In compliance with regulation 53 of the Financial Services (Credit Institutions and Capital Requirements) Regulations 2020, the following information is made available:
Governance Arrangements
Board of Directors
Trusted Novus Bank’s (TNB’s) Board of Directors meets at least four times a year. There is a clear division of responsibility which ensures a balance of power and authority between the Chairman, who controls and directs the Board meetings and the Chief Executive Officer who carries responsibility for running TNB’s operations.
TNB’s Board presently consists of five members, four of whom, Peter Caetano, Adrian Olivero, Nguyễn Thị Thiên Hương and Nilesh Banglorewala are non-executive directors. Mr Caetano, succeeded Jens C. B. Lauritzen as Board Chair on 24 March 2022, following Mr. Lauritzen’s retirement.
The remaining director is the Chief Executive Officer, Christian Bjørløw.
Oversight of strategy & risk
TNB’s Board of Directors is responsible for identifying the risks to which TNB is exposed in relation to its activities and ensuring that proper mandates, policies, authority levels, risk frameworks and systems are in place and functioning effectively. The Board of Directors encourages the taking of controlled risks, exploring new opportunities and the use of innovative approaches to further strengthen the internal control framework.
The Board oversees the establishment of authority hierarchies (delegated financial authorities and devolved responsibilities) and specific policies and control mechanisms. Material non-compliance with prescribed procedures constitutes in itself an unacceptable risk with zero tolerance and clearly communicated accountability.
Staff appraisals, promotional activities and other communication methods present further opportunities for conveying either directly or implicitly the corporate values of TNB.
The Board’s control over business activities
The Board’s mandate is to oversee the conduct of TNB's affairs by working with and through Management in particular in matters concerning:
- financial performance,
- the appetite and management of risk,
- the management of the loan portfolio,
- the processes for determining the adequacy of provisions for credit exposures,
- the bank's asset/liability management,
whilst more detailed operational policy statements and standard operating procedures are developed by Management.
Assurance of the control environment
The Board receives reports and reviews from internal and external audit about the adequacy of internal control practices and ensures that identified discrepancies are remedied.
Independent audit’s assessment of the adequacy of internal controls involves a process of understanding, documenting, evaluating and testing the internal control systems in place at all levels of the organisational structure.
Nomination committee
Presently, the Board of Directors does not believe that TNB’s size, internal organization and nature, scope and complexity of operations warrants the need for a separate Nomination Committee. The Board of Directors, as a collective, reserves the nomination responsibilities.
Remuneration
TNB’s Board of Directors reviews the Remuneration Policy on an annual basis to ensure that it remains suitable, relevant to the bank’s business locally, and meets TNB’s obligations to manage potential risks posed.
The main objectives of the Remuneration Policy will be to:
- reward value-creating, competent and responsible conduct;
- support productivity and job satisfaction;
- promote sound and efficient risk management;
- prevent conflicts of interest and ensure that employees' and the banks' obligation to act in the best interest of the clients is not compromised;
- ensure basis of remuneration is compliant with all relevant regulations.
Although, TNB pays limited variable remuneration awarded in addition to the fixed remuneration, this represents the much smaller component of an employee’s overall compensation package. The bank may grant a one off-allowance for performance related to temporary/out of the ordinary tasks (for example where exceptionally high levels of effort have been put in in order to ensure successful completion of a particular project etc.).
Remuneration committee
There is no nomination committee separate to the full Board. The role of the nomination committee is undertaken by the full Board. The Board considers that, given the current size and scope of the bank’s operations, no efficiencies or other benefits would be gained by establishing a separate nomination committee.
As the bank’s operations grow and evolve, the Board will reconsider the appropriateness of forming a separate nomination committee.
