The number, powers and responsibilities of the members of the Board of Directors are regulated under the Act Regulating Measures of the Republic of Slovenia to Strengthen the Stability of Banks (ZUKSB). In accordance with the highest international standards, BAMC is governed by a seven-member Board of Directors. It consists of three executive directors, full-time employees of BAMC, and four non-executive directors.
BAMC Board of Directors
Tomaž Besek, chairman ob the Board of Directors, began his position as non-executive director at the BAMC on 8 December 2018. He holds a bachelor's degree in electrical and computer engineering. He has more than 20 years of managerial experience at commercial organizations, where he developed in-depth knowledge and experience in the areas of strategic and operational management, finance and the formulation of business solutions. Mr Besek began his career as a lecturer at the Jožef Stefan Institute, and continued at the company Gambit Trade as department head, advisor and project manager. He also served as the company's deputy director for four years. He then served as assistant executive director at the company SRC.SI, where he was head of the commercial sector and primarily focused on the formulation of that sector's development strategy. In 2007, Mr Besek established a company for comprehensive information management, 360ECM, d. o. o., where he serves as director. His primary responsibilities are for the company's financial and legal operations, and consultancy services for large customers. Mr Besek is completing his master's studies at the Faculty of Economics in Ljubljana. In addition to his supervisory function at an educational institution, he serves as the chairman of the supervisory board of the company Velika Planina.
Mitja Križaj, who holds a bachelor’s degree in economics, non-executive director of BAMC since 28 January 2017, has over 20 years of managerial experience in banking and finance, real estate and asset management operations, as well as corporate management of companies dealing with non-strategic and non-performing assets of banks and other financial organizations. He is currently employed in the consulting and investment company Fundament, which provides business and financial consultancy, with a focus on operational and financial restructuring, with emphasis on the real estate operations, divestment of non-critical assets, project development and management activities, and consultancy in asset management activities. Prior to his current position, he served as a director of Hypo Leasing, later Heta Asset Resolution, who was directly responsible for restructuring and managing nonperforming and nonstrategic assets of Hypo Alpe Adria in Slovenia. He was also the chairman of the management board of Triglav Nepremičnine, a member of Zavarovalnica Triglav, and in his early years he was professionally involved in Bank Austria Creditanstalt and Hypo Alpe Adria. He is currently a member of the supervisory board and chairman of the audit committee of Slovenian Railways.
Marko Tišma holds a bachelor’s degree in Economics and was appointed to the post of non-executive director on 14 December 2018. In his professional career of over 25 years, he has accumulated knowledge and experience in management and finance, mostly in top or middle management positions in different companies, either as chairman of the management board, managing director or department manager in various fields, where he managed the work process and teams, which sometimes consisted of over 200 employees. He began his career path in the Rogaška health resort, where he soon joined the executive staff. He headed the business consultancy in the company Hosting and worked in the area of equity management at KBM INFOND. He served as director of marketing and corporate communications at NKBM, and as the executive director of the company ČZP Večer. He is also the founder of the business and finance consultancy firm ECOFIN. As former liquidation and bankruptcy trustee and current member of the supervisory boards of Terme Olimje and SID Banka, where he serves as vice chairman, he is very knowledgeable about all the corporate functions in various companies.
Matej Pirc took on the role of acting CEO of BAMC on 28 January 2019, after having served as CFO for one-and-a-half years. He holds a bachelor’s degree in economics and has over 10 years of experience in management positions, both in privately-owned and state-owned companies. He developed his qualifications in Finance & Accounting, Controlling, Investment, R&D, IT, HR, Legal, Liquidity and Financial Risk Management. He graduated from the University of Ljubljana, Faculty of Economics. He spent a number of years working in executive positions in Mercator Group, both in the principal company and its subsidiaries in Slovenia and abroad. He was a management board of Slovenska odškodninska družba and later the Slovenian Sovereign Holding. In April 2014, he became the chairman of the management board of SDH, where he was responsible for corporate restructuring, asset management, and finance. Prior to his employment at BAMC, he served as one of the directors at the international consulting firm A.T. Kearney, where he was responsible for corporate governance projects, for infrastructural projects and for M&A projects.
Articles of Association
| Nina Tušar Markež, Chief Financial Officer|| |
|Igo Gruden, Director of Credit Management and Workout|||
Mag. Andrej Lazar, Director of Real-estate Management|||
Jana Miličevič, Director of Equity Management|
Saša Vergan Klabjan, Head of Restructuring of Small and Medium-Sized Enterprises|||
Mag. Karmen Lah, Head of Recovery and Workout|| |
Mag. Darka Ledinek, Head of Credit and Equity Management Support|| |
Jure Gjud, Head of Business Analysis|| |
Mag. Irena Novak, Head of Internal Audit || |
Sandra Jordan, Head of Administation Mag.|| |
Tjaša Brilej Molan, Head of Compliance|||
|Sebastian Cafuta, Head of Legal|||
Mag. Matej Černigoj, Head of HR|| |
Žiga Pfeifer, Head of Real Estate Portfolio - Residential Real Estate|||
|Boštjan Štefelin, Head of Real Estate Portfolio - Business Real Estate||
Nikolaj Omersa, Head of Real Estate Support || |
Uroš Zabukovšek, Head of IT, Organization and Business Processes|
Dr. Jernej Koren, Head of Controlling and Risk|
Sabina Novak, Legal Counsel to the Board of Directors|
Decisions relating to loans and other assets are made within a committee structure with mandates and competences clearly defined. Specifically, there are three credit committees and two investment committees, the former at the operational, executive and Board levels and the latter at executive and Board levels.
In 2013 the Board of Directors established and appointed members of an Audit Committee a Remuneration Committee and, in May 2014, an Accreditation Committee in accordance with the provisions of the law governing companies. All Board members are members of the board-level Credit and Investment Committees.
The scope of work of the Committee is defined by its Rules of Procedure. The Committee shall act independently from executive management with the aim to ensure that the interests of the shareholders are properly protected in relation to financial reporting and internal control. Thus, the Committee assists the Board in fulfilling its supervisory responsibilities by monitoring the financial reporting process, the effectiveness of the internal control and risk management systems as well as the effectiveness of the Internal Audit function. The Committee shall ensure that important topics regarding financial reporting as well as financial and operational risks are analysed in more debt and detail than what normally is possible in Board meetings. The Committee is accountable for keeping itself informed about the statutory audit of the annual accounts and monitoring the impartiality and independence of the statutory auditors. In addition, the Committee is accountable for guiding and evaluating the work of the Internal Audit function. The Committee is not responsible for reporting, conducting audits or determining that the financial statements are complete, accurate and in accordance with generally accepted accounting principles. These are the responsibilities of the executive management and the independent auditors. The Committee monitors the effectiveness of internal control and risk management system in their entirety and beyond the financial reporting process.
The Remuneration Committee is an internal BAMC body established in April 2013 and its function is part of the corporate governance structure of the BAMC itself. The scope of the Remuneration Committee's responsibilities is to set up an appropriate remuneration policy for the BAMC staff in the first phase and to help prepare the framework for tracking employee performance. In general, the Remuneration Committee is responsible for preparing the decisions related to remuneration.
The Committee has at least three members:
two non-executive directors of BAMC, and
external member(s), expert(s) in management performance evaluation and remuneration outside of the BAMC.
The Accreditation Committee is an internal BAMC body which selects possible candidates for supervisory board membership in other companies. It is therefore not a committee as certain similar bodies envisaged by the Companies Act (e.g., the Audit Committee) whose function would be part of corporate governance of the BAMC itself. The Accreditation Committee selects suitable internal or external candidates, based on the internal criteria and conditions as well as the needs of the company's supervisory board, given the challenges the company is faced with.
The Committee has at least the following members:
one executive director of the BAMC who is also the Head of Asset Management,
a non-executive director of the BAMC,
an external member, an expert on corporate governance outside of the BAMC.
In case one or more members are absent, the auxiliary members are the CEO of the BAMC and the non-executive directors.
The internal auditing by definition is an independent, objective assurance and consulting activity designed to add value and improve an organization's operations. It helps an organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes.
Following this definition, the objective of BAMC's internal audit function is to represent a value adding activity to the company and helping the company achieve its goals.
An internal audit function was established in last quarter of 2014, when an internal auditor was hired. Actual internal auditing work started in first days of 2015. It is following the Internal audit plan for 2015, which was reviewed by Audit Committee and adopted by the Board of Directors.
The work of internal auditing function adheres to the mandatory guidance of The Institute of Internal Auditors and Slovenski inštitut za revizijo. The internal auditing function is reporting directly to the Board of Directors, which approves its audit charter, audit plan as well as budget and resource plan.
The key focus of internal audit function is to contribute to the effectiveness and efficiency of the internal control system of the BAMC through auditing and advisory assignments. Besides following the accepted plan, the internal audit function is involved in day-to-day operations of the BAMC through open discussions with employees who are seeking advice, wish to discuss the internal control and risk management issues or trying to test their ideas with someone who can respond to informed questions and suggest workable solutions.
The BAMC's financial statements for 2014 were audited by KPMG Slovenija, d.o.o., Ljubljana. As part of its audit of the financial statements, the external auditor reports its findings to the Board of Directors and the Audit Committee.
The BAMC is organised to be effective in its mission, and in the achievement of the strategic objectives defined by the ZUKSB, the Government as its owner and the Board of Directors. The functional organisational structure, as illustrated in the picture below, is supplemented by the process organisational structure.
ORGANISATIONAL STRUCTURE OF THE BAMC
Besides ZUKSB, the regulation that defines the operations and organisational structure of BAMC consists of:
- the Decree on the implementation of measures to strengthen the stability of banks (hereinafter: the Decree)
- the Guidelines on the operations of the Bank Assets Management Company, which govern the operations of BAMC in detail,
- the Articles of Association of the Bank Assets Management Company, and
- the BAMC's Remuneration Policy, which was adopted by the Government in March 2013, and amended in July 2013 and in March 2015.
BAMC fully complied with the provisions of the specific regulations governing its activity.
Operations in individual areas are also defined by policies adopted or refined by the Board of Directors. In 2015 and by the end of March 2016, 17 new policy documents and seven amendments to policies were approved by the Board. The most important among them were:
- Process and decision-making powers of the committees,
- Corporate governance policy of BAMC,
- Rules of procedure on the work of executive directors,
- Risk management policy, and
- Rules on valuation process and internal controls.