TBC Bank Group
Holding Company of JSC TBC Bank

Overview

TBC Bank Group PLC (the "Company" and, together with its subsidiaries, the "Group") is committed to the highest standards of corporate governance which are in accordance with UK and international best practice.

The Company's main corporate governance body is the  Board of Directors (the "Board"), as directed by the General Meeting of Shareholders. In addition, appropriate committees have been established at the Board Level.

The Group's governance structure establishes a proper framework for the Board to pursue objectives that are in the interest of the Group, and effectively manage the relationship between the directors and shareholders.

The Group has a comprehensive range of policies and systems in place to ensure that the Group is well-managed, with effective oversight and control.

 

Company Secretary

On 27 April, 2016, TMF Corporate Administration Services Limited ("TMF") was appointed to provide the Group secretary services. TMF provides high quality secretarial services to keep the Group in compliance with UK regulation.

  • Election, Re-election, Removal of Directors of the Company.
    Approve the award of a dividend to be paid to Shareholders of the Company.
    Approve/make amendments to the Articles of Association of the Company.
    Approve alterations to the Company's share capital.
  • External auditors present their annual plan for the audit of the Group, setting out areas of audit risk, which is discussed with the Audit Committee.
    A report is provided by the external auditors at the conclusion of the review of the interim financial information and the audit of the annual financial statements and accounts.
  • Determine and make recommendations to the Board the framework or broad policy for the remuneration of the Deputy CEO, the Chairman of the Group, the Executive Directors and such other members of the executive management as it is designated to consider.
    Oversee any major changes in employee benefits structures within the Group.
    Produce a report of the Group's remuneration policy and practices to be included in the Group's annual report and ensure each year that it is put to shareholders for approval.
  • Responsibility for the overall management of the Group and oversight of the Group's operations.
    Approval of the Group's long-term objectives and commercial and investment strategy.
    Approval of the annual operating and capital expenditure budgets and any material changes to them.
    Monitoring of the performance in light of the Group's strategy, objectives, business plans and budgets.
    Extension into new business and geographic areas.
    Any decision to cease the Group's operations.
  • Recommending the financial statements to the Group and for reviewing the Group's financial reporting and accounting policies, including formal announcements and trading statements relating to the Group's financial performance.
    The relationship with the internal and external auditors and for assessing the role and effectiveness of the internal audit function.
    Reviewing the Group's procedures for detecting, monitoring and managing the risk of fraud.
    Recommending to the Board the appointment, re-appointment and removal of the external auditors.
    Reviewing the nature, scope and results of the annual external audit.
    Recommending the audit fee and on an annual basis assesses the effectiveness and independence of the external auditors.
    Keeping under review the Group's internal controls and systems for assessing and mitigating financial and non-financial risk.
  • Regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board.
    Give consideration to succession planning for directors and other senior executives.
    Make recommendations for new appointments of executive and non-executive directors and on the membership of board committees to the Board.
    Oversee the annual review of Board effectiveness.
  • Review and assessment of the Group's risk management strategy, risk appetite and tolerance, risk management system and risk policies.
    Review and monitoring of the processes for compliance with laws, regulations and ethical codes of practice.
    Monitoring of the remediation of internal control deficiencies identified by internal and external auditors around compliance, ethics and risk management functions.
    Annual self-assessment of the committee's performance and reporting of the results to the Board.
    Review of the key risk management framework and other policy documents and make recommendations to the Board for their approval.