- 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;
- Secure, through clear and transparent provisions within the bank’s charter, of the shareholders right to participate through the General Shareholders meeting at the decision making process for the most significant decisions of the bank including fundamental corporate changes, nomination and election of the Supervisory Board members, annual financial statement and budget, etc;
- Provide, relevant and material information regarding the corporation on a timely and regular basis, for properly exercising the voting rights within the General Shareholders meetings;
- setting up a risks supervision system and an internal control one;
- securing a consistent information on the conclusions of the control missions conducted in BCR by the national supervision and control bodies, as well as the measures taken by the executive management to implement the recommendations/remedy the deficiencies;
- securing a dialogue/regular meetings of the Supervisory Board or of its committees with the external auditor; analysis of the latter’s recommendations made after the audit mission and the measures for their implementation taken by the executive management;
- monitoring the regular revision of the authority limits made by the Management Board, so that to secure flexibility to the external and internal clients and of BCR internal control system, reflecting the possible changes of internal and external factors; periodical revision of strategy and policy on risks management at consolidated level.
- establishing working committees of the Supervisory Board, having decision making or consulting role, according to legal provisions in force or to the best practices in the field. Drafting and periodical revision of the provisions of the related Internal Rules;
- analysis and periodical revision of the bank organizational structure and of its Internal Rules in view of adjusting it to the business requirements, of a clearer definition of responsibilities and of reaching a better control level.
- Setting and running a comprehensive and coherent information flow between the management role (Management Board) and the supervision role (Supervisory Board and its committees).
- Providing on a regular basis, in due time, relevant information and materials pertaining to the company, so as to appropriately exert the voting right during the Shareholders’ General Meeting, in compliance with the reporting requirements stipulated by the applicable regulations;
- Publishing interim information, presenting the differences against the annually published information, and explaining the way in which the financial position and the results obtained during the interim time frame interact with the annual ones.
- Nominating or revoking the financial auditor, based on the decision taken by the financial shareholders’ general meeting, as well as the minimum duration of the contract concluded with them, based on the propositions made by the members of the Management Board, the recommendations made by the Audit Committee and the decision taken by the Supervisory Board.
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.
According to the corporate governance principles at BCR level, in compliance with the provisions of the regulatory framework issued by the National Bank of Romania (NBR), 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 organized, 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 corporate governance principles 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 rely on the fact that BCR is part of Erste Group – one of the largest financial services suppliers from Central and Eastern Europe, and comply with the corporate governance principles applicable at Group level.
1. 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.
2. Guarantee, support and facilitate the exercise shareholders rights, by:
3. Risks identification and management, by:
4. Providing flexible structures, by:
5. Publishing information in a timely and balanced manner – providing accuracy and integrity in the financial reporting
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