Committees of the Supervisory Board
The Supervisory Board appoints the committees of the Supervisory Board. A committee is an advisory body of the Supervisory Board of NLB d.d. which treats materials and proposal for resolutions of the Management Board of NLB d.d. in individual areas and materials of the control functions intended for the meetings of the Supervisory Board and concerning the areas for which it is responsible.
A committee is composed of at least three members of the Supervisory Board. In accordance with the Rules of Procedure of the Supervisory Board of NLB d.d., the Supervisory Board of NLB d.d. has five committees, namely:
The Audit Committee monitors and prepares draft resolutions for the Supervisory Board on accounting reporting, internal control and risk management, internal audit, compliance and external audit, and supervises the implementation of the regulatory measures.
The Risk Committee monitors and drafts resolutions for the Supervisory Board in all areas of risk relevant to the NLB’s operations. In consults on general current and future risk appetite and the risk management strategy, and helps conduct control over senior management as regards the implementation of risk management strategy.
The Nomination Committee drafts proposed resolutions for the Supervisory Board concerning the appointment and dismissal of the Management Board members, recommends candidates for Supervisory Board members to the General Meeting of the NLB, recommends to the Supervisory Board the dismissal of the members of the Management Board and the Supervisory Board, prepares the content of executive employment contracts for the President and members of the Management Board, evaluates the performance of the Management Board and the Supervisory Board, and assesses the knowledge, skills and experience of individual members of the Management Board and Supervisory Board and the bodies as whole. The Committee proposes amendments to the Management Board's policy on the selection and appointment of suitable candidates for the senior management of the NLB.
The Remuneration Committee carries out expert and independent assessments of the remuneration policies and practices and on this basis gives initiatives for the measures related to the improvement in the management of the NLB's risks, capital and liquidity, it prepares proposals for the decisions of the Supervisory Board in relation to remuneration, and supervises the remuneration of the senior management performing the risk management and the compliance functions.
The Operations and IT Committee monitors and prepares draft resolutions for the Supervisory Board with the following principal tasks: monitoring the implementation of the IT Strategy, Information Security Strategy and Operational Strategy, monitoring the key operations and the key performance indicators of IT and the service quality indicators, monitoring key operations and IT projects and initiatives, monitoring of key risks in the area of operations, IT and security, monitoring recommendations for ensuring and increasing the level of information/cyber security issued by the Chief Information Security Officer (CISO), discussing the report on potential violations, events and incidents in the area of information security and monitoring the implementation of the target operational model in the IT area, the security operating system, the competence centre and the operations.
Their areas of activity and scope of authorities, composition, functioning and other issues are regulated by the rules of procedure of individual committees adopted by the Supervisory Board. Specific activities of the committees are shown in greater detail in the Corporate Governance Statement of NLB d.d. (published on these websites) and in the Statement of the Chairman of the Supervisory Board (published in the NLB Group Annual Report).