Currently, the Supervisory Board of the JSC TBC Bank (the "Bank") has established six committees: Audit Committee, Risk Committee, Human Resources and Remuneration Committee, Corporate Governance and Nomination Committee, Technology and Data Committee, and ESG and Ethics Committee.

The committees make recommendations in the key areas, ensuring appropriate systems and controls are in place to manage risks, strategies are developed, and  relevant legislation and regulations are complied with.


Membership

  Chairperson     Member

 

Supervisory Board members Audit Committee Risk Committee Human Resources and Remuneration Committee CGN Committee Technology and Data (T&D) Committee ESG and Ethics Committee
Arne Berggren (Chairman)        
Tsira Kemularia (SID)      
Eran Klein      
Per Anders Fasth      
Thymios P. Kyriakopoulos      
Rajeev Sawhney      
Nino Suknidze        
Janet Heckman      

Audit Committee

The Audit Committee provides support to the Supervisory Board in the process of oversight and carrying out scrutiny responsibilities, especially in terms of internal control, accounting and financial statements, external financial reporting, compliance with regulatory and legal requirements, internal audit, external audit and non-audit services.

In addition, the Committee reviews procedures for detecting, monitoring and managing the risk of fraud, ensuring that internal controls and systems for assessing and mitigating financial, as well as non-financial risks are in place.

 

The Audit Committee is composed of four members. The committee is chaired by Per Anders Fasth.

The following table describes the current committee composition:

Name Position Year of Appointment
Per Anders Fasth Chairman 2021
Tsira Kemularia Member 2018
Thymios P. Kyriakopoulos Member 2021
Nino Suknidze Member 2022

 

Audit Committee Terms of Reference

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Risk Committee

The Risk Committee provides support to the Supervisory Board in oversight of the Bank's enterprise-wide risk management framework and the risk appetite. The Committee is also responsible for monitoring the alignment of the risk framework to the Bank's growth strategy, supporting a culture of risk taking within sound risk governance.

The Risk Committee supports the Supervisory Board in its oversight of the processes and systems that identify, assess, manage and monitor risks (both financial and non-financial). In addition, the Committee assists in the preparation of the going concern, risk management and viability statements to be included in the annual report.

The Risk Committee is composed of four members. The committee is chaired by Thymios Kyriakopoulos.

 

The following table describes the current committee composition:

Name Position Year of Appointment
Thymios P. Kyriakopoulos Chairman 2021
Eran Klein Member 2022
Per Anders Fasth Member 2021
Janet Heckman Member 2023

 

Risk Committee Terms of Reference

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Human Resources and Remuneration Committee

The role of the Human Resources and Remuneration Committee is to support the Supervisory Board to fulfil its responsibilities, and ensure that the human resources related strategies, policies and practices established support overall strategic objectives of the Bank.

In addition, the Committee ensures that the remuneration policy and practices of the Bank are in line with statutory and regulatory requirements, designed to support and promote the long-term success of the Bank and to reward colleagues fairly and responsibly with a clear link to corporate and individual performance.

The Human Resources and Remuneration Committee consists of four members. The Committee is chaired by Janet Heckman.

The following table describes the current committee composition:

Name Position Year of Appointment
Janet Heckman Chairperson 2023
Arne Berggren Member 2021
Tsira Kemularia Member 2018
Per Anders Fasth Member 2021

 

Human Resources and Remuneration Committee Terms of Reference

Download

Corporate Governance and Nomination Committee

The role of the Corporate Governance and Nomination Committee is to support the Supervisory Board in its decisions related to the composition of and succession plans for the Supervisory Board, its committees, the senior independent Supervisory Board member, as well as the Corporate Secretary, the appointment of and succession plans for the executive management board of the Bank.

In addition, the Committee also works on the structure, corporate governance and regulatory control environment of the Bank, the talent management process, considers candidates for Supervisory Board membership. The Committee regularly reviews and recommends any necessary changes to the Supervisory Board regarding the structure, size and composition of the Supervisory Board and its committees in line with the regulatory requirements, best practices, principles of diversity, independence, future challenges and Bank's strategy.

The Corporate Governance and Nomination Committee consists of three members. The Committee is chaired by Arne Berggren.

The following table describes the current committee composition:

Name Position Year of Appointment
Arne Berggren Chairman 2021
Tsira Kemularia Member 2018
Nino Suknidze Member 2022
Rajeev Sawhney Member 2022

 

CGN Committee Terms of Reference

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Technology and Data Committee

The Technology and Data Committee is focused on key strategic matters in relation to technology, digital systems and platforms, data, analytics, automation, and cyber security. The role of the Committee is to bring awareness to the Supervisory Board and support the Supervisory Board in its oversight of the technology and data strategy of the Bank approved by the Supervisory Board, oversee the Management work on the Bank in executing the IT strategy to meet business and regulatory requirements.

 

The Committee reviews the opportunities and risks of Technology & Data systems including leveraging opportunities for competitive advantage and assessing risks and resilience in the context of changing business models, disruptive technologies, regulatory changes and cyber threats as also working with Risk and Audit committees where overlaps exist.

 

The Technology and Data Committee consists of three members. The Committee is chaired by Rajeev Sawhney.

 

The following table describes the current committee composition:

Name Position Year of Appointment
Rajeev Sawhney Chairman 2022
Thymios P. Kyriakopoulos Member 2021
Eran Klein Member 2021

 

Technology and Data Committee Terms of Reference

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ESG and Ethics Committee

The ESG and Ethics Committee provides support and advise the Supervisory Board in its oversight of the implementation of strategy, policies and programs of the Bank in relation to Environmental, Social and Governance ("ESG") matters and ensuring that the ESG strategy is implemented across all relevant businesses of the Bank.

 

The Committee promotes its collective vision of values, conduct and culture and oversees management's efforts to foster a culture of ethics and appropriate conduct, and employee ethical engagement within the Bank. In carrying out its role, the Committee periodically reviews the Bank's ESG strategy, including climate strategy, as well as implementation plans and monitor its execution, oversees ESG policies and practices, and their implementation by management including those relating to funding, lending, internal programs and social contributions, as well as oversees Bank's disclosures on ESG matters, including reporting in line with the Task Force on Climate-Related Financial Disclosure (TCFD) principles.

 

The ESG and Ethics Committee consists of three members. The Committee is chaired by Eran Klein.

 

The following table describes the current committee composition:

Name Position Year of Appointment
Eran Klein Chairman 2022
Rajeev Sawhney Member 2022
Janet Heckman Member 2023

 

ESG and Ethics Committee Terms of Reference

Download