Corporate Governance
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Corporate Governance May 2021 COMMITTED TO ACCELERATED EXECUTION OF ESTABLISHED STRATEGY Core strategic pillars Proven track record Focus on CSEE market ✓ Established franchise increasing lending to focus areas Focus on growth in unsecured Consumer & SME lending and payments ✓ Operating platform stability tested during recent Covid-19 Ensure efficiency, simplicity and operational excellence, pandemic leveraging existing distribution network and digital Expand digital capabilities providing new value adding Basis for digital distribution established, recognized digital proposition to focus area customers ✓ innovator Prudent risk approach, solid capitalization, funding & liquidity ✓ Continued cost reduction measures ✓ Maintained robust asset quality Austria (HQ) Slovenia ✓ Upheld strong capital position and self funding principle Croatia BiH Serbia Montenegro ADDIKO BANK AG MAY 2021 | 2 OUR CORPORATE STRUCTURE ALLOWS FOR SIMPLE LEVERAGING OF SYNERGIES Overview of Addiko entities Addiko Bank AG, Vienna (Austria) 100% 100% 100% 99.99% 99.87% 100% Ljubljana Zagreb Beograd Sarajevo Banja Luka Podgorica (ABS) (ABC) (ABSE) (ABSA) (ABBL) (ABM) Operating model Austria Core central functions: reducing costs via centralisation of services Focused Group Shared Services and Central Steering Functions Agility and execution power: fewer decision layers from across countries focused Group Shared Services and Central Steering Provide operational services to all Addiko offices Functions throughout the region Economies of scale: bundling of services helps to realize cost advantages with decreasing costs per unit Croatia Croatia Serbia Example: Example: Example: Transaction Banking Procurement in Digital Banking Talent: attract talent in group shared service centres Back Office Croatia steering functions and provide responsibility across region ADDIKO BANK AG MAY 2021 | 3 CORPORATE GOVERNANCE IN A NUTSHELL International • Corporate Governance policies comply with international standards Standards Zero Tolerance • Policies implemented have zero tolerance for non-compliance with Group policy Culture Three Lines-of-Defence • Collaborative set-up with integrated three lines-of-defence model Model Corporate governance policies provide better alignment between management and shareholder interests ADDIKO BANK AG MAY 2021 | 4 RISK MANAGEMENT CULTURE APPLIED ACROSS ALL BUSINESS LINES AND FUNCTIONS • Owns the risk, control and losses / incidents st 1 Line Risk Ownership • Understands risk profile and control framework of Executive Management Defence Business Units • Performs risk / control self-assessment • Must meet internal and external obligations • Provides the major mechanism for governance through a central policy framework and repository • Provides enterprise frameworks nd Common Risk 2 Line • Provides enterprise programs of Infrastructure Central Risk Control • Provides subject matter experts for enterprise risks Defence Functions • Monitors adherence to frameworks, enterprise risk and compliance programs and losses / incidents Support Functions • Escalates and provides aggregated risk and compliance reporting Oversight • Provides oversight, independent testing, verification and review on the efficacy of Board 3rd Line Board Risk Committee - Risk frameworks of Assurance - Business management of risk Defence External Audit - Business compliance with internal / external obligations Internal Providers Internal Assurance Function • Identifies opportunities for improved business performance ADDIKO BANK AG MAY 2021 | 5 ANTI-MONEY LAUNDERING EFFORTS Key highlights Overview of AML efforts Transaction Monitoring System • Addiko’s Management is fully committed to implement and maintain an effective Financial Crime Program across • Transaction monitoring via newly implemented common standard monitoring the Group system (SMARAGD tool box - reference clients of SMARAGD include leading • Dedicated AML teams in all six subsidiaries across the institutes across various industries) Group • Inventory of group-wide detection rules has been developed and deployed, further local detection rules under development. Final Testing and configuration have been performed in 2018 with technical Go-Live for the Timeline of key events Group in January/February 2019 • Refined group-wide standard set of detection rules went live in February 2020 • Third-party review: Mandated an comprehensive review of • Major update of SMARAGD tool box in 3Q20 its Financial Crime Program, including Anti-Money Laundering (“AML”), Sanctions and Anti-Bribery & Corruption (“AB&C”) by 2017 a third party - recommendations identified for process enhancements. External testing • Enhancements: launched an AML Enhancement Project • AML coverage analysis for SMARAGD MDS conducted by Third Party advisor • Implementation of enhancements: significant steps taken, e.g. increasing AML headcount, update policies & procedures, • Comprehensive Financial Crime Program review by Third Party in 2017 with 2018 rolling-out a group-wide transaction monitoring system. external follow-up review in 2019 • Mandated another Third Party to review the progress made Key areas of attention of financial crime program and identify existing gaps for remediation. Overall potential risk areas have been acknowledged by Addiko and are Group-wide Skilled Risk addressed in the Bank’s ongoing enhancement program. standards and 2019 resources assessment • Red-flags and pattern based analysis related to the Bank’s implementation exposure with focus on recent Money Laundering Schemes performed by Third Party. AML Controls & testing • Continuation of AML enhancement program: e.g. project KYC processes initiated for group-wide automatization related to AML monitoring framework 2020 relevant KYC processes ADDIKO BANK AG MAY 2021 | 6 ADDIKO USES AN INTERNATIONAL 2-TIER GOVERNANCE STRUCTURE Supervisory Board Kurt Pieter Dragica Sebastian Prinz von Monika Frank Christian Thomas Pribil van Groos Pilipović-Chaffey Schoenaich-Carolath Wildner Schwab Lobner Wieser Chair Deputy Member Member Member Member Employee Repr. Employee Repr. Appointed in 2020 Appointed in 2021 Appointed in 2015 Appointed in 2019 Appointed in 2020 Appointed in 2020 Appointed in 2015 Appointed in 2019 Audit, Committee for Nomination & Credit & Risk Digitization & IT Compliance & AML Management Board Remuneration Committee Committee Committee Matters Committee Management Board Herbert Juranek Tadej Krašovec Ganesh Krishnamoorthi Chief Executive Officer Chief Risk Officer Chief Market, IT & Digitalization Officer Group Asset & Group Risk Group Credit Group Distressed Group Outsourcing Board Audit Liability Executive Committee Asset Committee Committee Committee Committee Committee ADDIKO BANK AG MAY 2021 | 7 SUPERVISORY BOARD COMMITTEES (1/2) Audit & Committee for Nomination and Supervisory Credit & Risk Digitalization & Name Compliance Executive Board Remuneration Board Committee IT Committee Committee Matters Committee Kurt Pribil Chair Member - President Vice President Member Pieter van Groos Deputy Chair President - Member Member Member Dragica Pilipović-Chaffey Member Member President Member - - Monika Wildner Member Vice President Vice President - Member Vice President Sebastian Prinz von Member - Member Vice President President - Schoenaich-Carolath Frank Schwab Member Member Member - Member President Christian Lobner Member Member Member - - - Thomas Wieser Member - - - Member Member Duties: • Supervision of the activities of the Management Board • Assessment of the strategic objectives and the internal principles of proper management together with the Management Board and monitoring of their implementation • Duties are defined in the Austrian Stock Corporation law (§95 Aktiengesetz) and further specified in the Company’s Articles of Association as well as its Rules of procedure Further Duties: • Appointment and dismissal of Management Board members (ordinarily as well as extraordinarily for good cause) • Quarterly reports by the Management Board to the Supervisory Board (course of business as well as the situation of the Group overall) • Representation of the Company in legal transactions with members of the Management Board • Approval of the financial statements of the company ADDIKO BANK AG MAY 2021 | 8 SUPERVISORY BOARD COMMITTEES (2/2) Supervisory Board Committees Committee Main Responsibilities Members Responsible for the granting of loans and credits to customers or to a group of affiliated customers in accordance with the Rules of Procedure of the Supervisory Credit & Risk Board as well as for advising the Management on the current and future risk profile Committee and risk strategy; monitoring the implementation of that risk strategy and the observation of capital adequacy and liquidity Audit, auditing the Annual Financial Statements and Consolidated Group Financial Compliance & AML Statements as well as supervising the effectiveness of the company’s Internal Audit, • Supervisory Board Committee Compliance and AML, Internal Control System (ICS) and Risk function Members • State Commission Preparing proposals for selecting members of the Management and Supervisory Board • Representatives of Nomination & (succession planning), recommending on diversity targets, reviewing the fit and the Works Council Remuneration proper status of Board members, monitoring the remuneration policy, the Committee remuneration practices and the incentive structure Assisting the Supervisory Board in the supervision and support of the Management Digitalization & IT Board regarding