REG - Alpha Bank A.E. - Annual Financial Report <Origin Href="QuoteRef">ACBr.AT</Origin> - Part 3
31/03/2017 07:07
- Part 3: For the preceding part double click ID:nRSe0956Bb
International Financial Reporting Standards (IFRS) and propose to
the Board of Directors the approval thereof.
d. The items c), d), f), h), i) of article 10 of Directive 2004/25/EC of the European Parliament and of the Council, as
they are incorporated in the items c), d), e), g), h) of article 4 par. 7 of Law 3556/2007, are analysed in the Explanatory
Report of the Board of Directors already submitted to the General Meeting of Shareholders.
e. General Meeting
The General Meeting of Shareholders is the supreme governing body of the Bank and resolves on all corporate matters, apart
from those that fall within the exclusive jurisdiction of the Board of Directors, unless the latter resolves, on a
particular item of its agenda, to relegate it to the General Meeting. Its resolutions shall be binding upon all the
Shareholders including those absent or dissenting.
The General Meeting, unless otherwise foreseen by law and the Articles of Incorporation, is vested with exclusive authority
to resolve on the following matters:
(a) Amend the Articles of Incorporation, including the resolutions to increase or to reduce the share capital;
(b) elect Members to the Board of Directors and award the status of Independent Member of the Board of Directors;
(c) appoint regular auditors and determine their remuneration;
(d) approve and reform the Annual Financial Statements and determine the distribution of the annual profits of the Bank;
(e) issue bond loans pursuant to articles 8 (without prejudice to article 3a par. 1 section b of Codified Law 2190/1920)
and 9 of Law 3156/2003;
(f) merge, split-up, convert, revive, extend the term of operation or wind-up the Bank;
(g) change the nationality of the Bank;
(h) appoint liquidators; and
(i) resolve on any other issues stipulated by law.
Board of Directors
The Board of Directors is responsible for the general administration and management of corporate affairs, as well as for
the representation of the Bank in all its relations and resolves on all issues concerning the Bank. It performs any action
for which the relevant authority is bestowed upon it, apart from those actions for which the General Meeting of
Shareholders is the sole competent authority.
The primary concern of the Board of Directors, while exercising its powers, is to meet the interests of the Bank, the
Shareholders, and of its Employees and of other interested parties (as the case may be). The Board of Directors monitors
the compliance and adherence to the provisions of the law, within the framework of the corporate interest, as well as the
compliance to procedures of reliable and timely information and communication.
Pursuant to the Presubscription Agreement of 28 May 2012, the Hellenic Financial Stability Fund is represented in the Board
of Directors of the Bank. The representative of the Hellenic Financial Stability Fund is also a Member of the Audit
Committee, the Risk Management Committee, the Remuneration Committee and the Corporate Governance and Nominations Committee
of the Board of Directors.
As long as the Bank is subject to the provisions of article 2 of Law 3723/2008, the participation of the representative of
the Greek State in the Board of Directors of the Bank, pursuant to article 1 par. 3 of Law 3723/2008 will be maintained
and, in fact, produce the same lawful effects, until the expiration of the guarantee granted.
The Board of Directors convenes at least on a monthly basis. In 2016, it convened 16 times.
Committeees of the Board of Directors
Á. The Audit Committee of the Board of Directors, having as a whole specialised knowledge in finance and audit, under the
chairmanship of Mr. E.J. Kaloussis, assists the Board of Directors in the adaptation and implementation of an adequate and
effective Internal Control System for the Bank and the Group, which it evaluates on an annual basis, it supervises and
evaluates the procedures followed in drawing-up the published annual and interim Financial Statements of the Bank and of
the Group, it approves the Financial Statements of the Bank and of the Group before they are submitted to the Board of
Directors, ensures the independent and unprejudiced conducting of internal and external audits in the Bank and assesses the
performance and effectiveness of the Internal Audit and Compliance Divisions of the Bank and the Group.
The Audit Committee convenes at least once every quarter. In 2016, it convened 6 times.
The specific duties and responsibilities of the Audit Committee are determined in its Charter, which is posted on the
Bank's website (http://www.alpha.gr/page/default.asp?id=3295&la=2 ).
Â. The Risk Management Committee of the Board of Directors, under the chairmanship of Mr. J.A. Vanhevel, recommends to the
Board of Directors the risk undertaking and capital management strategy, checks its implementation, evaluates its
effectiveness and defines the principles governing risk management with regard to identifying, forecasting, measuring,
monitoring, controlling and handling it in line with the adequacy of the available resources, as well as the limits of the
Risk Appetite of the Bank and of the Group. It evaluates and monitors the implementation of the Troubled Assets Management
Strategy and the performance of actions on Non-Performing Exposures. The Member of the Committee Mr. R.R. Gildea possesses
expertise and experience in risk management and NPLs management.
The Risk Management Committee convenes at least every month. In 2016, it convened 12 times.
The specific duties and responsibilities of the Risk Management Committee are determined in its Charter, which is posted on
the Bank's website (http://www.alpha.gr/page/default.asp?id=3295&la=2).
C. The Remuneration Committee of the Board of Directors proposes the policy for remuneration, of the Bank and Group
Personnel as well as of the Members of the Board of Directors and submits recommendations accordingly to the Board of
Directors.
The Remuneration Committee convenes at least twice a year. In 2016, it convened 5 times.
The specific duties and responsibilities of the Remuneration Committee are determined in its Charter, which is posted on
the Bank's website (http://www.alpha.gr/page/default.asp?id=3295&la=2 ).
D. The Corporate Governance and Nominations Committee of the Board of Directors attends to the implementation of the legal,
regulatory and supervisory frameworks with regards to the composition, structure and operation of the Board of Directors,
and of international corporate governance best practices. Additionally, it formulates the Policy for the Nomination of
Candidates to the Alpha Bank Board of Directors.
The Corporate Governance and Nominations Committee convenes at least twice a year. In 2016, it convened 8 times.
In particular, as far as the Policy for the Nomination of Candidates to the Alpha Bank Board of Directors is concerned, the
Committee evaluates the qualifications with regards to the different business sectors and the interaction of the candidate
with the geographical areas served by the Bank and the Group. It takes into consideration their professional and management
experience, their skills, integrity of character, and their ability to fulfil the independence criteria. During the
nomination procedure it assesses the balance of knowledge, qualifications, experience, skills, views, as well as gender
within the Board of Directors, so as to rule with perspicuity on the role and skills that the candidate Members must have.
The specific duties and responsibilities of the Corporate Governance and Nominations Committee are determined in its
Charter, which is posted on the Bank's website (http://www.alpha.gr/page/default.asp?id=3295&la=2).
Composition of the Board of Directors and the Board of Directors' Committees for the year 2016
Board of Directors Audit Committee Risk Management Committee Remuneration Committee Corporate Governance and Nominations Committee
Chairman (Non-Executive Member) Vasileios T.Rapanos Professor Emeritus, University of Athens
Vice Chairman (Non-Executive Independent Member) ○ ● ●
Minas G. Tanes (until 21.4.2016)Chairman, FOOD PLUS S.A.
Pavlos A. Apostolides (Vice-Chairman from 21.4.2016 until 15.12.2016 ) ● ○
Honorary Ambassador
Evangelos I. Kaloussis (Vice-Chairman as of 15.12.2016)Chairman, Federation of Hellenic Food Industries (SEVT) ● ○
EXECUTIVE MEMBERS
Managing Director - CEO
Demetrios P.Mantzounis
Executive Directors and General Managers
Spyros N.Filaretos
Artemios Ch.Theodoridis
George C.Aronis
NON-EXECUTIVE MEMBERS
Ioanna E. Papadopoulou (until 28.7.2016)President and Managing Director, ○
E.J. PAPADOPOULOS S.A. BISCUIT AND FOODWARE INDUSTRY
Efthimios O. VidalisExecutive Member of the Board of Directors, TITAN S.A. ○(as of 15.12.2016) ○(as of 15.12.2016)
NON-EXECUTIVE INDEPENDENT MEMBERS
Ioannis K. Lyras (until 30.11.2016)President, PARALOS MARITIME CORPORATION S.A. ○ ○
Ibrahim S. DabdoubVice Chairman, INTERNATIONAL BANK OF QATAR ●(as of 15.12.2016) ○(as of 28.7.2016)
Shahzad A. ShahbazInvestment Advisor ○ ●
Jan A. Vanhevel (as of 21.4.2016)Banking Executive ○ ●
Richard R. Gildea (as of 28.7.2016)Banking Executive ○ ○
NON-EXECUTIVE MEMBER in accordance with Law 3723/2008
THE GREEK STATE, via its appointed representative: - Ms Marica S. Ioannou - Frangakis, Economist
NON-EXECUTIVE MEMBER in accordance with Law 3864/2010
Panagiota S. Iplixian As representative, and upon instruction of the Hellenic Financial Stability Fund. ○ ○ ○ ○
● Committee Chairman ○ Committee Member
CVs of the Memers of the Board of Directors
Chairman
(Non-Executive Member)
Vasileios T.Rapanos
He was born in Kos in 1947. He is Professor Emeritus at the Faculty of Economics of the University of Athens. He studied
Business Administration at the Athens School of Economics and Business (1975) and holds a Master's in Economics from
Lakehead University, Canada (1977) and a PhD from Queen's University, Canada. He was Deputy Governor and Governor of the
Mortgage Bank (1995-1998), Chairman of the Board of Directors of the Hellenic Telecommunications Organization (1998-2000),
Chairman of the Council of Economic Advisors at the Ministry of Economy and Finance (2000-2004), and Chairman of the Board
of Directors of the National Bank of Greece and the Hellenic Bank Association (2009-2012). He has been the Chairman of the
Board of Directors of the Bank since May 2014.
Vice-Chairman
(Non-Executive Independent Member)
Minas G.Tanes (until 21.4.2016)
He was born in 1940 and is the Chairman of FOOD PLUS S.A. He was at the helm of Athenian Brewery S.A. from 1976 to 2008 and
was a member of the Board of Directors of the Bank from 2003.
Pavlos A.Apostolides (from 21.4.2016 to 15.12.2016)
He was born in 1942 and graduated from the Law School of Athens. He was a member of the Bank's Board of Directors from
2004. He joined the Diplomatic Service in 1965 and has been, among others, Ambassador of Greece to Cyprus and Permanent
Representative of Greece to the European Union in Brussels. In 1998 he became General Secretary of the Ministry of Foreign
Affairs and in 1999 he was appointed Director of the National Intelligence Agency. He retired in November 2004.
Evangelos J.Kaloussis (as of 15.12.2016)
He was born in 1943 and is the Chairman of the Federation of Hellenic Food Industries (SEVT) as of 2006, whereas he has
been a member of the Federation's Board of Directors since 2002. He was Chairman of NESTLE HELLAS S.A. from 2001 until
2015. He has been a member of the Board of Directors of the Bank since 2007.
EXECUTIVE MEMBERS
MANAGING DIRECTOR - CEO
Demetrios P.Mantzounis
He was born in Athens in 1947. He studied Political Sciences at the University of Aix-Marseille. He joined the Bank in 1973
and he has been a member of the Board of Directors of the Bank since 1995. In 2002 he was appointed General Manager and he
has been the Managing Director since 2005.
Executive Directors and General Managers
Spyros N.Filaretos
He was born in Athens in 1958. He studied Economics at the University of Manchester and at the University of Sussex. He
joined the Bank in 1985. He was appointed Executive General Manager in 1997. He has been a member of the Board of Directors
of the Bank and a General Manager since 2005. In October 2009 he was appointed Chief Operating Officer (COO).
Artemios Ch.Theodoridis
He was born in Athens in 1959. He studied Economics and holds an MBA from the University of Chicago. He joined the Bank as
Executive General Manager in 2002. He has been a member of the Board of Directors of the Bank and a General Manager since
2005.
George C. Aronis
He was born in Athens in 1957. He studied Economics and holds an MBA, major in Finance, from the Athens Laboratory of
Business Administration (ALBA). He has worked for multinational banks for 15 years, mostly at ABN AMRO BANK in Greece and
abroad. He joined Alpha Bank in 2004 as Retail Banking Manager. In 2006 he was appointed Executive General Manager and in
2008 General Manager. He joined the Board of Directors of the Bank in 2011.
NON-EXECUTIVE MEMBERS
Ioanna E. Papadopoulou (until 28.7.2016)
She was born in 1952 and is the President and Managing Director of the E.J. PAPADOPOULOS S.A. BISCUIT AND FOODWARE
INDUSTRY. She was a member of the Board of Directors of the Bank from 2008.
Efthimios O.Vidalis
He was born in 1954. He holds a BA in Government from Harvard University and an MBA from the Harvard Graduate School of
Business Administration. He worked at Owens Corning (1981-1998), where he served as President of the Global Composites and
Insulation Business Units. Furthermore, he was Chief Operating Officer (1998-2001) and Chief Executive Officer (2001-2011)
of the S&B Industrial Minerals Group, where he served on the Board of Directors for 15 years. He is an executive member of
the Board of Directors of the TITAN Group. He was a member of the Board of Directors of the Hellenic Federation of
Enterprises (SEV) from 2006 to 2016 as well as founder and Chairman of the SEV Business Council for Sustainable Development
from 2008 to 2016. He has been a member of the Board of Directors of the Bank since May 2014.
NON-EXECUTIVE INDEPENDENT MEMBERS
Ioannis K.Lyras (until 30.11.2016)
He was born in 1951 and is the President of PARALOS MARITIME CORPORATION S.A. He was a member of the Board of Directors of
the Bank from 2005. He was Chairman of the Union of Greek Shipowners from 1997 to 2003. He represents the Union of Greek
Shipowners to the Board of Directors of the European Community Shipowners' Associations.
Ibrahim S.Dabdoub
He was born in 1939. He studied at the Collège des Frères in Bethlehem, at the Middle East Technical University in Ankara,
Turkey and at Stanford University, California, U.S.A. He was the Group Chief Executive Officer of the National Bank of
Kuwait from 1983 until March 2014. He is Vice Chairman of the International Bank of Qatar (IBQ), Doha and a member of the
Board of Directors of the International Institute of Finance (IIF) as well as Co-Chair of the Emerging Markets Advisory
Council (EMAC), Washington D.C. He is also a member of the Bretton Woods Committee, Washington D.C. and of the
International Monetary Conference (IMC). Furthermore, he is a member of the Board of Directors of the Central Bank of
Jordan, Amman, of the Board of Directors of the Consolidated Contractors Company, Athens, and of the Board of Advisors of
Perella Weinberg, New York. In 1995, he was awarded the title of "Banker of the Year" by the Arab Bankers Association of
North America (ABANA) and in 1997 the Union of Arab Banks named him "Arab Banker of the Year". In 2008 and 2010 he was
given a "Lifetime Achievement Award" by "The Banker" and "MEED" respectively. He has been a member of the Board of
Directors of the Bank since May 2014.
Shahzad A.Shahbaz
He was born in 1960. He holds a BA in Economics from Oberlin College, Ohio, U.S.A. He has worked at various banks and
investments firms, since 1981, including the Bank of America (1981-2006), from which he left as Regional Head (Corporate
and Investment Banking, Continental Europe, Emerging Europe, Middle East and Africa). He served as Chief Executive Officer
(CEO) of NDB Investment Bank/Emirates NBD Investment Bank (2006-2008) and of QInvest (2008-2012). He is currently the
Investment Advisor at Al Mirqab Holding Co. He has been a member of the Board of Directors of the Bank since May 2014.
Jan A. Vanhevel (as of 21.4.2016)
He was born in 1948. He studied Law at the University of Leuven (1971), Financial Management at Vlekho (Flemish School of
Higher Education in Economics), Brussels (1978) and Advanced Management at INSEAD (The Business School for the World),
Fontainebleau. He joined Kredietbank in 1971, which became KBC Bank and Insurance Holding Company in 1998. He acquired a
Senior Management position in 1991 and joined the Executive Committee in 1996. In 2003 he was in charge of the non-Central
European branches and subsidiaries while in 2005 he became responsible for the KBC subsidiaries in Central Europe and
Russia. In 2009 he was appointed CEO and implemented the Restructuring Plan of the group until 2012 when he retired. From
2008 until 2011 he was President of the Fédération belge du secteur financier (Belgian Financial Sector Federation) and a
member of the Verbond van Belgische Ondernemingen (Federation of Enterprises in Belgium), while he has been the Secretary
General of the Institut International d'Études Bancaires (International Institute of Banking Studies) since May 2013. He
was also a member of the Liikanen Group on reforming the structure of the EU banking sector. He has been a member of the
Board of Directors of the Bank since April 2016.
Richard R. Gildea (as of 28.7.2016)
He was born in 1952. He holds a BA in History from the University of Massachusetts (1974) and an MA in International
Economics, European Affairs from The Johns Hopkins University School of Advanced International Studies (1984). He served in
JP Morgan Chase from 1986 until 2015 wherein he held various senior management positions throughout his career. He was
Emerging Markets Regional Manager for the Central and Eastern Europe Corporate Finance Group, London (1993-1997) and Head
of Europe, Middle East and Africa (EMEA) Restructuring, London (1997-2003), as well as Senior Credit Officer in EMEA
Emerging Markets, London (2003-2007). From 2007 until 2015 he was Senior Credit Officer for JP Morgan's Investment Bank
Corporate Credit in EMEA Developed Markets, London and was appointed Senior Risk Representative to senior committees within
the Investment Bank. He is currently a member of the Board of Trustees at The Johns Hopkins University School of Advanced
International Studies, Washington D.C., of the Chatham House (the Royal Institute of International Affairs), London and of
the International Institute of Strategic Studies, London. He has been a member of the Board of Directors of the Bank since
July 2016.
NON-EXECUTIVE MEMBER, pursuant to the provisions of Law 3723/2008
THE GREEK STATE, via its appointed representative:
Marica S. Ioannou - Frangakis
She was born in Asyut, Egypt in 1950. She holds a BSc in Economics from the London School of Economics (LSE), University of
London, U.K. and an MA in Development Economics from the University of Sussex, U.K. From 1978 to 1993 she worked at the
Agricultural Bank of Greece, initially as Head of the Economic Forecasting Department (1978-1990) and then at the
Privatisations Unit of the Governor's Office (1990-1993). From 1993 to 2010 she served as Head of the Liquidations
Department of Ethniki Kefaleou S.A., a company of the National Bank of Greece group. She is currently an independent
researcher focusing on Macroeconomics and Finance. She is a member of the Board of Directors of the Nicos Poulantzas
Institute as well as of the Steering Committee of the EuroMemo Group. Following a decision by the Minister of Finance, she
has been a member of the Board of Directors of the Bank as a representative of the Greek State since March 2015.
NON-EXECUTIVE MEMBER, pursuant to the provisions of Law 3864/2010
Panagiota S. Iplixian
She was born in 1949. She holds a BA in Business Administration and a Postgraduate Diploma in Management Studies from the
University of Northumbria, Newcastle upon Tyne, England, and specialised in "Organisation and Methods" at the British
Institute of Administrative Management. From 1972 to 1987, she worked for consulting firms. From 1987 until 2000 she worked
for commercial banks in the United States and from 2000 until 2009 for EFG Eurobank Ergasias. From 2010 until 2012 she was
a Non-Executive Independent Member of the Board of Directors of the Hellenic Financial Stability Fund. From October 2011
until December 2013 she was Non-Executive Vice President of the Board of Directors of New Proton Bank, representing the
Hellenic Financial Stability Fund. She has been a member of the Board of Directors of the Bank, representing the Hellenic
Financial Stability Fund, since January 2014.
Management Committees
The Committees composed by Members of the Management of the Bank are the Executive Committee, the Operations Committee, the
Assets - Liabilities Management Committee (ALCo), the Treasury and Balance Sheet Management Committee, the Operational Risk
Committee, the Credit Risk Committee and the Troubled Assets Committee.
A. The Executive Committee is the senior executive body of the Bank. It convenes at least once a week under the
chairmanship of the Managing Director and with the participation of the General Managers and the Secretary of the
Committee. Depending on the subjects under discussion, other Executives or Members of the Management of Group Companies
participate in the proceedings. The Executive Committee carries out a review of the domestic and international economy and
market developments, and examines issues of business planning and policy. Furthermore, the Committee deliberates on issues
relating to the development of the Group and submits recommendations on the Rules and Regulations of the Bank, as well as
on the budget of each Business Unit. Finally, it submits recommendations on the Human Resources policy and the
participation of the Bank or the Group Companies in other companies.
B. The Operations Committee convenes at least once a week under the chairmanship of the Managing Director and with the
participation of the General Managers, the Executive General Managers, and the Secretary of the Committee. Depending on the
subjects under discussion, other Executives or Members of the Management of Group Companies participate in the proceedings.
The Operations Committee undertakes a review of the market and the sectors of the economy, examines the course of business
and new products. It resolves on the policy on Network and Group development and determines the credit policy. Finally, it
decides on treasury management, the level of interest rates and the Terms and Conditions for deposits, loans and
transactions of the Bank.
C. The Assets - Liabilities Management Committee (ALCo) convenes regularly every quarter under the chairmanship of the
Managing Director. The General Managers, the Executive General Managers and the Managers of the Asset Liability Management
Division, the Market and Operational Risk Division, the Analysis and Performance Management Division, the Asset Gathering
Management Division, the Accounting and Tax Division, the Economic Research Division, the Wholesale Banking Credit Risk
Division, the Retail Banking Credit Risk Division, the Trading Division and the Capital Management and Banking Supervision
Division participate as Members. The Committee examines and decides on issues related to Treasury and Balance Sheet
Management and monitors the course of the results, the budget, the funding plan, the capital adequacy and the overall
financial volumes of the Bank and the Group approving the respective actions and policies. In addition, the Committee
approves the interest rate policy, the structure of the investment portfolios and the total market, interest rate and
liquidity risk limits.
D. The Treasury and Balance Sheet Management Committee convenes regularly every month under the chairmanship of the
Wholesale Banking and International Network General Manager. The Retail Banking General Manager, the Chief Risk Officer,
the Chief Financial Officer, the Executive General Manager of Treasury Management and the Managers of the Asset Liability
Management Division and the Market and Operational Risk Division participate as Members. The Committee examines and submits
recommendations to ALCo or to the Executive Committee of the Bank on issues generally related to the Treasury and Balance
Sheet Management, such as capital structure, interest rate policy, total market, interest rate and liquidity risk limits,
the funding policy of the Bank and the Group, liquidity management, stress test assumptions, hedging strategies, funds
transfer pricing, the structure of the investment portfolios and capital and liquidity allocation to the business units.
E. The Operational Risk Committee convenes regularly under the chairmanship of the Managing Director and with the
participation of the General Managers, the Information Technology and Operations Executive General Manager and the Manager
of the Market and Operational Risk Division. The Operational Risk Committee ensures that the appropriate organisational
structure, processes, methodologies and infrastructure to manage operational risk are in place. In addition, it is
regularly updated on the operational risk profile of the Group and the results of the operational risk assessment process;
reviews recommendations for minimising operational risk; assesses forecasts regarding Third Party Lawsuits against the
Bank; approves the authorisation limits of the Committees responsible for the management of operational risk events of the
Bank and the Group Companies and reviews the operational risk events whose financial impact exceeds the limits of the other
Committees.
F. The Credit Risk Committee convenes regularly at least every quarter under the chairmanship of the Managing Director and
with the participation of the General Managers and the Managers of the Credit Control Division, the Credit Risk Data and
Analysis Division and the Capital Management and Banking Supervision Division. The Credit Risk Committee assesses the
adequacy and the efficiency of the credit risk management policy and procedures of the Bank and the Group with regard to
the undertaking, monitoring and management of credit risk per Business Unit (Wholesale Banking, Retail Banking, Wealth
Management/Private Banking), geographical area, product, activity, industry et al. and resolves on the planning of the
required corrective actions.
G. The Troubled Assets Committee (TAC) reports to the General Manager - Chief Operating Officer and convenes on a monthly
basis or ad hoc under the chairmanship of either the Non-Performing Loans - Wholesale Banking Executive General Manager or
the Non-Performing Loans - Retail Banking Executive General Manager while the Managers of the Strategic Planning Division,
the Credit Control Division, the Credit Risk Data and Analysis Division, the Capital Management and Banking Supervision
Division, the Budgeting and Controlling Division, the Non-Performing Loans Monitoring Division - Retail and the
Non-Performing Loans Monitoring Division - Wholesale participate in the meetings. The Committee examines issues related to
the portfolios managed by the Divisions under the supervision of the Non-Performing Loans - Wholesale Banking Executive
General Manager and the Non-Performing Loans - Retail Banking Executive General Manager, in order to achieve the
operational goals of the Bank and the Group, pertaining to which it may propose further decision-making to the Credit Risk
Committee and subsequently to the Board of Directors for the final approval, through the Risk Management Committee of the
Board.
Finally, the Bank states that it complies immediately with any additional disclosure requirements which are set by the
institutional framework for Credit Institutions.
f. Description of the diversity policy applied to management, administration and supervision bodies.
To Alpha Bank, the provision of equal opportunities for employment and advancement to all its Employees, is not merely a
legal obligation, but a cornerstone of its Human Resources policy. This policy is incorporated in the Human Resources
management procedures and practices and ensures the implementation thereof in every country where Alpha Bank is present.
Seeking to implement gender equality in action and to address the issue of the low percentage of women in positions of
responsibility, two issues which are typical of the Greek labour market, Alpha Bank has taken a number of measures which
help its Employees balance their professional and family life, while also promoting equitable treatment and merit-based
Personnel advancement, with equal advancement opportunities for female Employees. The Bank also applies a uniform,
gender-neutral salary policy to all categories of Personnel. The Bank respects and defends the diversity of its Employees
irrespective of gender, age, nationality, political and religious convinctions or any other discrimination. Further to the
above principles, the Bank recognises the need for diversity pertaining to skills, background, knowledge and experience in
order to facilitate constructive discussion and independent thinking. It ensures top-quality work conditions and
opportunities for advancement that are based on merit and equitable treatment. It offers fair remuneration, based on
contracts which are in agreement with the conditions of the corresponding national labour market and ensures compliance
with the respective national regulations, inter alia, on minimum pay, working hours and the granting of leave.
Moreover, the Bank defends human rights and opposes all forms of child, forced or compulsory labour. Alpha Bank respects
Employee rights and is committed to safeguarding them fully, in accordance with the national and European law and the
Conventions of the International Labour Organization.
The Board of Directors of Alpha Bank applies a Diversity Policy pertaining to gender in accordance with which Alpha Bank
strives to achieve and maintain over time a balanced gender profile at Board level. The Bank targets a Board gender profile
where the under-represented gender constitutes at least 30% of Board Members. This might not always be achievable in the
short term. However, whenever the above target is not reached, the Corporate Governance and Nominations Committee informs
the Board and makes its achievement a priority in nominating candidates.
Employees in positions of responsibility (Positions of Responsibility are defined as the positions from Branch Manager and
above) as of 31.12.2016:
Gender Age Breakdown as of 31.12.2016 Percentage (%)
18-25 26-40 41-50 51+ Total
Male 45 260 195 500 63.21
Female 32 210 49 291 36.79
Total: 77 470 244 791 100
Percentage % 9.73 59.42 30.85 100
Educational level Breakdowns 31.12.2016 Percentage
Postgraduate Studies (Master's, PhD) 270 34,13
Tertiary Education (graduates of Universities or Technological Education Institutes) 279 35,27
High School (Lyceum) graduates 242 30,59
Total: 791 100
The percentage and number of Employees in managerial positions per educational level points out the following:
• Employees in managerial positions holding tertiary education degrees (graduates of Universities or Technological
Education Institutes) represent in 2016 the highest percentage, i.e. 35.27%.
• Employees in managerial positions holding postgraduate degrees represent in 2016 34.14%.
• The percentage of High School (Lyceum) graduates represents the lowest percentage of the population in question, i.e.
30.59%.
Remuneration Policy
The Remuneration Policy is consistent with the values, business strategy, objectives and, in general, the long-term
interests of the Bank and the Group Companies and complies, inter alia, with the dictates of Law 3723/2008, Law 4261/2014
and the Bank of Greece Governor's Act 2650/2012.
In particular, in the context of effective risk management, it discourages excessive risk undertaking and prevents or
minimises the emergence of conflicts of interest which are to the detriment of the proper, wise and moral management of
risks. It also correlates the remuneration received by the Human Resources of the Bank and Group Companies with the risks
they undertake and manage.
For the determination of the fixed remuneration, further to the provisions of the labour legislation and the collective
labour agreements, the market practices and the significance of each position are also taken into account. In order to
establish an objective and fair Remuneration Policy, the assessment of job positions is required. Furthermore, the
performance management system motivates the achievement of outstanding long-term results without encouraging excessive risk
undertaking. More specifically, the evaluation of the performance of an Executive takes into account the achievement of
his/her predefined goals, which include, operational results, adherence to internal procedures, client relations and
subordinates management, but also includes qualitative criteria relating to his/her personality demonstrated in the
performance of his/her duties. The proper and selective implementation of the variable remuneration policy is considered a
necessary tool of Human Resources Management and is required for attracting and/or keeping Executives at Bank and Group
level, thus contributing significantly to the achievement of the long-term business objectives of the Bank and the Group
Companies.
Athens, 30 March 2017
THE CHAIRMAN
OF THE BOARD OF DIRECTORS
VASILEIOS T. RAPANOS
ID. No ÁÉ 666242
Group Financial Statements as at 31.12.2016
Consolidated Income Statement
(Amounts in thousands of Euro)
From 1 January to
Note 31.12.2016 31.12.2015*
Interest and similar income 2 2,668,781 2,972,740
Interest expense and similar charges 2 (744,696) (1,075,279)
Net interest income 2 1,924,085 1,897,461
Fee and commission income 373,667 373,791
Commission expense (55,742) (65,150)
Net fee and commission income 3 317,925 308,641
Dividend income 4 3,178 3,308
Gains less losses on financial transactions 5 84,896 (46,869)
Other income 6 56,988 58,329
145,062 14,768
Total income 2,387,072 2,220,870
Staff costs 7 (507,853) (519,626)
Cost/Provision for separation schemes 7 (31,655) (64,300)
General administrative expenses 8 (510,770) (539,563)
Depreciation and amortization 20, 21, 22 (97,425) (102,587)
Other expenses 9 (77,752) (40,793)
Total expenses (1,225,455) (1,266,869)
Impairment losses and provisions to cover credit risk 10 (1,167,953) (2,987,646)
Share of profit/(loss) of associates and joint ventures 19 (3,342) (9,821)
Profit/(loss) before income tax (9,678) (2,043,466)
Income tax 11 29,214 806,814
Profit/(loss) after income tax, from continuing operations 19,536 (1,236,652)
Profit /(loss) after income tax, from discontinued operations 47 22,766 (134,802)
Profit/(loss) after income tax 42,302 (1,371,454)
Profit/(loss) attributable to:
Equity owners of the Bank
- from continuing operations 19,374 (1,236,912)
- from discontinued operations 22,766 (134,802)
42,140 (1,371,714)
Non-controlling interests
- from continuing operations 38 162 260
Earnings/(losses) per share:
Basic and diluted (E per share) 12 0.03 (3.56)
Basic and diluted from continuing operations (E per share) 12 0.01 (3.21)
Basic and diluted from discontinued operations (E per share) 12 0.01 (0.35)
-----------------------------------
* The figures for the comparative year for the Consolidated Income Statement have been restated due to modification of
the presentation of figures related to the loyalty bonus card program and the presentation of Alpha Bank Srbija A.D. as
discontinued operations (note 49).
The attached notes (pages 47-190) form an integral part of these consolidated financial statements
Consolidated Balance Sheet
(Amounts in thousands of Euro)
Note 31.12.2016 31.12.2015*
ASSETS
Cash and balances with central banks 13 1,514,607 1,730,327
Due from banks 14 1,969,281 1,976,273
Trading securities 15 4,701 2,779
Derivative financial assets 16 634,323 793,015
Loans and advances to customers 17 44,408,760 46,186,116
Investment securities
- Available for sale 18a 5,217,053 5,794,484
- Held to maturity 18b 44,999 79,709
- Loans and receivables 18c 2,682,655 4,289,482
Investments in associates and joint ventures 19 21,792 45,771
Investment property 20 614,092 623,662
Property, plant and equipment 21 793,968 860,901
Goodwill and other intangible assets 22 371,314 345,151
Deferred tax assets 23 4,519,046 4,398,176
Other assets 24 1,450,459 1,508,633
64,247,050 68,634,479
Assets held for sale 47 625,216 663,063
Total Assets 64,872,266 69,297,542
LIABILITIES
Due to banks 25 19,105,577 25,115,363
Derivative financial liabilities 16 1,336,227 1,550,529
Due to customers (including debt securities in issue) 26 32,946,116 31,434,266
Debt securities in issue held by institutional investors and other borrowed funds 27 616,865 400,729
Liabilities for current income tax and other taxes 28 33,778 38,192
Deferred tax liabilities 23 21,219 20,852
Employee defined benefit obligations 29 91,828 108,550
Other liabilities 30 879,185 910,623
Provisions 31 321,704 298,458
55,352,499 59,877,562
Liabilities related to assets held for sale 47 406,354 366,781
Total Liabilities 55,758,853 60,244,343
EQUITY
Equity attributable to equity owners of the Bank
Share capital 32 461,064 461,064
Share premium 33 10,790,870 10,790,870
Reserves 34 400,640 308,880
Amounts recognized directly in equity related to assets held for sale 34, 47 (68,579) 40
Retained earnings 35 (2,506,711) (2,546,885)
9,077,284 9,013,969
Non-controlling interests 38 20,997 23,998
Hybrid securities 36 15,132 15,232
Total Equity 9,113,413 9,053,199
Total Liabilities and Equity 64,872,266 69,297,542
-----------------------------------
* The figures of the Consolidated Balance Sheet of the comparative year have been restated due to the completion of the
valuation of net assets of acquired subsidiary company and the correct presentation of amounts of Alpha Bank A.D. Skopje
recognized directly in equity (note 49).
The attached notes (pages 47-190) form an integral part of these consolidated financial statements
Consolidated Statement of Comprehensive Income
(Amounts in thousands of Euro)
From 1 January to
Note 31.12.2016 31.12.2015*
Profit/(loss), after income tax, recognized in the Income Statement 42,302 (1,371,454)
Other comprehensive income recognized directly in equity:
Amounts that may be reclassified to the Income Statement
Net change in available for sale securities reserve 93,352 214,288
Net change in cash flow hedge reserve (55,212) 52,313
Exchange differences on translating and hedging the net investment in foreign operations (849) 773
Net change in the share of other comprehensive income of associates and joint ventures - (547)
Income tax (6,635) (68,055)
Amounts that may be reclassified in the income statement from continuing operations 30,656 198,772
Amounts that may be reclassified in the income statement from discontinued operations 47 (1,458) 1,959
Amounts that may not be reclassified in the income statement from continuing operations
Net change in actuarial gains/(losses) of defined benefit obligations (10,694) 916
Income tax 3,100 2,130
(7,594) 3,046
Amounts that may not be reclassified in the income statement from discontinued operations 4 (4)
Total of other comprehensive income recognized directly in equity, after income tax 11 21,608 203,773
Total comprehensive income for the year, after income tax 63,910 (1,167,681)
Total comprehensive income for the year attributable to:
Equity owners of the Bank
- from continuing operations 42,448 (1,035,109)
- from discontinued operations 21,312 (132,847)
63,760 (1,167,956)
Non controlling interests
- from continuing operations 150 275
-----------------------------------
* The figures for the comparative year for the Consolidated Comprehensive Income have been restated due to the
presentation of Álpha Bank Srbija A.D. as discontinued operations and due to the completion of the valuation of net assets
of acquired subsidiary company (note 49).
The attached notes (pages 47-190) form an integral part of these consolidated financial statements
Consolidated Statements of Changes in Equity
(Amounts in thousands of Euro)
Note Share capital Share premium Reserves Retained earnings Total Non-controlling interests Hybrid securities Total
Balance 1.1.2015 3,830,718 4,858,216 105,687 (1,142,801) 7,651,820 23,266 31,464 7,706,550
Changes for the period 1.1- 31.12.2015
Profit for the year, after income tax (1,371,714) (1,371,714) 260 (1,371,454)
Other comprehensive income recognized directly in equity, after income tax 200,713 3,045 203,758 15 203,773
Total comprehensive income for the year, after income tax 200,713 (1,368,669) (1,167,956) 275 - (1,167,681)
Decrease of common shares nominal value 32 (3,754,104) 3,754,104 - -
Share capital increase paid in cash 32 232,825 1,319,344 1,552,169 1,552,169
Share capital increase through capitalization of monetary claims 32 151,625 859,206 1,010,831 1,010,831
Share capital increase expenses, after income tax (43,506) (43,506) (43,506)
Effect due to change in income tax rate for the share capital increase expenses 6,261 6,261 6,261
Purchases/sales and change of ownership interests in subsidiaries (457) (457) 457 -
(Purchases), (redemptions)/sales of hybrid securities, after income tax 4,807 4,807 (16,232) (11,425)
Appropriation of reserves 2,520 (2,520) - -
Balance 31.12.2015 461,064 10,790,870 308,920 (2,546,885) 9,013,969 23,998 15,232 9,053,199
The attached notes (pages 47-190) form an integral part of these consolidated financial statements
(Amounts in thousands of Euro)
Note Share capital Share premium Reserves Retained earnings Total Non-controlling interests Hybrid securities Total
Balance 1.1.2016 461,064 10,790,870 308,920 (2,546,885) 9,013,969 23,998 15,232 9,053,199
Changes for the period 1.1-31.12.2016
Profit for the year, after income tax 42,140 42,140 162 42,302
Other comprehensive income recognized directly in equity, after income tax 29,208 (7,588) 21,620 (12) 21,608
Total comprehensive income for the year, after income tax - - 29,208 34,552 63,760 150 - 63,910
Share capital increase expenses, after income tax (689) (689) (689)
Purchases/sales and change of ownership interests in subsidiaries (8,826) 8,826 - (3,151) (3,151)
(Purchases), (redemptions)/sales of hybrid securities, after income tax 61 61 (100) (39)
Appropriation of reserves 2,759 (2,759) - -
Other 183 183 183
Balance 31.12.2016 461,064 10,790,870 332,061 (2,506,711) 9,077,284 20,997 15,132 9,113,413
The attached notes (pages 47-190) form an integral part of these consolidated
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