Committee responsibilities

The Audit Committee aims to oversee and increase the efficiency of financial reporting, external audit, risk management and internal compliance functions of the Bank. It analyzes and oversees:

• Preparing and publishing of financial statements and other reports
• Proper performance of the risk management, internal compliance and internal audit functions
• Accounting policy of the Bank and its application

The Committee reports about the results of its activities to the Board of Directors on an annual basis, presenting the barriers to the efficient performance and proposing possible ways to improve efficiency.

Membership

• The Committee shall consist of no less than three members.
• At least one of the members shall have accounting or audit qualifications or relevant expertise and knowledge in financial management.
• The members and chairman of the Committee shall be appointed by the Board of Directors. The Chairman of the Committee may be elected from among independent members of the Board serving on the Committee.
• While appointing the Committee members, the Board of Directors shall give preference to independent members of the Board, however this provision shall not restrict the Committee from engaging/electing non-independent members of the Board of Directors.
• Members of the Committee shall be appointed for a term of three years which may be extended in the future.
• Meetings are held as often as the Chairman of the Committee considers necessary subject to a minimum of four meetings annually. The Chairman of the Committee, the external auditor, Head of Internal Audit Service or the Board of Directors can request a meeting of the Committee if necessary.
• All independent members of the Board of Directors who are not involved in the Committee, may attend the Committee meetings at their initiative.
• The meetings of the Committee shall be attended by the secretary to the Committee whose responsibilities ex officio shall be performed by the secretary to the Board of Directors.
• The Committee shall meet with the external auditor and the Head of Internal Audit Service respectively at least once a year without members of the executive body (Management Board) being present.

Committee responsibilities

The primary purpose of the Committee is to improve the regulation of the remuneration framework in the Bank, including improvement and control of remuneration policy and remuneration system, effective enforcement of their essential requirements and exclusion of abuse. The Committee assists the Board of Directors in:

• developing and maintaining effective remuneration system in the Bank, creating respective patterns and principles of the remuneration policy;
• ensuring assessment of the quality demonstrated during application of the remuneration system and policy provisions in the Bank, as well as monitoring of application of the applicable remuneration practices;
• applying reporting practices with respect to remuneration;
• attracting and retaining the best qualified and high-caliber directors, executives, material risk takers and other key employees while monitoring remuneration-related risks and eliminating any possibility of abuse;
• making decisions on the terms and conditions of remuneration defined for individual positions;
• implementing long-term incentive plans and other motivational schemes.

  The Committee reports about the results of its activities to the Board of Directors on an annual basis, presenting the barriers to the efficient performance, if required, or proposing possible ways to improve efficiency.

Membership

• The Committee shall consist of no less than three members.
• The members and chairman of the Committee shall be appointed by the Board of Directors.
• While appointing the Committee members, the Board of Directors shall give preference to independent members of the Board, however this provision shall not restrict the Committee from engaging/electing non-independent members of the Board of Directors.
• Members of the Committee shall be appointed for a term of three years which may be extended in the future.
• Meetings are held as often as the Chairman of the Committee considers necessary subject to a minimum of two meetings annually. The Chairman of the Committee or the Board of Directors can request a meeting of the Committee if necessary.
• All independent members of the Board of Directors who are not involved in the Committee, may attend the Committee meetings at their initiative.
• The meetings of the Committee shall be attended by the secretary to the Committee whose responsibilities ex officio shall be performed by the secretary to the Board of Directors.

Committee responsibilities

The main purpose of the Committee is to create a solid pool of highly experienced and competent candidates with relevant skills and integrity to be engaged on the Board of Directors, its Committees, Management Board, Internal Audit function and/or material risk taking units/bodies, as it may be required, ensure succession planning and workforce optimization, as well as implementation of corporate governance principles and structure in line with the legislative regulations on the corporate governance and best practice and their improvement. The Committee is set to:

• coordinate/ensure optimal composition, size, selection and appointment of the Board of Directors, its Committees, Management Board, Internal Audit function and material risk taking bodies/units of the Bank
• set eligibility criteria for appointment of the members of the Board of Directors, its Committees, Management Board, Internal Audit function and material risk taking bodies/units of the Bank in line with their roles and scope of responsibilities;
• ensure continuity and smooth succession planning for the Board of Directors, its Committees, Management Board, Internal Audit function and material risk taking bodies/units of the Bank.

The Committee reports about the results of its activities to the Board of Directors on an annual basis, presenting the barriers to the efficient performance, if required, or proposing possible ways to improve efficiency.

Membership

• The Committee shall consist of no less than three members where the actual number of members may vary subject to the requirement specified in this clause.
• The members and chairman of the Committee shall be appointed by the Board of Directors.
• While appointing the Committee members, the Board of Directors shall give preference to independent members of the Board, however this provision shall not restrict the Committee from engaging/electing non-independent members of the Board of Directors.
• Members of the Committee shall be appointed for a term of three years which may be extended in the future.
• All independent members of the Board of Directors who are not involved in the Committee, may attend the Committee meetings at their initiative.
• The meetings of the Committee shall be attended by the secretary to the Committee whose responsibilities ex officio shall be performed by the secretary to the Board of Directors.
• Meetings are held as often as the Chairman of the Committee considers necessary subject to a minimum of one meeting annually. Whenever required, meeting of the Committee may be called upon request of the Chairman of the Committee or the Board of Directors.

Committee responsibilities

The purpose of the Risk Committee is to assist and advise the Board of Directors while performing oversight functions in the following areas:

• the Bank’s risk management system and culture, integration thereof into the overall management system;
• the Bank’s policies and other internal acts on management/assessment of credit, market, operational, strategic, liquidity, and other significant risks, as well as application of those policies and acts;
• the Bank’s risk exposure/risk position, risk factors;
• capital adequacy and liquidity ratios of the Bank.

The Committee reports about the results of its activities to the Board of Directors on an annual basis, presenting the barriers to the efficient performance and proposing possible ways to improve efficiency.

Membership

• The Committee shall consist of no less than three members, with the majority of the members serving as independent members of the Board of Directors. One of the members shall be a member of the Audit Committee as well.
• The members of the Committee shall be appointed by the Board of Directors.
• The Chairman of the Committee shall be elected from the Committee members, by decision of the Board of Directors. The Chairman of the Committee shall be an independent member of the Board of Directors.