Panga nõukogu

Audit Committee

The Audit Committee is responsible for providing support to the Supervisory Board in its supervision of audit issues. This includes reviewing the terms of reference and policies and procedures of the Internal Audit Division as well as providing recommendations thereon to the Supervisory Board, reviewing the annual audit plan prepared by the Internal Audit Division, reviewing the most significant findings of the Internal Audit Division on a quarterly basis, and reviewing the Internal Audit Division’s annual assessment of its performance according to the audit plan. In addition, the Audit Committee supervises Citadele Group’s relations with external auditors and makes recommendations in relation to their appointment, re-appointment or removal, provides recommendations regarding any issues identified by the FCMC, and provides annual assessments to the Supervisory Board. The Audit Committee is composed of at least three members, and is chaired a member of the Supervisory Board. The Audit Committee meets four times per year, or more frequently if required.

The Audit Committee comprises the following members

Name Position
Klāvs Vasks Chairman of the committee
Elizabeth Critchley Deputy chair of the committee
James L. Balsillie Member of the committee
Dhananjaya Dvivedi Member of the committee
Lawrence Lavine Member of the committee
Nicholas Haag Member of the committee
Stephen Young Member of the committee (shareholder level)

Risk and Governance Committee

The Risk and Governance Committee is responsible for providing support to the Supervisory Board by monitoring the levels of risk to which Citadele Group is exposed and the compliance of its operations with permitted levels of risk, as well as ensuring that remuneration schemes take into account liquidity, capital and operational risk. It also checks that risk is sufficiently priced into Citadele Group’s products and services, and provides recommendations regarding any areas identified by the FCMC for improvement. The Risk and Governance Committee is composed at least three members, and is chaired by a member of the Supervisory Board. The Risk and Governance Committee meets four times per year, or more frequently if required.

Risk and Governance Committee comprises the following members

Name Position
Timothy Collins Chairman of the committee
Elizabeth Critchley Deputy chair of the committee
Lawrence Lavine Member of the committee
Nicholas Haag Member of the committee
Karina Saroukhanian Member of the committee

Remuneration and Nomination Committee

The Remuneration and Nomination Committee is responsible for providing support to the Supervisory Board in the process of selecting prospective members of the Supervisory and Management Boards as well as the Head of Internal Audit. In particular, the committee assists in: (i) ensuring sufficient diversity (including gender representation) in the composition of the boards and the Head of Internal Audit position; (ii) reviewing the remuneration policies for Citadele Group; and (iii) assessing the suitability of prospective members of the Supervisory Board or Management Board, or Head of Internal Audit, as applicable. At least once per year it performs an assessment of the organisational structure of the Supervisory and Management Boards, including their size, composition and efficiency, as well periodic assessment of the individual and collective knowledge, skills and expertise of the members of the Supervisory and Management Boards. The Remuneration and Nomination Committee meets four times per year, or more frequently if required, and is composed of at least three members and is chaired by a member of the Supervisory Board.

Remuneration and Nomination Committee comprises the following members

Name Position
Elizabeth Critchley Chairman of the committee
Lawrence Lavine Deputy chair of the committee
Karina Saroukhanian Member of the committee
Klāvs Vasks Member of the committee

Technology Committee

The Technology Committee is responsible for providing support and advice to the Supervisory Board in relation to technology and technological innovation, including in relation to Citadele Group’s strategic approach to technical and commercial innovation, the acquisition of technology to ensure ongoing growth, the development of measurement and tracking systems, and proposals to upgrade the Supervisory Board’s oversight function. The Technology Committee reports to the Supervisory Board on an annual basis. The Technology Committee meets four times per year, or more frequently if required and is chaired by a member of the Supervisory Board.

Technology Committee comprises the following members

Name Position
Dhananjaya Dvivedi Chairman of the committee
Timothy Collins Deputy chair of the committee
James L. Balsillie Member of the committee
Nicholas Haag Member of the committee
Karina Saroukhanian Member of the committee
Catherine Ashton Member of the committee