Management
The powers of the Bank Management Board and Supervisory Board are governed by the relevant legal provisions, the Statute of the Bank, the Rules of Procedure of the Management Board and the Rules of Procedure of the Supervisory Board.
The procedure for appointing, electing and discharging members of the Management Board and Supervisory Board is laid down in the Companies Act, Credit Institutions Act, bylaws and the Bank's Statute.
Duties, responsibilities and powers of members of the Management Board and of the Supervisory Board are regulated by the Credit Institutions Act, Companies Act and further elaborated in the Statute of the Bank, i.e. the Rules of Procedure of the relevant bodies.The Management Board meets at least once a week, and the Supervisory Board as needed, but at least once per quarter.
Management board
In accordance with the relevant legal regulations and provisions of the Bank's Statute, the Bank's Management Board consists of at least three members who, subject to the prior approval of the Croatian National Bank, are appointed by the Supervisory Board for a maximum period of five years. However, the Supervisory Board may appoint more than seven members of the Management Board. The composition, duties and responsibilities of the Management Board are determined by the relevant laws and regulations, Statute, Diversity Policy, Policy on the Conditions and Procedure for Suitability Assessment of Management Board Members and Key Function Holders in the Bank, Rulebook on the Organizational Structure and the Rules of Procedure of the Management Board.
Members of the Bank's Management Board must meet the requirements for holding the office of a Management Board member as prescribed by the Companies Act, Credit Institutions Act and relevant bylaws, global rules defined at the level of the RBI Group and internal acts of the Bank. Together, members of the Management Board must have the professional knowledge, abilities and experience necessary for autonomous and independent management of the Bank's operations, and especially for understanding activities and significant risks of the Bank.
Supervisory board
In accordance with the provisions of the Statute, the Bank's Supervisory Board has seven members. Members of the Supervisory Board, with the prior approval of the Croatian National Bank, are elected by the General Assembly of the Bank for a term of four years.Members of the Bank Supervisory Board must meet the requirements for the office of a Supervisory Board member as prescribed by the Companies Act, Credit Institutions Act and relevant bylaws, global rules defined at the level of the RBI Group and internal acts of the Bank.
Together, Members of the Supervisory Board must have the professional knowledge, abilities and experience necessary for autonomous and independent management of the Bank's operations, and especially for understanding activities and significant risks of the Bank.
Diversity policy
As a member of the RBI Group, the Bank applies group diversity standards when selecting members of the Management Board and the Supervisory Board, which standards are prescribed by the group policies on the structure, composition and remuneration of the management bodies of the RBI Group members and by the group policy on gender equality.
Among the key standards and responsibilities, of all involved functions and employees, is the continuous striving to increase the number of women in management positions, because of which the role of women in management bodies is promoted on the group level, as well as monitoring of and reporting on the representation of women in corporate governance processes. The standard of professional and age diversity is also represented when assessing and selecting members of the Management Board and the Supervisory Board, as well as the evaluation of international business experience.
The target representation of the underrepresented gender at the level of the Management Board and the Supervisory Board is 25%, which places the Bank already significantly above the target percentage.
Remuneration policy
The remuneration policy supports the long-term strategy of the Bank and the Group, in line with business objectives and risk management strategy, with mechanisms in place to avoid conflicts of interest, while also considering ESG objectives. The policy is gender-neutral, based on equal pay for equal work, or work of equal value.
The reward systems are continuously reviewed, improved and aligned with applicable local and European regulatory requirements that promote appropriate and effective risk management and do not encourage taking on risks that exceed the level acceptable for the Bank.
Corporate governance code
The Bank places exceptional emphasis on corporate governance, which represents the most significant determinant in the Bank's operations. It ensures motivation for the Management and Supervisory Board in achieving the interests and protecting the shareholders and the Bank as a whole.
Internal control system
In order to ensure integrity of the accounting system
and financial reporting and to reduce the risk in the financial reporting
process, the Group and the Bank have put in place an adequate system of
internal controls and risk management, through a clear delimitation of the
responsibilities among the participating organizational units, as prescribed by
the internal policies and procedures. Adequate and effective internal controls
have been implemented, which are integrated into business processes and
activities.
The internal controls system in the Bank is implemented through the parallel operation of three mutually independent functions:
- risk monitoring functions,
- compliance monitoring functions (compliance) and
- internal audit functions.
In the affiliated companies of the Bank where this is required, a system of internal controls has also been established.
The main features of the internal controls system of the Bank and its affiliated companies are reflected in the independent holders of control functions, who are responsible for the identification, assessment and management of risks, including risk controlling and the compliance function, while the internal audit supervises overall operations of the Bank and the Group with the aim of assessing the adequacy of the established system of internal controls.
The Bank applies accounting policies aligned with the International Financial Reporting Standards as adopted by the European Union.
At the same time, the Bank engaged an external auditor and organized the application of prior, ongoing and ex-post financial supervision in financial reporting and in the making of necessary decisions.
General assembly
Shareholders of the Bank exercise their rights at the General Assembly of the Bank. The General Assembly of the Bank decides on matters specified by the Companies Act and the Bank's Statute. The General Assembly is convened by the Bank's Management Board, and it must be convened when requested by the Supervisory Board, the Bank's Management Board or shareholders, in accordance with the law, at least once a year and when the Bank's interests require.
In addition to the matters for which the General Assembly is competent based on the mandatory provisions of the law, the following matters are the exclusive competence of the General Assembly:
- amendments or changes to the Statute;
- decisions on increasing or decreasing the capital stock;
- election and recall of Supervisory Board members;
- granting discharge to members of the Supervisory Board and Management Board;
- decisions on remuneration payable to members of the supervisory board;
- appointment and recall of external auditors of the Bank;
- decisions on restructuring or liquidation of the Bank.
The General Assembly may not pass any decision unless shareholders representing more than half of the subscribed share capital of the company are present, either in person or by proxy (quorum).