Annual Report - VÚB banka

ticipate in all meetings of the Management Board,
Supervisory Board, and bank committees
being responsible for preparing and circulating
the minutes from these meetings.
B. Relations between the Company and its
Shareholders
1. The Bank observes the provisions of the Commercial
Code applicable to protection of shareholders’
rights, in particular the provisions on
timely provision of all relevant information on the
company and provisions on convening and conducting
its Annual General Meetings.
2. The company applies the principle of equal access
to information for all the shareholders pursuant
to the Code. It emerges from the minutes
of the General Meeting held in 2007 that the new
members of the Supervisory Board were proposed
and elected after their curriculum vitae had
been made available to the General Meeting.
C. Disclosure of Information and Transparency
1. The Bank applies strict rules in the area of insider
dealing and has been maintaining a list of
Management Board members, Supervisory Board
members and senior managers, who might
be considered insiders.
2. Members of the Management Board and Supervisory
Board do not have any personal interest
in business activities of the Bank. The Bank
observes the provisions of the Banking Act No.
483/2001 Coll. (hereinafter ’Banking Act’) as
amended, applicable to the provision of deals to
Bank’s related parties. Under the Banking Act,
closing of such a deal requires the unanimous
consent of all the Management Board members
based on a written analysis of the respective
deal.
3. The Bank abides by both the Code and the rules
of the Bratislava Stock Exchange and the
Compensation Committee, governing disclosure
of all substantial information. The fact that the
company observes the mentioned regulations
ensures that all the shareholders and potential
shareholders have access to information on fi -
nancial standing, performance, ownership, and
management of the company.
4. The company actively supports constructive dialogue
with institutional investors and promptly
informs all shareholders of General Meetings
and notices via its web page. In this way it enables
both foreign and local investors to actively
participate in the meetings.
D. Audit Committee, Nomination Committee,
and Compensation Committee
The Code requires the establishment of an Audit
Committee, Nomination Committee and a Compensation
Committee in order to ensure effi cient
internal control and accountability within the company.
In September 2002, the Supervisory Board approved
the establishment of the Audit Committee.
Currently the Audit Committee consists of three appointed
members, including the committee chair,
which is the Vice-chairman of the Supervisory Board.
The Audit Committee meets at least quarterly.
The topics discussed relate mainly to fi nancial
statements, the internal control system, external
audit, compliance, and reporting responsibilities.
The Audit Committee invites from time to time to its
meetings the external auditor of the Bank.
The Bank did not establish a Nomination Committee
and a Compensation Committee since their
functionality is performed by other Bank bodies or
units within the organizational structure. The control
function is carried out by the Internal Audit and
Control Department while its rights and duties are
determined by the Supervisory Board. The Supervisory
Board also elects the Management Board
members following prior consent of the National
Bank of Slovakia. Its recommendation and prior
consent is required for the appointment or dismissal
of the Head of Internal Audit and Control Department,
as well as for determining of the remuneration
applicable to these positions.
E. Company’s Approach to Shareholder
At present, the company accepts all its duties and
obligations towards shareholders, employees, creditors,
and suppliers arising from the applicable
laws.
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VUB, a bank of Intesa Sanpaolo group