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​​Corporate governance

The number, powers and responsibilities of the members of the Board of Directors are regulated under the Act Regulating Measures of the Republic of Slovenia to Strengthen the Stability of Banks (ZUKSB). In accordance with the highest international standards, BAMC is governed by a seven-member Board of Directors. It consists of three executive directors, full-time employees of BAMC, and four non-executive directors.

​BAMC Board of Directors​​

​​Non-Executive directors

Dr. Miha Juhart, BAMC non-executive director since 28 January 2017 and chairman of the Board of Directors, is a Doctor of Juridical Science. He teaches at the University of Ljubljana’s Faculty of Law as a professor of civil and corporate law. He has extensive professional and managerial experience. He was a member of the expert council of the Securities Market Agency, and served two terms as its chairman. He is the prorector of the University of Ljubljana and the dean of the University of Ljubljana’s Faculty of Law. He served on the supervisory board of Krško Nuclear Power Plant, Pozavarovalnica Sava d.d., and DARS d.d., and worked with leading law firms and corporations in various fields of law, mostly real estate and corporate, contract and status law. He served as an arbitrator in both domestic and international arbitration cases.

Mitja Križaj, who holds a bachelor’s degree in economics, non-executive director of BAMC since 28 January 2017, has over 20 years of managerial experience in banking and finance, real estate and asset management operations, as well as corporate management of companies dealing with non-strategic and non-performing assets of banks and other financial organizations. He is currently employed in the consulting and investment company Fundament, which provides business and financial consultancy, with a focus on operational and financial restructuring, with emphasis on the real estate operations, divestment of non-critical assets, project development and management activities, and consultancy in asset management activities. Prior to his current position, he served as a director of Hypo Leasing, later Heta Asset Resolution, who was directly responsible for restructuring and managing nonperforming and nonstrategic assets of Hypo Alpe Adria in Slovenia. He was also the chairman of the management board of Triglav Nepremičnine, a member of Zavarovalnica Triglav, and in his early years he was professionally involved in Bank Austria Creditanstalt and Hypo Alpe Adria. He is currently a member of the supervisory board and chairman of the audit committee of Slovenian Railways.

Juan BarbaJuan Barba Silvela, has over 20 years of experience in the field of real estate and finance. In September 2014 he was appointed partner & executive director of the real estate fund Meridia Capital. Prior to that, he was first Real Estate Director and later Head of Transactions in Spanish asset management company Sareb. He gained his professional and management experience in companies such as Doughty Hanson, Aareal Bank AG, Principal Financial Group and Arthur Andersen Real Estate. For the past 16 years he has been a professor of Real Estate Finance in the Real Estate Master Program of the Instituto de Empresa in Madrid. He holds a degree in business administration and law from the Pontificia Comillas University.


 

Executive directors
balogh_imre.jpg Dr. Imre Balogh is CEO and Executive Director of the Bank Asset Management Company (DUTB d.d.). Before that, he was a Non-Executive Director of DUTB from April till October 2015 and was also managing as President & CEO the orderly wind-down of Probanka d.d., Maribor between September 2013 and October 2015. Previously, Dr Balogh worked as advisor and member of the Strategy Committee of the Supervisory Board, First Ukrainian International Bank, Kiev.  Prior to that he held positions in sequence as Chief Strategist, CFO, Chief Risk Officer, Chief Business Officer, in MKB Bank Hungary, and was Chairman/Board member in banks, finance, brokerage and insurance companies in four CEE countries (1988-2012). His earlier experience in NPL management embraces deleveraging corporate and real estate portfolios in Hungary, Bulgaria and Romania after 2008, and a good bank/bad bank split in Romania (2009/10). Dr Balogh holds Masters and dr. univ. degrees in economics, PhD in regional sciences, and received executive education at Wharton and Harvard Business Schools.

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Andrej Prebil, Executive Director for asset management, holds a bachelor's degree in economics. Prior to his arrival at BAMC, he spent 15 years working in tourism, 12 of which he served in executive positions, acquiring extensive professional knowledge and experience in strategic and operational management, finance and controlling, risk management and operational and financial restructuring. Most recently, he served as chairman of the management board of Hoteli Bernardin, and before that as chairman of the management board of Sava Turizem (2011-2016) and director of Hotel Lev (2004-2011). In the latter, he oversaw implementation of a complex crisis management process, as well as operational and financial restructuring. In 2008-2011, he was responsible for strategic finance and controlling within the tourism division of ACH. Prior to this, he served as the assistant to the director for finance and controlling at Grand Hotel Union, and he started his professional career as an analyst, planner and controller of financial operations at Grand Hotel Union. As member of supervisory boards he obtained in-depth knowledge in monitoring and supervising the management of equity, investments and real estate. He is currently the chairman of the supervisory board of Eles. He is also active in the tourism industry as the president of the Tourism and Hospitality Chamber of Slovenia and member of the STO council.

Jože Jaklin.jpg

Jože Jaklin, Executive Director for corporate affairs, holds a bachelor’s degree in economics. After his graduation, he also obtained an international MBA degree from Clemson University, USA. He served as procurator of Litostroj Ravne and Liv Kolesa for two years prior to his arrival at BAMC. In both companies, he was responsible for optimization of the production process and preparing the company for sale. Before that he served as the chairman of the management board of DZS and as member of the management board responsible for finance, accounting, controlling and IT at Luka Koper (2014) and Salonit (2011-2014). He was involved in the restructuring process of Cimos in the 2009-2011 period, and in the 2003-2009 period he served as director of Litostroj E.I., successfully carrying out an extensive restructuring program. Prior to that, he served as an assistant to the director at Geoplin (2001-2003), member of the management board responsible for privatization and financial restructuring at the Slovenian Development Corporation (1997-2001), and as deputy director at the Agency for Privatization and Restructuring (1993-1997). At the Agency, he actively participated in the restructuring of the ownership structure of companies. He was awarded the title of Certified Appraiser from the Slovenian Institute of Auditors.

Members of the BAMC's Board of Directors shall be appointed for the term of five years.

Articles of Association

 

Sector Managers

Igo Gruden, Director of Credit Management and Workout            
​Matej Pirc, Chief Financial Officer
​Mag. Andrej Lazar,  Director of Real-estate Management
Jana Miličevič,  Director of Equity Management
Mag. Tanja Štrukelj,  Head of Restructuring of Major Clients
Saša Vergan Klabjan​, Head of Restructuring of Small and Medium-Sized Enterprises​
Mag. Karmen Lah, Head of Recovery and Workout            
Mag. Darka Ledinek​, Head of Credit and Equity Management Support​            
​Jure Gjud, Head of Business Analysis            
​Mag. ​Irena Novak, Head of Internal Audit             
​Mag. Sandra Jordan, Head of Administation            
​Tjaša Brilej Molan, Head of Compliance
​Sebastian Cafuta, Head of Legal
​Mag. Matej Černigoj, Head of HR​            
​Žiga Pfeifer,  Head of Real Estate Portfolio - Residential Real Estate
Boštjan Štefelin,  Head of Real Estate Portfolio - Business Real Estate               
Nikolaj Omersa,  Head of Real Estate Support​            
Nina Tušar Markež, Head of Finance and Accounting ​​
​Mag. Robi Flego, Head of IT, Organization and Business Processes
Dr. Jernej Koren, Head of Controlling and Risk​
​Petra Mravlja, Head of Marketing, Corporate Communication and Investor Relations
Sabina Novak, Legal Counsel to the Board of Directors

 

 ​Commitees

Decisions relating to loans and other assets are made within a committee structure with mandates and competences clearly defined. Specifically, there are three credit committees and two investment committees, the former at the operational, executive and Board levels and the latter at executive and Board levels.

​Board's Committees

In 2013 the Board of Directors established and appointed members of an Audit Committee a Remuneration Committee and, in May 2014, an Accreditation Committee in accordance with the provisions of the law governing companies. All Board members are members of the board-level Credit and Investment Committees. 

​Audit Committee

The scope of work of the Committee is defined by its Rules of Procedure. The Committee shall act independently from executive management with the aim to ensure that the interests of the shareholders are properly protected in relation to financial reporting and internal control. Thus, the Committee assists the Board in fulfilling its supervisory responsibilities by monitoring the financial reporting process, the effectiveness of the internal control and risk management systems as well as the effectiveness of the Internal Audit function. The Committee shall ensure that important topics regarding financial reporting as well as financial and operational risks are analysed in more debt and detail than what normally is possible in Board meetings. The Committee is accountable for keeping itself informed about the statutory audit of the annual accounts and monitoring the impartiality and independence of the statutory auditors. In addition, the Committee is accountable for guiding and evaluating the work of the Internal Audit function. The Committee is not responsible for reporting, conducting audits or determining that the financial statements are complete, accurate and in accordance with generally accepted accounting principles. These are the responsibilities of the executive management and the independent auditors. The Committee monitors the effectiveness of internal control and risk management system in their entirety and beyond the financial reporting process. 

​Remuneration committee

The Remuneration Committee is an internal BAMC body established in April 2013 and its function is part of the corporate governance structure of the BAMC itself. The scope of the Remuneration Committee's responsibilities is to set up an appropriate remuneration policy for the BAMC staff in the first phase and to help prepare the framework for tracking employee performance. In general, the Remuneration Committee is responsible for preparing the decisions related to remuneration. 

​The Committee has at least three members: 

  • two non-executive directors of BAMC, and 
  • external member(s), expert(s) in management performance evaluation and remuneration outside of the BAMC. 

​Accreditation Committee

The Accreditation Committee is an internal BAMC body which selects possible candidates for supervisory board membership in other companies. It is therefore not a committee as certain similar bodies envisaged by the Companies Act (e.g., the Audit Committee) whose function would be part of corporate governance of the BAMC itself. The Accreditation Committee selects suitable internal or external candidates, based on the internal criteria and conditions as well as the needs of the company's supervisory board, given the challenges the company is faced with.

The Committee has at least the following members: 

  • one executive director of the BAMC who is also the Head of Asset Management, 
  • a non-executive director of the BAMC, 
  • an external member, an expert on corporate governance outside of the BAMC. 

In case one or more members are absent, the auxiliary members are the CEO of the BAMC and the non-executive directors.

​Auditing

Internal auditing

The internal auditing by definition is an independent, objective assurance and consulting activity designed to add value and improve an organization's operations. It helps an organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes.

Following this definition, the objective of BAMC's internal audit function is to represent a value adding activity to the company and helping the company achieve its goals.

An internal audit function was established in last quarter of 2014, when an internal auditor was hired. Actual internal auditing work started in first days of 2015. It is following the Internal audit plan for 2015, which was reviewed by Audit Committee and adopted by the Board of Directors.

The work of internal auditing function adheres to the mandatory guidance of The Institute of Internal Auditors and Slovenski inštitut za revizijo. The internal auditing function is reporting directly to the Board of Directors, which approves its audit charter, audit plan as well as budget and resource plan.

The key focus of internal audit function is to contribute to the effectiveness and efficiency of the internal control system of the BAMC through auditing and advisory assignments. Besides following the accepted plan, the internal audit function is involved in day-to-day operations of the BAMC through open discussions with employees who are seeking advice, wish to discuss the internal control and risk management issues or trying to test their ideas with someone who can respond to informed questions and suggest workable solutions.

​External auditing

The BAMC's financial statements for 2014 were audited by KPMG Slovenija, d.o.o., Ljubljana. As part of its audit of the financial statements, the external auditor reports its findings to the Board of Directors and the Audit Committee.

Organisational structure

The BAMC is organised to be effective in its mission, and in the achievement of the strategic objectives defined by the ZUKSB, the Government as its owner and the Board of Directors. The functional organisational structure, as illustrated in the picture below, is supplemented by the process organisational structure.

ORGANISATIONAL STRUCTURE OF THE BAMC

   DUTB_Organizational-chart.JPG 

Normative framework

Besides ZUKSB, the regulation that defines the operations and organisational structure of BAMC consists of:

  • the Decree on the implementation of measures to strengthen the stability of banks (hereinafter: the Decree)
  • the Guidelines on the operations of the Bank Assets Management Company, which govern the operations of BAMC in detail,
  • the Articles of Association of the Bank Assets Management Company, and
  • the BAMC's Remuneration Policy, which was adopted by the Government in March 2013, and amended in July 2013 and in March 2015.

BAMC fully complied with the provisions of the specific regulations governing its activity.

Operations in individual areas are also defined by policies adopted or refined by the Board of Directors. In 2015 and by the end of March 2016, 17 new policy documents and seven amendments to policies were approved by the Board. The most important among them were:

  • Process and decision-making powers of the committees,
  • Corporate governance policy of BAMC,
  • Rules of procedure on the work of executive directors,
  • Risk management policy, and
  • Rules on valuation process and internal controls.