BANCA TRANSILVANIA S.A. Romanian joint-stock company ...

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EMC members are responsible for the Bank’s management in such a manner so as to meetbusiness practice requirements and to the best interest of the Bank, by taking into account theshareholders’ return, the image of the Bank and the public interest. Key principles of activityare transparency, honesty, prudence and profit maximisation.EMC members are <strong>joint</strong>ly and individually responsible before the Board of Directors for theexercise of assigned duties.EMC consists of 11 members: the General Manager, the Deputy General Manager and 9Executive Managers: Operations Manager (COO), Corporate and SME Manager(CC&SMEs), Retail Banking Manager (RB), Regional Manager Bucharest (DEB), RegionalManager Oradea (DEO), Risk Manager, Deputy CEO 2, Financial Institutions andInternational Relations Manager, Human Resources Manager.EMC decisions are communicated by the EMC secretary to the specialised departments,technical committees in the Headquarters and branches, by indicating the deadlines and thetasks to be accomplished.Committee for the Review of Internal Rules:The Committee has the following composition:- A non-executive member of the Board of Directors ;- General Manager;- Deputy General Manager.The Committee submits to the Board of Directors a summary of amendments or new rulesproposed for approval.The Board of Directors will ensure that the implementation of internal rules is observed at thelevel of the Management Committee, on the basis of specific indicators and of half-yearreports highlighting the results of such implementation.Technical Committee for the Management of Banking Risks (CTARB):The Committee is appointed by the EMC and consists of 7 members: General Manager,Deputy General Manager, Operations Manager (COO), Regional Executive ManagerBucharest (DEB), Regional Executive Manager Oradea (DEO), Risk Manager (ExecutiveSecretary of the Technical Committee), Deputy CEO 2.The Technical Committee for the Management of Banking Risks exercises the riskmanagement function as a collective body; its members exercise a part of the specific rightsrelated to risk management in their field of activity. The Technical Committee for theManagement of Banking Risks meets every month or whenever the situation requires in orderto analyse the reports/materials in which the Bank’s specialized departments present specialevents or the evolution of certain indicators which are different from the policies, theforecasting and the indicators established by the Bank as being relevant for the normal courseof activity (with reference to the pre-determined limits) and to take the appropriate decisions.76
Technical Committee for the Management of Assets and Liabilities (ALCO):The Committee is appointed by EMC and has the following structure: General Manager;Deputy General Manager; Operations Manager (COO), Risk Manager, Retail Manager;Corporate and SME Manager, Financial Institutions and International Relations Manager,Deputy CEO 2 (Executive Secretary of the Technical Committee).The Financial Manager and the Manager of Budget and Planning Department have the qualityof permanent guests.The Technical Committee for the Management of Assets and Liabilities receives informationand reports from the specialized departments. The committee examines the documentationand makes decisions concerning the management of interest rate risk, currency risk, liquidityrisk and price risk, for the purpose to ensure the appropriate management of the Bank’s assetsand liabilities. The decisions contain specific deadlines and responsibilities.Technical Committee for Audit, Compliance and Internal Control (CTACCI):The Technical Committee for Audit, Compliance and Internal Control consist of 5 members:Deputy General Manager (coordinator of the internal control system - executive secretary ofthe committee); General Manager; Risk Manager; Regional Executive Manager Oradea(DEO); Regional Executive Manager Bucharest (DEB).The decisions of the Committee are adopted by half plus one of the members which form thecommittee. The Technical Committee for Audit, Compliance and Internal Control examinesthe acts of control of the Internal Audit Department, the Department for Risk CreditInspection, the Compliance Department, the Electronic Channels Division, of the Departmentfor Operational Risk Management and of other departments in charge with internal controland make decisions to remedy the identified deficiencies.Technical Committee for the Approval of Internal Rules (CTARI):The composition of the Technical Committee for the Approval of Internal Rules is thefollowing: Deputy General Manager (Executive Secretary of the Technical Committee);Executive Manager (COO); Executive Manager (CC&SMES); Executive Manager (RB);Executive Manager (Risk Management).The committee receives the documentation for endorsement/approval of internal rules andexamines its contents. It ensures the compliance with the internal rules in accordance with thelegal provisions in force.Technical Committee for Operational Risk (CTRO):The Technical Committee for Operational Risk focuses mainly on risk management inoperations and its membership is the following: General Manager, Deputy General Manager,Executive Manager (COO) (executive secretary of the Technical Committee); ExecutiveManager - Risk Management.77
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Interest expense -921,954 -897,963
Page 11 and 12:
Placements with banks 1,059,394 566
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activities".B.16 To the extent know
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Subject to the provisions laid down
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(assuming that there is no conversi
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after the close of the Pre-emptive
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Tranche A Bonds to Tranche B Bonds.
Page 24 and 25:
“Lead Manager”,"Broker" or "BTS
Page 26 and 27: estructuring, liquidation, dissolut
Page 28 and 29: "PrimaryOffer Period""Reference Pag
Page 30 and 31: I. REGISTRATION DOCUMENT1. LIABLE E
Page 32 and 33: Distributable to:Equity holders of
Page 34 and 35: pace under the current market condi
Page 36 and 37: OWN FUNDS LEVEL II 203 154 78 48 36
Page 38 and 39: The table below presents the struct
Page 40 and 41: 1-3 years 810,462 16%3-5 years 549,
Page 42 and 43: macro-economical environment is sti
Page 44 and 45: • creation and constant maintenan
Page 46 and 47: Banca Transilvania’s strategy for
Page 48 and 49: y a low level of liquidity. Further
Page 50 and 51: investment will have on the potenti
Page 53 and 54: 5. INFORMATION ABOUT THE ISSUERHist
Page 55 and 56: solution. This client service appro
Page 57 and 58: anches (I+II)CREDITCOOP 796,3 0,2 8
Page 59 and 60: After temporary downward pressure o
Page 61 and 62: company proposes financing solution
Page 63 and 64: Until December 31, 2011 the units h
Page 65 and 66: ORGANISATIONAL CHART OF BANCA TRANS
Page 67 and 68: 8. INFORMATION ON TRENDS8.1. Statem
Page 69 and 70: Mr. Peter Morris Franklin was born
Page 71 and 72: Doca Nevenca ZorancaRelationsExecut
Page 73 and 74: ecomes the Head of the Arbitration
Page 75: • Providing means of open communi
Page 79 and 80: manager for SME loans/ designated s
Page 81 and 82: 11. MAIN SHAREHOLDERSAs at 30.12.20
Page 83 and 84: LeiLeiInterest income 1.856.372 1.8
Page 85 and 86: LiabilitiesDeposits from banks 251.
Page 87 and 88: contributionDistribution to statuto
Page 89 and 90: Consolidated cash flow statementFor
Page 91 and 92: Less accrued interest -2.019 -3.588
Page 93 and 94: Tangible assets 275.174 266.586 1,0
Page 95 and 96: According to the Articles of Associ
Page 97 and 98: II. BONDS TERMS AND CONDITIONS1. BA
Page 99 and 100: The Bonds are direct, unconditional
Page 101 and 102: payments accrued and unpaid have be
Page 103 and 104: Agent to the Bondholders registered
Page 105 and 106: marketV d is the number of Shares t
Page 107 and 108: 7. NoticesExcept as otherwise provi
Page 109 and 110: Bond Registry in accordance with th
Page 111 and 112: In accordance with the Agreement da
Page 113 and 114: Bank for the benefit of the Bondhol
Page 115 and 116: e returned to the subscribers in 10
Page 117 and 118: Bonds may be subscribed during the
Page 119 and 120: 12. IFC• A copy of the Romanian L
Page 121 and 122: The Offer is considered successfull
Page 123 and 124: ANNEX 1Conditions of the Tranche A
Page 125 and 126: (i) the Tranche A Purchaser shall h
Page 127 and 128:
In case of termination of the Tranc
Page 129 and 130:
(xii) a Foreign Currency Maturity G
Page 131 and 132:
agenda the election of the members
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(f) the creation, issue, sale, and
Page 135:
ANNEX 4Conversion Notice FormTo:BAN
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