In line with international standards of best practice, Basel requirements, and the Bank's future development plans, TBC Bank has established several committees; the Risks, Ethics and Compliance Committee, Remuneration Committee, Corporate Governance and Nomination Committee and Audit Committee.

 

These Committees assist the Supervisory Board and the Bank in improving the structures and processes in place for managing the Bank, the relationship between the Management, the Supervisory Board, shareholders, and other stakeholders.


Membership

  Chairperson     Member

 

Outside Directors Audit Committee Remuneration Committee Corporate Governance and Nomination Committee Risks, Ethics and Compliance Committee
Badri Japaridze

 

 

 

Eric J. Rajendra
Stephan Wilcke  
Nicholas Dominic Haag  
Nikoloz Enukidze
Stefano Marsaglia  

Audit Committee

According to Georgian Banking Law, Georgian banks are required to have an audit committee which facilitates the activities of the internal audit and external auditors. The committee was established in accordance with the law and was further strengthened in line with the Principles for Enhancing Corporate Governance issued by Basel Committee on Banking Supervision and in line with international standards of best practice. The members of the Audit Committee are appointed by the Supervisory Board.

The Audit Committee, which holds delegated authority from the Supervisory Board and powers explicitly attributed to it by Law, has multiple areas of responsibility and focus. Its first priority is to ensure the integrity (accuracy and full disclosure) of the Bank's financial reporting, looking hardest at areas of reporting risk, supervising the proper interpretation of accounting rules. Second, the Committee oversees the Bank's systems of internal control in relation to financial reporting, fraud and compliance with prevailing laws and regulations, also evaluating management's competence in this task. The Committee relies heavily on Internal Audit to provide an objective and professionally sceptical view of how the Bank is handling a number of key reporting and record-keeping tasks. The Committee also makes recommendations on the appointment and remuneration of external auditors and seeks to maximise the value of the external audit relationship.

The Audit Committee is composed of four Supervisory Board members. The committee is chaired by Nicholas Dominic Haag.

The following describes the current committee composition:

Name Position Year of Appointment
Nicholas Dominic Haag Member of the Supervisory Board 2013
Eric J. Rajendra Member of the Supervisory Board 2012
Nikoloz Enukidze Independent Member 2014
Stefano Marsaglia Independent Member 2014
 

The Audit Committee Charter

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Risk, Ethics and Compliance Committee

The Risk, Ethics and Compliance Committee (RECC) is responsible for reviewing, assessing and recommending any actions to be taken by the Supervisory Board regarding TBC Bank's risk management strategy, risk appetite and tolerance, risk management system and risk policies. In addition, the RECC reviews and approves exposures to 20 largest borrower groups of and borrowers with aggregate liability to TBC Bank exceeding 5% of TBC Bank's Basel capital. Other main responsibilities of the committee are to supervise TBC Bank's commitment to the highest standards of ethical behaviour and to oversee TBC Bank's compliance function.

RECC consists of four members of the Supervisory Board and members meet in person on a quarterly basis. If required, the Committee holds additional meetings via electronic communications, including meetings held in accordance with RECC's loan approval responsibility. The Committee is chaired by Nikoloz Enukidze, an Independent Member of the Board.
 
The following describes the current committee composition:

Name Position Year of Appointment
Nikoloz Enukidze Member of the Supervisory Board 2013
Irina Schmidt Member of the Supervisory Board 2012
Badri Japaridze Deputy Chairman of the Supervisory Board 2012
Nicholas Dominc Haag Member of the Supervisory Board 2013

The Risks, Ethics and Compliance Committee Charter 

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Remuneration Committee

 The Remuneration Committee advises the Supervisory Board on the compensation system for the Supervisory and Management Boards, including reviewing the achievements of and determining compensation for the Supervisory Board and Management Board, the heads of TBC Bank's business segments as well as for certain employees of the Bank. The Remuneration Committee is also responsible for approving members of the long-term management incentive programme and supporting its development, setting the compensation policy relative to the dismissal of key members of the management, and approving annual reports of remuneration policy and practice.
 
The Remuneration Committee consists of three members of the Supervisory Board. Members meet on a quarterly basis and schedule additional meetings when appropriate. The Committee is chaired by Irina Schmidt. 
 
The following describes the current committee composition:

Name Position Year of Appointment
Irina Schmidt Member of the Supervisory Board 2012
Eric J. Rajendra Member of the Supervisory Board 2012
Nicholas Dominic Haag Member of the Supervisory Board 2013
Nikoloz Enukidze Independent Member 2013

The Remuneration Committee Charter 

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Corporate Governance and Nomination Committee

The Committee is responsible for developing corporate governance principles and guidelines applicable to TBC Bank, assessing the alignment of the Bank's governance practice with international standards of best practice, selecting and screening individuals qualified to become candidates for Supervisory Board and Management Board membership, considering and making recommendations to the Supervisory Board on the composition of the Supervisory Board and the Management Board, as well as on the composition and structure of the Supervisory Board Committees. 
 
The Corporate Governance and Nomination Committee consists of four members of the Supervisory Board. Members meet on a quarterly basis and schedule additional meetings when appropriate. The committee is chaired by Eric J. Rajendra. 
 
The following describes the current committee composition: 

Name Position Year of Appointment
Eric J. Rajendra Member of the Supervisory Board 2012
Badri Japaridze Deputy Chairman of the Supervisory Board 2012
Irina Schmidt Member of the Supervisory Board 2012
Nikoloz Enukidze Member of the Supervisory Board 2013

The Corporate Governance and Nomination Committee Charter 

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