CORPORATE
GOVERNANCE

The most important functions of the Audit and Compliance Committee are the review of and preparations for the formal approval of the annual financial statements (consolidated financial statements) of BAWAG P.S.K., the proposal for the appropriation of profits, the Management Report and the Corporate Governance Report as well as the evaluation of the effectiveness of the Bank’s internal control system as well as the independence and work of the external auditor. In addition, the Audit and Compliance Committee recommends the appointment of the external auditor. The annual audit program and reports on the activities of Internal Audit and the Compliance Office are submitted to the Audit and Compliance Committee. The Head of Internal Audit and the Compliance Officer have direct access to the Chairperson and members of the Audit and Compliance Committee.

The Risk and Credit Committee is responsible for the approval of limits and the approval of loans (as well as other forms of financing) to individual borrowers or to a group of associated customers pursuant to section 28b BWG in the case of exposures that equal 10% or more of the Bank’s eligible own funds. A report on approved large exposures is submitted to the Supervisory Board, at least once a year.

The Risk and Credit Committee approves affiliated parties transactions. The approval for certain transactions or types of transactions can be granted in advance for a period of one year. Transactions with members of the Managing Board or the Supervisory Board (and their relatives according to section 28 para 1 item 5 BWG) have to be approved individually and by explicitly stating the terms and conditions. Approvals in advance are not permitted for this group of persons. A report about each of these affiliated parties transactions must be made to the Risk and Credit Committee, at least once a year.

The Risk and Credit Committee is also responsible for approving material credit policies (e.g. new business segments), for advising the Managing Board on basic credit risk policy issues according to an arrangement made with the board and for advising the Supervisory Board on the current and future risk-bearing ability as well as the risk strategy of the Bank and monitoring the implementation of this risk strategy in connection with the control, monitoring and limitation of risks, own funds and liquidity. The Committee also regularly monitors the effectiveness and efficiency of the risk management system (including risk control, risk principles, risk reports, risk strategies and risk orientation) and compliance with the legal provisions and regulatory requirements. Furthermore, the Committee also reviews whether prices of offered services and products take fully into account the business model and the risk strategy as well as whether initiatives provided by the Bank’s remuneration system take into consideration risk, capital, liquidity and the likelihood and timing of earnings.

The Nomination Committee deals with the selection of potential members of the Management Board, the preparation of their appointment (succession planning) and the approval of the succession policy. It assesses the regular Fit & Proper evaluation of Managing Board members and Supervisory Board members regarding their knowledge, skills and experience. The Nomination Committee assesses the structure, size, composition and performance of the Managing Board and the Supervisory Board periodically but in any case if occasions imply the necessity for a new evaluation. Further tasks of this Committee are the monitoring of the recruiting process with regard to senior management and the approval of the assumption of executive functions by members of the Managing Board as a Supervisory Board member, member of the Managing Board, managing director or partner with personal liability in companies not belonging to the Group.

The Remuneration Committee deals with the general principles of the Bank’s remuneration policy. It also monitors the remuneration policy, remuneration practices and remuneration-based incentive structures pursuant to section 39c BWG. It provides proposals regarding the content of executive agreements with Management Board members and modalities in respect of the termination of such agreements. The committee further deals with the review of remuneration of senior management in risk management and compliance functions. It also reviews BAWAG’s gender pay gap analysis. 

* As part of the annual suitability assessment, BAWAG's Fit & Proper Office reviews and assesses the time commitment of each individual Supervisory Board member.