Optima bank

The initiative aims at the institutional strengthening of sustainability governance at Optima bank, with the objective of the meaningful integration of ESG parameters into strategy, decision-making and risk management, in full alignment with the requirements of the Corporate Sustainability Reporting Directive (CSRD), international practices, as well as the European Sustainability Reporting Standards (ESRS). In addition, the restructuring of the governance structure aims to ensure the effectiveness of decision-making on sustainability-related matters at all levels: board, managerial and operational.

The updated governance structure is addressed to and affects the following stakeholder groups:
- Shareholders & investment community
- Employees and Board of Directors members
- Regulatory and supervisory authorities
- Customers and the broader society

 continuous implementation

In 2024, Optima bank, within the framework of the broader development of the sustainability sector, proceeded with a substantial upgrade of its governance structure, recognizing that environmental, social and governance (ESG) factors constitute a critical element of its long-term business resilience.

More specifically:

Board of Directors:

The Board of Directors has ultimate responsibility and oversight of the sustainability strategy, as well as all matters related to climate and environmental risks, performance and reporting. The BoD also ensures that the sustainability strategy is aligned with the vision, mission and values of the Group. Sustainability elements are included in the agenda of Board meetings, in line with international best practices.

Senior Management is responsible for the implementation of policies and procedures relating to climate and environmental risks, as well as for integrating such risks into the Group’s core business functions and activities. At the same time, it allocates roles and responsibilities for environmental and climate issues across different levels of the organization. Finally, it promotes a culture of awareness and commitment regarding these risks among employees and other stakeholders.

More specifically, the Risk Management Committee oversees sustainability risks, provides advice to the BoD on defining and monitoring risk appetite levels and evaluates the implementation of the risk strategy by Senior Management. It also reviews the entity’s solvency and liquidity profile and submits the Risk Appetite Framework (RAF) to the Board for final approval. The Audit Committee provides the BoD with an independent assessment of ESG risks, evaluates the effectiveness of internal controls and corporate governance and ensures that appropriate ESG risk management practices are in place.

Sustainability Management Committee:

Within the framework of enhanced corporate governance for sustainability matters, the Sustainability Management Committee was established in 2024. It consists of the Chief Executive Officer, who chairs the Committee, as well as the heads of the following functions as permanent members: Strategy, Shareholder Services and Sustainability, Corporate Governance and Legal Services, Credit and Arrears, Central Operations and Technology, Retail Network, Corporate Banking, Brokerage Services, Finance, Human Resources, Products and Communications, as well as the Chief Risk Officer (as a regular non-voting participant). The Chair may invite any Board member, executive or other relevant individual to meetings. Its main duties and responsibilities include: 1) Evaluating and recommending sustainable development strategies to the Board of Directors 2) ensuring compliance with national and European legislation 3) approving and monitoring sustainability initiatives and projects 4) approving sustainability policies and any amendments thereto 5) reviewing ESG (environmental, social and governance) performance indicators and targets 6) participating in international sustainability initiatives and standards 7) evaluating and approving sustainability reports 8) approving training and awareness-raising activities 9) defining Key Performance Indicators (KPIs) related to sustainability issues and linking them to remuneration schemes 10) updating risk management frameworks by integrating environmental and climate-related risks, 11) approving new green products and services, 12) developing a communication strategy on sustainability matters.

Strategy, Shareholder Services and Sustainability Division:

The Strategy, Shareholder Services and Sustainability Division reports administratively to the Chief Executive Officer and is supervised by its Head. Its main responsibilities include defining the Group’s strategic direction, developing strategy and business plans in line with the Group’s vision, as well as promoting business development.

In addition, the Division manages shareholder relations and communication with the investment community, while also setting sustainability objectives and monitoring ESG indicators. The Sustainability Department is responsible for formulating and proposing the sustainability strategy to Senior Management and the Board, ensuring alignment of business objectives with value creation for society and the environment. It monitors best practices at national and international level, sets specific targets aligned with the strategy and oversees their implementation.

It also coordinates the Group’s participation in non-financial indices and international initiatives and prepares supervisory and other non-financial reports.

The Sustainability Officer (ESG Coordinator) operates within the same Division, with the objective of overseeing all sustainability initiatives and facilitating the faster and more effective adoption of sustainability practices, in cooperation with the Head of the Division. The ESG Coordinator proposes sustainability actions in cooperation with relevant departments and monitors performance indicators related to set targets.

The ESG Coordinator participates in shaping the sustainability strategy and responds to requests from investors or other stakeholders regarding the Group’s ESG performance. The role also includes content creation related to sustainability, preparation of non-financial disclosures required by regulation, cooperation with Risk Management for the identification of ESG risks and opportunities, communication with institutional bodies and authorities, and coordination of employee training programs on sustainability, ensuring that all employees are informed about best sustainability practices.

Other business units:

Business units are responsible for integrating ESG parameters into their daily activities, decision-making processes and performance management. It should be noted that roles and responsibilities for managing climate and environmental risks have already been defined at an individual level within the Group. At the same time, clear communication lines have been established across the Group through committees, with revisions of existing structures and development of proposals for alternative or updated structures and reporting lines where necessary. The objective is to strengthen oversight of climate and environmental risks, including the allocation of responsibilities to relevant committees.

This organizational structure constitutes an internal initiative and has been implemented through consultations and internal meetings to ensure its effectiveness.

Τhe initiative was implemented with the participation of management executives, compliance, risk management and corporate governance units, as well as through awareness and assignment of clear roles to the involved organizational units.

Greece – Optima bank Headquarters

Through the updated structure, the bank strengthens the oversight of sustainability issues, while monitoring of risks and opportunities is systematized, improving long-term corporate reputation. Through a clear governance framework, a culture of accountability and transparency is enhanced within the organization, while ensuring the quality, completeness and reliability of ESG disclosures (CSRD/ESRS), as well as the overall regulatory compliance of the organization. It should be noted that the sustainability statements for 2024 and 2025 of Optima bank and its Group companies were prepared in accordance with the CSRD and ESRS standards, the completeness of which was ensured by the competent committees (Audit Committee, Risk Management Committee, Sustainability Committee, and the Board of Directors).

The new structure strengthens the supervisory role of the Board of Directors, which now has clear and documented responsibility for monitoring sustainability issues and linking them to business strategy and risk management. At the same time, the responsibilities of the Audit Committee have been updated to include oversight of sustainability information and related disclosures in line with the new European regulatory framework. This approach ensures transparency, accountability and reliability of ESG information, while enabling the operational integration of sustainability into the Bank’s daily processes, creating value for all stakeholders. The initiative is not a standalone action but part of a systematic corporate strategy framework that connects sustainability with governance, risk management and regulatory compliance. A key element is the institutional integration of sustainability at Board and Committee level, responding to the increased requirements of CSRD and ESRS. The renewed governance structure strengthens the Bank’s long-term resilience, reduces regulatory and ESG risks, increases investor confidence and acts as a tool for sustainable growth and competitive advantage.