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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

Boris Novak

Boris Novak, Chairman of the BAMC Board of Directors, was appointed as a non-executive director at BAMC on 3 June 2020. Novak holds Master’s degree and bachelor’s degree in law. In his 37-year career he has acquired expertise in numerous professional fields, such as: business management and supervision, protection of competition in the conducting of business activities, strategy development and implementation of activities in the area of employee management, corporate risk management systems, development of corporate business strategies, preparation and implementation of public procurement procedures. He began his career with the Police, and worked as an undersecretary at the Ministry of the Interior of the Republic of Slovenia, in the Directorate for the Police and Other Security Tasks, after which he served as Deputy Director of the Criminal Police Directorate within the General Police Directorate. In January 2006 he became a consultant to the director of the company Elektronsko pismo Pošte Slovenije (Pošta Slovenije Electronic Letter), and in the same year became a consultant to Pošta Slovenije Executive Management in Maribor, and in February 2008 became the director of Corporate Security and Control, and consultant to the executive management two years later. He has been General Manager of Pošta Slovenije since May 2012. He is the Chairman of the Supervisory Board of Intereuropa and a member of the Supervisory Board of Športna loterija.   

Marko TišmaMarko Tišma holds a bachelor’s degree in Economics and was appointed to the post of non-executive director on 14 December 2018. In his professional career of over 25 years, he has accumulated knowledge and experience in management and finance, mostly in top or middle management positions in different companies, either as chairman of the management board, managing director or department manager in various fields, where he managed the work process and teams, which sometimes consisted of over 200 employees. He began his career path in the Rogaška health resort, where he soon joined the executive staff. He headed the business consultancy in the company Hosting and worked in the area of equity management at KBM INFOND. He served as director of marketing and corporate communications at NKBM, and as the executive director of the company ČZP Večer. As former liquidation and bankruptcy trustee and current member of the supervisory boards of Terme Olimje and SID Banka, where he serves as vice chairman, he is very knowledgeable about all the corporate functions in various companies.

Aleksander LozejAleksander Lozej took office as non-executive director on the 21 of June 2019. He holds a Bachelor’s degree in Laws and a Master’s degree in General Management. He has served in executive positions in both the public and private sector, and his background is mostly in the banking sector, as he served nine years as a Member of the Management Board of Intesa Sanpaolo, d. d. Prior to this, he served as Advisor to the Management Board of Banka Koper, d. d., director of Finor, d. o. o., and the director of the Institute for spatial planning, urbanism, housing and construction affairs at the Municipality of Izola. Over the course of his 30-year career, he has developed a wealth of knowledge in management, human resources and operational organization, risk management, corporate governance, financial transactions and change management. Aleksander Lozej is an expert member of the Supervisory Board with a license from the Association of Supervisory Board Members, and also served as both member and chairman of supervisory boards of different companies. He also passed the national bar exam.

Aleksander LozejAlenka Urnaut Ropoša, BS MSc Industrial Engineering, was appointed as a non-executive director on BAMC's Board of Directors on 3 June. Over her 20-year professional career she has worked in investment management, high-performance work teams, and the development of complex real-estate projects, during which she has gained work experience at construction, development and real-estate firms, and has also been a member of international real-estate funds, local governments and financial institutions. She is the owner and managing director of Renova Real d.o.o., a professional associate at BV Financial Group and Euroimmobilien Group, and is an authorised real-estate appraiser, a court appraiser for the construction industry in the field of real estate, and a certified professional engineer. She began her career as the deputy director at Sgp Kograd Igem Inženiring in Dravograd, and later became an investment manager at Probau g.i.z. in Velenje. Before starting her own company she was the managing director of Pilon ing in Velenje, where she also worked as a business and real-estate consultant and participated in the development of complex real-estate projects.


 

Executive directors
            

Matej Pirc Matej Pirc took on the role of  CEO of BAMC on 29 April 2019, after having served as acting CEO for three months and CFO for one-and-a-half years. His responsibilities include real estate operations, compliance, corporate security, internal audit, corporate communications and marketing, human resources and main office He holds a bachelor’s degree in economics and has over 15 years of experience in management positions, both in privately-owned and state-owned companies. He developed his qualifications in Finance & Accounting, Controlling, Investment, R&D, IT, HR, Legal, Liquidity and Financial Risk Management. He graduated from the University of Ljubljana, Faculty of Economics. He spent a number of years working in executive positions in Mercator Group, both in the principal company and its subsidiaries in Slovenia and abroad. He was a management board of Slovenska odškodninska družba and later the Slovenian Sovereign Holding. In April 2014, he became the chairman of the management board of SDH, where he was responsible for corporate restructuring, asset management, and finance. Prior to his employment at BAMC, he served as one of the directors at the international consulting firm A.T. Kearney, where he was responsible for corporate governance projects, for infrastructural projects and for M&A projects.

Matej Pirc Bojan Gantar, responsible for credit and equity operations, took over as BAMC’s executive director as of 27 May 2019. He has held a number of executive positions over the course of his 20-year career. He holds a bachelor’s degree in engineering, as well as an MBA title. He began his career as a technology project manager in Hidria Rotomatika. Over the course of his career serving in a number of companies, he has attained a wealth of expertise and experience, particularly in strategic planning and corporate governance, financial and operational restructuring and business process optimization. Over the course of his 16-year career with Hidria, he served as the head of technical engineering, director of the business unit and the CEO, followed by a 2-year term as a member of the management board of Trimo. Prior to his appointment as BAMC’s executive director, he served as the CEO of Alpina, where he managed and oversaw all key processes in Alpina Group and steered its financial and operational restructuring efforts.

Matej Pirc Dr. Andraž Grum, executive director of BAMC, responsible for business analytics, legal matters, procurement, finance, accounting, controlling and IT, commenced his term on 27 May 2019. He has a 20-year executive background in various companies, mostly financial enterprises. He holds a PhD in Economic Science. Over the course of his career he has attained a wealth of experience and knowledge in financial analytics, asset valuation, corporate finance, distressed asset management, risk management, investment management and corporate governance. He began his career in Abanka’s capital markets analysis and portfolio management function. At Triglav Funds, he was responsible for managing mutual fund assets. He continued his career in companies such as Vipa Holding, Deželna banka Slovenije and DBS Nepremičnine. He has also served as supervisory board member of a number of companies and financial institutions. He holds a stockbrokerage and asset manager license, as well as an insurance brokerage license.

Articles of Association

 

Sector Managers

Nina Tušar Markež, Chief Financial Officer            
Igo Gruden, Director of Credit Management and Workout
​Mag. Andrej Lazar,  Director of Real-estate Management
Saša Vergan Klabjan​, Head of Restructuring of Small and Medium-Sized Enterprises​
Mag. Karmen Lah, Head of Recovery and Workout            
​Jure Gjud, Head of Business Analysis            
​Mag. ​Irena Novak, Head of Internal Audit             
​Sandra Jordan, Head of Administation            
​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​            
​Mag. ​Uroš Zabukovšek, Head of IT, Organization and Business Processes
Dr. Jernej Koren, Head of Controlling and Risk​
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. The internal audit function is reporting directly to the Board, which approves its audit charter, audit plan as well as budget and resource plan. The work of internal audit function adheres to the mandatory guidance of The Institute of Internal Auditors and The Slovenian Institute of Auditors.

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

At the end of 2019, in its fifth year of existence, the activities of BAMC's Internal audit function were assessed by an independent external quality assessor. The independent assessor stated in its report that BAMC's Internal audit function achieved a general compliance with the International Standards for the Professional Practice of Internal Auditing promulgated by The Institute of Internal Auditors.

​External auditing

The BAMC's financial statements from 2013 through to and including 2019 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

     org_eng.PNG

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.