Corporate Governance and Compliance
Promoting responsibility is at the heart of the changes we made to corporate governance in 2008. The corporate governance structure is aligned with the new business model that was implemented in the summer.
NIBC operates a two-tier board system consisting of a Managing Board and a Supervisory Board to ensure that proper checks and balances exist within the company. The Managing Board is responsible for the day-to-day management of the business and its long-term strategy. The Supervisory Board is responsible for supervising management performance and advising the Managing Board.
NIBC’s governance model is based on close and constructive collaboration between the Supervisory Board and supporting committees, the Managing Board and its committees, the divisional Management Teams and NIBC Holding’s shareholders.
This collaboration is exemplified in NIBC’s coherent and transparent governance framework of charters, with clear guidelines for the assignment of duties and responsibilities, financial reporting, risk management, compliance, corporate governance, corporate social responsibility and remuneration policies. For more information about our framework of charters, please visit www.nibc.com.
The Supervisory Board is supported by four committees consisting of Supervisory Board members:
- The Risk Policy Committee, with a sub-committee for related party transactions;
- The Audit and Compliance Committee;
- The Remuneration and Nominating Committee; and
- The Strategic Committee.
For more information about the meetings of the committees of the Supervisory Board, please refer to the Report of the Supervisory Board.
The Managing Board delegates operational decisions to the divisional Management Teams and a number of functional committees.
Each of the five divisions (Merchant Banking, Specialised Finance, Treasury, Risk Management and Corporate Center) is being headed by one of the Managing Board members. This ensures direct communication between the Managing Board and the Management Teams of the divisions and swift decision-making. In this way, accountability and responsibility are deeply embedded in the organisation and line managers are responsible for making decisions within their sphere.
In 2008, the committee structure was simplified and streamlined, making it clearer where accountability lies and enhancing the bank’s ability to make decisions and take swift action.
In essence, the previous delegation model was replaced by a more centralised structure, where the four Managing Board members are directly accountable for all important decisions and are responsible for strategy and overall governance at the highest level. The Management Committee became redundant as a result and was abolished.
All functional committees meet on a regular basis. They are divided into the following main areas:
Governance and internal control
All governance and internal control matters are dealt with directly by the Managing Board. The Managing Board ensures that the company maintains the highest standard of corporate governance practices and is responsible for monitoring all areas of management performance. Corporate social responsibility, disclosure issues and operational risk matters are also handled by the Managing Board.
Risk
The risk committees are responsible for decision-making in risk management matters. They ensure that assessment and acceptance of credit, market, investment and liquidity risk exposure are made independently of the business originators.
The four risk committees are the Risk Management Committee, the Asset & Liability Committee, the Transaction Committee and the Investment Committee.
Clients
The Engagement and Compliance Committee is responsible for preventing potential commercial conflicts of interest and for compliance issues in evaluating assignments for our clients.
