal
balance of knowledge, skills and experience and is aligned with the current regulatory requirements.
 
The Board supported by NomCo shall nominate candidates who meet the following nomination criteria:
Reputation along with honesty, integrity and trust
a)
 
Reputation: Sufficiently
 
good repute,
 
high social
 
esteem and
 
adherence to
 
the reputation,
 
honesty,
 
and integrity
criteria of the applicable regulatory framework
 
b)
 
Honesty,
 
integrity
 
and
 
trust:
 
Demonstration
 
of
 
the
 
highest
 
standards
 
of
 
ethics,
 
honesty,
 
integrity,
 
fairness,
 
and
personal discipline, through personal history, professional track record or other public commitments
 
 
 
 
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Knowledge, skills, experience (KSE) and other general suitability requirements
a)
 
Understanding of the HoldCo/Bank: Sufficient KSE for the development of a
 
proper and up-to-date understanding
of the
 
business, culture, group
 
structure, governance arrangements,
 
supervisory and
 
regulatory context, product
and geographic markets of operations, stakeholders and risks of the HoldCo and its subsidiaries
b)
 
Seniority: Several
 
years of
 
experience in a
 
generally recognised position
 
of leadership
 
in the candidate’s
 
field of
endeavour
c)
 
Independent mind-set and ability to challenge: Ability of
 
forming and expressing an independent judgement on all
matters that reach the Board
 
and candour to challenge
 
proposals and views on these
 
matters by management and
other candidates
d)
 
Collegiality,
 
team skills
 
and leadership:
 
Ability to
 
contribute constructively
 
and productively
 
to Board
 
discussions
and decision making along with ability of leading such discussions as
 
chair or vice-chair of specific committees or
the Board as a whole
e)
 
Additional
 
criteria
 
for
 
the
 
nomination
 
of
 
Executive
 
Directors:
 
Proven,
 
through
 
current
 
and
 
previous
 
executive
positions,
 
knowledge,
 
skills,
 
experience
 
and
 
character
 
to
 
lead
 
the
 
HoldCo/Bank
 
and
 
its
 
subsidiaries
 
in
 
the
achievement of strategic
 
objectives, along with
 
willingness to enter
 
into full time
 
employment with the
 
HoldCo/Bank.
Conflicts of interest and independence of mind
NomCo
 
examines
 
the
 
personal,
 
professional,
 
financial,
 
political
 
and
 
any
 
other
 
possible
 
interests
 
and
 
affiliations
 
of
candidates, ensuring that the candidates do not have actual, potential or perceived conflicts of interest which cannot be
prevented, adequately mitigated
 
or managed under
 
the written policies
 
of the HoldCo/Bank,
 
that would impair
 
their ability
to represent the
 
interests of all
 
shareholders of the
 
HoldCo/Bank, fulfil
 
their responsibilities as
 
Directors and make
 
sound,
objective and independent decisions (act with independence of mind).
In
 
particular,
 
NomCo
 
shall
 
also
 
examine
 
relevant
 
direct
 
and indirect
 
monetary
 
interests
 
and
 
non-monetary
 
interests,
including those arising from affiliations with and membership in other organisations.
Time commitment
NomCo ensures that
 
all nominees are
 
able to commit
 
the time
 
necessary to effectively
 
discharge their responsibilities
as Directors, including regularly attending and participating in meetings of the Board and its Committees.
Collective suitability
 
The
 
Board
 
should
 
collectively
 
be
 
able
 
to
 
understand
 
the
 
institution's
 
activities,
 
including
 
the
 
main
 
risks,
 
and
 
to
 
take
appropriate
 
decisions
 
considering
 
the
 
business
 
model,
 
risk
 
appetite,
 
strategy
 
and
 
markets
 
in
 
which
 
the
 
institution
operates, i.e.:
 
the composition of the management body should reflect
 
the knowledge, skills and experience necessary to fulfil
 
its
responsibilities. This
 
includes that
 
the management
 
body collectively
 
has an
 
appropriate understanding
 
of those
areas for
 
which the
 
members are
 
collectively accountable,
 
and the
 
skills to
 
effectively manage
 
and oversee
 
the
institution, including the following aspects:
 
the business of the institution and main risks related to it,
 
each of the material activities of the HoldCo/Bank,
 
relevant
 
areas
 
of
 
sectoral/financial
 
competence,
 
including
 
financial
 
and
 
capital
 
markets,
 
solvency
 
and
 
models,
environmental, governance and social risks and risk factors,
 
financial accounting and reporting,
 
risk management, compliance, including AML/CFT, and internal audit,
 
information/digital technology and security,
 
local, regional and global markets, where applicable,
 
the legal and regulatory environment,
 
managerial skills and experience,
 
the ability to plan strategically,
 
the management of (inter)national groups and risks related to group structures, where applicable,
 
corporate governance,
 
ESG issues,
 
gender representation, as per the Board of Directors Diversity Policy.
Among others, in overseeing the
 
nomination process, the NomCo shall
 
ensure that there is
 
adequate, step-wise succession
planning for Board members so as to maintain an appropriate level of continuity and organizational memory at Board level,
especially when dealing with sudden or unexpected
 
absences or departures of Board members.
 
In this respect, the NomCo
shall:
 
monitor
 
the
 
tenures of
 
Board members
 
and make
 
its nomination
 
proposals in
 
such
 
a
 
manner as
 
to
 
encourage
staggered
 
appointments/retirements
 
on
 
the
 
Board,
 
wherever
 
possible.
 
The
 
reappointment
 
of
 
current
 
Board
members shall be based on continuing adherence to the criteria established in this Policy,
 
ensure that there is an appropriate level of
 
presence of relevant KSEs on the Board, without
 
undue reliance on the
expertise of a few Directors,
 
review whether
 
there are
 
sufficient
 
Board members
 
who are
 
capable of
 
serving as
 
Board Chair
 
and Committee
Chairs, if necessary,
 
periodically monitor as required the availability
 
of candidates who could address the
 
Board’s succession planning
needs,
 
 
 
 
 
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take into account account
 
a) the objectives and targets
 
defined in the HoldCo/Bank Board
 
Diversity Policy and b)
the findings of the HoldCo and Bank BoD
 
evaluations in order to achieve the necessary
 
changes in composition or
skills and to maximise the effectiveness and collective suitability of the HoldCo and Bank BoD.
The Board Nomination
 
Policy is reviewed at
 
least annually by
 
the NomCo and approved
 
by the Board/General Meeting
 
of
Shareholders as necessary, unless material changes, regulatory or other,
 
necessitate earlier revision.
CEO Succession Planning
The
 
HoldCo/Bank's
 
CEO
 
Succession
 
Planning
 
Policy
 
(Policy)
 
plays
 
a
 
crucial
 
role
 
in
 
ensuring
 
a
 
smooth
 
transition
 
in
leadership. The key elements of the Policy are outlined below:
 
Qualifications for CEO
 
Position: The NomCo,
 
in collaboration with
 
the current CEO,
 
defines the
 
qualifications required
for the position of the CEO. This ensures that the successor
 
possesses the necessary skills, experience, and attributes
to lead the organization effectively.
 
Viable Pool
 
of Candidates:
 
NomCo ensures that
 
there is a
 
viable pool of
 
candidates who meet
 
the required profile
 
for
the
 
CEO
 
position.
 
This
 
may
 
involve
 
identifying
 
internal
 
candidates
 
within
 
the
 
organization
 
or
 
considering
 
external
candidates as well.
 
Annual
 
Review:
 
NomCo reviews
 
the
 
qualifications
 
required for
 
the
 
CEO position
 
and
 
the pool
 
of candidates
 
at
 
least
annually. This continuous review ensures that the succession planning process remains up-to-date and aligned with the
evolving needs of the organization.
 
Selection
 
Process:
 
NomCo
 
leads
 
the
 
selection
 
process
 
for
 
the
 
CEO
 
successor.
 
This
 
involves
 
evaluating
 
candidates
based
 
on
 
their qualifications,
 
experience,
 
leadership
 
capabilities,
 
and
 
fit
 
with
 
the
 
organization's
 
culture
 
and
 
strategic
goals.
 
Tailored
 
Induction Program:
 
Upon the
 
selection of
 
the new
 
CEO, NomCo
 
approves a
 
tailored induction
 
program. This
program
 
is
 
designed
 
to
 
facilitate
 
a
 
smooth
 
transition
 
and
 
ensure
 
that
 
the
 
new
 
CEO
 
is
 
equipped
 
with
 
the
 
necessary
knowledge, resources, and support to succeed in the role.
Overall, the CEO Succession
 
Planning Policy ensures that
 
the organization is well-prepared
 
for leadership transitions and
can maintain continuity and effectiveness in its leadership team.
3.5
 
Board Digital & Transformation Committee
11
The Bank’s Board
 
Digital & Transformation
 
Committee (BDTC) is a consultative
 
body that reviews proposals
 
and gives its
strategic advice and
 
guidance on such
 
proposals related to
 
the Group’s digital,
 
innovation, transformation and
 
cybersecurity,
in
 
order
 
to
 
contribute
 
in
 
achieving
 
the
 
vision
 
and
 
strategic
 
goals
 
of
 
the
 
Bank.
 
The
 
BDTC,
 
in
 
carrying
 
out
 
its
 
duties,
 
is
accountable to the Bank Board.
BDTC Membership / Chairmanship
The BDTC members are appointed by the Board.
 
The tenure of the BDTC members coincides with
 
the tenure of the Bank’s
Board, with
 
the option to
 
renew their appointment,
 
but in any
 
case the service
 
in BDTC should
 
not be more
 
than nine
 
(9)
years in total.
The
 
BDTC
 
consists
 
of
 
five
 
(5)
 
Directors
 
of
 
whom
 
one
 
(1)
 
executive
 
and
 
(4)
 
independent
 
non-executives.
 
The
 
BDTC
composition is outlined below:
BDTC Chairperson:
 
Alice Gregoriadi,
Non-Executive Independent Director of the Board
BDTC Vice-Chairperson:
 
Rajeev Kakar,
Non-executive Independent Director of the Board
Members:
 
Jawaid Mirza,
Non-executive Independent Director of the Board
 
John Arthur Hollows,
Non-executive Independent Director of the Board
 
Stavros Ioannou,
Executive Director of the Board / Deputy Chief Executive Officer, Group
 
Chief Operating Officer (COO) & International Activities
It is
 
noted that
 
during 2023
 
and following
 
NomCos’ recommendations
 
for the
 
recomposition of
 
the HoldCo/Bank’s
 
BoDs
Committees, the HoldCo/Bank’s BoDs decided on
 
29.09.2023, Mr. John Arthur Hollows to replace
 
Ms. Efthymia Deli (taking
also into consideration that her role as representative of the HFSF would cease after the disposal of HFSF’s participation).
In addition,
 
on 31
 
October 2023,
 
Mr.
 
Andreas Athanasopoulos,
 
Deputy CEO
 
and Executive
 
Member of
 
the HoldCo/Bank
BoD and member of the Bank BDTC submitted his resignation from these roles, with effect from December 31st, 2023.
 
 
11
BDTC ToR may be found at the Bank’s website (www.eurobank.gr).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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BDTC Meetings
BDTC meets at least twice a year and as each time required, also considering that the annually held Strategy Away Day is
a
 
forum
 
in
 
which
 
relevant
 
digital and
 
transformation
 
strategic matters
 
are
 
also
 
discussed,
 
while minutes
 
are kept
 
for
 
all
meetings.
 
Quorum in BDTC
BDTC is in
 
quorum and meets
 
validly when half
 
of its members
 
plus one (1)
 
are present or
 
represented (fractions, if
 
any,
are not counted), provided that no less than three (3) members,
 
including the Chairperson or the Vice Chairperson and one
non
executive director are present.
At all times, the Chairperson or the Vice
 
Chairperson are present and the total number
of non
executive (incl. independent nonexecutive) directors should be the majority of the members present or represented.
Each member
 
may
 
validly
 
represent only
 
one of
 
the
 
other BDTC
 
members
 
and
 
representation may
 
not be
 
entrusted to
persons other than the Committee members.
 
BDTC Decisions
BDTC’s resolutions are validly taken by
 
an absolute majority of the members who
 
are present or represented. In case of
 
a
tie, the Chairperson
 
and in case
 
of his/her absence
 
the Vice Chairperson
 
of BDTC shall
 
have the casting
 
vote.
 
In case of
non-unanimous
 
decisions,
 
the
 
views
 
of
 
the
 
minority
 
should
 
also
 
be
 
minuted.
The
 
Board
 
shall
 
be
 
informed
 
whenever
 
a
decision of the BDTC is not reached unanimously.
 
BDTC Attendance Rate
During 2023, BDTC held two (3) meetings and the ratio of attendance was 94% (vs. 100% in 2022).
The Directors’ individual attendance rates at the BDTC meetings in 2023 were the following:
Eurobank ‘s BDTC
Eligible to attend
Attended in person
 
(# and %)
Alice Gregoriadi,
BDTC Chairperson
3
3
100%
Rajeev Kakar,
 
BDTC Vice-Chairperson
3
3
100%
Jawaid Mirza,
BDTC member
3
3
100%
John Arthur Hollows,
 
BDTC member since 20.7.2023
 
1
1
100%
Stavros Ioannou,
BDTC member
3
3
100%
Efthymia Deli,
BDTC member until 7.11.2023
2
2
100%
Andreas Athanasopoulos, BDTC member until 31.12.2023
3
2
67%
It is noted
 
that in 2023,
 
Mr. Andreas Athanasopoulos provided
 
representation proxy for
 
his missed meeting
 
in BDTC, leading
the overall attendance rate (physical and under representation) at 100% in BDTC.
BDTC Secretary and Minutes
BDTC appoints its
 
Secretary, who reports to the
 
Group Company Secretariat
 
and cooperates with
 
the Chairperson of
 
BDTC.
The Secretary
 
is responsible
 
to minute
 
the proceedings
 
and resolutions
 
of all
 
BDTC’s meetings,
 
including the
 
names of
those present and
 
in attendance and
 
the action plans
 
and follow ups
 
for assignments, as
 
well as for
 
issuance of extracts.
Decisions, actions and follow ups are disseminated to the Bank’s responsible Units, as required.
BDTC Terms of Reference (ToR)
The BDTC ToR
 
are reviewed at least once
 
every two (2) years and
 
revised if necessary,
 
unless significant changes in
 
the
role, responsibilities, organization and/or regulatory requirements
 
necessitate earlier revision. The ToR are approved by the
Board.
BDTC Performance Evaluation
BDTC’s
 
performance
 
is
 
evaluated
 
annually
 
according
 
to
 
the
 
provisions
 
of
 
the
 
Board
 
and
 
Board
 
Committees
 
Evaluation
Policy.
 
According to
 
the self-evaluation
 
conducted by
 
the BDTC,
 
its members
 
expressed satisfaction
 
with the
 
effectiveness
 
and
leadership of
 
the Committee.
 
They are
 
of the
 
opinion that
 
the BDTC
 
utilizes its
 
time efficiently
 
and engages
 
in thorough
planning and scheduling of meetings. The Chairperson of the BDTC is consistently well-prepared for meetings and adeptly
guides the Committee through its agenda, fostering critical discussions and ensuring that all
 
members have the opportunity
to freely
 
express their
 
views. Furthermore,
 
members are
 
adequately prepared
 
for discussions,
 
leading to
 
a high
 
level of
participation, which indicates a satisfactory level of challenge within the Committee.
The
 
evaluation also
 
brought
 
attention
 
to areas
 
for potential
 
improvement
 
within
 
the BDTC,
 
particularly
 
in enhancing
 
the
planning and scheduling of future meetings. The suggestion is to incorporate more benchmarking and best practices items
into the agenda, shifting focus away from matters solely related to the current state of the Bank.
 
 
 
 
 
 
 
 
 
 
 
 
 
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BDTC’s Activity
For 2023 BDTC has discussed updates of the
 
Eurobank 2030 Transformation and its 2024 big
 
rocks, including deep dives
in various areas. The Committee reviewed among others the IT Architecture Model and
 
strategy to support transformation,
the digital maturity
 
and was also
 
updated on innovation
 
benchmarking, walked
 
through the Eurobank’s
 
Innovation Center
and noted the progress of innovation initiatives.
 
4.
 
Management Committees
Given that there is no relevant regulatory requirement neither a business
 
need, the CEO has not established committees at
HoldCo level.
As
 
regards
 
the
 
Bank,
 
the
 
CEO
 
establishes
 
committees
 
to
 
assist
 
him,
 
as
 
required,
 
in
 
discharging
 
his
 
duties
 
and
responsibilities. The most
 
important Committees established
 
by the CEO
 
are the Executive
 
Board, the Strategic
 
Planning
Committee, the Management
 
Risk Committee, the
 
Group Asset and
 
Liability Committee, the
 
Central Credit Committees (I
&
 
II),
 
the
 
Troubled
 
Assets
 
Committee,
 
the
 
Products
 
and
 
Services
 
Committee
 
(PSC)
 
and
 
the
 
Environmental,
 
Social
 
&
Governance (ESG) Management Committee.
 
Executive Board
The Composition of the Executive Board and short biographical details of its members are summarized below:
 
Fokion Karavias
Chief Executive Officer (CEO)
Year of birth: 1964
Nationality: Hellenic
Number of shares in Eurobank Holdings: 269.495
Mr. Karavias joined Eurobank in 1997 and served, inter alia, as
 
Senior General
Manager,
 
Group Corporate
 
& Investment
 
Banking, Capital
 
Markets &
 
Wealth
Management
 
(2014-2015)
 
and
 
Executive
 
Committee
 
Member
 
(2014-2015),
General
 
Manager
 
and
 
Executive
 
Committee
 
Member
 
(2005-2013),
 
Deputy
General
 
Manager
 
and
 
Treasurer
 
(2002-2005),
 
Head
 
of
 
fixed
 
income
 
and
derivative product trading (1997).
In the past,
 
Mr. Karavias
 
had also the
 
following significant posts:
 
Treasurer of
Telesis Investment Bank (2000), Head of
 
fixed income products
 
and derivatives
in Greece
 
of Citibank, Athens
 
(1994) and has
 
also worked in
 
the Market
 
Risk
Management Division of JPMorgan NY (1991).
He holds a PhD
 
in Chemical Engineering from the
 
University of Pennsylvania,
Philadelphia,
 
USA
 
and
 
an
 
MA
 
in
 
Chemical
 
Engineering
 
from
 
the
 
same
university,
 
as
 
well
 
as
 
a
 
Diploma
 
in
 
Chemical
 
Engineering
 
from
 
the
 
National
Technical
 
University of
 
Athens. He
 
has published
 
articles on
 
topics related
 
to
his academic research.
Stavros Ioannou
Deputy Chief Executive Officer (CEO), Group Chief
Operating Officer (COO) & International Activities
Membership in Board Committees:
Board Digital and Transformation Committee - Member
Year of birth: 1961
Nationality: Hellenic
Number of shares in Eurobank Holdings: 133.154
Mr. Ioannou holds several other posts
 
in the Eurobank Group
 
as member of the
BoD
 
of
 
Eurobank
 
Bulgaria
 
AD
 
(since
 
October
 
2015),
 
Vice-Chairman
 
in
Eurobank Cyprus Ltd
 
(since November 2022) and
 
is also the
 
Chairman of the
BoD, BE-Business
 
Exchanges SA
 
(since January 2014).
Group Private Banking
is also in
 
the area of
 
his responsibilities
 
since 2019 while
 
he has been
 
appointed
as
 
the
 
responsible
 
BoD
 
member
 
of
 
Eurobank
 
Holdings
 
and
 
Eurobank
 
for
climate-related and environmental risks and for the outsourcing
 
function
He
 
is
 
currently
 
Non-Executive
 
Board
 
member
 
of
 
Grivalia
 
Management
Company S.A. (since September 2019).
In the
 
past, Mr.
 
Ioannou had
 
also the
 
following significant
 
posts: Chairman
 
of
the
 
Executive
 
Committee
 
in
 
the
 
Hellenic
 
Banking
 
Association
 
(2020-2022)
where he had been member since 2013, Vice Chairman at
 
Cardlink SA (2013-
2015), Member of
 
the BoD in
 
Millennium Bank, responsible
 
for Retail,
 
Private
Banking
 
and
 
Business
 
Banking
 
(2003),
 
Head
 
at
 
Barclays
 
Bank
 
PLC,
responsible for Retail Banking, Private Banking and Operations
 
(1990-1997).
He holds an MA in Banking and Finance from the
 
University of Wales, UK and
a Bachelor Degree in Business Administration from
 
the University of Piraeus.
Kostas Vassiliou
Deputy Chief Executive Officer
 
(CEO), Head of Corporate
& Investment Banking
Year of birth: 1972
Nationality: Hellenic
Mr. Vassiliou
 
holds several other posts in the Eurobank Group as
 
Chairman of
the
 
BoD
 
of
 
Eurobank
 
Factors
 
Single
 
Member
 
SA
 
(since
 
December
 
2018),
Member
 
of
 
the
 
BoD
 
of
 
Eurobank
 
Equities
 
Single
 
Member
 
SA
 
(since
 
March
2015), Vice-Chairman of
 
the BoD of Eurolife
 
FFH Insurance Group
 
Holdings SA
(since January 2021), Eurolife
 
FFH Life Insurance SA
 
(since December 2020)
and Eurolife FFH General Insurance SA (since December
 
2020).
 
 
 
 
 
 
 
 
 
 
 
 
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Number of shares in Eurobank Holdings: 131.626
In
 
the
 
past,
 
Mr.
 
Vassiliou
 
had
 
also
 
the
 
following
 
significant
 
posts:
 
Country
Manager for Greece, Cyprus and the Balkans,
 
Mitsubishi UFJ Financial Group,
London
 
(2000-2005)
 
and
 
Senior
 
Relationship
 
Manager,
 
Mitsubishi
 
UFJ
Financial Group, London (1998-2000).
He
 
holds
 
an
 
MΒΑ
 
from
 
Boston
 
University,
 
USA
 
and
 
a
 
BA
 
in
 
Business
Administration from the Athens University of Economics
 
and Business.
Christos Adam
General Manager, Group Risk Management, Group
 
Chief
Risk Officer (Group CRO), Eurobank SA
Year of birth: 1958
Nationality: Hellenic
Number of shares
in Eurobank Holdings: 120.365
Mr. Adam has
 
been Group
 
CRO since
 
November 2013
 
and he
 
has served
 
within
the Eurobank Group as Deputy General Manager (2005-2013), Head of Group
Credit
 
Control
 
Sector
 
(1998-2013)
 
and
 
Senior
 
Account
 
Officer
 
&
 
Senior
Manager, Corporate Division (1990-1997).
 
In the past Mr. Adam worked
 
in ANZ
Grindlays
 
Greek
 
Branch,
 
he
 
had
 
the
 
position
 
of
 
Account
 
Manager
 
in
 
the
Corporate Division.
He holds an MBA in Finance from the University of Michigan, Ann Arbor, USA,
with full scholarship from the Fulbright Foundation and a Degree in Economics
with Honors
 
from the
 
School of
 
Economics &
 
Political Sciences,
 
University of
Athens.
Thanasis Athanasopoulos
General Manager –
 
Head of Group
 
Compliance General
Division of Eurobank SA
Year of birth: 1973
Nationality: Hellenic
Number of shares
in Eurobank Holdings: 103.888
In
 
the
 
past, Mr.
 
Athanasopoulos has
 
served as
 
Chief Audit
 
Executive of
 
the
Alpha
 
Bank
 
Group
 
and
 
Vice
 
President
 
-
 
Audit
 
&
 
Risk
 
Review
 
of
 
the
 
Mellon
Financial Corporation.
He
 
holds
 
a
 
BSc,
 
Business
 
Administration
 
from
 
the
 
Athens
 
University
 
of
Economics and
 
Business, a
 
MSc, Banking
 
from the
 
University of
 
Reading, a
MSc, Economic
 
History from
 
the London
 
School of
 
Economics and
 
he is
 
certified
as a Fellow
 
Chartered Accountant of ICAEW
 
and a Certified Director
 
(IDP) by
INSEAD.
Iakovos Giannaklis
Deputy Chief
 
Executive Officer,
 
Head of
 
Retail &
 
Digital
Banking of Eurobank SA
Year of birth: 1971
Nationality: Hellenic
Number of shares
in Eurobank Holdings: 82.421
He is
 
also the
 
Vice-President in
 
the Board
 
of Directors
 
of Worldline
 
Merchant
Acquiring Greece S.A.
In
 
the
 
past,
 
Mr.
 
Giannaklis
 
held
 
BoD
 
positions
 
in
 
the
 
following
 
entities
 
of
Eurobank
 
Group:
 
Eurobank
 
FPS
 
Loans
 
and
 
Credits
 
Claim
 
Management
 
SA
(2018-2019),
 
Eurobank
 
Household
 
Lending
 
Services
 
SA
 
(2016-2018),
Eurobank
 
Asset
 
Management
 
MFMC
 
(2014-2017)
 
and
 
Eurobank
 
Business
Services (2009-2017).
 
He also
 
held the
 
following posts
 
in Eurobank:
 
Head of
Retail Banking General Division
 
(2016-2023), Head of Branch
 
Network General
Division
 
(2014-2016),
 
Head
 
of
 
Branch
 
Network
 
Commercial
 
Development
Sector (2014), and Head of Branch Network Sector (2009-2014).
He
 
has
 
also
 
been
 
a
 
member
 
of
 
the
 
BoDs
 
of
 
Eurolife
 
FFH
 
Group
 
Holdings,
General Insurance and Life Insurance (2021-2023). Mr
 
Giannaklis also served
as
 
Group
 
Deputy
 
General
 
Manager,
 
Retail
 
and
 
Digital,
 
Growth
 
and
Transformation in Bank Muscat, Oman (2023)
He holds an
 
MBA from the
 
University of Indianapolis,
 
USA and a
 
BA in Business
Administration, from the City University of Seattle,
 
USA.
Tasos Ioannidis
General
 
Manager
 
Markets
 
&
 
Asset
 
Management,
Eurobank SA
Year of birth: 1968
Nationality: Hellenic
 
Number of shares
in Eurobank Holdings: 101.962
In
 
the
 
past
 
Mr.
 
Ioannidis
 
has
 
served
 
as
 
General
 
Manager,
 
Head
 
of
 
Global
Markets & Treasury (April 2015
 
- July 2019), Deputy
 
General Manager, Head of
Global
 
Markets
 
&
 
Treasury
 
(October
 
2013
 
-
 
March
 
2015),
 
Deputy
 
General
Manager,
 
Group
 
Treasurer
 
(April
 
2009
 
-
 
October
 
2013),
 
Deputy
 
General
Manager, Group Head
 
of Trading (March
 
2007 -
 
April 2009).
 
He has
 
also served
as
 
Member
 
of
 
the
 
BoD,
 
Eurobank
 
Asset
 
Management
 
MFMC
 
(May
 
2015
 
-
September
 
2017),
 
Chairman
 
of
 
the
 
BoD,
 
Eurobank
 
ERB
 
MFMC,
 
former
 
TT
ELTA
 
MFMC (February 2014
 
- September 2015), Member
 
of the BoD,
 
Global
Asset Management SA
 
(June 2006 -
 
December 2009), and
 
Member of the
 
BoD,
Portfolio Investment SA (June 2002 - April 2003).
He holds
 
a MSc in
 
Shipping, Trade
 
and Finance from
 
Cass Business School,
London, UK
 
and a
 
BSc, School
 
of Mechanical
 
Engineering from
 
the National
Technical University of Athens.
Apostolos Kazakos
General Manager, Group Strategy, Eurobank SA
Year of birth: 1972
Nationality: Hellenic
 
Number of shares
in Eurobank Holdings: 104.417
Mr.
 
Kazakos
 
has
 
also
 
served
 
as
 
Deputy
 
CEO,
 
Eurobank
 
Equities,
 
the
investment banking and
 
brokerage arm of
 
Eurobank Group (May
 
2010 – August
2013),
 
Assistant
 
General
 
Manager,
 
Head
 
of
 
Group
 
Strategy
 
&
 
Investment
Relations,
 
National
 
Bank
 
of
 
Greece
 
(August
 
2014
 
 
March
 
2015),
 
General
Manager
 
and
 
Head
 
of
 
the
 
Investment
 
Banking,
 
Restructuring
 
&
 
Capital
Investment
 
Division,
 
General
 
Bank,
 
Piraeus
 
Group
 
(September
 
2013
 
 
July
2014),
Senior
 
Executive
 
and
 
eventually
 
Head
 
of
 
the
 
Investment
 
Banking
Division, Eurobank Equities and Telesis Bank (January 1998 – May 2010).
He
 
holds
 
an
 
MSc
 
in
 
International
 
Securities,
 
Investment
 
and
 
Banking,
International
 
Securities
 
Market
 
Association
 
(ISMA)
 
from
 
the
 
University
 
of
Reading, UK and a Degree in Accounting, Faculty of Administration & Finance
 
 
 
 
 
 
 
 
 
 
 
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from
 
the
 
International
 
University
 
of
 
Greece
 
(ex-Technological
 
Educational
Institute of Central Macedonia).
Harris Kokologiannis
General Manager, Group Finance, Group Chief Financial
Officer (Group CFO), Eurobank SA
Year of birth: 1967
Nationality: Hellenic
 
Number of shares
in Eurobank Holdings: 119.788
Mr. Kokologiannis joined Eurobank in January 2008 as Head of Group
 
Finance
and Control until his appointment as Group CFO
 
in July 2013.
 
He
 
has
 
served
 
as
 
Audit
 
Supervisor,
 
Deloitte
 
(Tax,
 
Audit,
 
Management
Consultant),
 
Group
 
CFO
 
(Lafarge
 
Cement
 
-
 
Heracles
 
General
 
Cement
Company), Director
 
of Finance
 
and Control
 
(L’Oreal
 
Hellas), Group
 
Financial
Manager (PLIAS Group).
He
 
is
 
a
 
Chartered
 
Accountant
 
in
 
UK,
 
member
 
of
 
the
 
Chartered
 
Institute
 
of
Management Accountant (C.I.M.A.), UK. He holds an MBA from the
 
University
of Warwick (UK) and a BA in Business
 
Management and Organization from the
School of Economics and Business Science (ASOEE).
 
Michalis Louis
Head of International Activities & Group Private
 
Banking
Year of birth: 1962
Nationality: Cypriot
Number of shares
in Eurobank Holdings: -
Mr. Louis
 
also serves as CEO,
 
Eurobank Cyprus Ltd (since
 
2007), Member of
the
 
BoD,
 
Eurobank
 
Private
 
Bank
 
Luxembourg
 
SA
 
and
 
Member
 
of
 
the
Supervisory Board (SB) of Eurobank Bulgaria AD.
He holds a MSc in Corporate Finance &
 
Accounting from the London School of
Economics and Political Sciences, UK and a Degree in Accounting
 
from Ealing
College, UK.
Natassa Paschali
General
 
Manager,
 
Head
 
of
 
Group
 
Human
 
Resources
General Division, (Group CHRO), Eurobank SA
Year of birth: 1972
Nationality: Greek
Number of shares
in Eurobank Holdings: 47.968
Mrs. Paschali is the Group Chief Resources
 
Officer (Group CHRO), since June
2018 In the past she has served within
 
the Eurobank Group as Head of People
Engagement (January 2017 – June
 
2018), Head of HR, Eurobank
 
Private Bank
Luxembourg SA
 
(parallel assignment),
 
Luxembourg (May
 
2014 –
 
May 2017),
Head of HR Line Management, Wholesale Banking
 
(2008-2016).
 
She
also held positions in Citigroup-
 
Citibank International Plc
 
as Head of HR –
 
Vice
President, Global Corporate and Investment
 
Banking Group, (July 2006 – June
2008)
 
and
 
Head
 
of
 
Training
 
&
 
Development
 
 
Assistant
 
Vice
 
President,
Consumer Banking Group, (February 2004 – July 2006)
She holds a
 
MSc in Industrial
 
Relations and Personnel Management
 
from the
London School
 
of Economics
 
and Political
 
Science (1995-1996)
 
and a
 
BA in
English
 
Language
 
and
 
Literature
 
from
 
the
 
University
 
of
 
Athens,
 
School
 
of
Philosophy (1991-1995).
Ioannis Serafeimidis
General
 
Manager,
 
Retail
 
Banking
 
Channels,
 
Eurobank
SA
Year of birth: 1973
Nationality: Hellenic
 
Number of shares in Eurobank Holdings: 44.523
Mr Serafimidis
 
is also
 
a Non-Executive
 
member of
 
the BoDs
 
in, Eurolife
 
FFH
Insurance Group
 
Holdings SA (since
 
July 2023),
 
Eurolife FFH
 
Life Insurance
 
SA
(since July 2023) and Eurolife FFH General
 
Insurance SA (since July 2023).
In
 
the
 
past
 
Mr.
 
Serafeimidis
 
has
 
served
 
as
 
General
 
Manager
 
and
 
Head
 
of
Branch Network, Eurobank, Athens (2019-2023), Executive Director and Head
of
 
Retail
 
Banking,
 
Postbank,
 
Sofia
 
(2014-2019),
 
Head
 
of
 
Branch
 
Network,
Postbank,
 
Sofia
 
(2011-2014),
 
Senior
 
Executive Manager
 
and
 
Head of
 
Small
Business
 
Banking,
 
Bancpost,
 
Bucharest
 
(2008-2011),
 
as
 
well
 
as
 
other
significant posts in Eurobank’s Branch Network,
 
which he joined in 2002 after
 
a
4 year incumbency in KPMG Management Consulting
 
in Athens.
He holds an MSc
 
in International Relations from London School
 
of Economics
(UK) and a BSc in Economics from the University
 
College London (UK).
Mrs. Veronique Karalis, Deputy Group Company Secretary,
 
serves as the Secretary of the ExBo.
The ExBo
 
manages the
 
implementation of
 
Group’s strategy
 
in line
 
with the
 
Board’s guidance.
 
The functioning
 
of ExBo
 
is
subject to the
 
provisions of the
 
TRFA.
 
The ExBo is
 
established by the
 
CEO and its
 
members are appointed
 
by the CEO.
The ExBo meets on a weekly basis or ad hoc when necessary. Other executives of the Group, depending on the subject to
be discussed, may be invited to attend.
The ExBo is in quorum and meets validly when half of its members plus one are present or represented. In
 
determining the
number of
 
members for
 
the quorum, fractions,
 
if any,
 
shall not
 
be counted.
 
The ExBo
 
resolutions require a
 
majority vote.
The ExBo appoints
 
its Secretary,
 
who reports to
 
the Group Company
 
Secretariat and cooperates
 
with the Chairperson
 
of
the Committee. The Secretary is responsible to minute the proceedings and resolutions of all ExBo meetings, including the
names of those present
 
and in attendance and the
 
action plans and follow ups
 
for assignments, as well as
 
for issuance of
extracts. Decisions, actions and follow ups are disseminated to the Bank’s responsible Units, as required.
 
The ExBo Terms
of Reference (ToR) are
 
approved by the CEO and revised as appropriate.
The ExBo’s key tasks and responsibilities are to:
 
manage the implementation of the Group’s strategy as developed by the SPC, in line with the BoD’s guidance,
 
draw up the annual budget and the business plan.
 
The SPC reviews the key objectives and the
 
goals contained therein,
as well as the major business initiatives, and submits them to the Board for approval,
 
 
 
 
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approve issues concerning the Group’s strategic choices (e.g. partnerships, share capital increase, issuing convertibles
and/or launching debt issuance programs,
 
mergers, acquisitions or disposals, the
 
formation of joint ventures,
 
creation or
dissolution of special purpose vehicles, dividend distribution and all other investments or
 
non-material disinvestments
12
by the Group etc.), ensuring these being in line with the approved Group’s strategy, if the issue under discussion is less
than or equal to €40 million. In case though:
 
a)
 
the issue under discussion exceeds € 40 million,
b)
 
a decision of the Board is obligatory by Law or by the Bank’s contractual commitments,
c)
 
it is
 
deemed necessary
 
by the
 
SPC, taking
 
into account
 
the complexity
 
and nature
 
of the
 
strategic choices
 
under
discussion,
the issues concerning the
 
Group’s strategic choices are
 
approved by the Board
 
following a relevant proposal
 
by the SPC
(as per its Terms of
 
Reference),
 
monitor the performance of each business unit
 
and country against budget and
 
ensure corrective measures are in place
wherever required,
 
decide on all
 
major Group’s initiatives
 
aiming at transforming
 
the business and
 
operating model, enhancing
 
the operating
efficiency and cost rationalization, improving organizational and business structure,
 
ensure that adequate systems of internal controls are properly maintained,
 
review and
 
approve Bank’s Policies
 
(other than
 
Credit Policies
 
that are approved
 
by Management
 
Risk Committee
 
and/or
Troubled
 
Assets Committee
 
and/or BRC)
 
that are
 
related to
 
its responsibilities
 
and/or are of
 
critical importance
 
to the
Bank, including but not limited to those requiring BoD approval as per the TRFA,
 
review the
 
performance of
 
any Committee
 
and /or
 
individuals to
 
whom it
 
has delegated
 
part of
 
its responsibilities,
 
as
approved,
 
ensure adequacy of Resolution Planning governance, processes and systems,
 
 
hire and retain external consulting firms
 
and approve their compensation and terms of
 
engagement in accordance with
Bank’s policies and procedures,
 
hire and retain investment banking advisors, and approve their compensation and terms of engagement, in accordance
with Bank’s policies and procedures, where applicable,
 
To
 
review the quarterly report of
 
Group Operational Risk Sector
 
(GORS) before submission to
 
the BRC since it entails
group wide operational risk issues.
ExBo’s performance
 
is evaluated
 
annually according
 
to the provisions
 
of Bank’s
 
Management Committees’
 
Policy and its
Terms
 
of Reference. For 2023,
 
ExBo performed its
 
self-evaluation. According to this
 
evaluation, it was determined
 
that its
overall performance
 
remained strong
 
in
 
all areas
 
with a
 
slight
 
decrease vs.
 
last year.
 
Members
 
of ExBo
 
discussed the
following considerations: i)
 
number of items
 
in the agendas
 
being excessive, ii)
 
Meetings’ agenda being
 
more focused on
regulatory
 
and
 
operational
 
and
 
less
 
strategic
 
and
 
business
 
oriented
 
and
 
iii)
 
supporting
 
material
 
being
 
lengthy
 
and
 
the
necessity of an executive summary.
Strategic Planning Committee
13
The purpose of the SPC is to:
a)
 
assist Management in planning, developing and implementing the Bank Group’s Strategy and
b)
 
recommend to the Board certain initiatives in relation to the Bank Group’s Strategy.
The key tasks and responsibilities of the SPC are:
 
within the framework of which the
 
Executive Board draws up the annual
 
budget and the business plan,
 
to review the key
objectives and goals contained therein and review major business initiatives,
 
before their submission for approval to the
Board,
 
to
 
review,
 
analyze
 
and deliberate
 
issues
 
concerning the
 
Bank Group’s
 
strategic choices
 
(e.g. strategic
 
partnerships,
share capital increase, issuing convertibles and/or launching debt issuance programs, mergers/demergers,
 
acquisitions
or disposals, the formation of
 
joint ventures, creation or dissolution
 
of special purpose vehicles, dividend
 
distribution and
all other major
 
investments or disinvestments
 
by the Bank
 
Group etc.), ensuring
 
these being in
 
line with the
 
approved
Bank Group’s strategy.
The SPC shall formulate relevant proposals to the Board, if:
a)
 
the issue under discussion exceeds € 40 million, while for lower amounts approval will be provided by the Executive
Board,
b)
 
a decision of the Board is obligatory by Law or by the Bank’s contractual commitments,
c)
 
it is
 
deemed necessary
 
by the
 
SPC, taking
 
into account
 
the complexity
 
and nature
 
of the
 
strategic choices
 
under
discussion,
 
to submit to
 
the Board
 
for approval
 
proposals relating
 
to the
 
strategy and
 
the budget
 
of the
 
Property Portfolio
 
as described
in the Service Level Agreement between Eurobank and Grivalia Management Company,
 
to submit to the
 
Board for approval proposals for
 
the acquisition and disposal of
 
assets other than repossessed assets
(as these are
 
defined in the
 
Service Level Agreement
 
between Eurobank and
 
Grivalia Management Company)
 
with book
value above € 10 million,
to submit to the Board
 
for approval proposals for the disposal of repossessed
 
assets (as these are defined
 
in the Service
Level Agreement between Eurobank and Grivalia Management Company) with gross book value above € 20 million,
12
 
As specified in the Divestment Policy
13
Information
 
regarding
 
current
 
composition
 
and
 
short
 
biographical
 
details
 
of
 
its
 
members
 
may
 
be
 
found
 
at
 
the
 
Bank’s
 
website
(www.eurobank.gr).
 
 
 
 
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to maintain
 
and take
 
all necessary
 
actions on
 
regulatory and
 
internal capital
 
required to
 
cover all
 
types of
 
risks (incl.
strategic and reputational risks, as well as other non-quantifiable risks) and
 
to ensure that capital requirements are met
at all times,
 
 
to review and evaluate all major Bank Group’s initiatives aiming at transforming the business and operating model,
 
 
to monitor on
 
a regular
 
basis the
 
strategic and the
 
key performance
 
indicators of the
 
Bank Group,
 
including the
 
segmental
view,
 
 
to review and, as needed, make proposals to the Board on all other issues of strategic importance to the Bank Group.
The SPC is composed of the following members with voting rights:
 
- The Chief Executive Officer (CEO)
- The Deputy CEOs
- The Group Chief Risk Officer
- The Group Chief Financial Officer
The Chairman
 
of the
 
Board, the
 
Vice-Chairman of
 
the Board
 
and the
 
General Manager
 
Group Strategy
 
participate in
 
the
SPC as a permanent attendees with no voting rights.
The SPC is chaired by the
 
CEO and in case of absence
 
or impediment of the CEO, by the
 
longest serving Deputy CEO in
attendance.
 
The SPC meets on a weekly basis or ad hoc, when necessary, and keeps minutes of its meetings.
 
The SPC is in quorum and meets validly when a) half of its members plus one are present (fractions are excluded from the
computation), provided
 
that at
 
least three
 
members are
 
present and
 
b) SPC’s
 
Chairperson or the
 
longest serving
 
Deputy
CEO in attendance, entitled to chair the Committee, is present.
 
The resolutions
 
of the
 
SPC require
 
a majority
 
vote. In
 
case of
 
a tie
 
of votes,
 
SPC’s Chairperson
 
has the
 
casting vote.
 
If
SPC’s Chairperson is
 
absent, the
 
longest serving
 
Deputy CEO
 
in attendance,
 
entitled to
 
chair the
 
Committee, has
 
the casting
vote.
 
In the context
 
of providing support
 
to the Chairperson
 
for ensuring the
 
smooth and proper
 
operation of the
 
SPC, the SPC
appoints
 
its
 
Secretary
 
who
 
reports
 
to
 
the
 
Group
 
Company
 
Secretariat
 
and
 
cooperates
 
with
 
the
 
Chairperson
 
of
 
the
Committee.
 
The Secretary is responsible to maintain an annual calendar of the scheduled meetings, which may be revisited depending
on
 
unforeseen
 
circumstances, following
 
the
 
approval
 
of
 
SPC’s
 
Chairperson.
 
In
 
addition,
 
the
 
Secretary is
 
responsible
 
to
organize meeting details
 
(including venues), record
 
the attendance of
 
members and other
 
attendees/invitees, ensure that
quorum requirements are
 
met, minute the
 
proceedings and resolutions
 
of all Committee
 
meetings, issue true
 
copies/extracts
of the
 
SPC’s minutes
 
and notify
 
the responsible
 
managers regarding
 
any issue
 
discussed by
 
the SPC
 
and is
 
relevant to
them or on which they need to take action.
The SPC Terms
 
of Reference (ToR) are approved by the
 
CEO and revised as appropriate.
SPC’s performance
 
is evaluated annually
 
according to the
 
provisions of Bank’s
 
Managements Committees’ Policy
 
and its
Terms of Reference. According to SPC’s self-evaluation for 2023, it was determined that its overall performance and all the
specific
 
areas
 
of
 
evaluation
 
i.e. the
 
profile
 
and
 
composition,
 
the
 
organization
 
and
 
administration
 
and
 
the
 
key
 
tasks
 
and
responsibilities, are strong.
 
Management Risk Committee
14
The main responsibility of Management Risk Committee (MRC) is to oversee the risk management framework of the Bank.
The MRC ensures that material risks are identified and promptly escalated to the
 
BRC and that the necessary policies and
procedures are in place to prudently manage risk and to comply with regulatory requirements.
 
As part of its responsibility, the MRC, facilitates reporting to the BRC on the range of risk-related topics under its purview.
As part of its mandate, the MRC:
 
 
reviews
 
the
 
Group’s
 
risk
 
profile
 
vis-à-vis
 
its
 
declared
 
risk
 
appetite,
 
examines
 
any
 
proposed
 
modifications
 
to
 
the
 
risk
appetite,
 
 
reviews and approves the stress testing programme results,
 
 
determines
 
appropriate
 
management
 
actions
 
which
 
are
 
discussed
 
and
 
presented
 
to
 
the
 
ExBo
 
for
 
information
 
and
submitted to the BRC for approval.
The MRC maintains at all times a pro-active approach to Management.
The MRC understands
 
and evaluates risks,
 
addresses escalated issues,
 
provides oversight
 
of the Group’s
 
risk management
framework – including the
 
implementation of risk policies
 
– and informs the
 
BRC of the Group’s
 
risk profile. The
 
Group CRO
14
 
Information
 
regarding
 
current
 
composition
 
and
 
short
 
biographical
 
details
 
of
 
its
 
members
 
may
 
be
 
found
 
at
 
the
 
Bank’s
 
website
(www.eurobank.gr).
 
 
 
 
 
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updates the ExBo on material risks and
 
issues on a periodical basis. Furthermore, the
 
MRC assists the BRC in defining risk
management
 
principles
 
and
 
methodologies
 
thereby
 
ensuring
 
that
 
the
 
Group’s
 
Risk
 
Management
 
Framework
 
contains
processes for
 
identifying, measuring,
 
monitoring, mitigating
 
and reporting
 
the current
 
risk profile
 
against its
 
risk appetite,
limits, and performance targets. Specific responsibilities performed by the MRC are described below:
 
revises and presents
 
to the BRC
 
for approval the
 
risk strategy and
 
the risk appetite,
 
the risk limits
 
and the measures
for monitoring both
 
financial and non-financial
 
risks, in conjunction
 
with the Board’s
 
approval of the
 
annual business
plan / strategy,
 
monitors :
 
a) current risk exposures
 
at a Group level,
 
b) company-wide compliance with
 
the risk limits, c)
 
Bank’s
overall risk assessment processes and d) Bank's capability to identify and manage new risk types as they emerge
 
performs risk escalation and remediation
 
by reviewing and reporting
 
on any material breaches
 
of risk limits and
 
the
adequacy of proposed specific actions to address them,
 
reviews the Stress Testing
 
Programme with regards to:
 
o
 
its effectiveness and robustness,
o
 
material risks developed in the risk identification process
 
and scenarios developed in the scenario design
process,
o
 
key modelling assumptions and the stress testing results before the submission to the BRC
 
reviews at least on an annual basis the following reports:
 
o
 
the Group ICAAP and ILAAP,
 
o
 
the Group Recovery Plan
 
in compliance with the regulatory requirements and guidelines before final submission to the BRC,
 
Regarding the
 
Resolution Planning,
 
the MRC
 
reviews and
 
approves the
 
Bank’s resolution
 
planning initiatives
 
to
enhance its resolvability material/documents requested by the Resolution Authorities (SRB).
The MRC does not conflict with the GCRO or the Risk Management General Division’s responsibilities for
 
Risk governance
as prescribed under the Bank of Greece’s
 
Governor Act no. 2577/2006. They have responsibility to
 
escalate material risks
and issues to the
 
BRC and to update ExBo on material risks and issues on a periodical basis.
The MRC which meets on a monthly basis prior
 
to the BRC meeting or more frequently on
 
an ad-hoc basis, if required, is in
quorum and meets
 
validly when
 
half of
 
its members, including
 
the Chairperson
 
or the
 
Vice-Chairperson, plus
 
one are present
or represented. Selected attendees can
 
be invited to the
 
MRC meetings, when the
 
topics for discussion fall
 
under their remit
or they have the requisite expertise to constructively participate. The finalized minutes are distributed to the BRC, SPC
 
and
ExBo
 
members,
 
as
 
prepared
 
by
 
the
 
committee’s
 
secretary
 
and
 
approved
 
by
 
its
 
Chairperson.
 
Abstracts
 
of
 
resolutions
reached and actions to be taken are provided to Management, SPC and/or ExBo members, as necessary.
 
Resolutions of the
 
MRC are decided
 
based on
 
a simple
 
majority and in
 
case of a
 
tie vote,
 
the Chairman or
 
the Vice-Chairman
in the
 
case of
 
Chairman’s absence,
 
has the
 
casting vote.
 
The opinion
 
of the
 
minority is
 
recorded in
 
the meeting
 
minutes
whenever a decision of the MRC is not reached unanimously, and the BRC is informed accordingly.
 
Changes to
 
the ToR
 
of the
 
MRC are
 
reviewed by
 
the MRC
 
at least
 
every two
 
(2) years
 
and revised
 
if necessary,
 
unless
significant changes
 
in the
 
composition, role,
 
responsibilities, organization
 
and /
 
or regulatory
 
requirements necessitate
 
earlier
revision and are approved by the CEO. The ToR
 
of MRC are also submitted to the BRC for information purposes.
 
The MRC’s performance
 
is evaluated annually according
 
to the provisions of
 
Bank’s Management Committees Policy
 
and
its Terms of Reference. For 2023, it was determined that its overall performance and all the specific areas of evaluation i.e.
the profile and composition,
 
the organization and
 
administration and the key
 
tasks and responsibilities, are
 
strong. Members
reviewed key points raised by the self-assessment
 
exercise, noting that the main issues concern
 
members’ attendance and
participation, the length of the meeting and the
 
agenda as well as the timely submissions.
 
Members exchanged opinions on
how to
 
improve the committee
 
and agreed
 
on the
 
need to
 
educate the
 
presenters to
 
be short and
 
concise so
 
as to
 
allow
more time for questions/discussion.
 
Group Asset and Liability Committee (G-ALCO)
15
G-ALCO’s primary mandate is to:
a)
 
formulate, propose, approve, implement
 
and monitor – as
 
the case may be
 
- the Group’s i)
 
liquidity position and
risk profile
 
and its
 
funding strategies
 
and policies
 
ii) interest
 
rate guidelines
 
and interest
 
rate risk
 
profile and
 
policies
iii) Capital
 
investments -
 
as well
 
as FX
 
exposure and
 
hedging -
 
strategy iv)
 
Group’s business
 
initiatives and/or
investments that affect the bank’s capital, market and liquidity risk profile. Further, to approve at a first stage, and
recommend to BRC
 
for final approval
 
the respective country
 
limits and the
 
relevant policy/methodology (special
attention is given for the approval/monitoring of the limits for countries where Eurobank has a local presence).
15
Information
 
regarding
 
current
 
composition
 
and
 
short
 
biographical
 
details
 
of
 
its
 
members
 
may
 
be
 
found
 
at
 
the
 
Bank’s
 
website
(
www.eurobank.gr
).
 
 
 
 
 
 
 
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b)
 
approve or propose – as the case
 
may be - changes to these policies
 
that conform to the Bank’s risk appetite and
levels of exposure as determined by
 
the Board Risk Committee (and BoD
 
as the case may be) and
 
Management,
while complying with the framework established by regulatory/supervisory authorities.
G- ALCO
 
responsibility is
 
to also
 
review the
 
overall liquidity
 
positions and
 
developments of
 
the Group
 
on a
 
country-by-
country
 
level.
 
In
 
this
 
context,
 
international
 
subsidiaries’
 
ALCOs
 
should
 
report
 
on
 
monthly
 
basis
 
material
 
country
developments and
 
decisions (reflected
 
in respective
 
country ALCO
 
minutes) to
 
G-ALCO, based
 
on the
 
above principles
and their respective regulatory/supervisory authorities’ instructions and guidelines.
The key tasks and responsibilities of G-ALCO involve the following broad areas:
Approval
 
of
 
general
 
policies
 
and
 
guidelines,
 
compliance
 
with
 
regulatory
 
requirements,
 
review
 
of
activities/investments, risks & exposures
Liquidity Risk
Interest Rate Risk in the Banking Book (IRRBB) and Credit Spread Risk in the Banking Book (CSRBB)
Key reports reviewed by G-ALCO:
 
Deposit rates evolution (per business unit) and market share evolution (Greece)
LCR & NSFR evolution on a monthly basis (at a Solo and Group level)
Liquidity buffer analysis (Solo, Group, and per country).
 
Liquidity stress tests
Liquidity risk analysis/sensitivities
Market risk analytics reports (PV01 in FVOCI and AC, VaR analysis, historical simulation results and reporting of
the relevant KRIs for MTM exposure in OCI & AC, evolution of RWAs for market risk, reports on the level of KRIs
related to market risk.
IRRBB reports: sensitivity of NII and sensitivity of EVE per regulatory framework (EBA IRRBB guideline) & per
internal framework
International subsidiaries’ liquidity buffers and regulatory ratios.
G-ALCO convenes once a month and/or whenever required.
 
Required
 
quorum for
 
G-ALCO meetings
 
to be
 
effective
 
is six
 
members. In
 
order to
 
have a
 
quorum the
 
presence of
 
its
Chairperson and
 
a minimum
 
of three
 
(3) SPC members
 
is required.
 
Decisions on issues
 
are to
 
be taken
 
by majority; in
case of
 
a tie
 
vote, the
 
issue under
 
discussion is
 
escalated to
 
ExBo
.
 
Additionally, under exceptional
 
circumstances, decisions
may be taken
 
by circulation, which is
 
equal to a
 
decision of the
 
G-ALCO, even if
 
no meeting has taken
 
place. A relevant
approval memo is then issued by the Secretary.
G-ALCO’s performance is evaluated annually according
 
to the provisions of
 
Management Committees’ Policy and its
 
Terms
of Reference.
 
G ALCO’s
 
self-evaluation for
 
2023 is
 
in progress,
 
while according
 
to G-ALCO’s
 
self-evaluation for
 
2022, it
was determined
 
that: i)
 
its members’
 
engagement is
 
well appropriate, ii)
 
the G-ALCO
 
continues to
 
function effectively
 
in
relation to
 
its mandate
 
and responsibilities,
 
with members
 
engaging in
 
critical discussions
 
during meetings
 
on key
 
risk issues,
iii)
 
in
 
light
 
of
 
the
 
increasing
 
complexity
 
and
 
importance
 
of
 
issues
 
arising,
 
the
 
evolution
 
of the
 
regulatory
 
framework and
emergence
 
of
 
additional
 
risk
 
considerations,
 
G-ALCO
 
should
 
improve
 
its
 
organizational
 
and
 
operational
 
efficiency
 
with
increasing frequency and/or length of meetings as may be required to remain as effective.
Central Credit Committees
Central Credit Committee I
The main objective of Central
 
Credit Committee I (CCCI) is
 
to ensure the objective credit
 
underwriting of relevant exposures
of Greek
 
corporate performing
 
and private
 
banking clients,
 
in accordance
 
to the
 
Risk Appetite
 
Framework and
 
the Credit
Policy Manual of the Bank and in a way that balances credit risk and return on equity.
The CCCI is chaired by
 
an independent to Business
 
and Risk Professional, convenes
 
at least once a week
 
and all meetings
are
 
minuted.
 
Decisions
 
are
 
taken
 
unanimously.
 
If
 
unanimity
 
is
 
not
 
achieved,
 
the
 
credit
 
request
 
is
 
escalated
 
by
 
the
Chairperson to the next (higher) approval level
 
requiring a unanimous decision. In case of non-unanimity
 
the final decision
lies with the Management Risk Committee (MRC), by majority voting.
The main
 
duty and
 
responsibility of
 
the CCCI is
 
to assess
 
and approve
 
all credit
 
requests for clients
 
in the
 
Greek related
corporate
 
performing
 
and
 
private
 
banking
 
portfolio
 
of
 
a
 
total
 
exposure
 
above
 
€50mio
 
and
 
unsecured
 
exposure
 
above
€35mio.
 
For
 
total
 
exposure
 
exceeding
 
€75mio
 
and
 
unsecured
 
exposure
 
exceeding
 
€50mio,
 
additional
 
approval
 
by
 
the
GCRO is
 
required, while
 
for total
 
exposure exceeding
 
€150mio and
 
unsecured exposure
 
exceeding €100mio,
 
additional
approval by
 
the CEO
 
is required.
 
Furthermore, for
 
exposures higher
 
than 10%
 
(or 20%
 
for selected
 
borrowers where
 
no
single
 
risk exists)
 
of
 
the Bank’s
 
regulatory capital
 
the additional
 
approval
 
of the
 
Management Risk
 
Committee (MRC)
 
is
required. Subsequently, the final approval is granted by the Board Risk Committee (BRC).
 
 
 
 
 
 
 
 
 
 
 
 
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Central Credit Committee II
The main objective of the Central Credit Committee II (CCCII) is the same as for the CCCI for lower levels of exposure.
 
The CCCII convenes at least
 
once a week and all
 
meetings are minuted. Decisions are
 
taken unanimously.
 
If unanimity is
not achieved, the request is escalated by the Chairperson to the next approval level.
The
 
main
 
duty
 
and
 
responsibility
 
of
 
CCCII
 
is
 
to
 
assess
 
and
 
approve
 
all
 
credit
 
requests
 
for
 
clients
 
in
 
the
 
Greek
 
related
corporate performing
 
and private banking
 
portfolio for total
 
exposure from
 
€20mio up to
 
€50mio and unsecured
 
exposure
from €10mio up to €35mio and retail exposures for total limits above €3mio.
 
Central Credit
 
Committees’ performance
 
is evaluated
 
annually according
 
to the
 
provisions of
 
Managements Committees’
Policy and its Terms
 
of Reference. The Central Credit Committee’s self-evaluation for 2023 is currently in progress.
Troubled Assets Committee
16
The Troubled
 
Assets Committee (TAC)
 
is established according
 
to the regulatory provisions.
 
The main purpose
 
of TAC
 
is
to act
 
as an
 
independent oversight
 
body,
 
closely monitoring
 
the Bank’s
 
troubled assets
 
portfolio and
 
the execution
 
of its
NPE Management Strategy.
 
The
 
Committee
 
meets
 
at
 
least
 
once
 
per
 
month
 
and/or
 
whenever
 
required
 
if
 
the
 
majority
 
of
 
the
 
members,
 
including
 
the
Chairperson, are present. Decisions are taken by majority, are minuted and circulated as appropriate. The Chairman has a
casting
 
vote.
 
TAC
 
cooperates
 
with
 
Group
 
Risk
 
Management
 
Division
 
to
 
reach
 
a
 
mutual
 
understanding
 
and
 
develop
 
an
appropriate methodology for the evaluation of the risks inherent in the portfolio management. TAC’s propositions regarding
NPE policy updates are submitted to the Board Risk Committee.
TAC’s main responsibilities:
 
review internal reports regarding troubled assets management under the regulatory provisions,
 
approve
 
the
 
available
 
forbearance,
 
resolution
 
and
 
closure
 
solutions
 
by
 
loan
 
sub-portfolio,
 
and
 
monitor
 
their
performance through Key Performance Indicators (KPIs),
 
define the criteria to assess the
 
sustainability of credit and collateral workout
 
solutions through the design and
 
use of
“decision trees”,
 
approve, monitor and assess pilot modification programmes and
 
supervise
 
and
 
provide
 
guidance
 
and
 
know-how
 
to
 
the
 
respective
 
troubled
 
assets
 
units
 
of
 
Eurobank’s
 
subsidiaries
abroad.
In compliance with the
 
provisions of the Management
 
Committees’ Policy and its
 
Terms of Reference, TAC is in the process
of conducting the self-evaluation for 2023, while for 2022,
 
the evaluation concluded that the committee operates effectively,
in
 
the
 
areas
 
of
 
Profile
 
and
 
Composition,
 
Organization
 
&
 
Administration
 
as
 
well
 
as
 
regarding
 
the
 
Key
 
Tasks
 
and
Responsibilities. However, the
 
evaluation also identified that while the
 
overall quality and quantity of information
 
submitted
related
 
to
 
the
 
proposals
 
for
 
assessment
 
by
 
the
 
TAC
 
members
 
is
 
adequate,
 
there
 
is
 
room
 
for
 
further
 
enhancement
 
on
providing
 
more
 
details
 
on
 
the quantification
 
of
 
the
 
impact
 
of
 
the
 
proposed
 
for
 
approval
 
actions.
 
Such enhancement
 
will
benefit TAC members to make more informed decisions.
Products & Services Committee (PSC)
17
 
Products
 
&
 
Services
 
Committee
 
(PSC)
 
is
 
responsible
 
for
 
creating
 
and
 
supervising
 
the
 
governance
 
framework
 
for
 
the
products and services offered to Eurobank’s clients in Greece through the physical
 
and alternative channels, in accordance
with the supervisory and regulatory requirements. A governance framework assessing financial and non-financial risks is in
place. The PSC approves all new products
 
& services as well as significant modifications in
 
existing ones. The Committee
also implements a periodic review of all
 
products and services, according to their risk
 
profile to determine their continuation,
modification or discontinuation. The products and services of Remedial & Servicing Sector are excluded and are under
 
the
responsibility of TAC (Troubled Assets Committee).
PSC convenes
 
once a
 
month and/or
 
whenever required.
 
Other executives
 
or managers
 
of the
 
Group, depending
 
on the
subject to be discussed, may be invited to attend as required.
The PSC is in quorum and meets validly when half of its members plus one are present (fractions are excluded from the
computation). For quorum, the Chairperson should be also present.
 
Decisions require, as a minimum, a majority vote of 50%+1 of the members present in the meeting and are recorded in the
meeting’s minutes.
 
In case of a tie vote, the
 
Chairperson has the casting vote. All
 
members of the PSC have equal voting
16
 
Information
 
regarding
 
current
 
composition
 
and
 
short
 
biographical
 
details
 
of
 
its
 
members
 
may
 
be
 
found
 
at
 
the
 
Bank’s
 
website
(www.eurobank.gr).
17
Information
 
regarding
 
current
 
composition
 
and
 
short
 
biographical
 
details
 
of
 
its
 
members
 
may
 
be
 
found
 
at
 
the
 
Bank’s
 
website
(www.eurobank.gr).
 
 
 
 
 
 
 
 
 
 
 
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rights. In case
 
of no reaching
 
a decision due
 
to disagreement of
 
Members, the issue
 
under discussion is
 
escalated to the
Executive Board (ExBo).
Additionally,
 
decisions may be taken
 
by circulation, which is
 
equal to a
 
decision of the Committee,
 
even if no meeting
 
has
preceded.
No resolution
 
can be
 
deemed for
 
high risks
 
products/services by
 
circulation. They
 
will be
 
submitted to
 
a PSC
Meeting for discussion and approval or rejection.
The Committee’s performance is evaluated annually according to the provisions of the Management
 
Committees’ Policy of
the
 
Group
 
and its
 
Terms
 
of
 
Reference.
 
Committee’s
 
2023
 
self-evaluation
 
is
 
still
 
in
 
progress,
 
while
 
according
 
to
 
the
Committee’s 2022
 
self-evaluation, its
 
performance was
 
assessed as very
 
strong, it
 
was determined
 
that the
 
Committee’s
operation
 
is continuously
 
improving and
 
that
 
it
 
functions very
 
effectively,
 
especially
 
in
 
the
 
areas
 
of
 
leadership
 
and
 
PSC
Chairperson’s contribution in organizing/coordinating meetings and encouraging critical discussions in meetings.
 
Environmental, Social & Governance (ESG) Management Committee - ESG ManCo
18
The primary mandate of
 
the ESG ManCo is
 
to i) provide strategic
 
direction on ESG initiatives,
 
ii) review the ESG
 
Strategy
prior to approval,
 
iii) integrate the
 
elements of the
 
ESG strategy into
 
the Bank’s business
 
model & operations,
 
iv) approve
eligible
 
assets
 
of
 
Green
 
Bond
 
Frameworks,
 
v)
 
regularly
 
measure
 
and
 
analyze
 
the
 
progress
 
of
 
the
 
ESG
 
goals
 
and
performance targets, and vi) ensure the proper implementation of ESG related policies and procedures, in accordance with
supervisory requirements and voluntary commitments.
 
ESG ManCo convenes four times a year and/or ad hoc when necessary. Other Bank employees, depending on the subject
to be discussed, may be invited as deemed appropriate.
Required quorum for ESG ManCo meetings to
 
be effective is seven members. In order
 
to have a quorum, the presence of
its Chairperson and
 
a minimum of six
 
(6) members is required.
 
Decisions on issues are
 
taken by majority.
 
In case of a
 
tie
vote, the
 
Chairperson has
 
the casting
 
vote. Whenever
 
a decision
 
of the
 
ESG ManCo
 
is not
 
reached unanimously,
 
this is
recorded in the minutes along with
 
the opinion of the minority.
 
All meetings and decisions are minuted
 
by the Committee’s
Secretary and distributed to ESG ManCo members.
The Terms
 
of Reference of the ESG
 
ManCo will be reviewed at
 
least every two (2) years
 
and revised if necessary,
 
unless
significant changes
 
in the
 
composition, role,
 
responsibilities, organization
 
and /
 
or regulatory
 
requirements necessitate
 
earlier
revision.
ESG ManCo’s
 
performance is evaluated
 
annually according to
 
the provisions of
 
the Management Committees
 
Policy and
Its Terms of Reference. According
 
to the Committee’s
 
self-evaluation for 2023,
 
it was determined
 
that it continues
 
to function
efficiently and effectively, especially in areas such
 
as ESG ManCo Chairperson
 
encouraging critical discussions
 
in meetings
and ensuring constructive dialogue, reviewing ESG Rating results and Secretary duties.
 
The evaluation highlighted
 
the need
 
to further improve
 
the level of
 
awareness in the
 
Bank as
 
well as to
 
increase the
 
meetings
cadence.
Ethics Co
19
 
The task of the Ethics Committee is to ensure that the Bank’s Code of Ethics is observed, to
 
interpret and constantly enrich
it, as
 
well as
 
to contribute,
 
generally,
 
to the
 
formulation of
 
a code
 
of values
 
with which
 
the behaviour
 
of the
 
officers and
personnel of the Bank, as well as that of third persons that
 
regularly collaborate with the Bank, must comply.
 
Adherence to
the rules
 
of ethics
 
contributes, on
 
the one
 
hand, to
 
the protection
 
of dignity
 
and personality
 
of the
 
personnel, and
 
on the
other hand, to the good reputation and the protection of the interests of the Bank.
The Ethics
 
Committee convenes
 
once a
 
month, if
 
there are
 
issues to
 
be discussed
 
or,
 
exceptionally,
 
more frequently,
 
in
case of an
 
emergency,
 
in a place
 
and time that
 
are stated in
 
the agenda. The
 
Ethics Committee may
 
convene either with
the physical presence of its members, or by electronic means. The Committee shall act unanimously.
The Ethics Committee’s performance is evaluated
 
annually according to the
 
provisions of Management Committees’ Policy.
 
Ethics Committee’s performance was evaluated for the first time in 2022 and it was determined that it continues to function
effectively, especially in the areas of Profile & Composition as well as
 
Organization & Administration. The Ethics Committee
encourages critical discussion and a healthy challenging culture.
 
18
Information
 
regarding
 
current
 
composition
 
and
 
short
 
biographical
 
details
 
of
 
its
 
members
 
may
 
be
 
found
 
at
 
the
 
Bank’s
 
website
(www.eurobank.gr).
19
Information
 
regarding
 
current
 
composition
 
and
 
short
 
biographical
 
details
 
of
 
its
 
members
 
may
 
be
 
found
 
at
 
the
 
Bank’s
 
website
(www.eurobank.gr).
 
 
 
 
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5.
 
Key Control Functions
As part
 
of its
 
overall system
 
of internal
 
controls, HoldCo/Bank
 
have established
 
a number
 
of dedicated
 
control functions
whose
 
main
 
responsibility
 
is
 
to
 
act
 
as
 
independent
 
control
 
mechanisms
 
thus
 
reinforcing
 
the
 
control
 
structure
 
of
 
the
HoldCo/Bank. The most important functions and their key responsibilities are described below.
5.1
 
Internal Audit
 
Eurobank Holdings
Internal Audit (“IA”) is an independent, objective assurance and consulting function designed to add value and improve the
operations of
 
Eurobank Holdings.
 
IA has
 
adequate organisation structure
 
and appropriate resources
 
to ensure
 
that it can
fulfil its roles and responsibilities.
 
 
Eurobank’s
 
IAG maintains
 
a quality
 
assurance and
 
improvement programme
 
to ensure
 
that the
 
methodology is
 
applied
consistently and the objectives and responsibilities of IAG
 
are met. Under the framework of co-operation between
 
IAU and
IAG, IA assigns the assessment of the effectiveness of internal audit activities and conformance with IIA Standards to IAG.
In order to safeguard its independence, IA reports functionally to the
 
Audit Committee and administratively to the CEO. The
Board has delegated
 
the responsibility
 
for monitoring the
 
activity of the
 
IA to
 
the Audit Committee
 
of the
 
HoldCo. IA
 
is headed
by the Chief
 
Internal Auditor
 
(CIA) who
 
is appointed by
 
the Audit
 
Committee. The
 
latter also
 
assesses the
 
CIA’s performance.
The mission of
 
IA is to
 
enhance and protect organisational
 
value by providing
 
risk-based and objective assurance,
 
advice
and insight. The key assurance and consulting responsibilities of IA are to:
 
provide
 
reasonable
 
assurance,
 
in
 
the
 
form
 
of
 
an
 
independent
 
opinion,
 
as
 
to
 
the
 
adequacy
 
and
 
effectiveness
 
of
 
the
internal control framework of the HoldCo,
 
assist Management
 
on the
 
prevention and detection
 
of fraud or
 
defalcation or unethical
 
practices and undertake
 
such
special projects as required,
 
assist
 
Management
 
in
 
enhancing
 
the
 
system
 
of
 
internal
 
control
 
including
 
improvement
 
of
 
existing
 
policies
 
and
procedures.
 
follow-up to ascertain that appropriate action is taken on reported audit findings within agreed deadlines,
 
 
carry
 
out
 
specific
 
responsibilities
 
required
 
by
 
Regulatory
 
Authorities
 
and/or
 
participate
 
in
 
HoldCo’s
 
projects
 
in
 
an
assurance or consulting capacity.
Eurobank
Internal
 
Audit Group
 
(“IAG”) is
 
an
 
independent,
 
objective assurance
 
and consulting
 
function designed
 
to add
 
value
 
and
improve the
 
operations of
 
Eurobank and
 
its subsidiaries.
 
IAG has
 
adequate organisation
 
structure and
 
appropriate resources
to ensure that it can fulfil its roles and responsibilities.
 
IAG comprises the “Internal Audit Sector”, the “Forensic Audit Division”, the “International Audit Division” and
 
the “Business
Monitoring
 
and
 
Organisational
 
Support
 
Division”.
 
IAG
 
also
 
has
 
a
 
Quality
 
Assurance
 
function
 
(QAF),
 
to
 
assess
 
the
effectiveness
 
of
 
the
 
Group’s
 
internal
 
audit
 
activities
 
and
 
conformance
 
with
 
IIA
 
Standards.
 
QAF
 
operates
 
as
 
Centre
 
of
Excellence
 
for
 
Audit
 
Standards
 
&
 
Methodology,
 
acting
 
as
 
an
 
advisor
 
to
 
IAG
 
Management
 
in
 
topics
 
related
 
to
 
quality
improvement and methodology. In addition, the Data Analytics Centre of Excellence
 
(DAnCoE) unit of IAG aims to
 
enhance
people
 
skills
 
towards
 
data
 
analytics,
 
enable
 
the
 
generation
 
of
 
data-driven
 
insights
 
and provide
 
valuable
 
perspectives
 
to
Management of the Group.
In order
 
to safeguard
 
its independence,
 
IAG reports
 
functionally to
 
the Audit
 
Committee and
 
administratively to
 
the CEO.
The Board has delegated the responsibility for monitoring the activity of the IAG to the Audit Committee of the Bank. IAG is
headed by the Group
 
Chief Audit Executive (CAE) who
 
is appointed by the
 
Audit Committee. The latter
 
also assesses the
CAE’s performance.
The key assurance and consulting responsibilities of IAG are to:
 
provide
 
reasonable
 
assurance,
 
in
 
the
 
form
 
of
 
an
 
independent
 
opinion,
 
as
 
to
 
the
 
adequacy
 
and
 
effectiveness
 
of
 
the
internal control framework of the Bank and its subsidiaries.
 
In order to form an opinion, IAG establishes and carries out
a programme of audit work (based on the risk assessment of the audit universe),
 
assist
 
and
 
advise
 
Management
 
on
 
the
 
prevention
 
and
 
detection
 
of
 
fraud
 
or
 
defalcation
 
or
 
unethical
 
practices
 
and
undertake such special projects as required,
 
assist
 
Management
 
in
 
enhancing
 
the
 
system
 
of
 
internal
 
control
 
including
 
improvement
 
of
 
existing
 
policies
 
and
procedures,
 
follow-up to ascertain that appropriate action is taken on reported audit findings within agreed deadlines,
 
 
carry out any other specific duties required by the Regulatory Authorities,
 
 
participate in Bank projects in an assurance or consulting capacity,
 
assess the performance of the Group’s internal audit functions, which have a direct reporting line to IAG.
 
 
 
 
 
 
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5.2
 
Risk Management
 
Eurobank Holdings
As part of its overall system of internal controls HoldCo has engaged in a Service Level Agreement (SLA) with Eurobank in
order to receive supporting
 
and advisory services in all
 
areas of risk management
 
(credit, market, liquidity and operational
risks) undertaken
 
by the
 
Group. The
 
most important
 
services provided
 
through the
 
above-mentioned SLA
 
are described
below:
 
 
Provision of advice on:
-
 
Identification, evaluation and monitoring of credit risk,
-
 
Ensuring policy and instructions (strategy and products) recommended by business owners and Servicers are
aligned to applicable credit policy manual and regulatory guidelines,
-
 
Standardization of procedures and guidelines,
-
 
Update and maintenance of the risk strategic framework master document,
-
 
Participation in systemic bank consultation committees,
-
 
Review new remedial products and initiatives prior submission to TAC or approval
 
Coordination of NPE related regulatory reporting,
 
Provision of input for SSM submission and 3-year business plan, monthly MIS actual data (including Greek and
International subsidiaries),
 
Advising on identification, support/advise, recording and evaluation of liquidity risks and financial monitoring,
 
Advising in the identification, assessment, recording and monitoring of operational risks (e.g. RCSA, events capture,
outsourcing etc.),
 
Advising in the identification, assessment, recording and monitoring of climate risk.
 
Eurobank
The Group Risk Management, which is headed by the Group Chief Risk Officer (GCRO), is independent from the business
units and has full responsibility for monitoring the
 
material risks, as identified through the Risk Identification and Materiality
Assessment (RIMA)
 
process and listed
 
in the relevant
 
RIMA report. Material
 
risk types include
 
financial and non-financial
risks, indicatively credit
 
risk, market
 
risk, liquidity risk,
 
interest rate risk
 
and credit spread
 
risk in
 
the banking book,
 
operational
risk, climate risk, country risk, reputational risks, conduct risk, risks stemming from strategic projects.
 
It comprises the Group Credit,
 
the Group Credit Control, the
 
Group Credit Risk Capital Adequacy
 
Control, the Group Market
& Counterparty Risk, the Group
 
Operational and Non-financial Risks, the Group
 
Model Validation & Governance, the Group
Risk
 
Management
 
Strategy
 
Planning
 
Operations
 
&
 
Climate
 
Risk,
 
the
 
Risk
 
Analytics
 
and
 
the
 
Supervisory
 
Relations
 
&
Resolution Planning
20
 
Units.
 
The GCRO serves
 
as a pivotal
 
point for the
 
risk management functions.
 
Centralization ensures that
 
business targets and
related growth are combined with a risk conscious perspective, thus ensuring that the approved risk appetite is adhered to.
 
The GCRO develops and formalises the Risk Appetite Framework (RAF), defines the Risk Appetite
 
Statements (RAS), and
submits them to
 
the Board Risk
 
Committee for approval.
 
The GCRO oversees
 
the implementation of
 
the frameworks and
policies for the identification, measurement and management of risks.
The
 
GCRO
 
reviews
 
and
 
approves
 
the
 
risk
 
policies
 
before
 
their
 
submission
 
for
 
approval
 
to
 
the
 
BRC
 
or
 
to
 
the
 
BoD
 
and
oversees their implementation thereafter. The
 
GCRO reports to
 
the BRC deviations from
 
the risk policies
 
or potential conflict
with the approved risk strategy and risk appetite.
 
The GCRO
 
is responsible
 
to provide
 
to the
 
BRC adequate
 
information, so
 
that the
 
Committee can
 
properly assess
 
and
advise the BoD
 
on the
 
Group’s risk
 
exposures / profile
 
and risk strategy.
 
The GCRO oversees
 
compliance with approved
Risk Appetite
 
Limits and
 
reports to
 
the BRC
 
the compliance
 
status and
 
any deviations,
 
as stipulated
 
in the
 
Risk Appetite
Framework (RAF).
Eurobank
 
has
 
a
 
well-established
 
strategy
 
and
 
clear
 
risk
 
management
 
objectives
 
that
 
has
 
to
 
deliver
 
through
 
core
 
risk
management processes and methodologies. At a strategic level, the risk management objectives are to:
 
Identify the new risks relevant to the Group and assess their materiality,
 
Assess the current and emerging risks as an integral part of the strategic planning process,
 
Provide opinion for the Group Business Plan regarding the risk
 
perspective on the overall outcome and reliability of the
Plan,
 
Ensure that business plan is consistent with Eurobank’s risk appetite,
 
Participate actively in decision-making processes to ensure that risk considerations are considered appropriately,
 
Optimize
 
risk/return
 
decisions
 
by
 
taking
 
them
 
as
 
closely
 
as
 
possible
 
to
 
the
 
business,
 
while
 
establishing
 
strong
 
and
independent review,
 
Ensure that business growth plans are properly supported by effective risk infrastructure,
 
Manage risk
 
profile to
 
ensure that
 
specific financial
 
deliverables remain
 
possible under
 
a range
 
of adverse
 
business
conditions,
20
 
The Supervisory Relations & Resolution Planning Unit
 
has a dual reporting line to both the GCRO
 
& the Group Chief Financial Officer
 
 
 
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Assist senior executives to improve the control and co-ordination of risk taking across their businesses,
 
Cultivate a robust risk
 
culture throughout the Bank,
 
encouraging a positive attitude
 
towards risk management, regulatory
compliance and the internal control framework, through strong
 
risk awareness and ownership, where all staff members
consider risk management as an integral part of their everyday responsibilities,
 
Provide the framework,
 
procedures and guidance
 
to enable all
 
employees to manage
 
risk in their
 
own areas and
 
improve
the control and co-ordination of risk taking across the Bank,
 
Advise and
 
support Eurobank
 
Holdings in
 
risk management
 
according to
 
the agreed
 
Service Level
 
Agreement (SLA)
between Eurobank Holdings and Eurobank.
Risk
 
Management
 
along
 
with
 
Compliance
 
and
 
other
 
Units
 
are
 
involved
 
in
 
the
 
assessment
 
of
 
all
 
products
 
and
 
services
throughout their lifecycle.
The
 
Group
 
applies
 
the
 
elements of
 
the
 
Three Lines
 
of
 
Defence
 
Model
 
for
 
the
 
management
 
of
 
risk.
 
The
 
Three Lines
 
of
Defence Model enhances
 
risk management and
 
control by clarifying
 
roles and responsibilities
 
within the organization.
 
Under
the
 
oversight
 
and
 
direction
 
of
 
the
 
Management
 
Body,
 
three
 
separate
 
lines
 
of
 
defence
 
are
 
necessary
 
for
 
effective
 
risk
management. In particular:
Line 1 -
 
Own and manage
 
risk and controls.
 
The front-line business
 
and operations are
 
accountable for this
 
responsibility
as they own the rewards and are the primary risk generators.
Line 2 -
 
Monitor risk and
 
controls in support
 
of Executive Management,
 
providing oversight, challenge,
 
advice and group-
wide direction. These include the Risk Management and Compliance Units, among others.
Line 3 - Provide independent assurance to the
 
Board and Executive Management concerning the effectiveness of
 
risk and
control management. This refers to Internal Audit.
5.3
 
Compliance
 
Eurobank Holdings
Eurobank
 
Holdings
 
Compliance
 
is
 
established
 
with
 
the
 
approval
 
of
 
the
 
Board
 
of
 
Directors
 
and
 
the
 
Audit
 
Committee
 
of
Eurobank Holdings. It is
 
a permanent function and
 
independent from Eurobank Holdings’
 
business activities so that
 
conflicts
of interests are avoided. In order to safeguard its independence, Eurobank Holdings Compliance reports functionally to the
Audit Committee
 
of Eurobank Holdings
 
and for
 
administrative purposes to
 
the CEO.
The Audit Committee
 
in consultation
with the
 
NomCo, proposes to
 
the Board for
 
approval the appointment,
 
replacement or dismissal
 
of the Head
 
of Eurobank
Holdings Compliance. The performance of the Head of Eurobank Holdings
 
Compliance is assessed on an annual basis by
the
 
AC.
The
 
Head
 
of
 
Compliance
 
attends
 
all
 
AC
 
meetings
 
and
 
submits
 
quarterly
 
and
 
annually
 
reports
 
(per
 
regulatory
requirements) summarising Compliance’s activity and highlighting the main compliance issues.
Its
 
mission
 
is
 
to
 
promote,
 
within
 
Eurobank
 
Holdings,
 
an
 
organizational
 
culture
 
that
 
encourages
 
ethical
 
conduct,
 
and
 
a
commitment to compliance with laws and regulations as well as global governance standards.
 
The main
 
objective of
 
Eurobank Holdings
 
Compliance is
 
to ensure
 
that Eurobank
 
Holdings has
 
established an
 
adequate
system of
 
internal controls
 
that allows
 
it to
 
operate in
 
accordance with
 
the ethical
 
set of
 
values contained
 
in its
 
"Code of
Conduct
 
and
 
Ethics" and
 
in compliance
 
with applicable
 
laws, regulations
 
and internal
 
policies. More
 
specifically,
 
for
 
the
regulatory topics within its scope of responsibilities, Eurobank Holdings Compliance is mandated to:
 
raise compliance awareness in Eurobank Holdings,
 
provide advice the Board of Directors and Senior Management on Eurobank Holdings compliance with applicable laws,
rules and standards and keeping them informed of related developments,
 
issue,
 
as
 
necessary,
 
policies
 
and
 
other
 
documents,
 
in
 
order
 
to
 
provide
 
guidance
 
to
 
staff
 
on
 
the
 
appropriate
implementation
 
of
 
applicable
 
laws,
 
rules
 
and
 
standards
 
as
 
well
 
as
 
to
 
assist
 
the
 
business to
 
develop
 
and implement
regulatory compliant policies and procedures,
 
review new activities and advise on potential compliance risks,
 
ensure that staff is adequately trained about compliance issues,
 
 
provide support and challenge, if
 
required, the business line management regarding
 
the effectiveness of the compliance
risk management activities,
 
monitor
 
whether
 
staff
 
applies
 
effectively
 
the
 
internal
 
processes
 
and
 
procedures
 
aimed
 
at
 
achieving
 
regulatory
compliance,
 
monitor through appropriate procedures
 
staff adherence to
 
internal policies and the "Code
 
of Conduct and Ethics"
 
and
identify fraudulent activity,
 
monitor timely submission of reports to Competent Authorities and report any delays
 
and fines for any alleged breaches
of regulations to the AC,
 
fulfil any statutory responsibilities and liaise with regulators and external bodies on compliance issues.
 
 
 
 
 
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Eurobank
Group Compliance is established
 
with the approval of
 
the Board of Directors
 
and the Audit Committee
 
of Eurobank. It is
 
a
permanent function and independent
 
from the Bank’s business
 
activities so that conflicts of
 
interests are avoided. In
 
order
to safeguard its
 
independence, Group Compliance
 
reports functionally
 
to the
 
the Board
 
of Directors through
 
Audit Committee
of the Bank and
 
for administrative purposes
21
 
to the CEO.
The Audit Committee in consultation
 
with the NomCo proposes
to the Board for approval
 
the appointment, replacement or dismissal of
 
the Group Chief Compliance Officer
 
(Group CCO).
The
 
performance
 
of
 
the
 
Group
 
CCO
 
is
 
assessed
 
on
 
an
 
annual
 
basis
 
by
 
the
 
AC.
The
 
Group
 
CCO
 
attends
 
all
 
Audit
Committee’s
 
meetings
 
and
 
submits
 
quarterly
 
and
 
annual
 
reports
 
(per
 
regulatory
 
requirements)
 
summarising
 
Group
Compliance’s activity and highlighting the main compliance issues.
Its mission is to promote, within Eurobank and its subsidiaries (Eurobank group), an organizational culture that encourages
ethical conduct
 
through integrity
 
and a
 
commitment to
 
compliance with
 
laws and
 
regulations as
 
well as
 
the application
 
of
international governance standards.
 
The
 
main objective
 
of
 
Group Compliance
 
is to
 
ensure
 
that the
 
Eurobank group
 
has established
 
an
 
adequate system
 
of
internal controls that allows it to operate in accordance
 
with the ethical set of values contained in its “Code of
 
Conduct and
Ethics” and in compliance
 
with applicable laws, regulations
 
and internal policies, as
 
well as international best
 
practices. In
brief, for the regulatory topics within its scope of responsibilities, Group Compliance is mandated to:
 
raise compliance awareness throughout the Eurobank group,
 
provide
 
advice
 
to
 
the
 
Board
 
of
 
Directors
 
and
 
Senior
 
Management
 
on
 
compliance
 
with
 
applicable
 
laws,
 
rules
 
and
standards and keep them informed of related developments,
 
issue policies, procedures
 
and other documents
 
such as compliance
 
manuals, internal codes
 
of conduct &
 
ethics and
practice guidelines in order to provide guidance to staff on the appropriate implementation of applicable laws, rules and
standards as well as to assist the business to develop and implement regulatory compliant policies and procedures,
 
review new activities and advise on potential compliance risks,
 
ensure that staff is adequately trained
 
and frequently updated about compliance issues by designing
 
training programs
and co-operating with HR for their implementation,
 
 
ensure
 
the
 
development
 
of
 
a
 
robust
 
compliance
 
risk
 
identification
 
and
 
assessment
 
framework,
 
provide
 
support
 
and
challenge, if
 
required, the business
 
line management
 
regarding the
 
effectiveness of
 
the compliance
 
risk management
activities,
 
coordinate compliance risk management actions performed by other business units,
 
monitor and test
 
whether staff applies
 
effectively the internal
 
processes and procedures
 
aimed at achieving
 
regulatory
compliance and report
 
to the relevant
 
Business Units any
 
potential breaches in
 
order for the
 
latter to proceed
 
with the
required improvements,
 
monitor staff
 
adherence to
 
internal policies
 
and the
 
"Code of
 
Conduct and
 
Ethics" and
 
identify potential
 
breaches or
fraudulent activity,
 
monitor timely submission of reports to Competent Authorities and report any delays
 
and fines for any alleged breaches
of regulations to the AC,
 
fulfil any statutory responsibilities and liaise with regulators and external bodies on compliance issues,
 
supervise, monitor, coordinate and
 
evaluate the activities
 
of the Compliance
 
Officers of the
 
Bank’s local and
 
international
subsidiaries in order to ensure compliance with Eurobank group standards.
The scope of activities of Group Compliance covers the following core regulatory topics:
 
Financial
 
Crime
 
including
 
laws
 
and
 
regulations
 
on
 
Anti
 
Money
 
Laundering
 
(AML)
 
and
 
Countering
 
the
 
Financing
 
of
Terrorism (CFT) and legislation aimed at
 
combatting Tax evasion such as FATCA and CRS (tax
 
compliance). The scope
includes the
 
provision of
 
timely and
 
accurate responses
 
to requests
 
arising from
 
regulatory and
 
judicial authorities
 
for
the lifting of banking
 
secrecy or freezing of assets
 
and co-operation with them.
 
Financial Crime also includes
 
anti-bribery
and anti-corruption
 
legislation. The
 
Eurobank Audit
 
Committee in
 
consultation with
 
the Eurobank
 
NomCo proposes
 
to
the Board
 
for approval
 
the appointment,
 
replacement, or
 
dismissal of
 
the Anti-Money
 
Laundering Reporting
 
Officer of
Eurobank, who may be the same person as the Group CCO, and his/her Deputy
 
 
Conduct related regulations, including:
 
o
 
market Conduct related regulation regarding the provision of investment products and services to clients including
laws and regulations on Market Manipulation,
 
Insider Trading, Unlawful disclosure
 
of inside information and other
financial crimes,
o
 
internal conduct & Ethics
 
rules including Conflict of
 
interest regulatory provisions,
 
internal codes of conduct,
 
Insider
Dealing,
o
 
consumer conduct laws
 
and regulations (including,
 
inter alia, dormant accounts
 
legislation, BoG’s Code of
 
Conduct
for loans, the Payment Services Directive and the Deposit Guarantee scheme).
 
Group
 
Compliance
 
has
 
an
 
overlay
 
role
 
over
 
the
 
regulatory
 
framework
 
concerning
 
personal
 
data
 
protection,
 
corporate
governance, prudential regulation (credit
 
market, liquidity and operational
 
risk), information & IT
 
security, cyber security risk,
outsourcing
 
and
 
ESG.
 
In
 
this
 
context
 
Group
 
Compliance
 
performs
 
a
 
high-level
 
monitoring
 
through
 
compliance
 
risk
assessments of the alignment of the Bank’s activities with regulatory requirements.
21
The administrative reporting line to the CEO does
 
not entail any form of oversight over
 
GC. It is rather intended to facilitate the smooth
day to day administrative processes.
 
 
 
 
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The scope of activities can be expanded with the approval of the AC.
Personal Data Protection
 
Eurobank Holdings
In the context of Personal Data Protection, Eurobank Holdings has entrusted the following functions to the Bank’s Personal
Data Protection Unit with the support of Legal where needed:
 
consultation
 
and
 
advice
 
regarding
 
the
 
drafting
 
of
 
privacy
 
notices
 
for
 
the
 
customers,
 
employees,
 
shareholders
 
of
 
the
HoldCo and/ or persons with voting rights and their representatives in the HoldCo meetings and committees,
 
provision of drafts of privacy policies, cookies policies and cookies management tool for the HoldCo's website,
 
provision of advice in handling requests and complaints of data subjects,
 
provision of advice for incident and data breach management and notifications to the competent authority, if required,
 
provision of advice on GDPR policies and related guidelines.
Eurobank
Personal Data Protection Unit assists the Data
 
Protection Officer (DPO) in performing his duties
 
in an independent manner.
Key tasks include:
 
issues relevant guidelines on GDPR requirements and provides relevant advice to involved Units,
 
provides
 
advice,
 
where
 
requested,
 
for
 
the
 
appropriate
 
technical
 
and
 
organizational
 
measures
 
to
 
be
 
implemented
 
to
ensure compliance with the principles of privacy by design and privacy by default,
 
provides advice regarding the content of privacy notices,
 
provides advice on the appropriate handling of the GDPR requests and/or complaints,
 
upon request, provides
 
advice regarding the
 
categorization of the
 
third parties, in
 
accordance with the
 
GDPR and any
other applicable data
 
protection legislation
 
(controller/ joint
 
controller/processor/ sub-processor), and
 
the relevant
 
privacy
terms to be signed,
 
provides
 
advice
 
to
 
the
 
Incident
 
Management
 
Team
 
on
 
whether
 
the
 
incident
 
must
 
be
 
reported to
 
the
 
data
 
protection
authority,
 
provides advice, where requested, as regards the performance of Data Protection Impact Assessments,
 
provides advice where requested as regards the maintenance of the Register of Processing Activity.
6.
 
System of Internal Controls
Principles of Internal Controls
The Group
 
has established
 
a robust
 
System of
 
Internal Controls
 
that aligns
 
with international
 
best practices
 
and utilizes
COSO terminology.
 
This system is
 
designed to provide
 
reasonable assurance regarding
 
the achievement of
 
objectives in
key categories:
 
Efficient and
 
Effective Operations:
 
The Group's
 
internal controls ensure
 
that operations are
 
conducted efficiently
 
and
effectively, promoting productivity and optimal resource utilization.
 
Reliability and
 
Completeness of
 
Financial and
 
Management Information:
 
Internal controls
 
are in
 
place to
 
ensure that
financial and management information
 
is reliable, accurate, and
 
complete. This helps in
 
making informed decisions and
maintaining transparency.
 
Compliance
 
with
 
Applicable
 
Laws
 
and
 
Regulations:
 
The
 
Group
 
emphasizes
 
compliance
 
with
 
all
 
relevant
 
laws,
regulations,
 
and
 
industry
 
standards.
 
Internal
 
controls
 
are
 
designed
 
to
 
ensure
 
adherence
 
to
 
legal
 
requirements
 
and
mitigate regulatory risks.
The key principles that underpin the Group’s System of Internal Controls are as follows:
 
Control Environment: The control environment serves as the foundation
 
for all internal control components. It includes
factors such as
 
management's integrity and
 
ethical values, recruitment
 
and training policies,
 
organizational structure,
and delegation of authority. These elements contribute to a strong control consciousness among employees.
 
Risk
 
Management:
 
The
 
Group
 
recognizes
 
the
 
importance
 
of
 
risk
 
management
 
in
 
its
 
operations.
 
It
 
implements
mechanisms
 
to
 
identify,
 
assess,
 
and
 
manage
 
risks
 
that
 
may
 
impact
 
the
 
achievement
 
of
 
objectives.
 
The
 
risk
management framework is dynamic and evolves to address new and emerging risks.
 
 
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Control Activities: Internal control activities are
 
documented in policies and procedures that
 
ensure safe operations and
accurate record-keeping.
 
Segregation of duties
 
is a
 
crucial organizational
 
measure to
 
enhance control
 
effectiveness,
ensuring that key functions such as approval, dealing, administration, and controlling are separated.
 
Information
 
and
 
Communication:
 
Effective
 
information
 
and
 
communication
 
channels
 
are
 
established
 
to
 
ensure
 
that
relevant information is
 
identified, captured,
 
and communicated in
 
a timely manner. This
 
includes internal communication
within the organization
 
and external
 
communication with
 
stakeholders such
 
as regulators,
 
shareholders, and
 
customers.
 
Monitoring:
 
The
 
Group
 
conducts
 
ongoing
 
monitoring
 
of
 
activities
 
as
 
part
 
of
 
its
 
operations.
 
This
 
includes
 
regular
management
 
and supervisory
 
activities,
 
internal audits,
 
and independent
 
evaluations of
 
the internal
 
control system.
Internal control deficiencies are reported and escalated
 
as necessary,
 
with major issues reported to top management,
the Audit Committee, and the Board.
Additionally,
 
the
 
efficiency
 
of
 
the
 
internal
 
control
 
system
 
is
 
independently
 
evaluated
 
every
 
three
 
years
 
by
 
a
 
third-party
auditing firm, in accordance with
 
regulatory requirements. The evaluation
 
report is assessed by
 
competent bodies within the
Group and submitted to regulatory authorities for review and acknowledgment.
Characteristics of the System of Internal Controls (SIC)
HoldCo and Eurobank have
 
established key characteristics of
 
their System of Internal
 
Controls (SIC), which are
 
indicative
and not restrictive. These characteristics include:
 
Code of Conduct: There is a defined Code of Conduct along with processes for monitoring its implementation to ensure
ethical conduct and adherence to standards.
 
Organizational
 
Chart:
 
An
 
approved
 
organizational
 
chart
 
is
 
in
 
place,
 
depicting
 
the
 
hierarchy
 
and
 
functions
 
of
 
each
sector/department clearly defined to ensure effective management.
 
Audit Committee: The
 
composition and function
 
of the Audit
 
Committee are outlined
 
to oversee financial
 
reporting and
compliance.
 
Strategic Planning:
 
A description
 
of strategic
 
planning processes
 
is provided,
 
including development,
 
implementation,
and periodic evaluation of strategic objectives.
 
Action Plans:
 
Long-term and
 
short-term action
 
plans for
 
important activities
 
are established,
 
with periodic
 
reports and
identification of deviations along with justifications.
 
Articles of Association: The Articles of Association are complete and
 
up-to-date, reflecting the objectives and operations
of the entity.
 
Directorates and Departments: Tasks
 
of directorates, departments, and job descriptions are defined
 
to ensure clarity in
roles and responsibilities.
 
Policies and Procedures:
 
Policies and procedures for
 
important operations are documented,
 
including internal controls
for risk management.
 
Compliance
 
Processes:
 
Processes
 
for
 
compliance
 
with
 
legal
 
and
 
regulatory
 
frameworks
 
are
 
established
 
to
 
ensure
adherence to laws and regulations.
 
Risk Assessment
 
and Management:
 
Processes for
 
risk assessment
 
and management
 
are in
 
place to
 
identify and
 
mitigate
risks effectively.
 
Financial
 
Information Integrity:
 
Processes ensure
 
the integrity
 
and reliability
 
of financial
 
information through
 
accurate
reporting and controls.
 
Executive Performance Evaluation:
 
Processes for
 
recruitment, training,
 
delegation, targeting,
 
and evaluation
 
of executive
performance are outlined.
 
Information
 
Systems
 
Security:
 
Processes
 
for
 
the
 
security,
 
adequacy,
 
and
 
reliability
 
of
 
information
 
systems
 
are
established to safeguard data.
 
Personnel
 
and
 
Asset
 
Protection:
 
Processes
 
are
 
in
 
place
 
to
 
safeguard
 
personnel
 
and
 
assets,
 
ensuring
 
security
 
and
protection.
 
Reporting and
 
Communication: Reporting
 
lines and
 
communication channels
 
within and
 
outside the
 
organization are
described for effective information flow.
 
 
 
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Monitoring and Evaluation:
 
Mechanisms are established
 
for monitoring and
 
evaluating the efficiency
 
and effectiveness
of processes regularly.
 
Independent
 
Evaluation: There
 
is a
 
process
 
for
 
periodic
 
evaluation of
 
the
 
adequacy and
 
efficiency
 
of
 
the
 
SIC by
 
an
independent auditor to ensure objectivity.
 
Environmental
 
Policies:
 
Policies
 
for
 
environmental
 
management
 
and
 
other
 
ESG
 
factors
 
are
 
recorded
 
to
 
address
sustainability and social responsibility.
These policies and procedures are part of
 
the corporate governance system's assessment and are
 
regularly reviewed and
updated to align with best practices and regulatory requirements.
Evaluation of the System of Internal Controls
The Bank's AC
 
is responsible for
 
annually reviewing and
 
evaluating the adequacy
 
of the Internal
 
Control System (ICS)
 
of
both the Bank
 
and its subsidiaries.
 
This evaluation is
 
based on data
 
and information provided
 
by the Internal
 
Audit Group
(IAG) of the Bank, external auditors'
 
findings and remarks, as well as
 
feedback from supervisory authorities. The AC
 
utilizes
oversight
 
and
 
reporting
 
mechanisms
 
established
 
with
 
the
 
Audit
 
Committees
 
of
 
the
 
Bank's
 
Subsidiaries
 
to
 
ensure
 
a
comprehensive assessment.
Similarly, the HoldCo's AC is tasked with reviewing and evaluating the adequacy of
 
the Internal Control System (ICS) of the
HoldCo itself. This
 
evaluation is conducted
 
based on relevant
 
data and information
 
from the Internal
 
Audit (IA) of
 
the HoldCo,
findings
 
and
 
remarks
 
from
 
external
 
auditors,
 
and
 
feedback
 
from
 
supervisory
 
authorities.
 
The
 
AC
 
ensures
 
a
 
thorough
assessment of the HoldCo's ICS to uphold standards of governance and compliance.
Independent Evaluation of the HoldCo/Bank System of Internal Controls
In March 2024, Grant Thornton presented the scope, findings, and methodology of their
 
Independent triennial Evaluation of
the HoldCo/Bank System of Internal Controls
 
(SIC) to the AC
 
members, as per the Bank
 
of Greece Act 2577/9.3.2006 (BoG
Act).
Based
 
on
 
the
 
procedures
 
conducted
 
and
 
the
 
evidence
 
gathered,
 
there
 
were
 
no
 
indications
 
that
 
the
 
SIC,
 
at
 
the
 
time
 
of
assessment, was not compliant in all material aspects with the requirements of the BoG Act.
Grant Thornton identified 21 observations during their assessment, categorized as 16
 
low-risk observations and 5 medium-
risk observation related to
 
the IT issues in
 
Eurobank Equities, and 7 recommendations
 
for improvement. Management will
take appropriate actions in response to these observations.
7.
 
Sustainability
Sustainability Approach
Eurobank places more
 
importance on sustainability than
 
ever before. The
 
Bank’s approach to
 
sustainability is attached
 
to
its ambitious
 
vision to
 
reimagine its
 
business and its
 
operations in
 
a transformative
 
journey to
 
the next
 
decade towards a
lower carbon
 
future, an
 
innovative
 
digital environment
 
that enhances
 
the potential
 
of its
 
clients,
 
a diverse,
 
inclusive and
equitable society,
 
and a
 
governance environment
 
that builds
 
trust in
 
the market.
 
The Bank’s
 
ambition for
 
sustainability is
expressed through quantified objectives, such as its detailed action plan to align its
 
operations, portfolio and investments to
become Net Zero by 2050.
Eurobank has expressed
 
the Environmental, Social,
 
Governance (ESG) aspect
 
of its business
 
through the lens
 
of Impact
generation. The Sustainability Strategy has been defined in a holistic approach across two pillars of impact:
 
the operational
impact arising
 
from its
 
own activities
 
and the
 
financed impact
 
resulting from
 
the Bank’s
 
lending and
 
investing activities
 
to
specific sectors
 
and clients.
 
These two
 
pillars of
 
impact aim
 
to capture
 
the essence
 
of the
 
Bank’s business
 
effect on
 
the
climate, the protection of the natural environment, its contribution
 
to addressing societal challenges at large, the prosperity
of its
 
own people,
 
its contribution
 
to raising
 
business capacity
 
in the
 
markets where
 
the Bank
 
operates, and
 
the internal
processes that build and secure the confidence of its stakeholders.
 
Eurobank has designed, approved and currently implements the Sustainability Strategy including targets and commitments
along the two key pillars:
A.
 
Operational Impact Strategy
 
The Operational Impact Strategy sets
 
targets and commitments addressing the impact
 
arising from the Bank’s
 
operational
activities
 
and
 
footprint
 
and
 
are
 
based
 
on
 
three
 
strategic
 
axes,
 
each
 
of
 
which
 
is
 
supported
 
by
 
a
 
specific
 
objective,
commitments and targets:
 
Environmental impact: Operational net zero, paperless banking, circular economy.
 
Employer’s impact: Diversity and inclusion, wellbeing culture, innovative environment.
 
Social and business impact: Sustainable procurement, socio-economic effect, transparency.
 
 
 
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B. Financed Impact Strategy
The Bank’s Financed Impact Strategy sets targets and commitments addressing the impact arising from the
 
Bank’s lending
and investing activities to specific sectors and clients and focuses on:
 
Clients’ engagement and awareness to adapt their business so as to address climate change challenges.
 
Actions for supporting clients in their transition efforts towards a more ESG-friendly economic environment.
 
Enablers and tools such as frameworks and products to underpin Sustainable Financing.
 
 
The assessment and management of climate-related material exposures.
Sustainability Policies & Frameworks
Eurobank has taken action
 
towards updating its Sustainability
 
Policy Framework, to outline
 
the approach for adherence to
applicable regulatory
 
requirements and voluntary
 
initiatives as well
 
as adopted
 
standards and guidelines,
 
thus enabling a
contemporary
 
and
 
continuously
 
updated
 
approach
 
to
 
Sustainability,
 
in
 
line
 
with
 
international
 
best
 
practices.
 
The
Sustainability
 
Policy
 
Framework
 
sets
 
the
 
foundation
 
towards
 
integration
 
of
 
ESG
 
into
 
Eurobank’s
 
business
 
model
 
and
operations.
Focusing
 
on
 
the
 
social
 
aspect
 
of
 
ESG,
 
Eurobank
 
has
 
taken
 
actions
 
that
 
outline
 
its
 
corporate
 
values,
 
principles
 
and
commitments by issuing
 
the Human Rights
 
Statement, the Diversity, Equity
 
and Inclusion Policy
 
as well as
 
the Policy against
Harassment
 
and
 
Violence
 
in
 
Workplace.
 
In
 
order
 
to
 
further
 
enhance
 
its
 
efforts
 
against
 
Harassment
 
and
 
Violence
 
in
Workplace,
 
the Bank
 
has introduced
 
a relevant
 
focused training
 
program to
 
all employees.
 
This approach
 
outlines zero-
tolerance for various
 
types of violation
 
and discrimination as
 
well as for
 
the equal opportunities
 
with fairness and
 
meritocracy
and
 
irrespective
 
of
 
gender,
 
nationality,
 
age
 
or
 
other
 
traits
 
throughout
 
the
 
entire
 
employee
 
life cycle
 
(i.e recruitment
 
and
selection, learning, performance, talent and career development, reward management).
Moreover,
 
Eurobank
 
has
 
developed
 
and
 
implements
 
three
 
guiding
 
frameworks,
 
defining
 
the
 
approach
 
and
 
criteria
 
for
classifying its financing and investing activities as sustainable:
 
its
 
Sustainable
 
Finance
 
Framework
 
(SFF),
 
which
 
supports
 
the
 
identification
 
of
 
sustainable/green
 
financing
opportunities (finance the transition of Bank’s clients),
 
its Green Bond Framework. The Framework, which has
 
been externally reviewed by an established second-party
opinion provider,
 
facilitates the
 
financing of
 
projects that
 
will deliver
 
environmental benefits
 
to the
 
economy and
support Bank’s business strategy and vision,
 
its Sustainable Investment
 
Framework, which specifies
 
the respective criteria
 
that are utilized
 
in the Bank’s
 
banking
books investment strategy, along with the selection process of eligible sustainable investments.
 
The above-mentioned frameworks enable Bank to pursue economic growth in line with ESG criteria.
These
 
frameworks
 
are
 
complemented
 
by
 
the
 
adopted
 
Environmental
 
Policy,
 
Energy
 
Management
 
Policy
 
and
 
Water
Management Policy,
 
aiming to protect the environment in
 
all aspects of its operations.
 
In line with these policies,
 
the Bank
applies certified management systems, in accordance with
 
international standards, such as an Environmental
 
Management
System (ISO 14001, EMAS) and an Energy Management System (ISO 50001).
Stakeholders engagement and materiality analysis
An integral
 
part of
 
Eurobank's approach
 
to Sustainability
 
is to
 
foster strong
 
relationships of
 
trust, cooperation
 
and mutual
benefit with all stakeholders affected by its activities, directly or indirectly. Eurobank promotes two-way communication and
develops ongoing dialogue with
 
stakeholders, to be able
 
to actively meet the expectations,
 
concerns and issues raised
 
by
all its stakeholders. A more detailed presentation of the cooperation framework, expectations
 
and means of communication
and response for each stakeholder group is included in the Annual Report 2021 – Business & Sustainability.
Eurobank’s
 
materiality
 
analysis
 
is
 
the
 
key
 
process
 
used
 
to
 
define
 
the
 
Annual
 
Report
 
2022
 
 
Business
 
&
 
Sustainability
contents. Adopting
 
the new
 
GRI Standards
 
(2021) methodology,
 
Eurobank identified,
 
assessed, prioritised
 
and validated
the
 
positive
 
and
 
negative
 
impacts
 
that
 
the
 
Bank
 
creates
 
or
 
may
 
create
 
on
 
the
 
environment,
 
people
 
and
 
the
 
economy.
Prioritising
 
the
 
identified
 
impacts
 
contributed
 
to
 
determining
 
the
 
Bank’s
 
sustainable
 
development
 
materiality
 
topics.
 
The
methodology was carried out along 4 phases, namely i. Understanding the organization’s context, ii. Identifying impacts, iii.
Assessing impacts, and
 
iv.
 
Prioritising and validating
 
impacts. As per
 
the final stage
 
of the materiality
 
analysis process, a
 
list of topics
 
was prioritised as
 
material, which formed
 
the basis for
 
determining the contents
 
of the Annual
 
Report 2022 –
Business & Sustainability,
 
as well as
 
the disclosures of
 
relevant key performance
 
indicators. Further details
 
regarding the
aforementioned process and its results are embedded in the Annual Report 2022 – Business & Sustainability.
Furthermore, as part of
 
the Financed Impact Strategy,
 
in order to facilitate the
 
green transition of its clients,
 
Eurobank has
developed a dedicated approach to increase clients’ engagement and awareness regarding environmental risks.
Governance
Sustainability at Eurobank
 
is deployed across
 
an ESG governance
 
structure that addresses
 
both regulatory requirements
and voluntary commitments.
 
BoD oversight with
 
respect to Sustainability
 
Strategy is addressed
 
through the inclusion
 
of ESG
items in the Board Meetings agenda, as per international
 
best practice. The Group has updated its governance
 
structure by
introducing and
 
defining the
 
roles and
 
responsibilities in
 
relation to
 
ESG and
 
climate related
 
and environmental
 
(CR&E)
risks, embedding
 
regulatory guidelines
 
and market
 
practices involving
 
various key
 
stakeholders (i.e.
 
Business functions,
Units and Committees).
 
The updated governance
 
structure aims to
 
further enhance effective
 
oversight of ESG
 
matters at
Management / BoD level, support the roll out of its Sustainability Strategy and the
 
integration of ESG and C&E risks. In that
context,
the
 
Group
 
Risk
 
Management
 
Strategy
 
Planning
 
Operations
 
and
 
Climate
 
Risk
 
(GRMSPO&CR)
 
has
 
the
 
overall
responsibility for
 
overseeing, monitoring,
 
and managing
 
CR&E risks.
 
Specifically,
 
the Unit
 
operates as
 
the Project
 
office
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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responsible
 
for
 
the implementation
 
of
 
the climate
 
related
 
and
 
environmental
 
risks
 
roadmap
 
(“Programme
 
Field”),
 
with a
coordinating and supervisory role on all related project
 
streams to ensure alignment with the Bank’s business
 
strategy and
the
 
regulatory
 
authorities’
 
expectations.
 
Moreover,
 
the
 
HoldCo/Bank
 
BoD
 
has
 
assigned
 
an
 
executive
 
member
 
as
 
the
responsible
 
BoD member
 
for climate
 
-related and
 
environmental
 
risks, ensuring
 
that material
 
ESG
 
issues
 
are
 
taken
 
into
account in the decision-making process. As part of
 
his duties, the member responsible updates the Board Risk
 
Committee
(BRC) (in alignment with the BRC Terms
 
of Reference) and the Board of Directors of HoldCo and
 
Bank on climate change
and environmental related risks at least on a semi - annually basis.
A dedicated ESG
 
Management Committee complements
 
the ESG governance
 
model and is
 
chaired by the
 
BoD member
responsible for climate-related and
 
environmental risks. The purpose of
 
the ESG Management Committee,
 
established by
the
 
Bank
 
CEO
 
who
 
appoints
 
its
 
members,
 
is
 
to
 
provide
 
strategic
 
direction
 
on
 
ESG
 
initiatives,
 
review
 
the
 
Sustainability
Strategy
 
prior
 
to
 
approval,
 
integrate
 
the
 
elements
 
of
 
the
 
Sustainability
 
Strategy
 
into
 
the
 
Bank’s
 
business
 
model
 
and
operations, approve
 
eligible assets
 
of Green
 
Bond Frameworks,
 
regularly measure
 
and analyze
 
the progress of
 
the ESG
goals and performance
 
targets, ensure the
 
proper implementation of
 
ESG related policies and
 
procedures and to
 
validate
the prioritized ESG impacts / Material Issues reported in the Annual
 
Report - Business & Sustainability,
 
in accordance with
supervisory requirements and voluntary commitments.
A dedicated ESG Unit
 
is responsible for the
 
design and monitoring of
 
the implementation of the
 
Operational Impact Strategy
(OIS), the
 
monitoring of
 
the Operational
 
ESG performance
 
and coordination
 
of ESG
 
linked operational
 
activities that
 
enhance
the Bank’s Impact. The Unit
 
reports to Deputy CEO,
 
Group COO and International
 
Activities and acts as
 
a custodian of ESG
principles &
 
culture and
 
as a
 
cross functional
 
coordinator in
 
order to
 
ensure alignment
 
in ESG
 
issues. The
 
Head of
 
ESG
acts as secretary to the ESG Management Committee.
 
Further
 
details
 
regarding
 
the
 
Bank’s
 
ESG
 
governance
 
model
 
are
 
embedded
 
in
 
the
 
Annual
 
Report
 
2022
 
 
Business
 
&
Sustainability.
Reporting and Transparency
HoldCo/Bank
 
issues
 
its
 
Annual
 
Report
 
 
Business
 
&
 
Sustainability
 
with
 
a
 
view
 
to
 
fully
 
inform
 
its
 
stakeholders
 
about
 
its
performance
 
in
 
the
 
sustainable
 
development
 
pillars
 
(economy,
 
society,
 
environment).
 
The
 
publication
 
is
 
prepared
 
in
accordance with the
 
Global Reporting
 
Initiative (GRI)
 
Standards (2021),
 
applying the reporting
 
principles (accuracy, balance,
clarity,
 
comparability,
 
completeness,
 
sustainability
 
context,
 
timeliness,
 
verifiability).
 
This
 
reporting
 
approach
 
aims
 
at
providing comprehensive and transparent information to stakeholders, relates to Eurobank’s response to their expectations
and interests, and
 
invests in continuously
 
promoting open dialogue
 
with them. Through
 
the Report, Euroban/HoldCo
 
provide
full
 
disclosure
 
on
 
sustainability
 
impacts
 
such
 
as
 
environmental
 
performance,
 
energy
 
and
 
emissions,
 
social
 
impact
 
and
corporate governance, information
 
regarding the
 
Bank’s initiatives, while
 
addressing all
 
material stakeholder
 
interests across
the ESG
 
spectrum. The
 
Annual Report
 
- Business
 
& Sustainability
 
is accessible
 
to all
 
interested parties
 
through the
 
corporate
website. Additionally, besides the sustainability reporting frameworks
 
of the GRI sectoral supplement
 
on Financial Services,
the SASB Commercial Banks
 
Standard, as well as
 
the Athens Stock Exchange
 
(ATHEX) ESG Reporting Guide (2022) have
been considered. This report also incorporates the 10 Principles of the United Nations Global Compact (UNGC), as well as
the Accountability AA1000 2018 Principles. The sustainability-related disclosures in the report are assured
 
by a competent
assurance provider
 
in accordance
 
with the
 
AA1000 Assurance
 
Standard (version
 
3) and
 
related Principles
 
for inclusivity,
materiality,
 
responsiveness and impact,
 
as per the
 
independent auditor’s Limited
 
Assurance Report which
 
is disclosed as
part of the
 
Annual Report – Business
 
& Sustainability.
 
In addition, the
 
Holdco/Bank reports disclosures
 
as required by the
EU Taxonomy
 
(Regulation (EU) 2020/852 of the
 
European Parliament and of the
 
Council). Specifically,
 
upon reviewing its
business activities, to align
 
taxonomy reporting with its
 
core activities, provides the
 
key performance indicators (KPIs)
 
and
other disclosure requirements
 
related to its dominant
 
financial undertakings as
 
laid down in Article
 
10 of the Art.
 
8 Delegated
Act. Furthermore,
 
in the
 
context of
 
Pillar III
 
disclosures on
 
ESG risks,
 
Holdco/Bank discloses
 
ESG risk
 
information on
 
a
semi-annual
 
basis.
 
Moreover,
 
the
 
first
 
Task
 
Force
 
on
 
Climate-related
 
Financial
 
Disclosures
 
(TCFD)
 
Climate
 
-
 
related &
Environmental
 
Risk Report
 
as well
 
as the
 
first Climate
 
- related
 
& Environmental
 
Risk Report
 
were published.
 
Also, the
Bank's GHG financed emissions for loans, bonds and shares positions, following the PCAF methodology, were disclosed.
 
Furthermore,
 
the
 
Bank’s
 
environmental
 
and
 
energy
 
management
 
performance,
 
with
 
respect
 
to
 
the
 
improvement
 
of
 
its
operational footprint,
 
is monitored
 
through specific
 
indicators and
 
associated targets
 
disclosed also
 
in the
 
Environmental
Report
 
(EMAS).
 
This
 
constitutes
 
an
 
environment
 
and
 
energy
 
monitoring
 
and
 
self-improvement
 
tool,
 
in
 
line
 
with
commitments, regulated
 
by applicable
 
standards, audited
 
& verified
 
by independent
 
third party.
 
Within the
 
EMAS Report
framework, the Bank
 
discloses the Green
 
House Gas emissions
 
record in line
 
with the ISO14064 standard,
 
as verified by
external independent party and in line with the provisions of the national Climate Law.
 
Moreover,
 
Holdco/Bank
 
actively
 
participates
 
in
 
internationally
 
recognized
 
ESG
 
ratings
 
to
 
highlight
 
the
 
continuous
improvement
 
in
 
its
 
environmental,
 
social
 
and
 
governance
 
performance,
 
upgrade
 
the
 
relevant
 
disclosures,
 
and
 
further
enhance investor confidence in its practices.
 
8.
 
Shareholders’ General Meeting
The
 
Shareholders’
 
General
 
Meeting
 
(General
 
Meeting),
 
serves
 
as
 
the
 
highest
 
authority
 
within
 
the
 
HoldCo/Bank
 
and
 
is
convened by
 
the respective
 
Board to
 
address all
 
matters concerning
 
the entity.
 
It holds
 
exclusive jurisdiction
 
over issues
outlined in Article 117
 
of Company Law 4548/2018, such as amendments to the
 
Articles of Association. Every shareholder
has the right to participate and vote at the General Meeting either in person or through their
 
legal representatives, following
the prescribed legal procedures.
For
 
the
 
General
 
Meeting
 
to
 
be
 
considered
 
in
 
quorum
 
and
 
valid,
 
shareholders
 
present
 
or
 
represented
 
must
 
collectively
represent
 
at
 
least
 
20%
 
(1/5)
 
of
 
the
 
paid-in
 
share
 
capital
 
associated
 
with
 
voting
 
shares.
 
Resolutions
 
are
 
passed
 
by
 
an
 
 
 
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absolute majority and
 
are binding on
 
both absent and
 
dissenting shareholders. However,
 
for certain significant
 
decisions,
such as
 
those related
 
to share capital
 
changes or mergers,
 
a higher quorum
 
of at least
 
50.00% (1/2) of
 
the paid-in share
capital is required, and resolutions must be approved by a two-thirds (2/3) majority.
According to article
 
119
 
par. 1
 
of l. 4548/2018,
 
the Annual General
 
Meeting is held
 
annually no later
 
than the tenth
 
(10th)
calendar day
 
of the
 
ninth month
 
after the
 
end of
 
the business
 
year, while an
 
Extraordinary General
 
Meeting may
 
be convened
by the Board as deemed necessary or required by law.
Minutes
 
of
 
the
 
General
 
Meeting
 
are
 
authenticated
 
by
 
the
 
Chairperson
 
and
 
the
 
Secretary
 
of
 
the
 
General
 
Meeting,
 
and
standard minority rights outlined in Company Law 4548/2018 are applicable.
Information about the Eurobank Holdings General Meetings
Requirements for calling and convening the General Meetings
All
 
persons appearing
 
as shareholders
 
of ordinary
 
shares of
 
the HoldCo
 
in the
 
registry of
 
the Dematerialized
 
Securities
System (DSS) managed by Hellenic
 
Central Securities Depository S.A. on the
 
Record Date, namely at the start
 
of the fifth
day before the General Meeting,
 
have the right to participate and vote in the HoldCo General Meeting.
The aforementioned
record date is applicable for the Repeat Meeting as well. The shareholders are informed on time about the agenda of each
General Meeting and new technologies are used to help them participate.
At
 
least
 
20
 
days
 
before
 
the
 
General
 
Meeting
 
date,
 
the
 
shareholders
 
are
 
informed
 
and
 
given
 
access
 
to
 
all
 
necessary
information, in compliance with the Greek Law. The Notice of General Meeting includes:
Date, time and place of the Meeting
Items on the agenda
Participation and voting rights with the relevant procedures
Minority shareholder rights
Relevant documents available
All resolutions and information about each General Meeting are posted under Investor Relations on the Eurobank Holdings
website.
Participation and proxies
Shareholders are assisted to participate in HoldCo General Meetings. All
 
Eurobank Holdings shareholders have the right to
participate in person or appoint a proxy. Proxies must be appointed at least 48 hours before the General Meeting date.
 
To
 
the extent that shareholders' questions on items
 
on the agenda are not answered during
 
General Meeting, HoldCo has
a process for submitting the relevant answers.
Annual General Meeting (AGM) of the shareholders
 
In the
 
Annual General
 
Meeting of
 
the HoldCo’s
 
shareholders, held
 
on July
 
20, 2023,
 
remotely via
 
teleconference in
 
real
time, participated shareholders representing 2,754,969,489
 
shares out of 3,710,677,508 shares,
 
corresponding to 74.24%
of the paid up share capital with voting rights on the items of the agenda. In respect of the
 
items on the agenda, as referred
to on the invitation dated 27.06.2023, the General Meeting:
1.
 
Approved,
 
with
 
a
 
majority
 
exceeding
 
the
 
minimum
 
required
 
by
 
the
 
law,
 
the
 
Annual
 
and
 
Consolidated
 
Financial
Statements for the financial year 2022, as well as the Directors’ and Auditors’ Reports.
2.
 
Approved, with a
 
majority exceeding the
 
minimum required by
 
the law,
 
the overall management
 
for the financial
 
year
2022 as well as the discharge of the Auditors for the financial year 2022.
3.
 
Approved, with a majority
 
exceeding the minimum required by
 
the law: a) the appointment
 
of the firm KPMG
 
Certified
Auditors S.A. (KPMG)
 
as statutory auditor
 
for the Annual
 
and Consolidated Financial
 
Statements of the
 
Company for
the financial year 2023;
 
and b) KPMG’s relevant
 
fees for the audit
 
of the Annual
 
and Consolidated Financial Statements
of the Company for the financial year 2023 to amount to €0.2 m.
4.
 
Approved, with a majority
 
exceeding the minimum
 
required by the law, the
 
acquisition of own
 
shares in accordance with
article 49 of
 
Law 4548/2018, and
 
in particular the
 
acquisition of all
 
of the Company’s shares
 
which the Hellenic
 
Financial
Stability Fund (“Fund”) owns, under the following conditions: (α)
 
Maximum number of shares to be acquired: According
to article 49
 
of Law 4548/2018,
 
the maximum number
 
of shares that
 
the Company may
 
acquire, added together
 
with
the
 
shares
 
belonging to
 
the
 
Company from
 
time
 
to
 
time,
 
cannot exceed
 
10%
 
of the
 
Company's
 
paid
 
share
 
capital.
Specifically, in
 
this transaction, the number of shares
 
to be purchased will be the
 
total of its issued shares held
 
by the
Fund, i.e. 52,080,673 shares,
 
which correspond to approximately
 
1.4% of its
 
share capital. (b) The
 
duration for which
the approval is granted is set at 6 months from the day of
 
the General Meeting. (c) The maximum purchase price is set
at €1.90 per share
 
and the minimum purchase
 
price is set at €1.10
 
per share. (d) To
 
authorize the Board of
 
Directors
to
 
determine
 
the
 
specific
 
conditions
 
and
 
relevant
 
details
 
for
 
the
 
acquisition,
 
taking
 
into
 
account
 
the
 
supervisory
approvals.
5.
 
Approved with a majority exceeding
 
the minimum required by the
 
law, the amendment
 
of the Remuneration Policy for
Directors of the Company.
 
6.
 
Approved, with a
 
majority exceeding the
 
minimum required by
 
the law,
the remuneration paid
 
for the financial
 
year 2022
as well as the advance payment
 
of remuneration for the financial year of
 
2023 to the non-executive Board members
 
for
the execution of their duties as Board Members and as members of the Board Committees.
 
7.
 
Casted a positive vote on the Remuneration Report for the financial year 2022.
8.
 
Approved, with a majority exceeding the minimum required by the law, pursuant tο the provisions and following the
procedure of article 86 of l. 4261/2014, a higher than 100% maximum level of the ratio between the fixed and variable
 
 
 
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components of remuneration for the Chief Executive Officer (CEO), the three (3) Deputy CEOs, the Group Chief Risk
Officer, Group Chief Financial Officer and the General Manager Group Strategy.
 
Approved, with a majority
exceeding the minimum required by the law, the amendment of the Nomination Policy of the Directors of the Board.
9.
 
Approved, with a majority exceeding the minimum required by the law the appointment of Mr. Burkhard Eckes and Mr.
John Arthur Hollows as new independent non-executive members of the Company’s Board of Directors. The term of
office of the aforementioned new members expires concurrently with the term of office of the other members of the
Board (with a membership of fifteen from now onwards) and more specifically on 23.07.2024, prolonged until the end
of the period the Annual General Meeting for the year 2024 will take place.
10.
 
Approved, with a
 
majority exceeding the
 
minimum required
 
by the
 
law: a)
 
The Audit
 
Committee to
 
function as
 
Committee
of the Board of Directors (“BoD”) consisting of members of the BoD. b) The Audit Committee to consist of five (5) non-
executive members of the BoD of which at least four
 
(4) shall be independent. c) The term of office
 
of the members of
the Audit
 
Committee that
 
will be
 
appointed by
 
the BoD
 
in accordance
 
with article
 
44, par.
 
1c of
 
L. 4449/2017,
 
as in
force, to coincide
 
with their term
 
of office as
 
members of the
 
BoD, i.e. the
 
term of office
 
of the Audit
 
Committee members
will expire on 23.07.2024, prolonged until the end of the period the Annual General Meeting for the year 2024 will take
place.
12.
 
Approved, with a majority exceeding the minimum required by
 
the law, the amendment of Article
 
11 of the
 
Company’s
Articles
 
of
 
Association
 
by
 
updating
 
paragraph
 
1
 
aiming
 
to
 
the
 
option
 
the
 
appointment
 
and
 
revocation
 
of
 
the
representative and the relevant notification to the
 
Company may take place via electronic
 
means, and more specifically
via electronic mail
 
(email) at the
 
email address referred
 
to in the
 
Invitation of the
 
General Meeting and/or
 
other electronic
means referred to therein.
13.
 
Was informed
on the Annual Activity Report of the Audit Committee for the financial year 2022.
14.
 
Was informed on the Independent Non-Executive Directors’ Report.
All
 
information
 
on
 
the
 
AGM
 
can
 
be
 
found
 
at
 
Eurobank
 
Holding’s
 
website
 
(https://www.eurobankholdings.gr/en/investor-
relations/shareholders/general-meetings-pages/annual-general-meeting-of-shareholders-on-20-07-23).
Information about the Eurobank General Meetings
The HoldCo, following
 
the demerger, constitutes the Eurobank’s
 
sole shareholder, who represents
 
100% of its
 
share capital.
According to
 
article 121
 
par. 5
 
of Law
 
4548/2018, an
 
invitation to
 
convene a
 
general meeting is
 
not required
 
in the
 
event
that the meeting is attended or represented
 
by shareholders representing the entire capital and none
 
of them objects to its
holding and decision-making. In this context the following general meetings of Eurobank were held.
Annual General Meeting (AGM) of the shareholders
 
In the
 
Annual General
 
Meeting of
 
Eurobank’s shareholders,
 
held on
 
July 20,
 
2023 in
 
Athens, at
 
“Bodossakis Foundation
Building”
 
(“John
 
S. Latsis”
 
Hall), 20
 
Amalias
 
Avenue,
 
participated
 
the sole
 
shareholder Eurobank
 
Holdings representing
3,683,244,830 shares, corresponding to 100% of the paid up share capital with voting rights on the items of the agenda. In
respect of the items on the agenda, the General Meeting:
1. Approved
 
the Annual
 
and Consolidated
 
Financial Statements
 
for the
 
financial year
 
2022 as
 
well as
 
the Directors’
 
and
Auditors’ Reports. Profit sharing.
2. Approved the overall management for the financial year 2022 and discharge of the Auditors for the financial year 2022.
3. Appointed “KPMG Certified Auditors S.A.” as Auditors for the financial year 2023.
4. Approved
 
the remuneration
 
for the
 
financial year
 
2022 and
 
of the
 
advance payment
 
of the
 
remuneration for
 
the
 
non-
executive Board Directors for the financial year 2023.
5. Approved,
 
pursuant tο
 
the provisions
 
and following
 
the procedure
 
of article
 
86 of
 
Law 4261/2014,
 
a higher
 
than 100%
maximum level of the ratio between the fixed and variable components of remuneration for seven (7) executives.
6. Approved the appointment of Messrs. Burkhard Eckes and John Arthur Hollows
 
as new members of the Bank’s BoD and
their designation as Independent Non-Executive Directors, whose term of office expires concurrently with the term of office
of the
 
other members
 
of the
 
BoD (with
 
a membership
 
of fifteen
 
from now
 
onwards) and
 
more specifically
 
on 23.07.2024,
prolonged until the end of the period the Annual General Meeting for the year 2024 will take place.
7. Approved the recomposition of the Audit Committee.
 
8
.
Approved the
Amendment of article 11 of the Bank’s Articles of Association aiming to its update.
6. Approved the Annual Activity Report of the Audit Committee for the financial year 2022.
Extraordinary General Meeting of the Shareholders
In
 
the
 
Extraordinary
 
General
 
Meeting
 
of
 
Eurobank’s
 
shareholders,
 
held
 
on
 
July
 
31,
 
2023,
 
in
 
Athens,
 
at
 
“Bodossakis
Foundation
 
Building”
 
(“John
 
S.
 
Latsis”
 
Hall),
 
20
 
Amalias
 
Avenue,
 
participated
 
the
 
sole
 
shareholder
 
Eurobank
 
Holdings
representing 3,683,244,830
 
shares, corresponding to
 
100% of
 
the paid up
 
share capital with
 
voting rights on
 
the items of
the agenda. In respect of the sole item on the agenda, the General Meeting
resolved on the:
Approval of subscribing the bonds of the issuance of
 
a common bond loan (the “Loan”) which Eurobank Holdings will
 
issue,
for
 
partially financing
 
the buy
 
back
 
from the
 
Hellenic Financial
 
Stability Fund
 
of 52,080,673
 
registered shares
 
issued
 
by
Eurobank Holdings.
9.
 
Other information required by Directive 2004/25/EU
The elements
 
c), d),
 
f), h),
 
i) of
 
paragraph 1
 
of article
 
10 of
 
Directive 2004/25/EC
 
of the
 
European Parliament
 
and of
 
the
Council, are incorporated into elements c), d), e), g), h) of article 4 par.
 
7 of Law 3556/2007, and are referred to the Report
of the Directors, part of which is the present Corporate Governance Statement.
 
 
 
 
 
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APPENDIX AUDIT COMMITTEE ACTIVITY REPORT FOR THE YEAR 2023
Purpose
1.
 
In
 
accordance
 
with
 
the
 
Law
 
4449/2017
 
as
 
amended,
 
the
 
Audit
 
Committee
 
(AC)
 
of
 
Eurobank
 
Ergasias
Services and Holdings S.A. (Eurobank Holdings or HoldCo or Company) should submit an annual report to
the Shareholders’ Annual General
 
Meeting on the issues
 
dealt with by
 
the AC during the
 
previous year, also
including therein a description of the sustainability policy
 
followed by the entity.
2.
 
The current 2023 AC Activity
 
Report of Eurobank Holdings which
 
is also part of the 2023 Annual
 
Financial
Report, refers to
 
the AC activity
 
during 2023 and
 
the issues addressed.
 
In addition, it
 
describes Eurobank
Holdings’ sustainability policy.
3.
 
No deviations from the AC’s Terms
 
of Reference (ToR)
 
have been identified.
AC Composition / Membership
4.
 
It
 
is
 
noted
 
that
 
in
 
line
 
with
 
the
 
provisions
 
of
 
article
 
44
 
of
 
law
 
4449/2017,
 
as
 
in
 
force,
 
and
 
further
 
to
 
the
decision
 
of
 
the
 
HoldCo’s
 
Annual
 
General
 
Meeting
 
of
 
Shareholders
 
as
 
of
 
20.7.2023
 
regarding
 
the
recomposition
 
of
 
the
 
Audit
 
Committee
 
and
 
more
 
specifically
 
regarding
 
its
 
type,
 
composition
 
and
 
term
 
of
office; and
 
the BoD’s
 
decision of
 
23.06.2023 (in
 
combination
 
with 27.06.2023)
 
and 20.07.2023
 
regarding
the nomination and appointment of a new member to the AC respectively, and in particular of Mr. Burkhard
Eckes,
 
following
 
relevant
 
recommendations
 
by
 
the
 
NomCos
 
of
 
22.06.2023,
 
the
 
AC
 
decided
 
on
 
its
constitution and on the appointment of its Chairman.
 
5.
 
In addition, following the
 
Hellenic Financial Stability Fund’s (HFSF)
 
divestment from HoldCo, and
 
taking into
consideration
 
that
 
HoldCo
 
is
 
no
 
longer
 
subject
 
to
 
law
 
3864/2010
 
and
 
to
 
the
 
special
 
rights
 
of
 
the
 
HFSF
provided for in such
 
law, including HFSF’s right to appoint its
 
representative in the HoldCo Board
 
and Board
Committees,
 
the
 
HFSF
 
representative
 
Mrs.
 
Efthymia
 
Deli
 
in
 
the
 
HoldCo
 
Board
 
and
 
Board
 
Committees,
submitted her resignation from HoldCo’s BoD and
 
HoldCo’s Audit and Remuneration Committees (that was
present at that time) on 26 October 2023, effective
 
as of 7 November 2023.
 
6.
 
Following
 
the
 
above,
 
the
 
AC
 
consists
 
exclusively
 
of
 
BoD
 
members,
 
four
 
(4)
 
in
 
total,
 
all
 
of
 
which
 
are
independent non-executive Directors, according to the
 
provisions of article 9 of L. 4706/2020. In particular,
the
 
AC
 
consists
 
of
 
the
 
following
 
members:
1.
 
Jawaid
 
Mirza
 
(Chairperson
 
of
 
the
 
Audit
 
Committee,
independent
 
non-executive
 
BoD
 
member),
 
2.
 
Burkhard
 
Eckes
 
(Vice-Chairperson
 
of
 
the
 
Audit
Committee,
 
independent
 
non-executive
 
BoD
 
member),
 
3. Irene
 
Rouvitha-Panou
 
(Audit
 
Committee
member, independent non-executive BoD member), and 4. Rajeev Kakar
 
(Audit Committee member,
independent non-executive BoD member).
 
7.
 
All AC
 
members
 
have sufficient
 
knowledge
 
in the
 
field
 
of HoldCo
 
activities
 
and
 
the necessary
 
skills and
experience to carry out their
 
duties and meet the requirement
 
of established knowledge and
 
experience in
auditing and/or accounting.
8.
 
Information regarding current
 
AC composition and short
 
biographical details of its
 
members may be found
at the HoldCo’s website (www.eurobankholdings.gr).
 
Meetings Held During the Period & Attendance
9.
 
During 2023, the Audit Committee held seventeen (17) meetings, including
 
four (4) meetings by circulation,
while during 2022, the Audit Committee held fourteen (14)
 
meetings.
 
10.
 
The average ratio of attendance at the meetings by the
 
AC members stood at 100% (2022: 100%).
 
11.
 
The quarterly meetings were attended
 
in person and the rest
 
were held via conference
 
calls. This practice
is allowed by the AC ToR
 
and is consistent across all HoldCo’s BoD
 
Committees.
 
12.
 
The
 
submissions
 
for
 
the
 
AC
 
meetings
 
have
 
become
 
available
 
to
 
all
 
BoD
 
members
 
through
 
the
 
Diligent
platform.
 
13.
 
The
 
BoD
 
Chair
 
has
 
regularly
 
attended
 
the
 
AC
 
meetings.
 
In
 
addition,
 
all
 
meetings
 
were
 
attended
 
by
 
the
Internal Audit (IA), while
 
the General Manager of
 
Group Compliance was attending the
 
meetings depending
on the subject under discussion.
 
 
 
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14.
 
The External Auditor of 2023
 
financial statements (i.e.
 
KPMG) has been invited and
 
attended meetings as
required.
15.
 
The AC Chair updated the Board members, at the quarterly meetings of the Board, on the material matters
covered during the AC meetings.
 
16.
 
In 2023,
 
the members
 
of the
 
AC have
 
been invited
 
and participated
 
in the
 
Board Risk
 
Committee (BRC)
meetings and similarly the members of the BRC have been invited and participated in the Audit Committee
meetings (joint Audit Committee
 
and Board Risk
 
Committee meetings) for the
 
discussion / approval of
 
items
that fall under the responsibility of both Committees.
 
Highlights of Issues of Importance during 2023
Internal Controls System and Risk Management
17.
 
The AC, in accordance with its Terms
 
of Reference
, reviews the adequacy of the Internal Control and Risk
Management systems and the compliance with rules
and regulations of the monitoring process.
18.
 
Throughout the year 2023:
 
 
the AC Members
 
received update by
 
IA and Compliance,
 
covering matters of
 
the System of
 
Internal
Controls, Risk Management, Compliance with rules and
 
regulations and legal issues.
 
significant weaknesses in internal
 
controls and the progress of
 
actions taken to address them,
 
were
presented
 
in
 
the
 
Internal
 
Audit
 
Activity
 
Report
 
and
 
several
 
pending
 
issues
 
(including
 
External
Auditors’ Management Letter) were discussed with Management and the AC ensured that the time
plans and deadlines will be followed up.
 
 
the
 
AC
 
acknowledged
 
the
 
annual
 
Internal
 
Audit
 
Evaluation
 
Report
 
of
 
the
 
System
 
of
 
Internal
Controls, a
 
requirement of
 
the Bank
 
of Greece
 
Act 2577/9.3.2006.
 
The said
 
report along
 
with the
AC’s own assessment of the evaluation was
 
further submitted to the BoD and
 
subsequently to BoG
in June 2023.
 
in the context
 
of the independent
 
triennial Evaluation
 
of the System
 
of Internal
 
Controls (SIC)
 
per
BoG
 
Act
 
2577/9.3.2006,
 
the
 
AC
 
approved
 
the
 
proposed
 
scope
 
of
 
the
 
assignment
 
and
 
the
appointment of the firm.
 
in accordance with the provisions of Law 2533/1997,
 
the AC reviewed reports on substantial stock
transactions performed by the Company’s Directors and General Managers in listed securities and
notified the Board.
Internal Audit (IA)
19.
 
The Internal
 
Audit (IA)
 
function of
 
HoldCo is
 
independent (Internal
 
Audit has
 
a functional
 
reporting line
 
to
the
 
AC
 
and
 
a
 
dotted
 
reporting
 
line
 
for
 
administrative
 
matters
 
to
 
the
 
CEO),
 
adequately
 
organized,
 
has
unrestricted access to any
 
pertinent information and operates
 
efficiently and effectively
 
in compliance with
the Standards of the Institute of Internal Auditors.
20.
 
During 2023, the AC:
 
approved the revised Internal Audit Mandate and Terms
 
of Reference (ToR).
 
received confirmation from the Chief Internal Auditor (CIA)
 
regarding IA’s
 
independence for 2022.
 
discussed the performance of the IA Annual Plan for 2022.
 
 
approved and further submitted to the BoD for information
 
the IA Annual Plan for 2024.
 
monitored the progress of the IA Audit Plan for 2023 through the
 
Activity Reports.
 
 
at the Quarterly AC meetings, discussed the key highlights of the IA
 
Activity Reports (including the
follow-up of the external auditors’ Management Letter
 
points).
 
 
discussed
 
the
 
progress
 
of
 
the
 
actions
 
for
 
resolution
 
of
 
a
 
Very
 
High
 
risk
 
finding
 
identified
 
in
 
the
beginning of 2022 (doValue
 
Suspense Accounts).
 
Carried out the assessment of the Internal Auditor’s performance for 2022.
 
 
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Compliance
 
21.
 
The
 
Compliance
 
of
 
HoldCo
 
is
 
a
 
permanent
 
and
 
independent
 
function
 
(the
 
Head
 
of
 
Compliance
 
reports
functionally to the
 
AC and for administrative
 
purposes to the
 
CEO of Holdings)
 
adequately organized, has
unrestricted access to any pertinent information and operates efficiently
 
and effectively.
22.
 
During 2023, the AC:
 
approved the revised Compliance Mandate.
 
approved and further submitted to the BoD for information the
 
2024 Compliance Annual Plan.
 
 
at the Quarterly AC meetings, discussed the key highlights
 
of the Compliance Activity Reports.
 
 
reviewed and depending
 
on the case,
 
approved or approved
 
and further submitted
 
to the BoD
 
for
approval /
 
information a)
 
the revised
 
Code of
 
Conduct and Ethics,
 
b) the
 
revised Policy for
 
Reporting
Illegal
 
or
 
Unethical
 
Conduct
 
and
 
the
 
appointment
 
of
 
Report
 
Receiving
 
&
 
Monitoring
 
Officer
 
in
Greece, c) the revised Group Antitrust Compliance Policy, d) the revised Compliance Policy, e) the
revised Conflict of Interest
 
Group Policy, f) the revised Anti-bribery and
 
Corruption Policy and g)
 
the
revised Insider Dealing Guideline.
 
In line with the BoG requirements,
 
received the Annual Group
 
Compliance Report as per
 
BoG Act
2577/9.3.2006 (including MiFID report) for acknowledgement.
 
The said report along with the AC’s
assessment was further submitted to the BoD and subsequently
 
to the BoG in June 2022.
 
Carried out the assessment of the performance of the Head of Compliance
 
for 2022.
Financial reporting
 
23.
 
The AC, in
 
accordance with
 
its Terms
 
of Reference,
 
monitors the financial
 
reporting process
 
and submits
recommendations and proposals to ensure its integrity. In addition, it supervises and assesses whether the
internal
 
controls
 
related
 
to
 
financial
 
reporting
 
are
 
adequate
 
and
 
effective
 
and
 
that
 
these
 
controls
 
are
adjusted to reflect any major changes in the risk profile
 
of Holdings.
24.
 
During the AC meetings in 2023:
 
the
 
AC,
 
among
 
others,
 
reviewed
 
and
 
approved
 
the
 
quarterly
 
results,
 
semi-annual
 
and
 
annual
Accounts
 
and
 
Financial
 
Statements,
 
Annual
 
General
 
Meeting
 
(AGM)
 
matters
 
and
 
matters
 
of the
External
 
auditors.
 
In
 
addition,
 
the
 
AC
 
reviewed
 
and
 
proposed
 
to
 
the
 
BoD
 
for
 
approval
 
the
Consolidated Pillar III report.
 
Group
 
Finance
 
made
 
presentations
 
on
 
issues
 
such
 
as
 
accounting
 
policies,
 
critical
 
accounting
estimates, significant
 
one-off items
 
impacting the
 
Financial Statements,
 
major variations
 
between
periods,
 
important
 
disclosures,
 
significant
 
issues
 
with
 
tax
 
authorities,
 
as
 
well
 
as
 
Group
 
Control
issues.
 
 
IA performed a
 
high level review
 
of material submitted
 
to the AC
 
for the clearance
 
of the financial
results and reported significant items to the AC Chairman for
 
his attention.
 
with regards
 
to the monitoring
 
of the Actual
 
vs Budget
 
Report, the AC
 
received quarterly
 
updates
by Group Finance which were subsequently presented to the
 
BoD.
 
External Auditors
25.
 
The
 
AC,
 
in
 
accordance
 
with
 
its
 
Terms
 
of
 
Reference,
 
is
 
responsible
 
for
 
the
 
selection,
 
performance
 
and
independence
 
of the
 
External
 
Auditors,
 
KPMG.
 
In
 
addition,
 
the
 
AC reviews
 
the
 
scope
 
of
 
audit
 
work
 
and
audit approach
 
and assesses
 
the process
 
for identifying
 
and responding
 
to key
 
audit and
 
internal control
risks.
 
 
 
 
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26.
 
During the AC meetings in 2023:
 
KPMG presented its 2023 Audit Plan to the AC. The AC has also, in line with its ToR, reviewed the
Engagement letter for the 2023 Statutory Audit of the
 
Company.
 
KPMG
 
presented
 
and
 
discussed
 
with
 
the
 
AC
 
members
 
a
 
summary
 
of
 
audit
 
work
 
done,
 
major
findings, including a summary of unadjusted differences,
 
and other issues of importance.
27.
 
The AC has
 
received the 2022
 
KPMG Management
 
Letter (ML) and
 
has discussed the
 
issues raised with
KPMG and Management.
 
28.
 
The annual assessment of the External Auditors for the 2022 audit was discussed by the AC members and
Management. At the same
 
AC meeting, the AC
 
decided to propose to
 
the BoD for approval
 
and subsequent
recommendation to the Annual General Meeting of shareholders
 
for approval, the reappointment of KPMG
as statutory auditors for
 
the separate and consolidated
 
Financial Statements of Eurobank
 
Holdings for the
financial year of 2023.
29.
 
The AC has discussed and approved the Global Group Audit
 
and assurance Fees of 2023.
 
30.
 
The
 
AC
 
has
 
received
 
the
 
External
 
Auditors’
 
Independence
 
written
 
confirmation,
 
while
 
it
 
monitored
 
the
independence
 
of
 
the
 
External
 
Auditors
 
through
 
the
 
Auditors
 
independence
 
monitoring
 
tool
 
submitted
quarterly by
 
Group Finance,
 
depicting the
 
value of
 
non-audit services
 
provided as
 
compared to
 
the limits
set by
 
the Group
 
External Auditor’s
 
Independence Policy
 
that was
 
also updated
 
during 2023.
 
In line
 
with
the Group
 
External
 
Auditor’s Independence
 
Policy,
 
the AC
 
in 2023
 
reviewed
 
and approved
 
all non-audit
services including the audit assurance
 
related work re Fairfax Financial
 
Holdings (FFH) annual requirement
on the reconciliation of IFRS consolidated Total Equity and Profit & Loss to U.S. GAAP,
 
for the year ending
31.12.2022, ensuring that the independence limits are
 
complied with.
 
31.
 
The AC met with the External Auditors (with and without Management present) to discuss issues related to
the audit, in addition to any significant issues related to
 
the External Auditors’ audit plan.
 
32.
 
The AC reviewed the External Auditor’s Report and the Report on
 
Key Audit Issues.
33.
 
The AC approved the updated External Auditors Tendering
 
Policy and Procedure, as well as the Key Audit
Partner (KAP) selection/rotation policy as an addendum
 
to it, based on market practices.
34.
 
The AC discussed a 5-yr
 
(2024-28) plan on the
 
eligibility of audit firms for
 
the statutory audit of
 
the Group,
including potential conflict
 
of interest situations
 
with eligible audit
 
firms, based on
 
Greek Law 4449/17
 
and
EU Reg 537/14,
 
and requirements
 
of the
 
International Code
 
of Ethics for
 
Professional Accountants
 
of the
International Ethics Standards Board for Accountants (IESBA)
AC’s Evaluation
35.
 
The
 
AC’s
 
performance
 
is
 
evaluated
 
annually
 
according
 
to
 
the
 
provisions
 
of
 
HoldCo’s
 
Board
 
and
 
Board
Committees
 
Evaluation
 
Policy.
 
According
 
to
 
the
 
AC’s
 
2023
 
self-evaluation,
 
the
 
AC
 
members
 
expressed
satisfaction with
 
the committee’s
 
effectiveness and
 
leadership. They
 
commented the
 
AC’s efficient
 
use of
time, well-planned
 
meetings, and
 
timely scheduling. The
 
Chairperson of
 
the AC was
 
noted for being
 
well-
prepared and skilled in guiding discussions through the agenda, fostering critical dialogue, and ensuring all
members could express their views
 
freely. Participants were also acknowledged for their preparedness and
active engagement in vital discussions, demonstrating a commendable
 
level of challenge.
 
36.
 
However,
 
the
 
evaluation
 
identified
 
areas
 
for
 
improvement,
 
notably
 
the
 
need
 
for
 
enhanced
 
oversight
 
on
critical
 
audit
 
and
 
compliance
 
issues
 
within
 
major
 
subsidiaries.
 
There
 
was
 
also
 
a
 
call
 
for
 
strengthening
cybersecurity
 
mechanisms
 
and
 
Anti-Money
 
Laundering
 
(AML)
 
controls
 
and
 
measures.
 
Additionally,
 
the
evaluation emphasized the
 
importance of providing
 
training in new
 
areas to enhance
 
the skills of
 
the Internal
Audit
 
Team.
 
These
 
areas
 
of
 
improvement
 
were
 
highlighted
 
to
 
further
 
enhance
 
the
 
effectiveness
 
and
capabilities of the AC in fulfilling its responsibilities.
 
 
 
 
 
 
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Other AC Matters
37.
 
The AC
 
has
 
approved
 
and
 
notified the
 
Board
 
for further
 
submission
 
to the
 
Annual
 
General
 
Meeting,
 
the
annual Activity Report for 2022.
38.
 
The AC has discussed its annual Plan for 2024.
Sustainability Overview
39.
 
The
 
Group
 
supports
 
the
 
sustainable
 
transition
 
of
 
the
 
economy
 
and
 
considers
 
sustainability
 
and
 
climate
change
 
as an
 
opportunity.
 
A key
 
strategic objective
 
is
 
to adapt
 
its
 
business
 
and
 
operation
 
in
 
a way
 
that
addresses climate change
 
challenges, accommodate social
 
needs within its banking
 
business model, and
safeguard
 
prudent
 
governance
 
for itself
 
and
 
its counterparties,
 
in accordance
 
with
 
supervisory
 
initiatives
and following international standards/ best practices.
40.
 
Committed
 
to
 
actively
 
contributing
 
to
 
the
 
achievement
 
of
 
the
 
United
 
Nations
 
Sustainable
 
Development
Goals (SDGs) and the 2030 Agenda goals, Eurobank is a signatory of the UN Global Compact since 2008.
In September 2019
 
Eurobank signed the
 
UNEP FI Principles
 
for Responsible Banking
 
(PRB), affirming
 
its
commitment to play an active role in implementing the SDGs and
 
the Paris Agreement on Climate Change.
In full
 
compliance with
 
its obligations
 
relating to
 
implementing the
 
Principles, Eurobank
 
has issued
 
its 3
rd
 
PRB Progress Report as part of the Annual Report 2022
 
– Business & Sustainability.
41.
 
Eurobank has expressed the Environmental, Social, Governance
 
(ESG) aspect of its business through the
lens of
 
Impact generation.
 
The Sustainability
 
Strategy has
 
been defined
 
across two
 
pillars of
 
impact: the
operational impact arising from its own activities
 
and the financed impact resulting from the
 
Bank’s lending
and investing activities.
 
42.
 
Eurobank has
 
designed, approved
 
and currently
 
implements the
 
Sustainability
 
Strategy including
 
targets
and commitments along the two key pillars.
43.
 
The Operational Impact Strategy comprises of 3 strategic
 
pillars, namely:
i. Environmental
 
impact
 
with
 
the objective
 
to
 
minimize
 
negative impact
 
across
 
the Bank’s
 
value
 
chain
 
to
promote environmental stewardship. The aim is to
 
minimize Scope 1 and 2
 
emissions, become a paperless
banking network and extend circular economy practices.
ii. Employer’s
 
impact
 
with
 
the
 
objective
 
to
 
empower
 
people
 
to
 
perform
 
at their
 
best
 
through
 
an
 
inclusive
environment,
 
promoting
 
ethics
 
and
 
integrity.
 
The
 
aim
 
is
 
to
 
embed
 
a
 
diverse
 
and
 
inclusive
 
environment,
encompass a wellbeing culture, along with stimulating
 
an innovative environment.
iii.
 
Social
 
and
 
business
 
impact
 
with
 
the
 
objective
 
to
 
drive
 
positive
 
change
 
for
 
entrepreneurs
 
and
 
wider
communities
 
to
 
foster
 
sustainable
 
development
 
and
 
ensure
 
social
 
prosperity.
 
The
 
aim
 
is
 
to
 
intensify
sustainability in
 
procurement practices,
 
rationalize Socio
 
-Economic Impact
 
as well
 
as boost
 
transparency
and ESG capacity.
44.
 
The Financed Impact Strategy,
 
applicable to lending and
 
investment portfolios, leverages
 
on the identified
ESG
 
and
 
climate
 
related
 
opportunities
 
and
 
by
 
assessing
 
relevant
 
risks
 
aims
 
to
 
mitigate
 
ESG
 
&
 
climate
related risks for the Group’s portfolios.
45.
 
The
 
Financed
 
Impact
 
Strategy
 
is
 
also
 
directed
 
on
 
clients’
 
engagement
 
and
 
awareness
 
to
 
adapt
 
their
business in a
 
way to address climate
 
change challenges, actions for supporting
 
customers in their transition
efforts towards
 
a more
 
ESG-friendly economic
 
environment, enablers
 
and tools
 
such as
 
frameworks and
products to underpin Sustainable
 
Financing, as well as
 
the assessment and management
 
of climate-related
material exposures.
46.
 
Climate Risk –
 
The Group has
 
recognized climate change
 
as a material
 
risk and based
 
on its supervisory
guidelines, is
 
adapting
 
its policies
 
and methodologies
 
for identifying
 
and monitoring
 
the relevant
 
risks. In
this context,
 
a dedicated
 
Climate-Related
 
&
 
Environmental
 
Risks
 
Materiality
 
Assessment
 
document
 
was
created,
outlining
 
the
 
Climate-Related
 
and
 
Environmental
 
(CR&E)
 
Risks’
 
Materiality
 
Assessment
 
of
Eurobank Group.
47.
 
Adopting a strategic approach for the management of risks and the identification of opportunities in relation
to sustainability and climate change, the Bank follows,
 
and accelerates where possible, a detailed roadmap
prioritizing
 
actions
 
for
 
the
 
effective
 
management
 
of
 
climate-related
 
&
 
environmental
 
(CR&E)
 
risk
 
in
 
 
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alignment
 
with
 
the
 
supervisory
 
expectations
 
included
 
at
 
the
 
ECB
 
Guide
 
on
 
Climate
-Related
 
and
Environmental Risks.
 
Also, the IA
 
is informed and
 
follows up
 
the Climate
 
Risk Roadmap,
 
which has
 
been
agreed with the
 
supervisor.
 
The respective developments
 
are considered in
 
IA risk-based audit
 
approach.
With regard to the
 
banking activity of
 
HoldCo (i.e. Eurobank
 
S.A. or the Bank),
 
the Internal Audit
 
Group of
the Bank issued in 2023 one consulting report in the area (Pillar
 
III disclosures on ESG risk).
48.
 
The Group has updated
 
its governance structure
 
by introducing and
 
defining the roles and
 
responsibilities
in relation to
 
ESG and climate
 
related and environmental
 
risks, embedding regulatory guidelines
 
and market
practices
 
(both
 
for
 
transition
 
risk
 
and
 
physical
 
risk)
 
within
 
the
 
3
 
Lines
 
of
 
Defense.
 
Moreover,
 
the
HoldCo/Bank BoD has assigned an executive member as the responsible
 
BoD member for climate-related
and
 
environmental
 
risks.
 
The
 
same
 
member
 
chairs
 
the
 
Eurobank
 
ESG
 
Management
 
Committee,
established by
 
the Eurobank
 
CEO.As part
 
of his
 
duties, the
 
member responsible
 
updates the
 
Board Risk
Committee (BRC)
 
(in alignment
 
with the
 
BRC Terms
 
of Reference)
 
and the
 
Board of
 
Directors of
 
HoldCo
and Bank on climate change and environmental related risks
 
at least on a semi-annually basis.
49.
 
Committed
 
to
 
being
 
transparent
 
and
 
further
 
enhancing
 
its
 
ESG
 
approach
 
as
 
well
 
as
 
to
 
ensure
 
that
 
the
decision-making
 
is
 
in
 
line
 
with
 
environmental
 
protection
 
and
 
sustainability,
 
Eurobank
 
has
 
established
 
a
monitoring dashboard with appropriate
 
CR&E risks KPIs/ KRIs
 
that are reported
 
to the Senior
 
Management,
Management Body, as well as at Board level on a periodic basis, in order to
 
safeguard efficient oversight of
CR&E risks.
 
The Group also
 
developed and
 
approved its
 
CR&E Risks
 
Management Policy
 
which aims
 
at
fostering a
 
holistic understanding
 
of the
 
effects
 
of CR&E
 
risks
 
on its
 
business
 
model, as
 
well as
 
support
decision-making
 
regarding
 
these
 
matters
 
and
 
provide
 
a
 
robust
 
governance
 
under
 
its
 
Risk
 
Management
Framework.
 
Moreover,
 
the
 
ESG
 
Risk
 
Assessment
 
supports
 
Eurobank’s
 
business
 
strategy
 
and
 
ESG
 
risk
awareness and ensures adherence to the Group’s
 
risk appetite and credit policies.
 
Jawaid Mirza
AC Chairman
March 20, 2024
doc1p133i0
 
 
 
 
 
 
KPMG Certified Auditors S.A.
44 Syngrou Avenue
117 42 Athens, Greece
Telephone:
 
+30 210 60 62 100
Fax:
 
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KPMG Certified Auditors S.A., a Greek Societe Anonyme and a member
firm of the KPMG global organization of independent member firms affiliated
with KPMG International Limited, a private English company limited by
guarantee.All rights reserved.
Certified Auditors
GCR 001352601000
Independent Auditors’
 
Report
To
 
the Shareholders of
Eurobank Ergasias Services and Holdings S.A.
Report on the Audit of the Separate and Consolidated Financial Statements
Opinion
We
 
have
 
audited
 
the
 
accompanying
 
Separate
 
and
 
Consolidated
 
Financial
 
Statements
 
of
 
Eurobank
Ergasias
 
Services
 
and
 
Holdings
 
S.A.
 
(the
 
“Company”)
 
which
 
comprise
 
the
 
Separate
 
and
 
Consolidated
Balance
 
Sheet
 
as
 
at
 
31 December
 
2023,
 
the
 
Consolidated
 
Income
 
Statement,
 
the
 
Separate
 
and
Consolidated Statements of Comprehensive Income,
 
Changes in Equity and Cash Flow for the year
 
then
ended, and notes, comprising material accounting policies
 
and other explanatory information.
In our
 
opinion, the
 
accompanying
 
Separate and
 
Consolidated
 
Financial
 
Statements present
 
fairly,
 
in all
material
 
respects,
 
the
 
separate
 
and
 
consolidated
 
financial
 
position
 
of
 
Eurobank
 
Ergasias
 
Services
 
and
Holdings S.A.
 
and its
 
subsidiaries (the
 
“Group”) as
 
at 31 December
 
2023, its
 
separate and
 
consolidated
financial performance and
 
its separate and
 
consolidated cash flows
 
for the
 
year then ended,
 
in accordance
with International Financial Reporting Standards as adopted
 
by the European Union.
Basis for Opinion
We conducted our
 
audit in accordance with
 
International Standards on Auditing
 
(ISA), as incorporated in
Greek
 
legislation.
 
Our
 
responsibilities
 
under
 
those
 
standards
 
are
 
further
 
described
 
in
 
the
 
Auditors’
Responsibilities for the Audit of
 
the Separate and Consolidated Financial
 
Statements section of our
 
report.
We are independent of the
 
Company and the Group in
 
accordance with the International Ethics
 
Standards
Board for Accountants
 
International Code of Ethics
 
for Professional Accountants, as
 
incorporated in Greek
legislation, and with
 
the ethical requirements
 
that are relevant
 
to the audit
 
of the separate
 
and consolidated
financial statements
 
in Greece
 
and we
 
have fulfilled
 
our other
 
ethical responsibilities
 
in accordance
 
with
the
 
requirements
 
of
 
the
 
applicable
 
legislation.
 
We
 
believe
 
that
 
the
 
audit
 
evidence
 
we
 
have
 
obtained
 
is
sufficient and appropriate to provide a basis for our
 
opinion.
doc1p134i0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Key Audit Matters
Key audit
 
matters are
 
those matters,
 
that, in
 
our professional
 
judgment, were
 
of most
 
significance
in our audit of the Separate
 
and Consolidated Financial
 
Statements of the current period.
 
These
matters and the relevant significant assessed risks of material misstatement were addressed in
the context of our audit of the
 
Separate and Consolidated Financial
 
Statements as a whole, and
in forming our opinion thereon, and we do not provide a separate
 
opinion on these matters.
Impairment allowance on loans and advances at amortised cost
See
Notes 2.2.13
,
3.1
,
20
 
and
 
21
 
to the Consolidated Financial Statements.
The key audit matter
How the matter was addressed in our audit
Loans
 
and
 
advances
 
to
 
customers
 
at
amortized
 
cost
 
for
 
the
 
Group
 
amounted
 
to
EUR 42
 
773 million
 
as at
 
31 December 2023
(2022:
 
EUR
 
43
 
450
 
million)
 
and
 
impairment
allowance
 
for
 
expected
 
credit
 
losses
 
(“ECL”)
for the Group amounted to
 
EUR 1 258 million
as at 31
 
December 2023
 
(2022: 1 626
 
million).
The
 
estimation
 
of
 
expected
 
credit
 
losses
 
on
loans
 
and
 
advances
 
at
 
amortised
 
cost
involves
 
significant
 
judgment
 
and
 
estimates.
The
 
key
 
areas
 
where
 
we
 
identified
 
greater
levels
 
of
 
management
 
judgement
 
and
therefore, increased
 
levels of
 
audit focus
 
in the
Group’s estimation of ECL are:
 
Significant Increase
 
in Credit Risk
 
(“SICR”)
– The identification of qualitative
 
indicators
for
 
identifying
 
a
 
significant
 
increase
 
in
credit
 
risk
 
for
 
staging
 
classification
 
is
judgmental
 
taking
 
also
 
into
 
account
 
the
current
 
macroeconomic
 
and
 
geopolitical
uncertainty.
 
Model estimations – Inherently judgmental
modelling
 
and
 
assumptions
 
are
 
used
 
to
estimate
 
ECL
 
which
 
involves
 
determining
Probabilities of Default
 
(“PD”), Loss Given
Default (“LGD”), and Exposures
 
at Default
(“EAD”).
 
ECL
 
may
 
be
 
inappropriate
 
if
certain models or underlying assumptions,
Our audit procedures included, among others:
Controls testing:
We
 
tested
 
relevant
 
manual,
 
general
 
IT
 
and
automated
 
controls
 
over
 
key
 
systems
 
used
 
in
the ECL process.
Main
 
aspects
 
of
 
our
 
controls
 
testing
 
involved
evaluating the design and testing the operating
effectiveness of the key controls over the:
 
Completeness
 
and
 
accuracy
 
of
 
the
 
key
inputs into the IFRS 9 impairment models.
 
Application of the staging criteria.
 
Model validation.
 
Management adjustments.
Test
 
of details:
Key
 
aspects
 
of
 
our
 
testing
 
included,
 
among
others:
 
We performed substantive procedures
 
on a
sample
 
basis
 
in
 
order
 
to
 
assess the
 
SICR
assessment
 
for
 
both
 
corporate
 
and
 
retail
portfolios.
 
We
 
assessed
 
the
 
appropriateness
 
of
management
 
adjustments
 
to
 
the
 
model
driven
 
ECL
 
results,
 
by
 
considering
 
the
assumptions,
 
reviewing
 
calculations
 
and
doc1p134i0
 
 
 
 
 
their
 
application
 
or
 
data
 
used
 
do
 
not
accurately
 
predict
 
defaults
 
or
 
recoveries
over
 
time
 
or
 
fail
 
to
 
reflect
 
the
 
estimated
credit
 
losses
 
of
 
loans
 
and
 
advances
 
to
customers.
 
As
 
a
 
result,
 
certain
 
IFRS
 
9
models, model assumptions and
 
data, are
the
 
key
 
drivers
 
of
 
complexity
 
and
subjectivity in
 
the Group’s
 
calculation of
 
the
ECL estimate.
 
Management
 
adjustments
 
 
Adjustments
to the model-driven ECL results are raised
by
 
management
 
to
 
address
 
any
 
known
limitations
 
or
 
emerging
 
trends
 
as
 
well
 
as
risks
 
not
 
captured
 
by
 
models.
 
These
adjustments
 
are
 
inherently
 
uncertain
 
and
significant
 
management
 
judgement
 
is
involved especially
 
in relation
 
to the
 
current
macroeconomic
 
and
 
geopolitical
environment.
 
Macroeconomic
 
Forward
 
Looking
Information
 
scenarios
 
 
IFRS
 
9
 
requires
the Group
 
to measure
 
ECL on
 
an unbiased
forward-looking basis reflecting a
 
range of
future
 
economic
 
conditions.
 
Significant
management
 
judgement
 
is
 
applied
 
in
determining the
 
forward-looking economic
scenarios used,
 
the probability
 
weightings
associated
 
with
 
the
 
scenarios
 
and
 
the
complexity
 
of
 
models
 
used
 
to
 
derive
 
the
probability
 
weightings
 
applied
 
to
 
them,
especially
 
when
 
considering
 
the
 
current
macroeconomic
 
and
 
geopolitical
environment.
 
Individually
 
assessed
 
loans
 
–The
estimation of
 
future cash
 
flows, valuation
 
of
collateral
 
and
 
probability
 
weighting
 
of
scenarios constitute
 
assumptions with
 
high
estimation uncertainty.
Disclosures
 
in
 
the
 
Consolidated
 
Financial
Statements.
The
 
disclosures
 
regarding
 
the
 
Group’s
application
 
of
 
IFRS
 
9
 
are
 
key
 
for
 
the
understanding
 
of
 
the
 
significant
 
judgements
and material inputs to the
 
IFRS 9 ECL results,
as
 
well
 
as,
 
to
 
provide
 
transparency
 
of
 
the
credit risk exposures of the Group.
data
 
used
 
and
 
inspecting
 
the
 
governance
around these adjustments.
 
We
 
assessed
 
the
 
reasonableness
 
and
appropriateness
 
of
 
the
 
macroeconomic
variables’
 
forecasts,
 
scenarios,
 
weights,
and models
 
applied, with
 
the support
 
from
our
 
specialists.
 
Our
 
testing
 
included
benchmarking against external sources.
 
We
 
performed
 
substantive
 
procedures
 
to
assess
 
the
 
completeness and
 
accuracy of
critical data input used in the ECL models.
 
We
 
reperformed
 
ECL
 
calculations
 
for
lending
 
exposures
 
in
 
all
 
stages,
 
with
 
the
support
 
from
 
our
 
financial
 
risk
 
specialists
and on a sample basis.
 
We
 
performed
 
substantive
 
procedures
 
to
assess
 
the
 
reasonableness
 
of
 
significant
assumptions
 
used
 
in
 
the
 
measurement
 
of
impairment
 
of
 
individually
 
assessed
 
credit
impaired
 
exposures,
 
including
 
the
assumptions
 
used
 
to
 
estimate
 
discounted
future
 
cash
 
flows
 
and
 
the
 
valuation
 
of
collaterals for
 
which we
 
have engaged
 
our
real estate valuation specialists.
Our financial risk specialists assisted with the:
 
Assessment
 
of
 
the
 
Group’s
 
impairment
methodologies conceptual soundness.
 
Assessment
 
of
 
the
 
Group’s
 
impairment
methodologies
 
implementation
 
by
evaluating the risk
 
parameter models used
as
 
well
 
as,
 
reperforming the
 
calculation
 
of
certain risk parameters, on a sample basis.
Assessing disclosures:
 
We
 
evaluated
 
the
 
adequacy
 
and
appropriateness
 
of
 
the
 
disclosures
 
in
 
the
Financial
 
Statements
 
that
 
address
 
the
uncertainty which
 
exists when
 
determining
the ECL. In addition, we assessed whether
the
 
disclosure
 
of
 
the
 
key
 
judgements
 
and
assumptions
 
was
 
sufficiently
 
clear
 
and
explanatory.
doc1p134i0
 
 
 
 
 
 
 
 
 
 
 
Recognition of deferred tax assets
See
Notes 2.2.16
,
3.5
 
and
 
13
 
to the Consolidated Financial Statements.
The key audit matter
How the matter was addressed in our audit
The
 
Group
 
has
 
recognized
 
deferred
 
tax
assets
 
of
 
EUR
 
3
 
991
 
million
 
as
 
at
31 December 2023 (2022: 4 161 million).
The
 
recognition
 
and
 
measurement
 
of
deferred
 
tax
 
assets
 
is
 
considered
 
a
 
key
audit matter as
 
it depends on
 
estimates of
future
 
profitability,
 
which
 
requires
significant
 
judgement
 
and
 
includes
 
the
risk of management bias.
Significant
 
judgement
 
and
 
especially
complex assumptions
 
and method,
 
due to
inherent
 
uncertainties
 
relate
 
to
 
the
following:
The
 
extent
 
that
 
there
 
are
 
probable
future taxable profits that will
 
allow the
deferred
 
tax
 
asset
 
amount
 
to
 
be
recovered in the foreseeable future.
Forecast of future taxable
 
profit, which
is mainly impacted by macroeconomic
forward-looking information.
Disclosures in the Consolidated Financial
Statements
The
 
disclosures
 
regarding
 
the
 
Group’s
application
 
of
 
the
 
Standards
 
in
 
this
 
area
are
 
key for
 
the
 
understanding of
 
the
 
key
judgements
 
surrounding
 
the
recoverability of deferred tax assets.
Our
 
audit
 
procedures,
 
included,
 
among
 
others
 
the
following:
We assessed the design and implementation of
controls
 
relevant
 
to
 
the
 
recognition
 
and
recoverability
 
of
 
deferred
 
tax
 
assets
 
including
the
 
approval
 
of
 
three-year
 
business
 
plan
 
and
monitoring of actual results against budgeted.
We
 
evaluated
 
the
 
appropriateness
 
of
 
the
assumptions
 
used
 
by
 
management
 
in
 
the
approved
 
three-year
 
business
 
plan
 
by
comparing the
 
revenue and
 
growth projections
to industry
 
trends and
 
ensuring consistency
 
with
strategic
 
plans.
 
We
 
also
 
evaluated
 
the
appropriateness
 
of
 
the
 
assumptions
 
used
 
and
the reasonableness of projections
 
for the period
that
 
lies
 
beyond
 
the
 
approved
 
three-year
business plan.
We assessed the accuracy of
 
forecasted future
taxable
 
profits
 
by
 
evaluating
 
the
 
accuracy
 
of
management’s
 
projections
 
of
 
prior
 
year
 
by
comparing them to actual results.
We
 
tested
 
the
 
accuracy
 
of
 
the
 
relevant
underlying
 
data
 
of
 
the
 
estimate,
 
including
 
the
conversion
 
of
 
future
 
accounting
 
profits
 
to
taxable profits.
Our
 
tax
 
specialists
 
assisted
 
to
 
confirm
 
the
completeness and
 
accuracy of
 
the relevant
 
tax
adjustments that produce the taxable results.
Assessing disclosures:
We evaluated the adequacy
 
and appropriateness of
the
 
disclosures
 
in
 
the
 
Consolidated
 
Financial
Statements
 
that
 
address
 
the
 
deferred
 
tax
 
asset
recoverability. In addition, we assessed whether the
disclosures of
 
the key
 
judgements and
 
assumption
were sufficiently clear and explanatory.
doc1p134i0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Use of IT systems relevant to the financial information
The key audit matter
How the matter was addressed in our audit
The Group’s
 
financial reporting
 
processes
are
 
dependent
 
to
 
a
 
large
 
extent
 
on
information
 
produced
 
by
 
the
 
Group’s
Information
 
Technology
 
(IT)
 
systems,
and/or automated processes
 
and controls
(i.e.
 
calculations,
 
reconciliations)
implemented in these systems.
The
 
above
 
is
 
a
 
key
 
audit
 
matter
 
as
 
the
Group’s
 
financial
 
reporting
 
systems
 
rely
heavily
 
on
 
complex
 
information
 
systems
that
 
process
 
very
 
large
 
number
 
of
transactions.
 
These
 
IT
 
systems
 
function
based
 
on
 
the
 
operating
 
effectiveness
 
of
internal
 
controls
 
in
 
place
 
to
 
assure
 
the
completeness
 
and
 
accuracy
 
as
 
well
 
as
the
 
security
 
of
 
the
 
information
 
of
 
the
Group
 
that
 
produce
 
eventually
 
the
financial information to be included
 
in the
Consolidated Financial Statements.
We have evaluated
 
in collaboration
 
with our IT
 
Audit
specialists the general controls
 
over the IT systems,
databases
 
and
 
applications
 
that
 
support
 
the
financial reporting process of the Group.
For
 
this
 
purpose,
 
we
 
performed
 
procedures
 
as
follows:
We
 
evaluated
 
the
 
information
 
security
resilience of
 
the Group
 
by evaluating
 
the design
of key IT processes and
 
controls over financial
reporting.
We
 
evaluated
 
the
 
design
 
of
 
the
 
relevant
preventative and
 
detective general
 
IT
 
controls
over administration of
 
access to programs
 
and
data for the systems in
 
scope of our audit and,
we tested
 
the operating
 
effectiveness of
 
these
relevant controls.
We evaluated
 
the design
 
of the
 
relevant general
IT
 
controls
 
of
 
the
 
Group
 
over
 
program
development,
 
program
 
change
 
management
and
 
computer
 
operations
 
for
 
the
 
systems
 
in
scope of our audit and, we
 
tested the operating
effectiveness of these relevant controls.
Other Information
The Board of Directors is responsible
 
for the other information. The other
 
information comprises
the
 
information included
 
in the
 
Board of
 
Directors’ Report,
 
for
 
which reference
 
is made
 
in the
“Report on Other Legal and Regulatory Requirements” and the Declarations of the Members of
the Board of
 
Directors but
 
does not
 
include the
 
Separate and
 
Consolidated Financial
 
Statements
and our Auditors’ Report thereon.
Our opinion
 
on the
 
Separate and
 
Consolidated Financial Statements
 
does not
 
cover the
 
other
information and we do not express any form of assurance
 
conclusion thereon.
In
 
connection
 
with
 
our
 
audit
 
of
 
the
 
Separate
 
and
 
Consolidated
 
Financial
 
Statements,
 
our
responsibility
 
is
 
to
 
read
 
the
 
other
 
information
 
and,
 
in
 
doing
 
so,
 
consider
 
whether
 
the
 
other
information is materially inconsistent with
 
the Separate and Consolidated Financial
 
Statements
doc1p134i0
 
 
 
 
 
 
 
 
or our
 
knowledge obtained
 
in the
 
audit, or
 
otherwise appears
 
to be
 
materially misstated.
 
If, based
on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in
 
this regard.
Responsibilities
 
of
 
the
 
Board
 
of
 
Directors
 
and
 
Those
 
Charged
 
with
 
Governance
for the Separate and Consolidated Financial Statements
The Board
 
of Directors is
 
responsible for the
 
preparation and fair
 
presentation of the
 
Separate
and
 
Consolidated
 
Financial
 
Statements
 
in
 
accordance
 
with
 
International
 
Financial
 
Reporting
Standards
 
as
 
adopted
 
by
 
the
 
European
 
Union,
 
and
 
for
 
such
 
internal
 
control
 
as
 
the
 
Board
 
of
Directors
 
determines
 
is
 
necessary
 
to
 
enable
 
the
 
preparation
 
of
 
separate
 
and
 
consolidated
financial statements that are free from material misstatement,
 
whether due to fraud or error.
In
 
preparing
 
the
 
Separate
 
and
 
Consolidated
 
Financial
 
Statements,
 
the
 
Board
 
of
 
Directors
 
is
responsible for assessing
 
the Company’s and
 
the Group’s ability
 
to continue as
 
a going concern,
disclosing, as applicable, matters related
 
to going concern and using the
 
going concern basis of
accounting unless the Board of
 
Directors either intends to
 
liquidate the Company and
 
the Group
or to cease operations, or has no realistic alternative but to do
 
so.
The
 
Audit
 
Committee
 
of
 
the
 
Company
 
is
 
responsible
 
for
 
overseeing
 
the
 
Company’s
 
and
 
the
Group’s financial reporting process.
Auditor’s
 
Responsibilities
 
for
 
the
 
Audit
 
of
 
the
 
Separate
 
and
 
Consolidated
Financial Statements
Our
 
objectives
 
are
 
to
 
obtain
 
reasonable
 
assurance
 
about
 
whether
 
the
 
Separate
 
and
Consolidated Financial
 
Statements as
 
a whole
 
are free
 
from material
 
misstatement, whether
 
due
to fraud
 
or error,
 
and to
 
issue an
 
auditors’ report
 
that includes
 
our opinion.
 
Reasonable assurance
is a high
 
level of assurance, but
 
is not a
 
guarantee that an audit
 
conducted in accordance with
ISAs
 
which
 
have
 
been
 
incorporated
 
in
 
Greek
 
legislation
 
will
 
always
 
detect
 
a
 
material
misstatement
 
when
 
it
 
exists. Misstatements
 
can arise
 
from
 
fraud
 
or
 
error and
 
are
 
considered
material if, individually
 
or in
 
the aggregate, they
 
could reasonably be
 
expected to influence the
economic decisions of
 
users taken on
 
the basis of
 
these Separate and
 
Consolidated Financial
Statements.
As part of an audit in accordance with ISAs, which have
 
been incorporated in Greek legislation,
we exercise
 
professional judgment
 
and maintain professional
 
skepticism throughout the
 
audit.
We also:
 
Identify
 
and
 
assess
 
the
 
risks
 
of
 
material
 
misstatement
 
of
 
the
 
separate
 
and
 
consolidated
financial statements,
 
whether due
 
to fraud
 
or error,
 
design and
 
perform audit
 
procedures
responsive
 
to
 
those
 
risks,
 
and
 
obtain
 
audit
 
evidence
 
that
 
is
 
sufficient
 
and
 
appropriate
 
to
provide a basis
 
for our opinion. The
 
risk of not
 
detecting a material misstatement resulting
from fraud
 
is higher
 
than for
 
one resulting
 
from error, as
 
fraud may
 
involve collusion,
 
forgery,
intentional omissions, misrepresentations, or the override of internal control.
 
Obtain
 
an
 
understanding of
 
internal
 
control
 
relevant
 
to
 
the
 
audit
 
in
 
order
 
to
 
design
 
audit
doc1p134i0
 
 
 
procedures that are appropriate in
 
the circumstances, but not
 
for the purpose of expressing
an opinion on the effectiveness of the Company’s and the Group’s internal control.
 
Evaluate
 
the
 
appropriateness
 
of
 
accounting
 
policies
 
used
 
and
 
the
 
reasonableness
 
of
accounting estimates and related disclosures made by the Board of Directors.
 
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis
of
 
accounting and,
 
based on
 
the audit
 
evidence obtained,
 
whether a
 
material uncertainty
exists related to events or conditions
 
that may cast significant doubt on
 
the Company’s and
the Group’s ability
 
to continue
 
as a going
 
concern. If we
 
conclude that
 
a material
 
uncertainty
exists, we are required to draw attention in our auditors’ report to the related disclosures in
the Separate
 
and Consolidated
 
Financial Statements
 
or, if such disclosures
 
are inadequate,
to modify our opinion. Our conclusions are based on the
 
audit evidence obtained up to the
date of our auditors’ report. However,
 
future events or conditions may cause the Company
or the Group to cease to continue as a going concern.
 
Evaluate the overall presentation, structure, and content of the Separate and Consolidated
Financial Statements,
 
including the
 
disclosures, and
 
whether the
 
separate and
 
consolidated
financial
 
statements
 
represent
 
the
 
underlying
 
transactions
 
and
 
events
 
in
 
a
 
manner
 
that
achieves fair presentation.
 
Obtain sufficient
 
appropriate audit
 
evidence regarding
 
the financial
 
information of
 
the entities
or
 
business
 
activities
 
within
 
the
 
Group
 
to
 
express
 
an
 
opinion
 
on
 
these
 
Consolidated
Financial Statements.
 
We are
 
responsible for
 
the direction,
 
supervision, and
 
performance
of the group audit. We remain solely responsible for our audit opinion.
 
We
 
communicate
 
with
 
those
 
charged
 
with
 
governance
 
regarding,
 
among
 
other
 
matters,
 
the
planned
 
scope
 
and
 
timing
 
of
 
the
 
audit
 
and
 
significant
 
audit
 
findings,
 
including any
 
significant
deficiencies in internal control that we identify during our audit.
We also
 
provide those
 
charged with
 
governance with
 
a statement
 
that we
 
have complied
 
with
relevant
 
ethical
 
requirements
 
regarding
 
independence
 
and
 
communicate
 
with
 
them
 
all
relationships and
 
other matters
 
that may
 
reasonably be
 
thought to
 
bear on
 
our independence,
and where applicable, related safeguards.
From
 
the
 
matters
 
communicated
 
with
 
those
 
charged
 
with
 
governance,
 
we
 
determine
 
those
matters that
 
were of most
 
significance in the
 
audit of the
 
Separate and Consolidated
 
Financial
Statements
 
of
 
the
 
current
 
period
 
and
 
are
 
therefore the
 
key
 
audit
 
matters. We
 
describe
 
these
matters
 
in
 
our
 
auditors’
 
report
 
unless
 
law
 
or
 
regulation
 
precludes
 
public
 
disclosure
 
about
 
the
matter
 
or
 
when,
 
in
 
extremely
 
rare
 
circumstances,
 
we
 
determine
 
that
 
a
 
matter
 
should
 
not
 
be
communicated in our report
 
because the adverse consequences of
 
doing so would reasonably
be expected to outweigh the public interest benefits of such
 
communication.
Report on Other Legal and Regulatory Requirements
1
Board of Directors’ Report
The Board of Directors is responsible for the preparation of the Board of Directors’ Report and
the Corporate
 
Governance Statement
 
that is
 
included in
 
this report.
 
Our opinion
 
on the
 
financial
doc1p134i0
 
 
 
 
 
 
 
 
 
 
 
 
statements
 
does
 
not
 
cover
 
the
 
Board
 
of
 
Directors’
 
Report
 
and
 
we
 
do
 
not
 
express
 
an
 
audit
opinion thereon. Our
 
responsibility is to
 
read the
 
Board of
 
Directors’ Report and,
 
in doing
 
so,
consider
 
whether,
 
based
 
on
 
our
 
financial
 
statements
 
audit
 
work,
 
the
 
information
 
therein
 
is
materially misstated
 
or inconsistent
 
with the
 
financial statements
 
or our
 
audit knowledge.
 
Based
solely
 
on
 
that
 
work
 
pursuant
 
to
 
the
 
provisions
 
of
 
paragraph 5
 
of
 
Article 2
 
of
 
L. 4336/2015
(part B), we note that:
a)
 
The
 
Board
 
of
 
Directors’
 
Report
 
includes
 
a
 
Corporate
 
Governance
 
Statement
 
which
provides the information set by Article 152 of L. 4548/2018.
b)
 
In our
 
opinion, the Board
 
of Directors’ Report
 
has been prepared
 
in accordance with
 
the
applicable legal requirements of Articles 150-151 and 153-154 and of paragraph
 
1 (cases
c and d) of
 
article 152 of L. 4548/2018
 
and its contents
 
correspond with the
 
accompanying
Separate and Consolidated Financial Statements for the year ended
 
31 December 2023.
c)
 
Based on
 
the knowledge
 
acquired during
 
our audit,
 
relating to
 
Eurobank Ergasias
 
Services
and Holdings S.A. and
 
its environment, we have
 
not identified any material
 
misstatements
in the Board of Directors’ Report.
2
 
Additional Report to the audit Committee
Our audit
 
opinion on
 
the Separate
 
and Consolidated
 
Financial Statements
 
is consistent
 
with
the Additional Report to the Audit Committee of the Company dated 29
 
March 2024, pursuant
to the requirements of article 11 of the Regulation 537/2014 of the European Union (EU).
3
 
Provision of non Audit Services
We have
 
not provided to
 
the Company and
 
its subsidiaries any
 
prohibited non-audit services
referred to in article 5 of Regulation (EU) 537/2014.
The permissible non-audit services that
 
we have provided to the Company
 
and its subsidiaries
during
 
the
 
year
 
ended
 
31 December
 
2023
 
are
 
disclosed
 
in
 
Notes
 
20
 
and
 
46
 
of
 
the
accompanying Separate and Consolidated Financial Statements,
 
respectively.
4
 
Appointment of Auditors
We were
 
appointed for
 
the first
 
time as
 
Certified Auditors
 
of the
 
Company based
 
on the
 
decision
of
 
the
 
Annual
 
General
 
Shareholders’
 
Meeting
 
dated
 
10
 
July
 
2018.
 
From
 
then
 
onwards
 
our
appointment
 
has
 
been
 
renewed
 
uninterruptedly
 
for
 
a
 
total
 
period
 
of
 
six
 
years
 
based
 
on
 
the
annual decisions of the General Shareholders’ Meeting.
5
 
Operations Regulation
doc1p134i0
 
 
 
The Company
 
has an
 
Operations Regulation
 
in accordance
 
with the
 
content provided
 
by the
provisions of the article 14 of L. 4706/2020.
6
 
Assurance Report on the European Single Electronic Reporting Format
We examined the
 
digital files of
 
the company Eurobank Ergasias
 
Services and Holdings
 
S.A.
(the Company
 
or/and Group),
 
which were
 
prepared in
 
accordance with
 
the European
 
Single
Electronic
 
Format
 
(ESEF)
 
that
 
is
 
determined
 
by
 
the
 
Commission
 
Delegated
 
Regulation
(EU) 2019/815,
 
as
 
amended
 
by
 
the
 
Regulation (EU) 2020/1989
 
(the
 
ESEF
 
Regulation)
 
that
include the
 
Separate and Consolidated
 
Financial Statements of
 
the Company and
 
the Group
for the year ended as at 31 December 2023 in XHTML format (JEUVK5RWVJEN8W0C9M24-
2023-12-31-en.xhtml),
 
and
 
also
 
the
 
file
 
XBRL
 
(JEUVK5RWVJEN8W0C9M24-2023-12-31-
en.zip) with the
 
appropriate mark-up of
 
the those consolidated
 
financial statements, including
of the Notes to the Consolidated Financial Statements.
Regulatory framework
The digital files of the European Single Electronic Format are prepared in accordance with the
ESEF Regulation and the 2020/C
 
379/01 Commission Interpretative Communication
 
issued on
10 November 2020,
 
as required
 
by the
 
L. 3556/2007 and
 
the relevant
 
announcements of
 
the
Hellenic Capital Markets Commission and the
 
Athens Stock Exchange (the “ESEF Regulatory
Framework”).
This Framework includes in summary, among others, the following requirements:
 
All the annual financial reports must be prepared in XHTML format.
 
 
With
 
respects
 
to
 
the
 
consolidated
 
financial
 
statements
 
based
 
on
 
International Financial
Reporting Standards (IFRS), the financial information that is included in the Consolidated
Balance
 
Sheet,
 
Consolidated
 
Statements
 
of
 
Income
 
and
 
Comprehensive
 
Income,
Changes in Equity
 
and Cash Flow,
 
as well as
 
in the Notes
 
to the Consolidated
 
Financial
Statements, must be
 
marked up with
 
XBRL tags, in
 
accordance with
 
the ESEF Taxonomy,
as in force.
 
The technical
 
requirements for the
 
ESEF, including the relevant taxonomy, are
included
 
in
 
the
 
ESEF
 
Regulatory
 
Technical
 
Standards,
 
including
 
of
 
the
 
Notes
 
to
 
the
Consolidated Financial Statements.
The requirements
 
as defined
 
in the
 
ESEF Regulatory
 
Framework as
 
in force
 
are appropriate
criteria in order to express a reasonable assurance conclusion.
Responsibilities of the Board of Directors and those charged with governance
The
 
Board
 
of
 
Directors
 
is
 
responsible
 
for
 
the
 
preparation
 
and
 
filing
 
of
 
the
 
Separate
 
and
Consolidated Financial
 
Statements of
 
the Company
 
and the
 
Group, for
 
the year
 
ended as
 
at
31 December 2023, in accordance with the requirements determined by
 
the ESEF Regulatory
Framework, and for such internal control as the Board
 
of Directors determines is necessary to
enable the preparation of
 
digital files that are
 
free from material misstatement, whether
 
due to
fraud or error.
Auditors’ Responsibilities
Our
 
responsibility
 
is
 
the
 
planning
 
and
 
the
 
execution
 
of
 
this
 
assurance
 
engagement
 
in
doc1p134i0
accordance
 
with
 
the
 
214/4/11-02-2022
 
Decision
 
of
 
the
 
Hellenic
 
Accounting
 
and
 
Auditing
Standards Oversight
 
Board and
 
the
 
Guidelines for
 
the
 
assurance engagement
 
and report
 
of
Certified Auditors on the
 
European Single Electronic Reporting Format
 
(ESEF) of issuers with
shares listed in a
 
regulated market in
 
Greece”, as these
 
were issued by
 
the Institute of
 
Certified
Public Accountants of Greece on 14 February 2022 (the
 
“ESEF Guidelines”), in order to obtain
reasonable
 
assurance
 
that
 
the
 
Separate
 
and
 
Consolidated
 
Financial
 
Statements
 
of
 
the
Company and
 
the Group
 
that are
 
prepared by
 
the the
 
Board of
 
Directors of
 
the Company
 
in
accordance with
 
the ESEF
 
comply in
 
all material
 
respects with
 
the ESEF
 
Regulatory Framework
as in force.
Our
 
work
 
was
 
performed
 
in
 
accordance
 
with
 
the
 
International
 
Ethics
 
Standards
 
Board
 
for
Accountants’
 
Code
 
of
 
Ethics
 
for
 
Professional
 
Accountants,
 
as
 
it
 
has
 
been
 
incorporated
 
into
Greek legislation
 
and we
 
have also
 
fulfilled our
 
independence requirements,
 
in accordance
 
with
the L. 4449/2017 and the Regulation (EU) 537/2014.
The
 
assurance work
 
that
 
we
 
carried out
 
refers exclusively
 
to
 
the
 
ESEF Guidelines
 
and
 
was
conducted in
 
accordance with
 
the International
 
Standard on
 
Assurance Engagements
 
3000,
“Assurance
 
Engagements
 
other
 
than
 
Audits
 
or
 
Reviews
 
of
 
Historical
 
Financial
 
Information”.
Reasonable
 
assurance
 
is
 
a
 
high
 
level
 
of
 
assurance
 
but
 
is
 
not
 
a
 
guarantee
 
that
 
such
 
an
assurance engagement will always detect
 
a material misstatement regarding non-compliance
with the requirements of the ESEF Regulation.
Conclusion
Based
 
on
 
the
 
procedures performed
 
and the
 
evidence obtained,
 
we
 
express the
 
conclusion
that the
 
Separate and Consolidated
 
Financial Statements of
 
the Company and
 
the Group
 
for
the
 
year
 
ended
 
as
 
of
 
31 December
 
2023
 
in
 
XHTML
 
format
 
(JEUVK5RWVJEN8W0C9M24-
2023-12-31-en.xhtml),
 
and
 
the
 
XBRL
 
file
 
(JEUVK5RWVJEN8W0C9M24-2023-12-31-en.zip)
marked up with respects to
 
the Consolidated Financial Statements, including the Notes to
 
the
Consolidated Financial
 
Statements, have
 
been prepared,
 
in all
 
material respects,
 
in accordance
with the requirements of the ESEF Regulatory Framework.
Athens, 29 March 2024
KPMG Certified Auditors S.A.
AM SOEL 114
Harry Sirounis, Certified Auditor
 
AM SOEL 19071
doc1p143i3 doc1p143i4 doc1p143i2
CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
 
31 DECEMBER 2023
8 Othonos Str, Athens
 
105 57,
 
Greece
eurobankholdings.gr,
 
Tel.: (+30) 214 40 61000
General Commercial
 
Registry No: 000223001000
 
 
doc1p144i0 doc1p144i1
.
 
.
 
Index to the Consolidated Financial Statements ................................................................................................
 
................................ Page
Consolidated Balance Sheet ................................................................................................................................
 
.....................................
 
1
Consolidated Income Statement ................................................................................................
 
..............................................................
 
2
Consolidated Statement of Comprehensive
 
Income ................................................................................................................................
 
3
Consolidated Statement of Changes in Equity ..........................................................................................................................................
 
4
Consolidated Cash Flow Statement .......................................................................................................................................................... 5
Notes to the Consolidated Financial Statements
1.
 
General information ................................................................................................
 
........................................................................
 
6
2.
 
Basis of preparation and material accounting
 
policies
 
.................................................................................................................... 6
2.1
 
Basis of preparation .........................................................................................................................................................................
 
6
2.2
 
Material accounting policies ..........................................................................................................................................................
 
11
2.3
 
Impact of IFRS 17 adoption by a Group’s
 
associate
 
....................................................................................................................... 39
3.
 
Critical accounting estimates and judgments
 
in applying accounting policies ..............................................................................
 
40
4.
 
Capital Management ................................................................................................................................
 
.....................................
 
49
5.
 
Financial risk management and fair value ................................................................................................
 
.....................................
 
52
5.2.1 Credit Risk ......................................................................................................................................................................................
 
54
5.2.2 Market risk
 
................................................................................................................................................................
 
.....................
 
87
5.2.3 Liquidity risk
 
................................................................................................................................................................
 
...................
 
92
5.2.4 Interest Rate Benchmark reform
 
-IBOR reform ..............................................................................................................................
 
95
5.2.5 Climate-related and environmental
 
risks ...................................................................................................................................... 95
5.3
 
Fair value of financial assets and liabilities ....................................................................................................................................
 
96
6.
 
Net interest income ..................................................................................................................................................................... 100
7.
 
Net banking fee and commission income ....................................................................................................................................
 
101
8.
 
Income from non banking services ..............................................................................................................................................
 
102
9.
 
Net trading income and gains less losses from investment
 
securities ........................................................................................ 102
10.
 
Other income/ (expenses) ........................................................................................................................................................... 103
11.
 
Operating expenses ..................................................................................................................................................................... 103
12.
 
Other impairments, risk provisions and restructuring costs ........................................................................................................
 
105
13.
 
Income tax ................................................................................................................................................................................... 105
14.
 
Earnings per share ................................................................................................................................................................
 
.......
 
109
15.
 
Cash and balances with central banks .........................................................................................................................................
 
110
16.
 
Cash and cash equivalents and other information
 
on cash flow statement
 
................................................................................
 
111
17.
 
Due from credit institutions
 
......................................................................................................................................................... 111
18.
 
Securities held for trading................................................................
 
............................................................................................
 
112
19.
 
Derivative financial instruments and hedge
 
accounting.............................................................................................................. 112
20.
 
Loans and advances to customers ............................................................................................................................................... 116
 
 
doc1p144i0 doc1p144i1
.
 
.
 
21.
 
Impairment allowance for loans and advances to
 
customers .....................................................................................................
 
120
22.
 
Investment securities
 
................................................................................................................................................................
 
...
 
122
23.
 
Group composition ......................................................................................................................................................................
 
125
23.1. Shares in subsidiaries
 
................................................................................................................................................................
 
...
 
125
23.2. Acquisition of BNP Paribas Personal Finance Bulgaria
 
by Eurobank Bulgaria A.D. ......................................................................
 
129
24.
 
Investments in associates and joint
 
ventures
 
.............................................................................................................................. 130
25.
 
Structured Entities .......................................................................................................................................................................
 
134
26.
 
Property and equipment ................................................................................................
 
.............................................................
 
137
27.
 
Investment property ....................................................................................................................................................................
 
138
28.
 
Intangible assets .......................................................................................................................................................................... 140
29.
 
Other assets
 
................................................................................................................................................................
 
.................
 
140
30.
 
Disposal groups classified as held for sale and discontinued
 
operations ....................................................................................
 
141
31.
 
Due to central banks ....................................................................................................................................................................
 
143
32.
 
Due to credit institutions .............................................................................................................................................................
 
143
33.
 
Due to customers
 
................................................................................................................................................................
 
.........
 
143
34.
 
Debt securities in issue ................................................................................................................................................................
 
143
35.
 
Other liabilities ................................................................................................................................
 
............................................
 
145
36.
 
Standard legal staff retirement
 
indemnity obligations and termination benefits .......................................................................
 
146
37.
 
Share capital, share premium and treasury shares ................................
 
.....................................................................................
 
148
38.
 
Reserves and retained earnings
 
................................................................................................................................................... 149
39.
 
Share options
 
................................................................................................................................................................
 
...............
 
150
40.
 
Transfers
 
of financial assets
 
......................................................................................................................................................... 151
41.
 
Leases ................................................................................................................................................................
 
..........................
 
152
42.
 
Contingent liabilities and other commitments ............................................................................................................................ 154
43.
 
Operating segment information .................................................................................................................................................. 155
44.
 
Post balance sheet events ................................................................................................................................
 
...........................
 
159
45.
 
Related parties
 
................................................................................................................................................................
 
.............
 
159
46.
 
External Auditors ................................................................................................................................................................
 
.........
 
161
47.
 
Board of Directors
 
................................................................................................................................................................
 
........
 
162
APPENDIX – Disclosures under Law 4261/2014 ................................................................
 
...................................................................
 
163
 
 
 
doc1p144i0 doc1p144i1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Balance Sheet
 
.
1
|
Page
 
31 December 2023 Consolidated Financial Statements
31 December
2023
2022
Restated ⁽¹⁾
Note
€ million
€ million
ASSETS
Cash and balances with central banks
15
10,943
14,994
Due from credit institutions
17
2,354
1,329
Securities held for trading
18
379
134
Derivative financial instruments
19
881
1,185
Loans and advances to customers
20
41,545
41,677
Investment securities
22
14,710
13,261
Investments in associates and joint ventures
24
541
187
Property and equipment
26
773
775
Investment property
27
1,357
1,410
Intangible assets
28
334
297
Deferred tax assets
13
3,991
4,161
Other assets
29
1,767
1,980
Assets of disposal groups classified as held for sale
30
206
84
Total assets
79,781
81,474
LIABILITIES
Due to central banks
31
3,771
8,774
Due to credit institutions
32
3,078
1,814
Derivative financial instruments
19
1,450
1,661
Due to customers
33
57,442
57,239
Debt securities in issue
34
4,756
3,552
Other liabilities
35
1,385
1,702
Total liabilities
71,882
74,742
EQUITY
Share capital
37
818
816
Share premium
37
1,161
1,161
Reserves and retained earnings
38
5,920
4,660
Equity attributable to shareholders of the Company
7,899
6,637
Non controlling interests
0
95
Total equity
7,899
6,732
Total equity and liabilities
79,781
81,474
 
(1)
 
The comparative
 
information has
 
been restated
 
due to
 
the retrospective
 
application of
 
IFRS 17
 
by the
 
Group's associate
 
Eurolife FFH
 
Insurance
Group Holdings S.A. (note 2.3).
 
Notes on pages
6
 
to
162
 
form an integral part of these consolidated financial statements.
 
 
 
doc1p144i0 doc1p144i1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Income Statement
 
.
2
|
Page
 
31 December 2023 Consolidated Financial Statements
Year ended 31 December
2023
2022
Restated⁽¹⁾
Note
€ million
€ million
Interest income
4,454
2,226
Interest expense
 
(2,280)
(746)
Net interest income
6
2,174
1,480
Banking fee and commission income
570
554
Banking fee and commission expense
(123)
(127)
Net banking fee and commission income
7
447
427
Income from non banking services
 
8
97
95
Net trading income/(loss)
9
71
725
Gains less losses from investment securities
9
57
(9)
Other income/(expenses)
10
68
323
Operating income
2,914
3,041
Operating expenses
11
(915)
(857)
Profit from operations before impairments,
 
risk provisions and restructuring costs
1,999
2,184
Impairment losses relating to loans and
 
advances to customers
21
(412)
(276)
Other impairments, risk provisions and related costs
12
(96)
(103)
Restructuring costs
12
(37)
(89)
Share of results of associates and joint ventures
24
88
35
Profit before tax from continuing operations
1,542
1,751
Income tax
13
(261)
(406)
Net profit from continuing operations
1,281
1,345
Net profit/(loss) from discontinued operations
30
(153)
2
Net profit
1,128
1,347
Net profit/(loss) attributable to non controlling interests
(12)
0
Net profit attributable to shareholders
1,140
1,347
Earnings per share
-Basic and diluted earnings per share
 
14
0.31
0.36
Earnings per share from continuing operations
-Basic and diluted earnings per share
14
0.34
0.36
(1)
The comparative information has been adjusted
 
due to a) the retrospective application
 
of IFRS 17 by the Group’s
 
associate Eurolife FFH Insurance
Group Holdings S.A. (note 2.3) and b) the presentation of operations of Eurobank Direktna a.d. disposal group as discontinued (note 30).
Notes on pages
6
 
to
162
 
form an integral part of these consolidated financial statements.
 
 
 
doc1p144i0 doc1p144i1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Statement of Comprehensive Income
 
.
3
|
Page
 
31 December 2023 Consolidated Financial Statements
Year ended 31 December
2023
2022
Restated⁽¹⁾
€ million
€ million
Net profit
1,128
1,347
Other comprehensive income:
Items that are or may be reclassified subsequently to
 
profit or loss:
Cash flow hedges
- changes in fair value, net of tax
19
5
- transfer to net profit, net of tax
(21)
(2)
(5)
(0)
Debt securities at FVOCI
- changes in fair value, net of tax (note 22)
188
(547)
- transfer to net profit, net of tax (note 22)
(104)
84
222
(325)
Foreign currency translation
 
- foreign operations' translation differences
1
1
- transfer to net profit on the sale/liquidation of
 
foreign subsidiaries (note 23.1)
122
123
76
77
Associates and joint ventures
- changes in the share of other comprehensive
 
income, net of tax (note 24)
(4)
(4)
(2)
(2)
201
(250)
Items that will not be reclassified to profit or loss:
- Gains/(losses) from equity securities at
 
FVOCI, net of tax
18
24
- Actuarial gains/(losses) on post employment
 
benefit obligations, net of tax
(2)
4
16
28
Other comprehensive income
 
217
(222)
 
Total comprehensive
 
income attributable to:
Shareholders
- from continuing operations
1,371
1,127
- from discontinued operations
(15)
(1)
Non controlling interests
- from continuing operations
0
0
- from discontinued operations
(11)
(1)
1,345
1,125
(1)
 
The comparative information has been adjusted
 
due to a) the retrospective application of IFRS
 
17 by the Group’s
 
associate Eurolife FFH Insurance
Group Holdings S.A. (note 2.3) and b) the presentation of operations of Eurobank Direktna a.d. disposal group as discontinued (note 30).
Notes on pages
6
 
to
162
 
form an integral part of these consolidated financial statements
 
 
 
doc1p144i0 doc1p144i1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Statement of Changes in Equity
 
.
4
|
Page
 
31 December 2023 Consolidated Financial Statements
Share
 
capital
Share
 
premium
Reserves and
retained
earnings
Non
controlling
interests
Total
€ million
€ million
€ million
€ million
€ million
Balance at 1 January 2022
816
8,056
(3,333)
96
5,635
Restatement due to adoption of IFRS 17 by a Group's associate
(note 2.3)
-
 
-
 
(33)
-
 
(33)
Balance at 1 January 2022, as restated
816
8,056
(3,366)
96
5,602
Net profit (restated, note 2.3)
-
 
-
 
1,347
0
1,347
Other comprehensive income (restated note 2.3)
-
 
-
 
(221)
(1)
(222)
Total comprehensive income for
 
the
 
year ended 31 December 2022
-
 
-
 
1,126
(1)
1,125
Offsetting of equity accounts
-
 
(6,895)
6,895
-
 
-
 
Share options plan
 
0
0
4
-
 
4
Purchase/sale of treasury shares
 
-
 
-
 
1
-
 
1
0
(6,895)
6,900
-
 
5
Balance at 31 December 2022 (as restated)
816
1,161
4,660
95
6,732
Balance at 1 January 2023
816
1,161
4,660
95
6,732
Net profit
-
 
-
 
1,140
(12)
1,128
Other comprehensive income
-
 
-
 
216
1
217
Total comprehensive income for
 
the year ended 31 December 2023
-
 
-
 
1,356
(11)
1,345
Changes in participating interests in subsidiary undertakings
-
 
-
 
-
 
(83)
(83)
Share options plan (note 39)
1
0
7
-
 
8
Purchase/sale of treasury
 
shares (notes 37 and 38)
-
 
-
 
(100)
-
 
(100)
Other
-
 
-
 
(3)
-
 
(3)
1
0
(96)
(83)
(178)
Balance at 31 December 2023⁽¹⁾
818
1,161
5,920
0
7,899
Note 37
Note 37
Note 38
(1)
 
The changes in equity for the year ended 31 December 2023 do not sum to the totals provided due to rounding.
Notes on pages
6
 
to
162
 
form an integral part of these consolidated financial statements.
 
 
 
doc1p144i0 doc1p144i1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
Cash Flow Statement
 
.
5
|
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31 December 2023 Consolidated Financial Statements
Year ended 31 December
2023
2022
restated⁽¹⁾
Note
€ million
€ million
Cash flows from continuing operating activities
Profit before income tax from continuing operations
1,542
1,751
Adjustments for :
Impairment losses relating to loans and advances to customers
21
412
276
Other impairments, risk provisions and restructuring costs
12
133
192
Depreciation and amortisation
11
120
117
Other (income)/losses οn investment securities
16
 
(70)
 
(15)
Valuation of investment property
10
 
(6)
 
(34)
Other adjustments
16
 
(153)
 
(260)
1,978
2,027
Changes in operating assets and liabilities
Net (increase)/decrease in cash and balances with central banks
104
 
(246)
Net (increase)/decrease in securities held for trading
 
(260)
0
Net (increase)/decrease in due from credit institutions
 
(447)
1,048
Net (increase)/decrease in loans and advances to customers
 
(1,517)
 
(3,124)
Net (increase)/decrease in derivative financial instruments
 
 
(62)
868
Net (increase)/decrease in other assets
158
247
Net increase/(decrease) in due to central banks and
 
credit institutions
 
 
(3,637)
 
(2,073)
Net increase/(decrease) in due to customers
1,730
3,925
Net increase/(decrease) in other liabilities
 
 
(313)
155
 
(4,244)
800
Income tax paid
 
(64)
 
(45)
Net cash from/(used in) continuing operating activities
 
(2,330)
2,782
Cash flows from continuing investing activities
Acquisition of fixed and intangible assets
26,27,28
 
(140)
 
(153)
Proceeds from sale of fixed and intangible assets
26,27
33
121
(Purchases)/sales and redemptions of investment securities
 
(1,287)
 
(2,950)
Acquisition of subsidiaries, net of cash acquired
23
 
(440)
-
 
Acquisition of holdings in associates and joint ventures, participations in capital increases
24
 
(73)
-
 
Disposal of subsidiaries and merchant acquiring business, net of cash disposed
10,23,30
 
(425)
281
Disposal/liquidation of holdings in associates and joint ventures
24
3
26
Dividends from investment securities, associates and
 
joint ventures
16,24
15
21
Net cash from/(used in) continuing investing activities
 
(2,314)
 
(2,654)
Cash flows from continuing financing activities
(Repayments)/proceeds from debt securities in issue
16
1,048
1,059
Repayment of lease liabilities
41
 
(40)
 
(37)
(Purchase)/sale of treasury shares
 
and exercise of share options
37
 
(99)
1
Net cash from/(used in) continuing financing activities
909
1,023
Net increase/(decrease) in cash and cash equivalents from continuing operations
 
(3,735)
1,151
Net cash flows from discontinued operating activities
 
148
93
Net cash flows from discontinued investing activities
44
 
(3)
Net cash flows from discontinued financing activities
 
 
(1)
 
(3)
Effect of exchange rate
 
changes on cash and cash equivalents
1
1
Net increase/(decrease) in cash and cash equivalents from discontinued operations
192
88
Cash and cash equivalents at beginning of year
16
14,388
13,149
Cash and cash equivalents at end of year
16
10,845
14,388
(1)
 
The comparative information has been adjusted
 
due to a) the retrospective application of IFRS
 
17 by the Group’s
 
associate Eurolife FFH Insurance
Group Holdings S.A. (note 2.3) and b) the presentation of operations of Eurobank Direktna a.d. disposal group as discontinued (note 30).
Notes on pages
6
 
to
162
 
form an integral part of these consolidated financial statements.
 
 
doc1p144i0 doc1p144i1
Notes to the Consolidated Financial Statements
 
.
6
|
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31 December 2023 Consolidated Financial Statements
1.
 
General information
Eurobank Ergasias Services and Holdings S.A.
 
(the Company
 
or Eurobank
 
Holdings), which
 
is the
 
parent
 
company of
 
Eurobank S.A.
(the
 
Bank)
 
and
 
its
 
subsidiaries
 
(the
 
Group),
 
consisting
 
mainly
 
of
 
Eurobank
 
S.A.
 
Group,
are active in retail, corporate and private
banking, asset management, treasury, capital markets and other services.
The Group operates mainly in Greece and in Central and
Southeastern Europe.
The Company is incorporated in Greece
, with
 
its registered
 
office at
Othonos Street, Athens 105 57
 
and its
shares are listed on the Athens Stock Exchange.
These consolidated
 
financial statements,
 
which include the
 
Appendix, were
 
approved by
 
the Board
 
of Directors
 
on 28 March
 
2024.
The Independent Auditor’s Report of the Financial Statements
 
is included in the section B.I of the Annual Financial Report.
The website
 
address,
 
where the
 
annual
 
financial statements
 
of the
 
consolidated
 
non-listed
 
Company’s
 
subsidiaries are
 
uploaded,
along with the independent Auditors’ reports and the Board
 
of Directors’ Reports for these entities
 
is: www.eurobankholdings.gr.
2.
 
Basis of preparation and material accounting policies
The consolidated financial statements of the Group have been prepared on a
 
going concern basis and in
 
accordance with the material
accounting policies set out below:
2.1
 
Basis of preparation
The
 
consolidated
 
financial
 
statements
 
of
 
the
 
Group
 
have
 
been
 
prepared
 
in
 
accordance
 
with
 
International
 
Financial
 
Reporting
Standards
 
(IFRS) issued
 
by the
 
International
 
Accounting
 
Standards
 
Board
 
(IASB), as
 
endorsed by
 
the European
 
Union (EU),
 
and in
particular with those standards and interpretations, issued and
 
effective or issued and early adopted as
 
at the time of
 
preparing these
consolidated financial statements.
The consolidated
 
financial statements
 
are prepared
 
under the
 
historical
 
cost basis
 
except
 
for the
 
financial assets
 
measured at
 
fair
value through
 
other comprehensive
 
income, financial
 
assets and
 
financial liabilities
 
(including derivative
 
instruments) measured
 
at
fair-value-through-profit-or-loss
 
and investment property measured
 
at fair value.
The accounting policies for
 
the preparation of
 
the consolidated financial
 
statements of the
 
Group have been
 
consistently applied to
the years
 
2023 and
 
2022, after
 
taking into
 
account the
 
amendments in
 
IFRSs as
 
described in
 
section 2.1.1
 
(a) “New
 
and amended
standards
 
adopted
 
by
 
the
 
Group
 
as
 
of
 
1
 
January
 
2023”.
 
In
 
addition,
 
as
 
presented
 
in
 
notes
 
2.1.1
 
(a)
 
and
 
2.3,
 
the
 
comparative
information has
 
been restated
 
due to
 
the retrospective
 
application of
IFRS 17- Insurance
 
Contracts.
 
Where necessary,
 
comparative
figures have been adjusted to conform
 
to changes in presentation in the current year.
The preparation of financial
 
statements in accordance with IFRS
 
requires the use of
 
estimates and judgements that affect the
 
reported
amounts of assets
 
and liabilities and
 
disclosure of
 
contingent liabilities
 
at the date
 
of the consolidated
 
financial statements,
 
as well
as
 
the
 
reported
 
amounts
 
of
 
revenues
 
and
 
expenses
 
during
 
the
 
reporting
 
period.
 
Although
 
these
 
estimates
 
are
 
based
 
on
management's best knowledge of current events
 
and conditions, actual results ultimately may differ
 
from those estimates.
The Group’s presentation
 
currency is the Euro (€) being the functional currency of the parent company. Except
 
as indicated, financial
information presented in Euro
 
has been rounded to the nearest million. The figures
 
presented in the notes may not sum precisely to
the totals provided due to rounding.
 
 
Going concern considerations
The annual financial
 
statements have been prepared on
 
a going
 
concern basis, as
 
the Board of
 
the Directors considered as
 
appropriate,
taking into consideration the following:
Despite the
 
fragile international
 
environment,
 
the economies of
 
Greece, Bulgaria
 
and Cyprus remained
 
in expansionary
 
territory in
2023, overperforming
 
their European
 
Union (EU)
 
peers.
 
More specifically,
 
according
 
to provisional
 
data by
 
the Hellenic
 
Statistical
Authority (ELSTAT),
 
the Greek economy
 
expanded by
 
2% on an
 
annual basis in
 
2023 (2022: 5.6%),
 
driven by
 
increases in exports
 
of
goods and services, household
 
consumption, and fixed
 
investment. According
 
to its Winter
 
Economic Forecast
 
(February 2024), the
European Commission (EC) expects a GDP growth rate
 
of 2.3% in 2024 and 2025.
 
Amid strong base effects and easing energy prices,
the inflation rate, as measured by the annual change in the Harmonized Index of Consumer Prices (HICP) decelerated to 4.2% in 2023
from 9.3% in
 
2022 according to
 
ELSTAT,
 
with the EC forecasting
 
further de-escalation to
 
2.7% in 2024, and
 
2% in 2025. The
 
average
Notes to the Consolidated Financial Statements
 
.
7
|
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31 December 2023 Consolidated Financial Statements
 
 
 
doc1p144i0 doc1p144i1
quarterly unemployment rate decreased to
 
11.1% from 12.4% in 2022, with the International Monetary
 
Fund forecasts for 2024 and
2025 standing
 
at 9.2%
 
and 8.5%
 
in 2024
 
and 2025
 
respectively,
 
according to
 
its January
 
2024 Art.
 
IV Country
 
Report. On
 
the fiscal
front, according
 
to the
 
2024 State
 
Budget, the
 
general government
 
primary balance
 
is expected
 
to post
 
primary surpluses
 
of 1.1%
and 2.1%
 
of GDP in
 
2023 and 2024
 
respectively,
 
up from
 
0.1% of GDP
 
in 2022. The
 
gross public debt
 
-to-GDP ratio,
 
having declined
significantly to 172.6% in 2022 due to the strong
 
economic recovery and the effect
 
of the high inflation on nominal GDP,
 
is expected
to decline further to 160.3% in 2023 and 152.3% in 2024.
According to EC’s winter
 
economic forecasts (February 2024), the real
 
GDP in Bulgaria is expected to grow
 
by 1.9% and 2.5% in 2024
and 2025, respectively
 
(2023: 2%), while
 
the HICP is forecast
 
to decrease to
 
3.4% in 2024 and
 
2.9% in 2025 (2023:
 
8.6%). In Cyprus,
the real GDP
 
growth is forecast
 
at 2.8% and
 
3% in 2024
 
and 2025, respectively
 
(2023: 2.5%), while
 
the HICP is
 
estimated at
 
2.4% in
2024 and 2.1% in 2025 (2023: 3.9%).
 
Growth in Greece as well as in Bulgaria and Cyprus is expected to receive a significant boost from EU-funded investment projects and
reforms.
 
Greece shall
 
receive €
 
36 billion
 
(€ 18.2
 
billion in
 
grants and
 
€ 17.7
 
billion in
 
loans) up
 
to 2026
 
through the
 
Recovery and
Resilience Facility (RRF), Next Generation
 
EU (NGEU)’s largest instrument,
 
out of which € 14.7 billion (€ 7.4 billion in grants and € 7.3
billion in loans) has already been disbursed by the EU. A further € 40
 
billion is due through EU’s long-term budget (MFF), out of which
€20.9 billion
 
is to
 
fund the
 
National Strategic
 
Reference
 
Frameworks
 
(ESPA
 
2021–2027). Moreover,
 
following the
 
September 2023
floods in the Thessaly region, Greece could benefit from
 
EU support of up to € 2.65 billion, according to the EC President.
On the
 
monetary policy
 
front, the
 
Governing Council
 
of the
 
ECB, in
 
line with
 
its strong
 
commitment to
 
its price
 
stability
 
mandate,
proceeded with ten rounds of interest rate
 
hikes in 2022 and in 2023 (the most recent one in September 2023), raising
 
the three key
ECB
 
interest
 
rates
 
by
 
450
 
basis
 
points
 
on
 
aggregate.
 
Furthermore,
 
although
 
net
 
bond
 
purchases
 
under
 
the
 
temporary
 
Pandemic
Emergency Purchase Programme (PEPP) ended in
 
March 2022, as scheduled,
 
the ECB will continue
 
to reinvest principal from maturing
securities
 
at
 
least
 
until
 
the
 
end
 
of
 
2024,
 
including
 
purchases
 
of
 
Greek
 
Government
 
Bonds
 
(GGBs)
 
over
 
and
 
above
 
rollovers
 
of
redemptions.
In 2023, the Greek government issued or re
 
-opened twelve bonds of various maturities (from
 
5 to 19 years) through the Public Debt
Management Agency (PDMA), raising
 
a total of € 11.45 billion
 
from the international financial
 
markets. In February
 
2024, the PDMA
raised
 
an
 
additional
 
 
4.4
 
billion
 
through
 
a
 
new
 
10-year
 
bond
 
issue
 
and
 
the
 
reopening
 
of
 
two
 
past
 
issues.
 
Following
 
a
 
series
 
of
sovereign
 
rating
 
upgrades
 
in the
 
second
 
half of
 
2023, Greek
 
government’s
 
long-term
 
debt securities
 
were
 
considered
 
investment
grade by four
 
out of the five
 
Eurosystem-approved
 
External Credit Assessment
 
Institutions (Fitch, Scope,
 
S&P: BBB-, stable
 
outlook;
DBRS: BBB(low), stable outlook),
 
and one notch below investment
 
grade by the fifth one, Moody’s
 
(Βa1, stable outlook) as of March
2024.
Regarding
 
the
 
outlook
 
for
 
the
 
next
 
12
 
months,
 
the
 
major
 
macroeconomic
 
risks
 
and
 
uncertainties
 
in
 
Greece
 
and
 
our
 
region
 
are
associated with: (a) the open war fronts in Ukraine and the Middle East,
 
their implications regarding regional and global sta
 
bility and
security,
 
and their
 
repercussions on
 
the global
 
and the
 
European economy,
 
including the
 
disruption in
 
global trade
 
caused by
 
the
recent
 
attacks
 
on trading
 
vessels in
 
the
 
Red
 
Sea, (b)
 
a potential
 
prolongation
 
of the
 
ongoing inflationary
 
wave
 
and its
 
impact
 
on
economic growth, employment, public finances, household budgets, firms’ production
 
costs, external trade and banks’ asset quality,
as well as any potential
 
social and/or political ramifications
 
these may entail, (c)
 
the timeline of the anticipated
 
interest rate
 
cuts by
the ECB and
 
the Federal Reserve
 
Bank, as persistence
 
on high rates
 
for longer may
 
keep exerting
 
pressure on sovereign
 
and private
borrowing costs
 
and certain financial institutions’
 
balance sheets, but early
 
rate cuts entail
 
the risk of a
 
rebound in inflation,
 
(d) the
prospect of
 
Greece’s
 
and Bulgaria’s
 
major trade
 
partners, primarily
 
the euro
 
area, remaining
 
stagnant
 
or even
 
facing a
 
temporary
downturn, (e) the persistently large current account deficits that have started to become once again a structural feature of the Greek
economy, (f) the absorption capacity of the NGEU and MFF funds and the attraction of new investments in the countries of presence,
especially in
 
Greece,
 
(g) the
 
effective
 
and timely
 
implementation
 
of the
 
reform
 
agenda required
 
to meet
 
the RRF
 
milestones
 
and
targets
 
and to
 
boost productivity,
 
competitiveness,
 
and resilience
 
and (h)
 
the exacerbation
 
of natural
 
disasters
 
due to
 
the climate
change and their effect on GDP,
 
employment, fiscal balance and sustainable development
 
in the long run.
Materialization of the above risks, would
 
have potentially adverse effects
 
on the fiscal planning of the Greek government, as
 
it could
decelerate the pace of
 
expected growth
 
and on the liquidity,
 
asset quality,
 
solvency and profitability of
 
the Greek banking sector.
 
In
this context,
 
the Group’s
 
Management and
 
Board are
 
continuously monitoring
 
the developments
 
on the macroeconomic,
 
financial
and
 
geopolitical
 
fronts
 
as
 
well
 
as
 
the
 
evolution
 
of
 
the
 
Group’s
 
asset
 
quality
 
and
 
liquidity
 
KPIs
 
and
 
have
 
increased
 
their
 
level
 
of
readiness, so as to accommodate decisions, initiatives
 
and policies to protect the Group’s
 
capital, asset quality and liquidity standing
 
Notes to the Consolidated Financial Statements
 
.
8
|
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31 December 2023 Consolidated Financial Statements
 
 
doc1p144i0 doc1p144i1
 
as well as the fulfilment, to the maximum possible degree, of its strategic and business goals in accordance with the business plan for
2024 - 2026.
For the year ended
 
31 December 2023,
 
the net profit attributable to shareholders amounted
 
to € 1,140
 
million (2022: €
 
1,347 million).
The adjusted
 
net profit,
 
excluding
 
the €
 
111 million
 
gain
 
arising from
 
the acquisition
 
of the
 
29.2% shareholding
 
of Hellenic
 
Bank,
accounted for as an associate (note
 
24), € 141
 
million net loss from
 
discontinued operations (note 30), € 48
 
million net loss on
 
projects
‘Solar’ and
 
‘Leon' related
 
to the
 
NPE reduction
 
plan (note
 
20), €
 
10 million
 
provision
 
(after tax)
 
for
 
the Bank’s
 
contribution to
 
the
restoration initiatives
 
after natural disasters
 
(note 11), and € 29 million restructuring costs
 
(after tax) (note 12) amounted
 
to € 1,256
million (2022: € 1,178 million), of which € 468 million profit was related
 
to the international operations (2022: € 211 million profit).
As at 31
 
December 2023, the
 
Group’s
 
Total
 
Adequacy Ratio (total
 
CAD) and Common
 
Equity Tier 1
 
(CET1) ratios
 
stood at 19.4%
 
(31
December 2022: 19.2%) and 16.9%
 
(31 December 2022: 16%)
 
respectively and carried the effect of the ending
 
of the 5-year transition
period for the recognition of the
 
IFRS 9 impact on the
 
regulatory capital and the reversion to the standardized approach as of 1
 
March
2023. Pro
 
-forma
 
with the
 
completion of
 
projects
 
“Solar” and
 
“Leon” and
 
the issuance
 
of Subordinated
 
Tier II
 
debt instruments
 
in
January 2024,
 
the total
 
CAD and CET1
 
ratios would
 
be 20.2% and
 
17% respectively
 
(note 4). The
 
Group completed
 
successfully the
2023 EU-wide stress test
 
(ST), which was coordinated
 
by the European Banking Authority (EBA)
 
in cooperation with the ECB
 
and the
European Systemic
 
Risk Board
 
(ESRB (note
 
4). On
 
9 October
 
2023, the
 
Company completed
 
the buy
 
back of
 
all of
 
its issued
 
shares
held
 
by
 
HFSF.
 
Accordingly,
 
the Company
 
and the
 
Bank
 
are
 
no longer
 
subject to
 
Law
 
3864/2010 and
 
to the
 
special rights
 
of
 
HFSF
provided for in the law (note 37).
With regard
 
to asset
 
quality,
 
the Group’s
 
NPE formation
 
was positive
 
by €
 
138 million
 
during the
 
year,
 
out of
 
which €
 
119 million
referring to
 
a single corporate
 
customer,
 
(fourth quarter
 
2023: € 29 million
 
negative), (2022: €
 
40 million positive
 
excluding
Serbian
operations). In total, the Group’s
 
NPE stock stood at € 1.5 billion, following the
 
classification of the loan portfolio of project ‘Leon’ as
held for sale, the sale of Eurobank Direktna
 
a.d. disposal group, and the write-offs during
 
the year (31 December 2022: € 2.3 billion),
driving the NPE ratio
 
to 3.5% (31
 
December 2022: 5.2%), while
 
the NPE coverage ratio improved to 86.4%
 
(31 December 2022:
 
74.6%).
Net NPEs, i.e. gross NPEs minus accumulated stock of loan provisions,
 
amounted to € 0.2 billion.
 
In terms
 
of liquidity,
 
as at
 
31 December
 
2023, following
 
the completion
 
of the
 
sale of
 
Eurobank Direktna
 
a.d. disposal
 
group, the
Group deposits
 
stood at
 
€ 57.4 billion
 
(31 December 2022:
 
€ 57.2 billion),
 
leading the Group’s
 
(net) loans
 
to deposits
 
(L/D) ratio
 
to
72.3% (31 December
 
2022: 73.1%), while
 
the funding from
 
the ECB refinancing
 
operations amounted
 
to € 3.8
 
billion (31 December
2022: € 8.8 billion)
 
(note 31). During
 
the year,
 
the Bank proceeded
 
with the issuance
 
of two preferred
 
senior notes of
 
€ 500 million
each (note
 
4). More
 
recently,
 
in January
 
2024, the
 
Company
 
completed
 
the issuance
 
of a
 
€ 300
 
million Subordinated
 
Tier II
 
debt
instrument (note
 
34). As at
 
31 December 2023,
 
the Bank’s
 
MREL ratio
 
at consolidated
 
level stands
 
at 24.91% of
 
RWAs, higher
 
than
the interim non-binding MREL target
 
of 23.23% from 1 January 2024.
 
The Group Liquidity Coverage
 
ratio (LCR) has
 
been maintained
at high level reaching
 
178.6% (31 December 2022: 173%).
 
In the context of
 
the 2024 ILAAP (Internal
 
Liquidity Adequacy Assessment
Process), the
 
liquidity stress
 
tests results
 
indicate that
 
the Bank
 
has adequate
 
liquidity buffer
 
to cover
 
the potential
 
outflows
 
that
could occur in all scenarios regarding
 
the short term (1 month), the
 
3-month and the medium-term horizon
 
(1 year). Information on
the interest rate
 
and liquidity risk exposures of the Group is included in notes 5.2.2 and 5.2.3.
Going concern assessment
The Board of
 
Directors, acknowledging
 
the geopolitical, macroeconomic
 
and financial risks
 
to the economy
 
and the banking
 
system
and taking into account the above
 
factors relating to
 
(a) the idiosyncratic growth
 
opportunities in Greece and the region for
 
this and
the next years, also underpinned by the mobilisation of the
 
already approved EU funding mainly through the RRF, and (b) the Group’s
pre-provision income
 
generating capacity,
 
asset quality,
 
capital adequacy and liquidity
 
position, has been satisfied
 
that the financial
statements of the Group can be prepared
 
on a going concern basis.
 
 
doc1p144i0 doc1p144i1
Notes to the Consolidated Financial Statements
 
.
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31 December 2023 Consolidated Financial Statements
 
 
2.1.1
 
New and amended standards and interpretations
(a) New and amended standards adopted by the Group as of
 
1 January 2023
The following standards
 
and amendments to existing
 
standards as issued
 
by the IASB and endorsed
 
by the EU, apply as
 
of 1 January
2023:
IFRS 17, Insurance Contracts
IFRS 17,
 
which supersedes
 
IFRS 4
 
“Insurance Contracts”
 
provides a
 
comprehensive
 
and consistent
 
accounting model
 
for insurance
contracts.
 
It applies
 
to
 
all types
 
of
 
insurance
 
contracts
 
as
 
well as
 
certain
 
guarantees
 
and financial
 
instruments
 
with discre
 
tionary
participating features. Financial guarantee contracts are allowed to
 
be within the
 
scope of IFRS
 
17, if the
 
entity has previously asserted
that it regarded them as insurance contracts.
According to
 
IFRS 17 core
 
general model,
 
the groups
 
of insurance contracts
 
which are managed
 
together and
 
are subject to
 
similar
risks, are
 
measured based
 
on building
 
blocks of
 
discounted, probability
 
-weighted estimates
 
of future
 
cash flows,
 
a risk
 
adjustment
and
 
a
 
contractual
 
service
 
margin
 
(“CSM”)
 
representing
 
the
 
unearned
 
profit
 
of
 
the
 
contracts.
 
Under
 
the
 
model,
 
estimates
 
are
remeasured at
 
each reporting period.
 
A simplified measurement
 
approach may
 
be used if
 
it is expected
 
that doing
 
so a reasonable
approximation of the general model is produced,
 
or if the contracts are of short duration.
Revenue is allocated
 
to periods in
 
proportion to the
 
value of expected
 
coverage and
 
other services that
 
the insurer provides
 
during
the period,
 
claims are
 
presented
 
when incurred
 
and any
 
investment
 
components
 
i.e. amounts
 
repaid to
 
policyholders
 
even if
 
the
insured event
 
does not occur,
 
are not included
 
in revenue
 
and claims. Insurance
 
services results are
 
presented separately
 
from the
insurance finance income or expense.
In June 2020, the IASB issued Amendments to IFRS 17 to
 
assist entities in its implementation.
 
The amendments aim to assist entities
to transition in order
 
to implement the
 
standard more easily, while they deferred the
 
effective date, so that entities
 
would be required
to apply IFRS 17 for annual periods beginning on or after
 
1 January 2023.
In December 2021, the IASB issued a narrow
 
-scope amendment to the transition requirements
 
of IFRS 17 for entities that
 
first apply
IFRS 17 and IFRS 9 “Financial Instruments” at the same time.
The
 
Group
 
has
 
not
 
issued
 
contracts
 
within
 
the
 
scope
 
of
 
IFRS
 
17;
 
therefore,
 
the
 
adoption
 
of
 
the
 
standard
 
had
 
no
 
impact
 
to
 
the
consolidated financial statements, other than through the Group’s share on the results of its associate ‘’Eurolife FFH Insurance Group
Holdings S.A.’’
 
(note2.3).
IAS 8, Amendments, Definition of Accounting Estimates
The amendments in IAS 8 “Accounting
 
Policies, Changes in Accounting Estimates
 
and Errors” introduced the definition
 
of accounting
estimates and
 
include other
 
amendments to
 
IAS 8 which
 
are intended
 
to help
 
entities distinguish
 
changes in
 
accounting estimat
 
es
from changes in accounting policies.
The
 
amendments
 
clarify how
 
accounting
 
policies and
 
accounting
 
estimates
 
relate
 
to
 
each other
 
by
 
(i) explaining
 
that
 
accounting
estimates are developed
 
if the application of
 
accounting policies requires
 
items in the financial statements
 
to be measured in
 
a way
that involves
 
a measurement uncertainty
 
and (ii) replacing
 
the definition of
 
a change in
 
accounting estimates
 
with the definition
 
of
accounting
 
estimates,
 
where
 
accounting
 
estimates
 
are
 
defined
 
as
 
“monetary
 
amounts
 
in
 
financial statements
 
that
 
are
 
subject to
measurement uncertainty”. In addition, the amendments clarify that selecting an estimation or valuation technique and choosing
 
the
inputs to be used constitutes
 
development of an accounting
 
estimate and that the effects
 
of a change in an input
 
or technique used
to
 
develop
 
an accounting
 
estimate
 
are
 
changes in
 
accounting
 
estimates,
 
if they
 
do not
 
result
 
from
 
the
 
correction
 
of prior
 
period
errors.
The adoption of the amendments had no impact on the consolidated financial statements.
Notes to the Consolidated Financial Statements
 
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Amendments to IAS 1 Presentation of Financial Statements
 
and IFRS Practice Statement 2: Disclosure
 
of Accounting policies
IASB issued
 
amendments to
 
IAS 1 “Presentation
 
of Financial Statements”
 
that require
 
entities to
 
disclose their
 
material accounting
policies rather than their significant accounting policies.
According
 
to
 
IASB,
 
accounting
 
policy
 
information
 
is
 
material
 
if,
 
when
 
considered
 
together
 
with
 
other
 
information
 
included
 
in
 
an
entity’s financial statements, it can reasonably be expected to influence decisions that the primary users
 
of general purpose financial
statements make on the
 
basis of those financial statements.
Furthermore,
 
the amendments
 
clarify how
 
an entity
 
can identify
 
material
 
accounting policy
 
information
 
and provide
 
examples
 
of
when accounting policy
 
information is
 
likely to
 
be material. The
 
amendments to
 
IAS 1 also clarify
 
that immaterial
 
accounting policy
information does not
 
need to be disclosed.
 
However,
 
if it is disclosed,
 
it should not obscure
 
material accounting policy
 
information.
To support the IAS 1 amendments, the Board
 
has also developed guidance and examples to explain and demonstrate
 
the application
of
 
the
 
“four-step
 
materiality
 
process”,
 
as
 
described
 
in
 
IFRS
 
Practice
 
Statement
 
2 “Making
 
Materiality
 
Judgements”
 
to
 
accounting
policy disclosures.
The
 
adoption
 
of
 
the
 
amendments
 
had
 
no
 
impact
 
on
 
the
 
consolidated
 
financial
 
statements.
 
The
 
Group
 
took
 
into
 
account
 
the
amendments in disclosing its material accounting policies (note 2.2).
IAS 12, Amendments, Deferred Tax
 
related to Assets and Liabilities arising from a Single Transaction
The amendments
 
clarify that
 
the exemption
 
on initial
 
recognition set
 
out in
 
IAS 12
 
‘Income Taxes’
 
does not
 
apply for
 
transactions
such
 
as
 
leases and
 
decommissioning
 
obligations
 
that,
 
on initial
 
recognition,
 
give
 
rise to
 
equal amounts
 
of taxable
 
and deductible
temporary differences. Accordingly, for such transactions an entity is required to recognise the
 
related deferred tax asset and liability,
with
 
the
 
recognition
 
of
 
any
 
deferred
 
tax
 
asset
 
being
 
subject
 
to
 
the
 
recoverability
 
criteria
 
in
 
IAS
 
12.
 
The
 
amendments
 
apply
 
to
transactions that occur on or after the beginning of the earliest
 
comparative period presented.
The adoption of the amendments had no impact on the consolidated financial statements.
IAS 12, Amendment, International Tax
 
Reform – Pillar Two Model Rules
The amendments introduce
 
a mandatory temporary
 
exception (
relief
) from the
 
recognition and
 
disclosure of deferred
 
taxes arising
from
 
the implementation
 
of the
 
Organisation
 
for
 
Economic
 
Co-operation
 
and Development’s
 
(OECD)
 
Pillar Two
 
model rules
 
(“the
Pillar Two Income taxes”)
 
that are applicable as of 1 January 2024.
Additionally, the amendments require an entity to disclose that it has applied the above
 
exception related to Pillar Two income taxes,
while in the periods in which the legislation is (substantively) enacted but not yet effective, an entity is required
 
to disclose of known
or reasonably estimable information that helps users of financial statements understand the entity’s exposure arising from Pillar Two
income taxes. Subsequently, in the periods when the legislation is effective it is
 
required to separately disclose its current tax expense
(income) related to Pillar Two
 
income taxes.
The
 
Group
 
has
 
adopted
 
the
 
amendments
 
and
 
the
 
temporary
 
exception
 
retrospectively,
 
upon
 
their
 
endorsement
 
by
 
the
 
EU
 
in
November 2023. The adoption of the amendments
had no impact on the consolidated financial statements.
Detailed information in respect of the
 
Group’s exposure
 
to Pillar Two income taxes
 
is provided in note 13.
(b) New and amended standards not yet adopted by the Group
A number of amendments
 
to existing standards
 
are effective
 
after 2023, as
 
they have not
 
yet been endorsed
 
by the EU or
 
have not
been early applied by the Group. Those that may be relevant
 
to the Group are set out below:
IAS 1, Amendments, Classification of Liabilities as Current or Non-Current
 
(effective 1 January 2024)
The
 
amendments,
 
published
 
in
 
January
 
2020,
 
introduce
 
a
 
definition
 
of
 
settlement
 
of
 
a
 
liability,
 
while
 
they
 
make
 
clear
 
that
 
the
classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period.
In addition, it is clarified that the
 
assessment for liabilities classification made at the end of the reporting period is
 
not affected by the
expectations
 
about
 
whether
 
an
 
entity
 
will
 
exercise
 
its
 
right
 
to
 
defer
 
settlement
 
of
 
a
 
liability.
 
The
 
Board
 
also
 
clarified
 
that
 
when
classifying liabilities as current or non-current, an entity can
 
ignore only those conversion options that
 
are classified as equity.
In October 2022,
 
the IASB issued
 
Non-current Liabilities with
 
Covenants (Amendments to
 
IAS 1)
 
with respect to
 
liabilities for which
an
 
entity’s
 
right to
 
defer
 
settlement
 
for
 
at
 
least
 
12 months
 
is subject
 
to
 
the entity
 
complying with
 
conditions
 
after
 
the reporting
Notes to the Consolidated Financial Statements
 
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period. The amendments specify that
 
covenants to be complied
 
with after the reporting
 
date do not affect
 
the classification of debt
as current
 
or non-current
 
at the
 
reporting
 
date. Instead,
 
the amendments
 
require
 
a company
 
to disclose
 
information
 
about these
covenants in the notes to the financial statements.
The adoption of the amendments is not expected to impact the consolidated
 
financial statements.
IFRS 16, Amendment, Lease Liability in a Sale and Leaseback (effective 1 January 2024 )
The amendment requires a seller-lessee
 
to subsequently measure lease liabilities arising in a sale and
 
leaseback transaction in a way
that it does not recognise any amount of the gain or loss that relates to the right of use it retains. Any
 
gains and losses relating to the
full or partial termination of a lease continue to be recognised when they occur. The amendment does not change the accounting for
leases unrelated to sale and leaseback transactions.
The adoption of the amendment is not expected to impact the consolidated
 
financial statements.
IAS 21, Amendments, Lack of Exchangeability (effective
 
1 January 2025, not yet endorsed by EU)
The
 
amendments
 
to
 
IAS 21”
 
The
 
Effects
 
of
 
Changes
 
in
 
Foreign
 
Exchange
 
Rates”,
 
specify how
 
an
 
entity
 
can
 
determine
 
whether
 
a
currency
 
is
 
exchangeable
 
into
 
another
 
currency
 
at
 
the
 
measurement
 
date,
 
and
 
the
 
spot
 
exchange
 
rate
 
to
 
use
 
when
 
it
 
is
 
not.
 
In
addition,
 
when
 
a
 
currency
 
is
 
not
 
exchangeable
 
an
 
entity
 
should
 
disclose
 
information
 
that
 
would
 
enable
 
users
 
of
 
its
 
financial
statements to understand
 
the related effects and risks as well as the
 
estimated rates and techniques used.
The adoption of the amendments is not expected to impact the consolidated
 
financial statements.
 
.
2.2
 
Material accounting policies
2.2.1
 
Consolidation
 
(i) Subsidiaries
Subsidiaries are all entities controlled by the Group. The Group controls an entity when it is exposed, or
 
has rights to, variable returns
from
 
its
 
involvement
 
with
 
the
 
entity,
 
and
 
has
 
the
 
ability
 
to
 
affect
 
those
 
returns
 
through
 
its
 
power
 
over
 
the
 
entity.
 
The
 
Group
consolidates an entity only when all the above three elements
 
of control are present.
Power over
 
the entity may
 
arise from voting rights
 
granted by equity
 
instruments such as shares
 
or,
 
in other cases, may
 
result from
contractual arrangements.
Where voting
 
rights are
 
relevant,
 
the Group
 
is deemed
 
to have
 
control
 
where it
 
holds, directly
 
or indirectly,
 
more than
 
half of
 
the
voting rights over
 
an entity,
 
unless there is evidence
 
that another investor
 
has the practical
 
ability to unilaterally
 
direct the relevant
activities.
The
 
Group
 
may
 
have
 
power,
 
even
 
when
 
it
 
holds
 
less
 
than
 
a
 
majority
 
of
 
the
 
voting
 
rights
 
of
 
the
 
entity,
 
through
 
a
 
contractual
arrangement
 
with
 
other
 
vote
 
holders,
 
rights
 
arising
 
from
 
other
 
contractual
 
arrangements,
 
substantive
 
potential
 
voting
 
rights,
ownership of the largest
 
block of voting rights in a situation
 
where the remaining rights are
 
widely dispersed (‘de
 
facto power’), or a
combination
 
of
 
the
 
above.
 
In assessing
 
whether
 
the
 
Group
 
has
 
de
 
facto
 
power,
 
it
 
considers
 
all
 
relevant
 
facts
 
and
 
circumstances
including
 
the
 
relative
 
size
 
of
 
the
 
Group’s
 
holding
 
of
 
voting
 
rights
 
and dispersions
 
of
 
holdings of
 
other
 
vote
 
holders
 
to
 
determine
whether the Group has the practical ability to direct
 
the relevant activities.
 
In assessing whether the
 
Group has the ability
 
to use its power
 
to affect
 
the amount of returns
 
from its involvement
 
with an entity,
the Group determines whether in
 
exercising its decision-making rights,
 
it is acting as an agent or
 
as a principal. The Group acts as
 
an
agent when it is engaged
 
to act on behalf and for
 
the benefit of another party,
 
and as a result does not
 
control an entity.
 
Therefore,
in
 
such
 
cases,
 
the
 
Group
 
does not
 
consolidate
 
the
 
entity.
 
In making
 
the
 
above
 
assessment,
 
the
 
Group
 
considers
 
the scope
 
of
 
its
decision-making authority over the
 
entity, the
 
rights held by other
 
parties, the remuneration
 
to which the Group
 
is entitled from its
involvement, and its exposure to
 
variability of returns from other interests
 
in that entity.
The Group
 
has interests
 
in certain
 
entities which
 
are structured
 
so that
 
voting rights
 
are not
 
the dominant
 
factor
 
in deciding
 
who
controls the entity, such as when any voting rights
 
relate to administrative tasks only and the relevant activities are
 
directed by means
of contractual rights. In determining whether the Group
 
has control over such structured entities, it considers
 
the following factors:
Notes to the Consolidated Financial Statements
 
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31 December 2023 Consolidated Financial Statements
 
 
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-
The purpose and design of the entity;
-
Whether the Group has certain rights that
 
give it the ability to direct the relevant
 
activities of the entity unilaterally,
 
as a result
of existing contractual arrangements
 
that give it the power to govern the entity
 
and direct its activities;
-
In case another
 
entity is granted
 
decision making rights,
 
the Group assesses
 
whether this entity
 
acts as an agent
 
of the Group
or another investor;
-
The existence of any special relationships
 
with the entity; and
-
The extent
 
of the Group’s
 
exposure to
 
variability of returns
 
from its involvement
 
with the entity,
 
including its exposure
 
in the
most subordinated securitized
 
notes issued by the entity as well as subordinated
 
loans or other credit enhancements that may
be granted to the entity,
 
and if the Group has the power to affect such variability.
Information about the Group’s
 
structured entities is set out in note 25.
The Group reassesses whether it
 
controls an entity if facts
 
and circumstances indicate that there are
 
changes to one or
 
more elements
of
 
control.
 
This
 
includes
 
circumstances
 
in
 
which
 
the
 
rights
 
held
 
by
 
the
 
Group
 
and
 
intended
 
to
 
be
 
protective
 
in
 
nature
 
become
substantive upon
 
a breach of
 
a covenant
 
or default on
 
payments in a
 
borrowing arrangement,
 
and lead to
 
the Group having
 
power
over the investee.
Subsidiaries are
 
fully consolidated
 
from the
 
date on
 
which control
 
is transferred
 
to the Group
 
and are
 
no longer consolidated
 
from
the
 
date
 
that
 
control
 
ceases.
 
Total
 
comprehensive
 
income
 
is
 
attributed
 
to
 
the
 
owners
 
of
 
the
 
parent
 
and
 
to
 
the
 
non-controlling
interests even if this results
 
in the non-controlling interests having
 
a deficit balance.
In determining the proportion of profit or loss and changes in equity allocated
 
to the Group and non-controlling interests,
 
the Group
takes
 
into
 
account
 
current
 
ownership
 
interests,
 
also
 
including
 
in-substance
 
current
 
ownership
 
interests,
 
after
 
considering
 
the
eventual exercise
 
of any potential
 
voting rights
 
and other derivatives
 
that currently
 
give the Group
 
access to the returns
 
associated
with an ownership interest.
Changes in the
 
Group's ownership
 
interest in
 
subsidiaries that do
 
not result in
 
a loss of control
 
are recorded
 
as equity transactions.
Any difference between the consideration
 
and the share of the new net assets acquired is recorded directly in equity. Gains or losses
arising from disposals of
 
ownership interests that
 
do not result in a
 
loss of control
 
by the Group are
 
also recorded directly
 
in equity.
For disposals of ownership interests
 
that result in a loss of control, the Group derecognizes
 
the assets and liabilities of the subsidiary
and any related
 
non-controlling interest
 
and other components
 
of equity and
 
recognizes gains
 
and losses in
 
the income statement.
When
 
the
 
Group
 
ceases to
 
have
 
control,
 
any
 
retained
 
interest
 
in
 
the former
 
subsidiary
 
is re-measured
 
to
 
its
 
fair
 
value,
 
with
 
any
changes in
 
the carrying
 
amount recognized
 
in the
 
income statement.
 
The Group
 
considers
 
the eventual
 
exercise
 
of any
 
potential
voting
 
rights
 
and
 
other
 
derivatives
 
and
 
whether
 
they
 
currently
 
give
 
the
 
Group
 
access
 
to
 
the
 
returns
 
associated
 
with
 
a
 
retained
ownership interest, in determining
 
whether that ownership interest should
 
be derecognised or not.
Intercompany transactions,
 
balances and intragroup
 
gains on transactions between
 
Group entities are eliminated;
 
intragroup losses
are also eliminated unless the transaction provides
 
evidence of impairment of the asset transferred.
 
(ii) Business combinations
The purchase method of accounting is used to account for the acquisition of subsidiaries by the
 
Group. The consideration transferred
for an acquisition is measured at the fair value of the assets given, equity instruments
 
issued or exchanged and liabilities undertaken
at
 
the
 
date
 
of
 
acquisition,
 
including
 
the
 
fair
 
value
 
of
 
assets
 
or
 
liabilities
 
resulting
 
from
 
a
 
contingent
 
consideration
 
arrangement.
Acquisition related
 
costs are expensed
 
as incurred. Identifiable
 
assets acquired and
 
liabilities and contingent
 
liabilities assumed in a
business combination are measured initially at
 
their fair values at the
 
acquisition date irrespective of the
 
extent of any non-controlling
interest. Any previously held interest in
 
the acquiree is
 
remeasured to fair value
 
at the acquisition
 
date with any gain
 
or loss recognized
in the
 
income statement.
 
The Group
 
recognizes
 
on an
 
acquisition-by-acquisition basis
 
any non-controlling
 
interest
 
in the
 
acquiree
either at fair value or at the non-controlling
 
interest's proportionate share
 
of the acquiree's net assets.
The excess of the consideration
 
transferred, the
 
amount of any non-controlling
 
interest in the acquiree and
 
the acquisition-date fair
value of
 
any previous
 
equity interest
 
in the
 
acquiree over
 
the fair
 
value of
 
the identifiable
 
net assets
 
of the
 
subsidiary acquired,
 
is
recorded as
 
goodwill. If
 
this is
 
less than
 
the fair
 
value of
 
the net
 
assets of
 
the acquiree,
 
the difference
 
is recognized
 
directly in
 
the
income statement.
Notes to the Consolidated Financial Statements
 
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If the
 
initial accounting
 
for a
 
business combination
 
is incomplete
 
by the
 
end of
 
the reporting
 
period in
 
which it
 
occurs, the
 
Group
reports
 
provisional
 
amounts
 
for
 
the
 
items
 
for
 
which
 
the
 
accounting
 
is
 
incomplete.
 
Those
 
provisional
 
amounts
 
are
 
adjusted
retrospectively
 
during
 
the
 
measurement
 
period
 
to
 
reflect
 
the
 
new
 
information
 
obtained
 
about
 
the
 
facts
 
and
 
circumstances
 
that
existed at
 
the acquisition
 
date that,
 
if known,
 
would have
 
affected the
 
amounts recognized
 
at that
 
date. The
 
measurement period
adjustments, as
 
mentioned above,
 
affect accordingly
 
the amount
 
of goodwill
 
that was
 
initially recognized,
 
while the
 
measurement
period cannot exceed one year from
 
the acquisition date.
Commitments to
 
purchase non-controlling
 
interests
 
through derivative
 
financial instruments
 
with the
 
non-controlling
 
interests,
 
as
part of
 
a business
 
combination
 
are
 
accounted
 
for
 
as a
 
financial liability,
 
with no
 
non-controlling
 
interest
 
recognized
 
for
 
reporting
purposes.
 
The
 
financial
 
liability
 
is
 
measured
 
at
 
fair
 
value,
 
using
 
valuation
 
techniques
 
based
 
on
 
best
 
estimates
 
available
 
to
Management. Any difference between
 
the fair value of the financial liability upon initial recognition and the nominal non-controlling
interest's share of net assets is recognized as part of goodwill. Subsequent revisions to the valuation of the
 
derivatives are recognized
in the income statement.
Forward contracts
 
to buy/sell an entity
 
that will result in a business
 
combination at a future date,
 
which do not exceed the
 
normally
necessary period
 
to
 
complete the
 
transaction,
 
including obtaining
 
the required
 
approvals,
 
are not
 
accounted
 
for
 
by the
 
Group
 
as
derivatives but as executory
 
contracts.
For
 
acquisitions
 
of
 
subsidiaries
 
not
 
meeting
 
the
 
definition
 
of
 
a
 
business,
 
the
 
Group
 
allocates
 
the
 
consideration
 
to
 
the
 
individual
identifiable assets and liabilities based
 
on their relative fair
 
values at the date of
 
acquisition. Such transactions or events
 
do not give
rise to goodwill.
A listing of the Bank’s subsidiaries is set
 
out in note 23.
(iii) Business combinations involving entities under common control
Pursuant to
 
IAS 8 ‘Accounting
 
Policies, Changes
 
in Accounting
 
Estimates and
 
Errors’,
 
since business
 
combinations between
 
entities
under common
 
control
 
are excluded
 
from the
 
scope of
 
IFRS 3
 
‘Business Combinations’,
 
such transactions
 
are accounted
 
for in
 
the
Group’s financial statements by using the pooling of interests method (also known as merger accounting), with reference to the most
recent pronouncements of other standard-setting bodies that use a similar conceptual framework and comply with the IFRSs general
principles, as well as accepted industry practices.
Under the
 
pooling
 
of interests
 
method, the
 
Group
 
incorporates
 
the assets
 
and liabilities
 
of the
 
acquiree
 
at their
 
pre-combination
carrying amounts from the highest level of
 
common control, without any
 
fair value adjustments. Any difference
 
between the cost
 
of
the transaction and the carrying amount of the net assets acquired
 
is recorded in Group's equity.
The Group accounts for the cost of such business combinations at the fair value of the consideration
 
given, being the amount of cash
or shares issued or if that cannot be reliably measured, the consideration
 
received.
Formation of a new Group entity to effect a business combination
Common control transactions that involve the formation of a new Group entity to effect a business combination by bringing together
two or more previously uncombined
 
businesses under the new Group entity
 
are also accounted for
 
by using the pooling of interests
method.
Other common control
 
transactions that involve
 
the acquisition of a single existing
 
Group entity or a single
 
group of businesses by
 
a
new entity formed
 
for this purpose
 
are accounted
 
for as capital
 
reorganizations,
 
on the basis that
 
there is no business
 
combination
and no substantive
 
economic change in
 
the Group. Under
 
a capital reorganization,
 
the acquiring entity
 
incorporates the
 
assets and
liabilities of the acquired
 
entity at their carrying
 
amounts, as presented
 
in the books of
 
that acquired entity,
 
rather than those
 
from
the highest level
 
of common control.
 
Any difference
 
between the cost
 
of the transaction
 
and the carrying amount
 
of the net assets
acquired is
 
recognized
 
in the
 
equity of
 
the new
 
entity.
 
Capital reorganization
 
transactions do
 
not have
 
any impact
 
on the
 
Group’s
consolidated financial statements.
 
(iv) Associates
Investments
 
in associates are
 
accounted for
 
using the equity
 
method of
 
accounting in the
 
consolidated financial
 
statements. These
are undertakings over which the Group exercises
 
significant influence but which are not controlled.
Notes to the Consolidated Financial Statements
 
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Equity accounting
 
involves recognizing
 
in the income
 
statement
 
the Group's
 
share of
 
the associate's profit
 
or loss for
 
the year.
 
The
Group's interest in the associate is carried
 
on the balance sheet at an amount that reflects its share of the net assets of the associate
and any
 
goodwill identified
 
on acquisition
 
net of any
 
accumulated impairment
 
losses. If the
 
Group's share
 
of losses of
 
an associate
equals or
 
exceeds its
 
interest
 
in the associate,
 
the Group
 
discontinues recognizing
 
its share
 
of further
 
losses, unless
 
it has incurred
obligations or made payments on behalf of the associate.
 
When the Group obtains
 
or ceases to have
 
significant influence, any
 
previously held or retained
 
interest in the
 
entity is remeasured
to its fair value, with any change in the carrying amount recognized in the income statement,
 
except in cases where an investment in
associate becomes
 
an investment
 
in a joint
 
venture where
 
no remeasurement
 
of the interest
 
retained is
 
performed and
 
use of the
equity method continues to apply.
(v) Joint arrangements
A
 
joint
 
arrangement
 
is
 
an
 
arrangement
 
under
 
which
 
the
 
Group
 
has
 
joint
 
control
 
with
 
one
 
or
 
more
 
parties.
 
Joint
 
control
 
is
 
the
contractually agreed sharing of control and exists only when decisions about relevant activities require the unanimous consent of the
parties sharing control. The Group evaluates
 
the contractual terms of joint arrangements
 
to determine whether a joint arrangement
is a joint operation or a joint venture.
 
All joint arrangements in which the Group has an interest
 
are joint ventures.
As
 
investments
 
in
 
associates,
 
the
 
Group's
 
interest
 
in
 
joint
 
ventures
 
is
 
accounted
 
for
 
by
 
using
 
the
 
equity
 
method
 
of
 
accounting.
Therefore, the accounting policy described
 
in note 2.2.1 (iv) applies also for joint ventures.
A listing of the Group's associates and joint ventures
 
is set out in note 24.
2.2.2 Foreign currencies
(i) Translation of foreign subsidiaries
Assets and liabilities of foreign
 
subsidiaries are translated
 
into the Group’s
 
presentation currency at
 
the exchange rates
 
prevailing at
each reporting
 
date whereas
 
income and expenses
 
are translated
 
at the average
 
exchange rates
 
for the
 
period reported.
 
Exchange
differences
 
arising from
 
the translation
 
of the
 
net investment
 
in a
 
foreign
 
subsidiary,
 
including exchange
 
differences
 
of monetary
items receivable or payable to the foreign
 
subsidiary for which settlement is neither planned nor likely
 
to occur that form part of the
net investment in the foreign
 
subsidiaries, are recognized in other comprehensive
 
income.
Exchange
 
differences
 
from
 
the
 
Group’s
 
foreign
 
subsidiaries
 
are
 
released
 
to
 
the
 
income
 
statement
 
on
 
the
 
disposal
 
of
 
the
 
foreign
subsidiary while for monetary items that form part of the net investment in the foreign subsidiary, on repayment or when settlement
is expected to occur.
(ii) Transactions in foreign currency
Foreign
 
currency
 
transactions
 
are
 
translated
 
into
 
the
 
functional
 
currency
 
using
 
the
 
exchange
 
rates
 
prevailing
 
at
 
the
 
dates
 
of
 
the
transactions.
 
Foreign
 
exchange
 
gains
 
and
 
losses
 
resulting
 
from
 
the
 
settlement
 
of
 
such
 
transactions
 
are
 
recognized
 
in
 
the
 
income
statement.
Monetary assets
 
and liabilities denominated
 
in foreign
 
currencies are translated
 
into the
 
functional currency
 
at the
 
exchange rates
prevailing at each reporting
 
date and exchange
 
differences are recognized
 
in the income statement,
 
except when deferred
 
in equity
as qualifying cash flow or net investment hedges.
Non-monetary assets and liabilities are
 
translated into the
 
functional currency at the exchange
 
rates prevailing
 
at initial recognition,
except for non-monetary items denominated
 
in foreign currencies that are measured at fair value
 
which are translated at the rate of
exchange at the date the fair value
 
is determined. The exchange differences
 
relating to these items are treated
 
as part of the change
in fair
 
value and
 
are recognized
 
in the
 
income statement
 
or recorded
 
directly in
 
equity depending
 
on the
 
classification of
 
the non-
monetary item.
Notes to the Consolidated Financial Statements
 
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2.2.3 Derivative financial instruments and hedging
Derivative financial instruments that mainly include foreign exchange
 
contracts, forward currency agreements, currency
 
and interest
rate options (both written and purchased), as well as currency and interest
 
rate swaps are initially recognized in the balance
 
sheet at
fair value,
 
on the date
 
on which the
 
derivative contracts
 
are entered
 
into, and
 
subsequently are
 
re-measured at
 
their fair value.
 
All
derivatives are carried as assets when fair
 
value is positive and as liabilities when fair value is negative.
The principles
 
for the
 
fair value
 
measurement
 
of financial
 
instruments,
 
including derivative
 
financial instruments,
 
are described
 
in
notes 3.2 and 5.3.
Embedded derivatives
Embedded derivatives
 
are components
 
of hybrid
 
contracts
 
that also
 
include non-derivative
 
hosts with
 
the effect
 
that some
 
of the
cash flows of the combined instruments vary
 
in a way similar to stand-alone derivatives.
Financial
 
assets
 
that
 
contain
 
embedded
 
derivatives
 
are
 
recognised
 
in
 
the
 
balance
 
sheet
 
in
 
their
 
entirety
 
in
 
the
 
appropriate
classification category,
 
following the instruments’
 
assessment of their contractual
 
cash flows and
 
their business model as
 
described
in note 2.2.9.
On the other
 
hand, derivatives embedded in
 
financial liabilities, such
 
as bonds issued
 
by the Group, are
 
treated as separate derivatives
when their risks
 
and characteristics are
 
assessed not to
 
be closely related
 
to those of
 
the host contract
 
and the host
 
contract is not
carried at
 
fair value
 
through profit
 
or loss. These
 
embedded derivatives
 
are separated
 
in the balance
 
sheet and
 
treated similarly
 
to
stand-alone derivatives measured at fair
 
value with changes in fair value recognized
 
in the income statement.
Derivatives held for hedge accounting
The use of derivative financial instruments is inherent
 
in the Group’s activities and aims principally at
 
managing risks effectively.
Accordingly,
 
the Group,
 
as part of
 
its risk management
 
strategy,
 
may enter
 
into transactions
 
with external
 
counterparties to
 
hedge
partially or fully exposure to interest rates,
 
foreign currency rates, equity prices and other market
 
factors that are generated
 
from its
activities.
The objectives of hedging with derivative financial instruments
 
include:
Reduce interest rate
 
exposure that is in excess of the Group’s
 
appetite;
 
Manage efficiently interest
 
rate risk and achieve optimization
 
and normalization of the evolution of
 
net interest margin and
 
net
interest income by tracking the evolution of
 
interest rates and spreads and hedging the
 
changes to movements of the
 
benchmark
interest rates represented
 
by the prevailing reference rates;
Reduce variability arising from the fair value
 
changes of derivatives embedded in financial assets;
Manage future variable cash flows;
 
Reduce foreign currency risk or inflation
 
risk;
 
Reduce variability in the Group’s
 
equity arising from translating a foreign net
 
investment at different
 
exchange rates.
Hedge accounting
The Group has elected,
 
as a policy choice permitted
 
under IFRS 9, to
 
continue to apply
 
hedge accounting in accordance
 
with IAS 39,
as endorsed by the European Union (IAS 39 “carve out'’). In 2023,
 
the Group introduced a new risk management strategy which is the
fair value hedging
 
of the core
 
deposits held in Greece
 
and Cyprus from
 
both retail and
 
wholesale portfolios. Accordingly,
 
the Group
applied for
 
the first
 
time the
 
provisions
 
of IAS
 
39 carve-out
 
that
 
enables entities
 
to designate
 
core
 
deposits as
 
hedged
 
items in
 
a
portfolio
 
hedge of
 
interest
 
rate
 
risk, as
 
further described
 
in the
 
sections below.
 
Under the
 
EU carve-out
 
version
 
of IAS
 
39, certain
requirements related
 
to hedge accounting
 
were removed,
 
in order to
 
facilitate (a)
 
the application of
 
fair value hedge
 
accounting to
the macro-hedges
 
used for
 
structural hedges
 
including demand deposits
 
and (b) the
 
hedge effectiveness
 
assessment by
 
permitting
the use of bottom layer approach for
 
the determination of the fair value of hedged item,
 
attributable to interest rate
 
risk.
For
 
hedge
 
accounting
 
purposes,
 
the
 
Group
 
forms
 
a
 
hedging
 
relationship
 
between
 
a
 
hedging
 
instrument
 
or
 
group
 
of
 
hedging
instruments and a
 
related item or
 
group of items
 
to be hedged.
 
A hedging instrument
 
is a
 
designated derivative or group
 
of derivatives,
or a designated non-derivative financial asset or financial liability whose fair value or cash flows are expected to offset changes in the
fair value
 
or cash flows
 
of a designated
 
hedged item
 
or group of
 
items. Specifically,
 
the Group designates
 
certain derivatives
 
as: (a)
hedges of the
 
exposure to
 
changes in fair
 
value of recognized
 
assets or liabilities
 
on a single
 
or portfolio
 
basis or unrecognized
 
firm
Notes to the Consolidated Financial Statements
 
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commitments (fair
 
value hedging),
 
(b) hedges of
 
the exposure to
 
variability in
 
cash flows of
 
recognized assets
 
or liabilities or
 
highly
probable forecasted
 
transactions (cash flow
 
hedging) or,
 
(c) hedges of the exposure
 
to variability in the
 
value of a net
 
investment in
a foreign
 
operation
 
which is
 
associated with
 
the translation
 
of the
 
investment's
 
net assets
 
in the
 
Group's functional
 
currency (net
investment hedging).
In
 
order
 
to
 
apply
 
hedge
 
accounting,
 
specified
 
criteria
 
should
 
be
 
met.
 
Accordingly,
 
at
 
the
 
inception
 
of
 
the
 
hedge
 
accounting
relationship, the Group documents the
 
relationship between hedging instruments
 
and hedged items, as well as its risk management
objective
 
and
 
strategy
 
for
 
undertaking
 
various
 
hedge
 
transactions,
 
together
 
with
 
the
 
method
 
that
 
will
 
be
 
used
 
to
 
assess
 
the
effectiveness of the hedging
 
relationship. The Group also
 
documents its assessment, both
 
at inception of
 
the hedge and
 
on an ongoing
basis, of whether the
 
derivatives that
 
are used in the
 
hedging transactions are
 
highly effective in
 
offsetting changes
 
in fair values
 
or
cash flows
 
of hedged
 
items and
 
whether the actual
 
results of
 
each hedge
 
are within
 
a range
 
of 80-125%.
 
If a relationship
 
does not
meet
 
the
 
abovementioned
 
hedge
 
effectiveness
 
criteria,
 
the
 
Group
 
discontinues
 
hedge
 
accounting
 
prospectively.
 
Similarly,
 
if
 
the
hedging
 
derivative
 
expires
 
or
 
is
 
sold,
 
terminated
 
or
 
exercised,
 
or
 
the
 
hedge
 
designation
 
is
 
revoked,
 
then
 
hedge
 
accounting
 
is
discontinued prospectively. In addition, the Group uses other
 
derivatives, not designated in qualifying
 
hedge relationships, to manage
its exposure
 
primarily to
 
interest
 
rate
 
and foreign
 
currency risks.
 
Non qualifying
 
hedges are
 
derivatives
 
entered
 
into
 
as economic
hedges of
 
assets and
 
liabilities for
 
which hedge
 
accounting is
 
not applied.
 
The said
 
derivative instruments
 
are classified
 
along with
those held for trading purposes.
Furthermore, the Group may
 
designate groups of items
 
as hedged items
 
by aggregating recognized assets
 
or liabilities or
 
unrecognized
but highly probable transactions of
 
similar risk characteristics that share the
 
exposure for which they are hedged.
 
Although the overall
risk exposures may be different for
 
the individual items in the group, the specific risk being hedged is inherent in each of the items in
the group.
The Group applied
 
the Phase 1 and
 
Phase 2 IBOR reform
 
amendments to IFRS
 
9, IAS 39 and
 
IFRS 7, that
 
provided temporary
 
reliefs
on hedging relationships during the period before the replacement of the existing interest rate
 
benchmarks with alternative risk-free
rates
 
(RFRs), assumed
 
no change
 
at
 
its hedging
 
relationship
 
as a
 
result
 
of the
 
IBOR reform,
 
and amended
 
accordingly
 
its hedging
documentation .
The
 
Group
 
has
 
implemented
 
its IBOR
 
reform
 
transition
 
program,
 
on
 
the
 
outstanding
 
exposures
 
that
 
referenced
 
the
 
above
 
rates,
mainly referring to loans to customers
 
and derivatives and therefore,
 
the relative reliefs ceased to
 
apply.
(i) Fair value hedging
The Group applies
 
fair value hedging
 
to hedge exposures
 
primarily to changes
 
in the fair value
 
attributable to
 
interest rate
 
risk with
respect to the applicable benchmark rate
 
and currency risk.
Hedged items
The items that qualify for fair value hedge accounting
 
include financial assets and liabilities such as:
fixed rate investment
 
securities measured at AC or FVOCI,
 
fixed rate term deposits and debt
 
securities in issue measured at amortized cost;
portfolios of floating-rate
 
loans and investment securities with embedded interest
 
rate options (such as purchased interest
rate floors) measured at AC;
 
portfolios of fixed rate amortizing loans (macro hedging) including securitized notes issued and held by
 
the Group measured
at AC.
portfolios of liabilities (macro hedging) and more specifically demand deposits with interest
 
rates determined by the Group
and
 
announced
 
on
 
its
 
pricing
 
list
 
(sight/savings
 
deposit
 
rate)
 
that
 
are
 
identified
 
as
 
interest
 
rate-insensitive
 
liabilities
measured at
 
AC. More
 
specifically,
 
demand deposits
 
(sight or
 
savings) are
 
liabilities with
 
no contractual
 
maturity that
 
the
customers have the flexibility
 
to withdraw at any time. Despite their
 
contractual terms, and due to their
 
nature, part of the
demand
 
deposits
behaves
 
as
 
a
 
portfolio
 
of
 
longer-term
 
fixed
 
rate
 
liabilities,
 
as
 
they
 
remain
 
insensitive
 
to
 
interest
 
rate
movements. This part of demand deposits represents the core
 
deposits.
Hedge effectiveness assessment
The
 
Group
 
uses
 
the
 
dollar-offset
 
method
 
at
 
inception
 
(prospective
 
measurement)
 
and
 
on
 
an
 
ongoing
 
basis
 
(retrospective
measurement), in
 
order to
 
assess the effectiveness
 
of fair
 
value hedges
 
on a single
 
or portfolio
 
basis. This is
 
a quantitative
 
method
Notes to the Consolidated Financial Statements
 
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that involves the comparison of the change in the fair value of
 
the hedging instrument with the change in the fair value of
 
the hedged
item attributable to the hedged risk. The above comparison constitutes
 
the dollar-offset ratio and
 
should be within the range of 80%
-125% for the hedge to be highly effective.
The Group
 
may also
 
use the
 
hypothetical
 
derivative
 
method, an
 
approach to
 
the dollar
 
offset method,
 
mainly applied
 
in portfolio
hedges that
 
carry embedded
 
derivatives,
 
where the
 
hedged risk
 
is modelled
 
through hypothetical
 
derivatives,
 
which replicate
 
the
embedded derivative.
 
The fair value
 
of the hypothetical
 
derivative is used
 
as a proxy
 
for the net present
 
value of the hedged
 
future
cash
 
flows
 
against
 
which
 
changes
 
in
 
value
 
of
 
the
 
actual
 
hedging
 
instrument
 
are
 
compared
 
to
 
assess
 
effectiveness
 
and
 
measure
ineffectiveness.
 
Hedge ineffectiveness
 
may arise in
 
case of potential
 
differences in
 
the critical
 
terms between
 
the hedged
 
item and
the hedging instrument such as maturity,
 
interest rate reset
 
frequency and discount curves as well as differences
 
between expected
and actual cash flows.
In addition, for hedging relationships
 
where the critical terms
 
of the hedged item match
 
the ones of the hedging instrument
 
such as
coupon, maturity,
 
and payment frequency,
 
it is presumed that by construction, effectiveness
 
is expected to be highly effective.
The Group has identified the following sources of ineffectiveness:
Differences in the repricing frequency
 
of the hedged items and hedging instruments
The use of different interest
 
rate curves applied to discount the hedged items
 
and hedging instruments.
Fair value hedging adjustments and discontinuation of hedge
 
accounting
Changes in the fair value of derivatives that are designated and qualify as
 
fair value hedges are recorded in the income statement line
“net trading income/(loss)”
 
together with the changes
 
in the fair value
 
of the hedged assets
 
or liabilities that are
 
attributable to the
hedged risk
 
(fair value
 
hedging adjustments).
 
Fair value
 
hedging adjustments
 
to the
 
hedged items
 
measured at
 
amortised cost
 
are
recorded as
 
part of their
 
carrying value in
 
the balance sheet,
 
with the exception
 
of hedging adjustments
 
for portfolios
 
of fixed
 
rate
assets in the context of macro-hedging (see below).
The Group
 
discontinues hedge
 
accounting prospectively
 
in case the
 
hedging instrument
 
expires or
 
is sold, terminated
 
or exercised,
the hedge no
 
longer meets the
 
qualifying criteria for
 
hedge accounting, or
 
designation is revoked.
 
In such cases,
 
any adjustment
 
to
the carrying amount of
 
the hedged item, for which
 
the effective interest method is applied, is
 
amortized to profit or loss in
 
the income
statement
 
line
 
“interest
 
income”
 
over
 
the
 
remaining
 
period
 
to
 
maturity
 
with
 
amortization
 
commencing
 
no
 
later
 
than
 
when
 
the
hedged
 
item
 
ceases
 
to
 
be
 
adjusted
 
for
 
changes
 
in
 
its
 
fair
 
value
 
attributable
 
to
 
the
 
risk
 
being
 
hedged.
 
If
 
the
 
hedged
 
item
 
is
derecognised, the unamortised fair value adjustment
 
is recognised immediately in the income statement
.
Portfolio hedging of interest rate risk (macro
 
-hedging)
With
 
reference
 
to
 
portfolio
 
hedging
 
of
 
interest
 
rate
 
risk,
 
a
 
dynamic
 
hedging
 
strategy
 
is
 
applied
 
according
 
to
 
which
 
the
 
Group
voluntarily designates and de-designates
 
the hedge relationship on a monthly basis.
For portfolios of financial assets, the Group determines the designated hedged amount by
 
identifying portfolios of homogenous fixed
rate assets based on their contractual interest rates, maturity and other risk characteristics. Assets within the identified portfolios are
allocated into
 
repricing time periods
 
based on their
 
repricing/maturity dates or
 
interest payment
 
dates with assumptions
 
made for
expected prepayments
 
and capital repayments.
 
The hedging instruments
 
are groups
 
of interest
 
rate swaps
 
replicating in
 
aggregate
the amortization
 
profile of
 
the assets
 
and designated
 
appropriately to
 
their repricing
 
time periods.
 
Following the
 
above allocation
into time buckets, the designated
 
hedged principal and the resulting percentage
 
of the asset portfolio hedged (hedge ratio)
 
for each
time bucket are determined.
For
 
the core
 
deposits’ portfolios,
 
the Group
 
determines
 
their aggregated
 
balances and
 
allocation
 
into
 
time buckets
 
by applying
 
a
modelled approach that is based
 
on regulatory standards.
More specifically, the portfolio of core deposits to be
 
hedged is determined
by an internal
 
designated behavioral
 
model that utilizes
 
a number of
 
assumptions regarding
 
the behavior and
 
evolution of demand
deposits balances, which are assessed,
 
monitored and documented in accordance with the
 
Group’s risk management framework. The
approach
 
involves
 
the
 
allocation
 
of
 
demand
 
deposits
 
in
 
sub-categories
 
considering
 
their
 
nature,
 
i.e.
 
retail
 
and
 
wholesale,
 
their
idiosyncratic behavioral analysis per portfolio,
 
their sensitivity on interest rates and their withdrawal patterns
 
and expected maturity
profile
 
analyzed
 
in time
 
buckets
 
for
 
a maximum
 
period of
 
ten years.
 
Furthermore, the
 
model performs
 
a capacity
 
check per
 
time
bucket to ensure that there is sufficient hedge capacity on the hedged item amortizing profile, compared to the
 
hedging instruments’
profile in order to ensure that there is no
 
over hedge.
Notes to the Consolidated Financial Statements
 
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Against
 
this
 
modelled
 
interest
 
rate
 
exposure,
 
the
 
Group
 
then
 
uses
 
groups
 
of
 
interest
 
rate
 
swaps
 
with
 
maturity
 
up
 
to
 
ten
 
years,
designated as hedging
 
instruments, that receive fixed
 
interest rate and pay floating
 
interest rate based on
 
the benchmark rate
 
hedged.
The groups
 
of swaps
 
are staggered
 
to cover
 
different
 
periods in time
 
replicating in
 
aggregate the
 
estimated amortization
 
profile of
the hedged core deposits
 
per time bucket. Additionally, their volume is
 
re-assessed on a monthly
 
basis. Following the above
 
allocation
into time buckets,
 
the designated hedged principal
 
and the resulting percentage
 
of the portfolio hedged
 
(hedge ratio) for
 
each time
bucket are determined.
For
 
hedge
 
effectiveness
 
assessment
 
purposes,
 
the dollar-offset
 
method
 
also applies
 
to
 
portfolio
 
hedging
 
of interest
 
rate
 
risk and
hedge effectiveness
 
is measured on
 
a monthly basis. For
 
prospective effectiveness
 
measurement, the dollar-offset
 
method involves
a comparison of the sensitivity of
 
fair value to a change of 1
 
basis point in interest rates (Dollar Value of a basis point - DV01)
 
between
the hedging instruments
 
and the hedged assets
 
or liabilities. A
 
DV01 offset
 
within the threshold
 
of 80% to
 
125% demonstrates
 
that
the
 
hedge
 
is
 
expected
 
to
 
be
 
highly
 
effective.
 
Retrospective
 
effectiveness
 
is
 
measured
 
by
 
comparing
 
fair
 
value
 
changes
 
of
 
the
designated portion of the portfolio of assets or liabilities attributable to the hedged risk, estimated as the present value of the future
cash flows
 
using discount
 
factors based
 
on the
 
applicable benchmark
 
interest rate
 
at the
 
inception and
 
reporting date,
 
against the
fair value changes of the derivatives,
 
to ensure that they are within an 80% to 125% range.
Fair
 
Value
 
hedging
 
adjustments
 
do
 
not
 
affect
 
the
 
carrying
 
amount
 
of
 
the
 
hedged
 
assets
 
or
 
liabilities
 
pool,
 
but
 
instead
 
they
 
are
presented
 
as a
 
separate
 
line item
 
within balance
 
sheet lines
 
loans and
 
advances to
 
customers
 
and due
 
to customers
 
respectively.
Considering the designation and de-designation process
for a portfolio hedging of interest
 
rate risk is performed on a monthly basis,
the hedging adjustments are recorded in the income
 
statement line “net trading income/(loss)” and begin amortization on the
 
month
they occur over the expiration of the designate
 
d
 
time periods on a straight line basis.
Furthermore, the pool of hedging instruments is managed
 
dynamically and therefore when
 
new derivatives are added in the pool
 
of
hedging instruments, they are included in the
 
next period’s hedge assessment and consequently the change in
 
fair value in the month
of their inception affects the P&L. Similarly,
 
when existing swaps are de-designated,
 
either to improve expected hedge
 
effectiveness
or to be liquidated, the respective change in fair value from de-designation up to the next designation
 
or liquidation date, affects the
P&L.
(ii) Cash flow hedging
The Group applies cash flow hedging to hedge exposures to variability in cash flows primarily attributable to the interest rate risk and
currency risk associated with a recognized asset
 
or liability or a highly probable forecast transaction.
The items that qualify for cash flow hedging include recognized assets and liabilities such as variable rate deposits
 
or loans measured
at amortized cost, variable rate debt
 
securities in issue and foreign currency variable rate loans. The interest
 
rate risk with respect to
the applicable benchmark rate may
 
be hedged using interest
 
rate swaps and cross
 
currency swaps. The foreign
 
currency risk may be
hedged using currency forwards and currency
 
swaps.
Furthermore, cash
 
flow hedging is
 
used for
 
hedging highly probable
 
forecast transactions
 
such as the
 
anticipated future
 
rollover of
short-term
 
deposits
 
or
 
repos
 
measured
 
at
 
amortized
 
cost.
 
Specifically,
 
the
 
forecast
 
variable
 
interest
 
payments
 
of
 
a
 
series
 
of
anticipated
 
rollovers
 
of these
 
financial liabilities
 
are aggregated
 
and hedged
 
as a
 
group with
 
respect to
 
changes in
 
the benchmark
interest rates, eliminating cash flow variability.
 
In addition, cash flow hedging applies to
 
hedges of currency risk arising from probable
forecasted sales of financial assets or
 
settlement of financial liabilities in foreign currency.
If the
 
hedged item
 
is documented
 
as a
 
forecast
 
transaction, the
 
Group
 
assesses and
 
verifies that
 
there is
 
a high
 
probability of
 
the
transaction occurring.
In order to assess the effectiveness
 
of cash flow hedges of interest
 
rate risk, the Group
 
uses regression analysis which demonstrates
that there is high
 
historical and expected future correlation between
 
the interest rate risk designated as
 
being hedged and the
 
interest
rate risk
 
of the hedging
 
instrument. For
 
assessing the effectiveness
 
of cash flow
 
hedges of currency
 
risk, the Group
 
uses the dollar-
offset method as it is described in section (i) above.
The effective
 
portion of changes
 
in the fair
 
value of derivatives
 
that are designated
 
and qualify as cash
 
flow hedges is recognized
 
in
other comprehensive income whereas the ineffective portion is recognized in the income statement
 
line “net trading income/(loss)”.
Amounts accumulated
 
in equity
 
are recycled
 
to the
 
income statement
 
in the
 
periods in which
 
the hedged
 
item will
 
affect profit
 
or
loss (for example, when the forecast
 
sale that is hedged takes place).
Notes to the Consolidated Financial Statements
 
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When a
 
hedging instrument
 
expires or
 
is sold,
 
or when
 
a hedge no
 
longer meets
 
the criteria
 
for hedge
 
accounting, the
 
cumulative
gain or loss existing in equity at that time remains
 
in equity until the hedged cash flows affect
 
the income statement.
When a forecast
 
transaction is
 
no longer
 
expected to
 
occur,
 
the cumulative
 
gain or
 
loss that was
 
reported in
 
equity is immediately
transferred to the income
 
statement.
(iii) Net investment hedging
The Group
 
applies net
 
investment
 
hedging to
 
hedge exposures
 
to variability
 
in the
 
value of
 
a net
 
investment
 
in foreign
 
operation
(including monetary items that form part of the net investment),
 
such as foreign subsidiaries, associates or other foreign
 
operations,
associated
 
with
 
the
 
translation
 
of
 
the
 
net
 
investment’s
 
carrying
 
amount
 
into
 
the
 
Group’s
 
presentation
 
currency.
 
Any
 
exchange
differences deriving from the translation
 
are deferred in OCI until the net investment
 
is disposed of or liquidated, at which time they
are recognized in the profit or loss.
The
 
foreign
 
currency
 
exposure
 
that
 
arises
 
from
 
the
 
fluctuation
 
in
 
spot
 
exchange
 
rates
 
between
 
the
 
net
 
investment’s
 
functional
currency and the Group’s presentation currency may be
 
hedged using currency swaps, currency
 
forward contracts and their economic
equivalents, as well as cash instruments.
The effectiveness of net investment
 
hedges is assessed with the Dollar-Offset Method
 
as described above for fair value hedge.
Hedges of
 
net investments
 
in foreign
 
operations
 
are accounted
 
for
 
similarly to
 
cash flow
 
hedges. Any
 
gain or
 
loss on
 
the hedging
instrument relating to
 
the effective portion of the
 
hedge is recognized in equity;
 
the gain or loss relating
 
to the ineffective portion
 
is
recognized in the income statement.
 
Gains and losses accumulated in equity are included in the income statement
 
when the foreign
operation is disposed of as part of the gain or loss on the disposal.
(iv) Derivatives not designated as hedging instruments for hedge accounting
 
purposes
Changes
 
in the
 
fair
 
value
 
of derivative
 
financial instruments
 
that
 
are
 
entered
 
into
 
for
 
trading purposes
 
or as
 
economic hedges
 
of
assets, liabilities or
 
net positions in
 
accordance with the Group’s hedging
 
objectives and risk
 
management policies that may
 
not qualify
for hedge accounting are recognized
 
in the income statement.
The fair
 
values of
 
derivative instruments
 
held for
 
trading, including
 
those entered
 
into as
 
economic hedges,
 
and hedge
 
accounting
purposes are disclosed in note 19.
2.2.4 Offsetting financial instruments
Financial
 
assets
 
and
 
liabilities
 
are
 
offset
 
and
 
the net
 
amount
 
is presented
 
in
 
the balance
 
sheet when,
 
and only
 
when,
 
the Group
currently
 
has a
 
legally enforceable
 
right to
 
set off
 
the recognized
 
amounts
 
and intends
 
either to
 
settle them
 
on a
 
net basis,
 
or to
realize the asset and settle the liability simultaneously.
2.2.5 Income statement
 
(i) Interest income and expense
Interest income and expense are recognized in the
 
income statement for all interest bearing financial instruments on an
 
accrual basis,
using
 
the effective
 
interest
 
rate
 
(EIR)
 
method. The
 
effective
 
interest
 
rate
 
is the
 
rate
 
that
 
exactly
 
discounts
 
estimated
 
future
 
cash
payments or receipts through the
 
expected life of the financial
 
instrument or, when appropriate, a shorter period to
 
the gross carrying
amount of the financial asset or to the amortized
 
cost of a financial liability. When
 
calculating the EIR for financial instruments
 
other
than purchased or originated credit-impaired, the Group estimates future cash flows considering all contractual terms of the financial
instrument
 
but does
 
not
 
consider
 
expected
 
credit
 
losses.
 
For
 
purchased
 
or originated
 
credit
 
impaired
 
(POCI) financial
 
assets,
 
the
Group
 
calculates
 
the
 
credit-adjusted
 
EIR,
 
which
 
is
 
the
 
interest
 
rate
 
that
 
upon
 
the
 
original
 
recognition
 
of
 
the
 
POCI
 
financial
 
asset
discounts the estimated future cash flows
 
(including expected credit losses) to the fair
 
value of the POCI asset.
The
 
amortized
 
cost
 
of
 
a
 
financial asset
 
or
 
liability
 
is
 
the
 
amount
 
at
 
which
 
it
 
is
 
measured
 
upon
 
initial
 
recognition
 
minus
 
principal
repayments, plus
 
or minus cumulative
 
amortization using
 
the EIR (as
 
described above)
 
and for
 
financial assets it
 
is adjusted
 
for the
expected credit loss allowance. The gross carrying amount of a
 
financial asset is its amortized cost before adjusting for ECL allowance.
The EIR calculation includes fees and points paid
 
or received that are an integral part
 
of the effective interest rate,
 
transaction costs,
and other premiums or discounts. Transaction costs include incremental costs that are directly attributable to the acquisition or issue
of a financial asset or liability.
Notes to the Consolidated Financial Statements
 
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The Group calculates interest
 
income and expense by applying the EIR to
 
the gross carrying amount of non
 
-impaired financial assets
(exposures in Stage 1 and 2) and to the amortized
 
cost of financial liabilities respectively.
For financial assets
 
that have
 
become credit-impaired
 
subsequent to
 
initial recognition (exposures
 
in Stage 3),
 
the Group calculates
interest income by applying the effective interest rate to the amortized cost of the financial asset (i.e. gross carrying amount adjusted
for the
 
expected credit
 
loss allowance).
 
If the
 
asset is no
 
longer credit-impaired,
 
then the EIR
 
is applied
 
again to
 
the gross
 
carrying
amount with the exception of POCI assets for
 
which interest income does not revert
 
to gross basis calculation.
For inflation-linked
 
instruments the
 
Group recognizes
 
interest
 
income and
 
expense by
 
adjusting the
 
effective interest
 
rate on
 
each
reporting period due
 
to changes in
 
expected future cash
 
flows, incorporating
 
changes in inflation
 
expectations over
 
the term of the
instruments.
 
The adjusted
 
effective
 
interest
 
rate
 
is applied
 
in order
 
to calculate
 
the new
 
gross carrying
 
amount on
 
each reporting
period.
The changes to
 
the basis for
 
determining the
 
financial instruments’
 
contractual cash
 
flows, required
 
in the context
 
of IBOR reform,
are accounted for as an update to
 
the instruments’ EIR.
Interest income
 
and expense are
 
presented separately
 
in the income statement
 
for all interest
 
bearing financial instruments
 
within
net interest income.
(ii) Fees and commissions
Fee and commission received
 
or paid that are
 
integral to the effective interest rate on a
 
financial asset or
 
financial liability are included
in the effective interest
 
rate.
Other
 
fee
 
and
 
commission
 
income
 
such
 
as
 
account
 
servicing
 
and
 
asset
 
management
 
fees
 
(including
 
performance
 
based
 
fees)
 
is
recognised
 
over
 
time
 
as
 
the
 
related
 
services
 
are
 
being
 
provided
 
to
 
the
 
customer,
 
to
 
the
 
extent
 
that
 
it
 
is
 
highly
 
probable
 
that
 
a
significant reversal
 
of the revenue
 
amount recognized
 
will not occur.
 
Transaction-based
 
fees such as
 
foreign exchange
 
transactions,
imports-exports, remittances,
 
bank charges and
 
brokerage
 
activities are recognised
 
at the point
 
in time when the
 
transaction takes
place. Other
 
fee
 
and
 
commission
 
expenses
 
relate
 
mainly
 
to
 
transaction
 
and service
 
fees,
 
which
 
are
 
expensed
 
as
 
the
 
services are
received.
In the case of a contract
 
with a customer that results
 
in the recognition of a financial
 
instrument in the Group’s
 
financial statements
which may
 
be partially
 
in the
 
scope of
 
IFRS 9
 
and partially
 
in the
 
scope of
 
IFRS 15,
 
the Group
 
first
 
applies IFRS
 
9 to
 
separate
 
and
measure the part of the contract that is in the scope of
 
IFRS 9 and subsequently applies IFRS 15 to the residual part.
2.2.6 Property, equipment and Investment
 
property
(i) Property and equipment
Property and equipment are measured at cost
 
less accumulated depreciation and any accumulated impairment
 
losses. Cost includes
expenditure that
 
is directly attributable
 
to the acquisition
 
of the asset. Subsequent
 
expenditure is recognized
 
in the asset's
 
carrying
amount only
 
when it
 
is probable
 
that
 
future economic
 
benefits will
 
flow to
 
the Group
 
and the
 
cost of
 
the asset
 
can be
 
measured
reliably. All other repair
 
and maintenance costs are recognized in
 
the income statement as incurred.
Depreciation is calculated
 
using the straight-line method
 
to write down the cost
 
of property and equipment,
 
to their residual values
over their estimated useful life as follows:
-
Land: no depreciation;
-
Freehold buildings: 40-50 years and up to 70 years
 
(for specific strategic properties constructed
 
or heavily renovated according
to the best practices and guidelines of sustainable construction
 
and renovation, using resilient materials
 
and designs);
-
Leasehold improvements: over the lease term or
 
the useful life of the asset if shorter;
-
Computer hardware and related
 
integral software: 4-10 years;
-
Other furniture and equipment: 4-20 years; and
-
Motor vehicles: 5-7 years.
Notes to the Consolidated Financial Statements
 
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(ii) Investment property
Property
 
held
 
for
 
rental
 
yields and/or
 
capital
 
appreciation
 
that
 
is not
 
occupied by
 
the
 
Group’s
 
entities
 
is classified
 
as
 
investment
property.
Investment
 
property
 
is
 
measured
 
initially
 
at
 
its
 
cost,
 
including
 
related
 
transaction
 
costs,
 
and
 
subsequently
 
at
 
fair
 
value
 
with
 
any
change therein recognized
 
in income statement
 
line ‘’other
 
income / (expenses)’’.
 
Subsequent expenditure
 
is charged to the asset’s
carrying amount only when it is probable that
 
future economic benefits associated with the
 
item will flow to the Group and the cost
of the
 
item can
 
be measured
 
reliably.
 
Such expenditure
 
includes enhancements
 
that increase
 
the value
 
of the
 
asset and
 
its future
income-earning
 
potential,
 
as well
 
as costs
 
to
 
comply with
 
environmental
 
and other
 
legal requirements.
 
Repairs
 
and maintenance
costs are recognized to
 
the income statement during the financial period in which they are
 
incurred.
Any gain
 
or loss
 
on disposal
 
(calculated as
 
the difference
 
between the
 
net proceeds
 
from disposal
 
and the
 
carrying amount
 
of the
asset) is recognized in income statement.
If an
 
investment
 
property
 
becomes
 
owner-occupied,
 
it is
 
reclassified
 
as
 
property
 
and equipment
 
and its
 
fair
 
value
 
at
 
the date
 
of
reclassification becomes its deemed cost. If an item of property and equipment becomes an investment property because its use has
changed, any resulting
 
decrease between the
 
carrying amount and the
 
fair value of this
 
item at the date
 
of transfer
 
is recognized in
income statement
 
while any resulting
 
increase, to the extent
 
that the increase
 
reverses previous
 
impairment loss for
 
that property,
is
 
recognized
 
in
 
income
 
statement
 
while
 
any
 
remaining
 
part
 
of
 
the
 
increase
 
is
 
recognized
 
in
 
other
 
comprehensive
 
income
 
and
increases the revaluation surplus within equity.
If a
 
repossessed asset
 
becomes investment
 
property,
 
any difference
 
between the
 
fair value
 
of the
 
property at
 
the date
 
of transfer
and its previous carrying amount is recognized
 
in income statement.
Reclassifications among own used, repossessed assets and
 
investment properties may occur when there is
 
a change in the
 
use of such
properties. Additionally,
 
an investment property
 
may be reclassified to ‘non-current
 
assets held for sale’ category
 
to the extent that
the criteria described in note 2.2.25 are met.
2.2.7 Intangible assets
(i) Goodwill
Goodwill
 
arising on
 
business
 
combinations
 
is included
 
in ‘intangible
 
assets’
 
and is
 
measured at
 
cost less
 
accumulated
 
impairment
losses.
Goodwill arising on acquisitions of associates and jointly controlled entities is neither disclosed nor tested separately for impairment,
but instead is included in ‘investments
 
in associates’ and ‘investments in jointly
 
controlled entities’.
(ii) Computer software
Costs
 
associated
 
with
 
the
 
maintenance
 
of
 
existing
 
computer
 
software
 
programs
 
are
 
expensed
 
as
 
incurred.
 
Development
 
costs
associated
 
with
 
the
 
production
 
of
 
identifiable
 
assets
 
controlled
 
by
 
the
 
Group
 
are
 
recognized
 
as
 
intangible
 
assets
 
when
 
they
 
are
expected to generate economic benefits and can be measured reliably. Internally
 
generated computer software assets are amortized
using the straight-line method over 4 years,
 
except for core systems
 
whose useful life may extend up to
 
20 years.
(iii) Other intangible assets
Other
 
intangible
 
assets
 
are
 
assets that
 
are
 
separable
 
or arise
 
from
 
contractual
 
or other
 
legal
 
rights
 
and are
 
amortized
 
over their
estimated useful lives. These include intangible
 
assets acquired in business combinations.
Intangible assets that have an indefinite
 
useful life are not subject to amortization
 
and are tested annually for impairment.
 
2.2.8 Impairment of non-financial assets
(i) Goodwill
Goodwill is tested
 
for impairment annually
 
or more frequently
 
if there are
 
any indications that
 
impairment may have
 
occurred. The
Group considers
 
external information
 
such as prevailing
 
economic conditions, persistent
 
slowdown in financial markets,
 
volatility in
markets and changes in levels of market and exchange risk, an unexpected decline in an asset’s market value or market capitalization
Notes to the Consolidated Financial Statements
 
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being below the book value of equity, together
 
with a deterioration in internal performance
 
indicators, in assessing whether there is
any indication of impairment.
For the purpose of impairment testing,
 
goodwill acquired in a business combination
 
is allocated to each Cash
 
Generating Unit (CGU)
or groups
 
of CGUs
 
that are
 
expected to
 
benefit from
 
the synergies
 
of the
 
combination. The
 
Group monitors
 
goodwill either
 
at the
separate legal entity level or
 
group of legal entities consistent with the
 
internal monitoring of operating segments.
The Group impairment model compares the carrying
 
value of a CGU or
 
group of CGUs with its
 
recoverable amount. The carrying value
of a CGU
 
is based on
 
the assets and
 
liabilities of each
 
CGU. The
 
recoverable
 
amount is
 
determined on
 
the basis of
 
the value-in-use
which is the present value of the future cash flows expected to be derived from the
 
CGU or group of CGUs. The estimated future cash
flows are discounted
 
to their present
 
value using a pre
 
-tax discount
 
rate that reflects
 
current market
 
assessments of the time
 
value
of money and the risks specific to the asset or CGU and the countries where
 
the CGUs operate.
An impairment loss arises if the carrying amount of an asset or CGU
 
exceeds its recoverable
 
amount and is recognized in the
 
income
statement.
 
Impairment
 
losses
 
are
 
not
 
subsequently
 
reversed.
 
Gains
 
and
 
losses
 
on
 
the
 
disposal
 
of
 
an
 
entity
 
include
 
the
 
carrying
amount of goodwill relating to the entity sold.
Goodwill arising in a business combination is not tested for impairment during the one-year period from the acquisition date allowed
for the
 
completion of
 
the purchase
 
accounting and
 
allocation of
 
goodwill, unless
 
there has
 
been a triggering
 
event suggesting
 
that
the acquired goodwill might be impaired, even if the
 
allocation process is not complete.
(ii) Other non-financial assets
Other non-financial assets, including property and equipment and other intangible assets, are assessed for indications of impairment
at each reporting date
 
by considering both external
 
and internal sources of information
 
such as a significant reduction
 
in the asset’s
value
 
and
 
evidence
 
that
 
the
 
economic
 
performance
 
of
 
the
 
asset
 
is
 
or
 
will
 
be
 
worse
 
than
 
expected.
 
When
 
events
 
or
 
changes
 
in
circumstances indicate
 
that the carrying amount may
 
not be recoverable,
 
an impairment loss is recognized
 
for the amount by which
the asset’s carrying
 
amount exceeds its recoverable
 
amount. The recoverable
 
amount is the higher of
 
an asset’s fair
 
value less costs
to
 
sell
 
and
 
value
 
in
 
use.
 
For
 
the
 
purposes
 
of
 
assessing
 
impairment,
 
assets
 
are
 
grouped
 
at
 
the
 
lowest
 
levels
 
for
 
which
 
there
 
are
separately
 
identifiable
 
cash
 
flows,
 
where
 
applicable.
 
Non-financial
 
assets,
 
other than
 
goodwill, for
 
which an
 
impairment
 
loss was
recognized in prior reporting periods, are reviewed
 
for possible reversal of such impairment at
 
each reporting date.
Impairment losses arising from the Group’s
 
associates and joint ventures are determined
 
in accordance with this accounting policy.
 
2.2.9 Financial assets
Financial assets - Classification and measurement
The
 
Group
 
classifies
 
financial
 
assets
 
based
 
on
 
the
 
business
 
model
 
for
 
managing
 
those
 
assets
 
and
 
their
 
contractual
 
cash
 
flow
characteristics.
 
Accordingly,
 
financial assets
 
on initial
 
recognition
 
are classified
 
into one
 
of the
 
following
 
measurement categories:
amortized cost, fair value
 
through other comprehensive income or fair value
 
through profit or loss.
Purchases and
 
sales of
 
financial assets
 
are recognized
 
on trade
 
date, which
 
is the
 
date the
 
Group commits
 
to purchase
 
or sell
 
the
assets. Loans originated by the Group are recognized
 
when cash is advanced to the borrowers.
Financial Assets measured at Amortized Cost (‘AC’)
The Group classifies and measures
 
a financial asset at AC only
 
if both of the following conditions
 
are met and is not designated
 
as at
FVTPL:
(a) The
 
financial asset
 
is held within
 
a business model
 
whose objective
 
is to
 
collect contractual
 
cash flows
 
(hold-to-collect business
model) and
(b) The
 
contractual
 
terms of
 
the financial
 
asset give
 
rise on
 
specified dates
 
to cash
 
flows that
 
are solely
 
payments of
 
principal and
interest on the principal amount outstanding
 
(SPPI).
These financial
 
assets are
 
recognized initially
 
at fair
 
value plus
 
or minus direct
 
and incremental
 
transaction costs
 
and fees
 
received
that are attributable to the acquisition of these assets, and are subsequently measured at amortized cost, using the effective interest
rate (EIR) method (as described in note 2.2.5 above).
Notes to the Consolidated Financial Statements
 
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Interest
 
income, realized
 
gains and
 
losses on derecognition,
 
and changes
 
in expected
 
credit losses
 
from assets
 
classified at
 
AC, are
included in the income statement.
Financial Assets measured at Fair Value through Other
 
Comprehensive Income (‘FVOCI’)
The Group classifies and measures a financial asset at FVOCI only if both of the following conditions are
 
met and is not designated as
at FVTPL:
(a) The financial asset
 
is held within a
 
business model whose objective
 
is achieved by both collecting
 
contractual cash flows and selling
financial assets (hold-to-collect-and-sell business
 
model) and
(b) The contractual terms of the financial asset give rise on specified dates
 
to cash flows that are SPPI.
Financial
 
assets
 
that
 
meet
 
these
 
criteria
 
are
 
debt
 
instruments
 
and
 
are
 
measured
 
initially
 
at
 
fair
 
value,
 
plus
 
or
 
minus
 
direct
 
and
incremental transaction costs that
 
are attributable to the acquisition of these assets.
Subsequent
 
to
 
initial recognition,
 
FVOCI
 
debt
 
instruments
 
are
 
re-measured
 
at
 
fair
 
value
 
through
 
OCI, except
 
for
 
interest
 
income,
related foreign exchange gains
 
or losses and expected credit losses, which are recognized in the income statement.
 
Cumulative gains
and losses previously recognized in OCI are transferred from OCI to the income statement when the debt instrument is
 
derecognised.
Equity Instruments designated at FVOCI
The Group may make an irrevocable election to
 
designate an equity instrument at FVOCI.
 
This designation, if elected, is
 
made at initial
recognition
 
and on
 
an
 
instrument
 
by
 
instrument
 
basis.
 
Gains and
 
losses
 
on these
 
instruments,
 
including when
 
derecognized,
 
are
recorded
 
in
 
OCI
 
and
 
are
 
not
 
subsequently
 
reclassified
 
to
 
the
 
income
 
statement.
 
Dividends
 
received
 
are
 
recorded
 
in
 
the
 
income
statement.
Financial Assets measured at Fair Value through Profit
 
and Loss (“FVTPL”)
The
 
Group
 
classifies
 
and
 
measures
 
all
 
other
 
financial
 
assets
 
that
 
are
 
not
 
classified
 
at
 
AC
 
or
 
FVOCI,
 
at
 
FVTPL.
 
Derivative
 
financial
instruments
 
are measured
 
at FVTPL
 
with changes
 
in fair
 
value recognized
 
in the
 
income statement,
 
unless they
 
are designated
 
as
effective hedging instruments, where
 
hedge accounting requirements under IAS 39 apply (as described
 
in note 2.2.3 above).
Furthermore, a financial asset that meets the above conditions
 
to be classified at AC or FVOCI, may be irrevocably
 
designated by the
Group at
 
FVTPL at
 
initial recognition,
 
if doing
 
so eliminates,
 
or significantly
 
reduces an
 
accounting mismatch
 
that would
 
otherwise
arise.
Financial assets measured at FVTPL are initially recorded at fair value
 
and any unrealized gains or losses arising due to changes in fair
value are included in the income statement.
Business model and contractual characteristics assessment
The business model assessment
 
determines how the
 
Group manages a
 
group of assets
 
to generate cash
 
flows. That is,
 
whether the
Group's objective
 
is solely
 
to collect
 
contractual
 
cash flows
 
from the
 
asset, to
 
realize cash
 
flows from
 
the sale
 
of assets,
 
or both to
collect contractual cash flows and cash flows
 
from the sale of assets. In addition, the business model is determined after aggregating
the financial assets into groups (business lines) which are managed
 
similarly rather than at an individual instrument’s
 
level.
The business
 
model is
 
determined
 
by the
 
Group’s
 
key
 
management personnel
 
consistently
 
with the
 
operating
 
model, considering
how financial assets are managed
 
in order to generate cash flows, the objectives
 
and how performance of each
 
portfolio is monitored
and reported and any available information
 
on past sales and on future sales’ strategy,
 
where applicable.
Accordingly,
 
in making
 
the above
 
assessment, the
 
Group
 
will consider
 
a number
 
of factors
 
including the
 
risks associated
 
with the
performance of
 
the business model
 
and how those
 
risks are evaluated
 
and managed, the
 
related personnel
 
compensation, and the
frequency, volume
 
and reasons of past sales, as well as expectations about future
 
sales activity.
Types of business models
The Group’s business
 
models fall into three categories, which
 
are indicative of the key strategies
 
used to generate returns.
The
 
hold-to-collect
 
(HTC)
 
business model
 
has the
 
objective
 
to
 
hold
 
the financial
 
assets in
 
order
 
to
 
collect contractual
 
cash flows.
Financial
 
assets
 
classified
 
within
 
this
 
business
 
model
 
include
 
investment
 
securities,
 
due
 
from
 
banks
 
and
 
loans
 
and
 
advances
 
to
Notes to the Consolidated Financial Statements
 
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31 December 2023 Consolidated Financial Statements
 
 
 
doc1p144i0 doc1p144i1
customers including securitized notes issued by special purpose entities established by
 
the Group and recognized in its balance sheet,
which are
 
measured at
 
amortized cost.
 
Sales within
 
this model
 
are monitored
 
per financial
 
asset class
 
and may
 
be performed
 
for
reasons which are not inconsistent with this business model. More specifically, sales of financial assets due to credit deterioration, as
well as sales close to the maturity are considered consistent with the objective of hold-to-collect contractual
 
cash flows regardless of
value and frequency. Sales for other reasons may be consistent with the HTC model such as liquidity needs in
 
any stress case scenario
or sales made to manage high concentration
 
level of credit risk. Such sales are monitored and assessed depending
 
on frequency and
value to conclude whether they are consistent
 
with the HTC model.
The
 
hold-to-collect-and-sell
 
business
 
model
 
(HTC&S)
 
has
 
the
 
objective
 
both
 
to
 
collect
 
contractual
 
cash
 
flows
 
and
 
sell
 
the
 
assets.
Activities such as liquidity management, interest
 
yield and duration are consistent with this
 
business model, while sales of assets are
integral to
 
achieving the objectives
 
of this business
 
model. Financial assets
 
classified within this
 
business model include
 
investment
securities which are measured at FVOCI, subject to meeting the SPPI assessment
 
criteria.
Other business models
 
include financial assets
 
which are managed
 
and evaluated
 
on a fair
 
value basis as
 
well as portfolios
 
that are
held for trading. This is a residual category for financial assets not meeting the criteria of the business models of
 
HTC or HTC&S, while
the collection of contractual cash flows may
 
be incidental to achieving the business models’ objective.
The Group’s
 
business models
 
are
 
reassessed
 
at
 
least
 
annually or
 
earlier,
 
if there
 
is a
 
sales’ assessment
 
trigger or
 
if there
 
are
 
any
changes in the Bank’s strategy
 
and main activities, as evidenced by the Bank’s
 
business plan, budget and NPE strategy.
Cash flow characteristics assessment
For a
 
financial asset
 
to be
 
measured at
 
AC or
 
FVOCI, its
 
contractual
 
terms must
 
give rise
 
on specified
 
dates to
 
cash flows
 
that
 
are
solely payments of principal
 
and interest (SPPI)
 
on the principal amount outstanding.
 
For the purpose of this
 
assessment principal is
defined as the
 
fair value of
 
the asset at
 
initial recognition and
 
interest as
 
the consideration
 
for the time
 
value of money,
 
credit risk,
other basic lending risks and a profit margin.
More
 
specifically,
 
at
 
initial
 
recognition
 
of
 
a financial
 
asset,
 
an
 
assessment
 
is performed
 
of whether
 
the
 
financial
 
asset
 
contains
 
a
contractual term that
 
could change the amount or timing
 
of contractual cash flows
 
in a way that it would
 
not be consistent with the
above
 
condition.
 
The
 
Group
 
considers
 
the
 
existence
 
of
 
various
 
features,
 
including
 
among
 
others,
 
contractually
 
linked
 
terms,
prepayment
 
terms,
 
deferred
 
interest-free
 
payments,
 
extension
 
and
 
equity
 
conversion
 
options,
 
terms
 
that
 
introduce
 
leverage
including index linked payments, as well
 
as environmental, social and governance linked features (ESG)
 
where the contractual interest
rate
 
is
 
adjusted
 
if
 
the
 
borrower
 
meets,
 
or
 
fail
 
to
 
meet
 
specific
 
sustainability
 
performance
 
targets.
 
Where
 
the
 
contractual
 
terms
introduce exposure to risk or volatility that are
 
inconsistent with a basic lending
 
arrangement, the related financial asset is considered
to have failed the SPPI assessment and will be measured
 
at FVTPL.
In addition, if a contractual feature could have an effect that is de-minimis on the contractual cash flows of the financial asset, it does
not affect
 
its classification. Moreover,
 
a contractual
 
feature is considered
 
as not genuine by
 
the Group, if
 
it affects the
 
instrument’s
contractual cash flows
 
only on the occurrence of an event
 
that is extremely rare,
 
highly abnormal and very unlikely
 
to occur.
 
In such
a case, it does not affect the instrument’s
 
classification.
Moreover,
 
for the
 
securitized
 
notes issued
 
by special
 
purpose entities
 
and held
 
by the
 
Group, the
 
cash flow
 
characteristics
 
of the
notes and the
 
underlying pool of financial
 
assets as well
 
as the credit
 
risk inherent in
 
each securitization’s
 
tranche compared
 
to the
credit risk of all of the underlying pool of financial assets, are considered.
In case of
 
special lending arrangements such
 
as non-recourse loans,
 
in its assessment
 
of the SPPI
 
criterion, the Group considers
 
various
factors
 
such
 
as
 
the
 
nature
 
of
 
the
 
borrower
 
and
 
its
 
business,
 
the
 
pricing
 
of
 
the
 
loans,
 
whether
 
it
 
participates
 
in
 
the
 
economic
performance of the
 
underlying asset and
 
the extent to
 
which the collateral
 
represents all
 
or a substantial
 
portion of the borrower’s
assets. Moreover,
 
for non-recourse
 
loans, the Group
 
takes into
 
consideration the
 
borrower’s adequacy
 
of loss absorbing
 
capital by
assessing jointly the criteria of equity
 
sufficiency, Loan to
 
Value ratio (LTV),
 
the Average Debt Service Coverage
 
ratio (ADSCR) as well
as the existence of corporate
 
and personal guarantees.
In certain cases when
 
the time value of
 
money element is modified
 
in that the financial
 
asset’s interest
 
rate is periodically
 
reset but
the reset frequency
 
does not match
 
the tenor of
 
the interest
 
rate or when
 
a financial asset’s
 
interest rate
 
is periodically reset
 
to an
average of particular short-term and long-term
 
interest rates, a quantitative assessment is
 
performed (the “Benchmark Test”) in order
to determine whether the contractual cash
 
flows are SPPI.
Notes to the Consolidated Financial Statements
 
.
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31 December 2023 Consolidated Financial Statements
 
 
doc1p144i0 doc1p144i1
In particular,
 
the Group
 
assesses the contractual
 
cash flows
 
of the “real
 
instrument”,
 
whose interest
 
rate is
 
reset with
 
a frequency
that does not match
 
the tenor of the
 
interest rate, and those of
 
the “benchmark instrument”, which are identical in
 
all respects except
that the tenor of the
 
interest rate
 
matches exactly the
 
interest period.
 
If the undiscounted cash
 
flows of the former
 
are significantly
different
 
from the
 
benchmark cash
 
flows due
 
to the
 
modified time value
 
of money
 
element, the
 
financial asset
 
does not
 
meet the
SPPI criterion. In its assessment, the Group considers
 
both the effect of the modified time value of money element
 
in each reporting
period
 
and
 
cumulatively
 
over
 
the
 
life
 
of
 
the
 
instrument.
 
This
 
is
 
done,
 
as
 
far
 
as
 
the
 
lifetime
 
of
 
the
 
instrument
 
is
 
concerned,
 
by
comparing
 
the
 
cumulative
 
projected
 
undiscounted
 
cash
 
flows
 
of
 
the
 
real
 
and the
 
benchmark
 
instrument,
 
and
 
for
 
each
 
quarterly
reporting period,
 
by comparing
 
the projected
 
undiscounted
 
cash flows
 
of the
 
two instruments
 
for that
 
quarterly reporting
 
period,
based on predefined thresholds.
The Group performs the SPPI assessment for its
 
lending exposures on a product basis for the
 
retail and part of the wholesale portfolio
where contracts are of standardized form, whereas for the remaining wholesale portfolio, securitized notes issued by special purpose
entities, either established by the Group or third parties,
 
and held by the Group, and debt securities the assessment is performed
 
on
an individual basis.
 
 
Derecognition of financial assets
The
 
Group
 
derecognizes
 
a
 
financial
 
asset
 
when
 
its
 
contractual
 
cash
 
flows
 
expire,
 
or
 
the
 
rights
 
to
 
receive
 
those
 
cash
 
flows
 
are
transferred in an outright sale in which substantially all risks and rewards of ownership have
 
been transferred. In addition, a financial
asset is derecognized
 
even if rights
 
to receive cash
 
flows are retained
 
but at the same
 
time the Group
 
assumes an obligation
 
to pay
the received cash flows without a material delay (pass through agreement) or when substantially all
 
the risks and rewards are neither
transferred
 
nor retained
 
but the Group
 
has transferred
 
control of
 
the asset. Control
 
is transferred
 
if, and
 
only if,
 
the transferee
 
has
the practical ability to sell
 
the asset in its entirety to
 
unrelated third party and is able to
 
exercise that ability unilaterally
 
and without
imposing additional restrictions on the transfer.
The main transactions that are subject to the above de-recognition
 
rules are securitization transactions, repurchase
 
agreements and
stock lending
 
transactions. In
 
the case of
 
securitization transactions,
 
in order
 
to assess the
 
application of
 
the above
 
mentioned de-
recognition
 
principles,
 
the
 
Group
 
considers
 
the
 
structure
 
of
 
each
 
securitization
 
transaction
 
including
 
its
 
exposure
 
to
 
the
 
more
subordinated
 
tranches
 
of
 
the
 
notes
 
issued
 
and/or
 
credit
 
enhancements
 
provided
 
to
 
the
 
special
 
purpose
 
entities,
 
as
 
well
 
as
 
the
securitization’s contractual
 
terms that may indicate that the Group retains control of the underlying assets. In the case of repurchase
transactions and stock lending, the assets transferred
 
are not derecognised since the terms of the transaction
 
entail the retention of
all their risks and rewards.
On derecognition of
 
a financial asset,
 
the difference
 
between the carrying
 
amount of the
 
asset and the sum
 
of (i) the consideration
received
 
(including
 
any
 
new
 
asset
 
obtained
 
less
 
any
 
new
 
liability
 
assumed)
 
and
 
(ii)
 
any
 
cumulative
 
gain
 
or
 
loss
 
that
 
had
 
been
recognized
 
in OCI
 
for
 
financial assets
 
at FVOCI,
 
is recognized
 
in income
 
statement,
 
except
 
for
 
cumulative
 
gains or
 
losses of
 
FVOCI
equity instruments which are not reclassified from OCI to
 
income statement at the date of
 
derecognition.
Modification of financial assets that may result in derecognition
In addition,
 
derecognition of
 
financial asset
 
arises when
 
its contractual
 
cash flows
 
are modified
 
and the
 
modification is
 
considered
substantial
 
enough
 
so
 
that
 
the
 
original
 
asset
 
is derecognized
 
and
 
a new
 
one
 
is
 
recognised.
 
Substantial
 
modifications
 
resulting
 
in
derecognition
 
may include
 
among others
 
change in
 
borrower,
 
change in
 
the asset’s
 
denomination
 
currency,
 
debt consolidation
 
of
unsecured exposure into a single new secured asset. The Group records the modified asset as a ‘new’ financial asset at fair value plus
any eligible transaction costs and the difference
 
with the carrying amount of the existing one is recorded in the income statement
 
as
derecognition gain or loss.
The Group may
 
modify the contractual
 
terms of a lending exposure
 
either as a concession granted
 
to a client facing
 
or that is about
to
 
face
 
financial
 
difficulties
 
or
 
due
 
to
 
other
 
commercial
 
reasons
 
such
 
as
 
changes
 
in
 
market
 
conditions,
 
competition
 
or
 
customer
retention.
In addition,
 
the Group
 
may occasionally
 
enter,
 
in the
 
context
 
of loans’
 
modifications, into
 
debt-for-equity
 
transactions.
 
These are
transactions where the terms of a lending exposure
 
are renegotiated and as a result,
 
the borrower issues equity instruments (voting
or no
 
voting) in
 
order to
 
extinguish part
 
or all
 
of its
 
financial liability
 
to the
 
Group. Such
 
transactions
 
may include
 
also exercise
 
of
conversion rights embedded into
 
convertible or exchangeable bonds
 
and enforcement of shares held as collateral.
Notes to the Consolidated Financial Statements
 
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In debt-for-equity transactions, the
 
modified loan is derecognized while the
 
equity instruments received in
 
exchange are recognized
at their fair value, with any resulting gain
 
or loss recognized in the Group’s
 
income statement.
2.2.10 Reclassifications of financial assets
The Group reclassifies a financial
 
asset only when it changes its business
 
model for managing financial assets. Generally,
 
a change in
the business model is expected to be rare and occurs when the Group either begins or ceases to perform an activity that is significant
to its operations; for
 
example, when a business
 
line is acquired, disposed of or
 
terminated. In the rare
 
event when there is
 
a change
to the existing business
 
models, the updated assessment
 
is approved by the Group’s
 
competent Committees and
 
the amendment is
reflected appropriately in the Group’s
 
budget and business plan.
Changes
 
in intention
 
related
 
to particular
 
financial assets
 
(even in
 
circumstances
 
of significant
 
changes in
 
market
 
conditions), the
temporary disappearance of
 
a particular market for
 
financial assets or a transfer
 
of financial assets between parts of the
 
Group with
different business models, are not
 
considered by the Group changes in business model.
The reclassification
 
is applied
 
prospectively
 
from the
 
reclassification
 
date,
 
therefore
 
previously
 
recognized
 
gains,
 
losses (including
impairment losses) or interest are not restated.
 
2.2.11 Financial liabilities
Financial liabilities - Classification and measurement
The Group
 
classifies its
 
financial liabilities
 
in the
 
following
 
categories: financial
 
liabilities measured
 
at amortized
 
cost and
 
financial
liabilities measured at fair-value-through
 
-profit-or-loss (FVTPL).
Financial liabilities at FVTPL comprise two sub categories: financial
 
liabilities held for trading and financial liabilities designated at fair-
value-through-profit-or-loss upon
 
initial recognition.
Financial liabilities
 
held for
 
trading, which
 
include short positions
 
of debt
 
securities (sold but
 
not yet
 
purchased), are
 
liabilities that
the Group
 
incurs principally
 
for
 
the purpose
 
of repurchasing
 
in the
 
near term
 
for
 
short term
 
profit
 
or in
 
the context
 
of economic
hedging strategies of groups of assets
 
and/or liabilities or net positions for which hedge accounting
 
is not applied.
The Group
 
may,
 
at initial
 
recognition,
 
irrevocably
 
designate financial
 
liabilities at
 
fair-value-through-profit-or-loss
 
when one
 
of the
following criteria is met:
the designation eliminates or significantly
 
reduces an accounting mismatch
 
which would otherwise arise from measuring assets
 
or
liabilities or recognising the gains and losses on them on different
 
bases; or
a group of financial liabilities
 
or financial assets and financial liabilities
 
is managed and its performance
 
is evaluated on
 
a fair value
basis in accordance with a documented risk management or
 
investment strategy; or
the financial liability contains one or more embedded derivatives as components of a
 
hybrid contract which significantly modify the
cash flows that otherwise would be required by the
 
contract.
Financial liabilities held for trading or designated at FVTPL are initially recognized at fair value. Changes in fair value are recognized
 
in
the income statement, except
 
for changes in the fair value of liabilities designated
 
at fair-value-through-profit
 
-or-loss attributable to
changes in the
 
Group’s
 
own credit risk,
 
which are recognised
 
in OCI and
 
are not subsequently
 
reclassified to
 
the income statement
upon derecognition of the
 
liabilities. However, if such treatment creates or
 
enlarges an accounting mismatch
 
in the income
 
statement,
all gains or losses of this financial liability,
 
including the effects of changes in the credit risk, are recognized
 
in the income statement.
Derecognition of financial liabilities
A
 
financial
 
liability
 
is
 
derecognized
 
when
 
the
 
obligation
 
under
 
the
 
liability
 
is
 
discharged,
 
cancelled
 
or
 
expires.
 
When
 
an
 
existing
financial liability of the Group is replaced by another from the same counterparty on substantially different
 
terms, or the terms of an
existing liability are
 
substantially modified,
 
such an exchange
 
or modification is
 
treated as
 
an extinguishment of
 
the original liability
and the recognition of a new liability and any difference
 
arising is recognized in the income statement.
The Group considers
 
the terms to be
 
substantially different,
 
if the discounted present
 
value of the cash
 
flows under the new
 
terms,
including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10% different from
the discounted present value of the remaining
 
cash flows of the original financial liability.
Notes to the Consolidated Financial Statements
 
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If an
 
exchange
 
of debt
 
instruments
 
or modification
 
of terms
 
is accounted
 
for as
 
an extinguishment,
 
any costs
 
or fees
 
incurred are
recognized as part of
 
the gain or
 
loss on
 
the extinguishment. If
 
the exchange or modification
 
is not
 
accounted for as an
 
extinguishment,
any
 
costs
 
or fees
 
incurred
 
adjust the
 
carrying amount
 
of the
 
liability and
 
are amortized
 
over the
 
remaining
 
term
 
of the
 
modified
liability.
Similarly,
 
when
 
the
 
Group
 
repurchases
 
any
 
debt
 
instruments
 
issued
 
by
 
the
 
Group,
 
it
 
accounts
 
for
 
such
 
transactions
 
as
 
an
extinguishment of debt.
2.2.12 Fair value measurement of financial instruments
Fair
 
value
 
of
 
financial
 
instruments
 
is the
 
price
 
that
 
would
 
be received
 
to
 
sell
 
an
 
asset
 
or paid
 
to
 
transfer
 
a liability
 
in
 
an
 
orderly
transaction between market participants at the measurement date under
 
current market conditions in the principal
 
or, in its absence,
the most advantageous
 
market to
 
which the Group
 
has access at
 
that date.
 
The fair value
 
of a liability
 
reflects its non-performance
risk.
When available, the
 
Group measures the fair
 
value of an instrument
 
using the quoted price
 
in an active market
 
for that instrument.
A market
 
is regarded
 
as active
 
if transactions
 
for
 
the asset
 
or liability
 
take
 
place with
 
sufficient
 
frequency and
 
volume to
 
provide
pricing
 
information
 
on
 
an
 
ongoing
 
basis.
 
If
 
there
 
is
 
no
 
quoted
 
price
 
in
 
an
 
active
 
market,
 
then
 
the
 
Group
 
uses
 
other
 
valuation
techniques that maximize
 
the use of relevant
 
observable inputs and minimize
 
the use of unobservable
 
inputs. The chosen valuation
technique incorporates all of the factors
 
that market participants would take
 
into account in pricing a transaction.
The Group has elected to use mid-market pricing as
 
a practical expedient for fair
 
value measurements within a bid-ask spread.
The best evidence
 
of the fair value
 
of a financial instrument
 
at initial recognition
 
is normally the transaction
 
price, i.e. the fair
 
value
of the consideration given
 
or received unless
 
the Group determines
 
that the fair
 
value at initial
 
recognition differs from the transaction
price. In this case,
 
if the fair value is evidenced
 
by a quoted price in
 
an active market for an identical asset or
 
liability (i.e. Level 1 input)
or based on
 
a valuation
 
technique that
 
uses only data
 
from observable
 
markets, a
 
day one
 
gain or
 
loss is recognized
 
in the
 
income
statement.
 
On the
 
other hand,
 
if the
 
fair value
 
is evidenced
 
by a
 
valuation
 
technique that
 
uses unobservable
 
inputs, the
 
financial
instrument
 
is initially
 
measured at
 
fair value,
 
adjusted to
 
defer the
 
difference
 
between the
 
fair value
 
at initial
 
recognition and
 
the
transaction price (day
 
one gain or
 
loss). Subsequently the
 
deferred gain
 
or loss is amortized
 
on an appropriate
 
basis over the
 
life of
the instrument or released
 
earlier if a quoted
 
price in an active market
 
or observable market
 
data become available
 
or the financial
instrument is closed out.
All assets and liabilities for
 
which fair value is measured
 
or disclosed in the financial statements
 
are categorized
 
within the fair value
hierarchy based on the lowest level
 
input that is significant to the fair value
 
measurement as a whole.
For assets and
 
liabilities that are
 
measured at fair
 
value on a
 
recurring basis, the
 
Group recognizes
 
transfers
 
into and out
 
of the fair
value hierarchy levels at
 
the beginning of the quarter in which a financial instrument's transfer
 
was effected.
 
2.2.13 Impairment of financial assets
The
 
Group
 
recognizes
 
allowance
 
for
 
expected
 
credit
 
losses
 
(ECL)
 
that
 
reflect
 
changes
 
in
 
credit
 
quality
 
since initial
 
recognition
 
to
financial assets that
 
are measured at
 
AC and FVOCI, including
 
loans, securitized notes
 
issued by special purpose
 
entities established
by the Group, lease
 
receivables, debt securities, as well
 
as
 
financial guarantee contracts and loan
 
commitments. ECL are a probability-
weighted average estimate of credit losses that reflects the time value of money. Upon initial recognition of the financial instruments
in scope of the impairment policy,
 
the Group records a
 
loss allowance equal to 12-month ECL,
 
being the ECL that result from default
events
 
that
 
are
 
possible
 
within
 
the
 
next
 
twelve
 
months.
 
Subsequently,
 
for
 
those
 
financial
 
instruments
 
that
 
have
 
experienced
 
a
significant
 
increase
 
in
 
credit
 
risk
 
(SICR) since
 
initial
 
recognition,
 
a loss
 
allowance
 
equal
 
to
 
lifetime
 
ECL
 
is recognized,
 
arising
 
from
default
 
events
 
that are
 
possible over
 
the expected
 
life
 
of the
 
instrument.
 
If upon
 
initial recognition,
 
the financial
 
asset meets
 
the
definition of purchased or originated credit
 
impaired (POCI), the loss allowance is based on the change in
 
the ECL over the life of the
asset.
Loss allowances for
 
trade receivables
 
are always
 
measured at an
 
amount equal to
 
lifetime ECL. For
 
all other financial assets
 
subject
to impairment, the general three-stage
 
approach applies.
Notes to the Consolidated Financial Statements
 
.
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Accordingly,
 
ECL are recognized using a three-stage
 
approach based on the extent of credit deterioration
 
since origination:
Stage 1 – When
 
there is no
 
significant increase in
 
credit risk since initial
 
recognition of a
 
financial instrument, an amount
 
equal
to 12-month ECL is recorded.
 
The 12 – month ECL represent
 
a portion of lifetime losses, that result from
 
default events that are
possible
 
within the
 
next
 
12 months
 
after
 
the reporting
 
date
 
and
 
is equal
 
to
 
the
 
expected
 
cash
 
shortfalls
 
over
 
the
 
life
 
of
 
the
instrument or group of instruments, due to loss events probable within the next 12 months.
 
Not credit-impaired financial assets
that are either newly originated or purchased, as well as assets recognized following
 
a substantial modification accounted for as
a derecognition, are classified initially in Stage 1.
Stage 2 –
 
When a financial
 
instrument experiences a
 
SICR subsequent to
 
origination but is
 
not considered to
 
be in default,
 
it is
included
 
in
 
Stage
 
2.
 
Lifetime
 
ECL
 
represent
 
the
 
expected
 
credit
 
losses
 
that
 
result
 
from
 
all
 
possible
 
default
 
events
 
over
 
the
expected life of the financial instrument.
Stage 3 – Financial
 
instruments that
 
are considered to
 
be in default
 
are included in this
 
stage. Similar to
 
Stage 2, the allowance
for credit losses captures the lifetime expected
 
credit losses.
POCI - Purchased
 
or originated
 
credit impaired
 
(POCI) assets are
 
financial assets that
 
are credit impaired
 
on initial recognition.
They are
 
not subject
 
to stage
 
allocation and
 
are always
 
measured on
 
the basis
 
of lifetime
 
expected credit
 
losses. Accordingly,
ECL
 
are
 
only
 
recognized
 
to
 
the
 
extent
 
that
 
there
 
is
 
a
 
subsequent
 
change
 
in
 
the
 
assets’
 
lifetime
 
expected
 
credit
 
losses.
 
Any
subsequent favorable change to
 
their expected cash flows is recognized as impairment gain
 
in the income statement even if the
resulting expected
 
cash flows exceed
 
the estimated
 
cash flows at
 
initial recognition. Apart
 
from purchased assets
 
directly from
the
 
market
 
or
 
through
 
a business
 
combination,
 
POCI
 
assets
 
may
 
also
 
include
 
financial
 
instruments
 
that
 
are
 
considered
 
new
assets, following a substantial modification
 
accounted for as a derecognition (see section
 
2.2.9).
Definition of default
To determine the risk of default, the
 
Group applies a
 
default definition for accounting purposes, which
 
is consistent with the
 
European
Banking Authority
 
(EBA) definition
 
for non-performing
 
exposure
 
and regulatory
 
definition of
 
default
 
as applied
 
by the
 
Group on
 
1
January 2021 (refer
 
to note
 
5.2.1.2 (a)). The
 
accounting definition
 
of default
 
is also consistent
 
with the
 
one used for
 
internal credit
risk management purposes.
A financial asset
 
is credit-impaired
 
when one or
 
more events
 
that have
 
a detrimental
 
impact on the
 
estimated future
 
cash flows
 
of
that exposure have occurred:
The borrower faces a significant difficulty
 
in meeting his financial obligations.
There has been a breach of contract, such as a default or unpaid amounts, above specified materiality thresholds, for
 
more than
90 consecutive days.
The Group,
 
for
 
economic or
 
contractual
 
reasons
 
relating
 
to the
 
borrower’s
 
financial difficulty,
 
has granted
 
to the
 
borrower
 
a
concession(s) that the Group would not otherwise consider.
There is a probability that the borrower
 
will enter bankruptcy or other financial re-organization.
For
 
POCI
 
financial
 
assets,
 
a
 
purchase
 
or
 
origination
 
at
 
a
 
deep
 
discount
 
that
 
reflects
 
incurred
 
credit
 
losses
 
is
 
considered
 
a
detrimental
 
event.
 
The
 
Group
 
assesses
 
the
 
deep
 
discount
 
criterion
 
following
 
a
 
principle
 
-based
 
approach
 
with
 
the
 
aim
 
to
incorporate all reasonable and supportable
 
information which reflects market conditions that
 
exist at the
 
time of the
 
assessment.
For debt securities, the Group determines the risk of default using an internal credit rating scale. The Group considers debt securities
as credit impaired if the internal rating of the issuer/counterparty
 
corresponds to a rating equivalent to "C" (Moody's
 
rating scale) or
the external rating of the issuer/counterparty at
 
the reporting date is equivalent to “C” (Moody’s rating scale) and the internal rating
is not available.
Significant increase in credit risk (SICR) and staging allocation
Determining whether a loss
 
allowance should be based
 
on 12-month expected credit losses
 
or lifetime expected credit losses
 
depends
on whether
 
there has been
 
a significant
 
increase in credit
 
risk (SICR) of
 
the financial assets,
 
issued loan commitments
 
and financial
guarantee contracts,
 
since initial recognition.
At each reporting date, the Group performs an assessment as to whether
 
the risk of a default occurring over the remaining expected
lifetime of the exposure has increased significantly from the expected
 
risk of a default estimated at origination for
 
that point in time.
The
 
assessment
 
for
 
SICR
 
is
 
performed
 
using
 
both
 
qualitative
 
and
 
quantitative
 
criteria
 
based
 
on
 
reasonable
 
and
 
supportable
information
 
that is
 
available
 
without undue
 
cost or
 
effort
 
including forward
 
looking information
 
and macroeconomic
 
scenarios as
Notes to the Consolidated Financial Statements
 
.
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