SUPERVISORY BOARD

Dr Dragan Bogojević
Chairman


Vesna Bogdanović
Deputy Chairman


James Thornley
Member


Miro Vračar
Member


Milena Ostojić
Member


1) gives consent to the Managing Board for:
- objectives and general strategy of the Bank,
- business policy of the Bank,
- financial plan of the Bank,
- strategies and procedures assessing the internal capital adequacy of the Bank,
- policies and procedures for selection and assessment whether conditions for members of the Managing Board and other persons responsible for managing activities within specific areas of operation of the credit institution are fulfilled,
- remuneration policy in the Bank,
- legal act on internal audit and annual work plan of the internal audit;
2) oversees:
- procedure for implementing and efficiency and effectiveness of the bank governance arrangements,
- implementation of business policy of the Bank, strategic objectives and risk taking strategy and policy,
- implementation of the remuneration policy in the Bank,
- disclosure and communication process,
- adequacy of procedures and efficiency of internal audit;
3) proposes the external auditor;
4) adopts the annual plan of internal audit and internal audit reports;
5) adopts and periodically checks general principles of the remuneration policy in the Bank;
6) convenes sessions of the General Shareholders Assembly, determines the proposal of the Agenda and proposal of decisions for the General Shareholders Assembly and controls their execution;
7) selects and removes the Chairperson of the Supervisory Board;
8) appoints and removes members of the Managing Board including the Chairperson;
9) appoints and removes members of the Audit Committee;
10) considers the annual report on work of the Audit Committee;
11) appoints and removes members of the Salary Committee, Risk Committee, Nomination Committee and other committees established in order to provide professional assistance in performing the oversight over the operations of the Bank;
12) considers and takes positions on findings from the Central Bank report and reports of other supervisory authorities on performed examination, within 30 days as of the day of report on examination being submitted;
13) performs other tasks set by the law, regulations adopted based on the law and the Statute of the Bank.

MANAGING BOARD

Mr Milan Perović
Chariman (manages the business area of Sales and Treasury)


Edin Ćeranić
Member (manages the business area of Operations, Development, HR, Marketing and PR)


Danijela Perović
Member (manages the business area of Finance, Risks, NPL and Asset Management)


1) defines goals and general strategy of the Bank;
2) adopts the business policy of the Bank;
3) regularly reexamines strategic goals, strategies and risk management policies, including also managing of risks which arise from macroeconomic environment in which the Bank operates, as well as the state of business cycle of the Bank;
4) establishes grounds for functioning of the internal control system, which correspond to the size of the Bank, complexity of operations and level of undertaken risk;
5) adopts receipt policy in the Bank;
6) provides integrity of the accounting system and the financial reporting system and the financial and operational control;
7) provides supervision of senior management and establishes precisely defined, clear and consistent internal relations regarding responsibility, which provide clear dismantling of competences and responsibilities and prevent rising of conflict of interests;
8) defines internal organization of the Bank, with the consent of the Supervisory Board ;
9) adopts general acts of the Bank, except for the acts adopted by other bodies of the Bank;
10) selects and removes senior management of the Bank and other persons in accordance with the Law on Credit Institutions and the Statute of the Bank and determines their earnings ;
11) adopts ethical standards of behavior of employees in the Bank;
12) approves the introduction of new products and services into operations of the Bank;
13) performs also other operations defined by the Law on Credit Institutions, Law on Business Organizations, the Statute of the Bank and Bank’s internal acts.

NOMINATION COMMITTEE

Dr Dragan Bogojević
Chairman


Miro Vračar
Member


Vesna Bogdanović
Member


- determines and proposes the candidates for the election of the members of Supervisory and Managing Boards of the credit institution, assesses the balance between knowledge, skills, diversity in composition and experience of the managing bodies, prepares the description of authorizations and necessary qualifications for a certain function and assesses the expected necessary time to perform such function;
- determines the target gender representation which is not sufficiently represented in the Supervisory or Managing Board and prepares the policy about the way of increasing the number of less represented gender in those bodies, in order to reach the targeted representation;
- regularly, and at least once a year, assesses and, when needed, proposes to the Supervisory and Managing Board of the credit institution, the changes in structure, size, composition and action of the mentioned bodies;
- regularly, and at least once a year, assesses the knowledge, skills and experience of certain members of the Supervisory and Managing Board, as well as of such bodies as a whole, and respectively informs the bodies and persons whom such assessment refers to;
- regularly analyses policies for the election and nomination of the senior management and, when needed, gives recommendations to the Managing Board for the promotion of such policies;
- continuously, to the extent as much as it is possible, takes care about avoiding the existence of the dominant effect of the individual or a small group of individuals upon decision-making of the Managing and Supervisory Board, for the purpose of protecting the interests of the credit institution completely, and
- performs other operations determined by regulations adopted in accordance with the law.

RISK COMMITTEE

James Thornley
Chairman


Milena Ostojić
Member


Dr Dragan Bogojević
Member


- gives advice to the Supervisory Board about the complete current and future inclination of the Bank towards taking over the risk and strategy and assists during the oversight on strategy implementation by the senior management, thereby not questioning the responsibility of the Managing and Supervisory Board in the total risk management and oversight of the Bank;
- reexamines when deciding the prices of receivables and obligations towards the clients whether the operation model of the Bank and risk strategy were taken in consideration even though such price doesn’t reflect the risk taken with reference to the operation model and risk strategy, proposes to the Managing Board the plan for deficiency removal;
- independently from the operations of the Salary Committee, with the aim of establishing and implementing appropriate policy on remuneration, analyses, when deciding the stimulus envisaged by the salary system, whether the risk, capital, liquidity and the probability as well as the expected period of realizing profit are taken in consideration, and
- performs other operations determined by regulations adopted in accordance with this law.
- gives recommendations to the Supervisory Board for adjusting the risk management strategy which results from, especially from the changes of operational models of the Bank, market trends or recommendations of the risk control function;
- renders support in the oversight of strategy implementation for risk management, and especially liquidity risk, trade risk, credit risk and operational risk for their assessment with reference to the approved inclination to taking over the risk and risk management strategy;
- gives advice to the Supervisory Board regarding the election of external experts which the Supervisory Board intends to engage;
- analyses a series of possible scenarios, including stress resilience testing, in order to assess the effect such scenario would have on the risk profile of the Bank;
- analyses the recommendations of the internal audit and external auditor and monitors the implementation of the undertaken measures and
- performs other operations determined by regulations adopted in accordance with the law.

SALARY COMMITTEE

Miro Vračar
Chairman


Vesna Bogdanović
Member


Milena Ostojić
Member


- prepares the decision of the Supervisory Board regarding the salaries of the employees, including decisions which have the effect on the exposure of the Bank to the risks and risk management,
- offers support and gives advice to the Supervisory Board concerning the salary policy, practice and processes which refer to salaries;
- verifies whether the existing salary policy is adequate and, if necessary, gives proposals for the change of such policies with the proposal of the plan for removing such deficiencies;
- proposes the external experts for salaries which the Supervisory Board intends to engage for advice or support;
- provides to shareholders information about policies and practices of salaries, and especially about the proposed higher maximum ratio of the variable and fixed part of total earnings;
- assesses the mechanisms and systems adopted for the purpose of making sure that the salary policy takes properly in consideration the risk profile and capital structure, that the total salary policy is in compliance with the general strategy, objectives, corporate culture and long term interests of the Bank and that it promotes a healthy and risk efficient management;
- assesses the realization of objectives of the salary policy and the need of subsequent adjustment, including the application of malus and clawback;
- analyses the possible scenarios for the purpose of determining the effect of external and internal events on the policies and practices of salaries;
- performs the testing of criteria for granting variable salaries before its definition and grant,
- supervises and monitors the salaries of persons managing the control functions, and
- performs other operations determined by regulations adopted in accordance with this law.

AUDIT COMMITTEE

Mr Uroš Ivović
Chairman


Vesna Bogdanović
Member


Ilinka Petrović
Member


- monitors the procedure of financial reporting;
- monitors the effectiveness of Bank’s internal control and internal audit;
- gives opinion about the proposal of the internal audit annual plan;
- gives opinion on the report about the work of the internal audit function (quarter, semi-annual and annual report);
- monitors the legally prescribed audit of annual and consolidated financial statements;
- monitors the independence of the engaged authorized auditors or auditing companies, which perform the audit, as well as the agreements about the use of additional services in accordance with the law;
- gives recommendations to the Bank’s Shareholders Assembly about the election of the auditing company or authorized auditor;
- analyses the plans and annual reports of internal control;
- submits the annual report about its work to the Supervisory Board;
- analyses also the other issues relating to the financial reporting and audit in accordance with the valid regulations and internal acts of the Bank.

Vesna Milinković
Secretary of the Bank


ORGANIZATIONAL CHART