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Corporate Governance

In NLB we are committed to developing a culture of responsibility for the client, we comply with the regulations, professional standards, the principles of business excellence and integrity, as well as nurturing a lean organisation and individuals working in it.

The trust shown in us by clients, fellow employees, shareholders and society at large gives us great responsibility. We earn it by working with others for a positive change, mutual benefits and growth in environments we operate in. When we incorporate our values into everything we do, we take responsibility for taking care of the value of the assets we have been entrusted with and we contribute to the positive development of our environment.

Articles of Association

Corporate Governance Policy of NLB d.d.

Corporate Governance Statement of NLB d.d.

Policy on the provision of diversity of the Supervisory Board

Policy for selecting suitable candidates for the member of the Bank's MB

Disclosures regarding the remuneration policy for key function holders

Statement on the Management of Risk

Management Board

The Management Board of NLB leads, presents and acts in the name of the bank individually and on its own responsibility and has the authority in accordance with law and the Bank's Act. The Management Board consist of 4 members, Mr. Blaž Brodnjak, Mr. Archibald Kremser, Mr. Andreas Burkhardt and László Pelle.

Working bodies of the Management Board

With the aim of appropriate and effective performance management, the Management Board has created a system of adequate risk management, internal audit and corporate management. Working bodies of the Management Board are:

  • Credit Committee whose role is to accept decisions on grading classifications, set exposure limits and approve loans in commercial banking.
  • Asset and Liability Committee (ALCO) whose role is to analyse balance sheet positions, changes and trends, and also to form decisions to achieve the balance sheet structure in line with the bank's business policy. Its wider role includes overseeing normal banking activity; that goals are set and targets are achieved.
  • Cost Committee is a professional and co-ordinating body for the preparation and supervision of the implementation of the costs budgeting policy for NLB and NLB Group.
  • Retail Credit Committee whose role is to accept decisions on lending and other investments with terms and conditions deviating from the regular offer and exceeding authorisations of retail network directors defined by the Management Board.

Supervisory Board

The Supervisory Board of NLB is composed of 8 members, who are appointed and recalled by the General Meeting of the Bank. Its task is to monitor and supervise the management of NLB and its operations. There are four working committees of the Supervisory Board, namely:

Audit Committee monitors and prepares draft resolutions for the Supervisory Board on accounting reporting, internal control and risk management, internal audit, compliance, external audit and supervises the implementation of regulatory measures.

Risk Committee monitors and drafts resolutions for the Supervisory Board in all areas of risk relevant to NLB's operations. It consults on the current and future risk appetite and the risk management strategy and it helps conduct control over senior management as regards implementation of the risk management strategy.

Nomination Committee drafts proposed resolutions for the Supervisory Board concerning the appointment and dismissal of Management Board members, recommends candidates for Supervisory Board members to the General Meeting of NLB, recommends to the Supervisory Board the dismissal of members of the Management Board and the Supervisory Board, prepares the content of executive employment contracts for the President and members of the Management Board, evaluates the performance of the Management Board and the Supervisory Board, and assesses the knowledge, skills and experience of individual members of the Management Board and Supervisory Board as a whole. The Committee proposes amendments to the Management Board's policy on the selection and appointment of suitable candidates for senior management of NLB.

Remuneration Committee carries out expert and independent assessments of remuneration policies and practices and gives initiatives for measures related to improving the management of NLB's risks, capital and liquidity, prepares proposals for decisions of the Supervisory Board in relation to remuneration, and supervises the remuneration of senior management performing risk management and compliance functions.

General Meeting

General Information on General Meeting

Shareholders exercise their rights at NLB Bank's General Meeting. The Management Board or the Supervisory Board summon assemblies at least once a year and within six months of the end of each financial year. Announcements need to be published at least one month before the date of the General Meeting.

Shareholders can exercise their rights at the General Meeting either in person, by legal representative or by proxy. Participation requires submitting to NLB Bank appropriate documentation verifying identification. Shareholders are obliged to announce their participation on NLB Bank's General Meeting at least 3 days prior to the meeting, and declare the total number of their shares to be used when voting at the Assembly.

Shareholders, who own at least 5% of nominal capital, can submit a written demand that the Supervisory Board summon a General Meeting of Shareholders or that a certain issue is put on the agenda at the Assembly.

Decisions made at the Assembly can be enforced by a majority vote of Shareholders, unless the law or the Company's Act state otherwise.

BOOK VALUE OF NLB SHARE

30.6.2017

64.7 EUR

CONTACT

Valerija Pešec
Head of Investor Relations
T: + 386 1 476 9122
E: valerija.pesec@nlb.si

Teja Žerjal
Investor Relations

T: +386 1 476 2568
E: teja.zerjal@nlb.si

Investor Relations
E: vlagatelji@nlb.si

Public Relations
E: oj@nlb.si