NAT. BANK OF GREECE SA

NBG Board endorses far-reaching improvements in its corporate governance

The Board of the National Bank of Greece, the biggest Greek bank and largest Greek company by market capitalization, endorsed a series of recommendations on the improvement of the Bank's corporate governance, contained in a detailed diagnostic report of an independent consultant. "The Bank's ownership has changed radically during these last few years" said chairman and CEO Takis Arapoglou. "NBG is now a widely held bank with more than 30% of its capital in the hands of foreign institutional investors. Given the corporate governance requirements currently prevailing in Greece and internationally, the Board's role and functions need to be upgraded to reflect the best practice standards in the market".

The Bank's corporate governance improvement plan will span a period of 18 months and focuses on 10 key objectives:
Increasing the number of designated independent members of the Bank's Board.
Upgrading the role of the Board in the development of the NBG Group's long-term strategy and risk philosophy.
Establishing a Corporate Governance Committee of the Board whose main task is to review and upgrade the Bank's current set of corporate governance rules. It is envisaged that the CG Committee will evolve into a Nominations Committee for New Board Members within the next 12 months.
Establishing a Human Resources Committee whose first task is to review management and personnel values and incentives. It is envisaged that the HR Committee will evolve into a Remuneration Committee within the next 12 months. Strengthening the Audit Committee's planning and review capacity, in view of the requirements of the Sarbanes-Oxley Act.
Adopting Corporate Governance Guidelines and Board Charter.
Strengthening the Bank's compliance and risk functions.
Strengthening the Board's support and corporate secretary functions. Improving communication and consultation with shareholders on corporate governance issues.
Developing systems for the regular performance review of the Board and senior executive management.
NBG action in corporate governance is part of a broader effort of the Bank's new management and governance team to improve long-term shareholder value. Given the Bank's weight in the Greek capital markets, it is expected that the Bank's initiative will have broader repercussions on the standards of Greek corporate governance.
The corporate governance review and recommendations to the NBG Board were carried out by Nestor Advisors Ltd., a London-based, leading independent corporate governance consultancy. Nestor Advisors continue to advise the Bank in the implementation phase.

For any information regarding this press release, please contact Mr Alexandros Stavrou, Secretary of the Board of Directors - Manager, NBG Secretariat Division, tel: (0030 210) 3341071, 3341766, 3341772