Application of the Dutch Banking Code by Achmea Bank N.V.
|
|
- Judith Dixon
- 6 years ago
- Views:
Transcription
1 Application of the Dutch Banking Code by Achmea Bank N.V. Review of the way in which Achmea Bank N.V. complies with the Dutch Banking Code over the year 2015 (May 2016) Application of the Dutch Banking Code by Achmea Bank N.V. over the year
2 Contents Introduction Compliance Sound and ethical operation Supervisory board Executive board Risk Policy Remuneration Policy Application of the Dutch Banking Code by Achmea Bank N.V. over the year
3 Introduction In September 2009, the Dutch Banking Association published the Banking Code. This Banking Code laid out the principles for Dutch banks in terms of corporate governance, risk management, audit and remuneration Following the first Banking Code in 2010, the Committee Wijffels published a report in 2013 on the structure of Dutch banks ( Towards a serviceable and stable banking system ). This report paid great attention to the stability of the industry and the importance of competition and diversity in Dutch banking. In its report the Committee called on the banks to take additional steps towards regaining trust from customers and society as a whole by setting out the role they want to play in society in a social charter. In response to this request, the Dutch Banking Association introduced a document called Future-oriented Banking. This document contains a Social Charter, the rules of conduct associated with the bankers oath and an update of the Banking Code. The update of the Banking Code takes into account the recommendations of the Banking Code Monitoring Commission, the report of the Committee Wijffels and the vision of the NVB as presented in A new balance: Towards a service-oriented, stable and competitive banking sector. The new Banking Code came into effect on January 1, 2015 and applies to all banks that are established in the Netherlands and licensed by the Dutch Central Bank pursuant to Section 2:11 of the Financial Supervision Act. The principles of the old Banking Code which have now been incorporated into legislation and regulations are not repeated in the new Banking Code. Achmea Bank will evidently continue to obey these national and international rules. The Banking Code does not replace applicable legislation or regulatory requirements that will prevail above the Banking Code in case of a conflict. Achmea Bank strongly supports the principles of the Banking Code to regain trust, ensure stability and protect the interests of our stakeholders. Regaining trust requires a sustainable approach and continuous attention. Following the significant steps taken to comply with the principles of the Banking Code from 2010 onwards, Achmea Bank has continued and improved its efforts over the financial year Achmea Bank recognizes that complying with these principles will be an on-going process In this publication, Achmea Bank N.V. reports how the principles of the Banking Code are applied and where applicable explain why (part of) a principle is not complied with. In addition, this publication will elaborate on the progress made in applying the principles and give certain specific examples how these principles are applied. *This publication is a translations of the Dutch publication Toepassing Code Banken door Achmea Bank N.V. of May The original Dutch text shall prevail in case of any variance between the Dutch text and the English translation. Application of the Dutch Banking Code by Achmea Bank N.V. over the year
4 1. Compliance Text Banking Code 2015 Each year each bank reports the manner in which it applied the Banking Code in the previous year on its website. In this way, the bank reports to what extent it has made progress in applying the principles. The bank also gives specific examples of how compliance has occurred. Implementation By Achmea Bank Achmea Bank applies this principle. Achmea Bank reports annually on the manner in which it applied the Banking Code in the previous year on its website ( If applicable, the bank gives reasons why a principle may not have been (completely) applied ("comply or explain"). Application of the Dutch Banking Code by Achmea Bank N.V. over the year
5 2. Sound and ethical operation Text Banking Code 2015 To acquire and maintain its position as a stable and reliable partner, a bank formulates a mission, a strategy and objectives. These are aimed at the long term and expressed in, among others, the bank's risk policy and the policy with regard to sustainability and corporate social responsibility. A bank chooses its position so that business interests and the social role it fills are an extension of each other. This is also expressed in the bank's governance structure and is leading in the implementation of the bank's policy based on its mission, strategy and objectives. Implementation By Achmea Bank Achmea Bank applies this principle. Achmea Bank main objective is to provide savings and mortgage products to retail clients as part of the propositions of Achmea. The products and services which we develop and market are simple and customer friendly. We want to provide long-term security for our customers. This means that we: Manage savings of our clients so they can have financial security Provide house loans to customers so they can buy a house and enjoy living Our customers trust us with their savings. That means that we must manage the savings of our clients in a very responsible manner. It also means that Achmea Bank is committed to safeguarding the continuity and reliability of its services. We have a healthy balance sheet, a low risk mortgage portfolio and a sound risk management structure. Achmea Bank s mission, strategy and objectives can be found on our website (achmeabank.com). Our business model is directed towards the longterm interests of our customers and stakeholders. We aspire to gain the full trust of our customers, distribution partners, employees, regulators, investors and shareholders. For that reason, we always keep the stakeholders interests in mind when making decisions. Achmea Bank offers transparency in its activities, services, products and financial soundness. We treat our customers and stakeholders with utmost respect and are committed to satisfying our customer needs. The policy on sustainability and corporate social responsibility (CSR) is enshrined in the Social Charter of Achmea Bank and the CSR Policy of Achmea. In the annual report of Achmea we reflect on our responsibilities and report on our results regarding sustainability. The annual report can be downloaded from achmea.com. Achmea Bank s risk appetite is directly linked to our mission, strategy and objectives and is periodically revised and updated. Together the Executive board and Supervisory Board with due regard to their individual tasks and authorities are responsible for setting up a proper governance structure and for the compliance with these governance principles. The members of these boards will set an example to all of the bank s employees and exhibit this in their day-to-day activities. The supervisory board will evaluate the way the members of the executive board are setting an example each year. Achmea Bank applies this principle. Achmea Bank has a sound governance structure in line with laws and regulations and a comprehensive internal control framework. The Executive Board and Supervisory Board of Achmea Bank ensure proper compliance with the internal governance. Achmea Bank also has an active dialogue with regulatory bodies. Balanced decision making is embodied in Achmea s stakeholder model in which the stakeholders are clients, shareholders, distribution partners and employees. The Executive Board ensures that the interests of all stakeholders are considered while making decisions. Hereby taking into account the continuity of the bank, the social environment in which the bank operates as well as legislation and regulations that apply to the bank. Application of the Dutch Banking Code by Achmea Bank N.V. over the year
6 The governance structure of Achmea Bank is enshrined in Articles of Association, Charters and the Bank Governance Manual. These documents are available to all employees and can be found on the intranet of the bank. Together the Executive board and Supervisory Board with due regard to their individual tasks and authorities are responsible for the development, promotion and maintenance of standards in the bank with regard to integrity, morality and leadership. Additionally, they are also responsible for good "checks & balances" and ensuring a robust IT infrastructure, which is essential for the functioning of the bank. Good checks and balances implies that the compliance function is ensured within the Executive board and Supervisory Board as well. Achmea Bank applies this principle. Care for our customers interests is embedded in Achmea Bank s working culture. Our employees have a high level of integrity, are knowledgeable and professional. The members of the Executive Board and Supervisory Board set an example to all of the bank s employees in their day-to-day activities. Our standards of integrity, morality and leadership are laid down in the Achmea Code of Conduct. In addition, all Achmea Bank employees and all members of the Executive Board Banking as well as the Supervisory Board have taken the Banker s Oath. Achmea Bank has an internal control framework with 'checks and balances' that ensure a robust IT infrastructure. Quarterly Risk Assessment are held and the results are reported to the Executive board and Supervisory Board. In 2015 Achmea Bank performed an integrity risk analysis. The objective of this risk self-assessment was: Understanding the integrity risks and current internal control system at Achmea Bank Determination of risk mitigating measures or accept risks Determination of possible actions for improvement and responsible action holders The self-assessment showed that the inherent risk profile of Achmea Bank can be classified as "Low". The compliance function operates independently and is hierarchically positioned under the Finance & Risk Director. The Compliance Officer also has a functional line to the Group Compliance Officer of Achmea. The Supervisory Board ensures that the Compliance Officer can report alleged irregularities of a general, operational or financial nature. Alleged irregularities concerning the functioning of members of the Executive Board can be reported to the Chairman of the Supervisory Board. The Executive board promotes responsible behaviour and a healthy culture, both at the top of the bank and throughout the entire organisation. It is aware of the interests of the bank's customers and other stakeholders. The Supervisory Board shall oversee this. Achmea Bank applies this principle. Achmea s cooperative roots ensure that the principle of putting Customer Interests First is central to everything we do. This is an integral part of the identity, vision and structure, in which we balance the interests of shareholders and customers. Care for our customers interests is embedded in Achmea Bank s working culture. The Executive Board and Supervisory Board lead by example. At Achmea Bank's we pay a lot of attention to a culture where the customer interest is a driver for change. Examples on how Achmea Bank puts this into practice are: Customer objectives were embodied in the personal goals of employees A Customer Council was established for Woonfonds. The Council advises us on Application of the Dutch Banking Code by Achmea Bank N.V. over the year
7 improvement our products and services A dedicated customer manager was appointed A Customer Complaints Committee was set up In 2015 customer centricity was set as one of the the main objective in the Business Plan. As part of our care for customers we have started to proactively contact customers who can improve their product. For example, in 2015 we contacted customers who qualify for interest rates and customers with an investment mortgage who may not meet their investment objective. Also in 2015 a Preventive Measures department was established. The objective of this department is to make customers aware of potential risks at an early stage. For example, if the mortgage loan is higher than the house value. This department also helps customers that face difficulty meeting their payments e.g. as a result of unemployment. We offer these customers a budget coach or job coach free of charge. Product reviews are systematically carried out on all products for compliance with internal and external criteria. In 2015 Achmea Bank has completed all Product Reviews. Customer surveys for the various labels under which Achmea Bank products are marketed saw a steadily increase throughout As a result of these initiatives Achmea Bank showed significant improvement in the monitoring dashboards for Savings an de Mortgage products of the AFM (Authority for the Financial Markets). Improvements can still be made in arrears handling and arrears policies. This will be shaped further in 2016 after the implementation of a new credit management system. A bank s culture must also express the assumptions in the Social Charter of the Dutch Banking Association. These must be embedded in the bank s organisation and the bank will include them in its contact with its stakeholders. It will provide an insight into the way in which the bank deals with the assumptions in the Social Charter. Achmea Bank applies this principle. The ambitions of Achmea Bank are closely linked to the Achmea ambition in the field of Corporate Social Responsibility (CSR). This means that we follow Achmea s Sustainability Policy, Remuneration Policy, Procurement and Investment. More information on CSR policies of Achmea and the results regarding sustainability can be found at achmea.com. Achmea Bank has drawn up a new Social Charter in It describes how Achmea Bank fulfills its social role toward customers, employees and society as a whole. The Social Charter of Achmea Bank is in line with the Social Charter of the Dutch Banking Association and is complementary to the CSR policy of Achmea. The implementation and safeguarding of the principles of the Social Charter will be shaped further in All employees shall comply with the formal regulations and self-regulations that apply to them. The Executive board and the Supervisory Board are responsible for this with due regard for their tasks and authorities. The Executive board is responsible for the employees being aware of and continuing to observe all rules, values and norms applicable to the bank and continuing to focus on them. The Supervisory Board shall oversee this. Achmea Bank did not fully meet this requirement. In 2015 and the first quarter of 2016 all employees have taken the banker's oath. Achmea Bank s Executive Board decided to organise small, intensive and meaningful gatherings for all employees in which staff swore the oath or made the solemn promise. These intensive sessions ensured a good appreciation of the occasion on the part of staff. The sessions were conducted by the members of Achmea Bank's Executive Board, who have also made the employees swear the oath or make the promise. These meetings were organised Application of the Dutch Banking Code by Achmea Bank N.V. over the year
8 on a monthly basis. As of April 1, 2015 all new employees are required to swear the banking oath (or make the solemn promise) within three months of enrollment. In 2015 circumstances prevented a very small number of new staff (none of which were decision makers) from taking the banking oath within three months. This has not compromised the integrity and control of operations at all. The rules of conduct are laid down in the Achmea Code of Conduct. The contract of employment for all new employees contains a reference to the Code of Conduct. Application of the Dutch Banking Code by Achmea Bank N.V. over the year
9 3. Supervisory board Text Banking Code 2015 The Supervisory Board is composed in such a way that it can fulfil its task as it should. It shall establish a risk committee and an audit committee. The members of the Supervisory Board are prepared and able to free up enough time and demonstrate their dedication and involvement. At the same time, they are critical and independent. Implementation By Achmea Bank Achmea Bank applies this principle. Possession of this necessary knowledge and experience is a requirement of the Supervisory Board profile. The Supervisory Board has ascertained that the members complement each other well in terms of background, expertise, experience and responsibilities. There were a number of changes in the Achmea Bank Supervisory Board in As of May 1, 2015 Mrs. P. Hofsté was appointed as Chairman of the Supervisory Board. This position became vacant because the previous chairman (Mr. E. van de Merwe) reached the end of the statutory term. As of November 18, Mr. H. te Beest has joined the Supervisory Board and Mrs. B. Tetteroo resigned due to her appointment to the Executive Board of Achmea Group. The functioning of the Supervisory Board is regulated by the company s Articles of Association and the Supervisory Board by-laws. Two members of the Supervisory Board form the Audit & Risk Committee (A&RC) of Achmea Bank. Also attending the meetings are the internal and external auditors. The A&RC s findings are discussed in the plenary Supervisory Board meeting, as required by the Supervisory Board by-laws of Achmea Bank. Each member of the Supervisory Board shall be aware of the social role of a bank and of the interests of the different stakeholders. For the members of the Supervisory Board's risk committee and audit committee, there are specific requirements with regard to competence and experience. Members of the risk committee must have a thorough knowledge of the financial-technical aspects of the risk management or have the necessary experience that allows for a sound assessment of risks. Members of the audit committee must have a thorough knowledge of financial reporting, internal control and audit or have the necessary experience that allows for a sound supervision of these topics. The chairman of the Supervisory Board shall ensure the existence of a programme of continuing training for all members of the Supervisory Board The objective of this programme shall be to maintain the expertise of the supervisory directors and, where necessary, to broaden it. In any case, the education shall be related to relevant developments within the bank and the financial sector, to corporate governance in general and those in the financial sector in particular, to the duty of care toward and the interest of the customer, integrity, IT infrastructure, risk management, financial reporting and audit. The members of the Supervisory Board are sufficiently available to perform their tasks and their presence is recorded in the attendance lists of the various committees and sub-committees. If a member is unable to attend, his or her input is channeled via the chairman. There are also interim conference calls, additional meetings and communications. Achmea Bank applies this principle. All members of the Supervisory Board have extensive experience in the financial sector. They have a thorough knowledge of the functions of a bank in society and are able to carefully consider the interests of all the parties involved. Opinions are deliberated, having due regard to a bank s function in society. Two members of the Supervisory Board form the Audit & Risk Committee (A&RC). These members both have extensive experience in Risk, Finance, Auditing and Compliance. Possession of this necessary knowledge and experience is a requirement of the profile of a member for this committee. Achmea Bank applies this principle. Taking into account the limited size of the bank and the objective of sharing knowledge equally, the Supervisory Board and Executive Board have decided to undertake a joint programme of continuing training. The training programme is adjusted periodically to current developments. In recent years, all subjects as mentioned in the Banking Code were addressed. Two training sessions were held in 2015, covering the topics: High Priority Bank Risk Management Application of the Dutch Banking Code by Achmea Bank N.V. over the year
10 Each member of the Supervisory Board shall participate in the programme and comply with the requirements of continuing training. The assessment of the effectiveness of the programme of continuing training is part of the annual evaluation of the Supervisory Board's functioning. In the annual self-evaluation, the members of the Supervisory Board are asked to evaluate the programme and whether they have any individual educational requirements. In 2015 the Supervisory Board s has reviewed the programme as satisfactory, however also determined that there is room for improvement. For 2016 a new programme has been drafted tailored to the needs of the Supervisory Board and the Executive Board. For 2016 the following topics are planned: In addition to the annual evaluation of the Supervisory Board 's functioning, this functioning shall be evaluated every three year under independent supervision. The involvement of each member of the Supervisory Board, the culture within the Supervisory Board and the relationship between the Executive board and the Supervisory Board shall be part of this evaluation. Each member of the Supervisory Board shall receive an appropriate compensation in relation to the time required for the activities. This compensation does not depend on the results of the bank. Duty of care for customers and integrity monitoring Developments in legislation in the banking sector IT developments in the banking sector Corporate Governance, Audit and financial reporting Achmea Bank did not fully meet this requirement. Both the Executive Board and the Supervisory Board take a critical look at the way in which they are functioning in annual self-evaluations. According to the Code, the Supervisory Board should have organised an evaluation conducted by an external party in However, in view of changes in the composition of the Supervisory Board, the chairman decided not to do so. However, at the end of 2015, an adequate, internal self-evaluation was performed which has contributed to the functioning of the Supervisory Board. An external evaluation will be held in This course of action is in accordance with the aim and spirit of the Code. Members of the Supervisory Board are appropriately remunerated by Achmea Bank, as shown by the financial statements. Their remuneration does not depend on the bank s results and is set by the General Meeting of Shareholders. Application of the Dutch Banking Code by Achmea Bank N.V. over the year
11 4. Executive board Text Banking Code 2015 The Executive board shall be composed in such a way that it can fulfil its task as it should. Each member of the Executive board shall be aware of the social role of a bank and of the interests of the different stakeholders. Implementation By Achmea Bank Achmea Bank applies this principle. The Executive Board of Achmea Bank has three directors who together constitute the official Executive Board. The functioning of the Executive Board is regulated by the Company Articles of Association and the Executive Board By-laws. All members of the Executive Board have extensive experience in the financial sector. They have a thorough knowledge of the functions of a bank in society and are able to carefully consider the interests of all the parties involved. Opinions are deliberated, having due regard to a bank s function in society. The Executive Board has ascertained that the members complement each other well in terms of background, expertise, experience and responsibilities. One of the members of the Executive board shall have the task of preparing the decision-making process within the Executive board with regard to risk management. The involved member of the Executive board shall be involved in a timely fashion in the preparation of decisions that have a material meaning for the bank for the risk profile, particularly where these decisions may result in derogation from the risk preparedness approved of by the Supervisory Board. The member may combine his/her office with other areas of special attention, on the condition that he/she does not carry any individual commercial responsibility for and functions independently from commercial areas of responsibility. In practicing the risk-management function, the effect that systemic risks may have on the risk profile of the bank shall also be focused on. Achmea Bank applies this principle. Within the Executive board the Chief Financial Officer is primarily responsible for risk management. The Chief Financial Officer s portfolio covers the following areas: Control, Financial Risk, Operational Risk and Compliance. The agreed targets for Chief Financial Officer show that he does not bear any individual commercial responsibility and operates independently of commercial task areas. The Finance & Risk Committee (F&RC) is the body responsible for preparing, implementing, monitoring and adjusting the risk policies of Achmea Bank concerning financial risks, compliance risks and operational risks. The Finance & Risk Committee oversees the Bank s overall risk policy. The Integral Risk Monitor is discussed on a quarterly basis in the Finance & Risk Committee. All members of the Executive Board sit on the Finance & Risk Committee, with the Chief Financial Officer as chairman. The Executive Board takes all decisions that are of material significance for the risk profile, the capital allocation or the liquidity impact. The chairman of the Executive board shall supervise the presence of a programme of continuing training for all members of the Executive board. The objective of this programme shall be to maintain the expertise of the directors and, where necessary, to broaden it. In any case, the education is shall be related to relevant developments within the bank and the financial sector, with corporate governance in general and that of the financial sector in particular, with the duty of care toward and the interest of the customer, integrity, risk management, financial reporting and audit. Each member of the Executive board shall participate in the programme and comply with the requirements of continuing training. Achmea Bank applies this principle. Taking into account the limited size of the bank and the objective of sharing knowledge equally, the Supervisory Board and Executive Board have decided to undertake a joint programme of continuing training. The training programme is adjusted periodically to current developments. In recent years, all subjects as mentioned in the Banking Code were addressed. Two training sessions were held in 2015, covering the topics: High Priority Bank Risk Management Assessment of the programme was part of the self-evaluation performed by the Executive Board. In 2015 the Executive Board has reviewed the programme as satisfactory, however also determined that there is room for improvement. Application of the Dutch Banking Code by Achmea Bank N.V. over the year
12 For 2016 a new programme has been drafted tailored to the needs of the Supervisory Board and Executive Board. For 2016 the following topics are planned: Duty of care for customers and integrity monitoring Developments in legislation in the banking sector IT developments in the banking sector Corporate Governance, Audit and financial reporting Application of the Dutch Banking Code by Achmea Bank N.V. over the year
13 5. Risk Policy Text Banking Code 2015 The risk policy of a bank shall be characterized by an integral approach, shall be transparent and shall be aimed at both the short term and the long term. The risk policy shall also take into account reputational risks and non-financial risks. The Executive board of a bank shall be responsible for the risk policy of the bank and guarantee a sufficient risk management. Implementation By Achmea Bank Achmea Bank applies this principle. Although Achmea Bank is part of a larger group, its policy is to secure its continuity independently. Achmea Bank spreads its financial risks over different counterparties and its transactions over time. The Achmea Bank Executive Board receives a management report each month covering important financial and non-financial aspects of Achmea Bank. Achmea Bank applies this principle. In accordance with the Executive Board By-laws, the Executive Board ensures that the management of the risks related to the bank s business activities is subjected to systematic audit. Risk management is organised so that the Executive Board is informed immediately of all material risks in order that they can be controlled. The Bank s Governance Manual specifies how the various departments are to monitor the bank s risk management. The Balance Sheet Management & Financial Risk department monitors the financial risks. The Operational Risk Management department monitors the operational risks. Compliance risks are monitored by the Compliance Officer. The Finance & Risk Committee (F&RC) is the body responsible for preparing, implementing, monitoring and adjusting the risk policies of Achmea Bank concerning financial risks, compliance risks and operational risks. The Finance & Risk Committee gets input from various subcommittees, such as an Asset & Liability Committee, a Credit Committee and a Product Committee. These committees are granted delegated powers from the F&RC to make decisions, on the basis of policy frameworks. The duties and responsibilities of the committees are defined in the various by-laws of the concerning committees. At the suggestion of the Executive board, the risk preparedness shall be submitted at least once a year to the Supervisory Board for approval. Any interim material changes of the risk preparedness shall also be submitted to the Supervisory Board for approval. The Supervisory Board shall supervise the risk policy administered by the Executive board. To that end, the Supervisory Board shall discuss the risk profile of the bank and assess at a strategic level whether allocation of capital and liquid assets tied up generally agree with the approved risk preparedness and whether the business activities in general fit within the risk preparedness of the bank. In practicing this supervisory role, the Supervisory Board shall be advised by the risk committee of the Supervisory Board Achmea Bank did not fully meet this requirement. The bank s risk appetite is discussed annually in the Audit & Risk Committee (A&RC) and ratified by the Supervisory Board. In 2015 he Bank's risk appetite was periodically discussed with the Supervisory Board. In February 2016, the overall risk appetite was formally put before and approved by the Supervisory Board, after receipt of the SREP report from DNB. The previous revision of the risk appetite by the Supervisory Board took place late Therefore the risk appetite was not formally revised in 2015, but early Achmea Bank applies this principle. The Integral Risk Monitor is discussed on a quarterly basis in the Audit & Risk Committee of the Supervisory Board. Both financial and nonfinancial risks are discussed against the background of the bank s approved risk appetite. The A&RC meets at least four times per year. The results of the A&RC s deliberations are discussed by the Supervisory Board in plenary session. Application of the Dutch Banking Code by Achmea Bank N.V. over the year
14 6. Audit Text Banking Code 2015 The Executive board of a bank shall ensure systemic monitoring of the management of the risks that are connected to the business activities of the bank. Implementation By Achmea Bank Achmea Bank applies this principle. In accordance with the Executive Board By-laws, the Executive Board ensures that the management of the risks related to the bank s business activities is subjected to systematic audit. Risk management is organised so that the Executive Board is informed immediately of all material risks in order that they can be controlled. Achmea Bank s risk management relies on three lines of defence: 1. The first line consists of the Executive Board, the managers of the departments and the process and system owners. These managers bear the primary operational responsibility for risk management in the underlying processes and systems; 2. The second line consists of specific risk management and compliance departments which assist in the identification, assessment, reporting and monitoring of risks. These departments do not have any accountability for operations or results. 3. The third line consists of Internal Audit, which audits the entire risk management framework, including the functioning of second-line risk management. To that end, there shall be an independently positioned internal audit function within a bank. The head of that audit function shall report to the chairman of the Executive board. He shall also have a direct reporting line to the chairman of the audit committee of the supervisory board The Internal Audit Team of Achmea Bank reports to the Executive Board and the Audit & Risk Committee. Every six months an Audit Memorandum is published. These reports are discussed at length. Achmea Bank applies this principle. The Achmea Bank Internal Audit Team performs the internal audit function and is part of the Achmea Internal Audit Department. The Internal Audit Management Team member with responsibility for Achmea Bank reports to Internal Audit s General Manager. The Achmea Bank Internal Audit charter is intended to provide a more specific definition of the internal audit function within Achmea Bank and to make its position and authority transparent. The audit charter takes account of the specific circumstances which Achmea Bank (as part of Achmea Group) has to contend with. The independence of Achmea Bank Internal Audit is guaranteed because the Internal Audit Management Team member with responsibility for Achmea Bank reports to the chairman of Achmea Bank s Executive Board and has a direct open line of communication to the chairman of the Audit & Risk Committee of Achmea Bank. Achmea Bank applies this principle. The Internal Audit department of Achmea Bank makes an audit plan each year (which also covers actions to be taken for the medium term planning). The selection of topics for the annual audit plan is based on an annually revised risk analysis. The topics covered by the annual audit plan includes an assessment of the most important internal control measures and the quality and functional effectiveness of the system of governance, risk management and control procedures within the bank. Achmea Bank Internal Audit reports its findings direct to both the responsible management and the chairman of the Executive Board of Achmea Bank. Every six months, Achmea Bank Internal Audit reports to the Audit & Application of the Dutch Banking Code by Achmea Bank N.V. over the year
15 There shall be a periodic information exchange between the internal audit function, the external auditor and the audit committee of the supervisory board. At an early stage, the internal audit function shall initiate a discussion of each other's risk analysis, findings and audit plan with DNB and the external auditor at least once a year. The Executive board and the internal audit function of the bank shall promote the periodic occurrence of this tripartite consultation. In this they shall aim at a clear delineation of one another's tasks and responsibilities. Risk Committee of Achmea Bank in an Audit Memorandum. Reporting to the Executive Board of Achmea is the responsibility of the Achmea Bank Supervisory Board or the Internal Audit Management Team member responsible for Achmea Bank Internal Audit, after agreement with the chairman of the Achmea Bank Supervisory Board. Achmea Bank applies this principle. Internal Audit s annual plan and risk analysis is determined in agreement with the Executive Board, the external auditors and Internal Audit s General Manager. Achmea Bank s Audit & Risk Committee has the right to amend and approve the annual audit plan and the risk analysis. After adoption, the annual audit plan and the risk analysis are also communicated to the Dutch Central Bank. Assurances for the proper exchange of information are provided by, among other, the Audit & Risk Committee (A&RC) with the external auditors and the Internal Audit Management Team member responsible for Achmea Bank in attendance. Agenda items of the Audit & Risk Committee include the Audit Memorandum prepared by Internal Audit Achmea Bank, the Audit Report produced by the external auditors and the annual audit plan jointly produced by Internal Audit Achmea Bank and the external auditors, including the risk analyses relating to the Achmea Bank. Achmea Bank applies this principle. After adoption by the Audit & Risk Committee, the annual audit plan was communicated to the Dutch Central Bank in Internal Audit Achmea Bank initiated talks with the Central Bank and the external auditors in 2015 to discuss the annual audit plan and the Audit Memorandum produced by Internal Audit Achmea Bank as well as the adopted audit approach and the audit report produced by the external auditors. Application of the Dutch Banking Code by Achmea Bank N.V. over the year
16 7. Remuneration Policy Text Banking Code 2015 A bank shall pursue a careful, controlled and durable remuneration policy that is clear and transparent, in line with national and international regulations. The remuneration policy shall be aimed primarily at the long term and in line with the risk policy of the bank. It shall be characterised by balanced relationships, both internal and external, by which the expectations of the different stakeholders and the social basis of support shall be taken into account. It shall also take into account the relevant international context. Implementation By Achmea Bank Achmea Bank applies this principle. Achmea Bank conforms to the Remuneration Policy of the Achmea Group. Achmea s Remuneration Policy is periodically evaluated and ratified by the Supervisory Board. The underlying principles and intentions behind Achmea s remuneration policy are as follows. The remuneration policy: derives from the Achmea identity: it is restrained, proportionate and not excessive; reflects our involvement in society; supports the continuity of the company; is aimed at long-term value creation for all stakeholders; should not contain any elements that are an incentive to irresponsible risk-taking; contains checks and balances; comprises both penalty and clawback provisions governing remuneration (and variable components thereof). All aspects of the remuneration policy are described in detail, including responsibilities, procedures and monitoring. The Supervisory Board By-laws and the rules governing the Supervisory Board Remuneration Committee guarantee that the aforementioned principles are adhered to. The total income of a member of the Executive board of a bank shall, at the time of adoption, be below the median for comparable positions within and outside of the financial sector, taking into account the relevant international context. The variable remuneration of a member of the Executive board shall be established in agreement with national and international regulations. Achmea Bank applies this principle. The Achmea Remuneration Policy refers to the Median Based on Total Remuneration Perspective. This means taking account of all components of the remuneration policy. It has been decided that, for all members of the Executive Board, the total income should remain below the median of people in comparable positions both inside and outside the financial sector. Achmea Bank applies this principle. The target setting for the Executive Board and senior management is based on risk-adjusted key risk indicators. The key performance indicators and key risk indicators are also related to the profitability and continuity of the company. Whenever it is decided to award variable remuneration (contingently or otherwise), 50% of such variable remuneration is deferred for a period of five years. Payment is only made following a sustainability test. Application of the Dutch Banking Code by Achmea Bank N.V. over the year
Governance Principles 2014
Governance Principles 2014 Governance Principles In accordance with the Governance Principles for Insurance Companies, which are also referred to as the Dutch Insurance Code ( the Code ), insurers are
More informationCorporate Governance the Insurers Code
Corporate Governance the Insurers Code During 2011, AEGON Nederland made major progress in implementing the Insurers Code ( the Code ). In the Report of the Executive Board of 2011 several areas for improvement
More informationDutch Banking Code. Background
Dutch Banking Code Background The financial crisis that began in mid-2007 led to a profound social debate on the performance of financial institutions. In the Netherlands, the Adviescommissie Toekomst
More informationCorporate governance. Dutch Corporate Governance Code. Dutch Banking Code. Rabobank Group Code of Conduct
Corporate governance Rabobank Group is comprised of autonomous local member Rabobanks; their central organisation, Rabobank Nederland, and a number of specialised subsidiaries. As a bank that uses its
More informationSummary findings inspection quality of statutory audits Big 4 firms
Page 1 of 6 Summary findings inspection quality of statutory audits Big 4 firms Between April 2013 and the end of July 2014, the Netherlands Authority for the Financial Markets (AFM) carried out regular
More informationApplication of the Banking Code. Legal & Compliance NN Bank
Application of the Banking Code Legal & Compliance NN Bank Contents Introduction Supervisory Contents Introduction 3 Details 2 Supervisory Nationale-Nederlanden Bank 4 3 Nationale-Nederlanden Bank 6 4
More informationCORPORATE GOVERNANCE POLICY
CORPORATE GOVERNANCE POLICY I - PRINCIPLES AND VALUES 1 GOVERNANCE PRINCIPLES Saferoad Holding ASA ( Saferoad or the Company ) considers good corporate governance to be a prerequisite for value creation
More informationBOC HONG KONG (HOLDINGS) LIMITED. Mandate of the Remuneration Committee
BOC HONG KONG (HOLDINGS) LIMITED Mandate of the Remuneration Committee 1. Purpose 1.1 The Remuneration Committee (the Committee ) is a standing committee of the Board of Directors (the Board ). The purpose
More informationCORPORATE GOVERNANCE King III - Compliance with Principles Assessment Year ending 31 December 2015
No N/A 1 Chapter 1 - Ethical leadership and corporate citizenship 1.1 The Board should provide effective leadership based on an ethical foundation 1.2 The Board should ensure that the Company is and is
More informationJamaica Money Market Brokers Limited. Corporate Governance Policy
Jamaica Money Market Brokers Limited Corporate Governance Policy 30 September 2011 Table of Contents 1. Introduction 4 1.1. Purpose of the Policy 4 2. Board Structure and Composition 5 2.1. Board Role
More informationCORPORATE GOVERNANCE King III - Compliance with Principles Assessment Year ending 31 December 2016
No N/A 1 Chapter 1 - Ethical leadership and corporate citizenship 1.1 The board s should provide effective leadership based on an ethical foundation 1.2 The board should ensure that the Company is and
More informationW. R. GRACE & CO. CORPORATE GOVERNANCE PRINCIPLES
W. R. GRACE & CO. CORPORATE GOVERNANCE PRINCIPLES The primary responsibility of the directors of W. R. Grace & Co. is to exercise their business judgment to act in what they reasonably believe to be in
More informationStatutory report on corporate governance for TORM A/S for the financial year 2014 (regarding the Danish Financial Statement Act sec. 107b).
STATUTORY REPORT ON CORPORATE GOVERNANCE Statutory report on corporate governance for TORM A/S for the financial year 2014 (regarding the Danish Financial Statement Act sec. 107b). This statement forms
More informationGOLD FIELDS LIMITED. ( GFI or the Company ) BOARD CHARTER. (Approved by the Board of Directors on 16 August 2016)
1 GOLD FIELDS LIMITED ( GFI or the Company ) BOARD CHARTER (Approved by the Board of Directors on 16 August 2016) 2 1. INTRODUCTION The Board Charter is subject to the provisions of the South African Companies
More information4.2 Report of the Supervisory Board to shareholders
2015 91 4.2 Report of the Supervisory Board to shareholders The year under review was one of transformation. The execution of the Back in Shape programme, developed to face further headwind and ensure
More informationCORPORATE GOVERNANCE POLICY
WEIFA ASA CORPORATE GOVERNANCE POLICY as first resolved by the Board of Directors on 24 April 2006 and last revised on 15 August 2014 (draft) 1. INTRODUCTION TO CORPORATE GOVERNANCE... 2 2. BUSINESS...
More informationEthical leadership and corporate citizenship. Applied. Applied. Applied. Company s ethics are managed effectively.
CORPORATE GOVERNANCE- KING III COMPLIANCE Analysis of the application as at 24 June 2015 by Master Drilling Group Limited (the Company) of the 75 corporate governance principles as recommended by the King
More informationGuidance Note: Corporate Governance - Audit Committee. March Ce document est aussi disponible en français.
Guidance Note: Corporate Governance - Audit Committee March 2015 Ce document est aussi disponible en français. Applicability The Guidance Note: Corporate Governance Audit Committee (the Guidance Note )
More informationIMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS
IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS Introduction As part of the corporate governance policies, processes and procedures of ImmunoGen, Inc. ( ImmunoGen or the Company
More informationCANADIAN SOLAR INC. Corporate Governance Guidelines
CANADIAN SOLAR INC. Corporate Governance Guidelines The Board of Directors (the Board ) of Canadian Solar Inc. (the Company ) has adopted the following Corporate Governance Guidelines (the Guidelines )
More informationAUDIT COMMITTEE REGULATIONS. The Supervisory Board appointed an Audit Committee, such in accordance with Article 6 of the Regulations.
AUDIT COMMITTEE REGULATIONS INTRODUCTION The Supervisory Board appointed an Audit Committee, such in accordance with Article 6 of the Regulations. Capitalised terms used in these Audit Committee regulations
More informationThis document contains a summary of the Group s application of all of the principles contained in King III.
King III Compliance The Board supports the Code of Corporate Practices and Conduct as recommended by the King III Report on Corporate Governance for South Africa 2009 ( King III ). This document contains
More informationCorporate Governance Statement. APN Property Group August 2017
Corporate Governance Statement APN Property Group August 2017 CORPORATE GOVERNANCE STATEMENT This is the corporate governance statement for APN Property Group Limited (APN PG or Company) for the financial
More informationRULES OF PROCEDURE REMUNERATION AND HR COMMITTEE SUPERVISORY BOARD RABOBANK 1
RULES OF PROCEDURE REMUNERATION AND HR COMMITTEE SUPERVISORY BOARD RABOBANK 1 1 Adopted by the Supervisory Board on 11 August 2017 with effective date 1 September 2017 1 1 Introduction 1.1. These rules
More informationGOVERNANCE BODIES AND COMMITTEES AND THEIR FUNCTION
Reporting regarding the recommendations from the Danish Committee on Corporate Governance (Statutory Corporate Governance Report for 2015, cf. art. 107b of the Danish Financial Statements Act) This report
More informationTOYOTA FINANCIAL SERVICES (SOUTH AFRICA) LIMITED
FOR THE YEAR ENDED 31 MARCH 2016 KING III - PRINCIPLES TOYOTA FINANCIAL SERVICES (SOUTH AFRICA) LIMITED (TFSSA) To be read in conjunction with the 2016 Integrated Report Toyota Financial Services (South
More informationCORPORATE GOVERNANCE GUIDELINES
CORPORATE GOVERNANCE GUIDELINES The following guidelines (the "Guidelines") have been developed and adopted by the Board of Directors (the "Board") of Seaspan Corporation (the "Corporation"), and together
More informationDexia Group Audit Charter
January 2013 Dexia Group Audit Charter The present Charter states the fundamental principles governing the internal audit function in the Dexia Group, describing its objectives, its role, responsibilities
More information(Adopted by the Board of Directors on 13 May 2009 and amended on 24 September 2009, 13 September 2012 and 27 November 2013)
Thomas Cook Group plc THE AUDIT COMMITTEE TERMS OF REFERENCE (Adopted by the Board of Directors on 13 May 2009 and amended on 24 September 2009, 13 September 2012 and 27 November 2013) Chairman and members
More informationPIRAEUS ASSET MANAGEMENT EUROPE S.A.
PIRAEUS ASSET MANAGEMENT EUROPE S.A. Remuneration Policy of Piraeus Asset Management Europe S.A. 1. Preamble This remuneration policy (the "Policy") purports to fulfil the requirements of Article 111ter
More informationPRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES
PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES A. THE ROLE OF THE BOARD OF DIRECTORS 1. Direct the Affairs of the Corporation for the Benefit of Shareholders The Prudential board
More informationMAZOR GROUP LIMITED CORPORATE GOVERNANCE COMPLIANCE KING III REGISTER
MAZOR GROUP LIMITED CORPORATE GOVERNANCE COMPLIANCE KING III REGISTER Mazor Group Limited has in its Integrated Report for 2015 disclosed its level of compliance with the King Code of Corporate Governance
More informationBOM/BSD 2/November 1994 BANK OF MAURITIUS. Guideline on Maintenance of Accounting and other Records and Internal Control Systems
BOM/BSD 2/November 1994 BANK OF MAURITIUS Guideline on Maintenance of Accounting and other Records and Internal Control Systems November 1994 Revised November 2013 Revised December 2017 TABLE OF CONTENTS
More informationCORPORATE GOVERNANCE GUIDELINES
CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Gildan Activewear Inc. ( Gildan or the Company ) considers strong and transparent corporate governance practices to be an important
More informationCORPORATE GOVERNANCE KING III COMPLIANCE REGISTER 2017
CORPORATE GOVERNANCE KING III COMPLIANCE REGISTER 2017 This document has been prepared in terms of the JSE Listing Requirements and sets out the application of the 75 corporate governance principles by
More informationKing lll Principle Comments on application in 2013 Reference in 2013 Integrated Report
Application of King III Principles 2013 This document has been prepared in terms of the JSE Listings Requirements and sets out the application of King III principles by the Clicks Group. The following
More informationNationale-Nederlanden Bank N.V. Application of the Banking Code by Nationale-Nederlanden Bank Legal & Compliance NN Bank.
Nationale-Nederlanden Bank N.V. Application of the Banking Code by Nationale-Nederlanden Bank 2016 Legal & Compliance NN Bank Abstract: This document contains a description of the way Nationale-Nederlanden
More informationKING IV APPLICATION REGISTER. We do it better
KING IV APPLICATION REGISTER 2017 We do it better 1 KING IV APPLICATION REGISTER APPLICATION OF KING IV African Rainbow Minerals Limited (ARM or the Company) supports the governance outcomes, principles
More informationGRIFOLS STATUTES OF THE AUDIT COMMITTEE
GRIFOLS STATUTES OF THE AUDIT COMMITTEE GRIFOLS STATUTES OF THE AUDIT COMMITTEE Table of Contents 1. PURPOSE... 3 2. COMPOSITION... 3 3. FUNCTIONING... 3 4. FUNDING... 4 5. RESPONSIBILITIES... 4 A) In
More informationSunTrust Banks, Inc. Corporate Governance Guidelines. General Principles
SunTrust Banks, Inc. Corporate Governance Guidelines SunTrust, through its Board of Directors and management, has long sought to meet the highest standards of corporate governance. These Guidelines are
More informationTranslation from Polish
Declaration of Bank Handlowy w Warszawie S.A. (hereinafter referred to as the Company ) regarding the compliance with corporate governance rules incorporated in Best Practices in Public Companies Warsaw,
More informationGerman Corporate Governance Code
[Please note: Amendments to the Code compared with the version dated November 07, 2002 are highlighted in bold print and underlined] Government Commission German Corporate Governance Code Foreword This
More informationCORPORATE GOVERNANCE KING III COMPLIANCE
CORPORATE GOVERNANCE KING III COMPLIANCE Analysis of the application as at March 2013 by AngloGold Ashanti Limited (AngloGold Ashanti) of the 75 corporate governance principles as recommended by the King
More informationKing lll Principle Comments on application in 2016 Reference Chapter 1: Ethical leadership and corporate citizenship Principle 1.
Clicks Group Application of King III Principles 2016 APPLICATION OF King III PrincipleS 2016 This document has been prepared in terms of the JSE Listings Requirements and sets out the application of King
More informationBERMUDA MONETARY AUTHORITY
BERMUDA MONETARY AUTHORITY CONSULTATION PAPER CORPORATE GOVERNANCE POLICY TRUST (REGULATION OF TRUST BUSINESS) ACT 2001 INVESTMENT BUSINESS ACT 2003 INVESTMENT FUNDS ACT 2006 DECEMBER 2012 Table of Contents
More informationIoD Code of Practice for Directors
The Four Pillars of Governance Best Practice Institute of Directors in New Zealand (Inc). IoD Code of Practice for Directors This Code provides guidance to directors to assist them in carrying out their
More informationBOARD CHARTER TOURISM HOLDINGS LIMITED
BOARD CHARTER TOURISM HOLDINGS LIMITED INDEX Tourism Holdings Limited ( thl ) - Board Charter 2 1. Governance at thl 2 2. Role of the Board 3 3. Structure of the Board 4 4. Matters Relating to Directors
More informationETIQA FAMILY TAKAFUL BERHAD (EFTB) (Formerly known as Etiqa Takaful Berhad) - BOARD CHARTER
ETIQA FAMILY TAKAFUL BERHAD (EFTB) 1. INTRODUCTION The Board acknowledges the importance of developing and maintaining a framework of Corporate Governance that is robust and sound to promote a culture
More informationCorporate Governance Statement John Bridgeman Limited
Corporate Governance Statement John Bridgeman Limited 1 Definition In this document: ASX Board Chair CFO Company Secretary Corporations Act Director means ASX Limited ACN 008 624 691 or the securities
More informationCPI CARD GROUP INC. CORPORATE GOVERNANCE GUIDELINES
CPI CARD GROUP INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of CPI Card Group Inc. (the Company ) has adopted the following Corporate Governance Guidelines (the Guidelines )
More informationReport of the ING Bank Śląski S.A. Supervisory Board on Their Operations for 2015
Enclosure with the Supervisory Board Resolution of 4 March 2016 Report of the ING Bank Śląski S.A. Supervisory Board on Their Operations for 2015 Pursuant to Article 382 1 of the Commercial Companies and
More informationUNOFFICIAL TRANSLATION OF THE COMPLY OR EXPLAIN LIST IN RESPECT OF THE DUTCH CORPORATE GOVERNANCE CODE ABN AMRO GROUP N.V.
UNOFFICIAL TRANSLATION OF THE COMPLY OR EXPLAIN LIST IN RESPECT OF THE DUTCH CORPORATE GOVERNANCE CODE ABN AMRO GROUP N.V. 24 NOVEMBER 2015 INDEX Definitions... 3 DUTCH CORPORATE GOVERNANCE CODE... 4 I.
More informationJordanian Corporate Governance Code. Private Shareholding Companies Limited Liability Companies Non Listed Public Shareholding Companies
Jordanian Corporate Governance Code Private Shareholding Companies Limited Liability Companies Non Listed Public Shareholding Companies Table of Contents I. INTRODUCTION 1. Preamble 2. Scope of The Code
More informationSydbank s statement concerning the recommendations of the Committee on Corporate Governance
Sydbank s statement concerning the recommendations of the Committee on Corporate Governance Corporate Governance Principles The statement concerns the period 2015 1 s of The company complies /does not
More informationRISK AND AUDIT COMMITTEE TERMS OF REFERENCE
RISK AND AUDIT COMMITTEE TERMS OF REFERENCE Brief description Defines the Terms of Reference for the Risk and Audit Committee. BHP Billiton Limited & BHP Billiton Plc BHP Billiton Limited & BHP Billiton
More informationEstia Health Limited ACN ( Company ) Approved by the Board on 17 November 2014
Board Charter Estia Health Limited ACN 160 986 201 ( Company ) Approved by the Board on 17 November 2014 Board Charter Contents 1 Purpose of this charter 1 2 Role and responsibilities of the Board 1 2.1
More informationCMVM CORPORATE GOVERNANCE CODE 2013 (RECOMMENDATIONS)
CMVM CORPORATE GOVERNANCE CODE 2013 (RECOMMENDATIONS) I. VOTING AND CORPORATE CONTROL I.1. Companies shall encourage shareholders to attend and vote at general meetings and shall not set an excessively
More informationCORPORATE GOVERNANCE REPORT
CORPORATE GOVERNANCE REPORT In the following, the Management Board and Supervisory Board submit the Corporate Governance Report including the Management Declaration pursuant to Section 289a HGB (German
More informationStatutory report on corporate governance for the financial year 2014, cf. Section 107 b of the Danish Financial Statements Act
Statutory report on corporate governance for the financial year 2014, cf. Section 107 b of the Danish Financial Statements Act This statement forms part of the management s review in Carlsberg A/S' Annual
More informationRULES OF PROCEDURE FOR THE AUDIT & CONFLICTS OF INTEREST COMMITTEE VALOREM S.A.
1. DEFINITIONS RULES OF PROCEDURE FOR THE AUDIT & CONFLICTS OF INTEREST COMMITTEE VALOREM S.A. 1.1 Shareholders. Those registered as the owners of the Company's shares in the Company's Shareholder Register
More informationThe BANK of Greenland's Corporate Governance Report. Corporate Governance Report version of 30 November
BANK of Greenland's Corporate Governance Report Corporate Governance Report version of 30 November 2017 1 Corporate governance in Greenland As a publicly quoted financial BANK of Greenland wishes to take
More informationOCEAN PARK CORPORATION CODE ON CORPORATE GOVERNANCE PRACTICES
OCEAN PARK CORPORATION CODE ON CORPORATE GOVERNANCE PRACTICES (Revision 4) OCEAN PARK CORPORATION Ocean Park Corporation (the Corporation ) is a statutory body incorporated under the Ocean Park Corporation
More informationBOARD GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES
BOARD GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES Management and the Board of Directors ( Board ) of Nabors Industries Ltd. (the Company ) are committed to conducting business consistent with
More informationSydbank s statement concerning the recommendations of the Committee on Corporate Governance
Sydbank s statement concerning the recommendations of Corporate Governance Principles The statement concerns the period 2014 1 s of The company complies /does not comply with 1. Communication and interaction
More informationHF GROUP LIMITED BOARD CHARTER
The primary objective of the Group's Board Charter is to set out the responsibilities of the Board of Directors ("the Board") of HF Group and its subsidiaries. The Board of the Parent Company, HF Group,
More informationAUDIT COMMITTEE CHARTER. Specifically, the Audit Committee is responsible for overseeing that:
AUDIT COMMITTEE CHARTER PREFACE The Audit Committee of the Board of Directors shall assist the Board in fulfilling its responsibilities with respect to (1) the integrity of the financial statements of
More informationCharter of the Supervisory Board NN Group N.V.
Charter of the Supervisory Board NN Group N.V. 1. RESPONSIBILITIES OF THE SUPERVISORY BOARD 1.1 The Supervisory Board supervises the management of the Executive Board and the general course of affairs
More informationQUALITATIVE AND QUANTITATIVE PROFILE OF THE UNICREDIT S.P.A. BOARD OF DIRECTORS
QUALITATIVE AND QUANTITATIVE PROFILE OF THE UNICREDIT S.P.A. BOARD OF DIRECTORS Milan, 20 th March, 2012 INDEX 1. Premises p. 3 2. Assessment by the Board of Directors concerning its own qualitative composition
More informationINTEL CORPORATION BOARD OF DIRECTORS GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES
INTEL CORPORATION BOARD OF DIRECTORS GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES A. BOARD COMPOSITION 1. Board Leadership; Separation of the positions of Chairman and CEO The Board s general
More informationAlfa Financial Software Holdings PLC Terms of Reference of The Audit and Risk Committee of The Board of Directors of The Company
Alfa Financial Software Holdings PLC Terms of Reference of The Audit and Risk Committee of The Board of Directors of The Company adopted by the board on 15 May 2017 1. Background 1.1 The board has resolved
More informationEnactment of the Corporate Governance Policy
[Unofficial Translation] June 1, 2015 Koichiro Watanabe President and Representative Director The Dai-ichi Life Insurance Company, Limited Code: 8750 (TSE First section) Enactment of the Corporate Governance
More informationGovernance Principles
Policy and Procedures Maintaining excellence and continuous improvement in the development of DanceSport policies and procedures that facilitate and encourage best practice Table of Contents Governance
More informationAudit Committee Charter
Commonwealth Bank of Australia ACN 123 123 124 Audit Committee Charter 1. Purpose and Duties of the Audit Committee 1.1. The principal purpose of the Audit Committee is to assist the Board in fulfilling
More informationInstructions for the Board of Directors of SpareBank 1 SR-Bank ASA
Instructions for the Board of Directors of SpareBank 1 SR-Bank ASA In accordance with Section 6-23 of the Public Limited Companies Act, the Board has formulated the following instructions: 1. Objective
More informationCORPORATE GOVERNANCE POLICY
CORPORATE GOVERNANCE STATEMENT Atlantic is committed to building a diversified portfolio of resources assets that deliver superior returns to shareholders. Atlantic will seek to achieve this through strong
More informationKING REPORT ON GOVERNANCE FOR SOUTH AFRICA 2009 (KING III)
UPDATED: 18 FEBRUARY 2015 KING REPORT ON GOVERNANCE PRINCIPLE PER KING III ETHICAL LEADERSHIP AND CORPORATE CITIZENSHIP 1.1 The board should provide effective leadership based on an ethical foundation.
More informationMIDDLENEXT GOVERNANCE CODE FOR SMALL AND MIDCAPS
MIDDLENEXT GOVERNANCE CODE FOR SMALL AND MIDCAPS The Governance Code for Small and Midcaps is based on the analyses presented in the Gomez Report, Guidelines for Reasonable Governance of French Companies,
More informationGuidelines for Investor and Company Engagement (Draft)
Provisional translation Appendix 2 Guidelines for Investor and Company Engagement (Draft) Guidelines for Investor and Company Engagement The Guidelines herein provide agenda items for engagement that institutional
More informationAccountability Framework
Bureau de la Directrice Director s Office Circular No. Circulaire n DIR 02/2015 Date: 02/02/2015 Accountability Framework Introduction 1. Strengthening accountability is an important part of improving
More informationFinal Report. Guidelines. on internal governance under Directive 2013/36/EU EBA/GL/2017/ September 2017
EBA/GL/2017/11 26 September 2017 Final Report Guidelines on internal governance under Directive 2013/36/EU Contents Executive Summary 3 Background and rationale 5 1. Compliance and reporting obligations
More information0.2 The Remuneration and Appointment Committee is a standing committee of the Supervisory Board.
0. INTRODUCTION 0.1 These Terms of Reference have been drawn up by the Supervisory Board pursuant to clause 5.4 of the By-Laws of the Supervisory Board and clause 20.9 of the Articles of Association of
More informationBOISE CASCADE COMPANY
{BC Legal/179279/0005/01808611.DOC: } BOISE CASCADE COMPANY CORPORATE GOVERNANCE GUIDELINES (Adopted on February 4, 2013, as Updated Through May 4, 2017) The following Corporate Governance Guidelines (these
More informationThe Audit and Compliance Committee of Novartis AG
18 Charter The Audit and Compliance Committee of Novartis AG Mission Statement The audit and compliance committee (the ACC ) will assist the board of directors of Novartis AG (the Board ) in monitoring
More informationCHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Purpose of the Audit Committee CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board ) of TechnipFMC plc (the Company
More informationKING III ON CORPORATE GOVERNANCE. The AEEI level of compliance continually increases since the introduction of the Code.
KING III ON CORPORATE GOVERNANCE The Board of African Equity Empowerment Investments Limited (AEEI) remains committed to and endorses the principles of the Code of Corporate Practices and Conduct as set
More informationApplication of the Dutch Corporate Governance Code by NN Group
Application of the Dutch Corporate Governance Code by NN Group Financial Year 2015 Corporate Legal & Compliance NN Group March 2016 2 Application of the Dutch Corporate Governance Code 2016 NN Group Introduction
More informationOPTINOSE, INC. CORPORATE GOVERNANCE GUIDELINES
OPTINOSE, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of OptiNose, Inc. (the Company ) has adopted these Corporate Governance Guidelines (these Guidelines ) to assist the Board
More informationBoard evaluation report
BOARD EVALUATION REPORT FCMB ANNUAL REPORT 2010 21 Board evaluation report March 23, 2011 The Chairman Board of Directors First City Monument Bank Plc Primrose House Lagos, Nigeria Dear Sir Report to the
More informationKING III CHECKLIST. We do it better
KING III CHECKLIST 2016 We do it better 1 KING III CHECKLIST African Rainbow Minerals Limited (ARM or the Company) supports the principles and practices set out in the King Report on Governance for South
More informationCharter of the Audit Committee of the Board of Directors of Novo Nordisk A/S. CVR no
Charter of the Audit Committee of the Board of Directors of Novo Nordisk A/S CVR no. 24 25 67 90 1. Status The Audit Committee is a committee of the Board of Directors established in accordance with Section
More informationJuniper Networks, Inc. Corporate Governance Standards. (As amended on October 6, 2009)
Juniper Networks, Inc. Corporate Governance Standards (As amended on October 6, 2009) The Board of Directors (the "Board") of Juniper Networks, Inc. (the "Company") has established the following guidelines
More informationSeptember Remuneration Policy Summary
September 2017 Remuneration Policy Summary Introduction Gamax Management AG (hereinafter, Gamax, or the Company ) is a Luxembourg fund management company authorized to manage UCITS under the law of 17
More informationRolls-Royce s Board Governance
Rolls-Royce s Board Governance ADOPTED BY RESOLUTION OF THE BOARD OF ROLLS-ROYCE HOLDINGS PLC ON 16 JANUARY 2015 AND AMENDED BY RESOLUTIONS OF THE BOARD ON 10 DECEMBER 2015 AND 8 FEBRUARY 2017 Contents
More informationANNUAL CORPORATE GOVERNANCE STATEMENT 2015/16
ANNUAL CORPORATE GOVERNANCE STATEMENT 2015/16 CF. SECTION 107B OF THE DANISH FINANCIAL STATEMENTS ACT Chr. Hansen Holding A/S Bøge Allé 10-12, 2970 Hørsholm, Denmark Company reg. no. 28318677 ANNUAL CORPORATE
More information4. Organic documents. Please provide an English translation of the company s charter, by-laws and other organic documents.
Commitment to Good Corporate Governance 1. Ownership structure. Please provide a chart setting out the important shareholdings, holding companies, affiliates and subsidiaries of the company. If the company
More informationSupervisory Board Charter of the Audit Committee
Adopted by the Supervisory Board on September 8, 2004 Amendment approved by the Supervisory Board December 8, 2009 Amendment approved by the Supervisory Board June 18, 2014 CONTENT 0. INTRODUCTION... 3
More informationBank of Botswana Internal Audit Charter March 18, 2013 INTERNAL AUDIT CHARTER BANK OF BOTSWANA
INTERNAL AUDIT CHARTER BANK OF BOTSWANA 1 CONTENTS PAGE 1. PURPOSE OF THE INTERNAL AUDIT CHARTER 3 2. PURPOSE OF THE INTERNAL AUDIT DIVISION 3 3. POLICY STATEMENTS 3 3.1 Establishment of the Internal Audit
More informationCorporate governance statement pursuant to 289a HGB
Corporate governance statement pursuant to 289a HGB The corporate governance statement under 289a of the German Commercial Code (Handelsgesetzbuch, "HGB") constitutes a component of the management report.
More informationCorporate governance Recommendations on Good Corporate Governance and the Danish the Danish Bankers Association s supplementary recommendations etc.
Corporate governance Recommendations on Good Corporate Governance and the Danish the Danish Bankers Association s supplementary recommendations etc. Listed Danish banks must provide information in their
More informationFIAT CHRYSLER AUTOMOBILES N.V. AUDIT COMMITTEE CHARTER
FIAT CHRYSLER AUTOMOBILES N.V. AUDIT COMMITTEE CHARTER For so long as shares of Fiat Chrysler Automobiles N.V. (the Company ) are listed on the New York Stock Exchange ( NYSE ), the rules of the NYSE and
More information