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Banca Comercială Română SA (BCR), bank managed in a two-tier system, carries out its activity based on a corporate governance framework which is in line with the legal and regulatory requirements of the Romanian legislative framework, the EGB Group guidelines, as well as the best international practices in the industry.

The policy regarding corporate governance at BCR level, in compliance with the provisions of the regulatory framework issued by the National Bank of Romania (NBR), is based on the principles stating that the overall management structure and especially the supervisory function have the responsibility to establish, assess and periodically and systemically review: how the bank’s activity is organised, the collective and individual competencies and responsibilities, how the implementation and application of the entire set of regulations is monitored, flows and control keys from the perspective of the undertaken mission and vision, targets’ achievement as per the business plans, effective risk management.

The policy and the corporate governance principles on which the policy is based are applicable at the BCR Group level, and BCR management body is assuring that at the group level for BCR subsidiaries there is assured a proper corporate governance framework in order the meet all applicable governance requirements.

Within this framework, the undertaken principles are based on the fact that BCR is part of Erste Group – one of the largest financial services suppliers from Central and Eastern Europe, and are aligned with the corporate governance principles applicable at Group level.

The principles of corporate governance at BCR level
  • Observance of the rights of shareholders and their equal/fair treatment
  • Defining clear roles, competencies and responsibilities for the Supervisory Board and the Management Board
  • Integrity and ethical behaviour of the management team and all the bank’s employees
  • Transparency of activity and correct presentation of future results and perspectives
  • Ensuring that within BCR group, there is an adequate corporate governance appropriate to the structure, business and risks of the group and its component entities.

1. Observing the rights of shareholders and their equal/fair treatment

  • Ensures, based on clear and transparent provisions, at bank level, aimed at protecting shareholders’ rights:

                                     i.        The right to safe registration means for shareholders/ associates

                                    ii.        The right to timely, regular and relevant information with respect to the company’s development;

                                   iii.        The right to attend and vote during the General Shareholders Meetings and additionally, the right to be informed with respect to the voting rules and procedures, applicable to this type of meetings;

                                  iv.        The right to their share of the company profit, as per the number of shares;

                                    v.        The right to attend and to receive sufficient information with respect to the changes within the company: changes in the company Charter, authorization to issue new shares, one-off transactions (for example- sale of a significant part of the company’s assets);

                                  vi.        The right of the shareholders to address questions during the General Shareholders Meetings, also with respect to the independent auditor’s report;

                                 vii.        The right to participate in strategic decision making processes such as electing the Supervisory Board members or expressing opinions with respect to the remuneration of the Supervisory Board members.

  • Ensuring an equal treatment of all shareholders,
  • Using confidential information in one’s own interest or as a mean of obtaining certain advantages is forbidden.

2. Defining clear roles, competencies and responsibilities for the Supervisory Board and the Management Board

  •  Management structure represents an organisational structure which is efficient, prudent and transparent; a management framework efficiently developed in order to promote overall economic performance, sustainable growth of the company, market and the country’s economy;
  • Two tiers of the management structure, with a clear definition of responsibilities: the Supervisory Board has the role of directing the overall strategy implementation and the risk control function; the Management Board exercises its management responsibilities in relation to the overall activity of the bank;
  • The clear definition of all management bodies’ responsibilities in the Charter and internal regulations;
  • The compliance with the regulation framework of the activity established by the parent-company (Erste Group Bank AG), considering the business objectives, the risk profile and the policies established by the aforementioned and the assessment of decisions and practices, at group level, applicable to BCR, so that the Bank does not breach the provisions of the regulation framework or the prudential rules applicable at individual level in Romania;
  • Establishing the number of Supervisory Board members, the number of independent members, appointment, revoking and remuneration methods;
  • Establishing the number and membership of the Management Board and assessing, on a regular basis, the duties assigned to the aforementioned and the individual responsibilities assigned to each member of the Management Board;
  • Appointing and revoking the Chairman and the other members of the Management Board, establishing the responsibilities of the Management Board, as well as the terms and conditions of the members’ mandates, assignment of responsibilities per member and approval of their remuneration;
  • The Supervisory Board regularly approves and reviews BCR’s risk profile, as well as the Bank’s overall strategy on risk management, for the purpose of ensuring a responsible, prudent and profitable banking activity;
  • The Management Board is responsible for establishing and implementing the general strategy of the Bank, approved by the Supervisory Board, including risk tolerance / Risk Appetite levels and the risk management framework, as well as for maintaining an adequate reporting of the risk exposure and risk limit management, including in crisis situations.

The Management Board develops liquidity risk management strategies, policies, processes and systems, in compliance with the established risk tolerance and makes sure that the Bank maintains an adequate liquidity level.

The Management Board is also responsible for the development of a risk culture integrated within the institution, based on a comprehensive understanding of risks the Bank deals with and how these are managed, by taking into account risk tolerance/appetite and by applying measures necessary for monitoring and controlling all significant risks in compliance with the risk management strategy.

3. Integrity and ethical behaviour of the management team and all the bank’s employees

  • At least annually, each member of the Management Board and the Supervisory Board is assessed, in terms of knowledge, skills and experience, and the Management Board and Supervisory Board, as entities, are also evaluated; the outcome is reported accordingly to the Supervisory Board;
  • The Nomination Committee regularly ensures that the members of the Management Board and of the Supervisory Board permanently fulfil the adequacy criteria established by the Applicable Legislation and by the National Bank of Romania and makes proposals regarding any measures necessary in order to settle cases where a member of the Supervisory Board / Management Board no longer fulfils the adequacy criteria for the respective position;
  • The aforementioned is achieved by complying with the following principles:
    • The principle of moral integrity;
    • The principle of objectiveness;
    • The principle of equity;
    • The Principle of corporate social responsibility;
    • The Principle of respecting human rights;
    • The principle of professional competence and prudence;
    • The principle of professional conduct.
  • The bank’s employees are equally obliged and committed to observe the standards of integrity, ethical behaviour and professional conduct, as provided within Code of Ethics and for this purpose a statement is signed and periodically renewed. 

4. Transparency of activity and accurate presentation of future results and perspectives

  • Providing, on a regular basis and in due time, the relevant information and materials related to the company, in order to exercise, in an appropriate manner, the voting rights, during the General Shareholders Meetings, as per the requirements of applicable regulations;
  • Publishing interim information, presenting differences to the annually published information and explaining the manner in which the financial position and results obtained in the interim period correlate with the annual results.

5. As a parent credit institution, BCR Management Body ensures that within BCR group, there is an adequate corporate governance appropriate to the structure, business and risks of the group and its component entities.

  •  Establishing a governance structure which contributes to the effective oversight of its subsidiaries and takes into account the nature, scale and complexity of the different risks to which the group and its subsidiaries are exposed;
  • Implementing an internal governance framework at the group level for its subsidiaries, which asures the commitment to meet all applicable governance requirements;
  • Ensuring that enough resources are available for each subsidiary to meet both group standards and local governance standards;
  • Setting up appropriate means to monitor that each subsidiary complies with all applicable internal governance requirements;
  • Ensuring that reporting lines in a group should be clear and transparent;

Banca Comerciala Română SA (BCR), bank managed in a two-tier system, carries out its activity based on a corporate governance framework in line with the legal and regulatory requirements of the Romanian legislative framework, EGB Group guidelines, as well as the best international practices, from the relevant field of activity.

The policy regarding the corporate governance at BCR level, in compliance with the provisions of the regulatory framework issued by the National Bank of Romania (NBR) is based on the principles, according to which, the overall management structure and especially the supervisory function have the responsibility to establish, assess and periodically and systemically revise: the manner in which the bank’s activity is organised, the collective and individual attributions and responsibilities, the manner in which the implementation and application of the entire set of regulations is monitored, flows and control keys, from the perspective of the mission and vision assumed, targets’ achievement established in the business plans, efficient management of risks.

Within this framework, the principles assumed took into consideration that BCR is part of Erste Group – one of the largest financial services supplying groups from Central and Eastern Europe, aligned with the corporate governance principles at Group level. 

The principles of the Policy regarding the corporate governance at BCR level are the following:

  • Ensuring the framework for the implementation of an efficient corporate governance system;

The corporate governance policy relies on the provisions of the BCR Charter and the organisational principle of the bank as an entity managed in a two-tier system. Therefore, the management structure is made of the Management Board – the executive management function, which ensures the operational management of the bank and the Supervisory Board – the supervisory function, which supervises, manages and coordinates the activity of the Management Board. The competencies and responsibilities of the two structures are regulated through the Charter, their own regulations and the BCR Operational Book.

  • Protecting and facilitating the exercise of shareholders’ rights;

Ensures, based on clear and transparent stipulations at bank level, the protection of the shareholders’ rights:

◦ the right to safe registration methods as shareholder/associate;

◦ the right to relevant information about the progress of the company, in due time and on a regular basis;

◦ the right to participate and vote in the General Shareholders Meetings and also the right to be informed in relation to the applicable rules and voting procedures related to such meetings;

◦ the right to a share of the company’s profit according to the number of shares owned;

◦ the right to participate and be properly informed about the changes in the company: amendments to the Charter, approval of new shares being issued, extraordinary transactions (such as, for instance, the sale of an important share of the company’s assets);

◦ the right to address questions related to the General Shareholders Meetings, including with respect to the external audit report;

◦ the right to participate in making strategic decisions such as the election of the supervisory board members or to express opinions about the remuneration of the members of the supervisory board.

  • Equal treatment of all shareholders, including the minority and foreign ones, through:
    • Ensuring an equal treatment to all shareholders,
    • It is forbidden to use confidential information in one’s own interest or as a mean to obtaining certain advantages,
  • Information transparency and their immediate dissemination, through:

Supplying, on a regular basis and in due time, the relevant information and materials related to the company, in order to practice in an appropriate manner, the voting rights during the General Shareholders Meetings, according to the requirements of the regulatory framework applicable;

  • Responsibilities of the Supervisory Board and of the Management Board, through:
    • Management structure represents an organisational structure which is efficient, prudent and transparent; a management framework developed efficiently in order to promote overall economic performance, sustainable growth of the company, market and the country’s economy;
    • Two tiers of the management structure, with a clear definition of responsibilities: the Supervisory Board has a role in directing the implementation of the overall strategy and the control function related to risks and the Management Board exercises its management responsibilities in relation to the overall activity of the bank;
    • The clear definition of all responsibilities of the management bodies in the Charter and in the internal regulations;
    • The compliance with the regulation framework of the activity established by the parent-company (Erste Group Bank AG), considering the business objectives, the risk profile and the policies established by the aforementioned and the assessment of decisions and practices at group level applicable to BCR, so that the Bank does not breach the provisions of the regulation framework or of the prudential rules applicable at individual level on Romanian territory;
    • Establishing the number of Supervisory Board members, the number of independent members, appointment method, revoking and remuneration procedures;
    • Establishing the number and membership of the Management Board and assessing on a regular basis the attributions assigned to the aforementioned and the individual responsibilities assigned to each member of the Management Board;
    • Appointing and revoking the Chairman and the other members of the Management Board, establishing the responsibilities of the Management Board, as well as the terms and conditions related to the members’ mandates, assignment of responsibilities per member and their remuneration.
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