Corporate Governance

Corporate Governance and Remuneration Committee

Committee composition

George
Rublee

Chairman

Dariusz
Kacprzyk

Member

Andrea
Hagmann

Member

George Rublee

Chairman

[email protected]  |  151

George Rublee has been appointed a member of the Supervisory Board of AccessBank since May 2019. Mr. Rublee was nominated by the Asian Development Bank, where he has been working since 2010. He has 30 years of international banking experience and has served on boards of private companies since 1995. Prior to joining the Asian Development Bank, Mr. Rublee had worked at LCF Rothschilds, WestLB, and UBS primarily focused on project finance and debt advisory.

Mr. Rublee graduated from the School of Foreign Service at Georgetown University in Washington D.C. He speaks English, German, and Spanish.

E-mail: [email protected]
Tel: 151

Dariusz Kacprzyk

Member

[email protected]  |  151

Dariusz Kacprzyk has been appointed member of the Supervisory Board of AccessBank since May 2019. Mr. Kacprzyk was nominated by the European Investment Bank. He held senior positions in various Polish banks. Currently is the Trustee appointed by Polish Financial Supervision Authority in one of the systemically important (banking) institution. Mr. Kacprzyk has a bachelor's degree in the Domestic Trade and Service faculty at Warsaw School of Economics (SGH) and Master’s degree in the faculty of Management at Warsaw University. He was awarded an MBA degree at International School of Management and completed the Advanced Management Programme at IESE.

He speaks Polish, English, German, Spanish and Russian.

E-mail: [email protected]
Tel: 151

Andrea Hagmann

Member

[email protected]  |  151

Andrea Hagmann has been appointed member of the Supervisory Board of AccessBank in December 2019 by the General Assembly of Shareholders.
Ms. Hagmann has extensive experience in financial services for more than twenty five years. She currently serves as Member of the Board of Directors and the Investment Committee of the European Fund for Southeast Europe (since 2019), Member of the Board of Directors of SANAD Fund (Middle East and North Africa) for Micro and SMEs (since 2017) and Member of the Board of Directors of Microfinance Enhancement Facility (since 2009). Her previous business experience and voluntary activities  included also service as a Member of the Executive Board of the Development Bank of Austria, (2008-2017), Member of the Supervisory Board of Raiffeisenbank, Wolkersdorf (since 2019), Member of the Supervisory Board of Hilfswerk International (Austria’s leading non profit organization) (since 2018), as well as various senior positions at Oesterreichische Kontrollbank AG, Austrian´s export credit agency (1991 – 2007).
Ms. Hagmann holds a Master’s degree in commercial science from Vienna University of Economics and Business Administration.

E-mail: [email protected]
Tel: 151

Key Functions:

Key responsibilities of the Committee regarding corporate governance:
  • Monitors the compliance of the Bank’s organizational and management structure with corporate governance standards;
  • Reports to the Supervisory Board on cases of non-compliance with corporate governance standards and the factors causing them;
  • Submits proposals to the Supervisory Board for eliminating identified cases of non-compliance and for improving corporate governance;
  • Submits proposals to the Supervisory Board regarding the implementation of changes occurring in legislation related to corporate governance standards;
  • Ensures the timely disclosure and accuracy of information on the Bank’s corporate governance to be disclosed to the public.
Key responsibilities of the Committee regarding remuneration:
  • Prepares the Bank’s Remuneration Policy (“Remuneration Policy”) and submits it to the Supervisory Board, taking into account the requirements of Clause 6 of the Charter of the Corporate Governance and Remuneration Committee;
  • Determines the salary of the Bank’s Secretary;
  • Annually submits to the Supervisory Board proposals regarding the amount of proposed rewards and bonuses, as well as the remuneration of members of the management bodies;
  • Proposes special remuneration mechanisms to incentivize or motivate the Bank’s employees or administrators;
  • Assesses the key performance indicators of employees belonging to a special category;
  • Oversees the remuneration process, annually evaluates the effectiveness of the remuneration system jointly with the Risk Management Committee, and, where necessary, submits reports on this matter to the Supervisory Board;
  • Oversees the Remuneration Policy;
  • Regularly evaluates the special remuneration procedures in place at the Bank;
  • Ensures that the performance-based remuneration system supports the Bank’s long-term success and that short-term reporting mechanisms do not distort this system;
  • Assesses the impact of internal and external events on remuneration policy and procedures;
  • Ensures compliance of the remuneration policy and internal procedures with legislative requirements;
  • Where necessary, discloses information on remuneration matters in accordance with the procedures prescribed by law.
Key responsibilities of the Committee regarding appointments:
  • Provides recommendations and opinions to the Supervisory Board on the appointment of new and potential members of the Supervisory Board, the Management Board, and Supervisory Board Committees;
  • Monitors the staffing of the Supervisory Board, its committees, and the Management Board;
  • Establishes criteria for the appointment, duties, and remuneration of independent members of the Supervisory Board and its committees;
  • Establishes criteria for the selection of an independent external expert to ensure the opportunity for Supervisory Board members to use independent external expert services if required under the legislation;
  • Ensures compliance with all applicable laws and the Charter of the Bank relating to remuneration and corporate governance;
  • Unless disclosure is required under the Law or approved/required by the Supervisory Board, each member of the Committee shall keep confidential all information concerning remuneration obtained while acting as a member of the Committee and shall not disclose such information to any third parties.

Updated: 18.12.2024