In this section:
Board of Directors
Directors
Executive Directors
Nomination and Selection of the Board of Directors
The Remunerations and Nominations Committee of the Board of Directors of the Bank engages a broad set of qualities and competences when nominating for appointment or re-appointment, members of the Board of Directors. The selection and succession of the Directors is subject to the Shareholders’ approval, to whom the Committee offers its opinion as to the reasoning of their selection.
Independence Criteria
The Board of Directors is suitable to carry out its responsibilities and has a composition that facilitates effective oversight. For that purpose the Board of Directors is comprised of a sufficient number of independent directors.
In light of the above, the Bank acts in compliance with and adopts the independence criteria for the members of the Board of Directors included in Appendix 1 of the Directive on the Assessment of the Fitness and Probity of the Members of the Management Body and Managers of Authorised Credit Institutions of 2014 of the Central Bank of Cyprus.
Responsibilities
The Board has the primary responsibility for internal governance at all times; it defines, oversees and is accountable for the implementation of governance arrangements that ensure effective and prudent management of the Bank, including the segregation of duties and the prevention of conflicts of interest.
The above arrangements comply with the following principles:
- The Board has overall responsibility for the Bank and approves and oversees the implementation of the Bank’s strategic objectives, risk strategy and internal governance
- The Board ensures the integrity of the accounting and financial reporting systems, including financial and operational controls and compliance with the law and relevant standards
- The Board oversees the process of disclosure and communications
- The Board is responsible for providing effective oversight of senior management
The Board monitors and periodically assesses the effectiveness of the Bank’s governance arrangements and takes appropriate steps to address any deficiencies.
COMMITTEES
The Board Committees meet regularly with the heads of the internal control have the ability to utilise external expert advice as and when required.
The composition and the Terms of Reference of the committees of the Board comply with the relevant legal and regulatory requirements. The Board Committees meet frequently and exercise the powers, authorities and discretions given by the Board. Click on the titles below to learn more about the duties of the committees.
Chairman: Marios Clerides
Members: Evan Gavas | Athena Papadopoulou | Charidemos Theocharides
- The members of the Committee do not perform any executive function in the Bank
- The chairperson of the Committee is independent
- Committee meetings are held on a quarterly basis
The duties of the Committee include:
- The monitoring and assessment of the adequacy and effectiveness of internal control and information systems
- Acting as a liaison with external auditors particularly in relation to their audit findings
- The oversight that Senior Management takes the necessary corrective actions in a timely manner to address control weaknesses, non-compliance with policies, laws and regulations and other weaknesses identified by external auditors, the internal audit and the compliance functions as well as the supervisory authorities
- The monitoring of the establishment of accounting policies and practices and of the financial reporting process
Chairman: Charalambos Panayiotou
Members: Marios Clerides | Athena Papadopoulou | Martin Schenk | Charidemos Theocharides
- The members of the Committee do not perform any executive function in the Bank
- The Committee oversees the areas of Market Risk, Liquidity risk, Credit and Counterparty Risk, Operational Risk, Concentration Risk, Funding and Leverage, and Capital Adequacy
The duties of the Committee include:
- Advising the Board on the Bank’s overall current and future risk appetite and strategy taking
- Assisting the Board in overseeing the effective implementation of the risk strategy by senior management
- Submitting to the Board proposals and recommendations for corrective action, whenever weaknesses are identified
- Advising the Board on the adequacy and effectiveness of the risk management framework
Chairman: Sievert Larsson
Members: Evan Gavas | Martin Schenk
- The members of the Committee do not perform any executive function in the Bank
- The Bank has combined the Nomination and the Remuneration Committees
The duties of the Committee include:
- The preparation of suggestions regarding remuneration, taking into account the long-term interest of shareholders, investors and other stakeholders
- Identifying and recommending, for the approval of the Board or for approval of the general meeting, candidates to fill Board vacancies, evaluating the balance of knowledge, skills, diversity and experience of the Board
- Reviewing the policy of the Board for selection, development, appointment and replacement of senior management and heads of internal control functions and making appropriate recommendations to the Board
COMPANY SECRETARY
Company Secretary: Christos Papoutsas
Ancoria Bank has appointed a Company Secretary in accordance with the relevant provisions of the Companies Law.
The duties of the Company Secretary include:
- Facilitating the functioning of the Board. This includes minutes taking and distribution, access to independent advice to non-executive Directors and ensuring adequate information flows within the Board, its Committees, Senior Management, and Internal Control functions
- Facilitating the induction, development and evaluation of Directors. This includes assistance of the chairperson in assessing and meeting the training needs of members of the Board and ensuring that there is an ongoing programme to keep Directors well informed of developments in Ancoria Bank and in respect of matters relevant to their responsibilities in general
