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.