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.