Corporate governance
Corporate governance
The Bank’s management bodies are the Supervisory Board, which performs the function of supervising the Bank’s operations, and the Management Board, which performs the executive function and is responsible for the day-to-day management of the Bank and its representation.
Management Board
The responsibility of the Management Board members is determined by the Law on Credit Institutions, the Law on Companies and the Bank’s Statute.
The Management Board members are obliged to ensure that:
The Management Board shall conduct business and decide on the following:
The Management Board members are obliged to ensure that:
- Bank operates in accordance with the Law on Credit Institutions, other regulations governing the Bank’s operations and the rules of the profession,
- Bank implements supervisory measures imposed by Central Bank of Montenegro,
- Bank ensures operations in accordance with the rules of risk management, and in particular to establish precisely defined, clear and consistent internal relations concerning responsibility, which further ensure a clear demarcation of authority and responsibility and prevent the emergence of conflicts of interest. Bank’s Management Board shall regularly review strategic goals, strategies and risk management policies, including risk management arising from the macroeconomic environment in which the Bank operates, as well as the state of the Bank’s business cycle,
- all measures imposed by Central Bank of Montenegro are implemented.
The Management Board shall conduct business and decide on the following:
- determine the objectives and general strategies of the Bank;
- adopt Bank’s Business policy;
- regularly review the strategic goals, strategies and risk management policies, including risk management arising from the macroeconomic environment in which the Bank operates, as well as the state of the Bank’s business cycle;
- establish the basis for the functioning of the internal control system adequate to the size of the Bank, the complexity of the operations and the level of assumed risk;
- adopt the Remuneration Policy;
- ensure the integrity of the accounting system and the financial reporting system as well as financial and operational control;
- ensure the supervision of the senior management and establish precisely defined, clear and consistent internal relations regarding responsibility, which further ensures a clear demarcation of authority and responsibility and prevents the emergence of conflicts of interest;
- determine the internal organization of the Bank, with the consent of the Supervisory Board;
- pass general acts of the Bank, except for acts passed by other bodies of the Bank;
- appoint and dismiss the Bank’s senior management and other persons in accordance with this law and the Bank’s statute and determine their salary;
- grant power of attorney to one or more persons as an individual or joint authorization and determine their remuneration;
- adopt ethical standards of behavior of the Bank’s employees;
- approve the introduction of new products and services into the Bank’s operations;
- submit quarterly reports on the Bank’s current operations to the Supervisory Board;
- calculate the amount, i.e. the amount of dividends, determine the day, procedure and method of their payment, in accordance with the decisions of the Bank’s Assembly;
- execute the decisions of the Assembly and the decisions of the Supervisory Board;
- propose the Agenda for the Assembly sessions to the Supervisory Board;
- perform other tasks determined by the Law on Credit Institutions and other laws, regulations adopted on the basis of this law and the Bank’s Statute.
Supervisory Board
Supervisory Board shall:
- give consent to the Management Board to:
- the goals and general strategy of the Bank,
- Bank’s business policy,
- Bank’s financial plan,
- strategies and procedures for assessing the adequacy of the credit institution’s internal capital,
- policies and procedures for the selection and assessment of the fulfillment of requirements for members of the Management Board and other persons responsible for conducting business within certain business areas of the credit institution,
- Remuneration Policy in credit institution,
- Act on internal audit and Annual work plan of Internal Audit
- supervise:
- the implementation procedure and the efficiency and effectiveness of the management system of the credit institution,
- implementation of the credit institution’s business policy, strategic goals and risk-taking strategy and policy,
- implementation of the Remuneration policy in the credit institution,
- disclosure and communication process,
- adequacy of procedures and efficiency of internal audit,
- propose an external auditor;
- adopt the annual internal audit plan and internal audit reports;
- adopt and periodically check the general principles of the Remuneration Policy in the credit institution;
- convene the meetings of the Shareholders’ Assembly, determine the proposed agenda and proposed decisions for the Shareholders’ Assembly and control their implementation;
- appoint and dismiss the president of the Supervisory Board;
- appoint and dismiss the members of the Management Board, including the president;
- appoint and dismiss the members of the Risk and Audit Committee and other committees established for the purpose of providing professional assistance in supervising the operations of the credit institution;
- review the annual report on the work of the Risk and Audit Committee;
- regularly, and at least once a year, evaluate and if necessary propose to the Management Board changes in the structure, size, composition and operation of that body;
- regularly, and at least once a year, assess the knowledge, abilities and experience of individual members of the Management Board as well as that body as a whole, and inform the body and the persons to whom the assessment relates;
- regularly review the policies for the selection and appointment of senior management and, if necessary, make recommendations to the Management Board for the improvement of those policies;
- consider and take positions on the findings from the report of the Central Bank and the reports of other supervisory bodies on the performed control, within 30 days from the day of submission of the control report;
- perform tasks within the competence of the Nomination Committee and the Remuneration Committee in accordance with the Law on credit Institutions and the regulations of the Central Bank of Montenegro;
- perform other jobs determined by the Law on Credit Institutions and the Bank’s Statute.
Supervisory Board shall form the following permanent working bodies:
Nomination Committee,
Risk Committee,
Remuneration Committee,
Audit Committee
From the members of the Supervisory Board at the Supervisory Board session held on June 28, 2023 the following members of the Nomination Committee were appointed:
Aleksandar Obradović
Fraser Marcus
Szilard Rehoregh
Nomination Committee:
- determine and propose candidates for the election of members of the Bank’s Supervisory and Management Board, evaluate the balance between knowledge, skills, diversity in the composition and experience of the management bodies, prepare a description of the authorizations and required qualifications for a certain function and evaluate expected time required to perform that function;
- determine the target representation of the gender that is not sufficiently represented in the Supervisory or Management Board and prepare a policy on how to increase the number of the less represented gender in those bodies, in order to achieve the target representation;
- regularly, and at least once a year, evaluate and, if necessary, propose to the Bank’s Supervisory and Management Board changes in the structure, size, composition and operation of those bodies;
- regularly, and at least once a year, assess the knowledge, abilities and experience of individual members of the Supervisory and Management Board, as well as those bodies as a whole, and inform the authorities and persons to whom the assessment relates;
- regularly review the policies for the selection and appointment of senior management and, if necessary, make recommendations to the Management Board for the improvement of those policies;
- continuously, to the extent possible, take care to avoid the existence of dominant influence of individuals or a small group of individuals in the decision-making of the Management Board and Supervisory Board, in order to protect the interests of the Bank as a whole;
- perform other tasks determined by regulations adopted in accordance with the Law on Credit Institutions and other positive legal regulations.
Remuneration Policy
Adriatic Bank’s Remuneration Policy encourages adequate and efficient risk management and does not encourage risk taking that exceeds the level of acceptable risk for the Bank, takes into account the Bank’s financial condition and is in line with the Bank’s general strategy, goals, values, long-term interests and measures to prevent conflicts of interest.
The Remuneration Policy is adopted by the Bank’s Management Board with the prior approval of the Supervisory Board and ensures compliance with the Law on Credit Institutions and the Decision on Remuneration in Credit Institutions.
The Remuneration Policy defines qualitative and quantitative criteria for identifying employees who have a significant impact on the Bank’s risk profile.
The total remuneration paid by the Bank to employees may consist of:
only from fixed income
combinations of fixed and variable income
Fixed income primarily reflects appropriate professional experience and responsibilities arising from the job description of an individual employee and does not depend solely on performance.
Variable income are all incomes, monetary and non-monetary, that are paid depending on performance. Success implies exceeding the expected standard, it must be sustainable and adapted to risks. The criteria for the determination and payment of variable income at the level of the Bank, organizational units and employees are related to the degree of achievement of predetermined goals in the evaluation period. Variable income is linked to sustainability and must not encourage excessive risk-taking. Goals and variable remuneration are linked to strategic indicators, risk appetite, values and long-term interests of the Bank.
From the members of the Supervisory Board at the Supervisory Board session held on June 28, 2023 the following members of the Remuneration Committee were appointed:
Đorđe Lukić
Aleksandar Obradović
Wolfgang Mitterberger
Remuneration Committee shall:
- prepare Supervisory Board decisions regarding employee incomes, including decisions that have impact on the credit institution’s risk exposure and risk management;
- provide support and advice to the Supervisory Board regarding remuneration policies, practices and processes relating to remuneration;
- verify whether the existing income policy is adequate and, if necessary, make proposals for changing those policies with a proposal for a plan to eliminate identified deficiencies;
- propose external income experts that the Supervisory Board intend to hire for advice or support;
- provide shareholders with information on the policies and practices of income, and in particular on the proposed higher maximum ratio of variable and fixed part of total income;
- evaluate the mechanisms and systems adopted to ensure that the Remuneration Policy properly takes into account the risk profile and capital structure, that the overall Remuneration policy is aligned with the general strategy, goals, corporate culture and long-term interests of the credit institution and that it promotes sound and efficient risk management;
- evaluate the achievement of the goals of the Remuneration policy and the need for subsequent adjustments, including the application of malus and income refund;
- analyze possible scenarios in order to determine the impact of external and internal events on policies and remuneration practices;
- test the criteria for the allocation of variable incomes before their determination and allocation;
- supervise and monitor the incomes of persons who manage control functions;
- perform other jobs determined by regulations adopted in accordance with the Law on Credit Institutions and other positive legal regulations.