We are committed to high standards of corporate governance
Good governance generates trust and engagement between a company and its stakeholders and contributes to the company's long term success. Accountability, integrity, transparency, fairness, equity, sustainability and ethics are all fundamental values of good governance.
The Board of Directors of the Bank of Cyprus Holdings Plc is committed to the highest international standards of Corporate Governance and transparency and aims to ensure on an ongoing basis that the Company is a modern, transparent, competitive and sustainable organisation.
Through sound corporate governance and corporate administration, the Company achieves a dynamic and effective communication between the Board, management and shareholders, leading to the succesful implementaition of its strategy.
As the leading publicly-traded banking group in Cyprus, the Company complies with the Corporate Governance Code of the Cyprus Stock Exchange as well as the Directive on Governance and Management Arrangements of the Central Bank of Cyprus.
The Company also applies the UK Code of Corporate Governance and adheres to best practices on corporate governance.
The Board of Directors provides leadership of the Group within a framework of prudent and effective controls which enable risk to be assessed and managed. At the same time the Board sets the Group’s values and standards and ensures that its obligations towards its shareholders and other stakeholders are understood and met.
The key principles of corporate governance that the Bank of Cyprus implements are the following:
- The Board consists of at least 50% independent members (excluding the Chairman), other non-executive members as well as at least two executive members. The roles of Chairperson of the Board and Chief Executive Officer (CEO) are separate and clearly established and assigned to two different persons. The Board strives to be sufficiently diverse as regards age, gender, educational and professional background and other distinctions and has instituted a diversity policy to promote the Board’s strategy.
- The Audit Committee made up of only independent non-executive members, is responsible for monitoring the integrity of financial reporting and providing oversight of the Group's compliance, internal and external audit functions. It monitors and assesses on an annual basis the adequacy and effectiveness of internal controls and information systems, based on the reports from Group Internal Audit, Group Compliance and observations and comments of external auditors and competent supervisory authorities and submits proposals to the Board for addressing weaknesses identified.
- The Risk Committee made up of non-executive members most of whom are independent, plays a key role in setting the risk appetite and strategy of the Group and ensuring compliance with risk management strategy, policies and regulations. It is responsible for the development of an internal risk management framework and its integration with the Bank’s decision making process, covering the whole spectrum of the Group’s activities and units as well as subsidiaries.
- The Nominations and Corporate Governance Committee made up of non-executive members most of whom are independent, is responsible for leading the process for identifying and nominating for approval by the Board, candidates for appointment to the Board. It plays a key role in assessing the Board's performance and in assisting the Board to fulfil its responsibilities in relation to Directors' development and succession planning and oversight of the corporate governance arrangements of the Group.
- The Human Resources and Remuneration Committee made up of only independent non-executive members is responsible for setting the overarching principles, parameters and governance framework of the Group's remuneration policy and the remuneration of senior executives. In particular it considers, recommends to the Board and keeps under review the overall policy for the remuneration of all officers and employees across the Group; and sets the remuneration of executive members and senior management within that policy. Further the Committee recommends the remuneration of the Chairperson and Vice-chair to the Board for approval.
- The Corporate Governance Compliance Officer reviews the effectiveness and adequacy of the corporate governance policy of the Group in coordination with the Nominations and Corporate Governance Committee, and makes appropriate recommendations to the Board.
- The Corporate Governance Policy sets the guidelines and provides transparency on corporate governance throughout the Group.
- The Employee Code of Conduct governs staff obligations.
- The Group Internal Audit Division is independent and reports to the Board through the Audit Committee and has the responsibility of internal audit of the Group.
- The Group Compliance Division establishes and implements procedures and prepares annual compliance programmes so as to achieve a permanent, timely compliance of the Group to the relevant regulatory framework including compliance with the regulatory framework for the prevention and suppression of money laundering and terrorist financing.
- The Investor Relations Department and Shares & Loan Stock Department are responsible for providing information to investors, shareholders and the relevant supervisory authorities.
- The Senior Independent Director acts as a point of contact for shareholders and other stakeholders with concerns which have failed to be resolved or would not be appropriate to go through the normal channels of the Chairperson or senior management.
- The Board has adopted a policy and a Dealing Code for transactions in BOC financial instruments by persons in possession of inside information.
- The Chairperson of the Audit Committee has been designated as Whistleblowing Champion and an anonymous line for reporting concerns is available to all staff.
The Group publishes on its website the Annual Corporate Governance Reports.
Corporate Governance Compliance Officer Marios Skandalis
Legal Advisors Chryssafinis & Polyviou
Auditors PricewaterhouseCoopers LLP
51 Stassinos Street, Ayia Paraskevi, Strovolos
P.O. Box 21472, 1599 Nicosia, Cyprus
Telephone: 22 122100, Telefax: 22 378111