The Supervisory Board shall supervise the activities of the Management Board and the management of the compliance risk as well as abidance by the laws, the Bank’s Charter and the General Meeting of Shareholders decisions.
The Supervisory Board is composed of minimum five (5) members and maximum nine (9) members appointed by the ordinary general shareholders meeting for a maximum three-year term, with the possibility of being re-elected for subsequent maximum three-year mandates.
Supervisory Board members:
- cannot be members of the Management Board or employees of the Bank;
- cannot be employees and cannot be members of the Board of Directors, Supervisory Board or financial auditors within another lending institution in Romania;
- must have the competence, the experience and the integrity required by the legislation, applicable regulations and by the selection and remuneration policy of the management structure within BCR Group.
- Supervisory Board membership:
- Manfred Wimmer – Chairman
- Alexandra Habeler – Drabek – Deputy Chairman
- Daniela Camelia Istocescu Nemoianu – member
- Hildegard Gacek – member
- Elisabeth Krainer Senger – Weiss – member
- Bernhard Spalt – member – appointed member
- Vacant position – member
The Supervisory Board meets in regular meetings, once every three months. When necessary special meetings can be convened.
The main responsibilities include:
- establishes, monitors and regularly assesses (at least yearly) the structure and efficacy of the governance framework of the Bank and its subsidiaries, including the policies related to it, reviewing (at least yearly) and considering various risks, both internal, as well as external that the Bank and its subsidiaries are exposed to ;
- approves and regularly reviews, (at least annually) the general business strategy, the risk strategy and the general risk management policy at Bank’s level and at the level of its subsidiaries ;
- approves and periodically reviews the internal audit statute and the internal audit plan, as well as the financial audit scope and the frequency of audit engagements ;
- approves and assesses (at least yearly) the policy regarding compliance risk and its implementation ;
- approves the guidelines for staff policy and the organisational structure of the Bank down to the level of independent entities inclusively and any changes thereof.
The Supervisory Board may establish such committees as necessary and appropriate, consisting of two or more of the members of the Supervisory Board. Such committees shall have the powers and authority established by the Supervisory Board, as provided in the respective committees’ internal rules.
Supervisory Board committees
Audit Committee
The Audit Committee is a consultancy body, which reviews, reports to, advises and assists the Supervisory Board in carrying out its tasks related to internal control and audit, as well as on the quality and performance of Bank’s internal accountants and auditors, the reliability of the Bank’s financial information, and the adequacy of the Bank's financial controls and policies.
The Audit Committee is made of three members and one additional replacement member elected out of the Supervisory Board members.
Members of the Audit Committee must have basic accounting and financial knowledge and at least one member of the Audit Committee shall have accounting or financial management professional background.
The responsibilities, organization, the operation and the procedures of the Audit Committee are established by the Audit Committee Internal Rules.
Audit Committee membership:
- Mrs. Daniela-Camelia Nemoianu-Istocescu - chairman;
- Mr. Bernhard Spalt - deputy chairman;
- Mrs. Hildegard Gacek - member;
- Mr. Manfred Wimmer – replacement member;
Risk and Compliance Committee
The Risk and Compliance Committee is a consultancy body which review, reports to, advises and assists the Supervisory Board in carrying out tasks related to risk management, internal control and compliance and issues recommendations within its authority limits.
The Risk and Compliance Committee is made of three members and one additional replacement member elected out of the Supervisory Board members.
The responsibilities, organization, the operation and the procedures of the Risk and Compliance Committee are established by the Risk and Compliance Committee Internal Rules.
Risk and Compliance Committee membership:
- Mrs. Hildegard Gacek - chairman;
- Mrs. Alexandra Habeler – Drabek - deputy chairman;
- Mrs. Elisabeth Krainer Senger-Weiss - member
- Mr. Manfred Wimmer – replacement member;
Supervisory Board committees
Remuneration Committee
The Remuneration Committee is a consultancy body which reviews, reports to, advises and assists the Supervisory Board in carrying out its powers and responsibilities with respect to the salary policy, and in particular Advises and monitors the remuneration, bonuses and benefits of the members of the Management Board.
The Remuneration Committee is made of three members and one additional replacement member elected out of the Supervisory Board members.
The responsibilities, the organization, the operation and the procedures of the Remuneration Committee are established by the Remuneration Committee Internal Rules.
Remuneration Committee membership:
- Mrs. Elisabeth Krainer Senger-Weiss – chairman;
- Mr. Bernhard Spalt - deputy chairman;
- Mrs. Daniela-Camelia Nemoianu-Istocescu – member;
- Mr. Manfred Wimmer – replacement memberNomination Committee
The Nomination Committee is a consultancy body, which reviews, reports to, advises and assists the Supervisory Board in carrying out its tasks related to the nomination and assessment of suitability of the members of the Supervisory Board, the Management Board and of key function holders respectively as well as to the Bank's corporate governance framework.
The Nomination Committee is made of three members and one additional replacement member elected out of the Supervisory Board members.
The responsibilities, the organization, the operation and the procedures of the Nomination Committee are established by the Nomination Committee Internal Rules.
Nomination Committee membership:
- Mrs. Elisabeth Krainer Senger-Weiss – chairman;
- Mrs. Alexandra Habeler – Drabek - deputy chairman;
- Mrs. Hildegard Gacek - member;
- Mr. Manfred Wimmer – replacement member
