corporate governance and compliance

At the heart of NIBC is a dynamic and transparent corporate governance structure. 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 is responsible for supervising management performance and advising the Managing Board. NIBC's governance model is based on close and constructive collaboration between the Supervisory Board and supporting committees, the Managing Board and its committees, and NIBC's shareholders.

This collaboration is exemplified in NIBC's 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. For more information about our framework of charters please visit www.nibc.com.

The Supervisory Board is supported by four committees consisting of members of the Supervisory Board: the Risk Policy Committee, with a subcommittee for purposes of 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 please refer to the Report of the Supervisory Board.

The Managing Board delegates operational decisions to a number of Functional Committees. All Functional Committees meet on a regular basis and are characterised by their expertise and swift decision-making capabilities as at least two members of the Managing Board are present at each meeting. The committees are divided into the following main areas of focus:

• Governance
  The Governance committees ensure that the company maintains the highest standards of corporate governance practices and are responsible for monitoring all areas of management performance. The most important committee is the Management Committee, which is responsible for the daily management of the company. Other governance committees include the Corporate Social Responsibility Committee and the Disclosure Committee.
• Risk
  The Risk committees are responsible for decision-making in risk management matters. They ensure that the assessment and acceptance of credit, market, investment, liquidity, and operational risk exposure is made independently of the business originators. The Asset & Liability Committee, Transaction Committee, Investment Committee, Operating Risk Committee and Credit Markets Committee are the main Risk Committees.
• Clients
  The Engagement Committee is responsible for the prevention of potential commercial conflicts of interest and compliance issues in evaluating assignments for our clients.