Corporate Governance and Compliance
NIBC focused on further strengthening its corporate governance in 2009. The corporate governance controls were revised to reflect the Dutch Corporate Governance Code as updated per 1 January 2009 (please visit www.commissiecorporategovernance.nl for the latest version) and the Dutch Banking Code which came into force on 1 January 2010.
NIBC operates a two-tier board system consisting of a Managing Board and a Supervisory Board to ensure that proper checks and balances exist within the company. The Managing Board is responsible for the day-to-day management of the business and its long-term strategy. The Supervisory Board supervises management performance and advises the Managing Board.
NIBC’s governance model is based on close and constructive collaboration between the Supervisory Board and its subcommittees, the Managing Board and the various functional committees, the divisional Management Teams and NIBC Holding’s shareholders.
This collaboration is further substantiated in NIBC’s coherent and transparent governance framework of charters, with clear guidelines for the assignment of duties and responsibilities, financial reporting, risk management, compliance, corporate governance, corporate social responsibility and remuneration policies. These charters were amended in 2009 so as to implement the procedural and operational requirements of the Banking Code and the updated Dutch Corporate Governance Code. For more information about our framework of charters, please visit www.nibc.com.
The Supervisory Board is supported by four committees consisting of Supervisory Board members:
- The Risk Policy Committee, with a subcommittee for related party transactions;
- The Audit and Compliance Committee;
- The Remuneration and Nominating Committee; and
- The Strategic Committee.
For more information about the meetings of the committees of the Supervisory Board in 2009, please refer to the Report of the Supervisory Board.
The Managing Board has delegated operational decisions to the divisional Management Teams and a number of functional committees.
Each of NIBC’s five divisions (Merchant Banking, Specialised Finance, Treasury, Risk Management and Corporate Center) is headed by a Managing Board member. This ensures direct communication between the Managing Board and the Management Teams of the divisions and swift decision-making. In this way, accountability and responsibility are embedded in the organisation and line managers are responsible for making decisions within their respective sphere.
In addition, the organisation is supported by a number of functional committees that operate across the divisions. All functional committees meet on a regular basis. They are divided into the following main areas:
Governance and internal control
All governance and internal control matters are dealt with directly by the Managing Board. The Managing Board ensures that the company maintains the highest standard of corporate governance practices. Furthermore, the Managing Board is responsible for monitoring all areas of management performance. Corporate social responsibility, disclosure issues and operational risk matters are also handled by the Managing Board.
Risk
The risk committees are responsible for decision-making in risk management matters. They ensure that assessment and acceptance of credit, market, investment and liquidity risk exposure are made independently of the business originators.
The four risk committees are the Risk Management Committee, the Asset & Liability Committee, the Transaction Committee and the Investment Committee.
For more information on our risk management structure and systems please refer to the separate section on Risk Management.
Clients
The Engagement and Compliance Committee is responsible for preventing potential commercial conflicts of interest and for compliance issues in evaluating assignments for our clients.
