In accordance with the Guidelines of the European Banking Authority (EBA) and the decision of the Bank of Slovenia, Gorenjska banka has implemented in its Internal Governance Policy of Gorenjska banka, d.d., Kranj, the provisions on the criteria that must be met by candidates for a management and/or supervisory position at the Bank and the key function holders.
The criteria, as defined by the EBA Guidelines, the decision of the Bank of Slovenia and the Internal Governance Policy of Gorenjska banka, d.d., Kranj, on Assessing the Suitability of the Members of the Management Body and Holders of Key Functions, are:
- reputation,
- practical and theoretical experience,
- conflicts of interest and independence,
- time available for performing the function, and
- collective suitability,
which must be fulfilled by the candidates for the abovementioned positions. Gorenjska banka pays special attention to the professional standards – the expected knowledge, skills and experience of each management body member are well defined in the Internal Governance Policy of Gorenjska banka d.d., Kranj (Article 14), namely:
“Members of the management body must have professional (theoretical) knowledge, skills and (practical) experience, including personal integrity, to independently exercise their judgement in making decisions in the best interest of the Bank. Members must be competent to exercise a comprehensive and objective judgement on the Bank’s matters at all times. In so doing, members of the management body must take into account all the available information and other relevant factors that could have an impact on the decisions.
Members of the management body must possess theoretical professional knowledge, skills and practical experience in the following areas:
- a university education in banking and financial services or other relevant subjects (e.g. economics, law, administration and financial regulations, mathematics, statistics);
- at least 5 years of recent experience in areas related to banking or financial services, acquired through previous commercial conduct, especially in, but not limited to, the areas of:
- capital markets,
- financial markets,
- banking legislation and regulations,
- strategic planning and the understanding and implementation of the Bank’s business strategy or business plan,
- accounting and auditing,
- risk management strategies,
- assessment of the effectiveness of the Bank’s internal governance arrangements and the establishment of effective internal control mechanisms,
- understanding and interpreting the financial data of the Bank (financial analysis, financial reporting, financial stability) and identifying the main problems on the basis of such information,
- information technology.
Members of the Management Board of the Bank must have at least 5 years of work experience in the areas mentioned in the previous paragraph. Most of this experience must stem from a managerial position (managerial capabilities).
Members of the Supervisory Board must have enough experience for the purpose of ensuring constructive and critical reviews of the Management Board’s decision and efficient supervision over the Management Board, of effectively exercising their role in accepting policies and decisions, the responsibility of which falls on the Supervisory Board, especially regarding the supervision of implementing strategic goals of the Bank, of determining, accepting and regularly inspecting the strategy of assuming and managing risks, as well as effectively participating in committees of the Supervisory Board.
The fulfilment of all the criteria and professional standards of the management body is assessed in line with the Internal Governance Policy of Gorenjska banka d.d., Kranj.
Considering that the members of the supervisory body are proposed and appointed by shareholders, the Bank must ensure that the shareholders are informed about the matters regarding the function and suitable profile of candidates in due time, i.e. prior to their appointment. Prior to the initiation of the procedure for recording candidates, the Bank must submit information on the criteria that each candidate must meet for the assumption of the supervisory function to its shareholders. It has the same commitment to the Supervisory Board.
The assessment of suitability must be carried out before the body member is appointed to a particular position; the nominator must properly present the candidates and the Bank’s assessment of their suitability to the Bank’s General Meeting before any decision is taken on the election of the Supervisory Board member or members.
The Bank also pursues the principle of balanced gender representation in the sense that as a rule, the management body has at least 20% of each gender. The Bank will strive for a composition of the management body that reflects the diversity of professional theoretical knowledge and experience in various areas, with which the following is ensured:
- the expected (necessary) membership qualification structure based on the size, complexity and risk profile of the Bank, and
- the basis (background) for promoting a diversity of viewpoints (opinions) based on the discussed matters (issues).
At least half of the supervisory body is composed of independent members. These are members who have no conflicts of interest and who act independently and objectively in the interest of the Bank when making decisions, and who have no tighter economic ties with the Bank, the Management Board or major shareholders.
The members of the Supervisory Board carry out, as a rule once per year, a self-assessment of the performance of their work and a self-assessment of collective suitability from the viewpoint of composition diversity and accept a series of measures to improve the performance of their work.
The composition of the management body (including a sufficient number of independent directors) must ensure that justified, objective and independent decisions are made in the interest of the Bank.
