Mislav Ante Omazić, President of the Audit Committee, Independent Member Željko Lovrinčević, Deputy President of the Audit Committee, Independent Member Ivana Radeljak Novaković, Member
The duties of the Audit Committee:
reports to the Supervisory Board on the outcome of the statutory audit as well as on the outcome of the review of the sustainability reports, and explains how they contributed to the integrity of financial reporting and explains the Committee's role in these processes
monitors the process of financial and sustainability reporting, including the process of reporting in the electronic format in line with the law regulating company accounting and the process carried out to determine the information to be reported in line with the standards of reporting on sustainability, as regulated by the implementing acts of the European Commission and gives recommendations or proposals to ensure its integrity
monitors the effectiveness of the internal quality management and the risk management systems in connection with financial and sustainability reporting, including the process of reporting in the electronic format in line with the law regulating company accounting, and internal audit to monitor that the processes of financial and sustainability reporting in the Bank are carried out in line with all the applicable standards
monitors the statutory audit of the annual financial statements and annual consolidated financial statements, and verifies the sustainability reports
examines and monitors the independence of the auditing company that performs the statutory audit and verifies the sustainability reports, in particular the suitability of providing non-auditing services that are subject to its prior approval
is responsible for the process of selecting the auditing company and proposes the auditing company to be appointed
gives prior consent to the annual work plan of the internal audit and consent to the decision on the appointment and dismissal of the manager of the Internal Audit dept. and to the internal regulation on the activities of the internal audit
discusses internal audit reports and significant issues related to this area
has other rights and obligations, prescribed by the laws regulating the individual activities and by internal regulations of the Bank
Remuneration Committee
Marijana Miličević, President of the Remuneration Committee Marijana Vuraić Kudeljan, Member Mislav Ante Omazić, Independent Member
The duties of the Remuneration Committee:
to provide support to the Supervisory Board when adopting and regularly reviewing the fundamental principles of the Remuneration Policy
to provide support and consulting services to the Management of the Bank when drafting the Remuneration Policy
to draft proposals of the decisions related to the remunerations of the employees for whom is responsible Supervisory Board/ Shareholders’ General Meeting, including the decisions which have implications for the exposure of the Bank to the risks and risk management
to propose to the Supervisory Board consultants to provide the services concerning the Remuneration Policy and the implementation of the Policy
to provide support to the Bank’s Supervisory Board when reviewing and checking the implementation of the Remuneration Policy and when assessing the compliance of the implementation of the Remuneration Policy with other Bank’s acts related to the remunerations, as well as with other relevant regulations, standards, principles and codes (at least once a year)
to formally apply, once a year, different scenarios, testing the effects of the future external and internal events on the Remuneration Policy and its implementation, as well as to carry out retroactive tests
to perform other activities determined by the regulations
Risk Committee
Marijana Vuraić Kudeljan, President of the Risk Committee Marijana Miličević, Member Mislav Ante Omazić, Independent Member
The duties of the Risk Committee:
to advise the Supervisory Board on the overall current and future risk appetite as well as strategy and assisting in to assist in overseeing the implementation of that strategy by senior management, without prejudice to the responsibility of the Management and Supervisory Board of the credit institution for the overall risk management and overseeing of the credit institution
to review whether prices of liabilities and assets offered to clients take fully into account the credit institution’s business model and risk strategy, and where prices do not properly reflect risks in accordance with the business model and risk strategy, to present a remedy plan to the management of the credit institution
without prejudice to the tasks of the Remuneration Committee, in order to establish sound remuneration policies, to examine whether incentives provided by the remuneration system take into consideration risk, capital, liquidity and the likelihood and timing of earnings
to perform other activities determined by the regulations
Nomination Committee
Marijana Miličević, President of the Nomination Committee Marijana Vuraić Kudeljan, Member Mislav Ante Omazić, Independent Member
The duties of the Nomination Committee:
to recommend the members of the Management and the members of the Supervisory Board
to prepare a description of the roles and capabilities for individual members of the Management or Supervisory Board in order to exercise their duties, and assess the time commitment expected
regularly, and at least annually, to assess the structure, size, composition and performance of the Management and Supervisory Board and if necessary, to propose changes
regularly, and at least annually, to assess the knowledge, skills and experience of individual members of the Management and Supervisory Board and of the Management and Supervisory Board collectively, and report these bodies on the assessment
to review regularly the policy for selection of members of the Management and Supervisory Board and appointment of senior management and to make recommendations to the Management and Supervisory Board, and if deemed required, to give proposal for their change
to decide on a target for the representation of the underrepresented gender in the Management and Supervisory Board and to propose the strategy on how to increase the number of the underrepresented gender
on an ongoing basis and to the extent possible, to ensure that the Management and Supervisory Board’s decision making is not dominated by any one individual or small group of individuals in a manner that is detrimental to the interests of the credit institution as a whole
to perform other activities determined by the regulations
ESG Committee
Mislav Ante Omazić, President of the ESG Committee, Independent Member Marijana Miličević, Member Marijana Vuraić Kudeljan, Member
The duties of the ESG Committee are:
Oversight of the implementation and any potential modifications of methodologies in managing environmental, social, and governance factors;
Oversight of the implementation of the policy on managing environmental, social, and governance factors;
Regular review of the fundamental principles of the policy on managing environmental, social, and governance factors;
Oversight of the appropriate implementation of policies and practices related to the integration of ESG risks into business processes, in line with the overall corporate governance framework;
Oversight of the establishment and achievement of non-financial strategic sustainability objectives;
Oversight of monitoring the impact of environmental and climate risks on the bank's risk profile;
Regular review of the fundamental principles of sustainability concerning social factors through relationships with employees, investors, and the community;
Oversight of the implementation and processes related to governance factors, particularly those concerning anti-corruption policies, conflict of interest prevention, diversity policies in governing bodies, and gender equality.