Corporate governance refers to a set of rules and processes enabling an organisation to be managed and controlled in an effective manner, providing a reliable framework for the performance of its tasks and ensuring transparency, consistency and equal treatment.
The corporate governance of the Bank of Greece is tailored to its special role and mission, both as a separate institution and as a member of the European System of Central Banks (ESCB) and the Single Supervisory Mechanism (SSM). It complies with Greek law, international corporate governance best practices and the obligations arising from the Bank’s Statute and its role as a member of the Eurosystem.
Transparency and distinct responsibilities
The Bank’s management structure ensures transparency, independence and consistency in decision making; its organisational structure is based on a division of tasks with clearly delineated responsibilities; while its robust internal control framework enables the Bank to carry out its tasks effectively and efficiently and to fulfil its mandate in a credible manner. The decision-making bodies of the Bank are the Governor (replaced by the Deputy Governors), the General Council and the General Meeting of Shareholders. The Bank of Greece has a dual character, as it is also vested with public law powers exercised by special bodies under Articles 28, 35A, 55A and 55C of its Statute.
Internal control and ethics
The Bank’s internal control framework encompasses the Audit Committee, the Internal Audit Directorate, the Risk Management Directorate and the Compliance Unit; the Bank is also required to appoint external auditors to conduct the independent audit of its financial statements.
The Compliance Unit also comprises the AML/CTF Officer referred to in Article 38 of Law 4557/2018, who is entrusted with reporting unusual transactions or transactions suspicious for money laundering or terrorist financing and with monitoring and assessing the proper and effective implementation of the anti-money laundering and counter-terrorist financing (AML/CTF) policy of the Bank. In addition, the AML/CTF Officer has been designated as the competent officer for developing a framework for the assessment and constant monitoring of fraud risk and/or bribery risk, in accordance with the relevant policy of the Bank (Anti-Bribery Officer).
The Bank of Greece adheres to a Code of Conduct, in harmonisation with the European Central Bank Guidelines (EU) 2021/2253 and (EU) 2021/2256 of 2 November 2021, which explicitly requires equal treatment and non-discrimination. The officer responsible for the enforcement of the Code is the Ethics Officer, who is an officer of the Compliance Unit, is operationally independent and reports to the Governor via the Unit.
Furthermore, the Bank –jointly with the European Central Bank and another 25 European national central banks (NCBs) and national competent authorities (NCAs)– has signed the European System of Central Banks (ESCB) and Single Supervisory Mechanism (SSM) equality, diversity and inclusion charter. Under this charter, the signatories commit to ensuring that their workplaces are free from any form of discrimination.
Where it processes personal data, the Bank of Greece observes the legal, organisational and operational principles of the General Regulation on the protection of natural persons with regard to the processing of personal data (GDPR) as well as of the relevant Greek and international regulatory framework. The person entrusted with the enforcement of the said framework is the Data Protection Officer (DPO) of the Bank, who is fully independent and is affiliated to the Compliance Unit.
The Bank’s accounts and statements are prepared in accordance with the accounting rules and techniques applicable to the European System of Central Banks, as determined by the European Central Bank.
Finally, it should be noted that the Bank is explicitly excluded from the scope of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids, in accordance with Article 1(3) of the said Directive.