UniCredit Banka Slovenija d. d. has two-tier management system including mangement and supervisory board. The operations of both are regulated by Rules of Procedure.
The Management Board has five members and meets on the weekly basis at Management Board meeting.
The Management Board manages the company's operations independently on its own risk. The member and the President of the Management Board are appointed by the Supervisory Board. The Management Board reports to Supervisiory Board at least once per quarter and informs Supervisory Board on issues related to the operations of the company and its related companies.
The function of the member of Management Board can be obtained by the licensed person. The Supervisory Board decides on the appointment of a certain person as a member of the bank's Management Board before that person submits an application for a license to perform this function.
A member of the Management Board must meet requirements for a member of the Management Board and:
- act in accordance with professional diligece and in particular ensure that the bank's management operations are aligned with the provisions of the law;
- act openly, honestly and independently so it can effectively asses the decisions of senior management regarding the bank's management;
- act in accordance with the highest ethical standards of governance, taking into consideration the prevention of conflicts of interests;
- devote sufficient amount of time to effectively perform the function of the member, taking requirements of the law into account.
A member of the bank's Management Board must ensure that bank operates in accordance with:
- applicable European regulations;
- other acts regulating the provision of services and transactions performed by the bank and regulations issue on their basis;
- with professional diligence, the highest ethical standards and rules of good business practices and consumer protection;
- members of the bank's Management Board are jointly and severally liable to the Bank for damage caused as a result of a breach of their duties under paragraph 1 of this Article, unless they prove the avoidance of conflicts of the interests and compliance with regulations and professional diligence.
The Supervisory Board consist of five members and meets at least four times per year.
Members of the Supervisory Board, elected by the assembly, represent the interests of the shareholders.
Assembly may recall the members of the Supervisory Board who elected them, even before the expiration of their term of office. The Management Board must immediately register any change of members of the Supervisory Board in the register. Among their members, the Supervisory Board elects a chairman and at least one deputy. The deputy shall take the rights and obligations of the chairman only if the latter is disabled from the execution.
A member of the bank's Supervisory Board must perform the functions of fulfilling the conditions for appointment and:
- act in accordance with professional care, in particular ensure that the Supervisory Board operates in accordance with the provisions of the law;
- act openly, honestly and independently so it can effectively monitor and supervise the decisions of the Management Board and senior management regarding the bank's management;
- act in accordance with the highest ethical standards of governance, taking into consideration the prevention of conflicts of interests;
- devote sufficient amount of time to effectively perform the function of the member, taking requirements of the law into account.
Members of the bank's Supervisory Board are jointly and severally liable to the Bank for damages incurred as a result of a breach of their duties, unless they avoided conflicts of interest and complied with regulations and professional diligence in exercising supervision over the bank's operations.
The Supervisory Board appoints the committees of the Supervisory Board:
- the Audit Committee, the Nomination Committee, the Risk Committee and the Remuneration Committee. The committees of the Supervisory Board are consultive bodies of the Supervisory Board, having three members who are also the members of the Supervisory Board of the Bank, act in accordance with their rules of procedure and usually meet four times per year.
The tasks of the audit committee are:
- monitoring of the financial reporting process and preparation of recommendations and proposals to ensure the integrity,
- monitoring of effectiveness and efficiency of internal controls, internal audits, if any, and risk management systems,
- monitoring of the statuary audits of the annual and consolidated accounts, in particular the performance of the statutory audits, taking into consideration all the findings and conclusions of the competent authority,
- reviewing and monitoring of the independence of the auditor's annual report, in particular with regard to the provision of the non-audit services,
- it is responsible for the process of selecting the auditor and propose the appointment of a candidate for the auditor of the company's auditor annual report to the Supervisory Board,
- controlling the integrity of the financial information provided by the company,
- assessing the composition of the annual report, including the formulation of a proposal for the Supervisory Board, participation in determining the most important areas of auditing,
- participation in the preparation of the contract between the auditor and the company, while all contractual provisions that limit the general meeting's choice of appointing an auditor are prohibited. All such provisions are void,
- reports to the Supervisory Board on the outcome of the statuary audit, including an explanation of how the statutory audit contributed to the integrity of the financial reporting and what role the audit committee played in the process,
- performs other tasks determined by the Article of Association or a resolution of the Supervisory Board, cooperates with the auditor in performing the audit of the company's annual report, in particular by informing each other about the main issues related to the audit and cooperates with the internal auditor, in particular by informing each other on the main issues related to internal audit.
The Nomination Commission performs the following tasks:
- identifies and recommends candidates for members of the Management Board to the Supervisory Board, identifies and recommends candidates for members of the Supervisory Board to the General Meeting of the Bank, taking into account the policies regarding the selection of suitable candidates referred to in the second paragraph of Article 34 of this Act;
- define the tasks and required conditions for a particular appointment, including an estimate of the time expected to be required to perform the function;
- set the goal of gender representation, which is under-represented in the Management Board and the Supervisory Board, and develop a policy on how to increase the number of under-represented representatives of the Management Board and the Supervisory Board in order to achieve this goal;
- assess the structure, size, composition and performance of the Management Board and the Supervisory Board at least once per year and make recommendations regarding possible alterations;
- assess the knowledge, skills and experience of individual members of the Management Board, the Supervisory Board and the body as a whole at least once per year and report accordingly to the Supervisory Board and the Management Board;
- regularly reviews the Management Board's policy regarding the selection and appointment of suitable candidates for members of the Bank's senior management and prepares recommendations regarding possible changes;
- actively contributes to the fulfillment of the bank's responsibility for the adoption of appropriate policies on the assessment of the suitability of members of the management body.
The Risk Committee performs the following tasks:
- advises on the general current and future propensity of the bank to take risks and on the risk management strategy;
- assists in the supervision of senior management regarding the implementation of the risk management strategy;
- without prejudice to the tasks of the remuneration committee, verify that the incentives provided by the remuneration system take into account risk, capital, liquidity, the likelihood and timing of the bank's income, with intention to formulate prudent practices and remuneration policies;
- checks whether the prices of the Bank's products are fully compatible with the Bank's business model and risk management strategy, and in the event of identified discrepancies,
- formulates a proposal for measures to eliminate them and submits it to the Bank's Management Board and Supervisory Board & Nbsp.
The Remuneration Committee performs the following tasks:
- carries out professional and independent assessments of remuneration policies and practices and, on this basis, develops initiatives for measures related to improving the bank's risk, capital and liquidity management;
- prepares proposals for management decisions regarding remuneration, including those that affect the bank's risk and risk management;
- supervises the remuneration of senior management who perform the functions of risk management and ensuring compliance with operations.
The Bank has established independent control functions.
Independent control functions established: internal audit department, compliance of operations, prevention of money laundering and terrorist financing, and risk management.
In particular, the risk management function provides:
- that all significant risks are identified, assessed or measured and that they are properly reported;
- active participation in the preparation of the bank's risk management strategy and in all important decisions regarding risk management;
- creating a comprehensive overview of the risks to which the Bank is exposed or may be exposed in its operations.
The Internal Audit Service performs internal audit, which includes:
- monitoring and evaluating the effectiveness of internal management arrangements;
- assessment of the process of assessing adequate internal capital in relation to the bank's own risk assessment;
- assessment of the reliability of the information system, including the electronic information system and electronic banking services;
- assessing the reliability and credibility of accounting records and financial statements;
- checking the completeness, reliability and timeliness of reporting in accordance with regulations;
- verification of the bank's compliance with regulations, internal acts and measures adopted on their basis;
- conducting special investigations.
