The Bank's governance structure establishes proper incentives for the Supervisory and Management Boards to pursue objectives that are in the interest of the Bank, and effectively manage the relationship between the Management Board, the Supervisory Board, shareholders and other stakeholders.

TBC Bank's corporate governing bodies are the General Meeting of Shareholders, the Supervisory Board and the Management Board. A number of appropriate committees have been established at both the Supervisory and Management Board levels.

The General Meeting of Shareholders is the supreme governing body of the Bank, with authority over all key decisions. It elects the Bank's Supervisory Board, which is responsible for the supervision and appointment of members to the Management Board.

The Management Board is responsible for TBC's day-to-day management, with the exception of functions reserved to the General Meeting of Shareholders and the Supervisory Board. The Supervisory Board appoints the members of the Management Board for renewable terms of four years and is also in charge of their dismissal. Banking regulations contain certain limitations as to who may become a member of the Management Board and criteria that each Director must fulfil. The scope of authority of each member of the Management Board is defined by a contract entered into with the Director upon appointment.

The Supervisory Board plays a key role in the Corporate Governance of the Bank. It has ultimate responsibility for the Bank's business, risk strategy and financial soundness, as well as how the Bank organises and governs itself. The Supervisory Board appoints and supervises Management to ensure both the achievement of the Bank's strategic objectives and Management's ongoing response to the risks inherent in the business activities. The Supervisory Board is also responsible for the appointment, evaluation and compensation of the Management Board members.

 

In addition, the Supervisory Board is responsible for the following specific areas: 

  •  approving purchases or disposals by TBC Bank that exceed 3% of the Bank's equity;
  •  approving the issuance of procura (general power of attorney) by the management of TBC Bank;
  •  approving the establishment and liquidation of TBC Bank's branches;
  •  authorising any borrowing by TBC Bank if such borrowing exceeds 20% of the Bank's equity;
  •  electing, changing or removing the external auditor;
  •  approving the listing of TBC Bank's shares on a stock exchange;
  •  approving investments by TBC Bank, which exceed an aggregate total amount of USD 1 million;
  •   approving any sale, lease, exchange, transfer, pledge, contribution or other disposition of the assets of TBC Bank and certain of its subsidiaries exceeding 5% of the book value of TBC Bank;
  • approving disposals of TBC Bank's assets, which exceed 5% of the Bank's equity;
  • approving TBC Bank's financial indicators for the following year, including its business plan or annual budget; and
  • approving the entering into related party transactions above USD 100,000. 

 

The Supervisory Board consists of seven members elected by the General Meeting of Shareholders for a term of four years each. The Chairman and the Deputy Chairman of the Supervisory Board are elected by a simple majority of votes. The Chairman of the Supervisory Board may not simultaneously hold the position of Chief Executive Officer of TBC Bank. The following table provides details on the Supervisory Board members and their respective appointment year. The composition of the Board has not changed during the financial year 2015.

 

 

Supervisory Board Charter

DOWNLOAD