Through the board evaluation process, we regularly check the adequacy of the board of directors in relation to its size, composition and functions.
In conducting the board evaluation, we use the aid of a specialist outside consultant in order to ensure greater impartiality. The procedures for the process are set out in an internal regulation approved by the board of directors. This also enables us to establish a standardised process over the years that produces comparable results.
Without neglecting the usual assessment of the proper operation of the Board of Directors and Committees, the process was also conducted in view of the qualitative and quantitative report to be submitted to shareholders at the general meeting to be held in October 2017 for the reappointment of the governing bodies.
The process consists of three stages:
The evaluation process in respect of the size, composition and functioning of the board of directors and committees, as required by the supervisory instructions for banks on the subject of corporate governance, was carried out in the period from February to June 2017.
The results of the evaluation showed a positive situation, confirming the effectiveness of the work carried out by the board.
OUTCOME OF 2017 BOARD EVALUATION
- Adequate in terms of composition (size, capabilities, diversity and number of independent members) and functioning of the board of directors and the committees instituted by it
- Adequate in terms of information flow ahead of the meetings, the board’s operations in terms of number and duration of meetings, time devoted to individual items on the agenda, documentation on risks facing the company and controls, and segmentation of budgets and closing figures by business line
- Effective exchange of information between bodies appointed to serve the Board, discussions in Board meetings, and accuracy in drawing up minutes of the meetings
- Appreciation for the way in which the Chairman leads, directs and stimulates discussions during Board meetings
- Satisfaction at the induction sessions arranged and the supporting documentation
- Satisfaction at the work of the Board as a whole and the individual contribution of each member.